SCHEDULES TO CONCESSION AGREEMENT FORstorage.googleapis.com/request-attachments...MoS Manual of Standards MPSS Minimum Performance Standards and Specifications MSDS Material Safety

REPUBLIC OF THE PHILIPPINES

DEPARTMENT OF TRANSPORTATION AND

COMMUNICATIONS

SCHEDULES TO CONCESSION AGREEMENT

FOR

SOUTHWEST INTEGRATED TRANSPORT

SYSTEM PROJECT

TABLE OF CONTENTS

SCHEDULE 1: EQUITY REQUIREMENTS........................................................................................................................ 14

SCHEDULE 2: DESCRIPTION OF THE PROJECT .......................................................................................................... 15

SCHEDULE 3: GRANTOR’S RESPONSIBILTIES ............................................................................................................ 19

SCHEDULE 4: MEETINGS .................................................................................................................................................... 25

SCHEDULE 5: ENGINEERING, PROCUREMENT AND CONSTRUCTION OF THE ITS TERMINAL AND

ACCESS ROAD ............................................................................................................................................. 27

Part 1: Independent Consultant ..........................................................................................................................................31

Part 2: Minimum Performance Standards and Specifications (MPSS).............................................................33

Annex 1: Parameters and consideration for design of the ITS Terminal ....................................54

Annex 2: Reference Design Criteria ..............................................................................................................61

Annex 3 MPSS for Online Bus Ticketing System .....................................................................................77

Part 3: Commissioning and Acceptance ..........................................................................................................................95

Part 4: Works Timetable ........................................................................................................................................................99

Part 1: Key Performance Indicators (KPI) and Standards for Operations & Maintenance (O&M) of

the ITS Terminal .................................................................................................................................................. 101

Part 2: KPI Charges for ITS Terminal ............................................................................................................................ 114

SCHEDULE 7: FINANCIAL MATTERS ............................................................................................................................ 120

Part 1: Annual Grantor Payments ................................................................................................................................... 120

Part 2: Terminal Fee for ITS Terminal .......................................................................................................................... 121

SCHEDULE 8: FINANCIAL CONSEQUENCES OF TERMINATION .......................................................................... 123

SCHEDULE 9: APPROVED SUBCONTRACTORS ........................................................................................................ 131

SCHEDULE 10: HANDBACK REQUIREMENTS .............................................................................................................. 132

SCHEDULE 11: CONCESSIONAIRE PERFORMANCE SECURITY .............................................................................. 134

Part 1: Form of Construction Performance Security ............................................................................................. 134

Part 2: Form of Operation Performance Security ................................................................................................... 140

SCHEDULE 12: ENVIRONMENTAL MATTERS .............................................................................................................. 146

Part 1: EHS Guidelines .......................................................................................................................................................... 146

(Enclosed) .................................................................................................................................................................................. 146

SCHEDULE 13: BASELINE TERMINAL PLANS .............................................................................................................. 147

SCHEDULE 14: OPERATING FRANCHISE PARTICULARS ......................................................................................... 149

Part 1: Form of Operating Franchise ............................................................................................................................. 149

Part 2: Operating Franchise Particulars ...................................................................................................................... 150

SCHEDULE 15: REQUIREMENTS FOR O&M AGREEMENT AND TECHNICAL SERVICES AGREEMENT ...... 153

Part 1: Requirements for O&M Agreement ................................................................................................................ 153

Part 2: Requirements for Technical Services Agreement .................................................................................... 155

SCHEDULE 16: INDEPENDENT CONSULTANT – FORM OF APPOINTMENT ...................................................... 158

SCHEDULE 17: REPORTS .................................................................................................................................................... 192

Part 1: Form of Report on Financial Information.................................................................................................... 192

Part 2: Form of Report on Works .................................................................................................................................... 193

Part 3: Form of Report on Completion of Construction ....................................................................................... 199

Part 4: Form of Report on Operations and Maintenance..................................................................................... 201

Annex 1: Traffic report ..................................................................................................................................... 208

Annex 2: Complaint register .......................................................................................................................... 209

Annex 3: Periodic and preventive maintenance register ................................................................ 211

Annex 4: Major maintenance register ....................................................................................................... 214

Annex 5: Report on inspection of buildings, services and maintenance undertaken ........ 215

SCHEDULE 18: FORM OF ACKNOWLEDGEMENT AND CONSENT AGREEMENT .............................................. 221

SCHEDULE 19: MINIMUM SECURITY STANDARDS AND MANDATORY REQUIREMENTS ............................ 228

SCHEDULE 20: INSTRUCTIONS TO BIDDERS .............................................................................................................. 237

SCHEDULE 21: CONCEPTUAL LAYOUT SUBMITTED BY CONCESSIONAIRE DURING BID SUBMISSION . 238

SCHEDULE 22: FINANCE PLAN ......................................................................................................................................... 239

1

List of Acronyms and Abbreviations

AASHTO American Association of State Highway and Transportation Officials

ACCU Air-conditioning Condensing Unit

ACI American Concrete Institute (ACI)

ACP Architectural Code of the Philippines, DPWH 2000

ACS Automated Control System

ADR Alternative Dispute Resolution

AFM Air Force Manual

AHU Air Handling Unit

AI Architectural Interiors

ALBO Acting Local Building Officials

AMBF Allowable Maximum Building Footprint

AMCA Air Moving and Conditioning Association

AMVB Allowable Maximum Volume of Building

ANSI American National Standards Institute

ARI Air Conditioning and Refrigeration Institute

ARR Additional Rules and Regulations

ASCE American Society of Civil Engineers

ASEP Association of Structural Engineers of the Philippines

ASHRAE American Society of Heating, Refrigerating, and Air Conditioning Engineers

ASME American Society of Mechanical Engineers

ASTM American Society for Testing and Materials

ATM Automated Teller Machine

AUV Asian Utility Vehicle

B.P. Batas Pambansa (national law)

BDG Building Design Guidelines

BHL Building Height Limit

BICS Building Industry Consulting Services Manual

BoQ Bill of Quantities

BOT Build-Operate-Transfer

BPS Bureau of Product Standards

BRS Bureau of Research and Standards

CAAP Civil Aviation Authority of the Philippines

CAPEX Capital Expenditure

2

CCTV Closed Circuit Television

CDMP Comprehensive Development Master Plan

CFL Compact Fluorescent Lamp

CIAP Construction Industry Authority of the Philippines

CLWUP Comprehensive Land and Water Use Plan

CPC Certificate of Public Convenience

DAO Department Administrative Orders

dB Decibel

DC Development Control

DCE Detailed Cost Estimate

DCMP Detailed Construction Management Plan

DCP Detailed Construction Plan

DENR Department of Environment and Natural Resources

DILG Department of the Interior and Local Government

DO Department Order

DoE Department of Energy

DoH Department of Health

DoLE Department of Labor and Employment

DOTC Department of Transportation and Communications

DPWH Department of Public Works and Highways

DR Derivative Regulations

DTI Department of Trade and Industry

DTM Data-Transmission Media

E.O. Executive Order

EHS Environment, Health and Safety

EMB Environmental Management Bureau

EPC Engineering, Procurement and Construction

ESMS Environmental and Social Management System

ESS Electronic Security System

FCL Finished Ceiling Line

FCP Fire Code of the Philippines of 2008 i.e. Republic Act (R.A.) No. 9514 and its 2009 Implementing Rules and Regulations (IRR)

FCU Fan Coil Unit

FFFE Furniture/ Furnishings, Fixtures & Equipment

FFL Finished Floor Line

FGL Finished Grade Line

FLAR Floor to Lot Area Ratio (same as FAR/ floor area ratio)

3

FM Force Majeure

GFA Gross Floor Area

HLURB Housing and Land Use Regulatory Board

HVAC Heating, Ventilation and Air-conditioning

ICAO International Civil Aviation Organization

IE Independent Consultant

IEC International Electro-technical Commission

IEEE Institute of Electrical and Electronics Engineers

IED Improvised Explosive Device

IEQ Indoor Environmental Quality

IDS Intrusion Detection System

IRR Implementing Rules and Regulations

ISA Impervious Surface Area

ITS Integrated Transport System

ITSA ITS Terminal Security Assessment

ITSAC ITS Terminal Security Advisory Committee

ITSP ITS Terminal Security Plan

ITSO ITS Terminal Security Officer

KPI Key Performance Indicator

LBO Local Building Official

LGU Local Government Unit

LRT Light Rail Transit

LT Low Tension

LTFRB Land Transportation Franchising and Regulatory Board

lux Luminous flux per unit area

MACA Maximum Allowable Construction Area

MAGA Material Adverse Government Action

MC Memorandum Circular

MCP Mechanical Code of the Philippines

MMDA Metropolitan Manila Development Authority

MoS Manual of Standards

MPSS Minimum Performance Standards and Specifications

MSDS Material Safety Data Sheet

NAIA Ninoy Aquino International Airport

NBCP National Building Code of the Philippines of 1977 i.e. Presidential Decree (P.D.) No. 1096 and its 2004 Revised Implementing Rules and Regulations (IRR), as promulgated by the DPWH and its Referral Codes (RCs)

4

NBO National Building Official

NEC National Electrical Code

NEMA National Electrical Manufacturers Association

NFPA National Fire Protection Association

NPCP National Plumbing Code of the Philippines

NSPLTRSI National Security Programme for Land Transportation, Rail System, and Infrastructure

NSCP National Structural Code of the Philippines

OBTS Online Bus Ticketing System

OFB Outermost Faces of Building

O&M Operation and Maintenance

OMA Operation and Maintenance Agreement

OSHS Occupational Safety and Health Service

OTS Office of Transportation Security

OZM Official Zoning Map

P.D. Presidential Decree (a national law in the Philippines)

PCB Polychlorinated Biphenyl

PCI Prestressed Concrete Institute

PDF Portable Document Format

PDRB Project Dispute Resolution Board

PEC Philippine Electrical Code

PEP Project Execution Plan

PEZA Philippine Economic Zone Authority

PH Philippine(s)

PI Professional Indemnity

PLDT Philippine Long Distance Telephone

PNS Philippine National Standards

PRA Philippine Reclamation Authority

PRB Professional Regulatory Boards

PRC Professional Regulation Commission

PRL Professional Regulatory Law

PS Philippine Standards

PSO Percentage of Site Occupancy

PSSE Philippine Society of Sanitary Engineer

PSVARE Philippine Society of Ventilating, Air Conditioning & Refrigerating Engineers

PUV Public Utility Vehicle

PVC Polyvinyl Chloride

5

R.A. Republic Act (a national law in the Philippines)

RAMS Reliability, Availability, Maintainability and Safety

RC Referral Code/s

RLA Registered and Licensed Architect

RLCE Registered and Licensed Civil Engineers

RLP Registered and Licensed Professional

RROW Road Right-of-way

SARP Standards and Recommended Practice

SBR Sustainable Building Regulations

SC Supreme Court

SDP Site Development Plan

SG Steering Group

SI System International

sms Short Message Service

sqm Square meter/s

SWIFT Society for Worldwide Interbank Financial Telecommunication

TGFA Total Gross Floor Area

TIEZA Tourism Industry Enterprise Zone Authority

TLA Total Lot Area

TOSL Total Open Space within Lot

TSA Technical Services Agreement

UBC Uniform Building Code

UL Underwriters Laboratory

USA United States of America

VA Value Analysis

VE Value Engineering

VM Value Management

VOC Volatile Organic Compound

WC Water Closet

ZO Zoning Ordinance

6

Definitions of common terms used in the Schedules

Term Definition

Allowable Maximum Building Footprint (AMBF)

The resultant area established at grade level upon which the proposed building / structure may be erected.

Arcade Any horizontal portion of a building at the ground floor, which may or may not integrate the sidewalk forming part of the road right-of-way (RROW), bound by the building face on one side, roofed to protect pedestrians against the elements and connected to other arcades forming part of adjoining buildings/ structures

Architectural Design a development or redevelopment concept that focuses on the components or elements of a building, structure or system and unifies them into a coherent and functional whole, utilizing the principles of strength, harmony and aesthetics in arriving at a solution to a spatial problem through the deft application of the arts and sciences, according to a particular approach, to achieve the development / redevelopment objective / s under the given constraints / limitations.

Architectural Documents

refer to architectural plans / designs, drawings, specifications and other outputs of a registered and licensed Architect (RLA), that only a RLA can sign and seal (Sec. 20.5 of R.A. No. 9266, The Architecture Act of 2004) and consisting, among others, of vicinity maps, site development plans, architectural program, perspective drawings, architectural floor plans, elevations, sections, ceiling plans, schedules, detailed drawings, technical specifications and cost estimates, and other instruments of service in any form, appearing in drawing sheets / pages denominated as architectural (A) or architectural interior (AI) or site development plan (SDP).

Architectural Interiors (AI)

means the detailed planning and design of the indoor / enclosed areas of any proposed building / structure, including retrofit or renovation work and which shall cover all architectural and utility aspects, including the architectural lay-outing of all building engineering systems found therein, as forming part of the scope of work of RLAs by law.

BHL (Building Height Limit)

means the maximum height to be allowed for a building / structure based on their proposed use / occupancy. The BHL is generally measured from the established grade line to the topmost portion of such a building / structure, inclusive of a non-mobile billboard mounted on top of such a building / structure. The BHL is generally determined after the application of other development controls (DC) and certain other parameters i.e. considerations of site conditions, view, etc. If applicable, the BHL must be subject to clearance requirements of the Civil Aviation Authority of the Philippines (CAAP) or of the concerned military / security authorities. The BHL excludes the height of permitted / allowed projections above the roof of the building / structure e.g. signage, mast,

7

Term Definition

antenna, telecom tower, beacons and the like.

Building Any structure built for the support, shelter or enclosure of persons (for the purpose of human habitation), animals, chattels or property of any kind, consisting of two (2) archetypes, viz:

Habitable Building: a building mainly for active human activity or for the support of active human activity, to be based in such a building, for which the architectural plan / design is prepared, signed and sealed by a RLA; and

Non-habitable Building: a building mainly for non-human activity or for the support of non-human activity, to be based in such a building, for which the building plan / design is prepared, signed and sealed by the appropriate RLP.

Building Bulk a volume quantity that is generally determined by the application of the Floor-Lot Area Ratio (FLAR), vertically projecting the Allowable Maximum Building Footprint (AMBF), establishing the Outermost Faces of Building (OFB) and quantifying the Allowable Maximum Volume of Building (AMVB). The building bulk may be ultimately governed by the width of the RROW and other applicable provisions for light and ventilation (including incremental setbacks as a result of satisfying natural light and ventilation requirements for RROW and front yards.

CAAP shall mean the Civil Aviation Authority of the Philippines, an agency under the Department of Transportation and Communications (DOTC) which prescribes structure/ building height limits at approaches to the airport zone (aerodrome).

Carriageway (or Roadway)

the portion of the RROW/ street sited between gutters and which is for the exclusive use of vehicles. The use of the carriageway in any form by pedestrians such as laterally traversing the length of a busy carriageway (when there are sidewalks for pedestrians) must be considered a prohibited act. Being part of the public domain, any form of private use or enjoyment or any form of public use that violates its dedicated function for unauthorized vehicle use should all be prohibited.

Climate Change a significant and lasting change in the statistical distribution of weather patterns over periods ranging from decades to millions of years. It may be a change in average weather conditions or the distribution of events around that average e.g. more or fewer extreme weather events. Climate change may be limited to a specific region/s in the Philippines or its western or eastern seaboard, or may occur across the entire country, the Pacific Basin or the West Philippine Sea.

Climate Change Adaptation (CCA)

the response to climate change that seeks to reduce the vulnerability of biological systems to climate change effects, whereby adaptation involves changing infrastructure and practices to limit the risks posed by climate changes. Adaptation to the adverse effects of climate change is vital in order to reduce the impacts of climate change that are happening now and to increase resilience to future impacts. In the specific context of climate change, adapting means adjusting to a new set

8

Term Definition

of climatic attributes, either new or unfamiliar from those already existing.

Derivative Regulations (DRs)

are regulations that are in direct support of the NBCP, consisting of but not limited to the following executive issuances:

Memorandum Circulars (MCs) issued directly by the DPWH Secretary, in his capacity as the National Building Official (NBO) to all Local Building Officials (LBOs) nationwide, including the building officials of the Philippine Economic Zone Authority (PEZA) and the Tourism Industry Enterprise Zone Authority (TIEZA);

Official issuances or endorsements made by the DPWH or by the DPWH Secretary such as additional rules and regulations (ARRs), building design guidelines (BDG), sustainable building regulations (SBR), graphic interpretations of the NBCP, and the like;

Regulations and resolutions approved by the Professional Regulation Commission and/ or promulgated by its pertinent Professional Regulatory Boards (PRBs) on the matter of professional practices relating to the design, project/ construction management, construction and administration/ maintenance/ operation of a building, its grounds and their contents/ equipment;

Regulations promulgated by the Construction Industry Authority of the Philippines (CIAP) and its attached agencies/ offices insofar as the same pertain to all types of construction activity;

Department Administrative Orders (DAOs) of agencies such as the DENR and enforced through its Environmental Management Bureau (EMB); and

Similar executive issuances to implement and enforce valid and subsisting laws.

Development Controls (DCs)

the body of State and local laws and the pertinent executive issuances that altogether limit the building bulk for any building / structure on a given project site. These include this Act, planning and environmental laws, development and construction laws, and their respective IRRs and DRs

Disaster A natural or man-made hazard that has come to fruition, resulting in an event of substantial extent causing significant physical damage or destruction, loss of life, or drastic change to the environment. A disaster is also defined as any tragic event with great loss of lives and properties, stemming from events such as earthquakes, floods, catastrophic accidents, fires, or explosions

Disaster Resilience the quality of a building / structure and its grounds / site or by its plans and designs, generally characterized by the reduced probability of failure of its architectonics, the reduced consequences due to the failure of its architectonics, and reduced time to the restoration of the architectonics to full operating / beneficial status

9

Term Definition

Environment, Built refers to the man-made surroundings that provide the setting for human activity, ranging in scale from personal shelter and buildings / structures to neighborhoods, communities, towns or cities that often include their supporting infrastructure, such as water supply or energy networks

Environment, Natural

The aggregate of the natural external surroundings and conditions, in contrast to the built environment

FLAR (Floor to Lot Area Ratio)

a development control (DC) that limits the designated right over the Gross Floor Area (GFA) that can be lawfully generated / developed for a given total lot area (TLA)

Flood the overflow of an expanse of water that submerges land; a temporary covering by water of land not normally covered by water; flooding may be due to excessive rain, storms and other extreme events such as tsunamis, massive surface water flows, non-percolation of land, inflow of the tide and/or river or lake overflows or dam/ dike/ polder/ levee breaks (whereby the result is that previously contained water escapes its usual boundaries/ containment structures)

GFA (Gross Floor Area)

is the total floor space within the perimeter of the permanent external building walls (inclusive of the main and auxiliary buildings) such as office areas, residential areas, corridors, lobbies and mezzanine level/s. The GFA shall also include building projections which may serve as floors or platforms that are directly connected to / integrated with areas within the building / structure e.g. balconies. The GFA specifically excludes the following:

Covered areas used for parking and driveways, services and uti

Vertical penetrations in parking floors where no residential or office units are present; and

Uncovered areas for helipads, air-conditioning cooling towers or air-conditioning condensing unit (ACCU) balconies, overhead water tanks, roof decks, laundry areas and cages, wading or swimming pools, whirlpools or Jacuzzis, terraces, gardens, courts or plazas, balconies exceeding 10m2, fire escape structures and the like

Impervious Surface type of man-made surface resting on natural or graded land and which does not permit the percolation of surface water from above and its possible penetration from below. Impervious surfaces such as paved concrete do not have the capability to retard surface water flow, thereby contributing to flashfloods at areas with lower elevations.

Liquefaction refers to the geologic process by which saturated, unconsolidated sediments are transformed into a substance that acts like liquid; earthquakes can cause soil liquefaction where loosely packed, water logged sediments come loose from the intense shaking by the earthquake

NBCP the 1977 National Building Code of the Philippines, otherwise known as P.D. No. 1096, its 2004 Revised IRR, referral codes (RCs) and derivative regulations (DRs); the NBCP is a national development control; it is

10

Term Definition

implemented and enforced by the DPWH through Acting Local Building Officials (ALBOs) at the LGU level; reference supplied definitions of IRR, RC and DR.

NBO (National Building Official)

the Secretary of the DPWH as per the NBCP.

Percentage of Site Occupancy (PSO)

defined as a percentage (%) of the maximum allowable floor area of any building (at the ground floor/ level, not the basement level) to the TLA. This includes the main and auxiliary buildings, if any. In case of discrepancy between the specified PSO and the Light and Ventilation provisions of the 1977 NBCP and its 2004 Revised IRR, the lesser allowable floor area shall prevail i.e. the more stringent rule applies.

Physical Planning the activities pertaining to the preparation of a physical layout of land or property on which vertical structures such as buildings, monuments and / or structures and horizontal developments such as rights-of-way (ROWs), open spaces and recreational/sports / establishments / tourism and related facilities are to be proposed.

Referral Code (RC) are laws or regulations that are in direct support of the NBCP, consisting of but not limited to the following laws, codes or their successor laws / codes:

R.A. No. 9514, otherwise known as the Fire Code of the Philippines (FCP) of 2008 and its latest implementing rules and regulations (IRR) and derivative regulations (DRs);

B.P. Blg. 344, An Act to Enhance the Mobility of Disabled Persons by Requiring Certain Buildings, Institutions, Establishments and Public Utilities to Install Facilities and Other Devices, and its latest IRR and DRs;

Latest version of the Architectural Code of the Philippines and its DRs;

Latest version of the Structural Code of the Philippines and its DRs;

Latest version of the Philippine Electrical Code and its DRs;

Latest version of the Mechanical Code of the Philippines and its DRs;

P.D. No. 856, Code on Sanitation and its latest IRR and DRs;

P.D. No. 1067, A 1976 Presidential Decree Instituting a Water Code, Thereby Revising and Consolidating the Laws Governing the Ownership, Appropriation, Utilization, Exploitation, Development, Conservation and Protection of Water Resources, otherwise known as The Water Code of the Philippines, and its latest IRR and DRs;

R.A. No. 9275, The Philippine Clean Water Act of 2004, and its latest IRR and DRs;

R.A. No. 9003, The Ecological Solid Waste Management Act of 2000, and its latest IRR and DRs;

R.A. No. 8749, The Philippine Clean Air Act of 1999 and its latest IRR

11

Term Definition

and DRs;

P.D. No. 1586, Establishing an Environmental Impact Statement System, Including Other Environmental Management Related Measures and for Other Purposes, and its latest IRR and DRs;

the ICAO SARP and the CAAP MoS for Aerodromes in the case of airport (or heliport / helipad, as applicable) selection, planning, design, construction, administration, operation and maintenance; and

the various Professional Regulatory Laws (PRLs) such as R.A. No. 9266 (The Architecture Act of 2004), R.A. No. 544 (The Civil Engineering Law of 1950, as amended by R.A. No. 1582 of 1956), etc., including R.A. No. 8981, otherwise known as the Professional Regulation Commission (PRC) Modernization Act of 2000, and their latest IRR and DRs

RLA (Registered and Licensed Architect)

a State-Registered and Licensed Architect under R.A. No. 9266, the Architecture Act of 2004, its 2004 IRR and derivative regulations.

RLP (Registered and Licensed Professional)

a State-regulated development and / or construction professional who is a holder of a Certificate of Registration and of a license in the form of a professional identification (ID) card duly issued by the Professional Regulation Commission (PRC) for practice in the Philippines, in full accordance with the pertinent Professional Regulatory Law (PRL), its IRR and derivative regulations (DRs). Under this Act, the RLPs for certain classes / types of buildings / structures and their grounds / sites are:

RLA: Registered and Licensed Architect;

RLAE: Registered and Licensed Agricultural Engineer;

RLCE: Registered and Licensed Civil Engineer;

RLEE: Registered and Licensed Electronics Engineer;

RLEnP: Registered and Licensed Environmental Planner;

RLGE: Registered and Licensed Geodetic Engineer;

RLID: Registered and Licensed Interior Designer;

RLLA: Registered and Licensed Landscape Architect;

RLPE: Registered and Licensed Plumbing Engineer (or Master Plumber);

RLPEE: Registered and Licensed Professional Electrical Engineer;

RLPME: Registered and Licensed Professional Mechanical Engineer; and

RLSE: Registered and Licensed Sanitary Engineer.

RROW the surface/area existing between two (2) or more defined activity spaces/properties that afford such areas direct pedestrian and vehicular access. The RROW / street usually lies between two (2) or more parallel properties and its width is horizontally measured from opposite property

12

Term Definition

lines. In particular, the RROW/ street shall consist of the sidewalk, the curb and gutter (where present), the carriageway (roadway) and all of the other hard-scapes (including street furniture) and soft-scapes that may be initially introduced within the RROW limits; also defined as a public open space for the continuous flow of pedestrian and vehicular traffic, including the air space above such RROW, that must be free of all forms of prohibited physical obstructions:

Public RROW: Any access-way sited on a road lot, which is designated as a public space and which has been dedicated or deeded to the public for continued use by both pedestrians and vehicles. A public RROW is part of the public domain and is usually paved and complete with the requisite facilities and elements, all financed by public funds. As such, the public RROW cannot be used for private use and enjoyment of any form, nor can it be used for any private commercial or business purposes. If temporary private use on the public RROW such as hourly parking is permitted, the appropriate parking fees shall apply and all collected fees shall accrue to the appropriate Government agency tasked with its maintenance;

Private RROW: Any access-way sited on a road lot, which is designated as a public space and which has been dedicated or deeded for continued use by both pedestrians and vehicles. A private RROW, while considered part of the public domain, is usually paved and complete with the requisite facilities and elements, all financed by private funds. As such, certain portions of the private RROW may be used for duly-permitted private use and enjoyment, commercial or business purposes. If temporary private use on the private RROW such as hourly parking is permitted, the appropriate parking fees shall apply and all collected fees shall accrue to the entity that financed its construction and / or that spends for its maintenance.

Sidewalk the portion of the RROW/ street which is for the exclusive use of pedestrians. The use of the sidewalk in any form by vehicles such as laterally traversing the length of the sidewalk or parking on the sidewalk are prohibited acts. Being part of the public domain, any form of private use or enjoyment or any form of public use that violates its dedicated function for pedestrian use are all prohibited.

Street The technical/ legal term RROW is the same as street.

Sustainable Design is the philosophy of designing physical objects, the built environment and services to substantially comply with the principles of economic, social and ecological sustainability, without compromising natural and other resources that must be bequeathed to future generations.

TGFA (Total Gross Floor Area)

is the total floor space within a building (inclusive of extensions/ additions to such a building/ enclosed area) and its auxiliary buildings; the TGFA consists of the GFA and all other enclosed/ partially enclosed support areas that are built up and/or paved (with an impervious surface) together with all other usable horizontal areas/surfaces above and below the finished grade line (FGL) that are all physically attached to such a building; areas such as open/semi-covered parking areas,

13

Term Definition

vehicle waiting areas, walks/covered walks, courts, pools, ponds/grotto, generator shed/pump room/s and elevated platforms/ view decks all form part of the TGFA; the TGFA also defined as the total floor space within the main and auxiliary buildings primarily consisting of the GFA and all other enclosed support areas together with all other usable horizontal areas / surfaces above and below established grade level that are all physically attached to the building / s which shall consists of the following:

Covered areas used for parking and driveways, services and utilities. The TGFA specifically excludes provisions for courts above grade level;

Vertical penetrations in parking floors where no residential or office units are present;

Uncovered areas for helipads, air-conditioning cooling towers or ACCU balconies, overhead water tanks, roof decks, laundry areas and cages, wading or swimming pools, whirlpool or jacuzzis, terraces, gardens, courts or plazas, balconies exceeding 10m2, fire escape structures and the like; and

Other building projections which may additionally function as floors or platforms if properly reinforced e.g. the top surfaces of roof extensions / eaves, sun-breakers, large roofed or cantilevered areas such as porte cocheres, canopies and the like.

TLA (total lot area) the total surface area of a lot / property as generally determined by the lengths of its frontage (usually along a RROW / street), sides and rear, with the area measurement taken at a common right angle and not parallel to the surface of the lot / property, particularly if the same is sloping (at an incline).

ZO (zoning ordinance)

a local development control in the form of a local law for a specific LGU and its jurisdiction; with the NBCP only setting the minimum building standards, the ZO can readily exceed such minima to provide more stringent or stricter building regulations as part of the ZO IRR.

14

SCHEDULE 1: EQUITY REQUIREMENTS

1. The Initial Shareholders and their percentage ownership in the Concessionaire as at

the Signing Date are:

Initial Shareholder Ownership %

Megawide Construction Corporation 51%

WM Property Management, Inc. 49%

2. The Lead Member is Megawide Construction Corporation.

3. The Qualifying Initial Shareholders and their individual Equity Requirements are:

Qualifying Initial Shareholder Ownership %

Megawide Construction Corporation 51%

WM Property Management, Inc. 49%

4. The Equity Requirement (being the minimum percentage shareholding in the

Concessionaire that each Initial Shareholder must retain throughout the Lock-Up

Period on Initial Shareholder):

Qualifying Initial Shareholder Ownership %

Megawide Construction Corporation (Lead Member)

51%

WM Property Management, Inc. (Qualifying Initial Shareholder)

49%

5. The O&M Sponsor is WM Property Management, Inc. and the designated Facility

Operator is the Concessionaire, MWM Terminals, Inc.

15

Location of the Project Land for Southwest ITS Project within Metro Manila

SCHEDULE 2: DESCRIPTION OF THE PROJECT

1. PROJECT LAND

The Project Land for the Project is located in southwest Metro Manila at the PRA

property beside Asia World/Uniwide along Coastal Road, Parañaque City. The

figure below illustrates the location of the Project Land within Metro Manila.

SOUTHWEST ITS

PROJECT

16

1.1. Details of the Project Land

Location of the Project Land

The Project Land is located in the southwestern part of Metro Manila and it lies near Manila-Cavite Expressway which connects Metro Manila to the province of Cavite.

Co-ordinates Latitude - 14°30'44.04"N; Longitude - 120°59'31.71"E

Area of the Project Land

4.59 Hectares

Access The Project Land is accessible from the Manila-Cavite Expressway (R1 Expressway) and there are plans to provide access to the Project Land from Diosdado Macapagal Boulevard (DMB) and the future LRT-1 Cavite Extension.

The following plan illustrates the structure of the Project Land and also shows

the developments in the context areas.

TO CAVITE

TO MANILA

R-1 EXPRESSWAY

PROJECT SITE- PART 1(2.9 HECTARE)

DIOSDADO MACAPAGAL BOULEVARD


Location of Proposed LRT Station

TOTAL PROJECT SITE- 4.59 HECTARE

Shape and structure of the Project Land

Location of LRT Station is indicative

17

1.2 Details of Access Road Land

The following plan illustrates the access roads leading to the Project Land.

TO CAVITE

TO MANILA

R-1 EXPRESSWAY




Location of Proposed

LRT Station


Access Roads to be developed by the Concessionaire

2. GENERAL SCOPE OF WORK

The Concessionaire is required to plan, design, finance, construct, develop, equip,

operate, maintain and manage the Project and enjoy its commercial benefits for

the Concession Period. The main focus of the Concessionaire should be to

develop the ITS Terminal with facilities for passengers/ public along with

Commercial Assets.

The Concessionaire shall carry out works and services as required and to comply

with all the provisions of the Concession Agreement, the Schedules to the

Concession Agreement and conforming to the applicable regulations/ norms/

standards, etc.

The main components to be developed at the Project Land and Access Road Land

are:

o ITS Terminal, Access Road and the pedestrian connection/s between

the ITS Terminal and the LRT-1 Cavite Extension Project’s Asia World

Station concourse adhering to the design parameters as stipulated in

Schedule 5 (Engineering Procurement and Construction of the ITS Terminal

and Access Road) and other provisions of this Concession Agreement.

o Commercial Asset (at the Concessionaire's option), adhering to the

following considerations:

18

– must be in compliance with the approved Commercial Development

Plan, Relevant Rules and Procedures and the EHS Guidelines;

– shall not include any residential property component of any nature

(but provided that for this purpose the development of (1) hotels and

(2) serviced apartments/hotel apartments shall not deemed to

constitute "residential property";

– shall conform to applicable regulations / norms/ standards; and

– shall have adequate parking spaces and shall adhere to the minimum

parking regulations under the P.D. No. 1096, the 1977 National

Building Code of the Philippines, its 2004 Revised IRR and its various

Referral Codes and other applicable regulations / norms/ standards.

19

SCHEDULE 3: GRANTOR’S RESPONSIBILTIES

1. RESPONSIBILITIES PRIOR TO CONSTRUCTION START DATE

The obligations mentioned in section 1 of this Schedule 3 (Grantor’s

Responsibilities) are Conditions Precedent to the Construction Start Date.

No later than thirty (30) days from the Signing Date, the Grantor shall designate

its representatives to the Project Dispute Resolution Board in accordance with

Section 31 (Dispute Resolution) and its representatives to the Steering Group in

accordance with Section 20 (Project Management), and shall provide written

details of the same to the Concessionaire.

As a condition precedent to the Construction Start Date, the Grantor shall

provide to the Concessionaire the full and exclusive and uninterrupted use and

possession of the Project Land and Access Road Land as set out in Schedule 2

(Description of the Project) and Section 4 of this Schedule 3 (Grantor's

Responsibilities). Prior to the Construction Start Date, the Grantor shall, when

requested by the Concessionaire but no more than forty-eight (48) hours from

the original request, and subject to compliance with reasonable conditions as to

safety, security and confidentiality, permit the Concessionaire to (i) enter and

inspect the Project Land and Access Road Land, and (ii) have access to all of the

Grantor’s records relating to the Project Land and Access Road.

2. RESPONSIBILITIES PRIOR TO COMPLETION DATE

The Grantor shall issue to the Concessionaire or the Facility Operator an

Operating Franchise within thirty (30) days from the Concessionaire’s or Facility

Operator’s compliance with all of the procedures and requirements in Schedule

14 (Operating Franchise Particulars).

3. GENERAL PRINCIPLES REGARDING SCHEDULING AND BAY ALLOCATION

COMMITTEE

3.1 The Scheduling and Bay Allocation Committee shall consist of authorized

representatives from the following key stakeholders:

DOTC,

LTFRB,

MMDA; and

20

Representative of provincial bus operators

3.2 The Scheduling and Bay Allocation Committee shall be established by the

Grantor no later than three (3) months prior to the Required Completion Date.

3.3 The Scheduling and Bay Allocation Committee shall be comprised of two (2)

representatives each from the DOTC, LTFRB, MMDA and one (1) representative

of the provincial bus operators. The Scheduling and Bay Allocation Committee

shall be chaired by the Grantor’s representative. The number of representatives

may be adjusted by mutual agreement between the Grantor and the above

mentioned stakeholders.

3.4 A meeting of the Scheduling and Bay Allocation Committee and the

Concessionaire shall be convened by the Chairperson within fifteen (15)

Business Days from the date the Concessionaire submits the Terminal Schedule

as prepared in accordance with Section 15.12.c of this Concession Agreement.

The agenda of the meeting shall be:

(a) to review the Terminal Schedule on the basis of following principles:

(i) The Terminal Schedule ensures the optimal utilization of the ITS

Terminal’s capacity;

(ii) The Terminal Schedule ensures fair and impartial allocation of the

embarkation bays among all the provincial bus operators;

(iii) The Terminal Schedule provides at least 12 minutes to each

provincial bus for loading the passengers from the embarkation

bay;

(b) to decide:

(i) whether such Terminal Schedule shall be recommended to LTFRB

for its approval; or

(ii) whether to request Concessionaire for further revisions in the

Terminal Schedule.

3.5 If the Scheduling and Bay Allocation Committee gives notice to the

Concessionaire that it requires further revisions in the submitted Terminal

Schedule, the Concessionaire shall provide the revised Terminal Schedule within

such reasonable time as is specified by the Scheduling and Bay Allocation

Committee in the notice.

3.6 The Concessionaire and the Scheduling and Bay Allocation Committee shall

engage in iterative dialogue in relation to the further submission to be made

(whether of an amended or a new Terminal Schedule) so as to maximise the

probability that the further submission shall be approved by the Scheduling and

Bay Allocation Committee no later than one (1) month prior to the Required

21

Completion Date and shall be further recommended to the LTFRB for its

approval.

3.7 The Scheduling and Bay Allocation Committee shall ensure the approval of

Terminal Schedule from LTFRB before the issuance of the Provisional

Acceptance Certificate or the Final Acceptance Certificate, whichever is

applicable.

3.8 After the issuance of Provisional Acceptance Certificate or Final Acceptance

Certificate, whichever is earlier, the Scheduling and Bay Allocation Committee

shall meet every three (3) months or more frequently as required by the Grantor

or the Concessionaire. Such meetings shall be for reviewing the implementation

of the Terminal Schedule and for reviewing any revisions in the Terminal

Schedule proposed by the Concessionaire or the Grantor, as the case may be.

4. SITE PLAN OF PROJECT LAND

TO CAVITE

TO MANILA

R-1 EXPRESSWAY




Location of Proposed LRT Station


Southwest ITS Project Site Location of LRT Station is indicative.

Note: The Transfer Certificate of Title (TCT) and Technical Description for the

Project Land are enclosed as Annex 3A.

22

5. PLAN OF ACCESS ROAD LANDS

TO CAVITE

TO MANILA

R-1 EXPRESSWAY




Location of Proposed

LRT Station


Access Roads to be developed by the Concessionaire

Note: The typical cross-section and other indicative drawings related to Access Road

are enclosed as Annex 3B.

23

ANNEX 3A

TRANSFER CERTIFICATE OF TITLE (TCT) AND

TECHNICAL DESCRIPTION FOR THE PROJECT LAND

24

ANNEX 3B

TYPICAL CROSS-SECTION AND OTHER INDICATIVE

DRAWINGS RELATED TO ACCESS ROAD

25

SCHEDULE 4: MEETINGS

1. MEETING SCHEDULE FOR CONSTRUCTION PERIOD

Activity Frequency and Purpose

Construction review meeting Not less than every two (2) weeks

with transfer of information on a

weekly basis – To ensure activities

associated with the safe and efficient

construction of the Project is achieved

in the agreed timescales

Steering Group (SG) Monthly – Conduct project review of

activities with reports from all sub

groups and working parties reviewed

by exception – Has primacy in the

meeting structure and shall be chaired

by the Grantor or nominated

representative

Project Dispute Resolution Board (PDRB) As required or directed by Steering

Group – resolution of issues and

disputes raised by sub groups.

Resolution includes returning issue to

originating group in accordance with

Section 31.2 of the Concession

Agreement.

2. MEETING SCHEDULE FOR OPERATIONS PERIOD


Steering Group (SG) Every six (6) months or more

frequently as required by the Grantor -

meeting for reviewing the operation,

maintenance, management and safety

objective statistics as per the O&M

Manual – Has primacy in the meeting

26


structure and shall be chaired by the

Grantor or nominated representative

Scheduling and Bay Allocation

Committee

Every three (3) months or more

frequently as required by the Grantor

or the Concessionaire – for reviewing

the implementation of the Terminal

Schedule and any revisions in the

Terminal Schedule as proposed by the

Concessionaire or the Grantor.

Annual objective review meeting Immediately prior to business

planning cycle for future year – review

of annual plan & Terminal Plan

achievements and presentation of

objectives for following year. Chaired

by a nominated representative of the

Grantor.

It is expected that the Concessionaire shall have an internal meeting structure that

complements those meetings identified in this Schedule 4 (Meetings).

27

SCHEDULE 5: ENGINEERING, PROCUREMENT AND CONSTRUCTION

OF THE ITS TERMINAL AND ACCESS ROAD

1. INTRODUCTION

The Engineering, Procurement and Construction (EPC) of the Works relating to

the ITS Terminal and Access Road requires close liaison between all parties to

ensure the requirements of the site development planning, facility design,

construction, commissioning and acceptance are completed in the most effective

and efficient manner.

The Concessionaire shall ensure that sufficient staff, with the appropriate skills,

experience and competency, are employed to carry out the work in accordance

with:

o the relevant Detailed Design;

o the relevant MPSS; and

o all Relevant Rules & Procedures and applicable regulations/ norms/

standards, etc.

The Concessionaire shall maintain a document control process for the Detailed

Design, as built engineering drawings ensuring the accuracy and currency of the

master drawings. Controlled copies of all drawings shall be provided to the

Independent Consultant and Grantor. Controlled copies of all Relevant Rules &

Procedures and applicable regulations/ norms/ standards, etc. and MPSS shall

also be maintained.

The Concessionaire shall, in accordance with Part 4 (Works Timetable) to this

Schedule 5 (Engineering, Procurement and Construction of the ITS Terminal and

Access Road), develop and update throughout the Construction Period the

schedule [as initially submitted by the Concessionaire as part of the Project

Execution Plan (PEP)] in the form of a Primavera P3e (or equivalent

internationally recognized project planning software application) identifying

activities, proposed durations and timings for Works delivery (the "Works

Timetable"). The Works Timetable shall form the basis of a construction review

meeting as described in Schedule 4 (Meetings).

