ANNEX A...Contractors. 11 ITPB II-09 (3) (a) (1) Kindly confirm that the exchange rate published by...

ANNEX A: Answers of the PBAC to written queries of Prospective Bidders and Interested Participants

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# Reference Question PBAC Response

1 News Article According to an article published by the Philippine Star (Wednesday, Feb. 25th '15), the O&M contract for the 6 provincial airports will be divided into two packages: - Package A consisting of Puerto Princesa, Iloilo and Bacolod - Silay airports (worth PHP 60.93 Bn) and - Package B consisting of Davao, Laguindingan and New Bohol airports (worth PHP 66.9 Bn). Could you please indicate if the above figures include capital expenditures, operational costs, financial costs altogether? Further to this, could you please indicate the amount that should be dedicated to construction works?

The figures published in the referenced news article include expected capital costs for the development of the Puerto Princesa and the New Bohol (Panglao) airports under the on-going Puerto Princesa Airport Development Project (“Puerto Princesa Development Project”) and New Bohol Airport Construction and Sustainable Environment Protection Project (“New Bohol Construction Project”), which are not within the scope of the Regional Airports Projects. Please refer to the Invitation to Pre-Qualify and Bid (“ITPQB”) published on 15 December 2014 for the indicative Project Costs for each of the airports covered by the Regional Airports Projects. Further information will be provided to Pre-Qualified Bidders in the Instructions to Bidders (“ITB”).

2 Project Information Memorandum (“PIM”), page 58

As it is written on page 58 of the Project Information Memorandum (PIM) for Six Regional Airports, "the Concessionaire needs to undertake immediate expansion of various facilities". Please provide further information about the on-going and future developments and construction works taking place at these airports? What is the scope of work and associated timeline and cost of the "Immediate expansion" works?

Further information will be provided to Pre-Qualified Bidders in the ITB.

3 n/a According to our intelligence, some development and construction works are currently taking place at these

Please see the response to Item 1 above.

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airports. To our knowledge, these works are funded through Government-to-Government (G2G) funding schemes. Are the associated costs of these works included in the PHP 60.93 Bn required for package A and PHP 66.9 Bn required for Package B? How are these works aligned and coordinated with those the Concessionaire needs to undertake? To what extent would the Concessionaire be exposed to risks associated with these works?


4 PIM, page 57 As it is written on page 57 of the Project Information Memorandum (PIM) for Six Airports, the scope of the project for private sector under the PPP arrangement would include the provision of required works with respect to the existing terminal, along with all associated infrastructures and facilities as per applicable standards, to handle operations until the development of new passenger terminal(s). What are the specifications of the required works with respect to building and civil works? When would these specifications be available to potential tenderers for review?


5 PIM, page 49 According to page 49 in the Project Information Memorandum (PIM) for Six Airports, the Department of Transportation and Communication (DOTC) is currently implementing an investment program worth of PHP 4.5 Bn for the construction of the new Puerto Princesa Airport, which will replace the current passenger terminal with a new one (construction works should commence in early 2017). Would the scope of

Please see the response to Item 1 above. Further information will be provided to Pre-Qualified Bidders in the ITB.

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this program be part of the scope given to the Concessionaire? Would this be procured separately? What role should the Concessionaire undertake in the management, development and execution of the said scope?

6 PIM, page 58 According to page 58 in the Project Information Memorandum (PIM) for Six Airports, "DOTC/CAAP will concession the levying of various charges to the private sector proponent". Please provide an initial breakdown of those charges private sector will be levying?


7 n/a Please provide further details on the items below: - Procurement timeline for the six regional airports - Minimum equity portion for the following parties: developers, contractors, operators and other parties, if applicable - Lock-in period for those investors in the Concessionaire.

For the procurement timeline, please see Section II-02 of the Instructions to Prospective Bidders (“ITPB”). For the minimum equity required from the entities fulfilling the Development Experience, Operations and Maintenance Experience, and Financial Qualification Requirements, please see Section II-09 of the ITPB. For the Lock-Up Rules, please see Sections VI-05 and VI-06 of the ITPB. Further information will be provided to Pre-Qualified Bidders in the ITB.

8 ITPB I-03 (ww) (1) Annex QD-4A

Kindly qualify Section I-03 (ww) (1) (c) & (d) by adding the words “…..evidenced by the imposition of a judicial pronouncement or arbitration award”.

Please see Annex B, Item 1 for the relevant revisions to the ITPB.

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Annex QD-4B

9 ITPB II-09 (2) (a) (5) (i)

As per PCAB, the requirement to obtain Large B Classification/License Category AAA is track record of completion of single contract with a value of more than 150 mn PHP. We do not have a similar system for licensing construction companies in our country. Please confirm if it be sufficient to provide the following: - A sworn certification from the Corporate Secretary or the authorized representative that there is no equivalent agency to PCAB in such foreign country; and - A certificate from the statutory auditor certifying that such firm meets the qualifications for securing a Large B Classification/License Category AAA, as specified by PCAB.


10 ITPB II-09 (2) (b) (2)

Please confirm the nature of licenses referred to. "Necessary licenses" pertain to licenses which are granted to authorize a person to practice a profession under the relevant laws, and which are granted to the architects and engineers of Design and Engineering Contractors.

11 ITPB II-09 (3) (a) (1)

Kindly confirm that the exchange rate published by Bangko Sentral Ng Pilipinas on 19th March 2015 can be used for submitting relevant documents, irrespective of any possible change to the Prequalification Document Submission Date.


12 ITPB VI-04 (b) (b.2)

We request that VI-04 (b.2) should be modified from:


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“A Prospective Bidder, any Consortium Member, or any of their Affiliates (of either a Prospective Bidder or of the Consortium Member) has ownership interest of at least thirty three and one third percent (33 1/3%) in any other Prospective Bidder, any Consortium Member of any other Prospective Bidder, or any of their Affiliates (of either the other Prospective Bidder or any of its Consortium Members).” to “A Prospective Bidder, any Consortium Member, or any of their Affiliates (of either a Prospective Bidder or of the Consortium Member) has ownership interest of at least thirty three and one third percent (33 1/3%) in any other Prospective Bidder, any Consortium Member of any other Prospective Bidder.” Similar modification was undertaken by the DOTC during Mactan-Cebu bidding project, taking into consideration crossholding in a number of Philippine companies.

13 ITPB VI-05 (b) (i)

VI-05 (b)(i) states that: "Once a Consortium is pre-qualified to bid, the Consortium’s Lead Member and the Consortium Member proposed to meet the Development Experience under the Technical Qualification Requirements, may not withdraw from the Consortium, nor reduce their


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percentage interests in the Consortium as declared in the Consortium’s Qualification Documents." Under this framework, an opportunity is not available for new members / entities to join a pre-qualified consortium. We request the DOTC to allow members to join a consortium after the pre-qualification stage, subject to no change in lead member and member proposed to meet development experience and the consortium continuing to meet the criteria as laid down in the ITPB. The existing members may be allowed to reduce their percentage interests in the consortium, while maintaining compliance to the guidelines as laid down in the ITPB. We request that such change to continue to be governed under VI-05 (b)(vi)

14 ITPB Annex QD-2

In the event of a Prospective Bidder or a Consortium Member being a listed entity, there may be a large number of public shareholders. Please clarify how the details of public shareholders should be mentioned in the Basic Information Sheet.

For entities listed on the Philippine Stock Exchange (“PSE”), the Prospective Bidder must submit the listed entity’s latest Public Ownership Report and List of Top 100 Stockholders, as submitted to the PSE. For entities listed outside the Philippines, the Prospective Bidder must state where the entity is listed, and must submit the equivalent document/s that is/are submitted to the listed entities public or private regulator.

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15 ITPB Annex QD-4A

We request the DOTC to revise Annex-4A for purpose of clarity, from the current text: “….The projects and contracts referred to in paragraph 1 of the definition above refers to any project or contract of the Prospective Bidder, Consortium Members, Affiliates entity or entities whose experience is being used to meet any of the Technical Qualification requirements, and subcontractors proposed by a Prospective Bidder or Consortia, which was commenced or was in the process of implementation within the last five (5) years before the Qualification Documents Submission Date, and not just to the particular projects or contracts being submitted to meet such Technical Qualification Requirements. Paragraph 1 of the definition above refers to any project or contract of the entity or entities whose experience is being proposed to meet any of the Prospective Bidder, Consortium Members, Affiliates whose experience is being used to meet any of the Technical Qualification Requirements and to the laws and/or regulations applicable to such projects or contracts…..”

To “The projects and contracts referred to in paragraph 1 of the definition above refers to any project or contract of the Prospective Bidder, Consortium Members,


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Affiliates entity or entities whose experience is being used to meet any of the Technical Qualification requirements, and subcontractors proposed by a Prospective Bidder or Consortia, which was commenced or was in the process of implementation within the last five (5) years before the Qualification Documents Submission Date, and not just to the particular projects or contracts being submitted to meet such Technical Qualification Requirements. Paragraph 1 of the definition above refers to any project or contract of the entity or entities whose experience is being proposed to meet any of the Prospective Bidder, Consortium Members, Affiliates whose experience is being used to meet any of the Technical Qualification Requirements and to the laws and/or regulations applicable to such projects or contracts. Paragraph 3 refers to the present Bidding for the Projects i.e. Regional Airport Projects.”

16 ITPB Annex QD-15

Please confirm our understanding that document QD-15 needs to be submitted as an undertaking and does not have to undergo notarization and consularization process.

It is confirmed that Annex QD-15 is to be submitted as an undertaking and that it does not have to be notarized nor consularized.

17 n/a We request the DOTC to confirm that it is sufficient if one member (or its affiliate) of the consortium comprising of two or more members, purchases the bid documents.

It is confirmed that in the case of a Consortium, it is sufficient for purposes of pre-qualification that one Consortium Member or one Consortium Member’s Affiliate purchases the Invitation Documents.

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18 ITPB II-02 (i)

Please clarify whether Bidders are authorized to submit and offer for the two (2) bundles together, independently from stand-alone offers for Bundle 1 and Bundle 2

Bidders are not permitted to submit one consolidated bid covering both Bundle 1 and Bundle 2. Please see Section II-02 (i), which provides that Pre-Qualified Bidders that intend to bid for both Bundle 1 and Bundle 2 shall submit one Bid Proposal for each bundle, with each Bid Proposal to be submitted separately.

