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  1. 1. TERMS OF REFERENCE FOR THE SWISS CHALLENGE PROCESS FOR THE SALE OF ILIGAN DIESEL POWER PLANTS 1 AND 2 FACILITIES
  2. 2. Part I- Instructions To Interested Parties 1.0 Time and Place for Receipt of Bid Proposals Sealed bids (“ Bid Proposals ”) will be received by the Office of the City Treasurer, Iligan City Hall, Iligan City, in accordance with these Terms Of Reference (“TOR”) Documents on ________, 2011. The following is the Timebtable for this Swiss Challenge Process for the Sale of the Iligan Diesel Power Plants 1 and 2 Facilities, (collectively referred to as “IDPP”).
  3. 3. Particulars Date Date of First Publication in Newspapers, City Hall, etc., Week 1 Date of Second Publication in Newspapers, City Hall, etc., Week 2 Issuance of Term of Reference Documents, Week 1 Pre-Bid Conference at SP Session Hall, Iligan City Hall at 10:00AM, Week 4 IDPP Plant and Site Visit, Weeks 1-98 Submission of Bid Proposals and Bid Bond, Week 9 Opening of First Envelope on Qualification, Bid Bond, etc., Week 10 Opening of Second Envelope on Bid Purchase Price, Week 10 If applicable, Matching Period for CHC of 7 Days, Week 11 Award of Sale of IDPP, Week 12 Sangguninang Panlungsod approval of Sale to Awardee and Issuance of Authority for ICG to execute Deed of Sale, Week 13 Submission of Request for Approval of Sale of IDPP to COA, Week 13 Execution of Deed of Sale after COA approval
  4. 4. 2.0 Scope of Bid Under Swiss Challenge The Bid Proposal shall cover the sale of the Iligan Diesel Power Plant 1 and 2 Facilities (“IDPP 1 and 2” or “IDPP”, interchangeably) excluding the land, the water supply piping for the cooling system, the access road, and the main fuel receiving tank with its associated pump/motor and pipeline on an “as is where is” basis (Engine n0. 12 is in Alabel, Sarangani, its auxiliaries are in Calumpang, Gen. Santos City; turbochargers of Engine No. 11 are In Naga, Cebu). The Swiss Challenge process is being undertaken consistent with the provision of Article V, Section 5.1 of Sangguniang Panlungsod Resolution No. 10-551 dated September 06, 2010.
  5. 5. Briefly, the IDPP 1 and 2 (the buildings and machineries only, being the only tax delinquent assets) has been publicly auctioned off two times by the Iligan City Government (“ICG”) on April 25, 2007 and October 8, 2008. In both dates, no bid was submitted to ICG. On October 8, 2008, the Sangguniang Panlungsod (“SP”) declared “henceforth the conveyance of the Iligan Power Plant will be by negotiated bid.” CHC, along with NPC submitted, subsequently, their bid prices to ICG. Since 2008, CHC and ICG kept the negotiations for the sale of the IDPP alive which resulted to the improvement and a raise on the earlier bid price of CHC to THREE HUNDRED MILLION PESOS (PHP300,000,000.00).
  6. 6. On September 6, 2010, per Resolution No. 10-551, the SP of the City of Iligan authorized the City Mayor to enter into and sign a memorandum of agreement (“MOA”) with CHC for the latter’s offer to purchase and the ICG’s intention to sell the IDPP to CHC at the agreed purchase price of Three Hundred Million Pesos (P300,000,000.00) subject to certain conditions to be met by the CHC and the City of Iligan prior to the execution of the proper deed. A condition and a salient provision in the of the Resolution, which the ICG will now exercise, is the conduct of Swiss Challenge in accordance with rules on disposal of assets.”
  7. 7. Thus, this Swiss Challenge is being opened to all qualified interested parties to submit their Bid Proposals per this TOR Documents that exceed the negotiated purchase price of CHC of THREE HUNDRED MILLION PESOS (PHP300,000,000.00). CHC shall have the right to match the highest qualified and complying Bid Purchase Price submitted for this purpose.
  8. 8. Conal Holdings Corporation shall post with ICG a Bid Bond in the amount of 20% of its negotiated purchase price of P300 Million or SIXTY MILLION PESOS (PHP60,000,000.00) as a guarantee of its commitment to execute the Deed of Sale and pay the purchase price if the Sale of the IDPP 1 and 2 Facilities (excluding the land and other appurtenances thereof) is eventually awarded to CHC by the ICG. Such bond shall be in the form and validity period as the Bid Bond provided by these TOR Documents. Each other Bidder shall, likewise, post a Bid Bond at least equal and in the same form and validity period to that submitted by CHC.
