SOP Exhibits

Title:

Exhibit 1 - Terms of Reference

SOP Number : GS-PD24

Exhibit 1

Page 1 of 11

Republic of the Philippines
NATIONAL FOOD AUTHORITY

REGIONAL SPECIAL BIDS AND AWARDS COMMITTEE - DIVESTMENT

Region: _________________

TERMS OF REFERENCE

(PRO FORMA)

DISPOSITION THROUGH “AUCTION SALE” OF THE:

Property Description : ____________________________

Area : ____________________________

Location : ____________________________

I. PROJECT RATIONALE

Pursuant to the Approved NFA Non-Performing Real Properties Divestment Plan, NFA Region _____ is disposing thru Auction Sale on an “

as-is, where-is

” basis, the _______ Square Meters Lot and other improvement such as

______________, located in _________________ _______________________________________(Address ). The vicinity map, and lot plan of the Property is attached hereto as

Annex “A”.

“

As is, where-is

” is defined as the present physical condition of the lot and warehouse that the NFA is selling and the buyer is buying, with all the attendant faults, if any, whether or not it is immediately apparent and without any express or implied warranty. The buyer shall take this condition at his own risk, without recourse against the NFA as to their condition.

The bidding/auction is being administered by the NFA REGIONAL SPECIAL BIDS AND AWARDS COMMITTEE (NFA – RSBAC____). The decision or action of the Committee shall be subject to the approval of the NFA Regional Director.

II. BACKGROUND OF THE PROPERTY

The property consists of ___________________ (Lot Area & Improvement if any) _________________. It is located in _______________ (Address). The Property is _____________ (Status of Property and its brief description).

The property is ready for occupancy upon full payment of its selling price.

The Property is registered in the name of National Food Authority (NFA) under Transfer Certificate of Title No. _____________ (hereto attached as Annex “B”).

III. A. MINIMUM BID/AUCTION PRICE

The minimum Bid/Auction Price for the Property is set at: PESOS:_______________________________________( Php ____________), net. The winning bidder shall be responsible for all the applicable transactional expenses in transferring the TCT in the Winning Bidders’s name.

B. BID/AUCTION SECURITY

The Auction Security, in the form of Cashier’s Check or Manager’s Check payable to NFA equivalent to 10% of the Offer. The Bid/Auction Security shall be converted as performance bond and shall form part of the Purchase Price which the winning offeror shall pay to NFA. The Auction Security of all other bidders shall be returned without interest, upon signing of the Deed of Sale between NFA and the winning bidder/offeror.

C. BID PROPOSAL

Bid Proposal shall be written in words and in figures and shall not be lower than the minimum bid price of the property indicated above and as published in the newspaper of general circulation, NFA Website (www.nfa.gov.ph), PhilGEPS, and Conspicuous Places (on the Bulletin Boards of the Provincial Capitol, Municipal and Barangay Halls of the Municipality where the property is located, as well as NFA’s Regional & Provincial offices. Should there be a difference in the amounts in words and in figures the amount in words shall prevail.

D. BID DOCUMENTS

The Bid Documents shall include the following:

Section I………………………………………………………….Invitation to Bid

Section II………………………………………………….Instruction to bidders

Section III……………………………………………………………Deed of Sale

Section IV…………………………………………………….Terms of Reference

Section V…………………………………………………Technical Description

Section VI………………………………………………..Pro Forma Documents

IV. QUALIFICATION OF BIDDERS/OFFERORS

1. All persons, natural or juridical, allowed by Philippine Laws to own and acquire real property in the Philippines, may participate in this Bidding/Auction.

2. However, the following persons are

not qualified

to participate in the Bidding/Auction:

a. NFA Officials and Employees, and their relatives within the fourth (4

^th

) civil degree of consanguinity or affinity.

b. Any entity that has outstanding tax liabilities in the Government of the Philippines. A Tax Clearance Certificate secured from the Bureau of Internal Revenue must be presented to prove otherwise.

3. The Bidder/Offeror must have purchased the Terms of Reference (TOR) for a Non-Refundable Fee of PESOS: __________________________ (PhP_________). Only those who have purchased the TOR shall be entitled to participate in this Bidding/Auction and receive Bid Bulletins or official communications from the NFA RBAC.

V. TERMS AND CONDITIONS OF SALE

1. NFA is disposing the __________________________ (Description of the Property) on an “

As-is, Where-is

” basis via cash-sale mode.

2. The Winning Bidder/Offeror shall remit to NFA the

full payment for the property

, upon signing of the Deed of Sale which shall be within Thirty (30) Calendar Days upon the issuance of Notice of Award (NOA). NFA shall convey to the Winning Bidder/Offeror the Original Owner’s Duplicate copy of the Transfer Certificate of Title (TCT) and Tax Declaration upon full payment of the Bid/Auction Price and signing of the Deed of Sale. The draft of the Deed of Sale is hereto attached as

Annex “C”.