19 ITPB II-02 (o)

Please specify what will be the criteria for evaluation of the financial proposals Does the Department of Transportation and Communications (“DOTC”) expect the bidders to propose and upfront bid premium or a revenue-sharing mechanism throughout the concession period


20 ITPB II-02 (o)

Conversely, in case the project necessitates a viability gap funding from the Government, could the DOTC indicate its proposed structure and/or timing


21 n/a Please clarify if all five (5) airports will be contractually authorized to operate international flights without restrictions.

International flights at the Regional Airports will not be restricted, subject to applicable laws and regulations (e.g., CAB, CAAP, and ICAO rules).

22 n/a Can the DOTC share any feasibility studies with the prospective bidders

Feasibility studies will not be shared. Prospective Bidders are expected to conduct their own feasibility assessments for the purpose of participating in this bidding.

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Please note the responsibility of Prospective Bidders under Section II-03 of the ITPB. Other documents and information, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

23 n/a Please clarify the indicative Project Costs announced either in the invitation Documents or through various related communications or presentations. In particular, it would be helpful to understand:

o Whether these estimates refer to Capital Expenditures costs only;

o Over which time period (initial investment/entire concession period) these indicative costs apply; and

Which of these costs are undertaken by the Government and which are expected to be absorbed by the future Concessionaire.

Please see the response to Item 1 above. Further information will be provided to Pre-Qualified Bidders in the ITB.

24 PIM Please Clarify the “Expenses” lines reported in the historic financials of the Project Info Memo. Does the term include only Operating Expenses, or does it also include heavy maintenance expenses, funding costs and depreciation?


25 ITPB Introduction

Please specify the scope of “Security” services that are excluded from the Project Scope.


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26 n/a PBAC classifies these projects as being under an operate-add-transfer (OAT) scheme pursuant to the BOT Law. Kindly give us a copy of President Benigno Aquino III’s express approval of the OAT scheme for these projects.

Copies of government approvals, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

27 n/a Are not the new Panglao Airport and Puerto Princesa Airport more properly implemented under a BOT arrangement and not an OAT arrangement

Please see the Invitation Documents for the contractual arrangement that was approved for the Projects.

28 PIM, page 47 As regards to the Panglao Airport, page 47 of the Project Information Memorandum states that: “The DOTC initiated the construction of the New Bohol Airport in 2014 with financing from JICA (Japan International Cooperation Agency). Once completed the airport will offer the following characteristics…” Kindly Clarify the extent of the construction “initiated” by DOTC and explain how this bidding ties in with the existing arrangements between DOTC and JICA. Please provide us with the relevant agreement between DOTC and JICA.

Please see the response to Item 1 above. Further information will be provided to Pre-Qualified Bidders in the ITB. Documents and information, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

29 n/a Are there local government approvals of these airports projects pursuant to section 25 of the Local Government Code of the Philippines? If so please provide us with copies of the said relevant local government approvals for these airport projects.

Copies of government approvals, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

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30 PIM, page 59 As regards the new Panglao Airport included in the bidding, will the existing Tagbilaran Airport be decommissioned immediately after the inauguration of the Panglao Airport or will both airports continue to operate simultaneously? On page 59 of the Project Information Memorandum: Continuation of Existing Contracts When the private sector proponent takes over the operation of the airports, subject to final approvals, it is currently proposed that the existing contracts will be novated by CAAP to the private sector proponent and once the private sector proponent assumes CAAP’s existing contracts, it would have the option to, allow the contracts to expire, renegotiate the contracts, or terminate the contracts on various grounds, within the boundaries of legal requirements. The private sector proponent would also be allowed to enter into new contracts for the provision of services should there be a need to provide additional services to the airport clientele or should there be additional space to lease out.

The existing Tagbilaran airport will be decommissioned after the New Bohol (Panglao) airport commences operation. Further information will be provided to Pre-Qualified Bidders in the ITB.

31 PIM Kindly provide us with the exact metes and bounds, with coordinates, of the land areas subject of these airport projects. The Project Information Memorandum only has indicative maps. Moreover, who owns the property on which the relevant airports are located GRP

Documents and information, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

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or CAAP or another government entity? Kindly provide us with copies of the relevant land titles. Also, who owns the airport improvements (inclusive of passenger terminal buildings, parking areas, cargo facilities, ATC towers, fuel farms, sewage treatment plants, administration buildings, firehouses, etc., GRP or CAAP or another government entity? Kindly provide us with proof of ownership such as tax declarations.

32 ITPB II-02 (f)

In relation to (f), we request that the PBAC also notify in writing Prospective Bidders who fail to pre-qualify, not just those that do qualify, within the same five (5) calendar days from the approval of the pre-qualification results.

Please see Section VI-07 of the ITPB, which provides: “The PBAC will notify all Prospective Bidders as to whether they passed the qualification stage not later than five (5) calendar days from approval of the Pre-Qualification results.” Please see Section 5.5 of the BOT Law IRR. which provides: “…the PBAC shall duly inform the prospective Project Proponents who have been pre-qualified within five (5) calendar days after approval hereof. Disqualified proponents shall likewise be informed stating therein the grounds for their disqualification within the same period.”

33 n/a Will pre-qualified bidders have to pay for and buy the Bidding Documents (draft concession agreement, etc.)?

No, Pre-Qualified Bidders do not have to pay for the ITB and other Bidding Documents.

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34 n/a Are private entities that are already operating airports in the Philippines, together with their associates and subsidiaries, still qualified to bid for these project or to join consortia bidding for these projects?

Yes, private entities that are already operating airports in the Philippines, together with their associates and subsidiaries, are qualified to bid for the Projects or to join a Consortium to bid for the Projects, provided, that the requirements under the Invitation Documents are complied with.

35 ITPB II-09 (2) (b)

Also, in relation to Article XII, Section 14 of the Constitution, which states

The sustained development of a reservoir of national talents consisting of Filipino scientists, entrepreneurs, professionals, managers, high-level technical manpower, and skilled workers and craftsmen in all field shall be promoted by the State. The State shall encourage appropriate technology and regulate its transfer for the national benefit. The practice of all professions in the Philippines shall be limited to Filipino citizens, save in cases prescribed by law.

And R.A. 9266, together with various laws on engineering in the Philippines, what nationality requirement will the PBAC imposed on proposed design and engineering contractors in determining their qualification? What licensing requirement will the PBAC impose on proposed design and engineering contractors, and effective on which date, in determining

The ITPB does not impose any nationality requirement on the Design and Engineering Contractor. Please see Section II-09 (2) (b) (ii) of the ITPB, which provides that a proposed Design and Engineering Contractor must possess the necessary licenses. "Necessary licenses" pertain to licenses which are granted to authorize a person to practice a profession under the relevant laws, and which are granted to the architects and engineers of Design and Engineering Contractors.

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their qualifications?

36 ITPB II-09 (2) (c)

Is a Prospective Bidder required to name its proposed Facility Operator during the qualification stage? Who is required to meet the Operations and Maintenance Experience requirements, the Prospective Bidder or the Facility Operator designated by the Prospective Bidders?

No, a Prospective Bidder is not required to name its proposed Facility Operator during the Pre-Qualification Stage. Please see Section II-09 (2) (c) (2), which provides which entities may fulfill the Operations and Maintenance Experience Requirement.

37 ITPB II-09 (2) (a) (5)

Will the PBAC apply a nationality requirement on the proposed Construction Contractor?

The ITPB does not impose any nationality requirement on the Construction Contractor.

38 ITPB II-09 (2) (d)

By "Personnel" in "Qualified Key Personnel", do you mean an individual covered by an employer-employee relationship and not a consultant or independent contractors? If yes, who should be the employer? If consultant or independent contractor, should the Prospective Bidders actually engage them at the time of submission of prequalifications documents?

A Qualified Key Personnel may be an employee, consultant or contractor of the relevant reference entity (i.e., Prospective Bidder, Consortium Member, Subcontractor, or any of their Affiliates).

39 ITPB II-09 (2) (d)

Is there a nationality requirement on the "Qualified Key Personnel?"

The ITPB does not impose any nationality requirement on any of the required Qualified Key Personnel.

40 ITPB II-09 (2) (d)

Section 5.4.b.ii of the IRR of the BOT Law requires that the key personnel to "have sufficient experience in the relevant aspects of schemes similar to the subject project" while the ITPB (page 29 on Key Personnel) requires the key personnel to have experience in airport or airport terminal project. Why does the ITPB limit

Please comply with Section II-09 (2) (d) of the ITPB.

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the experience to airport or airport terminal only? Isn't this inconsistent with the requirement under the IRR?

41 ITPB II-09 (3)

With reference to p. 30 on "Financial Qualification Requirements," do you mean that, if the Prospective Bidder is a Consortium, it must have at least one Consortium Member with a 25% equity interest in the Consortium and it is only the Net Worth of such 25% Consortium Member that counts in determining financial qualifications? So a Consortium of five equal parts at 20% each for each Consortium Member could not possibly be financially qualified for the bidding even if all such members each have Net Worth of Php2 Billion? This also relates to the definition of "Lead Member" as appearing to require that Consortium Members must not have equal shares.

Pursuant to Section II-09 (3) (b) (2) of the ITPB, in case of a Consortium, only the Net Worth of the Consortium Members that have at least 25% equity interest in the Consortium will be considered for the purpose of determining compliance with the Financial Qualification Requirement. Note that under Section II-09 (2) (a) of the ITPB, the entity that is intended to fulfill the Development Experience Requirement is required to have at least 33 1/3% interest in the Consortium. A Consortium with five Consortium Members, each with a 20% equity interest in the Consortium, will not fulfill both the Financial Qualification Requirement and the Development Experience Requirements.