  9. 9. <ul><li>The Mindanao Grid is presently faced with a looming power crisis due to lack of power capacity, and the ICG considers the IDPP as a very important and crucial power supply source of the City. To ensure that power capacity will be available always to Iligan City, each Bidder shall meet the following requirements to qualify for this Swiss Challenge event: </li></ul><ul><li>Each Bidder shall have the technical and financial qualifications and experience in the operation and maintenance of a bunker C-fired diesel power plant similar to the IDPP as provided for in Clause 9.0 of this TOR Documents; </li></ul><ul><li>The IDPP shall not be transferred to any site outside Iligan City; </li></ul>
  10. 10. c. Six months from the date of turnover of the IDPP to the Awardee of this Swiss Challenge, the IDPP should be fully operational for at least 97 MW, (to help meet the projected Mindanao Grid capacity deficit of over 200 MW); the winning bidder should establish an office here in ILigan City and should give priority to Iligan City for the generated electricity from the plant.
  11. 11. d. Purchase of the IDPP shall be for the whole gross capacity of 113 MW; and e. On date of execution of the Deed of Sale of IDPP, the Awardee shall post with the ICG a Performance Bond in the same amount and form as the Bid Bond to be submitted for the Swiss Challenge to assure ICG of compliance with the above requirements in the sale of the IDPP. Failure to comply with the requirements given in Items (b) and (c) shall give the ICG the right to forfeit the Performance Bond.
  12. 12. 3.0 Grounds for Rejection of Bids The following are the conditions and grounds for rejection of Bids: 1. Bids from bidders who submit multiple Bid Proposals, as provided in Clause 11.0; 2. Bids from bidders who post Bid Bond not in accordance with the specified amount, form and validity period, as provided in Clause 15.0; 3. Bids from bidders who were determined ineligible to bid in accordance with the TOR Documents;
  13. 13. <ul><li>Bids from bidders who are blacklisted from bidding by any Government entity; </li></ul><ul><li>Bids from bidders who lack any or all documents required in the first and second bid envelopes, or whose submissions do not conform to forms required in these TOR Documents; and </li></ul><ul><li>6. Bids from bidders who submitted Bids that are indeterminate, conditional and/or deviate from the requirements specified in the specifications. </li></ul>
  14. 14. 4.0 Disclaimer The ICG assumes no obligation whatsoever to compensate or indemnify the Bidders for any costs, charges, expenses or losses they may incur in the preparation and submission of their Bid Proposals, nor do the ICG guarantees that an award will be made.
  15. 15. 5.0 Eligible Bidder’s Responsibility 1. All bidders are responsible for carefully examining the TOR Documents, and for determining all conditions of and present in the IDPP premises. Failure to do so shall be at the Bidder’s risk. 2. It shall be the sole responsibility of the Bidder to determine and to satisfy himself by such means he considers necessary or desirable as to all matters pertaining to the IDPP. The Bidder, by the submission of his Bid, acknowledges that he has inspected the IDPP and the site conditions thereof.
  16. 16. 3. The Bidder shall be deemed to have examined these TOR Documents and to have obtained on his own responsibility and at his own expense any additional information and plans considered necessary for the completion of his Bid for the Sale of the IDPP. 4. Any information received from the Iligan City Government shall in no way release the winning Bidder from his responsibility for fulfilling his obligations under this Swiss Challenge process and Sale of the IDPP 1 and 2 Facilities excluding the land and other appurtenances thereof.
  17. 17. Bidders shall be responsible to obtaining all data and information in these TOR Documents regarding the condition of the IDPP, access, site ,including climate, water quality and source, or any physical or natural conditions. 5. The Iligan City Government shall not assume any responsibility regarding interpretations or conclusions by the Bidder out of the data furnished in the TOR Documents. 6. Bidders are presumed to have familiarized themselves with all laws, decrees, ordinances, acts and regulations of the Government of the
  18. 18. Republic of the Philippines and its agencies and other instrumentalities which may affect or apply to the operations and activities of the winning Bidder or to the IDPP.
  19. 19. 6.0 Site Visit 1. Bidders are required to visit and inspect IDPP 1 and 2 Facilities and its surroundings and obtain for themselves on their own responsibility all information that may be necessary to prepare their Bid Proposals. The costs of visiting IDPP shall be for the sole account of the Bidders. 2. Upon reasonable prior written notice being given, Bidders and any of their authorized personnel or agents will be granted permission by the ICG to enter the premises of the IDPP Complex for the
  20. 20. purpose of such inspection during normal working hours on a regular business day, but only upon the condition that the Bidders, their personnel and agents shall indemnify and hold the ICG free and harmless from and against all liability in respect thereof and will be responsible for death or personal injury, loss of or damage to property arising during the conduct of such inspection, and any other loss, damage, costs and expenses incurred on account of their gross negligence or wilful misconduct. 3. The Bidder must secure the Certificate of Power Station/Site Inspection from the ICG, which shall be included in the technical proposal (first bid envelope).
