PNOC RENEWABLES CORPORATION (PNOC RC) TERMS OF REFERENCE

PNOC RENEWABLES CORPORATION (PNOC RC) TERMS OF REFERENCE FOR THE LEASE OF SEVEN (7) PARCELS OF LAND LOCATED AT BARANGAY SAN ROQUE and SAN MIGUEL, BAUAN, BATANGAS ON AN AS IS, WHERE-IS BASIS I. DEFINITION OF TERMS A. SUBJECT PROPERTY 1. Location, Area and Title to the Subject Property PROPERTY/LOT NO. TCT/TD # AREA (sq.m.) 7661 05-0035-01610 1,202 10822 05-0032-00042 899 8926 05-0032-00027 2,340 8935 05-0032-00119 5,302 8933 05-0032-00118 4,360 8932 05-0032-00117 5,175 8927 05-0032-00079 4,635 Site map of the properties can be seen in Annex 1 2. Brief Description of the Subject Property The Subject Properties are sporadically located within Barangays San Miguel and San Roque, Bauan Batangas. The Subject Properties are about 3.5 kilometers from Bauan Municipal Hall. Two (2) lots have direct frontages along General Line Street while the remaining five (5) appears to be interior lots without road right of way. Page 1 of 19

The Subject Properties are situated along General Luna Street, a national road leading to Mabini Batangas. Lined along this road in the immediate vicinity of the subject property are significant number of industrial establishments. These are concentrated on the south side of the road, where the Bauan International Port Terminal is situated, and most are along the same side as General Luna Street as the subject property and extending towards the Batangas Bay area. Occasionally dotting this side of the road in between the industrial compounds are residential buildings erected on smaller land cuts, most of which are immediately fronting the national road. The north side of General Luna is predominantly residential in character, where most of the houses in the area are situated. These residential structures are mostly one (1) to two (2) storey s high, varying from light materials to concrete frame structures. Intended Land Uses. Considering current development trends in the neighborhood and the character of the Subject Property itself, the highest and best use/intended land uses of the same is for residential and industrial development. 3. Improvements The Subject Property are vacant and has no improvements. 4. Utilities and Facilities Electric power and water supply are available in the area. The Winning Bidder shall undertake the application of these utilities during the term of the lease. The Winning Bidder shall pay the corresponding application fees and related expenses necessary for the transfer of the said utilities to its name. PNOC RC shall assist and execute/deliver such documents that may be necessary for the transfer of the same from PNOC RC to the Winning Bidder. Community facilities such as the public market, commercial centers, churches, and private and public schools are likewise accessible from the Subject Property. Public utility vehicles are available during the day along General Luna Street (National Road) which fronts the Subject Property and connects to other sections of the municipality. Streetlights, garbage collection, foot and mobile patrol of the Philippine National Police and other community facilities and utilities are well maintained by the municipal government. Page 2 of 19

5. Others Most significant landmarks in the area are: AG&P Bolo Dormitory EEI Industrial Compound PNOC Coal Terminal Bobcock Hitachi Philippines AG&P Industrial Compound Bauan International Port B. THE CONTRACT This refers to the Lease Agreement to be executed between the PNOC RC and the Winning Bidder, which contains the terms and conditions of the lease. C. DEVELOPMENT GUIDELINES AND RESTRICTIONS The Winning Bidder shall abide with the zoning and land use regulation of the Municipality of Bauan and other government agencies. D. QUALIFIED BIDDERS 1. Individuals, of legal age, who has the capacity to enter into contract; 2. Any government-owned or controlled corporation, government financial institution or any public corporation which has complied with the requirements established by PNOC RC for this bidding; and 3. Private corporations with at least 60% of capital stock owned by Filipino citizens and organized and constituted under Philippine laws. E. UNIT BASE PRICE This refers to the minimum acceptable lease rental rate per square meter per month in Philippine currency. The unit base price is exclusive of the 12% Value- Added Tax (VAT) which shall be for the account of the Winning Bidder. Page 3 of 19