42 ITPB II-02 (a) IV-02

On page 18 in part (a), PBAC allows Prospective Bidders to "bid for both Bundle 1 and Bundle 2," why is it that, on page 37, in part IV-02 "A Prospective Bidder or a Consortium Member… intending to bid for one (1) bundle cannot be a member of another Consortium that is bidding… for another bundle"? Are those not inconsistent? If a Prospective Bidder may bid for both bundles, why may it not bid for one bundle, then join a Consortium bidding for another bundle? Please relate this to the definition of "Conflict of Interest" on page 42 and the overall unnecessary linkages brought about by

Section IV-02 of the ITPB is intended to qualify Section II-02. Please see Annex B, Item 8 for the relevant revisions to the ITPB.

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mingling unrelated airport projects.

43 ITPB I-03 (gg)

Isn't it that the term "Net Worth" as defined under I-03 (gg), inconsistent with the definition under the internationally accepted accounting principle?

Please refer to the definition of “Net Worth” in Section I-03 of the ITPB.

44 ITPB I-03 (gg)

Does the Net Worth requirement under the ITPB mean money readily available for investment? Or is it an indication of the capability to raise equity/fund when needed?

Please refer to the definition of “Net Worth” in Section I-03 of the ITPB.

45 ITPB I-03 (hh)

In relation to I-03(hh) of the ITPB, is the definition of "Outstanding Dispute" limited only to dispute with the DOTC or CAAP or does it extend to disputes with other GRP agencies?

The definition of “Outstanding Dispute” in Section I-03 (hh) of the ITPB relates only to disputes with the DOTC or CAAP.

46 ITPB I-03 (ww)

In relation to the definition of "Unsatisfactory Performance" under I-03 (ww), is (1) limited to judicial pronouncements and arbitration awards promulgated in the Philippines? And in (2), is the list of blacklisting "major financial institutions" exclusive? If not, what is considered a "major financial institution"?

The reference to “judicial pronouncement” and “arbitral award” is not limited to those promulgated in the Philippines. The list of international financial institutions is not exclusive, as evinced by the use of the phrase “such as…” Please see Annex B, Item 9 for the relevant revisions to the ITPB.

47 ITPB II-09 (3) (a) (1)

What is the debt-to-equity ratio approved by the authority? Is the Php2 Billion Net Worth requirement supposed to be the equity portion of the Prospective

For the purpose of pre-qualification, the ITPB does not prescribe a required debt-to-equity ratio.

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Bidder. Please refer to the definition of “Net Worth” in Section I-03 of the ITPB.

48 ITPB II-02 (f)

How will PBAC decide which Prospective Bidders pass or fail, by simple majority vote or is unanimity required? Is the decision of the PBAC on pre-qualification final or is it still subject to approval by the DOTC Secretary and the CAAP Board of Directors?

The determination of pre-qualified and disqualified Prospective Bidders will be made by simple majority vote of the PBAC members.

49 ITPB III (1)

Is the "Business Structure" referred to in Section III.1 of the ITPB the same as the "Business Plan" referred to in Section 5.4 b (i) of the Implementing Rules and Regulations of the BOT Law.

Yes, the “Business Structure” referred to in Section III (1) of the ITPB is the same as the “Business Plan” referred to in Section 5.4 (b) (i) of the BOT Law IRR.

50 n/a Who will be the winning bidder’s contracting party, DOTC or CAAP or both, or GRP?

The Winning Bidder’s counterparty will be both DOTC and CAAP.

51 n/a Will the GRP provide a direct government guarantee for these airport projects? What are the Government’s performance undertaking?

The approval for the Regional Airports Projects allows the possibility of providing government support. Further information will be provided to Pre-Qualified Bidders in the ITB.

52 n/a What are the space requirements of the BOC, BOI, AFP-ASC, Bureau of Quarantine, POEA and OWWA? Are those requirements fixed throughout the concession period or subject to adjustment? Is the winning bidder supposed to provide such space for free?


53 n/a Kindly supply us with copies of all the relevant existing Documents and information, to the extent available and

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contracts at the relevant airports, alluded to in the ITPB, together with any amendments or supplements thereto. To date, what is the extent or stage of consultation that DOTC or CAAP has actually had with the contract parties to be affected?

relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

54 n/a Setting aside the issue of existing contracts, will the winning bidder be required to operate all the ancillary facilities at the airport (e.g. cargo facilities, sewage treatment plants, fuel farms, parking areas)? Will the winning bidder be operationally responsible for all those aspects? Is the winning bidder allowed to subcontract the provision of ancillary services with whomever it deems suitable?


55 n/a Will the winning bidders have to hire displaced DOTC employees?


56 n/a In relation to page 69 of the Project Information Memorandum, please provide us with the following:

a) Provide us a complete list and copies of all contracts with existing concessionaires, tenant, service providers, airlines, agents and all other contracts that DOTC and CAAP have with entities operating at the 6 airports.

b) Copy of minutes and results of consultations with existing concessionaires, tenant, service providers, airlines, agents, and all other contracts that DOTC and CAAP have with

Documents and information, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

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entities and stakeholders operating at all 6 airports; and

Copy of written undertaking executed by the existing users, concessionaires, tenants, service providers, airlines, agents and all other entities that DOTC and CAAP have contacts and agreements with operating at all 6 airports will respect the contract and cooperate with the winning bidder.

57 n/a Please provide us with a copy of all existing contracts under OAT scheme and other BOT airport project contracts to make sure that there are no provisions therein that would restrict or otherwise affect the operations of airports included in the two bundles.

There are no existing contracts executed under the OAT scheme. Contracts, documents and other information, to the extent available and relevant, will be available to Pre-Qualified Bidders through a Virtual Data Room.

58 ITPB I-01 (a), (b), &(c) I- 03 (a)

a. Please clarify the use of the term “Affiliates” in Sections I-01(a), (b), and (c) of the ITPB (and other relevant provisions of the ITPB). Does “Affiliates”, as used therein, refer only to the Affiliates used or directly involved in the Projects? b. Under the ITPB, the term “Affiliate” is defined as “a person, corporation or any entity effectively Controlled by or Controlling the Prospective Bidder or Consortium Member (as the case may be) or associated with the Prospective Bidder or Consortium Member (as the case may be) under common ownership and Control.” In this regard, please clarify what is meant by “effectively

a. “Affiliates,” for purposes of Sections I-01(a), (b), and (c) of the ITPB does not refer only to Affiliates used or directly involved in the Projects. b. Please see Annex B, Item 10 for the relevant revisions to the ITPB. c. Please see Annex B, Item 11 for the relevant revisions to the ITPB.

d. For the purpose of determining Control, Auditors that will issue Annex QD-14 must be guided by the definition of Control in Section I-03 (t) of the ITPB, as

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Controlled by or Controlling…” Is the use of the qualifier “effectively” intended to expand or restrict the meaning of Control? c. Please confirm that, for purposes of determining the existence of Control under Section I-03(t)(iii) of the ITPB, a Prospective Bidder may show Control through a set of agreements and not just one legal agreement. d. For purposes of determining Control through legal agreements under Section I-03(t)(iii), please confirm that Auditors who will issue Annex QD-14 (Certificate for Establishing Relationship with Affiliates) can be guided by the principles and standards set out in Philippine Financial Reporting Standards (PFRS) 10 regarding consolidation. It may be difficult for external auditors to make conclusions regarding the effect of legal agreements unless these conclusions are consistent with accounting principles and standards. e. Please confirm that for purposes of establishing Affiliate relationship, intermediate companies may rely on either one or a combination of any of the means by which Control may be exercised under the definition of such term in Section I-03(t).

amended by the relevant Bid Bulletins.

e. For the purpose of establishing Affiliate relationship, please refer to the definition of Control in Section I-03 (t) of the ITPB, as amended by SBB No. 02-2015.

59 ITPB I-03 (w) in relation to II- 09 (2) (a) (1)

Based on the ITPB, “Eligible Period” shall mean a period of last 10 years ending on 31st December 2014. Meanwhile, to qualify for the Development Experience requirement, “The Prospective Bidder must have

The requested revision is denied.

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satisfactorily undertaken the development of Eligible Projects in terms of overall responsibility for designing, engineering, and construction, as evidenced by a certification of capital costs incurred for such Eligible Projects during the Eligible Period, such that the sum total of the capital costs incurred for the Eligible Projects is at least PhP10.0 Billion, and there is at least one Eligible Project for which the capital costs incurred is at least PhP2.0 Billion.” Given the substantial amount of capital cost requirements already required to qualify for the Development Experience requirement, and to encourage broader participation of the private sector in the projects by allowing more entities to qualify with the Development Experience requirement, please consider revising the definition of “Eligible Period” to mean a period of 15 years ending on December 31, 2014, i.e., January 1, 2000 to December 31, 2014.

60 ITPB II-09 (2) (c)

a. At present, a Prospective Bidder may only propose one entity to meet the required O&M Experience (the “O&M Sponsor”), which entity must have at least 10% interest in the Consortium, if the Prospective Bidder is a Consortium. Based on experience, the limitation on the number of entities that may be proposed to satisfy the O&M Experience in relation to the requirement that the O&M Sponsor must own at least 10% of the Consortium, confers upon the O&M Sponsor undue bargaining advantage and exposes the Prospective

a. The requested revision is denied. b. The requested revision is denied.

c. A consortium or an unincorporated joint venture cannot fulfill the Operations and Maintenance Experience Requirement. Please refer to Section II-09 (2) (c) (2) of the ITPB for the entities that can fulfill the Operations and Maintenance Experience Requirement.

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Bidder to the risk of being held hostage since any disagreement may lead to the withdrawal of such O&M Sponsor and, consequently, the disqualification of the Prospective Bidder. Moreover, the requirement also makes the transaction less economically efficient given the O&M Sponsor’s required returns may be higher than those of the other consortium members. We are of the view that this situation is grossly prejudicial to the Prospective Bidder, which is ultimately responsible for the financing, construction, operation and maintenance of the entire project. Thus, we request that the ITPB be revised such that (1) O&M Sponsors need not have any interest in the Consortium and may simply be nominated Subcontractors; (2) Prospective Bidders are allowed to nominate a minimum of one and a maximum of three entities as O&M contractors to meet the required O&M Experience; (3) as long as at least one(1) Subcontractor is rated “passed,” then the Prospective Bidder will be rated “passed” for this criterion; and (4) Prospective Bidders are permitted to use different O&M contractors for different airport bundles. b. We believe that the non-operating members of the

d. Operations and Maintenance Experience may be established through affiliation, pursuant to Section II-09 (2) (c) (3) of the ITPB, or through contact. In case of an entity seeking to establish Operations and Maintenance Experience through affiliation, the entity shouldn’t have subcontracted the Operations and Maintenance of the reference airport. In case of an entity seeking to establish Operations and Maintenance Experience through contract, such entity must be the service provider under an Operations and Maintenance contract. Operating and maintaining an airport means managing the day-to-day operations of the airport (landside and airside) and maintaining the related infrastructure (landside and airside). A ground handling operator is not considered as an entity that “operates and maintains” an airport, since it only provides services to airlines. Please see Annex B, Item 12 for the relevant revisions to the ITPB.

