Preparatory Survey For Expressway Projects IN Mega Manila Region Naia Expressway Project (Phase Ii) Final Report Appendix-I Draft Bid Documnts

REPUBLIC OF THE PHILIPPINES
DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS (DPWH)
PREPARATORY SURVEY
FOR EXPRESSWAY PROJECTS
IN
MEGA MANILA REGION
NAIA EXPRESSWAY PROJECT (Phase II)
FINAL REPORT
APPENDIX-I DRAFT BID DOCUMNTS
NOVEMBER 2012
JAPAN INTERNATIONAL COOPERATION AGENCY (JICA)
CTI ENGINEERING INTERNATIONAL CO., LTD

MITSUBISHI RESEARCH INSTITUTE, INC.
EI
ORIENTAL CONSULTANTS CO., LTD
CR(3)
METROPOLITAN EXPRESSWAY CO., LTD
12-144(2)
TABLE OF CONTENTS
Introduction
Part I : Invitation to Bid
Part II : Instructions to Bidders
Part III : Minimum Performance Standards and Specifications
Part IV : Draft Concession Agreement
INTRODUCTION
1 BRIEF HISTORY OF BID DOCUMENTS PREPARATION
Preparation of bid documents for the selection of the concessionaire started at

the last quarter of 2010, which has prior to the start of this Study.
Joint work force composed of the following was organized for the preparation
of bid documents;
 Department of Public Works and Highways (DPWH)
 Department of Finance (DOF)
 National Economic Development Authority (NEDA)
 Public-Private Partnership Center (PPP Center)
 Office of the Solicitor General (OSG)
 Development Bank of the Philippines (DBP)
 International Finance Corporation (IFC)
 JICA Study Team
In the process of preparation of bid documents, NEDA Board turned down this
project, which resulted to the suspension of the preparation of bid documents.
Thus, the bids document presented here is not the final one and is incomplete.
However, these documents may be useful to know what the major issues for
preparation of bid documents were.
2 COMPOSITION OF BID DOCUMENTS
Draft bid documents are composed of the following parts;
Part I : Invitation to Bid

Part II : Instruction to Bidders
Part III : Minimum Performance Standards and Specifications
Part IV : Draft Concession Agreement
Republic of the Philippines
Department of Public Works and Highways
BIDDING DOCUMENTS
NAIA Expressway Project
PART I: INVITATION TO BID
12 March 2011
INVITATION TO BID FOR NAIA EXPRESSWAY PROJECT
The Department of Public Works and Highways (DPWH), through its Bids and Awards Committee (BAC)
invites interested firms to bid for the NAIA Expressway Project under the Public-Private Partnership (PPP)
scheme, using the Build-Transfer-Operate (BTO) modality, according to the Build-Operate-Transfer (BOT)
Law under R.A. No. 6957, as amended by R.A. No. 7718, and its Implementing Rules and Regulations.
Brief Scope of Work:

a. Financing, Design, and Construction of Phase II of NAIA Expressway – 5.2 km of 4-lane
viaduct from NAIA Terminal 3 to Diosdado Macapagal Boulevard, including at least 9 on- and off-ramps,
interchange, and toll operating equipment.
b. Operation and Maintenance (O&M) as a toll facility of the entire NAIA Expressway covering
the previously constructed Phase I (from Skyway to Terminal 3) and Phase II.
DPWH – Estimated Construction Cost (DECC): Php 12.238 billion

Government Financial Support of GFS (Viability Gap Funding): Php 4.283 billion
Concession Period: 35 years including Design and Construction Period of not more than 3 years.
To be qualified for this Project, the Bidder must, among other things, (a) be at least 60% Filipino-owned
corporation/consortium, (b) have constructed a similar Project costing at least 50% of the DECC and
operated a similar facility, (c) have equity amounting to at least(excluding GFS and Government supervision)
and access to Project loans for the balance of the net DECC.
Award will be made to the Bidder which offers the lowest Bid Toll Rate for the Opening Year.
The following are the indicative timelines for procurement:
Issuance of Bidding Documents Starting date (first day of publication of this Invitation)
Pre-Bid Conference Date (1 month after last day of publication of this Invitation)
Deadline for Receipt of Bids 10 am, date (4 months after last day of publication of this Invitation)
Opening of Bids 2pm, date (same day as Deadline for Receipt of Bids)
Notice of Award Date (1 month after Opening of Bids)
Prospective bidders may download the Bidding Documents (BDs) – including Instructions to Bidders,
Minimum Performance Standards and Specifications, and Draft Concession Agreement – from the DPWH
website www.dpwh.gov.ph . The BAC will issue hard copies of the BDs at the BAC Secretariat, 4th Floor,
DPWH Bldg., Bonifacio Drive, Port Area, Manila, upon payment of a non-refundable fee of Php _________.
The DPWH reserves the right to accept or reject any bid and to annul the bidding process anytime before
contract award, without incurring any liability to the affected bidders.
Name and Signature of BAC Chairman
Dates of Publication: _______________

Newspaper: ______________________
BIDDING DOCUMENTS
PART II: INSTRUCTIONS TO BIDDERS

PART 11: INSTYRUCTION TO BIDDER
TABLE OF CONTENTS
Page
SECTION 1.0 DEFINITION OF TERMS 6
SECTION 2.0 INTRODUCTION 10

2.1 Background 10
2.2 Brief Description of Bidding Process 11
SECTION 3.0 THE PROJECT 11

3.1 NAIA Expressway 11
3.2 Scope of Work under the Project 12
3.3 Contractual Framework 12
3.4 Bidding Documents 13
3.5 Indicative Milestone Dates 13
SECTION 4.0 QUALIFICATION CRITERIA 14

4.1 Legal Eligibility 14
4.2 Technical Capability 15
4.3 Financial Capability 17
SECTION 5.0 DOCUMENTS COMPRISING THE BID 17

5.1 Contents of Bid 17
5.2 Bid Letter including Bid Security 17
5.3 Bid Security 18
5.4 Qualification Documents 18
5.5 Technical Proposal 20
5.6 Financial Proposal 22
5.7 Validity of Bids 24
SECTION 6.0 SUBMISSION AND OPENING OF BIDS 24

6.1 Documentary Requirements 24
6.2 Deadline and Place of Bid Submission 24
6.3 Pre-Bid Conference 24
6.4 Modifications/ Substitution/ Withdrawal of Bids 25
6.5 Rejection of Bids 25
6.6 Opening and Preliminary Examination of Bids 25
SECTION 7.0 EVALUATION OF BIDS 26

7.1 Detailed Evaluation of Bid Letter including Bid Security 26
7.2 Detailed Evaluation of Qualification Requirements 26
DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS

INSTRUCTIONS TO PROSPECTIVE BIDDERS
1. Introduction
The Department of Public Works and Highways (DPWH) invites Prospective Bidders to apply to
pre-qualify to bid to finance, design, construct, operate, and maintain the Ninoy Aquino
International Airport (NAIA) Expressway Project. The Project consists of:
a. The financing, design, and construction of:
(i) Adjustment works on the 0.7 km six-lane viaduct from the Metro Manila
Skyway along Sales Road to NAIA Terminal 3.
(ii) A 4.6 km 4-lane viaduct extension from NAIA Terminal 3 to Roxas

Boulevard, over the existing roads of Sales Road, Andrews Avenue,
Domestic Road, and NAIA Road, including on-and off ramps, toll plazas,
and toll operating equipment.
b. The Operation and Maintenance of the viaduct consisting of these two sections
from the Metro Manila Skyway to Roxas Boulevard as a single toll
expressway.
The documents which describe the Project and govern the process to be followed for pre-
qualification are:
a. The Invitation to Pre-Qualify to Bid

b. These Instructions to Prospective Bidders and its Annexes
c. The Information Memorandum
References to “Invitation Documents” shall mean these three documents collectively, and any
supplemental notices and bid bulletins issued by the SBAC from the date of the first publication
of the Invitation to Pre-Qualify to Bid until the Qualification Document Submission Date
2. The Special Bids and Awards Committee
The Special Bids and Awards Committee for Public Private Partnership Projects of the DPWH
(SBAC) created by DPWH Special Order No. 68 dated 28 March 2011 shall administer the
process of pre-qualification and bidding for the project.
3. Transaction Advisors
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The Development Bank of the Philippines (DBP) and the International Finance Corporation
(IFC), the private sector arm of the World Bank Group, have been appointed by the DPWH to
act as its Transaction Advisors for the international competitive public bidding for the Project.
As Transaction Advisors, the DBP and IFC have been engaged to assist the DPWH in
undertaking and ensuring a fair, transparent and competitive selection process that will mobilize
private sector participation in the implementation of the Project. The assistance of the DBP and
IFC covers all Project pre-investment activities including due diligence review, transaction
structuring, marketing and promotion, contract preparation, development of documents for the
Bidding Process, bidding and evaluation, and transaction award.. Supporting the DBP and IFC in
their advisory work are a team of international legal and technical services firms composed of
Hogan Lovells Lee & Lee and Leigh Fisher respectively, and individual local legal consultants.
4. Outline of the Bidding Process
The international competitive public bidding for the Project will be conducted in accordance
with the procurement rules and procedures for public bidding set under the Philippine BOT Law
(Republic Act No. 6957, as amended by Republic Act No. 7718) and its 2006 Revised
Implementing Rules and Regulations (Revised IRR), the applicable provisions of which are
incorporated herein by reference.
The general procedure for the Bidding will be as follows:
a. DPWH will conduct Pre-Qualification of Prospective Bidders. Prospective

Bidders will be asked to apply to pre-qualify to bid by submitting their
Qualification Documents, as described in greater detail in this document, on 13
September 2011, the Qualification Documents Submission Date. After reviewing
the documents, the SBAC will determine which Prospective Bidders fulfill the
requirements to pre-qualify, and inform all Prospective Bidders who are pre-
qualified. Only Pre-Qualified Bidders will be invited and allowed to submit a Bid
for the Project.
b. After Pre-Qualification is completed, the SBAC will announce the Bid Proposals
Submission Date, which will be no less than 120 days after Prospective Bidders
are notified of their pre-qualification. Pre-Qualified Bidders will be asked to bid
for the Project by submitting their Bid Proposals- which will include both
Technical and Financial Proposals, a Bid Security, as well as other supporting
documents- on this date. The SBAC shall issue the Instructions to Bidders to all
Pre-Qualified Bidders. The Instructions to Bidders shall provide in detail the form
and required contents of the Bid Proposals the detailed procedures to be followed
for submission, bid evaluation, and post-bid requirements. The draft Concession
Agreement shall likewise be provided to all Pre-Qualified Bidders to give each
the opportunity to comment on the draft. DPWH may consider these comments in
refining the draft Concession Agreement leading up to the issuance of the final
Concession Agreement on which the Pre-Qualified Bidders must base their bids.
This will ensure that binding unconditional bids are submitted on the basis of the
final Concession Agreement.
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c. After submission of Bid Proposals, the SBAC will first review Bidders’ Technical
Proposals and evaluate them on a pass/fail basis. Bidders will be informed as to
whether their Technical Proposals were passed. The SBAC will return the
Financial Proposals and Bid Securities of Prospective Bidders whose Technical
Proposals did not pass.
d. Financial proposals of Bidders whose Technical Proposals were passed will be

opened and evaluated at a later date. The Pre-Qualified Bidder whose Technical
Proposal is passed and who submits a Bid with the lowest required Government
Financial Support- an amount that DPWH will contribute to the Project’s
construction costs- will be subject to a post-qualification process. If it passes the
post-qualification process, it will be designated the Winning Bidder, and the
SBAC will recommend to the DPWH Secretary that the Winning Bidder be issued
a Notice of Award. Within seven (7) days from the SBAC recommendation, the
DPWH Secretary shall approve the award and issue the Notice of Award to the
Winning Bidder. This Notice of Award shall indicate the requirements that have
to be submitted before the signing of the Concession Agreement.
e. The Winning Bidder will have to provide proof of incorporation, capitalization,

and availability of debt financing and post a Construction Performance Security
within thirty (30) days of receipt of the Notice of Award., Failure to submit the
requirements of the Notice of Award within the prescribed 30 day period will
result in the forfeiture of the Bid Security and the cancellation of the Notice of
Award. Within seven (7) days from the receipt by DPWH of all the requirements
of the Notice of Award, the DPWH Secretary shall determine and notify the
Winning Bidder of its compliance with all the requirements of the Notice of
Award. Immediately thereafter, the Winning Bidder will have to enter into the
Concession Agreement with DPWH. Failure to enter into the Concession
Agreement will result in the forfeiture of the Bid Security and the cancellation of
the Notice of Award.
5. Responsibility of Prospective Bidders
Notwithstanding any information given in the Invitation Documents and any additional
communication from the DPWH, the SBAC, the Transaction Advisors, or any other party,
including supplemental notices and bid bulletins, it is the sole responsibility of any interested
party and Prospective Bidder to:
a. Be fully acquainted with the laws, requirements, terms, and conditions of the
Bidding Process.
b. Examine all the Invitation Documents, including all instructions, forms, schedules,
terms, specifications, and drawings.
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c. Familiarize itself with all existing laws, decrees, acts, rules, and ordinances of the
Philippines, whether national or local, which may affect the Project.
d. Determine and satisfy itself, at its own cost and risk, and by such means as it
considers necessary and desirable, as to all matters pertaining to the execution of
the Project, including but not limited to the location and nature of the Project; the
terrain, geological, meteorological, and hydrological conditions; the requirement
and availability of labor, materials, equipment, aggregate sources, water, power,
roads, communications and other relevant factors; resource requirements; and
risks and contingencies that may affect the cost, duration, execution and
completion of the Project.
By submitting Qualification Documents, a Prospective Bidder shall be presumed to have fully

examined and accepted all the terms and conditions in all of the Invitation Documents.
6. Costs and Expenses of Participation
Interested parties and Prospective Bidders shall bear all costs associated with their participation
in the Bidding Process including the preparation and submission of their Qualification
Documents, and all possible losses or damages resulting thereto. The DPWH shall not be held
responsible or liable in any way for such costs regardless of the results of the Bidding Process.
7. Queries and Supplemental Notices
All parties who purchase the Invitation Documents may send any queries on any aspect of these
documents in writing, by personal delivery, e-mail or fax, to the Chairman of the SBAC, and
copied to the DPWH Built-Operate-Transfer Project Management Office (BOT-PMO), Public-
Private Partnership Center (PPP Center), DBP and IFC, at the following addresses, e-mail
addresses and fax numbers:
DPWH Special Bids and Awards Committee for PPP Project

Attention: The ChairmanAddress: DPWH-SBAC
5th Floor, DPWH Building
Bonifacio Drive, Port Area
Manila
E-mail:
Fax:
DPWH Build-Operate-Transfer Project Management Office (BOT-PMO)

Attention: Rebecca T. Garsuta
Address: BOT-PMO, DPWH
2nd Street, NCR Compound
Port Area, Manila 1018
E-mail: [email protected]
Fax: (+63 2) 304 3824
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Public-Private Partnership Center
Attention: Cosette V. Canilao

Address: Public-Private Partnership Center
NEDA Complex
Diliman, Quezon City
Fax: (+63 2) 929 8593
Development Bank of the Philippines
Attention: Francis Nicolas M. Chua

Address: Development Bank of the Philippines
Sen. Gil Puyat Avenue corner Makati Avenue
Makati 1200
Fax: (+63 2)893 4748
International Finance Corporation
Attention: Lulu S. Baclagon

Address: 11th Floor, Tower One
Ayala Triangle, Ayala Avenue
Makati 1200
Fax: (+63 2) 848 7339
While the SBAC will attempt to respond to all reasonable queries received up to ten (10) days
before the Qualification Documents Submission Date, it is under no obligation to do so.
Responses to queries and any modifications to the Invitation Documents will be done in writing
through supplemental notices or bid bulletins issued by the SBAC, and sent to all parties which
purchase the Invitation Documents.
8. Ownership of Documents
All documents submitted in response to the Invitation to Pre-Qualify to Bid, including

Qualification Documents and their attachments, shall become the property of the DPWH.
9. Language and Foreign Documents
The Qualification Documents, and all correspondence and documents relating to the Invitation
Documents and the Bid, shall be prepared and written in the English language. Any printed
literature or document furnished by Prospective Bidders written in another foreign language shall
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be accompanied by an English translation authenticated by a Philippine consular official. In case
of conflict, the English translation shall prevail.
All documents or certifications issued by foreign authorities shall also be duly notarized and
authenticated before a Philippine consular official at the Philippine Consulate nearest the place
of issue.
10. Pre-Qualification Conference
The DPWH will conduct a Pre-Qualification Conference for any interested parties and
Prospective Bidders to clarify any part of the Invitation Documents and to answer any relevant
questions from interested parties and Prospective Bidders. Details of the Pre-Qualification
Conference are:
Date: 2 August 2011

Time: 2:00 p.m.
Location:
11. Qualification Requirements
Prospective Bidders must fulfill all the Legal, Technical, and Financial Capability Requirements
listed below.
11.1. Legal Requirements
The Prospective Bidder must be:
a. A partnership or corporation registered with the Philippine Securities and

Exchange Commission (SEC) or in case of a foreign entity, the appropriate
government agency equivalent to the SEC in the foreign country where the foreign
entity was registered for recognition or creation of its juridical personality or
capacity. The Prospective Bidder must certify that it and its Affiliates whose
projects and experience are being submitted as evidence of fulfillment of the
requirements in Section 11.2 have no unsatisfactory performance record; or
b. A Consortium. All Consortium Members must certify that they and their Affiliates
whose projects and experience are being submitted as evidence of fulfillment of
the requirements in Section 11.2 have no unsatisfactory performance record. If the
Prospective Bidder is a Consortium and becomes the Winning Bidder, it will have
to show proof of incorporation prior to signing the Concession Agreement.
11.2. Technical Requirements
To qualify to bid for the Project, the Prospective Bidder must meet the following technical
requirements:
b. Construction Experience
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The Prospective Bidder or a related entity, as described below, must have satisfactorily
completed, within the last ten (10) years, the construction of expressways/viaducts/
flyovers/bridges or similar projects with a cumulative cost of at least Six Billion
Philippine Pesos (PhP6,000,000,000.00), including at least one completed horizontal
segment or single structure project of at least One Billion Philippine Pesos
(PhP1,000,000,000.00) .
The related entity which fulfills this requirement may be:
(i) If the Prospective Bidder is a partnership or corporation:

1. The Prospective Bidder itself
2. A Construction Contractor
(ii) If the Prospective Bidder is a Consortium:

1. A Consortium Member with at least ten percent (10%) interest in
the Consortium
2. A Construction Contractor
If this requirement is to be fulfilled by a Construction Contractor, the Prospective Bidder

must propose at least one, and up to five, Construction Contractors, each of which must
have the relevant experience. In addition, any Construction Contractor so proposed must
possess the following:
(i) A valid license issued by the Philippine Contractors Accreditation Board

(PCAB) for Large B Classification/License Category AAA, in the case of a
Filipino Construction Contractor, or by an equivalent accreditation
institution in the Construction Contractor’s country of origin, in the case of
a foreign Construction Contractor, provided that such foreign Construction
Contractor must secure a license and accreditation from the PCAB after the
Bidder is awarded the Project.
(ii) A valid International Organization for Standardization (ISO) 9001:2000

certification.
For the purpose of counting and calculating the value of projects completed by the
Prospective Bidder, a Consortium Member, or a Construction Contractor, the SBAC will
count projects completed by an Affiliate of the Prospective Bidder as if it had been
completed by the Prospective Bidder, projects completed by an Affiliate of a Consortium
Member with at least ten percent (10%) interest in the Consortium as if it had been
completed by that Consortium Member, and projects completed by an Affiliate of a
Construction Contractor as if it had been completed by that Construction Contractor.
However, projects completed by a Prospective Bidder (along with its Affiliates) and a
Construction Contractor (along with its Affiliates) will not be counted together: either the
Prospective Bidder and its Affiliates must have sufficient construction experience on their
own, or a Construction Contractor and its Affiliates have sufficient construction
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experience on their own. Similarly, projects completed by different Consortium Members
(along with their Affiliates) and Construction Contractors (along with their Affiliates) will
not be counted together: each of these entities and their Affiliaites must have sufficient
construction experience on their own.
The entity whose completed projects are being submitted in fulfillment of this
requirement- whether the Prospective Bidder, a Consortium Member, or a Construction
Contractor- and any Affiliates of any of these entities whose completed projects are being
submitted in fulfillment of this requirement, must certify that they have no unsatisfactory
performance record. Any proposed Construction Contractor must also provide a
statement of willingness to participate in, and capacity to undertake, the requirements of
the Project. After pre-qualifying, Construction Contractors may be asked to reiterate their
willingness to participate in, and capacity to undertake, the requirements of the Project at
the time that Bid Proposals are submitted.
Under the terms of the Concession Agreement, the Winning Bidder will be required to use
only Construction Contractors which fulfill this Construction Experience Requirement and
have the necessary PCAB license and ISO certification. If the Prospective Bidder fulfills
this requirement by proposing a Construction Contractor or Construction Contractors, and
these Construction Contractors are pre-qualified as described in Section 16, then the
Concession Agreement will identify the pre-qualified Construction Contractors and the
Concessionaire will be allowed to use any of them without need for further consent from
DPWH. The use of any Construction Contractors not pre-qualified during the Bidding
Process will require prior written consent of DPWH, and will be subject to the
Concessionaire’s demonstration that the proposed Construction Contractor meets the
requirements in this Section.
b. Operation and Maintenance Experience
The Prospective Bidder or a related entity, as described below, must have experience in
the operation and maintenance of a toll expressway of at least three years in the past ten
(10) years.
The related entity which fulfills this requirement may be:

2. An O&M Contractor

1. A Consortium Member with at least ten percent (10%) interest in
the Consortium
2. An O&M Contractor
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If this requirement is to be fulfilled by an O&M Contractor, the Prospective Bidder must
propose at least one, and up to five, O&M Contractors, each of which must have the
relevant experience.
For purposes of determining whether an entity has the relevant Operation and
Maintenance Experience, the SBAC will count the experience of an Affiliate of the
Prospective Bidder as the experience of the Prospective Bidder, the experience of an
Affiliate of a Consortium Member with at least ten percent (10%) interest in the
Consortium as the experience of that Consortium Member, and the experience of an
Affiliate of an O&M Contractor as the experience of that O&M Contractor.
The entity whose completed projects are being submitted in fulfillment of this
requirement- whether the Prospective Bidder, a Consortium Member, or a Construction
Contractor- and any Affiliates of any of these entities whose completed projects are being
submitted in fulfillment of this requirement, must certify that they have no unsatisfactory
performance record. Any proposed O&M Contractor must also provide a statement of
willingness to participate in, and capacity to undertake, the requirements of the Project.
After pre-qualifying, O&M Contractors may be asked to reiterate their willingness to
participate in, and capacity to undertake, the requirements of the Project at the time that
Bid Proposals are submitted.
Under the terms of the Concession Agreement, the Operation and Maintenance of the
NAIA Expressway will have to be undertaken by a Facility Operator. The Concession
Agreement will further require the following:
(i) The Facility Operator must be at least sixty percent (60%) Filipino-owned
and controlled.
(ii) The voting power of foreign investors on the governing board of the
Facility Operator shall be proportionate to their share in the share capital of
the Facility Operator;
(iii) The Facility Operator’s executive and managing officers must be

Philippine citizens.
(iv) The Facility Operator must have experience in the operation and
maintenance of toll expressways of at least three years in the past ten (10)
years, or be at least twenty percent (20%) owned by an entity which has
such experience, as provided below.
If the Winning Bidder (or if it is a Consortium, the corporation it shall form after being
issued the Notice of Award) fulfills these requirements itself, then it may designate itself
as the Facility Operator. If it does not, then the entity, or one of the entities proposed by
the Bidder to fulfill the Operation and Maintenance Experience requirement must be
designated as Facility Operator or own at least twenty percent (20%) of the Facility
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Operator. In case of the latter, the entity owning at least twenty percent (20%) of the
Facility Operator must maintain such interest for at least five years starting from issuance
of the Toll Operation Certificate for the Project, unless it obtains prior written consent
from the DPWH.
c. Qualified Key Personnel
The Prospective Bidder, its Consortium Members, proposed Construction Contractors, or

proposed O&M Contractors, must have, among their and their Affiliates’ collective
personnel, individuals with the following required qualifications and experience:
Position Minimum Qualifications and Type of Min. Years of

Experience Required Experience
1. Project Manager Registered Civil Engineer and must have been 20

the Project Manager of expressways/viaducts/
flyovers/ bridges/similar projects.
2. Manager, Design Registered Civil Engineer and must have been 15

the Designer of expressways/viaducts/
flyovers/ bridges/similar projects.
3. Manager, Must have been the General or Operations 5

Operation and Manager of at least one project involving the
Maintenance operation and maintenance of expressways/
tollways during the past 10 years.
11.3. Financial Capability Requirements
To qualify to bid for the Project, the Prospective Bidder or a related entity, as described
below, must meet the following Financial Capability requirements:
a. Have net worth of at least One Billion Two Hundred Million Philippine Pesos
(PhP1,200,000,000.00) or its equivalent as of its latest audited financial statements,
which must be dated not earlier than 31 December 2010.
b. Have total taxable income for the taxable year 2010 or later of at least Five
Hundred Eighty Million Philippine Pesos (PhP580,000,000.00) or its equivalent.
c. Provide evidence that it has the capability to raise loans of at least Four Billion
Eight Hundred Million Philippine Pesos (PhP 4,800,000,000.00) for the Project.
This amount can be reduced by the excess of the Prospective Bidder or related
entity’s net worth over One Billion Two Hundred Million Philippine Pesos
(PhP1,200,000,000.00).
The entity which fulfills this requirement may be:

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2. An Affiliate of the Prospective Bidder

1. the Lead Member of the Consortium
2. an Affiliate of the Lead Member of the Consortium
A single entity- whether the Prospective Bidder, Lead Member, or an Affiliate of either,
must meet each of the the financial capability requirements in their entirety. For example:
either the Prospective Bidder or its Affiliate, or the Lead Member or its Affiliate must, by
itself and not along with any other entity, fulfill the net worth and taxable income
requirements and provide evidence of capability to raise loans.
12. Qualification Documents
On the Qualification Documents Submission Date, the Prospective Bidder must submit its
Application to Pre-Qualify to Bid. The Application to Pre-Qualify to Bid consists of the
following Qualification Documents, using the relevant forms in the Annexes:
a. Business Plan (Using the form in Annex QD-1A for partnerships or corporations,
or Annex QD-1B for Consortiums). For Consortiums, this document must show
the Lead Member and all Consortium Members, and the total percentage interest
of all Consortium Members must be one hundred percent (100%). The Business
Plan must also indicate the entities which fulfill the Qualification Requirements in
Sections 11.2 and 11.3, and any Affiliates of these entities whose projects,
experience, or financial capability are being submitted to comply with the
Qualification Requirements.
(i) Required attachments: If the Prospective Bidder will use an Affiliate or

Affiliate of the Lead Member to comply with the Financial Capability
Requirements in Section 11.3, attach evidence of such affiliation.
b. Basic Information Sheet- using the form in Annex QD-2
(i) To be submitted by all entities listed in all sections of the Business Plan
(Form QD-1A or QD-1B).
(ii) Required attachment: For all entities submitting this form, a certified true
copy of its latest General Information Sheet, stamped “received” by the
SEC or for a foreign entity, the equivalent document submitted to and
acknowledged by the appropriate government agency equivalent to the
SEC in the foreign country where the foreign entity was registered for
recognition or creation of its juridical personality or capacity.
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c. Certified True Copy of SEC Certificate of Incorporation, Articles of Incorporation,
and By-Laws, or for a foreign entity, the equivalent document submitted to and
acknowledged by the appropriate government agency equivalent to the SEC in the
foreign country where the foreign entity was registered for recognition or creation
of its juridical personality or capacity - Annex QD-3
(i) To be submitted by all entities identified in the Business Plan (Form QD-
1A or QD-1B).
d. Notarized Certification of Absence of Unsatisfactory Performance Record- using

the form in Annex QD-4.
(i) To be submitted by all entities listed in all sections of the Business Plan
(Form QD-1A or QD-1B).
e. Construction Experience- using the form in Annex QD-5
(i) To be submitted by the entity or entities which fulfill the Construction

Experience requirement in Section 11.2 a, as identified in the Business Plan
(Form QD-1A or QD-1B), item 3.
(ii) Required attachment for each project
(a) Certificate of Project Completion from the project’s owner.
(b) If the project was completed by an Affiliate of the entity which fulfills
the Construction Experience requirement, evidence of such affiliation.
f. Construction Contractor’s Notarized Statement of Willingness to Participate In,

and Capacity to Undertake the Requirements of, the Project – using the form in
Annex QD-6.
(i) To be submitted by any Construction Contractors proposed by the

Prospective Bidder to fulfill the Construction Experience requirement in
Section 11.2 a, as identified in the Business Plan (Form QD-1A or Form
QD-1B), item 3.
g. Certified True Copy of Proposed Contractor’s License from PCAB for Large B
Classification/License Category AAA- Annex QD-7.

QD-1B), item 3.
h. Certified True Copy of Valid ISO 9001:2000 Certification - Annex QD-8.

Page 12 of 57
QD-1B), item 3.
i. Operation and Maintenance Experience – using the form in Annex QD-9.
(i) To be submitted by the entity which fulfills the Operation and Maintenance
Experience requirement in Section 11.2 b, as identified in the Business Plan
(Form QD-1A or Form QD-1B), item 5.
(ii) Required attachment for each project:
(a) Certificate of Project Completion or Ongoing Project from Owner.
(b) If the project was or is being undertaken by an Affiliate of the entity
which fufills the Operation and Maintenance Experience requirement,
evidence of such affiliation.
j. O&M Contractor’s Notarized Statement of Willingness to Participate In, and

Capacity to Undertake the Requirements of, the Project- using the form in Annex
QD-10.
(i) To be submitted by any O&M Contractors proposed by the Prospective

Bidder to fulfill the Operation and Maintenance Experience requirement in
Section 11.2 b, as identified in the Business Plan (Form QD-1A or Form
QD-1B), item 4.
k. Key Personnel- list of qualified key personnel who fulfill the requirements of
Section 11.2 c using the form in Annex QD-11
(i) To be submitted by the Prospective Bidder.

(ii) More than one name can be submitted for each position; however, at least
one must be submitted.
l. Notarized Statement of Financial Capability- using the form in Annex QD-12
(i) To be submitted by the entity which fulfills the Financial Capability

requirement in Section 11.3, as identified in the Business Plan (Form QD-
1A or Form QD-1B), item 7.
(ii) Required attachments:
1. Certified True Copy of latest audited financial statements which
must be dated not earlier than 31 December 2010, stamped
“received” by the Bureau of Internal Revenue or for foreign entities,
the appropriate government agency equivalent to the Bureau of
Internal Revenue in the foreign country where the foreign entity
was registered for recognition or creation of its juridical personality
or capacity.
2. Certified True Copy of Annual Income Tax Return for 2010
(Bureau of Internal Revenue Form 1702 stamped “received” by the
Bureau of Internal Revenue, or for foreign entities, the appropriate
Page 13 of 57
government agency equivalent to the Bureau of Internal Revenue in
the foreign country where the foreign entity was registered for
recognition or creation of its juridical personality or capacity.
3. Letters from the Prospective Bidder or Lead Member’s banks or
potential lenders expressing their willingness to lend it, or the entity
it will form if it becomes the Winning Bidder, at least Four Billion
Eight Hundred Million Philippine Pesos (Php4,800,000,000.00).
This amount can be reduced by the excess of the Prospective Bidder
or related entity’s net worth over One Billion Two Hundred Million
Philippine Pesos (PhP1,200,000,000.00).
m. Notarized Application to Pre-Qualify to Bid, in the form of Annex QD-13.
(i) To be submitted by the Prospective Bidder.
n. Notarized Corporate Authorizations and Designation of Authorized

Representative:
(i) For Partnerships or Corporations: Authority to Apply to Pre-Qualify and

Designation of Authorized Representative, using the form in Annex QD-
14A.
1. To be submitted by the Prospective Bidder.
(ii) For Consortiums: Consortium Member’s Authority to Participate in

Consortium and Apply to Pre-Qualify, and Designation of Lead Member
and Authorized Representative of Consortium, using the form in Annex
QD-14B.
1. To be submitted by each Consortium Member
13. One Bidder, One Submission
Each Prospective Bidder mays submit only one Application to Pre-Qualify to Bid.A Prospective
Bidder may not be a member of another Consortium, nor have an Affiliate which is a member of
another Consortium. No Consortium Member may be a member of more than one Consortium,
nor have an Affiliate which is a member of another Consortium.
To ensure a level playing field and a competitive Bidding Process, there are restrictions on the
extent of affiliation and ownership between Prospective Bidders and members of different
Consortiums. These are described in greater detail in Section 23.
These restrictions do not limit the participation of proposed Construction Contractors and O&M
Contractors, which may be proposed by more than one Prospective Bidder.
14. Format of Submission of Qualification Documents
Page 14 of 57
Each page of each Qualification Document, including any required attachments, shall be initialed
on the right margin by the Prospective Bidder’s authorized representative as identified in the form
in Annex QD-14A or QD-14B.
Qualification Documents must be printed either in standard A4 or letter size (8 ½” x 11”) paper
and bound together in ring binders or folders of appropriate size. Documents must be paginated
and text must be at least of 12-font size.
Prospective Bidders shall submit the Qualification Documents in the following form:
 One complete original set, clearly marked on each page as “ORIGINAL”

 Nine Certified True Copies, clearly marked on each page as “COPY NO. __”
 A readable compact disc containing an electronic copy of each Qualification
Document, in either Microsoft Word (.doc) or Portable Document Format (.pdf)
format.
Each set of the Qualification Documents must be placed in an envelope. Each of the ten (10)
envelopes containing the Qualification Documents must be sealed and appropriately addressed
and marked as follows:
DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS

NAIA EXPRESSWAY PROJECT
QUALIFICATION DOCUMENTS
[ NAME AND ADDRESS OF PROSPECTIVE BIDDER]
All ten (10) sets of the Qualification Documents and the CD shall be placed in one outer
envelope
If any of the envelopes are not properly sealed and/or marked as instructed above, the SBAC
shall not assume any responsibility for the loss of the Qualification Documents.
15. Procedures for Submission and Opening of Qualification Documents on the
Qualification Documents Submission Date
On the Qualification Documents Submission Date, Prospective Bidders are required to submit
their Qualification Documents to:
Special Bids and Awards Committee for

Public-Private Partnership Projects of the DPWH
Page 15 of 57
th
5 Floor, DPWH, Bonifacio Drive, Port Area
Manila, Philippines
The Qualification Documents must be submitted between 8:30 a.m. and 10:00 a.m. on the
Qualification Documents Submission Date. The date and time of submission shall be recorded
through the use of an official clock designated by the SBAC for that purpose. Each set of the
Qualification Documents submitted shall be numbered in the order received and stamped with
the time of receipt. In addition, the receipt of each set of Qualification Documents will be
recorded in a register in the order of receipt specifying the date, time and name of the
Prospective Bidder submitting the same.
Qualification Documents submitted after 10:00 a.m. on the Qualification Documents Submission
Date shall not be accepted.
Immediately after 10:00 a.m. on the Qualification Documents Submission Date, the SBAC will
begin the opening proceedings by announcing the names of the Prospective Bidders who have
submitted Qualification Documents and any such other details as the SBAC may consider
appropriate. The SBAC will then proceed with opening the envelopes of each Prospective Bidder,
one at a time, in the order in which the same were received. The duly authorized representatives
for each Prospective Bidder who attend the opening proceedings shall sign the register
confirming their attendance.
16. Evaluation of Qualification Documents
The SBAC shall examine the Qualification Documents over a period of not longer than ten (10)
days after the Qualification Documents Submission Date. The detailed evaluation of the
compliance by the Prospective Bidder with the Legal, Technical and Financial Capability
Requirements for the Project shall be based solely upon the Qualification Documents submitted.
The SBAC reserves the right to seek clarification from Prospective Bidders on the form and
contents of their Qualification Documents. The SBAC also reserves the right to make inquiries
with any person, government authority, client organization, consortium member, officer, director,
employee or other agent of any Prospective Bidder for the purpose of clarifying any matter
included in its Qualification Documents.
All submitted information and any clarifications requested by the DPWH shall be assessed
against the criteria for qualification as set out in Section 11 and the documents required in
Section 12 and rated on a “pass-or-fail” basis. The overall rating for the evaluation will be
“qualified” if each criterion is rated “passed” and each required Qualification Document and
attachment is completely submitted. The overall rating will be “disqualified” if any criterion is
rated “failed” or if any required Qualification Document and attachment is missing. In reviewing
the Prospective Bidder’s compliance with the Construction Experience requirement in Section
11.2 a, if a Prospective Bidder submits the name of more than one Construction Contractor to
fulfill this requirement, then as long as at least one Construction Contractor is “passed,” then the
Prospective Bidder will be rated “passed” for that criterion. Similarly, in reviewing the
Prospective Bidder’s compliance with the Operation and Maintenance requirement in Section
Page 16 of 57
11.2 b, if a Prospective Bidder submits the name of more than one O&M Contractor to fulfill this
requirement, then as long as at least one O&M Contractor is “passed,” then the Prospective
Bidder will be rated “passed” for that criterion.
A Prospective Bidder may also be disqualified for the following reasons:
 Failure to comply with any terms, conditions, and instructions of the Invitation
Documents;
 Material misrepresentation in any Qualification Documents or other communication
with the DPWH and SBAC;
 Illegal conduct or attempt to influence the DPWH and SBAC’s evaluation of the
Qualification Documents or the results of the Pre-Qualification process; or
 Other grounds for disqualification of Bidders under the BOT Law and all applicable
laws.
17. Notification of Results of Evaluation of Qualification Documents
The BAC will notify all Prospective Bidders as to whether they passed the qualification stage no
later than ten (10) days after the Qualification Documents Submission Date (“Notice of Pre-
Qualification”). All Prospective Bidders which pass the qualification stage shall be known as
Pre-Qualified Bidders.
If the Prospective Bidder proposed more than one Construction Contractor to fulfill the
Construction Experience requirement in Section 11.2 a, the BAC shall also notify each
Prospective Bidders as to which of the Construction Contractors they proposed were passed.
Similarly, if the Prospective Bidder proposed more than one O&M Contractor to fulfill the
Operation and Maintenance Experience requirement in Section 11.3 b, the BAC shall also notify
each Prospective Bidders as to which O&M Contractors they proposed were passed.
Pre-Qualified Bidders will be allowed to purchase the following Bidding Documents immediately
upon notification that they have been pre-qualified:
 Instructions to Bidders, which will give detailed information about the requirements
for the preparation of Bid Proposals;
 The Draft Concession Agreement;
 The Minimum Performance Standards and Specifications, which will set out technical
requirements for design, construction, operation, and maintenance of the project
through the life of the concession period; and
 Other technical documents prepared by or on behalf of DPWH.
18. Restrictions on Changes in the Composition of Pre-Qualified Bidders
Once a Consortium is pre-qualified to bid, the Consortium’s Lead Member, and any Consortium
Members which fulfill the requirements in Sections 11.2 a and 11.2 b may not withdraw from the
Consortium, nor reduce their percentage interests in the Consortium as submitted in the
Consortium’s Qualification Documents.
Page 17 of 57
Except for the Lead Member and any Consortium Members which fulfill the requirements in
Sections 11.2 a and 11.2 b, other members of the Consortium may withdraw from the Consortium
prior to the Bid Proposals Submission Date. New members may, but need not, be substituted for
Consortium Members who are permitted to withdraw from the Consortium prior to the Bid
Proposals Submission Date. Consortium Members who withdraw from a Consortium, and their
Affiliates, cannot be part of any other Consortium that has pre-qualified and is eligible to bid for
the Project.
Consortium Members may increase their percentage interest in the Consortium between the
submission of Qualification Documents and Bid Proposals.
Notwithstanding the withdrawal of any Consortium Member, whether or not any Consortium
Member which withdraws is replaced by a new Consortium Member, and whether or not any
Consortium Members increase their percentage interest in the Consortium between the
submission of Qualification Documents and Bid Proposals, the Lead Member must still have the
largest percentage interest in the Consortium and must have at least a thirty three percent (33%)
interest in the Consortium at all times, and any Consortium Members which fulfill the
requirements in 11.2 a and 11.2 b must have the required minimum percentage interests in those
sections at all times.
A Consortium which submits a Bid Proposal but is found to have violated the provisions of this
Section will be disqualified.
19. Failure of Qualification Process
If only one Prospective Bidder submits its Qualification Documents, or if there is only one Pre-
Qualified Bidder after the evaluation of Qualification Documents, the Pre-Qualification Process
may be declared a failure, and the Bidding Process may be cancelled.
20. Right to Reject Qualification Documents, Waive Minor Defects, and Not Proceed
with the Bidding
The DPWH reserves the right to accept or reject all or any Application to Pre-Qualify to Bid
without assigning any reason whatsoever.
The DPWH reserves the right to waive any minor defects in the bids, and accept the offer it
deems most advantageous to government.
At any time, the DPWH reserves the right not to proceed with the Bidding Process and the
execution of the Concession Agreement without prior notice or liability, and without any
obligation to give any reason not to proceed.
21. General Conditions and Prohibitions
Page 18 of 57
By submitting Qualification Documents and participating in the pre-qualification process, the
Prospective Bidder acknowledges and agrees that:
a. It, including all Consortium Members, proposed Construction and O&M

