1. finance

Republika ng Pilipinas
KAGAWARAN NG KATARUNGAN
Department of.Justice
Manila
PRE-QUALIFICATIONS, BIDS, AND AWARDS COMMITTEE
Project:
REGIONAL PRISON FACILITIES THROUGH PUBLIC-PRIVATE
PARTNERSHIP PROJECT
Special Bid Bulletin No.02-2015
TO ALL PROSPECTIVE BIDDERS:
Attached as Annex 1 is the matrix of responses to the written queries regarding the Instructions to·
Prospective Bidders. This Special Bid Bulletin No. 02 and its Annex 1 shall form part of the
documents pertaining to the Pre-Qualification Requirements.
For your information and guidance.
Issued this 21st day of May 2015.
-------- ~
JOSE VICENTE B. SALAZAR
Undersecretary
Chair, Pre-Qualification, Bids, Awards Committee
ANNEX 1
NO.
COMMENT/QUERY
1
Should the financial statements to be
submitted be separate financial statements
or the consolidated financial statements?
2
If the consortium is composed of a parent
company and its subsidiary, will the
computation of the net worth be the
consolidated shareholders’ equity of the
parent plus the consolidated shareholders’
equity of the subsidiary?
RESPONSE
Each Consortium Member must submit its financial statements.
3
We confirm. For this purpose, Section 10.2.5 Private Finance Experience is
amended as follows:
10.2.5 Private Finance Experience
In relation to the Private Finance
Experience, whether the Prospective Bidder
can submit two references, one with an
investment value of more than Php20
Billion, and the other with an investment
value that is less than Php20 Billion,
provided that the total investment value of
the two references is at least Php40 Billion.
(e.g. First Reference – Php30 Billion and
Second Reference – Php10 Billion)
The above scenario will effectively show
that the Prospective Bidder has the ability
and the experience in the legal and financial
structuring of large development projects
amounting to at least Php40 Billion, which
is very much like the requirement of having
to refer to two projects with investment
values of Php 20 Billion each.
If the consortium is composed of a parent company and its subsidiary, the
computation of the net worth shall be based on the shareholders’ equity of the
parent and the shareholders’ equity of the subsidiary. If the parent company
consolidates the net worth of the subsidiary into its financial statements, only the
parent company’s net worth shall be considered in the computation of the net
worth requirement.
The Prospective Bidder must demonstrate ability and experience in the legal and
financial structuring of large development projects by having, in the last 5 years
(date of contract or financial close), participated in a leading role as a sponsor
or co-investor (equity provider) in the following projects:
Component
Specification
Privately financed real estate or Two references of privately financed
real estate or infrastructure projects
infrastructure project
(privately developed on own account
or undertaken in public-private
partnership, i.e. Build-Transfer,
Build-Operate-Transfer,
BuildLease-Transfer
and
similar
arrangements), each with an
investment value (debt and equity) of
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NO.
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COMMENT/QUERY
RESPONSE
at least Php 10 billion; provided
further that the total value shall be at
least Php40 Billion.
10.2.5 Private Finance Experience
It is stated in the Instructions to Prospective
Bidders that the Prospective Bidder must
have participated in a leading role as a
sponsor or co-investor (equity provider) in
the relevant projects.
(i) Please elaborate on the concept of
participation in a leading role as
a co-sponsor or co-investor
(equity provider). Is this equity
participation? And if yes, how
much is the minimum equity
participation required?
“Leading role”means that the Private Sector entity was primarily responsible for
achieving Financial Close for the submitted project.
(ii) Also, will the percentage of equity
participation be taken into
account in computing the
investment value of a project?
Or will 100% of the project’s
investment value be considered
regardless of the Prospective
Bidders’ equity participation?
No, the percentage of equity participation will not be taken into account in
computing the investment value of a project.The full investment value of the
project will be considered regardless of the Prospective Bidders’equity
participation.