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winning consortium will be sufficiently incentivized to ensure delivery of a high quality service in line, or exceeding, the requirements of the Concession Agreement. In order to assist in obtaining high quality operators for the airports we request that the Annual Passenger Throughput should be reduced to (i) three (3) million passengers per annum in aggregate and (ii) one (1) million passengers per annum for a single airport. c. Please confirm that: (i) the entity that fulfills the O&M Experience may be a consortium or an unincorporated joint venture (the “O&M Consortium”); (ii) where the members of the O&M Consortium all own an interest in another company or entity, the equity interests of such members of the O&M Consortium may be aggregated for purposes of determining whether or not such other company or entity may be considered an Affiliate of the O&M Consortium; and (iii) the O&M Consortium may join the Prospective Bidder for Pre-Qualification without need of incorporation, subject to the condition that the O&M Consortium shall incorporate after the Prospective Bidder in which it has interest has been declared the Winning Bidder. d. Please clarify what qualifies as entity as “operating and maintaining” an airport. In particular, please clarify if it is required that the entity proposed have a separate Operations and Maintenance Agreement or a Technical Services Agreement to demonstrate this or if a

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particular level of ownership of an airport (if the airport is self-operated) sufficient to demonstrate this. In case of ownership requirement, please indicate the minimum acceptable ownership level to qualify.

61 ITPB II-09 (1)

Please consider removing the ownership restrictions on Airline-related Entities under Section II-09(1), e.g. (i) 33% ownership cap on the total equity of the Consortium, (ii) 33% ownership cap of the Project SPC/s for the duration of the Concession Agreement, and (iii) ownership prohibition in any Facility Operator/s, to encourage broad participation from the private sector in these Projects. The restriction on the equity contribution from Airline-Related Parties should be removed to allow Prospective Bidders to consider and/or engage a wider range or operators for the Projects. In this regard, we note that a number of airport operators in South East Asia are airline-related.


62 n/a The ITPB does not explicitly provide for any description of the construction works that the Prospective Bidders will undertake. Thus, we seek clarification on the scope of the Design and Engineering and Construction works. Additionally, please clarify if the specific scope of the Design and Engineering and Construction works will be prescribed by the PBAC or will be left to the discretion of the winning bidder based on actual traffic levels and required operating performance standards. We recommend the latter approach as it will provide the


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DOTC/CAAP with the best value for money solution.

63 ITPB II- 09 (2) (a)

a. In order to satisfy the Development Experience requirement, a Prospective Bidder must have incurred a total capital cost for Eligible Projects of at least PhP10.0 Billion and at least one Eligible Project must have a capital cost of at least PhP2.0 Billion. We note that these are the same thresholds used for the development experience requirement for the Mactan Cebu International Airport (“MCIA”) project, which is a much larger airport than any of the Regional Airports included in the Bidding. Since the projects consist of several individual airports, each of which is much smaller in size and capacity than the MCIA, the thresholds for Development Experience should be lowered to PhP5.0 Billion for total capital costs and PhP500 Million for capital costs incurred for at least one Eligible Project. There should be no need for a Prospective Bidder to have the same development experience as the MCIA because each of the Regional Airports will be individually and separately developed. b. Section II-09(2)(a)(5) also provides that a Prospective Bidder, in order to qualify for the technical requirements under the category of Development Experience, must propose Construction Contractors, each of them possessing in its own name, among others:

a. The requested revision is denied. b. Please see Annex B, Item 13 for the relevant revisions to the ITPB.

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a. A valid ISO 9001 or its equivalent (Quality Management System),

b. A valid ISO 14001 certification or its equivalent (Environmental Management System), and

c. A valid ISO 18001 certification or its equivalent (Occupational Health and Safety System).

In this regard, please clarify what would be considered as equivalents of ISO 9001, 14001, and 18001 certifications.

64 ITPB II- 09 (2) (b)

a. Under Section II-09(2)(b)(2), if the Design and Engineering Experience requirement is to be fulfilled by a Design and Engineering Contractor, the Prospective Bidder must propose at least two, and at most five, Design and Engineering Contractors each of which must have the relevant experience and possess the necessary licenses. In this regard, please clarify the following matters: (1) What are the “necessary licenses” referred to in Section II- 09(2)(b)(2) and should copies of such licenses be submitted with the Qualification Documents? (2) Can a Design and Engineering Contractor be a consortium? b. Section III.6 (ii) (b) requires that, if the project was completed by an Affiliate of the entity which fulfills the Development Experience requirement, evidence of such affiliation must be submitted as an attachment for each project. Please confirm our understanding that if the

a.1. "Necessary licenses" pertain to licenses which are granted to authorize a person to practice a profession under the relevant laws, and which are granted to the architects and engineers of Design and Engineering Contractors. a.2. A consortium or an unincorporated joint venture can fulfill the Design and Engineering Experience Requirement. b. If the Design and Engineering Experience Requirement is to be fulfilled by a Contractor, the experience of such Contractor’s Affiliate cannot be used for the purpose of fulfilling the requirement. Similarly, with respect to a Construction Contractor, the qualifications of such Contractor’s Affiliate cannot be used for the purpose of pre-qualification.

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Design and Engineering Experience requirement is to be fulfilled by a Design and Engineering Contractor, such Design and Engineering Contractor can use the experience of its Affiliate by submitting evidence of affiliation, together with the Certificate of Project Completion or Ongoing Project as required under Section III.6(ii)(b). c. Please also confirm that Design and/or Engineering Contractors are permitted create a special purpose company (SPC) to meet the experience requirements for Design and/or Engineering by nominating the experience of subcontractors. d. Please confirm that the term “design” as used in this section in relation to a Design and/or Engineering Contractor refers to “detailed architectural design.”

c. The query is not clear. d. Please refer to the definition of Design and Engineering under Section II-09 (2) (b) (1) of the ITPB.

65 ITPB VI-04 (b.2)

Please consider (i) limiting “Affiliates” therein to Affiliates used to qualify in the projects because the scope of Section VI-04(b.2) is too broad and (ii) deleting “or any of their Affiliates (of either the other Prospective Bidder or any of its Consortium Members)”. We note that proposed revisions are consistent with the Conflict of Interest provision in ITPB for the MCIA Project. Please see our proposed revision.

“A Prospective Bidder, any Consortium Member, or any of their Affiliates whose experience is used to

The requested addition is denied and the requested deletion is granted. Please see Annex B, Item 4 for the relevant revisions to the ITPB.

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qualify with either the Technical Qualification Requirements or Financial Qualification Requirements (of either a Prospective Bidder or of the Consortium Member) has ownership interest of at least thirty-three and one third percent (33 1/3%) in any other Prospective Bidder, any Consortium Member of any other Prospective Bidder, or any of their Affiliates (of either the other Prospective Bidder or any of its Consortium Members).”

66 ITPB I-03 (aa)

a. Based on the ITPB, the term “Infrastructure Sector” would be limited to airports, highways, expressways, power, ports, railways, metro rail, industrial parks/estates, logistic parks, and real estate development. In this connection, please confirm if the definition of “Infrastructure Sector” includes water projects, such as water supply, treatment and/or irrigation, consistent with the definition of “private sector infrastructure or development projects” under Republic Act No. 6957 (the BOT Law, as amended). We note that under section 2(a) of the BOT Law and section 1.3(v) of the revised implementing rules and regulations of the BOT Law, the term “private sector infrastructure or development projects” includes water supply projects. b. In addition, please confirm that the term “real estate development”, as used in the definition of the term “Infrastructure Sector”, covers the development of land for residential, commercial, industrial, agricultural,

a. The definition of “Infrastructure Sector” in the ITPB does not include water projects. b. Please see Annex B, Item 14 for the relevant revisions to the ITPB.

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institutional or recreational purposes, or any combination of such including, but not limited to, tourist resorts, reclamation projects, building or housing projects, whether for individual or condominium ownership, memorial parks and others of similar nature. We note this definition is lifted from Section 3(d) of the IRR of R.A. 9646 (Real Estate Service Act of the Philippines). In this regard, please consider as included in the term “real estate development” the construction of buildings (e.g. office buildings, schools, hospitals) whether such construction be for developer’s own use or for use by third parties.

67 ITPB I-03 (ww) (1) & (2)

a. The definition of “Unsatisfactory Performance” under Section I-03 (ww)(1) appears to be too broad. Please consider our proposed revision [below].

“a. failure to satisfactorily perform any of its material obligations on any material contract, as evidenced by the imposition of a final and executory judicial pronouncement or arbitration award; b. expulsion from any project or material contract, provided, that where the expulsion (i) results from an act of all or some of the other parties to such project or material contract pursuant to the relevant project agreements, there being no fault on the part of the expelled party, as confirmed by a final court or arbitral judgment, if applicable, (ii) results from the mutual agreement of the parties to the project or

a. Please see Annex B, Item 1 for the relevant revisions to the ITPB.

b. The list of international financial institutions is not exclusive, as evinced by the use of the phrase “such as…” Please see Annex B, Item 9 for the relevant revisions to the ITPB.