2. E&S IMPACT ASSESSMENT

The Concessionaire shall procure a consultant to carry out the preparation of an

E&S Impact Assessment in accordance with the provisions of Section 15.7

(Environmental and Social Requirements and Safety) of the Concession

28

Agreement for approval that meets the requirements of: (i) all Relevant Rules &

Procedures and applicable regulations/ norms/ standards, etc.; and (ii) EHS

Guidelines, whichever is more stringent. As an integral part of the E&S Impact

Assessment the Concessionaire shall undertake a Traffic Impact Assessment (the

“Traffic Impact Assessment”) as further outlined in paragraph 2(k) below. The

E&S Impact Assessment shall include (without limitation) the following:

a) seismicity - mitigation in the Detailed Design;

b) liquefaction and ground settlement - mitigation in the Detailed Design;

c) terrestrial and aquatic - avoidance and mitigation in detailed design and

the Construction Period;

d) hydrology (flooding) - mitigation in the Detailed Design;

e) contamination of water - mitigation in detailed design and the

Construction Period;

f) noise and vibration - mitigation in detailed design and the Construction

Period;

g) air quality - mitigation in the Construction Period;

h) employment - local employment during the Construction Period;

i) disturbance of businesses - mitigation during Construction Period;

j) utilities disruption - mitigation during the Construction Period; and

k) Traffic Impact Assessment, which shall contain, (without limitation) the

following:

a. A description of the site and study area. This will include a description

of the proposed land use (i.e., size, type, and location), phases of

development and site development plan;

b. Purpose and objectives of the analysis;

c. Determination and identification of the area of influence of the

development;

d. Description of existing roadway / transportation conditions including

traffic volumes, transit accessibility, accidents, road geometry, transit,

bicycle and pedestrian facilities, traffic signals, overall traffic

operations and circulation;

e. Identification of traffic congestion, accident areas and other

deficiencies of the transportation system in the study area;

f. Anticipated nearby land development (planned or under

construction) and associated traffic and overall traffic growth trends

in the area;

29

g. Anticipated trip generation and daily peak hour traffic volumes of the

proposed development at full build and at any interim construction

phase;

h. Projection of existing traffic to a future design year;

i. A future traffic volume plan for typical daily and key peak hours of the

development and roadway system;

j. Identification of traffic congestion, safety problems and / or other

deficiencies of the future transportation system (for vehicle, transit,

bicycle and pedestrian travel), with and without the proposed

development, including identified transportation improvements being

planned by other public or private organizations that are expected to

be in operation by the future years under study;

k. An assessment of the change in roadway operating conditions

resulting from the development (quantifying the impact of the

development);

l. Development and evaluation of potential improvement measures

needed to mitigate the impact of the development to the level defined

by local/state policies;

m. Recommendations for site access and transportation improvements

needed to maintain traffic flow to, from, within, and past the site at an

acceptable and safe level of service. Improvements typically include

roadway widening, turn lanes, traffic signals, bicycle, pedestrian and

transit amenities, safety measures, sight distance, and transportation

demand management strategies; and

n. Coordination efforts with other affected jurisdictions impacted by the

development.

The Concessionaire shall update the E&S Impact Assessment and ESMS based on

specific site issues during the Construction Period. The Concessionaire shall

comply with its obligations of Section 15.7 (Environmental and Social

Requirements and Safety) of the Concession Agreement.

The Concessionaire shall prepare E&S management and monitoring plans to be

incorporated in the overall ESMS. In order to implement the mitigation measures

identified in the E&S Impact Assessment and carry out the monitoring activities

to measure and evaluate their effectiveness. The Concessionaire shall report to

the Grantor on compliance and areas of non-compliance of such plans during the

construction review meetings as detailed in Schedule 4 (Meetings) to this

Concession Agreement.

The Concessionaire is required to develop a Reliability, Availability,

Maintainability and Safety (RAMS) programme plan (the "RAMS Plan"). This

30

RAMS Plan shall outline the reliability, availability, maintainability and safety

targets and the process to be followed to achieve these targets. The RAMS Plan

shall adopt the principles of European Standard EN50126.

31

Part 1: Independent Consultant

1. FUNCTION

The Independent Consultant shall carry out the following functions, among

others:

o review and approval of the Design Submittals Schedule.

o reviewing and determining whether the Detailed Designs submitted by

the Concessionaire comply with the MPSS;

o reviewing and determining whether the mitigations identified in the E&S

Impact Assessment submitted by the Concessionaire are being applied

and approving the same;

o engagement and participation in the processes for the evaluation and

determination of proposals for changes to Detailed Designs and MPSS;

o review the Commercial Development Plan submitted by the

Concessionaire and provide recommendations to the Grantor for its

approval;

o issuing a Design Acceptance Certificate after consultation with the

Grantor, stating that the Detailed Design in respect of the part of the

Works to which it relates complies with the Design Requirements;

o inspection of the state and progress of the Works;

o assessing the adequacy and accuracy of the documentation and plans

relating to the Project Assets which the Concessionaire (or any

Subcontractor) is using or may reasonably be expected to use;

o determining whether and to what extent the Works are being and are

likely to be carried out in accordance with the Concession Agreement;

o review and approve the information technology system and software

proposed by the Concessionaire for the preparation, management,

monitoring and implementation of Terminal Schedule;

o review the O&M Manual submitted by the Concessionaire and provide

recommendations to the Grantor for its approval;

o participation and engagement in Commissioning and Acceptance Tests

and the decision whether they have been passed and a Commissioning

and Acceptance Notice be given;

o participation and engagement in the final and substantial acceptance

procedure, (including the issuance of a Final Acceptance Certificate), the

32

rectification of Punch List Items and the carrying out of further tests in

accordance with Section 11 (Commissioning and Acceptance) of the

Concession Agreement;

o determining the Concessionaire has adopted provisions necessary to

ensure the safe (including, without limitation, structural safety and life,

fire and safety systems) operation and maintenance of the ITS Terminal;

o the determination of time extensions;

o carrying out the duties required in the event of Termination as

contemplated in Schedule 8 (Financial Consequences of Termination), and

o engagement and participation in questions concerning the disposal of

Project Assets.

The Independent Consultant shall prepare and submit to the Grantor and the

Concessionaire such reports as detailed in the terms of reference for the

appointment of the Independent Consultant.

2. INSPECTION AND MONITORING

The Grantor or the Independent Consultant may at any time during the

Construction Period give the Concessionaire a notice to inspect, check or test the

Works in progress. The Concessionaire shall ensure that the Grantor and the

Independent Consultant are given sufficient access to any relevant part of the

Project Land, and any other premises in which the design or fabrication of any

part of the Works is taking place, for the purpose of such inspection, checking or

testing.

The Concessionaire shall grant to the Independent Consultant such access to

persons and papers as the Independent Consultant reasonably requires for the

purposes of his functions, upon reasonable notice and at reasonable times

providing assistance, equipment and materials as may be reasonably required to

carry out such inspection, checking or testing.

33

Part 2: Minimum Performance Standards and Specifications (MPSS)

1. INTRODUCTION

The Concessionaire must, no later than one hundred twenty (120) days after the

Signing Date provide the Independent Consultant with a Design Submittals

Schedule (the “Design Submittals Schedule”) setting out the schedule for the

submission of the architectural documents i.e. architectural perspectives, plans,

designs, drawings, computations and like deliverables by the Concessionaire to

the Independent Consultant. The architectural documents should be submitted

in the order and timescale outlined in the Design Submittals Schedule, provided

that in no event shall the Detailed Design be submitted later than one hundred

twenty (120) days after the Signing Date. Changes to the Design Submittals

Schedule must be agreed with the Independent Consultant prior to

implementation.

The Design Submittals Schedule shall allow sufficient time for the Independent

Consultant to carry out his duties under this Part 2 to Schedule 5 (Engineering,

Procurement and Construction of the ITS Terminal and Access Road) in respect of

each element of the Detailed Design. The Independent Consultant may either

approve the Design Submittals Schedule or require revisions thereto. If revisions

are required, the Concessionaire shall make such revisions (but shall be entitled

to make representations to the Independent Consultant if it considers that the

revisions required would unreasonably prejudice its ability to achieve the

Milestones).

Before beginning the Works, the Concessionaire must have received from the

Independent Consultant a Design Acceptance Certificate in relation to the

Detailed Design.

A Design Acceptance Certificate is a certificate given by the Independent

Consultant to the Concessionaire, after consultation with the Grantor, stating

that the Detailed Design in respect of the part of the Works to which it relates

complies with the Design Requirements (the “Design Requirements”) as

outlined below. Any issuance of a Design Acceptance Certificate shall not be

construed as an express or implied warranty by the Grantor that the Detailed

Design complies with the Design Requirements.

2. DESIGN REQUIREMENTS

In relation to each of the Works, the Design Requirements are that the Detailed

Design in question must be consistent with:

34

o the relevant provisions mentioned in this Part 2 of Schedule 5

(Engineering, Procurement and Construction of the ITS Terminal and Access

Road);

o the Key Performance Indicators (KPI) and Standards for Operations &

Maintenance (O&M) of the ITS Terminal as mentioned in Part 1 of

Schedule 6 (Concessionaire Responsibilities for the Operations and

Maintenance Activities)

o Security standards as mentioned in Schedule 19 (Minimum Security

Standards and Mandatory Requirements)

o Prudent Industry Practice;


standards, etc.;

o all Relevant Consents; and

o not, in its implementation, contemplate or require that the relevant

Detailed Design is or is likely to be completed later than the time provided

for that completion in this Concession Agreement; or lead to the costs to

be borne by the Grantor in carrying out their obligations under this

Concession Agreement being higher (whether by reason of Delay,

inefficient operation or otherwise) than are contemplated by this


[The Concessionaire is obligated to engage with the Facility Operator and seek its

approval for the proposed designs before submitting the Designs for approval and

certification by the Independent Consultant.][To be retained where Bidder elects to

operate and maintain the ITS Terminal using a Facility Operator.]

3. SUBMISSION FOR APPROVAL

Not later than the date specified in the Design Submittals Schedule for its

submission, the Concessionaire shall submit to the Grantor, with a copy to the

Independent Consultant:

o a proposed Detailed Design;

o an explanation, in such detail as is necessary or expedient to enable the

Grantor fully and efficiently to understand the Detailed Design, and in

particular, how it complies with the Design Requirements; and

o such other information as the Grantor may reasonably request for the

purposes of its consideration of the Detailed Design.

35

4. REVIEW OF SUBMISSION

The Independent Consultant shall within ten (10) days of receipt of the same

review a submission of Detailed Design by the Concessionaire for compliance

with the design requirements and decide whether such Detailed Design is

approved, partially approved (with a request for further information from the

Concessionaire relating to the submitted Detailed Design) or rejected.

APPROVAL OF DETAILED DESIGN

If the Independent Consultant approves a submitted Detailed Design, the

Independent Consultant shall issue a Design Acceptance Certificate within the

time specified, approving the submitted Detailed Design.

Following the issuance by the Independent Consultant of a Design Acceptance

Certificate approving a submitted Detailed Design, the Concessionaire shall

(without prejudice to Section 27.4.d(4) of the Concession Agreement) issue to

the Grantor (at no cost to the Grantor) a royalty free, non-exclusive, sub-

licensable, transferable, irrevocable and world-wide license for the use of such

Detailed Design (including but without limitation to make copy, issue copies,

show in public and make an adaptation thereof) by the Grantor and their

authorized representatives, assigns and successors for any purpose necessary to

permit the Grantor to complete or cause the completion of the ITS Terminal and

Access Road.

5. REJECTION OF DETAILED DESIGN

If the Independent Consultant rejects a submitted Detailed Design:

o the Independent Consultant shall issue a notice of rejection to the

Concessionaire (with a copy to the Grantor) that must specify in detail

why the submitted Detailed Design fails to comply with the Design

Requirements and in general terms what the Independent Consultant

considers necessary to be done to the submitted Detailed Design to make

it comply with the Design Requirements; and

o the Concessionaire shall submit to the Independent Consultant an

amended Detailed Design or a new Detailed Design as soon as reasonably

practicable after receiving the notice of rejection.

6. FURTHER INFORMATION

If the Independent Consultant gives notice that it requires further information in

relation to a submitted Detailed Design, the Concessionaire shall provide that

36

information within such reasonable time as specified by the Independent

Consultant in the notice.

7. FURTHER SUBMISSIONS

After having had a submitted Detailed Design rejected or a request for further

information, the Concessionaire and the Independent Consultant shall engage in

iterative dialogue in relation to the further submission to be made (whether of

an amended or a new Detailed Design) so as to maximize the probability that the

further submission shall be approved.

8. FAILURE

If the Concessionaire fails to obtain a Design Acceptance Certificate in relation to

a submitted Detailed Design, no later than sixty (60) Business Days after its first

submission, and this is not due to:

o any unreasonable delay or refusal by the Independent Consultant to issue

a Deign Acceptance Certificate; or

o a Grantor Delay Event, a Force Majeure Delay Event or a MAGA Delay

Event

then it shall constitute a Concessionaire Delay Event and the provisions of

Section 14.5 (Consequences of Concessionaire Delay Event) of this Concession

Agreement shall apply.

9. CHANGE TO DETAILED DESIGN

9.1 Proposed Grantor Detailed Design Change

If, after a Design Acceptance Certificate has been issued, the Grantor wishes to

change the Detailed Design, the Grantor shall submit to the Concessionaire a

notice specifying:

o the change to the Detailed Design proposed; and

o the reasons therefor.

Within twenty (20) Business Days of receipt of a proposed Grantor Detailed

Design Change, the Concessionaire shall give notice to the Grantor stating:

o its estimate of the financial consequences of the proposed Grantor

Detailed Design Change; and

o its estimate of the impact of the proposed Grantor Detailed Design Change

on:

37

the probability that the requirements of the Design Submittals

Schedule shall be met;

the probability that the requirements of the Works Timetable shall

be met; and

the probability that the Required Completion Date shall be met.

A proposed Grantor Detailed Design Change shall be made only if (and subject to

paragraph 12 below) the Grantor has agreed in writing to:

o bear the financial consequences of the proposed Grantor's Detailed

Design Change on cost basis as contemplated in Section 26.1 of this

Concession Agreement;

and the proposed Grantor Detailed Design Change does not breach:


o any Relevant Rules and Procedures; or

o any Relevant Consent.

9.2 Proposed Concessionaire Detailed Design Change

If, after a Design Acceptance Certificate has been issued, the Concessionaire

wishes to change the Detailed Design in question, it shall submit to the Grantor a

notice specifying:

o the change to the Detailed Design it proposes;

o its reasons;

o the extent to which the proposed Concessionaire Detailed Design Change

complies with the relevant MPSS;

o its estimate of the financial consequences of the proposed Concessionaire

Detailed Design Change; and

o its estimate of the impact of the proposed Concessionaire Detailed Design

Change on:




be met; and

the probability that the Required Completion Date shall be met,

If a proposed Concessionaire Detailed Design Change has or is likely to have a

material adverse effect on:

38

o the cost of the relevant Works;

o the probability that the requirements of the Design Submittals Schedule

shall be met;

o the probability that the requirements of the Works Timetable shall be

met; or

o the probability that the Required Completion Date shall be met,

but would, if made, still comply with the relevant MPSS, the Independent

Consultant may, by notice to the Concessionaire, reject the proposed Detailed

Design Change. However, the proposed Concessionaire Detailed Design Change

may be (subject to paragraph 12 below) accepted if:

o the Concessionaire undertakes to bear the financial consequences of the

Concessionaire Detailed Design Change including the consequences of any

Delay;

o the Concessionaire Detailed Design Change does not contemplate a Delay

in the commencement of the Services and operation and maintenance of

the ITS Terminal later than the Required Completion Date; and

o the proposed Concessionaire Detailed Design Change does not breach

Prudent Industry Practice, any Relevant Rules and Procedures, or any

Relevant Consent.

If a proposed Concessionaire Detailed Design Change has or is likely to have a

material adverse effect on:



shall be met;


met; or


and would, if made, not comply with the relevant MPSS, the Independent

Consultant shall, by notice to the Concessionaire, reject the proposed

Concessionaire Detailed Design Change. In such a case, if the Concessionaire

wishes to proceed with the proposed Concessionaire Detailed Design Change in

question, the Concessionaire must follow the procedure outlined in paragraph 10

of this Part 2 to Schedule 5 (Engineering, Procurement and Construction of the ITS

Terminal and Access Road) regarding requests for changes to MPSS.

39

If a proposed Concessionaire Detailed Design Change shall not have a material

adverse effect on the following



shall be met;


met; or


and would, if made, still comply with the relevant MPSS, the Concessionaire may,

upon approval of the Independent Consultant and subject to paragraph 12

below, make the proposed Concessionaire Detailed Design Change in question.

If a proposed Concessionaire Detailed Design Change shall not have a material

adverse effect on:



shall be met;


met; or


and would, if made, not comply with the relevant MPSS, the Independent

Consultant shall, by notice to the Concessionaire, reject the proposed

Concessionaire Detailed Design Change. In such a case, if the Concessionaire

wishes to proceed with the proposed Concessionaire Detailed Design Change in

question, the Concessionaire must follow the procedure outlined in paragraph

10.2 of this Part 2 of Schedule 5 (Engineering, Procurement and Construction of

the ITS Terminal and Access Road) regarding requests for changes to MPSS.

10. MPSS CHANGE

In relation to each of the Works, the Design Requirements are that the MPSS in

question must be consistent with:



standards, etc.;

o all Relevant Consents; and

40

o not, in its implementation, contemplate or require that the relevant

Detailed Design is or is likely to be completed later than the time provided

for that completion in this Concession Agreement; or lead to the costs to

be borne by the Grantor in carrying out their obligations under this

Concession Agreement being higher (whether by reason of Delay,

inefficient operation or otherwise) than are contemplated by this


10.1 Proposed Grantor MPSS Change

If, after a Design Acceptance Certificate has been issued, the Grantor wishes to

change the MPSS in question, it shall submit to the Concessionaire a notice

specifying:

o the change to the MPSS it proposes; and

o its reasons.

Within twenty (20) Business Days of receipt of a proposed Grantor MPSS Change,

the Concessionaire shall give notice to the Grantor stating:

o its estimate of the financial consequences of the proposed Grantor MPSS

Change; and

o its estimate of the impact of the proposed Grantor MPSS Change on:




be met; and

the probability that the Required Completion Date shall be met.

The proposed Grantor MPSS Change shall be made only if (and subject to

paragraph 12 below) the Grantor has agreed in writing to:

o bear the financial consequences of the proposed Grantor MPSS Change on

cost basis, as contemplated in Section 26.1 of this Concession Agreement;

and

and the proposed Grantor MPSS Change does not breach:


o any Relevant Rules and Procedures; or

o any Relevant Consent.

41

10.2 Proposed Concessionaire MPSS Change

If, after a Design Acceptance Certificate has been issued, the Concessionaire

wishes to change the MPSS in question, it shall submit to the Grantor a notice

specifying:

o the change to the MPSS it proposes;

o its reasons;

o its estimate of the impact of the change to the MPSS on the Relevant

Works;

o its estimate of the financial consequences of the proposed Concessionaire

MPSS Change to the MPSS;

o its estimate of the impact of the change to the MPSS on the:

probability that the requirements of the Design Submittals



be met; and

the probability that the Required Completion Date shall be met,

If the proposed Concessionaire MPSS Change has, or is likely to have no material

adverse effect on:

o the cost of the Relevant Works;

o the quality of the Relevant Works;


shall be met;


met; or


the Independent Consultant may allow, subject to prior consultation with the

Grantor, the proposed Concessionaire MPSS Change in question. Before

proceeding with any such proposed Concessionaire MPSS Change, the

Concessionaire shall give notice to that effect to the Independent Consultant if

the proposal has, or is likely to have, a material adverse effect on:

o the cost of the Relevant Works;

o the quality of the Relevant Works;

o the probability that the requirements of the Design Timetable shall be

met;

42


met; or

o the probability that the Required Completion Date shall be met.

the Independent Consultant may, by notice to the Concessionaire, reject the

proposed Concessionaire MPSS Change. However, the proposed Concessionaire

MPSS Change may be accepted (subject to paragraph 12 below) if:

o the Concessionaire undertakes to bear the financial consequences of the

proposed Concessionaire MPSS Change including the consequences of any

Delay;

o the proposed Concessionaire MPSS Change does not contemplate a Delay

in the commencement of the Services later than the Required Completion

Date ;

o the proposed Concessionaire MPSS Change does not breach Prudent

Industry Practice, any Relevant Rules and Procedures or any Relevant

Consent.

11. INDEPENDENT CONSULTANT INVOLVEMENT

In all circumstances outlined above the Independent Consultant shall be involved

in the process through:

o the Party proposing the change in question shall send a copy to the

Independent Consultant at the same time as it sends the proposal to the

other Party, and shall ensure that the Independent Consultant receives

copies of all other papers and communications in that respect;

o both Parties shall ensure that the Independent Consultant shall, in a

timely manner, be fully engaged in the process of review, evaluation,

analysis and determination of the proposal;

o conducting a review of a relevant Party's proposed Detailed Design

Change and/or MPSS Change submitted after the Design Acceptance

Certificate has been issued. In addition, the Independent Consultant shall

evaluate the submitted Detailed Design Change and/or MPSS Change and

ensure the proposed Detailed Design Change and/or MPSS Change has

been submitted in accordance with paragraphs 9 and/or 10 (as relevant)

of Part 2 (Minimum Performance Specification and Standards) of Schedule

5 (Engineering, Procurement and Construction of the ITS Terminal and

Access Road);

o following a review in accordance with the preceding paragraph, the

Independent Consultant shall provide the Grantor and the Concessionaire

with a report:

43

1. detailing the findings of the Independent Consultant’s review of

the proposed Detailed Design Change and/or MPSS Change against

the objectives and submission requirements at paragraphs 9

and/or 10 (as relevant) of Part 2 (Minimum Performance

Specification and Standards) of Schedule 5 (Engineering,

Procurement and Construction of the ITS Terminal and Access

Road);

2. prepared on a 'by exception' basis, setting out the conclusion(s)

and any recommendation(s) of the Independent Consultant; and

3. where the Independent Consultant considers the proposed

Detailed Design Change and/or MPSS Change does not satisfy the

requirements of paragraphs 9 and/or 10 (as relevant) of Part 2

(Minimum Performance Specification and Standards) of Schedule 5

(Engineering, Procurement and Construction of the ITS Terminal

and Access Road), identifying such deviations in any

recommendation(s) made pursuant to sub-paragraph 2 above, for

the consideration of the Grantor and the Concessionaire; and

o if satisfied that the proposal meets the stipulated requirements at

paragraphs 9 and/or 10 (as relevant) of Part 2 (Minimum Performance

Specification and Standards) of Schedule 5 (Engineering, Procurement and

Construction of the ITS Terminal and Access Road), then the Independent

Consultant will issue a notice of approval authorizing the required

changes to the Design Acceptance Certificate and will issue an updated

Design Acceptance Certificate to the Parties. [To avoid doubt, no Detailed

Design Change and/or MPSS Change shall be effective until the

Independent Consultant has issued a notice of approval in accordance

with this paragraph 11.]

12. NO OBLIGATION TO REVIEW

Other than detailed above, the Grantor does not assume or owe any obligation to

the Concessionaire to review or approve any design. An absence of a review or

approval by the Independent Consultant of a design shall not relieve the

Concessionaire of its obligations under the Concession Agreement.

13. MPSS

13.1 Purpose

The purpose of these Minimum Performance Standards and Specifications

(MPSS) is to:

44

o establish the minimum requirements that the Concessionaire must

conform with in the design and construction of the ITS Terminal and

Access Road; and

o create certainty for both the Grantor and the Concessionaire in the

standards of performance expected of the Concessionaire.

These MPSS and its Annexes form part of the Concession Agreement and the

Concessionaire is required to conform to all the MPSS provisions.

13.2 Governing Laws and Regulations

a) R.A. No. 6957, as amended by R.A. No. 7718, the Build-Operate-Transfer

(BOT) Law and its implementing rules and regulations (IRR);

b) P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP),

its 2004 Revised IRR, duly promulgated by the DPWH (which set the

minimum building standards) and its various Referral Codes (RCs), which

set building standards that may be higher than those found in the NBCP; if

not found in the NBCP, the applicable minimum standard shall be those

found in the RCs or those that shall be recommended for adoption by the

Concessionaire’s commissioned registered and licensed professional

(RLP);

c) R.A. No. 9514, the 2008 Fire Code of the Philippines (FCP) and its 2009

IRR, duly promulgated by the DILG;

d) B.P. Blg. 344, The Law to Enhance the Mobility of Disabled Persons and its

IRR/ Annex as well as the applicable provisions of R.A. No. 7277,

otherwise known as The Magna Carta for Disabled Persons;

e) the applicable provisions of R.A. No. 9729, the Climate Change Act of 2009

and of R.A. No. 10121, the Philippine Disaster Risk Reduction and

Management Act of 2010 and of applicable environmental laws such as

R.A. No. 8749, the Philippine Clean Air Act of 1999, R.A. No. 9003, the

Ecological Solid Waste Management Act of 2000 and R.A. No. 9275, the

Philippine Clean Water Act of 2004;

f) the various professional regulatory laws [PRLs, e.g. R.A. No. 9266 in the

case of State-registered and licensed architects/ RLAs, R.A. No. 544, as

amended by R.A. No. 1582 for registered and licensed civil engineers/

RLCEs, R.A. No. 1364 for Sanitary Engineering, R.A. No. 1378 for Master

Plumbing, R.A. No. 8560 for Geodetic Engineering, R.A. No. 4209 for

Geology, R.A. No. 7920 for Electrical Engineering, R.A. No. 8495 for

Mechanical Engineering, R.A. No. 9292 for Electronics and

Communications Engineering, R.A. No. 9053 for Landscape Architecture

and R.A. No. 10587 for Environmental Planning (the last 4 only as

applicable), etc. and their derivative regulations];

45

g) R.A. No. 4566, the 1965 Contractor’s Licensing Law, implemented by the

DTI;

h) R.A. No. 386, the New Civil Code of the Philippines (1949), particularly the

civil liability provisions under its Art. 1723;

i) E.O. No. 1008, the Law on Construction Arbitration, implemented by the

DTI; and

j) R.A. No. 9285, The Alternative Dispute Resolution (ADR) Act of 2004, its

IRR and Special Rules of Court on ADR, promulgated by the Supreme

Court (SC) and denominated as A.M. No. 07-11-08-SC.

13.3 Design

13.3.1 Scope of Design Services

The Concessionaire shall prepare the Detailed Design (a) based on its Conceptual

Layout submitted in the Technical Proposal which is part of its Bid, and (b) in

accordance with these MPSS and the requirements provided in Schedule 19

(Minimum Security Standards and Mandatory Requirements).

13.3.2 Components and Outputs of Detailed Design by Concessionaire

The Detailed Design, which the Concessionaire shall prepare and submit to the

Independent Consultant (IC) for review and concurrence, shall cover the

following components and outputs:

A. Building, Grounds Component and Access Roads

The Detailed Design shall include the following outputs which shall all conform

to the MPSS for Design, and provide a level of detail that will enable quantities to

be estimated up to the plus/ minus five percent (+5%) of the final quantities. The

outputs shall be transmitted using international paper/ sheet/ board sizes (i.e.

A4 and A3 page size or A2, A1 and A0 sheet size).

a) Description of the proposed technology and materials e.g. use of pre-

fabricated components and/ or conventional built-on-site technology; use

of concrete/ steel/ fiber cement/ other materials, etc. (A4 page size)

b) Plans, elevations, cross-sections and interior/ exterior perspectives of the

ITS Terminal buildings/ structures at a scale of 1:100 meters (m) or as

applicable, distinguishing between the various building components i.e.

architectural, engineering and allied works [architectural interiors (AI),

interior design (as needed), furniture design, landscape architecture, etc.]

and noting the vastly different site characteristics and existing/ potential

hazards to development and continued use/ occupancy. For the structural

design, sufficiently detailed information is required for the proposed

substructure (i.e. foundation, etc.) and the superstructure. For AI,

46

material/ sample and color boards are required for the key public areas of

the ITS Terminal. (A2, A1 and/ or A0 sheet size)

c) Detailed/ technical specifications of materials and workmanship. As

applicable, these shall include the certificate of accreditation from the

Department of Public Works and Highways (DPWH) Bureau of Research

and Standards (BRS) on the acceptance of new materials/ technology or

of equivalencies in materials for use in the ITS Terminal and Access Road.

(A4 and/or A3 page size)

d) Proof of structural quality and integrity of a completed building,

particularly for projects which used new materials/ technologies. (A4

and/or A3 page size)

e) Detailed Design analyses and computations. (A4 and/or A3 page size)

f) Quantity and cost estimates for the buildings/ structures/ grounds i.e.

BoQ and DCE. (A4 and/or A3 page size)

g) Detailed Construction Management Plan (DCMP) including Construction

Schedule. (A4 or A3 page size and/or A2 sheet size)

h) Supporting data:

1. Simple longitudinal and cross sectional profiles;

2. Geotechnical investigation report (as applicable)/ geological

information report; and

3. Site and building drainage design report. (A4 and/or A3 page size)

B. Furniture/ Furnishings, Fixtures & Equipment (FFFE) Component

The Detailed Design for FFFE shall include the following outputs based on the

MPSS for FFFE:

a. Detailed Layouts, Plans and Design of FFFE, showing their dimensions;

perspectives, plans, and elevations at a scale of 1:10 m, with details at a

scale of 1:5 m; materials specifications; and other basic properties. (A4

and/or A3 page size)

b) Detailed Cost Estimate (DCE). (A4 and/or A3 page size).

13.3.3 Governing Codes and Specifications

The Detailed Design shall be governed by the following Design Codes and

Specifications:

(1) P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP),

its 2004 Revised IRR and its various Referral Codes (RCs), etc;

47

(2) DPWH Standard Specifications for Public Works and Highways, 2004

Edition, Volume II – Highways, Bridges and Airports or ‘Blue Book’;

(3) DPWH, Highway Safety Design Standards 2012;

(4) A Policy on Geometric Design of Highways and Streets, 2004, American

Association of State Highways and Transportation Official (AASHTO);

(5) AASHTO Roadside Design Guide, 4th Edition;

(6) AASHTO HS20-44 (corresponding to full-size trailer loading) for structure

loading;

(7) US Standards, as applicable;

(8) Codes as described in this Part 2 (Minimum Performance Specification and

Standards) of Schedule 5 (Engineering, Procurement and Construction of

the ITS Terminal and Access Road);

(9) All Relevant Rules & Procedures and applicable regulations/ norms/

standards, etc.

13.3.4 Architectural Standards

The architectural quality of the ITS Terminal building/ structure must be in full

accordance with law, specifically with P.D. No. 1096 (1977 NBCP) and its 2004

Revised IRR, and/or with the pertinent RC, and as described in the Part 2

(Minimum Performance Specification and Standards) of Schedule 5 (Engineering,

Procurement and Construction of the ITS Terminal and Access Road). The

architectural documents i.e. architectural perspectives, plans, designs, drawings,

computations and like deliverables by the Concessionaire must be in full

compliance with R.A. No. 9266 (The Architecture Act of 2004) and its 2004 IRR,

as well as with the applicable sections of this Part 2 (Minimum Performance


Construction of the ITS Terminal and Access Road).

a) Windows, doors, required openings and related fenestrations must be in

full accordance with P.D. No. 1096 (1977 NBCP) and its 2004 Revised IRR,

and/or with the pertinent RC. Polyvinyl chloride (PVC) doors and jambs

shall not be used. If doors made of materials other than wood are to be

introduced by the Concessionaire, these must be fire-rated and

thoroughly tested for toxicity (normal and burning conditions) and shall

have the prior acceptance/ approval by the DPWH BRS.

b) Floors must be in full accordance with P.D. No. 1096 (1977 NBCP) and its

2004 Revised IRR, and/or with the pertinent RC:

(1) The finished floor must be of non-skid finish.

48

(2) Where required, a ramp must be provided in full compliance with

the accessibility law (B.P. Blg. 344) and properly labeled i.e. with

the international signage for the disabled i.e. either formed of

concrete/ cement or metal.

c) Suspended ceiling and ceiling cavity, including clear heights reckoned

from finished floor line (FFL) to finished ceiling line (FCL), must be in full

accordance with P.D. No. 1096 (1977 NBCP) and its 2004 Revised IRR,

and/or with the pertinent RC;

d) Roof and roof cavity must be in full accordance with P.D. No. 1096 (1977

NBCP) and its 2004 Revised IRR, and/or with the pertinent RC and with

the pertinent laws governing climate change adaptation and disaster

resiliency, where the Concessionaire’s choice of roofing material must be

adequately protected from the elements.

e) Partitions and circulation and emergency egress: Corridors (single-load),

main staircases, service/ emergency egress staircases, fire exit ladders

and railings must fully comply with the FCP and its latest IRR, as well as

with the applicable portions of P.D. No. 1096 (1977 NBCP) and its 2004

Revised IRR, and/or with the pertinent RC;

f) Information Boards

The ITS Terminal must be provided with built-in information boards, of

various types and materials, electronic or illuminated or non-electronic/

non-illuminated, of the appropriate widths, heights and thicknesses, with

mounting heights and material and finish specifications as per applicable

international standards.

g) Painting must be in full accordance with P.D. No. 1096 (1977 NBCP) and

its 2004 Revised IRR, and/or with the pertinent RC;

h) Ventilation must be in full accordance with P.D. No. 1096 (1977 NBCP)

and its 2004 Revised IRR, and/or with the pertinent RC; roof cavity (if

introduced) must be naturally ventilated and pest-proofed.

i) Grounds Development and Civil Works must fully conform to the DPWH

Standard Specifications for Public Works Structures, Volume III, 1995

(Blue Book).

13.3.5 Structural Standards

The structural design must exceed the minimum requirements under P.D. No.

1096, the 1977 NBCP and its 2004 Revised IRR, and must specifically comply

with the latest edition of the National Structural Code of the Philippines (NSCP)

as the minimum standard as of date of bid submission. However, reference is

made to possible newer NSCP editions or higher/ more stringent structural

49

design standards (addressing higher wind loads/ velocities in particular) as the

preferred minimum standard for use in project execution/ construction.

13.3.6 Electrical and Electronic Standards

The electrical and electronic designs must exceed the minimum requirements

under P.D. No. 1096, the 1977 NBCP and its 2004 Revised IRR, and must

specifically comply with the latest edition of the pertinent RCs.

13.3.7 Sanitary and Plumbing Standards

The sanitary and plumbing design must exceed the minimum requirements

under P.D. No. 1096, the 1977 NBCP and its 2004 Revised IRR, and must

specifically comply with the latest edition of the pertinent RCs.

13.3.8 Mechanical and Fire Protection Standards

The mechanical and fire protection design must exceed the minimum

requirements under P.D. No. 1096, the 1977 NBCP and its 2004 Revised IRR, and

must specifically comply with the latest edition of the pertinent RCs.

13.3.9 Other Requirements

a. Noise Level Limit

The sound transmission class/ noise reduction rating of the ITS Terminal

building and its component materials, including walls partition and floor

slabs, must reduce noise level such that it will comply with accepted

standards on noise reduction, particularly on noise generated by the

nearby airport (NAIA).

b. Protection from Toxicity

The building and finishing material to be used like panel/ ceiling boards,

paints, varnish, etc. must not contain or emit any carcinogenic or toxic

substances which may pose risk on the health of occupants (such as

asbestos, polychlorinated biphenyls/ PCB, benzene and the like). A

material safety data sheet (MSDS) detailing the composition of the

construction materials used, must be presented by the Concessionaire for

IC evaluation and possible OSHS certification (on an absolute need basis).

50

13.3.10 Other Standards

a. The set of FFFE items must harmonize, in terms of functionality and

design, with the intended use of the spaces at the ITS Terminal building.

b. FFFE materials may be wood or non-wood, resistant to termites (if of

wood) for at least two (2) years, and protected from rust for at least for

five (5) years. They should not contain or emit any carcinogenic or toxic

substance. New materials must first be certified by the Bureau of Product

Standards (BPS) of the Department of Trade and Industry (DTI).

13.3.11 Design Requirements

a. The conduct of the soil investigations and of the requisite environmental

investigations as part of pre-design investigations must be undertaken by

the Concessionaire on its account.

b. All Detailed Design plans, designs, drawings/ details, schedules,

specifications, bill of quantities (BoQ), detailed cost estimates (DCEs) and

similar regulated professional practice documents must be signed and

dry-sealed by registered and licensed professionals (RLPs) in full

accordance with law e.g. only registered and licensed architects (RLAs)

shall prepare, sign and seal the pertinent architectural documents (per

Sec. 20.5 of R.A. No. 9266; the original/ true text of Sec. 302 of P.D. No.

1096, the 1977 NBCP, does not mention architectural documents nor

signatories to such).

13.4 CONSTRUCTION

13.4.1 Standards and Specifications for Construction

a. The construction of the ITS Terminal and Access Road shall be

implemented according to the Detailed Design prepared by the

Concessionaire, as reviewed and concurred with by the Independent

Consultant (IC).

b. During construction phase performance standards to be met shall

conform to provision of relevant laws/ codes, standards, specifications

and latest IRR and DRs of the National Building Code of the Philippines

(NBCP) and its applicable RCs and are to be approved by Independent

Consultant, as outlined in the Concession Agreement. Where any of the

standards are silent, Good Industry Practice shall be followed in

consultation with the Independent Consultant. The materials, equipments,

appliance and machinery to be used and installed shall be tested by taking

out samples and testing as per relevant standards including arranging of

test certificates from the suppliers and manufacturers. Wherever

51

required, Load Tests shall be conducted on structural elements. In case of

piling work for foundation, vertical load tests and lateral load tests shall

be conducted towards initial load and routine tests. All equipment,

appliances and machinery shall be tested as per manufacturer

recommendation in the presence of Independent Consultant before

commissioning thereof.

The Construction of the ITS Terminal and Access Road shall also comply

with the MPSS for Construction herein prescribed. The MPSS for

Construction includes conformance to the provisions pertaining to

building under the DPWH Blue Book, Volume III.

The Blue Book prescribes, among other things, the material requirements

and construction requirements for different items of work, including the

tests to be conducted during Construction by the Concessionaire. The

Blue Book incorporates provisions of the ASTM and ACI, among others,

pertaining to construction. Attention shall be given to the relevant items

of work in the following Parts of the Blue Book:

Part A - Earthwork

Part B – Plain and Reinforced Concrete Works

Part C – Finishing

Part D – Electrical

Part E – Sanitary/ Plumbing Works

For materials and technologies not covered by the Blue Book, or if the

Concessionaire intends to use any new material/ technology which is not

accredited by the DPWH Bureau of Research and Standards (BRS), the

Concessionaire shall submit a certification from a recognized foreign/

international institution to the effect that the new materials/ technology

meets the MPSS and that the new materials/ technologies have been

successfully used with proven integrity.

13.4.2 Detailed Construction Plan

The Concessionaire shall prepare a Detailed Construction Plan (DCP) as part of

the Detailed Design that it shall submit to the IC for review and concurrence. The

DCP shall be based on the preliminary Construction Plan submitted in the

Technical Proposal of the Concessionaire’s Bid, as updated and detailed to fit the

elements of the Detailed Design. The DCP must identify the procedures,

processes and management systems that the Concessionaire will apply to ensure

the implementation of the Construction Works in accordance with the


As a minimum, the DCP must define the following:

52

a. Construction organization and management structures for the ITS

Terminal and Access Road, identifying key personnel and positions,

Constructors, and sub-constructors.

b. Construction methodology and procedures, including pre-fabrication if

any.

c. Quality control and assurance system for all Works.

d. Construction schedule, milestones, and S-curve covering all ITS Terminal

components, Project Land and Access Road.

e. Major construction equipment and materials to be used.

f. Health, safety, and security program in accordance with Department

Order No. 13, series of 1998, of the Department of Labor and Employment

(DoLE).

g. Measures and procedures for:

(1) Control and monitoring of the construction schedule as against

actual construction works;

(2) Supervision and monitoring of the quality control and

assurance system for the Works, including the integrity of tests

conducted;

(3) Monthly updating of the Construction Plan and monthly

progress reports;

(4) Development and approval of Construction documentation;

and

(5) Survey and condition monitoring;

h. Strategies for:

(1) Managing risks;

(2) Obtaining all necessary approvals and permits from national and

local government authorities; and

(3) Details of records management and indexing protocols that will

enable referencing of all design and construction records to the ITS

Terminal & Access Road components, work type and location.

13.4.4 Test Requirements

The Concessionaire shall undertake tests during construction in accordance with

the schedule of minimum testing requirements for items of work and materials

covered by the Blue Book.

53

If any new Construction materials proposed by the Concessionaire are not

covered by the Blue Book, these materials shall first pass the evaluation and

accreditation system of the DPWH BRS, certified by the IC, and approved by the

Grantor, before the new materials are used in the ITS Terminal and Access Road.

13.4.5 Completion of Construction

a. The IC shall be required to determine and certify that the Concessionaire

has fully complied with the following requirements for the completion of

Construction and, if so, shall then issue the Final Acceptance Certificate to

the Concessionaire in accordance with the Concession Agreement:

(1) All Tests for Construction comply with the pertinent provisions

of the Blue Book and other test requirements of the MPSS for

Construction.

(2) All parts of the ITS Terminal and Access Road have been

completed in accordance with the Detailed Design, as certified

by the IC, and with the MPSS for Construction, including the

rectification of all defects.

(3) The completed ITS Terminal and Access Road can be safely and

reliably placed into normal use and occupancy by the

competent authorities and end-users.

b. The Concessionaire must submit (1) the As-Built drawings, (2) an Asset

Register to include a description of all assets constructed, and (3) the

construction completion report for the ITS Terminal and Access Road to

the Grantor not later than two (2) months after the issuance of the Final

Acceptance Certificate.

