Republic of tho Philppines PROVINCE OF ORIENTAL MINDORO Calapan city SANGGUNIANG PANLALAWIGAN _—]}$2J—_$}2. EXCERPT FROM THE JOURNAL OF THE 59™ REGULAR SESSION OF THE 9% SANGGUNIANG PANLALAWIGAN OF ORIENTAL MINDORO HELD AT THE PEOPLE'S 4 HALL, BATASANG PANLALAWIGAN (BENIGNO S. AQUINO. JR. LEGISLATIVE BLOG. BRGY. CAMILMIL, CITY OF CALAPAN, ORIENTAL MINDORO, ON TUESDAY. 2 AUGUST 2017, IN LIEU OF MONDAY 21 AUGUST 2017 PRESENT: Hon. Humerito A. Dolor, MPA. PH.D. Vice Governor/resiciing Officer Hon. Antonio S. Perez, Jt, Member Hon. Ramil G. Dimar Member Han. Fler D. Atienza Member Han. Ryan Z. Arago Member Han, Rafael L Infantado Merniber Hon, Jean Paulo R. Umall Member Han, Marfin 8. Buenaventurc Member Hon, Mae Arlene M. Tatens Member Hon. Juan Paolo G, Luna Member Hon, Edilberto C. llano, Jr. Mernber Hon. Marion Francis D.Marces = Member/President, PCL-Oriental Minder ON GFFICIAL BUSINESS: \ Hon. Bernarcita D. Ameoia Member/President, ABC-Oriantal Mindora\ J PROVINCIAL ORDINANCE NO. 72-2017 Author: HON. HUMERLITO A. DOLOR, MPA, Ph.D. Co-Authors: HON. RAFAEL l. INFANTADO HON, EDILBERTO C. ILANG, JR. PROVINCIAL CODE PURSUING A PUBLIC-PRIVATE PARTNERSHIP FOR THE PEOPLE (PPPP) APPROACH TOWARDS DEVELOPMENT, PROVIDING FOR THE PROCEDURE FOR SELECTING THE PRIVATE SECTOR PROPONENT. ADOPTING A_ CONTRACT MANAGEMENT FRAMEWORK, AND PROVIDING APPROPRIATIONS AND FOR OTHER PURPOSES. WHEREAS, under Section 20, Aricle li af the 1987 Constitution, the “State( recognizes the indispensable role of the private secior, encourages private enlerprise, and provides incentives to needed investments WHEREAS, Section 35 of Republic Act No, 7160 otherwise known os the \ Local Government Code of 1991 clearly encourages the participation of the plivate sector in local govemance, particularly in the delivery of certain basic. | services to ensure the viability of local autonomy as an alternative strategy \ sustainable development; pao WE PRe *Poge 2 Prowl Ovemance Wo. 722017 WHEREAS, Republic AcI No. 6975, otherwise known os the "BOT Law," as amended by Republic Act No. 7718, authorizes private initiatives in infrastructure projects whieh allew Local Goverment Units {LGUs} 10 enler info contractual arrangements with the private sector: WHEREAS, the Implementing Rules and Regulations (IRR) of RA No. 6957, as amended by RA Na. 7718, emphasizes the policy of the Stale to encourage the private sector as the nation’s main engine for growlh and development to engage in or undertake thé financing. construction, operation and maintenance of private sector infrastructure and development! projects; WHEREAS, the Department of the Interior and Local Government (DILG] Legal Opinion No. 8, 8. 2014 declared that “there is no specific statute on PPP nor guidelines on joint ventures for local govemments” and thal a “duly enacted, | local legislation {PPP Code] must be complied with in undertaking (its) PPP ae \ WHEREAS, cecording fo the Deporiment of Justice [DOJ] Opinion No. 18, | S. 2012, “xxx local governments may enset their own Public-Private Partnershipy (PP2) Code or Omnibus Ordinance outlining. among others, oll epplicabie: modalilies. cx 4 local government, Ihreugh on enabling orsinance. is ftee te acl to address local concems, even wilhout on enabling ordinance. provided no \ stalule will be infinged”; 4 BUENAYENTURA, WHEREAS, in Legal Gpinion No. 10, 5. 2014, the OILG affirmed the above qualed 80) Opinion and further said that, “the LGUs' elscretion 2ais ebksistent 2 with the stale policy of local autonemy and is in line with the operative print 2 of decentralization and the national goal of propelling social and sconomi * growlh and development through the aclive participation of the private sector"| WHEREAS. in furinerance of anc consistent with local autonomy, fiscal 2 autonomy, the principle of subsidiarily, public good and welfare, general 3, welfare, and full autonomy cver proprietary pawers, Ihe Province is free, S. provided no statute is violated, to adopt its definition of a PPP undertaking and —- presaribe the requirements, procedures and conditions for Provincial PPPs, and = Incomporate Ihese in on operative framework: WHEREAS, having a framework in ordinance form will ensure and facilitate consistency, inlegrily, reliabilily, sustainability, accountability and transparency, te and enforceabilily: NOW THEREFORE, BE IT ORDAINED, by the Sangguniang Ponigiwigan of Oriental Mindoro, in session assembled, that: on aaa] Fu ‘Chapler |. Basic Principles and Definitions SECTION 1. Short Tille. — This Ordinance shall be known as the “Provincial PPPP Code.” ~ AW oS SECTION 2. Declaration of Peliey. - (a) It is hereby declared as a policy that Provincial Government of Oriental Mindoro (PGOrM) shall advance the publi a a good and general welfare, and promote the interest of the cammunity and the NS) io SA mafic \Poge 2 Provincial Greinonce No. 72-2007 Province within the framework of sustainable and integrated development, and effective constructive engagement and meaningful peeple’s parlicipatian in local governance. (b) PPPP shall be pursued by the Province consistent with and in furtherance of the vision and mission of the PGOIM, The Provincial PPPP Cade shall govern ail 25 any of the modllifies enumerated under SECTION 3. Scope and Coverage. PPPF projects of the PGOrM that uti Seciion 11, items () 10 ty)- LENS. SECTION 4. Operative Principles. - The accemplishment of the stated policy shall at be quided by the follawing principles: \ = g (a) The Province, pursuant to Sections 1. 2 and 5, Article x of the 1987 oe Conslilution, i§ @ teritorial and polifical subdivision which enjoys leery 6 < qutonomy and fiscal autonermy. Under Section 3, Arficle X of the 1987 = Constilulion, local autonomy means c mare responsive and accountable local goverment siructure inslituted through a system of decentralization” 4 2 Fecal autonomy means that local govemments have the power to create \\z ‘ their own sources of revenue in addition fo their equitable share in the /I\a national taxes teleased by the nalional government, as well as the power Uy I\ og to allocate their resources in accordance with thei own priorities. BX g (o} The general welfare and the public good shall always be promoted and 5 = that fransperency, public accountability and social eecourty 13 2 mechanisms ang approaches shall be integrated in PPPPs fram inception ta —}.o 3 implementalicn. ihe {c] The Province exits and opercles in its Governmental and proprietary’ capacities thereby making the provincial government an agent of and is theretore accountable to the Stale and its community. The role of the , soup raat provincial govemment Both as a requiator of a business and os eS implementer of a proprietary underlaking must be clearly delineated g eres [d] The Province must develop into a selfveliant community, and as such, isin @ } y 3 better position fo address and resolve matiers that are local in scope.the pe provincial government is under the supervision of the President and under the qualified control of Congress. Under Section 18 of fhe of Republic Act No. 7160 of Ihe Local Government Code of 1991 [LGC of 1991), the Province may acquire, develop, lease, encumber, alienale, or otherwise dispose of real or personal properly held >, by them in their proprietary capacity and to apply their resources ang. asseis for productive, developmental, or welfare purposes. ff} Under Section 2% [c] of the LGC of 1991, no contract may be entered into: by the Provincial Goverer, on behalf of the Provincial Government, without prier Quihorzation by the Sanggunian Panlolawigan. the participation ol the Sanggunian is indispensale in the adoption and implementation of a PPPP omangement. \ 4Sreinonce No. 77-2017 {g} Under Section 22 [d) of the LGC of 1991, the Province enjoys full autonomy th) a tk) ( lo] pte, Sal in the exercise of ifs proprietary functions and shall exercise the powers ‘expressly granted, those necessarily implied therefrom, as well as powers necessary. appropriate, or incidental for its efficient and effective governance, those not otherwise prohibited by law and those which are essential to the promotion of ihe general welfare. Under Section 25 (b} of the LGC of 1991, the Province moy collaborate or cooperate with other local governments, natienal governmenl! agencies. government-owned and controlled corporations, government insirumeniaiifies and government corporate entities for the implementation = of local projects. = Under the charter of the Province, Seclions 16, 17, 19 and 129 of LGC off | d q 1991 and other statutes, the province has been given the responsiblity ang| | / 5 mandate fo exercise devolved ond delegated pawers f | g 2 y 3 The Province, Under Section 106 of LGC of 1991, is mandated lo draw 4 and implement a comprehensive multisectoral development plan, PPPFE shall be pursued by the Province consistent with lis infrasinucturc, development, investment. environmental and govemance framework embodied in relevant policies, plans, ordinances and codes. od The Province, a§ @ parner in a PFFP rangement, may provide equity. subsidy or guarantee and use local funds; and the usage thereof [o\a PPP project shall be considered for public use and purpose. Under Sections 34, 35 ond 34 of the LGC of 199] and in the exercise of i powers, the Province may enter into joint ventures and such other cooperative arrengements with people's and non-governmental arganizalions (POs and NGOs} t2 engage in the delivery of certain basi services, capabilily-bullding and liveihcod projects, and to develop local enterprises. designed to improve productivity and income, civerstty agriculture, spur rural indusirialzation, promote ecological bolance, and enhance the economic and social well-being of the people: provide assistance, financial or otherwise, to such POs and NGOs for economic, socially-oriented, environmental, or cultural projects to be implemented within its territorial juisdiction ) The Province, under Section 3 {l) of the LGC of 1991. is duty-bound to ensure the aelive participation of the private sector in local gevernance. The right of the people fo information on matters of public concem ir guaranteed under Section 7, Article It of the 1987 Constitution, Furthermore, it is the policy of the State to allow full public disclosure of all its iransaciions involving public inlerest such as PPPS under Section 28, Ariicle lof the 1987 Constitution. \ 1 The people's right to effective and reasonable participation and publics trust provision under Section 16, Arficle Xill and Seciion 1, Arficie XI, ty he respectively. of the 1987 Conslitulion guarantee and empower civil soc| organizations (CSOs) to have effective end meaning[Ul participation in regulation and management of ia Sad, E(Grcinance No, 72-2017 SECTION 5. Rationale for PPPP. — PPPPs shall be promoted to provide more, better, offordable and fimely sewices to the community. In pursuing PPPs, PGOrM shall be guided by the following reasons and drivers: (o] PPPs shall be undertaken in furlherance of the Provincial Development and Physical Framewark Plan [PDPFP). (b) PPPP is an essenifal part of the overall infrastructure reform policy of the Province. By encouraging performance-based management of the delivery of public services applying commercial principles and incentives whenever possible, by Introducing competition in and fer the market, and by involving users and stakehalders in ine decision-making process, infrastucture and regulatory reform shall be achieved. [c] PPPs should be adopted to address pressing and urgent or critical public /\ need. Under the principle of “Addifionalty,” the increased economic:| \ benefits to consumer welfare of heaving needed public services and | infrastructure accessible now because of the PPPP, rather than having to wait until the PGOIM could provide the public services much later. PPPF would also encourage the acceleraied implementation af local projects. — NTR [d] PPPPs can bs adopted to avoid costs and public borowing. By \ contracting wilh the private sector fo undertake 9 new infrastructure project. economic ond social development related projectsc-scarce provincial capital budgets can be directed to other priarity sectors Such a= | social services, education, and health care. una saaTPSS, UENAY fe] PPPs allow for lechnology transfer, and improved efficiency and auaity of, es senice. These could be valuable conitibution of tne private sector in local” — | governance. NI If) PPPPs shovid be feasible and affordable. demonstrating