Contractors, their Affiliates, and their respective officers, employees, agents and
advisers shall observe the highest standard of ethics during the Bidding Process.
b. It, including all Consortium Members, proposed Construction and O&M

advisers shall not commit any Corrupt Fraudulent, Coercive, Undesirable and
Restrictive Practices.
c. It, including all Consortium Members, Proposed Construction and O&M

advisers, will not engage in any form of political or other lobbying with respect to
the Project or attempt to influence the outcome of the Bidding Process; and
d. It accepts all the terms and conditions of the Invitation Documents.
22. Corrupt, Fraudulent, Coercive, Undesirable, and Restrictive Practices
Notwithstanding anything to the contrary contained herein, or in the Notice of Award, the DPWH
shall reject or disqualify an Application to Pre-Qualify to Bid, a Bid or withdraw the Notice of
Award, without being liable in any manner whatsoever to the Prospective Bidder, Bidder, or any
Consortium Member, if it determines that the Prospective Bidder, Bidder any Consortium
Member, any Proposed Construction Contractor, any proposed O&M Contractor, or any Affiliate
of any of these entities has, directly or indirectly or through an agent, engaged in any Corrupt,
Fraudulent, Coercive, Undesirable, or Restrictive practice in the Bidding Process. In such an
event, the DPWH shall forfeit and appropriate any Bid Security without prejudice to any other
right or remedy that may be available to the DPWH. The DPWH will also seek to impose the
maximum penalties for civil and criminal liability available under the applicable law on
individuals and organizations deemed to be involved in any Corrupt, Fraudulent, Coercive,
Undesirable, or Restrictive Practices.
Without prejudice to the rights and remedies of the DPWH as provided in these Instructions to
Prospective Bidders and the Concession Agreement, if a Prospective Bidder, Bidder, any
Consortium Member, any Proposed Construction Contractor, any proposed O&M Contractor, or
any Affiliate of any of these entities, is found by the DPWH to have directly or indirectly or
through an agent, engaged or indulged in any Corrupt, Fraudulent, Coercive, Undesirable, or
Restrictive Practices during the Bidding Process, or after the issuance of the Notice of Award or
the execution of the Concession Agreement, such Prospective Bidder, Bidder, Consortium
Member, or Concessionaire shall not be eligible to participate in any bidding of the DPWH from
the date it is found to have directly engaged or indulged in any such practices.
For the purposes of this Section, the following terms shall have the meaning hereinafter
respectively assigned to them:
Page 19 of 57
a. “Corrupt Practice” means (i) any of the prohibited acts under Republic Act No.
3019, otherwise known as the Anti-Graft and Corrupt Practices Act, including the
offering, giving, receiving, or soliciting, directly or indirectly, of anything of value
to influence the actions of any person connected with the Bidding Process or the
implementation of the Project.
b. “Fraudulent Practice” means any hoax, delusion, falsification, scheme, artifice,

dishonesty, trickery, deceit, cheating and the like, especially when involving
misrepresentation, omission, concealment, suppression, non-disclosure or
disclosure of incomplete facts, whether in fact or equity, in order to influence the
Bidding Process or implementation of the Concession Agreement.
c. “Coercive Practice” means impairing or harming, or threatening to impair or harm,

directly or indirectly, or exercising undue influence upon any person or property to
influence any person’s participation or action in the Bidding Process or the
implementation of the Concession Agreement.
d. “Undesirable Practice” means (i) establishing contact with any person connected
with or employed or engaged by the DPWH with the objective of canvassing,
lobbying or (ii) in any manner influencing or attempting to influence the Bidding
Process, the evaluation of Qualification Documents or Bids, or the implementation
of the Concession Agreement
e. “Restrictive Practice” means any act, scheme, plan or agreement such as forming
a group, clique, cartel, trust, syndicate, combine, pool and the like or arriving at
any understanding or arrangement among Prospective Bidders, Consortium
Members, Construction Contractors, O&M Contractors, or Bidders with the
objective of restricting, subverting or manipulating a full and fair competition in
the Bidding Process.
23. Conflict of Interest
Prospective Bidders and Consortium Members, including their Affiliates, must not have any
Conflicts of Interest. Without limiting the generality of Conflict of Interest, any of the following
will be considered a Conflict of Interest:
a. A Prospective Bidder, any of its Consortium Members, or any of their Affiliates

(of either a Prospective Bidder or any of its Consortium Members) is a member of
another Consortium, or an Affiliate of a member of another Consortium.
b. A Prospective Bidder, any of its Consortium Members, or any of their Affiliates

(of either a Prospective Bidder or any of its Consortium Members) is proposed as
a Construction Contractor or O&M Contractor of another Prospective Bidder.
Page 20 of 57
c. A Prospective Bidder, any of its Consortium Members, or any of their Affiliates
(of either a Prospective Bidder or any of its Consortium Members) has ownership
interest of at least 20% in any other Prospective Bidder, any Consortium Member
of any other Prospective Bidder, or any of their Affiliates (of either the other
Prospective Bidder or any of its Consortium Members).
d. Another Prospective Bidder, any Consortium Member of another Prospective

Bidder, or any of their Affiliates (of either the other Prospective Bidder or any of
its Consortium Members) has ownership interest of at least 20% in a Prospective
Bidder, any of its Consortium Members, or any of their Affiliates (of either the
Prospective Bidder or any of its Consortium Members).
e. A member of the board of directors, partner, officer, employee, professional

advisor or agent of a Prospective Bidder, any Consortium Member, or any of their
Affiliates (of either the Prospective Bidder or any of its Consortium Members), is
also directly involved in any capacity related to the Bidding Process for the Project
for another Prospective Bidder, any Consortium Member of any other Prospective
Bidder, or any of their Affiliates (of either the Prospective Bidder or any of its
Consortium Members).
f. A Prospective Bidder, any of its Consortium Members, any of its proposed

Construction Contractors or O&M Contractors, or any Affiliate of any of these,
has participated as a consultant to the DPWH in the preparation of any documents,
design, or technical specifications of the Project or in connection with the Bidding
Process.
g. A Prospective Bidder, any of its Consortium Members, any of its proposed

Construction Contractors or O&M Contractors, or any Affiliate of any of these,
engages any legal, financial, or technical adviser of DPWH in relation to the
project, or anyone who is or was an employee of DPWH less than one year before
his or her engagement by the Prospective Bidder, any of its Consortium member,
any of its proposed Construction Contractors or O&M Contractors, or any Affiliate
of any of these.
h. A member of the board of directors, partner, officer, professional advisor, or agent

of a Prospective Bidder, any Consortium Member, or any of their Affiliates (of
either the Prospective Bidder or any of its Consortium Members) is related by
consanguinity or affinity up to the third civil degree to the Secretary of the DPWH
or other DPWH officers who have direct access to information that may
substantially affect the result of the Bidding.
If at any time prior to the signing of the Concession Agreement, any Prospective Bidder or Bidder,
Consortium Member, Proposed Construction Contractor or O&M Contractor, or any Affiliate of
any of these, is found to have a Conflict of Interest as defined in this Section , it shall be
disqualified from further participating in the Bidding Process. If the Conflict of Interest involves
Page 21 of 57
another Prospective Bidder or Bidder, then both Prospective Bidders or Bidders shall be
disqualified.
24. Governing Law and Rules
The provisions of the BOT Law and other applicable Philippine laws shall govern all matters not
specifically covered by the Instructions to Prospective Bidders and other Invitation Documents.
25. Definitions
The following words or terms shall have the following meanings in these Instructions to
Prospective Bidders and other Invitation Documents
a. “Affiliate” means a corporation or entity effectively Controlled by or Controlling

the Bidder or associated with the Bidder under common ownership and Control.
b. “Bid” means a valid offer to undertake the Project to be submitted by a Bidder.
c. “Bid Proposal” means the Bid Letter, Bid Security, and Additional Requirements
for Consortiums with New Members, Technical Proposal and Financial Proposal
to be submitted by the Bidders pursuant to the Instructions to Bidders that will be
released by DPWH after Pre-Qualification.
d. “Bid Proposals Submission Date” means the day to be set by the DPWH for the
submission of the Bid Proposals.
e. “Bid Security” means the instrument provided by the Bidder to guarantee that it
shall comply with all its obligations under the Instructions to Bidders that will be
released by DPWH after Pre-Qualification.
f. “Bidder” means any partnership, corporation, or Consortium which participates

in the Bidding Process by submitting an Application to Pre-Qualify to Bid,
passing Pre-Qualification process, and submitting a Bid Proposal on the Bid
Proposal Submission Date.
g. “Bidding Documents” means the documents enumerated in Section 17 which

may be purchased by Pre-Qualified Bidders.
h. “Bidding Process” means the process beginning from the publication of the
Invitation to Pre-Qualify to Bid until the signing of the Concession Agreement, as
described in Section 4.
i. “BOT Law” means Republic Act No. 6957, as amended by Republic Act No.
7718, and the “Revised Implementing Rules and Regulations of Republic Act No.
6957, “An Act Authorizing the Financing, Construction, Operation and
Maintenance of Infrastructure Projects by the Private Sector and for Other
Page 22 of 57
Purposes”, as amended by Republic Act No. 7718.”
j. “Concession Agreement” means the contract to be executed between the DPWH

and the Winning Bidder or a legal entity formed by the Winning Bidder.
k. “Conflict of Interest” is defined in Section 23.
l. “Consortium” means an unincorporated association of natural or juridical persons

bound by contract or law, solidarily undertaking by mutual written agreement a
common enterprise which is to submit a Bid in accordance with the Bidding
Documents.
m. “Consortium Member” means any of the natural or juridical persons or group of

persons comprising a Consortium, each having a definite interest in the common
undertaking, solidarily liable in the Bid and whose interest will be converted into
an equivalent equity participation in the corporation that will become the
Concessionaire if the Consortium is awarded and accepts the Project.
n. “Construction” means all aspects of construction work and activities relating to

the Project, as provided in the Concession Agreement.
o. “Construction Contractor” means an entity which may be engaged by the

Concessionaire to undertake the Construction, in accordance with the Concession
Agreement.
p. “Control” means, for purposes of defining an Affiliate, the power to direct or

cause the direction of the management policies of a body corporate whether
through: (i) ownership of at least fifty one percent (51%) of the outstanding
voting shares or (ii) ownership of at least twenty percent (20%) of the outstanding
voting shares and possession of at least fifty one percent (51%) of the voting
rights through voting trust or other voting agreements entered into at least one
year before the Qualification Documents Submission Date.
q. “Corrupt, Fraudulent, Coercive, Undesirable, and Restrictive Practices” are

each defined in Section 22.
r. “Design” means the preparation by the Concessionaire of the Detailed

Engineering Design in accordance with the Concession Agreement.
s. “Detailed Engineering Design” means the detailed engineering design, including

plans, drawings, specifications, and design computations for Phase II and the
Phase I Adjustment Works, prepared by the Concessionaire in accordance with
the Concession Agreement.
t. “DPWH” means the Department of Public Works and Highways.
Page 23 of 57
u. “Facility Operator” means the entity designated by the Concessionaire that will
undertake Operation and Maintenance of the NAIA Expressway, in accordance
with the Concession Agreement.
v. “Government Financial Support” means the amount to be provided by the

DPWH to the Concessionaire to finance part of the construction cost of the NAIA
Expressway, as provided in the Concession Agreement.
w. ”Invitation Documents” means the Invitation to Pre-Qualify to Bid, these

Instructions to Prospective Bidders, including its Annexes, the Information
Memorandum, and any supplemental notices and bid bulletins issued by the
SBAC from the date of first publication of the Invitation to Pre-Qualify to Bid
until the Qualification Document Submission Date .
x. “Lead Member” means, for a Bidder which bids as a Consortium, the

Consortium Member having the most significant interest in the Consortium,
which should not be less than thirty three percent (33%), and which should be
designated in writing as such by the other Consortium Members.
y. “Maintenance” means the day to day upkeep and repair of the NAIA Expressway
necessary or required for its safe and proper operation, including the provision of
labor, materials, equipment, and supervision, in accordance with the Concession
Agreement.
z. “Minimum Performance Standards and Specifications” means the set of

minimum performance or functional standards and specifications that the
Concessionaire must comply with in undertaking the Design, Construction,
Operation and Maintenance of the Project.
aa. “NAIA Expressway” means all the physical attributes of civil, mechanical,
structural and architectural works of the Project, more particularly described in
bb. “O&M Contractor” means an entity identified by a Prospective Bidder to

establish Operation and Maintenance Experience under this Instructions to
Bidder, and which entity may eventually be engaged as Facility Operator or have
at least twenty percent (20%) interest in the Facility Operator.
cc. “Operation” means the day-to-day administration and management of the NAIA
Expressway for its use by motorists, including the collection of authorized tolls
from users of the NAIA Expressway and the utilization of necessary manpower,
equipment and materials, in accordance with the Concession Agreement.
dd. “Pre-Qualification” means the first stage of the Bidding Process involving the
submission, opening and evaluation of the Qualification Documents submitted by
the Prospective Bidders.
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ee. “Pre-Qualified Bidder” means a Prospective Bidder which passed Pre-
Qualification.
ff. “Project” is defined in Section 1.
gg. “Prospective Bidder” any partnership, corporation, or Consortium which

participates in the Bidding Process by applying to pre-qualify to Bid.
hh. “Qualification Documents” mean the documents required to be submitted by the

Bidder during the Pre-Qualification stage as provided in Section 12.
ii. “Qualification Documents Submission Date” means 13 September 2011.
jj. “SBAC” means the Special Bids and Awards Committee for Public-Private
Partnership Projects of the DPWH constituted under Special Order No. 68, dated
28 March 2011, pursuant to the BOT Law.
kk. “Winning Bidder” means the Bidder determined by the DPWH as having the
lowest complying post-qualified Bid and issued a Notice of Award as described
in Section 4 d.
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Instructions to Prospective Bidders
Annex QD-1A
ANNEX QD-1A: Business Plan (for a Prospective Bidder which is a partnership or corporation)
1. Name of Prospective Bidder:

_____________________________________________________________
2. Contact Information of Prospective Bidder
a. Address
b. Website
c. Contact Person
i. Telephone
ii. Fax
iii. E-mail
3. Entity which fulfills the Construction Experience Requirement
a. Name of Entity
b. Relationship to
Prospective Bidder
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by the Prospective Bidder proposing a Construction
Contractor or Construction Contractors, list at least one and up to five Construction
Contractors and provide the information above for each of them.
4. Affiliates, if any, of the Entity which fulfills the Construction Experience Requirement,
whose completed projects are being submitted as evidence of that entity’s construction
experience.
Name Address Contact Person Telephone E-mail

Number
Page 26 of 57
Annex QD-1A
5. Entity which fulfills the Operation and Maintenance Experience Requirement
a. Name of Entity
b. Relationship to
Prospective Bidder
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by the Prospective Bidder proposing an O&M Contractor
or O&M Contractors, list at least one and up to five O&M Contractors and provide the
information above for each of them.
6. Affiliate, if any, of the Entity which fulfills the Operation and Maintenance Experience
Requirement whose experience is being submitted as evidence of that entity’s operation and
maintenance experience.
Name
Address
Contact Person
Telephone Number
E-mail
7. Entity which fulfills the Financial Capability Requirement
a. Name of Entity
b. Relationship to
Prospective Bidder
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by an Affiliate of the Prospective Bidder, attach evidence
of such affiliation.
Page 27 of 57
Annex QD-1A
For and on behalf of (Name of Prospective

Bidder/if Consortium, Name of Consortium
and Lead Member)
(Signature of Authorized Representative)

______________________________________
(Name, Title, and Date)
Page 28 of 57
Annex QD-1B
ANNEX QD-1B: Business Plan (for a Prospective Bidder which is a Consortium)
Name of Consortium: ____________________________________________________________
1. Consortium Members
Lead Member Other Member Other Member Other Member

Name
Percentage Interest
in the Consortium
Type of Legal
Entity
(corporation/
partnership)
2. Contact Information of Consortium Members
a. Lead Member
b. Address
c. Website
d. Contact Person
i. Telephone
ii. Fax
iii. E-mail
a. Consortium Member
b. Address
c. Website
d. Contact Person
i. Telephone
ii. Fax
iii. E-mail
b. Address
c. Website
d. Contact Person
i. Telephone
ii. Fax
iii. E-mail
b. Address
c. Website
d. Contact Person
Page 29 of 57
Annex QD-1B
i. Telephone
ii. Fax
iii. E-mail
b. Address
c. Website
d. Contact Person
i. Telephone
ii. Fax
iii. E-mail
3. Entity which fulfills the Construction Experience Requirement
a. Name of Entity
b. Consortium
Member to which
this entity is related
c. Relationship to
Consortium
Member
d. Address
e. Website
f. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by the Prospective Bidder proposing a Construction
Contractor or Construction Contractors, list at least one and up to five Construction
Contractors and provide the information above for each of them.
4. Affiliates, if any, of the entity which fulfills the Construction Experience Requirement,
whose completed projects are being submitted as evidence of that entity’s construction
experience.
Name Address Contact Person Telephone E-mail

Number
Page 30 of 57
Annex QD-1B
5. Entity which fulfils the Operation and Maintenance Experience Requirement
a. Name of Entity
b. Consortium
Member to which
this entity is related
c. Relationship to
Consortium
Member
d. Address
e. Website
f. Contact Person
Telephone
Fax
E-mail
Note:
a. If this requirement is fulfilled by the Prospective Bidder proposing an O&M Contractor
or O&M Contractors, list at least one and up to five O&M Contractors and provide the
information above for each of them.
6. Affiliate, if any, of the entity which fulfills the Operation and Maintenance Experience
Requirement, whose experience is being submitted as evidence of that entity’s operation and
maintenance experience.
Name
Address
Contact Person
Telephone Number
E-mail
7. Entity which fulfils the Financial Capability Requirement
a. Name of Entity
b. Relationship to
Lead Member
c. Address
d. Website
e. Contact Person
Telephone
Fax
E-mail
Note:
Page 31 of 57
Annex QD-1B
a. If this requirement is fulfilled by an Affiliate of the Lead Member, please provide

evidence of such affiliation.

and Lead Member)

______________________________________
Page 32 of 57
Annex QD-2
ANNEX QD-2: Basic Information Sheet
a. To be submitted by all entities listed in all sections of the Business Plan (Form QD-1A or
QD-1B).
b. Required attachment: For all entities submitting this form, a certified true copy of its latest
General Information Sheet, stamped “received” by the Securities and Exchange Commission
(SEC) or for a foreign entity, the equivalent document submitted to and acknowledged by the
appropriate government agency equivalent to the SEC in the foreign country where the
foreign entity was registered for recognition or creation of its juridical personality or capacity.
1. Name of Entity
2. Type of entity  Partnership
(please check one)  Corporation
3. Consortium Member  Yes
or not? (please check  No
one)
4. Construction  Yes
Contractor or not?  No
(please check one)
5. O&M Contractor or  Yes
not?  No
(please check one)
6. Affiliate of an entity  Yes, Affiliate of _______________
listed in QD-1A or  No
QD-1B?
7. Place of
Incorporation or
Registration
8. Year of
Incorporation or
Registration
9. Principal Purposes
or Businesses
10. Shareholder or Partner Information
Name of Shareholder or Nationality Percentage total of shareholding or partnership

Partner interest
Page 33 of 57
Annex QD-2
(Insert rows as necessary)
11. Information on Beneficial Owners who own more than 5% Beneficial Interest
Name of Beneficial Owner Nationality Percentage total of Beneficial Ownership
(Insert rows as necessary)
For and on behalf of (Name of Entity) For and on behalf of (Name of Prospective
and Lead Member)

______________________________________ (Signature of Authorized Representative)
(Name, Title, and Date) ______________________________________
Page 34 of 57
Annex QD-3
ANNEX QD-3: Certified True Copy of SEC Certificate of Incorporation, Articles of

Incorporation, and By-Laws (or for a foreign entity, the equivalent document
submitted to and acknowledged by the appropriate government agency
equivalent to the SEC in the foreign country where the foreign entity was
registered for recognition or creation of its juridical personality or capacity
a. To be submitted by all entities listed in all sections of the Business Plan (Form QD-1A or
QD-1B)
Page 35 of 57
Annex QD-4
ANNEX QD-4: Notarized Certification of Absence of Unsatisfactory Performance Record
a. To be accomplished by the authorized representative of each of the Prospective Bidder and

the entities listed in all sections of the Business Plan (Form QD-1A or QD-1B).
Prospective Bidder:
Entity which fulfils a
Qualification
Requirement:
Relationship to
Prospective Bidder:
Republic of the Philippines )

) s.s.
Certification of Absence of Unsatisfactory Performance Record
I, (insert name),(insert citizenship), of legal age, with office address at (insert address), as the
(insert position/designation) of (insert name of company represented), a
(corporation/partnership) organized and existing under and by virtue of the laws of (insert place
of incorporation/registration) hereby certify, for and on behalf of (name of company
represented), that (insert name of company represented) does not have any record of
unsatisfactory performance on any of its projects and contracts. “Unsatisfactory Performance”
means any of the following:
1. Failure to satisfactorily perform any of our obligations on any contract, as evidenced by

imposition of a judicial pronouncement or arbitration award;
2. Expulsion from any project or contract;
3. Termination any of its contracts due to breach of its obligations thereunder;
4. Inclusion in a blacklist issued by any governmental agency;
5. Involvement in any Corrupt, Fraudulent, Coercive, Undesirable, or Restrictive Practice or

having Conflicts of Interest.
Date and Place of Execution.
For and on behalf of (Name of Entity)

______________________________________
(Name)
(Designation)
Page 36 of 57
Annex QD-4
SUBSCRIBED AND SWORN TO before me this (____) day of (month and year) at (place),
affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial
regulations), issued at (city) on (date).
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: ________
Series of 2011.
Page 37 of 57
Annex QD-5
ANNEX QD-5: Construction Experience
a. To be submitted by the entity or entities which fulfill the Construction Experience

requirement in Section 11.2 a as identified in the Business Plan (Form QD-1A or QD-1B),
item 3.
b. Required attachment for each project:
(i) Certificate of Project Completion from the project’s owner.
(ii) If the project was completed by an Affiliate of the entity which fulfills the Construction
Experience requirement, evidence of such affiliation.
1. Entity which fulfils the Construction Experience Requirement in Section 3.2 a, as identified
in item 3 of the Business Plan (Form QD-1A or QD-1B).
Prospective Bidder:
Entity which fulfils the
requirement:
Relationship to (Prospective Bidder / Consortium Member / Construction Contractor)
Prospective Bidder:
2. Project Completed with Value of at least One Billion Philippine Pesos (PhP1,000,000,000.00)
Name of Project
Location
Description
Date of Contract
Nature of Involvement
Client*
Cost of Contract
Name of Entity which**
Completed the Project
*Please attach Certificate of Project Completion
**Must be the Entity identified in #1 or an Affiliate. If an Affiliate, please attach evidence of
such affiliation.
3. Other Projects
(a) Name of Project:

Location
Description
Date of Contract
Client*
Cost of Contract
Page 38 of 57
Annex QD-5

such affiliation.
(b) Name of Project:

Location
Description
Date of Contract
Client*
Cost of Contract
such affiliation.
(c) Name of Project:

Location
Description
Date of Contract
Client*
Cost of Contract
such affiliation.
(d) Name of Project

Location
Description
Date of Contract
Client*
Cost of Contract
such affiliation.
(e) Name of Project

Location
Page 39 of 57
Annex QD-5
Description
Date of Contract
Client*
Cost of Contract
such affiliation.
(f) Name of Project

Location
Description
Date of Contract
Client*
Cost of Contract
such affiliation.
and Lead Member)
(Signature of Authorized Representative) (Signature of Authorized Representative)

______________________________________ ______________________________________
(Name, Title, and Date) (Name, Title, and Date)
Page 40 of 57
Annex QD-6
ANNEX QD-6: Construction Contractor’s Notarized Statement of Willingness to Participate

In, and Capacity to Undertake the Requirements of, the Project
a. To be submitted by any Construction Contractors proposed by the Prospective Bidder to

fulfill the Construction Experience requirement in Section 11.2 a, as identified in the
Business Plan (Form QD-1A or Form QD-1B), item 3.
Prospective Bidder:
requirement:
Relationship to
Prospective Bidder:

) s.s.
Notarized Statement of Willingness to Participate in, and Capacity

to Undertake the Requirements of, the Project
(insert position/designation) of (insert name of Construction Contractor), a
(corporation/partnership) organized and existing under and by virtue of the laws of (insert place
of incorporation/registration) hereby declare for and on behalf of (name of Construction
Contractor) that:
1. (Name of Construction Contractor) is willing to participate, through the (Name of

Prospective Bidder) in the Pre-Qualification for the NAIA Expressway Project in
accordance with the Instructions to Prospective Bidders.
2. (Name of Construction Contractor) has the required experience and capacity to undertake
the requirements for its services in the Project in accordance with the provisions of the
Invitation Documents.
3. Based on my personal knowledge or authentic documents, that the information provided in

form QD-4 to QD-5 are true and correct.
4. If selected by (Name of Prospective Bidder), (name of Construction Contractor) shall

formally enter into a contract with the Concessionaire to perform the obligations and
assume the attendant liabilities as Construction Contractor for the NAIA Expressway
Project.
Page 41 of 57
Annex QD-6

______________________________________
(Name)
(Designation)
Notary Public
Doc. No.: _________

Page No.: _________
Book No.: ________
Series of 2011.
Page 42 of 57
Annex QD-7
ANNEX QD-7: Certified True Copy of Proposed Construction Contractor’s License from
PCAB for Large B Classification/License Category AAA

fulfill the Construction Experience requirement in Section 11.2 a, as identified in item 3 of
the Business Plan (Form QD-1A or Form QD-1B).
Prospective Bidder:
requirement:
Relationship to
Prospective Bidder:
Page 43 of 57
Annex QD-8
ANNEX QD-8: Certified True Copy of Valid ISO 9001:2000 Certification

fulfill the Construction Experience requirement in Section 11.2 a, as identified in item 3 of
the Business Plan (Form QD-1A or Form QD-1B).
Prospective Bidder:
requirement:
Relationship to
Prospective Bidder:
Page 44 of 57
Annex QD-9
ANNEX QD-9: Operation and Maintenance Experience
a. To be submitted by the entity which fulfills the Operation and Maintenance Experience
requirement in Section 11.2 b, as identified in the Business Plan (Form QD-1A or Form QD-
1B), item 5.
b. Required attachments for each project:
(i) Certificate of Project Completion or Ongoing Project from Owner.
(ii) If the project was or is being undertaken by an Affiliate of the entity which fufills the
Operation and Maintenance Experience requirement, evidence of such affiliation.
Prospective Bidder:
requirement:
Relationship to
Prospective Bidder:
Name of Project
Location
Description
Start Date of Operation
Period
End Date of Operation
Period
Client*
Cost of Contract
Name of Entity
which** Completed the
Project
*Please attach Certificate of Project Completion or Ongoing project from Owner
such affiliation.
and Lead Member)
(Signature of Authorized Representative) (Signature of Authorized Representative)

______________________________________ ______________________________________
(Name) (Name)
(Designation) (Designation)
Page 45 of 57
Annex QD-10
ANNEX QD-10: O&M Contractor’s Notarized Statement of Willingness to Participate In, and
Capacity to Undertake the Requirements of, the Project
a. To be submitted by any O&M Contractors proposed by the Prospective Bidder to fulfill the
Operation and Maintenance Experience requirement in Section 11.2 b, as identified in the
Business Plan (Form QD-1A or Form QD-1B), item 5.
Prospective Bidder:
requirement:
Relationship to
Prospective Bidder:

) s.s.
Notarized Statement of Willingness to Participate in, and Capacity

to Undertake the Requirements of, the Project
(insert position/designation) of (insert name of O&M Contractor), a (corporation/partnership)
organized and existing under and by virtue of the laws of (insert place of
incorporation/registration), after having been duly sworn according to law, hereby declare for
and on behalf of (name of O&M Contractor), that:
1. (Name of O&M Contractor) is willing to participate, through the (Name of Prospective

Bidder), in the Bid for the NAIA Expressway Project in accordance with the Instructions
to Prospective Bidders.
2. (Name of O&M Contractor) has the required experience and capacity to participate in the
Project in accordance with the provisions of the Invitation Documents.
3. Based on my personal knowledge or authentic documents, that the information provided in

form QD-4 and QD-9 are true and correct.
4. If selected by (Name of Prospective Bidder), (Name of O&M Contractor) shall formally

enter into a contract with the Concessionaire to perform the obligations and assume the
attendant liabilities as Facility Operator for the NAIA Expressway Project, or own at least
twenty percent (20%) of the Facility Operator which will be engaged by Concessionaire,
for at least five years starting from issuance of the Toll Operation Certificate for the
NAIA Expressway Project.
For and on behalf of (Name of O&M Contractor)
Page 46 of 57
Annex QD-10

______________________________________
(Name)
(Designation)
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: ________
Series of 2011.
Page 47 of 57
Annex QD-11
ANNEX QD-11: Key Personnel
Name of Prospective Bidder:

________________________________________________________________
1. Proposed Project Manager
a. Name
b. Employer
c. Position
d. Nationality
e. Date of Birth
f. Key Experience (add columns as necessary)
Employer
Position
Start Date
End Date
Description of Projects
Undertaken
g. Educational Background
College Degree: School: Year Graduated:

Graduate Studies: School: Year Graduated:
Professional License: Year:
2. Proposed Manager, Design
a. Name
b. Employer
c. Position
d. Nationality
e. Date of Birth

Employer
Position
Start Date
End Date
Undertaken
Page 48 of 57
Annex QD-11

3. Manager, Operation and Maintenance
a. Name
b. Employer
c. Position
d. Nationality
e. Date of Birth
Employer
Position
Start Date
End Date
Undertaken


and Lead Member)

______________________________________
Page 49 of 57
Annex QD-12
ANNEX QD-12: Notarized Statement of Financial Capability
a. To be submitted by the entity which fulfills the financial capability requirement in Section
11.3, as identified in the Business Plan (Form QD-1A or Form QD-1B), item 7.
b. Required attachments:
(i) Certified True Copy of audited financial statements for 2010, stamped “received” by
the Bureau of Internal Revenue or for foreign entities, the appropriate government
agency equivalent to the Bureau of Internal Revenue in the foreign country where the
foreign entity was registered for recognition or creation of its juridical personality or
capacity.
(ii) Certified True Copy of Annual Income Tax Return for 2010 (Bureau of Internal
Revenue Form 1702 stamped “received” by the Bureau of Internal Revenue, or for
foreign entities, the appropriate government agency equivalent to the Bureau of Internal
Revenue in the foreign country where the foreign entity was registered for recognition
or creation of its juridical personality or capacity.
(iii) Letters from the Prospective Bidder or Lead Member’s banks or potential lenders
expressing their willingness to lend it, or the entity it will form if it becomes the
Winning Bidder, at least Four Billion Eight Hundred Million Philippine Pesos (PhP
4,800,000,000.00). This amount can be reduced by the excess of the Prospective Bidder
or related entity’s net worth over One Billion Two Hundred Million Philippine Pesos
(PhP 1,200,000,000.00).
Prospective Bidder:
requirement:
Relationship to
Prospective Bidder:

) s.s.
Notarized Statement of Financial Capability
(insert position/designation) of (insert name of entity), a (corporation/partnership) organized and
existing under and by virtue of the laws of (insert place of incorporation/registration), after
having been duly sworn according to law, hereby certify for and on behalf of (name of entity)
that the information stated in this Notarized Statement of Financial Capability is true and that
the attached documents are genuine and true copies of the original.
1. The Financial Summary of (Name of Entity) from 2008-2010 is as follows:
Financial Information 2010 2009 2008

(indicate last day of
Page 50 of 57
Annex QD-12
accounting year)
1. Total Assets
2. Total Liabilities
3.Total Net Worth
4. Profits before Taxes
5. Profits after Taxes
2. The Prospective Bidder or Lead Member is a customer in good standing in the following
banks (provide the names of at least two banks):
Name of Bank
Address
Contact Person

______________________________________
(Name)
(Designation)
SUBSCRIBED AND SWORN TO before me this (____) day of (month and year) at (place), each
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: ________
Series of 2011.
Page 51 of 57
Annex QD-14A
ANNEX QD-13: Notarized Application to Pre-Qualify to Bid
a. To be submitted by the Prospective Bidder.
[Letterhead]
Republic of the Philippines)

) s.s.
Notarized Application to Pre-Qualify to Bid for NAIA Expressway Project
I, (insert name),(insert citizenship), of legal age, with office address at (insert address), after
having been duly sworn according to law, hereby declare for and on behalf of (name of
Prospective Bidder) that:
authorized representative of (insert name of Prospective Bidder), a (corporation/partnership or
Consortium) (organized and existing under and by virtue of the laws of [insert place of
incorporation/registration] or organized by agreement among its Consortium Members), as
indicated by the authorization certificate attached as [Annex QD-12A (for a partnership or
corporation): Authority to Apply to Pre-Qualify and Designation of Authorized Representative]
or Annex QD-12B (for a Consortium Prospective Bidder, to be submitted by each Consortium
Member): Consortium Member’s Authority to Participate in Consortium and Apply to Pre-
Qualify, and Designation of Lead Member and Authorized Representative of Consortium], after
having been duly sworn according to law, hereby certify for and on behalf of (name of
Prospective Bidder) that:
1. In accordance with the Bidding Documents for the NAIA Expressway Project (hereinafter
referred to as the “Project”), the Name of Prospective Bidder, a partnership/
corporation/Consortium with business address at ______________________________, is
applying to pre-qualify to bid for the NAIA Expressway Project and submit its
Qualification Documents.
2. (Name of Prospective Bidder) confirms that all statements made and the information and
documents provided in its Qualification Documents, including statements made by all
Consortium Members, their Affiliates, proposed Construction Contractors, and proposed
O&M Contractors in any of the Qualification Documents are true and correct, and any
misrepresentation or false statement made therein shall be a ground for its disqualification.
3. (Name of Prospective Bidder) authorizes the DPWH to conduct any inquiries or

investigations to verify the statements, documents, and information submitted in its
Qualification Documents, and to seek clarification from its clients and bankers regarding
any technical and financial aspects. (Name of Prospective Bidder) also permits third
parties to supply information required to verify statements and information submitted in
its Qualification Documents.
Page 52 of 57
Annex QD-14A
4. (Name of Prospective Bidder) acknowledges the right of the DPWH to reject its
Qualification Documents without assigning any reason and to cancel the Bidding Process
at any time, without incurring any liability, and accepts all the terms and conditions of the
Instructions to Prospective Bidders and other Invitation Documents.
5. (Name of Prospective Bidder), including the entities it has identified to comply with the
Qualification Requirements under the Instructions to prospective Bidders, have not at any
time engaged in any Corrupt, Fraudulent, Coercive, Undesirable, or Restrictive Practices,
nor have a Conflict of Interest.
6. (Name of Prospective Bidder) waives any right to and shall not seek or obtain any
restraining order, writ of injunction or prohibition or any other form of coercive judicial,
quasi-judicial or administrative writ, process or issuance against the DPWH to restrain,
prevent, suspend, or in any manner forestall, hinder or render inconvenient the Bidding
Process. (Name of Prospective Bidder) acknowledges that the DPWH is undertaking this
Bidding Process in the performance of its functions to ensure the provision of a critical
basic necessity and that, therefore, the Project is of paramount public interest and
importance and that the DPWH will suffer serious and irreparable damage on account of
any breach by (Name of Prospective Bidder) of these undertakings, and agree that the
breach of these undertakings shall result in (Name of Prospective Bidder)’s automatic
disqualification to bid for the Project.

