Implementing Rules and Regulations on the Procurement of Consulting Services for Government Projects

October 7, 1998 IMPLEMENTING RULES AND REGULATIONS ON THE PROCUREMENT OF CONSULTING SERVICES FOR GOVERNMENT PROJECTS 1. Declaration of Principles 1.1 These IRR, as an instrument of government, enforce and fulfill the spirit and purpose of the 1987 Constitution as expressed in the following State policies embodied therein: a. The State shall give priority to education, science and technology, arts, culture, and sports to foster patriotism and nationalism, accelerate social progress, and promote total human liberation and development. b. The State shall develop a self-reliant and independent national economy effectively controlled by Filipinos. c. The State recognizes the indispensable role of the private sector, encourages private enterprise, and provides incentives to needed investments. d. The State shall protect Filipino enterprises against unfair foreign competition and trade practices. e. The Congress shall enact measures that will encourage the formation and operation for enterprises whose capital is wholly owned by Filipinos. f. In the grant of rights, privileges, and concessions covering the national economy and patrimony, the State shall give preference to qualified Filipinos. g. The State shall regulate and exercise authority over foreign investments within its national jurisdiction and in accordance with its national goals and priorities. h. The State shall promote the preferential use of Filipino labor, domestic materials and locally produced goods, and adopt measures that help make them competitive. i. The sustained development of a reservoir of national talents consisting of Filipino scientists, entrepreneurs, professionals, high-level technical manpower and skilled workers and craftsmen in all fields shall be promoted by the State. j. The practice of all professions in the Philippines shall be limited to Filipino citizens, save in cases prescribed by law. k. The State shall give priority to research and development, invention, innovation, and their utilization; and to science and technology education, training and services. It shall support indigenous, appropriate and self-reliant scientific and technological capabilities, and their application to the country's productive systems and national life. 1.2 Based on the aforestated basic policies, Consultants for government projects shall be limited to Filipinos, save in cases prescribed by law or otherwise provided for in Sections 2.1 and 2.5 of these IRR. 2. General Policies and Definition of Terms 2.1 Policy Objectives 2.1.1 It is the policy of the State to adopt a standard set of rules and regulations governing the procurement of consulting services for government projects and other related activities which shall: a. Achieve maximum efficiency and economy in the development and implementation of government projects and related activities. b. Enhance the growth of the local consulting industry and optimize the use of local expertise, materials and other resources; SEIDAC c. Bring about the transfer or introduction of new technology into the country; and d. Serve as means of maintaining transparency on various government transactions. 2.1.2 The procurement of consulting services for government projects shall be done through open competitive selection process unless otherwise provided herein or under existing laws, rules and regulations. 2.1.3 Consulting services for government projects shall as much as possible be financed from local sources. Whenever consulting services for government projects are to be financed from foreign sources, the same shall preferably be funded from foreign grants and the Agreements covering such foreign grants shall as much as possible adhere to these IRR. In case the consulting services are funded from foreign loans and credits, conditions in the loan agreements with the foreign governments or lending institutions shall be in full conformity with these IRR except as may otherwise be authorized pursuant to Section 4 of the Foreign Borrowings Act (R.A. No. 4860, as amended). 2.2 Definition of Terms 2.2.1 Government Projects 2.2.1.1 Government projects mean infrastructure and non-infrastructure projects. EHSADa a. Infrastructure projects include construction, improvement, rehabilitation or restoration of roads and bridges, railways, airports, seaports, communication facilities, irrigation, flood control and drainage, water supply, sanitation and sewerage systems, shore protection, energy/power and electrification facilities, national buildings, school buildings, hospital buildings, and other related construction projects that form part of the government capital investment. b. Non-infrastructure projects include agricultural, industrial, social, environmental, tourism, reclamation and all other types of government projects not otherwise classified as infrastructure. 2.2.2 Consulting Services 2.2.2.1 Consulting services are services requiring adequate technical expertise and financial capability in undertaking the following types of services: a. Advisory and Review Services; b. Pre-Investment or Feasibility Studies; c. Design; SEIDAC d. Construction Supervision; e. Management and Related Services; and f. Other Technical Services or Special Studies. 2.2.2.2 These services may be in the fields of Engineering, Architecture, Law, Finance, Management, Agriculture and the like. The components or activities included in the above-mentioned services are described in Section 4 of these IRR. 2.2.3 A Consultant 2.3.3.1 A Consultant is either a natural or juridical person who is qualified by appropriate education, training and relevant experience to render any or all of the types and fields of consulting services as defined above and in Section 4 of these IRR. A Consultant may either be a Filipino Consultant or a Foreign Consultant as defined below. 2.2.4 A Filipino Consultant 2.2.4.1 A Filipino Consultant may be an individual, sole proprietorship, partnership or a corporation satisfying the definition of a Consultant as defined in Section 2.2.3 and who satisfies the following requirements: a. Individual i. He must be a citizen of the Philippines. ii. When the types and fields of consulting services in which he wishes to engage involve professions regulated by law, he must be a registered professional authorized by the appropriate regulatory body to practice those professions. b. Sole Proprietorship i. The owner of the sole proprietorship must be a citizen of the Philippines. ii. The sole proprietorship firm must be registered and authorized by the Bureau of Domestic Trade. iii. When the types and fields of consulting services in which the sole proprietorship wishes to engage involve professions regulated by law, the owner and key star of the sole proprietorship must be registered professionals authorized by the appropriate regulatory body to practice those professions or allied professions. c. Partnership i. At least sixty percent (60%) of the partnership's interest must be owned by citizens of the Philippines. SEIDAC ii. The partnership firm must be registered with and authorized by the Securities and Exchange Commission to engage in consulting services. iii. When the types and fields of consulting services in which the partnership firm wishes to engage involve professions regulated by law, all the partners of the partnership firms shall be registered professionals authorized by the appropriate regulatory body to practice those professions or allied professions. d. Corporation i. At least sixty percent (60%) of both the subscribed and paid-up capital must be owned by citizens of the Philippines. ii. The corporation must be registered with and authorized by the Securities and Exchange Commission to engage in consulting services. iii. When the types and fields of consulting services in which the corporation wishes to engage involve the practice of professions regulated by law, the following conditions shall be observed: (1) One hundred percent (100%) of both the subscribed and paid-up capital must be owned by registered professionals authorized by the appropriate regulatory body to practice those professions or allied professions; and (2) The principal officers of the corporation must be registered professionals authorized by the appropriate regulatory body to practice those professions or allied professions. 2.2.4.2 With respect to consulting entities (i.e., sole proprietorship, partnership or corporation) wishing to engage in multi-disciplinary undertakings not all of which involve the practice of professions regulated by law, the ownership, principal officers, and key staff of the consulting entity, as the case may be, may include those from other professions not regulated by law but related to the types of consulting services defined under Section 4 hereof, provided that the latter shall not exceed 40% of the requirements under item (iii) above. DHCcST 2.2.5 A Foreign Consultant 2.2.5.1 A Foreign Consultant may be an individual, sole proprietorship, partnership or corporation who satisfies the definition of a Consultant as defined in Section 2.2.3 but who does not meet the citizenship, ownership/interests and/or registration/authorization requirements for a Filipino Consultant as defined in Section 2.2.4. To qualify for hiring for consulting services, the Foreign Consultant must satisfy the following minimum requirements: SEIDAC a. The Foreign Consultant must be registered with the Securities and Exchange Commission and/or any agency authorized by law. b. When the types and fields of consulting services in which the Foreign Consultant wishes to engage involve the practice of regulated professions, the Foreign Consultant must be authorized by the appropriate Philippine government professional regulatory body to engage in consulting services involving the practice of those professions and allied professions. The limits of such authority shall be strictly observed. 2.2.5.2 The above requirements shall be complied with only as preconditions to the award of contract but not during the selection process. Presented under Appendix G are the documentary requirements and procedures including the time frame involved, in registering with the Securities and Exchange Commission and the Professional Regulations Commission. 2.3 The Need for Consultants The services of consultants may be engaged by any government agency, including government owned or controlled corporations and instrumentalities thereof for Government projects or related activities of such magnitude and/or scope as would require a level of expertise or attention beyond the optimum in-house capability of the agency concerned and consistent with the government policy not to compete with the private sector. The required consulting services shall be categorized into purely local experts or joint foreign and local experts which shall be indicated in the announcement for required consulting services. 2.4 Independence of Consultants To ensure the Consultant's professional independence, integrity and objectiveness, Consultants and key staff working for the consulting firm, who may be directly or indirectly associated with non-consulting firms that may have interest or bias with the project concerned, shall be selected only if they agree to limit their role to that of Consultants and will disqualify themselves and their affiliates for products and services on the same government project. 2.5 Hiring of Consultants 2.5.1 Consultants shall be hired on the basis of their proven expertise, experience, capability and integrity. 2.5.2 In order to manifest trust and confidence in and promote the development of Filipino consultancy. Filipino Consultants shall be hired whenever the services required for the project are within the expertise and capability of Filipino Consultants. However, in the event that the Filipino Consultants do not have the sufficient expertise and capability to render the services required under the project, Foreign Consultants may be hired, provided that in the interest of effecting technology transfer. Foreign Consultants shall be required to associate themselves with Filipino Consultants. SEIDAC 2.5.3 In the hiring of Foreign Consultants, all pertinent laws and regulations of the Philippines shall be followed. The requirement for technology transfer shall be emphasized. 2.6 Joint Venture Joint ventures among Filipino Consultants and among Filipino and Foreign Consultants may be allowed if such results in better quality of consultancy subject to pertinent laws and the provisions of Section 2.5. The joint venture shall be jointly and severally responsible for the services and the civil liabilities arising from the consulting services. ASTDCH 3. Organization 3.1 Creation of Prequalification, Evaluation and Awards Committee (PEAC) 3.1.1 Each department/office/agency/including local government units shall have in its head office a Prequalification, Evaluation and Awards Committee for Consultancy (PEAC) which shall be responsible for the conduct of prequalification of Consultants, evaluation of proposals, selection and recommending award of contracts. 3.1.2 The Committee shall be composed of the following: a. Chairman (regular) At least third ranking official of the department/office/agency/local government unit b. Executive Officer and Legal Officer of the Secretary (regular) department/office/agency/local government unit c. Member (regular) Technical member designated by the head of the department/office/agency/local government units d. Member (provisional) At least two (2), one of whom should be the end-user of the services with experience in the type of project/activity where consultancy is required, duly designated by the Head of the department/office/agency/local government unit on a project to project basis. e. Member (Observer) One observer from a non-government organization will be invited. 3.1.3 The composition of the Committee shall be subject to the approval of the Secretary or governing board/council as the case may be. 3.1.4 Government owned or controlled corporations shall organize their own PEAC, the members of which shall be appointed by their respective boards preferably with the same line composition as those of other government offices and with a representative from the Department to which the corporation is attached. cTADCH 3.2 Registration of Consultants 3.2.1 The PEAC shall maintain a file of consultants containing information on their capabilities and experience to undertake consulting services for the department/office/agency/corporation/local government unit concerned. A prospective Consultant who wishes to be registered should comply with the requirements of Sections 2.2.4 and 2.2.5 of these IRR. 3.2.2 Consultants will be required to register themselves with the department/office/agency/corporation local government unit through the PEAC, providing sworn statements on their technical competence, experience, staff capabilities, etc., which would be located every year utilizing the forms prepared by the PEAC. 3.3 Organization of Consultants 3.3.1 The umbrella organization of Consultants recognized by the government shall be composed of the various organizations of Consultants who may be engaged by the government under these IRR and shall accredit its members on the types of services and fields of professions where the members are technically and financially qualified to offer their services. The umbrella organization shall prepare and certify a list of fields and expertise in such fields available with the local Consultants which shall be updated annually or as often as necessary and disseminate such list to concerned agencies of government. It shall likewise police its members for the development of the industry. The Government may consult and deal with this umbrella organization on matters relating to the industry. The NEDA Committee on Infrastructure shall be the appropriate government body that shall recognize the Consultants umbrella organization. 3.3.2 The umbrella organization may submit its files of accredited Consultants to the PEAC of the department/office/agency/corporation/local government unit in accordance with the form prescribed by the PEAC which can serve as registration of the Consultants per Section 3.2 of these IRR. Such prequalification statements, together with the list of accredited Consultants prepared in accordance with Section 3.3.1 above, shall guide the PEAC and government negotiators of foreign loans, grants and aids in determining the fields where Filipino Consultants are already qualified and capable and where foreign Consultants may not be required. TDcEaH 4. Types of Consulting Services 4.1 General 4.1.1 As stated in Section 2.2.2. the services to be provided by Consultants can be divided into six (6) broad categories as follows: a. Advisory and Review Services; b. Pre-Investment or Feasibility Studies; SEIDAC c. Design; d. Construction Supervision; e. Management and Related Services; and f. Other Technical Services and Special Studies. 