2009 R - 170 - CONFIRMING THE NEGOTIATIONS AND APPROVING THE TERMS OF REFERENCE, GUIDELINES AND SCHEDULE OF ACTIVITIES RELATIVE TO THE SWISS

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON NOVEMBER 10, 2009, AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - - - City Vice-Mayor & Presiding Officer

Hon. Gina Gulanes-Perez - - City Councilor

Hon. Rodel S. Cerezo- - - “ “

Hon. Sarah Lugerna Lipumano-Garcia - - “ “

Hon. Edwin J. Piano- “ “

Hon. Angelito W. Baloy - - - “ “

Hon. Aquilino Y. Cortez, Jr. - - “ “

Hon. Anselmo A. Aquino- - - “ “

Hon. Elena C. Dabu- - - - “ “

Hon. Jonathan G. Manalo- - - “ “.

Hon. Cheenee F. Hoya- - - - SK Federation President

ABSENT:

Hon. John Carlos G. delos Reyes- - - - City Councilor

RESOLUTION NO. 170

(Series of 2009)

A RESOLUTION CONFIRMING THE NEGOTIATIONS AND APPROVING THE TERMS OF REFERENCE, GUIDELINES AND SCHEDULE OF ACTIVITIES RELATIVE TO THE SWISS/ COMPETITIVE CHALLENGE MODEL FOR THE LONG-TERM LEASE OF THE OLONGAPO CITY MALL

WHEREAS, pursuant to City Council Resolution No. 162 (Series of 2009) dated 28 October 2009, the “Swiss/Competitive Challenge” method was adopted as a proper and legal mode for the awarding of a long-term lease contract over the Olongapo City Mall property, and at the same time, the unsolicited proposal of SM Prime Holdings, Inc. was accepted, relative to which the Hon. City Mayor James Gordon, Jr. was authorized to form a committee to negotiate and formalize with SM the applicable terms of reference for the said Competitive/Swiss Challenge exercise, with overriding consideration to public welfare;

WHEREAS, in the conduct of activities relative to the Competitive/Swiss Challenge exercise, the proper legal safeguards must be put in place, to ensure that the same is transparent and competitive, and that only the best feasible terms and conditions shall be secured consonant with the City’s best interests;

WHEREAS, as enunciated by the Supreme Court Decision in JG Summit Holdings, Inc. vs. Court of Appeals dated 20 November 2004 citing Department of Justice Opinion No. 93 (Series of 2000), to constitute a valid Competitive/Swiss Challenge procedure, there must be (a) an offer to the public; (b) an opportunity for competition; and (c) a basis for comparison of competing bids, if any be submitted;

WHEREAS, these requisite legal safeguards to ensure transparency and competitiveness in the bidding process must be contained and embodied in a Terms of Reference (TOR), and the activities relative thereto clearly outlined in a Schedule of Activities;

NOW, THEREFORE, on motion of City Councilor Edwin J. Piano co-sponsored by City Councilors Gina G. Perez, Rodel S. Cerezo, Aquilino Y. Cortez, Jr., Anselmo A. Aquino, Elena C. Dabu, Jonathan G. Manalo and Cheenee F. Hoya, with the majority decision of the Members of the Sangguniang Panlungsod present;

RESOLVED, AS IT IS HEREBY RESOLVED, by the Sangguniang Panlungsod in session assembled, to confirm, as it hereby confirms the Negotiations and Approving the Terms of Reference, Guidelines and Schedule of Activities Relative to the Swiss/Competitive Challenge Model for the Long-Term Lease of the Olongapo City Mall.

APPROVED, November 10, 2009.

CYNTHIA G. CAJUDO

City Vice-Mayor & Presiding Officer

GINA GULANES-PEREZ JOHN CARLOS G. DELOS REYES

City Councilor City Councilor

(Absent)

RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA

City Councilor City Councilor

(Opposed)

EDWIN J. PIANO ANGELITO W. BALOY

City Councilor City Councilor

(Opposed)

AQUILINO Y. CORTEZ, JR. ANSELMO A. AQUINO

City Councilor City Councilor

ELENA C. DABU JONATHAN G. MANALO

City Councilor City Councilor

CHEENEE F. HOYA

SK Federation President

ATTEST:

ELFLIDA S. SALMON

Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON _____________________.

JAMES GORDON, JR.

City Mayor

ATTEST:

DELFIN A. JUICO, JR.

Secretary to the City Mayor

2009 R - 169 - APPROVING THE JOINT RECOMMENDATION OF THE NEGOTIATION TEAM OF THE CITY AND SM PRIME HOLDINGS, INC. RELATIVE TO THE UNSOLICITED PROPOSAL

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON NOVEMBER 10, 2009, AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - City Vice-Mayor & Presiding Officer

Hon. Gina Gulanes-Perez - - City Councilor

Hon. Rodel S. Cerezo- - - - “ “

Hon. Sarah Lugerna Lipumano-Garcia - “ “

Hon. Edwin J. Piano- - - “ “

Hon. Angelito W. Baloy - “ “

Hon. Aquilino Y. Cortez, Jr. -“ “

Hon. Anselmo A. Aquino- - “ “

Hon. Elena C. Dabu- - - - “ “

Hon. Jonathan G. Manalo- - - “ “.