F. UNIT BID PRICE The rent in Philippine Currency offered/quoted by the bidder for the Subject Property on a per-square-meter-per-month basis, exclusive of 12% VAT, which should not be lower than the unit base price. The unit bid price shall be the principal and controlling figure in the review or validation of computations derived therefrom. G. TOTAL BID PRICE The unit bid price offered/quoted by the bidder multiplied by the total area of the Subject Property, exclusive of 12% VAT. H. COMPLYING BIDS Bids from qualified bidders that are equal to or higher than the unit base price with the corresponding correct amount of bid security, including the projected cost of the proposed improvement on the Subject Property. I. BID SECURITY An amount equivalent to at least three (3) months rent, exclusive of 12% VAT. The bid security shall serve as a guarantee that the Winning Bidder shall, within thirty (30) calendar days from receipt of the Notice of Award, make good his/its bid by entering into a contract with PNOC RC and make the required payment/s within the prescribed period stipulated under Article II (A)(3). The bid security must be in the form of a cashier s or manager s check drawn from any universal bank payable to PNOC Renewables Corporation. II. TERMS OF THE LEASE PNOC RC is leasing out the properties indicated above available either in a per lot basis or the whole number of lots offered for lease. A. Lease Payments 1. Three (3) months lease deposit The bid security of the Winning Bidder submitted during the bidding shall be considered as his three (3) months lease deposit. This deposit shall be applied to unpaid obligations/ liabilities of the Winning Bidder for utility Page 4 of 19

services, taxes and fees, and in the event of any damage made to the Subject Property at the termination and/or end of the Lease Agreement. 2. Commencement of Lease Payment Payment of the lease shall commence upon execution of the Lease Agreement. 3. Advance Annual Lease Payments The rent shall be payable annually in advance commencing upon the execution of the Lease Agreement. Succeeding annual payments shall be due and payable within five (5) calendar days from the anniversary date of each year reckoned from the date of the first payment. 4. Penalty Charges and Default in Payment a. Penalty Charges In case of delay or non-payment within the period specified above, the overdue payment shall be imposed with a penalty of one-tenth (1/10) of one percent of the annual rental due for every day of delay until payment of the unpaid advance annual rental or equivalent to bid price multiplied by the number of days delayed multiplied by.001. Advance Annual Rental x 1/10 of 1%x number of days unpaid. b. Default in Payment All payments required from the Winning Bidder shall be made as stated above without necessity of any demand. The Winning Bidder shall be deemed in default upon failure to pay the advance annual rental due within the five (5) day grace period stated under Article II (A)(3) and any penalties thereon. In case of default, PNOC RC may terminate the Lease Agreement for non-payment of the annual lease after 3 months from due date. B. Lease Rates and Contract Duration 1. The lease rate shall be based on the unit bid price with escalation of three percent (3%) annually from the effectivity of the Lease Agreement. 2. A re-appraisal of the property is to be made after 5 years. The re-appraised value shall be the new rental rate for the succeeding years in addition to the Page 5 of 19

three (3%) escalation. Subject to the condition that the new rental rate shall not be lower than the rate for the immediately preceding year. 3. The lease period may be for a minimum of five (5) years and maximum of ten (10) and the term may be renewed upon mutual agreement of the parties on new terms and conditions. C. Other Conditions Lease of the Subject Property shall be covered by the following conditions: 1. All Value-Added Taxes (VAT), real estate taxes on additional improvements introduced by the Winning Bidder, and other relevant dues/fees imposable on the Subject Property shall be for the sole account of the Winning Bidder for the duration of the Lease Agreement. Additional improvement(s), whether permanent or temporary, on the Subject Property shall be allowed upon prior written consent of PNOC RC. 2. Sub-leasing may be allowed, subject to the prior written consent of PNOC RC, but the Winning Bidder shall not be released of any of his/its obligations under his/its Lease Agreement with PNOC RC. The Winning Bidder shall furnish PNOC RC with a copy of all Sub-Lease Contracts. 3. Any business conducted by the Winning Bidder or any of his/its Sub- Lessee(s) within the Subject Property should conform to the zoning and/or land use regulation/plan of the Municipality of Bauan, Batangas and other government agencies. 4. The Winning Bidder shall inform PNOC RC in writing of his/its intention to renew the Lease Agreement at least six (6) months prior to the expiration of the original Lease Agreement. In the event PNOC RC agrees to a new lease, the parties shall enter into a new Lease Agreement under mutually acceptable terms and conditions. 5. At the end of the lease period or upon termination thereof, the Winning Bidder shall deliver the Subject Property to PNOC RC, including all improvements therein, free from any liens, encumbrances and illegal occupants. All permanent or temporary improvements and facilities introduced by the Winning Bidder shall become the Subject Property of PNOC RC. The Winning Bidder shall execute, without need of demand, documents transferring title to PNOC RC, if any. Page 6 of 19