Bidder/Name of Consortium / List of
Consortium Members)

______________________________________
(Name)
(Designation)
Notary Public
Doc. No.: ________

Page No.: ________
Book No.: _______
Series of 2011.
Page 53 of 57
Annex QD-14A
ANNEX QD-14A: Authority to Apply to Pre-Qualify and Designation of Authorized

Representative
a. To be submitted by a Prospective Bidder which is a partnership or corporation
[Letterhead]
) s.s.
I, Corporate Secretary or equivalent officer, after having been duly sworn according to
law, hereby depose and state that:
1. I am a Filipino citizen, of legal age and a resident of [];
2. I am the duly elected Corporate Secretary or equivalent officer of name of

Prospective Bidder (the “Prospective Bidder”), a corporation/partnership organized and existing
under and by virtue of the laws of the Philippines;
3. At a regular/special meeting of the Board of Directors/Partners of the Firm, held

on date at place, in which meeting a quorum was present and acting throughout, the following
Resolutions were unanimously passed and approved:
RESOLVED, AS IT IS HEREBY RESOLVED, that name of Prospective

Bidder (the “Proponent”) be, and is, authorized to participate in the
Bidding Process for the financing, design, construction, operation and
maintenance of the NAIA Expressway (“Project”) (hereinafter called the
“Project”) and to apply for Pre-Qualification as Bidder for the Project;
RESOLVED FURTHER, that Name of Representative be and is hereby

appointed as the authorized representative of the Prospective Bidder
during Pre-Qualification, authorized to execute, sign, and receive
documents for, and otherwise act in the name of, the Prospective Bidder;
RESOLVED, FINALLY, that any and all acts done and/or performed by
Name of Representative under and by virtue of this resolution be, as they
are hereby, confirmed and ratified.
4. These resolutions have not been revoked, amended or modified and remain valid
and binding on the Prospective Bidder;
5. That the above resolutions are in accordance with the records of the Prospective
Bidder.
Place, Date of Execution.
Page 54 of 57
Annex QD-14A
__________________________________
[Corporate Secretary or Equivalent Officer]
Doc. No.: ________

Page No.: ________
Book No.: _______
Series of 2011.
Page 55 of 57
Annex QD-14B
ANNEX QD-14B: Consortium Member’s Authority to Participate in Consortium and Apply

to Pre-Qualify, and Designation of Lead Member and Authorized Representative of Consortium
a. For a Prospective Bidder which is a Consortium, to be submitted by each Consortium

Member
[Letterhead of Prospective Bidder]

) s.s.
I, Corporate Secretary or equivalent officer, after having been duly sworn according to
law, hereby depose and state that:
1. I am a Filipino citizen, of legal age and a resident of [];
2. I am the duly elected Corporate Secretary or equivalent officer of Consortium

Member (the “Firm”), a corporation/partnership organized and existing under and by virtue of
the laws of the Philippines;
3. At a regular/special meeting of the Board of Directors/Partners of the Firm, held

on date at place, in which meeting a quorum was present and acting throughout, the following
Resolutions were unanimously passed and approved:
RESOLVED, AS IT IS HEREBY RESOLVED, that the Firm be, and is,

authorized to participate, through a Consortium consisting of the following
Members and their respective nationalities and percentage interests in the
Consortium, in the Bidding Process for the financing, design, construction,
operation and maintenance of the NAIA Expressway (“Project”) (hereinafter
called the “Project”) and to apply for Pre-Qualification of Prospective Bidders for
the Project;
Name of Consortium Member Nationality % Interest
RESOLVED FURTHER, that Name of Firm’s Representative be and is hereby

appointed as the authorized representative of the Firm, authorized to execute, sign,
and receive documents for, and otherwise act in the name of, the Firm;
RESOLVED FURTHER, that the Firm in the exercise of its interest in the
Consortium hereby:
Page 56 of 57
Annex QD-14B
(a) designates Name of Lead Member of Consortium as Lead Member

of the Consortium with the authority to represent Consortium
during the Pre-Qualification of Prospective Bidders for the Project;
(b) authorizes Name of Authorized Representative of Name of Lead

Member of Consortium as representative of the Consortium during
the Pre-Qualification of Bidders for the Project, and for such
purpose shall have the authority to execute, sign and receive
documents for, and otherwise act in the name of the Consortium.
RESOLVED, FINALLY, that any and all acts done and/or performed by Name of
Lead Member of Consortium and Name of Authorized Representative under and
by virtue of this resolution be, as they are hereby, confirmed and ratified.
4. These resolutions have not been revoked, amended or modified and remain valid
and binding on the Firm;
5. That the above resolutions are in accordance with the records of the Firm.
Place, Date of Execution.

__________________________________
[Corporate Secretary or Equivalent Officer]
Notary Public
Doc. No.: ________

Page No.: ________
Book No.: ________
Series of 2011.
Page 57 of 57
BIDDING DOCUMENTS
PART III: MINIMUM PERFORMANCE

STANDARDS AND SPECIFICATIONS
MAIN TEXT, WITHOUT ANNEXES
WITH JICA UPDATE, 05 AUGUST 2011
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TABLE OF CONTENTS
Page
PART III: MINIMUM PERFORMANCE STANDARDS AND SPECIFICATIONS 4
SECTION 1.0 MINIMUM EXPRESSWAY CONFIGURATION 4
1.1 Expressway Alignment 4

1.2 Ramp Layout 6
1.3 Number of Lanes of Main Expressway and Ramps 7
1.4 Number of Lanes Before and After Construction 7
1.5 Vertical Clearance 8
1.6 NAIA Navigational Height Limitations 8
1.7 Pedestrian Overpass Bridges 9
1.8 Basic Right-of-Way 9
1.9 Environmental Compliance Certificate Requirements 10
1.10 Noise Barrier and Security Fence 10
1.11 Road Network Development 10
1.12 Indicative Minimum Requirements for Phase 1 Adjustments 11
SECTION 2.0 DESIGN 11
2.1 Scope of Design 11

2.2 Outputs of Detailed Engineering Design by Concessionaire 12
2.3 Phase II Design Criteria and Standards: Expressway Structures 15
2.4 Phase II Design Criteria and Standards: Tolling Facilities 26
2.5 Phase II Design Criteria and Standards: Traffic Safety and
Related Devices 36
2.6 Phase I Adjustment Works Design Standards 39
SECTION 3.0 CONSTRUCTION 39
3.1 Scope of Construction 39

3.2 Standards and Specifications for Construction 39
3.3 Detailed Construction Plan 40
3.4 Relocation of Public Utilities 41
3.5 Traffic Management During Construction 42
3.6 Test Requirements 44
3.7 Completion of Construction 45
SECTION 4.0 OPERATION AND MAINTENANCE 45
4.1 General Obligations 45

4.2 Expressway Operation: Toll Collection System 47
4.3 Expressway Operation: Traffic Safety and Control System 48
4.4 Expressway Operation: Power and Other Utilities 49
4.5 Expressway Maintenance: Expressway Structures 50
4.6 Expressway Maintenance: Toll Plazas and Buildings 53
4.7 Expressway Maintenance: Equipment and Utilities 54
4.8 Customer Service and Satisfaction 54
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4.9 Expressway Operation and Maintenance Manuals 55
4.10 Key Performance Indicators for Operation and Maintenance of the
Entire Expressway with Liquidated Damages 55
SECTION 5.0 ASSET CONDITION AT END OF CONCESSION TURNOVER 60
LIST OF FIGURES
Figure 1. Minimum Expressway Configuration 5

Figure 2. Interface Between Phase I and Phase II 6
Figure 3. Number of Traffic Lanes of At-Grade Roads 8
Figure 4. Navigational Height Limitations Along Andrews Avenue and Domestic Road 9
Figure 5. Scope of Design 12
Figure 6. Layout of Typical Toll Plaza 29
LIST OF TABLES
Table 1. Number of Traffic Lanes of At-Grade Roads for Phase II 7

Table 2. Road Network Development Projects 10
Table 3. Design Life Standards 16
Table 4. K Values for Sag and Crest Vertical Curves Based on Stopping Sight Distance 17
Table 5. Deceleration Length for Design Speed of Exit Curve 17
Table 6. Acceleration Length for Entrance Curve Design Speed 18
Table 7. Adjustment Factors for Deceleration Lane Length on Grade in Relation
to Design Speed 18
Table 8. Adjustment Factors for Acceleration Lane Length on Grade in Relation
to Design Speed 19
Table 9. Geometric Design Standards 20
Table 10. Location of On- and Off-Ramps 21
Table 11. Material Requirements for Concrete 24
Table 12. DPWH Vehicle Types Used in DPWH RTIA 36
Table 13. Key Performance Indicators for Operation of NAIA Expressway and
Liquidated Damages for Non-Compliance 56
Table 14. Key Performance Indicators for Maintenance of NAIA Expressway and
Liquidated Damages for Non-Compliance 57
Table 14. Residual Life Standards 60
LIST OF ANNEXES
Annex A. CAAP Letter dated May 30, 2011, on Maximum Allowable Top Elevation
at NAIA Expressway Phase II 61
Annex B. Maps of Basic Right-of-Way 63
Annex C. Environmental Compliance Certificate for NAIA Expressway Project, 2002 74
Annex D. Original Plans and Specification for Phase I as Approved by DPWH – in CD 79
Annex E. DPWH Standard Specifications for Public Works and Highways, 2004
Edition, Volume II – Highways, Bridges and Airports, or “Blue Book” – in CD 80
Annex F. Schedule of Minimum Testing Requirements for Construction 81
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PART III: MINIMUM PERFORMANCE STANDARDS
AND SPECIFICATIONS
The purpose of the Minimum Performance Standards and Specifications ("MPSS") is to:
 establish the minimum requirements that the Concessionaire must comply with to design,
construct, operate and maintain the NAIA Expressway;
 create certainty for both the DPWH and the Concessionaire in the standards of
performance expected of the Concessionaire; and
 implement a system of Key Performance Indicators for the Concessionaire and a

liquidated damages system for non-compliance with those Key Performance Indicators.
This MPSS forms part of the Concession Agreement for the NAIA Expressway, and the
Concessionaire is required to comply with all the MPSS provisions. These standards and
specifications apply to Phase I and Phase II of the NAIA Expressway.
SECTION 1.0 MINIMUM EXPRESSWAY CONFIGURATION
The Concessionaire shall comply with the Minimum Expressway Configuration, as

described in this Section 1.0.
The NAIA Expressway is an "Open System."
1.1 Expressway Alignment
Phase I commences at the Skyway junction with Sales Street, runs along Sales Street and
ends at Coordinates: North = 1605866.31486, East 502268.99378).
Phase II starts at the end point of Phase I (Coordinates: North = 1605866.31486, East
502268.99378), runs on Sales Avenue, Andrews Avenue, Domestic Road, NAIA (MIA)
Road and ends at Roxas Boulevard/Manila-Cavite Coastal Expressway, as shown in Figure
1.
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Manila-Cavite
Coastal
Expressway
Figure 1. Minimum Expressway Configuration

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Figure 2 is a diagram which shows the point at which Phase I and Phase II commences.
Figure 2. Interface Between Phase I and Phase II
1.2 Ramp Layout
Five new on-ramps and five new off-ramps and one existing off-ramp shall be provided as
shown in Figure 1.
a. One on-ramp (No. 1) for traffic from NAIA Terminal 3, bound for the Skyway, and one
existing off-ramp (No. 11) for traffic from the Skyway, bound for NAIA Terminal 3.
b. One off-ramp (No. 3) for traffic from Paranaque, bound for NAIA Terminal 3.
c. One on-ramp (No. 2) along Andrews Ave. to collect traffic from NAIA Terminal 3
traffic and traffic on Andrews Ave.
d. One off-ramp (No. 4) for access to NAIA Terminal 1 and one off-ramp (No. 5) for
access to NAIA Terminal 2.
e. One on-ramp (No. 6) to collect traffic from NAIA Terminal 1 and NAIA Terminal 2.
f. One on-ramp (No. 7) and one off-ramp (No. 8) from/to the Manila-Cavite Coastal
Expressway.
g. One on-ramp (No. 9) and one off-ramp (No. 10) from/to Roxas Boulevard.
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The one existing on-ramp of Phase I is to be removed.
One emergency exit for overloaded trucks shall be provided in the direction of the Skyway-
bound traffic after the weighbridge at the main toll plaza in front of NAIA Terminal 3.
The existing toll plaza (A) built under Phase I near the Skyway will be maintained.
1.3 Number of Traffic Lanes of Main Expressway and Ramps
The number of traffic lanes of the main expressway shall be four (4) - i.e., 2 lanes x 2
directions.
The number of traffic lanes of each ramp shall be one (1).
1.4 Number of Traffic Lanes During and After Construction
a. For Phase II, the number of traffic lanes of at-grade roads during and after construction shall be
as shown in Table 1 and Figure 3.
Table 1. Number of Traffic Lanes of At-Grade Roads for Phase II

At-grade Road Existing No. of No. of Traffic No. of Traffic
Traffic Lanes Lanes During Lanes After
Construction Construction
Sales Avenue East Bound 3 (Before on-ramp) 2 3
2 (After on-ramp)
West Bound 3 (Under off-ramp) 2 3
2 (Under off-ramp)
Andrews Avenue East Bound 3-4 3 3-4
(Sales Ave.–Roundabout) West Bound 3 3 3
Andrews Avenue (Round- East Bound 3 3 3
about–Domestic Road) West Bound 3 3 3
Domestic Road North Bound 3 2 3
South Bound 3 2 3
NAIA (MIA) Road East Bound 4 2 4
(Domestic Road–Quirino West Bound 4 2 4
Avenue)
NAIA (MIA) Road (Quirino East Bound 4 2 4
Avenue – Roxas Boulevard) West Bound 3 2 3
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Figure 3. Number of Traffic Lanes of At-Grade Roads
b. During the implementation of the Phase I Adjustment Works, at least two lanes of the
Phase I segment in each direction of the main expressway and at least one lane in each
direction of the ramps in the Phase I segment shall be kept open at all times.
1.5 Vertical Clearance
The vertical clearance for the expressway and at-grade roads shall be as follows;
Desirable Vertical Clearance: 5.00 m

Absolute Minimum Vertical Clearance: 4.88 m – This is applicable only to the section
controlled by the NAIA Navigational Height Limitations as indicated in Figure 4.
1.6 NAIA Navigational Height Limitations
The NAIA Expressway Project shall comply with the Maximum Allowable Top Elevation
(MATE) or Height Limitation at critical points along the alignment of the Project, as stated
in the letter dated May 30, 2011 of the Director General of the Civil Aviation Authority of
the Philippines (CAAP) given in Annex A and shown in Figure 4.
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Maximum Allowable Top
Elevation (MATE)
Point No. MATE (meters
above mean sea level)
1 14.9940
2 15.3500
3 16.0500
4 15.4400
5 12.4700
6 10.1886
7 11.1500
8 25.6000
Figure 4. Navigational Height Limitations Along Andrews Avenue and Domestic Road
1.7 Pedestrian Overpass Bridges
Existing pedestrian overpass bridges shall be treated as follows;
Pedestrian Overpass Bridge across Andrews To be removed and replaced with new
Avenue: one near the existing location.
Pedestrian Overpass Bridge across Domestic To be removed and converted to

Road: pedestrian crossing with traffic light.
Pedestrian Overpass Bridge near the Intersection To be removed and replaced with new
between Domestic Road and NAIA Road: one near the intersection.
Pedestrian Overpass Bridge at the Intersection To remain as is.

between NAIA Road and Roxas Boulevard:
The minimum vertical clearance on the pedestrian overpass bridge shall be 2.00 m.
1.8 Basic Right-of-Way
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The Maps of the Basic Right-of-Way corresponding to the Minimum Configuration
described above are shown in Annex B.
The Concessionaire may locate the center line of the NAIA Expressway within the Basic
Right of Way.
The Concessionaire shall be responsible for and bear the costs of acquiring any Additional
Right-of-Way which it needs for the NAIA Expressway Project and is not included in the
Basic Right-of-Way.
1.9 Environmental Compliance Certificate Requirements
The requirements of the Environmental Compliance Certificate ("ECC") for the Project
issued in 2002 shown in Annex C shall be complied with and set out in the Detailed
Engineering Design. The Director of the Environmental Management Bureau (“EMB”),
Department of Environment and Natural Resources (DENR), in his letter dated June 17,
2011 (also shown in Annex C), informed the Department of Public Works and Highways
(“DPWH”) that the issued ECC, which covers both Phase I and Phase II, is still valid.
In case the Concessionaire decides to adopt a design which has features that are beyond the
Minimum Configuration described in this MPSS – e.g., additional ramps outside the Basic
Right-of-Way - the Concessionaire shall be responsible for and bear the cost of securing a
new or amended ECC, after complying with the requirements of the Philippine
Environmental Impact Statement System (“PEISS”) as prescribed in Presidential Decree
No. 1151 and Presidential Decree No. 1586 and the implementing guidelines of the DENR,
specifically Department Administrative Order No. 2003-30.
1.10 Noise Barrier and Security Fence
The location and type of noise barrier and security fence shall be determined in due
consultation with the Villamor Air Base Headquarters and the Manila International Airport
Authority ("MIAA").
1.11 Road Network Development
The following expressway and national road development projects of the Government shall
be considered by the Concessionaire in preparing the design of the Phase I Adjustment
Works and Phase II:
Table 2. Road Network Development Projects

Project Name Opening Year for Traffic
1. North Luzon Expressway–South Luzon Expressway Connector 2017
2. C-5 Extension 2017
3. Cavite-Laguna Expressway, Cavite Section 2017
4. Cavite-Laguna Expressway, Laguna Section 2020
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5. Cavite-Laguna Expresswa, Cavite Section 2020
6. Cavite-Laguna Expressway, Laguna Section 2020
1.12 Indicative Minimum Requirements for Phase I Adjustments Works
a. The following are indicative minimum requirements for the Phase I Adjustment Works
based on the Review and Update of the Feasibility Study of NAIA Expressway Phase
II, May 2011, prepared by the Japan International Cooperation Agency (JICA) Study
Team:
(1) Replacement of longitudinal expansion joints between the Skyway and Phase I,
approximately 150 m.
(2) Replacement of expansion joints between spans of Phase I, approximately (20 m x

2) + (6 m x 4).
(3) Repair of the pavement, approximately 10% of the pavement area of 20,000 sq. m
(4) Miscellaneous repairs.
b. As the abovementioned works are indicative only, the Concessionaire shall be solely
responsible for evaluating and determining, by itself, the scope of the Phase I
Adjustment Works so as to ensure that the existing Phase I facilities conform to the
DPWH-approved original plans and specifications for such Phase, as shown in Annex
D. The Concessionaire shall propose its own Phase I Adjustment Works in the Detailed
Engineering Design.
SECTION 2.0 DESIGN
2.1 Scope of Design
Under the Concession Agreement, the Concessionaire shall prepare the Detailed
Engineering Design ("DED") covering the Construction of Phase II and the Phase I
Adjustment Works and submit its DED to the Independent Consultant for review and
certification prior to the execution of the Construction works.
The Concessionaire shall prepare the DED (a) based on its Conceptual Engineering Design
("CED") submitted in the Technical Proposal, and (b) in accordance with these MPSS. The
DED shall be undertaken with a degree of accuracy that will allow estimates to be made
within approximately plus or minus five percent (+/-5%) of the final quantities.
Once certified by the Independent Consultant, the Concessionaire’s DED shall form part of
these MPSS. The DED, as certified by the Independent Consultant, together with the MPSS
provisions on Construction under Section 3.0, shall govern the actual Construction of Phase
II and the Phase I Adjustment Works to be undertaken by the Concessionaire.
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The DED shall be compliant with the Minimum Expressway Configuration described in
Section 1.0.
As shown in Figure 5, the MPSS shall govern the preparation of the DED. In addition, the
CED submitted by the Concessionaire, which is accepted by the DPWH, shall serve as a
basis of the DED to be prepared by the Concessionaire.
Figure 5. Scope of Design
2.2 Outputs of Detailed Engineering Design by Concessionaire
The DED, which the Concessionaire shall prepare and submit to the Independent
Consultant for certification, shall include the following outputs:
a. Phase II DED
(1) Detailed design of the expressway, on and off ramps, Phase I-II interconnection, at-
grade roads, and appurtenant structures, including the following:
(a) Layout plan of the expressway, including location of on and off ramps, other
major structures, and foundation of the expressway and ramps, at a scale of
1:1,000.
(b) Profile for the expressway in relation to the existing ground and structures, at a
scale of Horizontal-1:1,000 and Vertical-1:100.
(c) Cross-sections of the expressway at a scale of 1:100, at intervals of 20 m, and

where there are major changes in sectional areas.
(d) Plans and profiles of on and off ramps, at a scale of Horizontal - 1:1,000 and
Vertical 1:100 and typical cross sections of on and off ramps at a scale of 1:200.
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(e) Plans, elevations, and typical cross-sections of at-grade roads to be improved
and other structures. Plans and elevations at a scale of Horizontal – 1:1,000 and
Vertical – 1:100 and typical cross-sections at a scale of 1:200.
(f) At-grade intersection improvement plans at a scale of 1:500 showing number of

lanes of each approach, channelization and traffic lighs layout plan.
(g) Plans, elevations, and typical cross-sections of drainage and other structures at a
scale of 1:1,000, 1:100, and 1:100, respectively.
(h) Detailed design analyses and computations for the expressway and structures.
(i) Quantity estimates for the main expressway and structures.

.
(2) Detailed design of the viaduct structures
(a) Detailed design drawings of superstructure at a scale of 1:100.
(b) Detailed design drawings of substructure at a scale of 1:100.
(c) Detailed design drawings of foundation at a scale of 1:100.
(d) Detailed design drawings, at a scale of 1:100, of the interconnection of Phase II

with Phase I, and other components of the viaduct structure, including
expansion joints, bearing shoes, viaduct drainage, lighting, warning/guide signs,
and like components.
(3) Detailed design of the toll facilities
(a) Layout plan, at a scale of 1:1000, showing the location of the toll facilities,
including toll plazas, and traffic safety devices.
(b) Detailed design of the toll plazas at a scale of 1:100
i. Layout plan indicating the elements of the toll plazas, including carriageway
tapers, platform, lighting, inspection tunnel, control building and parking
areas; longitudinal section on the corner line of the plaza.
ii. Toll platform indicating the layout of the lane area.
iii, Toll islands indicating the toll booths and protection structures.
iv. Toll lanes, both entry and exit.
v. Canopy showing the minimum clearance, shape, form, material and signs.
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vi. Toll plaza building, indicating the layout with approximate areas of each
room and elevations of at least two sides.
vii. Technical gallery for power and data cables.
viii. Road signs.
ix. Overhead sign and lighting.
x. Water drainage.
xi. Water supply.
xii. Fences.
xiii.Power.
xiv. Lighting.
xv. Tolling systems/equipment including testing and commissioning plans
(4) Detailed design of expressway traffic safety devices at a scale of 1:100
(a) Pavement markings.
(b) Traffic signs, including regulatory signs, warning signs, guide or informative
signs, and signs for road works.
(c) Crash cushions.
b. Phase I Adjustment Works DED
Plans and elevations at a scale of Horizontal – 1:1,000 and Vertical – 1:100, and typical
cross-sections at a scale of 1:200.
c. Supporting data for Sections 2.2 -a and b
(1) Topographic survey plans
(1) Geotechnical/geological investigation report
(2) Hydrology, hydraulic and drainage design report
(3) Highway/geometric and pavement design report
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(5) Structural analysis and calculations for bridges, culverts and other structures
(6) Detailed specifications of materials.
(7) Road safety audit report, prepared in accordance with the DPWH Road Safety
Manual, 2004. This manual defines road safety audit as a formal process where an
independent and qualified audit team examines and reports on the traffic accident
potential and safety performance of, among other things, a future road project
through design plans.
(8) Value engineering report, prepared by a certified value engineer, following existing
DPWH guidelines, which analyzes alternative schemes of achieving the Project
objectives to delete/reduce non-essential features and lessen life-cycle costs of the
NAIA Expressway, without sacrificing its structural quality and integrity, while
attaining its essential function, performance and safety.
d. Detailed Construction Plan, including updated Construction Schedule, milestones, and

S-curve, and Traffic Management Plan.
2.3 Phase II Design Criteria and Standards: Expressway Structures
a. Design Speed
(1) Main Alignment
Considering the characteristics of the NAIA Expressway setting and those of the
existing road alignment, the main alignment shall have a maximum design speed of 60
kph, and a reduced speed of 50 kph for the short section from Sales Avenue to
Andrews Avenue.
(2) On and Off Ramps
Considering that travel along the ramp’s alignment is controlled due to the required
transition from a local low speed road to a higher speed road and vice versa, the design
speed shall be 40 kph.
b. Crossfall of Travelway
Based on the AASHTO’s “A Policy on Geometric Design of Highways and Streets,

2004” a maximum transverse slope or crossfall of 2% shall be applied to the main
carriageway and on ramp and off ramp travelways.
c. Maximum Super-elevation
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Based on the AASHTO’s “A Policy on Geometric Design of Highways and Streets,
2004,” the main carriageway shall be designed with a maximum super-elevation (e) of
6%. Alignment of on ramps and off ramps shall be designed with a maximum super-
elevation of 8%.
g. Vertical Clearance and Navigational Height Limitations
The design shall comply with the vertical clearance and the navigational height
limitations stated in Sections 1.5 and 1.6, respectively.
h. Design Life of Pavement and Bridge Structures
The minimum design life of the NAIA Expressway shall be as follows:
Table 3. Design Life Standards

Design Parameter Minimum Value
A Viaduct/Bridge Structures 50 years
B Road Pavement:
Cement Concrete Rigid Pavement:
20 years
for Toll Road and At-Grade Road
Asphalt Concrete Pavement:
for Toll Road and At-Grade Road 10 years
C Wearing Surface/Overlay 10 years
i. Minimum Widening
Pavement widening shall be applied where required on spiral and simple curves and
placed equally on the inside and outside edges of the pavement. The widening is
transitioned within the length of the super-elevation run-off and attained linearly.
j. Stopping Site Distances
Stopping sight distances at least equal to those stipulated by the AASHTO requirements
shall be incorporated in the design. The vertical alignment of the proposed NAIA
Expressway shall be designed with all intersections of grade tangents connected by
parabolic vertical curves. Minimum length of vertical curve shall be 60 meters. Design
length of other vertical curves shall be computed based on the formula:
L = K*A
where:
L = Length of crest or sag vertical curve

K = Rate of vertical curvature
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A = Algebraic difference in grade
The required length of parabolic curves for sag and crest vertical alignment based on
AASHTO’s “A Policy on Geometric Design of Highway and Streets” is presented in
Table 4.
Table 4. K Values for Sag and Crest Vertical Curves Based

on Stopping Sight Distance
Design Speed 30 40 50 60
Stopping Sight Distance (SSD) 35 50 65 85
Passing Sight Distance (PSD) 200 270 345 410
Crest Curve
Crest K – Value (SSD) 2 4 7 11
Crest K – Value (PSD) 46 84 138 195
Sag Curve
Sag K – Value 6 9 13 18
k. Minimum Shoulder and Median Widths
Width shall be 0.50 meter for the inner shoulder and 1.50 meters for the outer shoulder.
l. Minimum Lengths for Speed Change Lanes
The deceleration and acceleration length requirements shall be based on the

recommendations of the AASHTO’s “A Policy on Geometric Design of Highway and
Streets” as presented in Tables 5 and 6. The figures shown on these tables represent
values or speed transition lane lengths required for vertical grades up to 2%.
Table 5. Deceleration Length, L (m) for Design Speed of Exit Curve, V (kph)
Stop
20 30 40 50 60
Highway Speed Condition
Design Speed, Reached, For Average Running Speed on Exit Curve,
V (kph) Va (kph) V’a (kph)
0 20 28 35 42 51
50 47 75 70 60 45 -
60 55 95 90 80 65 55 -
70 63 110 105 95 85 70 55
80 70 130 125 115 100 90 80
90 77 145 140 135 120 110 100
100 85 170 165 155 145 135 120
110 91 180 180 170 160 150 140
120 98 200 195 185 175 170 155
where:
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V = Design Speed of Tollway (kph)
Va = Average Running Speed on Tollway (kph)
V’ = Design Speed of Exit (kph)
V’a = Average Running Speed on Exit Curve (kph)
Table 6. Acceleration Length, L (m) for Design Speed of Exit Curve, V (kph)
Stop
Highway Speed 20 30 40 50 60
Condition
Design Speed, Reached,
Initial Speed, V’a (kph)
V (kph) Va (kph)
0 20 28 35 42 51
50 37 60 50 30 - -
60 45 95 80 65 45 - -
70 53 150 130 110 90 65 -
80 60 200 180 165 145 115 65
90 67 260 245 225 205 175 125
100 74 345 325 305 285 255 205
110 81 430 410 390 370 340 290
120 88 545 530 515 490 460 410
where:
V = Design Speed of Tollway (kph)

Va = Average Running Speed on Tollway (kph)
V’ = Design Speed of Entrance Curve (kph)
V’a = Initial Speed on Entrance Curve (kph)
When the main alignment has vertical grades greater than 2%, the guidelines suggest
the application of an adjustment factor to compensate for eventual reduction and
increase in speed due to the said changes in gradient. The recommended adjustment
factors for the deceleration lane length and acceleration lane length are presented in
Tables 7 and 8.
Table 7. Adjustment Factors for Deceleration Lane Length on Grade

in Relation to Design Speed
Highway Design Ratio of Length on Grade to Length on Level for Design Speed
Speed, V (kph) of Turning Curve (kph)
3 to 4% Upgrade 3 to 4% Downgrade
All Speeds
0.90 1.2
5 to 6% Upgrade 5 to 6 % Downgrade
All Speeds
0.80 1.35
The ratio from Table 7 multiplied by the length in Table 5 gives the length of speed
change lane on grade.
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Table 8. Adjustment Factors for Acceleration Lane Length on Grade
in Relation to Design Speed
Highway
Ratio of Length on Grade to Length on Level for Design Speed of
Design Speed,
Turning Curve (kph)
V (kph)
40 50 60 70 80 All Speeds
3 to 4 %
3 to 4 % Upgrade
Downgrade
60 1.3 1.4 1.4 0.70
70 1.3 1.4 1.4 1.5 0.65
80 1.4 1.5 1.5 1.5 1.6 0.65
90 1.4 1.5 1.5 1.5 1.6 0.6
100 1.5 1.6 1.7 1.7 1.8 0.6
110 1.5 1.6 1.7 1.7 1.8 0.6
120 1.5 1.6 1.7 1.7 1.8 0.6
5 to 6 %
5 to 6 % Upgrade
Downgrade
60 1.5 1.5 0.6
70 1.5 1.6 1.7 0.6
80 1.5 1.7 1.9 1.8 0.55
90 1.6 1.8 2.0 2.1 2.2 0.55
100 1.7 1.9 2.2 2.4 2.5 0.5
110 2.0 2.2 2.6 2.8 3.0 0.5
120 2.3 2.5 3.0 3.2 3.5 0.5
The ratio from Table 8 multiplied by the length in Table 6 gives the length of speed
change lane on grade.
The adjustment factors are applied because the tendency of vehicles traversing an upgrade
alignment would be to slow down once the driver gradually releases the accelerator. On
the other hand, when a vehicle is running on a downgrade alignment, there is an additional
effort to slow down the speed of the vehicle such that it will travel longer before it could
reach the posted speed for the transition lane.
m. Highway Safety Requirements
The Concessionaire shall comply with the highway safety requirements set out in the
DPWH Highway Safety Design Standards, Parts 1 and 2, 2004, which establish the
standards for the necessary safety devices such as traffic signs, pavement markings,
median barriers and crash cushions where required.
n. Geometric Design Standards
Based on the results of previous studies and on the latest published versions of design
manuals and other references, the geometric design standards for the NAIA
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Expressway shall be as presented in Table 9.
Table 9. Geometric Design Standards (NAIA Expressway Phase II)

Elements of Design Criteria Remarks
Design Speed, V
Flat Terrain, Urban
Desired 60 kph
Setting
Flat Terrain, Urban
Minimum 50 kph
Setting
Flat Terrain, Urban
Ramps 40 kph
Setting
Stopping Sight Distance
V = 60 kph 85 meters 2004 Ed. AASHTO
Typical Section
Travel Lane Width 3.50 meters Urban Setting
Inner Shoulder Width/Median Strip 0.50 meter Urban Setting
Normal Crown Cross Slope 2% 2004 Ed. AASHTO
Normal Crown Outside Shoulder Cross
2% 2004 Ed. AASHTO
Slope
Maximum Super-elevation 6% 2004 Ed. AASHTO
Ramp Shoulder Width (Left) 0.50 meter
Width varies depending
on traffic case condition,
Ramp Shoulder Width (Right) 2.00 meters
with refuge bay for
disabled vehicles
Horizontal Alignment
Minimum Radius (for e = 6%)
V = 60 kph 123 meters 2004 Ed. AASHTO’s
V = 50 kph 79 meters A Policy on Geometric
Design of Highways and
V = 40 kph 43 meters
Streets
Minimum Curve Length
Vertical Alignment
Maximum Grade 4%
Ramps (Typical) 6%
Minimum Grade 0.30%
A level grade is permissible in level
terrain, uncurbed roadways and at toll
facilities.
Minimum Radius of Curvature
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Crest Curve, V = 60 kph 1,500 meters
Sag Curve, V = 60 kph 2,000 meters
Minimum Length of Vertical Curve 60 meters DPWH Design Guide
Super-elevation Transition
Super-elevation Runoff (Maximum
Relative Gradient)
V = 60 kph 1 / 167 2004 Ed. AASHTO
V = 40 kph 1 / 143 2004 Ed. AASHTO
For Simple Curve, 2/3 of super-elevation
runoff shall be on the tangent and 1/3
within the curve.
o. Horizontal Alignment
(1) Main Carriageway Alignment
The designed horizontal alignment shall basically follow that of the existing road
sections along Sales Avenue, Andrews Avenue, Domestic Road, MIA Road, and
Roxas Boulevard.
(2) On and Off Ramps
The alignment of each ramp follows the alignment along the edge of the main
carriageway alignment as it merges to and diverges from it and connects with the
alignment of the existing road.
There shall be at least ten new on-ramps and off-ramps to be located at the
following sites (see also Figure 1):
Table 10. Location of On- and Off-Ramps

Ramp Ramp Location Type of Remarks Requirement
No. Ramp
1 Intersection of Sales On-Ramp Skyway Bound from Follow the alignment of the main
Avenue with NAIA Terminal 3 carriageway
Andrews Avenue
2 Near the Roundabout On-Ramp Paranaque Bound Follow the alignment of the main
with the MMDA from NAIA Terminal carriageway
Monument 3
3 Near NAIA Terminal Off-Ramp Bound for NAIA Go down through a curve towards
3 NAIA Terminal 3 the main entrance of the NAIA
Terminal 3.
4 Off-Ramp Bound for NAIA Turn at the third level above the
MIA Road near
Terminal 1 from expressway main alignment and
Domestic Road
Skyway connect with the alignment of the
Intersection
existing at–grade road.
21
5 MIA Road near Off-Ramp Bound for NAIA Turn at the third level above the
Domestic Road Terminal 2 from expressway main alignment and
Intersection Skyway connect with the alignment of the
existing at–grade road
6 MIA Road near On-Ramp From NAIA Terminal Go up from at-grade road to the
Domestic Road 1 and NAIA Terminal expressway main alignment
Intersection 2
7 Manila-Cavite Toll On-Ramp Bound for Skyway Follow the alignment of MCTE on
Expressway (MCTE) from MCTE the east side and turn east to connect
A with the main carriageway.
8 MCTE B Off-Ramp Bound for MCTE Turn from the main carriageway to
the south and follow the alignment
of MCTE on the west side.
9 Roxas Blvd A On-Ramp Bound for Skyway Follow the alignment of Roxas Blvd
from North Roxas on the west side and turn east to
Blvd connect with the main carriageway.
10 Roxas Blvd B Off-Ramp Bound for North Turn from the main carriageway to
Roxas Blvd. the north and follow the alignment
of Roxas Blvd on the east side.
The existing off-ramp – No. 11 - for traffic from the Skyway bound for NAIA
Terminal 3 will be maintained.
One existing on-ramp of Phase I shall be removed.
One emergency exit for overloaded vehicles shall be provided in the direction of the
Skyway-bound traffic after the weighbridge at the main toll plaza fronting NAIA
Terminal 3.
p. Vertical Alignment
(1) Main Carriageway
The vertical alignment of the main expressway shall be designed with a minimum
gradient of 0.30% to allow the flow of surface run-off towards the elevated
expressway drainage system.
A maximum vertical gradient of 4% shall be adopted.
All vertical intersections shall be provided with vertical curves having a minimum
length of 200 meters to provide a smooth vertical grade transition along the main
expressway alignment.
(2) On- and Off-Ramps
22
For o-ramps and off-ramps with low design speed, the maximum vertical gradient
shall be 6%.
All vertical alignment intersections shall be provided with vertical curves of

sufficient length corresponding to the design speed of the ramp.
q. Pavement Structure Design
The scope of the pavement structure design for this Project involves (i) the construction
or widening of at-grade pavements, and (ii) the restoration of affected pavement
components that will be damaged during Construction.
All existing Portland cement concrete pavements affected/damaged during construction

shall be restored with the same material and thickness. All asphalt concrete pavements
similarly affected/damaged shall be replaced by the same pavement components.
r. Structure Design Standards
The structure design standards shall be in accordance with the following codes and
guidelines:
(1) AASHTO Standard Specifications for Highway Bridges, 17th edition, 2002
("AASHTO Code").
(2) Design Guidelines, Criteria and Standards for Department of Public Works and
Highways, 1982.
(3) DPWH Standard Specifications for Highways, Bridges and Airports, 2004 ("Blue
Book").
s. Loading Specifications
The structure shall be designed to carry the following loads and forces:
(1) Dead Load
(2) Live Load