3. The Winning Bidder/Offeror shall be responsible for the payment of transfer tax, registration fees, documentary stamp tax and other expenses incidental to the Sale of the Property with the appropriate government agencies and transfer of Titles from NFA’s name to the name of the Winning Bidder/Offeror.

VI. BIDDING/AUCTION PROCEDURE

1. Bidding/Auction Process Flow

Publication/Posting of Invitation to Bid/Auction
Issuance of Terms of Reference
Inspection of Property by Interested Parties/Bidders
Pre-Bid Conference
Submission of Bids/Offers
Opening of Bids/Offers
Evaluation of Sealed Bids/Offers
Post-Qualification Process
Issuance of Notice of Award.

2. Publication of Invitation to Bid/Auction

NFA shall publish the “Invitation to Bid/Auction” in the newspaper of general circulation, NFA Website (www.nfa.gov.ph), PhilGEPS, and Conspicuous Places (on the Bulletin Boards of the Provincial Capitol, Municipal and Barangay Halls of the Municipality where the property is located, as well as NFA’s Regional & Provincial offices.

3. Submission and Opening of Bids/Offers

Interested Bidders/Offerors shall submit their Sealed Bids/Offers to NFA on or before the date and time specified in the Timetable of Activities. The Sealed Bids/Offers, which shall be addressed to the NFA - RSBAC, shall consist of the following:

3.1 Documentary requirements:

3.1.1 For Individuals:

a. Duly accomplished Registration Form (pro-forma attached as

Annex “D-1”

;

b. Certified True Copy of two (2) valid government issued Identification Card with photo (e.g. Driver’s License, Passport, PRC License);

c. Certificate from at least one (1) highly-reputable Savings/ Commercial/Universal Bank, legally operating within the Philippines stating that the Bidder/Offeror is known to them, banking with them, and is in good financial and/or credit standing; and

d. Certified True Copy of the latest Income Tax Return for the immediate preceding calendar year, duly stamped received by the BIR.

e. A Tax Clearance Certificate secured from the BIR

3.1.2 For Sole Proprietorship, Partnership, Cooperative, or Corporation:

a. Duly accomplished Registration Form (pro-forma attached as

Annex “D-2

”;

b. Certified True Copy of Registration Certificate from the appropriate regulatory agency (Securities and Exchange Commission, Department of Trade and Industry, or Cooperative Development Authority);

c. Certified True Copy of Tax Clearance issued by the BIR which has an effectivity of not earlier than the immediate preceding quarter;

d. Certificate from at least one (1) highly-reputable Savings/ Commercial/Universal Bank, legally operating within the Philippines stating that the Bidder/Offeror is known to them, banking with them, and is in good financial and credit standing, and

e. A duly-notarized Board Resolution and Secretary’s Certificate, or a Special Power of Attorney issued by the Bidder/Offeror expressly authorizing its participation in the Bidding/Auction Process, and appointing its Authorized Representative for this purpose; or, for sole proprietorships, a valid government –issued Identification Card of the Proprietor/Bidder with photo, whichever of the aforementioned is applicable.

f. A Tax Clearance Certificate secured from the BIR

3.1.3 For Local Government Unit:

a. Duly accomplished Registration Form (pro-forma attached as

Annex “D-3”

;

b. Sangguniang Resolution ( Bayan/Panlalawigan ), approving the Purchase and the Payment of the Total Bid/Offer Price by the concerned LGU, of the subject property and appropriating funds therefor;

c. Sangguniang Resolution ( Bayan/Panlalawigan ), authorizing the Mayor/Governor to participate and sign Bidding/Auction Documents, sign the Deed of Absolute Sale as Vendee, for and in behalf of the LGU;

d. Certified True Copy of Two (2) valid government issued Identification Card with photo (e.g., Passport, Driver’s License, PRC License, etc.) of Authorized Representative;

e. Bank Certification or any proof of funds availability; and

f. In case of acquisition of real properties under RA 10752 otherwise known as the “Right of Way Act,” the

Agency Manual of Procedures for ROW acquisition

3.1.4 For National Government Departments / Government Corporations:

a. Duly accomplished Registration Form (pro-forma attached as

Annex “D-4”

;

b. A duly-notarized Board Resolution and Secretary’s Certificate, or a Special Power of Attorney issued by the Bidder/Offeror expressly authorizing its participation in the Bidding/Auction Process, and appointing its Authorized Representative for this purpose;

c. Certified True Copy of Two (2) valid government issued Identification Card with photo (e.g., Passport, Driver’s License, PRC License, etc.) of Authorized Representative;

d. Bank Certification or any proof of funds availability and;

e. In case of acquisition of real properties under RA 10752 otherwise known as the “Right of Way Act,” the