Hon. Cheenee F. Hoya- - - SK Federation President

ABSENT:

Hon. John Carlos G. delos Reyes- - City Councilor

RESOLUTION NO. 169

(Series of 2009)

A RESOLUTION APPROVING THE JOINT RECOMMENDATION OF THE NEGOTIATION TEAM OF THE CITY AND SM PRIME HOLDINGS, INC. RELATIVE TO THE UNSOLICITED PROPOSAL FOR THE LONG-TERM LEASE OF THE OLONGAPO CITY MALL

WHEREAS, under Section 16 of the Local Government Code of 1991 (RA No. 7160), Local Government Units are mandated to promote the general welfare of its people, particularly by, among others, enhancing economic prosperity and social justice, and promoting full employment;

WHEREAS, under Section 18 of the Local Government Code of 1991 (RA No. 7160), Local Government Units are, among others, empowered to lease its real property and/or apply its resources and assets for productive, developmental, or welfare purposes;

WHEREAS, while under Executive Order No. 72 (1987) Local Government Units, through its local chief executive, may enter into direct negotiation for the lease of its properties, the City utilized the public bidding procedure to ensure greater transparency in the process and competitiveness in securing terms and conditions most beneficial to the entire community;

WHEREAS, pursuant to City Council Resolution No. 79 (Series of 2009) dated 24 June 2009, the Hon. City Mayor James Gordon, Jr. was granted authority to negotiate, enter into, and sign a long-term lease agreement with the winning bidder and to prepare the Terms of Reference (TOR) regarding such bidding regarding the Olongapo City Mall;

WHEREAS, the TOR for the aforesaid bidding was formulated and embodied in City Council Resolution No. 114 (Series of 2009) dated 19 August 2009, which was however repealed/superseded by City Council Resolution No. 158 (Series of 2009) dated 21 October 2009 which was promulgated by the City Council to secure the best possible terms and optimum benefits from the long-term lease of the Olongapo City Mall;

WHEREAS, on 22 October 2009, SM Prime Holdings, Inc., a respected major mall developer with an estimated capitalization of Twenty Billion Pesos (PHP20,000,000,000.00) in the country submitted to the City Government of Olongapo, an unsolicited proposal whereby it proposed to lease the Olongapo City Mall with the proposed terms that, among others, it shall automatically assume the City’s obligations with the Land Bank of the Philippines and the Development Bank of the Philippines in the estimated amount of One Hundred Twelve Million Six Hundred Twelve Thousand and Three Hundred Eight Pesos (PHP 112,612,308.00) and shoulder the entire redevelopment cost of the Olongapo City Mall, these aside from remitting lease/rent payments to the City;

WHEREAS, on 28 October 2009, the City Council approved Resolution No. 162 (Series of 2009) essentially (a) approving the “Swiss/Competitive Challenge” method as a proper and legal mode for the awarding of a long-term lease contract over the Olongapo City Mall property, (b) accepting SM’s unsolicited proposal, and (c) authorizing the Mayor to form a committee to negotiate and formalize with SM the applicable terms of reference for the above-described Swiss/Competitive Challenge exercise (the “Committee”), with the foregoing subject to auditing regulations and other pertinent rules;

WHEREAS, as elucidated under Commission on Audit (COA) Decision No. 2009-064 dated 20 July 2009, the Swiss/Competitive Challenge Mode of public bidding is legally sanctioned as “it approximates the nature of public bidding which are essentially transparency and competitiveness”;

WHEREAS, pursuant to the foregoing, the Finance Committee reviewed the unsolicited proposal of SM Prime Holdings, Inc. and thereafter presented to the latter, the terms acceptable and beneficial to the City, with due regard to public interest;

WHEREAS, pursuant to the mandate of transparency and competitiveness in the bidding process, the terms and conditions distilled from the City’s negotiations with SM Prime Holdings, Inc. is embodied in a Memorandum of Agreement which must be confirmed as a condition precedent, subsequent to which the unsolicited proposal to be made subject of the competitive challenge shall be made public;

NOW, THEREFORE, on motion of City Councilor Edwin J. Piano co-sponsored by City Councilors Gina G. Perez, Rodel S. Cerezo, Aquilino Y. Cortez, Jr., Anselmo A. Aquino, Elena C. Dabu, Jonathan G. Manalo and Cheenee F. Hoya with the majority decision of the Members of the Sangguniang Panlungsod present;

RESOLVED, AS IT IS HEREBY RESOLVED, by the Sangguniang Panlungsod in session assembled, to approve, as it hereby approves the Joint Recommendation of the Negotiation Team of the City and SM Prime Holdings, Inc. relative to the Unsolicited Proposal for the Long-Term Lease of the Olongapo City Mall.”

APPROVED, November 10, 2009.

CYNTHIA G. CAJUDO

City Vice-Mayor & Presiding Officer

GINA GULANES-PEREZ JOHN CARLOS G. DELOS REYES

City Councilor City Councilor

(Absent)

RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA

City Councilor City Councilor

(Opposed)

EDWIN J. PIANO ANGELITO W. BALOY

City Councilor City Councilor

(Opposed)

AQUILINO Y. CORTEZ, JR. ANSELMO A. AQUINO

City Councilor City Councilor

ELENA C. DABU JONATHAN G. MANALO

City Councilor City Councilor

CHEENEE F. HOYA

SK Federation President

ATTEST:

ELFLIDA S. SALMON

Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON _____________________.

JAMES GORDON, JR.

City Mayor

ATTEST:

DELFIN A. JUICO, JR.