Live Load shall be MS18 (HS-20-44)
(3) Impact Load

I = 15.24/(L+38)
(4) Sidewalk Live Load

4.07 KPa of sidewalk area
23
(5) Earthquake Load
A = 0.5g, Seismic Performance Category = D
(6) Earth Pressure

Coulomb’s Formula
(7) Wind Load

For the superstructure design, 2,394 Pa of wind load shall be applied horizontally
at right angle to the longitudinal axis of girders and beams.
(8) Thermal Forces

The range of temperature shall be as follows:
17.8 °C to 48.9 °C
16.7 °C temperature rise
22.2 °C temperature fall
t. Seismic Design
Seismic design shall be in accordance with AASHTO Standard Specifications

Division I-A. An acceleration coefficient of 0.50g shall be adopted to consider the
importance classification and past/recent experiences in the Philippines.
u. Materials
All materials to be used in the Project shall conform to the Blue Book and the
AASHTO Code.
(1) Concrete
Table 11. Material Requirements for Concrete
Maximum Size of Minimum Concrete
Description fc’ (Min.) Concrete Aggregates Cover
MPa (mm) (mm)
a. Superstructure
- Deck slabs, 28 20 Deck slab with BWS
Diaphragms Top: 50
Bottom: 50
Others: 35
- Sidewalk, railings, 21 20
parapets, medians
- PSC I-Girders 38 20 PSC I-Girders: 35
b. Substructure
- PC Pier copings, 28 20 Pier Copings, RC &
columns, footings PSC: 50
24
- PSC Pier copings, 38 20 PSC Hammerheads:
rotating pier head 40
- RC Abutment walls, 28 20 RC columns: 50
footings Footing and Bored
- Bored piles 28 20 Piles: 75
Abutment Walls: 50
c. Earth covered RC 28 20 Earth covered Box

Box structures structures: 50
d. Other concrete 21 20
(normal use)
e. Lean concrete (for 17 25
leveling)
f. Non shrink grout 41 40
(2) Reinforcement Steel
All pre-stressing steel shall be high strength stress relieved wires or strands with an
ultimate stress, fs’=1,860 MPa.
Pre-stressing steel shall be free from kinks, notches and other imperfections that
will tend to weaken its strength or its bonding properties with concrete
(3) Pre-stressing
All pre-stressing steel shall be high strength stress relieved wires or strands with an
ultimate stress, fs’=1,860 MPa.
Pre-stressing steel shall be free from kinks, notches and other imperfections that
will tend to weaken its strength or its bonding properties with concrete.
(4) Structural Steel
All structural steel shall conform to the requirements of AASHTO and the
American Standards for Testing and Materials (“ASTM”) Designations as follows:
(a) Structural Steel Shapes - AASHTO M 270 (ASTM A 36) Gr 36 and (ASTM
A572) Gr 50.
(b) Steel Sheet Pile - AASHTO M 202 (ASTM A 328)
(c) Bridge Bearing - AASHTO M 270 (ASTM A 36), AASHTO M 106 (ASTM B
100), AASHTO M 103 (ASTM A 27) (Copper Alloy Bearing Expansion Plates
Grade 70 – 36 of Steel and Sheets)
25
(d) Deck Drain - AASHTO M 105 (ASTM A 46) Class No. 30 (Gray Iron Casting)
(e) Bridge Railing - Sch. 40 Galvanized Steel Pipe
(5) Elastomeric Bearing Pads
Elastomeric bearing pads shall be 100% virgin chlorophene (neoprene) pads with
durometer hardness 60. Unless otherwise specified in the plans, bearing pads shall
be laminated type bearing pads consisting of layer of elastomer, restrained at their
interfaces by bonded laminations as required in the plans. Laminated plates shall be
non-corrosive mild steel sheet.
(6) Joint Filler
Joint filler, hot poured elastic type, used for expansion joint shall conform to
AASHTO M 213.
(7) Bituminous Wearing Course
Bituminous wearing course to be used as surface overlay shall conform to the

requirements of DPWH Standard Item 307 with minimum dry compressive strength
of 1.4 MPa (200 pal). The wearing course may be used to adjust elevations on the
vertical grade by varying the thickness from 50 mm (minimum.) to 75 mm
(maximum).
If any materials proposed by the Concessionaire are not covered by the Blue Book and
the AASHTO Code, these materials must first be approved by the DPWH before they
are used in the Project and shall always be required to represent materials that would be
used by a contractor employing Prudent Industry Practice.
v. Hydrology
Design rainfall frequency:
Drainage at viaduct superstructure: 5 years

Drainage at at-grade roads: 3 years
Pipe culvert: 15 years
Box culvert: 30 years
Bridge: 50 years
2.4 Phase II Design Criteria and Standards: Tolling Facilities
a. General
26
Design criteria to be used for the design of the toll system for the NAIA Expressway
shall cover the following:
(1) Type of Toll System
(2) Level of Service: Waiting Time at Toll Plazas
(3) Categories of Vehicles
(4) Means of Payment
(5) Level of Automation
(6) Description of Toll Plazas
b. Type of Toll System
The "open system" shall be used in which motorists pay the following flat toll rates:
(1) A fixed toll rate for the appropriate vehicle class, for motorists travelling on the
NAIA Expressway between the Skyway and NAIA Terminal 3 – particularly (a)
from the existing Toll Plaza A to Off-Ramp No. 11, and (b) from On-Ramp No. 1 to
Toll Plaza A, as shown in Figure 1 and Section 2.3-o(2).
(2) A fixed toll rate for the appropriate vehicle class, for motorists travelling on the
NAIA Expressway, other than those covered by Section 2.4-b-(1) above.
Toll booths shall be located along strategic locations of the carriageway.
The toll collection systems for Phase I and Phase II of the NAIA Expressway must be
compatible with each other. The toll collection system of the entire NAIA Expressway
must be inter-operable with those of the Skyway and the Manila-Cavite Toll
Expressway.
c. Level of Service: Waiting Time at Toll Plazas
The average queuing and transaction time for the NAIA Expressway shall not exceed
20 seconds. The NAIA Expressway capacity or throughput in terms of number of
transactions shall be 400 vehicles per hour per lane (toll booth) using a combination of
manual and E-pass toll collection systems. The NAIA Expressway capacity shall be
900 vehicles per hour per lane using the E-pass system.
d. Means of Payment
27
The established method of payment is "stop and pay." New methods of toll collection
where applicable shall be adopted in preparing the DED, where the driver is not
required to stop; instead, the vehicle is identified by a remote control system as it
passes, with or without stopping, through a special lane. The transaction is
automatically recorded and the toll is debited from the subscriber's account.
The following forms of payment may then be adopted for the Project:
(1) Cash payment.
(2) Magnetic cards - Such cards include national or foreign bank cards, credit cards,
and private cards such as vehicle fuel company cards or automobile club cards.
(3) For subscribers, specific payment systems - stored-value magnetic cards (chips or
stripe), automatic vehicle identification (AVI) systems, etc. could be used.
The provision for toll collection equipment should conform to Section 2.4 -h.
e. Categories of Vehicles
The NAIA Expressway shall be open to the following classes of vehicles:
(1) Vehicle Class 1 – Car, Jeep, Passenger Van/ Pickup, Taxi, Mega-Taxi, Jeepney,
Mini-Bus
(2) Vehicle Class 2 – Aircon and Non Aircon Bus, Goods Van/Pickup, 2-Axle Truck,
Dump Truck, Tanker, Mixer
(3) Vehicle Class 3 – Rigid Truck with 3 or more Axles, Trailer (Articulated)
f. Level of Automation
Automated toll collection systems shall be used at the toll plazas. The level of
automation shall be designed based on the type of traffic and volume at the toll plazas.
The technology used for automation of the toll plazas shall generally be scalable and
adaptable to the changing requirements. It shall also help create an audit trail for
reconciliation of revenue collections and in achieving efficiency in the manpower
required at the toll plazas.
g. Description of Toll Plazas
Figure 6 gives the layout of a typical toll plaza.
28
Figure 6. Layout of Typical Toll Plaza
(1) Overall Dimensions
Toll plazas can be constructed either across the NAIA Expressway ("Main Line
Toll Plaza") or on the on ramps and off ramps ("Off/On-Ramp Toll Plaza"). The
overall dimension of a typical toll plaza platform depends on the number of lanes
and type of toll collection equipment. The platform must provide for a queue of at
least five (5) Class 1 vehicles from the end of the toll island.
(2) Description of Toll Installation
The toll installation of each toll plaza should include a toll platform, toll islands, a
canopy, a toll plaza building (or maxi booth for On-Ramp Toll Plazas), parking
areas, cable conducts, approach signing, canopy signaling, water drainage, water
supply, fences, power supply, access for staff and lighting.
(a) Toll Platform
The toll platform shall be partly constituted of a concrete slab to support the toll
islands, the toll lanes, the canopy, and the queuing traffic. The concrete slab
shall have minimum thickness of 0.25 meter and its length shall be 30 meters on
the On-Ramp Toll Plazas and 50 meters on the Main Line Toll Plaza.
On the Main Line Toll Plazas, the two traffic flows in each direction shall be
separated on the platform by a mobile guide-rail in order to give the Facility
Operator the flexibility to open more lanes (central reversible lanes) in one
29
direction to accommodate traffic flows. Generally, each toll lane shall be 3
meters wide, but on the extremity, the toll lanes shall have a width of 6 meters
to add an adjacent service lane and, if necessary, to use it as a lane for vehicles
carrying extra wide loads and access to the Facility Operator’s staff.
The final design of the platforms on the Main Line Toll Plazas shall take into
account different pedestrian movements towards the building such as toll
collectors going to/ coming from the booths, police and emergency forces.
(b) Toll Island
In the case of On-Ramp Toll Plazas, specific toll islands shall be designed for a
maxi booth to allow parking of maintenance cars, cash and transit vans, as well
as apprehended or broken-down vehicles of users, behind the maxi booth.
The minimum characteristics of a toll island shall be as follows:
i. Length = 30 meters
ii. Width = 1.80 to 5 meters
iii. Height over pavement of toll lanes = 0.16 meter
Position lights shall be installed in the ends of toll islands and an electrical
cabinet shall be installed on each toll island with necessary power supply
(secured by a generator set) for the toll equipment.
(c) Toll Lane
The width of the entry toll lanes shall be 3.00 meters with a booth or an
automatic ticket distributor located on the left hand side of the toll island vis-à-
vis the traffic direction.
The width of the exit lane shall be 3.00 meters with a control room or a toll
booth erected on the left hand side vis-à-vis the traffic direction.
(d) Canopy
To protect the toll equipment and toll collectors, a canopy shall be provided and
must have a height clearance of at least 4.90 meters and the following
characteristics:
i. Resistance to corrosion
ii. Clear undersurface to take direct lighting
30
iii. Easy evacuation of rain water
iv. Provision for cables
v. Earth connection
vi. Adequate supporting structure location in order not to obstruct the toll
equipment, the toll collector’s view or traffic safety.
(e) Toll Plaza Building
Each Main Line Toll Plaza shall be provided with a specific building alongside
the toll plaza including a toll operations center, cash counting room, public
reception area, police room, rooms for staff use, a fund transfer garage and
technical areas.
For security reasons, zones inside the building shall be well-defined and
provided with security doors and windows, closed circuit TV, and related
facilities to restrict access to unauthorized staff and other persons.
Off-Ramp and On-Ramp Toll Plazas shall be provided with an integrated maxi
booth located on the main toll island that will offer the same functionalities as a
toll plaza building.
(g) Technical Gallery
A service culvert, deep and wide enough for a person to circulate, shall be built
at the Main Line Toll Plazas to provide the power and data cables needed for the
canopy lighting and the toll equipment and ventilation ducts, providing fresh air
to the booths.
At On-Ramp Toll Plazas, the cables shall be installed underground, but the
booth ventilation will be placed at roof level.
(h) Road Signs
Road signs shall be provided to alert drivers to the presence of the toll barrier.
Signs shall follow the standards and guidelines specified in the DPWH
Highway Safety Design Standards, Part 2: Road Signs and Pavement Markings,
2004.
(i) Overhead Sign and Lighting
31
Overhead signs shall be fixed on the canopy and shall indicate the status of the
lanes (closed or open). The lights shall be luminous, visible both day and night,
relatively non-directional in order to be visible from different angles. The
overall dimension of basic lighting elements (green arrow and red cross) shall
be 400 mm x 400 mm.
(j) Water Drainage
On toll platforms, design solutions (slopes, position of manholes, etc.) shall be

implemented to avoid water stagnation. Gutters with bars placed perpendicular
to the platform axis shall not be allowed.
(k) Water Supply
Water supply shall be provided to each toll plaza (toll plaza building, toll
islands, integrated maxi booth) and toilets for parking areas, a hydrant shall be
installed at every toll island. Water pipes shall be placed in the service culvert.
(l) Fences
The toll plaza area located at grade shall be enclosed with 2.00-meter high fence
with protection on top, sloped to the exterior of the expressway. Fences shall be
square mesh netting and narrowed at the bottom.
(m) Power
One generator set shall be supplied in order to back up the power supply
network.
(n) Lighting
The lighting system shall be provided in accordance with the Philippine

Electrical Code, 2000, published by the Institute of Integrated Electrical
Engineers of the Philippines, Inc. While ensuring that safety and security
standards are met at the toll plazas, the lighting design shall be focused to
prevent adverse impact on neighboring properties and road users.
(3) Design Standards
(a) Building Design
Buildings shall be designed according to the National Structural Code of the

Philippines (Volume 1: Building Towers and other Vertical Structures, 2010,
published by the Association of Structural Engineers of the Philippines.
32
(b) Electrical Design Standards
The standards of the Philippine Electrical Code, 2000, shall be followed.
(c) Road Lighting
The design procedure for toll road lighting shall be in accordance with the
Philippine Electrical Code, 2000.
Continuous lighting of the main carriageway shall be provided, designed at an

average maintained horizontal luminaire of 9 to 12 lux on the travelway being
lighted. The point of least luminaire on the road surface shall not be less than 4
lux. Ramps shall be lighted beyond the toll plazas, up to a point where the
ramps merge with other major highways or local roads. Toll plazas shall be
provided with lighting designed for an average maintained horizontal luminaire
of 24 lux.
Light-emitting diode ("LED") lamps shall be used for the toll road lighting.
h. Operating Equipment for Toll Collection
(1) Lane Equipment
(a) Equipment located on the canopy shall include lights to indicate the availability
of the lane (green arrow/red cross and specific signing equipment for lanes
dedicated to a specific means of signing equipment for lanes dedicated to a
specific means of payment). The introduction of new methods of payment
which will enable self-service and automatic payment, shall require installation
of relevant signs which are visible and easy to understand.
(b) A toll island requires at least the following equipment: a manual barrier to close
a lane when unattended, a toll booth designated for toll operation, toll lane
processor equipment, an automatic barrier operating in not more than six-tenth
(0.6) second or a manual barrier operating in not more than nine-tenth (0.9)
second (from horizontal to vertical position of barrier), and associated vehicle
detector loop, a traffic light, a vehicle class display on the roof of the booth to
enable the supervisor to check the classification made by the toll collector, a
siren and an amber flashing light to indicate the lane where the violation has
occurred, and a patron fare display visible to all users.
(c) To minimize the transaction time and increase the level of service, the design of
the toll equipment must incorporate (1) safety aspects: resistance to minor
collisions and fail safe behavior in case of major impacts, use of non-flamable
material, and reinforced glass windows; (2) maintenance aspects: stainless steel
33
structure or other anti-corrosion material, easily replaced modular panels,
locally available spares and easy access to equipment.
(d) The following equipment shall, as a minimum requirement, be installed in the

booth: a toll collector’s desk, a toll lane processor and associated peripherals, a
hand-free interphone unit, an electrical supply switchboard, an air conditioner, a
console including the air conditioner control unit and an auto radio set.
(e) The minimum equipment for the toll entry lanes - at the on-ramp toll plaza along
Andrews Avenue for the traffic from NAIA Terminal 3 bound for the Skyway
and the on-ramp toll plaza along Andrews Avenue for the traffic from NAIA
Terminal 3 bound for Paranaque - shall be as follows:
i. Automatic ticket dispenser.
ii. Automatic vehicle classification (“AVC”) system.

.
iii. Lane traffic light
iv. System reset loop
v. Lane closed barrier
vi. Overhead traffic light (lane indicator)
vii. Lane controller and data link (fibre optic)
viii.Lane monitoring camera
ix. Automatic lane barrier
(f) The minimum equipment for the toll exit lanes shall be as follows:
i. Toll collection computer (electronic)
ii. Toll collection terminal
iii. High-speed receipt/printer (impact printer)
iv. Swipe card reader (ISO standard cards) or proximity card
v. Cash box with security ID
vi. Patron fare display (variable message)
34
vii. Overhead lane sign (fibre optic-cross, lane indicator)
viii.Violation alarm
ix. Lane closed barrier
x. AVC system.
xi. Lane traffic light
xii. Lane monitoring camera
xiii.Toll collection monitoring camera
xiv.Closed circuit television (“CCTV”) recording system
xv. Access control system
xvi.Automatic lane barrier
xvii.Emergency/security foot switch.
(2) Toll Plaza Equipment
(a) Equipment to be installed in and operated by the supervisor from the toll plaza
control room shall include the following:
(1) Micro-computer
(2) Incident printer
(3) Intercom unit to communicate with the booths
(4) Video surveillance system
(5) Console for controlling ancillary equipment
(b) All software packages shall allow real time interaction with each toll lane.
The AVC systems in Sections 2.4-h(1)(e)ii and 2.4-h(1)(f)x above shall be configured
qnd calibrated to the 12 vehicle types used in the DPWH Road Traffic Information
Application (“RTIA”) database for all national/major roads in the entire country, as
shown in Table 12. These AVC systems should generate traffic count data that will be
compatible with and can be incorporated into the RTIA. The AVC systems shall be
35
checked and recalibrated every six (6) months by the Concessionaire with the
concurrence of an authorized representative of the DPWH.
Table 12. DPWH Vehicle Types Used in DPWH RTIA

Vehicle Type Vehicle Description
1. Motorcycles Motorcycles and Motor-tricycles
2. Passenger Cars Passenger Cars
Taxis
Owner Jeeps
3. Passenger Utilities PUJ/Privae Jeepneys (small and medium size)
Mega-taxis
4. Mixed Passenger and Goods Pick-ups
Utilities Sports utility Vehicles (SUV)
Delivery and Passenger Vans
Station Wagons, Ambulances
Small Trucks (maximum 4 tons GVW)
5. Small Buses Small Buses
Large Jeepneys (PUJ/Private)
6. Large Buses Buses (more than 30 seats)
7. Rigid Trucks, 2 axles Trucks, 2 axles (above 4 tons GVW)
8. Rigid Trucks, 3+ axles Rigid trucks, 3 axles
Rigid trucks, 4 axles
9. Truck Semi-Trailer, Truck Semi-Trailer, 3 axles
3 and 4 axles Truck Semi-Trailer, 4 axles
10.Truck Semi-Trailer, 5+ axles Truck Semi-Trailer, 5 axles
Truck Semi-Trailer, 6 axles
11.Truck Trailers, 4 axles Truck Trailers, 4 axles
12.Truck Trailers, 5+ axles Truck Trailers, 5 axles
Truck Trailers, 6 axles
2.5 Phase II Design Criteria and Standards: Traffic Safety and Related Devices
a. Pavement Markings
Pavement markings shall be provided to delineate the carriageway and guide motorists
traveling along the NAIA Expressway.
Pavement markings shall be designed in accordance with the guidelines specified in the
DPWH Highway Safety Design Standards, Part 2: Road Signs and Pavement Markings,
2004, and consist of the following:
(1) Longitudinal lines, either white or yellow, which show the delineation of the travel-
way from the shoulders and of one lane from the other.
36
(a) Solid White Line – delineates the edges of the roadway and shall be provided at
pavement edges adjacent to the shoulders and at interface of the interchange
ramps with the main expressway lanes.
(c) Broken White Line – divides lanes in the same direction and shall be provided at
merging and diverging lanes and between the adjacent lanes of the expressway.
(2) Transverse lines, which are laid across the direction of travel and provide guidance
for the location of yield and stop areas.
(3) Reflectorized/thermoplastic pavement markings, which shall provide visibility of

the travelway at night.
b. Traffic Signs
Traffic signs shall be provided to guide the safe and orderly movement along the NAIA
Expressway. The signs shall comply with the standards and guidelines specified in the
DPWH Highway Safety Design Standards, Part 2: Road Signs and Pavement Markings,
2004.
The traffic signs to be adopted for the NAIA Expressway shall include the following:
(1) Regulatory Signs – to inform motorists of traffic laws or regulations. The regulatory
signs for the Project shall consist of the following:
(a) Priority Series (R1), specifically the "Yield Sign," at ramp terminals to give
priority to the main carriageway traffic.
(b) Direction Series (R2) to preclude wrong entry along channelized intersections,
especially along locations of merging and diverging areas.
(c) Prohibitive or Restrictive Series (R3), specifically the prohibition of overtaking

at areas where it is not allowed. These are specified at locations of merging
areas and along the main carriageway alignment since the same consist of two
(2) lanes bi-directional travelway only.
(2) Warning Signs (Type W) – to warn motorists of conditions ahead which may be
unexpected or hazardous, like merging and diverging areas, and reduction in
pavement or shoulder width. These are specified along horizontal curves of the
interchange ramps and main expressway alignment.
(3) Guide Signs or Informative Signs (Type G) – to guide motorists of the destinations
along the expressway route, directions, and distances of points of interest. These are
specified at approaches to interchange sites or locations, toll plazas and at areas
prior to entering the expressway.
37
(4) Signs for Road Works and Special Purposes (Type T) – to warn and advise of
temporary hazardous conditions, which could endanger motorists or road users or
workers engaged on road works. These are specified to guide contractors for the
installation of the traffic safety requirements during the execution of the road
works.
c. Crash Cushions
In the detailed design of the crash cushions, the first consideration shall be to remove,
relocate or modify the identified roadside hazard so as to eliminate the need to shield
with a crash cushion. If the obstacle must remain, the crash cushion shall only be
installed if it is considered less of a hazard than the obstacle. Where a crash cushion
must be provided, the installation location shall be designed to be level and free of
curbs.
Crash cushions are most often warranted at fixed-point locations. Typical highway
features that may warrant an installation are the following:
(a) Exit gate areas, particularly on structures.
(b) Bridge rail ends, piers or abutments.
(c) Non-breakaway sign and signal supports.
(d) Retaining wall ends or culvert head walls.
(e) Median barrier exposed ends.
d. Security and Noise Abatement Facilities
At the southern side of the NAIA Expressway, from the property of the Philippine Air
Force up to NAIA Terminal 3, security walls/noise barriers shall be provided. The walls
shall be at least 3.0 meters high and provide for a noise abatement level by at least 5 A-
weighted decibels (dBA).
e. Truck Weighing System
The Concessionaire shall provide dynamic weighbridges or weigh-in-motion machines

(WIMs) on the NAIA Expressway, near NAIA Terminal 3, to weigh all heavy vehicles
and determine whether or not they meet the allowable maximum axle load of 13.5 tons
and authorized gross vehicle weight. A weighing bay must be provided into which the
heavy vehicles shall be directed and weighed by the machines without disrupting the
normal flow of traffic. The weighbridges shall be calibrated and tested in the presence
of officials from the DPWH using DPWH standard test weights. The weighbridges
38
should generate axle load data that will be compatible with and can be incorporated into
the RTIA.
2.6 Phase I Adjustment Works Design Standards
As stated in Section 1.12, the design standards for the DED of the Phase I Adjustment
Works on Phase I shall be those used in the original plans and specifications for Phase I
approved by the DPWH which are shown in Annex D.
SECTION 3.0 CONSTRUCTION
3.1 Scope of Construction
The Concessionaire shall undertake the Construction Works for the Project, which include
the following:
a. Phase I Adjustment Works.
a. Phase II Works on the main carriageway, on-ramps and off-ramps, Phase I-Phase II
interconnection, widened at-grade roads, drainage, toll plazas, buildings, other
facilities, and traffic safety devices.
3.2 Standards and Specifications for Construction
a. Phase I Adjustment Works shall be implemented according to the DED for Phase I
Adjustment Works prepared by the Concessionaire and certified by the Independent
Consultant.
b. Phase II Works shall be implemented according to the DED for Phase II prepared by
the Concessionaire and certified by Independent Consultant.
c. Construction of both the Phase I Adjustment Works and Phase II shall also comply with
the MPSS for Construction herein prescribed. The said MPSS for Construction includes
conformance to the provisions pertaining to highways under the DPWH Blue Book. An
electronic copy of the Blue Book is appended to these MPSS as Annex E.
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 or its designated Contractor. The
Blue Book incorporates provisions of the AASHTO, ASTM, and American Concrete
Institute, pertaining to construction. Attention shall be given to the relevant items of
work in the following Parts of the Blue Book:
Part C - Earthwork
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Part D – Subbase and Base Course
Part E – Surface Courses
Part F – Bridge Construction
Part G – Drainage and Slope Protection
Part H – Miscellaneous Structures
Part I – Materials Details
3.3 Detailed Construction Plan
The Concessionaire shall submit to the Independent Consultant for certification, as part of
the Detailed Engineering Design (DED), a construction implementation plan - 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 DED ("Detailed Construction
Plan"). The Detailed Construction Plan 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 Concession Agreement. As a minimum,
the Detailed Construction Plan must define the following:
a. Construction organization and management structures for the Construction Works,

identifying key personnel and positions, Contractors, and sub-contractors.
b. Construction methodology and procedures.
c. Quality control and assurance system for all Works.
d. Construction schedule, milestones, and S-curve covering all Construction packages.
e. Major construction equipment to be used.
f. Updated traffic management plan during construction.
g. Health, safety, and security program in accordance with Department Order No. 13,
series of 1998, of the Department of Labor and Employment.
h. Proposed system of work types and locations that will be used to identify each
Construction package.
i. All of the public utilities affected by the Construction Works within the Right of Way,
and their owners and the scheduled activities for their relocation.
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j. Processes that will ensure effective consultation with public utility authorities and
utility infrastructure owners, to ensure progressive execution and efficient completion
of the Works.
k. 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 the monthly progress reports;
(4) development and approval of Construction documentation; and
(4) survey and condition monitoring;
l. Strategies for:
(1) managing risks;
(2) obtaining all necessary Approvals; and
(3) details of records management and indexing protocols that will enable referencing
of all design and construction records back to the Construction packages, and
Construction Packages to work type and location.
The Detailed Construction Plan complying with these provisions shall form part of the
DED to be submitted to the Independent Consultant for review and certification within
twelve (12) months after the signing date of the Concession Agreement.
3.4 Relocation of Public Utilities
The DPWH shall cause the removal and relocation of underground public utilities within
the Basic Right-of-Way in a manner consistent with the Construction Schedule in the
Concessionaire’s Detailed Construction Plan which is part of its DED certified by the
Independent Consultant.
The arrangements for the removal and relocation of the pubic utilities are to be
incorporated in a Tripartite Agreement among the Concessionaire, the DPWH, and the
Public Utility Owner. The Tripartite Agreement shall include the following:
a. A directive by the DPWH to the Public Utility Owner to remove and relocate the public
utilities in accordance with the Construction Schedule in the Detailed Construction
Plan.
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b. The Detailed Construction Plan itself, which includes when public utilities are to be
removed and relocated.
c. The estimated costs of the removal and relocation of the public utilities.
d. A provision that the removal and relocation of the public utilities can be undertaken by
either the Public Utility Owner or the Concessionaire. The Public Utility Owner shall
reimburse the Concessionaire if it undertakes the removal and relocation works.
e. An indemnity/hold harmless arrangement by the Public Utility Owner on behalf of the

DPWH for any delay in completing the removal and relocation work in accordance
with the Detailed Construction Plan.
f. A provision that the Concessionaire can only take liquidated damages or termination
action against the DPWH under the Concession Agreement if the Public Utility Owner
fails to meet timeframes when actually undertaking the work itself. When the
Concessionaire undertakes the removal and relocation work, it has no right of action for
any failure to meet timeframes.
3.5 Traffic Management During Construction
a. Obligations to Minimize Disruption
The Concessionaire shall carry out the following obligations during Construction to
ensure that traffic disruption is minimized in the area in which Construction is carried
out ("Construction Area") and its immediate surrounding area, while providing a safe
environment for all vehicles, pedestrians, public transport users and construction
personnel, with clear and accurate information for all users:
(1) Safe, efficient and continuous passage of vehicles is provided.
(2) The traffic carrying capacity of the immediate surrounding roads is maintained.
(3) Traffic congestion and disruption to public transport is minimized.
(4) Pedestrian safety and, as required, alternative means of walking within or near the
Construction Area are provided.
b. Traffic Management Plan for Construction
The Concessionaire’s updated Traffic Management Plan must provide the following:
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(1) Demonstrate how the Concessionaire will stage the Works, and manage traffic
throughout the Construction period to ensure that the obligations to minimize
disruption prescribed in Section 3.5-a are achieved; and
(2) Include plans for:
(a) the proposed traffic management arrangements for each toll plaza, ramp, or
other location where vehicles, pedestrians, and public transport will be affected;
and
(b) the use of roads in and around the Construction Area, supported by traffic data
and analysis, to demonstrate that traffic impacts will be minimized during the
Expressway Construction, and showing the proposed provisions for the
following:
i. Temporary or alternate detour routes for vehicles and pedestrians, including

arrangements for the clearing of obstructions and repair of pavements on the
alternate routes and at-grade roads, to be undertaken in coordination with
the DPWH, Metropolitan Manila Development Authority ("MMDA"), and
local government units ("LGUs").
ii. Timing of road or lane closure and managing restricted lane widths, seeing
to it that, during the Construction of Phase II, the minimum number of lanes
on the at-grade roads shown in Table 1 under Section 1.4-a hereof is kept
open and passable, and that, during the Phase I Adjustment Works, the
minimum number of lanes stated in Section 1.4-b is kept open and passable.
Construction activities shall be so scheduled as to cause the least congestion
during peak hours.
iii. Construction clear zones.
iv. Property access arrangements.
v. Setting up of directional and informative signs leading to and along the

alternate routes to aid motorists and pedestrians. Maps of the alternate
routes shall be provided to the LGUs, including barangays, and the
communities affected.
vi. Consultations and coordination with the traffic management group of

MMDA, the Police, LGUs, community leaders, residential and business
establishments affected. Before the updated Traffic Management Plan is
finalized, the consultations will inform them of the Project and the proposed
updated Traffic Management Plan including the alternate routes and
arrangements for clearing and repairing them, obtain their suggestions as
inputs in finalizing the Plan, and seek their cooperation to effectively carry it
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out. The updated Traffic Management Plan shall include arrangements for
the agencies mentioned to deploy additional traffic enforcers as needed.
vii. Information, education and communication program to advise the motorists,

residents, businesses, and the general public on the above. This shall involve
the use of media – print, radio, TV, and internet – including flyers and
billboards to inform the public on the updated Traffic Management Plan
before and during Construction. It shall include a mechanism to give
updates on the traffic situation, to receive complaints on traffic and road
conditions, accidents, and emergencies, and to respond to these incidents so
as to ease traffic congestion in the Construction Area and on the alternate
routes.
(3) Include procedures and responsibilities for:
(a) reviewing and further updating, as needed, the Traffic Management Plan to
reflect any changes to the proposed arrangements for staging the Works and
managing traffic;
(b) development and implementation of communications requirements;
(c) training and orientation to ensure that relevant personnel, including Contractors,
sub-contractors and traffic enforcers, are aware of the requirements of the
updated Traffic Management Plan; and
(d) managing and reporting traffic accidents and incidents.
The updated Traffic Management Plan shall be a component of the Detailed

Construction Plan which is part of the DED to be submitted to the Independent
Consultant for review and certification within twelve (12) months after the signing date
of the Concession Agreement.
The Concessionaire shall implement the updated Traffic Management Plan once the
DED is certified by the Independent Consultant.
3.6 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, as shown in Annex E.
If any new Construction materials proposed by the Concessionaire are not covered by the
Blue Book, these materials shall first be reviewed and, if found technically appropriate for
the Project and in compliance with Prudent Industry Practice, be certified by the
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Independent Consultant and approved by the DPWH, before the new materials are used in
the Project.
3.7 Completion of Construction
a. The Independent Consultant 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 notify the DPWH which shall then issue the Certificate
of Final Completion 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 Phase II and the Phase I Adjustment Works have been completed in
accordance with the DED, as certified by the Independent Consultant, and the
MPSS for Construction, including the rectification of all defects.
(3) The NAIA Expressway can be safely and reliably placed in commercial operations.
(4) The required O&M Manuals have been submitted by the Concessionaire, certified
by the Independent Consultant as meeting the MPSS, and approved by the DPWH.
(5) The toll collection equipment and personnel are in place.
b. The Concessionaire must submit as-built drawings, an updated Asset Register to

include a description of all assets constructed for the Phase I Adjustment Works and
Phase II (and such other documents required pursuant to Section 4.5-e), and the
Construction Completion Report to the DPWH not later than six (6) months after the
date of the Certificate of Final Completion.
SECTION 4.0 OPERATION AND MAINTENANCE
4.1 General Obligations
a. Performance Requirements
This section of the MPSS sets out Operation and Maintenance performance standards
that the Concessionaire must meet for the entire NAIA Expressway – from the date of
issuance of the Toll Operation Certificate up to the end of the Concession Period. This
MPSS section also sets out Key Performance Indicators for Operation and Maintenance
that measure the Concessionaire’s performance and imposes liquidated damages for
non-performance.
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The entire NAIA Expressway is a 24-hour operation every day of the year and the
Concessionaire is obliged to have management and systems in place to deliver the 24-
hour service to motorists who pay a toll to use the NAIA Expressway. The
performance requirements are categorized as follows:
(1) Operation Requirements
(a) Toll collection system.
(b) Traffic safety and control system.
(c) Power and water supply.
(2) Maintenance Requirements
(a) Maintenance of Expressway structures.
(b) Maintenance of toll plazas and buildings.
(c) Maintenance of operating equipment and utilities.
b. Coordination with Other Toll Roads.
The Concessionaire shall cooperate with the DPWH in case the Government authorities
decide on a policy that will require physical interconnection and inter-operability of the
toll collection system of the NAIA Expressway with those of the Manila-Cavite Toll
Expressway, the Metro Manila Skyway, and other existing and future toll roads.
While the minimum design standards prescribed herein can accommodate all Class III
vehicles within the legal load limits, the Concessionaire shall ensure that specific
categories of vehicles are prevented from travelling on the NAIA Expressway which
may have access to the Skyway toll road and other adjoining toll roads and for which
those toll roads have a restriction or prohibition in place.
c. Uninterrupted Operations
Once authorized to operate the NAIA Expressway, the Concessionaire shall keep the
NAIA Expressway open to users continuously and without interruption and shall not
close any part of the NAIA Expressway without the prior authorization of the DPWH.
The Concessionaire may, however, order the closure of parts or the whole of the NAIA
Expressway without prior authorization if the Concessionaire determines that the use of
the NAIA Expressway is unsafe in the light of the relevant provisions of the Approved
O&M Manuals and there is no time to obtain prior authorization. The Concessionaire
shall, however, give due notice thereof to the DPWH within 24 hours from the
emergency closure of the NAIA Expressway.
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d. Upgrade and Improvement of O&M
In undertaking its operation and maintenance obligations, the Concessionaire shall

apply the principle of continuous improvement and continually improve the standards
and quality of the operation, maintenance and repair of the NAIA Expressway,
including adopting advancements in technology no later than the time when the
relevant component of the NAIA Expressway is due to be replaced.
4.2 Expressway Operation: Toll Collection System
a. Performance Standards.
The Concessionaire, through its Facility Operator, must ensure that the design standards
set out in Section 2.4 are achieved and that the following are met:
(1) The electronic toll collection and control equipment is operational 24 hours every
day.
(2) The waiting/transaction time at toll plazas does not exceed an average of 20 seconds
per user from 6 am to 8 pm daily.
(3) The transaction capacity at toll plazas is not less than 400 vehicles/hour/lane for
mixed manual/e-pass system and 900 vehicles/lane/hour for the E-pass system.
(4) There is to be no interruption to normal traffic, except during major repairs and
accidents. Interruption means hampering smooth and seamless traffic flow.
b. The Concessionaire shall implement the following operational activities which shall be
included in the O&M Manuals (in accordance with Section 4.9):
(1) Supervision of shifts, lanes and toll plazas.
(1) General items of responsibility during operating and non-operating toll lanes.
(2) Operation of E-pass and manual toll lanes.
(3) Lane closing and opening procedures.
(4) Traffic queue supervision and management.
(5) Vehicle classification.
(6) Transaction receipts operation.
(7) User toll display operation.
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(8) Traffic control gate operation.
(9) Lane status gate operation.
(10) Toll collection system administration, including database.
(11) Toll accounting and reporting.
4.3 Expressway Operation: Traffic Safety and Control System
a. Performance Standards
The Concessionaire/Facility Operator shall attain the following operating performance

standards for the traffic safety and control system:
(1) The Concessionaire/Facility Operator shall operate a patrol system on the

expressway 24 hours every day. The patrol shall observe the traffic situation and
road conditions at all times, undertake emergency aid for toll road users with
broken down vehicles, and perform emergency handling of traffic accidents.
(2) The toll operations center shall be operational and permanently staffed 24 hours
daily.
(3) The emergency telephone network and surveillance camera network linked to the
toll operations center shall be operational 24 hours a day.
(4) The response time between the receipt of emergency call for accidents/vehicle
breakdown and arrival on the site shall not exceed 30 minutes.
(5) The time from the receipt of emergency call to clear the accident/vehicle
breakdown site and restore normal traffic flow shall not exceed 60 minutes.
(6) Temporary safety equipment shall be deployed at the accident/vehicle breakdown

sites within a maximum time of 10 minutes after the notification of the incident.
Such safety equipment shall include flexible barriers, warning sign boards, lighting
equipment, and similar equipment.
(7) The average accident rate shall not be more than one (1) per day.
(8) At least one (1) lane for one direction shall be kept open for vehicles, except at
ramps, within the maintenance period.
(9) Announcement of ramp closure shall be made at least five (5) days in advance.
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(10)Dynamic weighbridges/weigh-in-motion machines shall operate 24 hours a day to
weigh and detect vehicles that exceed the maximum allowable axle load of 13.5
tons and gross vehicle weight. Overloaded trucks detected at the weighbridges shall
not be allowed to continue their travel on the NAIA Expressway and shall be
required to take the emergency exit located at the main toll plaza in front of NAIA
Terminal 3.
(11)Variable message signs shall be operating 24 hours daily, providing information on