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material contract, (iii) results from a final court or arbitral judgment, or (iv) results from agreements by way of settlement and compromise, there being no fault on the part of the expelled party, such expulsion shall not be deemed as an incident of Unsatisfactory Performance; c. termination or suspension of any of its projects or material contracts due to a breach of its obligations; or d. material violation of laws and/or regulations applicable to any of its projects or material contracts, including but not limited to environmental, health, safety, labor and social welfare laws and regulations, as evidenced by the imposition of a final and executory judicial pronouncement or arbitration award.”

b. The definition of “Unsatisfactory Performance” under Section I-03 (ww)(2) refers to the inclusion in a black list issued by any governmental agency of the Philippines or in the Debarred and Cross-Debarred Firms & Individuals list of major international financial institution such as the World Bank, European Bank for Reconstruction and Development, Asian Development, Asian Development Bank, Inter-American Development Bank and African Development Bank Group. Please clarify whether the enumeration of financial institutions therein is exclusive.

68 ITPB a. The ITPB requires entities whose Development a. Please refer to SBB No. 02-2015 for the definition of

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II- 09(2)(a)(3) II-09(2)(b)(3) II-09(2)(c)(4) III(1)(i) III(6)(ii)(a) & (b) III(7)(ii)(a) & (b) III(8)(ii)(a) & (b) III(9)(ii)(2) in relation to Annexes QD-11 to QD-14.

Experience, Design and Engineering Experience, and Operation & Maintenance Experience are being submitted in fulfillment of such requirements, to each submit a certificate from an Auditor, as per the format provided at Annexes QD-11 to QD-13, as relevant. The ITPB also requires entities using the experience of their affiliates in fulfilling the technical and financial qualification requirements to submit a Certificate for Establishing Relationship with Affiliates issued by an Auditor. In this regard, kindly clarify the meaning of the term “Auditor” and who may qualify to issue the certificates referred to in Annexes QD-11 to QD-14. Please consider allowing, in addition to the Auditor, the required certificates to be issued by an authorized representative or appropriate officer of the concerned entity. This should be sufficient for purposes of assuring accuracy and completeness of the submissions given that the certificates are to be executed or issued under oath. In addition, if the term “Auditor” refers to third-party service providers, this would mean that additional costs must be incurred by the Prospective Bidders, their Subcontractors and their respective Affiliates to have such certificates executed or issued; this would also take considerable time and effort, especially where such Auditors do not issues such certificate and require due diligence. b. Where it is not customary to issue the certificates

“Auditor.” The requested revision is denied. b. It is confirmed that it would be acceptable for the certifications from the Auditors to contain such qualifications as the Auditors may deem necessary to be able to issue the required certifications, provided, that such qualifications must be reasonable, that the certifications must conform substantially to the templates provided in the ITPB, and that the qualifications do not have the effect of making the certifications inconsistent with the requirements under the Invitation Documents. It is also confirmed that reasonable revisions or deviations from the templates in the ITPB that would be necessary to incorporate such qualifications of the Auditors would not be considered as failure to comply with the terms, conditions, and instructions of the ITPB or otherwise lead to the disqualification of the Prospective Bidder. c. It is confirmed that in case of Auditors who do not have a seal, the logo, trade name or letterhead of the Auditor, along with the signature of the Auditor’s authorized representative, appearing on the certifications would suffice to replace the requirement of affixing the seal of the Auditor. For the avoidance of doubt, in case the seal of an Auditor will be used, the certifications must also bear the signature of the

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required of the Auditor, it may be difficult for Prospective Bidders, their Subcontractors and their respective Affiliates to procure such certificates strictly in the form appearing in the annexes without any qualifications or accompanying explanatory notes. Thus, please confirm whether: (i) it would be acceptable to the PBAC for the certification from the Auditors to contain such qualifications as the Auditors may deem necessary to be able to issue the required certification; and (ii) any revision or deviation from the template forms attached to the ITPB that would be necessary to incorporate such qualifications required to be made by the Auditors would not be considered as failure to comply with the terms, conditions and instructions of the Invitation Documents under Section VI-02 or otherwise lead to the disqualification of the Prospective Bidder.

c. We understand that not all external or statutory auditors have a seal. In this regard, please confirm that for purposes of compliance with the QD forms, the logo, trade name or letterhead of the external auditor in the certificate would suffice to replace the requirement of affixing the seal of the audit firm.

Auditor’s authorized representative.

69 ITPB Annex QD-2

a. Paragraph 9 of Annex QD-2 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:

a. For entities listed on the PSE, the Prospective Bidder must submit the listed entity’s latest Public Ownership Report and List of Top 100 Stockholders, as submitted to the PSE.

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-Top 20 is sufficient. Please confirm our understanding that it would be sufficient to submit the top 20 stockholders of a listed company. - Cut-off date as of 10 business days prior to Qualification Documents Submission Date is acceptable. Please confirm our understanding that, given that it would take stock and transfer agents some time to produce such a list of stockholders, the top 20 stockholders of a listed company as of at least 10 business days prior to the Qualification Documents Submission Date, certified by its corporate secretary or stock and transfer agent, would be acceptable. - Share 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 paragraph 9 of Annex QD-2. b. Paragraph 10 of Annex QD-2 requires an entity included in the Business Structure to list the name, nationality and percentage total of beneficial ownership of shareholders owning more than 5% beneficial interest. In this regard, please confirm if Prospective Bidders or Consortium Members that are listed companies may rely on SEC Form 18-A and SEC Form 23-A/ 23-B that were filed by their substantial shareholders in the Philippine Stock Exchange.

For entities listed outside the Philippines, the Prospective Bidder must state where the entity is listed, and must submit the equivalent document/s that is/are submitted to the listed entities public or private regulator. The required submissions with respect to listed entities may be as of a date no earlier than five banking days (in Makati City) from the Qualification Documents Submission Date. Shares held by PCD Nominee may be lumped together in the List of Top 100 Stockholders. b. For entities listed on the PSE, the Prospective Bidder must submit the listed entity’s latest Public Ownership Report and List of Top 100 Stockholders, as submitted to the PSE. For entities listed outside the Philippines, the Prospective Bidder must state where the entity is listed, and must submit the equivalent document/s that is/are submitted to the listed entities public or private regulator.

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70 ITPB II-09 (2)

a. Section II-09(2) provides, in part, that “Experience for any activity (Development / Design and Engineering / Operations and Maintenance) relating to an Eligible Project shall not be claimed by two or more Consortium Members. Accordingly, no double counting by a Consortium in respect of the same experience shall be permitted in any manner whatsoever.” In this regard, please clarify what constitutes double counting. b. Please confirm that for purposes of meeting the Development Experience or Design and Engineering Experience Requirements, where the Construction Contractor or Design and Engineering Contractor is part of a consortium or an unincorporated joint venture formed to undertake a specific project submitted to fulfill the Development Experience or Design and Engineering Experience Requirement, as the case may be, the Contractor may submit such project for as long as such Contractor was the entity controlling the works and was the entity responsible and accountable for the outcome of such works (regardless of the specific description of the entity’s role in such project).

a. The prohibition against “double counting” means that two or more Consortium Members cannot use the same reference project for the purpose of fulfilling the same Technical Qualification Requirement for their Consortium. b. With respect to a Construction Contractor, note that if such Contractor is not being used to fulfill any other Technical Qualification Requirement, it would not be required to identify or submit a reference project. With respect to a Design and Engineering Contractor, the role of such Contractor in the reference project must comply with the description of Design and Engineering under Section II-09 (2) (b) (1) of the ITPB.

71 ITPB VI-05 (b.ii)

Please confirm that there is no need to replace the withdrawing Consortium Member with the Design and Engineering Experience if there are also Subcontractors with the required Design and Engineering Experience.

It is confirmed that there is no need to replace the withdrawing Consortium Member with the Design and Engineering Experience, provided, that the Prospective Bidder has a Subcontractor that fulfills the required Design and Engineering Experience Requirement.

72 ITPB In relation to the requirement of submission of the latest If a foreign Prospective Bidder or Consortium Member

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III (3) (2) n/a Information Sheet (“GIS”), please confirm if a foreign Consortium Member that does not have a GIS (or its equivalent) may submit instead a certification from its corporate secretary or authorized representative that no such document (or its equivalent) is available in the country where the Consortium Member is registered for recognition or creation of its juridical personality or capacity.

does not have a GIS (or its equivalent), such Prospective Bidder or Consortium Member shall submit a certification from its corporate secretary or authorized representative stating that no such document (or its equivalent) is available in the country where the Prospective Bidder or Consortium Member is registered for recognition or creation of its juridical personality or capacity AND such Prospective Bidder or Consortium Member must also submit a document providing similar information as required in a GIS, certified either by the appropriate government agency in its home country, or by such Prospective Bidder or Consortium Member’s corporate secretary or authorized representative.

73 ITPB III (5) (i)

Section III(5)(i) of ITPB provides that the Notarized Certification of Absence of Unsatisfactory Performance Record may be submitted individually by each of the authorized representative of each of the Prospective Bidder and the entities listed in all sections of the Business Structure (Annex QD-1A or QD-1B) OR jointly by all such entities through an authorized representative designated using the form prescribed in Annexes QD-10A and QD-10B and specifically authorized for that purpose. Meanwhile, Section III(11) provides that form QD-10B (Authority to Apply to Pre-Qualify and Bid and Designation of Authorized Representative) is to be submitted by each Consortium Member. In this regard, please clarify whether the option to

Yes, the option to submit a Joint Certification of Absence of Unsatisfactory Performance Record, using Annex QD-4B, is available only to the Consortium Members who will be submitted Annex QD-10B.

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submit a joint Certification of Absence of Unsatisfactory Performance Record, using the form in Annex QD-4B, is available only to the Consortium Members who will be submitting Annex QD-10B.

74 ITPB VI-05 (b) (iv)

This provision provides: A Consortium Member may form a holding company or a subsidiary which would hold its entire interest in the Consortium. All Consortium Members may form a holding company or subsidiary which would hold their collective interests in the Consortium. All limitations and restrictions applicable to the Consortium Members with respect to their interests in the Project SPC/s shall continue to apply to each of the Consortium Members irrespective of the holding structure they enter into. In this connection, please confirm that the incorporation of a holding company by some, not all, of the Consortium Members should be allowed as long as the indirect interests of all Consortium Members remain the same.

The holding company or subsidiary referred to in Section VI-05 (b) (iv) of the ITPB must be formed by all Consortium Members.

75 ITPB VI-06 (2nd para.)

After Qualification, the Winning Bidder should not be obligated to maintain its affiliation with respect to entities that are used for purposes of satisfying the Qualification Requirements, especially if the divestment of such Affiliate is in good faith and pursuant to a legitimate business reason. Please consider removing this requirement.