  21. 21. 7.0 Pre-Bid Conference(s) The Office of the City Treasurer of the ICG thru the Sanguniang Panlungsod (“SP”) designated for this Swiss Challenge process may convene at least one (1) pre-bid conference to clarify and/or explain any of the requirements, terms, conditions and specifications stipulated in this TOR Documents. The venue, date and time of the pre-bid conference is given in Clause 1.0 of this TOR Documents. Bidders’ representatives shall be required to sign the Highlights of the Pre-Bid Conference prepared by the TREASURER. Notwithstanding the foregoing,
  22. 22. all bidders, whether or not they sent representatives to the pre-bid conference, are deemed to have been informed/clarified of the issues raised during said conference. An eligible bidder with questions or requests for clarification to be discussed during the scheduled pre-bid conference is required to notify the Office of the City Treasurer or SP at least seven (7) calendar days prior to the said conference, delivered or sent by telefax at the address indicated below:
  23. 23. The Chairman, Ad Hoc IDPP Disposal Committee Office of the Sangguniang Panlungsod City Hall, Iligan City Fax No. _________ Any statement made at the pre-bid conference shall not modify the terms and conditions of the TOR Documents, unless such statement is specifically identified in writing as an amendment thereto and issued as a Supplemental Notice.
  24. 24. 8.0 Preparation of Bids Bids shall be prepared on the prescribed Bid Forms provided in this TOR Documents, and in strict compliance with the requirements of these instructions. Bidders shall exercise due care in the preparation of bids, such preparation to be without assistance from any person employed by the ICG. The Bid Price Schedule shall be properly filled in and completed in ink, either handwritten or typewritten and the Bid Purchase Price for the IDPP 1 and 2 Facilities excluding the land and other appurtenances thereof fully and clearly set forth.
  25. 25. The eligible bidder shall carefully study the IDPP Facilities in determining its Bid Purchase Price to be stated in the Bid Price Schedule.
  26. 26. 9.0 Data and Documents to be Submitted With the Bids Bids in the prescribed bid forms shall be submitted in two (2) sealed envelopes with the name of the bidder in capital letters, addressed to the Sangguniang Panlungsod (SP). Bidders shall mark Bids as follows: “DO NOT OPEN BEFORE [Date and Time of Opening of Bids].” A. The first envelope, marked “PREQUALIFICATION REQUIREMENTS” shall contain the following information or documents:
  27. 27. <ul><ul><ul><ul><li>Certified true copies of the bidder’s articles of incorporation and by-laws; provided that: </li></ul></ul></ul></ul><ul><li>(a) if the bidder is a consortium, each member of the consortium shall submit certified true copies of its articles of incorporation and by-laws; and </li></ul><ul><li>(b) if the bidder is a non-Philippine national, the bidder shall submit certified true copies of the equivalent of its articles of incorporation and by- laws, </li></ul>
  28. 28. together with a certified translation thereof in English (if in another foreign language), all as authenticated before Philippine consular officials; <ul><li>Bid Bond in the prescribed form, validity period and amount; </li></ul><ul><li>Power of Attorney/Authority of the Signatory; </li></ul><ul><li>4. Sworn statement executed by the Bidder attesting that he had carefully examined the bidding documents; had acknowledged all conditions, local or otherwise affecting the implementation of the Sale of IDPP; </li></ul>
  29. 29. had made an estimates of the facilities available; had requested for clarification or interpretation on any part of the TOR documents, if necessary; and had inquired and secured Supplemental Notices that may be issued by the ICG; <ul><ul><li>Information on current litigation, if any; </li></ul></ul><ul><li>6. Certification that the Bid Proposal Letter and Bid Price Schedule are in the second envelope; </li></ul>
  30. 30. 7. Bidder’s certification that it has, together with its affiliates, if any, owned and the experience in the operation and maintenance of a total of at least 100 MW diesel power plants in the Philippines or abroad (such certification to be supported by documents describing the power plant/s it owns and has been operating and maintaining, together with their performance and other information giving support to the capability and experience of the Bidder; and
  31. 31. 8. Bidder’s certification that its net worth in its power companies is at least PhP500 Million (such certificate to be supported by documents including the audited Financial Statements attested/authenticated by responsible government agencies such as the SEC or Department of Trade and Industry); If the qualified bidder is a foreigner, for foreign investor or foreign corporation, it must first secure audited financial statement duly signed by an independent accounting/auditing firm in its country of origin showing a net worth of at least P500 Million.
  32. 32. <ul><li>Documentary proof to show that the bidder or if a consortium, each member of the consortium has no civil and criminal liabilities or real-estate tax liabilities towards Iligan City; </li></ul><ul><li>10. Tax clearance of the bidder on other corporations that he owns, if applicable. </li></ul>
  33. 33. B. The second envelope marked “PRICE PROPOSAL” shall contain the following information/documents: 1. Bid Proposal Letter; and 2. Bid Price Schedule. Failure to submit any of the above-cited information/documents required in the first envelopes will mean outright rejection of the submitted bid.