54

Annex 1: Parameters and consideration for design of the ITS Terminal

The Concessionaire, while designing the ITS Terminal shall consider and comply with

the following parameters and considerations:

(i) MINIMUM NUMBER OF BAYS

Bay of standard size as per the P.D. No. 1096, the 1977 National Building Code of the Philippines, its 2004 Revised IRR and its various Referral Codes

Minimum number

Disembarkation Bays

For provincial buses 16 Bays

For Metro Manila buses 3 Bays

For public utility jeepneys 2 Bays

For AUV/FX/megataxi 8 Bays

For taxi 5 Bays

Embarkation Bays



For Public utility jeepneys 5 Bays


For taxi 11 Bays

Idle / Staging Bays



For public utility jeepneys 14 Bays


For taxi 32 Bays

Parking areas for other modes

2 wheeler parking 100 Bays

55

Bay of standard size as per the P.D. No. 1096, the 1977 National Building Code of the Philippines, its 2004 Revised IRR and its various Referral Codes

Minimum number

Car parking 100 Bays

It is clarified herewith that the minimum number of bays as specified above

shall be provided for the ITS Terminal only. The Concessionaire shall plan

and construct adequate parking areas for both ITS Terminal and

Commercial Asset including separate entry and exit for ITS Terminal and

Commercial Asset. The Concessionaire shall adhere to the minimum parking

regulations under P.D. No. 1096, the 1977 National Building Code of the

Philippines (NBCP), its 2004 Revised IRR and its various Referral Codes (RCs)

and other applicable regulations / norms/ standards.

(ii) VEHICLE AND PEDESTRIAN CIRCULATION AREAS

The vehicle and pedestrian circulation areas shall be designed as per the

considerations below:

(a) There shall be segregated lanes for the movement of large vehicles

(including provincial buses and Metro Manila buses) and small vehicles

(including public utility jeepneys (PUJs), AUVs/FX/megataxis, taxi, other

PUVs and private vehicles i.e. cars, two wheelers, etc) within the Project

Land.

(b) The vehicular and pedestrian traffic movement should be segregated and

pedestrian circulation inside the Project Land shall be designed in such a

manner that it disallows pedestrians to walk on the vehicle circulation

areas.

(c) Walking time from any disembarkation point to any embarkation point

shall not be more than 15 minutes. The disembarkation points and

embarkation point shall be identified in the O&M Manual.

(iii) PASSENGER CONCOURSE

The passenger concourse of the ITS Terminal shall be an enclosed facility and

shall be as designed as per the considerations below:

(a) The passenger concourse shall be so designed that at any point of time the

area available for pedestrian circulation within the passenger concourse

of the ITS Terminal is not less than 1.0 sqm multiplied by the number of

pedestrians at that time.

(b) The passenger concourse shall be centrally air-conditioned. The air-

conditioning system shall be designed and installed based on ambient

56

condition and design parameters in terms of temperature and relative

humidity to provide most conducive condition/environment in the area.

(c) The passenger concourse and other areas of the ITS Terminal building

shall be accessible by means of escalators and/or elevators and/or

travelators;

(d) Passenger concourse shall have the facilities for persons with disabilities

such as ramps for movement to & from the raised platforms, tactile

tiles/paving, separate toilets/ wash rooms, adequate number of wheel

chairs, etc.

(e) Passenger concourse shall be provided with facilities and services such as

seating spaces in waiting areas, escalators and elevators, public

information system and display of Terminal Schedule, ticketing counters

& information kiosks, security system, separate rest rooms for male,

female & persons with disabilities (PWDs), prayer room, baby care room

& nursing (breast-feeding) stations, cloak rooms / locker facilities, retail

shops, food courts and restaurants, baggage trolleys, wheel chairs for

senior citizens and PWDs, drinking water taps, ATM, phone booths, Wi-Fi,

signage and information, traveler's workstations / working areas with

charging points, etc. Considerations for certain key components shall be

as follows:

Key component Consideration

Shops/commercial

establishments in

passenger circulation

areas

• The Concessionaire shall ensure, by either planned

allocation of space or control that any activity

generated by Kiosks, if any, should not hamper the

ITS Terminal operations or pedestrian’s movement

in the passenger concourse area.

Ticketing counters • Centralized ticket counters shall be provided for

issuing tickets to the passengers using an Online

Bus Ticketing System (OBTS).

Rest rooms / toilets /

wash rooms

• Shall be planned as per applicable norms/

standards and shall have adequate number of water

closets (“WC”) (basic as well as squat type) and

urinals to cater to the passenger volume at any

operational hour during the Concession Period.

Terminal Schedule/

information display

system and public

address system

• The ITS Terminal shall be equipped with electronic

/ digital information display monitors and public

address systems. These shall be installed at

appropriate locations within the ITS Terminal.

• These monitors shall display the information

57

Key component Consideration

regarding the Terminal Schedule, the real time

information on the arrival of the buses on

embarkation bays, departure time of the buses from

the embarkation bays and other such important

information. There should be at least 1 such

monitor at each entry point of the ITS Terminal

building and it shall display the Terminal Schedule

for at least the next 2 hours.

• The information displayed shall be visible and

readable from a distance of 25 feet.

Information

kiosks/enquiry

counters and

complaint desks

• The information kiosks/enquiry counters shall

facilitate the passengers and shall provide

information on the Terminal Schedule and the

facilities & services available at the ITS Terminal.

Security system • Closed circuit television (CCTV) system shall be

installed along with a centralized control room to

keep track of pickpockets, thieves & general

surveillance of the ITS Terminal and the Project

Land. The CCTV system shall capture 100% of the

Project Land and ITS Terminal building. The

Grantor shall have access to the centralized control

room at all times during the Concession Period. The

Concessionaire shall provide the backup data of

CCTV footage on the request of the Grantor.

• The ITS Terminal shall be equipped with security

check systems such as baggage screening machines,

metal detectors, etc. to ensure the safety of the

passengers/general public as well as the ITS

Terminal building.

• The security system shall be in accordance with the

requirements provided in Schedule 19 (Minimum

Security Standards and Mandatory Requirements).

Fire fighting system

& power backup

• The ITS Terminal shall have automatic addressable

fire-detection, fire alarm and fire fighting systems.

• The number of fire hydrants shall be as per the

applicable laws/ ordinances of the region/ city with

easy access by fire tenders.

• The ITS Terminal shall also be equipped with

twenty four (24)-hour power back up in case of any

power failure.

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(iv) OTHER FACILITIES AND SERVICES

(a) Computerized ticketing & reservation

The Concessionaire shall procure and install a computerized ticketing

system in accordance with Annex 3 (MPSS for Online Bus Ticketing System)

of this Part 2 (Minimum Performance Specification and Standards) of

Schedule 5 (Engineering, Procurement and Construction of the ITS

Terminal and Access Road) and in consultation with the Grantor that may

enable issuance of and payment for provincial bus tickets both at the

ticketing counters located in the ITS Terminal and remotely, via the

internet, using an automatic system that has real-time interface, data

processing and updating with both on-site (at ITS Terminal) and virtual

(i.e. internet-based) transactions. The information in both cases of on-site

and online ticketing shall be collated at the control room of the ITS

Terminal. The Concessionaire shall ensure that the revenues from the sale

of tickets through the computerized ticketing system are routed to the

account of the respective provincial bus operator and the Concessionaire

shall not charge any fee for the issuance of bus tickets.

(b) Scheduling System

The Concessionaire shall procure and install the requisite information

technology system and software (“Scheduling System”) for the

preparation, management, monitoring and implementation of the

Terminal Schedule. The Scheduling System must –

(1) ensure the optimal utilization of the ITS Terminal’s capacity;

(2) ensure fair and impartial allocation and implementation of the

Terminal Schedule;

(3) ensure that the prepared Terminal Schedule provides at least 12

minutes to each provincial bus for loading the passengers from the

embarkation bay; and

(4) be in compliance with all Relevant Rules and Procedures and

Prudent Industry Practice.

(c) Schedule monitoring

The Concessionaire shall procure and install a monitoring system with a

designated control room to track the movement of provincial buses in and

out of the ITS Terminal at every point of time. The control room shall be

equipped with automatic and manual guidance for efficient management

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and monitoring of the Terminal Schedule. The monitoring system shall be

capable of generating logs and reports demonstrating the actual arrival

time of provincial buses at each embarkation bay and also their actual

departure time from that embarkation bay. The Concessionaire shall

provide such logs and reports to the Grantor on a weekly basis and shall

also highlight those provincial bus arrivals/departures which were non-

compliant to the Terminal Schedule.

(d) Smart card/Tag operated computerized Terminal Fee collection

system

The Concessionaire shall provide pre-paid Smart Card/Tag to all the

buses using the ITS Terminal. The Concessionaire may also provide such

pre-paid Smart Card/Tag to the other PUVs (other than buses) using the

ITS Terminal. This Smart Card/Tag shall be used to pay the Terminal Fee

for ensuring fast movement of buses at entry/exit of the ITS Terminal.

The gates of the ITS Terminal shall be synchronized with the Smart

Card/Tag so that with the touch/ identification of the Smart Card/Tag, the

barrier-gates will open automatically and the Terminal Fee shall be

deducted from the pre-paid Smart Card/Tag.

(e) Driver retiring room/dormitory and staff canteen

The Concessionaire shall provide, free of charge, retiring rooms for

drivers and a canteen for the staff working at the ITS Terminal. The

minimum area to be provided for dormitory and staff canteen shall be

250 sqm each.

(f) Service centre for minor repairs of buses and other vehicles

The Concessionaire shall provide for a service centre for minor repairs of

buses and other vehicles. However, there shall be no workshop for buses

at the Project Land. The area to be designated for service centre shall not

exceed 25 sqm.

(v) LINK WITH THE PROPOSED STATION OF THE LIGHT RAIL TRANSIT (LRT)

LINE-1 CAVITE EXTENSION PROJECT

There is a proposal for the LRT 1 Concessionaire to design and construct the Asia

World Station of the LRT Line-1 Cavite Extension Project. To facilitate the

seamless and convenient transfers of passengers and pedestrians between the

ITS Terminal and the proposed Asia World Station, the Concessionaire shall

design, construct and finance pedestrian connection/s between the ITS Terminal

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and the Asia World Station concourse. Such pedestrian connection shall be in the

form of an elevated covered walkway with a minimum width of 4.5 meter. While

carrying out the design and construction of the pedestrian connection/s, the

Grantor, the Concessionaire, and the LRT1 Concessionaire, shall establish a

forum for the exchange of information including regular review meetings to

facilitate the construction and completion of the pedestrian connection. Once

constructed, all applicable KPIs as set out in Schedule 6 (Concessionaire

Responsibilities for the Operations and Maintenance Activities) shall apply to the

pedestrian connection/s between the ITS Terminal and the proposed Asia World

Station.

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Annex 2: Reference Design Criteria

1. ARCHITECTURAL DESIGN

1.1 General

The architectural design shall be guided by several design objectives namely:

cost-effective solutions, functional and operational considerations, productive

environment for the users, safety and security and environmental sustainability.

These objectives are discussed below.

A. Cost-effective solutions

With the budget established, it is essential to continually test the viability

of its assumptions by employing cost management throughout the design

and development process. An aspect of cost management is a cost control

practice called Value Engineering (VE, otherwise referred to as Value

Management/ VM or Value Analysis/ VA), a systematic evaluation

procedure directed at analyzing the intertwined functions of materials,

systems, processes and building equipment for the purpose of achieving

the required functions at the lowest total cost of acquisition/ ownership

(capital expenditure/ CAPEX) and operation and maintenance (O&M).

B. Functional and operational considerations

Addressing these design objectives while achieving energy and other

O&M savings, and improving environmental quality is paramount in

designing the "whole" ITS Terminal building. Facility Performance

Evaluations have shown that early programming and design decisions

have a very significant impact on the functional quality and long-term

efficiency and effectiveness of buildings, initially and over their life cycle,

such as:

1. Adaptability: decisions at the inception of design stage to

incorporate elements and concepts that shall assist with future

adaptations to the ITS Terminal building can facilitate needed

change/s in the future:

a. Building for horizontal and vertical expansion

b. Determining building structural grids and floor-to-floor

heights that allow for flexibility in internal layouts

2. Functional quality: decisions to incorporate the use of

enclosures/ walls/ partitions, etc., have a significant impact on

functionality of the ITS Terminal building. Adopting an integrated

design approach and quality assurance processes that extend

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through all of the phases of design and construction, from pre-

design through end-user occupancy and O&M to disposal, with

checks at each stage of the process shall help ensure validation of

decisions to meet the Grantor's program and design requirements.

An ITS Terminal building that is more functionally successful also

creates more inspiring, safe and productive environments that

enhance work and/or usability.

C. Productive environment for end-users

The ITS Terminal building can be made more effective by encouraging

adaptability, improving comfort, supporting the sense of community and

by providing connections to the natural environment through natural

light, ventilation and view.

There are five (5) fundamental principles of productive building designs

that may apply to the ITS Terminal:

(1) Promote health and well-being. Cognizant that indoor

environment strongly affect human health. An effective

environment should be designed to support and enhance the

health and well-being of its occupants. Sustainable design

principles help achieve this objective.

(2) Provide comfortable environments. A building environment

designed and operated to provide the highest achievable levels of

visual, acoustic, and thermal comforts for its end-users and

occupants is the underpinning of plan/ design effectiveness.

(3) Design for the changing spaces. Providing spaces with the

requisite flexibility, social support, and technology to promote new

ways of usage for future activities is a cornerstone of change and

innovation.

(4) Integrating technological tools with space planning and

access. Effectively integrating technological tools and distribution

networks required in the ITS Terminal building environment/s to

enable end-users to perform activities starts first and foremost

with properly designed pathways/ access-ways and spaces.

(5) Assure reliable systems and spaces. Reliability is one of the

greatest concerns for a building as it directly affects the safety,

health, and comfort of the end-users. The ITS Terminal building

end-users must be able to rely on building systems, equipment and

tools that function consistently and that are properly maintained.

D. Safety and security

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Consistent with areas of professional responsibility (and civil liability), it

is useful to identify four (4) fundamental principles of an all-hazard-

sensitive building plan/ design for the ITS Terminal:

(1) Plan for fire protection. Planning for fire protection for the ITS

Terminal building involves a system approach that enables the

Concessionaire to analyze all of the building's components as a

total building fire safety system package.

(2) Ensure occupant safety and health. Some injuries and illnesses

are related to unsafe or unhealthy building design and operation.

These can usually be prevented by measures that take into account

issues such as indoor air quality, electrical safety, fall protection,

ergonomics and accident prevention.

(3) Resist natural hazards. A significant percentage of recovery

efforts could be saved if the building plans/ designs properly

anticipate the risks associated with major natural hazards.

(4) Provide security for building occupants and assets. Effective

and secure building plans/ designs involve implementing

countermeasures to deter, detect, delay, and respond to attacks

from mainly human aggressors. It also provides for mitigating

measures to limit hazards to prevent catastrophic damage and

provide resiliency should an attack occur.

E. Environmental design and sustainability

The main objectives of sustainable design are to avoid resource depletion

of energy, water, and raw materials, to prevent environmental

degradation caused by facilities and infrastructure throughout their life

cycle and to create built environments that are comfortable, safe

and productive.

While the definition of sustainable building design as applicable to the ITS

Terminal is constantly changing, six (6) fundamental principles remain:

(1) Optimize site/ existing structure potential. Creating sustainable

buildings starts with the proper site selection, arrangement and

foot-printing, including consideration of the reuse or rehabilitation

of existing horizontal development elements onsite and offsite. The

location, orientation, and landscaping of a building affect the local

ecosystems, transportation interfaces and energy use. Smart

growth principles in the project development process, whether it

be a single building, or a group of buildings must be incorporated

for the ITS Terminal. Physical security is a critical issue in

optimizing site design, including locations of access road rights-of-

way (RROWs), open, sheltered and covered parking, vehicle

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barriers and both area and perimeter lighting. The site design must

be fully integrated with sustainable design to achieve a successful

ITS Terminal building and grounds solution. The site/ enveloping

grounds of a sustainable building should reduce, control and/or

collect and treat storm-water runoff and provide for the proper

management of all other liquid wastes and solid wastes generated

by the building and its end-users.

(2) Optimize energy use. With the world supply of fossil fuel

dwindling, concerns for energy independence continually

increases, and with the impacts of global climate change arising, it

is essential to find ways to reduce load, increase efficiency and

utilize renewable energy resources, particularly for transportation

facilities. Improving the energy performance of the proposed

building/s, particularly in line with the 2008 Department of

Energy (DoE) Guidelines on Conserving Energy in Buildings, is

important to increasing the ITS Terminal’s energy independence,

particularly since both public and private sector organizations are

gradually considering to possibly attain a net zero artificial energy

buildings in the next few decades as a way to significantly reduce

overall dependence on fossil fuel.

(3) Protect and conserve water. In many parts of this tropical

country, fresh water is an increasingly scarce resource. A

sustainable ITS Terminal building must use water efficiently, and

reuse or recycle water for on-site use, when feasible.

(4) Use environmentally-preferable products. A sustainable

building is constructed of materials that minimize life-cycle

environmental impacts such as global warming, resource depletion

and human toxicity. Environmentally-preferable materials have a

reduced effect on human health and the environment and

contribute to improved end-user productivity, safety and health,

reduced liabilities, reduced disposal costs and the achievement of

environmental goals.

(5) Enhance indoor environmental quality (IEQ). The IEQ of a

building has a significant impact on occupant health, comfort and

productivity. Among other attributes, a sustainable building

maximizes natural lighting and natural ventilation; has

appropriate ventilation and moisture control; and avoids the use of

materials with high volatile organic compound (VOC) emissions.

Additionally, there is need to consider ventilation and filtration to

mitigate chemical, biological and possibly even radiological attack.

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(6) Optimize operational and maintenance practices. Considering

a building's operating and maintenance issues during its

schematic, conceptual and preliminary design phases shall

contribute to improved building environments, higher

productivity, reduced energy and resource costs and prevent/

minimize system failures. The ITS Terminal shall encourage

building operators and maintenance personnel to participate in

the design and development phases to ensure optimal operations

and maintenance of the building. Concessionaire can specify

materials and systems that simplify and reduce maintenance

requirements; require less water, energy, and toxic chemicals and

cleaners to maintain; and are cost-effective and reduce life-cycle

costs. Additionally, design facilities must include mensuration in

order to track the progress of sustainability initiatives, including

reductions in energy and water use and waste generation, in the

facility and on site.

1.2 Protocol (Applicable state policy and jurisprudence on the ITS Terminal’s

physical planning, design and construction)

The ITS Terminal building shall be designed in accordance with but not be

limited to the following applicable Philippine (PH) policies i.e. laws, codes, rules

and regulations, pertinent jurisprudences by the PH Supreme Court (SC) and

related executive issuances and/or private sector self-regulatory regimes:

Presidential Decree (P.D.) No. 1096, otherwise known as the 1977

National Building Code of the Philippines (NBCP) and its 2004 Revised

Implementing Rules and Regulations (IRR), Memoranda Circulars (MCs)

and Department Orders (DOs) promulgated by the Department of Public

Works and Highways (DPWH), which presently implement and enforce

P.D. No. 1096 and its 2004 Revised IRR as well as related derivative

regulations (DRs), etc.;

Referral Codes (RCs) of P.D. No. 1096, where applicable, such as:

a) the 2000 Architectural Code of the Philippines (ACP) issued by the

DPWH;

b) the National Structural Code of the Philippines (NSCP) in its latest

edition;

c) the latest edition of The Philippine Electrical Code (PEC);

d) the latest edition of The Mechanical Code of the Philippines (MCP);

e) the latest edition of The National Plumbing Code of the Philippines

(NPCP);

f) the latest edition of The Sanitation Code of the Philippines;

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g) Republic Act (R.A.) No. 9514, otherwise known as the 2008 Fire

Code of the Philippines (FCP) and its 2009 IRR;

h) Batas Pambansa (B.P.) Bilang (Blg.) 344 (Accessibility Law or the

Law to Enhance the Mobility of Disabled Persons) and its 1983 IRR

and Annex/es;

i) the 2008 DoE Guidelines for Energy Conservation in Buildings;

j) the latest applicable electronics and communications standards

and regulations, etc.; and

k) the applicable professional regulatory laws (PRLs) that govern the

practice of State-regulated professions in the PH e.g. R.A. No. 9266

(The Architecture Act of 2004) in the case of architectural works

and architectural documents; R.A. No. 544, as amended by R.A. No.

1582 in the case of civil engineering i.e. structural and civil works;

etc.;

Applicable environmental laws;

R.A. No. 8293 (The 1977 Intellectual Property Code) and its IRR;

R.A. No. 4566, the 1965 Contractors’ Law;

R.A. No. 9285, the 2004 Alternative Dispute Resolution (ADR) Act and its

IRR;

Executive Order (E.O.) No. 1008 (the law) on Construction Industry

Arbitration; and

SC decisions pertaining to design, construction and development activities

as jurisprudence.

Relevant International Codes and Standards:

International building code/s;

Uniform Building Code (UBC);

System International (SI);

National Fire Protection Association (NFPA); and

ASTM, ANSI, UL/Factory Manual ratings and other testing standards and

procedures.

1.2.1 Applicable primary development controls (as mandated by local and

national law)

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The primary development controls that specifically apply to the physical

planning and design of the ITS Terminal building shall encompass but not be

limited to the following:

(1) the official zoning classification of the Project Land under the existing

Zoning Ordinance (ZO), supported by the Official Zoning Map (OZM)

passed by the City Council (Sangguniang Panlungsod) of Parañaque City,

duly approved by the Metropolitan Manila Development Authority

(MMDA) and the Housing and Land Use Regulatory Board (HLURB); the

ZO and the OZM are based on the Parañaque City Council - approved

Comprehensive Land and Water Use Plan (CLWUP) and Land Use Plan

(based on the Existing Land Use Map);

(2) Rule VII (Classification and general requirements of all buildings by use or

occupancy) and the guidelines on building bulk, development controls,

buildings and other accessory structures of the 2004 Revised IRR of P.D.

No. 1096, the 1977 NBCP, specifically the following rules:

a) Section 701. (Occupancy classified) including table VII.1. (Schedule

of principal, accessory and conditional use/ occupancy of building/

structure);

b) Section 703. (Mixed occupancy);

c) Section 704. (Location on property);

d) Section 705. (Allowable floor Areas) including table VII.1.

(allowable maximum total gross floor area (TGFA) based on the

allowed percentage of site occupancy (PSO) of the total lot area

(TLA));

e) Section 707. (Maximum height of buildings) including table VII.2.

(Building height limit (BHL) by type of use or occupancy);

f) Section 707.4. (Parking slot, parking area and loading/ unloading

space requirements) including Table VII.4. (Minimum required off-

street (Off-RROW) cum on-site parking slot, parking area and

loading/ unloading space requirements by allowed use or

occupancy);

g) Table VII.G.1. (Reference table of floor to lot area ratio (FLAR)

designations/ rights);

h) Table VII.G.2. (Conversion table of gross floor area (GFA) to total

gross floor area (TGFA)); and

i) Table VII.G.3. (Reference table of angles/ slopes to satisfy natural

light and ventilation requirements along RROWs and front yards).

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(3) Rule VIII (Light and Ventilation) and the guidelines on easements, view

corridors/ sight lines, streets/ road right-of-way (RROW), sidewalks,

arcades, basements, lots, and public buildings/ structures of the 2004

Revised IRR of P.D. No. 1096, the 1977 NBCP, specifically the following

rules:

a) Section 801. (General requirements of light and ventilation);

b) Section 802. (Measurement of site occupancy);

c) Section 803. (Percentage of site occupancy) including table VIII.1.

(Reference table of maximum allowable PSO, maximum allowable

ISA, the maximum allowable construction area (MACA), the

minimum unpaved surface area and the TOSL by type of land use

zoning per Lot) and table VIII.3. (Setbacks for commercial

buildings);

d) Section 805. (Ceiling heights);

e) Section 806. (Sizes and dimensions of rooms);

f) Section 807. (Air space requirements in determining the size of

rooms);

g) Section 808. (Window openings);

h) Section 811. (Artificial ventilation) including table VIII.4. (Minimum

requirements for air changes);

i) Guidelines on easements including table VIII.G.1. (Easement along

water bodies/ way by location);

j) Guidelines on view corridors and/or sight lines;

k) Guidelines on streets/ road right-of-way (RROW);

l) Guidelines on sidewalks;

m) Guidelines on total open space requirements on lots by use/

occupancy, type/ location and suggested minimum lot sizes, lot

dimensions & types by use/ occupancy including table VIII.G.6.

(Minimum TOSL requirements by lot type/ location);

n) Guidelines on basements; and

o) Guidelines on the design of public buildings/ structures.

(4) Rule XII (General Design and Construction Requirements) of the 2004

Revised IRR of P.D. No. 1096, the 1977 NBCP, specifically the following

rules:

a) Section 1202. (Excavation, foundation, and retaining walls);

b) Section 1204. (Enclosure of vertical openings);

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c) Section 1205. (Floor construction);

d) Section 1206. (Roof construction and covering);

e) Section 1207. (Stairs, exits, and occupant loads) including table

XII.1. (General requirements for occupant loads and exits);

f) Section 1208. (Skylights); and

g) Section 1212. (Fire-Extinguishing Systems) ranged against the

provisions under R.A. No. 9514, the 2008 Fire Code of the

Philippines (FCP), where the most stringent rule must prevail.

1.3 Materials Selection

The selection of the materials in accordance with the site planning/ building

design criteria must consider the impact on user comfort and the aesthetic

qualities of the specified material. Safety, durability and economical use of

materials are to be given special attention including ease of maintenance.

Combustible materials with toxic characteristics are to be avoided in the ITS

Terminal to reduce hazards from fire and smoke. Materials are required to

comply with applicable codes. Non-slip materials shall be used for all high and

medium traffic ambulatory surfaces. Special attention must be given to entrance

steps, stairways, platform edges, service balconies and other areas exposed to

weather and water.

Materials to be provided must consider long economical service with wear,

strength and weathering qualities that resist the effect of abrasion, impact,

temperature changes and sunlight. Ultraviolet protection for materials exposed

to weather changes must be provided.

Maintenance of the ITS Terminal building requires major consideration.

Materials specified shall be stain-resistant and able to hide minor soiling.

Materials shall be easily cleaned in the least effort with standard cleaning

equipment and cleaning agents. Facility of repair and replacement shall be

considered in the selection of the materials.

1.4 Architectural requirements/ finishing and furniture/ fixtures/ equipment

provisions

A. Architectural program, space planning and management

The Concessionaire must formulate its own Architectural Program and its

own Space Plan and Space Management Program that shall be

substantially based on Annex 1 (Parameters and consideration for design of

the ITS Terminal) and Annex 2 (Reference Design Criteria) of this Part 2

(Minimum Performance Specification and Standards) of Schedule 5


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Road), to accommodate the distinctive O&M and building administration

requirements and needs of the ITS Terminal.

B. Tropical architectural design and architectural design sensitivities

Design and materials for the ITS Terminal building, being located in a

tropical country, has to conform to its natural environment to maximize

its function while minimizing risks in the environment. The ITS Terminal

building will be substantially exposed to the sun’s heat, which is generally

most intense at the East during mornings, at the South during mid-day

and at the West during afternoons (for at least about 8 months of the

year).

Natural light and ventilation shall be utilized but only as much as is

practicable i.e. without compromising considerations of fire integrity, and

within the limits prescribed under P.D. No. 1096, the 1977 NBCP.

One of the design features that can address the ITS Terminal’s dense and

hot-humid climate is through the minimization/ optimization of the

operations of heating, ventilation and air-conditioning equipment, which

emit potentially hazardous gases that potentially contribute to climate

change. This must be addressed in the plan/ design by possibly applying

the double-wall method (as applicable) to the building’s perimeter walls;

provisions for finished and acoustic ceiling on each floor; provisions of

double-glazed windows (as applicable) to prevent direct heat from

entering the building’s enclosed interiors while still allowing natural

lighting into its indoor perimeter areas; and, designing high ceilings that

span key interior spaces of the ITS Terminal building.

C. Noise reduction

The objectives pertinent to noise reduction are enumerated below:

to identify all noise control concerns;

to use the appropriate noise data in the plan/ design processes;

to address priorities as regards noise control;

to establish noise criteria for areas of concern;

to inform the IC of noise control recommendations;

to identify additional information/ details required to complete

noise control analysis; and

to employ specialty contractors where required.

Due to its proximity to the Ninoy Aquino International Airport (NAIA)

Complex, the impact of the aircraft noise on the ITS Terminal building is a

major consideration. A noise survey may therefore need to be conducted

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by the Concessionaire, and for the roofing, walls and windows an

estimated reduction of approximately 25dB to 30dB shall be targeted.

D. Fire Integrity

The horizontal and vertical spread of fire should be contained as early and

as much as possible. The Concessionaire must take extra care in ensuring

that fire first occurring in the lower floors/ levels is effectively prevented

or severely retarded form reaching the upper floors to allow for an

orderly evacuation of the upper floors/ levels. This consideration must be

well-balanced with considerations of the introduction of natural light and

ventilation into the building interior.

2. CIVIL WORKS DESIGN

2.1 Road and Access Road Design

A. Design of vertical and horizontal alignments

The Concessionaire Designer/s shall carry out the design of vertical and

horizontal alignments of the ITS Terminal, including the geometric design

of the road network and Access Road. Applicable DPWH and AASHTO

standard specifications and requirements (or better/ higher and stricter/

more stringent standards), including but not limited to the following, shall

be applied during the design:

(i) DPWH Standard Specifications for Public Works and Highways, 2004

Edition, Volume II – Highways, Bridges and Airports or ‘Blue Book’;

(ii) DPWH, Highway Safety Design Standards 2012;

(iii) A Policy on Geometric Design of Highways and Streets, 2004,

American Association of State Highways and Transportation Official

(AASHTO);

(iv) AASHTO Roadside Design Guide, 4th Edition;

(v) AASHTO HS20-44 (corresponding to full-size trailer loading) for

structure loading.

All geometric designs shall be carried out using the AutoCAD civil 3D

software.

The vertical alignment shall be reviewed and adjusted as required with

the objectives of:

1. optimizing the volumes of cut and fill materials, especially if

composed of rock;

2. optimizing the average haul distances for cut to fill; and

3. minimizing soft ground treatment in so far as this is consistent

with keeping the carriageways above flood levels.

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B. Road/Access Road pavement design

The design of the pavement shall include the wearing surface, base, sub-

base and sub-grade. The total thickness shall be evaluated to arrive at the

proper pavement thickness of each pavement layer as required by design

axle load. The road pavement design must factor in water seepage from

below grade.

C. Selection of type of pavement

One of the major factors to be considered in the selection of the type of

pavement is the maintenance requirement. The use of a rigid pavement is

preferred since it has more resistance to deterioration over the flexible

pavement, and therefore requires much less maintenance cost,

particularly during rainy season when the pavement shall be practically

saturated in water.

2.2 Pavement design

The method for the determination of the thickness of the different components of

the pavement structure shall be based on “AASHTO Guide for the Design of

Pavement Structure, 1993 or later edition.” The following conditions shall be

considered for the design of the pavement:

A. Design life

A fifty (50) - year design life shall be used.

B. Vehicle factor

The pavement structure shall be uniform over the road length with the

same bearing characteristics. This shall be attained by the adoption of a

representative bearing capacity value for sub-grade in that road length.

3. STRUCTURAL DESIGN

3.1 Design codes, standards and references

The structural analysis and design shall abide by but not be limited to the

provisions of the following codes, specifications, manuals, guidelines and other

references:

1. National Structural Code of the Philippines (NSCP latest edition, covering

Buildings, Towers and Other Vertical Structures);

2. Building Code Requirements for Structural Concrete (ACI 318-08);

3. Code Requirements for Environmental Engineering Concrete Structures

and Commentary (ACI 350-06);

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4. Seismic Design of Containment Structures (ACI 350.5-06);

5. Uniform Building Code (UBC);

6. Association of Structural Engineers of the Philippines (ASEP) Steel

Handbook;

7. Minimum Design Loads for Buildings and Other Structures (ASCE/ Sr EI

7-10);

8. Concrete Floor Slab on Grade Subjected to Heavy Load, TM5-809-12/AFM

88-3 Chapter 15, Department of the Arm and the Air Force, USA;

9. PCI Design Handbook (Third Edition); and

10. Geotechnical Report.

4. ELECTRICAL DESIGN

4.1 Design Codes, Standards and References

The design and engineering of the electrical installation must satisfy the latest

provisions of the Philippine Electrical Code (PEC 1 Volume 1&2), and the

regulations of the National and Local Authorities concerned in the

implementation and enforcement of the electrical laws and ordinances. All

electrical work, equipment and materials shall conform to the requirements of

the following code and standards:

(1) Philippine Electrical Code 2009 (PEC);

(2) Philippine National Standards for Electrical Products (PNS);

(3) American National Standards Institute (ANSI);

(4) Institute of Electrical & Electronics Engineers (IEEE);

(5) International Electro-technical Commission (IEC);

(6) National Electrical Code (NEC);

(7) National Electrical Manufacturers Association (NEMA);

(8) American Society for Testing & Materials (ASTM);

(9) Underwriter’s Laboratories (UL); and

(10) National Fire Protection Association (NFPA).

4.2 Sustainability of the Electrical Solutions

1. Concessionaire must consider energy efficiency in lighting design by using

energy-efficient light sources, luminaries, and other lighting equipment,

such as:

- Daylight Sensors – dimming and switching artificial sensors

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- Photocells for control of outdoor lighting

- Use of T-5 light fixtures and compact fluorescent lamps (CFLs)

- Dimmable ballasts

2. Transformers will be specified to have not lower than 98% efficiency.

3. Power Factor of the loads is equal or more than 85%.

4. The substation transformers will have Factory Manual and UL Listed less

flammable, biodegradable, environment-friendly dielectric insulating

liquid.

5. MECHANICAL DESIGN

A. The heating, ventilation and air-conditioning (HVAC) system shall be

provided in accordance with applicable codes and standards including but

not limited to:

(1) National Building Code of the Philippines (NBCP);

(2) Mechanical Code of the Philippines;

(3) Philippine Electrical Code (PEC);

(4) Plumbing Code of the Philippines;

(5) Fire Code of the Philippines (FCP);

(6) Sheet Metal and Air Conditioning Contractor’s National

Association, Inc.;

(7) Air Conditioning and Refrigeration Institute (ARI);

(8) American Society of Mechanical Engineer (ASME);

(9) National Fire Protection Associations (NFPA);

(10) American Society of Testing Materials (ASTM);

(11) American National Standard Institute (ANSI);

(12) National Electrical Manufacturers Association (NEMA);

(13) Air Moving and Conditioning Association (AMCA);

(14) American Society of Heating, Refrigerating, and Air Conditioning

Engineers (ASHRAE);

(15) Underwriters Laboratory (UL); and

(16) 2010 PSVARE standard on energy-efficient buildings.

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B. Mechanical systems shall be installed to maximize a building’s usable

space while maintaining optimum service clearances for maintenance and

repair. Concessionaire to accommodate current and future requirements.

C. All equipment and materials shall be installed in a neat and orderly

fashion. In finished areas, mechanical systems will be concealed.

6. FIRE PROTECTION SYSTEM DESIGN

The design shall be in accordance with the applicable codes and standards

including but not limited to:

(1) R.A. No. 9514, the 2008 Fire Code of the Philippines (FCP);

(2) NFPA 10- Portable Fire Extinguishers;

(3) NFPA 13- Installation of Sprinkler System;

(4) NFPA 14 - Standard for the Installation of Standpipe and Hose System;

(5) NFPA 20 - Centrifugal Fire Pumps;

(6) NFPA 101 - Life Safety Code; and

(7) P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP).

7. TELEPHONE AND AUXILIARY SYSTEM DESIGN

The design shall be in accordance with the applicable codes and standards


Philippine Electrical Code (PEC), Parts I & II;

Underwriter’s Laboratory (UL);

National Electrical Manufacturer’s Association (NEMA);

National Fire Protection Association (NFPA);

Building Industry Consulting Services Manual (BICS);

American National Standards Institute (ANSI);

Institute of Electrical and Electronic Engineers (IEEE);

American Standards for Testing Materials (ASTM);

Philippine Standards (PS);

P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP)

and its 2004 Revised IRR and other applicable building codes; and

PLDT and Local Services Provider Guide.

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8. PLUMBING AND SANITARY DESIGN

All design works related to sanitary engineering and plumbing shall be in

accordance with the applicable codes and standards including but not limited to:

National Plumbing Code of the Philippines (NPCP);

P.D. No. 856, the Code of Sanitation of the Philippines;

Environmental Management Bureau (EMB), DENR; and

Philippine Society of Sanitary Engineer (PSSE) Code.

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Annex 3 MPSS for Online Bus Ticketing System

(A) Introduction

A.1 Purpose

The purpose of this Annex 3 is to describe the functional/non-functional

requirement of Online Bus Ticketing System (OBTS) for the ITS Terminal.

This Annex 3 explains the functional features of the system and use cases for

implementation of OBTS.

This Annex 3 is intended to be used as a guideline to designers, developers and

testers that are responsible for developing and managing the OBTS system.

It should be noted that the requirements detailed in this Annex 3 corresponding to

the required OBTS are for indicative purpose only and may not necessarily detail

every aspect of the desired solution.

The Concessionaire is expected to understand the high level requirements and

propose a comprehensive solution to cater to the precise requirements in-line to

the industry standards. Information herein should therefore be treated as just a

high level representation of the required solution.

A.2 Scope

The scope of this Annex 3 is to describe the required features of the OBTS. It

introduces the reader to the system by providing its general description and a few

user interface sketches. A diagram is also provided to present a visual

representation of the role for different type of users.

The Annex 3 further details the functional and non-functional requirements of the

system. It goes on to describe the possible use cases for each type of user-

passengers, employees/staff of the bus operators and provincial bus management.

The Annex 3 delves into the details of each use case by explaining its flow of

events, its expected outcome, and its pre and post conditions. The use cases are

fairly comprehensive, as they provide step by step flows for user behaviour and

explain how each possible scenario can be handled.

(B) Specific Rfequirements

B.1 General Description

OBTS is a provincial bus reservation and management system that allows

customers to search for and reserve bus tickets, among the various provincial bus

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operators using the ITS Terminal, through an intuitive web interface and for

provincial bus operator staff & management an easy to use online bus reservation

tool.

The system will allow passengers to search for buses, reserve seats, buy tickets by

mode of online payment and print tickets. It will also allow passengers to modify

reservations. The bus operator’s staff and the Grantor will be able to view the

manifest of each bus along with each passenger’s seating location and bus

preferences.

The management will also have access to real time statistical information such as

the seat availability information and destination specific information. Overall,

OBTS aims to be a one stop shop for all bus reservation and management issues.

B.2 Types of Users and their Roles

Ticket Booking

Agent at the ITS

Terminal Counters

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B.3 Payment Process

Following flowchart exemplify the payment process while booking & cancellation

of tickets by customer via web portal/ticket counter;

Customer

Booking (as per rules)

Web Portal Ticket Counter

Payment to concessioner’

Escrow A/c

Refund from concessioner’

Escrow A/c

Payment settlement to Operator’s a/c

Online Process

Offline Process

Cancellation (as per rules)

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B.3.1 Ticket Booking

Ticket booking can be made by the customer/passenger either through

the booking-counter or directly through the ticket booking web-portal.

The payment & ticket issuance process would be as follows:

Through Booking Counter

o Through Cash, Credit-Card or Debit-Card

o The payment will be collected off-line and a corresponding

entry will be made by the booking clerk into the system

o Once confirmed, a bar-coded hard copy of the ticket will be

handed over to the customer and corresponding confirmations

will also be sent through sms and email.

Through Web-Portal

o Through Credit-Card, Debit-Card or Internet Banking

o The payment will be verified real-time by the system and

corresponding entries will be automatically made into the

system

o Once confirmed, a bar-coded PDF ticket will be sent to

customer through email and a confirmation will also be sent

through sms. The customer would also have an option to

directly print the ticket from the portal’s confirmation screen.

For a particular provincial bus, ticket booking through Web-Portal shall

be closed 1 hour before the scheduled departure of that bus. However,

for a particular provincial bus, ticket booking through Booking Counter

shall be closed only at the time of scheduled departure of that bus.

B.3.2 Ticket Cancellation

Ticket cancellation (full or partial) can be requested by the

customer/passenger through the mode he used for booking (Counter or

Web-Portal).

The customer or the booking agent will provide information to the system

like ticket number, source, destination, date, details of passengers to be

cancelled and proceed for cancellation and refund.

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In case of a registered user of web-portal, the user would be able to

select the cancellation requirements from the list of his active

bookings.

The cancellation will be made and the refund would be processed as

follows:

Cancellation request confirmation will be sent to the

customer/passenger on the same mobile number and email id that

were shared by him at the time of booking.

The refund against cancellations shall be made through the same

mode which was originally used by the customer/passenger at the

time of booking.

Refund amount against Cancellations would be subject to

cancellation rules of individual bus operators which would usually

be dependent upon the number of days/hours due for the travel

date as per the booking.

B.3.3 Payment Collection & Settlement

All payments collected will be maintained by the Concessionaire in his

Escrow Account.

All normal refunds would be managed by the Concessionaire from his

Escrow A/C (complying to the cancellation/refund rules of individual

operator)

The Concessionaire will transfer the funds to the bus operator’s account

after adjusting all cancellation/refunds in minimum 7 and maximum 14

working days from the date of departure or cancellation as applicable.