Please refer to Section VI-06, Paragraph 2 of the ITPB.

76 ITPB We note that the entity proposed to meet the Financial The understanding is confirmed.

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Annex QD-4A in relation to II-09 (3) (c)

Qualification Requirement must submit a Certification of Unsatisfactory Performance Record, as per the format provided in Annex QD-4A or Annex QD-4B, but only in relation to the last two paragraphs of the definition of “Unsatisfactory Performance”. In this regards, please confirm our understanding that in the Annex QD-4A (Certificate of Absence of Unsatisfactory Performance) to be submitted by such entity, the first paragraph thereof may be deleted.

77 ITPB Annex QD-8

The Financial Summary in Annex QD-8 (Notarized Statement of Financial Qualification) includes details which are not necessary for the computation of Net Worth. Please consider deleting items 1, 2, 12 and 13 of Annex QD-8.


78 ITPB I-03(tt) II-09 (3) (a) (1)

Under Section I-03(tt), “Set-Aside Deposit” is defined as “the amount referred to in Section II-09(3)(a)(1)”. Such definition provides the amount of, but does not provide the specifics of what constitutes, a “Set-Aside Deposit”. Please provide clarification on whether the specified amount should be deposited in a bank account to be deemed a Set-Aside Deposit.

Please refer to SBB No. 02-2015 for the definition of “Set-Aside Deposit.”

79 ITPB II-02

We note that the Outline of the Bid Process does not provide for one-on-one sessions or meetings among DOTC and/or CAAP and the Prospective Bidders. Please consider scheduling one-on-one meetings with the Prospective Bidders for purposes of clarifying


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certain items in the draft Concession Agreement and other related items.

80 ITPB II-09 (3) (a) (2)

Please confirm that there is no specific required form of support letter from lenders. Please confirm that the letter testimonial need not be issued by a bank identified by the Prospective Bidder/Consortium Member in Item 2 of QD-8.

It is confirmed that there is no specific form required for the support letter from lenders, provided, that the contents of such letter should comply with requirements under Section II-09 (3) (a) (2) of the ITPB. The second part of the query is unclear.

81 ITPB II-05

Section II-05 (Queries and Bid Bulletins) provides that "all parties who purchase the Invitation Documents may send any queries on any aspect of these documents in writing, by personal delivery and e-mail, to the Head of the PBAC, and copied to the PBAC Secretariat, the DOTC, the CAAP, the Public-Private Partnership Center (PPP Center) at the following addresses, e-mail addresses and fax numbers”. The requirement of personal delivery to entities that have to be copied appears too stringent. Please confirm that the furnishing of the copy of the queries to the PBAC Secretariat, the DOTC, the CAAP, the Public-Private Partnership Center (PPP Center) may be done by personal delivery or by e-mail or by fax.

The requirement under Section II-05 is reiterated.

82 n/a Is there a detailed development plan for each of the airports?


83 ITPB II-07

All documents or certifications issued by foreign authorities or executed outside of the Philippines shall

Yes, if issued by foreign authorities or executed outside of the Philippines, annual reports and charter

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also be authenticated before a Philippine consular official at the Philippine consular office having jurisdiction over the place of issue or execution. For purposes of Pre-Qualification, the PBAC will accept the documents if they have been stamped “received” by the appropriate Philippine consular office, subject to submission of the same documents with the required authentication on the Bid Proposals Submission Date. Please clarify whether published documents such as Annual Reports or Charter documents should also be notarized even if they are in English language

documents should be notarized and consularized, even if they are in the English language.

84 ITPB II-09 (2) (a) (5)

As the private sector partner is responsible for overall implementation of the projects under PPP initiatives, we request you to delete the provision of proposing of at least 2 contractors and consider experience of prospective bidder, as under PPP projects, it has the responsibility of overall experience of project from design stage to Operation and Maintenance stage. Prospective bidder can be provided opportunity to decide on contractors at the time of Bid stage as it will help in submitting competitive proposals.


85 ITPB II-09 (2) (b)

As the private sector partner is responsible for overall implementation of the projects under PPP initiatives, we request you to delete the provision of proposing of at least 2 contractors. Prospective bidders should be provided opportunity to decide the contractor names at


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the Bid stage as it may lead to competitive proposals. For the qualification purposes, experience of prospective bidder shall be considered if it has overall experience of project from design stage to Operation and Maintenance stage on PPP format.

86 ITPB II-09 (2) (C)

The Project SPC/s shall be required to have at least twenty (20%) interest in the Facility Operator/s for the airports. Please clarify the following: a. Whether SPC can act as Facility Operator itself if it decides not to outsource the operations to third party

The Project SPC/s can acts as the Facility Operator/s, subject to compliance with applicable laws and regulations.

87 ITPB II-09 (2) (d)

Please clarify whether prospective bidder can provide undertaking to employ qualified key personnel based on the requirements of Authority instead of specifying the names at qualification stage itself.

The requirement under Section II-09 (2) (d) is reiterated.

88 ITPB II-09 (3) (a) (2)

The Prospective Bidder shall provide a letter testimonial from a domestic universal/commercial bank or an international bank with a subsidiary/branch in the Philippines or any international bank recognized by the BSP attesting that the Prospective Bidder and/or members of the Consortium are banking with them, and that they are in good financial standing and are qualified to obtain credit accommodations from such banks to finance the Projects.


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Banks issue this kind of letter with some restrictions. We request Authority to consider the letters from banks provided as per their internal requirements.

89 n/a As per BOT law, we understand Philippino entities has to hold 60% equity in the project company. Please clarify whether the foreign entity can tie up with local partner during the next stage of the bidding process if it satisfies the pre-qualification conditions itself.

Please see the response to Item Error! Reference

source not found. above. A Prospective Bidder must satisfy all Qualification Requirements under Section II-09 of the ITPB in order to be pre-qualified to bid for the Projects. Subject to compliance with Section VI-05 of the ITPB, the composition of a Consortium may be changed.

90 ITPB 2 c. 3. (ii)

We understand, according to article 2 c. 3. (ii), that, if the prospective bidder is a consortium, the consortium can only benefit from the O&M experience of one of its member’s Affiliate. Which taking into account the definition of Affiliate and Control implies that the said consortium member need to have: (i) ownership of at least fifty percent (50%) plus one (1) share of the total outstanding voting shares or (ii) ownership of at least twenty percent (20%) of the outstanding voting shares and (a) possession of at least fifty percent (50%) plus one (1) share of the voting rights through a voting trust or other voting agreements entered into at least one (1) year before the Qualification Documents Submission Date or (b) the ability to elect a majority of the members of the Affiliate's board of directors or (iii) a legal agreement entered into at least one year before the

Please refer to SBB No. 02-2015, Item 4 for the revised definition of “Control.” Please refer to Item 60 (d) above.

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Qualification Documents Submission Date. We would like to know if the grantor would envisage to partly relieve this requirement by taking into account the experience of a consortium member (i) having an influence on the control of the company in charge of the operation and maintenance of the “reference airport”, for example a shareholder holding 20% of the shares, assuming that no other shareholders hold more than 50% of the shares, and (ii) providing , through a dedicated agreement, operation and maintenance support, including secondment of key staff, to the company in charge of the operation and maintenance of the “reference airport”.

91 ITPB I-03 (t)

As per definition of the term “Control”, in determining ownership of shares in a corporation, shares held both directly and indirectly will be counted. As an illustration: If C is a subsidiary of A, through an intermediary B, A’s percentage interest in C is typically taken as equal to B’s percentage interest in C, as long as A has controlling interest in B. We recommend that similar methodology may be adopted by the DOTC in determining Control.

For the purpose of determining Control under the ITPB, A’s ownership level in C will depend on A’s ownership level in B and B’s ownership in C. To illustrate, the ownership of A in C would be computed as A’s percentage ownership in B multiplied by B’s percentage ownership in C.

92 ITPB QD-07

The format QD 7 includes a field for the cost of O&M contract. Our projects are developed under PPP framework on Build-Own- Operate-Transfer model,

The Prospective Bidder may provide information on the actual costs incurred for undertaking the Operations and Management component of the contract.

ANNEX A


wherein there is no separate cost contract for O&M. We request your approval to furnish this format accordingly.

93 SBB No. 1 The Special Bid Bulletin No. 1 states that Development costs must be adjusted to current prices using the Philippine Statistics Authority (PSA)'s Consumer Price Index (CPI). Development costs denominated in a foreign currency must first be converted to Philippine Pesos using the Bangko Sentral ng Pilipina's reference exchange rate on the date of project completion, then adjusted to current prices using the Philippine Statistics Authority's Consumer Price Index. Please clarify: 1) Should the project development cost be the costs incurred as of date of project completion (in foreign currency) or should it include costs incurred beyond the project completion date? To put it differently, capital projects have development cost spread over multiple years and some of the years could be beyond the project completion date. In such scenario, confirmation is requested on the methodology of calculation of development costs. 2) The latest CPI available on the Philippines Statistics Authority corresponds to February 2015 (http://web0.psa.gov.ph/business/price-indices; accessed on 3rd April 2015). Please confirm if the adjustment to current prices can be done using February

1. Project development cost should include costs accrued as of the date of project completion 2. It is confirmed that project development costs must be inflated up to February 2015.

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2015 CPI numbers.

94 ITPB Introduction

We refer to "INTRODUCTION" of ITPB, this part said the following services are not included in the scope of the Projects and would continue to be provided by the relevant agencies at the airport. Who will take responsibility of design and procurement of equipment which will be relate to relevant agencies? We understand bidders need to consider location of equipment or facilities which will be necessary for the relevant agencies to provide services at expanded areas. Does DOTC take responsibility to discuss and received approval above things with relevant agencies for the sake of smooth construction?


95 ITPB I-02 VI-02

This part mentions "The provisions of the BOT Law and other applicable Philippine laws shall govern all matters not specifically covered by the Instructions to Prospective Bidders and other Invitation Documents." and "other grounds for rejection or disqualification of Bidders under the Philippine BOT Law, the Revised IRR, and any other applicable laws." Would you kindly clarify "other applicable Philippines laws" by listing up applicable laws as many as possible ?And can we assume this Airport operation is recognized as public facility operation which is listed in Negative List A so that maximum shares of foreign entity/ies are limited as 40%?


source not found. above. Please note the responsibility of Prospective Bidders under Section II-03 of the ITPB.