Secretary to the City Mayor

2009 O - 30 - REVERTING THE AMOUNT OF PHP500,000.00 FROM THE ITEM LOANS PAYABLE UNDER MAINTENANCE AND OTHER OPERATING EXPENSES

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON OCTOBER 7, 2009 AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - - City Vice-Mayor & Presiding Officer

Hon. Gina Gulanes-Perez - - - City Councilor

Hon. John Carlos G. Delos Reyes- - “ “

Hon. Rodel S. Cerezo - - - “ “

Hon. Sarah Lugerna Lipumano-Garcia- - “ “

Hon. Edwin J. Piano - - - - - “ “

Hon. Angelito W. Baloy - “ “

Hon. Aquilino Y. Cortez, Jr.- - - “ “

Hon. Elena C. Dabu- - - “ “

Hon. Jonathan G. Manalo- “ “

Hon. Cheenee F. Hoya- - - - - SK Federation President

ABSENT:

Hon. Anselmo A. Aquino- - - City Councilor

In the interest of the public service and on motion of City Councilor Jonathan G. Manalo, with the majority decision of the Members of the Sangguniang Panlungsod present,

RESOLVED, AS IT IS HEREBY RESOLVED, by the Sangguniang Panlungsod in session assembled, to enact the following Ordinance:

ORDINANCE NO. 30

(Series of 2009)

AN ORDINANCE REVERTING THE AMOUNT OF FIVE HUNDRED THOUSAND PESOS (PHP500,000.00) FROM THE ITEM LOANS PAYABLE UNDER MAINTENANCE AND OTHER OPERATING EXPENSES TO THE ITEM OTHER MACHINERIES AND EQUIPMENT UNDER CAPITAL OUTLAY OF THE OLONGAPO CITY MALL.

BE IT ORDAINED BY THE SANGGUNIANG PANLUNGSOD IN SESSION ASSEMBLED THAT:

SECTION 1. The amount of Five Hundred Thousand Pesos (PhP500,000.00) is hereby reverted from the item Loans Payable under Maintenance and Other Operating Expenses to the item Other Machineries and Equipment under Capital Outlay of the Olongapo City Mall.

SECTION 2. This Ordinance shall be subject to the usual Accounting and Auditing Rules and Regulations.

SECTION 3. The pertinent Letter Request of the Honorable City Mayor James Gordon Jr. dated October 6, 2009 and the letter of Mr. Honorio Gomez, OIC Mall Administrator dated September 29, 2009 shall be made as integral parts of this measure.

SECTION 4. This Ordinance shall take effect upon its approval.

APPROVED, October 7, 2009.

CYNTHIA G. CAJUDO

City Vice-Mayor & Presiding Officer

GINA GULANES-PEREZ JOHN CARLOS G. DELOS REYES

City Councilor City Councilor

RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA

City Councilor City Councilor

(Opposed)

EDWIN J. PIANO ANGELITO W. BALOY

City Councilor City Councilor

AQUILINO Y. CORTEZ, JR ANSELMO A. AQUINO

City Councilor City Councilor

(Absent)

ELENA C. DABU JONATHAN G. MANALO

City Councilor City Councilor

CHEENEE F. HOYA

SK Federation President

ATTEST:

ELFLIDA S. SALMON

Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON______________________.

JAMES GORDON, JR.

City Mayor

ATTEST:

DELFIN A. JUICO, JR.

Secretary to the City Mayor

2009 R - 114 - ADOPTING THE TERMS OF REFERENCE TO ENTER A LONG TERM LEASE AGREEMENT REGARDING THE OLONGAPO CITY MALL

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON AUGUST 19, 2009 AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - - City Vice-Mayor & Presiding Officer
Hon. Gina Gulanes-Perez - - - City Councilor
Hon. Rodel S. Cerezo - - - - “ “
Hon. Sarah Lugerna Lipumano-Garcia- - “ “
Hon. Edwin J. Piano - - - - “ “
Hon. Angelito W. Baloy - “ “
Hon. Aquilino Y. Cortez, Jr.- - - “ “
Hon. Anselmo A. Aquino- - “ “
Hon. Elena C. Dabu- - - - - - “ “
Hon. Jonathan G. Manalo- - - - “ “
Hon. Cheenee F. Hoya- - - - SK Federation President


ABSENT:

Hon. John Carlos G. Delos Reyes- - City Councilor
Hon. Carlito A. Baloy - - - President, Liga ng mga Barangay

RESOLUTION NO. 114
(Series of 2009)

A RESOLUTION ADOPTING THE TERMS OF REFERENCE TO ENTER A LONG TERM LEASE AGREEMENT REGARDING THE OLONGAPO CITY MALL BY AND BETWEEN THE OLONGAPO GOVERNMENT REPRESENTED BY THE HONORABLE CITY MAYOR JAMES GORDON, JR. AND THE WINNING BIDDER

WHEREAS, with majority decision of the members of the Sangguniang Panlungsod, a Resolution No. 54 (Series of 2008) was approved on April 23, 2008, entitled: “A Resolution Authorizing Hon. City Mayor James Gordon, Jr. To Prepare The Terms Of Reference To Bid Out For Long Term Lease, The Olongapo City Mall;”

WHEREAS, to streamline the requisites for the bidding of the long term lease of Olongapo City Mall (OCM), members of the Sangguniang Panlungsod approved Resolution No. 79 Series of 2009 on June 24, 2009, entitled: “A Resolution Superseding Resolution No. 54, Series Of 2008 And Such Other Previous Resolutions Inconsistent Thereto, Primarily Authorizing The Honorable City Mayor James Gordon, Jr. To Negotiate, Enter Into And Sign A Long Term Lease Agreement With The Winning Bidder, And To Prepare The Terms Of Reference Regarding Such Bidding, Consistent With This Resolution, Regarding The Olongapo City Mall;”

WHEREAS, the adoption of terms of reference is deemed necessary in entering a long term lease agreement regarding the Olongapo City Mall by and between the Olongapo Government represented by the Honorable City Mayor James “Bong” Gordon, Jr. between the winning bidder;