  34. 34. 10.0 Interpretation of Bid Documents and Other Supplemental Notices If an eligible bidder is in doubt as to the meaning of any part of the TOR Documents, he may submit a written request for an interpretation to the SP at any time prior to the submission and receipt of Bids; provided, however, that no such request for interpretation shall be entertained if it is submitted within seven (7) calendar days prior to the bid. Any responses will be issued in the form of Supplemental Notices duly signed by the SP Chairman, copies of which shall be made available to all bidders.
  35. 35. It shall be the responsibility of all bidders to inquire and secure Supplemental Notices that may be issued by the SP. For purposes of clarification and modification on any provisions of the TOR Documents, a Supplemental Notice may be issued upon the initiative of the ICG. Any modifications to the TOR Documents shall be identified as an amendment.
  36. 36. 11.0 Bidders Submitting More Than One Bid Any bidder who submits more than one Bid, whether under the same name or different names shall, be disqualified and all his bids rejected. 12.0 Statement of Prices Bid Purchase Prices shall be stated in Philippine Pesos. Bid Purchase Prices mixed with or in Foreign Currencies shall reflect the current exchange rates of such Foreign Currencies to Peso to reflect the bidders’ Bid Purchase Price for the IDPP.
  37. 37. 13.0 Signatures on the Bid Each Bid shall be signed by the bidder or his authorized representative with his usual signature and shall show the bidder’s full business address. bidder or his authorized representative shall affix his initial on each page and sheet of the documents to be included in the Bid Proposal. Bid Proposals by a consortium shall be signed under the consortium’s name by one of the members of the consortium or by an authorized representative, followed by the signature and official designation of the person signing.
  38. 38. Bid Proposals by corporations shall be signed under the name of the corporation followed by the signature and official designation of the president, secretary or other official authorized to bind it in the matter. The names of all persons signing shall be typed or printed directly below the corresponding signature. A Bid Proposal by a person who affixes to his signature the word “president,” secretary,” “agent” or other designation without disclosing his principal shall be construed to be the Bid Proposal of the individual signing the Bid Proposal. A written power of attorney authorizing the signatory of the Bid Proposal to commit the Bidder shall be submitted.
  39. 39. 14.0 Corrections Corrections, erasures or other changes in the Bid Proposals must be indicated by the full signature of the person signing the Bid Proposal. 15.0 Bid Bond and Period of Validity of Bid Proposals A. Bid Bond Each Bid Proposal shall be accompanied by the Bid Bond in the form attached as Part A of these TOR Documents, in an amount equivalent to that of CHC which is SIXTY MILLION PESOS
  40. 40. (PHP60,000,000.00) or 20% of its Bid Purchase Price for the IDPP, in the form of cash, bank manager’s check, bank draft/guarantee, or irrevocable letter of credit issued by a reputable commercial bank or any combination thereof, as may be required by the SP. The Bid Bond shall be stated in Philippine Pesos or its equivalent in foreign currency and shall be payable to the ICG as a guarantee that the successful Bidder shall execute the Deed of Sale and pay for the winning Bid Purchase Price on the date of the award of the Sale of IDPP. Failure to submit the required Bid Bond in the form, validity and amount prescribed herein shall automatically disqualify the bid concerned.
  41. 41. No Bid Bond submitted by a Bidder shall be returned after the opening of Bid Proposals, except those that failed to comply with any of the requirements to be submitted in the first bid envelope of the Bid Proposal (Qualification Requirements) as hereinafter provided. Other than for this exception, Bid Bonds shall be returned only after the highest qualified and responsive Bidder has been awarded the Sale and has signed the Deed of Sale, but in no case later than the expiration of the Bid Bond validity period indicated herein.
  42. 42. <ul><li>Period of Validity of Bids and Bid Bond </li></ul><ul><li>Bid Proposals and Bid Bonds shall remain valid for One Hundred Eighty (180) calendar days from the date of Bid Proposal submission and opening of first envelope prescribed by the SP and provided in Clause 1.0 of this TOR Documents. A Bid Proposal or Bid Bond valid for a shorter period will be rejected by the SP. </li></ul><ul><li>When necessary, the SP shall request in writing all those who submitted Bid Proposals for the extension of the validity of their Bid Proposals, and if applicable, their Bid Bonds before the expiration date thereof. </li></ul>
  43. 43. Bidders, however, shall have the right to refuse to grant such extension without forfeiting their Bid Bonds. A bidder agreeing to this request shall not be required nor permitted to modify its Bid Proposal. The Bid Proposals of those declining this request shall be returned to those bidders.