B.4 Functional Requirements

Following tables illustrates the functional requirements of OBTS:

ID Software Requirement Description

Customer Requirements

F.000 The customer shall be able to search for a bus or a set of buses by inputting

required information such as from and to locations and date of travel, and

optional information such as number of stops.

F.001 The customer shall be able to make bus reservations of one or more buses,

by logging in as a user/guest user, using credit/debit cards and net banking.

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F.002 The customer shall be able to logon as user/guest user to modify or cancel

their reservations for upcoming buses. The customer shall also be able to

update their in-bus preferences such as seat location

F.003 The customer shall be able to logon to view and print the tickets associated

with bookings.

Ticket Booking Agent at the ITS Terminal Counters

F.100 The Ticket Booking Agent at the ITS Terminal Counters shall be able to

search for a bus or a set of buses by inputting required information such as

from and to locations and date of travel, and optional information such as

number of stops.

F.101 The agent shall make bulk reservations or cancel/modify them

F.102 The agent shall collect payment from the customers

F.103 The agent shall view and print the tickets of the customers

Manager

F.200 The Manager shall manage the fleet of buses; like approving/rejecting the

request from Bus operators for add/removal of buses, scheduling, etc

F.201 The Manager shall manage the functioning of various Bus operators

F.202 The Manager shall be able to view real time statistics for each bus

Provincial Bus Operator Staff

F.300 Bus Operator Staff shall check the periodic status of bookings

F.301 Bus Operator Staff shall check payments made against each booking

Finance Manager

F.400 Finance Manager shall manage booking payment

F.401 Finance Manager shall manage refund of money against cancellations done

by customers

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F.402 Finance Manager shall manage payments to be made to Bus Operators

Admin

F.500 Admin shall perform Master Data Management

F.501 Admin shall manage bus routes within the database

F.502 Admin shall manage various users of the OBTS solution and assign them

rights

B.5 Non-Functional Requirements

Following tables illustrates the functional requirements of OBTS:

Security requirements


SEC.000 The system shall store all user data in secure data centers and no

unauthorized access shall be granted to anyone outside or within the

company.

User data shall be stored in external databases which shall only be

accessible to authorized team members.

Only data that is absolutely essential shall be requested of the user.

User data shall not be sold to external parties and shall not be used to

display targeted advertisements.

SEC.001 The Concessionaire should ascertain sufficient security measures within

the system to ascertain zero fradulent transactions. Sufficient internal

checks and balances should be incorporated within the entire process to

ensure only the genuine passengers are allowed to travel. It should be

further noted that any fradulent transaction, defaults or conflicts would be

the liability of the Concessionaire.

Performance requirements


SEC.001 Users shall be notified in advance if an action is known to have large

processing times.

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Interface requirements


INT.000 The product shall be web based and platform independent.

The product shall be accessed via a prominent web browser such as

Google Chrome, Internet Explorer, Mozilla Firefox etc on any platform.

This includes but is not limited to Windows, OSX and Linux.

Operational requirements


OPR.000 All significant transactions initiated by the user shall be logged.

Each log shall include user id, timestamp and a verbal explanation of

the action. Logs may also include prior values and new values of

objects.

Read and write access to production logs shall only be given to

authorized users.

Logs shall be verbose enough to support investigation of bugs.

Logs shall be written for any action that involves an update to the

database.

These actions include but are not limited to bus reservations,

payments, modifications to reservations etc.

OPR.001 Maintenance shall only be done between 1:00 am and 6:00 am

Philipines Standard Time, and visitors to the website shall be notified

of this maintenance at least 24 hours in advance.

The integrity of each transaction shall be protected with mechanisms

such as fallback and retry etc.

Help Desk Services

The help desk service shall serve as a single point of contact for all service

requests. The service shall provide a Single Point of Contact (SPOC) and also

resolution of all the incidents* with root cause analysis that may arise during the

Operations phase. The Scope would include:

a) 24x7 Help Desk facility for reporting issues / problems with the OBTS.

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b) To provide a service desk facility and the set up all necessary channels for

reporting issues to help desk.

c) The incident reporting channels must include E-Mail, Telephone and Web

based issue reporting system

*Note: Incident means any event/ anomalies in the functioning of the OBTS specified

services that may lead to disruption in normal operation of the above said services.

Other Important Considerations

Following shall be considered by Concessionaire in the OBTS:

a) Customers must have the facility to provide feedback on their travel, bus,

transporter once the journey is completed

b) Customers must have the facility to provide rating (1 to 5 stars) for the travel,

bus, transporter once the journey is completed

c) Users must have the facility to provide feedback related to the portal, its

services, transporter etc. whether or not any journey has been made

d) All tickets booked through an email id as guest must be transferred to the

user’s account if ever he registers on the website

e) For security requirements the registered user must validate their Mobile

Number and Email ID at the time of registration

f) Booking history should be accessible to the registered users for a period of 1

year

g) Both registered and guest users must have the facility to resend the e-ticket

over email & sms until 2 hrs from the time of departure.

h) The Concessionaire is advised to notify the user using a small window visible

on the OBTS web portal displaying the time remaining to complete the

transaction after the seat selection is done.

(C) Use Cases

C.1 Customer Use Cases

C.1.1 Use Case 1 – Search Bus

Description

This use case describes how a customer can search for buses over the

Internet.

Pre-Conditions

Customer has created a valid account/login as guest user.

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Customer has logged into the system.

Post-Conditions

Successful Post-Condition:

o Customer has found the most suitable buses for his/her trip.

Failed Post-Condition:

o Customer has failed to find a suitable bus because the location is

out of scope.

Flow of Events

i. Customer selects a starting location.

ii. Customer selects a destination.

iii. Customer selects whether he/she wants a round-trip bus or one-

way trip.

iv. Customer selects date and time.

v. Customer selects number of passengers.

vi. The system shows a list of bus choices.

vii. Customer can sort the buses by departure time, arrival time,

number of stops, duration, and price.

viii. Customer selects the bus he/she is interested in.

ix. The system shows more detail about that bus; like AC/Non-AC, No.

of available seats, Sleeper/Semi-Sleeper/Sitting etc

x. End use-case.

Special Requirements

Customer can stop the search and go back to the previous step at any

time.

Extension Points

None

C.1.2 Use Case 2 – Book Ticket

Description

This use case describes how a customer can do bus reservation over the

Internet.

Pre-Conditions


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Customer has found the buses he/she wishes to reserve.

Post-Conditions


o Customer has selected the bus

o Customer has selected a seat on the bus.

o Customer has paid for the booking (using credit/debit cards, net

banking).


o Customer has failed to book a ticket because all tickets are sold

out.

Flow of Events

i. Customer chooses a bus and proceeds to booking.

ii. The system verifies whether seat is available.

iii. Customer selects a seat.

iv. Customer finalizes the booking.

v. The system reserves a seat on the bus.

vi. The system displays an invoice to the customer and redirects the

customer to billing module.

vii. The system displays payment information and payment method.

viii. Customer selects payment method as credit/debit cards, net

banking and enters the details.

ix. Customer completes the payment transaction.

x. The system updates the reservation as paid, books the seats, and

makes the ticket available to the customer. The system updates the

manifest of the bus.

xi. End use-case.


Customer can stop the reservation process at any time before it is

confirmed.

Extension Points

None

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C1.3. Use Case 3 – View Booking/Cancellation History

Description

This use case describes how customers can view booking/cancellation

history.

Pre-Conditions

Customer has created a valid account/login as guest user..


Customer has made reservations/cancellations in the past.

Post-Conditions

Customer has viewed his/her past booking/cancellation history.

Flow of Events

i. Customer selects view past transactions.

ii. The system displays a list of transactions and allows customer to

view details when one transaction is selected.


Customer can stop the search and go back to the previous step any time

Extension Points

None

C.1.4 Use Case 4 – Modify/Cancel Reservation

Description

This use case describes how a customer can modify and/or cancel

his/her booking over the Internet.

Pre-Conditions



Customer has made a bus reservation.

Post-Conditions


o Customer has modified his/her booking.

o Customer has cancelled his/her booking.

o The system has updated the information correctly.

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o Customer has failed to modify his/her booking because the time

limit duration has already passed.

Flow of Events

i. Customer selects a reservation he/she has made.

ii. Customer makes changes to the reservation like change of seats

etc.

iii. Customer confirms and saves the modification.

iv. The system updates the information.

v. End use-case.

Alternative:

i. Customer cancels the reservation.

ii. Customer confirms the cancellation.

iii. The system updates the information.

iv. The system updates the manifest and issues a refund.

v. End use-case.


Customer can not change the bus operator while modifying an existing

reservation.

Customer can stop the modification / cancellation at any step before

confirmation

Extension Points

None

C.1.5 Use Case 5 – View and Print Tickets

Description

This use case describes how a customer can view and/or print his/her

booked bus tickets.

Pre-Conditions



Customer has paid for his/her bus reservation.

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Post-Conditions

Customer has confirmed the purchase.

Customer has viewed his/her booked ticket.

Customer has printed his/her ticket.

Flow of Events

i. Customer selects a ticket he/she has purchased.

ii. Customer prints the selected ticket.

iii. The system records the transaction.

iv. End use-case.


Customer can stop the view/print of tickets at any step

Extension Points

None.

C.2 Bus staff and management use cases

C.2.1 Use Case 1 – View Bus Manifest (Bus Operator Staff)

Description

This use case describes how bus operator staff can view a bus manifest.

Pre-Conditions

User has logged in using an account with staff -level privileges.

Post-Conditions

Bus manifest is shown for selected bus.

Flow of Events

i. User selects view bus manifest option from menu.

ii. User is presented with a list of bus manifest available to user.

iii. User clicks on one of the bus listed.

iv. The system presents manifest of the selected bus.

v. End use case.

Alternative flow A

i. User clicks on individual seat with special request.

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ii. The system pops out a window containing the individual

information.

iii. End use case.


User can go back to previous steps at any time.

Extension Points

None.

C.2.2 Use Case 2 – View Bus Manifest (Managers)

Description

This use case describes how managers can view a bus manifest.

Pre-Conditions

User has logged in using an account with manager-level privileges.

Post-Conditions


o Bus manifest is shown for selected bus.


o Error message is shown to the user.

Flow of Events

i. User selects view bus manifest option from menu.

ii. The system displays a search criteria to find the desired bus

manifest. Criteria includes bus code, date (range), bus

origin/destination.

iii. User enters the search criteria.

iv. System displays list of matching bus based on search criteria.

v. User selects one of the bus listed.

vi. The system presents manifest of the selected bus.

vii. End use case.

Alternative flow

i. System cannot find matching buses based on search criteria. User

is prompted to enter different search criteria.

ii. End use case with failure condition.

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User can modify selection and/or go back to previous steps at any time.

Extension Points

None.

C.2.3 Use Case 3 – View Bus Statistics

Description

This use case describes how Concessionaire managers/DoTC users with

assigneed rights can view bus statistics.

Pre-Conditions

User has logged in using an account with manager/DoTC user-level

privileges.

Post-Conditions

Successful Post-Conditions:

o User is presented with bus statistics.


o An error message is shown to the user.

Flow of Events

i. User selects to view bus statistics option from the menu.

ii. User selects types of statistics to be shown. Types: Historical

analysis and real-time view of bus.

iii. System processes user selection from database.

iv. Statistics of the selected type is shown to the user.

v. End use case.

Alternative flow

i. There is no response from database within 1 minute. System will

re-try up to 3 times.

ii. If there is still no response, display message “Data unavailable at

this time – please retry later”.

iii. End use case.


User can modify selection and/or go back to previous steps at any time.

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Extension Points

None.

C.2.4 Use Case 4 – Book/Cancel/Modify Reservation on Behalf of Customer

Description

This use case describes how ticket booking agent at counter can

book/cancel/modify reservations on behalf of customers.

Pre-Conditions

User has logged in using an account booking agent-level privileges.

User has been provided with necessary details for

booking/cancelling/modifying buses.

Post-Conditions

Successful Post-Conditions:

o Bus successfully booked

o Bus booking was successfully modified/cancelled.

o System updates related information properly.


o Customer has failed to book a ticket because all tickets are sold out

o Customer has failed to modify his/her booking because the time

limit duration has already passed.

Flow of Events

A. Booking of Ticket:

i. User chooses a bus and proceeds to booking.

ii. The system verifies whether seat is available.

iii. User selects a seat.

iv. User finalizes the booking.

v. The system reserves a seat on the bus.

vi. The system displays an invoice to the user and redirects the User

to billing module.

vii. The system displays payment information and payment method.

viii. User takes cash/credit/debit card from the customer and book

ticket

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ix. The system updates the reservation as paid, book the seats, and

make the ticket available to the customer. The system updates the

manifest of the bus.

B. Modify/Cancel:

i. User selects customer service option from menu.

ii. User enters customer name and/or booking confirmation number.

iii. System displays reservation details associated with customer

name or confirmation number.

iv. User modifies/cancel the reservation details.

v. User confirms and saves the modification/cancellation.

vi. The system updates information in database.

vii. End use case.

Alternative flow B

i. System cannot find matching reservation associated with customer

name or confirmation number.

ii. Use case resumes at step B( ii).


User can stop the reservation process at any time before it is confirmed.

User can stop the modification / cancellation at any step before

confirmation

Extension Points

None

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Part 3: Commissioning and Acceptance

1. INTRODUCTION

The Concessionaire is solely responsible for ensuring that the commissioning

and acceptance of the ITS Terminal and Access Road is planned and executed in

accordance with this Part 3 (Commissioning and Acceptance) of Schedule 5

(Engineering, Procurement and Construction of the ITS Terminal and Access Road).

The Tested Works shall comprise the Works at the ITS Terminal and Access

Road. The Concessionaire and the Grantor shall comply with their respective

obligations at Section 12 (Commissioning and Acceptance) of this Concession

Agreement in relation to testing, rectification of defects in and acceptance of the

Tested Works.

2. COMMISSIONING AND ACCEPTANCE PLAN

The Concessionaire shall develop and submit a detailed plan of all

commissioning and acceptance activities no later than three (3) months from the

Construction Start Date to the Grantor and the Independent Consultant (the

"Commissioning and Acceptance Plan"). It shall include details of all

commissioning and acceptance processes, outputs and contractual requirements

by all suppliers and Subcontractors of the Concessionaire. It shall provide clear

milestones by which the progress of the ITS Terminal and Access Road

construction; the Tested Works; and operation of the ITS Terminal can be

measured.

The Concessionaire shall incorporate any reasonable additions or changes

required by the Independent Consultant to the Commissioning and Acceptance

Plan. Any subsequent changes proposed to the Commissioning and Acceptance

Plan for whatever reason shall be submitted to the Independent Consultant. The

Concessionaire shall give full reasons for such changes and demonstrate that the

changes shall have no detrimental effect on the overall demonstration of the

suitability and compliance of any system or equipment on the ITS Terminal and

the Tested Works to provide for seamless operation of the ITS Terminal.

The Concessionaire shall report on the progress of the Commissioning and

Acceptance Tests and activities as required by:

o the Commissioning and Acceptance Plan itself;

o the specific requirements of Section 12 (Commissioning and

Acceptance) of the Concession Agreement; and

o general reporting obligations of Section 21 (Records, Reporting and

Audit) of this Concession Agreement.

96

This shall include for the recovery from any Delays to the Works Timetable

arising from either late completion of previous activities or failure of any system

or equipment to perform to the required standards during any part of the

Commissioning and Acceptance Tests and activities.

The Concessionaire shall have sole responsibility to ensure that any certificates

of testing, performance or compliance required by:

o the Commissioning and Acceptance Plan;

o by the Grantor; or

o by any empowered external body, statutory or with legitimate

interest;

are acquired and handed over by the dates or within the agreed timescales to:

o achieve the Completion Date on or before the Required Completion

Date;

o achieve the Milestones on or before the contractual dates therefor;

and/or

o such other date as the Grantor or the Independent Consultant may

reasonably specify and notify to the Concessionaire in accordance

with this Concession Agreement

This shall include for any re-testing or witnessing required by the Independent

Consultant.

3. COMMISSIONING AND ACCEPTANCE PROCEDURES

The scope of the Commissioning and Acceptance Plan must include as a

minimum:

o the scope and objectives of the tests agreed between the

Independent Consultant, the Grantor and the Concessionaire

within the parameters of this Concession Agreement and other

relevant agreements, as required to be undertaken to prove the

technical, safety and operational integrity of the Tested Works (the

"Commissioning and Acceptance Tests").

o organizational and administrative responsibilities;

o Commissioning and Acceptance Test pre-conditions, conditions

and logistical support requirements;

o detailed Commissioning and Acceptance Test schedules;

97

o Commissioning and Acceptance Test procedures and

Commissioning and Acceptance Test data collection, collation and

analysis methodology;

o Commissioning and Acceptance Test acceptance criteria;

o pre-conditions for re-testing if required; and

o Commissioning and Acceptance Test report documentation and

format.

The Commissioning and Acceptance Plan shall further include the following

minimum items:

o Testing of the Works;

o Factory testing of components and complete equipment;

o The acquisition of all permits and licenses etc. to enable full

integrated commercial/public operation of the ITS Terminal;

o Completion of all agreed outstanding works, testing and Punch List

Items; and

The Concessionaire is required to demonstrate to the Independent Consultant

that all Works, equipment and systems procured or carried out for the ITS

Terminal give the required performance measured against:

o recognized international standards;

o the particular requirements of the technical specification and this

Concession Agreement; and

o best international practice (together the "Commissioning and

Acceptance Standards").

The Concessionaire must further show that all the Works, equipment and

systems procured or carried out for the ITS Terminal:

o Do not import any level of risk to the operation of the ITS Terminal

or the operation of any other facility/system of a third party

adjacent to or in direct contact with any part of the ITS Terminal.

The provisions of Section 12 (Commissioning and Acceptance) of this Concession

Agreement shall apply where the Concessionaire proposes in the Commissioning

and Acceptance Plan that it be entitled to apply for Final Acceptance Certificate

and Provisional Acceptance Certificate.

4. FAILURE TO MEET COMMISSIONING AND ACCEPTANCE STANDARDS

The Concessionaire is solely responsible for the resolving of any conflicts,

performance, or other interface issues which affect the performance of the

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Works on, linked or adjacent to the ITS Terminal and Access Road. The

Concessionaire shall carry out any required modifications, upgrading or change-

out required on any piece of equipment or Works to achieve the required level of

performance in the ITS Terminal and Access Road. This shall extend for the

Concession Period.

The Concessionaire shall carry out at any stage sufficient testing to demonstrate

that all equipment within the ITS Terminal and Access Road meets all required

RAMS requirements. This shall include for re-testing, or modified testing at the

expense of the Concessionaire on as many times as necessary to demonstrate the

RAMS requirements are fully met.

The Concessionaire is responsible for ensuring that Punch List Items associated

with the Works are resolved to the satisfaction of the Independent Consultant as

contemplated in Section 12 (Commissioning and Acceptance) of this Concession

Agreement.

5. GRANTOR OBSERVING COMMISSIONING AND ACCEPTANCE TEST

The Grantor reserves the right to witness all or any part of any part of

Commissioning and Acceptance Tests or retesting and the Concessionaire shall

facilitate the exercise of this right.

6. CONSOLIDATED LIST OF PROJECT ASSETS

The Concessionaire shall update the consolidated list of Project Assets in

accordance with the provisions of this Concession Agreement including, without

limitation, following completion of the Commissioning and Acceptance Tests of

the ITS Terminal; and following the procurement of any new or replacement

Project Assets.

7. PROVISIONAL OR FINAL ACCEPTANCE CERTIFICATE

The provisions of Sections 12.8 (Substantial Acceptance) of the Concession

Agreement shall apply to the issuance of a Provisional Acceptance Certificate(s)

for the ITS Terminal.

The provisions of Sections 12.7 (Full Acceptance) of the Concession Agreement

shall apply to the issuance of a Final Acceptance Certificate for the ITS Terminal.

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Part 4: Works Timetable

1. The Concessionaire shall be responsible for maintaining an updated Works

Timetable during the Construction Period and shall raise any proposed updates

and changes to the same in the meetings to be held between the Parties during

the Construction Period in accordance with Sections 4.1 (Obligation of Parties)

and 20.3 (Meetings) and Schedule 4 (Meetings) to this Concession Agreement.

2. The Concessionaire shall expand into full detail, from the schedule submitted as

part of the PEP, the Works Timetable and provide soft and hard copies of such

initial Works Timetable to the Independent Consultant and Grantor within one

hundred and twenty (120) days of the Signing Date for their review and

approval. Thereafter the Works Timetable shall be updated every two (2) weeks

as a minimum and a summary of all such updates shall be included in the Report

on Works submitted by the Concessionaire to the Grantor in accordance with

Section 21.2.b (Reports) of this Concession Agreement and at the same time a

copy shall be provided to the Independent Consultant. The Works Timetable

shall be included on the agenda for construction review meetings in accordance

with paragraph 1 of Schedule 4 (Meetings).

3. Any updates and/or changes to the initial Works Timetable or subsequent

versions of the Works Timetable shall only be made in accordance with the

provisions of this Part 4 (Works Timetable) to Schedule 5 (Engineering,

Procurement and Construction of the ITS Terminal and Access Road).

4. The Concessionaire shall promptly submit to the Independent Consultant and

Grantor a hard and soft copy of any version of the Works Timetable varied or

updated in accordance with the provisions of this Part 4 (Works Timetable) to


Access Road).

5. Any Works Timetable submitted in accordance with the provisions of this Part 4

(Works Timetable) to Schedule 5 (Engineering, Procurement and Construction of

the ITS Terminal and Access Road) shall be prepared in accordance with Prudent

Industry Practice and all Relevant Rules & Procedures and applicable

regulations/ norms/ standards, etc. and shall be in sufficient detail so as to

enable the Independent Consultant and the Grantor to monitor the progress

(including, all commissioning and testing activities, any Delays and likely future

progress) of the Works.

6. The Independent Consultant and/or Grantor shall have the right to reject any

changes or updates to the Works Timetable (including changes to the initial

Works Timetable) submitted by the Concessionaire in accordance with this Part

4 (Works Timetable) to Schedule 5 (Engineering, Procurement and Construction of

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the ITS Terminal and Access Road) on the grounds that the revised Works

Timetable may result in Delays to the progress of the Works and/or would not

enable the Works to be completed on or before the Required Completion Date.

7. The Works Timetable shall indicate percentage progress to date on multiple

work streams and shall highlight actual or potential Delays. If it appears to the

Independent Consultant or Grantor at any time that the actual progress of the

Works has significantly fallen behind the Works Timetable, then the Grantor

shall be entitled to require the Concessionaire to submit to the Grantor a report

identifying the reasons for the Delay and, unless the event causing the Delay is

still subsisting and it is not possible to predict with any certainty when the Delay

might come to an end, require the Concessionaire (at the Grantor's option) to

produce and submit to the Grantor and the Independent Consultant, in

accordance with this Part 4 (Works Timetable) to Schedule 5 (Engineering,

Procurement and Construction of the ITS Terminal and Access Road), a revised

Works Timetable showing the:

(i) manner and the periods in which the Works shall be carried out to ensure

completion; and/or

(ii) steps which are to be taken to eliminate or reduce the Delay.

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SCHEDULE 6: CONCESSIONAIRE RESPONSIBILITIES FOR THE

OPERATIONS AND MAINTENANCE ACTIVITIES

Part 1: Key Performance Indicators (KPI) and Standards for Operations &

Maintenance (O&M) of the ITS Terminal

The Operation and Maintenance of the ITS Terminal premises shall be carried out to

maintain the performance standards, which shall comprise, but shall not be limited to

that described in this Part 1 of Schedule 6 (Concessionaire Responsibilities for the

Operations and Maintenance Activities) and Schedule 19 (Minimum Security Standards

and Mandatory Requirements).

The Concessionaire shall be required to maintain a minimum performance at the ITS

Terminal from the date of issuance of Provisional Acceptance Certificate or Final

Acceptance Certificate, whichever is earlier, to the end of the Concession Period.

The Concessionaire at its own cost shall achieve performance standards for operation

and maintenance of the ITS Terminal which shall be monitored through the Key

Performance Indicator (“KPI”) as provided in the subsequent sections of this Part 1 of

Schedule 6 (Concessionaire Responsibilities for the Operations and Maintenance

Activities). This monitoring of the KPI shall commence on the date of issuance of

Provisional Acceptance Certificate or Final Acceptance Certificate, whichever is earlier.

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1. Key Performance Indicators (KPIs), Benchmarks and Measurement Mechanism

S. No. Performance Parameter Benchmarks Measurement Mechanism

KPI – 1 Departures for provincial buses

95% of the provincial bus departures shall be as per approved Terminal Schedule.

Total number of on-time departures of provincial buses as per Terminal Schedule in a day as a percentage of total planned departures (as per Terminal Schedule) in that day.

For the purpose of calculating on-time departures only those provincial buses which have reached their respective embarkation bays before their scheduled departure time shall be considered.

Also those provincial bus departures which were non-compliant to the Terminal Schedule due to the default of provincial bus driver/operator shall not be considered for the purpose of calculating on-time departures. The burden of proof in such scenarios shall lie with the Concessionaire.

KPI – 2 Pedestrian entry / exit points of the ITS Terminal building

Waiting time at any entry/exit point of the ITS Terminal building shall not be more than 1 minute for 95% of the pedestrians.

Number of pedestrians whose average waiting time at any entry/exit point of the ITS Terminal building is within set standard as a percentage of total pedestrians passing through that point.

The average waiting time for pedestrians in the queue shall be measured from the time the pedestrian joins the queue to the time of pedestrian leaves the queue after passing through the entry/exit point.

KPI – 3 Pedestrian circulation / movement

Pedestrian circulation / movement shall be on the designated pedestrian walkways / areas 100% of the time.

During operational hours of the ITS Terminal, no pedestrian shall be walking on the areas which are not designated as pedestrian walkways/areas.

The designated pedestrian walkways/areas shall be identified in the O&M Manual.

KPI – 4 Seating spaces for passengers in waiting areas

Seating space should be available 95% of the time.

Minimum number of empty seating space for passengers at designated locations should not fall below 5. The seating

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space here means a chair or a bench which allows a minimum space of 0.5meter x 0.5meter per person for seating.

The designated locations for seating spaces shall be identified in the O&M Manual.

KPI – 5 Pedestrian circulation in passenger concourse

Passenger concourse should not be congested 100% of the time.

At any point of time the area available for pedestrian circulation within the passenger concourse of the ITS Terminal should not be less than 1.0 sqm multiplied by the number of pedestrian at that time.

The area available for pedestrian circulation within the passenger concourse of the ITS Terminal shall be identified in the O&M Manual.

KPI – 6 Embarkation, disembarkation and idle / staging bays for the PUVs

Embarkation, disembarkation and idle/staging bays designated for PUVs should not be congested 95% of the time.

The total number of provincial buses waiting/queuing to park on any of their respective embarkation bay or disembarkation bay or idle/staging bay, as the case may be, shall not be more than 1.

The total number of Metro Manila buses/city buses waiting/queuing to park on any of their respective embarkation bay or disembarkation bay or idle/staging bay, as the case may be, shall not be more than 1.

The total number of public utility jeepneys waiting/queuing to park on any of their respective embarkation bay or disembarkation bay or idle/staging bay, as the case may be, shall not be more than 1.

The total number of AUV/FX/Megataxi waiting/queuing to park on any of their respective embarkation bay or disembarkation bay or idle/staging bay, as the case may be, shall not be more than 1.

The designated embarkation, disembarkation and

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idle/staging bays for all kind of PUVs shall be identified in the O&M Manual.

KPI – 7 Idle / staging bays for provincial buses, Metro Manila buses / city buses, public utility jeepneys, AUV / FX / megataxi and taxi

Each idle/staging bay should be available at least 95% of the time.

The available time to be measured for each parking bay, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day

KPI – 8 Parking bays for private cars and two-wheelers

Each parking bay should be available at least 95% of the time.

The available time to be measured for each parking bay, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day

KPI – 9 Computerized Terminal Fee collection system

Computerized Terminal Fee collection system should be available at least 95% of the time.

Number of vehicles queuing at any Terminal Fee collection booth should not be more than 3 at any given point of time.

KPI – 10 Collection of Terminal Fee Revenue

Collection of the Terminal Fee Revenue from 100% of the provincial buses, metro manila buses, public utility jeepney, AUVs/FXs/megataxis and taxis which are exiting the terminal.

The Concessionaire shall provide exit log registers for all provincial buses, metro manila buses, public utility jeepney, AUVs/FXs/megataxis and taxis exiting the terminal. The log registers shall be supported with CCTV footage.

If any driver/operator of a provincial bus or metro manila bus or public utility jeepney or AUV/FX/megataxi or taxi is non-compliant in paying the Terminal Fee then such instances/cases shall not be considered for the purpose of determining the Concessionaire’s compliance to this KPI-10. However, the burden of proof in such scenarios shall lie with the Concessionaire. Moreover, the Concessionaire shall provide weekly reports on defaulters to the Grantor.

KPI – 11 Operations of the OBTS Unit Benchmark

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11.a End Customers (Self-Bookings & Related Services)

System Log / Report from the 3rd party analytics system (Printed & Real-time)

Note:

o Uptime is the time period for which the specified services/ components with specified technical and service standards are available. Uptime, in percentage, of any component will be calculated as:

Uptime = {(Total Available Time (24 hrs X n days) - Total Down Time)/ Total Available Time} * 100

o Downtime is the time period for which the specified services / components with specified technical and service standards are not available and excludes the planned scheduled outages.

o Booking Time includes time taken for (a) Seat Selection (b) On-line Payment completion and (c) Ticket issuance on-portal and dispatch over email and SMS

11.a.1 System Availability Uptime > = 99%

11.a.2 Average Page Load Time Seconds <= 5

11.a.3 Average Ticket Booking Time (per transaction)

Seconds <= 240

11.b Ticket Booking Counters at ITS Terminal (Bookings & Backend Services)

11.b.1 System Availability Uptime > = 99.99%

11.b.2 Average Ticket Booking Time (per transaction)

Seconds <= 180

KPI – 12 Maintenance and Support of OBTS

Unit Benchmark Printed and Real-Time Reports from the web based issue reporting, tracking and management system.

Note: Resolution Time is the time taken in resolving, diagnosing, troubleshooting and fixing the Incident.

12.a.1 Level 1 (Critical)

Multiple users impacted

Stops Business

System unavailable

Business risk high

Response Time 15 minutes

12.a.2 Resolution Time 60 minutes

12.b.1 Level 2 (High)

Individual user affected

Potential business Impact


12.b.2 Resolution Time 240 minutes

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Business risk is moderate or low

12.c.1 Level 3 (Moderate)

Minor business impact

Work around exists

Business risk is low


12.c.2 Resolution Time 840 minutes

KPI – 13 Schedule / information display system

Schedule/ information display system should be available at least 95% of the time.

The available time to be measured for each electronic / digital information display monitor, using actual operational hours (time period in which the dynamic information is displayed as contemplated in the O&M Manual) in a day as percentage of total planned operational hours of the ITS Terminal in a day.

KPI – 14 Closed circuit television system

Closed circuit television system should be available at least 95% of the time.

The available time to be measured for each asset, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day.

KPI – 15 Availability of the Baggage Trolleys

Baggage Trolleys should be available 95% of the time.

Minimum available empty baggage trolleys at designated locations should not fall below 10.

The designated locations shall be identified in the O&M Manual.

KPI – 16 Ambient conditions in the passenger concourse

Temperature range in the passenger concourse to be 20-24 Degree Celsius during operational hours of the ITS Terminal in the passengers concourse areas, and

Relative Humidity levels – Correlated relative humidity to

Measurement will be in terms of temperature and humidity levels in the passengers concourse areas during the operational hours of the ITS Terminal.

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specified temperature range.

KPI – 17 Rest rooms / toilets Rest room should be available 95% of the time.

At each rest room/toilet the number of persons waiting for their turn to use urinal/WC should not be more than 100% of total number of urinals and WCs in that rest room/toilet

KPI – 18 Internet Wi-fi services 2 to 4 megabyte/second Internet-Wi-Fi services should be available 95% of the time.

The available time to be measured for Internet-Wi-Fi services in the passenger concourse areas, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day.

KPI – 19 Information kiosks / enquiry counters

Information kiosks/enquiry counters and complaint desks should be manned 100% of the time.

Availability of personnel at the information desk during operational hours of the ITS Terminal.

KPI – 20 Complaint desks Information kiosks/enquiry counters and complaint desks should be manned 95% of the time.

Availability of personnel at the complaint desk during operational hours of the ITS Terminal.

KPI - 21 Escalators, elevators & travelators

Escalators, elevators & travelators should be available 95% of the time.

The available time to be measured for escalators, elevators & travelators, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day.

KPI – 22 Public address system Public address system should be available at least 95% of the time.

The available time to be measured for each asset, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day.

KPI – 23 Cleanliness of the rest rooms / toilets

Certification from a DoH-accredited testing facility/ laboratory shall be valid 100% of the time.

Certification from a DoH-accredited testing facility/ laboratory that the toilet floor and sanitary fixtures/ fittings/ furnishings e.g. doors, toilets/ water closets, toilet seats, urinals, faucets, soap dispensers, roll paper holders, grab bars, dispensers, and the like only contain

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normal/ permissible levels of bacteria and human pathogens e.g. Streptococcus, Staphylococcus, E. Coli, Shigellosis, Salmonella, Lactobacillaceae, and the like.

Issuance date of such certification shall not be more than three (3) months old at any time.

KPI – 24 Cleanliness of the passenger concourse areas

Certification from a DoH-accredited testing facility/ laboratory shall be valid 100% of the time.

Certification from a DoH-accredited testing facility/ laboratory that all the surfaces touched by human hands and human footwear only contain normal/ permissible levels of bacteria and human pathogens e.g. Streptococcus, Staphylococcus, E. Coli, Shigellosis, Salmonella, Lactobacillaceae, and the like.

Issuance date of such certification shall not be more than six (6) months old at any time.

KPI – 25 Drinking water faucets/taps

Flushing mechanism of WCs & urinals and faucets/taps in the rest rooms / toilets

Drinking water faucets/taps, should be available 95% of the time.

Flushing mechanism of WCs & urinals and faucets/taps in the rest rooms / toilets should be available 95% of the time.

The available time to be measured for all the assets under drinking water faucets/taps, flushing mechanism of WCs & urinals and faucets/taps in the rest rooms / toilets, using actual operational hours in a day as percentage of total planned operational hours of the ITS Terminal in a day.

The non-availability of water in any faucet/tap or flushing mechanism shall also be deemed to be considered as non-availability of that asset.

KPI – 26 Handling of Complaints 100% of complaints responded within 2 working days.

Total number of complaints where difference between times of receiving the complaint to first response is within the set standard as a percentage of total complaints received.

The complaints covered shall include complaints received via mail or complaint/suggestion register or e-mail.

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KPI – 27 Illumination levels Following illumination levels shall be maintained 100% of the time.

The illumination levels shall not fall below the set benchmark during operational hours of the ITS Terminal.

Designated area Minimum illumination

(lux)

Embarkation, disembarkation and idle / staging bays for PUVs

75

Parking bays for private vehicles

75

Pedestrian circulation / movement area outside ITS Terminal building

125

Rest rooms / toilets 175

Passenger concourse area

275

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2. Measurement Mechanism of Performance Parameters

(a) The Measurement Mechanism for performance on parameters mentioned at

“KPI – 2”

The waiting time in queue shall be determined as:

(i) For each randomly selected day of a month, the ‘busiest hour’ of the day

over which performance shall be measured is divided into “1 minute time

intervals” beginning xx:00, xx:01, xx:02, ……., xx:58 and xx:59 in the

respective hour;

For each “1 minute time interval”, the average waiting time shall be

calculated as:

“Average Waiting Time” = Np / Ap

where:

Ap is the number of pedestrians leaving the queue in the 1

minute time interval;

Np is the number of pedestrians joining the queue in the 1

minute time interval.

(ii) The performance percentage figures for set standard shall be calculated by:

i. Identifying how many pedestrians in the busiest hour were

processed in a time interval where the measured average waiting

time is no more than the set standard; and

ii. Calculating the percentage by dividing the above figure by the

total number of pedestrians processed in that busiest hour.

An hour may be specified to be a clock hour, starting at 00 minutes past the hour

and ending at 59 minutes past the hour or any other predefined convention that

the Grantor Compliance Team chooses (pre-defined so that the definition of an

hour cannot be influenced by any other factors at the time of determining the

sample hour).

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(b) The Measurement Mechanism for performance on parameters mentioned at

“KPI – 5”

The area available for pedestrian circulation within the passenger concourse

shall be determined as:

(i) The planned operational hours for each randomly selected day of a month

(over which performance shall be measured) is divided into “15 minute

time intervals”;

For each “15 minute time interval”, the average number of passengers

within the passenger concourse shall be calculated as:

AVGt = NI - NO

where:

AVGt is the average number of passengers within the passenger

concourse in an interval ‘t’;

t is a specific 15 minute time interval;

NI is the total number of passengers entering the ITS Terminal

building from all the entry points in an interval ‘t’;

NO is the total number of passengers exiting the ITS Terminal

building from all the exit points in an interval ‘t’.

(ii) The time interval which shows the highest number of AVGt shall be

identified and the corresponding average number of passenger within the

passenger concourse in that interval shall be also be identified.

(iii) The above figure (highest average number of passengers within the

passenger concourse) shall be multiplied with 1.5 and the resultant figure

shall be compared with the area available for pedestrian circulation within

the passenger concourse (as identified in the O&M Manual).

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(c) The Measurement Mechanism for performance on parameters mentioned at

“KPI – 6”, “KPI – 9” and “KPI – 17”

(i) For each randomly selected day of a month, the ‘busiest hour’ of the day

over which performance shall be measured is identified and the average

congested time shall be calculated as:

“Average Congested Time” =

where:

n is the total number of designated locations included in a

parameter ‘x’

k denotes a specific designated location included in parameter

‘x’ such that k=1,2,...,n

Tc is the duration of time when the measured queue length is

more than the set standard for designated location ‘k’

(ii) The performance percentage figures for set standard shall be calculated as

100% minus a percentage of the above figure in one hour.

An hour may be specified to be a clock hour, starting at 00 minutes past the hour

and ending at 59 minutes past the hour or any other predefined convention that

the Grantor Compliance Team chooses (pre-defined so that the definition of an

hour cannot be influenced by any other factors at the time of determining the

sample hour).

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(d) The Measurement Mechanism for performance on parameters mentioned at

“KPI – 7”, “KPI – 8”, “KPI – 13”, “KPI – 14”, “KPI – 21”, “KPI – 22” and “KPI –

25”

For each randomly selected day of a month, the availability measure of each

parameter shall be measured with respect to number and type of assets included

under each parameter and shall be measured in accordance with the following:

(i) Calculate the total number of assets under each parameter (e.g. number of

escalators) and multiply with the total planned operational hours in a day,

expressed as:

Total planned operational hours =

where:

n is the total number of assets included in a parameter ‘x’

k denotes a specific asset included in parameter ‘x’ such that

k=1,2,...,n

TPk is the total planned operational hours in a day for asset ‘k’

(ii) Calculate the total unavailable hours in a day, expressed as:

Total unavailable hours =

where:

m is the total number of assets included in a parameter ‘x’ which

were not available in a day

k denotes a specific asset included in parameter ‘x’ which was

not available in a day such that k=1,2,...,m

TUk is the time that asset ‘k’ is unavailable in a day

(iii) Calculate availability for parameter ‘x’ in day as:

AVAILABILITYX = 100 X (1 – )

where:

AVAILABILITYX is the percentage availability of parameter ‘x’ in a

day

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Part 2: KPI Charges for ITS Terminal

The KPI compliance procedure is intended as a proactive mechanism that does not seek

to penalize but rather identify areas of non-compliance allowing the Concessionaire

time for remedial action.

The KPIs shall require a procedure by which the Grantor shall undertake random

compliance visits (at least once every month after the issuance of Provisional

Acceptance Certificate or Final Acceptance Certificate, whichever is earlier) to ensure

that KPIs are being achieved against prescribed baseline benchmarks in this Schedule

(the "Grantor Compliance Visits").

The Grantor shall set up compliance teams that shall visit ITS Terminal unannounced at

any time within a given month to undertake inspections (the "Grantor Compliance

Teams").

Grantor Compliance Teams shall check for compliance with the KPIs as detailed in Part

1 of this Schedule 6 (Concessionaire Responsibilities for the Operations and Maintenance

Activities).

If Grantor Compliance Teams identify an area of non-compliance they shall issue a

Citation Notice. A financial deduction shall not be imposed immediately but rather a

period of time shall be allowed for rectifications by the Concessionaire. Time allocated

for rectification shall depend on specific KPI, e.g. repair of escalators may require more

than one day.

The Concessionaire may submit, at any time, to the Grantor Compliance Teams for

approval, a list of equipment or services that are non-functional for extra-ordinary

reasons, together with a programme of rectification. The Grantor Compliance Teams

shall then remove these items from the inspection list. Should the Concessionaire fail to

rectify the faults within the agreed time then these shall move straight to KPI Charges.

The charges against the KPI is illustrated in paragraph 2.2.3 (of this Part 2 of Schedule 6

to the Concession Agreement) shall be applied for the purpose of establishing the

monthly KPI Charges.