(i) accidents and road works, (ii) traffic conditions, (iii) dangerous weather
conditions warning, and (iv) toll rate changes.
(12)Noted defects in DPWH’s inspection reports shall be remedied within 30 days.
(13)Monthly reports on traffic counts and axle load data on the NAIA Expressway shall
be accurate and submitted to the DPWH RTIA on time.
(14) Monthly financial and operating reports shall be accurate and submitted to the
DPWH on time.
b. The Concessionaire’s, and as appropriate the Facility Operator’s, personnel assigned to

enforce traffic regulations and safety measures in the NAIA Expressway, including
anti-overloading rules, must have been duly deputized by the Land Transportation
Office.
c. The Concessionaire shall establish and maintain a Traffic Database for the NAIA
Expressway, which shall be linked to, and provide inputs into, the overall DPWH Road
Traffic Information Application (“RTIA”) database for national/major roads of the
Philippines. The Traffic Database shall include the following data:
(1) Traffic counts, broken down into the 12 vehicle types used in the DPWH RTIA, per
direction, per hour, between entries and exits of the NAIA Expressway, as
generated by the AVC systems of the Expressway.
(2) Loads per axle, per tuck, per direction, as recorded in and generated by the
weighbridges/weigh-in-motion machines of the NAIA Expressway.
The Concessionaire shall regularly submit to the DPWH, every seventh day of each
month, reports to the DPWH which contain the abovementioned data on traffic counts
and loads per axle on the NAIA Expressway during the preceding month, using the
prescribed DPWH formats, for DPWH processing and inclusion in the RTIA. The
DPWH has the right to conduct technical audits of the traffic counts and axle load data
submitted by the Concessionaire before processing them and including them in the
RTIA.
4.4 Expressway Operation: Power and Other Utilities
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As performance standards in respect to the operation of power supply and other utilities,
the Concessionaire shall ensure that the following utility systems constantly remain
functional, are tested on an established schedule, are evaluated for functionality and
operation, and perform as designed and intended to support the 24-hour operation of the
NAIA Expressway:
a. Supply of power for the toll plazas and all other parts of the NAIA Expressway. A
standby generator set shall be operated as needed to provide the base load while an
uninterruptible power supply ("UPS") system shall be employed to eliminate switching
surges and blackouts.
b. Water supply and plumbing.
c. Mechanical systems including ventilation and air conditioning systems.
d. Communication systems, including intercoms, telephones, radios and mobile

communications.
e. Fire suppression and precaution systems, including fire alarms, sprinkler systems, and
heat sensors.
4.5 Expressway Maintenance: Expressway Structures
a. Principles
(1) The goal of the Maintenance program of the entire NAIA Expressway is to:
(a) preserve the asset so it is handed back to the DPWH in a manner that complies
with the pavement performance standards specified in Section 2.0;
(b) be able to operate the NAIA Expressway in a manner that provides an efficient
service for the motorists that use it and the service is optimal; and
(c) preserve the asset so that all the buildings and equipment necessary to operate
the NAIA Expressway are and remain functional and in good condition in a
manner that is equivalent to Prudent Industry Practice.
(2) There are two categories of maintenance:
(a) Routine maintenance which comprises day-to-day activities to maintain or

restore the NAIA Expressway to its normal condition as designed and built.
Examples are patching of pavement, sealing of cracks in the concrete deck,
repair of guardrails, replacement of lighting lamps, repair of electrical and plant
installation, cleaning of drainage, repair of viaduct members, repainting of lane
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markings, repair of signs, and road cleaning. Routine maintenance shall not
disrupt or interfere with the Operation of the NAIA Expressway.
(b) Periodic maintenance which comprises activities that include preventive

maintenance before major defects on the NAIA Expressway occur in order to
prolong its design life and retard future deterioration due to wear, tear, and
weathering, and thus prevent the need for early major reconstruction. Periodic
maintenance also includes major repair and rehabilitation to restore damaged
roads to their original condition as designed and constructed. Examples of
periodic maintenance activities include pavement overlay, major repair of
deteriorated viaduct members, and lighting.
b. Routine Maintenance
(1) Routine Maintenance shall be undertaken at three levels:
(a) Level 1: Repairs must start 30 minutes after the damage has been reported.
Damage must be repaired within 24 hours. The following are Level 1 repairs:
i. For concrete pavements: local damage or depression.
ii. For asphalt pavements/decks: pothole.
iii. Cracks and other deficiencies.
iv. Damaged portions or openings in the fences/guardrails/parapet walls within

the right-of-way which present an immediate danger to traffic.
v. Breakdown of emergency telephone network.
vi. .Collapsed or vandalized traffic signs.
(b) Level 2: Repairs must start within 24 hours and be completed within five (5)
days. The following are Level 2 repairs:
i. For concrete pavements/decks: Failed slabs/bocks shall be repaired within

five (5) days.
ii. For concrete pavements/decks: Joints/cracks shall be sufficiently sealed

within five (5) days.
iii. For asphalt pavements/decks: Pavement damage – cracking, raveling,

rutting and shoving – shall be repaired within two (2) days.
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iv. Disruption of free flow of water into the drainage systems shall be repaired
in two (2) days.
v. Signage - road signs, traffic regulatory signs, warning signs, informative

signs, and road works and special purpose signs – shall at all times be clear
of obstruction, clean and readable. Noted defects shall be corrected within
two (2) days.
vi. Correction of noted maintenance defects or replacement of damaged

guardrails at the sides and center median of the expressway shall be done
vii. Correction of noted maintenance defects of expansion joints shall be done

(c) Level 3: Other repair and maintenance works are undertaken on a continuing
basis as necessary. The following are Level 3 repairs:
i. Regular replacement of high-mast lighting luminaries shall be done to keep

them operational 365 days a year.
ii. Correction shall be done on maintenance defects noted in the DPWH’s

inspection reports not of a type listed for Level 1 or Level 2 maintenance.
iii. Repair or replacement of structurally deficient superstructure and

substructure elements, to meet the MPSS design standards, shall be
completed within two (2) months or such period as may be agreed with the
DPWH.
iv. At least 90% of pavement markings shall at all times be in good condition
complying with the approved design standards.
c. Periodic Maintenance
Periodic maintenance should entail a preventive maintenance and rehabilitation

program based on the life of the structure as specified in Section 2.3-h of the MPSS –
i.e., 10 years for asphalt concrete pavements, 10 years for wearing surface overlay, etc.
Overlay must be based on structural road analysis, using the DPWH Pavement
Management System (“PMS”)/Highway Development and Management (“HDM”)
Program as described in the DPWH Highway Planning Manual, 2004, and undertaken
every 10 years or less. The standards applicable at the time of the periodic maintenance,
e.g., 10 years hence, should be used in the maintenance works.
d. Inspections
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The following inspections shall be undertaken to detect any defects/damages and signs
of defects/damages to be reflected in the routine maintenance and periodic maintenance
plans:
(1) Visual observation of the NAIA Expressway condition to be made from a patrol
car: Daily.
(2) Visual inspection by walking along the NAIA Expressway surface: Every other
month.
(3) Visual inspection by walking beneath the viaduct to check its structural condition:
two (2) times a year.
(4) Drainage condition inspection: Before the start of the rainy season; and once a
month during the rainy season.
(5) Detailed structural soundness survey of the viaduct: Once in five (5) years.
(6) Emergency Inspection: as soon as reasonably practicable after an earthquake, a

typhoon or any other natural calamity/event.
(7) Survey to determine the International Roughness Index (“IRI”): Every three (3)
months.
e. Asset Register
Within six (6) months after the issuance of the Certificate of Final Completion, the
Concessionaire shall update the Asset Register (which shall already include the
inventory database established for Phase I) to include all assets for the entire NAIA
Expressway and provide a copy to the DPWH. The Concessionaire shall update the
Asset Register annually. The Asset Register shall also include all as-built drawings, and
the record of all inspection operations, tests, and repair and maintenance works. The
Asset Register shall be linked to and provide inputs into the overall DPWH Road and
Bridge Information Application ("RBIA") database for national/major roads in the
Philippines.
f. Maintenance Budget
Based on the Approved O&M Manuals, the Concessionaire shall prepare the annual
routine and periodic maintenance programs and budgets, indicating the funds needed to
carry out the routine and periodic maintenance activities on a quarterly basis.
4.6 Expressway Maintenance: Toll Plazas and Buildings
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Maintenance at toll plazas and buildings shall include the following minimum performance
requirements:
a. Cleaning of toll lanes and toll islands.
b. Routine repair and maintenance of buildings.
c. Cleaning and disinfecting of sanitary installations.
d. Cleaning of litter and bins collection.
4.7 Expressway Maintenance: Equipment and Utilities
Maintenance of equipment and utilities shall include the following minimum performance
requirements:
a. Replacement of high-mast lighting luminaries.
g. Maintenance of electronic toll collection and control systems including preventive

actions related to the toll lanes, especially the automatic vehicle classification control
system.
h. Systematic detailed inspection and maintenance of electronic and low voltage

equipment, e.g., toll equipment, cable, closed circuit television, on a yearly basis.
d. Routine maintenance of power and water supply systems.
e. Preventive and restorative maintenance of other fixed equipment, e.g., emergency

telephone network, SOS communication system, MIS support for hardware and
software, and air conditioning system in the toll booths and control center.
4.8 Customer Service and Satisfaction
The Concessionaire shall implement a customer service plan which shall provide for
handling of complaints and communications with users on the NAIA Expressway
condition, Operation and Maintenance in order to improve customer satisfaction and
responsiveness. This shall include the following:
a. Procedure for handling customer complaints and inquiries. This shall include a
customer service log used to receive and record comments and concerns about the
NAIA Expressway.
b. Complaint prioritization procedures. These shall provide the system and criteria for
responding to concerns based on priority, degree of deficiency, and schedule to correct
them.
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c. Complaint reconciliation procedures. These shall ensure an adequate response to
complaints and comments received in the customer service log. They shall include the
customer service database requirements and procedures, follow-up procedures and
actions, and requirements for a formal plan for long-term improvements.
d. Dissemination of comments and concerns. This shall provide the procedures to ensure
that all comments and concerns from the DPWH and agencies outside the
Concessionaire are obtained, recorded and reconciled.
e. Complaints and actions database. All complaints and corrective actions shall be
recorded in a database providing a summary of the complaint, date of complaint, date
underlying occurrence, date action taken, summary of action taken, and date of
notification to the complainant. The database and logs shall be reviewed monthly to
reconcile complaints with actions taken. The database statistics shall be reviewed
quarterly to compare performance of the current quarter versus the prior period and the
current year versus the prior year. A formal plan for improvement shall be developed
and implemented if there is a significant increase in the number of complaints received
and/or delays in actions taken.
The DPWH shall conduct a customer satisfaction survey, at least once a quarter, to
determine the degree of satisfaction of the users on the Operation and Maintenance
performance of the NAIA Expressway. Levels of satisfaction to be used shall be from 1 to
5: level 1 means highly satisfied, while level 5 means highly unsatisfied. The
Concessionaire must meet a level of satisfaction which is not more than 3.
4.9 Expressway Operation and Maintenance Manuals
The Concessionaire shall prepare the O&M Manuals for the entire NAIA Expressway
which shall provide the detailed operating procedures for (a) toll collection system, (b)
traffic safety and control system, and (c) power and related utilities at the NAIA
Expressway, based on the requirements in Sections 4.2 to 4.4.
The O&M Manuals shall also provide the detailed procedures, including inspections,
routine and periodic maintenance works, and recording for (a) NAIA Expressway
structures, (b) toll plazas and buildings, and (c) equipment and utilities at the NAIA
Expressway, based on the requirements in Sections 4.5 to 4.7, in order to keep the NAIA
Expressway in good condition in accordance with the MPSS for Maintenance.
Within 18 months after the issuance of the Notice to Proceed, the Concessionaire shall
submit the proposed O&M Manuals for the entire NAIA Expressway, through the
Independent Consultant for review and certification as complying with these MPSS, to the
DPWH for approval prior to their use in the NAIA Expressway.
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The Approved O&M Manuals for the entire NAIA Expressway shall form part of these
MPSS and shall govern the Concessionaire’s Operation and Maintenance of the NAIA
Expressway.
The Concessionaire shall be required to update the Approved O&M Manuals, as reasonably
required by the DPWH, on an annual basis for the duration of the Operation Period.
4.10 Key Performance Indicators for Operation and Maintenance of the NAIA
Expressway with Liquidated Damages
a. Key Performance Indicators (KPIs) for NAIA Expressway Operation
The Concessionaire shall comply with the minimum KPIs for Operation of the entire
NAIA Expressway and shall be subject to the corresponding liquidated damages to be
imposed by the DPWH for non-compliance therewith, as shown in Table 13.
The liquidated damages are expressed in Toll Equivalent Units ("TEUs"), i.e., a
multiple of the authorized – including approved adjustments – flat end-to-end Toll Rate
(Roxas Blvd.-Skyway), expressed in Philippine Pesos, for a Class I vehicle at the time
that the liquidated damages are imposed.
Table 13. Key Performance Indicators for Operation of NAIA Expressway

and Liquidated Damages for Non-Compliance
Item Standards/Requirements Amount of Liquidated Remarks
Damages for Non-Compliance
Toll Collection System
Electronic Toll Operational 24 hours every day per 500 TEUs/non-compliance event. Basis is DPWH’s inspection
Collection and Control Approved O&M Manuals. reports.
Systems
Waiting/Queuing and Average for the month, measured 2,500 TEUs/every month which -do- .
Transaction Time at Toll from 6 am to 8 pm, not exceeding exceeds average of 20 seconds.
Plazas 20 seconds per user, except in
unusual circumstances such as
major accidents or repair/
maintenance works.
Transaction Capacity or Not less than 400 vehicles/hour/ 2,500 TEUs/day when capacity -do-.
Throughput at Toll lane for mixed manual/E-pass falls below the standard.
Plazas systems and 900 vehicles/hour/lane
for E-pass system
Interruption* to Traffic Only in exceptional events, e.g., 500 TEUs/every time when -do-. “Interruption” means
Flow major repairs and accidents. interrupted traffic flow lasting hampering smooth and
more than 5 minutes. seamless traffic flow.
Traffic Safety and
Control System
Patrol System Permanently on duty 24 hours 500 TEUs/non-compliance event. Basis is DPWH’s inspection
daily. reports.
Toll Operations Center Operational and permanently 500 TEUs/non-compliance event. -do-
staffed 24 hours every day of the
year.
56
Emergency Telephone Operational 24 hours every day, 500 TEUs/non-compliance event. -do-
Network and linked to Toll Operations Center.
Surveillance Camera
Network
Response Time for Response time between receipt of 1,250 TEUs/non-compliance -do- and police reports.
Accidents/Vehicle emergency call and arrival on site event.
Breakdown not exceeding 30 minutes.
Clearance Time for Not more than 60 minutes after 1,250 TEUs/non-compliance -do-
Traffic Accidents/ receipt of the emergency call to event.
Vehicle Breakdown clear the site and restore normal
traffic flow.
Temporary Safety Installed 10 minutes after 500 TEUs/non-compliance event. -do-
Equipment at notification of incident.
Accident/Vehicle
Breakdown Sites.
Accident Rates Not more than average of 1 per 1,250 TEUs/every accident in -do-
day. excess of 1/day threshold.
Lane availability within At least one lane for one direction 500 TEUs/non-compliance event. Basis is DPWH’s inspection
Maintenance Period shall be kept for vehicles except reports.
ramp section.
Ramp closure Announcement of the ramp closure 500 TEUs/non-compliance event. -do-
shall be made at least 5 days in
advance.
Variable Message Signs Operational 24hours daily, giving 500 TEUs/non-compliance event. -do-
information on (i) place of acci-
dents, (ii) event, place and period
of maintenance works, (iii) traffic
conditions, (iv) dangerous weather
warning, and (v) toll rate changes.
Brightness of Road Ave. brightness of road surface not 500 TEUs/non-compliance event. -do-
Surface less than 9 lux. Point of least Standards from Philippine
luminaire on road surface not less Electrical Code, Part 2,
than 4 lux. Toll plazas with ave. Appendix G, Street Lighting
luminaire of not less than 24 lux. Guide, 2000.
Vehicle Weighing Operational 24 hours every day 500 TEUs/non-compliance event. Basis is DPWH’s inspection
System with monthly reports, with no truck reports.
exceeding load limit allowed.
Power and Water Continuous 24-hour supply of 500 TEUs/non-compliance event. -do-
Supply power and water.
Compliance with Remedy of noted defects, other 500 TEUs/non-compliance event. -do-
DPWH’s Inspection than above, within 30 days.
Reports on Operations
Submission of Traffic Accurate monthly reports of traffic 500 TEUs/violation. -do-
Data to DPWH RTIA counts and axle load data submitted
on time.
Submission of Financial Accurate monthly reports 500 TEUs/violation. Basis is Approved O&M
and Operating Reports submitted on time per Approved Manuals.
O&M Manuals, including toll
collections.
Other Key Operations Strict compliance. 500 TEUs/event of violation of Other key requirements as
Reqts of Approved key requirements. defined in Approved O&M
O&M Manuals Manuals.
57
Customers’ Satisfaction Level of customers’ satisfaction on 2,500 TEUs/when average level Basis is quarterly DPWH’s
on Operations operations not more than 3. of customers’ satisfaction is more customer satisfaction survey,
than 3. cross-referred to
Concessionaire’s customer
service database.
b. KPIs for NAIA Expressway Maintenance
The Concessionaire shall comply with the minimum KPIs for Maintenance of the entire
NAIA Expressway and shall be subject to the corresponding liquidated damages to be
imposed by the DPWH for non-compliance therewith, as shown in Table 14.
Similarly, the liquidated damages are expressed in TEUs, as defined in Section 4.10-a
above.
Table 14. Key Performance Indicators for Maintenance of NAIA Expressway

and Liquidated Damages for Non-Compliance
Type of Feature Standards/Requirements Amount of Liquidated Remarks
Surface Roughness International Roughness Index 5,000 TEUs/day if IRI is more IRI will be measured once
(IRI) shall not be more than 1.5 for than 1.5. every 3 months. Also, basis
the entire NAIA Expressway. is Concessionaire’s monthly
operations report and
DPWH’s inspection reports.
Any liquidated damages
shall be imposed at the time
of the survey.
Concrete Pavement/
Deck
Local Damage or To be repaired within 24 hours. 1,250 TEUs per LD/D not LD/D is a hole or depression
Depression repaired per day. >15x15cm, but < one slab,
(LD/D) and deeper than 5 cm. Basis
is Concessionaire’s monthly
Failed Slabs Repair to be completed in 5 days. 2,500 TEUs/concrete slab not Failed slab is any slab w/
(Blocks) repaired per 5 days. >8m cracks or w/ parts not
in level w/ adjacent slabs.
Basis is Concessionaire’s
monthly operations report
and DPWH’s inspection
reports.
Joints/Cracks 90% of joints/cracks sufficiently 2,500 TEUs/km with Joints/cracks are sufficiently
sealed within 5 days. joints/cracks not sealed within 5 sealed when filled w/ sealant
days to pavement surface level.
reports.
Pavement 90% of PM in good condition at all 2,000 TEUs/km not remedied PM is in good condition if
58
Markings (PM) times. within 2 days. required % of markings is
clearly visible day & night.
Asphalt Pavement/ Deck
Potholes Repair work to start in 30 minutes 1,250 TEUs/pothole not repaired Pothole is a hole or
and completed within 24 hours. per 24 hours. depression >15cmx15cmx
15 cm. Basis is
Concessionaire’s monthly
DPWH’s inspection reports
Pavement To be repaired within 2 days. 2,000 TEUs per PD not repaired PD is 100 sq. m of alligator
Damage (PD) - per 2 days cracks, or 400 lm of cracks,
cracking, or combination, w/ crack
raveling, rutting width of 25 mm; or 100 m of
and shoving raveling, or 10 m of rutting/
shoving, w/ width of 1.5 m.
reports.
Pavement 90% of PM in good condition at all 2,000 TEUs/km not remedied per PM is in good condition if
Markings (PM) times. 2 days. required % of markings is
clearly visible day & night.
reports.
Asphalt overlay Overlay for preventive 5,000 TEUs/every event of non- Basis is Concessionaire’s
maintenance must be based on compliance with requirements of monthly operations report
structural road analysis, using the the PMS/HDM program. and DPWH’s inspection
reports.
DPWH PMS/HDM program, and
undertaken every 10 years or less.
Superstructure and Repair or replacement of 2,500 TEUs/every event of Basis is Concessionaire’s
Substructure Elements structurally deficient elements failure to do such repair or monthly operations report
within 2 months or as agreed with replacement within the prescribed and DPWH’s inspection
DPWH. period. reports. Repair/ replacement
must meet MPSS for design.
Drainage Disruption of free flow of water to 1,250 TEUs/location not Free flow is disrupted if
be remedied in 2 days. remedied per 2 days. capacity of drainage is
reduced by > 25%. Basis is
Concessionaire’s monthly
Signage Road/traffic regulatory/warning/ 1,250 TEUs/defective sign not Basis is Concessionaire’s
informative/road works/special remedied per 2 days. monthly operations report
purpose signs shall at all times be and DPWH’s inspection
clear of obstructions, clean and reports.
readable.
Guardrails at Sides and Correction of noted maintenance 1,250 TEUs/location not Basis is Concessionaire’s
Center Median defects or replacement shall be remedied per 2 days. monthly operations report
done within 2 days. and/ DPWH’s inspection
reports.
59
Expansion Joints Correction of noted maintenance 2,500 TEUs/location not Basis is Concessionaire’s
defects shall be done within 5 days. remedied per 5 days. monthly operations report
reports.
High-Mast Lighting Regular replacement to make them 1,250 TEUs/broken light not Basis is Concessionaire’s
Luminaries operational at night 365 days/year. operating per night. monthly operations report
reports.
Compliance with Correction of noted maintenance 1,250 TEUs/day for defect not Basis is Concessionaire’s
DPWH’s Inspection defects, other than above, done corrected beyond 30 days. monthly operations report
Reports on Maintenance within 30 days. and DPWH’s inspection
reports
Other Key Maintenance Strict compliance. 500 TEUs/violation of other key Basis is Concessionaire’s
Requirements of requirements. monthly operations report
Approved O&M and DPWH’s inspection
Manuals reports. Other key
requirements are defined in
Approved O&M Manuals.
SECTION 5.0 ASSET CONDITION AT END OF CONCESSION TURNOVER
Section 2.3 of the MPSS specifies a design life of the key assets. Based on that design life, the
Concessionaire must manage the maintenance of the assets listed in this Section so that there is a
residual asset life that complies with Table 15 at the end of the Concession Period:
Table 15. Residual Life Standards

Asset Design Parameter Residual Life Value at the End
of the Concession Period
A Viaduct/Bridge Structures 18 years
B Road Pavement:
Cement Concrete Rigid Pavement 8 years
Asphalt Concrete Pavement 8 years
C Wearing Surface/Overlay 8 years
D Tolling Equipment 5 years
E Tolling Buildings 10 years
F Toll Plaza 10 years
G Computer Equipment 2 years
60
BIDDING DOCUMENTS
PART III: MINIMUM PERFORMANCE

STANDARDS AND SPECIFICATIONS
ANNEXES
JICA Update, 05 July 2011
1
ANNEX A
2
CAAP LETTER DATED MAY 30, 2011, ON MAXIMUM ALLOWABLE TOP
ELEVATION AT NAIA EXPRESSWAY PHASE II
3
4
ANNEX B
MAPS OF BASIC RIGHT OF WAY
5
ROW Requirement -1 (1/10)
6
ROW Requirement-2 (2/10)
7
8
9
10
11
12
ROW Requirement-7a (8/10)
13
14
15
ANNEX C
ENVIRONMENTAL COMPLIANCE CERTIFICATE
FOR NAIA EXPRESSWAY PROJECT, 2002
16
17
18
19
20
ANNEX D
ORIGINAL PLANS AND SPECIFICATIONS FOR PHASE I

AS APPROVED BY DPWH
Provided in compact disc
21
ANNEX E
DPWH STANDARD SPECIFICATIONS FOR PUBLIC WORKS AND HIGHWAYS,

2004 EDITION, VOLUME II – HIGHWAYS, BRIDGES AND AIRPORTS OR “BLUE
BOOK”
Provided in compact disc
22
ANNEX F
SCHEDULE OF MINIMUM TEST REQUIREMENTS FOR CONSTRUCTION
The table below is the schedule of minimum test requirements of the DPWH Bureau of Research
and Standards based on the DPWH Standard Specifications for Highways, Bridges and Airports,
Volume II, 2004, otherwise known as the Blue Book. These test requirements will be used for
the applicable items of work and materials in the Concessionaire’s Construction works under the
Project.
If any Construction items of work or materials proposed by the Concessionaire are not covered
by the Blue Book, these items of work or materials, together with the corresponding technical
test requirements, shall be compliant with Prudent Industry Practice and must first be certified by
the Independent Consultant and approved by the DPWH before they are used in the Project.
ITEMS OF WORK MINIMUM TEST REQUIREMENTS

PART C – EARTHWORK
Item 100 – Clearing and Grubbing None
Item 101 – Removal of Structures and None
Obstruction
Item 103 – Structure Excavation
If excavated materials are If excavated materials are incorporated into the work:
wasted, the volume involved For every 1,500 cu. m or fraction thereof:
shall be reported so that Quality 1-G, Grading Test
control requirements may be 1-P, Plasticity Test
adjusted accordingly. 1-C, Laboratory Compaction Test
Submit Project Engineer’s For every 150 mm layer in uncompacted depth:
Certificate of Waste 1-D, Field Density
Item 104 - Embankment
Item 105 – Sub-grade Preparation Same tests as for Item 104.
Item 106 – Compaction Equipment and Same tests as for Item 104, 105, 200, 201, 202, 203, 204,
Density Control Strips 205, 206 and 300.
Item 107 - Overhaul None
PART D – SUBBASE AND BASE

COURSE
Item 200 – Aggregate Subbase Course For every 300 cu. m or fraction thereof:
1-G, Grading Test
1-P, Plasticity Test
For every 1,500 cu. m or fraction thereof:
1-C, Laboratory Compaction Test
1-CBR, California Bearing Ratio Test
For every layer of 150 mm of compacted depth/based on the
results of compaction trials:
At least one group of three in-situ density tests for each 500
sq. m or fraction thereof.
23
Item 201 – Aggregate Base Course For every 300 cu. m or fraction thereof:
1-G, Grading Test
1-P, Plasticity Test (LL, PL, PI)
1-Q, Quality Test for Grading, Plasticity and Abrasion
For every layer of 150 mm of compacted depth/based on
the results of compaction trials:
At least one group of three in-situ density tests for each
500 sq. m or fraction thereof.
Item 202 – Crushed Aggregate Base Same tests as for Item 201.
Course For every 1,500 cu. m or fraction thereof”
1-F, Fractured Face
Item 203 – Lime Stabilized Road Mix A. Soil Aggregate
Base Course For every 300 cu. m or fraction thereof:
1-G, Grading Test
1-Q, Quality Test for Grading, Plasticity and Abrasion
B. Mix
For every 300 cu. m or fraction thereof:
1-UC, Unconfined Compression Test
C. Compacted Base Course
For every layer of 150 mm of compacted depth:
1-D, Field Density Test fr every 150 m or fraction
thereof.
D. Hydrated Lime
For every 100 toms or fraction thereof
1-Q, Quality Test
Item 204 – Portland Cement Stabilized A. Soil Aggregate: Same tests as for Item 203.
Road Mix Base Course B. Cement:
Amount of Cement to be 1-Q, Quality Test for every 2,000 bags or fraction
added: 6 to 10 mass % of dry thereof.
soil aggregate C. Water
1-Q, Quality Test/Project Engineer’s Certificate
D. Mix
1-UC, Unconfined Compression Test
24
thereof.
1-T, thickness determination for every 150 m or fraction
thereof.
Item 205 – Asphalt Stabilized Road Mix A. Soil Aggregate: Same tests as for Item 203.
Base Course B. Emulsified Asphalt:
1-Q, Quality Test for every 40 to 200 drums or fraction
thereof.
C. Mix: same tests as for Item 203.
D. Compacted Base Course: Same tests as for Item 203.
Item 206 – Portland Cement Treated A. Soil Aggregate: Same tests as for Item 203.
Plant Mix Base Course B. Cement:
For every 2,000 bags or fraction thereof.
1-Q, Quality Test
C. Water
1-Q, Quality Test/Project Engineer’s Certificate
D. Mix: Same tests as for Item 204/
thereof.
1-T, thickness determination for every 150 m or fraction
thereof.
Item 207 – Aggregate Stockpile Same tests as specified I Item No. of the Specs.
PART E – SURFACE COURSE

Item 300 – Aggregate Surface Course For every 300 cu. m or fraction thereof:
1-G, Grading Test
1-C, Compaction Test for Grading, Plasticity and
Abrasion
For every layer of 150 mm of compacted depth/based on
the results of compaction trials:
At least one group of three in-situ density tests for each
500
sq. m or fraction thereof.
For Crushed Gravel or Crushed Stone, 1,500 cu. m of
fraction thereof:
1-F, Fractured Face
Item 301 – Bituminous Prime Coat Quantity: 1 to 2 liters/sq. m
1-Q, Quality Test for every 40 tons or 200 drums
25
Item 302 – Bituminous Tack Coat Quantity: 0.2 to 0.7 liter/sq. m
1-Q, Quality Test for every 40 tons or 200 drums
Item 303 – Bituminous Seal Coat A. Bituminous Materials
Quantity: 0.2 to 1.5 liters/sq. m
1-Q, quality Test for every 40 tons or 200 drums
B. Cover Aggregates
Quantity: From 5 to 14 kg/sq. m
For every 75 cu. m/200 kg or fraction thereof:
1-G, Grading Test
Item 304 – Bituminous Surface A. Aggregates
Treatment Quantity:
Using Cut-Back Asphalt or Asphalt Cement – 13.6 to
38.0 kg/sq. m
Using Emulsified Asphalt – 13.6 to 19.04 kg/sq. m
For every 75 cu. m/200 kg or fraction thereof:
1-G, Grading Test
1-P, Plasticity Test (PL, LL, PI)
For every 1,500 cu. m or fraction thereof;
1-Q, Quality Test for Grading, Plasticity, Abrasion,
Stripping and Bulk Specific Gravity
1-F, Fractured Face
B. Bituminous Materials
Quantity:
Using Cut-Back Asphalt or Asphalt Cement – 1.58 to
2.04 liters/sq. m
Using Emulsified Asphalt – 1.58 to 2.04 liters/sq. m.
Same test as for Item 301.
Item 305 – Bituminous Penetration A. Aggregates
Macadam Pavement Quantity:
1. Using Asphalt Cement or Rapid Curing
Course (Crushed) – 90 kg/sq. m
Key (Crushed) – (13 & 11) – 24 kg/sq. m
Cover (Crushed & Screened) – 8 kg/sq. m
2. Using Emulsified Asphalt – 13.6 to 19.04 kg/sq. m
Course (Crushed) – 90 kg/sq. m
Choker (Crushed) – 10 kg/sq. m
Key (Crushed) – 18 kg/sq. m
Cover (Crushed & Screened) – 8 kg/sq. m
Same test as for Item 304
Quantity: 7.2 to 11 liters/sq. m
Item 306 – Bituminous Road Mix Surface A. Aggregates
Course Same tests as for Item 304
26
Quantity:
1. Using Cut-Back Asphalt – 4.5 to 7.0 mass % of total
dry aggregate
2. Using Emulsified Asphalt – 6.0 to 10.0 mass % of
total dry aggregate.
C. Mix
Tests: For every 75 cu. m/130 tons or fraction thereof:
1-G, Grading Test
1-Extr., Extraction
1-Sty., Stability
1-C, Laboratory Compaction
D. Hydrated Lime
For every 100 tons or fraction thereof:
Tests: 1-Q, Quality Test
E. Compacted Pavement
For each full day’s operation:
Tests: D & T, Density and Thickness Tests – at least 1
but not more than 3 samples shall be taken.
Item 307 – Bituminous Plant Mix Surface A. Aggregates
Course General For every 75 cu. m/200 tons or fraction thereof:
1-G & P, Grading and Plasticity Tests
1-Q, Quality Test for Grading, Plasticity, Abrasion,
Stripping and Bulk Specific Gravity
1-F, Fractured Face
Quantity: 5.0 to 8.0 mass % of total dry aggregate
Tests: 1-Q, Quality Test for each 40 tons or fraction
thereof.
C. Mix
For every 75 cu. m/130 tons or fraction thereof:
1-G, Grading Test
1-Extr., Extraction
1-Sty., Stability
1-C, Laboratory Compaction
D. Hydrated Lime
For every 100 tons or fraction thereof:
Tests: 1-Q, Quality Test
E. Mineral Filler
1-G & P, Grading and Plasticity Tests (LL, PL, PI)
For each full day’s operation:
27
D & T, Density and Thickness Tests – at least 1 but not
more than 3 samples shall be taken.
Item 308 – Cold Asphalt Plant Mix A. Aggregates
Same tests as for Item 307
Quantity:
Using Cut-Back Asphalt – 4.5 to 7.0 mass % of total
dry aggregate
Using Emulsified Asphalt – 6.0 to 10.0 mass % of total
dry aggregate.
Tests: 1-Q, Quality Test for each 40 tons or 200 drums
or fraction thereof.
C. Mix
Same tests as for item 307
D. Hydrated Lime
E. Mineral Filler
1-G & P, Grading and Plasticity Tests (LL, PL, PI)
F. Compacted Pavement
Item 309 – Bituminous Plant Mix A. Aggregates
(Stockpile Maintenance Same tests as for Item 307
Mixture) B. Bituminous Materials
Quantity: 4 to 10 mass % of total mix
C. Mix
D. Hydrated Lime
E. Mineral Filler
Item 310 – Bituminous Concrete Surface A. Aggregates
Course, Hot Laid Same tests as for Item 307
Quantity: 5 to 8 mass % of total dry aggregates
C. Mix
D. Hydrated Lime
28
E. Mineral Filler
Item 311 – Portland Cement Concrete A. Cement
Pavement Quantity: 9.00 bags/cu. m (40 kg/bag)
Tests: for every 2,000 bags or fraction thereof
1-Q, Quality Test
B. Fine Aggregate
Quantity:
1. 0.5 cu. m/cu. m of concrete if rounded coarse
aggregate is used.
2. 0.54 cu. m/cu. m of concrete if angular coarse
aggregate is used.
Tests: for every 1,500 cu. m or fraction thereof
(1) For a source not yet tested or that failed
in previous
quality tests:
1-Q, Quality Test for Grading, Elutriation (Wash),
Bulk Specific Gravity, Absorption, Mortar Strength,
Soundness, Organic Impurities, Unit Weight, %Clay
Lumps and Shale
b. For a source previously tested and that passed
quality test:
Bulk Specific Gravity, Absorption, and Mortar Strength.
1-G, Grading Test
C. Coarse Aggregate
Quantity:
1. 0.77 cu. m/cu. m of concrete if rounded coarse
aggregate is used.
2. 0.68 cu. m/cu. m of concrete if angular coarse
aggregate is used.
a. For a source not yet tested or that failed in previous
quality test:
1-Q, Quality Test for Grading, Bulk Specific
Gravity, Absorption, Abrasion, and Unit Weight.
quality test:
1-Q, Quality Test for Grading, Absorption, Bulk
Specific Gravity, and Abrasion.
29
1-G, Grading Test
D. Water
Tests:
1-Certificate from Project Engineer
1-Q, Quality Test, if source is questionable.
E. Joint Filler
1. Poured Joint Filler
1-Q, Quality Test on each type of ingredient for each
shipment.
2. Premolded Joint Filler
1-Q, Quality Test on each thickness of filler for each
shipment.
F. Special Curing Agents
1-Q, Quality Test for each shipment
G. Steel Bars
For every 10,000 kg or fraction thereof for each size:
1-Q, Quality Test for Bending, Tension and
Chemical Analysis.
G. Concrete
Flexular Strength Test on Concrete Beam Sample
1-set consisting of 3 beam samples shall represent a 330
sq. m of pavement, 230 mm depth or fraction thereof
placed each day. Volume of concrete not more than 75
cu. m.
I. Completed Pavement
Thickness determination by concrete core drilling on a
lot basis.
5 holes per km per lane or 5 holes per 500 m when 2
lanes are poured concurrently.
PART F – BRIDGE CONSTRUCTION