  44. 44. <ul><ul><li>Bid Bond of Conal Holdings Corporation </li></ul></ul><ul><li>As the major participant under a Swiss Challenge bidding process, the Conal Holdings Corporation (CHC) which submitted a Purchase Price of P300 Million for the IDPP 1 and 2 Facilities shall post with the ICG or SP a Bid Bond in the same form as required herein this TOR Documents in the amount of P60 Million or 20% of its proposed Purchase Price on submission and opening date of the Bid Proposals. Such bid bond shall be valid for One Hundred Eighty (180) days from Bid Proposal Submission Date provided in Clause 1.0. </li></ul>
  45. 45. 16.0 Single Calculated and Responsive Bid or Swiss Challenge Process A single qualified and responsive Bid or Swiss Challenge Process shall be considered under any of the following circumstances: 1. If after advertisement, only one prospective bidder submits a Bid Proposal and that Bidder is determined to have met the eligibility (technical and financial) requirements and to have submitted a Bid Proposal found to be responsive to the bidding requirements as provided in this TOR Documents.
  46. 46. <ul><ul><li>If after advertisement, more than one prospective bidder submits a Bid Proposal, but only one bidder meets the eligibility requirements or criteria, after which he submits a Bid Proposal which is found to be responsive to the bidding requirements as provided in this TOR Documents. </li></ul></ul><ul><li>3. If more than one bidder meets the eligibility requirements, but only one bidder submits a Bid Proposal, and his Bid Proposal is found to be responsive to the bidding requirements as provided in this TOR Documents. </li></ul>
  47. 47. 17.0 No Failure of Bidding Under a Swiss Challenge bid process, the SP shall not declare the bidding a failure when: 1. no bids are received; 2. all prospective bidders are declared ineligible; or 3. all Bid Proposals fail to comply with all the bid requirements.
  48. 48. In the event that any of the aforementioned situations occurs, the SP shall decide to award the sale of the IDPP 1 and 2 Facilities to the Purchase Price submitted by Conal Holdings Corporation (CHC).
  49. 49. 18.0 Opening, Abstracting, Qualification, Evaluation of Bids and Bid Price Matching A. Opening of Qualification Requirements The SP will open the Qualification Requirements at the on Bid Proposal submission date provided in Clause 1.0 of this TOR Documents, as specified in the advertisement, observing the Supplemental Notices, if any. The bidders or their duly authorized competent representatives shall attend the opening of the Bid Proposals and shall sign a register evidencing their attendance.
  50. 50. Every page of the original copies of all Bid Proposals received and read must be initialled by all members of the SP or their duly authorized representatives and the representatives from the Sangguniang Panglunsod of Iligan City and Commission on Audit. The SP shall verify, validate and ascertain all statements made and documents submitted by the bidder as stated the Instructions to Bidders. The SP shall consider, without limitation, the following:
  51. 51. <ul><ul><li>(a) Verify and validate Bidder’s stated net worth in its power companies being at least PhP500 Million, total capacity of its bunker C-fired diesel power plants being at least 100 MW, ownership, technical and operating competence and experience; </li></ul></ul>(b) Check the performance of bidder in its past and on-going government and private contracts if it has been black listed for non- performance of its contractual obligations, and if the SP verifies and finds defaults due to the Bidder’s fault or negligence, the SP shall disqualify the bidder from the award;
  52. 52. <ul><li>Ascertain the sufficiency of the Bid Bond as to type, amount, form and wording, and validity period; </li></ul><ul><li>Verify the required bank letter of intent to provide financing to the bidder to ensure that the bidder can pay its submitted Bid Purchase Price for the IDPP 1 and 2 Facilities on execution date of the Deed of Absolute Sale thereon. </li></ul><ul><li>(e) Verify that the Acceptance of Waiver and Criteria form has been properly signed by the authorized representative of the Bidder. </li></ul>
  53. 53. <ul><ul><li>Opening of Bid Purchase Price Proposals </li></ul></ul><ul><li>On the Bid Purchase Price Opening Date stipulated in Clause 1.0 of this TOR Documents set by the SP, the sealed Bid Purchase Prices of all qualified bidders shall be opened in public. </li></ul><ul><li>Bidders are advised to be present thirty (30) minutes before the time set for the Opening of the Bid Purchase Prices. </li></ul>
  54. 54. <ul><ul><li>Evaluation of Bids </li></ul></ul><ul><li>All qualified bidders’ Bid Purchase Prices shall be evaluated using the information provided by the Bidders in the Bid Form No. 2 - Bid Price Schedule. </li></ul><ul><li>The qualified and responsive Bidder that submitted the highest Bid Purchase Price for the IDPP 1 and 2 Facilities only and that exceeds the submitted proposed Purchase Price of CHC of P300 Million for the same IDPP 1 and 2 Facilities shall be the Purchase Price that CHC will have to match. </li></ul>
  55. 55. <ul><ul><li>Bid Purchase Price Matching by CHC </li></ul></ul><ul><li>CHC shall be given seven (7) days from the opening date of the Bid Purchase Prices of the Bidders to submit its decision to match the highest Bid Purchase Price for IDPP. Failure to submit its decision in writing on the foregoing date shall give the Bidder with the highest Bid Purchase Price the award of the Sale of IDPP. Should CHC submit its decision to match the highest Bid Purchase Price, the award of sale of IDPP shall be given to CHC. </li></ul>
  56. 56. 19.0 Documents are Strictly Confidential All documents and information received by the SP from the bidders are strictly confidential and the SP will not, and are not duty bound to disclose the contents of, nor supply copies of Bid Proposals received from bidders to any other bidders. Documents comprising Bid Proposals that have been opened will not be returned.