NOW, THEREFORE, on motion of Councilor Gina G. Perez co-sponsored by Councilors Rodel S. Cerezo, Edwin J. Piano, Angelito W. Baloy, Aquilino Y. Cortez, Jr., Anselmo a. Aquino, Elena C. Dabu, Jonathan G. Manalo and Cheenee F. Hoya, with unanimous accord of Sangguniang Panlungsod, the following conditions in the Terms of Reference resolved to be satisfied:


TERMS OF REFERENCE

1. The term of the lease shall be forty-eight (48) years to commence December 1, 2009.

2. The Annual Lease Rate shall be based on a fixed annual lease amount which shall be assessed and approved by the City and contained in the agreement to be entered into with the winning bidder/lessee. In choosing the fixed annual lease amount, the City will be guided but not limited to an amount within the range of 5% - 10% of the prevailing gross rentals inclusive of the rental income of OCM for existing retail space at the time of bidding and the appropriate market-determined property value benchmarks, whichever provides the best long term value for the City. The following to be excluded in the determination of the Fixed Annual Lease Rate:

a. To encourage expansion and development by lessee, the City will not consider future income that the lessee may generate from additional structures or trade space erected by the lessee during the term of the lease contract.

b. Likewise, considering that the lessee will manage and operate the OCM for the duration of the lease at its exclusive cost and expense, CUSA charges, parking fees, exhibit fees and all other sources of mall revenues will not form part of gross rentals as mentioned in par. 2 above.

3. The lease and the agreed rental amount will cover and include the following area/s, rights and assets:

a. Areas:

 All existing property inclusive of but not limited to the mall structures, improvements, the parking area/s, the creek side improvements.

The above notwithstanding, it is understood that the winning bidder, as the lessee will not own any of the above assets. Further, all existing liabilities of OCM will be for the account of and paid by the City.

b. Rights:

 The lessee will have absolute control of the management and operation of the OCM subject to the provisions elsewhere in this document.

 The right to all rental income from all the OCM’s existing and future lessees/stall occupants within the entire 48-year lease.

 The entire amount corresponding to the security deposits of the existing tenants will be credited to the account of the lessee. Thus, the winning bidder will be exclusively responsible to and liable for the security deposits of all tenants.

c. Equipment:

The lessee will have full use of all equipment which are or may be found on the properties subject of the lease.

4. OCM has been a profitable venture for the City. To ensure continued earnings and stability, management of the mall must be awarded only to a reputable business entity or group with an established track record in retail operations and strong financial capacity. Pursuant to the latter, all bidders must meet the following minimum criteria:

 A publicly or privately held corporation or group of companies with common majority shareholders which has been directly engaged in the management of a retail and/or store leasing operations for a period of at least twenty (20) years;

 The bidder must have a minimum of Php 1.0 Billion annual sales revenues and an aggregate bank credit line facility of Php 1.0 Billion either through group shared lines or individual corporate lines;

 The bidder must be operating profitably based on the last five (5) years as per audited financial statements;

 The bidder must have no record of loan delinquency with creditors. For this purpose, “delinquency” is defined as any record of delayed or defaulted loan payments; and,

 The net worth of the bidder must be at least Php 150 Million as per its 2008 Audited Financial Statements.

5. All bid proposals for the lease of the above described property, rights and assets must contain all of the following:

a. A provision for funding the service and retirement of all existing obligations of the OCM with the Development Bank of the Philippines (DBP) and the Land Bank of the Philippines (LBP). These obligations, as per the original terms of credit with said banks, amount to One Hundred Fifty One Million Pesos (Php 151,000.000) amortized on varying dates over the next ten (10) years.

b. An unequivocal declaration by the bidder to comply with the payment schedule set by DBP and LBP and contained in the loan agreements with the City. If the amounts to service and retire the bank obligations of the OCM/City be in excess of the agreed final amount of the annual lease, said excess will be considered as advances on and applied as payment/s for future lease obligations.

6. As part of City’s effort to implement genuine and full privatization of business-related government assets and entice credible bidders, barring any legal restrictions, the winning bidder shall be given the option to “offer to purchase” the OCM property & Calvary Property at any time during the lease period. Lease payments made prior to the exercise of said option and actual purchase will form part of and be applied as payment of the agreed purchase price. Further:

a. All realty taxes for the subject property/ies including any additional structures, improvements and/or renovations shall be for the account of and paid by the City.

b. However, should the winning bidder/lessee opt to exercise the option given in par. 6 above, realty taxes will be for the account of and paid by the winning bidder/lessee starting the date that titles thereto is/are transferred to it by the City.

7. On the other hand, in the event a third party offers to purchase the OCM and/or Calvary properties, the lessee is given and has the “right of first refusal.” In the event the lessee opts not to exercise its right of first refusal, the City may sell the same to the third party. However, it is understood that the City will ensure in an appropriate agreement prior to the sale that the third party/buyer will respect and honor the 48-year lease between the winning bidder/lessee and the City.

8. The winning bidder will have the option to pre-terminate the lease at any time and for whatever reason provided that written notice of pre-termination must be given at least Three Hundred Sixty (360) days prior to intended date thereof. Pre-termination as per these guidelines will be subject to any penalties.

9. The winning bidder shall be required to put up a performance bond equivalent to an amount to be determined within the range of 5%-10% of the present value of the overall value of the lease contract for its 48-year term. The performance bond shall apply to the period the loans of the bank remain outstanding. Once all outstanding loans, as of the bid date, are fully paid, the winning bidder will no longer be compelled to put up a performance bond.

10. The winning bidder shall assume and exercise full management discretion and authority over the OCM for the entire term of the lease contract subject to par. 8 above. Accordingly, the winning bidder/lessee will have the exclusive control and management of OCM and the Calvary properties such as but not limited to the following:

 Autonomy in decision-making vis-à-vis management and/or operations.

