Omnibus for JV

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Omnibus for JV

Post by edprintshoppe on Fri Aug 05, 2011 9:25 am

After a week or 2 from the opening of bids, we are being declared ineligible by BAC on reason of non-attachment of omnibus sworn statement of our JV partner(as an individual). . . though we attached our OSS in JV format ( prescribed OSS JV format provided, and with existing JVA docs submitted on the 1st envelope) as one entity and me as designated administrator/authorized signatory per JVA/SPA attached, under one agreed name of which our firm and my JV partner belonged.

BAC raised the issue under Rule XV-Section 47 of Revised IRR of RA9184. Citing on the Clause mentioned;
(a) If he Bidder is an individual or a sole proprietorship, to the Bidder himself,
(b) If a Bidder is a partnership, to all its officers and members,
(c)If the bidder is a corporation, to all its officers, directors and controlling stockholders
(d) If the Bidder is a joint venture (JV), the provisions of the items (a), (b), or (c) of this clause shall
correspondingly apply to each of the members of the said JV as may be appropriate.


BAC arguments was based on Clause mentioned above particularly citing the requirement of OSS of every member of JV.

Is it necessary to submit the OSS of every member of the existing JV or the execution of the OSS by the designated administrator (authority of designated administrator/signatory per JVA /SPA-attached in eligibility envelop) in behalf of all its member is substantial already?

Existing JV bidder or existing corporation before the submission of bids has no difference to one another, one bidder/one entity, if every individual member of JV is required to submit OSS, does it follows that every stockholders of the corporation would do also submit OSS?

Or execution of OSS, authorized by the entity (Corporation or JV) will suffice the compliance of Section 47 of IRR-A of 9184 ? PLEASE ADVICE


Last edited by edprintshoppe on Fri Aug 05, 2011 2:31 pm; edited 1 time in total

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Re: Omnibus for JV

Post by engrjhez® on Fri Aug 05, 2011 12:21 pm

edprintshoppe wrote:After a week or 2 from the opening of bids, we are being declared ineligible by BAC on reason of non-attachment of omnibus sworn statement of our JV partner(as an individual). . . though we attached our OSS in JV format ( prescribed OSS JV format provided, and with existing JVA docs submitted on the 1st envelope) as one entity and me as designated administrator/authorized signatory per JVA/SPA attached, under one agreed name of which our firm and my JV partner belonged.

BAC raised the issue under Rule XV-Section 47 of Revised IRR of RA9184. Citing on the Clause mentioned;
(a) If he Bidder is an individual or a sole proprietorship, to the Bidder himself,
(b) If a Bidder is a partnership, to all its officers and members,
(c)If the bidder is a corporation, to all its officers, directors and controlling stockholders
(d) If the Bidder is a joint venture (JV), the provisions of the items (a), (b), or (c) of this clause shall
correspondingly apply to each of the members of the said JV as may be appropriate.


BAC arguments was based on Clause mentioned above particularly citing the requirement of OSS of every member of JV.

Is it necessary to submit the OSS of every member of the existing JV or the execution of the OSS by the designated administrator (authority of designated administrator/signatory per JVA /SPA-attached in eligibility envelop) in behalf of all its member is substantial already?

Existing JV bidder or existing corporation before the submission of bids is no difference, one bidder/one entity, if every individual member of JV is required to submit OSS, does it follows that every stockholders of the corporation would do also submit OSS?

Or execution of OSS, authorized by the entity (Corporation or JV) will suffice the compliance of Section 47 of IRR-A of 9184 ? PLEASE ADVICE

The arguments by the BAC may be misleading. First, the real issue is whether a separate OSS for the other partner in the JV is mandatory or not. Section 47 on the other hand, refers to "Disclosure Provisions" which is only a part of the OSS.

If a corporation or joint venture: None of the officers, directors, and controlling
stockholders of [Name of Bidder] is related to the Head of the Procuring Entity,
members of the Bids and Awards Committee (BAC), the Technical Working Group,
and the BAC Secretariat, the head of the Project Management Office or the end-user
unit, and the project consultants by consanguinity or affinity up to the third civil
degree;

The OSS as included in the PBDs issued by the GPPB already takes into consideration the provisions, not only for Section 47, but the rest of certifications necessary to be declared under oath. The wordings were carefully considered as prescribed. Hence, I am into the opinion that one OSS for a JV is enough provided that the person signing in behalf of the JV is authorized by the partnership.