4.2 Advisory and Review Services These services include advice on particular projects or problems. These will include advice on and review of, among others, planning, design and other professional services, as well as management, production, inspection, testing and quality control. They also include such services as appearances before commissions, boards or other judicial bodies to give evidence or otherwise submit professional opinions. 4.3 Pre-Investment or Feasibility Studies 4.3.1 These are the studies which normally precede decisions to go (or not to go) forward with specific projects. These studies may have as their objectives: a. To establish investment priorities and sector policies; b. To determine the basic features and the feasibility of individual projects; and c. To define and propose changes in governmental policies, operations and institutions necessary for the successful implementation or functioning of investment projects. 4.3.2 Studies for objective (a) include, among others, basic resource inventories, such as, river basin surveys, transport sector surveys, and studies of alternative development patterns and of sectors on a regional or nationwide scale. 4.3.3 Studies for objective (b) include, among others, the functional design, project site selection, architectural and space programming and physical layout of specific projects, preliminary design and cost estimates, and the economic and financial analyses required for project evaluation. 4.3.4 Studies for objective (c) include, among others, analysis of project related organizations, administrative problems, planning machinery, regulatory and marketing policies, accounting, and management systems, manpower resources and training requirements. 4.4 Design 4.4.1 This type of services normally consists of three (3) phases: a. Pre-Design Phase establishes the general size and scope of the project and its location on the site. The services include but are not limited to reconnaissance, topographical and other engineering and land surveys, soils investigations, preparation of preliminary architectural/engineering designs, layouts, outline specifications, preliminary cost estimates and specific recommendations prior to actual design; SEIDAC b. Basic Design Phase includes the preparation of detailed plans, designs, working drawings, specifications, detailed cost estimates and tender documents required for invitations of bids for construction works and equipment; and c. Support Services During Construction includes assistance and advice in securing bids, tabulation and analysis of bid results, and making recommendations on the award of construction contracts, and in preparing formal contract documents; preparation of supplementary drawings required to suit actual field conditions; checking detailed construction and as-built drawings, shop and erection drawings submitted by contractors; making periodic visits to check on the general progress of work and quality of materials and workmanship; observing performance tests and start-up and making report thereon; and making a final inspection and reporting of completed project. 4.5 Construction Supervision 4.5.1 These include the following: a. Inspection and expediting of the work; EACTSH b. Verification and checking of quantities and qualities of work accomplished by the contractor as against the approved plans, specifications, and programs of work; c. Issuance of instruction for corrections of defects on the work; d. Verification and recommendation for approval of statements of work accomplished and certificate of project completed by the contractor; e. Review and recommendation for approval of progress and final billings of the contractor; and f. Provision of record or as-built drawings of the completed projects. 4.5.2 The above do not mean direction, superintendence or management of construction. 4.6 Management and Related Services These may include the following: a. Sector policy and regional development studies; b. Planning, feasibility, market, economic, financial, technical, operations and sociological studies; c. Project management; SEIDAC d. Production management, inventory control, and productivity improvement; e. Marketing management and systems; f. Information systems, computer processing, systems and procedures; g. Institutional strengthening, organization development, manpower requirements, training and technology transfer; h. General management consultancy; and i. Other related services. CTSHDI 4.7 Other Technical Services or Special Studies 4.7.1 The Technical Services may include the following: a. Institution building, including organization and management studies and putting the recommendations of such studies into effect; b. Design and execution of training programs at different levels; c. Provision of staff to carry out certain functions and to train their replacements; and d. Tasks relating to economic and financial studies such as those of tariff structures. 4.7.2 The Special Studies may include the following and other studies not covered under any of the services and studies described above: a. Soils investigation: b. Studies, tests and process determination performed to establish design criteria for water facilities; c. Detailed mill, shop and/or laboratory inspection of materials and equipment; d. Land surveys, establishment of boundaries and monuments, and related office computations and drafting; e. Parcellary surveys; f. Engineering surveys (for design and construction) and photogrammetry; SEIDAC g. Assistance in litigation arising from the development or construction of projects and in hearings before various approving and regulatory agencies; h. Investigation involving detailed consideration of the operation, maintenance, and overhead expenses; and the preparation of rate schedules; earning and expense statements, feasibility studies, appraisals, evaluations, and material audits or inventories required for certification of force account construction performed by the agencies; i. Preparation of environmental statements and assistance to the agencies in public hearings; j. Preparation of operating instructions and manuals for facilities and training of personnel and assistance in initial operation of facilities; k. Designs to meet unique and/or above normal requirements brought about by severe earthquakes, tornadoes, or blasts, or satisfy unique or abnormal tolerances, requirements, etc.; l. Site and physical planning; m. Environmental and other aspects of planning; n. Housing; o. Interior design; p. Restoration; q. Landscaping; and r. Construction management. 5. Selection of Consultants 5.1 Preparation of Terms of Reference 5.1.1 The Terms of Reference (TOR) shall clearly and adequately define the objectives, scope and expected outputs of the proposed work, the expected time frame, and the functions and duties to be assigned to the Consultants. The TOR shall also indicate the minimum requirements of the Consultants especially on the expertise desired and qualification of individual personnel necessary for the undertaking. Normally, the TOR is supplemented by additional information, such as summary of data, facilities, and services, which will be provided by the Government department/office/agency/corporation/local government unit to the Consultants. 5.1.2 The TOR shall subsequently form an integral part of the contract. 5.2 Announcement of Project for Consulting Services 5.2.1 The requirements of a project for consulting services shall be announced for at least two (2) times within a period of not more than two (2) weeks in at least two (2) newspapers of general circulation and at the same time posting copies thereof at any conspicuous place in the department/office/agency/corporation/local government unit concerned. No newspaper which has not been regularly published for at least two (2) years before the date of publication of the notices or announcements shall be qualified to publish the said notices. The umbrella organization specified under Section 3.3 of these IRR shall also be provided with the notice. The announcement of the project is for the purpose of drawing up a long list of Consultants that claim expertise in the field concerned and which shall be the basis of determining the short list of Consultants who will be invited to submit proposals for the services required. 5.2.2 For projects/contract for consulting services with a value of P300,000 below and/or those whose duration is less than 4 months, procuring entities need not resort to published invitation . However, splitting of contracts to avoid the publication requirement is prohibited . The project should be posted on bulletin boards or any conspicuous place within the premises of the concerned agencies and at least three (3) firms shall be invited to submit complete proposals . 5.3 Issuance of Prequalification Statements/Forms Only those Consultants who express their desire to offer their services for the work contemplated shall be included in the long list of Consultants. The Consultants who are included in the long list shall be requested to submit prequalification statements in order to update the information in the file of Consultants and may include, among other things, the qualifications and experience of key personnel who may be assigned to the particular undertaking. Appendix A presents a sample form of prequalification statements. The prequalification statements shall be duly notarized. 5.4 Processing of Prequalification Statements/Forms 5.4.1 The prequalification statements shall be evaluated by the PEAC to determine the short list of Consultants who will be invited to submit proposals. The short list shall consist of three (3) to seven (7) firms, with five (5) as the preferable number. If there is only one prequalified firm, the agency will have the option to invite that firm to submit a proposal or directly invite other consulting firms . 5.4.2 In drawing up the short list of Consultants, the following shall be considered: a. Applicable experience of the Consultant and Associates in case of joint ventures, considering both the overall experiences of the firm and the individual experiences of the principal and key staff including the times when employed by other Consultants; b. Qualification of personnel who may be assigned to the job vis-a-vis extent and complexity of the undertaking; and SEIDAC c. Current work load relative to capacity. 5.4.3 Appendix B is a sample set of criteria and rating systems for short listing of Consultants. 5.4.4 The PEAC shall recommend the short list of Consultants to the Head of department/office/agency/corporation/local government unit for consideration/approval. If required under the loan agreement on foreign-assisted projects, the shortlist shall be submitted to the foreign financial institution together with the draft invitation to Submit Proposal for approval or concurrence. 5.5 Invitation for Proposals 5.5.1 After approval of the short list of Consultants by the Head of department office/agency/corporation/local government unit and by the foreign financial institution with respect to foreign-assisted projects, the PEAC shall issue invitations to the short listed Consultants to submit proposals. 5.5.2 The invitation shall include the following: a. Terms of Reference and other documents as mentioned in Section 5.1 above. b. Information required to be submitted by the Consultant in its proposals, which shall include the following: i. Experience and capability of the Consultants and their personnel in the type of services and the field under consideration; Consultants shall make its assessment of past performance on relevant field for review by the client; ii. Proposed methodology and discussions of activities to be performed, including comments on the data requirements vis-a-vis their availability and assessment of the extent of data gathering activities and on the TOR itself. iii. Work Plan and Schedule of Activities including estimates of man-months and PERT/CPM diagram or equivalent; iv. Personnel to be assigned to the job (manning schedule) with their curriculum vitae and responsibilities in the undertaking and organizational structure; and v. Current work commitments and current assignments of key personnel. c. Supplementary information to the Consultants to guide them in preparing the proposal such as, among others: i. Items/information on which primary emphasis will be placed in the evaluation of proposals, such as, key staffing, support personnel, etc.; SEIDAC ii. Estimated man-months; iii: Data requirements and availability; iv. Budgetary cost estimates; and v. Information on policies related to the job, such as, preference for local materials, use of labor based construction methods, energy saving technology, etc. d. Information on whether or not financial proposals shall simultaneously be considered with the technical proposal (as an exception to the two-envelope system stipulated in Section 5.7 hereof). e. Deadline for receipt of proposals, taking into consideration mailing time, site visits, collection of relevant information, etc. which as a general rule shall not be less than fifteen (15) days nor more than ninety (90) days from the date of the actual mailing of the letter of invitation depending upon the discretion of the Head of department/office/agency/corporation/local government unit concerned relative to the nature of the project as indicated in the letters of invitation. A sample letter of invitation to submit Technical Proposal is shown in Appendix C. SIaHDA f. Criteria with its relative weights and the system of rating and selection of Consultants. g. List of short-listed Consultants. 5.5.3 In case only one shortlisted Consultant submits its technical and financial proposal, the PEAC has the option to declare the selection process a failure or consider the lone proposal for award provided it passes the evaluation . 5.6 Evaluation of Technical Proposals 5.6.1 The Technical proposals shall be evaluated based on the following criteria: a. Quality of personnel to be assigned to the project which covers suitability of key staff to perform the duties of the particular assignments and general qualifications and competence including education and training of the key staff; b. Experience and capability of the Consultant which includes records of previous engagement and quality of performance in similar and in other projects; relationship with previous and current clients; and. overall work commitments, geographical distribution of current/impending projects and attention to be given by the Consultant. The experience of the Consultant shall consider both the overall experiences of the firm and the individual experiences of the principal and key staff including the times when employed by other Consultants; and c. Plan of approach and methodology with emphasis on the substance of the proposal as to the plan of approach and interpretation of project problems and solutions. For complex undertakings, specially those involving new concepts/technology, participating short-listed Consultants/Consulting firms may be required, at the option of the client/inviting agency, to make an oral presentation to be presented by the nominated Project Manager or the Head of the Consultants/Consulting firms within fifteen (15) days after the deadline for submission of technical proposals . 5.6.2 For the evaluation of proposals, numerical ratings shall be used along the lines shown in Appendix D "Criteria for Selection of Consultants." In the evaluation of the technical proposals, the highest and lowest scores of a firm for each criterion shall not be considered in determining the total scores of the Consultants . 5.6.3 After the proposals have been submitted to the PEAC and during the evaluation period, local or foreign consultancy firms which have submitted their own proposals are prohibited from making any kind of communication with any PEAC members including its staff and personnel regarding matters connected to their proposals. The evaluation of the technical proposal shall be completed in not more than thirty (30) days after the deadline for receipt of proposals . SEIDAC 5.6.4 The PEAC shall submit the results of its evaluation and recommend the ranking in descending order of the Consultants to the Secretary/Agency Head (for those not attached to department) governing boards of government-owned or controlled corporations (GOCCs) boards or councils of local government units for consideration/approval within five (5) working days after the evaluation of the proposals shall have been completed. The Secretary/Agency Head/governing boards of government owned or controlled corporations/boards or councils of local government units shall approve/disapprove the recommendations of the PEAC within fifteen (15) days after receipt of the results of the evaluation of technical proposals from the PEAC . In case of foreign-assisted projects, the results of the evaluation together with the criteria used shall be submitted to the foreign financing institutions as required/agreed upon within five (5) working days after approval of the same by the Secretary/Agency Head (for those not attached to a department)/governing boards of GOCCs/Boards or councils of local government units. In line with item (d) of the policy objectives, short-listed Consultants shall likewise be furnished and other interested parties shall be given access to the results of the evaluation after the approval of the resolution of the award. 