Agency Manual of Procedures for ROW acquisition

3.2 Bid/Auction Security,

in the form of a Cashier’s Check or a Manager’s Check payable to NFA, equivalent to 10% of the Bid Offer. The Bid/Auction Security shall be returned to the Winning Bidder/Offeror by deducting the amount from the Purchase Price which the Winning Bidder/Offeror shall pay to the NFA. The Bid/Auction Security of all other Bidders shall be returned without interest, upon signing of the Deed of Sale between NFA and the Winning Bidder/Offeror; and

3.3 Final Bid/Offer Letter,

in the form of Annexes “

E-1, E-2 & E-3”

, duly signed by the Bidder/Offeror or its Authorized Representative, indicating its Bid/Auction Price.

4. Sealing and Marking of Bids/Offers.

The Documentary Requirements, Bid/Auction Security, and Final Bid/Offer Letter shall be submitted in Two (2) Copies each placed in Two (2) Individual Folders, which shall be marked

FIRST COPY

and

SECOND COPY

respectively. The Two (2) Folders shall be placed inside One (1) Large Envelope after which shall be tightly sealed and marked, as follows:

TO : NFA RSBAC, Reg.___

SEALED BID/OFFER

DISPOSITION THROUGH AUCTION SALE OF THE
_________________________(DESCRIPTION OF THE SUBJECT PROPERTY)

___________________________ (LOCATION):

NAME OF BIDDER/OFFEROR___________________________

FULL BUSINESS ADDRESS _____________________________

DO NOT OPEN BEFORE: _______________ ( DATE & TIME OF BIDDING )

5. Evaluation of Sealed Bids/Offers

. Sealed Bids/Offers shall be opened by the NFA - RSBAC to determine completeness of documents and sufficiency of data/information provided therein. Bids/Offers that are found to have satisfied all the requirements of this TOR shall be ranked based on the Bid/Offer Price for the Property. The Bid/Offer which is found to have complied with all the Requirements and which has the highest Proposed Bid/Offer Price for the Property shall be declared the Highest Ranked Bid/Offer.

6. Run-Off

. When two or more Bidders/Offerors have submitted the exact same Bid/Offer Amount up to the last centavo, a “tie” shall be declared. The Committee shall call a “Run-Off” to break a “tie”. The Bidders/Offerors involved in the “tie” shall be given Ten (10) Minutes to submit their respective Improved Bids/Offers, signed by the same Person/Authorized Representative who submitted the original Bid/Offer. For this purpose, the NFA - RBAC shall provide the Bidders/Offerors in the “Run-off” with a blank Final Bid/Offer-Letter Form.

The Bid/Offer with highest value after the “Run-Off” round shall be declared the Highest Ranked Bid/Offer.

7. Post-qualification

. The NFA - RSBAC shall verify the accuracy and authenticity of all submitted documents, including checking with the respective agencies that issued the documents submitted and other appropriate regulatory agencies.

8. Award.

A Notice of Award (NOA) shall be issued to the Winning Bidder/Offeror, inviting the Winning Bidder/Offeror to execute the Deed of Sales within Thirty (30) Calendar Days from receipt thereof. If the Winning Bidder/Offeror fails to settle the balance or sign the Deed of Sale upon full payment within the prescribed Thirty (30)-Calendar Day Period, the Bid/Auction Security shall be forfeited, in favor of NFA and the Bidder/Offeror with the Second Highest Bid/Offer will be notified and invited to enter and execute a Deed of Sale for the subject Property.

The award of the subject Property to the Winning Bidder/Offeror may be revoked by NFA on any of the following grounds:

8.1 The Winning Bidder/Offeror has been PREQUALIFIED on the basis of suppressed, undisclosed or false information; and

8.2 The Winning Bidder/Offeror violated the terms and conditions in the Notice of Award.

VII. TIMETABLE OF ACTIVITIES

Activities	Timetable
Publication/Posting of Invitation to Bid/Auction
Issuance of Terms of Reference
Inspection of Property by Interested Parties
Pre-Bid Conference
Deadline of Submission of Bids/Offers
Opening of Bids/Offers
Evaluation of Bids/Offers
Post-qualification
Approval to Declare Winning Bidder/Offeror and Corresponding Deed of Absolute Sale
Issuance of Notice of Award
Signing of Deed of Sale

The above is an indicative timetable which may change at the discretion of the NFA -RSBAC.