  57. 57. 20.0 Reservation Clause The ICG reserves the right to reject any and all Bid Proposals or not to award the Sale. The ICG also reserves the right to waive any required formality in the Bid Proposals received, provided that waiver does not refer to a major deviation in a Bid Proposal or any requirement pertaining to the substance of a Bid Proposal.
  58. 58. <ul><li>21.0 Bid Bond Forfeiture </li></ul><ul><li>The ICG shall forfeit the Bid Bond of the Bidder/s in this Swiss Challenge process in the following instances: </li></ul><ul><ul><li>ICG or the SP has discovered evidences that the Bidder/s has submitted fraudulent, false and unverifiable information as required in this TOR Documents in the Bid Proposal/s or has prima facie basis of a collusion in the submittals among the Bidders; </li></ul></ul><ul><ul><li>2. The Bidder/s is withdrawing from the Swiss Challenge process after the submission of the Bid Proposals unreasonably; </li></ul></ul>
  59. 59. 3. The Bidder/s violate/s any of the provisions of the executed Acceptance of Waiver and Criteria form in Bid Form No. 1; 4. The Bidder with the highest Bid Purchase Price and awarded the Sale fails to execute the Deed of Sale and issue the corresponding Performance Bond as required in this TOR Documents.
  60. 60. 22.0 Awarding of Contract Award of the Sale of the IDPP 1 and 2 Facilities shall be made to any of the following instances: (1) To the qualified and responsive bidder that submitted the highest Bid Purchase Price for the IDPP 1 and 2 Facilities and which was not matched by CHC; or (2) To CHC if CHC matches the highest Bid Purchase Price of a qualified and responsive bidder for the IDPP 1 and 2 Facilities; or
  61. 61. (3) To CHC if no qualified and responsive bidder submitted a Bid Proposal; or (4) To CHC if no qualified and responsive bidder submitted a Bid Purchase Price higher than P300 Million. Immediately after the SP finally determined and declared the highest Purchase Price for the Sale of the IDPP, including the outcome of CHC matching option, the decision to award the Sale of the IDPP shall be made, and the corresponding Notice of Award shall be issued by the City Mayor as approved and authorized by the Sangguniang Panglunsod of Iligan City.
  62. 62. Sale award shall be made within the bid validity period. Should it become necessary to extend the validity of the Bid Proposals, and if applicable, the Bid Bond, the ICG shall request in writing all those who submitted Bids for such extension before the expiration period. Bidders however, shall have the right to refuse to such request without forfeiting their bid security. As approved and authorized by the Sangguniang Panglunsod of Iligan City, the City Mayor shall sign the Deed of Sale within fifteen (15) calendar days from the receipt by the winning bidder of the Notice of Award and the approval of the Sale by the Sangguniang Panglunsod of Iligan City and Commission on Audit.
  63. 63. On execution date of the Deed of Sale and the payment of the winning Bid Purchase Price for the IDPP, the ICG shall return to the winning bidder the corresponding Bid Bond. Thence, the Awardee shall issue the Performance Bond as provided in Clause 2.0 of this TOR Documents. N. B. The capital gains tax, documentary stamps tax, and all other taxes and charges relative to the sale of the assets shall be for the account of the winning bidder.
  64. 64. 22.0 Appeals By the execution and submission of the Acceptance of Waiver and Criteria form by the Bidders provided in Bid Form No.1, the former bind themselves to comply with the conditions set therein. Violation of any of the provisions of this document shall give ICG or the SP the right to forfeit the Bid Bond. The decision of the SP in all bidding stages of Sale of IDPP 1 and 2 Facilities may be appealed in writing by the bidders. The appeal must be filed within seven (7) calendar days from the date the SP has reached a decision and issued a resolution.
  65. 65. The ICG, whose decision shall be final, shall decide on the appeal within seven (7) calendar days from receipt thereof. The appeal shall be resolved strictly on the basis of the records of the SP. The appeal shall not delay the Swiss Challenge process but it must first be resolved before any award is made. Appeals shall be made by filing a position paper containing the following information: name of bidder, office address, a brief statement of facts and the issue to be resolved.
  66. 66. A non-refundable filing fee shall accompany the submission of the appeal in an amount equivalent to Three Million Pesos (P3.0 Million) or one percent (1%) of the submitted CHC Purchase Price.