5.6.5 NEDA, the umbrella organization of Consultants, and all participating short-listed Consultants/Consulting firms shall be furnished the results (ranking and total scores only) of the evaluation after the approval by the Head of Office. 5.7 Consultant Selection Procedure 5.7.1 As a general policy, the Secretary/Agency Head (for those not attached to a department)/governing boards of GOCCs/boards or councils of local government units shall have the option as to the selection procedure (quality-based or quality cost based) to be adopted which shall be disclosed in the advertisement . 5.7.2 For the quality-based selection procedure , the selection of Consultant shall be made based only on the criteria described above without consideration of the estimated cost or financial terms of the services. A two-stage procedure shall be adopted whereby each Consultant is required to submit his technical and priced or financial proposals simultaneously in separate sealed envelopes. The financial proposal of the first in rank Consultant shall be opened only after the ranking has been established and approved. When the negotiation with the first in rank Consultant fails, the financial proposal of the second in rank Consultant shall be opened and so on; provided that the amount indicated in the envelope shall be made as the basis of subsequent negotiations and the total contract amount shall not exceed the amount indicated in the envelope. 5.7.3 The opening of the financial proposal of the first-ranked Consultant shall be done in the presence of the Consultant concerned and the sealed price proposals of the unsuccessful consultants shall be returned unopened to them after contract negotiations with the successful consultants are completed. There should absolutely be no replacement of personnel before the awarding of contract unless the delay in the selection process is due to the fault of the Government. The agency shall immediately consider negotiation with the next ranked firm if replacement of personnel by the first ranked firm is conducted. Once the contract has been awarded, no replacement shall be allowed until after 50% of the personnel's man-months has been served. Violators would be fined with the refund of the replaced personnel's basic rate and should not be less than 50% of the total basic rate for the duration of the engagement . 5.7.4 For the quality-cost based selection procedure, the financial proposal together with the technical proposal shall be considered in the selection of Consultants. The financial and technical proposals shall be given corresponding weights with the financial proposal given a weight of 25% up to a maximum of 50%. This shall be indicated in the invitation to submit proposals or included in the terms of reference. The exact weight is to be approved by the Head of Agency upon the recommendation of the PEAC. The weight of the technical criteria indicated in Appendix D of these IRR shall be adjusted accordingly such that their total weight in percent together with the weight given to the financial proposal shall add to one hundred percent (100%) . Subsequent negotiations with the first in rank Consultant shall no longer be pursued as the cost has already been considered in the evaluation. Firm whose financial proposal exceeds the published agency budget shall automatically disqualified . ADCTac 5.8 Notification for Negotiation of Selected Consultants 5.8.1 After approval by the Secretary/Head of Agency (for those not attached to a department)/governing boards of government owned or controlled corporations/boards or councils of local government unit and/or after concurrence of the foreign financial institution in the case of foreign-assisted projects of the selected Consultant, the PEAC shall within five (5) working days notify and invite the selected Consultants for negotiation. In the letter of notification, the PEAC shall inform the Consultant of the issues in the technical proposal the PEAC may wish to clarify during negotiations. 5.8.2 Appendix E is a sample letter of notification for negotiation. 5.9 Negotiation Coverage 5.9.1 Basically, negotiations shall cover the following: a. Discussion and clarification of the Terms of Reference and Scope of Services; b. Discussion and finalization of the methodology and work program proposed by Consultants; c. Consideration of the personnel to be assigned to the job taking note of over-qualified personnel to be commensurate with the compensation of personnel with the appropriate qualifications, number of man-months and schedule of activities (manning schedule); d. Discussion on the services, facilities, and data to be provided by the department/office/agency/corporation/local government units concerned, if any; DCSTAH e. Discussion on the financial proposal submitted by the Consultant; and f. Provisions of the contract. 5.9.2 Except for meritorious reasons, negotiations with any one consultant shall be completed within fifteen (15) working days. 5.10 Direct Selection/Negotiation 5.10.1 Direct selection/negotiation of consultants as may be differentiated from the usual open competitive selection procedure may be conducted only when any of the following conditions exists and the implementing department/office/agency/corporation/local government unit is not capable of undertaking the project by administration and upon approval by the Head of Agency/Office or other appropriate authority: a. In times of emergencies or when time is of the essence, as certified by the Department Secretary and upon the recommendation of the department's PEAC ; b. Failure to award the contract after open competitive selection process for valid cause or causes; and c. Take-over of consultancy contracts which have been rescinded or terminated partly or wholly by giving the right of first refusal to Consultants/Consulting firms which participated in the original competitive selection in order of ranking . SEIDAC 5.11 Administrative Recourse in Cases of Misrepresentation 5.11.1 The department/agency/corporation shall have a right of administrative recourse/ impose the following administrative sanctions, on committed offenses/violations during the prequalification, evaluation, award, and work prosecution : a. Disqualification from the selection process for a period of two (2) years for the first offense and perpetual disqualification for the second offense on misrepresentation of any information in the sworn prequalification statements, technical and financial proposals, such as falsification of documents/forging of signatures, and others . b. Disqualification for a period of one (1) year for the first offense, disqualification for two (2) years for the second offense and perpetual disqualification for succeeding offense on any of the following : 1. Unjustified failure or unreasonable refusal of the short-listed Consultants to submit technical and financial proposals . 2. Acts/violations by the Consultant of the provisions/conditions of the consultancy agreement . 5.11.2 If the misrepresentation is discovered during the effectivity of the consultancy agreement, the department/office/agency/corporation/local government unit shall have the right to cancel the agreement after thirty (30) days from the date a written notice to this effect is given to the Consultant. In the event of such cancellation of the agreement, the amounts to be paid to the Consultant shall be adjusted equitably to the work accomplished and such sum of money received by the Consultant in excess of the amount corresponding to the work done shall be refunded by the latter to the department/agency/corporation within ten (10) days after the cancellation of the agreement. 5.11.3 The right of recourse of the department/agency/office/corporation/local government unit as herein above provided shall be without prejudice to the liability that the Consultant may incur under the pertinent provisions of the Revised Penal Code. 6. Cost of Consultancy 6.1 General 6.1.1 As a general rule, the cost of consultancy shall be computed on the basis of cost to the Consultant of actual services to be rendered by the Consultant plus a reasonable level of management fee depending on the complexity and magnitude of the project, and other direct expenses associated to the undertakings, provided that, with respect to foreign-assisted projects, where selection of Consultants has to follow international selection procedures, the local Consultants may be allowed to receive remunerations and fees that approximate international standard rates. However, in some projects where it is generally accepted, e.g., detailed design, the Percentage of Construction Cost Method may be used to determine the compensation of Consultant as discussed under Section 6.8 below. aCHcIE 6.1.2 The cost of consultancy shall consist of the following and shall be presented in the agreement in like manner: a. Salaries or billing rates; b. Reimbursable Costs; and c. Other costs required for the completion of the services. 6.2 Salaries or Billing Rates 6.2.1 These are remunerations to be paid to the Consultant's staff/personnel who are directly engaged in the consulting services as per agreed manning schedule. It covers the basic rates of the staff multiplied by a billing factor of the consulting firm. 6.2.2 The umbrella organization of Consultants shall from time to time, disseminate information on the rates or fees of Consultants per expertise as guide to the PEAC and end-user during financial negotiation . 6.3 Basic Rates 6.3.1 The basic rates represent the salaries actually being received by the professional staff from the Consultant as certified by the Consultant with a sworn statement to be submitted to the department/office/agency/corporation/local government unit. The basic rates of all individual members of the staff shall be clearly indicated in the contract. SEIDAC 6.4 Billing Factor or Multiplier 6.4.1 The billing factor or multiplier shall be derived from the following to be supported by audited financial statements prepared by an independent auditing/accounting firm/entity and certified by the Consultant with a sworn statement: a. Overhead Cost are incidental and general administrative and management expenses of the firm other than those directly related to the project, and are expressed in percent of the total of the basic salaries of all the personnel of the firm, which may include a combination of the following: i. Executive, administrative, accounting, and legal salaries other than identifiable salaries included in the basic man-month salaries; ii. Legal and corporate expenses including licenses, professional membership fees; iii. Business costs including representation allowances, advertisements, promotions; iv. Research and development activities including personnel development programs; v. Provision for office, electricity, water, and similar items for voting space; vi. Depreciation and amortization; vii. Financial and banking costs including interest expenses and handling charges; viii. Building and equipment insurance; ix. Provision for loss of productive time of technical employees between assignments; and x. Taxes. In any case, the overhead cost shall not exceed 120% of the basic salary. b. Social charges cost items as a percentage of basic salary for the welfare and benefit of the Consultant's staff in accordance with the policies of the Consultant and of the government of the country of the Consultant, and may include any or a combination of the following based on audited and sworn statement to be submitted by the Consultant to the agency concerned: i. Bonuses; ii. Vacation/sick leave and paid public holidays; iii. Medical Care; SEIDAC iv. Pension plan retirement and/or terminal pay; v. Company insurance; and SaAcHE vi. Other benefits as required by law. c. Management fee remuneration for the professional know-how and expertise. The amount of fees shall be fixed as a percentage of the sum of the basic salary, overhead costs and social charges depending on the complexity of the services rendered and other consideration, but not to exceed 15%. 6.4.2 The sum total of the basic salary, overhead, social charges and management fee as percentage of basic salary represents the billing factor or multiplier. The size of the multiplier may vary with the types of work, the organization and experience of the Consultant, and the geographic area in which its office is located. The multiplier normally ranges from 2.0 to 3.0 for the technical personnel, and shall not exceed 1.8 for the administrative personnel directly hired for the project. 6.5 Reimbursable Cost 6.5.1 These include all other expenses associated with the execution of the services. These costs may be classified into: a. Reimbursable costs based on agreed fixed rates; and b. Reimbursable based on actual costs. 6.6 Reimbursable Costs Based on Agreed Fixed Rates 6.6.1 These are cost items which are payable at agreed unit rates to the staff and include the following, among others: a. Housing Allowance These are costs to cover housing, including power and water, for Consultant's staff. It should not include food and laundry since these are basic necessities which the Consultant have to spend for even without the project. In considering the housing allowance, the base of operation and the designated official station of duty of the Consultant shall be defined. The base of operation is the location of the home office of the Consultant while the designated official station of duty is the location outside of the base of operation where most of the Consultant's staff will be working more often continuously during the duration of the services. For local Consultant, the base of operation is usually in Metro Manila, and the designated official station of duty is the project site outside Metro Manila. Sometimes, in undertaking the services, the Consultant's staff are grouped into two (2), i.e. those who are stationed at the base of operation and those stationed at the project site depending on where they will be staying longer continuously during the duration of the services. Housing allowance shall be given only for long term Consultant's staff, i.e. those who will be staying at the designated official station of duty continuously for more than one (1) month. The agency may also have the option to provide for housing facilities at the designated official station of duty instead of giving housing allowance. The work and manning schedules together with the designated base of operation and the official station of duty shall be the basis for determining the rates of housing allowance and per diem. b. Per diems daily allowance given to the Consultant personnel while on official trips authorized by the agency and/or explicitly required in the contract as follows: i. Outside of the base of operation for Consultant staff stationed there; and ii. Outside of the designated official station of duty for Consultant staff stationed there except when staving at the base of operation. Per diems shall be reckoned from a 24-hour day trip of at least 50 kilometers away from the station. SEIDAC c. For foreign Consultant, miscellaneous international travel expenses such as, the cost of transportation to and from the airports, airport taxes, passports, visas, travel permits and vaccinations. 