the need for the project, broad level project costs estimation, and indicative commercial viobiliy. The assessment of affarcabilly shall be the cornerstone for ail PPPP projects, both to the province and the general public. la) PPPP Projects should be bankable. High participation costs, unreasonable Lisk transfer of Iengthy ond complex contract negotiations must be avoided. \ A cost recovery pricing policy attractive to the private sector must be in place: provided that the same will not be disadvantageous to goverment ond public interest. (h) PPPP Projects should provide value-for-money and good economic vailud as far as practicable, including allocation of risks to ihe porty best able to\ control, manage, rritigale or insure these risks, and maximization of the benefils of private sector efficiency, expertise, flexiolity and innovation (i) PPPE Prejecis must provide economic and social benefils and should be evaluated on this basis rather than on purely financial considerations. PGOrM remains responsible far services provided to the public, with necessarily being responsible for comesponding investment.Poge_- _ Prguingi Oreinance No. 7: [) PPPP Projects musi give consideration for empo 5 ai strategy for ecenomic growth and sustainal verment of Filipino cifizens ity ond must thus provide for the participation of local investors to the furthest extent practicable te given the nature of the project, The PGOrM shall also ensure: the hiring and 2 employment of local labor in the PPPP venture. =] {k) Procurement of FRPP Projects must be competitive and must be \| 3 undertaken through open competitive bidding, Competition must be ALE legiimate. fair ond hones! ih the field of government centracl low, competition requires, nol only bidding upon a common standord, o common basis, upon the same thing, the same subject matter, the same 3 3 undertaking, Sut also thal i! be legifimate, fair ond honest; and not 2 designed to injure or defroud the government. Where competitive bidding | | @ cannot be applied, a competitive process ensuring both iransparency ond, a economically efficient outcome must be employed, nN = 3 \\ 3 (i) The regulation of the PPPP shall be pursuan! to the PPPP contract ai exercised by the appropriate reguistary authority, & duly executed ar legal PPPP Contract shall be respected and nol impaired, and shall binding on the successor administration pusvant to the provision on _— Corporate succession. Procedures. activities and stops duly undertaken by | f\\ a = the Provincial Govemor, PEPP-SC. Sangguniang Poniclawigan, pursuant to ~)'l\ {his Code, shall be confinved by the successor Aciministralion. Any amenciment or revision te Ihis Code by the next Administration shall not in any way prejudice vested and contracival rights of the PGOrm end the PSPs as to the substance of agreements signed. cerlfications ‘sued. resolutions issued and procedures undertaken. (m) To provide efficient public service, the PGOrmM mus! ensure. through sliengen peffermance management and guidance, proper implementation of PPP contracts that will result in value for money, ertime delivery of quality services fo the public, achievement of government! palicy goals, all within sustainable ond integrated developme! (n) The PPPP shall be undertaken wilh due regard to GAD concers, the PWDs. and the IPs. SECTION 6. Definition of Terms. — As used in this Code, Ihe following terms shall mean: {a} Buitd-Operate-Tronster Law Scheme - Under Republic Act No. 6957 as amended by RA No. 7718 (BOT Low), the following are the 8OT Law variants: ‘at {) Bull-and-Tremsfer (8T) - A contractual rangement whereby thi { Private Sector Propenent (PSP) undertakes the financing and conslruclion of a given infrastruciure or development facility, and afle: its completion, iums if aver to the PGOrM, which shall pay the PSP, on on agreed schedule. its total investment expended on the project, plus c Reasonable Rate of Retumn thereon. (il) Build-Lecse-aneHTranster (BLT) - A contractual arrangement whereby a» PSP is authorized to finance and/constuct an ginirastructure Sy Lf te ona ref andl Od. BOLCA, MPR, Pu, * Jeu J8Prowincia! Oreinance Nie. 722017 (ii (iv ™ wi) (vii) developmen! factity and upon ils completion, tus it aver to the PGOrM on @ lease arangement for a fixed period, after which ownership of Ihe facilly is automatically fransfemed to the PGOM. Build-Operalé-and-Transfer (BOT) - A contractual aiengement whereby the PSP undertakes the construction, including financing, of a given infrastructure facility, and the operation and maintenance thereof. The PSP operates the facility over a fixed term, during which it is alowed to charge facility users appropriote tolls, fees, renlals, ond charges not exceeding those propaséd in its tid, or as negolialed and incorporated in Ihe contraci, to enable the PSP to recover its investment, and iis operating and mainlenance expenses in the project. The PSF transfers the facility fo he PGOrM at the end of the fixed term which shall not exceed fifty (50) years. This build, operate and jranster contractual amangement shell include a supply-and operate scheme, which is a contractual arangement whereby the| supplier of equipment and machinery for ¢ given infrastructure fa if the interest of the Province so requires, operates the facility providing, in the process, technology transfer and iraining to Filipin national. Builc-Own-and-Operole (BOO) - A contractual arrangement whereby @ PSP is authorized fo finance, construct, awn, operate and maintain an infrastructure of development facility from which the PSP is allowed to recover its fotal investment, eperating and maintenance coils plus a reasonable reluin thereon by collecting toll, tees, rentals or charges fram facility users. Under this project, Ihe proponent whe ow the assets of the facility may assign its operation and) maintenance to a facility operator. The divesiiture or disposition of ihe asset or facility shall be subject to relevant rules of the Commission on Audit [COA). PAPEETE. LUNA ual AAU! Bulld-Transferand-Operale [8TO) - A contractual arrangement whereby the PGOnM contracts aut the constuction of an infrasiructure facility 10 @ PSP such that the contractor builds the facility on ¢ tumkey basis, assuming cost overs, delays, and specified performance risks. Gnee the facility is commissioned satisfactorily, title is transterred lo the } PGOrM, The PSP. however, operates the facily on behalf of the PGOrM under an agreemeni. \ My labs: Contract-Add-and-Operate (CAO} - A contractual atrangement whereby the PSP adds lo an existing infrastructure facility which it is renting from the PGOMM and operates the exoanded projec! over gf agreed franchise period. There may or may not be a transfer arrangement wiih regard to the added facility provided by the PSP, Develop-Qperate-and-Transfer [DOT] - A contractual arrangement whereby favorable conditions extemal ta a new infrastructure project to be buill by o PSP are integrated into the arangement by giving thal entity the ight fo develop adjoining property, and thus, enjoy so the benefits the investment creates, such as higher property of values.) Greinance no. 72-2017 vii) Rehabilitate-Operate-and-transfer (ROT) - 4 cantractval arrangement whereby an existing facility is turned over to the PSP to f operate ond moiniain for @ franchise petiod. at the expiry of whi legal litle to the facility is tumed over fo Ihe PGOnM (ix) Rehobbiitate-Own-ond-Operate (ROO) - A conirociual arrangement whereby an existing facility is tumed over fo the PSP to refurbish and operale, with no time limitation imposed on ownership. As long as the operaior is not in violation of its franchise, it can continue lo operate the fecilly in perpetu A TALENS (o] Competitive Chollenge or Swiss Challenge - An altemalive selection process wherein thitd parties or challengers shall 5e invited te submi Comparative proposals to an unsolicited proposal. Accordingly, the PS who submitied the unsolicited proposal, or the original proponent, { a, wa ARLEN accorded the fight to match any superior offers given by a camera ve \ 5 PSP { \ (c} Competitive Negotiations - Refers io a process where the PGOpA |} & negotiates with eligible and qualified PSPs and cwards the project te that | }\E PSP which offers the best combination of quality and price. cv) Wok \ é [d) Competitive Seleclion oF Bidcling or Qpen Competition - Refers te a method 3 of selection or procurement inifiated and solicited by the PGOM, based on = © transparent crileria, which is open to parlicipation by any intexested = party. z {e) Concession - A contractual amangement whereby the financing and / consituction of o new facility andy or rehabilitation of an existing facility is). undertaken by the PSP ofier tumover thereof to if. and includes the” ‘operation, maintenonce, management and improvement, if any, af the facility for a fixed term during which the PSP generally provides service directly to facility users and is allowed to charge and collect the approved tolls. fees, tariffs, rentals or charges trom them, The PGOrM may receive a ncession oF franchise fee during the tern of Ihe Contact and# or other consideration for the transfer, operation or use of any facility. There may be a transfer of ownership of the asset or facility after the concession period has ended subject to rules of the COA. [f) Comporaiization - Refers lo transfermation of a wholly- or majorily-owned subsidiary of or quasi-municipal corporation established by the PGOFM into one that has the struciure and attidutes of a private corporation, such as 4. beard of directors, officers, and shareholders, and having it registered wifh Ihe Securities and Exchange Commissien as a steck corporation. The process involves the establishment of a distinc! legal identity for the Compony under which the PGOrM's role is clearly identified as owner segregation of the company's assets. finances, and operations from other provincial operations; and development of a commercial orientation ond menagefial independence while remaining occountable jo the government or electorate. {g} Cos Sharing — This shall refer to the PGOrM portion of capital exper associated with the estatlisnment of a1Poge Prowinevial Gucaneines No, 72-2017 such as the provision of access infrastructure, right-oF-way. and any partial financing of the project. (h) Credit Enhancement - This shall refer to direct and indirect support lo a development facilily by the PSP and/or PGOrM, the previsien of which is contingent upon Ihe occurence of cerlain events and/or risks, as stipulated in the PRP contract. Credit enhancemenis are allocated fo the party that is best able to manage and assume the consequences of ihe risk involved. Credit enhancements may include but are not limited io goverment guarantees on the pertormance or ihe obligation of the PGOrM under jis contract with the PSP. subject to existing laws on indirect guarantees. indirect Gucronlees shall refer ta an agreement whereby Ihe PGOIM assumes full or parilal responsibility for or assists in maintaining Ihe financial standing of the PSP ¢r project company in order thet the PSP/project company avoids defaulting on the project loans, subject | fulfilment of the PSP/project company of its undertakings and obligations |\| under the PPP contact. \ {J Developmental Projects - Provincial Projects nommolly financed ani ¥ operated by the PGOM, but which wil now be wholly or party financed, consiructed and/or operated by the PSP: projecls that will advance and \_ & promote the general welfare and pubic good: projects and activities that A. will Be responsive to the needs of the communities; projects thal will raise | revenues for the PGOmM; projects in furtherance of devoiution, de- concentration and decentralization; and other infrasituciure, sociqhelated nd developmental projects as may be authorized by the FGOm. fi) Direct Provincial Equity - Refers fo the subscription by the PGOrM of share ‘of slock or other securities convertible to shares of stock of the specicil_- purpose vehicle or single purpose project company, whether such subscription willbe paid by money or assets. fi ual | {k} Direct Provincial Guarantee - Refers to an agreement whereby the PCO — quaranlees to assume responsibilly for the repayment of debt directly incumed by the PSP in implementing the project in cose of a loan default Pe {I} Direct Provincial Subsidy - Refers lo an agreement whereby the PGOM shall: {i) defray. py or shoulder 6 portion of the PPP project cost or the expenses and costs in operating and maintaining the project: [i] condone of postpone any payments due from Ihe PSP: {ii} conlribute any properly oF assels to the project, (iv) waive or grant special rates on real property laxes on [he project during the term af Ihe cantractual arrangement; and/ or (v) waive charges or fees relative fo the business permits or licenses that are lo.