TECHNICAL MATTERS ON PIM - DOTrdotr.gov.ph/images/PPP/2015/P17BDavaoSasaPortMP/... · A. TECHNICAL...

A. TECHNICAL MATTERS ON PIM

A number of queries were received regarding the Project’s technical specifications of the existing system and technical requirements of the new system.

Clarification on these matters will be provided after the pre-qualification process to pre-qualified bidders as part of the bidding process.

Query No. Topic Name of Document and

Section # of Document

Query/Comment Proposed Redraft (if any) Response

1 Grade Crossing

Elimination

PIM, Section III, NSRP

South Line Commuter

Line

Has the associated land

acquisition started? Will this

be completed by the time the

concession for the Project is

awarded?

For Manila to Legaspi, PNR

currently owns the Right-of-

Way (“ROW”) where the

existing system runs so there

is no need to acquire land.

Other sections may require

additional ROW. Such

additional ROW is currently

being identified for

inclusion. However, it is

likely that relocation of

persons and utilities will

need to be undertaken. These

are currently being

considered in the formulation

of the Land Acquisition and

Resettlement Action Plan

currently being undertaken

by Government. The

indicative timeline for

delivery of the ROW shall be

provided in the draft

Concession Agreement.

2 Double tracking

from Sucat to


South Line Commuter

What is the status of works for

the double tracking from Sucat

The PNR is currently

undertaking a reassessment




Alabang Line

to Alabang?

of the Project and will be

tendered thereafter.

3 Double tracking

from Sucat to

Alabang


South Line Commuter

Line

What are the rolling stock

design criteria considered in

the design of the tracks?

Details will be disclosed to

pre-qualified bidders at a

later stage.

4 Double tracking

from Alabang to

Calamba


South Line Commuter

Line

Please clarify whether double

tracking of the line between

Alabang and Calamba will be

part of the Project. If so, will

the Concessionaire be allowed

to come up with more

stringent design criteria than

those used in initial double

tracking from Sucat to

Alabang?

Double tracking of the line

between Tutuban and

Calamba, where it is not

already, will be part of the

Project.

The Concessionaire shall be

responsible for ensuring that

the entire system meets the

minimum performance

standards and specifications

(MPSS) which will be

provided in the Concession

Agreement. The

Concessionaire is not

prohibited from adopting

standards above the MPSS,

however, the costs incurred

in doing so will be for the

Concessionaire’s account.

5 Freight trains PIM, Section III, NSRP

South Line Commuter

Line

Please confirm whether freight

trains are expected to operate

along the Commuter Line.

There is no requirement for

the Concessionaire to run

freight on the commuter line.

6 Depot PIM, Section III, NSRP

South Line Commuter

Line

Has land acquisition for the

new depot started?

The process for the

identification and acquisition

of ROW for the new depot is

on-going.




7 Rolling Stock PIM, Section III, NSRP

South Line Commuter

Line

The description of Commuter

Line rolling stock refers to

articulated EMUs. Please

confirm that this is accurate.

This was an error. The term

“articulated” will be

removed from the final

version of the specifications.

8 Rolling Stock PIM, Section III, NSRP

South Line Commuter

Line

Please confirm that the lengths

of end cars and the gangway

are accounted for in the

platform design. Also, please

confirm that a longer platform

length can be proposed in the

design.

Confirmed.

9 Operating

Requirement


South Line

Long Haul Line

Please confirm whether the

long haul line will be used by

freight trains or will be

dedicated to passenger

services. If freight service is

provided on the long haul,

where will this start and

terminate?


the Concessionaire to operate

freight trains for the long-

haul line. The technical

specifications of the long-

haul railway will be defined

in the Concession

Agreement.

10 Operating

Requirement


South Line

Long Haul Line

What are the operations of the

long haul service and freight

service if any?


the Concessionaire to operate

freight trains for the long-

haul line. The technical

specifications of the long-

haul railway will be defined

in the Concession

Agreement.

B. CLARIFICATIONS ON FORM OF CERTIFICATION AND SUBMISSIONS




11 Qualification

Documents

ITPB, Section 4.1.a in

relation to Annex QD-3

(Qualification

Documents)

Under the ITPB, Annex QD-3

requires the submission by a

foreign entity listed in the

Business Structure of a

certified true copy of the

equivalent document of the

relevant document (i.e.

Certificate of Incorporation,

Articles of Incorporation and

By-laws) submitted to and

acknowledged by the

appropriate government

agency in the foreign country

where the foreign entity was

registered for recognition or

creation of its juridical

personality or capacity.

In this regard, where the legal

procedure and practice under a

foreign jurisdiction is to

appear before a notary public

to form a corporation or to

cause any amendment to the

constitutive documents of a

corporation and, in such case,

the notary public retains the

original of the corporate

documents so notarized, please

confirm our understanding that

Confirmed, provided that a

certification from the

authorized representative is

also submitted together with

the notary public’s

certification, and such


authorized representative,

shall state that there is no

requirement under the

jurisdiction of that entity to

submit the relevant

document or documents to a

government agency. Such

certification shall be

notarized and authenticated.




an original affidavit or

document issued by the notary

public setting forth the

relevant details of a

corporation (including details

typically found under the



By-laws under Philippine law),

which original affidavit or

document is authenticated by

the Philippine embassy or

consular official, sufficiently

complies with the provisions

of Section 4.1.a in relation to

Annex QD-3.