1. PROCEDURE

The procedure for identification and resolution of compliance issues shall be as

follows:

o Grantor Compliance Team conduct Grantor Compliance Visit of ITS

Terminal to assess compliance

o Grantor Compliance Visits are to be made unannounced and on a random

basis

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o Grantor Compliance Team undertakes Grantor Compliance Visit in the

presence of the ITS Terminal Supervisor or Concessionaire’s

representative to identify compliance against the KPIs.

o Grantor Compliance Team identifies areas of deficiencies against each KPI

jointly with the ITS Terminal Supervisor or Concessionaire’s

representative.

o In the event that a Grantor Compliance Visit identifies areas of non-

compliance against the KPI regime a notice shall be issued on site,

identifying particular item/component of non-compliance in respect of a

given KPI, and the remedial time required to bring that item/component

back to compliance (a "Citation Notice").

o Citation Notices are to be jointly signed by the Grantor Compliance Team

representative and ITS Terminal Supervisor or Concessionaire’s

representative.

o ITS Terminal Supervisor or Concessionaire’s representative shall have the

right to annotate in the Citation Notice any objections.

o Grantor Compliance Visits can be done without notice at any time and any

number of times within a given month including the last week of any

month in order to allow for a day or two for remedial action(s) by the

Concessionaire. In instances where a Citation Notice is issued in the last

days of a given month and there is insufficient time for the allowable

remedial action, the Citation Notice shall be carried forward into the

subsequent month. The Grantor Compliance Team shall notify ITS

Terminal Supervisor when next visit shall take place to determine

whether any identified non-compliance has been rectified in accordance

with the Citation Notice.

o Grantor Compliance Team re-visits the ITS Terminal to assess level of

compliance against issued Citation Notice.

o Upon Grantor Compliance Team’s re-visit to the ITS Terminal to assess

compliance with the Citation Notice, if it identifies that sufficient remedial

action by the Concessionaire has taken place, then no KPI Charges shall be

assessed. In the event the issues contained in the Citation Notice are not

completed to the satisfaction of the Grantor Compliance Team, Grantor

shall issue a KPI Failure Notice (a “KPI Failure Notice”) to the

Concessionaire through the ITS Terminal Supervisor, specifically

identifying the area of non-compliance against the specific KPI.

o The KPI Charges shall be calculated using the methodology set out in

paragraph 2 of this Part 2 of Schedule 6 to the Concession Agreement.

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o In the event of an objection to the KPI Failure Notice, the KPI Charges

applicable to the KPI Failure Notice shall be applied for that month at

50% of the total KPI charges applicable to the disputed KPI Failure Notice

and such Dispute shall be resolved in accordance with the dispute

resolution process at paragraph 2.2.5 to this Part 2 of Schedule 6 to the

Concession Agreement. Where the resolution finds in favour of the

Grantor the Concessionaire shall provide the Grantor with the remaining

50% of the total KPI charges applicable to the disputed KPI Failure Notice.

Where the resolution finds in favour of the Concessionaire the Grantor

shall refund to the Concessionaire the 50% of the total KPI charges

applicable to the disputed KPI Failure Notice.

o Repeated KPI Failure Notice: From the time that a KPI Failure Notice is

received, the Concessionaire shall be allowed to rectify the KPI within a

relevant remedial time which shall be equal to the time as stated in the

Citation Notice for a particular item/component of non-compliance in

respect of a given KPI. Failure to achieve this shall result in automatic

repeated application of the Charge for every complete cycle of allowable

remedial time until the KPI is rectified, unless the Concessionaire can

provide to the Grantor evidence of reasonable mitigating circumstances

that are preventing rectification of the relevant KPI.

2. KPI CHARGES AND PAYMENT

2.1 Calculation

KPI Charges shall be calculated as specified in this Schedule and payable

pursuant to this paragraph 2.

2.1.1 KPIs: Every month the performance for each KPI shall be checked. For

each KPI Failure Notice that has been issued, the KPI Charge shall be

applied.

2.1.2 Monthly KPI Charge: The KPI charge for the month shall be established by

adding the KPI charges for each KPI Failure Notice issued in the given

month.

2.2 Monthly Calculations

2.2.1 In respect of each contract month the Concessionaire shall:

(a) calculate the amount of the KPI Charges, including the adjustments

made by any approved exclusions; and

(b) notify the Grantor of the amount of the KPI Charges so calculated

using data provided by the Concessionaire which shall be subject

to audit and/or check by the Grantor within 20 days of receipt of

the calculated KPI Charges.

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2.2.3 KPI Charges

KPI

KPI Charges before 1st anniversary of Completion

Date

(Amount in Philippine Pesos)

KPI Charges after 1st anniversary of Completion

Date


KPI – 1 500,000 1,000,000

KPI – 2 500,000 1,000,000

KPI – 3 500,000 1,000,000

KPI – 4 500,000 1,000,000

KPI – 5 500,000 1,000,000

KPI – 6 500,000 1,000,000

KPI – 7 500,000 1,000,000

KPI – 8 500,000 1,000,000

KPI – 9 500,000 1,000,000

KPI – 10 1,000,000 1,000,000

KPI – 11.a.1 250,000 500,000

KPI – 11.a.2 250,000 500,000

KPI – 11.a.3 250,000 500,000

KPI – 11.b.1 250,000 500,000

KPI – 11.b.2 250,000 500,000

KPI – 12.a.1 250,000 500,000

KPI – 12.a.2 250,000 500,000

KPI – 12.b.1 250,000 500,000

KPI – 12.b.2 250,000 500,000

KPI – 12.c.1 250,000 500,000

KPI – 12.c.2 250,000 500,000

KPI – 13 500,000 1,000,000

KPI – 14 500,000 1,000,000

KPI – 15 500,000 1,000,000

KPI - 16 250,000 500,000

KPI – 17 250,000 500,000

KPI – 18 250,000 500,000

KPI – 19 250,000 500,000

KPI – 20 250,000 500,000

KPI – 21 250,000 500,000

118

KPI

KPI Charges before 1st anniversary of Completion

Date


KPI Charges after 1st anniversary of Completion

Date


KPI – 22 250,000 500,000

KPI – 23 250,000 500,000

KPI – 24 250,000 500,000

KPI – 25 250,000 500,000

KPI – 26 250,000 500,000

KPI – 27 250,000 500,000

2.2.4 Should the Grantor's audit and/or check in accordance with paragraph

2.2.1(b) require a change to the KPI Charges then the Grantor shall notify

the Concessionaire. Such notice shall be conclusive unless within five (5)

Business Days of receiving notice the Concessionaire serves a notice of

objection on the Grantor specifying its objections, the corrections which it

believes should be made and its reasons.

2.2.5 Disputes regarding the calculation shall be resolved by reference to an

independent expert agreed on by the Parties who shall:

(a) be a consultant of international reputation agreed as between the

Parties;

(b) be independent from and have no business relationship with both

the Grantor and the Concessionaire (or any Affiliate of the

Concessionaire);

(c) reach his decision within thirty (30) days from the matter being

referred to him;

(d) be entitled (but not obliged) to all the Parties to make oral

representations:

(e) give his decision in writing and with reasons;

(f) act as expert and not as arbitrator so his decision shall be final and

binding; and

(g) be entitled to determine which Party shall bear its payments.

In the event that the Parties cannot agree on the appointment of a suitable

independent expert within thirty (30) days, the Grantor shall unilaterally

appoint an expert that meets the criteria set out in paragraphs 2.2.5 (a)-

(b).

119

2.3 Payment

KPI Charges shall be payable quarterly as set out in Section 17.5 (Balancing

Payment) of the Concession Agreement.

120

SCHEDULE 7: FINANCIAL MATTERS

Part 1: Annual Grantor Payments

1. The details of the Annual Grantor Payments shall be as follows:-

Annual Grantor Payment:

Amount: Commencing on:

One Hundred Million Philippine Pesos (Php100,000,000.00)

Construction Completion Date

121

Part 2: Terminal Fee for ITS Terminal

1. Terminal Fee* for Provincial buses, Metro Manila buses Public utility

jeepneys, AUVs/FXs/megataxis, Taxi shall be made available by the Grantor

to Concessionaire prior to issuance of Provisional Acceptance Certificate or

Final Acceptance Certificate, as the case may be.

*Note:

(a) The Terminal Fee for provincial buses is inclusive of four (4) hour free

parking in the staging/idle parking area. For avoidance of doubt, those

provincial buses which are exiting the ITS Terminal shall be eligible for a

four (4) hour free parking before their scheduled departure.

(b) The Terminal Fee for Metro Manila buses, public utility jeepneys,

AUVs/FXs/megataxis, taxis is inclusive of one (1) hour free parking in the

staging/idle parking area. For avoidance of doubt, those Metro Manila

buses, public utility jeepneys, AUVs/FXs/megataxis, taxis which are exiting

the ITS Terminal shall be eligible for one (1) hour free parking before their

exit from the ITS Terminal.

(c) Notwithstanding paragraph (a) and (b) above, the Concessionaire may

determine and collect the staging/idle parking charges for all the PUVs

(including provincial buses, Metro Manila buses, public utility jeepneys,

AUVs/FXs/megataxis, taxis, etc) and parking charges for the private

vehicles.

2. Periodic Adjustment to the Terminal Fee shall be made available by the

Grantor to Concessionaire prior to issuance of Provisional Acceptance

Certificate or Final Acceptance Certificate, as the case may be.

2.1 Terminal Fee Rounding Convention shall be determined prior to issuance

of Provisional Acceptance Certificate or Final Acceptance Certificate, as the

case may be.

122

3. List of free services at the ITS Terminal

The Concessionaire shall not be allowed to charge / cause to be charged any

rental/fees for the provision of following services at the ITS Terminal:

• Drinking water taps

• Rest rooms / Toilets

• Baggage trolley

• Information kiosks/enquiry counters

• Complaint desks

• Wheel chairs for Senior citizens and PWDs

• Baby care room / Nursing Rooms / Breast Feeding Stations

• Prayer Room

• Wi-Fi

• Traveler's Workstations - Working areas with laptop charging points

• Seating spaces in the passenger waiting areas

• Driver retiring room/dormitory

123

SCHEDULE 8: FINANCIAL CONSEQUENCES OF TERMINATION

A. Termination Payment for Grantor Event of Default

A.1 Termination Payment for Grantor Event of Default prior to the

Construction Start Date

A.1.1 If termination is due to the Grantor’s failure to fulfill the Conditions Precedent to

the Construction Start Date and the same is not due to Force Majeure:

A.2 Termination Payment for Grantor Event of Default after the Construction

Start Date

A.2.1 If termination occurs prior to issuance of Final Acceptance Certificate:

A.2.2 If termination occurs on or after issuance of Final Acceptance Certificate:

B. Termination Payment for Concessionaire Event of Default

B.1 Termination Payment for Concessionaire Event of Default prior to the


B.1.1 If termination is due to the Concessionaire’s failure to fulfill the Conditions

Precedent to the Construction Start Date and the same is not due to Force

Majeure:

TPtd = 0

B.2 Termination Payment for Concessionaire Event of Default after the


B.2.1 If termination occurs prior to issuance of Final Acceptance Certificate:

TPtd = (WIPtd x Levtd) + BPtd + (CBBVtd x Levtd ) – Ltd – TGov

124

B.2.2 If termination occurs on or after issuance of Final Acceptance Certificate:

TPtd = (Concessionaire Capextd x Levtd) + BPtd + (CBBVtd x Levtd ) – CBFMV2ytd – Ltd –

TGov

C. Termination Payment for Force Majeure Event

C.1 Termination Payment for Force Majeure Event prior to the Construction

Start Date

C.1.1 If termination is due to the failure to achieve the Construction Start Date on or

before the Required Construction Start Date (or as extended pursuant to this

Concession Agreement) and is attributable to the failure of both Parties to satisfy

the applicable conditions precedent or to Force Majeure delaying the fulfillment

of the applicable conditions precedent:

C.2 Termination Payment for Force Majeure Event after the Construction Start

Date

C.2.1 If termination occurs prior to issuance of Final Acceptance Certificate:

TPtd = (0.5 x DCt) + WIPtd + CBBVtd + (TCon ÷ 2) + BPtd – Ltd - (RW ÷ 2)

Provided that, if the Parties (or the Expert) have not concluded in accordance

with Section 24.5 of this Concession Agreement that restoration would be

economic, and if RW is greater than forty million Philippine Pesos

(PhP40,000,000), then RW shall be deemed to be forty million Philippine Pesos

(PhP40,000,000).

And provided further that if restoration is not required, then RW shall be zero

C.2.2 If termination occurs on or after issuance of Final Acceptance:

TPtd = Concessionaire Capextd + CBBVtd + (TCon ÷ 2) + BPtd – Ltd – CBFMV2ytd - (RW ÷ 2)

Provided that, if the Parties (or the Expert) have not concluded in accordance

with Section 24.5 of this Concession Agreement that restoration would be

economic, and if RW is greater than forty million Philippine Pesos

(PhP40,000,000), then RW shall be deemed to be forty million Philippine Pesos

(PhP40,000,000).

125

And provided further that if restoration is not required, then RW shall be zero.

D. Definitions and Notations

Notation Definition

TPtd Termination Payment calculated as at time td.

td Termination Date.

d

Total number of discrete six-month intervals in the period from the

Signing Date until time td; provided that if the last interval is shorter than

six months, it shall be considered a six-month interval.

t

Index denoting a specific six-month interval (where t = 1 for the 1st six-

month interval and t = d for the last six-month interval, which may be

shorter than six months).

DCt

Documented development costs incurred by the Concessionaire or by its

Initial Shareholders, during interval t, which are not included as part of

CBtd or WIPt for any interval t. For the avoidance of doubt, development

costs include:

bid preparation expenses, including such expenses incurred prior

to Signing Date which for the purposes of this Schedule 8 shall be

deemed as incurred on Signing Date

actual expenses incurred by the Concessionaire after the Signing Date but before the Construction Start Date to fulfil any obligations under the Concession Agreement subject to there being no double counting of costs payable.

Payments by the Concessionaire in respect of fees of the Independent Consultant until the Construction Start Date.

Provided that may not exceed thirty million Philippine Pesos

(PhP30,000,000) for the purposes of this Schedule 8.

DCtd

The cumulative amount as at time td, of the DCt (for each interval t from

t=1 to t=d) incurred net of accumulated amortization, provided, the

amortisation of each DCt for the purposes of this Schedule 8, shall be

done on a straight-line basis over the period from the incurrence of such

DCt up to the expiry of the Concession Period. For the avoidance of doubt,

(1) accumulated amortization is equal to the total amount of

accumulated amortization of all DCt, and (2) bid preparation expenses

shall be deemed to be incurred at Signing Date.

WIPt The incremental cost incurred, during interval t, of works in progress

126

Notation Definition

and other capital works carried out and paid for by the Concessionaire

(except for costs attributable to the Commercial Business), as certified

by the Independent Consultant, including:

Any capitalized interest and financing costs ; costs of any approved variation of terms proposed by the Grantor

which have already been executed, as at time td, excluding the any cost which have been compensated for by the Grantor; and

the FM Restitution Amount excluding any amount for which the Concessionaire has been compensated for by the Grantor in accordance with the Concession Agreement.

Provided that if

then for t = 1, 2, …, d:

WIPt shall be deemed to equal

where:

WIP Captd is two billion Philippine Pesos (PhP2,000,000,000)

Other Approved Capextd is the total amount, as at time td, of costs

excluded from the cost cap for the Works, defined as follows:

Other Approved Capextd= NGCtd + NFRtd

Where:

NGCtd stands for non-compensated variation of terms proposed by the

Grantor, which is the total amount, as at time td, of costs of any

approved variation of terms proposed by the Grantor which

have already been executed, excluding the any cost which have

been compensated for by the Grantor;

NFRtd stands for non-compensated FM Restitution Amount, which is

the FM Restitution Amount excluding any amount for which the

Concessionaire has been for by the Grantor in accordance with

the Concession Agreement.

WIPtd is the cumulative cost of all WIPt, as at time td.

127

Notation Definition

PIRR6mon The project internal rate of return for each interval t, equal to five

percent (5%).

BPtd

The total amount of Balancing Payments and other amounts payable but

unpaid by the Grantor to the Concessionaire as at time td. Provided, no

amounts shall be paid twice.

Ltd

Liquidated damages and other amounts payable by the Concessionaire to

the Grantor in accordance with the Concession Agreement, calculated as

at time td, including all unremitted and uncollected terminal fees that

should have been paid to the Grantor and the corresponding interest

thereon.

TCon

Any and all reasonable breakage costs assessed, incurred or sustained by

or against the Concessionaire resulting from the suspension, breach

and/or termination of this Concession Agreement including costs

pertaining to Independent Consultant or Expert. Provided, none of the

above costs or expenses shall be paid twice.

Provided that, if TCon is greater than forty million Philippine Pesos

(PhP40,000,000), then TCon shall be deemed to be forty million

Philippine Pesos (PhP40,000,000)

Dtd - CAtd

(i) Dtd is the aggregate of all outstanding amounts, as at time td, of all Debt of the Concessionaire except for debt used to finance Commercial Business and the Annual Concession Payments, and

(ii) CAtd is the aggregate amount held by the Concessionaire, as at time td, of the following items, except for such amounts purely attributable to the Commercial Business:

(a) cash-on-hand;

(b) credit balances of any deposit, money market, reserve or

securities accounts maintained with any bank or financial

institution;

(c) accounts receivable less accounts payable; and

(d) other forms of current assets, including any unpaid insurance

proceeds due as at time td.

Provided, that if

(Dtd – CAtd) > 70% x (Concessionaire Capextd + DCtd)

128

Notation Definition

then

(Dtd – CAtd) = 70% x (Concessionaire Capextd + DCtd)

Where :

Concessionaire Capextd is the total cost incurred, net of

accumulated amortisation or depreciation, as of time td, of capital

works approved by the Grantor and carried out and paid for by the

Concessionaire (except for costs attributable to the Commercial

Business), as may be certified by the Independent Consultant, including

costs of Other Approved Capextd

For avoidance of doubt, costs of Works shall include any interest and

financing costs incurred and capitalized prior to the issuance of Final

Acceptance Certificate.

Provided, the amortisation or depreciation, for the purposes of this

Schedule 8, shall be done on a straight-line basis over the period from

the date of issuance of Final Acceptance Certificate or Provisional

Acceptance Certificate for the relevant works up to the earlier of the end

of the Works’ economic life or the expiry of the Concession Period.

Provided further, that if

Concessionaire Capextd (before depreciation) > Initial Capex (before

depreciation) + Other Approved Capextd (before depreciation)

then:

Concessionaire Capextd = Initial Capex + Other Approved Capextd

where:

Initial Capex is two billion Philippine Pesos (PhP2,000,000,000)

Other Approved Capextd as defined above

DCtd as defined above

CBBVtd

The book value of the Commercial Assets, net of accumulated

amortisation or depreciation as determined by Expert. Provided that

only existing Commercial Assets which are operational at the time of

termination shall be considered for the purpose of determination of

CBBVtd

Provided that, in case of a termination under section B.2.2 and C.2.2

above, if CBBVtd > Concessionaire Capextd, then CBBVtd shall be deemed to

equal Concessionaire Capextd.

129

Notation Definition

Provided that, in case of a termination under section A.2.1., B.2.1, and

C.2.1 above, if CBBVtd > WIPtd, then CBBVtd shall be deemed to equal

WIPtd.

CBFMVtd

The fair market value of the operating cashflows from Commercial

Revenue pertaining to Commercial Assets as determined by Expert

based on historical performance.

Provided that:

1. Operating cashflows from only those Commercial Assets which are

operational at the time of termination shall be considered for the

purpose of determination of CBFMVtd

2. The fair market value, of the operating cashflows from Commercial

Revenue shall be considered from the date of termination up to the

end of the Concession period.

CBFMV2ytd

The fair market value of the operating cashflows from Commercial

Revenue pertaining to Commercial Assets as determined by Expert and

as calculated from the Termination Date up to the 2nd anniversary of the

Termination Date.

Provided that operating cashflows from only those Commercial Assets

which are operational at the time of termination shall be considered for

the purpose of determination of CBFMV2ytd

Levtd

The lesser of:

(i) The Net Leverage Ratio = (Dtd – CAtd) ÷ (Dtd –CAtd + Etd); and

(ii) 70%.

where:

Dtd is as defined above.

CAtd is as defined above.

Etd is outstanding Equity determined as at time td.

Provided that:

the Net Leverage Ratio shall be deemed to equal 0 if:

Dtd – CAtd ≤ 0 ; and

where the Concessionaire has borrowed moneys to finance the Concessionaire Portion of the FM Restitution Amount as contemplated in Section 24.5, the amount of such additional debt shall not be included in Dtd for the purpose of calculating

130

Notation Definition

the Net Leverage Ratio.

RW

RW is the total cost of rectification works to bring the Project Assets,

excluding Commercial Assets to their condition prior to the occurrence

of the relevant Force Majeure Event in accordance with the MPSS and

otherwise in accordance with the Concession Agreement.

Et

Incremental amount of paid-in Equity pertaining to the development of

the ITS Terminal except for costs attributable to the Commercial

Business and the Annual Concession Payments (excluding retained

earnings of the Concessionaire), infused during interval t.

Provided that if

then Et shall be deemed equal to:

Dist Distributions paid by the Concessionaire during interval t.

EIRRt6mon

EIRRt6mon is the semi-annual return on equity defined as:

EIRRt6mon = - 1

where:

EIRRyt = 12%

TGov

Any and all reasonable breakage costs assessed, incurred or sustained

by or against the Grantor resulting from the suspension, breach and/or

termination of this Concession Agreement including costs pertaining to

Independent Consultant or Expert. Provided, none of the above costs or

expenses shall be paid twice.

131

SCHEDULE 9: APPROVED SUBCONTRACTORS

Sr. No. Name of Subcontractor

1. Megawide Construction Corporation

2. WM Property Management, Inc.

132

SCHEDULE 10: HANDBACK REQUIREMENTS

1. Introduction

1.1. This Annex provides the requirements to be complied with by the

Concessionaire at Transfer Date or Termination Date, as the case may be.

2. Handback Requirements

2.1. Condition of the Project Assets: On the Transfer Date or Termination Date, as the

case may be, Project Assets shall be in a condition which is:

(i) consistent with their design and construction in accordance with the

provisions of Section 10 (Design and Construction of the Works) of the


(ii) necessary or expedient for the continued efficient and economical

Operation and Maintenance in accordance with the provisions of Section 15

(Operation, Maintenance and Services) of the Concession Agreement, on the

basis that the Project Assets will continue to be operated until their

remaining useful economic life in accordance with the Prudent Industry

Practices.

2.2. All Relevant Consents are current and remain in force without restrictions or

amendments and will remain so for a period of six (6) months following the

Transfer Date;

2.3. Documentation: Six (6) months prior to the Transfer Date, the Concessionaire

should produce a written record of the following matters:

a. Employees

(i) a full list of all employees of the Concessionaire engaged in the

Operation and Maintenance of the ITS Terminal, containing details of

claims from any such employees; and

b. Consents and Plans

(i) an up-to-date plan of the Project showing all buildings or other

structures located thereon and the routes of all roads, service access

and Utility Systems, together with any material third party rights-of-

way or easements;

(ii) copies of all consents, licenses, approvals and agreements given or

received in relation to the Project;

133

c. Contracts

(i) a full list of all contracts entered into by the Concessionaire pertaining

to the Project, which the Grantor have agreed shall be permitted to

continue beyond the Transfer Date, shall be provided together with a

note of any claims under such contracts. The Concessionaire shall

provide evidence that all other contracts have been duly terminated

and that no liability is attached with respect to such contracts.

d. Equipment and IT Systems:

(i) a list of various equipment and IT systems used for the Operation and

Maintenance of the Project Assets including Commercial Assets,

together with their description and master passwords where

applicable.;

e. Insurance:

(i) list of all insurance policies undertaken by the Concessionaire

pertaining to the Project;

(ii) details of all claims paid and/or outstanding with a note of any

applicable deductibles.

(Paragraph 2.1, 2.2 and 2.3 together referred to as the "Handback

Requirements").

f. Following the Handback Survey, any deficiencies from the Handback

Requirements will be listed by the Handback Engineer as Handback

Rectification Works. For any deficiency due to normal wear and tear in

normal course of the usage of the Project Assets, the Concessionaire shall

not be obliged to rectify such deficiency.

134

SCHEDULE 11: CONCESSIONAIRE PERFORMANCE SECURITY

Part 1: Form of Construction Performance Security

To: Department of Transportation and Communications

[Address to be inserted]

(the "Beneficiary")

[Date]

Irrevocable Standby Letter of Credit No. [__]

At the request of the [Concessionaire] (the "Applicant"), we, [name of the bank]

(address of bank), a corporation organized and existing under the laws of the Republic

of the Philippines (the "Issuing Bank") issue this irrevocable, unconditional, standby

letter of credit ("Letter of Credit") in your favour for [insert value] ("Face Value")

effective from [insert date] on the following terms and conditions:

1. DEFINITIONS

Except as provided below, or to the extent that the context requires otherwise,

words and expressions defined in the Agreement shall have the same meaning in

this Letter of Credit:

"Agreement" the Concession Agreement dated [__] entered into between the

Government of the Republic of the Philippines, acting through its Department of

Transportation and Communications and the Applicant.

"Business Day" means a day (other than Saturday and Sunday) when banks are

open for business in Makati City, Philippines.

"Demand" means a demand for a payment under this Letter of Credit in the

form of the Schedule to this Letter of Credit under Clause 6.

"Expiry Date" means the date falling [__] days/months from the date of issue of

this Letter of Credit.

2. ISSUING BANK'S AGREEMENT

(a) The Beneficiary may request drawing or drawings under this Letter of

Credit by submitting to the Issuing Bank a duly completed Demand. All

Demands must be received by the Issuing Bank, as stated in Clause 6,

before close of banking hours on or before the Expiry Date.

135

(b) Subject to the terms of this Letter of Credit, the Beneficiary may request

partial and/or multiple drawings under this Letter of Credit by

submitting a Demand in relation to each such drawing.

(c) Subject to the terms of this Letter of Credit, the Issuing Bank

unconditionally and irrevocably undertakes to the Beneficiary (or such

other payee or payees as the Beneficiary specifies in the Demand) that it

will pay to the Beneficiary (or such other payee or payees) the amount

demanded in that Demand upon the due presentation by the Beneficiary

of the Demand to the Issuing Bank.

(d) We hereby agree to honour each Demand hereunder made in compliance

with this Letter of Credit notwithstanding any objection that the

Applicant might raise against the Beneficiary's entitlement to payment,

by transferring in immediately available funds to the designated account

the amount specified in a demand for payment at the opening of business

on the first or second Business Day following the date of the Demand.

(e) The Letter of Credit shall not be discharged by any change in the Issuing

Bank's constitution, constitution of Beneficiary or that of the Applicant or

change in applicable laws.

(f) All charges, payments, commission and other costs associated with the

opening, amendment and renewal or any other act related to this Letter

of Credit shall be paid by the Applicant. Failure of the Applicant to make

such payments shall not affect our obligation under this Letter of Credit

and the Beneficiary shall be paid the money due to it under this Letter of

Credit without any deduction.

3. RENEWAL AND EXPIRY

(a) This Letter of Credit shall be renewable at the option of the Issuing Bank

and the Issuing Bank shall exercise such option upon receipt of a written

request from the Applicant seeking such renewal.

(b) The Issuing Bank will be released from its obligations under this Letter of

Credit at the close of the banking hour on the Expiry Date.

(c) On the Expiry Date, the obligations of the Issuing Bank under this Letter

of Credit will cease with no further liability on the part of the Issuing

Bank except for any Demand validly presented under the Letter of Credit

that remains unpaid. For the avoidance of doubt, in the event that a

Demand has been made on the Issuing Bank prior to the Expiry Date, the

Issuing Bank's obligation to pay hereunder shall be deemed accrued

notwithstanding that the due date for payment may fall after the Expiry

Date.

136

(d) When the Issuing Bank is no longer under any further obligations under

this Letter of Credit, the Beneficiary must return the original of this Letter

of Credit to the Issuing Bank forthwith.

4. PAYMENTS

All payments under this Letter of Credit shall be made in Philippine Peso and for

value on the due date to the account of the Beneficiary specified in the Demand.

5. DELIVERY OF DEMAND

(a) All Demands under this Letter of Credit shall be presented in full

compliance with the terms and conditions hereof by hand delivery at the

[place] office of the Issuing Bank (or such other address of the Issuing

Bank as the Issuing Bank may from time to time notify the Beneficiary for

this purpose). Any Demand presented after 11.00 am shall be deemed

received on the next working day (other than a Saturday or Sunday).

(b) If a Demand hereunder does not, in any instance, conform to the terms

and conditions of this Letter of Credit, we shall give prompt notice (but

within the first Business Day succeeding the date of such demand) to the

Beneficiary that the Demand was not effected in accordance with the

terms and conditions of this Letter of Credit, stating the reasons therefore

and that we will upon your instructions hold the documents at your

disposal or return the same to you. Upon being notified that a Demand

was not effected in conformity with this Letter of Credit, the Beneficiary

may attempt to correct any such non-conforming Demand and re-submit

such Demand in accordance with the terms and conditions hereof.

[Alternate mechanism(s) for presentation of Demands to be agreed on a case

by case basis with Issuing Bank and Beneficiary and this Clause will be

amended accordingly.]

6. AMENDMENT

(a) Any amendment or cancellation of this Letter of Credit shall be operative

only with the prior written consent of the Beneficiary.

(b) This Letter of Credit sets forth our undertaking and our agreement with

the Beneficiary and such undertaking and such agreement may not in any

way be modified, amended, amplified, or limited by reference to any other

document, instrument, or agreement referred to herein or their

amendments.

7. GOVERNING LAW

This Letter of Credit is issued subject to the International Standby Practices

137

1998 (ISP98), the provisions of which are incorporated into this Letter of Credit,

except to the extent superseded by the express terms and conditions of this

Letter of Credit. To the extent that the provisions of this Letter of Credit are not

governed by ISP98, this Letter of Credit shall be governed by the laws of the

Republic of the Philippines.

8. TRANSFERABLE CREDIT

(a) This Letter of Credit is a transferable credit.

(b) This Letter of Credit is transferable any number of times to such person

as may be specified in a transfer request provided that (i) this Letter of

Credit may only be transferred for the full amount of this Letter of Credit

and not in part; and (ii) transfer may only be made to a person or entity

who has been appointed as a successor of the Beneficiary.

(c) Transfer of the letter of Credit to successor shall be effective only by the

presentation to the Issuing Bank of this Letter of Credit accompanied by a

transfer request.

(d) The Issuing Bank shall be obliged to effect the requested transfer unless

the Issuing Bank, within ten (10) Business Days of receipt of the transfer

request objected to the proposed transfer certifying that such transfer

would or could reasonably be expected to result in it being in breach of a

law or regulation applicable to it.

(e) If the Issuing Bank objects pursuant to the above clause, it shall promptly

notify the Beneficiary and it shall not effect the requested transfer.

(f) If the Issuing Bank is obliged in accordance with Clause 8(d) above to

effect the requested transfer it shall forthwith effect the same to the

designated successor of the Beneficiary by endorsing the transfer on the

reverse of this Letter of Credit and the transfer shall be effective only on

return of this Letter of Credit to the new Beneficiary.

(g) Neither the Beneficiary nor the successor of the Beneficiary shall be liable

to the Issuing Bank for any charges (including commissions, payments,

costs and expenses) of the Issuing Bank payable in connection with the

transfer. Such charges shall be for the account of the Applicant. The

Issuing Bank shall be obliged to effect the transfer regardless of whether

or not those charges have been paid by the Applicant.

(h) No previous Beneficiary shall retain or have the right to make any

Demand. All such rights shall be vested solely in the new Beneficiary.

138

Yours faithfully,

[Issuing Bank]

By:

# Each of the irrevocable standby letter of credit shall be issued by an universal bank or

a commercial bank which is licensed by the Bangko Sentral ng Pilipinas and which is

acceptable to the Grantor.

139

SCHEDULE [__]

FORM OF DEMAND FOR SIGHT PAYMENT

To: [Issuing Bank]

[Date]

Dear Sirs,

Standby Letter of Credit no. [__] (the "Letter of Credit") issued in favour of [__]

pursuant to the terms of the Concession Agreement dated [__] between the Applicant

and the Beneficiary.

We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same

meaning when used in this Demand.

1. We certify that [a sum of [__] is due and payable to the Beneficiary by the

Applicant in accordance with the terms of the Agreement. We therefore demand

payment of the sum of [__]]. [The Applicant has failed to perform its obligations

under the Agreement. We therefore demand payment of the sum of [amount of

security].]

2. Payment should be made to the following account:

Beneficiary:

Account number:

Bank details: Name and address of the Bank, SWIFT number

4. This Demand is being made in accordance with the terms of the Letter of Credit

and the Agreement.

Yours faithfully,

(Authorised Signatory)

For

[Beneficiary]

140

Part 2: Form of Operation Performance Security

To: Department of Transportation and Communications

[Address to be inserted]

(the "Beneficiary")

[Date]

Irrevocable Standby Letter of Credit No. [__]

At the request of the [Concessionaire] (the "Applicant"), we, [name of the bank]

(address of bank), a corporation organized and existing under the laws of the Republic

of the Philippines (the "Issuing Bank") issue this irrevocable, unconditional, standby

letter of credit ("Letter of Credit") in your favour for [insert value] ("Face Value") and

for the account of [insert name of Concessionaire] effective from [insert date] on the

following terms and conditions:

1. DEFINITIONS

Except as provided below, or to the extent that the context requires otherwise,

words and expressions defined in the Agreement shall have the same meaning in

this Letter of Credit:

"Agreement" the Concession Agreement dated [__] entered into between the

Government of the Republic of the Philippines, acting through its Department of

Transportation and Communications and the Applicant.

"Business Day" means a day (other than Saturday and Sunday) when banks are

open for business in Makati City, Philippines.

"Demand" means a demand for a payment under this Letter of Credit in the

form of the Schedule to this Letter of Credit under Clause 6.

"Expiry Date" means the date falling [__] days/months from the date of issue of

this Letter of Credit.

2. ISSUING BANK'S AGREEMENT

(a) The Beneficiary may request drawing or drawings under this Letter of

Credit by submitting to the Issuing Bank a duly completed Demand. All

Demands must be received by the Issuing Bank, as stated in Clause 6,

before close of banking hours on or before the Expiry Date.

(b) Subject to the terms of this Letter of Credit, the Beneficiary may request

partial and/or multiple drawings under this Letter of Credit by

submitting a Demand in relation to each such drawing.

141

(c) Subject to the terms of this Letter of Credit, the Issuing Bank

unconditionally and irrevocably undertakes to the Beneficiary (or such

other payee or payees as the Beneficiary specifies in the Demand) that it

will pay to the Beneficiary (or such other payee or payees) the amount

demanded in that Demand upon the due presentation by the Beneficiary

of the Demand to the Issuing Bank.

(d) We hereby agree to honour each Demand hereunder made in compliance

with this Letter of Credit notwithstanding any objection that the

Applicant might raise against the Beneficiary's entitlement to payment,

by transferring in immediately available funds to the designated account

the amount specified in a demand for payment at the opening of business

on the first or second Business Day following the date of the Demand.

(e) The Letter of Credit shall not be discharged by any change in the Issuing

Bank's constitution, constitution of Beneficiary or that of the Applicant or

change in applicable laws.

(f) All charges, payments, commission and other costs associated with the

opening, amendment and renewal or any other act related to this Letter

of Credit shall be paid by the Applicant. Failure of the Applicant to make

such payments shall not affect our obligation under this Letter of Credit

and the Beneficiary shall be paid the money due to it under this Letter of

Credit without any deduction.

3. INCREASE, RENEWAL AND EXPIRY

(a) This Letter of Credit shall be renewable and/or the value of this Letter of

Credit shall be increased at the option of the Issuing Bank and the Issuing

Bank shall exercise such option upon receipt of a written request from

the Applicant seeking such renewal and/or increase of the value of this

Letter of Credit.

(b) The Issuing Bank will be released from its obligations under this Letter of

Credit at the close of the banking hour on the Expiry Date.

(c) On the Expiry Date, the obligations of the Issuing Bank under this Letter

of Credit will cease with no further liability on the part of the Issuing

Bank except for any Demand validly presented under the Letter of Credit

that remains unpaid. For the avoidance of doubt, in the event that a

Demand has been made on the Issuing Bank prior to the Expiry Date, the

Issuing Bank's obligation to pay hereunder shall be deemed accrued

notwithstanding that the due date for payment may fall after the Expiry

Date.

(d) When the Issuing Bank is no longer under any further obligations under

142

this Letter of Credit, the Beneficiary must return the original of this Letter

of Credit to the Issuing Bank forthwith.

4. INCREASE AND DECREASE OF VALUE OF LETTER OF CREDIT

(a) Subject to the terms of this Letter of Credit, the Beneficiary may before

the Expiry Date request the Issuing Bank to increase or decrease the

value of the Letter of Credit up to [insert value] and the Issuing Bank shall,

upon the request of the Beneficiary, revise the value of the Letter of

Credit.

(b) The Issuing Bank, to effect the requested increase or decrease in the value

of the Letter of Credit, shall forthwith effect the same by either endorsing

the Letter of Credit or by issuance of new Letter of Credit reflecting the

new value of the Letter of Credit.

(c) The Beneficiary shall not be liable to the Issuing Bank for any charges

(including commissions, payments, costs and expenses) of the Issuing

Bank payable in connection with the increase or decrease of the value of

the Letter of Credit. Such charges shall be for the account of the Applicant.

The Issuing Bank shall be obliged to effect the increase or decrease of the

value of the Letter of Credit regardless of whether or not those charges

have been paid by the Applicant.

5. PAYMENTS

All payments under this Letter of Credit shall be made in Philippine Peso and for

value on the due date to the account of the Beneficiary specified in the Demand.

6. DELIVERY OF DEMAND

(a) All Demands under this Letter of Credit shall be presented in full

compliance with the terms and conditions hereof by hand delivery at the

[place] office of the Issuing Bank (or such other address of the Issuing

Bank as the Issuing Bank may from time to time notify the Beneficiary for

this purpose). Any Demand presented after 11.00 am shall be deemed

received on the next working day (other than a Saturday or Sunday).

(b) If a Demand hereunder does not, in any instance, conform to the terms

and conditions of this Letter of Credit, we shall give prompt notice (but

within the first Business Day following the date of such demand) to the

Beneficiary that the Demand was not effected in accordance with the

terms and conditions of this Letter of Credit, stating the reasons therefore

and that we will, upon your instructions, hold the documents at your

disposal or return the same to you. Upon being notified that a Demand

was not effected in conformity with this Letter of Credit, the Beneficiary

may attempt to correct any such non-conforming Demand and re-submit

143

such Demand in accordance with the terms and conditions hereof.

[Alternate mechanism(s) for presentation of Demands to be agreed on a case

by case basis with Issuing Bank and Beneficiary and this Clause will be

amended accordingly.]

7. AMENDMENT

(a) Any amendment or cancellation of this Letter of Credit shall be operative

only with the prior written consent of the Beneficiary.

(b) This Letter of Credit sets forth our undertaking and our agreement with

the Beneficiary and such undertaking and such agreement may not in any

way be modified, amended, amplified, or limited by reference to any other

document, instrument, or agreement referred to herein or their

amendments.

8. GOVERNING LAW

This Letter of Credit is issued subject to the International Standby Practices

1998 (ISP98), the provisions of which are incorporated into this Letter of Credit,

except to the extent superseded by the express terms and conditions of this

Letter of Credit. To the extent that the provisions of this Letter of Credit are not

governed by ISP98, this Letter of Credit shall be governed by the laws of the

Republic of the Philippines.

9. TRANSFERABLE CREDIT

(a) This Letter of Credit is a transferable credit.

(b) This Letter of Credit is transferable any number of times to such person

as may be specified in a transfer request provided that (i) this Letter of

Credit may only be transferred for the full amount of this Letter of Credit

and not in part; and (ii) transfer may only be made to a person or entity

who has been appointed as a successor of the Beneficiary.

(c) Transfer of the letter of Credit to successor shall be effective only by the

presentation to the Issuing Bank of this Letter of Credit accompanied by a

transfer request.

(d) The Issuing Bank shall be obliged to effect the requested transfer unless

the Issuing Bank, within ten (10) Business Days of receipt of the transfer

request objected to the proposed transfer certifying that such transfer

would or could reasonably be expected to result in it being in breach of a

law or regulation applicable to it.

(e) If the Issuing Bank objects pursuant to the above clause, it shall promptly

144

notify the Beneficiary and it shall not effect the requested transfer.

(f) If the Issuing Bank is obliged in accordance with Clause 9(d) above to

effect the requested transfer it shall forthwith effect the same to the

designated successor of the Beneficiary by endorsing the transfer on the

reverse of this Letter of Credit and the transfer shall be effective only on

return of this Letter of Credit to the new Beneficiary.

(g) Neither the Beneficiary nor the successor of the Beneficiary shall be liable

to the Issuing Bank for any charges (including commissions, payments,

costs and expenses) of the Issuing Bank payable in connection with the

transfer. Such charges shall be for the account of the Applicant. The

Issuing Bank shall be obliged to effect the transfer regardless of whether

or not those charges have been paid by the Applicant.

(h) No previous Beneficiary shall retain or have the right to make any

Demand. All such rights shall be vested solely in the new Beneficiary.

Yours faithfully,

[Issuing Bank]

By:

# Each of the irrevocable standby letter of credit shall be issued by an universal bank or

a commercial bank which is licensed by the Bangko Sentral ng Pilipinas and which is

acceptable to the Grantor.

145

SCHEDULE [__]

FORM OF DEMAND FOR SIGHT PAYMENT

To: [Issuing Bank]

[Date]

Dear Sirs,

Standby Letter of Credit no. [__] (the "Letter of Credit") issued in favour of [__]

pursuant to the terms of the Concession Agreement dated [__] between the Applicant

and the Beneficiary.