VIII. REQUEST FOR CLARIFICATIONS

Bidders/Offerors are enjoined not to contact any members of the NFA-RSBAC, TWG and Secretariat, whether personally or through phone calls. All relevant inquiries and concerns shall be raised in writing and addressed only to the NFA - RSBAC Chairperson at:

The Chairman, RSBAC-Divestment
National Food Authority
Regional Office
( Address )

IX. DUE DILIGENCE

NFA is disposing the Property strictly on an “As-is, Where-is” basis. Each prospective Bidder/Offeror shall be solely responsible for its own due diligence of all matters relating to this TOR and the Property which may affect its valuation of the Property or the nature of its proposal. NFA shall not be responsible for any erroneous interpretation or conclusion of the Bidder/Offeror out of data furnished or indicated in this TOR and proposal forms, including any addenda or amendments issued by the NFA - RSBAC.

No verbal agreement or conversation with, nor any verbal clarification from any NFA - RSBAC Chairperson and Members, TWG and Secretariat shall affect or modify any of the terms and conditions contained in TOR. Only amendments, supplements or clarifications to this TOR that are set down in writing and circulated to Bidders/Offerors by the NFA - RSBAC shall be relied upon as authorized. Neither the NFA Director, Officers, Staff, consultants and Authorized Representatives/Personnel may make any representation and warranty concerning any matter affecting this Bidding/Auction, except for the representations and warranties of NFA that shall be set out in the Deed of Sale for the Property.

X. FAILURE OF BIDDING/AUCTION

NFA shall declare a failure of Bidding/Auction in any of the following instances:

(a) there is no bidder;

(b) there is only one offeror/tender. In this case, the submitted offer or bid shall not be opened and outright failure of bidding shall immediately be announced;

(c) The Winning Bidder/Offeror refused to accept the award or enter into contract with NFA in accordance with Article VI, Section 7 of the TOR, in which case the winning bidder/offeror’s security bond shall be forfeited in favor of the NFA;

(d) All offers/tenders are non-complying or unacceptable. A tender is non-complying or unacceptable when it does not comply with the prescribed legal, technical and financial requirement for pre-qualification as provided in the Terms of Reference and Guidelines on the Divestment of NFA-Non Performing Real Properties; and

(e) The happening of a fortuitous event or any reason beyond the control of NFA, including but not limited to change in government policy, which prevents the completion of the contract or unduly delays its conclusion.

XI. FORFEITURE OF BID/AUCTION SECURITY

1. Any misrepresentation, and/or fraudulent declaration made by the Winning Bidder/Offeror in the submitted required documents discovered at any time after issuance of the Notice of Award;

2. Failure or refusal of a Winning Bidder/Offeror to enter into a Deed of Sale within the prescribed period, and;

3. Any circumstance or reason that provides NFA reasonable and valid basis to believe that the Winning Bidder/Offeror is or has been rendered incapable of completing its obligation, as proposed.

XII. ANTI-CORRUPTION POLICY

The Bidders/Offerors, their Directors and Officers are prohibited from communicating or contracting, directly or indirectly, with any of NFA - RSBAC, TWG, and Secretariat on matters concerning the Bidding/Auction for the entire duration of the Bidding/Auction Process, except for queries and clarifications of proposal which must be in writing and addressed to the NFA - RSBAC Chairperson.

The Bidders/Offerors shall not offer or give, directly or indirectly, any amount, benefit or advantages to any Executives, Officers and Employees of NFA. Violation of this policy shall be ground for disqualification or revocation of the award, if any, without prejudice to damages that NFA may recover for any loss or damage that may result therefrom.

XIII. QUALIFICATION AND WAIVER

NFA reserves the right to reject any or all bids/offers and its decision shall be final. NFA reserves the right to review all relevant information affecting the Bidder/Offeror or proposal before the execution of the Deed of Sale. NFA may disqualify the Bidder/Offeror or suspend/terminate the Bidding/Auction Process or declare a failure of Bidding/Auction should such review uncover any misrepresentation, error, mistake or fraud, in any of the submitted documents or information or evaluation which affects the substance of its proposal.

NFA further reserves the right to call-off the Bidding/Auction at any stage prior to the signing of the Deed of Absolute Sale and call for a New Bidding/Auction under amended rules, without any liability whatsoever to any and all the Bidders/Offerors. In such a case, the Bid/Auction Security shall be returned to the Bidder/Offeror.

IX. INTERPRETATION OF DOCUMENTS

The TOR and all its Annexes have been crafted with a view toward fair, transparent and competitive Bidding/Auction of the subject Property. Any ambiguity in, or conflict between, the TOR and its Annexes shall be resolved toward fulfilling the true intent of this Bidding/Auction, as determined by NFA.

REGIONAL SPECIAL BIDS AND AWARDS COMMITTEE -
DIVESTMENT

________________________ ______________________ _________________________
Regional Accountant/ Regional Engineer/ Regional Operations Officer/
Member Member Member

�� _______________________________ ___________________________
Concerned Provincial Manager / Asst. Regional Manager /
Vice-Chairperson Chairperson

Approved:

Regional Director/
Head of Divesting Entity