12 Documentary

Requirements for

Proof of

Affiliation

ITPB, Section 5.3.c in

relation to Section

5.4.b(1) (Qualification

Documents)

Section 5.3.c provides that if

an Affiliate will be used to

comply with the Financial

Capability Qualification

Requirements, evidence of

affiliation must be submitted,

as described in the definition

of “Control” must be

submitted.

In this regard, please confirm

the submission of a (a) GIS or

its equivalent or (b) an Annual

Report or (c) a Secretary’s

Certificate or a certification by

an equivalent officer certifying

that that (1) more than fifty

For domestic corporations,

evidence of affiliation may

be established by submission

of the GIS of the domestic

corporations involved, as of

the year of submission of the

pre-qualification documents,

or if none has been

submitted, the previous

years’ GIS; or, the Annual

Report filed with the SEC as

of the year of the submission

of the pre-qualification

documents, or if none has

been filed, the Annual

Report as of the previous

year; or, a certification under




percent (50%) of either or a

combination of (1.a) the total

outstanding voting shares or

(1.b) the voting rights in

another entity; or (2) the

ability to elect a majority of

the members of the entity’s

board of directors or (3) any

legal agreement or legal

agreements, including a voting

trust or other voting agreement

is sufficient to establish

Control as defined in Section

1.19.

Further, in case of foreign

companies, please confirm that

if the equivalent document of

the General Information Sheet

(“GIS”) does not contain

information on the affiliation

between a Consortium

Member and its Affiliate, such

foreign entity can submit, in

lieu of the equivalent

document of the GIS, a

certification from its Corporate

Secretary or an equivalent

officer to a Corporate

Secretary, or by a duly

authorized officer or person,

whether under law, corporate

by-laws or corporate

oath by the Corporate

Secretary of the relevant

corporations certifying to the

affiliation, specifying the

details of such affiliation.

For foreign corporations, the

same documents or their

equivalent documents in the

relevant jurisdiction may be

submitted.

Please note the revised

definition of “Control,” as

follows:

“Control” means, for

purposes of defining an

Affiliate, the power to direct

or cause the direction of the

management policies of a

body corporate whether

through: (i) ownership of

more than at least fifty

percent (50%) of the

outstanding voting shares

and voting rights of these

shares; or, (ii) the ability to

elect a majority of the

members of the Affiliate’s

board of directors, or (iii)

any legal agreement entered

into at least one year before




resolutions, of such company

or by the authorized

representative of the

Prospective Bidder setting out

the affiliation between such

Consortium Member and its

Affiliate.

Qualification Documents

Submission Date, which has

an arrangement with similar

effect as in (i) or (ii) above.

In determining ownership of

shares in a corporation,

shares held both directly and

indirectly will be counted.

For purposes of determining

the existence of a Conflict of

Interest, only agreements

which are in effect at any

point in time during the

Bidding Process will be

considered.

13 List of

Stockholders in a

Listed Company

ITPB, Annex QD-3

(Basic Information

Sheet)

Item 5 of Annex QD-3

requires an entity included in

the Business Plan to list the

name, nationality and

percentage total of

shareholding or partnership

interest.

In this regard, in respect of

listed companies:

(i) Top 100 is Sufficient.

Please confirm our

understanding that it

would be sufficient to

submit the Top 100

stockholders of a

(i) Confirmed.

(ii) Confirmed.

(iii) Confirmed. Shares held

by PCD Nominee may be

lumped together.




listed company, as

submitted to the PSE.

(ii) Cut-Off Date will be

as of the last

submission to the

PSE. Please confirm

our understanding that

it would be sufficient

to provide the Top

100 Stockholders

based on the last

submission to the

PSE.

Shares Held by PCD Nominee

May Be Lumped Together.

Considering that scripless

shares of listed companies in

the Philippines may be held by

the PCD Nominee, please

confirm our understanding that

it would be acceptable to put

PCD Nominee under the

column “Name of Shareholder

or Partner” in Item 5 of Annex

QD-3.

14 Reporting of

Ownership By

Persons Holding

Shares in a

Fiduciary

Capacity

ITPB, Annex QD-3

(Basic Information

Sheet)

Item 6 of Annex QD-3

requires an entity included in

the Business Plan to list the

name, nationality and

percentage total of beneficial

ownership of shareholders

Confirmed.




owning more than 5%

beneficial interest.

In this regard, considering that

listed shares may be held by

banks, trusts, brokers,

custodians, depositaries and

other entities in a fiduciary

capacity, please confirm our

understanding that it would be

sufficient to list the name of

such banks, trusts, brokers,

custodians, depositaries and

other in Item 6 of Annex QD-3

without further investigating

the ultimate beneficial owner

of these listed shares.

15 Notarized

Authority issued

by Executive

Committee

ITPB, Annex QD-1C

(Consortium Member’s

Notarized Authority to

Participate in

Consortium and Apply

to Pre-qualify, and

Designation of Financial

Member/s, Lead

Member and Authorized

Representative of

Consortium

Please confirm that an

Executive Committee or other

duly established and

appropriately empowered

committee or body (other than

a board of directors) under the

entity’s By-Laws or an

equivalent document

authorizing the establishment

thereof can issue the Notarized

Authority required by Annex

QD-1C.