~ be obicined for the construction of the project, all without receiving \ payment er value from the PSP or operalor for such payment, contribution ‘or support. ( ies FLO8 D. ATIENL AGO — (m}_ Divestment or Disposition - Refers to the manner ar scheme of taking away, | depriving, withdrawing of file to a property owned by the PGOrM ea vesting ownership thereof to a PSP. SN (7 WA ho SN {n] Feasibtity Study (FS) - A full blown study, prepared by Ihe PGOrM ina competitive selection or a PSP when submitfing anIo Pipeincien Gratnance No, 72-2017 (o} {p) fal (5) containing or indicating a needs analysis, affordability assessment, value for money assessment, preliminary risk assessment, stakeholder assessrneni, human resource assessment, bankability ossessment, legal viability assessment, PPPP mode selection, market testing it relevant, indicative transaction implementation plan, and daft PPPP contract. The study may be supported by the results of the appropriate “wilingness-and-ability-to- pay" survey. MARCOS Franchise - Refers to the right or privilege affected with public interes! which is contered upon a PSP, Under such terms and conditions as the PGOm may impose. in the inleres| of public welfare, security and safety. Gratuitous Donation - A denotion made by © PSP lo PGOmM whose cause is pure liberality on the parl of the former and does not require from the latter | any additional action ather than utilzing the thing donated for she purposd \| agreed upon. or impose any obligation, burden, charge or future services, Mf benefits, ar concessions, or other form af grant. in order to be valid | Joint Venture: (JV) - A contractual arrangement whereby a PSP or 4 group) of PSPs on one hand, and thé PGOrM on the other hend, contribute | money/capital, services, assets [including equipment, !and, intellectual Ne | VA properly or anything of value]. or a combination oF any or all of the foregoing, The PGOrM shall be @ minority equily or shareholder while the [3 PSP shall be majority equity or shareholder. Each party shall be enlitled to dividends. Income and revenues and will bear Ine coresponding, losses and obligations in proportion to its share. Parties to a JV share risks 10 undertake an investment activity in order to cocomplish @ specific, limhsd_- of special gocl or purpose with ihe end view of facilitating private seclor Ne initiative in @ pariiculor indusiy er sector, and eventually transfering |, ES owhership of the investment aclivity to the PSF under competitive markel “2 conditions. It involves a cemmurity or pooling of interests in the = 5 Performance: of the service, function, business or activity, with each party having a right to direct and govem the policy in connection therewilh, and with @ view of sharing both profits and losses, subjec! lo agreement by the parties, WARTIN, BUENA z 3 Lease or Affermage - A contractual amangement providing fer operation, maintenance, and management services by the PSP, including warking copilal andyor improvements to an _— existing infrastructure or development facility leased by the PSP from the PGOrM for a fixed ler. Under a lease, the PSP retains revenue collected from customers and makes 0 specified lease payment to ihe PGOm. Under an atermage, the parlies share revenue from customers wherein the PSP pays the Sontracing authority an affermage fee, which varies according to demand an customer tariffs, and retains the remaining revenue. The PGO:M. may provide a purchase gption at the end of the lease period subject to rules of the COA 3 competiive selection process, under Slage 2 of the comp challenge process, of when there is a prier completed competitive process. 10.4 DOLER. MER PAD.Pos Provincial Grcinance No. 72-2012 (i) Monagement Contract - A contractual arrangement involving the management or provision by the PSP of operation and maintenance or related services te cn existing infrastructure or development facility owned or operated by the FGOm. The PSP may be compensated by the PGOrM using the funds of the laller or the PSP may collect tolls/ fees/ rentals and charges which shall be tumed aver fo Ihe PGOmM and shall be compensated in the form of a fixed fee, a share in the revenues and/ or performance-based management or service fee during the contract term. EOS ra FRANCS [u] Negotiated Projects - Refer to instances where the desired project b the result of an unsolicited proposal from o PSP er, where the PGOrM has failed ens many lo identify an eligible PSP for a desired PPPP activity when there is only one z qualified bidder cHer subjecling the same to a competitive selection or z bidding 5 me (Vv) New Technology - Refers to having ot least one of the following attributes: | i i. A recognized process, design, methodology or engineering concer which has demonstrated its ability to significantly reduck implementation of constuction costs, aocelerale project execution, improve safety, enhance project performance, extend economic life) reduce casts of facility maintenance and operations, or reduce negative environmental impact! or secial/ economic disturbances or disruptions during either the project implementation/ cansimuction phese or Ihe operation phase; or ii. A process for which the project proponent or any member of proponent joint venture/consertium possesses exclusive dghts, either world-wide or regionally; or \ RTOIC, LAN, 8 a" at ae ji. A design, methodology or engineering concept for which Ihe proponent or a member of the proponent cansorlium or association (possesses intellectual property rights, {vw} Onerous Donation = A donation made by a PSP to the PGOrM which subjecis the latier to obligations, burdens. charges of future services, benefits, or concessions, or other form of grant. equal or greater in value than that of Ihe thing donated by the donor-PsP. x) Private Sector Proponent (PSP} - Refers te the private sector entity which shall have controctual responsibility for the project and which shall have an adequale lick record in the concemed industry, a8 well os technical capability and financial base consising of equity and fim commitments. from reputable financial institutions, lo provide, upon award, sutficier(t credit lines to cover thé total estimated cos! of the project to implement the said ly) Public-Private Partnerships for the People (PPPP) — A PPPP is a legally enforceable contrac! where each party assumes specified functions. b certain risks. provides contribution or renders some abligalion, on: benefits and revenues [rom the PPPP arrangement. Specifically, it is a form of legally enforceable contract between the PGOrM anda PSP, and in cerain cases, with Ihe requiring few invesimenis from the PSP aiPage A Provincial Grelnance Nia. 722017 jransferring key risks to the PSP in which payments are made in exchonge for performance, for the pumose of delivering a service provided or intended to. be prowided by the PGOrM. PPPP shall aiso include dispositiens of an asset, facility, project owned, or enlily created by the PGOIM to a PSP; precurement of a servic donations to the PGOm: incorporation of a subsidiary with PSP equity; assumption by a PSP of a proprietary function of the PGOrM:; gran! of a Cancession or franchise to a PSP by the PGOrM; or usage by the PSP of public property owned of possessed by the PGOm. taARCOS (2) PPPP Contract - Whenever appropriate, the PPPP Contract shall contain the Preambulatory Clauses or Whereas Clauses, Party Clause. Rules of interpretation, Nature of the PPPP. Term of the Project, Contract Objective, Performance Bonds, Key Performance Indicator. Risk Allocation, Rights, Payment to PSE or PSP, Tariff Scheme, Subsidy or Support Mechanism. insurance Requirements, Dolay Provisions, Farce Majeure, Cover neneN Action, Government and Public Sector Enfity (PSE] Warranlies, PSP Warranties. Change in the Law, Regulatory Regime, Variations, termination, Indemnification, Intellectual Property, Claims, Financial Security, Dispute. Resolution, Step-in Righls, Changes in the Composition af the PSP/ Service Provider, Parinership Management. Compliance with all Laws, Personnel) Conditions Precedent, among others. MAE A JENAVENTURE [oa) Reasonable Rate of Relurn |RROR) - Refers fo the rate of return that a PSP shall be entitled to, as determined by the PPP Regulatory Authority taking into account, among others, the prevailing cost of capital (equity borrowings) in the domestic and intemational markets. risks being 058 by the PSP and ihe level of PGOrmM underlakings and contibul extended for the project. (bb} Rehabiliate-Lease-and-Tansfer (RUT) - A contractual arrangement whereby “ =) an existing facility is turned over to the PSP to refurbish and operale, and upon ils completion, tums it over te the PGOrM on a lease amangement for a fixed period, atfer which ownership of the fociity is aulomatically transfered to the provincial government. {ce} Rehabililoie-andtransfer [RT] - A contractual anangement whereby an z EN existing facility is turned over to he PSP to refurbish and operate, and after J a its completion, tums it ever to the FGOrkM, which shall pay fhe PSP, en an agreed schedule, its total investment expended on the project, plus a = reasonable rate of retum theron, {dd} Rehabilitate-Transter-and-Operate [RTO) A contractual arrangement whereby an existing facility is fumed over lo the PSP to refurbish and operate. Once the facility is commissioned satisfactory. litle is jronsferred lo Ihe PGOIM. The PSP, however, operates the faciity on behall of the PGOrM under an agreement [ee] Service Contract - A contractual arrangement whereby the PSP shel provide a parlicular serice to the PGOrM involving the provincial government's proprietary authority or to entities or corporation crea jhe provincial goverment. The PSP shall be entitied 1o be paid a f unit of work done during the ierm of the contract of compensated by the PGOrm using the funds of the latleryor the PSP may collect tollst fouslce |Boge Frais (ag) (hh) fi i) (kk) SECTION 7. Rules of Interpretation. — This Code and the provisions hereof shell liberally interpreted to accomplish the policy and objectives set forth in Section 2. dand 5 hereof. SECTION 8. Authorities. ~ (a) This Code is constitutional and slalutory authorities enumerated under Section 4 hereof: and when not inconsistent with ihe relevant laws aforementioned, shall govern thi adaption and implementation of the PPP Medaiities. (b} rathance No. 72-2 rentals and charges which shall be tumed over to the PGOrM and shall be compensated in the form of o share in the revenues, Subsidiary with PSP Equity - A corporation or quas-municipal corporation incorporated by the PGOrM and registered o3 a stock cororalion under the Corporation Cede where majority of the shores are held by provincial government and where a PSP is a oF PSPs ere minority shareholder(s} which Gequire their shares thraugh an initial public affering or other competitive means. Unsolicited Proposal - Refers fo project proposals submitted by a PSP fo the PGOM to undertake Developmental Frojacis without a formal solicitation issued by the provincial government whereby the negatiated terms shall be , subjected to comparative proposals. \ | Value for Money (VIM) - Refers fo the concep! that over the whole-life of \| | praject finance-PPP project. govemment's jofal expenditures [ie.. its payments fo the PSP), adjusted far the risks thal have been transfemed tol the PSP, will be less, on a Net Present Value (NPY) basis, than if the \ government will perform ihe services itself. VIM considers monetary and \ non-monetary factors such as: [i} rk transfer; (i reduced whole life costs: \J | {ill speed of implementation; and fle] quality and refichillty of service. anne aBLENE ne TALENS Viability Gap Funding (YGF) - Refers to an explicit subsidy that is performance-driven |ie.. based on private party achieving measurable ovlputs) and targeted to socio-econamically disadvantaged u: groups Of users; ar any financial support in the form of grants or assist one time or deferred, te infrasiucture projects underlaken through PPP with 0 view to make them commercially viable. 