An entity will be considered to have participated in a leading role as a sponsor or
co-investor in the relevant projects in anyone of the following cases: it holds an
equity share in the special purpose company (SPC) implementing the project; it
is a signatory of the financing agreement for the project; and in the case of own
projects, the project’s assets are recorded on its balance sheet.
2
NO.
COMMENT/QUERY
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11.8 Private Finance Experience
RESPONSE
In Page 25 of the Instructions to Prospective
Bidders, it is stated that the following
attachments must be submitted for each
project:
a. Notarized Certificate of Contract
Close from the Project’s Owner;
b. Photocopy of the Relevant Contracts
or Financial Close Certificates; and
c. Certification under oath issued by
the authorized representative of the
entity or entities which fulfills the
Construction Experience
requirement, providing the following
information: (a) the parties, (b) the
date(s) of contract and financial
close, (c) investment value of the
project, and (d) type of project.
For letterA above, please define Contract
Close.
For letter B above, can we submit the Loan
Agreement instead of the Relevant
Contracts or Financial Close Certificates?
For question A, Contract Closerefers to the signing date of the relevant contract
between the Proponent and theProject Owner.
For question B, please refer to our response to Query No. 9.
For question C, we confirm that the Construction Experience mentioned in
Section 11.8.2 C. shall be Private Finance Experience.For this purpose, Section
11.8.2 shall be amended as follows:
11.8.2 Required attachments for each project:
xxx xxxxxx
a. Attachment PQD-8C: certification under oath issued by the authorized
representative of the entity or entities which fulfills the Private
FinanceExperience requirement, providing the following information:
(a) the parties, (b) the date(s) of contract and financial close, (c) the
investment value of the project, and (d) the type of project.
For letter Cabove, should the underlined
phrase be Private Finance Experience
instead of Construction Experience?
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Special Bid Bulletin No.1 Item # 16
Section 10.2.5 of the ITPB shall be modified as follows:
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NO.
COMMENT/QUERY
RESPONSE
We seek further clarification and 10.2.5 x xx
reconsideration on the amendment of The Private Finance Experience for any of the Project components may be
Section 10.2.5 of the ITPB.
fulfilled by any of the following entities:
With the amendment, the requirement in
a. If the Prospective Bidder is a partnership, corporation, or any other
Project Finance Experience has been
juridical entity, the Prospective Bidder itself or its Affiliate/s’ private
expanded to include an Affiliate of a
finance experience; or
Consortium Member. This benefit does not
b. If the Prospective Bidder is a Consortium, a Consortium Member or its
extend to a Prospective Bidder bidding as a
Affiliate/s’ Private Finance experience.
partnership or a corporation. We do not
fully understand the distinction between a (Nothing Follows)
Consortium and Prospective Bidder in terms
of more leniency given in favor of a To clarify, the Private Finance Experience can be fulfilled by two Affiliates
provided that each qualified project has an investment value (debt and equity) of
Consortium.
at least Php 10 Billion, provided further that the total value shall be at least
Please note that whether the bidder is a Php40 Billion (consistent with our response to Query No. 3).
Consortium or a Corporation or Partnership,
upon contract award the Winning Bidder is
required to incorporate a special purpose
company (SPC) that will sign and/or accede
to all the rights and obligations of the
Winning Bidder under the BTM Contract.
In fact, to ensure continuing obligation of
the entity fulfillingthe project finance
qualification requirement, Post-Bidding
Lock-in Rules in the ITPB mandates that for
a Corporation or a Partnership bidder “it or
its qualifying Affiliate(s) shall own at least
50%+1 share of the voting and non-voting
shares of the SPC until the end of the third
year from the date of Final Acceptance of
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NO.
COMMENT/QUERY
the Project.” (see Section 17.2.2.a ITPB)
Notably however, for a Consortium
Member with a qualifying Affiliate/s who
are/is neither aLead Member nor fulfilling
a Financial requirement the only Lock-in
Rule applicable is for such entity to
continue its eligibility “from the date
following Qualification Period until three
years after Final Acceptance.”No minimum
Investment is required to be maintained.