Properly authorized entities

like the Executive

Committee is sufficient

provided that the authority of

such empowered committee

or body is established by the

Bidder.

16 Qualification

Requirements

Section 4 Please confirm our

understanding that Prospective

Bidders are allowed to submit

photocopies of notarized and

Declined.




duly authenticated corporate

documents (submitted for the

LRT Line 2 O&M Project)

provided it is accompanied

with a certification from the

authorized representative of

the Prospective Bidder that

such documents are true and

correct copy of the original

notarized and authenticated

documents.

17 Project Owner

Certification

Attachment to Annexes

QD-5, QD-7, QD-9 and

QD-11

In case the entity which fulfils

the relevant Technical

Qualification Requirement is

also the project owner, please

confirm that the entity itself

can issue the notarized

certification.

Yes. The entity may issue

the notarized certification if

it is also the project owner,

but the notarized certification

must state such fact.

18 O&M Experience

(required

attachments)

Section 5.8.b and Annex

QD-7

Section 5.8.b provides that an

entity proposed to meet the

O&M Experience is required

to submit “a notarized

certification from the project

owner that the railway system

has been operated and

maintained by the entity…”.

We request the PBAC to relax

the requirement to submit a

notarized certification, and

allow entities nominated to

meet the O&M Experience to

submit unnotarized

Please consider our proposed

changes to Section 5.8.b:

The entity required to submit

this document must also

submit an original notarized


owner that the rail service has

been operated and maintained

by the entity for at least three

(3) consecutive years within

the last seven (7) years,

reckoned from the


Submission Date, or, in the

The request is granted.

However, the entity being

nominated must submit a

sworn statement certifying

its authenticity.

Section 5.8b is revised as

follows:





owner that the rail service





certifications from project

owners specifying the required

information in Section 5.8.b,

or a copy such certificates

accompanied by a notarized

certification issued by an

officer of the entity proposed

to meet the O&M Experience

that such copy is a true and

faithful reproduction of the

original certificate. We note

that entities proposed to meet

the DD Experience are

allowed such flexibility, and

there appears to be no

sufficient justification to not

allow the same flexibility to

entities proposed to meet the

O&M Experience.

Please note that most if not all

project owners of railway

projects are government

entities, and officials of such

government entities do not

issue notarized certifications

because the issuance of

documents and certificates is

already in performance of

official duty.

case of a concession, lease,

management contract or

similar, a certificate issued by

the project owner stating (i)

that the rail service has been

operated and maintained by

the entity for at least three (3)

consecutive years within the

last seven (7) years, reckoned

from the Qualification

Documents Submission Date;

and (ii) the duration of the

concession, lease or

management contract, or a

copy of the said certification







original certification.


changes to Annex QD-7:

2. Original

Notarizedcertification from

the project owner that the rail

service has been operated and

maintained by the entity for at

least three (3) consecutive

years within the last seven (7)

maintained by the entity for

at least three (3) consecutive

years within the last seven

(7) years, or, in the case of a

concession, lease,


similar, a certificate issued

by the project owner stating

(i) that the rail service has

been operated and




(7) years and (ii) the duration

of the concession, lease or






to meet the O&M

Experience that such copy is

a true and faithful

reproduction of the original

certification

The relevant portion of

Annex QD-7 is revised as

follows:

Original Notarized


owner that the rail service




years, reckoned from the





similar, a certificate issued by

the project owner stating (i)

that the rail service has been

operated and maintained by

the entity for at least three (3)

consecutive years within the

last seven (7) years, reckoned

from the Qualification

Documents Submission Date;

and (ii) the duration of the

concession, lease or














(7) years, reckoned from the





similar, a certificate issued

by the project owner stating

(i) that the rail service has

been operated and




(7) years, reckoned from the


Submission Date; and (ii) the

duration of the concession,

lease or management

contract, or a copy of the

said certification




to meet the O&M


a true and faithful


certification.

19 Systems, Section 5.10.b and Section 5.10.b provides that an Please consider our proposed The request is granted.




Signaling, and

Telecom

Experience

(required

attachments)

Annex QD-9 entity proposed to meet the

Systems, Signaling, and

Telecom Experience is

required to submit “a

notarized certification from

the project owner that the

railway system was installed

and commissioned by the

entity.”

We request the PBAC to relax

the requirement to submit a

notarized certification, and

allow entities nominated to

meet the Systems, Signaling,

and Telecom Experience to

submit an unnotarized

certificate of project

completion or a copy thereof




to meet the Systems,

Signaling, and Telecom

Experience that such copy is a

true and faithful reproduction

of the original certificate. We

note that entities proposed to

meet the DD Experience are

allowed such flexibility, and

there appears to be no

sufficient justification to not

allow the same flexibility to

changes to Section 5.10.b:





owner that the railway system

was installed and

commissioned by the entity,

or a copy of the said

certification accompanied by

a notarized certification

issued by an officer of the



Telecom Experience that such

copy is a true and faithful


certification.


revision to Annex QD-9:

2. Original



Systems, Signaling and

Telecom systems were

installed and commissioned

by the entity, or a copy of the

said certification

However, the entity being

nominated must submit a

sworn statement certifying

its authenticity.

Section 5.10b is revised as

follows:





owner that the railway

system was installed and

commissioned by the entity,

or a copy of the said

certification accompanied by

a notarized certification

issued by an officer of the



Telecom Experience that

such copy is a true and





follows:

Original






entities proposed to meet the


Telecom Experience.