We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same

meaning when used in this Demand.

1. We certify that [a sum of [__] is due and payable to the Beneficiary by the

Applicant in accordance with the terms of the Agreement. We therefore demand

payment of the sum of [__]]. [The Applicant has failed to perform its obligations

under the Agreement. We therefore demand payment of the sum of [amount of

security].]

2. Payment should be made to the following account:

Beneficiary:

Account number:

Bank details: Name and address of the Bank, SWIFT number

4. This Demand is being made in accordance with the terms of the Letter of Credit

and the Agreement.

Yours faithfully,

(Authorised Signatory)

For

[Beneficiary]

146

SCHEDULE 12: ENVIRONMENTAL MATTERS

Part 1: EHS Guidelines

(Enclosed)

147

SCHEDULE 13: BASELINE TERMINAL PLANS

Year Date Major and Preventive Maintenance

Costs (PHP)

CONSTRUCTION PERIOD

1 0

2 0

OPERATIONS PERIOD

3 end of 4th Quarter 2,000,000*

4 end of 4th Quarter 2,080,000























* With an escalation rate of 4% per year.

148

Year Date Major and Preventive Maintenance

Costs (PHP)










149

SCHEDULE 14: OPERATING FRANCHISE PARTICULARS

Part 1: Form of Operating Franchise

Republic of the Philippines

Department of Transportation and Communications

[Date]

[Name of Applicant]

[Address of Applicant]

Attention: [Name of Authorized Representative of Applicant]

Gentlemen:

Re: Operating Franchise for Operation and Maintenance of [ITS Terminal]

This has reference to the application of [name of applicant] for an Operating Franchise for

the operation and maintenance of the [ITS Terminal], which was received by the Grantor

on [date the application was received]. This application was made pursuant to the terms

and conditions of the Concession Agreement executed among the Grantor and [name of

Concessionaire] on [Signing Date]. For the avoidance of doubt, all capitalized terms used

here shall have the meanings assigned to them in Section 1.1 of the Concession

Agreement.

The Grantor finds that the application of [name of applicant] and the accompanying

supporting documents submitted comply with all of the terms, requirements and

procedures provided in Section 15.2 (Facility Operator) and Part 2 of Schedule 14 of the

Concession Agreement. As such, the request of [name of applicant] for the issuance of an

Operating Franchise for the operation and maintenance of the [ITS Terminal] is hereby

granted.

Beginning on [(date when applicant may commence operations of ITS Terminal)], [name

of applicant] may operate and maintain the ITS Terminal and charge, collect and retain

fares paid by users of the ITS Terminal in accordance with the requirements of the

Concession Agreement, the Operation and Maintenance Requirements, Relevant Rules

and Procedures and Prudent Industry Practice.

Please be guided accordingly.

__________________________________________

JOSEPH EMILIO AGUINALDO ABAYA

DOTC SECRETARY

150

Part 2: Operating Franchise Particulars

1. Requirements for Operating Franchise

1.1 Basic Requirements

Any applicant for an Operating Franchise must submit the following:

o Proof of applicant’s incorporation with the Philippine Securities and

Exchange Commission;

o Proof that sixty percent (60%) of the applicant’s voting shares of stock are

owned by citizens of the Philippines;

o Proof that the participation of foreigners in the governing body of the

applicant is limited to their proportionate share in its capital;

o Proof that all of the executive and managing officers of the applicant are

citizens of the Republic of the Philippines;

o If the applicant is not the Concessionaire, a copy of the O&M Agreement

duly authorized and validly executed by the Concessionaire and the

applicant, pursuant to Section 15.2.d(2) of the Concession Agreement; and

o Proof that the applicant has complied with all Relevant Rules and

Procedures relating to public utilities and the specific services which it

intends to perform.

1.2 Additional Requirements if Application is filed During Lock-Up Period

o Copy of the Technical Services Agreement duly authorized and validly

executed by the O&M Sponsor, the Concessionaire and the Facility

Operator, pursuant to Sections 15.2.d(1) and 15.2.b of the Concession

Agreement, as may be applicable; and

o If the applicant is not the Concessionaire and O&M Sponsor is not a PTO,

proof that the O&M Sponsor owns at least thirty percent (30%) of the

voting shares of the applicant, pursuant to Section 6.4 of the Concession

Agreement.

o If the applicant is not the Concessionaire and O&M Sponsor is a PTO, proof

that the O&M Sponsor owns at least thirty percent (30%) but not more

than thirty three percent (33%) of the voting shares of the applicant,

pursuant to Section 6.4 and 6.5.b of the Concession Agreement.

151

2. Procedure

2.1 Grounds for Requiring an Operating Franchise

An application for an Operating Franchise must be submitted:

o For operation and maintenance of the ITS Terminal;

o Whenever there is a change in entity that the Concessionaire proposes to

operate and maintain the ITS Terminal.

2.2 Period for Filing Application for Operating Franchise

The application for the Operating Franchise for the ITS Terminal, together with

all of the applicable requirements described in Section 1 of Part 2 of this Schedule

14, must be filed with the Grantor no later than thirty (35) days prior to the

anticipated target date for achieving the Completion Date under the Concession

Agreement but in any event before the Required Completion Date.

If a different entity will operate and maintain the ITS Terminal from the entity

which has been granted the Operating Franchise for the ITS Terminal, then the

application for the Operating Franchise for the ITS Terminal, together with all of

the applicable requirements described in Section 1 of Part 2 of this Schedule 14,

must be filed with the Grantor no later than fifteen (15) calendar days after the

issuance by the Independent Consultant of the Provisional Acceptance Certificate

or Final Acceptance Certificate, as may be applicable in respect of the ITS

Terminal.

The application for an Operating Franchise upon a change in entity proposed to

operate and maintain the ITS Terminal must be filed no later than forty-five (45)

days prior to the date upon which the new entity is intended to take over

operation and maintenance.

2.3 Requirements for Application for Operating Franchise

The application for the Operating Franchise must be in writing, signed by the

authorized representative of the proposed Facility Operator, and duly notarized.

It must be accompanied by all the necessary documents required to meet the

applicable requirements described in Section 1 of Part 2 of this Schedule 14.

2.4 Decision on Application for Operating Franchise

Within thirty (30) days from the receipt by the Grantor of the application and all of the applicable documents as enumerated in Section 1 of Part 2 of this Schedule 14, the Grantor shall issue to the applicant an Operating Franchise, in the format

152

provided in Part 1 of this Schedule 14, authorizing it to operate and maintain the ITS Terminal, as may be applicable, and to charge, collect and retain the Terminal Fee Revenue in accordance with the terms and conditions of the Concession Agreement.

153

SCHEDULE 15: REQUIREMENTS FOR O&M AGREEMENT AND

TECHNICAL SERVICES AGREEMENT

Part 1: Requirements for O&M Agreement

The Operation and Maintenance Agreement ("OMA") between the Concessionaire and the Facility Operator must contain the following terms and conditions as a minimum:

1. Term: The term of the OMA should extend for the entire period that the Concessionaire engages a Facility Operator.

2. Scope: The OMA should demonstrate that all of the expertise and know-how of the Facility Operator (including that made available to the Facility Operator pursuant to the Technical Services Agreement ("TSA") and/or other relevant contracts) will be made available to the Concessionaire, and that, on expiry of the term of the OMA, that expertise and know-how will have been made available to the Concessionaire such that the latter can operate and maintain the ITS Terminal on its own. The services to be provided should be in connection with the following:

a. the commissioning and testing of the ITS Terminal; and

b. the operation and maintenance of the ITS Terminal.

3. Services: The services to be provided by the Facility Operator should include all of the operation and maintenance activities for the ITS Terminal.

4. Standards: The OMA should reflect or be consistent with the relevant technical provisions of the Concession Agreement, including Schedules 1 to 22. The Facility Operator must undertake to provide its services so as to assist and enable the Concessionaire to comply with its obligations under the Concession Agreement. The Facility Operator must further confirm that it is familiar with the Project Execution Plan which forms part of the Technical Proposal, that it considers this plan achievable and that it will perform its services under the OMA so as to enable the Concessionaire to comply therewith.

5. Personnel: Senior staff to be supplied on a permanent or long-term basis should, where possible, be identified by name in the OMA and the required qualifications and experience of the holder of each post should be set out.

6. Communications: The OMA must set out clear lines of communication between the Facility Operator and the Concessionaire.

154

7. Intellectual Property: All intellectual property either developed by the Parties under the OMA or made available to the Concessionaire thereunder must be made available on the basis of an irrevocable licence that is either jointly to the Grantor and the Concessionaire or, if only to the latter, on terms that it is fully assignable to the Grantor.

8. Remuneration: The payment to the Facility Operator should represent a reasonable payment for services and know-how and should not be a disguised dividend.

9. Assignment: The Facility Operator shall have no right to assign its rights and obligations under the OMA.

10. Force Majeure: There should be no right for the Facility Operator to suspend the performance of its services by reason of force majeure (however defined) save only for circumstances in which the Concessionaire is entitled to relief under the Concession Agreement (and in such a case the Facility Operator must be obliged to continue to provide services insofar as possible to enable the Concessionaire to mitigate or overcome the Force Majeure in question).

11. Termination: The OMA should not be terminable by the Facility Operator for any reason other than material breach of the terms of the OMA by the Concessionaire or the insolvency of the Concessionaire. Termination should not affect any intellectual property licensed to the Concessionaire. No termination should take effect until a replacement Facility Operator has been appointed and has obtained an Operating Franchise.

12. Rights of Grantor: The Grantor should be satisfied that on early termination of the Concession Agreement, the OMA will continue in force for enough time to allow the Concessionaire to carry out its obligations concerning ongoing operation and maintenance. Further, upon the exercise by the Grantor of its step-in rights under the Concession Agreement, the Facility Operator should remain obliged to provide services to the benefit of the Grantor subject to continuing payment of its payments.

155

Part 2: Requirements for Technical Services Agreement

The Technical Services Agreement ("TSA") between the O&M Sponsor (the "TS Provider"), the Concessionaire and the Facility Operator (if applicable) must contain the following terms and conditions as a minimum:

1. Term: The term of the TSA should extend for the entire duration of the Lock-Up Period.

2. Parties: The TS Provider must be the O&M Sponsor or an Affiliate of the O&M Sponsor benefitting from a guarantee from the O&M Sponsor in form and substance satisfactory to the Grantor (in their absolute discretion).

3. Scope: The TSA should demonstrate that all of the expertise and know-how of the TS Provider will be made available on a permanent basis to the Concessionaire/Facility Operator so that, upon the expiry of the term of the TSA, sufficient expertise and training have been provided to the Concessionaire/Facility Operator such that it can operate and maintain the ITS Terminal on its own in connection with the following:

a. the commissioning and testing of the ITS Terminal; and

b. the operation and maintenance of the ITS Terminal.

4. Services: The services provided by the TS Provider should at the minimum include the following:

a. the preparation of policies and procedures (including relevant manuals and documentation);

b. the provision of training;

c. the provision of senior staff (whether kept in the TS Provider's own organization or seconded to the Concessionaire/Facility Operator of which a minimum of four (4) senior staff must be based full time in [city]);

d. access to the corporate knowledge of the TS Provider (through telephone/email "hotlines," the provision for short term secondment of experts or any combination of these or of other methods);

e. the sharing of intellectual property developed by the TS Provider; and

f. the provision of special tools, software and diagnostic equipment when required.

5. Standards: The TSA should reflect or be consistent with the relevant technical provisions of the Concession Agreement, including Schedules 1 to 22. The TS Provider must undertake to provide its services so to assist and enable (a) the Concessionaire to comply with its obligations under the

156

Concession Agreement and (b) the Facility Operator to comply with its obligations under the O&M Agreement. The TS Provider must further confirm that it is familiar with the Project Execution Plan which forms part of the Technical Proposal, that it considers this plan achievable and that it will perform its services under the TSA so as to enable the Concessionaire/Facility Operator to comply therewith.

6. Personnel: Senior staff to be supplied on a permanent or long-term basis should, where possible, be identified by name in the TSA and the required qualifications and experience of the holder of each post should be set out.

7. Communications: The TSA must set out clear lines of communication between the TS Provider and the Concessionaire/Facility Operator.

8. Intellectual Property: All intellectual property either developed by the Parties under the TS Agreement or made available to the Concessionaire/Facility Operator thereunder must be made available on the basis of an irrevocable licence that is either jointly to the Grantor and the Concessionaire/Facility Operator or, if only to the latter, on terms that it is fully assignable to the Grantor.

9. Remuneration: Payments to the TS Provider should represent a reasonable payment for services and know-how and should not be a disguised dividend. Any rate structure must be compatible with the payment structure under the O&M Agreement.

10. Assignment: The TS Provider shall have no right to assign its rights and obligations under the TSA.

11. Force Majeure: There should be no right for the TS Provider to suspend the performance of its services by reason of force majeure (however defined), save only for circumstances in which the Concessionaire is entitled to relief under the Concession Agreement (and in such a case, the TS Provider must be obliged to continue to provide services insofar as possible to enable the Concessionaire to mitigate or overcome the force majeure in question).

12. Termination: The TSA should not be terminable by the TS Provider for any reason other than material breach of the terms of the TSA by the Concessionaire/Facility Operator or the insolvency of the Concessionaire/Facility Operator. Termination should not affect any intellectual property licensed to the Concessionaire/Facility Operator.

13. Rights of Grantor: The Grantor should be satisfied that on early termination of the Concession Agreement, the TSA will continue in force for enough time to allow the Concessionaire/Facility Operator to carry out its obligations concerning ongoing operation and maintenance. Further, upon the exercise by the Grantor of its step-in rights under the Concession Agreement, the TS Provider should remain obliged to provide services to the benefit of the Grantor subject to continuing payment of its Payments.

157

14. Equity: Throughout the Lock-Up Period, the TS Provider must undertake to own a minimum of thirty percent (30%) of the outstanding shares entitled to vote of the Facility Operator and must have at least one director on the governing board of the Facility Operator. [This obligation only applies if a Facility Operator approach is used.]

158

SCHEDULE 16: INDEPENDENT CONSULTANT – FORM OF

APPOINTMENT

DATED [__]

(1) [GRANTOR]

(2) [CONCESSIONAIRE]

(3) [INDEPENDENT CONSULTANT]

INDEPENDENT CONSULTANT

FORM OF APPOINTMENT

159

Table of Contents

1. DEFINITIONS AND INTERPRETATION

2. APPOINTMENT

3. INDEPENDENT CONSULTANT'S OBLIGATIONS

4. VARIED IC SERVICES

5. REMUNERATION

6. STAFF

7. COMMENCEMENT AND DURATION

8. LIMITATIONS ON AUTHORITY

9. TERMINATION

10. CONFIDENTIAL INFORMATION

11. PROFESSIONAL INDEMNITY INSURANCE

12. NOTICE

13. ASSIGNMENT

14. CUMULATIVE RIGHTS AND ENFORCEMENT

15. PROHIBITED MATERIALS

16. STEP-IN PROVISIONS

17. IC PROJECT DOCUMENTS

18. WAIVER

19. SEVERABILITY

20. COUNTERPARTS

21. VARIATION

22. DISPUTES RESOLUTION PROCEDURE

23. GOVERNING LAW AND JURISDICTION

24. ENTIRE AGREEMENT

25. LIMITATION OF LIABILITY

26. INDEPENDENT CONTRACTOR, NO PARTNERSHIP

SCHEDULE 1 – IC SERVICES

SCHEDULE 2 – IC FEE

160

THIS AGREEMENT is made on [__]

AMONG -

(1) GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES, acting through its DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS (hereinafter referred to as the "DOTC") with office address at the [__], Manila, represented herein by its Secretary, [__]; (hereinafter referred to as the "Grantor");

(2) [__] a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with office address at [__], represented herein by its President/Chief Executive Officer [__] (hereinafter referred to as the "Concessionaire"); and

(3) [__] (the "Independent Consultant"),

each a "Party" and together the "Parties" to this Agreement.

WHEREAS:-

(A) The Concessionaire and the Grantor have entered into an agreement, pursuant to the approval by the Investment Coordination Committee and the Board of the National Economic and Development Authority of the Republic of the Philippines for the development and implementation of a project in accordance with the BOT Law for the: (i) engineering, procurement, construction and financing of the ITS Terminal; and (ii) operation and maintenance of the ITS Terminal (the "Project"), under the terms of which the Concessionaire and the Grantor have agreed to appoint an Independent Consultant (the "Concession Agreement").

(B) The Concessionaire has entered into or will enter into Works Subcontracts with [__] (company details) (the "Works Subcontractor"), [and has entered into or will enter into the Technical Services Agreement with [__] (company details) (the “O&M Sponsor”) and the O&M Agreement with [__] (company details) (the "Facility Operator")].†

(C) The Independent Consultant is an independent adviser who will provide services to the Concessionaire and the Grantor.

(D) The Concessionaire and the Grantor have agreed jointly to engage the Independent Consultant upon the terms of this Agreement to carry out the duties and obligations ascribed to the Independent Consultant in the Concession Agreement.

IT IS AGREED:-

† Note: This will be amended to refer to TSA only if no Facility Operator used by the

Concessionaire (with the necessary consequential amendments throughout this Schedule [__]).

161

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:-

"Documents" means the Concession Agreement, the Works Subcontract, the Finance Documents, [the O&M Agreement, the Technical Services Agreement], , and any attachment, annexure or schedule thereto or document referred to therein;

"IC Project Documents" means (to the extent such documents are relevant to the IC Services) all technical information (whether or not stored in computer system and including schedules, details, checking matrices, programmes, budgets, reports and minutes of meetings), drawings, models, bills of quantities, specifications, schedules, details, plans, programmes, budgets, reports, calculations or other documents whatsoever provided or to be provided by the Independent Consultant in connection with the Project; and

"Relevant Parties" means the Concessionaire and the Grantor.

1.2 Unless the context otherwise requires or this Agreement specifically provides

otherwise, words and expressions defined in the Concession Agreement have the

same meanings in this Agreement as in the Concession Agreement provided that

no change to the Concession Agreement shall have the effect of increasing,

extending or varying the Independent Consultant's obligations under this

Agreement unless otherwise agreed by the Independent Consultant or

implemented as a Varied IC Service in accordance with Section 4.

1.3 The headings in this Agreement are for convenience of reference only.

1.4 Unless the context otherwise requires, all references to Sections and Schedules

are references to Sections of and Schedules to this Agreement.

1.5 Words importing the singular meaning include the plural meaning and vice

versa.

1.6 Words denoting the masculine gender include the feminine and neuter genders

and words denoting natural persons include corporations and firms and all such

words shall be construed interchangeably in this manner.

1.7 Reference in this Agreement to any Relevant Rules and Procedures includes and

refers to any amendment or re-enactment thereof from time to time and for the

time being in force.

1.8 If any Party to this Agreement is a partnership then the provisions of this

Agreement shall bind each and every present and future partner of such

partnership jointly and severally.

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1.9 References to the Concessionaire shall be deemed to include successors in title

and assignees of the Concessionaire.

2. APPOINTMENT

2.1 The Concessionaire and the Grantor jointly appoint the Independent Consultant

to perform the obligations and tasks which are ascribed to the Independent

Consultant under the Concession Agreement and which are set out in Schedule 1

(the "IC Services"), upon the terms and conditions set out below (the

"Appointment").

2.2 Subject to Sections 3.6 and 3.7, all approvals, instructions, consents and

directions to be given, and all requests, decisions, notices and arrangements to

be made by the Relevant Parties under this Agreement shall not be unreasonably

withheld or delayed and shall be given or made jointly in writing signed by the

nominated representative of the Concessionaire on behalf of the Concessionaire

and the nominated representative of the Grantor on behalf of the Grantor (in

both cases, the nominated representatives shall be appointed in accordance with

Section 20 (Project Management) of the Concession Agreement).

3. INDEPENDENT CONSULTANT'S OBLIGATIONS

3.1 The Independent Consultant shall provide the IC Services set out in Schedule 1

and any Varied IC Services (pursuant to Section 4).

3.2 The Independent Consultant undertakes and warrants to the Relevant Parties

that it has carried out and performed and shall carry out and perform the IC

Services and Varied IC Services and its duties under this Agreement:-

3.2.1 exercising all the reasonable skill, care and attention to be expected of a

competent independent consultant experienced in carrying out services

for works of a similar nature, value, complexity and time scale to those

parts of the Project to which the provision of the IC Services relates;

3.2.2 in accordance with good faith;

3.2.3 in accordance with all Relevant Rules and Procedures; and

3.2.4 in accordance with Prudent Industry Practice.

3.3 In addition (but subject to Section 3.2) the Independent Consultant shall:-

3.3.1 promptly and efficiently perform the IC Services and Varied IC Services as

soon as reasonably practicable but consistent with the standards

specified in Sections 3.2 and 3.5 and so as to achieve the Milestones set

out in Section 4.2 (Milestones) of the Concession Agreement;

3.3.2 perform the IC Services and Varied IC Services in such manner and at such

time so that no act or omission in breach of this Agreement or default by

the Independent Consultant shall cause any of the Relevant Parties to be

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in material breach of any of the Documents or to otherwise give rise to a

claim against or reduce any entitlement of those parties;

3.3.3 keep the Relevant Parties fully and properly informed on all aspects of the

IC Services and Varied IC Services and provide the Relevant Parties with

such information and comments as they may from time to time require

from the Independent Consultant with regard to the IC Services and

Varied IC Services promptly and in good time so as not to delay or disrupt

the progress of the Project; and

3.3.4 comply with all reasonable instructions given to it by the Relevant Parties

except and to the extent that the Independent Consultant reasonably

considers (subject to Section 4) that any such instructions vary or might

vary the IC Services or Varied IC Services or its authority or

responsibilities under this Agreement or prejudice or might prejudice the

exercise by the Independent Consultant of its professional judgment. The

Independent Consultant shall promptly confirm in writing to the Relevant

Parties whether or not it shall comply with any such instruction setting

out the grounds upon which the decision is made. All instructions to the

Independent Consultant shall be given in writing jointly by the Relevant

Parties.

3.4 Except insofar as may be expressly provided in Schedule 1 to this Agreement or

save where instructed to do so pursuant to a Varied IC Service, the Independent

Consultant shall not, without the prior written approval of a Relevant Party, have

authority to act on behalf of that Relevant Party in relation to any matter in

connection with the Project or otherwise and shall not hold itself out as having

such authority to act on behalf of any of the Relevant Parties. The Independent

Consultant shall not express an opinion on and shall not interfere with or give

any advice or opinion or make any representation in relation to any matters

which are beyond its role and responsibilities under this Agreement.

3.5 The Independent Consultant hereby undertakes to perform all the duties to be

performed by the Independent Consultant under this Agreement in good faith,

independently, fairly and impartially as between the Relevant Parties and is to

have due, equal and proper regard to any representations made by or on behalf

of the Relevant Parties, the Works Subcontractor, the Facility Operator or any of

them, but not so as to exclude the exercise of independent judgement such that

the Independent Consultant shall not be bound to comply with any

representations made by them or by any one of them in connection with any

matter on which the Independent Consultant is required to exercise its

professional judgement.

3.6 Where, in the performance of the IC Services or Varied IC Services, the

Independent Consultant seeks or is obliged to seek the approval or agreement of

the Relevant Parties or any of them to any matter or issue, the giving or

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confirming of the same shall not in any way derogate from the Independent

Consultant's obligations under this Agreement nor diminish any liability on its

part for breach of such obligations and no inquiry, inspection, comment, consent,

decision or instruction at any time made or given by or on behalf of the Relevant

Parties shall operate to exclude or limit the obligations of the Independent

Consultant to carry out the IC Services or Varied IC Services in accordance with

the obligations contained in this Agreement.

3.7 The Independent Consultant acknowledges that save as provided for in Section

25 nothing contained in this Agreement shall prejudice or affect its liability in

tort to any of the Parties.

3.8 The Concessionaire shall provide the Independent Consultant with copies of the

Documents promptly following the date of this Agreement. To the extent that the

Concessionaire shall have provided the Independent Consultant with true and

accurate copies of the Documents the Independent Consultant shall be deemed

to have full knowledge of the provisions of the Documents as relate to the IC

Services and shall be deemed to be aware of and to have taken full account of all

the undertakings and warranties both expressed and implied, on the part of the

Relevant Parties which are set out in the Documents (or parts thereof, as

applicable).

3.9 Without prejudice to the Independent Consultant's obligations under this

Agreement, the Independent Consultant agrees and acknowledges that:-

3.9.1 it shall be deemed to have obtained for itself all necessary information as

to the risks, contingencies and any other circumstances which might

reasonably influence the performance of its obligations under this

Agreement; and

3.9.2 it shall be responsible for, and shall make no claim against the Relevant

Parties in respect of any misunderstanding affecting the basis of the

Independent Consultant's proposals (in respect of the IC Services and

Varied IC Services).

4. Varied IC Services

4.1 The Independent Consultant shall carry out and perform any additional and/or

varied services required for the implementation of the Project reasonably

required by the Relevant Parties which are not included in, or which are omitted

from, the IC Services (the "Varied IC Services"), subject to prior agreement by

the Grantor and the Concessionaire to the costs thereof which shall be calculated

by reference to the hourly rates set out in Schedule 2.

4.2 If the Independent Consultant shall at any time be required to perform Varied IC

Services, it shall give to the Grantor and the Concessionaire a written estimate of

the cost thereof (taking into account any reduction in work or other expense

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which might also occur as a result of the circumstances giving rise to the Varied

IC Services).

4.3 Where a change to the Project occurs pursuant to the terms of the Concession

Agreement which may materially impact on the IC Services or otherwise on the

Independent Consultant, the Concessionaire shall promptly notify the

Independent Consultant of such change. The Independent Consultant within

[twenty (20)] days of receiving such notification, notify the Relevant Parties of

the impact of such change, if any, on the IC Services, including whether such

change gives rise to any Varied IC Services and the provisions of this Section 4

shall apply accordingly.

5. REMUNERATION

5.1 The Fee (as defined in Schedule 2 (IC Fee)) for the IC Services provided by the

Independent Consultant in relation to the Concession Agreement shall be shared

equally by (1) the Grantor; and (2) the Concessionaire (for the avoidance of

doubt, being fifty percent (50%) by the Concessionaire and fifty percent (50%)

by the Grantor). The Grantor shall be responsible for remitting the full amount of

the Independent Consultant’s fees and expenses to the Independent Consultant.

The Concessionaire shall, within seven (7) days from receipt of written notice

from the Grantor, reimburse to the Grantor fifty percent (50%) of the full amount

paid by the Grantor to the Independent Consultant. The Fee is exclusive of any

taxes which may be imposed by Philippine taxing authorities and is inclusive of

disbursements. The Fee is exclusive of any taxes which may be imposed by

Philippine taxing authorities and is inclusive of disbursements.

The Independent Consultant shall issue invoices to each of the Concessionaire

and the Grantor (in respect of their respective fifty percent (50%) shares) in

accordance with the provisions of Schedule 2 Part 1. The date on such invoice

shall constitute the due date for the purposes of the sum claimed. The final date

for payment of the full amount by the Grantor shall be thirty (30) days after the

date of receipt of the relevant invoice. If Varied IC Services are agreed and

provided then they shall likewise be paid for equally by (1) the Grantor; and (2)

the Concessionaire (for the avoidance of doubt, being fifty percent (50%) by the

Concessionaire and fifty percent (50%) by the Grantor) in accordance with the

terms as herein set forth or as otherwise agreed.

5.2 Not later than seven (7) days after each due date ascertained in accordance with

Section 5.1, the Grantor may give written notice to the Independent Consultant

stating the amounts which the Grantor proposes to pay and the basis on which

the amount of work completed in accordance with Section 3 hereof.

5.3 Where the Grantor intends to withhold payment of any sum stated in an invoice

for reasons of non-performance of the Independent Consultant’s Obligations

under Section 3, the Grantor shall give written notice thereof to the Independent

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Consultant not later than seven (7) days before the final date for payment

applicable thereto pursuant to Section 5.1. The notice shall state the amount

proposed to be withheld and the ground or grounds for withholding the relevant

amount and, if there is more than one (1) ground, the notice shall identify the

amount attributable to each ground.

5.4 Save in respect of any sums validly withheld pursuant to Section 5.3, if the

Grantor fails to pay the Independent Consultant any sum payable to it under this

Agreement by the final date for payment thereof, the Grantor shall, subject to

Section 17.8 (Grantor Payment) of the Concession Agreement, pay the

Independent Consultant simple interest on the sum due from the final date for

payment until the actual date of payment thereof at the Late Payment Rate.

5.5 If the Grantor fails to pay the amount properly due pursuant to the foregoing

provisions of this Section 5 and no notice to withhold payment has been given

pursuant to Section 5, the Independent Consultant may suspend performance of

any or all of the IC Services. This right is subject to the Independent Consultant

first giving the Grantor not less than fourteen (14) days notice in writing of such

intention stating the grounds for suspension. The right to suspend performance

as aforesaid shall cease when the Grantor pays the amount properly due.

5.6 Neither the Grantor nor the Concessionaire shall issue instructions or do

anything which does or is reasonably likely materially to increase the payments

payable to the Independent Consultant without the prior approval of the other

(such approval not to be unreasonably withheld or delayed).

5.7 As soon as the Independent Consultant becomes aware of the same and before

acting on the same, the Independent Consultant shall inform the Grantor and the

Concessionaire of any instructions which either party has given it which shall or

could reasonably be expected to increase the payments payable to the

Independent Consultant under the terms of this Agreement. The Independent

Consultant shall if requested by either the Concessionaire or the Grantor provide

both the Grantor and the Concessionaire with as detailed an estimate as is

reasonably practicable of the increase to the payments payable to it if it carries

out such instructions. The estimate of increased payments shall be based upon

the rates contained in Schedule 2 (IC Fee) to this Agreement.

5.8 The obligations of the Concessionaire and the Grantor to pay the Independent

Consultant for performing the IC Services and any Varied IC Services shall be

several and not joint.

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6. STAFF

6.1 Subject to Section 6.2, the Independent Consultant shall use [insert name] and

[insert name] in connection with the performance of the IC Services and Varied IC

Services and such persons' services shall be available when necessary for so long

as may be necessary to ensure the proper performance by the Independent

Consultant of the IC Services and Varied IC Services. Such persons shall have full

authority to act on behalf of the Independent Consultant for all purposes In

connection with this Agreement.

6.2 The Independent Consultant may by written notice to the Grantor and

Concessionaire replace the staff identified in Section 6.1 taking account the need

for liaison, continuity, level of qualification and availability of personnel in

respect of the Project. Such replacement shall be subject to approval in writing

by the Grantor and Concessionaire (not to be unreasonably withheld or delayed).

7. COMMENCEMENT AND DURATION

7.1 The IC Services shall commence on the date of this Agreement.

7.2 The Independent Consultant agrees that this Agreement governs all IC Services

and Varied IC Services provided by the Independent Consultant in relation to the

Project whether before or after the date hereof.

7.3 This Agreement shall terminate on the earlier of the completion of the

Independent Consultant's performance of its obligations under this Agreement

and the termination of the Independent Consultant's appointment under this

Agreement pursuant to Section 9 of this Agreement.

8. LIMITATIONS ON AUTHORITY

The Independent Consultant shall not -

8.1 make or purport to make any alteration or addition to or omission from the

design of the Project (including, without limitation, the setting of performance

standards); or

8.2 issue any instruction or direction to any contractor or professional consultant

employed or engaged in connection with the Project; or

8.3 consent or agree to any waiver or release of any obligation of:-

8.3.1 the Concessionaire under the Concession Agreement;

8.3.2 the Construction Subcontractor under the Works Subcontracts;

8.3.3 [the Facility Operator under the O&M Agreement and Technical Services

Agreement];

8.3.4 the O&M Sponsor under the Technical Services Agreement; or

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8.3.5 any contractor or subcontractor of any tier or professional consultant

employed or engaged in connection with the Project; or

8.4 express an opinion and shall not interfere with or give any advice, opinion or

make any representation, in each case, in relation to any matters which are

beyond its role and responsibilities under this Agreement.

9. TERMINATION

9.1 The Relevant Parties may by joint notice in writing immediately terminate the

Independent Consultant's appointment under this Agreement if:

9.1.1 the Independent Consultant is in breach of any of the terms of this

Agreement which, in the case of a breach capable of remedy, shall not

have been remedied by the Independent Consultant within [twenty-one

(21)] days of receipt by the Independent Consultant of a notice specifying

the breach and requiring its remedy;

9.1.2 the Independent Consultant is incompetent, guilty of gross misconduct

and/or any material negligence or delay in the provision of the IC Services

or Varied IC Services;

9.1.3 the Independent Consultant fails to comply with Section 3.3.1;

9.1.4 the Independent Consultant fails or refuses after written warning to

provide the IC Services, Varied IC Services and/or its other duties under

this Agreement; or

9.1.5 in relation to the Independent Consultant:-

a) a court makes an order that it be wound up or a resolution for a

voluntary winding-up of it is passed;

b) any receiver or manager in respect of it is appointed or possession

is taken by or on behalf of any creditor of any property that is the

subject of a charge;

c) any voluntary arrangement is made for a composition of debts or a

scheme of arrangement is approved under the Relevant Rules and

Procedures;

d) an administration order is made;

e) it ceases to carry on business;

f) it is unable to pay its debts within the meaning of the Relevant

Rules and Procedures;

g) it is dissolved or ceases to exist;

h) it has a petition advertised for winding up or an administration

order presented to any court and has not been withdrawn within

fourteen (14) days; and

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i) an event analogous to any of the events set out in a) to h) above

occurs in relation to the Independent Consultant in any

jurisdiction in which it is incorporated or resident.

9.2 Without prejudice to Section 9.1, the Relevant Parties may terminate this

Agreement at any time upon seven (7) days notice in writing to the Independent

Consultant.

9.3 If the Concession Agreement is rescinded, terminated or repudiated for any

reason, the Independent Consultant's appointment under this Agreement shall

be terminated with immediate effect.

9.4 Following any termination of this Agreement but subject to Section 9.5 and

subject to any withholding, set-off or deductions which the Concessionaire

and/or the Grantor may be entitled to make as a result of any breach of this

Agreement by the Independent Consultant, the Independent Consultant shall be

entitled to be paid all payments due pursuant to Section 5 in respect of the IC

Services and Varied IC Services, if applicable, carried out in accordance with this

Agreement prior to the date of termination. The Concessionaire and the Grantor

shall pay all such payments and costs payable pursuant to this Section in equal

proportions (for the avoidance of doubt, being fifty percent (50)% to be paid by

the Concessionaire and fifty percent (50)% to be paid by the Grantor). The

Grantor shall not have any liability for payment of any Payments or costs payable

to the Independent Consultant pursuant to this Section other than the fifty

percent (50%) proportion of the payments and costs referred to in this Section.

9.5 If the Independent Consultant's appointment under this Agreement is

terminated for any act, omission, negligence or default of the Independent

Consultant then the Independent Consultant shall reimburse to the

Concessionaire and/or the Grantor any additional costs incurred by the

Concessionaire and/or the Grantor (as the case may be) as a result of such

termination including the cost of employing and remunerating a replacement to

undertake the IC Services and any Varied IC Services.

9.6 The Relevant Parties may, upon joint instruction, bring to an end the

performance of any divisible part of the IC Services or the Varied IC Services in

which event the payments and costs due to the Independent Consultant will be

adjusted on a pro rata basis accordingly by the Relevant Parties and the

Independent Consultant shall be notified of the adjusted costs and Payments by

written notice from the Relevant Parties.

9.7 Termination of this Agreement shall be without prejudice to any accrued rights

and obligations under this Agreement as at the date of termination (including the

right of any of the Relevant Parties to recover damages from the Independent

Consultant).

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9.8 If this Agreement is terminated in accordance with Section 9.1, the

Concessionaire is obliged to appoint at its own expense as soon as reasonably

practicable and subject to obtaining the prior consent in writing of the Grantor,

such consent not to be unreasonably withheld or delayed, an alternative

Independent Consultant to exercise the functions of the Independent Consultant

under the Concession Agreement. If the termination of this Agreement is the

result of the Independent Consultant's default under this Agreement, the

Independent Consultant shall pay to the Concessionaire any reasonable

incremental loss, damage or extra costs suffered by the Concessionaire resulting

from such termination including any additional costs associated with the

appointment of an alternative Independent Consultant.

9.9 Termination of this Agreement shall not affect the continuing rights and

obligations of the Independent Consultant under Sections 10 (Confidential

Information), 11 (Professional Indemnity Insurance), 22 (Disputes Resolution

Procedure), 23 (Governing Law and Jurisdiction), and this Section 9 or under any

other Section insofar as and for as long as may be necessary to give effect to their

respective rights and obligations hereunder.

Independent Consultant's Right to Terminate

9.10 The Independent Consultant shall only be entitled to terminate its appointment

under this Agreement in accordance with Section 9.11.

9.11 If the Concessionaire and/or the Grantor fail to make payment of any

undisputed sum due to the Independent Consultant under this Agreement within

thirty (30) days of the due date for payment the Independent Consultant shall

have the right to serve an initial written notice on the Concessionaire and the

Grantor identifying the default in question and, if such default continues for a

further period of twenty (20) days following the service of such initial written

notice, the Independent Consultant shall be entitled by service of written notice

on the Concessionaire and the Grantor to terminate its appointment under this

Agreement.

9.12 The Independent Consultant agrees that in discharging its obligations under this

Agreement it shall use all reasonable endeavours to ensure that no conflict of

interest between the interests of the Relevant Parties shall arise.

9.13 Upon any termination of the Independent Consultant's engagement under this

Section 9 the Independent Consultant shall be relieved of its obligation to

continue with the performance of the IC Services and any Varied IC Services and

shall take immediate steps to bring to an end the IC Services and any Varied IC

Services in an orderly manner but with all reasonable speed and economy and

shall as soon as reasonably practicable but no later than fifteen (15) days

following termination, deliver to the Relevant Parties copies of all reports,

minutes of meeting and other documents prepared or in the course of

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preparation by the Independent Consultant in connection with the Project

excluding internal memoranda, working papers and templates and in the event

that a replacement firm has been appointed to complete the performance of the

IC Services and Varied IC Services, shall co-operate fully with replacement to the

extent it is reasonable to do so.

9.14 Upon any termination of the Independent Consultant's engagement howsoever

arising, the Relevant Parties shall not be liable, save as is exclusively set out in

Section 9.4, to the Independent Consultant for any loss of profit, loss of contracts

or other costs, losses and/or expenses whatsoever arising out of or in connection

with such termination.

10. CONFIDENTIAL INFORMATION

10.1 The Independent Consultant shall treat as secret and confidential and shall not at

any time for any reason disclose or permit to be disclosed to any person or

otherwise make use of or permit to be made use of any unpublished information

relating to each of the Relevant Parties' (or their Subcontractors') technology or

other know-how, commercial affairs and business plans or any other type of

intellectual property or finances (including any information relating to the

Concession Agreement and/or the Finance Documents) or any such information

relating to a subsidiary, supplier, customer or client of the Relevant Parties.

10.2 Within fourteen (14) days of termination of this Agreement for whatever reason

(or its expiry) the Independent Consultant shall deliver up to the Relevant Party

making such request -

10.2.1 all documents (including copies of the Documents), computer discs, tapes

and any other materials, information and reports delivered to the

Independent Consultant by that Relevant Party in connection with the

Project; and

10.2.2 subject to payment of all amounts due and payable in respect of the Fee,

all IC Project Documents and reports prepared by the Independent

Consultant under this Agreement, provided that the Independent

Consultant shall be entitled to retain one (1) copy of the documents for

use in any legal proceedings and for its own proper professional records

but not for any other purpose. The Independent Consultant continues to

owe a duty of confidentiality as set out in Section 10.1 in respect of any

material or information retained by it in whatever form.

10.3 The Independent Consultant shall comply with any and all legal requirements in

the Relevant Rules and Procedures in respect of any data and/or information

provided to it in connection with the IC Services or Varied IC Services.

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11. PROFESSIONAL INDEMNITY INSURANCE

11.1 Without prejudice to its obligations under this Agreement, or otherwise at law,

the Independent Consultant confirms that it has and shall maintain at all times

professional indemnity insurance covering (inter alia) all liability hereunder

upon customary and usual terms and conditions prevailing for the time being in

the insurance market, and with reputable insurers lawfully carrying on such

insurance business in the Republic of the Philippines with a limit of indemnity of

not less than twenty million Philippine Pesos (PhP20,000,000) for each and

every claim or series of claims consequent upon or attributable to the same

cause or original source (but in the aggregate in respect of pollution and/or

contamination claims) in respect of any neglect, error or omission on the

Independent Consultant's part in the performance of its obligations under this

Agreement for the period commencing on the date of this Agreement and

expiring [twelve (12)] years after the date of completion of the IC Services (and

Varied IC Services, if applicable) or termination of this Agreement provided that

such insurance is generally available in the market to members of the

Independent Consultant's profession at commercially reasonable rates and terms

within the Philippine insurance market ("PI Cover"). The said terms and

conditions shall not include any term or condition to the effect that the

Independent Consultant must discharge any liability before being entitled to

recover from the insurers, or any other term or condition which might adversely

affect the rights of any person to recover from the insurers pursuant to any

relevant Legal Requirement, or any amendment or re-enactment thereof. The

Independent Consultant shall forthwith notify the Relevant Parities in the event

of any claim arising under such insurance in respect of any professional liability

which it may incur under this Agreement and shall not, without the prior

approval in writing of the Relevant Parties, settle or compromise with the

insurers any claim which the Independent Consultant may have against the

insurers and which relates to a claim by the Relevant Parties against the

Independent Consultant, or by any act or omission lose or prejudice the

Independent Consultant's right to make or proceed with such a claim against the

insurers.