(see Section 17.2.3 ITPB)
RESPONSE
We also seek clarification on whether the
Two references for privately financed real
estate or infrastructure project shall be
fulfilled by a single entity or Affiliate? We
are requesting that each of the projectsmay
be undertaken or financed by separate
entitiesor Affiliate. In all current PPP
awarded contracts, the concession holder is
an SPC whose corporate purpose is limited
to the financing, construction, operation
and/or management of the awarded project.
Therefore, by requirement of the Philippine
government such SPC will be ineligible to
be a concession holder of two separate
projects. With this scenario, we are
requesting that the entity fulfilling the
Project Finance Experience can be an
Affiliate/s of such entityprovided that each
project has an investment value of Php20
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NO.
COMMENT/QUERY
RESPONSE
billion.
Given the above explanations, we are
requesting further amendment of Section
10.2.5 of the ITPB and Special Bid Bulletin
No.1-2015 dated 04 May 2015.
10.2.5 x xx
The Private Finance Experience for any of
the Project components may be fulfilled by
any of the following entities:
a. If the Prospective Bidder is a
partnership, corporation, or any
other juridical entity, the Prospective
Bidder itself or its Affiliate/s’
private finance experience; or
b. If the Prospective Bidder is a
Consortium, a Consortium Member
or its Affiliate/s’ Private Finance
experience.
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For avoidance of doubt, the Private Finance
Experience can be fulfilled by two Affiliates
provided that each qualified project has an
investment value (debt and equity) of at
least Php 20 Billion.
Private Finance Experience
Section 10.2.5
Please confirm that an Affiliate of a
Please refer to our response to Query No. 6.
6
NO.
8
9
COMMENT/QUERY
Prospective Bidder can be nominated to
meet the Private Finance Experience
requirement under the ITPB.
RESPONSE
This is to confirm that the Private Finance Experience of an Affiliate of an
Also, kindly confirm that the subsidiary (or Affiliate of the Prospective Bidder may be used to satisfy the requirement
the Affiliate) of an Affiliate of such
consistent with the ITPB’s definition of an Affiliate.
Prospective Bidder can be used to satisfy
such requirement, consistent with the
definition of an “Affiliate” under the ITPB
(since such persons are Affiliates of each
other)
Prospective Bidder
We confirm that only one company in a consortium/joint venture/joint
undertaking needs to purchase the bidding documents..
Please confirm that only one company in a
consortium/joint venture/joint undertaking
needs to purchase the bidding documents,
and that there is no need for any other
company within such consortium/joint
venture/joint undertaking to separately
purchase the bidding documents in order for
them to submit a joint prequalification
application for this Project.
Proof of Design and Engineering Please note that the following provisions of the ITPB are amended as follows:
Experience
10.2.1 Design and Engineering Experience
Section 10.2.1
The ITPB allows the submission of a
certified true copy of the contract or the
final project design report signed by the
client indicating the information that
establish the required Design and
Engineering Experience.
xxx
The entity(ies), whose Design and Engineering Experience is being
submitted in fulfillment of this requirement, should submit a document
signed by the client that confirms the required Design and Engineering
Experience. This confirmation may be provided by any of the following
documents: a certified true copy of the relevant contracts, a certified true
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NO.
COMMENT/QUERY
RESPONSE
However, one of the required project
copy of the final project design report signed by the client indicating the
references for demonstrating compliance
information that establishes the required Design and Engineering
with the Design and Engineering
Experience, or a certificate signed by the client that the project has been
Experience is the design and development
satisfactorily completed within the agreed time schedule and according
of a prisons facility. We wish to inform you
to the agreed specifications.
that our nominated Design and Engineering
Contractor is not legally permitted to
provide copies of the contract and the final 10.2.2 Construction Experience
design report for the prison facility because
these are considered national security
xxx
documents by the foreign government
The entity(ies), whose Construction Experience is being submitted in
prison service client and are therefore
fulfillment of this requirement, should submit a document signed by the
strictly confidential.