Please note that most if not all

project owners of railway

projects are government

entities, and officials of such

government entities do not

issue notarized certifications

because the issuance of

documents and certificates is

already in performance of

official duty.







a true and faithful


certification.

Systems, Signaling and

Telecom systems were

installed and commissioned

by the entity, or a copy of the

said certification







a true and faithful


certification.

C. REQUESTS TO MODIFY ACCEPTABLE DOCUMENTS




20

Evidence of

Affiliation for the

Entity Fulfilling

the Technical

Qualification

Requirements

ITPB, Section 5.3.c

(Qualification

Documents Submission)

in relation to Section

4.4.a (Qualification

Requirements)

Please consider revising

Section 5.3.c to include the

submission of evidence of

affiliation by the entity

fulfilling the Technical

Qualification Requirements.


Section 5.3.c to read as

follows:

“5.3.c If an Affiliate will be

used to comply with the

Technical Requirements

Qualifications or Financial



affiliation, as described in the

definition of “Control” must

be submitted.”


Section 5.3.c is revised as

follows:

5.3.c If an Affiliate will be

used to comply with the

Technical Requirements

Qualifications or Financial



affiliation, as described in

the definition of “Control”

must be submitted.

21 Certification of

No Equivalent

Document of

Incorporation

Documents and

GIS

ITPB, Paragraph 6 of

Section 5.4.b

(Qualification

Documents)

Please consider the revision of

Paragraph 6 of Section 5.4.b to

include the Articles of

Incorporation as one of the

documents which can be

certified to have no equivalent

document in a foreign

jurisdiction.

Please consider the revision

of Paragraph 6 of Section

5.4.b to read as follows:

“If the jurisdiction where the

foreign entity is incorporated

or registered does not require

or accept the filing of the

equivalent of the Philippines’

GIS, Certificate Of

Incorporation, Articles of

Incorporation and By-Laws,

the PBAC will accept a

certification … GIS,



By-laws, and (b) providing


Section 5.4.b is revised as

follows:

If the jurisdiction where the

foreign entity is incorporated

or registered does not require

or accept the filing of the

equivalent of the Philippines’

GIS, Certificate Of


Incorporation and By-Laws,

the PBAC will accept a

certification … GIS,






similar information required

…”

By-laws, and (b) providing

similar information required

…

22 Design and

Development

Experience, using

the form in

Annex QD-5

ITPB, Section 5.6.b(1)

(Qualification

Documents); Item 2 of

Annex QD-5

Please confirm whether the

notarized certification that the

copy of the original certificate

of project completion of the


DD Experience is a true and


original may be executed by

the Corporate Secretary or an

equivalent officer or by an


such entity.


Section 5.6.b(1) and Item 2 of

Annex QD 5 to read as

follows:

“Notarized certification of

project completion from the

project’s owner or the

original certificate of project



certification issued by the

Corporate Secretary or an

equivalent officer, or by an


the entity proposed to meet

the DD Experience that such



certificate”


We will also require that the

bidder establish the authority

of the authorized

representative, if using an

authorized representative.

Section 5.6.b(1) is revised as

follows:

Notarized certification of














certificate



follows:




Notarized certification of














certificate.

23 Operations

Reports

ITPB, Section 5.8.c.1

(Qualification

Documents)

Section 5.8.c.1 requires the

entity proposed to fulfill the

O&M Experience to submit an

Operations Reports stating

passenger volumes for the

relevant period should be

certified by the relevant public

transportation authority as

accurate records of the

operations stated in such

report.

In view of the tight deadline

the Prospective Bidder and

Contractors are working with,

please confirm that for

purposes of the Pre-

Qualification and in relation to


However, we would require

that the certification of the

operations report by the

relevant public transportation

authority or project owner be

submitted prior to the bid

submission date.

Section 5.8.c.1 is revised to

read as follows:

Operations Reports issued by

the entity stating passenger

volumes for the relevant

period. These reports should

be certified by either the




documents and certifications

issued abroad, the PBAC will

accept:

(i) the copy of the

Operations Report

certified true and correct

by the entity’s

Corporate Secretary or

an equivalent officer, or

by a duly authorized

officer or person,

whether under law,

corporate by-laws or

corporate resolutions, of

such company or by the

authorized


Prospective Bidder; or

a certified true copy of a report

issued by the relevant public

transportation authority which

reflect the facts and figures of

the entity’s Operations

Reports. The certification may

be made by the entity’s


equivalent officer, or by a duly




resolutions, of such company.

project owner or the relevant

public transportation

authority as being accurate

records of the operations as

stated.




24 Notarized

Statement of

Financial

Capability;

Annex QD-14

ITPB, Section 5.15.b(1)

(Qualification

Documents) and Annex

QD-14


Section 5.15.b(1) to include

the Treasurer and the


the entity fulfilling the

Financial Capability

Requirement among the

persons qualified to issue the

certification that the copy of

the audited financial

statements are true copies of

the original.