2 MART 5, BUENA Government-to-government joint PPPP undertakings - means such mulucl agreement entered into by the PGOrM with other local governments, national govemment agencies, government-owned and -controlled corporations, government! insirumentalities cnd govemment corporate enfilies, for the implementation of PPPP projects that wit benefit the province and its communily even if the project site is outside the province's tenitory. Third ranking officer of the PGOIM — as used in this Code, a third ranking officer of the PGOIM shall refer 10 @ Division Chief, or Assistant Depariment Head, or Department Head, ing adopted pursuant to the PGOMM's In pursuing BOT Law variants. the PGOrM shall comply wilh BOT Law an¢ Implementing Rules and Regulations. ak fat aRPoge ft Provincia Granance No. 72-2017 {c] In entering into Management and Service Contracts where provincial tunds aré used, ihe PGOrkt shall comply with Republic Act ?184 or tne Goverment Procurement Reform acl [GPRA] and its Implementing Rules and Regulations. For Dispositions, COA Circular No. 89-296 January 27, 1989} shall govern. fe) For Corporalization, the incorporation of the corporation must be done in accordance wilh the Corporation Code of the Philippines, {f) For Local Concessions, Leases and Affermage, Rehabilitate-and-transter, Rehabiltale-Lease-and-Tronsier, and Rehablitate-Transfer-and-Operate, | Managemen! and Sewice Contracts where PGOrM funds are not Used to 7), procure the services of the PSP, and donations, the provincial ordinances o* | policies will be Ihe governing instrument. { finctadeay Mane a {g) For Joint Ventures, Section 35 of the 1991 LGC and Article 62 of mal Implementing Rules and Regulations ef the 1991 LGC shall be gavaming | len, and Law on Perinerships of ihe Civil Code of the Philippines shall apply | suppletorily. aN [h} For Leases and Affermage, ond Donations, the Law on Leases of the Civil Code of Philopines may be referred fo. ‘Chapter Il, PPPP Projects and PPPP Modalities SECTION 9. PPPP Projects.— (a) The PGOrm, through the appropriate and vioble PPPP mode. may — undertake Developmental Projects, including, but not limited to, energy ond power, renewable energy. waste-lo-energy, roads, bridges. causeways. waterways. highways, porls, wharts, terminals, airports, Community cirports, canals, dams. desiling, dredging, hydropower projects, water supply and disifaution. sewerage. imgation, drainage. water UA conservation such as impoundment areas and rainwater harvesting. telecommunications, railrasd and railways, short haul transit services such a5 monorail, guided bus, bUS services and Irams, intermodal and mul modal iransit systems, transport systems, traffic control and manageme: parking facilities, reclamation projects, platform settements, industrial estates or townships, central business and indusirial park development, holels and resorts, socicized housing, non-conventional low-cost housin settiement/ resettlement and relocation facilties, residential subdivisiors, parks and open space development/ redevelopment, pocket parks, publig, al, libraes, heritage conservation. government! buildings, sustaingble/! green public buildings, sporis lacilties, wellness establishments, tourism such @co-loursm, wellness tourism and agri/agro-iourism, public markets. commercial buildings, slaughterhouses. storage buildings, warehous: cold storage, solid wasie management, sanitary landfils, meetin convention centers. information technology nelworks and dalab infrasiuicture, educ social Tanious tolotede prisons, agrics A. DOLOR, HA, FD anage IS Povneis Giinance Ne environmental management and protection, climate change adopt disaster risk reduction, ameng other developmental projects. (5) The determination of the appropriateness and viability of the FRPP mode shall be specified, expicined and justified in the feasibility study, weighing all the relevant value drivers and reasons for pursuing a PPPP project SECTION 10. List of Priority Projects, — Tne FGCri shall identify specific priority developmental projects that may be undertaken under any of the PRPP Madoalifies defined under Sec. || hereof. 3 SECTION 11. PPPP Modalities. - in undertoking a specific PPPP Project. the PGOrM, 2: May adept and pursue any of the following FPFP Modalifies and provide for | z olher modalifies nat inconsisien| with kaw; | 28 (a) Buiid-and-Transter {BI}; (hb) Buld-Lease-and-Transter (BLT); (e] 8uld-Operate-and-transfer (207); [d) Build-Own-and-Operats (BOO); fe] Build-Transferand-perate (810); {f) Controct-Add-and-Operate (CAO): [g) Develop-Operate-anctransfer DOT}: {h] Rehabilliete-Operate-and-Transter (ROT); fi) Rehabiltate-Own-and-Operate [ROC]; i) Rehobifiato-Lease-and-Transfer (RUT); Ik) Rehabiltiate-and-Transfer [RT]: {l), Rehabiiiate-Transfer-and-Operate (RTO): Im} Concession Amangement; In) Joint Venture (a¥) (o] Lease or Affermage: {p} Management Contract using PGOrM Funds: AVENTURA sare Bu (g) Management Contract without using PGOrM Funds; = 5 {1 Service Contract using PGOIM Funds; as |g] Service Contract without using PGOrM Funds; — 4) Divestment or Disposition; fo (u) Corporatization: Av 3 {v| Incorporation of c Subsidiary with PSP equity: ye [w/) Gnerous Donations: fx) Gralvilous Donations; anc ly] Any olher modality akin t any of the above or features thereof which falls under the altemative detinifion of a PPP under Section 5 [u) hereof. 2 Paragraphs {a} lo (i) shall be governed by the BOT Law and its Implementing é Rules and Regulations while paragraphs {i {0 [y) shall be govemed by thisCodes \ |S \ Whe 2 SECTION 12. General Requirements. — These are the general requirements for the = | PGOrM in entering into PPPS: ja) Undertaking a PRPP for a Development Project must be premised on anya all of the reasons and drivers mentioned in Section 5 herecf. [6] The list of projects to be implemented by the PGOrm under any of the BO law variants shell be submitied fgr confirmation to the rromnenta | § ae "yPos Prouireial Grfinanice No, 72-70 fe) th) i Development Council [PDC] for projects costing above Twenty Million up to: Fifty Milian Pesos; above Fifty Millon up to Two Hundred Million Pesos to the Regional Development Council and these above Two Hundred Million Pesos fo the Investment Coordinalien Committee of the National Ecanomic and Development Authority (NEDA). Projects included in the List of Priority Projects shall not be eligible for unsolicited proposals under any of ihe BOT Law variants, unless involving a new concept or technology: provided, thot for any of Ihe other PRPF Modaillies, unsoliciied proposals may be accepted even If the project is included in the List of Priority Projects or whether the same features a new £56 concep! of technology arnet. z z The prohibition for extending Direct Provincial Guarantee, Direct Pravinci é Subsidy and Direct Provincial Equily only applies to unsolicited proposals for | \ ars BOT Law variants under the BOT Law. 3 For BOT Law variants that will be subjecied to bidding, Concession Arrangements, Leases or Atfermage, Management and Service Contracts, ‘and Joint Venlures, the PGOrM may provide Direct Provincial Guarantee, Direct Previncial Subsidy. Direct Provincial Equity. or Viabilly Gap Funding: provided, thal he provincial governmenl con use a portion of its general fund, ifs development fund comprising 20% of ifs annuat share in the intemal Revenue Allotrnent, and/ or its eauilable share in the proceeds of the uillzotion and development of the national wealth found wilhin its tenitory for this purpose; provided further, thal any amount used for subsidy or equity for a FPPP project shall be deemed far development purposes for the direc! benefits of the inhabitants pursuant to Sections 287 and 274 the LGC of 1991, respectively. Suna aT 5 BEN For all PPPP Medolities. the PGOrM may provide Credit Enhancements and Cost-Sharing schemes. wang a usnauyd Official Development Assisiance [ODA] as defined in R.A. 8182, otherwise known as the ODA Act of 1994, as amended by R.A, 8585, may be availed of for PPPP projects where there is difficulty in sourcing funds; provided, that ODA financing shall not exceed 50% of the project cost. with the balance to be provided by Ihe PSP. " : rune Hi ] Each PPPP Modality adopted far a specific PPPP project mus! specifically provide and adopt a tarif-mechanism such os but nat limited 19 cash needs. price cop, revenue cap, rate of rélum, hybrid of the foregoing. or any other appropticle scheme. e A LORD. aften For negotiated contracls for BOT Low variants for public utillly projects hare monopolies, the rile of retum on tale bese shall be determined by existing lows, which in no case shall exceed Iwelve per centum [12%]. In cose of @ project requiring a franchise or license to operate. the wi PSP shall auicmatically be granted by the PGOrm the franchise or license permit fo operate and mainlain the facility, including the collection of folls. fess, rentals, ond other charges in accordance with the schedul stipulated in the approved PPPP conjfact In case a J¥ CompTormed, the franctise. concession or license shall be aulomatically granted fo the JV Company. Upon the signing of the JV Agreement by the Governor pursuant io the aulharly given by the Songguniang Paniciawigan, the franchise, concession or license is deemed awarded ta jhe Winning PSP. in case of @ contractual Jv, or the JV company. The original franchise period as slioulaled in the contract agreement may be exlended, os may be autho:zed by the PGOrM, provided that the total franchise period shall not exceed fifty (50} years. [kl The PGOnM4 shall have the option to form oF allow the formalion af a spe purbese vehicle or single-purpose project company to implement the PrPF project as may be appropriate under the chosen PPPP Madiality. We TALES () In participating in PPPPs, the PGOnv may, subject fo Sections 14, 17.18. 1% ) and 20 of ihe LGC of 1991, exercise police power, perlorn devolgal powers, pawer to apply and generale resources, and power of emineint |] domain. ne PaRLEN: {m} The PGOrM shall presciibe and impose Procurement Ethics to be followek by the provincial government and all bidders based on the principles ot, | honesty, integrity, probity, diligence, faimess, trust, respect and consistency \ forall PSPS and bidders. i ¥ NAYENTURA {In} Procurement made by the PGOrM using public funds shall be subject to the GPRA and its Revised Implementing Rules and Regulations. Precursment made by Ihe PSP using private funds shall not be covered by said statutes nares. fo] The revenves, funds, expencitures and contributions ot the PGOrM shall be subject fo the audit examination by the COA. Revenues, funds, expenditures and contributions of the PS? shall be subject to audil by a private auditing firm. ip) Any subsidy, guarentee. equity or contingent liability assumed or given by the PGOmM must be reflected, disclosed and recognized in the annual — ye appropriations of the provincial government. SECTION 13. Government-te-Gevernment Joint PPFP Undertakings. - The PGOr by mutual agreement in @ Governmant-to-Gavernment arrangement with other local governments, nalional goverment agencies, gavemment-owned and controled corporations, government inskumentalities and govemment corparate entities, may implement PPFP Projecis for projects localed within the province's temitory or those projects that will benefit the province and it community even if the project site is qutside the province's tenitory; provide that the collaborating or parlner goverment entity jointly undertakes with the PGOIM the selection of the PSP using Ihe appropriate PPP Medal. \ SECTION 14, Joini Venture (JV). in @ Joint Venture, the co-venturers or patties 1 a JV shall contibute money, capital, services, personnel, assets including equipment. land. intellectual properly of anything of valve, ora combinafior at any of all of the foregoing fo the JV omangement. The contribution o PGOM shell be sudject fo third porly independent valualion, Further: TOA BOLO Re, PADsage 16 Prova {a} {b) fe) fel to ta) th} a No. 22.2917 The PGOMM may allocate a portion of its Internal Revenue Allotment. real properly lax, development fund, regular funds, proceeds from the ulfization and development of its ni nal weallh, Soecial Education Fund when the JV project is education-related, Calamity Fund when the JV project is cclamily- of reconstruction related, and special funds, if appropriate. as its contibulion er share in the IV activily, These may be the actual or current funds, o future or monetized value of