  67. 67. PART II – Bid Forms BID FORM NO.1 SALE OF ILIGAN DIESEL POWER PLANT 1 AND 2 FACILITIES BID PROPOSAL LETTER The City Mayor Iligan City Gentlemen: In accordance with the Terms of Refernce (“TOR) Documents for the Sale of the Iligan Diesel Power Plant 1 and 2 Facilities excluding land thereof (“IDPP 1 and 2 Facilities” or “IDPP”, interchangeably), the undersigned, having been authorized as evidenced by Special Power of Attorney, appended hereto as Annex A, representing the BIDDER _____________________________________________________________________________________ (Name of BIDDER) a [corporation/firm organized and existing under the laws of ____________________,/a parnership/joint venture consisting of _____________________,] with business address at________________________________________________________ hereby bid to purchase the IDPP located in Sitio Mapalad, Barangay Dalipuga, Iligan City, Mindanao Island, Philippines, at the Bid Purchase Price as stated in BID FORM NO. 2. The BIDDER agrees, upon receipt of written notice of award, to execute the Deed of Sale and payment of the proposed Purchase Price to the ICG, with the latter having been authorized by the Sangguniang Lungsod of Iligan City of the Sale and as approved by the Commission on Audit.
  68. 68. Enclosed is the BIDDER’S Bid Bond in the sum of PESOS SIXTY MILLION in the form of cash/bank manager’s check/bank guarantee/letter of credit. This offer shall remain open for acceptance by you until ______________ , 2011 . The BIDDER also agrees that the Bid Bond accompanying this Bid Proposal shall be forfeited in favor of ICG in the circumstances mentioned therein . The Bid Bond shall be valid initially for no less than One Hundred Eighty Days (180) calendar days from the opening of the first envelope, and shall be extended thereafter as required by the TOR Document. The BIDDER accepts the qualification criteria, bidding rules and evaluation criteria established by the Sangguniang Panlungsod (“SP”) for this transaction. It also voluntarily waives any rights to enjoin the sale. Attached is a duly executed Acceptance of Criteria and Waiver. The BIDDER warrants that no official or employee of ICG had been employed or retained in the preparation of the Bid Proposals. The BIDDER certifies that its Bid Proposal is in compliance with all of the requirements of the TOR Documents.
  69. 69. Very truly yours, ___________________________________ Name of BIDDER ___________________________________ Business Address By:________________________________ Name in print and signature __________________________________ Designation WITNESSES: ____________________________ ____________________________ Name in print and signature Name in print and signature ___________________________ ____________________________ Address Address ____________________________ ____________________________
  70. 70. REPUBLIC OF THE PHILIPPINES) __________________)ss. ACCEPTANCE OF CRITERIA AND WAIVER I, _______________________________, of legal age, with postal address at __________________, having sworn in accordance with law, hereby depose and say: 1. That I am the ____ ____(position)_______ of the ________(name of company/corporation)_____ with business address at _________________________________________________________. 2. That I am the duly authorized representative of the ______(name of the bidder/consortium/joint venture)__; 3. That _______ (name of bidder/consortium/joint venture)___ is a bidder for the sale of the Iligan Diesel Power Plant 1 and 2 Facilities excluding the land and other appurtenances thereof of the Iligan City Government (“ICG”) in Sitio Mapalad, Barangay Dalipuga, Iligan City, Mindanao Island; 4. That _______ (name of bidder/consortium/joint venture)___ accepts the post qualification criteria, bidding rules, and evaluation criteria established by ICG for the bidding of the sale of the IDPP 1 and 2 Facilities:
  71. 71. 5. That ________ (name of the bidder/consortium/joint venture)___ waives any right it may have to seek and obtain a writ of injunction or prohibition, cease or desist order or r estraining order against ICG or their respective committees, or any of its officers and employees, to prevent or restrain the post qualification process or any proceeding or process related thereto, the holding of a bidding or any proceedings related thereto, the negotiation of and award of sale to any successful bidder, and the carrying out of the awarded sale; 6. That the foregoing notwithstanding, the above waiver is without prejudice to the right of ________ (name of the bidder/consortium/joint venture)___ to question the lawfulness of its disqualification or the rejection of its bid, should it be disqualified or the rejection of its bid, should it be disqualified or its bid be rejected, by appropriate administrative or judicial processes not involving the issuance of a writ of injunction or prohibition or retraining order; 7. That this Acceptance of Criteria and Waiver is being executed in compliance with bidding requirements of the sale of the IDPP 1 and 2 Facilities. AFFIANT FURTHER SAYETH NAUGHT. In Witness whereof, I have set my hands this ____ day of _______, 2011 at ______________. Affiant