Section 5.15.b(1) to read as

follows:

“5.15.b(1) Certified true copy

of audited financial

statements, which must be for

the year ending not earlier

than 31 December 2014,

stamped “received” by the

Bureau of Internal Revenue

or for foreign entities, the


agency equivalent to the

Bureau of Internal Revenue in

the foreign country where the

foreign entity was registered

for recognition or creation of

its juridical personality or

capacity. The certification

may be issued by the

Treasurer or an equivalent

officer of, or auditor engaged

by or the authorized

representative of, the entity

proposed to meet the

Financial Capability

Qualification Requirements,

in which case the certification

must be under oath and

notarized.”

The Treasurer is already an

officer of the company, so

the existing wording should

allow for it.

In the case of authorized

representative, the request is

granted though we will also

require that the authority of

the authorized representative

is established, in relation to

certifying these statements.

Section 5.15.b(1) of the

ITPB is amended to read as

follows:

5.15.b(1) Certified true copy

of audited financial

statements, which must be

for the year ending not

earlier than 31 December

2014, stamped “received” by

the Bureau of Internal

Revenue or for foreign

entities, the appropriate

government agency

equivalent to the Bureau of

Internal Revenue in the

foreign country where the







capacity. The certification

may be issued by an officer

of, or auditor engaged by or


of, the entity proposed to

meet the Financial Capability

Qualification Requirements,

in which case the

certification must be under

oath and notarized.

25 Required

attachments to

Annex QD-3

(Basic

Information

Sheet)

Section 5.4.b 1. We understand that as

attachments to the Basic

Information Sheet, each

entity identified in the

Basic Information Sheet

must submit a certified

true copy of (i) its latest

GIS; (ii) Certificate of

Incorporation (“COI”);

and (iii) Articles of

Incorporation (“AOI”) and

By-laws, or the equivalent

of such documents in the

country where the foreign

entity was registered for

creation or recognition.

We note that Sections

5.4.b(1), 5.4.b(3) and

5.4.b(4) allow the

submission of certified

true copies of the GIS,

AOI and By-laws issued

by the entity’s corporate

We propose that Section 5.4.b

be revised to read as follows:

5.4.b(1) Certified true copy of

its latest GIS, stamped

“received” by the SEC or for

a foreign entity, the

equivalent document

submitted to and

acknowledged by the


agency equivalent to the SEC

in the foreign country where

the foreign entity was



personality or capacity. The

certification may come from

either the SEC or its

equivalent in a foreign

country, or the entity’s

corporate secretary, or duly

authorized officer. If it comes

For items 1-5:

In case of equivalent

documents, the duly

authorized representative

shall certify under oath and

notarized that the documents

submitted are the equivalent

of Philippine incorporation

documents, which shall

thereafter be authenticated

by a Philippine consular or

embassy official. The


government authority

equivalent of SEC shall be

submitted on the Bid

Submission Date.

For item 6:

If the document is notarized

in the Philippines (where the

signatory comes over and




secretary, provided that

the certification must be

under oath and notarized.

In this regard, please

confirm that the certified

true copy of the COI as

required under Section

5.4.b(2) may also be

issued by the entity’s

corporate secretary, or in

the case of a foreign

entity, a duly authorized

officer, provided that

such certification is made


2. As with other PPP

projects, kindly allow a

duly authorized officer

(who may or may not

necessarily be the

corporate secretary) of a

foreign entity submitting

QD-2 to certify that

copies of the required

attachments to Annex

QD-2 (i.e. AOI, COI, GIS,

and By-laws) are true

copies of their originals.

This is considering that,

under the corporate rules

of some foreign entities,

the corporate secretary is

from the entity’s corporate

secretary, or duly authorized

officer the certification must

be under oath and notarized.

Further, if the foreign country

does not require an equivalent

document of the GIS, a

notarized certification setting

out the same or similar

information executed by the


authorized officer of the

foreign entity will suffice.


SEC Certificate of

Incorporation / Registration

or for a foreign entity, the

equivalent document

submitted to and

acknowledged by the








SEC Certificate of

Incorporation or the

equivalent document for a

foreign entity, must be

signs the document in the

Philippines and appears

before the notary in the

Philippines), the document

need not be authenticated.




prohibited from certifying

documents which are to

be used outside of its

country of jurisdiction.

3. For the same reason as in

No. 2, please confirm if a

foreign notary public is

authorized to certify as

true copies the required

attachments to Annex

QD-2 (i.e. AOI, COI, GIS,

By-laws).


No. 2, kindly confirm that

the notarized certification

mentioned in the last

sentence of Section

5.4.b(1) may be issued by

a duly authorized officer

(who may or may not

necessarily be the


foreign entity.


No. 2, kindly confirm that

the notarized certification

mentioned in the

penultimate paragraph of

Section 5.4.b may be

issued by a duly

certified by the SEC or its


country, by the entity’s


authorized officer, in the case

of a foreign entity. All

certifications by the entity’s

corporate secretary or duly

authorized officer must be



latest Articles of

Incorporation or Articles of

Partnership or for a foreign

entity, the equivalent

document submitted to and

acknowledged by the








Articles of Incorporation may

be certified either by the SEC

or its equivalent in a foreign

country, or by the entity’s


authorized officer. All






authorized officer (who

may or may not

necessarily be the


foreign entity.