6.7 Reimbursable Based on Actual Costs 6.7.1 These are all other reimbursable costs which shall be supported with invoices and/or other supporting papers and include the following: a. International travel this covers the cost of full fare economy class air transportation preferably through the Philippine Air Lines by the most direct and expeditious air routes of the expatriate Consultant's staff and their eligible dependents, i.e., wife and children under 18 years not to exceed two (2) children, from their point of origin. Eligible dependents are those of the personnel assigned to resident duty in the Philippines for periods of not less than one (1) year, and for those whose period of constructive assignment is over 6 months but less than one year, only the wife will be entitled for reimbursement of the cost of transportation. (For air fare of dependents, half fare for children below 11 years old). An expatriate and his wife shall be allowed the cost of excess baggage up to 20 kilograms each per round trip; b. Domestic travel this covers the cost full fare economy class air transportation by the most direct and expeditious routes of the Consultant's staff for official trips authorized by the agency and/or explicitly required in the contract; c. Domestic transportation the provision of vehicles and equipment either through purchase or rental shall be in accordance with Section 6.11 hereunder; IAcDET d. Communication expenses; e. Cost of engineering/office supplies and cost of preparing/reproduction drawings and other documents to be submitted; f. Cost of field office either through rental or construction; and g. Cost of other items deemed necessary for the project as certified by the agency concerned. 6.7.2 The Consultant may sub-contract certain jobs like surveys, soil investigation and testing, etc. with qualified local contractors under the supervision of the Consultant. The sub-contract shall be approved by the agency and billed at cost to the agency. 6.3 Cost of Consultancy As a Percentage of Construction Cost 6.8.1 This method may be used to determine the compensation of Consultant for services where the principal responsibility is the detailed design or construction supervision of facilities to be constructed. SEIDAC 6.8.2 "Construction Cost" is defined as the estimated total cost of constructing the facility to be covered by the proposed detailed design or construction supervision services, excluding the fees and other costs of such services, the cost of land and right-of-way, and legal and administrative expenses of the agency. The estimated construction cost must be approved by the Head of department office/agency/corporation/local government unit before the invitation to submit technical proposal is issued. 6.8.3 Over the years, engineering experience has established some appropriate correlations between engineering costs and construction costs for certain types of engineering design, where design procedures and materials of construction are more or less standardized. These correlations have resulted in various curves and schedules which have been widely used. 6.8.4 The validity of the percentage-of-construction method rests upon the assumption that detailed design and construction supervision costs vary in proportion to the cost of construction. When judiciously applied, and with due consideration of the ranges within which engineering scope may vary, this method is valuable as a tool for general comparison with time-based fees for design services. Its acceptance over many years also affords a valuable guide for judging the reasonableness of proposals for consulting services. 6.8.5 The percentage fee shall consider the type, complexity, location, and magnitude of construction cost of the project and shall not exceed the following percentages of estimated construction cost: a. feasibility studies three percent (3%); b. detailed engineering design six percent (6%); c. detailed architectural and engineering design eight percent (8%); and d. construction supervision ten percent (10%). 6.8.6 These percentages include only those works normally undertaken in arriving at the expected outputs and do not include special studies or investigations indicated under Section 4.7 hereof, the outputs of which are ends by themselves. 6.8.7 It is further emphasized that the above percentages are only ceilings and it does not necessarily mean that the said percentages shall always be adopted for each project. The actual percentage for a particular project will depend on the factors mentioned above i.e. , the type, complexity, location and magnitude of construction cost. As a general rule, projects within a higher range of construction cost will have lower percentages of fees than those projects within a lower range of construction cost. The above limits of percentages shall be reduced to the extent that some of the activities are undertaken by the government agency concerned. 6.8.8 The cost of consultancy as a percentage of construction cost method may be adopted only when the department/office/agency/corporation/local government unit concerned has the capability to make a relatively accurate estimate of the total construction cost. SEIDAC 6.9 Escalation 6.9.1 Adjustment of the billing rates and reimbursable cost based on fixed rates to cope with price movements will take place not more than once a year, with the first adjustment to be made after one (1) year from the date that financial negotiations are finalized. All proposed rate adjustments shall be submitted with substantiating reasons or documents. The Consultant shall have to prove to the agency, by submitting an audited statement or any other equivalent documentation that is average salary increase is equal at least to the demanded percentage of price adjustment increase. Said increases will be subject to prior approval of the agency. The adjustments will be claimed retroactive to the date approved by the agency concerned. The Consultant's request for adjustment of rates shall be based on the audited statement but not to exceed the following formula: Adjusted Rate = Contract Rate x 1/I o I represents the consumer price index at the time of adjustments; I o represents the consumer price index for the month preceding the date of signing of the contract by the authorized official of the agency. 6.9.2 For adjustment of the foreign currency rates, the Consultant shall submit the cost of living index as prepared by the relevant agency of the government in the home country of the Consultant a validated and authenticated by the Philippine Embassy in the home country. IHcTDA 6.9.3 For adjustment of the local rates, the Consultant shall submit the cost of living index as prepared by the National Statistics Office (NSO). Adjustment of rates for any one adjustment period shall not exceed ten percent (10%). 6.9.4 No price adjustments will be allowed for reimbursable cost items other than reimbursable costs based on fixed rates. 6.10 Contingency 6.10.1 Payments in respect of costs which would exceed the estimates set forth in Section 6.1 may be chargeable to the contingency amounts in the respective estimates only if such costs are approved by the agency concerned prior to its being incurred and provided, further, that they shall be used only in line with the unit rates and costs specified in the contract and in strict compliance with the project needs. Contingency amount shall not exceed 5% of the amount of the contract. 6.11 Inclusion of Equipment and Vehicle Purchase 6.11.1 Purchase of vehicles and equipment may be included in the contract as provided under Section 6.7 subject to the following conditions/guidelines: SEIDAC a. The agency should provide the justification for the necessity of the inclusion of the items in the contract; b. The agency must submit a certification to show that i) there ace no such items which can be spared by the agency for the purpose, or ii) these items were not procured in the previous phase of the project, or iii) that these items shall be procured as necessary supplement/complement to the existing inventory. The certification should also include that these items will be used exclusively for the project and that the same shall be turned over to the agency at the end of the project; c. The inclusion of vehicles and equipment may be allowed if it is shown that it is more economical to purchase than to rent for the period in which it is to be utilized. Provision of these items must coincide with the implementation schedule of the project; d. The type of vehicles and equipment must be consistent with the nature of the project; CSTHca e. The cost of these items must be based on reasonable current prices. The procurement of these items should be billed at cost by the Consultant; f. The vehicles and equipment must be reflected as specific pay items in the contract for appropriate agency accounting; g. Local purchase of the items and the maximum utilization of relevant local components should be exercised to the fullest extent possible; and h. Only locally-produced or assembled vehicles shall be acquired by government entities. whether or not these are financed from external sources. 7. Agreement for Consulting Services 7.1 Preparation of Agreement 7.1.1 The agreement shall basically include the following: a. Definition of terms; b. Services covered under the agreement; c. Personnel to be involved; d. Cost of services; e. Method of payment to Consultants; SEIDAC f. Obligations of the Consultant and the agency concerned; g. General conditions; h. Disputes, arbitration and termination; and i. Execution 7.1.2 A sample form of consulting services agreement is shown in Appendix F. It should be noted that the sample form contains only the minimum standard provisions of a consultancy contract. The concerned department/office/agency corporation is expected to clearly and explicitly define the terms and conditions of the contract based on the requirements of the individual projects, particularly with regard to Section 6.01.3 of the sample form for consulting services agreement (Liabilities of Consultant). 7.2 Documents Comprising the Agreement The following documents shall form part of the Agreement: a. Original Terms of Reference and Consultant's Technical Proposal; b. Final Terms of Reference and Consultant's Technical Proposal incorporating all revisions agreed upon between the contracting parties; c. License and joint venture agreement; d. Certificate of Availability of Funds; e. Resolution of PEAC of award of assessment and approval of Secretary/Head of Agency; f. Concurrence of lending institution in case the project is financed by foreign assistance as required in the loan agreement; and g. Other pertinent documents. 7.3 Approval of Agreement 7.3.1 The agreement shall be approved in accordance with existing laws, rules and regulations as soon as possible but not later than fifteen (15) working days after completion of negotiation. In case of foreign-assisted project, the agreement shall be submitted to the financial institution for concurrence, and approval thereof by the Secretary/governing board of corporation/board or council of local government unit shall be made not later than fifteen (15) working days after concurrence of the foreign financial institution. SEIDAC 7.4 Submission of Agreement to NEDA 7.4.1 In accordance with Section 3 of Executive Order No. 164, the NEDA shall be furnished by the departments/offices/agencies/government corporations/local government unit concerned, with copies of all consultancy agreements involving the amount of P1 million or more complete with attachments, including the documents leading to the award of the contract in accordance with these IRR, for monitoring purposes. 7.4.2 The Government, however, reserves the right to reject any or all proposals and to waive any required formality in the proposals received. 8. Implementation 8.1 Cost of Consulting Services No increase in cost shall be allowed beyond and above the contract amount indicated in agreement for consulting services except for the following: a. Adjustment in rates in accordance with Section 6.9 (Escalation); b. Additional works not covered under the scope of works contained in the consulting services agreement; and c. Additional costs that may be incurred due to reasonable delays (greater than 15% of approved contract duration) in project implementation due to acts undeniably attributable to government and/or force majeure as determined by the Head of agency. Such increase in costs shall be covered by a supplemental agreement and subject to the approval of the concerned Head of agency or governing boards of government-owned and controlled corporations (GOCCs) and government financing institutions (GFIs), but in no case shall the total costs, including such increase, exceed the limits of the percentage fees set forth in Section 6.8.5. 8.2 Advance Payment for Mobilization The Government, as it considers fair and reasonable, may allow advance payment to the Consultant in the amount which shall not exceed twenty percent (20%) of the contract amount to cover the cost of mobilization subject to the posting of an irrevocable standby letter of credit or a surety bond issued by an entity acceptable to the agency and of an amount equal to the advance payment. The advance payment shall be repaid by the Consultant by deducting from his monthly progress payments such sum as agrees upon during contract negotiations until fully liquidated within the duration of the contract. SHIETa 8.3 Performance Guarantee To guarantee the faithful performance of the Consultant under contract, the final payment shall be withheld until after a certificate of completion indicating satisfactory completion of the consultancy services shall have been issued by the concerned government agency. The final payment should not be less than 10% of the total contract amount but may be released if substituted by a surety bond of the same amount callable on demand, or a letter of credit from an accredited insurance or financial institution. The bond should only be held within one year . 8.4 Extension of Services Under Supplemental Agreement The services of the Consultant may be extended for the performance of additional work (man-months) not covered under the original agreement through supplemental agreement. The remuneration to the Consultant for the additional man-months, including the terms and conditions for additional work , shall be governed by the provisions of the original agreement. The total consultancy cost of all supplemental agreements shall not exceed 50% of the original contract amount regardless of the number of supplemental agreements . Should additional consulting services be required for the project that will result in a total additional consulting cost greater than 50% of the original contract amount Consultant/consulting firm shall be engaged through the process stipulated in these IRR. 9. Applicability 9.1 These IRR on the procurement of consulting services for government projects shall be used by all government agencies including local government units, government owned or controlled corporations and instrumentalities in the procurement of consulting services for government projects or related activities. SEIDAC 9.2 Any amendment to these IRR shall apply to all consulting services advertised after ten (10) days from date of its dissemination by the National Economic and Development Authority (NEDA) Committee on Infrastructure (INFRACOM). For consulting services advertised before said effectivity date, the previous IRR shall apply. 9.3 The above notwithstanding, these IRR shall not negate any existing and future commitments with respect to the selection of Consultants financed partly or wholly with funds from international financial institutions, as well as from bilateral and other similar sources as stipulated in the corresponding agreements with such institutions/sources. TADcCS APPENDIX A GUIDELINES IN THE PREPARATION OF PREQUALIFICATION STATEMENT Prequalification Statement of Consultant interested to be considered for the services contemplated shall fill up the enclosed form in six (6) copies and shall be submitted to the Prequalification, Evaluation and Awards Committee for Consultancy (PEAC). The numbers below correspond to the numbers contained in the enclosed form. 1. Type complete name of firm, year established, country of registry if foreign, and type of organization whether individual, proprietorship, partnership, corporation or others. 2. Name of affiliate firms, their year established, countries of origin, and type of organization. 3. Type exact and complete home office, business address, telephone number and cable address. For consulting firms of foreign registry, indicate if there is any branch office/s established in the Philippines and where established. 4. If present firm is the successor to or outgrowth of one or more predecessor firms, type name/s of former entity/ies and the year/s of their original establishment. 5. Present a brief narrative description of the firm. 6. Indicate clearly and accurately the names of the principals of the Consultant and key personnel. This sheet must be accompanied by the curriculum vitae showing experience, professional affiliations and language capability of the key personnel listed. 7. List not more than two (2) principals who may be contacted by this Office. Listed principals must be empowered to speak for the firm on policy and contractual matters. 8. Indicate the number of employees by discipline. While some personnel may be qualified in several disciplines, each person should be countered only once in accordance with his/her primary functions. 