Client that confirms the required Construction Experience. This
confirmation may be provided by any of the following documents: a
In lieu of the foregoing documents, we
certified true copy of the relevant contracts, a certified true copy of the
request that the true copy of the Completion
final project completion report signed by the client indicating the
Report certifying the completion of the
information that establishes the required Construction Experience, or a
prison project and issued by the foreign
certificate signed by the client that the project has been satisfactorily
government’s building and construction
completed within the agreed time schedule and according to the agreed
authority be acceptable as valid proof of the
specifications.
successful
design
and
construction
completion of such prison facility.
10.2.3 Maintenance Experience
xxx
The entity(ies), whose Maintenance Experience is being submitted in
fulfillment of this requirement, should submit a document signed by the
Client that confirms the required Maintenance Experience. This
confirmation may be provided by any of the following documents: a
certified true copy of the relevant contracts, a certified true copy of the
final project design report signed by the client indicating the information
that establishes the required Maintenance Experience, or a certificate
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COMMENT/QUERY
RESPONSE
signed by the client that the maintenance services have been satisfactorily
carried out according to the agreed specifications.
10.2.4 Security Equipment Experience
xxx
The entity(ies), whose Security Equipment Experience is being submitted
in fulfillment of this requirement, should submit a document signed by the
Client that confirms the required Security Equipment Experience. This
confirmation may be provided by any of the following documents: a
certified true copy of the relevant contracts, a certified true copy of the
final project design report signed by the client indicating the information
that establishes the required Security Equipment Experience, or a
certificate signed by the client that the project has been satisfactorily
completed within the agreed time schedule and according to the agreed
specifications.
10.2.5 Private Finance Experience
xxx
The entity(ies), whose Private Finance Experience is being submitted in
fulfillment of this requirement, should submit documentary evidence that
confirms the required Private Finance Experience. This confirmation
may be provided by any of the following documents: a certified true copy
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COMMENT/QUERY
RESPONSE
of the financial close certificate (including a signature of a representative
of the entity), a certified true copy of the signature page of the financing
agreement (including a signature of a representative of the entity), or, in
the case of own projects, notes to the financial statements showing that
the project assets are recorded in the balance sheet of the entity.
11.4.2. Required attachment for each project:
xxx
c. Attachment PQD-4C: either of the following documents: certified true
copy of the relevant contract, certified true copy of the final project
design report or completion certificate issued by the client.
11.5.2. Required attachment for each project:
xxx
d. Attachment PQD-5D: either of the following documents: certified true
copy of the relevant contract, certified true copy of the final
projectcompletion report or completion certificate issued by the client.
11.6.2. Required attachment for each project:
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COMMENT/QUERY
RESPONSE
xxx
b. Attachment PQD-6B: certified true copy of the relevant contract or
certificate of satisfactory execution issued by the client.
11.7.2. Required attachment for each project:
xxx
b. Attachment PQD-7B: certified true copy of the relevant contract or
completion certificate issued by the client.
11.8.2. Required attachment for each project:
xxx
c. Attachment PQD-8B: certified true copy of the financial close
certificate, a certified true copy of the signature page of the financing
agreement or proof that the project assets are recorded in the balance
sheet of the entity.
CHECKLIST OF PREQUALIFICATION REQUIREMENTS
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NO.
COMMENT/QUERY
RESPONSE
xxx
4.3. PQD-4C:either of the following documents: certified true copy of the
relevant contract, certified true copy of the final project design report or
completion certificate issued by the client
xxx
5.4. PQD-5D:either of the following documents: certified true copy of the
relevant contract, certified true copy of the final project completion report or
completion certificate issued by the client
xxx
6.2. PQD-6B:certified true copy of the relevant contract or certificate of
satisfactory execution issued by the client
xxx
7.3. PQD-7B:certified true copy of the relevant contract or completion
certificate issued by the client
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NO.