6. Kindly confirm that the

certification mentioned in

the last paragraph of

Section 5.4.b may be

executed by the


of the foreign entity in the

Philippines (who will

come to the Philippines

for such purpose), and

notarized here in the

Philippines. In such case,

please confirm that such

certification, which is

executed and notarized in

the Philippines, need not

be authenticated.




latest By-Laws or for a

foreign entity, the equivalent


acknowledged by the








By-Laws may be certified

either by the SEC or its




authorized officer. All





For the foregoing documents,

if the appropriate government


in the foreign country does

not stamp “received” or

acknowledge the said




documents, the entity’s


authorized officer may attest

to such fact in a notarized

certification.

26 Format of

Submission of

Qualification

Documents

Sections 7.1.f and 7.1.g Sections 7.1.f and 7.1.g

mention five (5) envelopes or

sets of Qualification

Documents. There are,

however, six (6) sets of

Qualification Documents (i.e.,

one (1) original set and five (5)

photocopies of the original

set). Kindly amend the ITPB

accordingly.

Section 7.1.f.

Each set of the Qualification

Documents should contain a

table of contents. Each set of

the Qualification Documents

must be placed in separate

envelopes. The five (5) CD-

Rs or external drives should

also be placed in a separate

envelope. Each of the five

(5)six (6) envelopes

containing the Qualification

Documents and the envelope

containing the five (5) CD-

Rs or external drives must be

sealed and appropriately

addressed and marked as

follows:

***

Section 7.1.g.

All five (5)six (6) sets of the

Qualification Documents and

the envelope containing the

Agreed.

Section 7.1.f. is revised as

follows:

Each set of the Qualification

Documents should contain a

table of contents. Each set of

the Qualification Documents

must be placed in separate

envelopes. The five (5) CD-

Rs or external drives should

also be placed in a separate

envelope. Each of the five

(5)six (6) envelopes

containing the Qualification

Documents and the envelope

containing the five (5) CD-

Rs or external drives must be

sealed and appropriately

addressed and marked as

follows:

Section 7.1.g. is revised as

follows:

All five (5)six (6) sets of the

Qualification Documents and




CD-Rs or external drives

shall be placed in one or, if

necessary, more sealed outer

envelope(s) or box.

the envelope containing the

CD-Rs or external drives

shall be placed in one or, if

necessary, more sealed outer

envelope(s) or box.

27 Secretary’s

certificate

Annex QD-5,

Annex QD-7,

Annex QD-9, and

Annex QD-11

Item 1 of the notes to each of

Annexes QD-5, QD-7, QD-9,

and QD-11 requires the

attachment of a secretary’s

certificate stating that the


the entity submitting the form

has been duly appointed by its

board of directors.

The second sentence of the

notes to each of Annexes QD-

6, QD-8, QD-10 and QD-12

also provide that such QDs

“shall be supported by a

notarized Secretary's

Certificate stating that the

authorized representative has

been duly appointed by the

board of directors”.

The requirement to submit a

secretary’s certificate is not

very common in most PPP

biddings, especially where

foreign contractors are

involved, and in those few PPP

The request is denied.




biddings where the secretary’s

certificate was required, the

requirement was ultimately

deleted or relaxed because the

Grantors found the

requirement to be cumbersome

as explained by the bidders.

This document is also not

mentioned in list of required

attachments in Sections 5.6,

5.7 5.8, 5.9, 5.10, 5.11, 5.12,

and 5.13.

Accordingly we suggest

deleting item 1 of Annexes

QD-5, QD-7, QD-9, and QD-

11 and the second sentence of

the notes to Annexes QD-6,

QD-8, QD-10 and QD-12.

We note that in other PPP

projects, only the authority of


of the Prospective Bidder and

each Consortium Member

(e.g., Annex QD-1C) is

required to be submitted.

28 PCAB License Section 5.6.b(2), and

item 3 of Annex QD-5

As with other PPP projects,

kindly accept a copy of PCAB

license, or its equivalent for

foreign entities, that is


We will allow certification

by the duly authorized

representative for pre-

qualification purposes but

the certification from the




certification, issued by a duly

authorized officer of the entity

submitting the document, that

the copy of the PCAB license

or its equivalent is a true and


original license.

accreditation institution must

be submitted on Bid

Submission Date.

29 Operation

Reports

Section 5.8.c.1 and

Annex QD-7

There is an inconsistency

between the language of

Section 5.8.c.1 and item 3 of

the Required Attachments

indicated in Annex QD-7. On

one hand, Section 5.8.c.1 of

the ITPB requires that the

operation reports are certified

by the relevant public

transportation authority as

being accurate records of the

operations as stated. On the

other hand, item 3 of the

Required Attachments

indicated in Annex QD-7

provides that the operation

reports must be certified by the

project owner as accurate


stated.

We believe that either of these

entities would be in a position

to certify the accurateness of

operation reports.

Accordingly, a certification

We propose that Section

5.8.c.1 be revised to read as

follows:

“Operations Reports issued

by the entity stating passenger








stated.”

We propose that item 3 of the

Required Attachments

indicated in Annex QD-7 be

revised to read as follows:

“3. Operations Reports issued

by the entity stating passenger





Certification may also be

issued by the project owner,

but in this case the

certification must state such

fact.

Section 5.8.c.1 is revised to

read as follows:

Operations Reports issued by

the entity stating passenger








stated.




from either the project

owneror relevant public

transportation authority should

be sufficient. Please consider

our proposed revisions to the

ITPB.




stated.”