96 ITPB Would you kindly advise (1) until when, the legal Further information will be provided to Pre-Qualified

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I-03 entity/ies need to be formed and (2) if this legal entity/ies must be registered to SEC of the Philippines ?

Bidders in the ITB.

97 ITPB I-03

This part mentions that "Facility Operator/s" means the entity/ies designated by the Winning Bidder that will operate the airports, in accordance with the Concession Agreement/s. Would you kindly advise the definitions of "designated" ? It may be either contractual relationship or capital ties (or both).

Pursuant to Section II-09 (2) (c) (6), the Project SPC/s shall be required to have at least twenty (20%) interest in the Facility Operator/s for the airports. The Facility Operator/s shall also be required to establish a contractual relationship with the Project SPC/s. Further information will be provided to Pre-Qualified Bidders in the ITB.

98 ITPB I-03

This part mentions that "Project SPC/s” means a domestic special purpose company/ies incorporated pursuant to the Corporation Code of the Philippines for the purpose of undertaking the Projects." Can we understand that this "a domestic special purpose company/ies" stated above is/are "the legal entity/ies formed by Winning Bidder" in the DEFINITIONS of I-03, o. "Concession Agreement"?

Yes, this understanding is correct.

99 ITPB V-01

This Section mention that "Prospective Bidders shall submit the Qualification Documents in: Five (5) readable compact disc (CD), flash drive or flash disk containing an electronic copy of all Qualification Documents, in Portable Document Format (.pdf) format.". However, it was also mentioned that "Each of the ten (10) envelopes containing the Qualification Documents and the envelope containing the CD, flash drive or flash disk must be sealed" in the last sentence

The correct number is five (5).

ANNEX A


of this page. Would you kindly clarify which is correct number, 5 or 10 ?

100 n/a We would suggest an ocular inspection/observation tours of all listed airport facilities and lands be allowed under the ITPB and desire to have such an opportunity to conduct site inspection tour.


101 ITPB Annex QD-13 Annex QD-14

In terms of a difinition of "Auditor" who will sign on the required Pre-qualification documents QD-13 and QD-14, are there any required conditions on "Auditor"? If Yes, would you please specify it in detail?

Please refer to SBB No. 02-2015 for the definition of “Auditor.”

102 n/a We duly understand the business right of Duty Free is monopoly under the current effective Philipine law, Philippine Tourism Act, however as it would be very important factor in airport operation as one of major revenue from non-avaition field, we'd sincerely like to request Philippine government to change or ease an applied restrictions on this matter.


103 ITPB Annex QD-2

In case of a listed company in the first class Stock Exchage Market (i.e. Tokyo Stock Exchange), there are huge number of shareholders existing, but would you please limit shareholders number, for example top 10 shareholders, which should be specified in the required Pre-qualificaiton document, Annex QD-2?


ANNEX A


104 ITPB II-092.c

The Original Entity which fulfills O&M Experience requirement will create Consortium or an unincorporated Joint Venture (O&M Consortium) with another non-related entity (assuming The Original Entity acquires 50% + 1 voting share and another non-related entity acquires 50% - 1voting share), and in such case will O&M Consortium be recognized as the entity fulfills O&M Experience requirement because the original entity will be recognized as the Subsidiary of O&M Consortium? In addition to the above question, once The Original Entity is qualified as O&M Experience requirement holder during Pre-qualification evaluation process, then is it possible for The Original Entity to create the aforesaid Consortium or an unincorporate Joint Venture (O&M Consortium) after Pre-qualification but before the actual bid, and will this O&M Consortium be certified as the entity fulfills O&M Experience requirement too?

Please see the response to Item 60 (c) above.

105 n/a Does Philippine FDI Law apply to "Prospective Bidder (in case of Consortium)" and "Project SPC(in case of Consortium)"? As it were, Philippine company should be required to acuire more than 60% of total equity of Prospective Bidder and Project SPC(Consortium)?


source not found. above.

106 ITPB II-09 2.c

Does Philippine FDI Law apply to "Facility Operator (in case of Consortium)"? As it were, Philippine company should be required to acuire more than 60% of total equity of Facility Operator(Consortium)?

Philippine laws on foreign ownership restrictions apply to the Facility Operator.

ANNEX A


107 ITPB II-09 2.c

In case of creating Facility Operator (Consortium), we recognize "Project SPC" needs to obtain at least 20% equity of Facility Operator, but are there any requirements like how much percentage of Facility Operator's equity the entity fulfills O&M Experience requirement should take?

The O&M Experience Proponent is not required to own a specific amount of equity in the Facility Operator.

108 ITPB II-09 2.c

In addition to the above question 18, we understand that Project SPC must contribute 20% or more capital to "Facility Operator", but are there anyother regulations on the remaining shareholders who will carry upto 80% equity of Facility Operator?

Subject to Philippine laws on foreign ownership restrictions, there are no other requirements on the ownership structure of the Facility Operator.

109 ITPB II-09 2.c

In the event that we would participate in the bidding on both bundles and would be awarded in both bids, is it allowed to establish two(2) Facility Operators, each Facility Operator will operate airports are contained in each bundle separately?


110 ITPB II-09 2.c

In related to the above question 20, as the result of getting a bid award for one bundle which contains two(2) airports for example, is it allowed forWinning Bidder to create two(2) Facility Operators which will operate single each airport within the same bundle?


111 n/a We understand that DOTC/CAAP will have ONE-ON-ONE Meeting with Prospective Bidders in the bidding process.If this understanding is correct, when , how and with whom will DOTC/CAAP execute the ONE-ON-ONE Meeting ?


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112 n/a If we would be allowed to ask the reason, would you please give us a detail explaination why Puerto Princesa Airport has been gotten rid of from The Project itself? We originally understood and expected that Puerto Princesa must be included in The Project. In addition to that, would you kindly provide us an unobstructed view of schedule and outline of another PPP project which contains Puerto Princesa Airport?

Please see GBB No. 03-2015.

113 n/a We believe that "Premium as an up-front payment to the Grantors" should be due and payable upon or after Concession Agreement is signed. Would you kindly advise payment terms for the "Premium as an up-front payment to the Grantors" ?


ANNEX B: Amendments And Clarifications To The Instructions To Prospective Bidders

52

# Section Original Provision Amended Provision

1 ITPB I-03 (ww) (1) (c) I-03 (ww) (1) (d)

ww. “Unsatisfactory Performance” means any of the following: 1. within the last five (5) years prior to the Qualification Documents Submission Date - a. failure to satisfactorily perform any of its material obligations on any contract, as evidenced by the imposition of a judicial pronouncement or arbitration award; b. expulsion from any project or contract, provided, that where the expulsion (i) results from an act of all or some of the other parties to such project or contract pursuant to the relevant project agreements, there being no fault on the part of the expelled party, as confirmed by a final court or arbitral judgment, if applicable, (ii) results from the mutual agreement of the parties to the project or contract, or (iii) results from a final court or arbitral judgment, there being no fault on the part of the expelled party, such expulsion shall not be deemed as an incident of Unsatisfactory Performance; c. termination or suspension of any of its projects or contracts due to a breach of its obligations; or d. material violation of laws and/or regulations applicable to any of its projects or contracts, including but not limited to environmental, health, safety, labor

ww. “Unsatisfactory Performance” means any of the following: 1. within the last five (5) years prior to the Qualification Documents Submission Date - a. failure to satisfactorily perform any of its material obligations on any contract, as evidenced by the imposition of a final judicial pronouncement or arbitration award or an agreement by way of settlement and compromise wherein there is an acknowledgement of the failure; b. expulsion from any project or contract, provided, that where the expulsion (i) results from an act of all or some of the other parties to such project or contract pursuant to the relevant project agreements, there being no fault on the part of the expelled party, as confirmed by a final court or arbitral judgment, if applicable, or (ii) results from the mutual agreement of the parties to the project or contract, or (iii) results from a final court or arbitral judgment, or (iv) results from agreements by way of settlement and compromise, in all cases there being no fault on the part of the expelled party, as evidenced by a final judicial pronouncement or arbitration award, such expulsion shall not be deemed as an incident of Unsatisfactory Performance; c. termination or suspension of any of its projects or

ANNEX B


and social welfare laws and regulations. contracts due to a breach of its obligations, as evidenced by the imposition of a final judicial pronouncement or arbitration award or an agreement by way of settlement and compromise wherein there is an acknowledgement of the breach; or d. material violation of laws and/or regulations applicable to any of its projects or contracts, including but not limited to environmental, health, safety, labor and social welfare laws and regulations, as evidenced by the imposition of a final judicial pronouncement or arbitration award or an agreement by way of settlement and compromise wherein there is an acknowledgement of the violation.

2 ITPB II-09 (2) (a) (5) (i)

[Addition] (i) In case … is awarded the Projects. In case the entity that is being proposed as a Construction Contractor is a foreign entity, and there is no accreditation institution and/or accreditation/licensing system in such foreign entity’s country of origin that is equivalent to the PCAB or the accreditation/licensing system established under Republic Act No. 4566 (“Contractor’s License Law”), as the case may be, then the Prospective Bidder proposing such foreign entity must submit the following: 1. A sworn certification from the Corporate Secretary or authorized representative of the foreign entity stating that there is no accreditation institution and/or

ANNEX B


accreditation/licensing system in the foreign entity’s country of origin that is equivalent to the PCAB or the accreditation/licensing system established under the Contractor’s License Law, which certification must be authenticated before a Philippine Notary Public or Consular Official; and 2. A certificate from an Auditor certifying that the foreign entity meets the qualifications for securing a PCAB license for Large B Classification/License Category AAA, Provided, that the foreign entity must obtain the required PCAB license and accreditation after the Winning Bidder that proposed such foreign entity is awarded the Projects.

3 ITPB II-09 (3) (a) (1)

[FN1] Exchange Rate for the purpose of converting values in other currencies to Philippine Pesos will be the exchange rate specified by “Bangko Sentral ng Pilipinas” on a date 60 days prior to the Pre-Qualification Documents Submission Date.