Item 400 - Piling A. Concrete Piles
1. Concrete: Same tests as for Item 405.
2. Reinforcing Steel: Same tests as for Item 404.
B. Structural Piles
1-Q, Quality Test/Mill Test Certificate
1-IR, Inspection Report
Item 401 - Railings A. Concrete: same tests as for Item, 405, Class C
B. Reinforcing Steel: same tests as for Item 404.
Item 403 – Metal Structures 1-Q, Quality Test/Mill Test Certificate for each type of
material used
1-IR, Inspection Report for each type and shipment of
Metal used
30
Item 404 – Reinforcing Steel A. Bar Reinforcement for Concrete for every 10,000 kg or
fraction thereof for each size:
1-Q, Quality Test for Bending, Tension and Chemical
Analysis
B. Wire and Wire Mesh
1-Q, Quality Test
Item 405 – Structural Concrete A. Cement
Quantity: (40 kg/bag)
Class A --------- 9.0 bags/cu. m of concrete
Class B --------- 8.0 bags/cu. m of concrete
Class C --------- 9.5 bags/cu. m of concrete
Class P --------- 11.0 bags/cu. m of concrete
Tests: for every 2,000 bags or fraction thereof
1-Q, Quality Test
B. Fine Aggregate
Quantity: cu. m/cu. m of concrete
For Rounded For Angular
Class A --------- 0.50 ----------------- 0.54
Class B --------- 0.45 ----------------- 0.52
Class C --------- 0.53 ----------------- 0.50
Class P --------- 0.44 ----------------- 0.47
(2) For a source not yet tested or that failed
in previous
quality tests:
Bulk Specific Gravity, Absorption, Mortar Strength,
Soundness, Organic Impurities, Unit Weight, %
Clay Lumps and Shale
quality test:
Bulk Specific Gravity, Absorption, and Mortar
Strength.
1-G, Grading Test
C. Coarse Aggregate
Quantity: cu. m/cu. m of concrete
For Rounded For Angular
Class A --------- 0.77 ----------------- 0.68
Class B --------- 0.82 ----------------- 0.73
Class C --------- 0.70 ----------------- 0.68
Class P --------- 0.68 ----------------- 0.65
31
b. For a source not yet tested or that failed in previous
quality test:
1-Q, Quality Test for Grading, Bulk Specific
Gravity, Absorption, Abrasion, and Unit Weight.
quality test:
1-Q, Quality Test for Grading, Absorption, Bulk
Specific Gravity, and Abrasion.
1-G, Grading Test
D. Water
E. Premolded Filler for expansion joints
1-Q, Quality Test on each thickness of filler for each
shipment.
F. Steel Reinforcement
1-Q, Quality Test for every 10,000 kg or fraction
thereof.
G. Concrete
Compressive strength on concrete cylinder samples. 1
set consisting of 3 concrete cylinder samples shall be
taken from each day’s pouring and to represent not
more than 75 cu. m or fraction thereof.
Item 406 – Prestressed Concrete A. Concrete: Same tests as for Item 405, Class P
Structures B. Reinforcing Steel: Same tests as for Item 404.
C. Wire Strand
1-Q, for every 20 tons or fraction thereof.
Item 407 – Concrete Structures Same tests as for Items 403, 404, 405 and 411.
Elastomeric Bearing Pad will be tested to determine its
quality.
Item 408 – Steel Bridges Same tests as for Items 403 and 411.
Painting:
1-Q, One 20-liter can for every 100 cans or fraction
thereof, or
1-Q, One 4-liter can for every 100 cans or fraction thereof.
Item 409 – Welded Structural Steel Same tests as for Item 403 and Inspection Report.
Item 411 - Paint 1-Q, One 20-liter can for every 100 cans or fraction
thereof, or
1-Q, One 4-liter can for every 100 cans or fraction thereof.
PART G – DRAINAGE AND SLOPE

PROTECTION
Item 500 – Pipe Culverts and Storm A. Pipes
32
Drains Pipe for every 50 pieces: Strength, Absorption and
Dimension.
Alternative Requirements:
1-set consisting of 3 concrete cylinder samples for not
more than 25 pipes cast in the field and 1-Inspection
Report for each size for not more than 25 pipes cast in
the field.
B. Mortar for Joint
Cement, Fine Aggregates and Water – Same tests as for
Item 405.
Item 501 – Underdrains A. Concrete Pipe (Non-Reinforced)
0.5% of the number of pies of each size but not less
than 2, for Strength, Absorption and Dimension.
Alternative Requirements:
1-set consisting of 3 concrete cylinder samples for not
more than 25 pipes cast in the field and 1-Inspection
Report for each size for not more than 25 pipes cast in
the field.
B. Clay Pipe
1-Pipe for every 200 pieces each size, with a minimum
of 2 specimens for Strength, Absorption and
Dimension.
Item 502 – Manholes, Inlets and Catch A. Concrete
Basins Same tests as for Item 405, Class A.
B. Lids, Cast Iron Frames and Grating
Inspection Report
Item 503 - Cleaning and Reconditioning Inspection Report
Existing Drainage Structures
Item 504 – Riprap and Grouted Riprap Same tests as for Item 505
Item 505 – Stone Masonry A. Cement
Quantity: 2 bags/cu. m of concrete
Tests: For every 2,000 bags or fraction thereof
1-Q, Quality Tests
B. Fine Aggregate
Quantity: 0.17 cu. m/cu. m of concrete.
Tests: For every 2,000 bags or fraction thereof
1-Q, Quality Test - same as for Item 405.
For every 75 cu. m or fraction thereof/
C. Stone
Inspection Report
D. Water
Item 506 – Hand-Laid Rock Inspection Report
33
Embankment
Item 507 – Sheet Piles A. Concrete Sheet Piles
Same tests as for Item 404.
B. Steel Sheet Piles
Item 508 – Concrete Slope Protection A. Bed Course
B. Steel Reinforcement
C. Concrete
Item 509 – Gabions 1-Q, Quality Test for each shipment
PART H – MISCELLANEOUS
STRUCTURES
Item 600 – Curb and Gutter A. Concrete
Quantity:
0.078 cu. m/m (Curb only)
0.092 cu. m/m (Curb and Gutter, Type A)
0.149 cu. m/m (Curb and Gutter, Type B)
0.074 cu. m/m (Curb and Gutter, Type C)
B. Joint Filler
Item 601 - Sidewalk A. Concrete
Same tests as for Item 405, Class A.
B. Premolded Expansion Joint Filler
Item 602 – Monuments, Markers and A. Concrete
Guide Posts Same tests as for Item 405.
B. Reinforcing Steel
C. Paint
Item 604 - Fencing A. Barbed Wire, Chain Link Fabric
1-Q, Quality Test
B. Concrete Post
Steel Reinforcement: Same tests as for item 404.
Item 605 – Road Sign Inspection Report
Item 606 - Pavement Markings Inspection Report
Item 607 – Reflective Pavement Studs Inspection Report
Item 608 - Topsoil Inspection Report
Item 609 - Sprigging Inspection Report
34
Item 610 - Sodding Inspection Report
Item 611 – Tree Planting Inspection Report
PART I – MATERIAL DETAILS

Item 700 – Hydraulic Cement Same tests as for Item 405.
Item 701 – Construction Lime (Hydrated) 1-Q, Quality Test for every 100 tons or fraction thereof.
Item 702 – Bituminous Materials Same tests as for Items 301, 302, 303, 306, 307, 308,
309 and 310.
Item 703 – Aggregates Same tests as for Items of work specified in the Bill of
Quantities.
Item 703A–Mineral Filter Same tests as for Item 405.
Item 704 – Masonry Units 1-Q, Quality Test for every 10,000 units or fraction
thereof.
Item 705 – Joint Materials Same tests as for Items 311 and 500.
Item 706 – Concrete, Clay, Plastic and A. Concrete Pipes
Fiber Materials Same tests as for Item 500.
B. Clay and Other Types of Pipes
Refer to applicable requirements of AASHTO Tests and
Specifications.
Item 707 – Metal Pipe Same tests as for Item 400.
Item 708 – Chemical Admixtures for 1-Q, Quality Test for each shipment.
Concrete
Item 709 – Paints Same tests as for Item 411.
Item 710 – Reinforcing Steel and Wire A. Reinforcing Steel
Rope Same tests as for Item 404.
B. Wire Rope
Item 711 – Fence and Guardrail A. Fence
B. Guardrail
Item 712 – Structural Metal Same tests as for Items 403 and 409.
Item 713 – Water 1-Certificate from Project Engineer
35
BIDDING DOCUMENTS
PART IV: DRAFT CONCESSION AGREEMENT
[Hogan Lovells ("HL") work-in-progress draft mark-up dated

2401/0608/2011]
SNGLIB01/SINKS/97813.5 Hogan Lovells Lee & Lee

IFC - NAIA Expressway - TCA mark-up following 15 June 11 meeting-96745V6 and IFC - NAIA Expressway - TCA - DOF mark-up 290711 (clean
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CONCESSION AGREEMENT
NAIA EXPRESSWAY PROJECT
This Concession Agreement entered into this [] day of [month], [year], in [place of signing], by
and among:
The GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES, acting

through its DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS,
hereinafter referred to as the “DPWH,” with office address at DPWH Building,
Bonifacio Drive, Port Area, Manila, represented herein by its Secretary, [].
- and -
[], a corporation duly organized and existing under and by virtue of the laws of [],
with office address at [], represented herein by its duly authorized representative,
[], and hereinafter referred to as the “Concessionaire;”
(collectively, the “Parties”)
WITNESSETH, THAT:
WHEREAS, the DPWH, as the main agency of the Government of the Republic of the Philippines
mandated to develop national roads including expressways in the Philippines, has decided to
implement the NAIA Expressway Project in order to respond to the transport requirements of the
area;
WHEREAS, on [date], the DPWH obtained the approval of the Investment Coordination
Committee of the National Economic and Development Authority to develop and implement the
Project under a Build-Transfer-Operate contractual arrangement pursuant to Republic Act No.
6957, as amended, and its Implementing Rules and Regulations (the “BOT Law”);
WHEREAS, the Concessionaire has been formed by the winning bidder that was selected by the
DPWH to undertake the Project on the terms and conditions set forth in this Concession Agreement
as the result of a competitive public bidding process conducted by the DPWH under the applicable
provisions of the BOT LawBOT Law and the Concessionaire has duly acceded to undertake the
Project.
NOW THEREFORE, for and in consideration of these premises and the mutual commitments,
obligations and undertakings assumed and accepted hereunder, the Parties have agreed as follows:
SECTION 1.0 DEFINITIONS AND RULES OF INTERPRETATION
1.1 Definitions

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In this Concession Agreement, each of the following terms has the meaning stated below,
unless its context as used in this Concession Agreement clearly indicates otherwise:
“Additional Right of Way” means the land or land rights required for the Project that the
Concessionaire shall provide at its own cost, as provided in Section 8.2.
"Affiliate” means, a corporation or entity that, directly or indirectly, Controls the

Concessionaire or is associated with the Concessionaire under common ownership and
Control.
“Approved O&M Manuals” means the O&M Manuals as approved by the DPWH, as
provided in Section 12.3 (a).
“Asset Register” means the inventory initially prepared by the DPWH set out in Annex A
describing all of the assets comprising Phase I and their condition and capacity, as updated
by the Concessionaire to include a description of all assets comprising the NAIA
Expressway in accordance with Sections 10.10(h) and 12.4(d) and such other documents and
information as required in Section 4.5-e of the Minimum Performance Standards and
Specifications.
“Basic Right of Way” means the land or land rights required for the Project as set out in
Annex A of the Minimum Performance Standards and Specifications
“Bid” means the offer submitted by the Concessionaire during the public bidding conducted
by DPWH for the Project, consisting of the bid letter including the bid security,
qualification documents, Technical Proposal, and financial proposal.
"Bidding Process" means the public tender held in accordance with the BOT Law for the
award of the Project and this Concession Agreement.
“Blue Book” refers to the DPWH Standard Specifications for Public Works and Highways,
2004 Edition, Volume II (Highways, Bridges and Airports)
“BOT Law” means Republic Act No. 6957, as amended by Republic Act No.7718, and its
Implementing Rules and Regulations.
“Certificate of Final Completion” or “CFC” means the document issued by the DPWH
after the Independent Consultant certifies that all the conditions in Section 10.10 (c) have
been fulfilled.
“Certified DED” means the Detailed Engineering Design as certified by the Independent
Consultant pursuant to Section 11.5 (b)(i)
“Change in Law” means any repeal, amendment, modification, change, addition to,
deletion from, any applicable law, regulation, order, decision or judgment of any
Government Authority, or the enactment or issuance of any new law or regulation by any
Government Authority, in each case which (i) occurs after the Signing Date, (ii) the
Concessionaire is legally obliged to comply with, and (iii) the Concessionaire had no
knowledge of, or could not reasonably be expected to have had knowledge of, prior to the
date of this Concession Agreement.

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“Coercive Practice” means impairing or harming, or threatening to impair or harm, directly
or indirectly, or exercising undue influence upon any person or property to influence any
person’s participation or action in the Bidding Process or the implementation of the
Concession Agreement.
"Conceptual Engineering Design" means the conceptual engineering design relating to the
Project provided by the Concessionaire in its Technical Proposal, a copy of which is
attached as part of Annex E.
“Concessionaire” means the stock corporation which is a Party to this Concession

Agreement.
"Concessionaire Default" means any of the events of default for which the Concessionaire
is responsible as described in Section 17.2.
"Concessionaire Proposal" has the meaning given in Section 10.7.
“Concession Agreement” means this agreement, including its Annexes, as may be, from
time to time, amended, revised, modified or supplemented.
“Concession Period” has the meaning given in Section 4.0.
“Conflict of Interest” means an actual or potential conflict situation due to a member of the
board of directors, partner, officer, professional advisor, or agent of the Concessionaire or
any of the shareholders of the Concessionaire (as of the Signing Date) or any of their
Affiliates being related by consanguity or affinity up to the third civil degree to any
officially designated member of the SBAC (including the technical working group of the
SBAC and their advisers) or employee of DPWH involved in the Project.1
“Consent” means any permit, license, approval, concession, right, award, registration,
certification, waiver, exemption, or other authorization, including any amendments thereto,
that is required under the terms of or in connection with this Concession Agreement, [but
which, for the avoidance of doubt, shall exclude Consents required for the Basic Right of
Way and the Toll Operation Certificate.]1.
“Construction” means all aspects of construction work and activities relating to the Project,
as provided in Section 10.0.
“Construction Completion Deadline” means the date that is twenty four (24) months after
the issuance of the Notice to Proceed, as the same may be extended in accordance with the
"Construction Completion Report" means the report to be issued by the Concessionaire

pursuant to Section 10.10 (h) in the form contained in Annex [...]2 and containing the
1
NOTE: SHOULD THIS EXTEND TO OTHER GOVERNMENT AGENCIES WHO ARE
INFORMALLY/UNOFFICIALLY INVOLVED IN THE DEVELOPMENT AND AWARD OF THE PROJECT?
1
HL NOTE: DPWH/DOF TO CONFIRM THIS CARVE-OUT IS AGREEABLE.
2
HL NOTE: DOF''S "OUTSTANDING ISSUES" INTRODUCES THE CONSTRUCTION COMPLETION
REPORT AS A REQUIREMENT POST-CONSTRUCTION COMPLETION. DPWH/DOF TO PROVIDE A
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contents as may be reasonably required by the DPWH.
“Construction Contractor” means the entity engaged by the Concessionaire to undertake the
Construction for the Project.
“Construction Dispute” means any dispute over which the Construction Industry
Arbitration Commission (“CIAC”) has exclusive and original jurisdiction as provided by the
CIAC charter and by applicable decisions of the Supreme Court of the Philippines.
"Construction Long-stop Date" means the date that is five (5) months after the
Construction Completion Deadline.
“Construction Performance Security” means the security posted by the Concessionaire to

guarantee its faithful performance of its obligations from the Signing Date until the date that
is one (1) year after the date of the issuance of the Toll Operation Certificate, as provided in
Section 6.0.
“Construction Period” means the period from the date of issuance of the Notice to Proceed
until the date of issuance of the Certificate of Final Completion.
"Construction Schedule" means the schedule for Construction set out in the Certified DED.
“Contractor” means the entity engaged by the Concessionaire to undertake the Construction
for the Project.
"Control” means the power to direct or cause the direction of the management policies of a
body corporate whether through: (i) ownership of at least fifty one percent (51%) of the
outstanding voting shares or (ii) ownership of at least twenty percent (20%) of the
outstanding voting shares and possession of at least fifty one percent (51%) of the voting
rights through voting trust or other voting agreements.
“Corrupt Practice” means (a) any of the prohibited acts under Republic Act 3019 otherwise
known as the Anti-Graft and Corrupt Practices Act and section 7 of Republic Act 6713
including the offering, giving, receiving, or soliciting, directly or indirectly, of anything of
value to influence the actions of any person connected with the bidding process or the
implementation of the Concession Agreement; and/or (b) engaging or hiring in any manner
whatsoever any natural person in respect of any matter relating to the NAIA Expressway or
the Concession Agreement, who, at any time was a legal, financial or technical adviser or
employee of the DPWH in relation to or involved in any matter concerning the Project, save
where such person's engagement or employment by DPWH has been terminated for a period
of not less than one (1) year; for the avoidance of doubt, this excludes the institutions
engaged by DPWH as legal, financial or technical advisers, but includes the specific persons
handling the transaction in these institutions..
“Debt” means the aggregate of all outstanding amounts of all indebtedness and other
liabilities of any nature of the Concessionaire, including accrued interest, other charges, and
preferred shares (provided that such preferred shares rank above the common shares of stock
of the Concessionaire with regard to payment).
TEMPLATE CONSTRUCTION COMPLETION REPORT TO ANNEX TO THE AGREEMENT.

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“Defects Performance Security” means the security to be posted by the Concessionaire to
guarantee its faithful performance of its obligations contained in Section 19.0.
"Delay Interest" is defined in Section 13.3 (a).
“Design” means the preparation by the Concessionaire of the Detailed Engineering Design
in accordance with Section 9.0.
“Detailed Engineering Design” or “DED” means the detailed engineering design,

including plans, drawings, specifications, and design computations for Phase II and the
Phase I Adjustment Works, prepared by the Concessionaire in accordance with the
Concession Agreement including the Minimum Performance Standards and Specifications
and the Conceptual Engineering Design, as required to be submitted in Section 9.2.
“Dispute” is defined in Section 21.1.
“DPWH” means the Department of Public Works and Highways.
"DPWH Default" means any of the events of default for which the DPWH is responsible as
described in Section 17.3.
"DPWH Termination Payment" means the payment payable by DPWH to the

Concessionaire under Section 17.4 and calculated in accordance with Annex J.
“Equity” means the total nominalaudited book value of all of the common shares of stock of
the Concessionaire which are issued and outstanding3, plus current retained earnings of the
Concessionaire.
"Expressway Toll" means the feeamount of toll to be charged to theand collected from
users of Phase I and Phase II together, or Phase II only (as applicable), as authorized orthe
NAIA Expressway at the fixed toll rate specified in Section 13.1 for the appropriate vehicle
class for motorists travelling on the NAIA Expressway, save for those whose use of the
NAIA Expressway is covered by the Terminal 3 Toll, as adjusted in accordance with Section
13.0.
“Expressway Toll Rate” means the amount of Expressway Toll charged per vehicle type.
“Facility Operator” means the entity engaged by the Concessionaire in accordance with
Sections 12.2 to undertake the Operation and Maintenance of the NAIA Expressway.
“Financing Agreements” mean the agreements or instruments that make available or extend
loans, credit, notes, bonds, subordinated debt, letters of credit, credit security, swaps,
derivatives, hedging instruments, and other documents relating to the financing or
refinancing of the Project provided by any Lender, including any amendments, supplements,
3
IFC NOTE TO DPWH/DOF: SHOULD EQUITY ALSO INCLUDE RETAINED EARNINGS? EQUITY
REPRESENTS A RESIDUAL CLAIM AFTER LIABILITIES, WHICH SHOULD ACCRUE TO
SHAREHOLDERS, THUS SHOULD INCLUDE RETAINED EARNINGS. NOTE THAT IF A COMPANY IS
NOT PROFITABLE, RETAINED EARNINGS COULD BE NEGATIVE WHICH WILL THEN DEPRESS THE
TOTAL AMOUNT OF EQUITY AND LEAD TO A HIGHER GEARING RATIO - THIS WILL NOT BE
CAPTURED IF RETAINED EARNINGS ARE NOT INCLUDED IN THE DEFINITION OF "EQUITY".
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extensions, and renewals of that financing or refinancing, original copies of which shall be
certified and submitted by the Concessionaire to DPWH.
“Financial Closure” means the achievement of the requirements described in Section 7.2
(b).
"Force Majeure" or “Force Majeure Event” is defined in Section 15.0.
"Foregone Toll Income" or "FTI" is defined in Section 13.3.
“Fraudulent Practice” any hoax, delusion, falsification, scheme, artifice, dishonesty,

trickery, deceit, cheating and the like, especially when involving misrepresentation,
omission, concealment, suppression, non-disclosure or disclosure of incomplete facts,
whether in fact or equity, in order to influence the bidding process or implementation of the
“Government Authority” means any national or local agency, instrumentality, body,

official, employee or agent of the Republic of the Philippines exercising executive,
legislative, judicial, or administrative powers and having jurisdiction or authority over the
matter in question.
“Government Financial Support” or “GFS” means the funds provided by the DPWH to
finance part of the costs for Construction of the NAIA Expressway, as provided in Section
7.4.
“Incident” means any event that causes a delay in Construction, not due to the fault or
negligence of the Concessionaire or any subcontractor(s), as enumerated in Section 10.8 (b).
“Independent Consultant” means the person or firm appointed by the Parties to provide
independent advice to the Parties for the Design and Construction of the Phase I Adjustment
Works and Phase II, as provided in Section 11.0.
“Independent Consultant Contract” means the contract of appointment of the Independent

Consultant by the DPWH and the Concessionaire.
“Independent Expert” means the person to whom Disputes involving Termination Payment
are referred, as provided in Section [21.321.2].
“Inspection Reports” means the reports prepared by the Concessionaire after it conducts its
periodic inspection of the NAIA Expressway to determine its condition during the Operation
Period, as provided in Section 12.4 (b).
“Instructions to Bidders” refers to the instructions to bidders issued by the DPWH during
the Bidding Process including any supplemental notices and bid bulletins issued by the
SBAC.
“Key Performance Indicator” refers to the standards or requirements for major aspects of
the Operation and Maintenance of the NAIA Expressway, as defined in Section 4.10 of the
Minimum Performance Standards and Specifications.

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"Lead Member" means the shareholder of the Concessionaire identified in Annex K as the
lead member.
“Lender(s)” means any person(s), providing loans or other financing or refinancing to the
Concessionaire under the Financing Agreements, including its successors, assignees, agents
and trustees, but not including the shareholders of the Concessionaire and their affiliates.
“Leverage Ratio” means Debt / (Debt + Equity) x 100, expressed as a percentage.
“Liquidated Damages” is defined in Section 10.11 (a).
“Maintenance” means the day-to-day upkeep and repair of the NAIA Expressway,
necessary or required for its safe and proper operation, including the provision of labor,
materials, equipment, and supervision, in accordance with Section 12.0.
“Material Adverse Government Action” is defined in Section 16.1.
“Milestones” means specific key events in the implementation of the Concession Agreement
as enumerated in Section 5.0.
“Minimum Performance Standards and Specifications” mean the minimum performance

or functional standards and specifications that the Concessionaire must comply with in
undertaking the Design, Construction, Operation and Maintenance of the Project, as
provided in Annex B.
"Monthly Report on Operation and Maintenance" means the report in the format set out in
Annex I to be issued by the Concessionaire to the DPWH in relation to the Operation and
Maintenance in each relevant month as further provided in Section 12.4 (c).
“NAIA Expressway” means Phase I and Phase II.
“Notice to Proceed” means the notice issued by the DPWH to the Concessionaire
authorizing the commencement of the Construction, as provided in Section 10.3.
"Notice of Default" means a written notice of default issued by a non-defaulting Party to a

defaulting Party in accordance with Section 17.0.
"Notice of Termination" means a written notice issued by a Party to the other Party
terminating the Concession Agreement as of the date stated therein (without prejudice to the
rights of the Lenders to appoint a Substitute Concessionaire in accordance with Section
17.2(e)).
"O&M Experience Requirements" means the level of experience and expertise required for
the Operation and Maintenance of the Project as specified in Section [...]43 of the Instructions
to Bidders.
"O&M Liquidated Damages" is defined in Section 12.3 (d).
43
TO BE INSERTED ON FINALISATION OF ITB.
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“O&M Manuals” mean the manuals detailing the standards, guidelines, procedures and
requirements of the DPWH in respect of the Operation and Maintenance of the NAIA
Expressway that shall be prepared and submitted by the Concessionaire in accordance with
Section 12.310.4 (ae).
“O&M Performance Security” means the security posted by the Concessionaire in favour of
the DPWH to guarantee the faithful performance of its obligations pursuant to the
Concession Agreement during the Operation Period, as required in Section 12.5.
“Operation” means the day-to-day administration and management of the NAIA

Expressway for its use by motorists, including the collection of Tolls from users of the
NAIA Expressway and the utilization of necessary manpower, equipment and materials, in
accordance with Section 12.0.
“Operation Period” means the period from the date of issuance of the Toll Operation
Certificate until the end of the Concession Period or the termination of the Concession
Agreement, whichever comes earlier.
“Party” or “Parties” means the Concessionaire and/or the DPWH, individually or

collectively, as may be applicable.
“Permitted Debt-to-EquityLeverage Ratio” is defined in Section 7.1.
“Phase I” means all the physical attributes of civil, mechanical, structural and architectural
works in the first phase of the NAIA Expressway constructed by the government, consisting
of a 0.60.7 kilometer six-lane viaduct from the Metro Manila Skyway along Sales
StreetRoad to NAIA Terminal 3, an interchange at the junction with the Skyway, ramps with
a total length of 2.0 kmsramps, toll plazasbooths, and toll equipment. The assets comprising
Phase I as of the Signing Date are described more particularly in the Asset Register.
“Phase I Adjustment Works” means correctivethe adjustment works on Phase I to be

undertaken by the Concessionaire in accordance with the this Concession Agreement
including the original plans and specifications for Phase I which are set out inCertified DED
and Annex C of the Minimum Performance Standards and Specifications.
“Phase II” means all physical attributes of the civil, mechanical, structural and architectural
works in the second phase of the NAIA Expressway to be constructed by the Concessionaire
pursuant to and in accordance with this Concession Agreement, including construction the
Certified DED and the Minimum Performance Standards and Specifications and consisting
of:
(a) 4.6 km of 4-lane viaduct from NAIA Terminal 3 to Roxas Boulevard, over
the existing roads of Sales AvenueRoad, Andrews Avenue, Domestic
Airport Road and MIANAIA Road;
(b) on and off ramps at strategic locations;
(c) toll plazas; and
(d) toll operating equipment.

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“Project” is defined in Section 3.0.
"Project Dispute Resolution Board" means the dispute board resolution board composed of
such members as are appointed in accordance with Section 21.221.1(c) to resolve the
disputes and disagreements described in Section 21.221.1(b).
[“Prudent Industry Practice”]54 means applying, in relation to the manner in which the
construction obligations and the performance of services are rendered under this Concession
Agreement, the standards, practices, methods and procedures conforming to all laws and
regulations, and exercising that degree of skill, care, diligence, prudence and foresight that
would reasonably and ordinarily be expected from a skilled and experienced person engaged
in a similar type of undertaking under similar circumstances, including taking reasonable
steps to ensure that:
(a) adequate materials, resources, and supplies are available to meet the facilities’
needs under normal conditions and reasonably anticipated abnormal
conditions;
(b) sufficient and duly licensed operating personnel (i) are available, (ii) are
adequately experienced and trained to operate the facilities properly and
efficiently, and (iii) are capable of responding to abnormal conditions;
(c) preventive, routine, and non-routine maintenance and repairs (i) are
performed on a basis that ensures reliable long-term and safe operation and
(ii) are performed by knowledgeable, trained, and experienced personnel who
are duly licensed and are using proper equipment, tools, and procedures;
(d) appropriate monitoring and testing is done to ensure that the facility is
functioning as designed and to provide assurance that infrastructure and
equipment will function properly under both normal and abnormal conditions;
and
(e) equipment is operated in a manner safe to workers, the general public, and the
environment.
"Quarterly Report on Construction" means the report on Construction referred to in Section

10.4(d) and in the form contained in Annex G.
5
HL NOTE: TECHNICAL CONSULTANT PROPOSED REQUIRING THE CONCESSIONAIRE TO OPERATE
ISO 9001 OR EQUIVALENT MANAGEMENT SYSTEMS. DOES DPWH/DOF WANT TO INCLUDE SUCH
A REQUIREMENT, EITHER AS A SEPARATE CLAUSE OR PERHAPS IN THIS DEFINITION WHICH
LINKS TO SECTIONS 10.4(e) AND 12.3(f) ON THE CONCESSIONAIRE'S CONSTRUCTION AND O&M
4
OBLIGATIONS? REQUIRING ISO CERTIFICATION RAISES THE PROJECT TO INTERNATIONAL
STANDARDS AND MORE EXPLICITLY DEFINES THE STANDARD TO WHICH CONSTRUCTION AND
O&M OBLIGATIONS ARE DELIVERED. IT IS NOTED THAT THE ITPB REQUIRES THE
CONSTRUCTION CONTRACTOR TO BE ISO CERTIFIED. LF CAN DISCUSS ISO CERTIFICATIONS
WITH DOF/DPWH.
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“Restrictive Practice” means any act, scheme, plan or agreement such as forming a group,
clique, cartel, trust, syndicate, combine, pool and the like or arriving at any understanding or
arrangement among bidders with the objective of restricting, subverting or manipulating a
full and fair competition in the bidding process.
"SBAC” means the "Special Bids and Awards Committee" for Public-Private Partnership
Projects of the DPWH constituted under Special Order No. 68, dated 28 March 2011,
pursuant to the BOT Law.
“Signing Date” means the date of the signing of this Concession Agreement.
“Subcontractor” means the person or entity engaged by the Construction Contractor or

Facility Operator to undertake a part, but not the whole, of the Construction or the Operation
and Maintenance of the NAIA Expressway.
"Substitute Concessionaire" means the entity nominated by the Lenders to take over the
rights and obligations of the Concessionaire under this Concession Agreement in accordance
with Section 17.2(e), who satisfies the conditions set out at Section 17.2(e)(ii).
“Technical Proposal” means the documents submitted by the Concessionaire as part of its
bid, in compliance with Section [4.5]6 of the Instructions to Biddersduring the Bidding
Process, as set out in Annex E.
"Terminal 3 Toll" means the feeamount of toll to be charged to theand collected from users
of Phase I only as authorized or the NAIA Expressway at the fixed toll rate specified in
Section 13.1 for the appropriate vehicle class for motorists travelling on the NAIA
Expressway between the Skyway and NAIA Terminal 3, and more particularly (a) from the
existing "Toll Plaza A" to "Off-Ramp No. 11", and (b) from "On-Ramp No. 1" to "Toll Plaza
A", as shown in Figure 1 and Section 2.3-o(2) of the Minimum Performance Standards and
Specifications, as adjusted in accordance with Section 13.0.
“Terminal 3 Toll Rate” means the amount of Terminal 3 Toll charged per vehicle type.
"Termination Date" means the date on which the Concession Agreement is terminated in
“Tests” mean the tests which the Concessionaire is required to conduct on the Construction,
as provided in Sections 10.9 and 10.10.
“Toll” means the Terminal 3 Toll and/or the Expressway Toll as the context may require.
"Toll Equivalent Unit" has the meaning given in Section 4.10 of the Minimummeans the
unit of measure used to define the monetary amount that may be imposed by DPWH for
breach of a Key Performance Standards and SpecificationsIndicator.
“Toll Rate” means the Terminal 3 Toll Rate and/or the Expressway Toll Rate as the
context may require.
6
TO BE CONFIRMED ON FINALISATION OF ITB.
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“Toll Rate Adjustments” is defined in Section 13.2.
“Toll Operation Certificate” means the certificate issued by the TRB to the Concessionaire
or, as applicable, to the entity designated by the Concessionaire as the Facility Operator,
authorizing the operation of the NAIA Expressway as a public utility, including the
collection of Tolls.
“TRB” means the Toll Regulatory Board, an agency attached to the Department of
Transportation and Communications.
“Undesirable Practice” means any other act, event or condition not otherwise considered as
Corrupt, Fraudulent, Coercive, Restrictive or a Conflict of Interest but reasonably
considered as wrongful, unethical or improper in public contract bidding, such as
establishing contact with any person connected with or employed or engaged by the DPWH
with the objective of canvassing, lobbying or in any manner influencing or attempting to
influence the bidding process, the evaluation of bids, or the implementation of the
“Variation” means a change in the Minimum Performance Standards and Specifications for
Design or Construction or the scope of the Project which, in the opinion of the DPWH, is
necessary to comply with a Change in Law occurring during the Construction Period or to
ensure the safety of the general public or the Project, and which does not arise from the
breach, fault or negligence of the Concessionaire.
"Works Completion Status Statement" means a statement to be provided by the

Concessionaire that the relevant percentage of Construction works contained in the table at
Section 7.4 (b) have been completed by the Concessionaire.
"Works in Progress" means (at the date of issuance of a Notice of Termination pursuant to
Section 17.2(e)) the permanent and temporary works including materials, goods, plant and
equipment (other than constructional plant and equipment belonging to or which is the
responsibility of the Concessionaire or the Concessionaire’s sub-contractors or the Facility
Operator or the Facility Operator’s sub-contractors) for incorporation in the Construction
works.
1.2 Rules of Interpretation
In this Concession Agreement, unless the context otherwise requires:
(a) “Include,” “includes,” and “including” are deemed to be followed by “without

limitation” or “but not limited to,” whether or not actually followed by such words or
words of like import.
(b) References to any document or agreement shall be deemed to include references to

such document or agreement as amended, supplemented, novated, varied or replaced
from time to time.
(c) References to a person include his successors and permitted assigns.
(d) References to any gender include all genders, and references to the singular include
the plural, and vice versa.
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(e) References to Sections and Annexes are references to Sections and Annexes of this
(f) References to Annexes are references to Annexes of this Concession Agreement,

including any annexes to the Annexes.
(g) (f) Annexes are integral parts of this Concession Agreement.
(h) (g) Headings are for convenience only and shall not affect the interpretation or
construction of any provision of this Concession Agreement.
(i) (h) References to a “day” refers to a calendar day; reference to a "month" refers to
calendar month, and a "year" as a period of time commencing on a particular date
and ending on the day before the anniversary of such date
(j) (i) References to “Phase I Adjustment Works” and “Phase II” include such works in
progress as may be completed by the Concessionaire in the corresponding segment
of the NAIA Expressway during the Construction Period.
(k) (j) References to the Concessionaire in respect of its obligations and responsibilities
in the Operation of the Project shall be construed as a requirement on the
Concessionaire to procure its Facility Operator carry out the relevant operational
obligations, if one has been appointed by the Concessionaire. Where a Facility
Operator has been duly designated, it is understood that the Parties intend to fully
comply with the requirement of Art. XII, Section 11 of the Constitution of the
Republic of the Philippines and the Parties shall avoid and reject any interpretation
of this Concession Agreement that would result in the violation thereof. In case of
ambiguity, the Parties shall meet and agree on an interpretation consistent with the
Constitution and the intent of this Concession Agreement. For the avoidance of
doubt, notwithstanding the appointment of a Facility Operator, the Concessionaire
shall remain responsible and liable to DPWH, in all cases, as provided in Section
12.2 (e). Likewise, for the avoidance of doubt, the Facility Operator and any
Subcontractor shall in no case have any direct recourse or action against DPWH
under this Concession Agreement except through the Concessionaire. For the latter
purpose, the Concessionaire shall hold DPWH free and harmless against any such
direct recourse by the Facility Operator or any Subcontractor.
SECTION 2.0 DOCUMENTS COMPRISING THE CONCESSION AGREEMENT
The following documents hereby comprise, and shall be read and construed as integral parts
of, this Concession Agreement:
(a) this Concession Agreement and
(b) all of its Annexes, namely –
Annex A: Asset Register
Annex B: Minimum Performance Standards and Specifications

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Annex C: TRB Board Resolution Providing for the Process and Requirements
for the Application and Issuance of a Toll Operation Certificate and
Toll Rate Adjustments
Annex D: Copy of Construction Performance Security
Annex E: Technical Proposal
Annex F: Designated Construction Contractor, and Entity which Fulfills the

O&M Experience Requirements.
Annex H: Form of Quarterly Report on Construction
Annex H: Concessionaire’s Estimated Project Cost
Annex I: Form of Monthly Report on Operation and Maintenance
Annex J: Termination Payments
Annex K: Shareholders of Concessionaire
SECTION 3.0 PROJECT DESCRIPTION
The Project shall consist of all aspects and activities pursuant to, in pursuance of, in relation
to and/or in anticipation of the following:
The Project consists of:
(a) The financing, Design and Construction of:
(i) (a) Finance, Design and Construction by the Concessionaire of the Phase I
Adjustment Works and
(ii) Phase II;
(b) The Operation and Maintenance by the Concessionaire of the NAIA Expressway as
a toll facility.
SECTION 4.0 CONCESSION PERIOD
The Concession Period shall commence on the date of issuance of the Notice to Proceed and
shall end on the date that is 35 years thereafter, unless otherwise extended in accordance
with this Concession Agreement. Notwithstanding any other term of this Concession
Agreement, the Parties acknowledge and agree that the Concession Period shall in no event
be extended beyond the date that is fifty (50) years after the date of issuance of the Notice to
Proceed.
SECTION 5.0 MILESTONES

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The Parties shall cooperate, coordinate and work together to achieve the timely completion
of the Project in accordance with the following Milestones (as may adjusted in accordance
with Section 10.8):
Section Milestone Responsibility Deadline

Reference
8.1 Delivery of Basic Right of Way, DPWH Twelve (12) months after
as certified by the Independent Signing Date
Consultant
9.2(c) Delivery of the Certified Concessionaire Twelve (12) months after
DED Signing Date
7.2 Financial Closure Concessionaire Three (3) months after
issuance of Notice to
Proceed

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Section Milestone Responsibility Deadline
Reference
8.1 Delivery of Basic Right of Way, DPWH Twelve (12) months
as certified by the Independent after Signing Date
Consultant
9.2(c) Delivery of the Certified Concessionaire Twelve (12) months after
DED Signing Date
7.2 Financial Closure Concessionaire Three (3) months after
delivery of Basic Right of
Way
10.3(b) Issuance of Notice to Proceed DPWH Five (5) days after
the later of delivery
of Basic Right of
Way (as certified by
the Independent
Consultant) and
delivery of the
Certified DED
12.310.4(ae) Submission of O&M Manuals Concessionaire Eighteen (18)
months after
Proceed
10.3(c) Construction Completion Concessionaire Twenty-four (24)
Deadline months after
Proceed, or as may
be otherwise
extended in
accordance with
Section 10.8
12.5(a) Delivery of O&M Performance Concessionaire On or before the
Security date that is two (2)
days after
Concessionaire’s
receipt of the
Independent
Consultant’s notice
that the conditions of
Section 10.10 (c)
have been satisfied.
10.10(f) Issuance of Certificate of Final DPWH Seven (7) days after
Completion receipt of the
Independent
Consultant’s notice
pursuant to Section
10.10 (e) and
delivery of the O&M
Performance
Security