11.2 Any increased or additional premiums required by insurers by reason of the

Independent Consultant's own claims record or other acts omissions matters or

things peculiar to the Independent Consultant shall be deemed to be within

commercially reasonable rates, and shall not relieve the Independent Consultant

of its obligations under Section 11.1.

11.3 The Independent Consultant shall maintain PI Cover with reputable insurers

carrying on business in the Philippines.

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11.4 The Independent Consultant shall, prior to commencing the provision of the IC

Services and no more than thirty (30) days after each renewal date and as and

when reasonably required to do so by the Relevant Parties, produce for

inspection by the Relevant Parties documentary evidence that the PI Cover is

being properly maintained.

11.5 The Independent Consultant shall forthwith notify the Relevant Parties if the PI

Cover ceases to be available upon reasonable terms and at commercially

reasonable premium rates in order that the Independent Consultant and

Concessionaire and Grantor can discuss means of best protecting the respective

position of the Concessionaire and Grantor and the Independent Consultant in

respect of the Project in the absence of such insurance. In the event of a failure to

agree, the Relevant Parties shall have the option to effect insurance and the cost

shall be borne equally by the Relevant Parties and the Independent Consultant.

11.6 The obligations set out in this Section 11 shall continue notwithstanding

termination of this Agreement for any reason whatsoever, including (without

limitation) breach by the Relevant Parties.

11.7 The Independent Consultant shall fully co-operate with any measures reasonably

required by the Relevant Parties, including (without limitation) completing any

proposals for insurance and associated documents, maintaining such insurance

at rates above commercially reasonable rates if the Relevant Parties undertake in

writing to reimburse the Independent Consultant in respect of the net cost of

such insurance to the Independent Consultant above commercially reasonable

rates.

12. NOTICE

12.1 All notices or other communications required in connection with this Agreement

shall be in writing and shall be served by sending the same by first class post, or

by hand, in the case of the Independent Consultant to -

[insert address]

Marked for the attention of [insert name] and in the case of the Relevant Parties to the addresses set out in the Concession Agreement (as advised to the Independent Consultant) or to such other address as a party to this Agreement may notify to the other parties to this Agreement in writing.

12.2 Notices shall be effective:-

12.2.1 by registered post, upon the earlier of actual receipt and [five (5)]

Business Days after posting; and

12.2.2 by hand, upon delivery.

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13. ASSIGNMENT

13.1 The Independent Consultant shall not assign or transfer any of its rights or

obligations under this Agreement or subcontract the whole or any part of the IC

Services or Varied IC Services.

13.2 Neither the Concessionaire nor the Grantor shall be entitled to assign or transfer

any of their respective rights or obligations under this Agreement, save that the

Parties hereby consent to:-

13.2.1 any such assignment or transfer by any of the Relevant Parties which is

contemporaneous to the assignment or transfer of the Concession

Agreement by any of them and which is made to the same assignee or

transferee;

13.2.2 any such assignment of the rights of the Concessionaire under this

Agreement by way of a Permitted Security Interest to any Finance Parties

providing financing for the Project; or

13.2.3 in the event that the Concession Agreement is novated to a third party,

the term “Concession Agreement,” shall include any replacement

agreement arising from such novation.

14. CUMULATIVE RIGHTS AND ENFORCEMENT

14.1 Any rights and remedies provided for in this Agreement whether in favor of the

Concessionaire, the Grantor or the Independent Consultant are cumulative and in

addition to any further rights or remedies which may otherwise be available to

the parties.

14.2 The duties and obligations of the Independent Consultant arising under or in

connection with this Agreement are owed to the Relevant Parties both jointly

and severally and the Relevant Parties may accordingly enforce the provisions

hereof and pursue their respective rights hereunder in their own name, whether

separately or with each other.

14.3 The Relevant Parties covenant with each other that they shall not waive any

rights, remedies or entitlements or take any other action under this Agreement

which would or might reasonably be expected to adversely affect the rights,

remedies or entitlements of the other without the other's prior written consent,

such consent not to be unreasonably withheld or delayed.

15. Prohibited Materials

15.1 For the purposes of Section 15.2 "Prohibited Materials" means any products or

materials which are generally known within the Independent Consultant's

profession at the time of specification to be deleterious in the particular

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circumstances in which they are used or those identified as potentially

hazardous in or not in conformity with:

15.1.1 [insert reference to relevant reports, standards, codes of practice,

publications, specifications, etc.];

15.2 If, in the performance of its duties under this Agreement, the Independent

Consultant becomes aware that it, or any other person, has specified or used, or

authorized or approved the specification or use by others of any Prohibited

Materials the Independent Consultant will immediately give the Grantor written

notice of the same. This Section 15.2 does not create any additional duty for the

Independent Consultant to inspect or check the work of others which is not

required by this Agreement.

16. STEP-IN PROVISIONS

16.1 The Independent Consultant shall not exercise nor seek to exercise any right to

terminate its engagement under this Agreement pursuant to Section 9 as a

consequence of any breach of this Agreement by either the Grantor or the

Concessionaire (the relevant defaulting party being the “Defaulting Party”)

without giving to the other party (or parties) to this Agreement (the “Non-

Defaulting Party”) not less than thirty (30) days' written notice of the

Independent Consultant’s intention to do so and specifying the grounds for the

proposed termination (the “Step-In Notice”).

16.2 Any period stipulated in this Agreement for the exercise by the Independent

Consultant of a right of termination shall be extended as necessary to take

account of the period of notice required under Section 16.1.

16.3 The Independent Consultant’s right to terminate its engagement under this

Agreement or to discontinue the performance of the IC Services or Varied IC

Services shall cease if, within the period of thirty (30) Business Days referred to

in Section16.1, a Non-Defaulting Party shall give notice to the Independent

Consultant:

16.3.1 requiring it to continue the performance of the IC Services or Varied IC

Services;

16.3.2 acknowledging that it is assuming all of the obligations of the Defaulting

Party under this Agreement; and

16.3.3 undertaking to the Independent Consultant to discharge all payments

which may subsequently become due to the Independent Consultant from

the Defaulting Party under this Agreement and paying to the Independent

Consultant any sums which have already become due to it from the

Defaulting Party but which remain unpaid.

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16.4 Upon compliance by a Non-Defaulting Party with the provisions of Section 16.3,

this Agreement shall continue in full force and effect as if the right of termination

on the part of the Independent Consultant had not arisen.

16.5 Where a Non-Defaulting Party has:

16.5.1 given notice to the Independent Consultant in compliance with Section

16.3;

16.5.3 given an undertaking to the Independent Consultant pursuant to Section

16.3.3; and

16.5.3 has assumed responsibility under this Agreement in accordance with

Section 16.4,

the Defaulting Party shall reimburse and indemnify such Non-Defaulting Party

against each and every liability which that Non-Defaulting Party has or may have

to the Independent Consultant by virtue of such undertaking.

16.6 The Relevant Parties hereby agree that the Independent Consultant shall not be

in breach of this Agreement in meeting its obligations under Section 16 hereof

and no claim shall be brought by the Relevant Parties if those obligations are

met.

17. IC PROJECT DOCUMENTS

17.1 Copyright in the IC Project Documents shall remain vested in the Independent

Consultant and subject thereto the Independent Consultant hereby grants to

each of the Relevant Parties and their nominees, the irrevocable right to use the

IC Project Documents, without compensation, such right to remain in full force

and effect notwithstanding termination of the Independent Consultant's

appointment for whatever reason or any dispute hereunder to copy and use the

IC Project Documents and to reproduce the works, designs and inventions

contained in the IC Project Documents for all purposes related to the Project,

including without limitation the construction, completion, reconstruction,

alteration, extension, maintenance, letting, promotion, advertisement,

reinstatement, use and repair of the Project and the Relevant Parties' interests in

it (but so that such licence shall not extend to or include a licence to reproduce

the design contained in them for any future extension of the ITS Terminal), and

the Relevant Parties shall be entitled to grant licences on terms equivalent to the

provision of this Section 17 and the Relevant Parties' irrevocable right and such

licences shall be transferable without charge, provided always that the

Independent Consultant shall not be liable for the consequences of any use of the

IC Project Documents by the Relevant Parties or their nominees for any purpose

other than that for which they were prepared and provided by the Independent

Consultant.

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17.2 The Independent Consultant shall provide to the Relevant Parties at their

request such additional copies of all or any of the IC Project Documents as are

reasonably required by the Relevant Parties and shall provide such additional

information and co-operation as is reasonably required in connection with the

same.

17.3 Where any rights are vested in the Independent Consultant by virtue of any

Relevant Rules and Procedures, the Independent Consultant hereby irrevocably

waives any such rights in relation to the Project or any parts thereof and to any

IC Project Documents and shall obtain a written waiver from its employees from

time to time of any rights that they may have in respect of the same.

18. WAIVER

The failure of any party at any one time to enforce any provision of this

Agreement shall in no way affect its right thereafter to require complete

performance by any other party, nor shall the waiver of any breach or any

provision be taken or held to be a waiver of any subsequent breach of any

provision or be a waiver of the provision itself.

19. SEVERABILITY

In the event that any term, condition or provision contained in this Agreement

shall be held to be invalid, unlawful or unenforceable to any extent, such term,

Section or provision shall, to that extent, be omitted from this Agreement and the

rest of this Agreement shall stand, without affecting the remaining Sections.

20. COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which

when taken together shall constitute one and the same instrument.

21. VARIATION

A variation of this Agreement is valid only if it is in writing and signed by or on

behalf of all parties hereto.

22. DISPUTES RESOLUTION PROCEDURE

22.1 All disputes shall be resolved in accordance with terms equivalent (mutatis

mutandis) to the dispute resolution procedure set out in Section 31 (Dispute

Resolution) of the Concession Agreement but:

22.1.1 excluding Sections 31.3 (Expert) of the Concession Agreement; and

22.1.2 where the Independent Consultant is a party to the dispute, a

representative of the Independent Consultant shall sit on the Project

Dispute Resolution Board as envisaged under Section 31.2 (Project

Dispute Resolution Board) of the Concession Agreement.

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22.2 The Relevant Parties and the Independent Consultant shall co-operate to

facilitate the proper, just, economical and expeditious resolution of any and all

such disputes which arise under this Agreement.

23. GOVERNING LAW AND JURISDICTION

This Agreement and its interpretation or construction shall be governed by the

laws of the Republic of the Philippines, and (subject to Section 22) the parties

hereby submit to the exclusive jurisdiction of the courts of the Republic of the

Philippines.

24. ENTIRE AGREEMENT

This Agreement supersedes any previous agreement or arrangement between

the parties in respect of the IC Services or Varied IC Services (whether oral or

written) and, subject to the provisions of the Concession Agreement, represents

the entire understanding between the Parties in relation thereto.

25. LIMITATION OF LIABILITY

25.1 With the exception of liability for death, personal injury, and/or any other

liability that cannot lawfully be excluded or limited, the Independent

Consultant's maximum aggregate liability for all parties, under or in connection

with this Agreement, whether in contract or in tort or for breach of statutory

duty or otherwise, shall be limited to loss or damage that is a direct result of the

Independent Consultant's breach, negligence or default and shall be limited to

twenty million Philippine Pesos (PhP20,000,000) in the aggregate.

25.2 [Notwithstanding anything to the contrary elsewhere in this Agreement, the

parties hereby expressly agree that the Independent Consultant shall have no

liability to any party under or in connection with this Agreement for any claim or

claims related to terrorism, [insert any others].]

25.3 Except as provided in Section 11, no action or proceedings under or in

connection with this Agreement shall be commenced against the Independent

Consultant after the expiry of ten (10) years after the completion of the IC

Services (and the Varied IC Services, if applicable) or termination of this

Agreement.

26. INDEPENDENT CONTRACTOR, NO PARTNERSHIP

26.1 The Independent Consultant shall be an independent contractor with respect to

the IC Services and any Varied IC Services to be performed under this

Agreement. The Independent Consultant shall not be deemed to be an employee

of the Relevant Parties.

26.2 Nothing in this Agreement shall be construed as creating a partnership, joint

venture or other association or the relationship of principal and agent between

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the Relevant Parties and the Independent Consultant. The Grantor, the

Concessionaire and the Independent Consultant shall not conduct themselves in

such a way as to create an impression that such a relationship exists. The

Relevant Parties shall not be responsible or liable for the Independent

Consultant’s actions or omissions.

IN WITNESS WHEREOF the Parties have executed and delivered this Agreement as an Agreement on the date first written above.

180

By:

By:

WITNESSED BY: _______________________________. _______________________________

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SCHEDULE 1

IC SERVICES

1. General

1.1 The Independent Consultant shall:

1.1.1 Perform all of the duties, tasks, functions and obligations; and exercise all

of the rights (as appropriate), of the Independent Consultant as set out

and provided in the Concession Agreement, the Works sub-contracts [and

the O&M Agreement] or as would be reasonably foreseen by an

experienced Independent Consultant as forming a necessary part of an

Independent Consultant’s duties.

1.1.2 During the carrying out of the Works, visit that part of the Works at

appropriate intervals to inspect the various elements of the Works in the

presence of the relevant Works Subcontractor (if so required by them) to

verify that the same are constructed in accordance with the requirements

of the Concession Agreement; and keep the Relevant Parties advised of

such matters. This provision includes the reviewing and determining

whether the mitigations identified in the E&S Impact Assessment

submitted by the Concessionaire are being applied and approving the

same (in accordance with Section 10.1.c (Design) of this Concession

Agreement) and the assessment of the E&S management and monitoring

plans prepared by the Concessionaire as required by Schedule 5


Road).

1.1.3 Monitor, inspect and keep the Relevant Parties advised of the state and

progress of the Work(s) and participate, as required, in the procedures

for the identification, approval and implementation of Changes in

accordance with the Concession Agreement.

1.1.4 Provide to the Grantor and/or the Concessionaire at their request such

additional copies of all or any of the documents prepared by the

Independent Consultant as are reasonably requested by the Grantor

and/or the Concessionaire from time to time and provide such additional

information and co-operation as is reasonably required in connection

with the same.

1.1.5 As and when requested by the Grantor or the Concessionaire, participate

in the resolution of any dispute between the Grantor and the

Concessionaire under Section 31 (Dispute Resolution) of the Concession

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Agreement to the extent that the issues that are the subject of dispute

under the Concession Agreement and have been referred to the said

dispute resolution procedure relate to any of the Independent

Consultant's services, duties and/or obligations under this Agreement.

1.1.6 Undertake regular site visits throughout the duration of the IC Services,

recognizing that the frequency and timing of the Independent

Consultant's visits shall be dependent on the progress of Works at and on

the Project Land.

1.1.7 Undertake an annual audit of the quality control documentation for the

Works to verify that quality control in accordance with the MPSS relating

to the Works has been implemented.

1.1.8 Liaise, as necessary, with the nominated representatives of the

Concessionaire and the Grantor.

1.2 In accordance with the Concession Agreement, the Independent Consultant shall

provide the following:

Certification

1.2.1 certificate of Project Land acquisition

1.2.2 certificate of Approval of Design Submittals Schedule;

1.2.3 Design Acceptance Certificate (and any updates);

1.2.4 Provisional Acceptance Certificate(s); and

1.2.5 Final Acceptance Certificate,

Reports and Notices

together with all notices and reports as required by the Relevant Parties,


1.2.8 Commissioning and Acceptance Notice;

1.2.9 Detailed Design Rejection Notice; and

1.2.10 Independent Consultant Failure Report.

2. Project Land

2.1 Upon acquisition of the Project Land or any part thereof, the Grantor shall

provide all the information and documents in relation to such acquisition to the

Independent Consultant. Thereafter, the Independent Consultant shall undertake

an inspection of such Project Land and, it shall:

2.1.1 confirm to the Relevant Parties, by issuance of a binding certificate, such

Project Land has been acquired; or

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2.1.2 state the Grantor have not acquired such Project Land, notifying the

Grantor of all missing elements of such Project Land.

2.2 Where the Independent Consultant determines that the Grantor have not

acquired any part of the Project Land, it shall undertake a further inspection

once the Grantor have confirmed the remainder of such Project Land (as notified

by the Independent Consultant in accordance with paragraph 2.1.2) has been

acquired.

2.3 Where satisfied that the Grantor have acquired the Project Land the Independent

Consultant shall issue a Certificate of Project Land acquisition to the Relevant

Parties.

3. Design Submittals Schedule Approval

3.1 The Independent Consultant shall within ten (10) days of receipt of the same,

review the Design Submittals Schedule and consider the proposed schedule

against the timescales and Milestones stipulated in the Concession Agreement. If

in the Independent Consultant's reasonable opinion the Design Submittals

Schedule is consistent with the satisfaction by the Parties with the timescales

and Milestones stipulated in the Concession Agreement, it shall, subject to

paragraph 4.2, approve the Design Submittals Schedule and issue a Certificate of

Approval to the Concessionaire.

3.2 The Independent Consultant may require revisions to be made to the Design

Submittals Schedule prior to issuing a Certificate of Approval. However, such

revisions shall not unreasonably prejudice the Concessionaire’s ability to achieve

the Milestones set out in Section 4.2 (Milestones) of the Concession Agreement.

4. Time Extensions

4.1 Where the Grantor and the Concessionaire are unable to agree upon any Time

Extension in accordance with Sections 14.6 (Consequences of Grantor Delay

Event) and 14.7 (Consequences of Force Majeure Delay Event) of the Concession

Agreement, the Independent Consultant shall promptly meet with the Relevant

Parties to discuss such Time Extension requirement.

4.2 Within [three (3) working] days of the meeting in accordance with paragraph

5.1, the Independent Consultant shall notify the Grantor and the Concessionaire

in writing of its determination of the relevant Time Extension. Such

determination shall be binding.

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5. Detailed Design Approvals

General

5.1 The Independent Consultant agrees to follow the following principles in the

approval of Detailed Designs submitted by the Concessionaire:

5.1.1 The relevant Detailed Design is in accordance with the relevant Minimum

Performance Specification and Standards (MPSS) as detailed in Schedule

5 (Engineering, Procurement and Construction of the ITS Terminal and

Access Road) to the Concession Agreement;

5.1.2 The relevant Detailed Design follows the minimum standards to be

applied as detailed in Schedule 5 (Engineering, Procurement and

Construction of the ITS Terminal and Access Road) and Prudent Industry

Practice;

5.1.3 The relevant Detailed Design meets all Relevant Rules and Procedures;

and

5.1.4 The Detailed Design does not, in the implementation, contemplate or

require that the relevant Detailed Design is or is likely to:

(a) be completed later than the time provided for that completion in the

Concession Agreement; and/or

(b) lead to the costs to be borne by the Grantor in carrying out their

obligations under the Concession Agreement, being higher (whether

by reason of Delay, inefficient operation or otherwise) that are

contemplated by the Concession Agreement.

Submissions for Approval

5.2 Each relevant Detailed Design submission for approval provided by the

Concessionaire shall be accompanied by:

5.2.1 the proposed relevant Detailed Design in respect of the Works; and

5.2.2 an explanation, in such detail as is necessary or expedient to enable the

Independent Consultant fully and efficiently to understand the relevant

Detailed Design, and in particular how it complies with the Design

Requirements.

5.3 For the purposes of the Independent Consultant's consideration of the relevant

Detailed Design, where it requires further information to that provided by the

Concessionaire in accordance with paragraph 5.2, it may reasonably request the

same from the Concessionaire. In such case, the Independent Consultant shall

promptly make such a request, in writing, of the Concessionaire.

Review and Approval of Detailed Design

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5.4 The Independent Consultant will review for compliance with the design

requirements the submissions of Detailed Designs of the Concessionaire and

make a decision as to its approval, rejection or request for further information of

the same within twenty (20) Business Days of receipt of such submission from

the Concessionaire.

5.5 Following the decision by the Independent Consultant in accordance with

paragraph 5.4, where the Independent Consultant approve a submitted Detailed

Design, the Independent Consultant shall issue a Design Acceptance Certificate

within the time specified, approving the submitted Detailed Design.

Rejection of Detailed Design

5.6 If a submitted Detailed Design is rejected, the Independent Consultant shall issue

a notice of rejection to the Concessionaire that must specify in detail why the

submitted Detailed Design fails to comply with the Design Requirements and in

general terms what the Independent Consultant considers necessary to be done

to the submitted Detailed Design to make it comply with the Design

Requirements.

Request for Further Information

5.7 The Independent Consultant shall stipulate a reasonable time for the

Concessionaire to respond to a request for further information.

5.8 In the case of a rejection of a Detailed Design or request for further information,

the Independent Consultant shall engage in an iterative dialogue with the

Relevant Parties in relation to further submission (whether amended or a new

Detailed Design) so as to maximize the probability that the further submission

shall be approved.

6. Changes to Detailed Design following issuance of a Design Acceptance

Certificate

6.1 The Grantor and Concessionaire shall ensure that the Independent Consultant is

involved in the process for the submission and approval of Detailed Design

Changes in accordance with Part 2 (Minimum Performance Specification and

Standards) of Schedule 5 (Engineering, Procurement and Construction of the ITS

Terminal and Access Road) to the Concession Agreement.

6.2 The Independent Consultant shall review the Relevant Parties proposed Detailed

Design Changes submitted after the Design Acceptance Certificate has been

issued. In addition, the Independent Consultant shall evaluate the submitted

Detailed Design Change and ensure the proposed Detailed Design Change has

been submitted in accordance with paragraph 10 of Part 2 (Minimum

Performance Specification and Standards) of Schedule 5 (Engineering,

Procurement and Construction of the ITS Terminal and Access Road).

186

6.3 The Independent Consultant shall review the impact of the proposed Detailed

Design Change to ascertain:

6.3.1 Any material adverse affect upon the cost of the relevant Works;

6.3.2 The probability that the requirements of the Design Submittals Schedule

shall be met:

6.3.3 The probability that the requirements of the Works Timetable shall be

met; and

6.3.4 The probability that the Required Extension Completion Date shall be

met.

6.4 Following a review in accordance with paragraphs 7.2 and 7.3, the

Independent Consultant shall provide the Grantor and the Concessionaire with a

report:

6.4.1 Detailing the findings of the Independent Consultant’s review of the

proposed Detailed Design Change against the objectives in paragraph 5

and the submission requirements at paragraph 10 of Part 2 (Minimum


Procurement and Construction of the ITS Terminal and Access Road);

6.4.2 Prepared on a 'by exception' basis, setting out the conclusion(s) and any

recommendation(s) of the Independent Consultant;

6.4.3 Where the Independent Consultant is satisfied that the Proposed Detailed

Design Change meets the objectives in paragraph 5 and the submission

requirements at paragraph 10 of Part 2 (Minimum Performance





Design Acceptance Certificate to the Concessionaire and

6.4.4 Where the Independent Consultant considers the proposed Detailed

Design Change does not satisfy the requirements of paragraph 10 of Part

2 (Minimum Performance Specification and Standards) of Schedule 5


Road), identifying such deviations in any recommendation(s) made

pursuant to paragraph 6.4.2 above, for the consideration of the Grantor

and the Concessionaire.

7. Minimum Performance Specification and Standards (MPSS)

7.1 The Grantor and Concessionaire shall ensure that the Independent Consultant is

involved in the process for the submission and approval of MPSS Changes in

187

accordance with Part 2 (Minimum Performance Specification and Standards) of


Access Road) to the Concession Agreement.

7.2 The Independent Consultant shall review the Relevant Parties’ proposed MPSS

Changes submitted after the Design Acceptance Certificate has been issued. In

addition, the Independent Consultant shall evaluate the submitted MPSS Change

and ensure the proposed MPSS Change has been submitted in accordance with

paragraph 11 of Part 2 (Minimum Performance Specification and Standards) of


Access Road).

7.3 Following a review in accordance with paragraph 7.2, the Independent

Consultant shall provide the Grantor and the Concessionaire with a report:

7.3.1 detailing the findings of the Independent Consultant’s review of the

proposed MPSS Change against the objectives in paragraph 5 and the

submission requirements at paragraph 11 of Part 2 (Minimum


Procurement and Construction of the ITS Terminal and Access Road);

7.3.2 prepared on a 'by exception' basis, setting out the conclusion(s) and any

recommendation(s) of the Independent Consultant;

7.3.3 Where the Independent Consultant is satisfied that the Proposed MPSS

Change meets the objectives in paragraph 5 and the submission

requirements at paragraph 11 of Part 2 (Minimum Performance





Design Acceptance Certificate to the Concessionaire; and

7.3.4 where the Independent Consultant considers the proposed MPSS Change

does not satisfy the requirements of paragraph 11 of Part 2 (Minimum


Procurement and Construction of the ITS Terminal and Access Road),

identifying such deviations in any recommendation(s) made pursuant to

paragraph 7.3.2 above, for the consideration of the Grantor and the

Concessionaire.

8. Commissioning and Acceptance

8.1 The Independent Consultant shall review the Commissioning and Acceptance

Plan relating to the ITS Terminal and Access Road, provided by the

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Concessionaire to verify to the satisfaction of the Relevant Parties that the

Commissioning and Acceptance Plan and procedures:

8.1.1 includes all processes, outputs and contractual requirements of all

suppliers and Sub-Contractors of the Concessionaire;

8.1.2 provides clear milestones for the measurement of:

(a) progress of the ITS Terminal to completion;

(b) achieving the Completion Date on or before the Required

Completion Date; and

8.1.3 encompasses all the requirements contemplated in Schedule 5 Part 3

(Commissioning and Acceptance), and the Concession Agreement.

8.2 The Independent Consultant shall require the Concessionaire to amend or

provide additions to the Commissioning and Acceptance Plan to meet the above

requirements as necessary.

8.3 The Independent Consultant shall be present at all Commissioning and

Acceptance Tests. This shall include the Commissioning and Acceptance Tests

associated with the Works and various parts thereof as contemplated in Section

12 (Commissioning and Acceptance) and Schedule 5 Part 3 (Commissioning and

Acceptance) of the Concession Agreement.

9. Commissioning and Acceptance Notice

9.1 Following each Commissioning and Acceptance Test, the Independent Consultant

shall issue a Commissioning and Acceptance Notice to the Relevant Parties

where the requirements contemplated in:

9.1.1 Sections 12.6.a to 12.6.b (Determination) of the Concession Agreement

have been met and the Independent Consultant shall comply with the

provisions of paragraph 12 (Full acceptance) of this Schedule; and

9.1.2 Sections 12.6.a, 12.6.c and 12.6.e (Determination) of the Concession

Agreement have been met and the Independent Consultant shall comply

with the provisions of paragraph 10 (Provisional Acceptance Certificate) of

this Schedule.

10. Provisional Acceptance Certificate

10.1 When the requirements of Section 12.8 (Substantial Acceptance) of the

Concession Agreement are satisfied, the Independent Consultant shall issue a

Provisional Acceptance Certificate(s) (including the detail at Sections 11.8 of the

Concession Agreement).

189

10.2 Following receipt of a notice from the Concessionaire in accordance with Section

12.11 (Notice of rectification of Punch List Items) of the Concession Agreement,

the Independent Consultant shall:

10.2.1 be present at the re-testing of any relevant Punch List Item(s); and

10.2.2 comply with its obligations under the provisions of Section 12.6

(Determination) of the Concession Agreement in relation to such Punch

List Item(s).

10.3 Following a re-test of any relevant Punch List Item(s), where such Punch List

Item(s) are assessed by the Independent Consultant as:

10.3.1 having been rectified, the Independent Consultant shall comply with the

provisions of paragraph 13 of this Schedule; and

10.3.2 subject to Section 12.12 (Failure to rectify defects) of the Concession

Agreement, not having been rectified, the Independent Consultant shall

comply with the provisions of paragraph 11.2 of this Schedule.

11. Rejection of Commissioning and Acceptance Test

11.1 The Independent Consultant may reject a Commissioning and Acceptance Test.

In doing so the Independent Consultant shall provide the Relevant Parties with

an Independent Consultant Failure Report specifying the detail contemplated in

Sections 12.13.c (Rejection) of the Concession Agreement.

11.2 Once notified by the Concessionaire that the requirements of Sections 12.13

(Rejection) of the Concession Agreement have been met, the Independent

Consultant shall observe the requirements of paragraph 10 of this Schedule.

12. Full Acceptance

12.1 The Independent Consultant shall issue a Final Acceptance Certificate for the

Works to the Concessionaire as contemplated in Section 12.7 (Full acceptance) of

the Concession Agreement.

13 Termination

On a termination of the Concession Agreement the Independent Consultant shall

provide such assistance as is within its power to the Expert to determine the

sums payable upon the termination pursuant to Schedule 8 to the Concession

Agreement including the certification to the Expert of the values of “WIP” and

“Concessionaire Capex” (each defined in Schedule 8 and shall confirm the

absence of double counting in the valuations thereof).

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SCHEDULE 2

IC FEE

1. The fee for the IC Services is [__] Philippine Pesos (PhP [__]) (the "Fee").

1.1 The Fee shall be paid in the following manner.

1.2 Following the issue of the notice to proceed, the Independent Consultant shall receive the fee in accordance with the following payment schedule;

Month Fee PhP Estimated Total Man-hours

[insert Year]

[insert Month] [insert Month No.]

[insert amount]

[insert hours]

[insert Year]

[insert Month] [insert Month No.]

[insert amount]

[insert hours]

2. Expenses

The Fee is inclusive of reasonable expenses incurred in association with the performance of the IC Services or the Varied IC Services (travel, accommodation, subsistence, and communications).

3. Hourly Rates for Calculating Increase in Fee for Varied IC Services

3.1 The rates to be used as the reference point for calculating any increase in the Fee for Varied IC Services are as follows:

Staff Title‡ Staff Hourly Rates (PhP)

Project Director [insert amount]

Project Manager [insert amount]

Senior Technical Specialist [insert amount]

Independent Consultant [insert amount]

‡ NOTE: To be adjusted once IC procurement complete.

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General Technical Adviser [insert amount]

Technical Assistant [insert amount]

3.2 The rates quoted are exclusive of [insert reference to relevant Philippine tax(es) as relevant] [and are subject to amendment annually on the 1st of January each year (commencing 1st January [insert year]) to account for inflation. Adjustments shall be based on [insert appropriate reference] index + [insert]%.]

3.3 If the Fee is increased reasonable expenses associated with the work performed for the increased Fee (travel accommodation, subsistence and communications) shall be reimbursed.

192

SCHEDULE 17: REPORTS

Part 1: Form of Report on Financial Information

In accordance with the provisions of Section 19 (Inspection and Monitoring) of this

Concession Agreement, but without prejudice to the Concessionaire’s other obligations

therein, for each year beginning from the Signing Date until the Transfer Date (or, if

earlier, the Termination Date), including the last period which may be shorter than one

year, the Concessionaire shall report to the Grantor the Leverage Ratio at the end of

financial year

Source of Finance Amount (PhP million)

Equity

Debt

Leverage Ratio in percentage

((Debt) / (Debt + Equity) x 100

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Part 2: Form of Report on Works



therein, for each month beginning from the Completion Date until the Transfer Date (or,

if earlier, the Termination Date) including the last period which may be shorter than

one month, the Concessionaire shall report to the Grantor on the progress of the Works

and the actual costs incurred for implementation the Project (the “Report on Works”).

This Report on Works aims to capture actual costs incurred by the Concessionaire in

implementing the Project, including any Works carried out and paid for by the

Concessionaire that are attributable to a variation of terms, and any repair or

reconstruction work covered under the FM Restitution Amount for damage caused by a

Force Majeure Event.

Such Report on Works shall comply with but not be limited to the following structure:

As of [end of month].

1. EXECUTIVE SUMMARY

2. SITE MANAGEMENT

2.1 Key Staff and Changes

2.2 Plant and Equipment

2.3 Subcontracts

2.4 Security

3. RELEVANT CONSENTS, PERMITS AND APPROVALS

4. PROGRESS AGAINST WORKS TIMETABLE

4.1 Detailed Design

4.2 Works

4.3 Look Forward (next contract month)

4.4 Difficulties encountered

4.5 Compliance with Works Timetable and Delays expected (including

reasons thereof)

Note: The Concessionaire should provide a narrative report (including but not

limited to): (i) the progress which had been made and is likely to be made in

carrying out of the Detailed Design and the Works, including a comparison

between its original Design Submittals Schedule and Works Timetable and the

actual progress; (ii) details and extent of difficulties encountered; (iii) the

194

likelihood the original letter Design Submittals Schedule and Works Timetable

not being met, Delays and mitigation actions; and (iv) other matters material to

the approved Detailed Design; MPSS; and other provisions of the Concession

Agreement.

5. HEALTH, SAFETY AND ENVIRONMENT

5.1 Details of Works' accidents, near misses, serious injuries and/or

fatalities

5.2 Environmental incidents (spills/noise/damage)

5.3 Details of claims and or actions relating to the Works

5.4 Outputs from the Concessionaire's measurement of the Environmental

Impact Plan (to include compliances, non-compliances and mitigation

works)

5.5 Other material items (including, without limitation, training, etc.)

5.6 Outcome of activities identified in the E&S Management and Monitoring

Plans demonstrating their measurement and effectiveness.

6. FINANCIAL INFORMATION SUMMARY TABLE

Note: The information in the following table constitutes a minimum indicative

list. It is without prejudice to the Concessionaire's financial reporting

obligations within this Concession Agreement specifically those at Section

21.2.a (Financial information).

Figures in this report may differ from accepted accounting principles in

relation to, among others, capitalized expenses.

6.1 Total development cost incurred since the Signing Date*

Total Actual

Cost

Portion Financed by

Equity

Portion Financed by

Debt

Bid preparation expense

Actual expenses incurred after Signing Date

Construction supervision

Project management cost

Insurance cost

Independent

195

Total Actual

Cost

Portion Financed by

Equity

Portion Financed by

Debt

Consultant

Other costs**

Total

* Subject to there being no double counting of costs provided under

different classifications and with costs provided under Section

A.6.2 of this Schedule 17: Reports

** Enumerate/describe other costs. Break down any amounts in

excess of ten percent (10%) of total expenses for the period.

6.2 Total construction cost incurred since the Signing Date

The following table covers the as-built cost of executing Works for the

Project and other capital works in progress or completed and paid for

by the Concessionaire (except for costs attributable to the Commercial

Assets), as certified by the Independent Consultant, including:

any works carried out and paid for by the Concessionaire that are

attributable to a variation of terms excluding portions which have

been compensated through direct payment from Grantor (non-

compensated portion abbreviated as "NGC"), and

any repair or reconstruction work covered under the FM Restitution

Amount for damage caused by a Force Majeure Event excluding any

amount for which the Concessionaire has been compensated in cash

in accordance with the Concession Agreement (non-compensated

portion abbreviated as "NFR").

196

Total as-built

construction cost

Portion attributable

to NGC

Portion attributable

to NFR

Amount Amortized

Works related to ITS terminal

Total

197

Portion of each value above that is financed by Equity and Debt:

Total as-built

construction cost Portion attributable to

NGC Portion attributable to

NFR

Equity Debt Equity Debt Equity Debt


Total

6.3 Estimated Cost to Completion

The following table covers estimated cost to completion for completing Works for the

Project to be paid by the Concessionaire (except for costs attributable to the

Commercial Assets), as certified by the Independent Consultant

Estimated cost to

completion Portion to be

financed by equity Portion to be

financed by debt


Total

7. MANAGEMENT SYSTEMS

7.1 Relevant Activities relating to the Detailed Design and the Works

7.1.1 General

7.1.2 Expected effect on Concessionaire's performance

7.1.3 Plan for risk identification and management

7.2 Procedures

7.3 Non Conformances

7.4 Corrective Actions

7.5 Audits

7.6 Details of any Disputes

8. COMMISSIONING AND ACCEPTANCE

8.1 Progress against Commissioning and Acceptance Program

8.2 Issues arising and mitigation

198

8.3 Information on Punch List Items

9. OTHER INFORMATION, ADVICE AND ASSISTANCE

Note: The Concessionaire shall provide all necessary information relating to

the Detailed Design and the Works in accordance with its obligations as set out

at Section 21.4 (Other Information, Advice and Assistance) and elsewhere within

this Concession Agreement.

199

Part 3: Form of Report on Completion of Construction



therein, on completion of Works for the Project and prior to the issuance of Acceptance

Certificate by Independent Consultant or Grantor in accordance with this Concession

Agreement, the Concessionaire shall submit to the Grantor, following information:

1. EXECUTIVE SUMMARY

2. WORK COMPLETION TIMELINES

2.1 Planned duration for completion of Works

Component Planned duration for completion of

Works

ITS Terminal

Access Road

Commercial Assets

2.2 Actual duration for completion of Works

Component Actual duration for

completion of Works Reasons for Delay

ITS Terminal

Access Road

Commercial Assets

3. FINANCIAL DATA PERTAINING TO WORKS

3.1 Cost of Works

Component Total Cost (PhP million) Liquidated Damages

levied, if any (PhP million)

ITS Terminal

Access Road

Commercial Assets

200

3.2 Per unit cost of Construction

Component Total Cost (PhP

million) Area constructed

Per unit cost of Construction

ITS Terminal

Access Road

Commercial Assets

201

Part 4: Form of Report on Operations and Maintenance



therein, for the three-month periods from the Completion Date to the Transfer Date (or,

if earlier, the Termination Date), the Concessionaire shall report to the Grantor on the

Operations and Maintenance of the ITS Terminal (the "Report on Operations and

Maintenance") provided that each discrete three (3) month period shall be reckoned

from the Signing Date such that the initial discrete three (3) month period reported may

be less than three-months.

Such Report on Operations and Maintenance shall comply with but not be limited to the

following structure:

For the three month period beginning _______ and ending _____________.

1. FINANCIAL DATA PERTAINING TO O&M

Note: The information in the following table constitutes a minimum indicative

list. It is without prejudice to the Concessionaire's financial reporting obligations

within this Concession Agreement (in relation to the Operations and

Maintenance of the ITS Terminal) specifically those at Section 21.2.a (Financial

Information).

Figures in this report may differ from accepted accounting principles in relation

to, among others: capitalized expenses and shareholder loans.

1.1 Information on Current Assets, Liabilities, and Equity

Current Assets

Incremental amount

(during the three-month

period)

Value as of end of

reported three-month

period*

Cash on hand

Other liquid assets (any deposit, money market, reserve or securities accounts maintained with any bank or financial institution)

Accounts Receivable

Inventories – construction materials

Insurance proceeds receivable

202

Other current assets (enumerate/describe)

Sub-total

Liabilities

Current Liabilities

Accounts payable

Liquidated Damages payable

Other payables

Other current liabilities (enumerate/describe)

Sub-total

Noncurrent Liabilities

Long-term debt

Other debt/non-current liabilities (enumerate/describe)

Sub-total

Total Liabilities

Equity

Paid-in capital

Retained earnings

Subordinated shareholder's loans/advances

Other equity (enumerate/describe)

Sub-total

1.2 Information on operating cash flow*

Revenues during the three-month period

Terminal Fee

Commercial Revenue

Other revenues (enumerate/describe)

Gross Revenue

203

Cash operating expenses

Expenses related to the Operation and Maintenance of Concessionaire O&M Facilities

O&M expenses

Salary cost

Utilities expenses

Supplies expenses

Insurance

Other service contracts**

Maintenance services

Security services

Other services***

Taxes

General and administrative expenses

Other cash expenses***

Sub-total

Expenses related to generation of Commercial Revenue during the three-month period ***

Other cash expenses during the three-month period ***

Sub-total

* If not consistent with financial information reported under Section

21.2.a (Financial Information) of the Concession Agreement, a

section should be included in this report showing the reconciliation

of the figures provided

** In case of service and maintenance contracts encompassing the

Project Assets including the Commercial Assets, the amounts

provided shall be exclusive of expenses related to the latter.

*** Please break down any amounts in excess of ten percent (10%) of

total expenses for the period.

204

1.3 Information on equity cash flow (value during the three-month

period)

Attribu

table

to ITS

Termi

nal

Attribu

table

to

Comm

ercial

Assets*

Net Income **

Depreciation/Amortization and other non-cash items**

Net Increases in Working Capital items such as Accounts

Receivable and Accounts Payable**

Capital expenditures

Principal repayments (actual scheduled repayments on Debt

outstanding under the Finance Documents excluding

subordinated Loans from Affiliates)

Amounts required to be deposited into reserve accounts, if

required by any of the following:

T

he Financing Documents

T

his Concession Agreement

T

he Concessionaire's corporate policy

Amounts required by restrictions imposed by Legal Requirements

or regulations

Amounts of cash that IC would deem reasonable to support daily

operations and working capital requirements

Amounts released from reserve accounts, if and as required by

T

he Financing Documents

T

his Concession Agreement

T

he Concessionaire's corporate policy

R

estrictions imposed by Legal Requirements or

205

Attribu

table

to ITS

Termi

nal

Attribu

table

to

Comm

ercial

Assets*

regulations

Withholding taxes and other deductions on dividends and

payments in respect of loans from Affiliates

If any:

New equity expected to be contributed after Termination Date

Draw downs in respect of subordinated loan from Affiliates

expected after Termination Date

New draw downs expected after Termination Date under the

Finance Documents

Principal repayments on any new draw downs on loans expected

after Termination Date

Interest payments on any draw downs on loans under Finance

Documents expected after termination date

* Subject to there being no double counting of amounts.