these funds of the provincial government The PGOmM may contract a loan, avail of Official Development Assistance. SECUre Grants, issue bonds, debentures, securities, collaterals, and notes the proceeds of which can be carmarked for the JV activity. ‘On the part of the PGOr, in adcition fo the foregaing contributions, it may extend goodwill [ree cory, grant a franchise, concession, usufruct, righ way, eauily, subsidy or guarantee, provide cosi-sharing and cre enhancement mechanisms, exercise police power. give tax incentives fax holidays, perform develved powers, and power of eminent domain. lor \ \ The PGOrM shall be a minoiify equity or shareholder while: tne PSP shall be majority equity or shareholder, except in the case where fitly percent (50%), ‘of ihe outstanding capital stock or caniribution is owned or made by fhe \ provincial government. A reasanable percentage of the equity to be provided by the PSP should come fram its own resources and nol borrowed of the PGOrM may be obtained, based on the IVA, prior to any dives! of any asset or facility, dissolution, iranster or sale of share or eauily on the part of the PSP, purchases or transactions beyond prescribed threshalds. or other activities which may affect the rights and stake in the Project of the ax PGOM, Notwitnstanding having only a mincdty share or equity. the written consent nt ‘Any cost avoidance or substantial savings that will be made by the PGOrM becouse of and directly attributable to the JV activity may be factored in the computation of the respective shares of the provincial government and the PSP. / For the utifzation and development of natural resources located within its jufisdiction, the PGOrM shall be entitled to an equitable share which may , ceme in the form of a portion of the benefits, revenues and profits thereof. £ The shor of each JV party shall be 03 fixed) or determinable. percentages or values either based on an overall or acrossthe boafd assignment of contributions, revenues. profits, losses, risks and functions: or on specific assignment of coniriputions and functions fo each JV partly, provided thal, the agreed percentage shore is maintained and Ih joint govemance is ensured where the PGOrM shall have representation the governing structure based on in proportionate share at the minimum. RD. TIN # i Subject to the tems of the compelilive selection process and agreement the parties, the PGOM may be eniilied to a share greater than iis coniribulion or equity,Each perly shall be eniiled fo dividends, profits, income and revenues and will Sear ihe corresponding sks, losses and obligations in proportion to its share, either based on gross or nel revenues or income, unless thé g parties agree thal the PGOrm will have a greater share in the dividends. profits, income and revenues and/ or beor lower rik and percentage less >a than what il contributes to the JV arrangement, Py & (k) Fer as long as he PGOrM is involved in the J¥ undertaking, the PSP shail not “= selltransfer its inierest in the JV Company without the express written ‘ consent of the provincial government, 2 (I The share cr equily of the PGOrM in the JV arrangement may be advanced, in full or in part, by the PSP where the PSP shall be paid from the future revenues due the provincial government either by set-off ar actucy payment. ry [m) The JV activity may, subject to the tems of the competitive seloctipn | process, include the divestment, disposition or Wanster of ownership of the IV activity, equity, asset or project fo the PSP or JV pariner. The divestment“ 2 ‘or dspostion may take place ot the end of {he JV period or before the tarm ends. ‘Chapter Ill. PPPP Procedures and PPPP Contract SECTION 15. PPPP Procedures. - The folowing procedures shall apply: fo} For BOT Law variants, he PGOMmM must comply with the procedure sel fer in the BOT Law and is Implementing Rules and Regulations. Ip) For Management and Service Contracts where the provincial funds will be used. the PGOrM shall camply with Republic Aci No. 9184 or the Govemment Procurernent Reform Act and ils Implementing Rules and Regulations. For Concessions, Leases or Affermage, and Management and Service Contracts where public funds are not used to procure the services of the PSP, competitive selection, limited negotiations, competitive negolialions or competitive challenge os defined herain may be ullized ta select the PSP. (gd) For onereus donations, competitive negotiations or competitive challenge: a3 defined herein may be ullized to select the PSP, For gratuitous donations, the competitive processes mentioned herein need not be followed. However, the deed of donalien must be made known fo the public. 0 Lore fe). For Joint Ventures, Rehabilitcte-Tansfer, Rehablifate-Lease-and-iranster | and Rehobiligte-Transfer-and-Operate, competilive selection, limited negolialions or competitive challenge os defined herein may be utilized fo’ select the PSPJ JV partner. RAMIL &. DIVAPIOSTrenance No. #22017 (Q] For the incorporation of a subsidiary with equity from the PSP, the Corporation Code shail be followed. (h) Fer the Divestiture of a subsidiary or corporation incarporaied by the PGOrM under Corporofizetion, the sole may be pursued via a public offering or through a public auction or ather relevant schemes under COA Circular No. 89-294 [January 27. 1989) fi} If the provincial government opts fo select a PSP using Competitive Selection, the PGOrM, in the Competitive Selection and Compelitive Negotiations, and the PSP, in the Competitive Challenge approach, musi prepare and submit c Feasibility Study. The costs of preparing the Feasibility Siudy may be reimbursed by the winning PSP ts the provincial government under the Compelilive Selection Made. Ens aL reat fst 1 (All racammendations of the PPPP Selection Commitee shall be submitted! to the Provincial Govemor for consideration and approval. | (k) All PPP contracts mus! be signed by the Provincial Governar with prick” guthorizatien by the Sanggunion Panialewigan through a resolution. Thel ferms and provisions of Ihe PPPP contract mus! be approved or confimed | by the Sanggunian Panlalawigan thraugh an ordinance. | (I) During the consideration of the draft PPPP Contract by the Sanggunion Paniaiewigan, a public consultation’ hearing shall be condycled 1g the PPPE Project, PPFP Contract, accountability mechamtans explaini bull into the PPP amangement, the benefits and cosls of the PPFF Project»: ‘emong other relevant matters. | a BIN 5, BUENAVENTURA sunyagAS 6. wna * [m] alter the signing of the FPP? Contract by tne Provincial Governer, the PPPP- $C shall issue the Notice of Award fo the PSP. Afler the required condition precedents are complied with by the winning PSP, the Provincial Governor, — upon the recommendation of the PPPP-SC, shall issue the Nolice fo Proceed. furae is ty (n) While the PPFP Coniract is alveady valid. perfecled and enforceable, jt may be submitied for judicial, executive or administrative confirmation fram, the courls or appropriate government institutions. fo) For public vilifies and other ecehomic enterprises, ihe Monual en the selling-Up ond Operation of Local Economic Enterprises shall be used os auide/reference. fe SECTION 16. PPPP Selection Committee. — {a} There is hereby created a PPPP Seleclion Committes (PPPP-SC] for purposes of selecting o PSP for a specific PPFF Projec!. The PPP-SC, te be constituted and | sonvened by the Frevincigl Governor, shall be composed of the following: Chairperson - At least a thir ranking officer of the PGOrM selected by the Governor from among the members of the PPer. except the Provincial Legal Officer; (i) Secretary - Provincial Legal Officer; Spy Roee 2h vance! rainance Ne, 72-2007 The Provincial Treasurer, The Provincial Planning and Development Coordinator: The Provincial Budige! Officer: One {1} representative irom and selected by the Sanggunion © Paniclawigan designated in an appropriate resolution: and = {val Iwo (2) representatives from and chosen by the accredited CSOs. POs and NGOs who are members of the Provincial Development \ | ¢ Council. = (vill) One (1) third ranking officer of the PGOrM. _ ‘A quorum of the PPPP-SC shall be composed of a simple majority of |! = all voting members, The Chairperson shall vote only in cose of a tie pee fe TAIENS The PPPP-SC wilh the opproval of the Provincial Governor may invite provisional non-voling members from the national govemment agence Teguiotory agencies, NEDA, DILG, and the private sector io observe in the procaccings of the FRPP-SC: gnd form a support stolf composed pi employees and staff of the PGGrM, [o] The PPPP-SC shall be responsible for al aspects of the preselection and selection process, including, among others, the preparation of the Tendon | | documents; determination of the minimum designs, performance 1+ standards! specifications, economic parameters and reasonable rale of rotum or taritf-setting mechanism appropriate to the PPPF Modality; drafting ‘of evaluation of the PPPP contract: pulsication of the invitation te apply for cligiblity and submission of proposals or comparative proposals: dBgging ihe eligibiity requirements, appropriate form and amount of propa! secutifies, and schedules of the selection and challenge processes; pre- qualification of prospective PSPs, bidders or challengers; conduct of pre- selection conierences and issuance of supplemental notices: interpretation of the rules regarding the selection process: conduct of the selection or challenge process; evaluation of the legal. financial and technical aspects of the proposals; resolution of dispuies between PSPs and challengers: 2 monenyaen defining the appeals mechanisms; and recommendation for the = ceceptance of the proposal and/ er for the award of Ihe contract, g = 8 5 af aM [ec] A Technical Working Group (TWG) shall be created by the Provincial I zy *™ Govemor te assist the PPFP-SC in its functions. SECIION 17, Competilive Selection. fa) The Competitive Selection Process under this Code shall follew the. procedure embodied under the Implementing Rules and Regulations of fr 184, to wit: (i) Pre-procurement Conterence \ nek AO Bid Request for Expression of interest tor each procurement underk thisugh & competitive bidding, the BAC, through its Secretariat) call for a pre-procurement conference. The pre-procurer conference shail be attended by Ihe BAC, the Secrelariai, the unit or officials, including consultants hired by the Procuring Entity. meal) Prior to the adverisement or the issuance of the Invitation <\ as amt aS — neh Te & DOLEA, MEAP. biol pat ANrope £2 Provincial Orcinance No. 72-2917 (i) Gan, c ng ant Sotaby naire » prepared the Bidding Documents and the draft invitation to Bid/Request for Exoression of Interest for each procurement, During this conference, the participants. ied by the BAC, shall: @] Confirm the description and scope of the contract, the ABC, and contract duration, b} Ensure that the procurement is in @ecorciance with the PPMP and Sh = AP! <} Determine the reaciness of the procurement at hand, including. | ° & among other aspects, the folowing: = I = §) evallabilly of appropriations and programmed budget tr | 2 contract; \ || «Ze i) completeness of the Biading Documents and their adherence 14 || 9 = televan! general procurement guidelines: 5 * ii) completion of the detalled engineering cecording to the || presctibed standards in the case of Infrasteture Projects; and | S iv) confirmation of the ovollabilty of right-of-way site or location. ong Wy the possession of affected properties, subject to Section 17.6 of\, he & the IRR. ‘ 5 \\ 2 ‘ ‘ ‘yg d} Review, medify and agree on the criteria for efsibilly screening, SE evaluation, and post-qualification: 9 @) Review and adopl the procurement schedule, including deadli = ‘and timeframes, for the different activities: and 4g * i] Reiterate and emphasize the importance of confidentiality, in accordance wilh Section 19 of the IRR, and the applicable sanctions and penalties, as well os agree on measures to ensure compliance with the foregoing, The holding of a pre-procurement conference may not be required for g small procurements, 10x 20% 2.0. procurement of Infrastructure Projects v 2 costing Five Mition Pesos (P5,000.000.00) and below. 