[FN1] Exchange Rate for the purpose of converting values in other currencies to Philippine Pesos will be the exchange rate specified by the “Bangko Sentral ng Pilipinas” on a date 60 days prior to the Pre-Qualification Documents Submission Date 10 March 2015.

4 ITPB VI-04 (b) (b.2)

A Prospective Bidder, any Consortium Member, or any of their Affiliates (of either a Prospective Bidder or of the Consortium Member) has ownership interest of at least thirty-three and one third percent (33 1/3%) in any other Prospective Bidder, any Consortium Member of any other Prospective Bidder, or any of their Affiliates (of either the other Prospective Bidder or any

A Prospective Bidder, any Consortium Member, or any of their Affiliates (of either a Prospective Bidder or of the Consortium Member) has ownership interest of at least thirty-three and one third percent (33 1/3%) in any other Prospective Bidder, any Consortium Member of any other Prospective Bidder, or any of their Affiliates (of either the other Prospective Bidder or any of its

ANNEX B


of its Consortium Members). Consortium Members).

5 ITPB VI-05 (b)

(i) Once a Consortium is pre-qualified to bid, the Consortium’s Lead Member and the Consortium Member proposed to meet the Development Experience under the Technical Qualification Requirements, may not withdraw from the Consortium, nor reduce their percentage interests in the Consortium as declared in the Consortium’s Qualification Documents.

…

(iii) Subject to the above, Consortium Members may increase their percentage interest in the Consortium between the submission of the Pre-Qualification Documents and Bid Proposals.

(i) Once a Consortium is pre-qualified to bid, the Consortium’s Lead Member and the Consortium Member proposed to meet the Development Experience under the Technical Qualification Requirements, may not withdraw from the Consortium, nor reduce their percentage interests in the Consortium as declared in the Consortium’s Qualification Documents. … (iii) Subject to the above, Consortium Members may increase or decrease their percentage interest in the Consortium, and additional Consortium Members may be added to the Consortium, between the submission of the Pre-Qualification Documents and Bid Proposals, provided, that the Lead Member shall remain as the Consortium Member with the largest equity interest in the Consortium, and the Consortium Members proposed to meet any Qualification Requirements shall continue to own the minimum equity interest required for the purpose of the Qualification Requirement for which it is being proposed.

6 ITPB Annex QD-4A Annex QD-4B

The projects and contracts referred to in paragraph 1 of the definition above refers to any project or contract of the Prospective Bidder, Consortium Members, Affiliates whose experience is being used to meet any of the Technical Qualification Requirements, and subcontractors proposed by a Prospective Bidder or

The projects and contracts referred to in paragraph 1 of the definition above refers to any project or contract of the Prospective Bidder, Consortium Members, Affiliates entity or entities whose experience is being used to meet any of the Technical Qualification Requirements, and subcontractors proposed by a Prospective Bidder or

ANNEX B


Consortia, which was commenced or was in the process of implementation within the last five (5) years before the Qualification Documents Submission Date, and not just to the particular projects or contracts being submitted to meet such Technical Qualification Requirements.

Paragraph 1 of the definition above refers to any project or contract of the entity or entities whose experience is being proposed to meet any of the Prospective Bidder, Consortium Members, Affiliates whose experience is being used to meet any of the Technical Qualification Requirements and to the laws and/or regulations applicable to such projects or contracts.

Consortia, which was commenced or was in the process of implementation within the last five (5) years before the Qualification Documents Submission Date, and not just to the particular projects or contracts being submitted to meet such Technical Qualification Requirements. Paragraph 1 of the definition above refers to any project or contract of the entity or entities whose experience is being proposed to meet any of the Prospective Bidder, Consortium Members, Affiliates whose experience is being used to meet any of the Technical Qualification Requirements and The laws and/or regulations referred to above refer to the laws and/or regulations applicable to the relevant projects or contracts.

7 ITPB II-09 (2) (d)

2. There should be no replacement of Key Personnel before the issuance of the Notice of Award, except for justifiable reason, such as, illness, death, or resignation, provided it is duly supported by relevant certificates, or unreasonable delay in the Bidding Process. Once the Notice of Award has been issued, no replacement of Key Personnel shall be allowed, except for the foregoing justifiable reasons, subject to appropriate sanctions as prescribed in the Instruction to Bidders and Concession Agreements.

2. There should be no replacement of Key Personnel before the issuance of the Notice of Award, except for justifiable reason, such as, illness, death, or resignation, provided it is duly supported by relevant certificates, or unreasonable delay in the Bidding Process. Once the Notice of Award has been issued, no replacement of Key Personnel shall be allowed, except for the foregoing justifiable reasons, subject to appropriate sanctions as prescribed in the Instruction to Bidders and Concession Agreements.

8 ITPB IV-02

A Prospective Bidder or a Consortium Member of a Consortium (or any of their Affiliates) intending to bid for one (1) bundle cannot be a member of another Consortium that is bidding for the same bundle or for

A Prospective Bidder other than a Consortium (or any of its Affiliates) or a Consortium Member of a Prospective Bidder that is a Consortium (or any of its Affiliates) intending to bid for one (1) bundle cannot be

ANNEX B


another bundle. a member of another Consortium that is bidding for the same bundle or for another bundle.

9 ITPB I-03 (ww) (2) II-09 (3) (c) (1) Annex QD-4A Annex QD-4B

inclusion in a blacklist issued by any governmental agency of the Philippines or in the Debarred and Cross-Debarred Firms & Individuals list of major international financial institutions such as the World Bank, European Bank for Reconstruction and Development, Asian Development Bank, Inter-American Development Bank and African Development Bank Group, whether as an individual contractor, partnership, corporation, or any other juridical entity, or as a member of a joint venture or consortium

inclusion in a blacklist issued by any governmental agency of the Philippines or in the Debarred and Cross-Debarred Firms & Individuals list of major international financial institutions such as, but not limited to, the World Bank, European Bank for Reconstruction and Development, Asian Development Bank, Inter-American Development Bank and African Development Bank Group, whether as an individual contractor, partnership, corporation, or any other juridical entity, or as a member of a joint venture or consortium

10 ITPB I-03 (a)

“Affiliate” means a person, corporation or any entity effectively Controlled by or Controlling the Prospective Bidder or Consortium Member (as the case may be) or associated with the Prospective Bidder or Consortium Member (as the case may be) under common ownership and Control.

“Affiliate” means a person, corporation or any entity effectively Controlled by or Controlling the Prospective Bidder or Consortium Member (as the case may be) or associated with the Prospective Bidder or Consortium Member (as the case may be) under common ownership and Control.

11 ITPB I-03 (t) in relation to SBB No. 02-2015 (4)

“Control” means the power to direct or cause the direction of the management policies and actions of a body corporate, whether through: (i) ownership of at least fifty percent (50%) plus one (1) of either or a combination of the following: (i.a) the total outstanding voting shares, or (i.b) the voting rights, in another entity, or (ii) the ability to elect a majority of the members of the other entity’s board of directors, as evidenced by a legal agreement, including a voting trust or other voting agreements.

“Control” means the power to direct or cause the direction of the management policies and actions of a body corporate, whether through: (i) ownership of at least fifty percent (50%) plus one (1) of either or a combination of the following: (i.a) the total outstanding voting shares, or (i.b) the voting rights, in another entity, or (ii) the ability to elect a majority of the members of the other entity’s board of directors, as evidenced by a legal agreement or legal agreements, including a voting trust or other voting agreements.

ANNEX B


In determining ownership of shares in a corporation, shares held both directly and indirectly will be counted. For purposes of identifying the a Qualification Experience through an Affiliate of a Prospective Bidder or a Consortium Member, only agreements entered into more than one year before the Qualification Documents Submission Date will be considered. For purposes of determining the existence of a Conflict of Interest, only agreements which are in effect during the Bidding Process will be considered.

In determining ownership of shares in a corporation, shares held both directly and indirectly will be counted. For purposes of identifying the a Qualification Experience through an Affiliate of a Prospective Bidder or a Consortium Member, only agreements entered into more than one year before the Qualification Documents Submission Date will be considered. For purposes of determining the existence of a Conflict of Interest, only agreements which are in effect during the Bidding Process will be considered.

12 ITPB II-09 (2) (c) (1)

[Addition] (i) … (ii) … Operating and maintaining an airport means managing

the day-to-day operations of the airport (landside and airside) and maintaining the related infrastructure (landside and airside). A ground handling operator is not considered as an entity that “operates and maintains” an airport, since it only provides services to airlines.

13 ITPB II- 09 (2) (a) (5)

(ii) A valid International Organization for Standardization (ISO) 9001 certification or its equivalent (Quality Management System).

(iii) A valid ISO 14001 certification or its equivalent

(ii) A valid International Organization for Standardization (ISO) 9001 certification or its equivalent (Quality Management System).

(iii) A valid ISO 14001 certification or its equivalent

ANNEX B


(Environmental Management System).

(iv) A valid ISO 18001 certification or its equivalent (Occupational Health and Safety System).

(Environmental Management System).

(iv) A valid ISO 18001 certification or its equivalent (Occupational Health and Safety System).

14 ITPB I-03

x. “Eligible Projects” shall mean projects in the Infrastructure Sector with minimum development costs of One Billion Pesos (PhP 1.0 Billion) shall be considered as Eligible Projects for Development Experience. aa. “Infrastructure Sector” would be limited to airports, highways, expressways, power, ports, railways, metro rail, industrial parks/ estates, logistic parks, and real estate development.

x. “Eligible Projects” shall mean projects in the Infrastructure Eligible Sector with minimum development costs of One Billion Pesos (PhP 1.0 Billion) shall be considered as Eligible Projects for Development Experience. aa. “Infrastructure Eligible Sector” would be limited to airports, highways, expressways, power, ports, railways, metro rail, industrial parks/ estates, logistic parks, and real estate development. Real estate development shall mean the development of land for residential, commercial, industrial, institutional or recreational purposes, or any combination of such.

15 ITPB II-09 2 (c) (6)

* Section II-09 (c) (6) is transferred to and re-numbered as Section II-02 (s).

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