III. BIDDING CONDITIONS AND PROCEDURES These bidding conditions and guidelines are prescribed to ensure that PNOC RC will award the contract to the highest complying bidder. A. Coverage Lease of the Subject Properties located in Barangays San Miguel and San Roque on as-is-where-is basis. B. Basis for Bids Bids shall be quoted on a per-square-meter-per-month basis, exclusive of 12% VAT. C. Acceptable Bid Price Acceptable bids are those higher than or equal to the unit base price. Any bid lower than the base price shall be considered non-complying. D. Description and Inspection The Subject Property for lease is presumed to be accurately described as to its location, size and other conditions, as described in Annex 1 hereof. It will be presumed that the Winning Bidder has inspected the Subject Property and has carefully examined its condition and surrounding vicinity. E. Presumption of Knowledge Each bidder shall be deemed to have submitted his/its bid with full knowledge of the actual location, size and condition of the Subject Property. He/It shall likewise be presumed to have read and shall be bound by the contents of this TOR and Bid Documents, including the annexes attached hereto. PNOC RC will not assume any responsibility for any erroneous interpretation or conclusion of the data provided to the prospective bidders. F. Error, Omission or Misstatement No error, omission or misstatement in this TOR and Bid Documents, including the attached annexes shall: 1. Invalidate the bidding procedures undertaken and the Contract executed; 2. Entitle the Winning Bidder to any compensation whatsoever; Page 7 of 19

3. Reduce the contract price; or 4. Release the Winning Bidder from any or all of his/its obligations under the Contract, the TOR and Bid Documents, including its Annexes. G. Right to Waive PNOC RC reserves the right to reject any or all bids, to waive any informality found therein, and to accept such bids as may be considered most advantageous to its interest, without any obligation on the part of PNOC RC to explain the reason/s thereof. H. Instructions to Bidders 1. Inquiries Inquiries by prospective maybe addressed to the address below: Chairman PNOC RC Disposal Committee ( Committee ) PNOC Renewables Corporation Ground Floor, PNOC Building 5 Energy Center, Rizal Drive BGC, Taguig City Telephone No. 840-3080 local 8889 Inquiries shall no longer be entertained after 15 March 2016. 2. Meetings, Briefings and Site Visits Interested parties may submit a written request to the Chairman of the Committee stating therein the preferred time and date of the requested meetings, briefings, and site visits. 3. Pre-Bid Conference/s The first pre-bid conference shall be on 23 February 2016 at 2 p.m. at the PNOC RC Conference Room. Succeeding pre-bid conference/s may be held as deemed necessary by PNOC RC. Prospective bidders or their duly authorized representatives are enjoined to attend this/these conference/s. The pre-bid conference/s will be the forum to discuss the Subject Property, Terms of Reference and Bid Documents including the Annexes, as well as to clarify issues that the prospective bidders may raise. Should PNOC RC consider any modification/s resulting from the discussions during the Pre-bid conference/s, the corresponding bid bulletin/s shall be issued by PNOC RC and shall be binding to all prospective bidders. Page 8 of 19