** Should be consistent with Financial Information reported pursuant

to Section 21.2.a (Financial Information) of the Concession

Agreement; otherwise, a section should be included in this report

showing the reconciliation of the figures provided

2. OPERATION AND MAINTENANCE STATISTICS

The Report on Operations and Maintenance shall provide following information:

a. Report on

information on traffic statistics (as described in Annex-1 to Part 4 of this

Schedule 17 to the Concession Agreement):

i. Total

number of arriving and departing PUVs (including provincial buses,

Metro Manila buses, public utility jeepneys, AUVs/FXs/megataxis,

taxis, etc) on all Business Days and non-Business Days

ii. Total

number of arriving and departing PUVs (including provincial buses,

206

Metro Manila buses, public utility jeepneys, AUVs/FXs/megataxis,

taxis, etc) during their respective peak hour

b. Report on information on operating performance:

i. Number of service complaints received

ii. Average length of time required for embarkation of a provincial bus

iii. Average length of time required for disembarkation of a provincial

bus

iv. Average number of Peak Hour Passengers (Separately for arrivals and

Departures)

v. Average number of Peak Hour Passengers per square meter of ITS

terminal passenger concourse space

vi. Average number of Passengers per employee

vii. Description of any unforeseen occurrences, accidents, injuries,

damages or Losses

viii. Description of nature and duration of any disruptions or suspensions

of Operation and Maintenance of the ITS Terminal or part thereof

ix. Descriptions of nature and duration of any closures of the ITS

Terminal or part thereof

x. Record on non-payers of terminal fees i.e. record of those

instances/cases where any driver/operator of a provincial bus or metro

manila bus or public utility jeepney or AUV/FX/megataxi or taxi is non-

compliant in paying the Terminal Fee.

3. KEY PERFORMANCE INDICATORS

The Report on Operations and Maintenance shall include following

reports/information on measurement of performance standards:

3.1 Complaint register as per the format provided at Annex-2 to Part 4 of this

Schedule 17 to the Concession Agreement

3.2 Preventive and periodic maintenance register as per the format provided

at Annex-3 to Part 4 of this Schedule 17 to the Concession Agreement

3.3 Major maintenance register as per the format provided at Annex-4 to Part

4 of this Schedule 17 to the Concession Agreement

3.4 Report on Inspection of buildings, services and maintenance undertaken

by the Concessionaire. The format for the report is provided at Annex-5

to Part 4 of this Schedule 17 to the Concession Agreement

3.5 Details of non-compliance with performance parameters

207

3.6 KPI Charges

4. HEALTH AND SAFETY

4.1 Details of accidents, dragging, near misses, serious injuries and/or

fatalities during Operations and Maintenance of the ITS Terminal

4.2 Details of claims and or actions relating to the ITS Terminal

4.3 Other material information (including, without limitation, training, etc.)

5. OTHER INFORMATION, ADVICE AND ASSISTANCE

Note: The Concessionaire shall provide all necessary information relating to

Operations and Maintenance of Concessionaire O&M Facilities in accordance

with its obligations as set out at Section 21.4 (Other Information, Advice and

Assistance) and elsewhere within this Concession Agreement.

208

Annex 1: Traffic report

The Concessionaire shall maintain exit log registers for all PUVs (including provincial

buses, Metro Manila buses, public utility jeepneys, AUVs/FXs/megataxis, taxis, etc) and

maintain the daily traffic information in the format given below. The log registers shall

be supported with CCTV footage. Based on the information collected daily, the

Concessionaire shall submit quarterly traffic report indicating:

Total number of arriving and departing PUVs on all Business Days and non-

Business Days

Total number of arriving and departing PUVs during their respective peak hour

Format for daily PUV movement register

Sl. No. Registration number Time of exit

209

Annex 2: Complaint register

The Concessionaire should maintain a routine maintenance register to record day-to-

day complaints of the occupants/ users of the ITS Terminal like the Concessionaire’s

maintenance staff, shopkeepers, Grantor staff and the complaints filed by the

commuters/ passengers. The Concessionaire shall maintain a public relations office at a

convenient location, to be approved by the Grantor and keep it open to public access

during planned operational hours of the ITS Terminal. At such office, the Concessionaire

shall open and maintain a Complaint register for recording of complaints by any person.

The availability and access to such office and the complaint register shall be

prominently displayed by the Concessionaire at the passenger entry & exit points of ITS

Terminal building so as to bring it to the attention of all persons who are exiting and

entering the ITS Terminal. Also the Concessionaire has to put sufficient number of

complaint and suggestion boxes in the passenger circulation areas so that the

passengers/ commuters can drop their complaints and suggestion at any point of time.

All the complaints and suggestion from these boxes will be listed down in the complaint

register.

The complaint register shall be securely bound and kept in proper custody at the public

relations office. Each page of the register shall be duly numbered and each complaint

recorded therein shall also be duly numbered. Soon after a complaint is registered the

complainant shall be given a receipt stating the date and complaint number, which the

complainant may refer to in subsequent correspondence or claim. The complaints

register shall have appropriate columns including but not limited to complaint number

and date, name and address of the complainant and the action taken by the

Concessionaire thereon and reporting to the Complainant.

The Concessionaire shall inspect the complaints register two times a day, one in the

morning and one in the afternoon, and take prompt steps for redress of the grievances

stated in each complaint. The action so taken by the Concessionaire shall be briefly

noted in the “Action Taken” column of the complaint register.

A suitable format for the complaint register is given below. The Concessionaire shall

send a copy of the complaints register to the Grantor. If the grantor finds that the

complaint is not being redressed properly then the Grantor may in its discretion direct

the Concessionaire to take such further reasonable action, as the Grantor may deem

appropriate for a fair redressal of any grievance.

210

Format for complaint register C

om

pla

int

nu

mb

er

Da

te

Na

me

of

com

pla

ina

nt

an

d

ad

dre

ss

De

scri

pti

on

of

com

pla

ints

/

sug

ge

stio

n

Lo

cati

on

of

com

pla

ints

Act

ion

ta

ke

n i

n r

esp

ect

of

com

pla

int

an

d s

ign

atu

re o

f su

pe

rvis

or

Inti

ma

tio

n o

f co

mp

lia

nce

if

sen

t to

co

mp

lain

an

t

Re

ma

rks

211

Annex 3: Periodic and preventive maintenance register

The Concessionaire should maintain a preventive/ periodic maintenance register, which

should have the details of all preventive/ periodic maintenance works. An index should

be prepared at the beginning of register where various preventive/ periodic

maintenance works should be listed along with the page numbers of their details. Some

pages should be allotted in register for each preventive maintenance work. A format for

preventive/ periodic maintenance register is given below. The Concessionaire shall

submit the register/ report to the Grantor for each three month period as described in

Part 4 of this Schedule 17 (Reports) of the Concession Agreement. The Concessionaire

shall submit a blank report to the Grantor if no major work has been undertaken during

the aforesaid period.

Format for periodic and preventive maintenance register

SI. No.

Periodic maintenance activities

Page number

Period of execution

(Start date – finish date)

Cost in PhP

Next Due on

Remarks

1. Repainting of traffic markings etc.

2. Repainting of Project Assets and all other structures

3. Repainting of carpentry work like joinery, doors, windows, ventilators, wooden furniture etc in the offices, cabins, booths etc.

4. Painting external surface with water proofing cement paint

5. Cleaning and disinfecting of water storage/ distribution tanks, water mains

6. Cleaning of manholes/ gully chambers/ inspection chambers

212

SI. No.


Page number

Period of execution


Cost in PhP

Next Due on

Remarks

and flushing of building sewers

7. Painting steel water tanks inside with bitumastic Paint

8. Polishing wooden doors/windows with spirit polish/ polish/ synthetic acrylic polish

9. Replacement of glass or other fixtures of Passenger Concourse

10. Collection of water samples for physical chemical and bacteriological analysis of water

11. Painting of external steel structures

12. Painting of all pipes above the ground level

13. Painting of cooler window frames and grills, if any

14. Inspection of Roof and check for any leakage: Roof insulation, if any

15. Mechanical Equipments for fire fighting and HVAC System

16. Inspection of Elevators and Escalation

17. Roof Inspection, Internal Electrical Services and installation, fire detection and fire alarm

213

SI. No.


Page number

Period of execution


Cost in PhP

Next Due on

Remarks

system

18. Exterior coatings (water proofing) on walls, Internal Plumbing and sanitary system

19. Estate Services viz water supply, sewerage and solid waste

20. Water proofing of interior walls and interior ceilings, electrical sub-station and campus lighting

21. Security System

22. Computerized Terminal Fee collection system

23. HVAC System: All components

24. Landscaping and horticulture works

25. Any other components

214

Annex 4: Major maintenance register

This register should have details of special repairs done in the ITS Terminal. Prior

approval from Grantor must be taken before taking any major work and a copy of

written approval must be attached with the page in which the recordings of the works

are taking place. Some pages should be allotted in register for each major maintenance

work. A format for the major maintenance register is given below. The Concessionaire

shall send a copy of this register to the Grantor. The Concessionaire shall submit the

register/ report to the Grantor for each three month period as described in Part 4 of this

Schedule 17 (Reports) of the Concession Agreement. The Concessionaire shall submit a

blank report to the Grantor if no major work has been undertaken during the aforesaid

period.

Format for Major maintenance register

SI.

No

.

Na

me

of

wo

rk

Pa

ge

nu

mb

er

Bu

ild

ing

/ l

oca

tio

n

Pe

rio

d o

f e

xe

cuti

on

Co

st/

Un

it

To

tal

cost

in

Ph

P

Re

ma

rks

215

Annex 5: Report on inspection of buildings, services and maintenance undertaken

The Concessionaire should prepare a register in which close inspections on a monthly

basis of ITS Terminal and maintenance undertaken should be jotted down. A format for

same is given below. The Concessionaire shall submit the report to the Grantor for each

three month period as described in Part 4 of this Schedule 17 (Reports) of the


Schedule for inspection of buildings, services and maintenance undertaken

Date of Last Inspection : ________________________________

Date of Present Inspection : ________________________________

Sl. No.

Item Location Status Action needed

Action taken/

remarks

1. Walls

1.1 Cracks

1.2 Repair to Plaster

1.3 Repair to brick work

1.4 Dampness

2. Floors

2.1 Cracks

2.2 Settlement/ Depressions

2.3 Slopes

2.4 Skirting dado cracks

2.5 Repolishing

3. Doors, windows, ventilators & cupboards

3.1 Glass panes broken

3.2 Panels in shutters broken

3.3 Panels fit improperly

216

Sl. No.


Action taken/

remarks

3.4 Improper/ missing Fittings

3.4.01 Hinges

3.4.02 Handles

3.4.03 Barrel Bolts

3.4.04 Closers

3.4.05 Floor door stopper

3.4.06 Knobs

3.4.07 Cleats

3.4.08 Hooks & Eyes

3.4.09 Curtain rods

3.4.10 Stays

4. Roofs

4.01 Leakages/ Damp patches

4.02 Waterproofing treatment

4.03 Parapets, coping

4.04 Reglets

4.05 Bricks drip course

4.06 Top layer of tiles

4.07 Roof Insulation

5. Water supply & sanitary fittings

5.01 Leakages in pipe joints

5.02 Functioning of washers

5.03 Functioning of traps in Fittings

5.04 Functioning of floor traps

5.05 Functioning of overhead/ low level

217

Sl. No.


Action taken/

remarks

cistern

5.06 Air locking

5.07 Condition of overhead Tank

5.08 Cleaning of overhead Tank

5.09 Cracks and leakages in Fittings

5.10 Fittings

5.10.1 Wash basin

5.10.2 Soap container

5.10.3 Mirror

5.10.4 Glass self

5.10.5 Towel rail

5.10.6 Hangers

5.10.7 Sinks

5.10.8 Taps

5.10.9 Showers, if any

5.10.10 Cisterns

5.10.11 Ball valves

5.10.12 Seat cover

6. External services

6.1 Manhole Covers

6.2 Covers to gully traps

6.3 Cleaning of manholes

6.4 Plinth protection

6.5 Cleaning of storm water Drain

6.6 Approach roads

218

Sl. No.


Action taken/

remarks

6.7 Service lanes

7. Finishing

7.1 Distemper/ Cement based Point

(a) When was it done last?

(b) When is it due?

(c) Existing Condition

7.2 Painting

(a) When was it done last?

(b) Existing conditions

(c) When is it due?

8. Common area

8.1 Railing to staircase

8.2 Staircase steps

8.3 Staircase nosing

8.4 Shafts

9. Electrical

9.1 Electrical rooms and electrical equipments in public areas

9.2 Cable and Wire

9.3 Electric meter

9.4 Light fittings, includes fluorescent, high and or low pressure sodium, mercury vapour and normal bulbs

9.5 Switchgear, motor control centre and circuit breaker panels

9.6 Other electrical equipment like switches, receptacles, wiring, conduit, junction boxes, lighting protection etc.

9.7. Neon Board, information signages and displays boards

219

Sl. No.


Action taken/

remarks

9.8 Public Address system

9.9 Earthing system

9.10 Fire detection and Fire alarm system

9.11 Area lighting; including Poles, Cables, controls of fixtures

9.12 Electric Sub-station

9.13 Diesel Generating Set/s

10. Miscellaneous

10.1 Telecommunication and networking system

10.2 Computerized Terminal Fee collection system

10.3 Barriers

11. Air conditioning (HVAC) System

11.1 Chillers and pumps

11.2 Cooling Towers

11.3 AHUs, dampers and Filters

11.4 Ducting, Dampers and Filters

11.5 Electrical Control Panel

11.6 Fan Coil Units and Control

11.7 Blowers

11.8 Air-Conditioning Condenser Units (ACCUs)

12. Fire fighting system

12.1 Pumps (Electrical and Diesel)

12.2 Wet Riser mains

12.3 Sprinkler System

220

Sl. No.


Action taken/

remarks

12.4 Control Panels

13. Elevators & escalator

13.1 Mechanical Equipment

13.2 Electrical Control

14. Computerized Terminal Fee collection system

15. Security system

16. Landscaping & horticultural works

221

SCHEDULE 18: FORM OF ACKNOWLEDGEMENT AND CONSENT

AGREEMENT

WITNESS THAT: This Acknowledgement and Consent Agreement entered into this

[__] day of [__], in [__], by and between:

(1) The GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES, acting through

its DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS,

hereinafter referred to as the "DOTC" with its office address at The Columbia

Tower, Barangay Wack-Wack, Ortigas Avenue, Mandaluyong City, Metro Manila,

Philippines, represented herein by its Secretary, Joseph Aguinaldo Abaya, and

hereinafter referred to as the “Grantor”;

(2) [__], a corporation duly organized and existing under and by virtue of the laws of

the Republic of the Philippines with office address at [__], represented herein by

its President/Chief Executive Officer [__], and hereinafter referred to as the

"Concessionaire"; and

(3) [__], a corporation duly organized and existing under and by virtue of the laws of [__] acting as [agent/trustee] for and on behalf of the Finance Parties, with office address at [__], represented herein by [__], and hereinafter referred to as the "Finance Parties Agent"

WHEREAS, the Grantor has on [__], 201[ ] entered into a Concession Agreement (the

"Concession Agreement") with the Concessionaire pursuant to which the

Concessionaire was awarded the concession to undertake the Project;

WHEREAS, the Concessionaire has entered into the Finance Documents with the

Finance Parties for the purpose of raising debt finance so as to enable it to undertake

the Project;

WHEREAS, pursuant to the Finance Documents, the Finance Parties' Agent has been

appointed to represent the Finance Parties;

WHEREAS, pursuant to the Finance Documents, the Concessionaire has granted a

Security Interest over its rights under the Concession Agreement in favour of the

Finance Parties' Agent; and

WHEREAS, the Grantor is satisfied that this grant of a Security Interest is permitted by the Concession Agreement and has agreed to enter into this Acknowledgment and Consent Agreement for the purpose of acknowledging and consenting to the Finance Parties' Permitted Security Interest over the rights of the Concessionaire under the

222

Concession Agreement and for certain other purposes. NOW THEREFORE, for and in consideration of these premises and the mutual

commitments, obligations and undertakings hereunder, the Parties have agreed as

follows:

1. DEFINITIONS AND RULES OF INTERPRETATION

1.1 Definitions

In this Acknowledgement and Consent Agreement, capitalized words and

expressions defined in the Concession Agreement have the meanings given

therein and each of the following terms has the meaning stated below, unless its

context as used in this Acknowledgement and Consent Agreement clearly

indicates otherwise:

1.2 Rules of Interpretation

The rules of interpretation set out in Sections 1.2.a to 1.2.m (inclusive) of the

Concession Agreement shall apply to this Acknowledgement and Consent

Agreement as if they were set out herein in full.

2. ACKNOWLEDGEMENT AND CONSENT

2.1 Acknowledgement and Consent

The Grantor hereby:

2.1.1 acknowledges the assignment of the Concessionaire's rights under the

Concession Agreement (the "Assigned Document") created by [identify

document];

2.1.2 consents to (1) the assignment of the Concessionaire’s rights under the

Assigned Document created by [identify document] and (2) the creation

of a security interest over the Equity Interests in the Concessionaire

created by [identify document], in each case in accordance with the

Concession Agreement; and

2.1.3 confirms that both such Security Interests so granted constitute

Permitted Security Interests for the purpose of the Concession

Agreement.

2.2 No other Assignment

The Grantor confirms that it has not received any other notice from the

Concessionaire of its assignment of any of its rights under the Assigned

Document to any other person.

2.3 Payments

The Grantor agrees to make (1) any Grantor Balancing Payments and (2) any

other payments required to be made by it pursuant to the Concession Agreement

223

to such Peso denominated account of the Concessionaire in the Philippines as

notified from time to time by the Finance Parties Agent to the Grantor.

3. RIGHTS OF FINANCE PARTIES

3.1 Enforcement of Security

The Grantor confirms that on the occurrence of an event of default (however

described) under the Finance Documents, the Finance Parties may wish to

enforce their security over the Concession Agreement. To that purpose the

Grantor confirms that:

3.1.1 it shall not object to the enforcement of security by the Finance Parties

Agent on behalf of the Finance Parties;

3.1.2 that if the Finance Parties' Agent gives a notice that it will enforce security

(an "Enforcement Notice"), the following provisions shall apply:

3.1.2.1 no later than ninety (90) days after the date of the Enforcement Notice, the Finance Parties' Agent must send a "Step-in Notice" to the Grantor indicating that the Finance Parties' Agent itself or a person acting on its behalf (each an "Additional Obligor") will, from the date of the Step-in Notice attempt to carry out the Concession along with the Concessionaire and the Grantor shall, subject to applicable Legal Requirements, accept performance from the Additional Obligor;

3.1.2.2 at any point after the date of the Enforcement Notice the Grantor shall, if requested in writing by the Finance Parties' Agent, provide, no later than thirty (30) days after the date of the Finance Parties Agent's request, a statement as to the amount of any amounts owed by the Concessionaire to the Grantor under the Concession Agreement and of any outstanding breaches by the Concessionaire of the Concession Agreement. The Grantor shall use reasonable care in compiling such statement but it shall not be conclusive; and

3.1.2.3 following the issuance of a Step-in Notice the Finance Parties Agent shall have a period extending to two hundred and seventy (270) days after the date of the Enforcement Notice to nominate a Substitute Concessionaire to assume the Concessionaire's rights and obligations under the Concession Agreement. The provisions of Section 27.3 (Finance Parties' Step-in Rights) of the Concession Agreement shall apply to the appointment of such Substitute Concessionaire as if they were set out herein in full.

3.2 Rights Unaffected

Nothing in this Section 3 shall in any way affect or modify the rights of the

Grantor under Section 27 (Default and Termination) or 28 (Grantor Emergency

Right) of the Concession Agreement.

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4. TERMINATION OF THE CONCESSION AGREEMENT

4.1 Rights of Finance Parties' Agent

The Grantor hereby confirms that the provisions of Section 27.3 (Finance Parties'

Step-in Rights) of the Concession Agreement are intended to benefit the Finance

Parties and may be directly enforced by the Finance Parties' Agent as if it were a

party to the Concession Agreement.

4.2 Exception

The Parties confirm that the rights of the Finance Parties' Agent under Section

27.3 of the Concession Agreement and Section 4.1 of this Acknowledgement and

Consent Agreement shall not apply in the case of a Concessionaire Event of

Default under Section 27.1.a(7) of the Concession Agreement (because in that

case the Finance Parties' Agent may exercise its rights under Section 3 of this

Acknowledgment and Consent Agreement).

5. NATURE OF OBLIGATIONS

5.1 Rights of Finance Parties' Agent

The Grantor confirms that neither the Finance Parties' Agent nor any Finance

Party (save to the extent that the Finance Parties' Agent or a Finance Party is an

Additional Obligor or Substitute Concessionaire) shall have any obligations

under the Concession Agreement.

5.2 Rights of Grantor

All Parties hereby confirm and agree that:

5.2.1 nothing in this Acknowledgement and Consent Agreement shall constitute

any guarantee (express or implied) by the Grantor in respect of the

Concessionaire's indebtedness under the Finance Documents; and

5.2.2 nothing in this Acknowledgement and Consent Agreement shall in any

way vary or increase any of the obligations and liabilities or reduce the

rights of the Grantor under the Concession Agreement.

5.3 Termination

5.3.1 Upon the discharge to the satisfaction of the Finance Parties Agent of all

liabilities of the Concessionaire to the Finance Parties under the Finance

Documents, the Finance Parties' Agent shall given written notice thereof

to the Grantor and this Acknowledgement and Consent Agreement shall

terminate forthwith upon the date of such discharge.

5.3.2 This Acknowledgement and Consent Agreement may only be terminated

as set out in Section 5.3.1 above.

5.3.3 A termination of this Acknowledgement and Consent Agreement is

without prejudice to the accrued rights and liabilities of the Parties.

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6. REPRESENTATIONS AND WARRANTIES

The Grantor hereby represents and warrants the following to the Finance

Parties' Agent:

6.1 Power and Authority

The Grantor has all the requisite legal power, authority and right to execute and

deliver this Acknowledgement and Consent Agreement and to perform its

obligations under this Acknowledgement and Consent Agreement.

6.2 Due Execution

The Grantor has taken all appropriate legal and/or other actions required and/or

appropriate to authorize the execution, delivery, and performance of this

Acknowledgement and Consent Agreement.

6.3 Obligations Binding

This Acknowledgement and Consent Agreement constitutes the legal, valid,

direct and binding obligations of the Grantor, enforceable against the Grantor in

accordance with the terms of this Acknowledgement and Consent Agreement,

save as enforceability may be limited by applicable bankruptcy, insolvency,

moratorium or similar laws affecting the rights of creditors generally and by

general principles of equity. This Acknowledgement and Consent Agreement is

in satisfactory and proper legal form under the laws of the Republic of the

Philippines.

6.4 Sovereign Immunity

The Grantor hereby irrevocably waives and agrees not to claim (to the fullest

extent permitted under Legal Requirements) any immunity to which it or its

property may, at any time be or become entitled to, from any legal action, suit or

proceeding in any jurisdiction including sovereign immunity, immunity from

service of process, immunity from jurisdiction of any court, tribunal or arbitral

body, and any immunity of any of its property from attachment prior to

judgment or arbitral award or from execution of a judgment or arbitral award,

except in respect of the following, in respect of which the Grantor does not waive

any immunity:

a. in respect of assets which are (i) used by a diplomatic or consular

mission of the Republic of the Philippines, (ii) of a military character

and under the control of a military authority or defence agency of the

Republic of the Philippines and (iii) located in the Philippines and

dedicated to a public or governmental use (as distinguished from

patrimonial assets or assets dedicated to commercial use); or

b. in respect of special accounts with banks outside the Republic of the

Philippines which are established pursuant to binding agreements

between the Republic of the Philippines and its lenders, are

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administered by paying agents, and are pledged and used solely to

service the Republic of the Philippines' external debt to such lenders.

6.5 Assignment

The Concessionaire may assign any of its rights or obligations under this

Acknowledgement and Consent Agreement, in whole or in part, without need of

approval from the Grantor provided that the Concessionaire shall give a written

notice to the Grantor prior to the assignment.

The Grantor may only assign its rights and obligations under this

Acknowledgement and Consent Agreement to a person to whom its rights and

obligations under the Concession Agreement are transferred in compliance

therewith.

The Finance Parties Agent may assign all of its rights and obligations under this

Acknowledgement and Consent Agreement to a successor agent for the Finance

Parties and such assignment shall become effective upon notice of such

assignment being given to the Grantor.

6.6 Modification and Amendment

This Concession Agreement shall not be modified, amended or varied in any

manner unless such modification, amendment or variation is in writing and

executed by the Parties and approved in accordance with all Relevant Rules and

Procedures.

6.7 Notices

Any notice or communication required or permitted in, or otherwise issued in

connection with, this Acknowledgement and Consent Agreement shall be in

writing and shall be delivered personally, transmitted by facsimile, or scanned

and sent by electronic mail, or sent by registered, postage prepaid mail to the

following:

The Grantor:

The Concessionaire:

The Finance Parties' Agent:

Any such notice or communication shall be deemed given when so delivered

personally to, or if transmitted by facsimile or sent by electronic mail or sent by

registered mail, upon its receipt, in the respective addresses of the Parties.

6.8 Waiver

No waiver of any of the terms or provisions of this Acknowledgement and

Consent Agreement shall be valid unless made in writing and signed by the

Parties.

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The waiver by any Party of any breach of any provision of this Acknowledgement

and Consent Agreement shall not be construed as a waiver of a subsequent

breach, whether of the same or different provision, unless such waiver is in

writing and signed by the Party concerned.

The failure or delay by any Party to enforce any rights or remedies under this

Acknowledgement and Consent Agreement shall not be construed as a waiver of

its right to exercise or enforce such right or remedy or a waiver of any

continuing, succeeding or subsequent breach of any provision of its provisions.

6.9 Governing Law

This Acknowledgement and Consent Agreement and its interpretation or

construction shall be governed by the laws of the Republic of the Philippines.

6.10 Severability

The declaration by competent authority of any provision of this

Acknowledgement and Consent Agreement as void, invalid or otherwise

unenforceable shall not invalidate the remaining provisions hereof, and the

Parties shall promptly amend this Acknowledgement and Consent Agreement

and/or execute such additional document/s as may be necessary and/or

appropriate to correct any void, invalid or otherwise unenforceable provision in

such a manner that, when taken with the remaining provisions, will achieve the

intended commercial purpose of this Acknowledgement and Consent Agreement.

6.11 Entire Agreement

This Acknowledgement and Consent Agreement and the Concession Agreement

comprise the entire agreement of the Parties and replaces and supersede all

prior negotiations, representation and agreements (whether oral or in writing).

If there is any conflict between this Acknowledgment and Consent Agreement

and the Concession Agreement, the latter shall prevail.

IN WITNESS WHEREOF, the Parties have set their hands on the date and at the place first stated below. By: By: WITNESSED BY:

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SCHEDULE 19: MINIMUM SECURITY STANDARDS AND MANDATORY

REQUIREMENTS

1. MINIMUM SECURITY STANDARDS

1.1. General Guidelines

1.1.1. In order to reduce the probability of an act of unlawful interference being

directed towards the ITS Terminal and its Users, and to minimize the

effects of such an act, the following key elements should be integrated in

the design:

1.1.1.1. Perimeter protection;

1.1.1.2. Physical security of buildings, including passenger terminal

buildings;

1.1.1.3. Access control; and

1.1.1.4. One hundred (100) percent or proportional and/or continuous

random inspection of personnel, vehicles, and items carried

before entering the security restricted areas.

1.1.2. Regardless of varying aesthetics and different methods of construction

and materials, the designs should, at a minimum:

1.1.2.1. Integrate security functions into the entire building and

immediate surroundings so as to maintain an efficient use of

space for processing passengers, baggage, cargo and commercial

items sold or used at the ITS Terminal, without sacrificing the

needs of facilitation and commercial processes; and

1.1.2.2. Facilitate the implementation of ITS Terminal emergency and

contingency plans during an incident.

1.1.3. The designs should also take into account the threat that explosive or

incendiary devices and ensure that any effects of an explosion or fire are

minimized by:

1.1.3.1. Ensuring that structures and fittings are designed so as to limit

casualties and damage in the event of an attack using explosive

or incendiary devices;

1.1.3.2. Ensuring that materials used in construction are capable of

withstanding the effects of explosions and various forms of

armed attack; and

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1.1.3.3. Providing enhanced levels of protection for vulnerable or high-

risk areas.

1.1.4. The design should also consider the impact of security measures on the

tenants occupying the commercial spaces who are part of the revenue

generating aspect of the ITS Terminal.

1.2. Specific Standards

1.2.1. Fences and Barriers

Protective barriers are an integral part of all physical security systems

and are used to define the physical limits of an installation or facility.

Barriers restrict, channel, impede access, or shield activities within the

installation from immediate, direct observation, and they are fully

integrated with other protective measures to form continuous obstacles

around the installation. Barriers should be focused on providing Project

Assets with an acceptable level of protection/deterrence against the

worst-case threat. Barriers become platforms on which more

sophisticated sensors can be placed to aid in threat detection and

classification.

1.2.1.1. Chain-link fences must be of 8-foot material, excluding the top

guard. Chain-link fences must be constructed with 9-gauge or

heavier wire. They must be galvanized with mesh openings not

larger than 2 inches per side and have twisted and barbed

selvages at the top and the bottom. The wire must be taut and

securely fastened to rigid metal or reinforced-concrete posts set

in concrete. It must reach within 2 inches of hard ground or

pavement. On soft ground, it must reach below the surface deep

enough to compensate for shifting soil or sand. Top guard should

be made of 3 strands of barbed wire spaced not more than 6

inches apart affixed on metal bar or tubes inclined outward at 45

degrees.

1.2.1.2. Masonry walls as part of a perimeter barrier must be at least 7

feet high and have a barbed-wire top guard.

1.2.1.3. Drainage ditches, culverts, vents, ducts, and other openings that

pass through a perimeter and that have a cross-sectional area

greater than 96 square inches and whose smallest dimension is

greater than 6 inches will be protected by securely fastened

welded bar grilles.

1.2.1.4. Clear zones should be maintained on both sides of the perimeter

barrier to provide an unobstructed view of the barrier and the

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ground adjacent to it. A clear zone of 20 feet or more should exist

between the perimeter barrier and exterior structures, parking

areas, and natural or manmade features. When possible, a clear

zone of 50 feet or more should exist between the perimeter

barrier and structures within the protected area, except when a

building’s wall constitutes part of the perimeter barrier. Clear

zones should be kept clear of weeds, rubbish, or other material

capable of offering concealment or assistance to an intruder

attempting to breach the barrier.

1.2.2. Security Lighting

Security lighting should be installed along perimeter fences to aid with

continuous or periodic observation. Security lighting should:

1.2.2.1. Discourage or deter attempts at entry by intruders.

1.2.2.2. Make detection likely if entry is attempted.

1.2.2.3. Prevent glare that may temporarily blind the guards.

1.2.2.4. Be designed and used in a manner that does not impede the use

of closed-circuit television (CCTV) systems or other automated

monitoring systems.

1.2.3. Electronic Security System (ESS)

ESSs should be integrated in the design of the ITS Terminal. Examples of

ESS are Automated Control System (ACS) like card reader systems,

electronic entry systems, and various subsystems; Intrusion Detection

System (IDS); CCTV systems (including both video motion detection and

intelligent video systems); data-transmission media (DTM) systems; and

alarm reporting systems for monitoring, controlling, and displaying

various alarm system information. The ESS should:

1.2.3.1. Operate on detect, delay, and respond principles;

1.2.3.2. Be designed to ensure that the time between detection of an

intrusion and response by security forces is less than the time it

takes for damage or compromise of assets to occur;

1.2.3.3. Notify security personnel in sufficient time to allow the response

force to intercept and apprehend the intruder; and

1.2.3.4. Be configured as layers of unbroken rings concentrically

surrounding the asset. These rings should correspond to

defensive layers that constitute the delay system. The first

detection layer is located at the outermost defensive layer

necessary to provide the required delay.

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1.2.4. Gates and Entrances

1.2.4.1. The number of gates and perimeter entrances must be the

minimum required for safe and efficient operation of the facility.

Active perimeter entrances must be designed so that the guard

force maintains full control. Semi-active entrances, such as

infrequently used vehicular gates, must be locked on the inside

when not in use. When closed, gates and entrances must provide

a barrier structurally comparable to their associated barriers.

Care must be afforded against the ability to crawl under gates or

jump over portions of the fence where the gate meets with the

fence end posts. Top guards, which may be vertical, are required

for all gates.

1.2.4.2. Emergency gates should be installed in the Project Land’s

perimeter fence to allow the quick access or egress of emergency

service vehicles to on-site or off-site incidents. The emergency

gates should be constructed to maintain the integrity and

standard of the perimeter fence and should be locked or guarded,

and preferably kept under continuous surveillance. The fitting of

frangible links in locking systems is a useful means of allowing

emergency vehicles access or egress while not compromising

security. Consideration should also be given to equipping such

gates with intrusion detection systems.

1.2.4.3. A separate gate for delivery vehicles should be installed in the

Project Land’s perimeter but access should be limited during

periods as may be determined by the Concessionaire.

1.2.5. Entry Control Stations

1.2.5.1. Entry-control stations should be provided at main perimeter

entrances where security personnel are present. Entry-control

stations should be located as close as practical to the perimeter

entrance to permit personnel inside the station to maintain

constant surveillance over the entrance and its approaches.

Additional considerations at entry-control stations include:

• Establishing a holding area for unauthorized vehicles or

those to be inspected further. A turnaround area should be

provided to keep from impeding other traffic.

• Establishing control measures such as displaying a decal on

the window or having a specially marked vehicle.

1.2.5.2. Entry-control stations that are manned 24 hours each day should

have interior and exterior lighting, climate control, and a

sufficient glassed area to afford adequate observation for

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personnel inside. Where appropriate, entry-control stations

should be designed for optimum personnel identification and

movement control. Each station should also include a telephone,

a radio, and badge racks.

1.2.5.3. Signs should be erected to assist in controlling authorized entry,

to deter unauthorized entry, and to preclude accidental entry.

Signs should be plainly displayed and be legible from any

approach to the perimeter from a reasonable distance. The size

and coloring of a sign, its letters, and the interval of posting must

be appropriate to each situation.

1.2.5.4. Entry-control stations should be hardened against attacks

according to the type of threat. The methods of hardening may

include:

• Reinforced concrete or masonry.

• Steel plating.

• Bullet-resistant glass.

• Sandbags, two layers in depth.

• Commercially fabricated, bullet-resistant building

components or assemblies.

1.2.6. Warning Signs

Appropriate signs should be erected to assist in controlling authorized

entry, deter unauthorized entry, and preclude accidental entry.

Signs should be plainly displayed and be legible from any approach to the

perimeter from a reasonable distance. The size and coloring of a sign, its

letters, and the interval of posting must be appropriate to each situation.

1.2.6.1. A significant amount of warning signs should be erected to

ensure that possible intruders are aware of entry into restricted

areas. Warning signs augment control signs. They warn intruders

that the area is restricted and that trespassing may result in the

use of deadly force.

1.2.6.2. Warning signs should be installed along the limited area’s

physical barriers and at each entry point where they can be seen

readily and understood by anyone approaching the perimeter.

Warning signs must be in the local dialect, the Filipino language,

and in English. The wording on the signs will denote warning of a

restricted area. The signs should be posted at intervals of no

more than 100 feet. They must not be mounted on fences

equipped with intrusion-detection equipment.

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1.2.6.3. Signs setting forth the conditions of entry to an installation or

area should be plainly posted at all principal entrances. The signs

should be legible under normal conditions at a distance not less

than 50 feet from the point of entry. Such signs should inform the

entrant of the provisions of search (of the person, the vehicle,

packages, and so forth) or prohibitions (such as against cameras,

matches, and lighters and entry for reasons other than official

business) that may be prescribed by the ITS Terminal Security

Officer.

1.2.6.4. Signs or notices legibly setting forth the designation of restricted

areas and provisions of entry should be plainly posted at all

entrances and at other points along the perimeter line as

necessary.

1.2.7. Parking

1.2.7.1. Long-term parking areas should be situated away from ITS

Terminal passenger concourse to mitigate the risk of damage to

the passenger concourse from a vehicle-borne IED (Improvised

Explosive Device). Short-term parking of not more than 24 hours

should be closest to the passenger concourse, with strict control

of entering vehicles. If a vehicle remains parked for longer than

24 hours, the Terminal Security should remove the vehicle from

short-term parking to long-term parking.

1.2.7.2. The use of physical barriers, including dry moats and barriers

that may be disguised as flower pots or tree containers, should

be considered, in order to prevent cars from driving across lawns

to any location near the ITS Terminal building/s. There should be

controlled entry points to parking areas. Speed bumps should

also be considered, with a view to helping reduce the potential

for car-bomb attacks.

1.2.8. Building Exterior

Hardening and redundancy need to be incorporated into the design

process to accommodate the effects of abnormal loads.

1.2.8.1. Masonry Wall

Masonry walls for the ITS Terminal should be reinforced to be

resistant to high explosives that are package-size or larger.

1.2.8.2. Glass

Minimize damage due to glass fragments, e.g. install fragment-

retention film on the glass.

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1.2.8.3. External Doors

External doors should be metal with at least 1 hour fire rating for

emergency doors. Doors should be close-fitting and equipped

with suitable locking devices. Locking bars across the back of a

door may offer an extra layer of protection.

1.2.8.4. Roofs and Roof Doors

If a roof is accessible from neighboring buildings or from the

ground via roof access doors, they should be secured in the same

way as other external doors. If doors provide emergency escape

routes for the occupants of neighboring buildings, suitable exit

and intrusion detection devices should be fitted on the doors.

Skylights, fanlights and roof lights should be secured with locks

or bolts.

1.2.8.5. External Drainage Pipes

External drainage pipes should be protected to discourage

climbing.

1.2.9. Public Utilities

Gas, electricity and water supply installations within buildings offer

potentially vulnerable access points. Whenever possible, cables and pipes

should enter the building/s from underground. Public service meters

should, whenever possible, be so sited that access to them does not

require entry into security restricted areas.

If air conditioning is essential to the operation of equipment, such as

computer installations, the electricity and water supply for the air

conditioning system should also be given adequate protection.

1.2.10. Public Areas

Areas accessible to the public should not overlook passenger and staff

search areas and loading and unloading areas. Other public areas that

should be supervised include facilities such as public parking areas and

access roadways.

1.2.11. Interior Barriers

Interior barriers establish boundaries or lines of demarcation of different

activities (and differing levels of security) within a facility shall be

included in the design as necessary.

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1.2.12. Security Zones

The ITS Terminal should be constructed so as to isolate the different areas

in accordance with their function and access limitations. For the purpose

of this Schedule 19 (Minimum Security Standards and Mandatory

Requirements), the ITS Terminal is considered as a Security Restricted

Area and divided into the following:

1.2.12.1. Exclusion Area – Offices, Supply Room, Security Operation

Center, Power House,

1.2.12.2. Limited Area – Passenger Waiting Area, Passenger loading and

unloading Areas, Staging/Parking Area

1.2.12.3. Controlled Area – A controlled area is that portion of a restricted

area usually near or surrounding a limited or exclusion area, the

entry to which is restricted to personnel with a need for access.

The controlled area is provided for administrative control, for

safety, or as a buffer zone for in-depth security for the limited or

exclusion area.

2 MANDATORY REQUIREMENTS

2.1. Overview

The following mandatory requirements are to ensure that the security

procedures to be implemented by the Concessionaire are risk based and

integrated to the design. These shall not preclude the Concessionaire from

formulating supplementary security procedures to address other threat

scenarios like natural and technical threats.

2.2. ITS Terminal Security Advisory Committee (ITSAC)

The Concessionaire shall organize and activate a ITS Terminal Security Advisory

Committee (ITSAC) to advise the Facility Operator on matters concerning

security. The ITSAC shall be chaired by the designated ITSO and memberships

shall include representative from government agencies and other stakeholders,

or organizations involved in road transport security.

2.3. ITS Terminal Security Officer (ITSO)

The Concessionaire shall designate in writing an ITS Terminal Security Officer

(ITSO) whose functions and responsibilities shall be to:

2.3.1. Ensure that security assessment is carried out; and

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2.3.2. Formulate, develop, maintain and implement ITS Terminal Security Plan

which shall be:

2.3.2.1. Consistent and in accordance with the National Security

Programme and in conformity with the Office of Transportation

Security (OTS) prescribed format;

2.3.2.2. Based on security assessment;

2.3.2.3. Ensure that Security Plan is regularly updated to meet the

security requirements and/or whenever changes are made in the

design of facilities or system of operations.

2.4. ITS Terminal Security Assessment (ITSA)

The Concessionaire shall carry out a ITS Terminal Security Assessment (ITSA) in

accordance with Paragraph 7, Book I, OTS-National Security Programme for Land

Transportation, Rail System, and Infrastructure (OTS-NSPLTRSI). The ITSA shall

be submitted to OTS for approval.

2.5. ITS Terminal Security Plan (ITSP)

The Concessionaire shall formulate a Road Transportation Security Plan (ITSP)

based on the approved ITSA in accordance with Paragraph 8, Book I, OTS-

NSPLTRSI. The ITSP shall be reviewed periodically and updated as necessary.

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SCHEDULE 20: INSTRUCTIONS TO BIDDERS

[Enclosed]

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SCHEDULE 21: CONCEPTUAL LAYOUT SUBMITTED BY

CONCESSIONAIRE DURING BID SUBMISSION

[Enclosed]

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SCHEDULE 22: FINANCE PLAN

[Enclosed]