 Review, evaluate, amend, change or modify all existing operational practices which the lessee may deem necessary including but not limited to the contracts with the tenants of the OCM.

 Exclusive right to all revenues and liability for all expenses of OCM and use of all OCM funds.

11. To ensure the success of the transfer of the management and operations of the OCM, the City shall respect the autonomy and financial authority of the winning bidder over the leased properties. Hence,

b. For the duration of the lease, the City will not mortgage or collateralize the property and buildings of the OCM for the purpose of securing debt of any kind the term of the lease contract.

c. To encourage winning bidder to invest in mall improvements, equipments and machinery to the existing structure of the OCM, the winning bidder/lessee will be allowed, enjoy and/or granted the following rights and/or privileges:

 It can build additional structures and facilities within the leased premises and/or enhance existing structures and facilities.

 It can remove said improvements, equipments and machinery upon pre-termination or conclusion of the lease without any penalties or fees. However, in this instance, the lessee will have to undertake all repairs of the mall facilities made necessary by the pull out of improvements or machineries.

 On the other hand, the City may request that said improvements, machinery and/or equipment be left behind. In this instance, the lessee will be compensated by the City for the depreciated value thereof base on a 10-year life.

 The winning bidder/lessee will be granted tax exemption and a tax holiday from locally mandated taxes for the first five (5) years of the lease contract.

 The existing jeepney terminal will be retained by the City at its current location for the entire term of the lease. In the event that there are serious concerns and need to relocate the said terminal, the lessee will be given the option to provide a space for the terminal within the OCM area.

12. In fairness to and consideration of the winning bidder, effective immediately, the City will desist from renewing any tenant contract and will only extend these existing contracts until December 31, 2009, at which time a winning bidder will have been determined.

RESOLVED, AS IT IS HEREBY RESOLVED, by Sangguniang Panlungsod in session assembled, to adopt, as it hereby adopts the terms of reference to enter a long term lease agreement regarding the Olongapo City Mall by and between the Olongapo City Government represented by the Honorable City Mayor James Gordon, Jr. and the winning bidder.

APPROVED UNANIMOUSLY, August 19, 2009.


CYNTHIA G. CAJUDO
City Vice-Mayor & Presiding Officer


GINA GULANES-PEREZ JOHN CARLOS G. DELOS REYES
City Councilor City Councilor
(Absent)


RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA
City Councilor City Councilor

EDWIN J. PIANO ANGELITO W. BALOY
City Councilor City Councilor

AQUILINO Y. CORTEZ, JR ANSELMO A. AQUINO
City Councilor City Councilor

ELENA C. DABU JONATHAN G. MANALO
City Councilor City Councilor


CARLITO A. BALOY CHEENEE F. HOYA
President, Liga ng mga Barangay SK Federation President
(Absent)

ATTEST:

ELFLIDA S. SALMON
Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON______________________.


JAMES GORDON, JR.
City Mayor

ATTEST:

DELFIN A. JUICO, JR.
Secretary to the City Mayor

2009 R - 79 - SUPERSEDING RES. NO. 54, SERIES 2008 AND SUCH OTHER PREVIOUS RESOLUTIONS INCONSISTENT THERETO, PRIMARILY AUTHORIZING THE CITY MAYOR

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON JUNE 24, 2009 AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - - City Vice-Mayor & Presiding Officer
Hon. Gina Gulanes-Perez - - City Councilor
Hon. John Carlos G. Delos Reyes- - - “ “
Hon. Rodel S. Cerezo - - - - “ “
Hon. Sarah Lugerna Lipumano-Garcia- “ “
Hon. Edwin J. Piano - - “ “
Hon. Angelito W. Baloy - - “ “
Hon. Anselmo A. Aquino- - “ “
Hon. Elena C. Dabu- - - - - - “ “
Hon. Cheenee F. Hoya- - - SK Federation President

ABSENT:

Hon. Aquilino Y. Cortez, Jr.- - - - City Councilor
(On Official Travel Abroad)
Hon. Jonathan G. Manalo - - City Councilor
(On Official Business)
Hon. Carlito A. Baloy- - President, Liga ng mga Barangay
(On Official Business)

RESOLUTION NO. 79
(Series of 2009)

A RESOLUTION SUPERSEDING RESOLUTION NO. 54, SERIES 2008 AND SUCH OTHER PREVIOUS RESOLUTIONS INCONSISTENT THERETO, PRIMARILY AUTHORIZING THE HONORABLE CITY MAYOR JAMES GORDON, JR. TO NEGOTIATE, ENTER INTO AND SIGN A LONG TERM LEASE AGREEMENT WITH THE WINNING BIDDER, AND TO PREPARE THE TERMS OF REFERENCE REGARDING SUCH BIDDING, CONSISTENT WITH THIS RESOLUTION, REGARDING THE OLONGAPO CITY MALL

WHEREAS, to streamline the requisites for the bidding of the long term lease of Olongapo City Mall (OCM), the following conditions in the Terms of Reference ought to be satisfied:

1. The Lease Period shall not exceed 48 years.

2. The Annual Lease Rate shall be 5-10% of the Gross Rent the collected from the mall tenants during the calendar year. Gross Rent is defined as regular rent derived from standard stall spaces on the ground and second floor. Excluded from the Gross Rent computations are Common Usage Service Area (CUSA) and aircon charges, parking fees, exhibition income, security deposits, late payment penalties, and any non-regular income of the mall.

3. The lease shall cover the mall structure, all improvements and the loan on which the building stands on. It also shall include the parking area, the creek side improvements and the Calvary property as part of the lease.