30 Designation of

Authorized

Representative

ITPB, Annex QD-1B

(Notarized Authority to

Apply to Pre-Qualify

and Designation of

Authorized

Representative)

Annex QD-1B appears to

require only one (1)

Authorized Representative for

every Prospective Bidder.

Please consider allowing at

least two (2) Authorized

Representatives who can act

singly for and on behalf of the

Prospective Bidder.

The request is granted. The

Prospective Bidder may

designate up to two

authorized representatives.

The Prospective Bidder must

clearly designate the names

of both authorized

representatives and that they

may represent the

Prospective Bidder acting

alone.

31 Designation of

Authorized

Representative

Annex QD-1C Please confirm that two (2)

authorized representatives may

be designated in QD-1C to

individually and alternatively

execute, sign, and receive

documents.

We propose that Annex QD-

1C be revised as follows:

RESOLVED FURTHER, that

the (Consortium Member) in

the exercise of its interest in

the Consortium hereby:

***

(c) authorizes (name of

authorized representative) or

(name of authorized

representative)of (name of

Lead Member of Consortium)

as representative of the

Consortium during the Pre-

Qualification of Prospective

Confirmed. The Prospective

Bidder may designate up to

two authorized

representatives. The

Prospective Bidder must

clearly designate the names

of both authorized

representatives and that they

may represent the

Prospective Bidder acting

alone.




Bidders for the Project, and

for such purpose shall have

the authority to individually

and alternatively execute,

sign, submit and receive

documents for, and otherwise

act in the name of the

Consortium;

***

RESOLVED, FURTHER,

that any and all acts done or

performed by (name of Lead

Member of Consortium) and

(name of authorized

representative/s) under and

by virtue of this resolution be,

as they are hereby, confirmed

and ratified.

D. MATTERS RELATING TO LANGUAGE AND FOREIGN DOCUMENTS




32 Language and

Foreign

Documents

ITPB, Sections 3.6.b

and 3.6.c (Language and

Foreign Documents)

Section 3.6.c provides:

If the document was issued by

a foreign authority, the

Prospective Bidder should

also submit a certified true

copy of such document issued

by such foreign authority, in

addition to the authentication

by the relevant Philippine

consular official in Section

3.6.b above.

while Section 3.6.b provides:

All documents issued or

executed in a foreign country,

which are expressly required

to be notarized under the

ITPB, must be authenticated

before a Philippine consular

official at the Philippine

consulate nearest the place of

issue or execution. xxx

Based on the foregoing

provisions, it is our

understanding that if a foreign

document is one issued by a

foreign authority, a certified

true copy of such document

(including the required



Prospective Bidder should also

submit either the original or a

certified true copy of such

document, issued by such

foreign authority and

authenticatedin addition to the

authentication by the relevant

Philippine consular official in

Section 3.6 above.


Section 3.6.c is revised as

follows:

If the document was issued

by a foreign authority, the


also submit either the

original or a certified true

copy of such document,

issued by such foreign

authority and

authenticatedin addition to

the authentication by the

relevant Philippine consular

official in Section 3.6 above.




authentication) should be

submitted in addition to the

original document (including

the required authentication). In

this regard, please consider

that only the original or the

certified true copy, in each

case complying with the

required authentication, should

be submitted. Please see our

proposed revision in the next

column.

33 Language and

Foreign

Documents

ITPB, Section 3.6.a

(Language and Foreign

Documents)

Section 3.6.a provides:

The Qualification Documents,

and all correspondence and

documents relating to the

Invitation Documents and the

Bid, shall be prepared and

written in the English

language. Any printed

literature or document

furnished by Prospective

Bidders written in another

foreign language shall be

accompanied by an English

translation authenticated by a

Philippine consular official

and by a notarized

certification by the

Prospective Bidder that such

translation is accurate. In case

of conflict, the English

The Qualification Documents,

and all correspondence and


Invitation Documents and the

Bid, shall be prepared and

written in the English








Philippine consular official and

by a notarized certification by

the Prospective Bidder or the

translator of the document that

such translation is accurate. In

case of conflict, the English

translation shall prevail.

The request is granted. Note

that translator certification

should be authenticated by a

Philippine consular official.

Section 3.6.a is revised as

follows:

The Qualification

Documents, and all

correspondence and


Invitation Documents and

the Bid, shall be prepared

and written in the English










translation shall prevail.

We request that this provision

be revised to allow the

translator to also issue the

notarized certification. Where

the Prospective Bidder is not

in the position to warrant the

authenticity and certify the

accuracy of the translation

issued, the actual translator of

the document should be able

to issue such notarized

certification.

translation authenticated by

a Philippine consular official

and by a notarized


Prospective Bidder or the

translator of the document

that such translation is

accurate. In case of conflict,

the English translation shall

prevail.

34 Language and

Foreign

Documents

ITPB, Sections 3.6.a

and 3.6.b (Language

and Foreign

Documents)

It is a practice of certain

Philippine embassies or

consular offices to attach to

the certified English

translation of a document

written in a foreign language

that is the subject of the

authentication (the

“authenticated English

document”) an original or a

certified copy of the document


(i.e. both the certified English

translation and the document


form part of the authenticated

English document) although

only the English translation is

legalized (i.e. bears the stamp

Confirmed, provided that the

authentication of the

relevant consular office shall

expressly make reference to

the original document as an

attachment to the document

being authenticated.




and signature of the officer of

the Ministry of the Foreign

Affairs of the foreign

jurisdiction).