To ensure that all prospective bidders are informed of any amendments, PNOC RC must be informed of their contact persons, telephone/fax numbers, office and e-mail addresses. 4. Unit Base Price The unit base price, exclusive of 12% VAT, set by PNOC RC is as follows: LOCATION LOT NO. SQM PRICE/SQM RENTAL PER SQUARE METER RENTAL VALUE (PER MONTH) RENTAL VALUE (PER ANNUM) SAN ROQUE, BAUAN, BATANGAS 7661 1,202 8,300.00 34.57 41,553.14 498,637.68 SAN MIGUEL,BAUAN,BATANGAS 10822 899 4,400.00 18.33 16,478.67 197,744.04 SAN MIGUEL,BAUAN,BATANGAS 8926 2,340 8,300.00 34.57 80,893.80 970,725.60 SAN MIGUEL,BAUAN,BATANGAS 8935 5,302 4,400.00 18.33 97,185.66 1,166,227.92 SAN MIGUEL,BAUAN,BATANGAS 8933 4,360 4,400.00 18.33 79,918.80 959,025.60 SAN MIGUEL,BAUAN,BATANGAS 8932 5,175 4,400.00 18.33 94,857.75 1,138,293.00 SAN MIGUEL,BAUAN,BATANGAS 8927 4,635 4,400.00 18.33 84,959.55 1,019,514.60 23,913 495,847.37 5,950,168.44 5. Submission of Pre-Qualification and Bid Documents Two (2) sets each of the pre-qualification documents and bid documents shall be submitted in separate sealed envelopes properly labeled as Pre- Qualification Documents and Bid Documents, and must be dropped at the Bid Box located at the PNOC RC Lobby, Ground Floor (Reception Area) Building 5, PNOC Building at or before 1:00 P.M. of 10 March 2016. The wall clock time at the Lobby shall be observed. No pre-qualification and bid documents shall be accepted nor be allowed to be withdrawn after 1:00 P.M. of the same date. a. To be enclosed in the sealed Pre-Qualification Document envelope are the following documents: Page 9 of 19

1) The authority to bid of the representative of a partnership/ corporation/association The representative of the prospective bidder must submit an original notarized Special Power of Attorney or Board Resolution, as the case may be, to show proof of his designation and extent of authority granted as the official representative in the bidding. 2) Legal Documents For Individuals: Certified true copy of the birth certificate issued by the local Civil Registrar or NSO or Certificate of Naturalization or passport or any other document to prove the citizenship and the lawful age. For government-owned or controlled corporations/government financial institutions/public corporations: Certified true copy of the charter creating the corporation/institution or other incorporation papers from the SEC, and other documents to prove that it is a government/public corporation or institution. For partnership/corporation/association: Certified true copy of DTI/SEC registration and certification that the partnership/corporation/association is 60% owned by citizens of the Philippines and organized and registered under Philippine Laws. 3) Per Executive Order (E.O.) No. 398, a tax clearance for 2013 issued by BIR must be submitted to prove the full and timely payment of taxes. Notwithstanding the pre-qualification of the Winning Bidder, PNOC RC reserves the right to review and validate all pre-qualification documents and other relevant information before the award of the contract. b. To be enclosed in the sealed Bid Document envelope are the following: 1) The Bid Form (Annex 2 ) duly signed by the prospective Bidder or his duly authorized representative on each of the two pages; and 2) The Bid Security equivalent to at least three (3) months rent. All bids submitted without such Bid Deposit in the proper form and amount shall be automatically disqualified. Page 10 of 19

Failure to enclose any one of the abovementioned documents in the Bid Document envelope shall be a ground for automatic disqualification. 6. Opening of Bids a. Only the bids of Bidders who have purchased the Terms of Reference and have paid the official fees thereof shall be opened and considered. b. The opening of the Pre-qualification and Bid Document envelopes shall be made in the presence of the bidders or their duly authorized representatives and shall be conducted by the Committee and witnessed by the COA representative/s and other invited observers. c. The Committee shall first open the sealed pre-qualification envelopes at 2:00 P.M. on 10 March 2016 at the PNOC RC Conference Room. d. The sealed Bid Document envelopes of qualified bidders shall be subsequently opened. e. The Bid Documents of unqualified bidders shall be returned to the Bidders forthwith. 7. Evaluation of the Bids a. The Committee shall reject a bid that does not comply with the conditions or requirements of the TOR and Bid Documents. b. If the proposal of a bidder includes the introduction of improvements on the Subject Property, the Committee shall then consider the net present value of the total cost of lease. c. The Committee shall check all mathematical computations and extensions made to arrive at the total bid price. d. In case of run-off bidding mentioned under Article III (H)(8) hereof, the Committee shall disqualify the bidder who does not comply with the required additional bid security. 8. Run-Off Bidding In the event that two or more bidders submitted the same bid price, the concerned bidders will be requested to submit another sealed bid within a period of two (2) hours. The concerned bidders may improve or maintain their original bids. Page 11 of 19