4. The winning bidder must, for the first ten (10) years of the lease, pay on behalf, and retire the debt of OCM with the Development Bank of the Philippines (DBP) and the Land Bank of the Philippines, in lieu of paying rentals to the City Government.

5. Upon start of the Lease Period, the lessee shall take over full management of the OCM. Lessee shall have full autonomy to operate and manage the mall.

6. The winning bid must honor all existing Lease Contracts of mall tenants, provided their rent payments are not arrears.

7. As an incentive, the City will grant a 5-year tax holiday to OCM from payment of Business Taxes and all Fees and Charges due to the City Government without prejudice to the payment of other taxes and charges mandated by law.

8. The payment of a Performance Bond preferably in each to be recommended by the Finance Team, preferably in cash.

NOW, THEREFORE, on motion of Councilor Gina G. Perez co-sponsored by Councilors John Carlos G. delos Reyes, Rodel S. Cerezo, Edwin J. Piano, Angelito W. Baloy, Anselmo A. Aquino, Elena C. Dabu and Cheenee F. Hoya, with the majority decision of the
Members of the Sangguniang Panlungsod present;

RESOLVED, AS IT IS HEREBY RESOLVED, by the Sangguniang Panlungsod in session assembled to supersede, as it hereby supersedes Resolution No. 54, Series 2008 And Such Other Previous Resolutions Inconsistent Thereto, Primarily Authorizing The Honorable City Mayor James Gordon, Jr. To Negotiate, Enter Into And Sign A Long Term Lease Agreement With The Winning Bidder, And To Prepare The Terms Of Reference Regarding Such Bidding, Consistent With This Resolution, Regarding The Olongapo City Mall

Let a copy of this Resolution be furnished to the Olongapo City Mall Administrator for his information and guidance.

APPROVED, June 24, 2009.

CYNTHIA G. CAJUDO
City Vice-Mayor & Presiding Officer

GINA GULANES-PEREZ JOHN CARLOS G. DELOS REYES
City Councilor City Councilor

RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA
City Councilor City Councilor
(Opposed)

EDWIN J. PIANO ANGELITO W. BALOY
City Councilor City Councilor

AQUILINO Y. CORTEZ, JR ANSELMO A. AQUINO
City Councilor City Councilor
(On Official Travel Abroad)

ELENA C. DABU JONATHAN G. MANALO
City Councilor City Councilor
(On Official Business)

CARLITO A. BALOY CHEENEE F. HOYA
President, Liga ng mga Barangay SK Federation President (On Official Business)


ATTEST:

JOCELYN PASCUAL-NIÑONUEVO
Temporary Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON______________________.


JAMES GORDON, JR.
City Mayor
ATTEST:

DELFIN A. JUICO, JR.
Secretary to the City Mayor

2008 R - 91 - AUTHORIZING THE HONORABLE CITY MAYOR JAMES GORDON, JR. TO CREATE A SPECIAL BIDS AND AWARDS COMMITTEE FOR THE LONG-TERM LEASE

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON JUNE 18, 2008 AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - - - - - - - - - - - - City Vice-Mayor & Presiding Officer
Hon. Gina Gulanes-Perez - - - - - - - - - - - City Councilor
Hon. John Carlos G. Delos Reyes- - - - - - - - - - - - “ “
Hon. Rodel S. Cerezo- - - - - - - - - - - - - - - - - - - - “ “
Hon. Sarah Lugerna Lipumano-Garcia - - - - - - - - “ “
Hon. Edwin J. Piano- - - - - - - - - - - - - - - - - - - - - “ “
Hon. Angelito W. Baloy- - - - - - - - - - - - - - - - - - “ “
Hon. Aquilino Y. Cortez, Jr. - - - - - - - - - - - - - - - “ “
Hon. Anselmo A. Aquino - - - - - - - - - - - - - - - - - “ “
Hon. Carlito A. Baloy- - - - - - - - - - - - - - - - - - - - President, Liga ng mga Barangay
Hon. Cheenee F. Hoya - - - - - - - - - - - - - - - - - - - SK Federation President

ABSENT:

Hon. Elena C. Dabu - - - - - - - - - - - - - - - - - - - - - City Councilor (On Official Business)

RESOLUTION NO. 91
(Series of 2008)

A RESOLUTION AUTHORIZING THE HONORABLE CITY MAYOR JAMES GORDON, JR. TO CREATE A SPECIAL BIDS AND AWARDS COMMITTEE FOR THE LONG-TERM LEASE OF THE OLONGAPO CITY MALL

WHEREAS, the City of Olongapo has been consistently regarded as a pioneer in both urban development and fiscal management in the Philippines;

WHEREAS, the City of Olongapo owns and manages the Olongapo City Mall for the benefit of the general public;

WHEREAS, the City Council of Olongapo passed on April 23, 2008 Resolution No. 54, Series of 2008 authorizing the City Mayor James Gordon, Jr. to prepare the terms of reference to bid out for long-term lease, the Olongapo City Mall to facilitate the generation of supplementary funds for social services to ultimately benefit Olongapeños while still retaining ownership of the said mall and the land on which it was constructed;

WHEREAS, in order to maintain transparency in government contracts, there is a need to create a special bids and awards committee with the purpose of ensuring lucid negotiations with any and all interested bidders for the long-term lease of the Olongapo City Mall;

NOW, THEREFORE, on motion of Councilor Angelito W. Baloy, with the unanimous accord of the Members of the Sangguniang Panlungsod present;

RESOLVED, AS IT IS HEREBY RESOLVED, by the Sangguniang Panlungsod in session assembled to authorize, as it hereby authorizes the Honorable City Mayor James Gordon, Jr. to create a special bids and awards committee comprising of the City Legal Officer, City Treasurer, City Planning and Development Head, General Services Head and such other city officials as may be deemed necessary, for the long-term lease of the Olongapo City Mall.