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Re: Omnibus for JV

Post by edprintshoppe on Fri Aug 12, 2011 1:05 am

Thanks for the legal opinion, it really do help.Moreover on the issue of Omnibus for existing JV, where Entity A jv w/ Entity B and agreed to bear the name of "A joint venture" which is now the Bidder, does it still need to state the name of every JV partner in the OSS by the authorized administrator, just to emphasized that such partner is "not Black listed"/ per Rule XV, Section 47? or filling up the prescribed OSS with the name of the Bidder w/c is "A joint Venture" by the authorized repesentative will suffice the purposed of OSS already in behalf of all JV partner ?

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Re: Omnibus for JV

Post by engrjhez® on Fri Aug 12, 2011 9:12 am

edprintshoppe wrote:Thanks for the legal opinion, it really do help.Moreover on the issue of Omnibus for existing JV, where Entity A jv w/ Entity B and agreed to bear the name of "A joint venture" which is now the Bidder, does it still need to state the name of every JV partner in the OSS by the authorized administrator, just to emphasized that such partner is "not Black listed"/ per Rule XV, Section 47? or filling up the prescribed OSS with the name of the Bidder w/c is "A joint Venture" by the authorized repesentative will suffice the purposed of OSS already in behalf of all JV partner ?

That would depend on your agreement under JVA. For convenience, the principal (the larger company) may be assigned as the JV name and its authorized representative also the signatory in the OSS. Whatever the name and signatory that will appear in the OSS must be supported by the JVA. If the JV is not yet in existence, a duly notarized statement "...from all the potential joint venture partners stating that they will enter into and abide by the provisions of the JVA in the instance that the bid is successful shall be included in the bid" must clearly establish the details to support the OSS. Smile
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Re: Omnibus for JV

Post by RDV @ GP3i on Fri Aug 12, 2011 11:46 am

edprintshoppe wrote:After a week or 2 from the opening of bids, we are being declared ineligible by BAC on reason of non-attachment of omnibus sworn statement of our JV partner(as an individual). . . though we attached our OSS in JV format ( prescribed OSS JV format provided, and with existing JVA docs submitted on the 1st envelope) as one entity and me as designated administrator/authorized signatory per JVA/SPA attached, under one agreed name of which our firm and my JV partner belonged.

BAC raised the issue under Rule XV-Section 47 of Revised IRR of RA9184. Citing on the Clause mentioned;
(a) If he Bidder is an individual or a sole proprietorship, to the Bidder himself,
(b) If a Bidder is a partnership, to all its officers and members,
(c)If the bidder is a corporation, to all its officers, directors and controlling stockholders
(d) If the Bidder is a joint venture (JV), the provisions of the items (a), (b), or (c) of this clause shall
correspondingly apply to each of the members of the said JV as may be appropriate.


BAC arguments was based on Clause mentioned above particularly citing the requirement of OSS of every member of JV.

Is it necessary to submit the OSS of every member of the existing JV or the execution of the OSS by the designated administrator (authority of designated administrator/signatory per JVA /SPA-attached in eligibility envelop) in behalf of all its member is substantial already?

Existing JV bidder or existing corporation before the submission of bids has no difference to one another, one bidder/one entity, if every individual member of JV is required to submit OSS, does it follows that every stockholders of the corporation would do also submit OSS?

Or execution of OSS, authorized by the entity (Corporation or JV) will suffice the compliance of Section 47 of IRR-A of 9184 ? PLEASE ADVICE

The Omnibus Sworn Statement (OSS) form prescribed by the GPPB, which is part of the standardized Philippine Bidding Documents (PBDs), is the one mandated to be prescribed for all procuring entities and to be filled up by prospective bidders.

From the form itself, it is quite clear that only one OSS has to be prepared by a JV bidder. Clearly, therefore, the members of the JV are not required to submit their individual OSS. For purposes of the pass-fail criteria that is already sufficient to pass the requirement for submission of the OSS, provided that the one signing the OSS is the duly authorized designated representative of the JV. Compliance to Sec. 47 (Disclosure Provision) and not being "blacklisted" will have to be done by the BAC/TWG during the post-qualification stage for all the members of the JV.
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