8.a Under this item, indicate the volume of gross consultancy fees per year for the last five years. Gross fees received may be as Prime Consultant or in association or joint venture with consulting firms. SEIDAC 8.b Indicate bank references and bank address. It is a must that the latest balance sheet duly signed by an independent Certified Public Accountant or accounting firm be submitted with this form. 8.c The chart listed under this item represents the ranges of professional Service Fee. The indices should be indicated under item no. 10, last column. 9. Indicate appropriate types of services and fields of specialization the Consultant is technically and financially qualified to undertake. 10. This item represents the ongoing/committed consultancy projects of the Consultant and those handled in the last five years. First column represents the name of the project, the date the project was started and how it was accomplished, i.e., as Prime Consultant or through joint venture or in association with other Consultants. If it was implemented in association with other Consultant, indicate name of Consultant. Second column represents the consulting services rendered, defined as clearly as possible. Third, column represents the Client whom the services were rendered. Indicate the address of the Client. Last column represents the level of fee received by the Consultant as referred to under item 8c INDEX FEE. 11. List of projects the firm has been engaged in consulting services. NEW FIRMS (not reorganized or recently amalgamated but only established for less than two (2) years reckoned from the date of preparation of this form) may accomplish this form and questions on the form dealing with personnel or experience may be answered by citing experience and capabilities of the principals and key staff of the firm based on performance and responsibility while in the employ of others. In item 10, representative projects of key personnel and principal offices for the last three (3) years plus consulting services rendered by the New Firm may be indicated. NOTE: Additional data, brochures, photos, etc. should not accompany this form unless specifically requested. APPENDIX B CRITERIA FOR SHORT LISTING OF CONSULTANTS ITEM WEIGHT RATING SCORE 1. APPLICABLE EXPERIENCE 30% a. Completed consulting services of size, (20%) complexity and technical specialty comparable to job under consideration, including quality of performance. b. Other completed consulting services related to (5%) the job under consideration. c. Known cases of prior performance, including (5%) quality of work conforming to obligations and cost of services. II. QUALIFICATION OF PERSONNEL 50% Qualification of key personnel that may be (50%) assigned to the job. III. JOB CAPACITY 20% NOTES: For the rating column, the following system may be used: 1 Acceptable 3 Very Good 2 Good 4 Most Suitable The rating multiplied by their respective weights give the weighted scores. These are added to determine the total points for a Consultant. The Consultant may then be ranked according to their total points and the top three to seven may be considered as the "short list". TSEcAD The percentages/weights/criteria shown herein serve only as illustrative examples. The percentages/weights/criteria to be used shall be at the discretion of the department/office/agency/corporation/local government unit concerned depending on the complexity of the project. The actual percentages/weights/criteria to be used in short-listing the consultants shall be indicated in the Letter of Invitation. 'Job Capacity' in the example shall mean absorptive capacity to do additional works other than those currently being undertaken. APPENDIX C REPUBLIC OF THE PHILIPPINES (DATE) _______ (Name of Firm) (Address) Gentlemen: SUBJECT: REQUEST FOR TECHNICAL PROPOSAL FOR CONSULTING SERVICES FOR THE (BRIEF STATEMENT OF JOB, E.G., DETAILED ENGINEERING OF THE PROPOSED IMPROVEMENT OF THE PORT OF CEBU) We invite you to submit to this Office on or before ( Date ) your "unpriced" Technical Proposal ("unpriced" in the sense that the cost of your service will not be a factor in the evaluation of your proposal), in six (6) copies, for the ( Brief statement of the required services, e.g., detailed engineering of the imposed improvement of the port of Cebu ). SEIDAC Preliminary work on this project has already been done by ( Name of Consultant/agency concerned ) and of the Feasibility Study Reports will be loaned to you upon posting a deposit of ( Amount of deposit desired ) Your Technical Proposal should cover in sufficient detail the following: 1. The background and experience of your consulting firm including a list of past and present work of similar nature to the proposed service. (Indicate if the requested information is already included in the files of the Consultant available in the agency concerned and no updating is necessary.) 2. The methodology and basis of design which you propose to adopt for all the elements of the proposed system, defining the design objectives and problems, the design concepts and criteria to be applied in solving the problem and in attaining the objectives, citing appropriate authorities and reference and making an appraisal of the available data in the Feasibility Study Report, identifying additional data that could be secured, and giving comments on the Terms of Reference. 3. The proposed Work Plan, specifying the work methods and detailed procedures that you propose to follow, and a PERT/CPM diagram and description of the sequence, duration and the probable timing of each of the work phases. 4. The name of the project organization, background and professional experience relevant to the work of each key personnel from your firm and any firm with which you would be associated (whether as Consultants or sub-contractors) who will be assigned to this undertaking and the amount of time these key personnel would devote to the project, including statements firmly committing them to work in the project immediately once the contract is awarded, and an accompanying Project Organization Chart. 5. The financial plan, identifying your source of funds for financing the project, the manner by which you desire to be paid for this work and the latest financial statement of your firm duly received by the BIR. The details of office space, equipment, vehicles and service required for the project and how you propose to provide them. All jobs specified in the attached Terms of Reference shall be completed in about ( period desired ) from receipt of notice to proceed. After all the Technical Proposals have been received and evaluated, we will negotiate for financial and other terms of the contract with the firm submitting the first-ranked proposal without delay. This will be on or about ( Date ). Should such negotiations fail to arrive at mutually agreeable terms and conditions of a proposed contract, we will then negotiate with the Consultant submitting the next-ranked proposal, and so on until a mutually satisfactory contract could be concluded. Selection will not be made on the basis of price. As a starting point in the financial negotiation, however, we request you to submit, along with your technical proposal, and in separate sealed envelope, your price quotations or Financial Proposal for undertaking the services contemplated preferably in accordance with the job itemization in the Terms of Reference. This sealed envelope will be opened only after selection of the best proposal. It will not, however, be automatically the basis for the contract price but shall be subject to negotiations as outlined in the preceding paragraph. Very truly yours, _________________________________ (Chairman) PREQUALIFICATION, EVALUATION AND AWARD COMMITTEE APPENDIX D CRITERIA FOR SELECTION OF CONSULTANTS 1. EXPERIENCE AND CAPABILITY OF FIRM A. Record of previous engagement, and quality of performance in similar project (5 points) _________ B. Record of previous engagement in other project (2 points) _________ C. Relationship with previous and current clients, considering repeat engagements as Consultants, disputes arising out of past work or extent of litigations, if any (1 point) _________ D. Overall work commitments, geographical distribution of current/impending projects and attention to be given by the Consultant (2 points) _________ SUB-TOTAL (Maximum of 10 points) _________ 2. PLAN OF APPROACH AND METHODOLOGY A. Substance of the proposal as to plan of approach and interpretation of project problems and solutions (15 points) _________ B. Completeness of the proposal, compliance with mandatory requirements and no omission as to how any of the work shall be carried out as outlined in the Terms of Reference (5 points) _________ C. Clarity of methods and approaches to be used; their soundness and practicability to Philippine condition (5 points) _________ D. Total man-months proposed for the services in relation to government estimates (5 points) _________ SUB-TOTAL (Maximum of 30 points) _________ 3. QUALITY OF PERSONNEL TO BE ASSIGNED A. Project Manager General qualifications and competence including education and training, nature and length of experiences, types of position held, time with the firm (Range of 10 to 15 points) Suitability to performs the duties of the particular assignments (Range of 10 to 15 points) _________ B. Other Key Staff General qualifications and competence including education and training (Range 15 to 20 points) _________ Suitability to perform the duties of the particular assignments (Range of 15 to 20 points) aDcETC _________ SUB-TOTAL (Maximum of 60 points) _________ TOTAL (Maximum of 100 points) _________ The rating system to be used shall be at the discretion of the department/office/agency/corporation/local government unit concerned depending on the complexity and requirements of the project. The points shown herein serve only as an illustrative example. The actual rating system to be adopted in the selection of Consultants shall be as indicated in the Letter of invitation. SEIDAC APPENDIX E DATE ___________ (Name of firm) (Address) Gentlemen: SUBJECT: FINANCIAL NEGOTIATIONS FOR CONSULTING SERVICES FOR (BRIEF STATEMENT OF THE JOB, E.G., DETAILED ENGINEERING OF THE PROPOSED IMPROVEMENT OF THE PORT OF CEBU) After evaluating the Technical Proposal you submitted for the above-mentioned services, we are considering you/your firm to undertake the consulting services for the ( Brief statement of the job, e.g. Detailed engineering of the proposed improvement of the port of Cebu ). Please send your duly authorized representative to this Office on ( Date ) at ( Time ), to negotiate with the members of the Prequalification, Evaluation and Award Committee for Consultancy (PEAC) the financial and other terms leading to a possible execution between you and the ( Name of the Agency ). As mentioned in our letter for Request for Technical Proposal issued to you on ( Date ), the sealed envelope containing your Financial Proposal for the required services will then and there be opened. The price specified therein will be the starting point in the negotiations for financial term. This letter is neither an award nor a commitment by this Office but is merely to notify you of the date and time of the negotiations for the services contemplated. Very truly yours, _____________________________ (Chairman) PREQUALIFICATION, EVALUATION AND AWARD COMMITTEE APPENDIX F PROFORMA AGREEMENT FOR CONSULTANCY ARTICLE I DEFINITIONS 1. Agreement This document for consulting services between the (agency concerned) and Consultants together with all the Appendices and attachments is defined as the "Agreement". HCITDc 2. Project A description of the hereinafter referred to as the "Project" is contained in Appendix "A-1", appended hereto and forming part of the Agreement. 3. Principals The following officers of the Consultant are defined as Principals: ______________________________________________________ ______________________________________________________ 4. Staff All technical members of Consultant's Project Team other than the Principals are defined as the Staff as listed in Appendix D hereof. Staff of Consultant will comprise: Home Once Staff Those employees who work in the Home Office of the Consultant concerned. Expatriate Staff Those employees of Consultant who are assigned to work in the Philippines. Local Staff Filipino staff members. 5. "Local Currency" "Peso" and the sign "P" means the currency of the Philippines. 6. "Foreign Currency" means the currency other than that of the Philippines. SEIDAC 7. Billing Rates Billing Rates are defined as the Remuneration Rates to be paid by the (agency concerned) to the Consultant for each man-month rendered by Consultant's staff to the Project. It shall cover monthly salaries or basic rates, social charges, overhead costs and management fee. 8. Salaries Salaries are defined as the remuneration paid to the Staff directly, engaged in the Project work for the time actually devoted to the Services. 9. Social Charges and Overhead Costs Social Charges and Overhead Costs are defined as a percentage of Direct Salaries and cover salary related costs, costs with respect to insurance, sickness, holiday and vacation pay, social security, pension fund and similar payments, and overhead costs. 10. Management Fee The fee is defined as a percentage of Salaries plus Social Charges and Overhead Costs. 11. Reimbursable Expenses these are defined as all costs other than Billing Rates which are associated with the execution of the services and categorized as costs based on agreed fix rates and actual costs which are supported by receipts. 12. Applicable Law The law of this agreement shall be the laws of the Government of the Republic of the Philippines or, in the case of foreign-assisted projects, the law as may be agreed upon during negotiations and provided for under the governing loan/grant agreements. ARTICLE II SERVICES 2.01 Scope of Services The Consultant shall perform the Services under this Agreement in accordance with the final Terms of Reference set forth in Appendix A-1 incorporating all revisions as agreed upon between the contracting parties. 2.02 Standard of Services The Consultant shall fulfill its obligations under this Agreement by using the technical knowledge and according to the best accepted professional standards. The Consultant shall exercise all reasonable skill, care and diligence in the discharge of the duties agreed to be performed and shall always work in the best interest of the Government. To attain these ends, the Consultant shall provide personnel with adequate qualifications and experiences and of such number as may be required for the best fulfillment of the services, subject to the approval of the Government. The bio-data of the key personnel indicated in the Technical Proposal is appended hereto as Appendix B and forms part of this Agreement. SEIDAC 2.03 Estimated Man-Months Notwithstanding any contrary provisions herein, the parties hereto agree that Consultant shall perform the Services in accordance with the Work Plan attached as Appendix C hereto and, for the performance of its obligation under this agreement, it shall make available a total of ____ man-months of service in the Philippines and (home office) which, as specified by different classes of Personnel in Appendix D hereof. consist of ________ man-months services by the foreign Consultant and ______ man-months services by the local Consultant. Unless otherwise agreed upon by the parties hereto, in no event Consultant shall have obligations to render the services in excess of the said man-months of services. It is, however, agreed that (agency concerned) may from time to time assign other work under this Agreement for due performance by Consultant. Consultant agrees to accept said assignments of work on terms and conditions mutually acceptable to (agency concerned) and Consultant. In connection with this Agreement, a man-month service is defined as services of period of time equivalent to one (1) calendar month based on the person rendering or performing such services for 176 working hours per month on the average. ARTICLE III PERSONNEL 3.01 Staff The services shall be carried out by the Personnel specified in Appendix D and for the respective period of time indicated therein. The Consultant may, with the prior approval of (agency concerned) make adjustments in such periods as may be appropriate to ensure the efficient performance of the Services, provided that such adjustment will not cause payments made under the Agreement, to exceed the cost estimated referred to in Section 4.01. LLjur 3.02 Replacement of Personnel ( Note : Refer to Sec . 5 . 7 . 