Let a copy of this Resolution be furnished to the Commission on Audit for their information and guidance.

APPROVED UNANIMOUSLY, June 18, 2008.


CYNTHIA G. CAJUDO
City Vice-Mayor & Presiding Officer


GINA GULANES - PEREZ JOHN CARLOS G. DELOS REYES
City Councilor City Councilor


RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA
City Councilor City Councilor

EDWIN J. PIANO ANGELITO W. BALOY
City Councilor City Councilor


AQUILINO Y. CORTEZ, JR ANSELMO A. AQUINO
City Councilor City Councilor


ELENA C. DABU CARLITO A. BALOY
City Councilor President, Liga ng mga Barangay
(On Official Business)


CHEENEE F. HOYA
SK Federation President

ATTEST:

ELFLIDA S. SALMON
Council Secretary


APPROVED BY HIS HONOR, THE CITY MAYOR ON______________________.


JAMES GORDON, JR.
City Mayor

ATTEST:

DELFIN A. JUICO, JR.
Secretary to the City Mayor

2008 O - 34 - REVERTING THE AMOUNT OF PhP186,370.00 FROM THE ITEM GENERAL SERVICES - MAINTENANCE AND OTHER OPERATING EXPENSES TO THE ITEM

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON MAY 28, 2008 AT THE CITY HALL.

PRESENT:

Hon. Cynthia G. Cajudo - - - - - - - - - - - - - - City Vice-Mayor & Presiding Officer

Hon. Gina Gulanes-Perez - - - - - - - - - - - - - - - - City Councilor
Hon. John Carlos G. Delos Reyes - - - - - - - - - - - - “ “
Hon. Rodel S. Cerezo - - - - - - - - - - - - - - - - - - - - “ “
Hon. Sarah Lugerna Lipumano-Garcia- - - - - - - - - “ “
Hon. Edwin J. Piano - - - - - - - - - - - - - - - - - - - - - “ “
Hon. Angelito W. Baloy - - - - - - - - - - - - - - - - - - “ “
Hon. Aquilino Y. Cortez, Jr. - - - - - - - - - - - - - - - - “ “
Hon. Anselmo A. Aquino - - - - - - - - - - - - - - - - - - “ “
Hon. Elena C. Dabu - - - - - - - - - - - - - - - - - - - - - “ “
Hon. Cheenee F. Hoya - - - - - - - - - - - - - - - - - - - - SK Federation President

ABSENT:

Hon. Carlito A. Baloy- - - - - - - - - - - - - - - - - - - - - President, Liga ng mga Barangay

In the interest of public service and on motion of Councilor Gina G. Perez, with the unanimous accord of the Members of the Sangguniang Panlungsod present,

RESOLVED, AS IT IS HEREBY RESOLVED, by the Sangguniang Panlungsod in session assembled, to enact the following Ordinance:

ORDINANCE NO. 34
(Series of 2008)

AN ORDINANCE REVERTING THE AMOUNT OF ONE HUNDRED EIGHTY SIX THOUSAND THREE HUNDRED SEVENTY PESOS (PhP186,370.00) FROM THE ITEM GENERAL SERVICES - MAINTENANCE AND OTHER OPERATING EXPENSES TO THE ITEM UNDER PERSONAL SERVICES OF THE OLONGAPO CITY MALL

BE IT ORDAINED, BY THE SANGGUNIANG PANLUNGSOD IN SESSION ASSEMBLED THAT:

SECTION 1. The amount of One Hundred Eighty Six Thousand Three Hundred Seventy Pesos ( PhP186,370.00) is hereby reverted from the item General Services- Maintenance and Other Operating Expenses (MOOE) to the item under Personal Services of the Olongapo City Mall to wit:

Expense Amount
Salaries and Wages – Casual PhP105,952.00
PERA 8,000.00
Additional Compensation 24,000.00
Clothing Allowance 8,000.00
Cash Gift 10,000.00
Year End Bonus 13,244.00
Life & Retirement Contribution 12,714.00
Pag-ibig Contribution 1,600.00
Philhealth Contribution 1,800.00
ECC Contribution 1,060.00
Total PhP186,370.00

SECTION 2. This Ordinance shall be subject to the usual accounting and auditing rules and regulations.

SECTION 3. The pertinent letter-request of the Honorable City Mayor James Gordon Jr. dated 12 May 2008 and the memorandum of Mr. Honorio Gomez, Mall Administrator dated 2 May 2008 be made as integral parts of this Ordinance.

SECTION 4. This Ordinance shall take effect upon its approval.

APPROVED UNANIMOUSLY, May 28, 2008.


CYNTHIA G. CAJUDO
City Vice-Mayor & Presiding Officer


GINA GULANES - PEREZ JOHN CARLOS G. DELOS REYES
City Councilor City Councilor

RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA
City Councilor City Councilor

EDWIN J. PIANO ANGELITO W. BALOY
City Councilor City Councilor


AQUILINO Y. CORTEZ, JR ANSELMO A. AQUINO
City Councilor City Councilor


ELENA C. DABU CARLITO A. BALOY
City Councilor President, Liga ng mga Barangay
(Absent)

CHEENEE F. HOYA
SK Federation President
ATTEST:

ELFLIDA S. SALMON
Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON______________________.