  72. 72. SUBSCRIBED AND SWORN to Before Me this ___day of ____, 2011 at __________, affiant exibiting to me his __________________________ issued on __________________in ___________. Notary Public Doc. No. _________; Page No. _________; Book No. _________;
  73. 73. Series of 2011 BID FORM NO. 2 SALE OF THE ILIGAN DIESEL POWER PLANT 1 AND 2 FACILITIES BID PURCHASE PRICE SCHEDULE 1.0 OUR BID PURCHASE PRICE OF IDPP 1 AND 2 FACILITIES EXCLUDING LAND THEREOF IS: ____________________________________________________________________ PHILIPPINES PESOS (PHP __________________) OR EQUIVALENT FOREIGN CURRENCY AT CURRENT EXCHANGE RATE TO PESO OF _________________________________ ________________________________________________________________________ __________________ (____________________________________) SUBMITTED BY: _________________________________ AUTHORIZED SIGNATORY: __________________________________ (Position)
  74. 74. PART 3 – Forms of Bid Security A. Letter of Credit [Date] Irrevocable Standby Letter of Credit No. [  ] Beneficiaries: ILIGAN CITY GOVERNMENT Iligan City Mindanao Island Account Party: [Bidder] [Address] Gentlemen: We, [Name of Bank,] (the “ Bank ”) hereby open our irrevocable standby credit (this “ Letter of Credit ”) on behalf of [Bidder] (hereinafter the “ Account Party ”) in favor of the Iligan City Government(“ICG”), for the sum of SIXTY MILLION PHILIPPINE PESOS (PHP60,000,000.00) or Equivalent Foreign Currency (hereinafter the “ Maximum Amount ,”) to be made available by your request for payment at sight. The Bank has been informed by the Account Party that this Letter of Credit is issued to secure obligations as set forth in the terms and conditions of the TOR Documents, dated [  ] for the Sale of the Iligan Diesel Power Plant 1 and 2 Facilities excluding the land and other appurtenances thereof located in Sitio Mapalad, Barangay Dalipuga, Iligan City, Mindanao Island.
  75. 75. This Letter of Credit shall be valid for one hundred eighty (180) calendar days from the opening of the Bid Proposal on ____________, 2011. Funds under this Letter of Credit are available to ICG in one or more drawings upon the presentation of one or more executed drafts payable at sight, in the form as provided in Exhibit 1 attached hereto, as well as the original of this Letter of Credit (including all amendments thereto, if any). Such draft(s) shall be presented to our office at [  ], on any business day except those in which banking institutions are authorized or required by law to close. Partial drawings and multiple drawings are permitted under this Letter of Credit, as well as drafts presented by one or both beneficiaries. The Bank hereby agrees to honor one or more drafts drawn under, or demands for payment made under, and in conformity with this Letter of Credit, up to the Maximum Amount, and accompanied by the documents required by this Letter of Credit, and the Bank’s honoring of such draft or demand shall not relieve its obligation to so honor any further drafts or demands; provided however , that our aggregate obligation to honor such drafts and demands shall not exceed the Maximum Amount as reduced by prior draws hereunder. This Letter of Credit is not subject to any condition or qualification, and is the obligation of the Bank which is in no way contingent upon reimbursement or likelihood of reimbursement.
  76. 76. This Letter of Credit sets forth in full the terms of our understanding with you, and this undertaking shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement referred to herein, or in which this Letter of Credit is referred to, or to which it relates, except only the drafts referred to herein. Very Truly Yours, [Name of Bank] by:________________________ Name: Title:
  77. 77. EXHIBIT 1 DRAFT ON IRREVOCABLE STANDBY LETTER OF CREDIT NO. [  ] [Date] Pay to the order of Iligan City Government, the sum of SIXTY MILLION PHILIPPINE PESOS (PHP60,000,000.00), drawn on [Bank’s Name], the issuer of the above-mentioned irrevocable standby Letter of Credit, dated [insert date of issuance of Letter of Credit]. Iligan City Government By:__________________________ Name: Position:
  78. 78. CERTIFICATE The undersigned hereby certifies that he/she is authorized to execute this certificate on behalf of the Iligan City government, the Beneficiary under that certain irrevocable standby Letter of Credit No. [  ], issued by [Bank’s Name]. The Beneficiary is entitled to draw the amount stated above pursuant to the terms and conditions of the TOR Documents for the Sale of the Iligan Diesel Power 1 and 2 Facilities excluding the land and other appurtenances thereof located in Sitio Mapalad, Barangay Dalipuga, Iligan City Mindanao Island (as defined in the Letter of Credit). Iligan City Government By:__________________________ Name: Position:
  79. 79. SOURCE OF ______ Part I- Instructions To Interested Parties 1.0 Time and Place for Receipt of Bid Proposals 2.0 Scope of Bid Under Swiss Challenge 3.0 Grounds for Rejection of Bids 4.0 Disclaimer 5.0 Eligible Bidder’s Responsibility 6.0Site Visit 7.0 Pre-Bid Conference(s) 8.0 Preparation of Bids 9.0 Data and Documents to be Submitted With the Bids 10.0 Interpretation of Bid Documents and Other Supplemental Notices
  80. 80. 11.0 Bidders Submitting More Than One Bid 12.0 Statement of Prices 13.0 Signatures on the Bid 14.0 Corrections 15.0 Bid Bond and Period of Validity of Bid Proposals

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