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12.3(b) Application with TRB and Concessionaire Seven (7) days after
submission of all requirements for issuance of Certificate of
Toll Operation Certificate Final Completion
12.3(b) Issuance of Toll Operation TRB Ten (10) days after
Certificate DPWH submission to TRB of
application and all
requirements for
issuance of Toll
Operation Certificate
12.3(c) Start of Operation Period Concessionaire Immediately upon
issuance of Toll
Operation Certificate
19.1(a) Turnover of NAIA Expressway Concessionaire At the end of Concession
to DPWH Period

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19.1(a) Turnover of NAIA Expressway Concessionaire At the end of Concession
to DPWH Period
SECTION 6.0 CONSTRUCTION PERFORMANCE SECURITY
(a) The Construction Performance Security shall secure the faithful performance by the
Concessionaire of its obligations under this Concession Agreement from Signing
Date until one (1) year after the issuance of the Toll Operation Certificate.
(b) The Concessionaire shall ensure that the Construction Performance Security in the
amount of Three Hundred and Forty Two Million Pesos (PhP342,000,000) is at all
times in full force and effect on and from the Signing Date until one (1) year after
issuance of the Toll Operation Certificate. If for any reason, the Construction
Performance Security is set to expire before the date that is one year after the
issuance of the Toll Operation Certificate, the Concessionaire shall deliver to the
DPWH a new standby letter of credit in the required amount issued by a universal
bank or commercial bank licensed by the Bangko Sentral ng Pilipinas5 and in a form
which is acceptable to the DPWH no later than fifteen (15) days prior to the expiry
of the existing Construction Performance Security. The replacement Construction
Performance Security shall be effective from the day after the expiration date of the
previous Construction Performance Security.
(c) If any amounts are drawn from the Construction Performance Security by the
DPWH, the Concessionaire shall, on or before the date that is ten (10) days after the
date of drawing, deliver an additional standby letter of credit issued by a universal
bank or commercial bank licensed by the Bangko Sentral ng Pilipinas6 and in a form
acceptable to the DPWH and in an amount equivalent to the amount drawn by the
DPWH, such that the amount of the Construction Performance Security should not
fall below Three Hundred and Forty Two Million Pesos (PhP342,000,000) for a
period longer than ten (10) days.
(d) Without limiting the coverage of the Construction Performance Security as provided
in Section 6.0 (a), the DPWH shall have the right to draw upon or forfeit the
Construction Performance Security:
(i) for Liquidated Damages in the event that that Construction is not
completed on or before the Construction Completion Deadline,
including any extensions permitted under this Concession Agreement,
as provided in Section 10.8;
(ii) for defects in or damages to the Phase I Adjustment Works and/or

Phase II for a period of one (1) year after the issuance of the Toll
Operation Certificate.
5
WE HAVE PROPOSED TO REMOVE THE WORDING RELATING TO DPWH'S ACCEPTANCE OF THE
ISSUING BANK ON THE BASIS THAT (I) BSP'S LICENSING OF THE ISSUING BANK SHOULD
PROVIDE SUFFICIENT PROTECTION TO DPWH, AND (II) BIDDERS WILL LIKELY REQUIRE AN
EXPLANATION OF DPWH'S CRITERIA FOR DETERMINING THE "ACCEPTABILITY" OF THE ISSUING
BANK OVER AND ABOVE BSP'S CRITERIA.
6
SAME COMMENT AS ABOVE.
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(iii) for any Concessionaire Default as described in Sections 17.2 (a), 17.2
(b), 17.2 (dc) (iiv), and 17.2 (d)(viiii), 17.2 (d) (vi) to (xviiixix) upon
issuance by the DPWH of the Notice of Default described in Section
17.2 (e)(i).
(iv) for the costs of procuring and maintaining any insurances which the
Concessionaire has failed to procure and maintain in accordance with
Section 14.1 (a), in the event the Concessionaire has failed to
reimburse such costs to the DPWH in accordance with Section 14.1
(e).
(e) The DPWH shall release the Construction Performance Security on the date that is
one (1) year after the issuance of the Toll Operation Certificate.
(f) The Parties acknowledge that the right of the DPWH to call upon the Construction
Performance Security in accordance with Section 6.0(d) shall not be exclusive of
any other rights or remedies provided by applicable law or otherwise.
SECTION 7.0 FINANCING
7.1.Permitted Debt-EquityLeverage Ratio
The Concessionaire shall at all times during the Concession Period maintain a Debt-
EquityLeverage Ratio not exceeding 80:20% (the "Permitted Leverage Ratio").
7.2.Financial Closure
(a) The Concessionaire shall achieve Financial Closure not later than three (3) months
after certification by the Independent Consultant of delivery of the Basic Right of
Way by the DPWH in accordance with Section 8.1 (b)the issuance of the Notice to
Proceed.
(b) As evidence of Financial Closure, the Concessionaire shall submit to the DPWH the
following documents:
(i) a certificate, in a form and substance reasonably satisfactory to the DPWH,

issued and addressed by the Lenders to the DPWH confirming that the
Financing Agreements are in full force and effect; and
(ii) a certificate, in a form and substance reasonably satisfactory to the DPWH,

issued and addressed by the Concessionaire to the DPWH, confirming that
(1) its paid-in capital is no less than [] Pesos (PhP[]) 7and (2) the total
amount of its paid-in capital and Financing Agreements is no less than the
Concessionaire’s estimated project costs set out in Annex H.
7
SUGGEST THAT IT SHOULD BE 20% OF THE PROJECT COST (LESS GFS) AS PER THE WINNING
BIDDER'S FINANCIAL PROPOSAL TO BE FILLED IN AFTER THE BID.
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(iii) an original copy of all of the Concessionaire’s Financing Agreements which
have been duly authorized and validly executed and which are in full force
and effect; and
(iv) an original copy of the shareholders’ agreement and the equity subscription
agreements of the Concessionaire’s shareholders evidencing Equity and
shareholding arrangements which have been duly authorized and validly
executed and which are in full force and effect, and in respect of which all
conditions precedent required under them have been fully satisfied.
7.3.Project-Related Costs
The DPWH shall bear the following costs:
(a) Government Financial Support of [•] Pesos (PhP[•]), as provided in Section 7.4;
(b) cost of the Basic Right of Way, including the activities described in Section 8.1 (b);
and
(c) one-half of the costs for the Independent Consultant, as provided in Section 11.0.
Unless expressly stated elsewhere in this Concession Agreement, the Concessionaire shall
be responsible for all other costs, losses and expenses arising as a result the exercise of its
rights and the performance of its obligations under this Concession Agreement.
7.4.Government Financial Support
(a) The DPWH shall provide Government Financial Support for the Project in the
amount of [amount to be filled in after the bid- it will be the amount of the Winning
Bidder’s Bid Amount]] Pesos (PhP[]) which shall be used exclusively by the
Concessionaire to finance part of the costs for Construction.
(b) The DPWH shall release the Government Financial Support to the Concessionaire on
or before the date that is thirty (30) days after its receipt of Concessionaire’s Works
Completion Status Statement as certified by the Independent Consultant, in
accordance with the following terms and conditions:
Tranche Amount to be Released Percentage value of Construction work carried

out based on the Construction Schedule
1st PhP [] Upon completion of 30% of Construction as
(30% of GFS) certified by the Independent Consultant
2nd PhP[] Upon completion of 70% of Construction as
(40% of GFS) certified by the Independent Consultant
3rd PhP[] Upon the issuance of the Certificate of Final
(30% of GFS) Completion
SECTION 8.0 RIGHT-OF-WAY
8.1. Basic Right of Way

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(a) The DPWH shall be responsible for obtaining the Basic Right of Way necessary for
the Project.
(b) The Basic Right of Way shall be made available by the DPWH to the
Concessionaire on or before the date that is twelve (12) months after the Signing
Date, free and clear from mortgages, pledges, liens, security interests, option
agreements, claims, charges, or encumbrances of any kind, occupants (including
informal settlers), and other structures, but excluding utilities (the relocation of
which shall be conducted in accordance with Section 8.1 (d) below), so as to ensure
that the Concessionaire can carry out the Project and perform all of its obligations
under this Concession Agreement. Delivery of the Basic Right of Way in this
manner shall be effective upon certification by the Independent Consultant as further
referred to in Section 11.5(b)(ii)(2). In the event there is any current or pending
adverse litigation with respect to the Basic Right of Way upon its delivery to the
Concessionaire, the Independent Consultant shall be entitled to certify that the Basic
Right of Way is delivered by the DPWH free and clear if the DPWH obtains a
permit to enter, writ of possession, injunction or mandatory order allowing the
DPWH and the Concessionaire to possess and occupy the Basic Right of Way for
the purpose of commencing Construction and implementing this Concession
Agreement, or when there is no legal or physical impediment for the Concessionaire
to do so, provided that the DPWH shall keep the Concessionaire free and harmless
from any suit or disturbance in the performance of its obligations under the
Concession Agreement and to eliminate or resolve all litigated adverse claims.
(c) The Basic Right of Way shall be made available by the DPWH to the
Concessionaire at no cost to the Concessionaire.
(d) Following delivery of the Basic Right of Way, as certified by Independent

Consultant, the DPWH shall ensure that any necessary relocation of utilities shall be
undertaken in a manner consistent with the Construction Schedule. The
Concessionaire shall use its best endeavours to assist the DPWH as necessary in
coordinating the relocation of utilities with its Construction Schedule. Any delay to
the Construction in accordance with the Construction Schedule directly and solely
arising from a failure or delay in the relocation of utilities by the DPWH (that is not
attributable to any failure by the Concessionaire to coordinate its Construction
Schedule with such relocation) shall, if so certified by the Independent Consultant,
be deemed to be an Incident for the purposes of Section 10.8.
(e) If the DPWH fails to deliver to the Concessionaire the Basic Right of Way, as
certified by the Independent Consultant, on or before the date that is twelve (12)
months after the Signing Date, and the Concessionaire has delivered the Certified
DED on or before the date that is twelve (12) months after the Signing Date, the
DPWH or Concessionaire shall have the right to terminate this Concession
Agreement8 and in such circumstances the Concessionaire shall be entitled to
8
DOF/DPWH MAY WANT TO CONSIDER SIMPLY INCLUDING A 4 MONTH CURING PERIOD FOR
DPWH TO DELIVER THE ROW. FURTHER, IT WOULD BE DIFFICULT TO DETERMINE WHAT
WOULD BE A REASONABLE RATE TO COVER LOSSES (PRINCIPLE OF LDs). MAYBE WE CAN JUST
PUT IN A PROVISION THAT ALLOWS PARTIES TO DISCUSS ON HOW TO PROCEED AND AGREE ON
RELIEF TO BE APPLIED BY END OF CURING PERIOD CONCESSIONAIRE STILL OPTS TO CONTINUE.
RELIEF COULD POTENTIALLY BE BASED ON (I) THE WINNING BIDDER'S PROJECTED REVENUES
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reimbursement for its actual costs directly and reasonably incurred in relation to the
Project at the date of termination, subject to an overall monetary cap of [...One
Hundred and Thirty Six Millions Pesos (PhP136,000,000)]79.
8.2. Additional Right of Way
The Concessionaire shall be responsible for and bear the cost of acquiring any Additional
Right of Way which it needs for the Project and is not included in the Basic Right of Way.
The DPWH shall use all reasonable endeavours to exercise its power of eminent domain in
the Concessionaire’s acquisition of such Additional Right of Way, provided that:
(a) the Concessionaire has given to the DPWH not less than fifteen (15) days' notice of
its request;
(b) such Additional Right of Way is necessary for the Project and there are no feasible
alternatives which do not require the use of the DPWH’s powers of eminent domain;
(c) the Concessionaire has undertaken, in form and substance satisfactory to the DPWH,
to pay any and all of the DPWH’s costs in the exercise of its powers of eminent
domain for the acquisition of the Additional Right of Way
(d) the DPWH shall own any Additional Right of Way so acquired;
(e) the Concessionaire shall be entitled to the exclusive use and access to such
Additional Right of Way in the period beginning on the date the DPWH becomes
legally entitled to enter the land and ending upon the termination of the Concession
Agreement or the expiry of the Concession Period, whichever comes first;
(f) the DPWH does not make any undertaking, representation, or warranty that the
institution of expropriation proceedings will result in a favorable judgment or
outcome and the Concessionaire acknowledges that there is no legal certainty as to
how a court may consider and rule upon the right of the DPWH to take possession of
the Additional Right of Way, the possible defenses or objections that owners of the
Additional Right of Way may raise, and the amount of just compensation for the
property so taken; and
(g) notwithstanding the DPWH’s exercise of any right of eminent domain and the
institution and pendency of any expropriation proceedings for the Additional Right
of Way, the Concessionaire shall not be relieved from its obligations under this
Concession Agreement and shall still be held to be responsible for any breach, delay
AS PER THE FINANCIAL MODEL (ALTHOUGH THIS RISKS INFLATED PROJECTIONS), (II) USE THE
JICA PROJECTIONS, OR (III) USE THE NPV OF PROJECTED FREE CASHFLOWS, DISCOUNTED AT
THE WACC BASED ON FINANCING COSTS AND INVESTOR'S COST OF EQUITY AS PER THEIR
FINANCIAL MODEL.
7 9
HL NOTE: DPWH/DOF TO ADVISE THE AMOUNT TO BE INSERTED HERE. THIS FIGURE
REPRESENTS 2% OF THE PROJECTED EFFECTIVE COST TO THE CONCESSIONAIRE (I.E., TOTAL
PROJECT COST, LESS GFS, LESS ROW, LESS 50% IC COSTS, LESS IDC). THE CAP SHOULD BE SET SO
AS TO AVOID A GOVERNMENT "INCENTIVE" TO TERMINATE IF ROW BECOMES DIFFICULT, AND
SHOULD COMPENSATE THE CONCESSIONAIRE'S REASONABLE COSTS INCURRED TO DATE, BUT
SHOULD ALSO NOT BE AN AMOUNT THAT WOULD BE A "BONUS" FOR THE CONCESSIONAIRE.
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or a failure to meet any required Milestone or other requirement of this Concession
Agreement.
SECTION 9.0 DESIGN
9.1. Standards and Specifications for Design
(a) The Detailed Engineering Design must conform to the Minimum Performance
Standards and Specifications and the Concessionaire’s Conceptual Engineering Design.
(b) [The Concessionaire shall follow the minimum configuration for Phase II, including the
alignment and location of the main expressway, ramps and toll plazas, as provided in
Section 1.1 of the Minimum Performance Standards and Specifications]8.
9.2. Obligations for Design
(a) The Concessionaire shall prepare the DED in conformity with the requirements of
the Concession Agreement and submit it to the DPWH and the Independent
Consultant not later than [nineten (910)]910 months after the Signing Date.
[(b)The Independent Consultant shall review the DED submitted by the Concessionaire
and, on or before the date that is thirtyfifteen (3015) days after delivery of the DED
pursuant to Section 9.2(a) above, the DPWH may provide comments to the
Independent Consultant if, in its reasonable opinion, the DED or any part of it does
not conform toits submission, either certify its conformity with the requirements of
the Concession Agreement including the Minimum Performance Standards and
Specifications and the Conceptual Engineering Design.or notify the Concessionaire
and the DPWH that the submitted DED does not conform with these requirements,
citing the specific aspects that require revision. During the Independent
Consultant’s review of the DED, the DPWH may provide its comments on the DED
to the Independent Consultant, and, under the Independent Consultant Contract, the
Independent Consultant shall be required to consider such comments.]10
The Concessionaire shall, on or before the date that is thirty
(b30) If the Independent Consultant concludes that the days after any notification that the
submitted DED, or any part of it, does not conform with the requirements of thisthe
Concession Agreement, the Concessionaire shall prepare and submit a revised DED.
Upon such submission of a revised DED, the Independent Consultant shall review
the revised DED submitted by the Concessionaire and, on or before the date that is
fifteen (15) days after receipt of the Independent Consultant's notice of rejectionof
its submission, either certify its conformity with the requirements of the Concession
Agreement or notify the Concessionaire and the DPWH that the revised DED does
8
HL NOTE TO DPWH/DOF: SHOULD THERE BE SOME REFERENCE TO THE PHASE I ADJUSTMENT
WORKS HERE? IS THERE ANY PARTICULAR REQUIREMENT TO KEEP THIS CLAUSE?
9 10
HL NOTE: TIME PERIOD TO BE CONFIRMED. POSSIBLY SUBJECT TO CHANGE DEPENDING ON
WHETHER DPWH/DOF WISH TO INCLUDE TH E PROVISION BELOW BY DPWH PLEASE.
10
HL NOTE TO DPWH/DOF: WE HAVE INSERTED THIS AS WE ASSUME DPWH WILL WANT THE
ABILITY TO COMMENT ON THE DED TO THE IC, EVEN THOUGH THE IC ULTIMATELY CERTIFIES
THE DED ITSELF. IF DPWH DOES REQUIRE AN ABILITY TO COMMENT ON THE DED, THE
SUGGESTED TIME LINES FOR DED SUBMISSION/REVIEW MAY NEED ADJUSTMENT.
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not conform with these requirements, citing the specific requirements with which it
does not conform. This process shall be repeated by the Concessionaire until the
Independent Consultant is satisfied that the DED is in conformity with the
requirements of the Concession Agreement and certifies the same in accordance
with Section 11.5(b)(i)(2).
(c) The Concessionaire shall deliver the Certified DED to the DPWH (in such quantities
and format as reasonably required by the DPWH) on or before the date that is twelve
(12) months after the Signing Date.
(d) [Neither comments provided by the DPWH, nor] [c]ertification certification of the
DED by the Independent Consultant shall diminish the responsibility of the
Concessionaire for the integrity of the DED, or transfer any part of such
responsibility to the DPWH.
SECTION 10.0 CONSTRUCTION
10.1. Grant of Construction
Subject to the terms and conditions of this Concession Agreement, the DPWH grants to the
Concessionaire the exclusive right, privilege, responsibility and obligation to undertake
Construction for the Project which involves all work and activities necessary to construct
the Phase I Adjustment Works and Phase II, as described in the Certified DED and the
Minimum Performance Standards and Specifications.
10.2. Minimum Performance Standards and Specifications for Construction
The Concessionaire shall carry out the Construction at all times in accordance with the
requirements of this Concession Agreement including the Certified DED and the Minimum
Performance Standards and Specifications for Construction.
10.3. Construction Period
(a) The Concessionaire shall commence the Construction immediately11 after the
issuance by the DPWH of the Notice to Proceed.
(b) The DPWH shall issue the Notice to Proceed on or before the date that is five (5)
days after the later of the following dates:
(i) date of delivery by the DPWH to the Concessionaire of the Basic Right of
Way, as certified by the Independent Consultant, as provided in Section 8.1
(b); and
(ii) date of delivery by the Concessionaire to the DPWH of the Certified DED, as
provided in Section 9.2.
11
SHOULD A REASONABLE PERIOD BE ALLOWED, EG 30 DAYS?

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(c) The Construction and other requirements for the issuance of the Certificate of Final
Completion shall be completed no later than the Construction Completion Deadline
(as may be extended in accordance with Section 10.8).
10.4. Obligations for Construction
(a) The Concessionaire shall be solely responsible for and shall bear all costs relating to
the Construction.
(b) ContractorsConstruction Contractor
(i) If the Concessionaire intends to subcontract out Construction activities it

shall engage the services of any of the entityentities identified in Annex F as
qualified to be engaged as the Construction Contractor. If the Concessionaire
wants to use a Construction Contractor other than any of the entityentities
identified in Annex F, it shall propose another Construction Contractor (with
an equivalent or better level of experience, qualification, licensing and
expertise than the existingany of the entities identified in Annex F as
qualified to be engaged as the Construction Contractor), to DPWH and
provide evidence of its qualifications and experience, and shall engage it
only upon receipt of DPWH’s written consent.
(ii) The Construction Contractor may engage Subcontractors to undertake

specific parts, but not the whole, of the Construction. Each Subcontractor
must be at least as well qualified as the Construction Contractor in respect of
the tasks delegated to it.
(iii) The Concessionaire shall remain fully responsible and accountable for all of
the actions and activities of its Construction Contractor and any
Subcontractors, and for the quality of their works and services. The
engagement of a Construction Contractor and any Subcontractors shall not
diminish the responsibility of the Concessionaire for its Construction
obligations as provided in this Concession Agreement.
(c) The Concessionaire shall assume the responsibility for and shall bear the cost of
securing all the necessary Consents required for the Construction. If requested by
the Concessionaire, the DPWH shall provide reasonable assistance in securing
Consents required from the relevant national government agencies.
(d) On or before the date that is fifteen (15) days after the end of every calendar quarter,
starting on the date of the Notice to Proceed until the issuance of the Toll Operation
Certificate, and in addition forthwith upon completion of the Tests in Section 10.9 of
this Concession Agreement, the Concessionaire shall submit to the DPWH a
Quarterly Report on Construction, using the format in Annex G. The DPWH may,
at any time, modify the form of the Quarterly Report on Construction by deleting or
requiring additional information. The DPWH may also increase the frequency of
submission of the required report, at any time.
(e) The Concessionaire shall prepare manuals detailing the standards, guidelines,
procedures and requirements of the DPWH in respect of the Operation and

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Maintenance of the NAIA Expressway. The O&M Manuals shall be in
accordance with the relevant standards and requirements in the Minimum
Performance Standards and Specifications (“O&M Manuals”). The
Concessionaire must submit the O&M Manuals to the DPWH for approval on or
before the date that is eighteen (18) months after issuance of the Notice to
Proceed.
(f) (e) The Concessionaire shall carry out the Construction of Phase II and the
Phase I Adjustment Works at all times in accordance with the requirements of any
applicable Consent, Prudent Industry Practice and any applicable law, regulation,
order, decision or judgment of any Government Authority.
10.5. Supervision and Monitoring of Construction
(a) Throughout the Construction Period, the DPWH has the right to monitor, inspect,
evaluate and check the progress and quality of the activities and works undertaken
by the Concessionaire to ensure that Phase II and the Phase I Adjustment Works are
designed, constructed and equipped in accordance with this Concession Agreement
including the Certified DED. Any such acts of the DPWH shall neither diminish the
responsibility of the Concessionaire for the proper implementation of the
Construction, nor transfer any part of that responsibility to the DPWH.
(b) Should the DPWH discover any deviation from, or non-compliance with, this
Concession Agreement including the Certified DED, it may require the
Concessionaire to remedy any defects, deviations or lapses identified within a
reasonable period. The Concessionaire shall be entitled, pursuant to Section
11.5(b)(iii)(76), to request the Independent Consultant to verify the nature and extent
of the defect, deviation or lapse, and the consequent remedial works required,
provided that the Concessionaire shall not delay any remedial works identified as
necessary by the DPWH whilst the Independent Consultant considers its request.
(c) If, following notice from the Independent Consultant pursuant to Section
11.5(b)(iii)(87), the DPWH determines that the rate of progress of the Construction
is significantly behind the Construction Schedule such that the Construction
Completion Deadline is not likely to be met, and such delay is not due to an
Incident, the DPWH shall, by written notice, inform the Concessionaire regarding
the same. On or before the date that is fifteen (15) days after its receipt of notice, the
Concessionaire shall, by written notice, advise the DPWH and the Independent
Consultant of the measures which it proposes to take in order to expedite the
progress of the Construction.
(d) The DPWH may, by written notice, require the Concessionaire to suspend the whole
or any part of the Construction if, in the reasonable opinion of the DPWH or the
Independent Consultant, such works are being carried out in a manner which
threatens the safety of the general public or the safety and/or integrity of the Project.
The Concessionaire shall then suspend the Construction or any part thereof for such
time and in such manner as may be specified by the DPWH. If the suspension is a
result of the fault or negligence of the Concessionaire, the preservation costs
incurred during such suspension in order to properly protect and secure the NAIA
Expressway, or any part thereof, shall be borne by the Concessionaire. Any

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disagreement between the DPWH and the Concessionaire concerning such
suspension shall be referred to the Independent Consultant for resolution.
10.6. Variations1112
(a) The DPWH may initiate a Variation by sending a written notice ("Variation
Notice") to the Concessionaire describing such Variation and requesting the
Concessionaire to prepare a proposal setting out the necessary construction details
and the additional cost estimates (with supporting particulars), including how such
additional costs are proposed to be recovered pursuant Section 10.6(e), for such
Variation ("Variation Proposal").
(b) The Concessionaire shall submit a Variation Proposal in conformance with the
Variation Notice and the requirements of the Concession Agreement, to the extent
such requirements do not conflict with the Variation Notice, on or before the date
that is fifteen (15) days after issuance of the Variation Notice. The DPWH shall as
soon as practicable after receiving the Variation Proposal respond with approval or
comments. In the event the DPWH has made comments on the Variation Proposal,
the Concessionaire shall submit a revised Variation Proposal that conforms with the
DPWH's comments on or before the date that is five (5) days after receipt of
DPWH's comments.
(c) Upon receiving notice of approval of its Variation Proposal from DPWH, the
Concessionaire shall promptly execute the Variation in accordance with the
approved Variation Proposal and the requirements of the Concession Agreement, to
the extent such requirements do not conflict with the approved Variation Proposal.
(d) Should the Concessionaire have any objections to the Variation Notice, it shall
provide the DPWH with a written notice explaining its objections on or before the
date that is fifteen (15) days after its receipt of the Variation Notice. Otherwise, the
Concessionaire shall be deemed to have no objections to the DPWH’s request for a
Variation. The Concessionaire’s objections to a Variation shall be referred to the
Independent Consultant for appropriate recommendations if the Variation Notice is
issued during the Construction Period. The Concessionaire shall thereafter submit a
Variation Proposal to the DPWH that conforms with the Independent Consultant's
recommendations on or before the date that is five (5) days after receipt of such
recommendations. If the Variation Notice is issued during the Operation Period, the
Parties shall meet to discuss in good faith and agree a mutually acceptable solution
to the Concessionaire's objections.
11
HL NOTE: DOES DPWH/DOF REQUIRE THE ABILITY TO INSTRUCT VARIATIONS (AND/OR ALLOW
CONCESSIONAIRE-PROPOSED VARIATIONS) DURING THE OPERATION PERIOD, RELATING TO
MODIFIED SERVICES AND/OR ADDITIONAL CONSTRUCTION WORKS? IF SO, WE COULD
12
PERHAPS AMEND SECTIONS 10.6 AND 10.7 ACCORDINGLY. TO DOF/DPWH: DOF REQUESTED
US TO TWEAK THIS VARIATION PROVISION SO THAT DPWH COULD INSTRUCT VARIATIONS
DURING THE OPERATION PERIOD. IF DOF PREFERS, WE CAN ADDRESS OPERATION PERIOD
VARIATION SEPARATELY IN SECTION 12, THOUGH THE PRESENT DRAFTING SIMPLY
ADDRESSES THE ISSUE HERE.
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(e) The Parties shall agree in writing on how the additional costs resulting from a
Variation will be recovered The additional costs from sucharising from a Variation
may be recovered through any or a combination of the following methods:
(i) direct payment from the DPWH;
(ii) adjustments of the Toll Rate;
(iii) extension of the Concession Period; or
(iv) other methods to be mutually agreed upon by the Parties.
Either Party shall be entitled to request the Independent Consultant to verify the
amount of additional cost incurred (or to be incurred) as a result of a Variation
during the Construction Period.
(f) Notwithstanding Section 8.2, if a Variation necessitates the acquisition of rights of

way not included in the Basic Right of Way, or any additional Consents not already
obtained by the Concessionaire, the DPWH shall be solely responsible for procuring
the same.
10.7. Value Engineering1213
(a) The Concessionaire may, at any time after delivery of the Certified DED in
accordance with Section 9.2, submit to the DPWH a written proposal (in sufficient
detail to enable the DPWH to evaluate it in full) ("Concessionaire Proposal"),
which (in the Concessionaire’s opinion) will, if adopted:
(i) accelerate Construction completion;
(ii) improve the efficiency, utility or value to the DPWH of the NAIA
Expressway; or
(iv) otherwise be of benefit to the DPWH and/or users of the NAIA

Expressway.
(b) The Concessionaire Proposal must conform with the Minimum Performance
Standards and Specifications.
(c) On or before the date that is fifteen (15) days after receipt by the DPWH of the
Concessionaire Proposal, the Parties shall meet to discuss the Concessionaire
Proposal. During such discussions the DPWH may propose modifications to, or
approve or reject the Concessionaire Proposal in its sole discretion. If the
12 13
HL NOTE TO DPWH/DOF: IS IT ENVISAGED THAT A CONCESSIONAIRE PROPOSAL WILL
NECESSARILY ENTAIL A DEVIATION FROM THE CERTIFIED DED OR COULD IT BE IMPLEMENTED
WITHOUT DEVIATION FROM THE CERTIFIED DED (I.E. ONLY MINOR WORKS THAT DO NOT
AFFECT THE OVERALL DESIGN AS CERTIFIED)? IF THE FORMER, THE CERTIFIED DED WILL
PRESUMABLY HAVE TO BE AMENDED ACCORDINGLY AND RE-CERTIFIED BY THE IC. IN THIS
EVENT WE WOULD NEED TO INSERT ADDITIONAL WORDING TO THIS EFFECT.

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Concessionaire Proposal (as may be modified) is (by written notice) approved by
the DPWH, and certified by the Independent Consultant as conforming with the
Minimum Performance Standards and Specifications, the Concessionaire shall
forthwith implement the matter referred to therein at its sole cost and risk.
10.8. Excusable Delays in Construction
(a) If any of the Incidents enumerated in Section 10.8 (b) below causes delay in
Construction, the Construction Completion Deadline and the relevant Milestones
shall be extended by a reasonable amount of time necessary to address or remedy the
Incident as mutually agreed by the Parties.
(b) The said Incidents are:
(i) a Variation;
(ii) delay in the issuance of any of the Consents required from the relevant
national government agencies for any component of the Construction, not
due to a failure by the Concessionaire to comply with any requirements for
the issuance of any Consent or to the breach, delay, fault or negligence of the
Concessionaire;
(iii) failure by the DPWH to perform its obligations under Sections [7.4 orand
8.1]1314 of this Concession Agreement; or
(iv) any Force Majeure Event.
10.9. Tests During Construction
(a) At any time during the progress of the Construction, the Concessionaire shall
conduct the Tests to determine whether the Construction and resulting works comply
with the Certified DED and the Minimum Performance Standards and Specifications
for Construction. The Tests shall be conducted in accordance with the testing
requirements specified in Annex E of the Minimum Performance Standards and
Specifications.
(b) The Concessionaire shall give the Independent Consultant and the DPWH at least
seven (7) days prior notice of the actual date on which it intends to commence each
Test.
13
HL NOTE TO DPWH/DOF: THIS CLAUSE PREVIOUSLY REFERRED TO THE GENERAL "DPWH
OBLIGATIONS" PROVISION, WHICH HAS NOW BEEN DELETED. DPWH'S MAIN OBLIGATIONS
PRIOR TO CONSTRUCTION COMPLETION ARE TO DISBURSE THE GFS (SECTION 7.4) AND TO
DELIVER THE ROW AND ENSURE RELOCATION OF UTILITIES IN ACCORDANCE WITH THE
CONCESSIONAIRE'S CONSTRUCTION SCHEDULE. THIS AMENDED PROVISION SHOULD COVER
THESE DPWH FAILURES, AS APPEARS TO HAVE BEEN THE INTENTION OF THE ORIGINAL
14
WORDING. WHILST DPWH'S BREACH OF 7.4 AND 8.1 MIGHT RESULT IN A
DEFAULT/TERMINATION, THE PARTIES MAY WISH TO AGREE AN EXTENSION OF TIME INSTEAD
SO THIS IS INCLUDED AS AN OPTION. NOTE ALSO THAT DPWH'S BREACH OF 8.1(d) ON THE
RELOCATION OF UTILITIES IS NOT AN EoD BUT SHOULD RESULT, IN OUR VIEW, IN TIME
RELIEF, AS APPLICABLE (SINCE CONCESSIONAIRE CAN WAIVE 100% RELOCATION AND START
WORK ON SECTIONS ALREADY CLEARED) TO THE CONCESSIONAIRE.
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(c) The Independent Consultant and a representative from the DPWH shall witness the
Tests and monitor recording of the results. The DPWH may suspend or delay any
Test if it is reasonably anticipated or determined during the course of the Test that
the subject of the Test does not meet or comply with the applicable testing
requirements.
(d) The Concessionaire shall provide the Independent Consultant and the DPWH with
copies of all Test data and results.
(e) The Concessionaire shall bear all the expenses incurred for the Tests.
10.10. Completion of Construction
(a) At least thirty (30) days prior to the expected completion of Construction, the
Concessionaire shall provide written notice to the Independent Consultant and the
DPWH indicating the date it will complete Construction and conduct the final Tests
to ensure that the NAIA Expressway complies with the Certified DED and
Minimum Performance Standards and Specifications for Construction. The final
Tests shall likewise be conducted in accordance with the testing requirements
specified in Annex E of the Minimum Performance Standards and Specifications.
(b) The Independent Consultant and a representative from the DPWH shall witness the
final Tests and monitor recording of the results.
(c) On or before the date that is five (5) days after the completion of Tests, the
Independent Consultant shall be required to determine and certify in writing to the
Parties whether the following requirements are met:
(i) all Tests comply with the prescribed testing requirements;
(ii) the NAIA Expressway is completed in accordance with the Certified DED
and Minimum Performance Standards and Specifications for Construction,,
including the rectification of all defects;
(iii) the NAIA Expressway can be safely and reliably placed in commercial
operations;
(iv) the O&M Manuals required under Section 12.310.4 (ae) have been submitted
by the Concessionaire, certified by the Independent Consultant as meeting
the Minimum Performance Standards and Specifications for Operation and
Maintenance, and approved by the DPWH;
(v) the toll collection equipment and personnel are in place; and
(vi) all other requirements with respect to Construction as set out in this
Concession Agreement have been complied with.
(d) If the Concessionaire failed to comply completely with the requirements in Section
10.10 (c), the Independent Consultant shall be required to issue a report to the

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Concessionaire and the DPWH specifying the defects and deficiencies and the
actions that the Concessionaire must take in order to comply with the said
requirements. The Concessionaire shall promptly carry out such remedial measures
and additional Tests as may be necessary to cure the defects and deficiencies and
furnish a report to the Independent Consultant and the DPWH on this matter. This
procedure shall be repeated as often as necessary until the Independent Consultant
certifies that the requirements in Section 10.10 (c) have been fully satisfied.
(e) Once the Independent Consultant determines and certifies that the requirements
under Section 10.10 (c) have been fully satisfied, it shall be required to notify the
Concessionaire and the DPWH in writing accordingly.
(f) The DPWH shall issue the Certificate of Final Completion to the Concessionaire on
or before the date that is seven (7) days after its receipt of the Independent
Consultant’s notice in 10.10 (e) and the O&M Performance Security.
(g) The issuance of the Certificate of Final Completion does not diminish the
responsibility of the Concessionaire for the structural integrity and performance of
the Phase I Adjustment Works and Phase II during the Concession Period, or
transfer any part of that responsibility to the DPWH.
(h) The Concessionaire shall submit the following documents for the Phase I
Adjustment Works and Phase II to the DPWH not later than six (6) months after the
issuance of the Certificate of Final Completion:
i. Asset Register updated by the Concessionaire to include a description of all

assets constructed for the Phase I Adjustment Works and Phase II and such
other documents and information required pursuant to the Minimum
Performance Standards and Specifications
ii. As-built drawings (at least two copies)
iii. Construction Completion Report14.
10.11. Consequences of Non-Completion
(a) If by the Construction Completion Deadline (as may be extended in accordance with
Section 10.8), the Independent Consultant has not issued written notice pursuant
Section 10.10 (e) that all conditions of Section 10.10 (c) have been fulfilled, the
Concessionaire shall be liable to the DPWH for the payment of, and shall pay on or
before the date that is ten (10) days after issuance of a written demand for payment
by the DWPH, liquidated damages in the amount of [amount to be filled in after the
bid- it will be the higher of 0.1% of Government Financial Support and
PhP5,000,000] ("Liquidated Damages") for every day of delay beyond the
Construction Completion Deadline (as may be extended in accordance with Section
10.8).
14
HL NOTE: DPWH TO CONFIRM THIS SHOULD BE HERE. WHY IS THIS DOCUMENT ONLY
DELIVERED 6 MONTHS AFTER COMPLETION?
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(b) Any Liquidated Damages not paid on or before the date that is ten (10) days after
issuance of a written demand for payment by the DPWH pursuant to Section 10.11
(a) may be drawn by the DPWH against the Construction Performance Security.
(c) If by the Construction Long-stop Date, the Independent Consultant has not issued
written notice pursuant Section 10.10 (e) that all conditions of Section 10.10 (c)
have been fulfilled, the DPWH may declare the Concessionaire in default, call on
the entire amount of the Construction Performance Security and terminate the
Concession Agreement in accordance with Section 17.0.
(d) The Liquidated Damages referred to in this Concession Agreement which have not
been paid (or drawn by the DPWH under the Construction Performance Security)
shall be deducted from whatever amounts the Concessionaire may receive pursuant
to a DPWH Termination Payment under Section 17.4.
10.12. Ownership of the NAIA Expressway
(a) Phase I is owned by the DPWH, without prejudice to rights of the Concessionaire as
may be provided under this Concession Agreement.
(b) Without prejudice to any of the rights and obligations of the ConcessionaireParties
under this Concession Agreement, immediately upon issue of the Certificate of Final
Completion, ownership of all works comprising the Phase I Adjustment Works and
Phase II shall vest in the DPWH.
SECTION 11.0 INDEPENDENT CONSULTANT
11.1. Appointment of Independent Consultant and Parties General Obligations
(a) There shall be an Independent Consultant appointed by DPWH. The Independent

Consultant's role is to provide independent adviceservices to the Parties for the
financing,defined in this Section 11 and in the Independent Consultant Contract for
the Design, and Construction phases of the Phase I Adjustment Works and Phase
IIProject.
(b) The Independent Consultant shall have sufficient skill and experience in the design
construction and operation of toll roads to perform the obligations set out in this
Section 11.0.
(c) The Parties agree not to exercise any improperunduly pressure, deceive, intimidate,
unduly influence over the Independent Consultant in order to maintainor commit
similar acts that would adversely impact the integrity and the independence of the
Independent Consultant.
(d) The Parties agree to provide all the assistance necessary to allow the Independent
Consultant to perform the roles and functions set out in this Section 11.0 and in the
Independent Consultant Contract.