JAMES GORDON, JR.
City Mayor

ATTEST:
DELFIN A. JUICO, JR.
Secretary to the City Mayor

2008 R - 54 - AUTHORIZING HONORABLE MAYOR JAMES GORDON, JR. TO PREPARE THE TERMS OF REFERENCE TO BID OUT FOR LONG TERM LEASE, THE OLONGAPO CITY MALL

EXCERPTS FROM THE MINUTES OF THE REGULAR SESSION OF THE SANGGUNIANG PANLUNGSOD OF OLONGAPO, HELD ON APRIL 23, 2008 AT THE CITY HALL.

PRESENT:
Hon. Cynthia G. Cajudo - - - - - - - - - - - - - City Vice-Mayor & Presiding Officer

Hon. Gina Gulanes-Perez - - - - - - - - - - - - - - - - City Councilor
Hon. John Carlos G. Delos Reyes - - - - - - - - - - - - “ “
Hon. Rodel S. Cerezo - - - - - - - - - - - - - - - - - - - - “ “
Hon. Sarah Lugerna Lipumano-Garcia - - - - - - - - “ “
Hon. Edwin J. Piano - - - - - - - - - - - - - - - - - - - - - “ “
Hon. Angelito W. Baloy - - - - - - - - - - - - - - - - - - “ “
Hon. Aquilino Y. Cortez, Jr. - - - - - - - - - - - - - - - - “ “
Hon. Anselmo A. Aquino - - - - - - - - - - - - - - - - - - “ “
Hon. Elena C. Dabu - - - - - - - - - - - - - - - - - - - - - “ “
Hon. Cheenee F. Hoya - - - - - - - - - - - - - - - - - - - - SK Federation President

ABSENT:

Hon. Carlito A. Baloy- - - - - - - - - - - - - - - - - - - - - President, Liga ng mga Barangay
(On Leave)

RESOLUTION NO. 54
(Series of 2008)

A RESOLUTION AUTHORIZING HONORABLE CITY MAYOR JAMES GORDON, JR. TO PREPARE THE TERMS OF REFERENCE TO BID OUT FOR LONG TERM LEASE, THE OLONGAPO CITY MALL


WHEREAS, the City Government of Olongapo has been consistently extending financial subsidies to the Olongapo City Mall;

WHEREAS, the said financial subsidy can be better utilized by the City Government of Olongapo for more socially responsive projects;

WHEREAS, the retirement of loan obligations of Olongapo City and financial subsidies pertaining to the Olongapo City Mall will result to more socio-economic projects of Olongapo City Government which will ultimately benefit Olongapenos;

WHEREAS, the execution of a long term lease of the Olongapo City Mall is financially sound and more advantageous for the City Government;

WHEREAS, to streamline the requisites for the Bid of the long term lease of Olongapo City Mall, the following conditions in the Terms of Reference ought to be satisfied:

1. The Lease Period shall not exceed 48 years.
2. The Annual Lease Rate shall be 5% to 10% of the Gross Rent collected from the mall tenants during the calendar year. Gross Rent is defined as regular rent derived from standard stall spaces on the ground and second floor. Excluded from Gross Rent computations are Common Usage Service Area (CUSA) charges, aircon charges, parking fees, exhibition income, security deposits, late payment penalties, and any non-regular income of the mall.
3. The lease shall cover the mall structure, all improvements and the loan on which the building stands on. It also shall include the parking area and the creek side improvements as part of the lease.
4. The winning Bid must allow 20 years to 30 years of the lease income to be pre-paid to the City upon signing of the Lease Contract.
5. The winning Bid must have “Goodwill Fee” equivalent to at least PhP50 Million to be paid to the City upon signing of the Lease of Contract.
6. The winning Bid must allow the City to receive the sufficient cash up front to be able to retire the debt of the Olongapo City Mall with DBP and Land Bank of the Philippines.
7. Upon start of the Lease Period, the lessee shall take over full management of Olongapo City Mall. Lessee shall have full autonomy to operate and manage the mall.
8. The winning Bid must honor all existing Lease Contracts of mall tenants, provided their rent payments are not arrears.
9. As an incentive, the City will grant a 5-year tax holiday to OCM from payment of Business Taxes and all Fees and Charges due to the City Government.

NOW, THEREFORE, on motion of Councilor Angelito W. Baloy, with the majority decision of the Members of the Sangguniang Panlungsod present;

RESOLVED, AS IT IS HEREBY RESOLVED, by the Members of the Sangguniang Panlungsod in session assembled to authorize, as it hereby authorizes Honorable City Mayor James Gordon, Jr. to prepare the Terms of Reference to bid out for long term lease, the Olongapo City Mall.

Let copies of this Resolution be furnished to the Olongapo City Mall Administrator for his information and guidance.

APPROVED, April 23, 2008.


CYNTHIA G. CAJUDO
City Vice-Mayor & Presiding Officer


GINA GULANES - PEREZ JOHN CARLOS G. DELOS REYES
City Councilor City Councilor

RODEL S. CEREZO SARAH LUGERNA LIPUMANO-GARCIA
City Councilor City Councilor
(Opposed)

EDWIN J. PIANO ANGELITO W. BALOY
City Councilor City Councilor

AQUILINO Y. CORTEZ, JR. ANSELMO A. AQUINO
City Councilor City Councilor


ELENA C. DABU CARLITO A. BALOY
City Councilor President, Liga ng mga Barangay
(On Leave)


CHEENEE F. HOYA
SK Federation President

ATTEST:

ELFLIDA S. SALMON
Council Secretary

APPROVED BY HIS HONOR, THE CITY MAYOR ON______________________.


JAMES GORDON, JR.
City Mayor

ATTEST:

DELFIN A. JUICO, JR.
Secretary to the City Mayor