1% 200 1% | ai 5 Advertising and Posting of the Invitation fo Bid/Request for Expression ot |“) Interest . Except as otherwise provided in Section 54.2 of the IRR and for Ih = prociement of common-use goods and supplies, the Invitation (10% eS idl/Request for Expression of Inlerest shal be Ne 5 a) Posled af ony conspicuous pidice reserved far this purpose in Ihe premises of the Procuring Eniily concerned far seven (7) calendar days 5 Cerlified by the head of the BAC Secretarial of Ihe Procuring Entity concemed, b) Posted continuously in the PHIGEPS website, Ihe website of SHE Frocuring Eniify concemed, if availaisle, and the website prescribed by the foreign goveriment/fareign or jntemational it utipéireanece No, 72-2097 applicable, fer seven [7) calendar days staring on dale of advertisement (ii) Pre-bid Conference For contracts to be bid with an ABC of One milion Pesos (P1.000,000.00] or more, the BAC shail convene al least one (1) pre-bid conference to clarify and/or explain ony of the requirements, terms, conditions, and specifications stipulated in the Bidding Documents. For contracts to be bid with on ABC of less than One Million Pesos (P1.000.000}, pre-bid conferences may be conducted at the discretion of the BAC. Subjec! 10 the approval of the BAC, a pre-bid conference may also be me upon wiitten request of any prospective bidder. NEMA The pre-bid conference shall be held at least twelve (12) calendar “é\| before the deadiine for the submission and receipt of bids, but not earlier than sevan (7) calendar days trom the PhIGEPS posting af the Invitation Jo, Bid or Bidding Documents and in {he Case of Consulting Services, from th deferminalion of the shortisted consultants. IF the Procuring entit determines thal, by reason of the method, nature, of complexity af they contrac! fe be bid or when inlemational participation will be more | advantageaus 10 the GoP, a longer period far the preparation of bids i | necessary, Iné pre-bid conference shall be held al least thirty (30) colendar days before the deadline for the submission and receipt af bids. RTO G, LAND. JR, waeda. The: NAWENTURA The pre-bid conference shall discuss, clarify and explain. among other things, the eligibility requirements and the fechnical and_finant anarn 6B components sf the contract fo be bid including questions ani Clarifications raised by the prospective bidders before and during the Pr ‘Conference. (iv) Submission and Receipt of Bidders shall submit their bids through Iheir duly authorized representative using the forms specified in the Bisding Documenis in two (2) separate sealed bid envelopes, and which shall be submitted simultaneously, ‘the shall contain the technical componeni of the bid, including the igibiity requirements Under Section 23.) of the IRR for the procuremen! of Goods and Infrastructure Projects, and the second shall contain the financial component of the bid. (vy) Bid Opening The BAC shall open the bids immediately after the deadline for tht submission and receipt of bids. The time, dole, and place of the opening of bids shall be specified in the Bidding Documents. reasons, the BAC shall lake custody of the bids submitted and resch the opening of bids on {he next working day or at the soonest p lime through the isuance of a Noties of Poslponement to bs posted in the PhIIGEPS website and Ihe website of the Procuring Entity sercemad._a a‘nonce No, 72-201 The bidders or their duly authorized representatives may attend the opening of bids. The BAC shall ensure the intearity, security, and confidentiality of all submilied bids. The abstract of bids as read and the minutes of the bid opening shall be made available to the public upon written fequest and payment of a specified fee io recover cost of = materials. (vil Bid Evattsation The BAC shail epen the firs! bid envelopes in public to determine each bidder's Gompllance with the decuments required io be submitted for eligi y and for the technical requirements, os prescribed in the IRR. For this purpose. the BAC shall check the submitted decuments ef each der against a checkist of required documents to ascertain it they are ll present, using a non-clscrelionary "pass/fail" criferian, as stated in they, | < Instructions ta Bidders. If a bidder submits the required document, it a g 8 be rated “passed!” for that particular requirement. In this regard, bids et\), zg F fail fo include any requirement of are incomplete or patently insufficient! shall be Considered as “failed.” Otherwise, the BAC shall rate the seid fis) bid envelope as “passed.” \ \\/5 Immediately offer determining compliance with the requirements in eZ" mh OE firs| envelope, the BAC shal forlhivith open the second bid envelope of \ 2 each remaining eligible bidder whose fist bid envelope was rated =. passed," The second envelope of each complying bidder shall be = g-A3 opened within the same day, except as provided under Section 3g ofthe 3) IRR. In case any of the requirements in the second envelope’ a | o = parficular bid is missing, incomplele or patently insufficient, and/or if Hy SF submilled iolal bid price exceeds he ABC, the BAC shall tate the bid) “= concemed os “failed.” Oniy bids that ore determined fo cantain all the’ <\z—~ bid requirements for both componenis shall be rated “passed” and shall 2 ig immediately be considered for evaluation and comparison. z (ei) Notice and Execution of Aware == o£ Contract Award Kx “i The BAC shall recommend to the HOPE the award af contrar bidder with the LCR8. HRRB, SCRB, or SRRE after the post-quaification process has been completed. <= > To faciltale he approval of the award, the BAC shall submit the following. supporting documents to the HoFE: { 4) Resolution of the BAC recommending award: b) Abstract of Bids; ¢) Duly approved program of work or delivery schedule, and Cost Estimates; dj Document issued by appropriate ently authorizing the Procurin jo incur obligations for a specified amount; and ¢) Other pertinent documenis required by existing laws, rules, and/or the Procuring Entity conceined. > for o.aTest \ A wi i.2 sis anna No. 72 Contract awerd shall be made within the bid validity period provided in Section 28 of the IRR. The BAC, through the Secretoriat. shall post. wilhin three 3) calendar deys & from ifs Isuance, the Notice of Award in the PIIGEPS, the website ofthe. ¥ Procuring Enlily, if any, and any conspicuous place in the premises of the Pracuring Entity. 3 Contract Sionine < The winning bidder shall post the required Performance Security andenter | ¥ into. contract with Ihe Procuring Entity within ten (10) calendar days from receipt by the winning bidder of the Notice of Award, The Procuring Entity shall enter into contract wilh the winning bidder wilhin, [9 the same ten (10) day period provided |hat oll the conamenlofh\ g requirements are complied with, | The following documents shall ferm part of the contract: a} Contract Agreement: b) Bideing Documents; ¢} Winning bidder's bid, including the Eligibilly requirements, Technical ‘and Financial Propesals, and all cther documents/stalements | submitted: d) Performance Secur fe} Notice of Award of Contract: and f) Other coniract documents that may be required by exsting low’ andor the Procuring Enlity concemed in the Bidding Documents, such as the constuction schedule and S-curve, manpower schedule, consiuction methods, equipment utilization schedule, construction safety and health program approved by the Department of Labor and Employment, and PERI/CPM or other acceplable taols of project scheduling for infrastructure projects. AVENTURA wean 5. BU Nofice to Proceed The concemed Procuring Eniily shall issue the Nolice 1o Proceed together with a copy or copies of the appraved contract to Ihe successful bidder within seven (7) calendar days from the date of approval of the contract by the appropriate goverment approving authorily. All notices called for by he tems of the contract shall be effective only at ihe time of receinl thereof by the successful bidder. \ The Procuring Entity, through the BAC Secretariat, shall post a copy af the’ Nolice to Pracead and the approved contract in the PhIKGEPS and the websile of the Procuring Entily, if any, within fiteen (15) calendar days from the issuance of ihe Notice to Proceed, FG DOLGR. IPA: aPoge te Provingtal Ordironce No, 72-2017 {b) The Provincial Governor shall epprove the tender documents and the draft PPPP Contract betere they ore issued to the prospective PSPs/ bidders. SECTION 18. Limited Negotiations. — Where ihe PGOM: {o] foils 1o identify an eligible PSP for a desited PPPF activily when there is onky ied bidder after subjecting the same to a competitive selection or bideing: or (b) considers o project or aciivity either through compelilive selection or compeliiive challenge where an indispensable or integral component thereof has already been subjecled fo @ competitive process by ihe appropriate administrative agency, government inslumentality or goveinmenF-owned and -conirolled corporation which gives the PSF/ offerer a vested and exclusive right over that component without ined \| jhe PPPP Project cannot be implemented as envisioned. Limit Negoliglions may toke place. The negotiations will cover all the nd ‘and financial aspects of the PPPP preject or activity; provided, that the minimum designs, performance standards/specifications and economic\™ poramsters sicied in the Feasibility Study and Terms of Reference are\ | complied with. The Provincial Govemor shall approve the terms of the Limited Negotiations prior to Ihe aword of the contract te he PSP. Under the 2nd instance, the PGOrM shall publish a notice to Ihe public prior to the start of the negotiations, and i pursued under Competitive Challenge, the ard stage as defined below moy be dispensed with Marri S. BUEWAW! SECTION 19, Competitive Negollations. - For concession anangements, fs affermage, management and service contracts where public funds are not used b ‘ocure the services of ihe PSP. and onerous donations and the PGOrM invites wo or more qualified PSPs fo enter into negotiations for a PPPP project, unless there is only one qualified offerer with @ unique specialization, informing all the qualified PSPs thal there & more than one efferer and simultaneous negotiations cre being conducted and that the PPPP conliaet shall be awarded io the PSP which offers the best combination of quaiily and price based on Ihe feasibility or project study prepared by the provincial government. Prior to the start of tne negotiations with ihe identified PSPs, the PGOnM shall publish the annauncement. SECTION 20. Competitive Challenge. - The Competitive Challenge process shall be divided into three (3) Stages. described as: ja) Stage Oney/ Unsolicited Proposal - The steps are: (i) A PSP submits on unsolicited proposal accompenied by a Feasibility dy and drafl PPPP contract to the PGOrM for a projected PPPP \) Project. fi) The PPPP-SC shall make a determination of the completeness ol Unsolicited propasal, the eligibility of the PSP, the necessily fa proposed project. Ihe consistency of the terms of the draft PPP RP wath fe r ;woge 24 provincia) Orcinance No, 72-2007 Ib) Stage Two/ Detailed Negotiations ~The steps ore: fi) ti) a i) [c) Stage Three/ Compelilive or Swiss Challenge Proper —The steps aret (ii) (ii) contract with this Ordinance, and the | PPPP modality. optiaieness of Ihe proposed Upon completion of the initial evalvation, [he Provincial Governor, yoon tscommendittion of the PPPP-SC, shall either isue @ cerlificate of ccceplance or nomacceplance of the proposal for purposes of detailed negotiotions. Upon the issuance of the certificate of scceplence, the PSP is ipso faclo conferred original propanent status ‘and no other proposal for the same project may be subjecled fo the compelilive challenge process MARCOS if there is more than one unsolicited proposal submitted for Ihe same PPPP Project, the Provincial Governor, upon recommendation of the | PPPP-SC, may reject oll proposals and pursue competitive selection, or ‘accept thé unsolicited proposal thal is complete and provides the) grealer advantage and benatits to the community and revenues to "e POW, aE ASLENE M, TALENS the parties shall negotiate and agree on ihe terms and concitions of the PPPP Project conceming ifs technical and financial aspects. laveNTuRA a Once negotiations are successful, the Parties shall isue o joint . NE certificatien stating het on agreement hos been reachey ght specifying the eligibility of the PSP and the technic i g 2 aspects of the PPPP Project os agreed upon. 3 The issuance of the cerlification commences the aciivities for the| te solicitation for comporative proposas. a Howewer, should negotiations nat result to an agreement acceplable to _2 both parties. lhe PGOnM shall have the opfian te