3 of IRR for additional conditions .) Except as the (agency concerned) may otherwise agree, the Staff shall consist of those indicated in the Technical Proposal and no changes shall be made in the Staff. In the event any employee resigns, is discharged or is withdrawn due to circumstances beyond the control of the Consultant without the permission of (agency concerned) prior to completing his contract period of service in the Philippines. Consultant shall, without cost to (agency concerned) undertake to provide a suitable personnel of equivalent or better qualifications acceptable to (agency concerned) whose remuneration shall not exceed that which is being received by the one he has replaced. In like manner, it shall replace any of its Staff who is found by the (agency concerned) to be unqualified, incompetent or otherwise becomes undesirable. However, if any expatriate employee while stationed in the Philippines shall become incapacitated by illness or accident in connection with his work and the same is not due to his willful misconduct, the employee upon certification of his incapacity by a Philippine Government medical doctor, may be returned to his point of origin. In such case and in case of a deceased employee, the cost of the employee's return transportation shall be reimbursed by (agency concerned) including the cost of his replacement. 3.03 Philippine Laws, Customs and Traditions The Consultant's expatriate personnel shall not participate in the political affairs of the Philippines and shall not act against local laws, customs and traditions. The Government may require the Consultant to withdraw or replace any person, at no cost to the Government, for acts considered by the Government prejudicial and adverse to its laws, interests, customs, and traditions. 3.04 Team Leader The Consultant shall ensure that at all time during the field work, a resident engineer, acceptable to the (agency concerned) shall take charge, as team leader (either the Project Manager, Project Director, etc.), of the operation of the Staff in the field and likewise, be responsible for liaison between the Consultant and the (agency concerned). 3.05 Physical Fitness The Consultant shall be responsible for determining that all Expatriate Personnel and their accompanying dependents are physically fit to work under this Agreement and to reside in the Philippines, and for this purpose: 3.05.1 The Consultant shall ensure that all long term Personnel and their accompanying dependents are examined by a licensed doctor of medicine, prior to departure for the Philippines. The Consultant shall require the doctor to certify that in the doctor's opinion, such Personnel and dependents are physically qualified to work and reside in the Philippines. 3.05.2 If the Personnel and dependents have no such medical certificates prior to the departure for the Philippines, and such Personnel is unable to perform the type of activity for which he is employed, and is unable to complete his tour of duty because of any physical disability, the Consultant shall not be reimbursed for the return transportation costs of the physically disabled Personnel or his dependents and their effects, nor shall the Consultant be reimbursed for travel to the Philippines of a replacement for such disabled personnel and for shipment of his effects. ARTICLE IV PAYMENT TO CONSULTANT 4.01 Cost Estimates An estimate of the cost of the Services payable in foreign currency is set forth in Appendix E. Estimates of the cost of the Services payable in local currency is set forth in Appendix C. 4.02 Ceiling Amount Except as may otherwise be agreed upon under Section 4.08 and subject to Section 4.03 and notwithstanding any other provisions of this Agreement, payments under this Agreement shall not exceed in foreign currency (state foreign currency cost) and in Philippine Pesos (state Philippine Pesos cost). In addition, a budgetary sum in foreign currency _______ and _________ Philippine Pesos is hereby set aside for contingencies. 4.03 Support Staff and Facilities The amounts provided for in Section 4.02 have been fixed on the understanding that the (agency concerned) will make available free of charge to the Consultant the exemptions, assistance services, and facilities provided in Article 5.03. If any such exemptions, assistance, services, facilities are not supplied, the parties shall mutually determine the additional amount, if any, that should be reimbursed to the Consultant if it were to furnish the same from its own funds. ASaTCE 4.04 Use of Contingency Amount Payments in respect of costs which would exceed the estimates set forth in Appendix E hereof, may be chargeable to the contingency amounts in the respective estimates only if such costs are approved by the (agency concerned) prior to its being incurred and provided, further, that they shall be used only in line with the unit rates and costs specified in the Agreement and in strict compliance with the Project needs. 4.05 Currency Payments Except as otherwise agreed between (agency concerned) and the Consultant: a) Payments in respect of foreign currency expenditures incurred by the Consultant as specified in Appendix F shall be made in ___________; b) Payment in respect of all local currency expenditures incurred by the Consultants, as specified in Appendix G shall be made in Philippine peso. 4.06 Payment in Foreign Currency 4.06.1 Remuneration shall be determined on the basis of time actually spent by the Personnel in the performance of the Services after the commencement date thereof (including necessary travel time via the most direct route) as the rates and billing schedules specified in Appendix F and subject to the following: a) The remuneration rates shall include salaries, costs in respect of insurance, sickness, holiday and vacation pay, pension fund and similar payments, overhead costs, and Consultant's fee. The breakdown of billing rates is shown in Appendix H, which form part of this Agreement. b) Remuneration for services for period of less than one month shall be calculated on an hourly basis on the basis of 176 hours per month. c) The (agency concerned) shall not be responsible for payment of annual leave or sick leave. 4.06.2 Reimbursable expenses, as shown in Appendix F shall include but are not limited to the following: (a)(i) the cost of full fare economy class air transportation by the most direct and expeditious air routes of the Personnel and their eligible dependents (spouse and children under 18 years not to exceed two (2) children) from their point of origin. Eligible dependents are those of the Personnel assigned to resident duty in the Philippines for periods of not less than one (1) year, and for those whose period of constructive assignment is over 6 months but less than one year, only the spouse will be entitled for reimbursement of the cost of transportation. (ii) for the air travel of each of the Personnel, and his/her spouse, the cost of excess baggage up to 20 kilograms per person, per round trip. (iii) for any personnel spending 18 consecutive months or more in the Project, one round trip will be reimbursed for every 12 months of assignment in the project for the Personnel and his/her dependents. (iv) miscellaneous travel expenses such as the cost of transportation to and from airports, airport taxes, passports, visas, travel permits, vaccination, etc. at the agreed fixed price per round trip. A maximum of two (2) days shall be allowed for travel time each way. (b) the cost of international communications incurred in the home offices for purposes of the Services such as postage, telex, cable telephone, courier services, air freight of documents, etc. at actual cost. (c) cost of printing, preparing, reproducing and shipping of documents, relevant to the services and incurred in home office. (d) cost of items not covered but which may be required by the Consultant for the successful and timely completion of the services, subject to prior authorization in writing by the (agency concerned). 4.07 Payment to the Consultant in Local Currency The (agency concerned) shall pay or reimburse to the Consultant in Peso for the expenditures incurred in the Philippines in respect of the Services but subject to the ceiling amount specified in Section 4.02 as follows: 4.07.1 Payment for Services of Personnel of the local Consultants and local associates as defined in Appendix G on the basis of time actually spent on the Project. The breakdown of billing rates is presented in Appendix H. SEIDAC 4.07.2 Per diem and living allowances for the Expatriate Personnel of the Consultants for every day which such Expatriate Personnel shall be in the Philippines, at the rates specified in Appendix G. 4.07.3 For local Consultant, per diem allowance at the rates specified in Appendix G while in the Project site or outside of designated official station of duty. 4.07.4 Domestic travel, which covers the cost of full fare economy class air transportation by the most direct and expeditious routes of the Consultant's staff for official trips authorized by the (agency concerned). 4.07.5 The cost of transportation of Consultant's staff while in the Philippines, who are required, in connection with their work under the agreement to travel in the Philippines away from the station of duty, where such transportation is not provided by the (agency concerned). 4.07.6 The base of operations of the Consultant shall be in _________. It is understood that the station of duty of Consultant's Home Office Staff is in ________. 4.07.7 Cost of items not covered in the foregoing but which may be required by the Consultants for completion of the Services, subject to the prior authorization in writing of the (agency concerned). 4.08 Completion in Excess of Estimated Man-Months In the event the maximum estimated man-months specified in Appendix D of this Agreement are exceeded, it is agreed that the remuneration to Consultant for the excess man-months over the maximum will comprise the same items as contained in Section 4.06 and 4.07 above. 4.09 Method of Payment Foreign Currency Billing and payment in respect of the services shall be made as follows: 4.09.1 Within thirty (30) days after giving notice to proceed, the (agency concerned) shall pay the Consultant the amount of _______ as mobilization expenses subject to the posting of an irrevocable standby letter of credit or surety bond issued by the GSIS or other entities acceptable to the Government and of an amount equal to the advance payment. Said amount shall be offset by the (agency concerned) by deducting twenty percent (20%) of the value of the invoice from every subsequent invoice starting from invoice No. 1 until said payments have been fully offset. The period of recoupment of the advance payment however should not be more than 1/2 of the contract duration. 4.09.2 Consultant will submit monthly invoices for services rendered and reimbursable costs to the (agency concerned) with such supporting documents as may be reasonably requested by (agency concerned). Said invoices shall be duly certified by the Consultant and shall contain a certificate to be executed by an authorized officer of the (agency concerned), certifying that the amount being claimed is due and payable under the terms of this Agreement. Within thirty (30) days from receipt of foreign exchange invoice and supporting documents, (agency concerned) will submit the (agency concerned) invoices to the (lending institution, as the case may be) for payment to the Consultant in foreign currency. Should additional supporting information be required and/or an error in the computation be found in the submitted invoices after process and the same can no longer be corrected without reprocessing or canceling the whole billing, the (agency concerned) may still submit said invoice to the (lending institution) for payment but shall advise the Consultant of the matter, whereupon the latter will undertake to make the appropriate adjustments and/or provide the necessary additional documentation in the subsequent invoice. The procedure described above is one of several procedures that may be followed. The actual procedure to be adopted shall be as agreed upon between the contracting parties. 4.09.3 If any invoice includes any item which appears questionable, (agency concerned) shall issue a written objection, shall deduct the item from the invoice, and approve the undisputed balance of the invoice as stipulated in Section 4.09.2 above. The Consultant may resubmit the disputed items with additional supporting documents in subsequent invoices. 4.10 Method of Payment Local Currency The method of billing and payment to the Local Consultant will be the same as specified above, except that (agency concerned) will pay the Consultants in Manila and in Philippine Pesos. Monthly invoices to cover payment of reimbursable expenses incurred in Philippine Pesos, such as, travel and subsistence allowance in the Philippines, shall be promptly paid by the (agency concerned) upon presentation of the necessary supporting evidence. 4.11 Should Consultant's progress fall more than twenty percent (20%) behind the approved work schedule due to circumstances which, in the opinion of the (agency concerned), were within the control of or could have reasonably been foreseen by the Consultant, then the (agency concerned) may withhold all or part of the Consultant's itemized statements until progress is brought back within at least twenty percent (20%) of that schedule. Any revisions in the scheduling of activities in the event of major delay in the work due to Consultant's failure shall in no case involve cost overruns resulting from any additional man-months making up for the delay. 4.12 Final Payment Upon completion of the services, Consultants shall promptly render a final accounting of foreign and local currency costs under Clauses 4.06 and 4.07. Final payment shall be made only after a Certificate of Completion issued by the (agency concerned) shall have been submitted by the Consultant. The final payment may be released if substituted by a surety bond of the same amount, capable on demand, or a letter of credit from an accredited insurance or financial institution. The bond should only be held within one year. 4.13 Valuation of Currencies Whenever it shall be necessary for the purpose of this Agreement to evaluate one currency in terms of another, the conversion shall be made on the basis of official exchange rates at the time of each disbursement. SEIDAC 4.14 Escalation Adjustment of the billing rates and fixed allowances under Appendices F and G to cope with price movement will take place not more than once a year, the first adjustment to be made after 12 months from the date of signature of the contract by (the appropriate official of the agency concerned). All proposed rate adjustments shall be submitted with substantiating reasons and documents. The Consultants shall have to prove to the (agency concerned) by submitting an audited statement or any other equivalent documentation that its company average salary increase is equal at least to the demanded percentage of price adjustment increase. Said increase will be subject to prior approval of the (agency concerned). The adjustments will be claimed retroactive to the date of approval by the (agency concerned). The Consultant's request for adjustment of rates shall be based on an annual audited statement but not exceeding the following formula: Adjusted Rate = Agreement Rate + (Agreement Rate x (I-I o )/I o ], where I represents the consumer price index at the time of adjustments; I o represents the consumer price index for the month preceding the date of signing of the Agreement by the appropriate official of the agency concerned. For adjustment of the foreign currency rates, the Consultant shall submit cost of living index as prepared by the relevant agency of the government in the home office country of the Consultant as validated and authenticated by the Philippine Embassy in the home office country. For adjustment of the local rates, the Consultant shall submit the cost of living index as prepared by the National Statistics Office (NSO). Adjustment of rates for any one adjustment period shall not exceed the value of ten percent (10%). caHCSD No price adjustment will be allowed for reimbursable cost items other than the fixed allowances. ARTICLE V OBLIGATIONS OF THE (AGENCY CONCERNED) 5.01 Philippine Taxation The (agency concerned) agrees to seek exemption, reimburse or pay in behalf of Consultant for amounts paid on account of all taxes, duties, fees, levies, and other impositions under the laws and regulations of the Philippines or any political subdivision or agency thereof (other than personnel who are citizens or permanent residents of the Philippines) in respect of: 5.01.2 any payment made to the Consultant or to the Expatriate Personnel in connection with the carrying out of the Services; 5.01.3 any household, personal effects and furnishings brought into the Philippines by the Expatriate Personnel and their dependents for their personal use or consumption and which will be consumed in the Philippines or will subsequently be withdrawn therefrom upon the departure of the Consultant and the Expatriate Personnel from the Philippines. SEIDAC Provided that (a) The Consultant and the Expatriate Personnel and their dependents shall comply with customs, laws, rules and regulations of the Government in importing property into the Philippines; and (b) If the Consultant or any of the Expatriate Personnel or his Dependents do not withdraw, but dispose. of any property in the Philippines upon which customs duties and taxes have been exempted, the Consultant shall bear such customs duties and taxes, including penalties, if any, in conformity with the regulations of the Government. 