COMMENT/QUERY
RESPONSE
xxx
8.3. PQD-8B:certified true copy of the financial close certificate, a certified true
copy of the signature page of the financing agreement or proof that the project
assets are recorded on the balance sheet of the entity.
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Financial Qualification Requirement
We confirm that one of the Affiliates of a Consortium Member can be nominated
to fulfill the Financial Qualification Requirement.
Section 10.3
In the case of a Consortium, the Financial
Qualification Requirement can be met by
the Lead Member or by the Consortium
Members having at least 25% equity interest
in the Consortium.
Please confirm that an Affiliate of the Lead
Member and/or any of the Consortium
Member can be nominated to fulfill the
Financial Qualification Requirement under
the ITPB.
We note that the use of Affiliates for
financial prequalification purposes has been
allowed in previous Philippine government
projects including but not limited to the
DepEd PPP School Infrastructure Project,
the LRT 1 Extension and O&M Project, the
Mactan-Cebu International Airport Project,
among others.
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NO.
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COMMENT/QUERY
RESPONSE
Moreover, we note that an Affiliate of the
Consortium Member can now be nominated
to meet the Private Finance Experience
requirement under Section 10.2.5 of the
ITPB, as amended by Special Bid Bulletin
No. 01-2015. Applying the same basis,
logic, and reasoning, the use of Affiliates
should be allowed as well for satisfying the
Financial Qualification Requirement.
Section 10.2
We confirm that the notarized certifications refer to PQD-4D, PQD-5E, PQD6C, PQD-7C and PQD-8C. These documents are attachments to Annexes PQDPlease confirm that where the ITPBrefers to
4, PQD-5, PQD-6, PQD-7 and PQD-8, respectively.
a
notarized
certification
indicating
fulfillment of this requirement to
satisfactorily establish such claim, such
notarized certification refers to PQD-4D
(for Design and Engineering Experience);
PQD-5E (for Construction Experience );
PQD-6C (for Maintenance Experience);
PQD-7C
(for
Security
Equipment
Experience) and PQD-8C (for Private
Finance Experience).
Pursuant to the Special Bid Bulletin No.01- Please see response to Query No. 9.
2015, the requirement to submit the
certified true copies of the contracts has
been removed due to issues on
confidentiality.
If
there
are
no
confidentiality issues, may we submit the
certified true copy of the contract for the
technical qualification experiences, instead
of the final project design report?
14
NO.
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COMMENT/QUERY
RESPONSE
Section 10.2
The final project reports must be issued by the client and must include a
statement from the client that the project undertaken by the proponent was
Please clarify what information are required completed.
to be indicated in the following: (i) final
project design report for the Design and For the financial close certificates for the Private Finance Experience, it must
Engineering Experience, (ii) final project present a summary of the key financial conditions (e.g., base interest rates and
completion report for the Construction swap rates).
Experience, (iii) final project design report
for the Maintenance Experience, (iv) final
project design report for the Security
Equipment Experience and (v) financial
close certificates for the Private Finance
Experience. We note that there is no
industry wide standard or definitions of
such reports.
Section 10.2
Please see response to Query no. 9.
No final project design report was issued
during the implementation of the project
that fulfills the experience requirements for
Maintenance and Security Equipment. Can
we submit either (i) a notarized copy of the
final completion certificate signed by the
project owner or (ii) a certified true copy of
the contract?
We note that the original ITPB dated March
13, 2015 was released in the Virtual Data
Room yesterday without incorporating the
changes last May 4, 2015. Please confirm
that, despite the said release yesterday, the
revisions under SBB No.01-2015 remain
effective to date.
This is to confirm that the revisions under SBB No.01-2015 remain effective to
date, subject to the amendments or revisions introduced by this Special Bulletin.
(This SBB No. 02-2015 amends and/or revises the following SBB No. 01-2015
queries: Query No. 2; and Query No. 13, with respect to completed projects)
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