In such case, please confirm

our understanding that the

submission of the

authenticated English

document (with an attached

original or certified copy of

the document written in the

foreign language) shall be

considered sufficient

compliance with the

requirements in the ITPB that

(1) “[a]ll documents issued or

executed in a foreign country,

which are expressly required

to be notarized under the

ITPB, must be authenticated

before a Philippine consular

official at the Philippine

consulate nearest the place of

issue or execution” and (2)

that “[a]ny printed literature or

document furnished by

Prospective Bidders written in

another foreign language shall

be accompanied by an English


Philippine consular official

and by a notarized





Prospective Bidder that such

translation is accurate… ”

35 Language and

Foreign

Documents

ITPB, Section 3.6.c

(Language and Foreign

Documents)

Section 3.6.c provides:




also submit a certified true

copy of such document issued

by such foreign authority, in

addition to the authentication

by the relevant Philippine

consular official in Section

3.6.b above.

Where the Prospective Bidder

submits an original of a

foreign document issued by a

foreign authority, which

foreign document is not

required in such foreign

jurisdiction to be notarized,

please confirm our

understanding that (i)

notarization and authentication

shall not be required and that

(ii) the submission of the

original of the foreign

document or an authenticated

English document to which

the original of such foreign

document or a certified true

copy thereof is attached, shall

Confirmed.




be considered sufficient

compliance with Section 3.6.c.

36 Incorporation

Document and

GIS

ITPB, Sections 5.4.b(1),

5.4.b(2), 5.4.b(3) and

5.4.b(4) (Qualification

Documents)

In case of a foreign company,

please consider allowing the

copies of its equivalent

incorporation documents (i.e.,

the Certificate of


Incorporation and By-Laws)

and its General Information

Sheet or its equivalent to be

certified as true and correct

not only by the entity

equivalent to the Philippine

Securities and Exchange

Commission (“SEC”) in such

foreign country but also by

such company’s Corporate

Secretary or an equivalent

officer, or by a duly







Prospective Bidder.


5.4.b(1), 5.4.b(2), 5.4.b(3) and

5.4.b(4) to read as follows:

“5.4.b(1) Certified true copy of

its latest GIS, stamped

“received” by the SEC or for a

foreign entity, the equivalent


acknowledged by the

appropriate government agency

equivalent to the SEC in the





capacity. The certification may

come from either the SEC or

its equivalent in a foreign

country, or the entity’s

corporate secretary or an








Prospective Bidder. If it comes

from the entity’s corporate

secretary, the

In case of equivalent

documents, the duly


shall certify under oath and

notarized that the documents

submitted are the equivalent

of Philippine incorporation

documents, which shall

thereafter be authenticated

by a Philippine consular or

embassy official. The


government authority

equivalent of SEC shall be

submitted on the Bid

Submission Date.




certificationwhich must be

under oath and notarized…”


SEC Certificate of

Incorporation/Registration or

for a foreign entity, the

equivalent document submitted

to and acknowledged by the







capacity. The SEC Certificate

of Incorporation or the

equivalent document for a

foreign entity,must may be

certified by the SEC or its

equivalent in a foreign country.

or an equivalent officer, or by a

duly authorized officer or

person, whether under law,

corporate by-laws or corporate




Prospective Bidder.”


latest Articles of Incorporation

or Articles of Partnership or for




a foreign entity, the equivalent


acknowledged by the







capacity. The Articles of

Incorporation may be certified

either by the SEC or its

equivalent in a foreign country,

or by the entity’s corporate

secretary. or an equivalent

officer, or by a duly authorized

officer or person, whether

under law, corporate by-laws

or corporate resolutions, of

such company or by the

authorized representative of the

Prospective Bidder, which All


corporate secretary must be

under oath and notarized.”


latest By-Laws or for a foreign

entity, the equivalent document

submitted to and

acknowledged by the










capacity. The By-Laws may be

certified either by the SEC or

its equivalent in a foreign


corporate secretary. or an








Prospective Bidder, whichAll


corporate secretary must be


For the foregoing documents,

if the appropriate government


in the foreign country does not

stamp “received” or

acknowledge the said

documents, the entity’s

corporate secretary. or an











Prospective Bidder, which may

attest to such fact in a notarized

certification.”

37 Qualification

Documents

ITPB, Section 5.4.b

(Qualification

Documents) vis-à-vis

Annex QD-3

Under the ITPB, Annex QD-3

requires the submission by a

foreign entity listed in the

Business Plan of a certified

true copy of the equivalent of

the relevant document (i.e. the

General Information Sheet,

SEC Certificate of


Incorporation and By-Laws)

submitted to and

acknowledged by the







personality or capacity.

In this regard, where the legal

procedure and practice under a

foreign jurisdiction is to

appear before a notary public

to form a corporation or to

cause any amendment to the

constitutive documents of a

In the particular

circumstance cited, the

notary public must issue a

certification that the original

document of the document

attached to such certification

has been filed with the

notary public. Such

certification must be

notarized and authenticated.

Together with such

certification from the notary,


of the foreign entity must

also submit a certification to

(a) attest that there is no

requirement to submit such

document to the appropriate

government agency in such

foreign country and (b)

providing such information

required to be indicated in

these SEC documents. Such

document is only required to

be certified by the


the foreign entity, under oath

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