In case an improvement was made on the original bid, the concerned bidders shall submit their additional bid deposits in the form of cash, Cashier s or Manager s Check payable to PNOC RC and drawn from any universal bank or a combination thereof, in the sealed envelope containing the incremental improvements to their original bids to fully cover the bid security required. Should the second bidding still result in a tie, a run-off bidding will again be conducted until the tie is broken and an award is made. The opening of the second sealed bids shall commence immediately after the allotted time given to the concerned bidders. Failure to enclose the required additional bid security based on their respective improved bids shall automatically disqualify the failing bidder and the bidder who complies with the required bid security based on their improved bid shall be declared winner. 9. Post-Evaluation of the Bids a. The Committee shall conduct a validation of all pre-qualification and bid documents submitted by the participating bidders, including the bid deposit. b. The Committee shall reject a bid whose pre-qualification and bid documents have been found to contain misrepresentations. c. The bidder with the highest unit bid price, equal to or higher than the unit base price and who is fully complying with all the terms and conditions contained in the TOR and Bid Documents shall be declared the Winning Bidder. d. The Committee shall submit to PNOC RC s Board of Directors the bid evaluation report and recommendation for award. 10. Return of Bid Documents The Bid Document envelopes shall be returned unopened if there are less than two (2) prospective bidders or if there are no competing bids. 11. Award of Bid The Winning Bidder shall be informed of the acceptance of his/its bid through a written Notice of Award to be issued once the PNOC RC Board approves the Winning Bidder upon the recommendation of the Committee. In the event that the highest complying bidder refuses or fails to make good his/its bid by entering into contract with PNOC RC and paying the required Page 12 of 19

amount within the time provided in this TOR, the second highest complying bidder shall be considered for award. This rule shall likewise apply to the third highest complying bidder in case the second highest complying bidder refuses or fails to enter into contract and pay the required amount within the prescribed period stated under Article IV (A). 12. Return of Bid Security Bid security of unsuccessful bidders shall be returned without interest within three (3) working days upon execution of the Lease Agreement by PNOC RC with the Winning Bidder, and after submission of an undertaking stipulating that it is waiving any right it may have to seek and obtain a writ of injunction or prohibition or restraining order against PNOC RC to prevent or restrain the qualification proceedings related thereto, the award of the contract to the Winning Bidder, and the carrying out of the awarded contract. Bid security of bidders who were automatically disqualified pursuant to the TOR and Bid Documents shall be returned immediately after opening of the sealed bids. 13. Protest Mechanism Any protest on the conduct of the bidding may be lodge by any person in writing within 24 hours from the opening of the bids to the Chairman of the Disposal Committee upon payment of a protest fee of P50,000. The Disposal Committee upon payment of the protest fee shall hold in abeyance the Notice of Award to the winning bidder and shall resolve the protest forthwith. 14. Forfeiture of Bid Security Any of the following shall be ground for the forfeiture of the bid security in favor of the PNOC RC: a. Any misrepresentation and/or breach of warranty made by the prequalified Bidder in the Bid or any of the required attachments. b. Failure or refusal of the Winning Bidder to enter into contract with PNOC RC within the prescribed period set herein. Page 13 of 19

