TERMS OF REFERENCE
PROCUREMENT OF CONSULTING SERVICES FOR THE FORMULATION AND
IMPLEMENTATION OF A DIVESTMENT STRUCTURE FOR THE SUBIC BAY
1. BACKGROUND / RATIONALE
The Subic Bay Metropolitan Authority (“SBMA”) intends to divest itself of the
operation and management of the Subic Bay International Airport (SBIA). The SBMA
recognizes the potential of the SBIA as a transportation hub for business, general
aviation and charter flight operations. To achieve that goal, it needs the participation of
the private sector not only for the investment it can provide but also the expertise
necessary to run the operations and management of the SBIA towards it growth.
The SBMA board on its regular session approved a resolution for the SBIA to
undergo a divestment proceeding.
To further enhance its potential and to attract more investments, the Subic Bay
Metropolitan Authority has recently commenced a program of rehabilitation and
upgrading of the communications, navigational and surveillance equipment of the Subic
Bay International Airport using funds provided by the National Government to restore
its reliability and capability as an International Airport allowing aircraft to operate under
instrument Flight Rules (IFR).
The operation and management of the Subic Bay International Airport by the Subic
Bay Metropolitan Authority is provided for under Republic Act No. 7227. The divestment
arrangement shall be governed and guided by Republic Act No. 6957, as amended by
Republic Act No. 7718, otherwise known as the “BOT Law”, and its Implementing Rules
and Regulations (IRRs) or the NEDA Joint Venture (JV) Guidelines or other
appropriate laws relevant to the chosen mode of divestment.
The information in this TOR is given to assist prospective CONSULTING FIRMS
engaged in the provision of consulting services in the preparation of their proposal and / or
serve as a guide in the performance of the required services if awarded the contract. The
SBMA does not guarantee the accuracy and completeness of the information contained
herein or its various attachments. In all cases, interested parties should conduct and exert
their own diligence, investigations, and projections for the proposed project:
None of the information herein will be used by the recipient or any of its employees or
representatives in any manner whatsoever, in whole or in part, other than in connection
with its evaluation of works for the purposes of considering the provisions of services
Without limiting the generality of the foregoing, the recipient will not reproduce this
TOR to any person other than a limited number of the recipient employees or
representatives who have a clear need to know such information; and
Any proposed action by the recipient which is inconsistent in any way with the
foregoing agreements will require written consent from the SBMA.
While the SBMA is open to all applications from qualified parties, SBMA reserves the
right to reject any and all bids for this consulting services, declare a failure of bidding, or
not award the contract in accordance with Section 41 Reservations Clause of RA 9184.
3. OBJECTIVES AND EXPECTED RESULTS
The overall objective of this Terms of Reference is to procure and engage the
services of a consulting firm to identify and formulate a mode of divestment for the Subic
Bay International Airport that is consistent with the policies and programs of the Subic
Bay Metropolitan Authority. The formulated mode of divestment shall ensure that all areas of
concern, all possible options and their implementation have been carefully considered.
At the end of the consulting services it is expected that a suitable and advantageous
form of divestment shall have been identified, formulated and ready for implementation
which shall include all the articulated outputs and results mentioned above and in the
Scope of Services of this TOR.
It shall have the following results and outputs:
a. Identification of the most suitable and advantageous form of divestment.
b. Identification and mitigation of all areas of concern: Legal, Financial, Technical and
the Socio- Economic implications to affected stakeholders.
c. Incorporation of the existing MOA with the AFP in the divestment arrangement.
The provisions for the utilization of joint areas along the SBIA for AFP operations
as indicated in the MOA should be included in the planning and development of the
Airport facilities and operations.
d. Determination of the full utilization of airport assets and to come up with an
inventory and database of airport-owned properties through an Airport Asset
Management Program, including but not limited to the existing hangars/buildings
and spaces vacant building space and land available for commercial development,
as well as their site-specific attributes.
4. SCOPE OF SERVICES
The CONSULTING FIRM’s scope of services is outlined below and described in detail
in Annex “E” of this Terms of Reference. The consulting firm shall provide professional
services in performing these works to ensure that the desired results stated in the above
objectives are met through advanced methods and techniques in accordance with the
requirements set forth herein. The services to be performed are divided in two phases listed
A. Phase I: Inception Phase
Familiarization of the Undertaking based on existing relevant documents
regarding the Subic Bay International Airport and the extent of its aerodrome
Presentation and discussion of the consulting firms plans and programs to
attain the desired result of this Terms of Reference to the representatives of the
Submission of inception report and the first monthly report
B. Phase II: Divestment Scheme Identification and Preparation
Under this phase, the consulting firm should accomplish the following:
Formulation of the Proposed Divestment Scheme
Preparation of Divestment Agreements and Any Ancillary Agreements:
Preparation/Compilation of Bid Tender documents for the chosen mode of
divestment and the necessary and required inclusions therein;
Financial and Economic Analyses of the chosen mode of divestment
Other outputs as required
5. TIMELINES AND DELIVERABLES
Commencement Date and Period of Consulting Services
The consulting service with the desired results shall be completed within a
period of 4 months commencing from the date stated on the Notice to Proceed
(NTP). Phase I shall be for a period of three weeks, Phase II for a period of three
Refer to Annex A for an illustration of the indicative implementation timeline of
the consulting service.
Submission of Reports
Within seven (7) days from the date of commencement indicated in the Notice
to Proceed of the consulting service, the consulting firm shall submit to and discuss
with SBMA its plans and programs in achieving the intended results and outputs
stipulated in this Terms of Reference.
An electronic copy of the report shall be provided to SBMA in every submission
of the hard copy.
The Inception Report shall include, among others, the approved detailed plans
and programs, the description of the corresponding activities as stated in Phase I,
Section 4, Scope of Services, milestones to be accomplished and the approaches
and methodologies to be utilized in the formulation of the Study. It shall be
submitted three weeks after the date of the Notice to Proceed.
The Monthly Progress Reports shall include updates on the physical and
financial accomplishments of each activity under Section 4, Scope of Services,
detailed in Annex E and other works as stipulated in this Terms of Reference,
including the difficulties encountered and measures taken to overcome them.
Submission of this is within 3 calendar days from end of agreed month period.
The Draft Final Reports and Documents, which shall be submitted to
concerned SBMA Department or Committee for final approval, shall consist of the
consolidated monthly reports, the Draft Bid Tender Documents and other required
outputs listed in this Term of Reference. This is to be submitted two (2) months
after the review and approval of the Inception Report.
The Final Bid Tender Documents, which shall be submitted to concerned
SBMA Department or Committee for final approval, shall consist of the
consolidated monthly reports, the Final Bid Tender Documents and other required
outputs listed in this Term of Reference. It shall be submitted one (1) month after
the submission of the Draft Reports and Documents.
The Final Report which shall be submitted to SBMA for final approval shall
consist of all the consolidated deliverables and