reject the propesal by eS informing the PSP in writing stating the grounds for rejection and thereafter may accep! a new proposal from other PSPs, decide to pursue the proposed acifvily inrough other PPFP Modalities or subject the PPPP Project to a Competitive Selection. j The PPPP-SC shall prepore the tender documents. The eligiollily criteria 3 used in determining the eligibility of the PSP shall be ihe same os those fy eg sivied in the tender decuments, Proprietary information shall, however, 5 be respected and protected, and treated with confidentiality. As such, § ii sholl not form part of the lender and related documents. The Provincial Govemer shall approve all tender documents including the draft contract before the publication of ihe invitatior comparative proposals The PPPP-SC shall publish the inprovincia! Grenoncie No, 72-2007 {iv} The PSP or Criginal Proponent shall post the proposal security at the date of the fist day of the publication of the invitation ter comparative proposals in the amount and form stated in the fender dacumentts 4 {¥) In the evaluation of proposals, the best offer shall be determined to include the original proposal of the PSP_ If the PGOmM determines thet an offer made by a comparative PSP or challenger other than the negotiated terms with ofiginal proponent is superior ar more advantageous fo the province than the criginal proposal, the PSP who sUBmitted the original proposal shall be given fhe right to match such superior or more advantageous offer. Should no matching offer be received within the staled period, the PPPP Project shall be awarded fo the Comparative PSP submitting the most advantageous pronesal. @ matching offer is received within the prescribed period, the PPPPL | Project shall be awarded {0 the original proponent, If no comparative) | proposal _§ received by the PGOrM, the PPPP Project shall be \| immediately awarded to the original prosonent. \ \ (vi) in the event thet the Oiiginal Proponent is not able fo match thd superior offer of the challenger, the winning challenger shall reimburse, wilhin 20 days from issuance of the notice of award, the orginal, /\S. proponent the cost of preparing the feasibility study. provided, thal this "| \ reimbursement arrangement and the cost of preparing af the feasioiity sludy ore expressly stated in ihe terms of reference forthe compelitiva —* challenge, and that the PPPP-SC has determined that the cost is reasonable. naan S BUENAVENTURA SECTION 21. PPPP Contract. - { {a} The PPPP Contract shall be signed by the Provincial Governor. on behalf a”) the PGOM, with the prior authorization or ratification by the Sanggunian 2 Panlalowigan, and the duly authorized representative of the PSP. 3 {b) The direct and ultimate beneficiary of any PPPP Contract shall be the es censtituents of the Province. = |e). The principal PPPP Contract shall describe the PPPF Project. the rights, functions, obligations and responsibllies of and risks assumed by each of the contraciing party, dispute mechanisms and all other provisions enumerated under Section 5 |v) hereof. se (dl) The other ancillary centracts may include insurance contracts; loans, agreements: bends: guarantee airangements; eauily arrangements operations and maintenance coniracis: and engineering, procuremen! and construction (EPC) contracts. le} The Provincial Govemer shall not proceed with the award and signing of the coniract if there are material deviations from the parameters ond term: ond conditions set forth in the proposal/ender documents that tend to increase the financial exposure. liabillies andl risks of the PGOmM or any other factors that would cous deviation that will cause prejudice to losing PSPs. oS siagli deenrage 24 Provincia Granance No, 722007 [f) Any amendment loa PPPP Contract, which if effected will not violate [he policy en compefition and fairness and does not materially affect Ihe substance of the PPPP Contract, after award and signing of contract shall undergo approval by Ihe Provincial Governor with prior autherizction by the Sanggunian Panialawigan. Noncompliance with the cernesponding appraval process siaied shall render the amendment null and voi, Any form of amendment may be allowed after the PPPP contract has been exeouted, provided thoi, the right to amend is accorded to all bidders and challengers and specified in the tender documenls, and such right is stipulated in the PPPP contract, Any amendment musi be epproved by the Sanggunian Panlalawigan thraugh an ordinance: NE Mt TALENS (g) All laws and relevant provincial ordinances are read or form par of the PPPP Contract, Regulation and Contract Management AN | went aks Chapter IV. Regulation ond Gontract Management SECTION 22. PPPP Regulatory Avihorlly’s Mandate. — The PPPP Regulator Authority [PPPP-RA) created under Ihis Code shall be tasked with pettorming\ } corporate governance, commurication and information sharing, and dispule A contract management functions, such as partnership management! {ie., = resolution), performance or service delivery management [i.€.. sk Management z and performance management}, and contract administration (i.c.. variation & management, contract maintenance and financial administration). for all PPP -A FE aimangements entered into by the PGOrM, Aside fram these, the PPPP-RA shall 5S =: be responsible for sting and moniloring the tariff, and asiministering the sut of SE pursuant fo the PPFP ceninact 3 ~S SECTION 23, Composition of the PFFF Regulatory Authority. - LE (a) The membership of the PPPP-RA shall be campased of the following 2 ~, {) Chainperson ~ The Provincial Govemor or the Provincial Adlministratar if 50 designated by the Provincial Govemor: (i) Vice Chainperson — Vice-Governar or a member of the Sangguniang Penlalawigan fo be chosen by the Sanggunion as evidenced by an appropriate resclution: Two {2} representatives of the Sangguniang Pantalawigan belonging 10 two [2] distinct registered polificol parties to which the Provincial Governer does not belong 10 be chosen on the basis of proportional representation of all parlies represented in the Sangguniang Panialowigan. f there are any; if there is none, the representative shall, be faken fom each of the legislative districts of the province, Provincial Legal Officer: {vj Provincial Treasurer; {vi]_ Provincial Planning and Development Coordinator; {vi Provincial Budget Officer {vii) Deparment Head of Office which functions caver investments; and {ix} Iwo [2} representatives from and chosen by the accredited asec und \\ cand NGOs WhO ord members| of the Provincil Develasment C: \y These representatives shall not be the same representatives in the PPPP> sc. -pose 28 Froviedial Greinance Na. 722017 tb} For projects covered by goverment-lo-gavernment joint PPPP undertakings, the collaborating or pariner government entity shall have one (1] represenialive in the PPPP-RA, provided Ihal such representative shall only sit in meetings of the PPPP-RA, or portions thereof, and nave @ vote only on matiers directly affecting the PPPP project covered by such joint FPF undertaking. {c) The PPPP-RA may appoint @ contract monager for a PREP project depending on the PPPP contact value, complexity and associaled risks, The contract manager shall have the necessary management skills ond technical knowledge of Ihe goods. services or works fo be provided under the PPFP contract. The PPFP-RA shall determine the manner and source of payment for the contract manager's compensation. provided thal ita, regular employee af the PGOm is appointed as contract manager, he/she, shall not receive additional compensatien for such appointment. the! contract manager shall have a vote on mallets directly attecting the PPPP project that he/she is managing (dl) A quorum of the PEPP-RA shall be composed of a simple majority of all voting members. The Chairperson shall vote only in case of a tie. {2} The PPPP-RA with the approval of the Provincial Governor may invite third party experts to atend ils meetings to acl as advisers and observers. Such third party experts may represent national government agencies, et agencies, ihe NEDA, the PPP Genter, the DILG, private sector, CSQs,POs and NGOs. {f) The PPPP-RA may form a support staff composed of employees and | personnel of the PGOrM. The PPPP-RA may also engage consultanls hired “ punuant to law. SECTION 24. Contract Management Manual. ~ {a} The PPPP-RA shall prepare a contract management manual for each executed PPPP contrac! which shall serve as a guide fo the PO and its personnel in ensuring a consistent, high quality contract monitoring process that is specific for such PPPP contract. {b) The PPPP-RA shall evaluate each contract management manual quarterly. which shall be amended as moy be necessary. Any amendment fo the contract management manual shall be effective upon the approval of the PPPP-RA. {c] . The PPPP-RA, oll throughout the life of the PPPP Contract. shall present, _ make vailable and explain, before and after any material action is taken! call relevant information regarding Ihe implementation of the PPPF Contract, the submissions of the PSP and actions taken by the PPPP-RA, to the Provincial Development Council SECTION 25, Contents of the Contract Management Manual. — Each ony management manual shall include the following information: TOA. DOOR, MPA, Pa. <4 onc 39Page 2L Provincial Greinances Men 72-2017 {a) Go description of the PPPP project and its history: [fe] a summary of the key terms of the PPPP contract: [c} toles and respansibi of eoch member of ihe PPPP-RA and other PGOrM personnel end contractors, as applicable, who are involved in the PPPP project: [} roles and responsibilities of key personnel of the PSP; [| details of the post-award conference; {f] pertnership management procedures! {a} performance orsenvice delivery management: th) contract administration; anal {project closeout procedures. 8 SECTION 28. Post-Award Conference. — \ (a) Immediately offer the PPPP contrac! is aworded, the PPP-RA Chainpetoh | | shall call @ post-oword conference to ensure that the PGO:M and PSP hovel, || a cléar and Mutual understanding of the lerms and conditions of the FPPP|\ | contrect, and lo determine the responsibillies of parties. Notice of the past- | award conference shall be sent by the PPPP-RA Chairperson at leas! five working days before Ihe scheduled date thereof. [b] The post-award conference shall be attended by the members of the PPPP- RA. such employees and contractors of the PGOmM whe will be involved in the management of the PPPP contract, and key personnel of Ihe PSP, ond 22! {c} The PPPP-RA Chairperson shall preside af the post-award conferencs shall appoint a secretary of the conference from the PGOrM pers present (d} The minutes of ihe conference shall be sent to each particinant within five (5) days of he adjournment of the conference. SECTION 27, Personnel and Training Requirements. — (a) The contract management manual shall identify the PGOrM personnel involved in contract management, the specific roles and responsibilities of each, and the skils and technical knowledge required fo perform their functions. [b] Independent contractors may be engaged in the aksence of the qualified PGOrM personnel, provided thai, except in he cose of contract managers engaged in accordance with Section Alc}, contractors may enly be engaged for a period nol exceeding three (3] years from the effective dale of the PPPP contract. Such contracter shall: ‘ {i have ai least two [2] understudies: and fi) provide a training program for PGOnM persannel in his field of) specialization, with such training being Gone regularly during regular office hours. {ce} During jhe contract life, the PGOrM personnel shall undergo continuous ‘raining on conhract moritering to ensuré that the provincial Sheol phe aJ2_ incial Orcinarce Ne, 72.2017 govemment is equipped to monitor reliably the PSP's performance over the entire life of the PPPP contract SECTION. 