5.02 Other Privileges and Exemptions The (agency concerned) agrees to: 5.02.1 Facilitate prompt clearance through customs of equipment, materials or supplies required for the Services and of the personal effects of the Consultant's personnel except those banned for importation by Central Bank and other government entities. 5.02.2 Assist the Consultant's personnel and their dependents with respect to any necessary entry and exit visas, residence permits, exchange permit and other travel documents required for their stay in the Philippines. 5.02.3 Issue to officials, agents and representatives of the government such instructions as may be necessary or appropriate for the effective implementation of the Services. 5.02.4 Arrange for the provision to the Consultant and each of the staff the work permits and such other documents as shall be necessary to enable them to perform the Services. 5.03 Services and Facilities 5.03.1 Transportation and Office Space at Project Site. The (agency concerned) shall provide: (a) Suitably furnished office space for Consultant's Staff at the project site. (b) Local transportation for Consultant's staff while in the Philippines when needed for the conduct of the Services. (c) Access to project data so that Consultant can accomplish its work in an efficient manner. 5.03.2 Personnel, Services, Facilities and Equipment. The (agency concerned) shall make available to the Consultant and its Staff, free of charge, the personnel, facilities, equipment and services, which are listed in more detail in Appendix I, appended hereto and forming part of this Agreement. SEIDAC 5.04 Staff of (Agency Concerned) Assigned to Consultant (Optional) The (agency concerned) shall assign certain technical and administrative staff to work with the Consultant. Such personnel shall be directed and supervised by the Consultant but they shall remain the employees of the (agency concerned) and their salaries as well as other costs shall be borne by the (agency concerned). A list of such personnel and the periods of assignment are presented in Appendix I, appended hereto and forming part of this Agreement. 5.05 Access to Land and Property The (agency concerned) warrants that the Consultant shall have free and unimpeded access to all lands and properties required for the effective execution of the Services. Likewise, the (agency concerned) shall be responsible for any damage to such land or any property thereon resulting from such access (unless such damage is caused by the willful default or negligence of the Consultants or its Staff) and will indemnify the Consultant and its Staff in respect of liability for any such damage. ARTICLE VI OBLIGATIONS OF THE CONSULTANT 6.01 Responsibilities of Consultant 6.01.1 Generally, but without limiting Consultant's responsibilities elsewhere stated under this Agreement, it shall: (a) Carry out the services with sound engineering theories and practices to ensure that the final works will provide the most economical and feasible development for the Project. (b) Accept full responsibility for the consulting engineering services to be performed under this Agreement for which the consultant is liable to the (agency concerned). (c) Perform the work in an efficient and diligent manner and shall use its best effort to keep reimbursable costs down to the possible minimum without impairing the quality of the Services rendered. (d) Comply with, and strictly observe any laws regarding workmen's health and safety, workmen's welfare, compensation for injuries, minimum wage, hours of labor, and other labor laws. 6.01.2 Recommendations of Consultant. Should the recommendation of the Consultant be changed in such away that the safety and/or economy of the Project is jeopardized, Consultants may request a written release from responsibility for that part of that part of the Project in question. 6.01.3 Liabilities of the Consultant. The Consultant for detailed design shall be held responsible for failure of the facility due to faulty design. The review made by the (agency concerned) shall not release the Consultant from responsibility except when substantial changes have been made without the conformity of the Consultant. 6.02 Records The Consultant shall: 6.02.1 Keep accurate and systematic records and accounts in respect of the Services in such form and detail as is customary and sufficient to establish accurately that the costs and expenditures under this Agreement have been duly incurred. 6.02.2 Permit the duly authorized representative of the (agency concerned) from time to time to inspect its records and accounts as well as to audit the same. 6.03 Information and Progress Reports The Consultant shall furnish the (agency concerned) monthly progress report and any such information relative to the Services and the Project as the (agency concerned) may from time to time reasonably request. 6.04 Assignment and/or Sub-Contract 6.04.1 Except with prior written approval of the (agency concerned), the Consultant shall not assign nor sub-contract any part of the professional engineering services under this Agreement to any other person or firm. THCSAE 6.04.2 The approval by the (agency concerned) and the (lending institution) to the assignment of any part of said Services or to the encasement by the Consultant of Sub-Contractors to perform any part of the same shall not relieve the Consultant of any of its obligations under this Agreement. 6.05 Prohibition on Association The Consultant agrees that during or after the conclusion or termination of this Agreement, it shall limit its role under the Project to the provision of the Services and hereby disqualifies itself and any other contractor, consulting engineer or manufacturer with which it is associated or affiliated, from the provision of goods and services other than the Services herein except as the (agency concerned) may otherwise agree. 6.06 Prohibition on Conflicting Activities No full time foreign Staff during his assignment under this Agreement shall engage, directly or indirectly, either in his name or through the Consultant, in any other business or professional activities in the Philippines other than the performance of his duties or assignment under this Agreement. On the other hand, the (agency concerned) shall not extend any appointment to Consultant's Staff during the period of their assignment except upon prior written approval of the Consultant. SEIDAC 6.07 Confidentiality Except with the prior consent of the (agency concerned), the Consultant and the Staff shall not at any time communicate to any person or entity any information disclosed to them for the purpose of the Services, nor shall the Consultant or the Staff make public any information as to the recommendations formulated in the course of or as a result of the Services. 6.08 Independent Contractor Nothing contained herein shall be construed as establishing or creating between the (agency concerned) and the Consultant, the relationship of employer and employee or principal and agent, it being understood that the position of the Consultant and anyone else performing the Services is that of an independent Contractor. 6.09 Indemnifications The Consultant holds the Government free from any and all liabilities, suits, actions, demands, or damages arising from death or injuries to persons or properties, or any loss resulting from or caused by said personnel incident to or in connection with the services under this Agreement. The Consultant agrees to indemnify, protect and defend at its own expense the (agency concerned) and its agents from and against all actions, claims and liabilities arising out of acts done by the Consultant or its Staff in the performance of the Services including the use or violation of any copyrighted materials, patented invention, article or appliance. ARTICLE VII GENERAL CONDITIONS 7.01 Laws of the Republic of the Philippines The proper law of this Agreement shall be the laws of the Government of the Republic of the Philippines or, in the case of foreign-assisted projects, the law as may be agreed upon during negotiations and provided for under the governing loan/grant agreements. The Consultant and its Staff will conform to all applicable laws of the same and will take prompt corrective action with regard to any violation called to their attention. 7.02 Proprietary Rights of the (Agency Concerned) 7.02.1 On Records and Other Documents Reports and all relevant data such as maps, diagrams, plans, designs, statistics, specifications and other supporting records or materials compiled or prepared in the course of performance of the Services shall be the absolute properties of the (agency concerned) in accordance with existing laws and shall not be used by the Consultant for purposes unrelated to this Agreement without the prior written approval of the (agency concerned). Corollarily, the (agency concerned) shall inform the Consultant (non-architect) of any re-use of subject documents other than those for which they were intended or prepared for under this agreement. Copies of such documents as required in the TOR shall be turned over to the (agency concerned) upon completion of the Project except that Consultant shall have the right to retain two (2) copies of the same. SEIDAC However, the above may not apply to contracts for architectural services as may be governed by architectural law(s). 7.02.2 On Equipment The following equipment shall remain the properties of the (agency concerned): (a) Those supplied by the (agency concerned) for the Project which shall be returned by the Consultant after checking the inventory in accordance with the procedures as determined by the (agency concerned). DAHCaI (b) Those purchased by (agency concerned) or by the Consultant for the former for the purpose of the Project. 7.03 Control and Approval of the (Agency Concerned) The Head of the (agency concerned) will designate in writing an official who shall keep in touch with the works, and shall be the authorized medium of communications and/or approval in all matters relating to the Services under this agreement. Consultant shall, in advance consult and receive approval of the Head of the (agency concerned) or his designated official or officials before acting upon important technical decisions and procedures. 7.04 Insurance The (agency concerned) shall take out and maintain adequate insurance against loss or damage to equipment for the Project which are purchased in whole and in part with funds provided by the (agency concerned). The (agency concerned) undertakes no responsibility in respect of any life, health, accident, travel and other insurance for the Consultant nor to its family. 7.05 Changes The (agency concerned) may at any time, by written notice to Consultant issue additional instruction require extra work or services, changes or alterations in the work, or direct the omissions of works of Services covered by this Agreement. Consultant shall make no additional changes, alterations and omissions except upon the prior written approval of the (agency concerned). In case of consulting services for construction supervision, the Project Director will monitor closely the manning schedule so that the Staff to be employed are only those necessary for the effective construction supervision. The (agency concerned) may terminate the services of some or all of the Staff if the service of said staff are considered no longer necessary. The Notice of Termination, however shall not be less than thirty (30) days prior to the effective date of termination. 7.06 Terms of Agreement It is estimated that for the purpose of this Agreement, a term of no more than _______ calendar months will required from the date of issuance of Notice to Proceed until completion of Services as set forth Appendix D. SEIDAC 7.07 Notice of Delay In the event that the Consultant encounters delay in obtaining the required services or facilities under the Agreement, it shall promptly notify the (agency concerned) of such delay and may request an appropriate extension for completion of the Services. An extension of time may be granted provided it was establish that the cause of the delay in the performance of the work is due to the failure of the (agency concerned) provide the required services or facilities. DEaCSA 7.08 Audits The Consultant shall keep clear and orderly records of all accounts, expenses, salaries and costs. The monthly invoices to be submitted by Consultant under the provisions of Section 4.09 and 4.10 of Article IV of this Agreement shall be subject to review or verification by the (agency concerned) for purposes of payment. The expenses in connection with such review or verification shall be for the account of (agency concerned). 7.09 Certificate of Completion When the Services under this Agreement are completed to the satisfaction of the (agency concerned) shall issue a Certificate of Completion to Consultant. 7.10 Integration of All Prior Agreements and Negotiations It is agree that this Agreement expresses all the understanding, promises and covenants of the parties that it integrates, combines and supersedes all prior negotiations, understandings and agreements when written or oral. 7.11 Notarization and Documentation The documentation, notarial fees and documentary stamps in connection with this agreement shall be for the account of the Consultant. 7.12 Eligibility The Consultant represents and warrants that it is located in and is a national of the _________ and that the Staff and Services will be substantially from that country except as may otherwise be provided herein. 7.13 Validity Clause If any terms or conditions of this Agreement is held invalid or contrary to law, the validity of other terms and conditions hereof shall not be affected thereby. 7.14 Warranty The Consultant hereby warrants that it has not given, or promised to give any money or gift to any official or employee of the (agency concerned) or the Government to secure this Agreement. Any violation of this warranty shall be sufficient ground for revocation or cancellation of this agreement. 7.15 Consultancy Cost In cases where fixed billing rates are not used, the Consultant shall make a representation that the salaries and other cost data included in the Consultant's financial proposal are based on actual salaries and overseas allowances and that the factors quoted for overhead, social charges and profit are based on the Consultant's average cost expenses for the last three (3) years as presented in the Consultant's annual financial report. ARTICLE VIII DISPUTES, ARBITRATION AND TERMINATION 8.01 Disputes Any dispute concerning any question arising under this Agreement which is not disposed of by agreement between the parties, shall be decided by the (Head of the agency concerned) who shall furnish Consultant a written copy of his decision. 8.02 Arbitration The decision of the (Head of the agency concerned) shall be final and conclusive unless within thirty (30) days from the date of receipt thereof. Consultant shall deliver to (agency concerned) a written notice addressed to the (Head of the agency concerned) stating its desire to submit the controversy to arbitration. In such event, the dispute shall be decided in accordance with Philippine Laws (Executive Order No. 1008) or through international arbitration in the case of foreign-assisted projects may be required. 8.03 Enforcement Decisions reached by arbitration may be enforced by either of the parties to this Agreement in any court of competent jurisdiction in Philippines. In case of suit arising in connection with the terms of this Agreement, the parties hereto expressly submit to the jurisdiction of the said court. SEIDAC 8.04 Consultant Duty to Perform During any dispute between (agency concerned) and Consultant, the Consultant shall proceed diligently with the performance of its services as directed by the (agency concerned). 