IV. GENERAL CONDITIONS OF THE CONTRACT A. Period of Execution The Winning Bidder shall execute a Lease Agreement with PNOC RC within thirty (30) calendar days from receipt of the Notice of Award. Such contract shall become effective upon approval of the Board of Directors of PNOC RC. B. TOR, Bid Documents, and Annexes The TOR, Bid Documents and attached Annexes shall be deemed incorporated and considered as integral parts of the Contract, which must be faithfully complied with and performed by the Winning Bidder. C. Restrictions and Other Encumbrances The restrictions, encumbrances and/or easements indicated in this TOR and Bid Documents, including amendments thereto, shall be binding on the Winning Bidder, his/its heirs, successors and assigns. D. Other Undertakings / Responsibilities of the Winning Bidder 1. The Winning Bidder shall comply with all existing laws, ordinances, rules and regulations or orders of the local and national government arising from or regarding the lease of the Subject Property. Penalties for violations shall be chargeable to the Winning Bidder, which holds PNOC RC free and harmless thereof. 2. Pay whatever taxes and licenses and secure permits as may be necessary/ required by the national or local government in the pursuit of their business operation, including, among others, the Value-Added Tax and real property taxes due from the Subject Property upon the Winning Bidder s taking over of possession thereof. 3. The Winning Bidder shall be solely responsible for any damages, liabilities or responsibilities to any person or property as a consequence of his/its use of the Subject Property, or any of its agents, employees or the public at large. 4. For its sole account, pay for the installation and use of electrical facilities as well as the security and other utility services of the leased premises. 5. Provide visitorial rights to PNOC RC s duly authorized representative/s. Page 14 of 19

6. Execute documents transferring title of all permanent or temporary improvements and facilities introduced by the Winning Bidder on the Subject Property. 7. The Winning Bidder shall be responsible for the payment of the annual real estate tax for the Subject Property and improvements therein during the duration of the awarded term. For 2014, the Winning Bidder shall likewise pay the said taxes if it has not yet been paid by PNOC RC after the award of the contract. E. Other Undertakings / Responsibilities of PNOC RC 1. PNOC RC shall always retain regulatory and oversight functions over the entire Subject Properties and all development therein. 2. PNOC RC shall issue the necessary permit/s authorization to the Winning Bidder to undertake survey in accordance with the lot location plan. 3. Deviations from the provisions in the Guidelines may be allowed only after the written approval of the PNOC RC, which shall evaluate said proposed deviations against the intents and objectives of the Guidelines. F. Termination of Contract In case of violation by the Winning Bidder of any provision in the contract, the PNOC RC shall have the right to extra-judicially terminate the contract. In such event, the PNOC RC shall give the Winning Bidder a written notice of such termination two (2) months prior to such termination date, which shall be final and binding on the parties. Any amount due and unpaid from the Lessee, including damages, if any, shall be collected from the three-month lease deposit, and immediately pay the balance, without need of written demand, in the event the said three (3) month rental deposit be insufficient. G. Force Majeure Either party shall not be liable to the other for damages caused by force majeure, such as but not limited to, civil strife, acts of terrorism and acts of safety attributable to its own fault. H. Resolution of Conflict In the event that such dispute, claim, controversy or disagreement cannot be settled amicably within thirty (30) calendar days after a written notice to resolve such dispute, claim, controversy or disagreement is received by a Party, the same shall be settled by arbitration in the Philippines, administered by the Page 15 of 19

Philippine Dispute Resolution Center, Inc. ( PDRCI ), in accordance with the provisions of Republic Act. No. 9285, otherwise known as Alternative Dispute Resolution Act of 2004. Page 16 of 19

ANNEX 1 LOCATION OF PROPERTY Page 17 of 19

ANNEX 2 BID FORM PNOC Renewables Corporation G/F PNOC Bldg. 5, Energy Center, Rizal Drive BGC, Taguig City Telefax: 812-0991 Contract Title: Lease of OFFICIAL BID FORM Date Bid Prepared: LOT NO. AREA ( IN SQM ) Security Guards 3 RATE /SQM TOTAL (A x R X 12 Mos.) Security Guards for Rizal Hydropower Plant, Rizal, Nueva E 3 GRAND TOTAL GRAND TOTAL (in figures) GRAND TOTAL (in words) NOTE: In case of erasures, please have it countersigned by your authorized representative. The undersigned submits the foregoing bid with full knowledge and consent that PNOC RC has the right to reject any or all bids and accept only those that are considered most advantageous to PNOC RC and / or the government. Name of Company : Address : Telephone Nos. : Authorized Representative : (Signature over Printed Name) Page 18 of 19

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