28. Partnership Management. - Each contract management manual shall ideniify processes fo ensure accounlobilly and manage the relationship between ine PGOm and the FSP, and shall describe ja) each porty’s governance stucture, inclucing ihe overall system of 2 insfilulional structures, operating rules, compliance mechanisms and (NE accountabiliiy procedures: 4 3 {b] guidelines on communicatien and intermation sharing between the PGOnmM end the PSP, including reporting requirements, frequency and purpose of regular meelings, recordkeeping of all exchanges, and the aeceptable mades of correspondence behveen them; and ESE A, TALES r (e) the process for reselving disputes between the parties, identifying, among others, the different levels of dispute resolution, offices and officials invelved, limetable for resolving such disputes, and possible actions to, compel a parly 1a. adequately comply with contractual tems. wcokhie ye 8 SECTION 29. Performance or Service Delivery. - the coniract management \j\ manual shall identily measures 10 ensure that the services or goods provided by \ 2 the PSP oré in accordance with the standards and 368 agreed in the PRPP | ‘ a contract. Such measure shall include: gta (2) an identification of risks under the PPFP contract, the limetable forresoking fol = such risks when they arise, contingency plans thal ensure immediate —| & resumption of services in tha event of an inieruption of service delivery by ) Ag the PSP. ond penalties for falling or refusing to resolve Ihem, provided that aL.“ separate risk mitigation pion shall be developed and periodically reviewed and updated throughout! the life of the contrac! fer contracts with significant risks {b) clear and demonstrable key performance indicalars that demonsinte evidence of poor, satisfactory or non-pertormance by thé PSP, taking into consideration the cos! and value obiained. performance and custamer satisfaction, delivery improvement, delivery capabilily, benefits realized and relationship strength and responsiveness; [c}) a performance management plan and performance monitoring system thot will be used by the PGOrM to monitor affordability, service se value for money, quality, and performance improvement, which shall in Gil cases include \ {| @fimetoble and start ond end date for each performance component, including milestones with accompanying timeframes, dependencies, required or desired outcomes, ond acceptable performance levels: i) requirements and standards to be Used to monitor PSP performance: {il} procedures and guidelines for measuring customer satislaction dnd mechanisms fo solicit end user feedback: | ~ On, os ———_— cia ere agian baer tere. iw aerage 98 Paina Ceinance ne, 722017 (¥) submission of regular, accurate and timely reports by the PSP, PGOM, Personnel or the contract manager, os applicable, to the PPPP-RA deiaiing performance moniiofng efforts and the types of information that should be included in such reports; (vi) PGOrM acess to PSP records to allow PGOrM personnel to verify the information thal Ihe PSP reports to them and to ensure that funds are expended properly: (vi) random inspections af PSP records and on-sile monitoring visits; ond (ill reguior mestings with tha PSP to review progress, discuss problems and / consider necessary changes: and Vy {d] @ performance review and comective actions system that apply is noncompliance or breach of contract. and penallies for non-performance: \j and bonuses for good performance. \ SECTION 30. Contract Administration. — The contract management manual st lay down a contract administration sysiem. which shall include: (a) systems and procedures for variation management. the roles and responsiolities of PGOrM personnel, and reporiofial requirements for each wae NAW ENTURA event of proposed or successful contract variation; sf [b) @ system for contract maintenance. identifying key contract delvaables [3 and schedules, as well as trigger events: and st o fe) systems onc procedure for financial aciministration, including an estimate of © F ihe resources that the PGOm wil devote thereto, systems and proceduies 3g fa make and receive financial payments, and rules for keeping recards of = financial transactions in accordance with the requitements of the contract, —————-~, SECTION 31. Closeout Procedures. - Formal, written clossoul procedures shal beg included in contract managemien! plan te ensure that al goods and services A g/ 3 have been delivered satisfactorily, all properties are disposed accardinaly, all PGOrm properties are refurned, and all amounts due under the PPPP contrac! have been paid. SECTION 32, Post-Contract Review. - A post-contract review sholl be conducted at the end of a contract periad, which shall include a post-centraci analysis, evaluation and reporting of the FPPP project, the PSP's performance, anc! the provincial's contract management system. The postconlact review shall likewise include a financial auait of the entire PPPP project and determination of, lessons Isamed, Provincial govemment's policies and procedures shall bei updated where required, Notwithstanding the requirement herein, if the FRPP contract is subjecl fo renewal or extension, the post-contrac! review shall conducted within a reasonable time before the deadline for such renewal \ ws, ety ating a> 8 zPoge 2 Provincial Greinance no. 72-2017 SECTION 33. Document Control. - The PPPP-RA shall act as the administrator of decumenls and correspondence relating to the PPPP project and PPFP contract. The contract management manual shall: {a} ideniily the documents and comespondences that must be retgined by the PPPP-RA; {b) require thet oll such documents be kepl in both electronic and paper formal during contract lite er such longer period as may be required under applicable law: and {c) lay down the protocol for document siorage. legging. accountability} disclosure and access by the parties and the public. i Chapter V. Aceounlability, Information, Educetion and Monitering | _— SECTION 34. Code of Conduct, - Before commencing their functions, cack member of the PPPP-SC and PPPP-RA and the contract manager shall sign ch Code of Conduct, which shall guide each member in the performance of th duties as such. Such Code of Conduct shall require each member fo, among others: (0) act atall times in accordance with relevant legisietion and regulalion’s [b] act af all times wilh fidelity, honesty. inlearily and in the bes! interests of the ] province and ifs constituents: 2 the publie’s right to access to information in accordance with (d} not misuse his or her position and privieges of a member of the PPPP-SC and PPPP-RA, whether or not such will prejudice the interes! of the publi ine PSP, or any third person; (e] to take the utmos! care in ensuring reasonable protection of the records of each PPPP project, ond to not disciose any confidential and proprietary mation to persons without a need to know such infermation, or in violation of any non-disclosure requirements under law or contract: 7 [f) amy out his or her duties with the skill and core expected from o person of knowleelge and experience, and 10 exercise prudent judgment: [9] forthwith report to the appropriate authorities any act of negligence, fraud, comuption, misuse of government funds, failure or refusal to perform duties. ‘or ony other act which may conslitute an crime or offense, or which is prejudicial to the public interest, in the selection of the FS implementation of a PPPP contract:page 8 Prowincia) Orcinance Mex 72.2017 [n) forthwith declare any persenal or business interest thal he or she. or any of his or her relatives within the fourth degree of affinity ar consanguinity, may have in any business of a PSP, in which case, the official or representative shall no longer be a member of the PPPP-SC and PPPP-RA 08 {i forthwith declare any conflicl of interest, insofar as ihe PPPP Project concemed, that he or she may have or will have, in which case. the official oF representative shall not longer be G member of he PPPP-SC ond FRPP- Ra; {i) net vole or eet in a particuler way en any matter in consideration of any gq offer, promise, gift or present, from a member of the public, government, a Es political party, social group or CSO, PO, NGO, or any stakeholder or 3 potentiol stakeholder: 3g (k} not receive any gift or anything else of volue which is or may be viewed @s\\) o = aimed at influencing or directing his or her vote or actions; and | z 2 (i) to disclose immediately to the PPPP-SC or PPPP-RA as the case may be, any attempted inducement that may be construed as aimed at influencing or | i directing his o her acts as a member of Ihe PPPP-SC and PPPP-RA. v SECTION 35. Disciplinary Action. - Violation of this Code and the Code of Conduct insofar a3 the PGOrM elective officials are concerned shall constitute a ground for disciplinary action or amount 10 loss of Confidence undar the (GC of 1991 and relevan! lows, and with regards local appointive officials, such vidkation shall rander them adminisirotively table. Officials may also be rendered crimin flabie under applicable lows and ordinances, Representatives of the PSP shall be) held liable for damages, offenses and crimes depending on the nature ot ther y participation and involvement in the uniawtul act or omissian. SECTION 36. Liability. — The PGOrM and its officials. in undertaking 6 PPPP project, selecting a PSP and implementing a FPPP contract, shall no! be exempt from for death or injury 10 persons or damage te property SECTION 37. Social Accountability. ~ Thé PGOrM shall ensure, promote and eliminate all obstacles lo social accountabilly and allaw and enhance constructive engagement between citizens’ groups. academe, consumers, rate- payers, general public, provinee, national govemment agencies, regulatory agencies. and PSP. SECTION 38. Transparency and Right to Information. — The PPPF Contract, feasibility study, bidding documenis. terms of reference. results of the PSP selection process, Code ef Conduct, Contract Management Manual, minutes of the post-award conference, PPPP-RA, and FFFP-RA-MC, and olher relevant documents ond insiruments sholl be posted in two canspicuous places of the province and uploaded in a dedicated website of the PPFP-RA which can be, freely accessed by ine public, The PGOmM shall also implement a strategic communication plan addressed Io oll stakeholders.Pag ProuincialGrainance No. 72-2017 SECTION 39. Capability-Building Program. - fa) The PGOrM shall design and implement a continuing education and capacily-bullding program on PPFPS for its officiols, and the members of the PPPP-SC and PPPP-RA. MARCOS {b) The PGOna shall also underiake o comprehensive and sustained education and governance campaign aimed at informing all stakeholders and CSOs. POs ancl NGOs about PPPPS ventures of the provincial government and allowing them lo participate in the overall PPPP program of the province: The program shall Include strategic and annual evaluation and planning sessions, workshops, seminars, focus-group discussions on PPPPs, market opportunities, projects, management of contracts and regulation of PPPPS and other PPRP-related topics. Srrancy wag (c] The PGOrM may tap consultants to assis! hem in implementing PPPPs ong | Io in building capability for PPPPs. \ 5 SECTION 40. Monitoring and Governance Audit Program, - The PGOrM, itt ore a to ensure transparency and accountability, shall encourage CSOs, POs. NGOs\” [he ond civic aggrupations to establish a PPPP monitoring, evaluation and \ governance auait body functionally and fiscally Independent from the provincial government and olher government institutions. SECTION 41. Technical and Financial Assistance. - The DILG, Deparlment of Finance, Depariment of audget and Management, NEDA and the PPF may extend iechnical and financial assistance 19 the FGOmM and $ assistance may be embodied in a memorandum of understanding or? agreement. L Chapter VI. Final Provisions SECTION 42. Approprialions, - To camy oul the provisions of this Cade. the ‘amount io be determined by the PPPP-RA shall be appropriated annually inthe General Fund Annual Budget of the Provincial Goverment. / pe NFA SECTION 43. Altemative Dispule Resolution. — All PPPP contracts of Ine PGOrM shall include a provision on the use of Alternative Dispute Resolution [ADR} mechanisms in resolving dispules arising from the PPPP contract. Al controversies in connection with BFPP underickings and projects cf the provincial gavernment shall likewise be addressed using ADR, i: Fp v Ee aD Ay SECTION 44. Implementing Rules. - While this Code and the provisions hereof dle already operative upan the Code's effectivity, the Provincial Gavamor may isle | the appropriate and relevant rules and regulation for the proper implementatior of the Code or its provisions, including the issuance of relevant mechanisms f insure competition, manuals, guidelines, sample contracts and bid documents PPPP indexes and comparators, and performance scorecard. SECTION 45, Confirmation of Execuled PPPP Contacts and Procedure: Commenced, - phn aah ta EARN IROE