8.05 Suspension If any of the following events shall have happened and be continuing, the (agency concerned), may, by written notice to the Consultant, suspend in whole and in part payments to it under this Agreement: 8.05.1 A default, failure or refusal on the part of the Consultant to perform the Services in such a manner which will be consistent with the result herein contracted for or its non-compliance with the provisions of this Agreement after giving thirty (30) days from receipt of written notice for the consultant to rectify the deficiencies. cITaCS 8.06 Termination of the Agreement 8.06.1 By the Client (a) If any of the conditions referred to in Section 8.05 of this Article shall continue for a period of thirty (30) days after receipt of written notice of suspension of payments to the Consultant, the (agency concerned) may, by written notice to the Consultant, terminate the Agreement. (b) In any other event, the (agency concerned) may terminate the Agreement after sixty (60) days from receipt of written notice to the Consultant. 8.06.2 By the Consultant The Consultant shall promptly notify the (agency concerned) in writing of any situations or occurrence beyond its reasonable control which makes it impossible to carry out the obligations under this Agreement. Upon confirmation in writing by the (agency concerned) of the existence of any such event or upon its failure to respond to such notice within fifteen (15) days from receipt thereof, the Consultant shall be relieved from all liabilities for failure to carry out such obligations and it may thereupon terminate the Agreement by giving not less than thirty (30) days from receipt of written notice to the (agency concerned). 8.07 Termination Procedure 8.07.1 Upon receipt of notice of termination of this Agreement under Section 8.06 of this Article, the Consultant shall take immediate steps to bring the Services to a close, in a prompt and orderly manner, and to reduce expenditures to a minimum. 8.07.2 Upon termination of this Agreement, unless the same shall have been occasioned by Consultant's default, Consultant shall be entitled to receive reimbursement costs in full for such termination and of reasonable costs incident of the orderly liquidation of its Services. SEIDAC 8.08 Force Majeure 8.08.1 If either party is temporarily unable by reason of force majeure to meet any of its obligations under this Agreement, and if such party gives to the other party written notice of the event within fourteen (14) days after its occurrence, such obligations of the party shall be suspended for as long as the inability continues. 8.08.2 Neither party shall be liable to the other party for loss or damages sustained by reason of force majeure or delays arising from such event. 8.08.3 The term "force majeure" as employed herein shall mean strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, earthquakes, storms, lighting, floods, washouts, civil disturbances, explosions, and any other similar events, not within the control of either party which with the exercise of due diligence neither party is able to overcome. ARTICLE IX EXECUTION 9.01 Effectivity This Agreement shall be subject to the approval of the (applicable boards, if any) and shall become binding on both parties upon approval by the Philippine Government authorities concerned and the concurrence of concerned foreign financial institution as may be required in the case of foreign-assisted projects. The (agency concerned) shall then issue a Notice to Proceed to Consultant and the Consultant shall be paid for Services rendered effective from the date of its actual service. 9.02 Commencement Date The Consultant will commence the Services within ______ days (Note: not later than thirty (30) days) after the issuance of a Notice to Proceed by the (agency concerned). 9.03 Notices and Addresses All notices called for by the terms of this Agreement shall be effective only at the time of receipt thereof and only when received by the parties to whom they are addressed at the following addresses: Notice to (Agency Concerned): Notices to Consultant: All such notices must be in the form of registered letters, telegrams, or cables in the English language. The address or notices, as provided above, may be changed by either party, by giving notice to the other party as provided herein. SEIDAC 9.04 Amendments No amendments, modifications, or alterations, to this Agreement shall be valid or binding on either party unless expressed in writing and executed with the same formality as this Agreement. 9.05 Counterparts This Agreement is executed and delivered in two (2) copies, one (1) for the (agency concerned) and one (1) for the Consultant, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and place first above-written. REVISED PROVISIONS FOR CONTRACT AMOUNT DERIVED AS PERCENTAGE OF CONSTRUCTION COST When the amount indicated in the Agreement is derived as percentage of estimated construction cost, the following section shall replace ARTICLE IV PAYMENT TO CONSULTANT of the Proforma Agreement for Consultancy: ARTICLE IV CONSULTING SERVICES FEE 1. The OWNER agrees to pay the Consultant for his Professional Services in the amount of __________ PESOS as a total lump sum fee. 2. The payment of the Consultant's fee shall be made as follows: a. Upon completion of the schematic design services, submission and approval of the schematic instruments by the OWNER, a sum equal to FIFTEEN PERCENT (15%) of the lump sum fee; b. Upon completion of the design development services, submission and approval of the design development instruments by the OWNER, a sum equal to TWENTY PERCENT (20%) of the lump sum fee; c. Upon completion of the construction bidding services, submission and approval of construction phase instruments by the OWNER, a sum equal to FIFTY PERCENT (50%) of the lump sum fee; d. Upon completion of the construction, and submission of construction completion report to the OWNER, a sum equal to FIFTEEN PERCENT (15%) of the lump sum fee. SEIDAC In summary, the schedule of payment is as follows: After Schematic Design 15.0% of fee After Design Development 20.0% After Contract Document 50.0% After Construction 15.0% TOTAL 100.0% 3. The Consultant's fee shall be paid progressively or partially, each payment to be equivalent to the evaluated quantity of work satisfactorily accomplished and not yet paid. 4. The schematic design and the design development services, otherwise called the preliminary design service, may be completed simultaneously and submitted together for approval. 5. No final payment shall be made until the Consultant submits to the OWNER a certification, attested by the Project Manager or his representative, to the effect that the undertaking provided herein has been satisfactorily completed. In case of default of the CONTRACTOR, at any stage of construction, payment to the Consultant shall be proportional to the construction work thus accomplished. TDCAIS 6. If the OWNER fails to implement the plans and documents for construction as prepared by the Consultant, the Consultant is entitled to receive as compensation the sum corresponding to EIGHTY FIVE PERCENT (85%) of his fee for design services. APPENDIX G DOCUMENTARY REQUIREMENTS The documentary requirements of the Professional Regulation Commission and the Securities and Exchange Commission are as follows: a. Philippine Regulation Commission (PRC) The PRC requires a special permit to practice a profession (G-2G-3). The processing time for this calls for a period of three (3) to four (4) weeks. b. Securities and Exchange Commission (SEC) Following is a list of the documentary requirements of SEC: i. Basic Requirements for Registration of Articles of Incorporation (G-4G-5) ii. Treasurer's Affidavit (G-6) iii. Statement of Assets and Liabilities (G-7G-8) SEIDAC iv. Bank Certificate of Deposit (G-9) v. Authority to Verify Bank Accounts (G-10) vi. Written Undertaking to Change Corporate Name (G-11) vii. Supporting Papers Required to be Submitted with the Articles of Incorporation Non-Stock Corporation (G-12) The processing time calls for a period of three (3) to five (5) days. SECURITIES AND EXCHANGE COMMISSION PUBLIC ASSISTANCE UNIT BASIC REQUIREMENTS FOR REGISTRATION OF ARTICLES OF INCORPORATION ( ) 1. Verification Slip Re: corporate name; ( ) 2. Articles of incorporation; ( ) 3. Treasurer's Affidavit; ( ) 4. Statement of Assets and Liabilities; ( ) 5. Bank Certificate of Deposit; ( ) 6. Authority to verify Bank Accounts; SaICcT ( ) 7. Written Undertaking to: ( ) a. Change Corporate name; ( ) b. Comply with R.A. 2629 Investment Company Act; ( ) c. Comply with Bonded Warehousing Act; ( ) d. Comply with R.A. 7787 Security Agency; ( ) e. Comply with requirements of National Urban Planning Commission; ( ) f. Report to BOI pursuant to Sec. 2(2) of R.A. 6455; ( ) g. Assume unpaid subscriptions of non-resident alien subscriber(s) under oath. ( ) 8. Marital consent of husband(s) or married incorporator(s) subscriber(s) either in the articles of incorporation or in separate document; ( ) 9. Tax Account Number of incorporation; ( ) 10. Personal Information Sheet of Directors/Officers/Subscribers; ( ) 11. Affidavit of joint Liability (stock brokerage business); ( ) 12. Joint Affidavit of Incorporation; ( ) 13. Inventory of personal property(ies) signed by the owners)/subscriber(s); ( ) 14. Deed of Assignment of: SEIDAC ( ) a. Real Property(ies) duly presented for Primary Entry in the Office of the Registry of Deeds where property(ies) Is/are located; ( ) b. Personal Property(ies); ( ) 15. Appraisal Report of real and/or personal property(ies) being assigned; ( ) 16. Original and photostat copies of: ( ) a. ACR or ICR of resident alien incorporator(s) subscriber(s); ( ) b. Proof(s) of Filipino citizenship of incorporator(s)/subscriber(s) with foreign sounding name; ( ) c. O.C.T. or T.C.T. or copies thereof duly certified by its official custodian (Register of Deeds); ( ) d. Real Estate Tax Declaration(s) and latest Real Estate Tax payment receipt(s); ( ) 17. Written consent of creditor(s) of property(ies) being assigned, if subjected to lien or encumbrances; ( ) 18. Certificate of Authority issued by the Central Bank of the Philippines; ( ) 19. Indorsement of the Agricultural Productivity Commission re: agricultural cooperative and farmers association; ( ) 20. Certification of Director of Private School to permit to use name of school; ( ) 21. Modus Operandi of explanation as to how purposes will be carried out; ( ) 22. Resolution of the board of Directors that corporation will comply with SEC Requirements for Non-Stock Corporation; ( ) 23. List of members (preferably signed) certified by the Secretary; ( ) 24. Verification by Chief Priest, or head of the Church; ( ) 25. Certificate of Appointment of Chief Priest, Presiding Elder or Head of the Church; ( ) 26. Power of Attorney (General or Special); ( ) 27. Extra Judicial Partition Agreement; ( ) 28. Letters of Guardianship; ( ) 29. Court Order approving investment of minor(s); SEIDAC ( ) 30. Registration Data Sheet; ( ) Others ________________________________________________ TREASURER'S AFFIDAVIT REPUBLIC OF THE PHILIPPINES) ______________________________) S.S. I, ________________________ being duly sworn, and say; That I have been elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I thereby certify under oath that at least 25% of the authorized capital stock of the corporation has been subscribed and at least 25% of the total subscription has been paid and received by me in cash or property in the amount of not less than P5,000.00, in accordance with the Corporation Code. __________________ Treasurer SUBSCRIBED AND SWORN to before me, a Notary Public for and in the City/Municipality of ________________, Province of __________, this _______ day of ____________________. 19___ by ________ with Res. Cert. No. ____________________ issued at ___________ on _____________ 19 ______. ________________ Notary Public Until December 31, 19___ Doc. No. _____ Page No. _____ Book No. _____ Series of ______ Republic of the Philippines Ministry of Finance SECURITIES AND EXCHANGE COMMISSION Metro Manila STATEMENT OF ASSETS AND LIABILITIES ______________________________ as of ___________________ 19 ____ at ____________________________ with office at ____________________ ______________________________ EXAMINED AND FOUND IN ORDER FOR PURPOSES OF INCORPORATION, IS HEREBY PUBLISHED UNDER SECTION 9 OF ACT 1486 BY ORDER OF THE SECURITIES AND EXCHANGE COMMISSION ASSETS Cash on hand/or in banks P ___________ Accounts receivable ___________ Furniture and Office Equipment ___________ ___________ Total Assets P ___________ LIABILITIES AND NET WORTH Accounts payable P ___________ ___________ Total Liabilities P ___________ Authorized Capital Stock: _______________ shares (Number) (Class) at P __________ par value P ______ Capital Stock Subscribed ______ Less: Subscription Receivable ______ Paid-Up Capital P ___________ Surplus ___________ Net Worth ___________ Total Liabilities & Net Worth P ___________ _____________________ Treasurer: _____________ REPUBLIC OF THE PHILIPPINES) ) S.S. SUBSCRIBED AND SWORN to before me this ___________ day of _______, 19_____ affiant exhibited to me his/her Res. Cert. No. _________ issued at _____________ on _________ 19____. NOTARY PUBLIC Until December 31, 19____ Doc. No. ________ Page No. ________ Book No. ________ Series of 19 _______ Certificate of Deposit BANK LETTERHEAD (Head Office of Branch) ____________ (Date) The Securities and Exchange Commission EDSA, Mandaluyong, Metro Manila Greetings: This is to certify that there is a deposit with this bank the sum of ________________ (P ___________) in the name of __________________, Treasurer in Trust for __________________ which is in the process of incorporation. The said deposit is clear and free from lien, restriction, condition or holdout and may be withdrawn in behalf of said company upon presentation of proof of due incorporation thereof. DcSTaC ______________________________________ NAME OF BANK OFFICER & DESIGNATION REPUBLIC OF THE PHILIPPINES) ___________________________) S.S. SUBSCRIBED AND SWORN to before me this ____________ day of _____________, ____________ affiant exhibited to me his/her Residence Certificate No. _____________, issued at ___________ on ____________. NOTARY PUBLIC Until December 31, ____ Doc. No. ________ Page No. ________ Book No. _______ Series of ________ Authority to Verify Bank Accounts _____________ Date Securities and Exchange Commission Central Bank of the Philippines Metro Manila Gentlemen: This is to authorize your office to examine and verify the deposit in the __________ (NAME OF BANK) ___________ in my name as Treasurer-in-Trust for _________ for which is to the process of incorporation. SEIDAC This authority is valid and inspection of said deposit may be made even after the issuance of the Certificate of incorporation to the company. Should the deposit be transferred to another bank prior to or after incorporation, this letter will also serve as authority to verify and examine the same. The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the corporation as well as all supporting papers to determine the utilization and disbursement of said paid-up capital. DHEaTS By: _______________ Treasurer Written Undertaking to Change Corporate Name __________ Date The Chairman Securities and Exchange Commission EDSA, Mandaluyong Metro Manila In connection with the registration of the Articles of Incorporation/Partnership of the ________________, I, the undersigned representative and on behalf of the organizers thereof, hereby manifest our willingness to change its corporate/partnership name in the event another person, firm or entity has acquired a prior right to the use of the said name or one deceptively or confusingly similar to it. Very truly yours, ______________ (Name) ______________ (Address) SUPPORTING PAPERS REQUIRED TO BE SUBMITTED WITH THE ARTICLES OF INCORPORATION OF A NON-STOCK CORPORATION 1. VERIFICATION SLIP (Re: Corporate name) 2. LETTER OF UNDERTAKING: addressed to the Commission signed by at least a majority of the incorporators or by the duly authorized representative, to the effect that the association will change its corporate name in the event another person, firm or entity has acquired a prior right using the same name or one similar to it. SEIDAC 3. MODUS OPERANDI or a detailed explanation as to how the association shall carry out its objectives signed by at least a majority of the incorporators or by its duly authorized representative. 4. BOARD RESOLUTION signed by at least a majority of the Director or certified under oath by the Secretary in the following tenor to wit: "RESOLVED, that the corporation or association will comply with the S.E.C. REQUIREMENTS FOR NON-STOCK CORPORATION dated May 24, 1963 in the course of its Operation." 5. LIST OF MEMBERS of the Association containing their manual signatures and attested by the Secretary. 6. REGISTRATION DATA SHEET. 7. LIST OF CONTRIBUTORS AND AMOUNT CONTRIBUTED certified under oath by the Treasurer.