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11.2. Process of Appointment
(a) The DPWH shall procure the services of the Independent Consultant in accordance
with its own internal guidelines.
(b) Upon signing of this Concession Agreement, the DPWH shall provide the
Concessionaire a short-list of three candidates for the Independent Consultant. The
DPWH shall prepare the short-list in accordance with its guidelines for selecting
consultants. If the Concessionaire objects to any one of the names in the short-list of
names, the DPWH and the Concessionaire shall meet on or before the date that is
five (5) business days after notice of such objection to resolve the issue and finalize
the short-list of three candidates.
(c) On or before the date that is five (5) days after finalizing the short-list of candidates,
the DPWH shall proceed with the procurement of the Independent Consultant by
inviting proposals from the short-listed names. The DPWH shall then evaluate the
proposals and choose the Independent Consultant. The DPWH shall complete the
procurement on or before the date that is [three (3) months after the Signing Date]15.
(d) Upon identifyingchoosing the Independent Consultant, the DPWH shall notify the
Concessionaire of its proposed award of the contract and the Concessionaire shall
forthwith send written acknowledgement of the proposed award to the DPWH.
Upon receipt of the notice from the DPWH and issue of its acknowledgement, the
Concessionaire shall sign the Independent Consultant Contract to acknowledge the
appointment and the terms and conditions of the appointment of the Independent
Consultant.
(e) The terms and conditions provided in the Independent Consultant Contract must be
consistent with the provisions of this Concession Agreement. In addition to the
responsibilities provided in Section 11.5, the Independent Consultant Contract shall
require that both Parties be provided with copies of all documents produced by the
Independent Consultant during the period of appointment of said Independent
Consultant, as indicated in Section 11.3 (a).
11.3. Period of Appointment
(a) The period of appointment of the Independent Consultant shall commence from the
date of signing the Independent Consultant Contract [until fifteen (15) days after the
Certificate of Final Completion is issued by the DPWH]16.
15
HL NOTE: SINCE EARLY PHASE I MAINTENANCE IS NO LONGER TAKING PLACE, IS THERE A
NEED TO APPOINT THE INDEPENDENT CONSULTANT WITHIN 3 MONTHS OF SIGNING? PRE-
CONSTRUCTION, THE IC'S DUTIES UNDER THE TCA WILL BE LIMITED TO CERTIFYING THE DED
15
AND ROW. THE IC IS INTENDED TO HAVE OBLIGATIONS TO MONITOR PROGRESS OF THE
ACQUISITION OF THE ROW, SO IF THE APPOINTMENT DATE IS GOING TO BE MOVED BACK
THEN PERHAPS THIS OBLIGATION SHOULD BE REMOVED FROM SECTION 11.5(b)(ii)(1)? FOR
DPWH CONSIDERATION. THE OTHER POINT TO NOTE IS THAT SOME PROSPECTIVE BIDDERS
HAVE INDICATED THEY MIGHT BE ABLE TO SUBMIT THE DED EARLIER THAN 10 MONTHS SO
AS TO ACCELERATE THE CONSTRUCTION AND MAXIMISE COMMERCIAL OPERATIONS PERIOD.
16
HL NOTE TO DPWH/DOF: SHOULD THE IC APPOINTMENT CONTINUE FOR, SAY, ONE YEAR POST-
CONSTRUCTION COMPLETION TO ALLOW FOR DEFECTS RECTIFICATION OVERSIGHT?
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(b) If the DPWH or the Concessionaire have reasonable grounds to believe that the
Independent Consultant is not acting professionally andor independently of the
Parties and their respective contractorsConstruction Contractor, suppliers and
consultants andor exercising the standard of care, skill and diligence which would be
expected of an expert professional service provider, either Party may make a written
representation to the other seeking termination of the appointment.
(c) The DPWH must advise the Independent Consultant within one (1) business day of
the representation and hold a tripartite meeting within five (5) business days to
resolve the issue. If there is no resolution at that meeting, the matter will be resolved
in accordance with Section 21.0 on Dispute Resolution.
11.4. Remuneration of the Independent Consultant
(a) The Independent Consultant Contract shall specify the remuneration of the
Independent Consultant and the terms and conditions of payment.
(b) The Parties agree that they will share the cost of the remuneration of the Independent
Consultant on an equal basis and will establish arrangements where the payment of
the remuneration will be made by each on the same day each month, based on the
invoice received from the Independent Consultant.
(c) The Independent Consultant will be required to invoice monthly for services
provided under the Independent Consultant Contract.
11.5. Responsibilities of the Independent Consultant
The functions and duties of the Independent Consultant shall be set out in the Independent
Consultant Contract, however, the Parties acknowledge and agree that such functions and
duties shall include the following matters:
(a) The Independent Consultant shall be required to owe a duty of care to each of the
Parties and to act professionally and independently of the Parties and their respective
contractorsConstruction Contractor, suppliers and consultants and exercise the
standard of care, skill and diligence which would be expected of an expert
professional service provider.
(b) For the Design and Construction of the Phase I Adjustment Works and Phase II:
(i) For the Detailed Engineering Design:
(1) Review the Concessionaire’s DED and determine whether it

conforms to the requirements of the Concession Agreement including
the Minimum Performance Standards and Specifications and the
Conceptual Engineering Design. On or before the date that is
thirtyfifteen (3015) days after receipt of the DED, the Independent
Consultant shall be required to send written notice to the
Concessionaire stating the results of its review of the DED, as set out
in Sections 11.5(b)(i)(2) or 11.5(b)(i)(3) below.

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(2) If the DED is found to conform to the requirements of the Concession
Agreement including the Minimum Performance Standards and
Specifications and the Conceptual Engineering Design, the
Independent Consultant shall be required to send written
noticecertification to the Concessionaire that it has reviewed the DED
and found the same to be conforming. The Independent Consultant
shall simultaneously stamp the DED as conforming and send the
original stamped document to the Concessionaire. The Independent
Consultant shall additionally send copies to the DPWH and shall
confirm in writing that a prerequisite to the Notice to Proceed has
been fulfilled.
(3) If the DED is found not to conform to the requirements of the

Concession Agreement including the Minimum Performance
Standards and Specifications and the Conceptual Engineering Design,
the Independent Consultant shall be required to send to the
Concessionaire written notice of its rejection of the DED, stating the
specific aspects that require revision.
(4) If the Independent Consultant finds a revised DED submitted by the

Concessionaire to be compliant with the requirements of the
Concession Agreement, it shall, on or before the date that is fifteen
(15) days after receipt of the revised DED, issue the written notices
described in Section 11.5(b)(i)(2) above. If the Independent
Consultant finds a revised DED not to be compliant with the
requirements of the Concession Agreement, it shall, on or before the
date that is fifteen (15) days after receipt of the revised DED, provide
written notice of such fact to the Concessionaire and requiring a
further revised DED to be submitted by the Concessionaire. This
process shall be repeated until the Independent Consultant is able to
issue the written notices described in Section 11.5(b)(i)(2) above, or
until the Concession Agreement is terminated by the DPWH pursuant
to Section 17.2(a).
(ii) For the Right of Way:
(1) Monitor the progress of DPWH in acquiring the Basic Right of Way
and determine whether it will be delivered in accordance with Section
8.1.
(2) Verify and certify to both Parties that the Basic Right of Way is clear
of all liens, occupants (including informal settlers) and structures and
ready for the Concessionaire to carry out the Construction. In
verifying and certifying that the Basic Right of Way is clear, the
Independent Consultant will advise the DPWH that a prerequisite to
the Notice to Proceed has been fulfilled.
(3) If requested by the Parties, verify and certify that a delay to the
Construction in accordance with the Construction Schedule has arisen

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directly and solely from a failure or delay in the relocation of utilities
by the DPWH.
(iii) For Monitoring During Construction
(1) Undertake periodic inspections to monitor compliance of the

Construction with the Certified DED and the Minimum Performance
Standards and Specifications and to advise the DPWH of any aspect
of the Construction that does not conform to the Certified DED and
the Minimum Performance Standards and Specifications.
(2) Attend all Tests required during Construction and certify and verify
to DPWH that the Tests have been carried out according to the testing
requirements in Sections 10.9 and 10.10, and the Minimum
Performance Standards and Specifications, as may be applicable.
(3) Determine if additional tests are required, and recommend to the

DPWH that such additional tests be carried out on the Construction,
the procedure and timing for such tests and stating the reasons for
requiring the same. A copy of the recommendation must be provided
to the Concessionaire at the same time.
(4) Recommend that the Concessionaire suspend or deferdelay any Test

whereif the Independent Consultant is of the reasonable
opinionanticipates or determines during the conductcourse of the Test
that the Construction will notsubject of the Test shall not or does not
meet or comply with the Certified DED and/or the Minimum
Performance Standards and Specificationsapplicable testing
requirements.
(5) Advise the DPWH on Concessionaire’s requests for extensions of time to

complete the Construction and whether such requests are acceptable.
(5) (6) Monitor costs relating to Construction and to advise the DPWH of
the Concessionaire compliance or non-compliance with the
Concessionaire's estimated project costs specified in Annex H.
(6) (7) Advise on any matter or issue that a Party has requested the
Independent Consultant to consider, and to make recommendations in
relation to a Variation, a Concessionaire Proposal (if required), a Test
or the mitigation of a delay.
(7) (8) Notify DPWH if in its view, the rate of progress of the
Construction is significantly behind the Construction Schedule such
that the Construction Completion Deadline (as may be extended in
accordance with Section 10.8) is not likely to be met.
(8) (9) Notify DPWH if in its view, the Construction is being carried out
in a manner which threatens the safety of the Project or the general
public.

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(9) (10) Advise DPWH and the Concessionaire, in the event of an
Incident as enumerated in Section 10.8 (b), the Independent
Consultant shall advise DPWH and the Concessionaire on the
reasonable amount of time necessary to address or remedy the
Incident.
(10) (11) Provide the DPWH and the Concessionaire with monthly reports
that deal with the stage of Construction, the conformance or non-
conformance of the Construction to the Certified DED and the
Minimum Performance Standards and Specifications, observations
about the Construction meeting the Construction Completion
Deadline and the potential for slippage, the actual construction costs,
the activities of Independent Consultant during the relevant month
and the planned activities of the Independent Consultant for the next
three (3) months.
(iv) For Government Financial Support
Verify and certify the Concessionaire's Works Completion Status Statement

in the event Construction meets the requirements for release by DPWH of the
Government Financial Support to the Concessionaire as set out in Section
7.4.
(v) For Construction Completion
(1) Verify and certify that Construction has been completed in

accordance with the Certified DED and issue to DPWH a report that
advises that any non-conformance has been remedied to the
satisfaction of the Independent Consultant, that all required tests have
been properly carried out, and that the NAIA Expressway may be
safely and reliably placed into operation.
(2) Advise the DPWH and the Concessionaire if the Construction does
not conform to the Certified DED and specify the defect and
deficiencies and the actions that the Concessionaire must take to
comply without specifying how to deliver a conforming Construction.
(3) Verify and certify to DPWH that the O&M Manuals have been
prepared and such manuals comply with the Minimum Performance
Standards and Specifications.
(4) Verify that the toll collection equipment and personnel are in place.
(5) Advise the DPWH that a Certificate of Final Completion may be

issued.
11.6. Assistance from DPWH and the Concessionaire

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(a) The Independent Consultant has, at any time, the right to enter, inspect and test
the NAIA Expressway and its Construction after giving the DPWH and the
Concessionaire written notice of at least one (1) day prior to the inspection and
test.
(b) The Parties are required to give all the assistance necessary to the Independent
Consultant to enable the Independent Consultant to carry out its functions and
duties.
SECTION 12.0 OPERATION AND MAINTENANCE
12.1. Grant of Operation and Maintenance
(a) Subject to the terms and conditions of this Concession Agreement, the
Concessionaire shall have the exclusive right and corresponding obligation to
undertake the Operation and Maintenance of the NAIA Expressway and to
exclusively impose and collect Tolls therefrom during the Operation Period. The
Operation Period shall commence immediately upon issuance of a Toll Operation
Certificate to the Concessionaire or, as applicable, to its duly appointed Facility
Operator.
(b) Except as expressly provided in this Concession Agreement, the Concessionaire

shall not be entitled to any right for the extension of the Concession Period or the
extension or expansion of the NAIA Expressway.
(c) Immediately upon issuance of the Toll Operation Certificate, the

DPWHConcessionaire shall turnovertake possession of Phase I tofrom the
ConcessionaireDPWH for the performance of its Operation and Maintenance
obligations in respect thereof. The Concessionaire acknowledges and agrees that it
has inspected Phase 1 as of the Signing Date (and has thereafter continuously
monitored its condition) and it agrees that it shall accept the assets comprising Phase
I turned over by the DPWH on an "as is, where is" basis and shall be responsible for
and shall hold the DPWH harmless against any adverse effects arising from the
condition of Phase I whether known or unknown, foreseeable or unforeseeable.
DPWH, however, shall assume any risk of damage or deterioration of the Phase I
assets identified in the Asset Register at the Signing Date, save normal wear and
tear, between the Signing Date and the date when Phase 1 is turned over to the
Concessionaire. The Concessionaire shall notify DPWH of any such damage or
deterioration prior to it taking possession and any damage or deterioration not
identified shall be conclusively deemed to have been assumed by the
Concessionaire.17
12.2. Designation and Approval of the Facility Operator
(a) The Concessionaire, if it satisfies the requirements for the issuance of the Toll Operation
Certificate, may by itself or through its appointed Facility Operator undertake the
Operation of the NAIA Expressway. Otherwise, it shall undertake such Operation
only through a Facility Operator that it shall be exclusively entitled to appoint and
17
SHOULD THE IC HAVE ANY ROLE IN ASSESSING ANY DISPUTES RE CONDITION?
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that satisfies the requirements for the issuance of the Toll Operation Certificate. The
Concessionaire shall ensure that the Facility Operator shall be required to act in
accordance with applicable law and must satisfy the following conditions:
(a) The Concessionaire shall operate and maintain the NAIA Expressway through a
Facility Operator which meets the following requirements:
(i) The Facility Operator shall be at least sixty percent (60%) owned and
controlled by Philippine citizens;
(ii) The voting power of foreign investors on the governing board of the Facility
Operator shall be proportionate to their share in the share capital of the
Facility Operator;
(iii) All executive and managing officers of the Facility Operator shall be
Philippines citizens; and
(iv) The Facility Operator shall be at least twenty percent (20%) owned by one of
the entityentities identified in Annex F as the entityentities which
fulfillsfulfill the O&M Experience Requirements;Requirement. This
requirement shall be deemed fulfilled if the Facility Operator is one of the
entities identified in Annex F as entities which fulfill the O&M Experience
Requirement. (Note: if the corporation formed by the Winning Bidder to sign
the Concession Agreement itself fulfills the requirements of Section 12.2 (a)
(i) to (iii) and itself has five years of experience in operations and
management of toll expressways in the last ten years, it will also be identified
in Annex F as such.)
If there is a change in law in the Philippines that has the effect of reducing the
foreign ownership requirements outlined in this Clause 12.2, the DPWH shall act
reasonably in granting permission to the Concessionaire if it wishes to adjust its
ownership structure (including board representation) accordingly.
If the Concessionaire itself fulfills the requirements of Section 12.2 (a) (i) to (iii) and
itself has five years of experience in operations and management of toll expressways
in the last ten years, it may designate itself as the Facility Operator.
The Concessionaire shall have the exclusive right to appoint the Facility Operator,
and shall ensure that it acts in accordance with applicable law and the provisions of
The requirement that the Facility Operator be at least twenty percent (20%)
ownership requirement in the Facility Operator shall be retained by the entity
soowned by the one of the entities identified in Annex F for a period of at leastshall
last until five (5) years from the issuance of the Toll Operation Certificate.

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(b) On or before the date that is tenthree (103) daysmonths after the issuance of the
Notice to ProceedSigning Date18, the Concessionaire shall:
(i) Notify DPWH of the identity of its proposed Facility Operator;
(ii) Provide evidence that it has been incorporated and fulfills the requirements
specified in Section 12.2 (a); and
(iii) Request DPWH’s written approval of such designation.
(c) The DPWH may disapprove such designation only if it determines that the proposed
Facility Operator does not meet the requirements in Section 12.2 (a). If the DPWH
disapproves the designation, the Concessionaire shall propose to DPWH, on or
before the date that is thirty (30) days after said disapproval, another candidate for
Facility Operator which meets the requirements in Section 12.2 (a).
(d) The Facility Operator may engage Subcontractors to undertake specific parts of the
Operation and Maintenance of the NAIA Expressway. The Concessionaire shall
ensure that each Subcontractor must be at least as well qualified as the Facility
Operator in respect of the tasks delegated to it.
(e) Notwithstanding the engagement of a Facility Operator and any Subcontractors, the
Concessionaire shall remain directly responsible and liable to DPWH for all
obligations under the Concession Agreement and in the event of breach by the
Facility Operator or any Subcontractor of any of the Operation and Maintenance
obligations under the Concession Agreement, such breach shall be deemed to be a
breach by the Concessionaire for which the DPWH may hold the Concessionaire
responsible and liable.
(f) If the Concessionaire wishes to replace the Facility Operator at any time it shall
propose a replacement Facility Operator to the DPWH that meets the requirements
of Section 12.2(a)(i)-(iii) above and has an equivalent or better level of experience,
qualification and expertise than the original Facility Operator, and it shall only
engage such replacement Facility Operator with the prior written consent of the
DPWH.
12.3. Obligations for Operation and for Maintenance
(a) The Concessionaire shall prepare manuals detailing the standards, guidelines,
procedures and requirements of the DPWH in respect of the Operation and
Maintenance of the NAIA Expressway. The O&M Manuals shall be in accordance
with the relevant standards and requirements in the Minimum Performance
Standards and Specifications (“O&M Manuals”). The Concessionaire must submit
the O&M Manuals to the DPWH for approval on or before the date that is eighteen
(18) months after issuance of the Notice to Proceed. The Approved O&M Manuals
shall be updated, as reasonably required by the DPWH, by the Concessionaire from
18
THE DATE FOR APPOINTMENT OF THE FACILITY OPERATOR IS PROPOSED TO BE BROUGHT
FORWARD SO THAT THE FACILITY OPERATOR CAN PARTICIPATE IN THE DEVELOPMENT OF
THE DESIGN OF THE FACILITY AND O&M MANUALS.
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time to time, and at least once every year of the Operation Period, in accordance
with Prudent Industry Practice.
(b) On or before the date that is seven (7) days after the dateissuance of the Certificate
of Final Completion, the Concessionaire shall apply for, or, as applicable, shall
cause the Facility Operator to apply for the issuance of the Toll Operation Certificate
with the TRB, following the requirements set out in Annex C. The DPWH shall
provide reasonable assistance to the Concessionaire in this application and, provided
that the Concessionaire complies with the procedures and requirements set out in
Annex C or, as applicable, causes the Facility Operator to comply with such
procedures and requirements, the DPWH shall ensure that the TRB issues the Toll
Operation Certificate on or before the date that is ten (10) days after the application
is made.
(c) Upon issuance of the Toll Operation Certificate by the TRB, the Concessionaire
shall carry out the Operation and Maintenance of the NAIA Expressway in
accordance with the requirements of this Concession Agreement including in
particular the Approved O&M Manuals and the Minimum Performance Standards
and Specifications for Operation and Maintenance.
(d) The Concessionaire shall strictly comply with the minimum Key Performance
Indicators for Operation and Maintenance provided in Section 4.10 of the Minimum
Performance Standards and Specifications, and shall be subject to the corresponding
payment obligations prescribed in the Minimum Performance Standards and
Specifications to be imposed for non-compliance therewith ("O&M Liquidated
Damages"). The Concessionaire shall on or before the date that is seven (7) days
after receipt of written payment demand from the DPWH for O&M Liquidated
Damages, pay the O&M Liquidated Damages prescribed in such payment demand.
The incurrence by the Concessionaire of O&M Liquidated Damages in excess of
25,000 Toll Equivalent Units in any calendar quarter shall be a Concessionaire
Default and the provisions of Section 17.0 shall apply.
(e) Without prejudice to any other provisions of this Concession Agreement, all costs
and expenses in respect of the Operation and Maintenance, including, without
limitation, taxes and other payment obligations to Government Authorities in
connection with the Operation and Maintenance, which may accrue at any time
during the Concession Period, shall be the responsibility and liability of the
Concessionaire.
(f) The Concessionaire shall carry out the Operation and Maintenance at all times in
accordance with the requirements of any applicable Consents, Prudent Industry
Practice and any applicable law, regulation, order, decision or judgment of any
Government Authority.
12.4. Supervision and Monitoring of Operation and Maintenance
(a) The DPWH shall have the right, to inspect any part of the NAIA Expressway and the
toll collection system and facilities, taking into account at all times the flow of
traffic and level of service in order to determine the Concessionaire’s compliance
with all its obligations under this Concession Agreement.

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(b) The Concessionaire shall undertake periodic - at least once every month - inspection
of the NAIA Expressway to determine its condition, including its compliance or
otherwise with the Approved O&M Manuals and the Minimum Performance
Standards and Specifications, and shall prepare monthly Inspection Reports for
submission to DPWH.
(c) On or before the date that is fifteen (15) days after the end of every month, from the
issuance of the Toll Operation Certificate until the end of the Concession Period, the
Concessionaire shall submit a Monthly Report on Operation and Maintenance to
DPWH, using the format in Annex I. This report shall also contain the Inspection
Reports required pursuant to Section 12.4 (b) above. DPWH may, at any time,
modify the form of the Monthly Report on Operation and Maintenance by deleting
or requiring additional information. The DPWH may also increase the frequency of
submission of the required report, at any time.
(d) On or before the date that is thirty (30) days after the beginning of every calendar
year, the Concessionaire shall submit updates to the following documents:
i. Asset Register updated by the Concessionaire to include a description of all

assets comprising the NAIA Expressway and such other documents or
information required pursuant to the Minimum Performance Standards and
Specifications
ii. As-built drawings, as applicable
iii. Updated O&M Manuals
12.5. Performance Security for Operation and Maintenance
(a) On or before the date that is two (2) days after the Concessionaire's receipt of the
Independent Consultant’s notice as provided in Section 10.10 (e), the Concessionaire
shall issue to the DPWH, and keep in force and effect until the end of the Operation
Period, the O&M Performance Security. The O&M Performance Security shall be
an irrevocable standby letter of credit in the amount of [•] Pesos (PhP[•])Forty
Million Pesos (Php40,000,000) issued by a universal bank or commercial bank
licensed by the Bangko Sentral ng Pilipinas19 and in a form that is acceptable to the
DPWH.
(b) The amount required of the O&M Performance Security will be adjusted upwards
every time Toll Rates are adjusted upwards, by the same proportion as the Toll Rate
Adjustment. The Concessionaire shall, no later than fifteen (15) days prior to the
expiry of any O&M Performance Security, deliver to DPWH a replacement O&M
Performance Security valid for at least an additional year in the same form and in the
required amount. If any amounts are drawn from the O&M Performance Security,
the Concessionaire shall on or before the date that is ten (10) days after such
drawdown deliver an additional O&M Performance Security in the same form as the
existing O&M Performance Security, for the amount drawn, such that the amount of
O&M Performance Security should not fall below the required amount for a period
longer than ten (10) days.
19
SEE COMMENT ABOVE AT SECTION 6.0(b).
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(c) The DPWH may forfeit the O&M Performance Security in case of termination
during the Operation Period by reason of the Concessionaire’s default in any of the
cases defined in Sections 17.2 (c) and (d) hereof.
(d) The DPWH may also draw against the O&M Performance Security if the
Concessionaire fails to pay any O&M Liquidated Damages imposed by DPWH on
the Concessionaire pursuant to Section 12.3 (d), or fails to comply with the
Approved O&M Manuals and other provisions of the Minimum Performance
Standards and Specifications for Operation and Maintenance for a period longer than
seven (7) consecutive days from written demand to comply, or such longer period as
the Parties may agree upon in writing. The DPWH may also draw on the O&M
Performance Security in accordance with Section 14.1(e).
SECTION 13.0 TOLLS
13.1. Toll Rates and Toll Collection
(a) During the Operation Period, the Concessionaire is authorized to impose and collect
Tolls from the users of the NAIA Expressway at the initial Toll Rates for the first
year of the Operation Period as specified below, subject to any Toll Rate
Adjustments authorized under Section 13.2:
Table 313. Initial Tolls
Vehicle Class Initial Terminal Initial

3 Toll Rate Expressway
Toll Rate
Class I: Light Vehicles - Car, Jeep, Passenger Van/ [insert figure] [insert figure]
Pickup, Taxi, Mega-Taxi, Jeepney, Mini-Bus
Class II: Medium Weight Vehicles - Aircon& Non [insert figure]2 x [insert figure]2 x
Aircon Bus, Goods Van/Pickup, 2-Axle Truck, Dump the Class 1 toll rate the Class 1 toll rate
Truck, Tanker, Mixer
Class III: Heavy Vehicles – Rigid Truck with 3 or [insert figure]3 x [insert figure]3 x
more Axles, Trailer (Articulated) the Class 1 toll rate the Class 1 toll rate
(b) The Concessionaire shall publish the schedule of Toll Rates for the first year of the
Operation Period in a newspaper of general circulation at least once a week for three
(3) consecutive weeks before the start of Operation. The Concessionaire shall also
publish the schedule of Tolls Rates as adjusted, in accordance with Section 13.2, in a
newspaper of general circulation at least once a week for three (3) consecutive weeks
before the effectivity date of each Toll Rate Adjustment.
(c) The Concessionaire shall issue toll tickets or its functional equivalent to users of the
NAIA Expressway at toll plazas provided for such purpose at the entries and/or exits
of the NAIA Expressway.
(d) The Toll revenues collected from the operation of the NAIA Expressway are the
property of the Concessionaire. The Concessionaire has the right to assign or to enter

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into such agreements with regard to the Toll revenues and their collection, custody,
security and safekeeping.
(e) Toll Rates may be rounded off to the nearest Peso, provided that the effects of the
rounding off shall be considered in the next periodic adjustment, as provided in
Section 13.2 (a).
13.2. Toll Rate Adjustments
(a) Periodic Adjustment. Within the scope of the Project as defined herein, and upon
receipt of written approval of adjustment from the TRB, the Concessionaire is
authorized to adjust the Toll Rates once every year17 in accordance with the
following formula, and to collect from the NAIA Expressway users the Toll Rates so
adjusted:
[
TRn= TRo (CPIn/CPIo) ] 18
x (1 + R)
where:
TRn= new Toll Rate as adjusted
TRo= old Toll Rate as of the last adjustment (for the purposes of this
calculation any adjustment of the Toll Rate imposed by a Government
Authority below the properly adjusted Toll Rate under this Concession
Agreement shall be disregarded, and, for the avoidance of doubt, the old Toll
Rate shall be calculated based on such properly adjusted Toll Rate)
CPIn= Consumer Price Index for month of the new review date issued by the
National Statistics Office
CPIo= Consumer Price Index for the month of the last review date issued by
the National Statistics Office
R = the real increase which, at the option of the Concessionaire, shall be

between 0% and 3%. After the end of the tenth year of the Operation Period,
R shall always equal 0%20.
During the Operation Period, the Concessionaire shall be entitled to the first Toll
Rate Adjustment at any time prior to the expiry of a period of two years after the
issuance of the Toll Operation Certificate.
17
THIS AMENDMENT HAS BEEN MADE BASED ON DISCUSSIONS SECRETARY OF DPWH AND
UNDERSECARTY DOF ON THE AFTERNOON OF 24 JUNE.
18
IFC NOTE TO DPWH/DOF: DPWH/DOF TO CONSIDER/CONFIRM WHETHER TO INCLUDE AN
ADDITIONAL COMPONENT REPRESENTING THE REAL INCREASE IN TOLLS, WHICH MEANS
THAT A MULTIPLIER HAS TO BE ADDED TO THE CPI FACTOR TO REFLECT REAL INCREASES, AS
SET OUT IN THE FORMULA.
20
WE UNDERSTAND THE PROPOSED ADDITIONAL COMPONENT TO THE FORMULA WAS DECIDED
TO BE ADOPTED BY THE DPWH SECRETARY FOLLOWING THE INVESTORS BRIEFING. FOR DOF
CONSIDERATION.
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(b) Extraordinary Adjustment. If following any of the events contemplated under
Section 16.0 on Material Adverse Government Action, Section 15.1 (d) or Section
15.3 (e) (i) on Force Majeure, both Parties agree on compensation or remedies to the
Concessionaire which will involve an extraordinary adjustment of the Toll Rates,
then the Concessionaire shall be entitled to apply with the TRB for and, if warranted,
to be granted an extraordinary adjustment of the Toll Rates.
The DPWH shall verify the materiality, bases and justifications for the application
for extraordinary adjustment of the Toll Rates under any of the events mentioned
above and shall submit its findings to the TRB with appropriate recommendations.
Once the extraordinary adjustment of the Toll Rates is approved by the TRB the
Concessionaire is authorized to immediately collect the increment corresponding to
the approved extraordinary adjustment as part of the authorized total Toll Rates,
subject to publication as required in Section 13.1 (b). [Thereafter, for future periodic
adjustments of the Toll Rates, the new toll rates will take into consideration the pre-
extraordinary adjustment Toll Rates and Consumer Price Index movements during
the period that the pre-extraordinary adjustment Toll Rates were in force, and the
post-extraordinary adjustment Toll Rates and Consumer Price Index movements
during the period that post-extraordinary adjustment Toll Rates were in force.]1921
(c) Decrease in Toll Rates. Without prejudice to the provisions of Section 13.2 (a), at
any time during the Operation Period, the Concessionaire is obliged and the DPWH
may require the Concessionaire to apply for the approval of a corresponding
decrease in the Toll Rates in the event of any of the following circumstances:
(i) a decrease in the rate of any national or local taxes which are imposed on the
Concessionaire after the Signing Date; or
(ii) any exemption from liability to pay any tax, duty or other levy imposed by a
Government Authority and/or any costs savings following any favourable
Change in Law availed of by Concessionaire that became available after the
Signing Date.
Once the decrease in the Toll Rates is approved by the TRB, the Concessionaire is
authorized to immediately collect the revised decreased Toll Rates, subject to
publication as required in Section 13.1(b).
13.3. Remedies for Disallowance of Authorized Toll Rates
If, for any reason, a Government Authority disallows[prevents]22 the Concessionaire from
charging and collecting from users of the NAIA Expressway the authorized amounts of the
Toll Rates provided under Section 13.1 as adjusted under Section 13.2 at the prescribed
19
HL NOTE TO DPWH/DOF: WOULD THIS LAST SENTENCE BE CLEARER IF EXPRESSED AS A
21
FORMULA? SEE SIDE DOCUMENT FOR DOF/DPWH CONFIRMATION. IF ACCEPTED, WE
CAN INSERT HEREIN OR MAKE ADJUSTMENTS SO ONLY FORMULA IS USED TO COVER
BOTH WITH AND WITHOUT EXTRAORDINARY ADJUSTMENT SITUATIONS.
22
"PREVENTS" MAY COVER TRO/INJUNCTIONS, MAKING THE REMEDIES UNWORKABLE. SUGGEST
REVERTING TO "DISALLOWS".
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time, the Concessionaire shall be entitled to either of the following alternative remedies,
whichever is mutually agreed upon by the DPWH and the Concessionaire:
(a) Compensation from the DPWH of the foregone toll income (“FTI”)foregone by the
Concessionaire as a direct result of a Government Authority's prevention of the
Concessionaire from charging and collecting Toll Rates (“Forgeone Toll Income”),
which shall be calculated by month as follows:
FTI = (TRn - TRP) x NU
where:
TRn = new Toll Rate as authorized to be adjusted in accordance with

Section 13.2,
TRP = Toll Rate actually permitted by the TRB for the month, and
NU = Number of users of the NAIA Expressway during the same month,
as shown by the audited statement of the Concessionaire, as
verified, if necessary, by DPWH
The FTI Forgone Toll Income shall be calculated for every vehicle class and
paid monthly.
The DPWH shall pay the FTI (from available legally appropriated funds)seek the
allocation or appropriation of necessary funds and pay the Forgone Toll Income to
the Concessionaire on or before the date that is forty five (45) days after its receipt of
the audited statement from the Concessionaire. Should there be a delay in the
payment of the FTIForgone Toll Income beyond the said forty five (45)-day period,
the DPWH shall pay interest to the Concessionaire on the amount of that payment at
the rate equivalent to the three (3) month Philippine Dealing System Treasury Fixing
(“PDST-F”) reference rate per annum (the "Delay Interest"), and that interest shall
accrue from the date the relevant payment became due until the date of actual
payment.
(b) Extension of the Concession Period to compensate the Concessionaire for the
FTIForgone Toll Income calculated in Section 13.3 (a). The length of the extension
shall be mutually agreed upon by the Parties.
(c) If DPWH fails to pay the FTIForgone Toll Income with Delay Interest to the
Concessionaire and both Parties acting reasonably fail to agree on the extension in
Section 13.3 (b) on or before the date that is two (2) years after the Concessionaire is
disallowed from charging and collecting authorized Toll Rates from users of the NAIA
Expressway, this shall be considered a DPWH Default in accordance with Section 17.3
(a)(iii).
SECTION 14.0 INSURANCE
14.1. Coverage
(a) From issuance of the Notice to Proceed until the issuance of the Toll Operation
Certificate, the Concessionaire shall maintain at all times:

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(i) Contractors’Construction Contractor’s All Risks Insurance, at least to the
extent of Four Billion Nine Million Pesos (PhP 4,900,000,000).23
(ii) Third party liability insurance
(iii) Worker’s compensation insurance
(iv) Any other insurance that may be necessary to protect the Concessionaire, its
employees and its assets against loss, damage or destruction, including as a
result of any Force Majeure Event that is insurable and not otherwise covered
by the insurances at Sections 14.1(a)(i)-(iii) provided the same is available in
the worldwide insurance market on reasonable terms
(b) From the issuance of the Toll Operation Certificate until the end of the Concession
Period or the termination of this Concession Agreement, whichever comes earlier,
the Concessionaire shall maintain at all times:
(i) Property damage insurance, at least to the extent of fifty percent (50%) of the
book value of the NAIA Expressway.
(ii) Third party liability insurance
(iii) Workers’ compensation insurance
(iv) Any other insurance that may be necessary to protect the Concessionaire, its
employees and its assets against loss, damage or destruction, including as a
result of any Force Majeure Event that is insurable and not otherwise covered
by the insurances at Sections 14.1(b)(i)-(iii) provided the same is available in
the worldwide insurance market on reasonable terms
(c) All insurance policies shall be secured from the Government Service Insurance
System or any reputable insurance companies licensed by the Insurance
Commission.
(d) The Concessionaire shall submit to the DPWH certified copies of the insurance
policies and all renewal certificates upon receipt thereof from the insurer.
(e) Each insurance policy required under this Section 14.1 shall provide that the same
shall not be cancelled or terminated unless ten (10) days' written notice of
cancellation is provided to the DPWH. If at any time the Concessionaire fails to
purchase and maintain in full force and effect any and all insurances required under
this Concession Agreement, the DPWH may at its option purchase and maintain
such insurance, and all sums incurred by the DPWH therefor shall be reimbursed by
the Concessionaire immediately on demand. Should the Concessionaire fail to
reimburse the costs of procuring and maintaining any required insurance policies to
the DPWH, the DPWH shall be entitled to call on the Construction Performance
23
INTERNATIONAL PRACTICE IS FOR THE INSURED AMOUNT TO BE AT LEAST EQUAL TO THE
VALUE OF THE CONSTRUCTION WORKS . WE CONSIDER THIS FIGURE SHOULD NOT BE LIMITED
TO THE GFS. DOF/DPWH TO ADVISE.
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Security and/or the O&M Performance Security (as applicable) up to the value of
such amounts.
14.2. Insurance Beneficiaries.
The insurance policies taken by the Concessionaire for the Project under Section 14.1 shall
name the Concessionaire and the DPWH as co-insured parties of the insurance policies. The
proceeds of insurance policies arising from damage to or destruction of any of the assets
comprising the NAIA Expressway shall be used to complete, repair, rehabilitate or
reconstruct such assets, and the balance remaining, if any, shall be applied to payment of
Concessionaire’s other liabilities incurred by virtue of the Project.
SECTION 15.0 FORCE MAJEURE
15.1. Events of Force Majeure
(a) "Force Majeure" or "Force Majeure Event" refers to an event or a circumstance

which cannot be foreseen or even though foreseen is beyond the reasonable control
of a Party or is unavoidable despite the exercise of due diligence, the cause of which
event is not due to the fault of a Party, and which wholly or partially prevents or
delays such Party from performing and fulfilling its obligations under this
Concession Agreement. Except when otherwise expressly provided by law or stated
in this Concession Agreement, no failure or omission to carry out or observe any of
the terms, provisions or conditions of this Concession Agreement shall give rise to
any claim by any party against another party or be deemed to be a breach or default
of this Concession Agreement if the same shall be caused by or arise directly out of
Force Majeure. Force Majeure shall in no event include any pre-existing condition in
the site of the Project.
Force Majeure Events include without limitation the following:
 any war, declared or not

 hostilities,
 blockade,
 embargo,
 revolution,
 insurrection,
 riot,
 public disorder,
 export or import restrictions,
 closing of harbors, docks, canals or other assistance to or adjuncts of
shipping or navigation of or within any place,
 rationing or allocation, whether imposed by law, decree or regulation by, or
by compliance of industry at the insistence of, any Government Authority, in
each of the above cases,
 fire,
 unusual flood,
 drought,
 earthquake,

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 volcanic eruption,
 storm,
 lightning,
 tide (other than normal tide),
 tsunami,
 air crash,
 archeological finds,
 hazardous materials,
 unexploded ordnance,
 nuclear contamination,
 epidemic,
 quarantine,
 any instance analogous to the foregoing, or any event, matter or thing,
wherever occurring.
(b) Notwithstanding the foregoing, the occurrence of any Force Majeure Event shall not
release any Party from its monetary obligations.
(c) The burden of proof for a Force Majeure Event and its effect on the performance of
obligations or the delivery of services under this Concession Agreement lies with the
Party that issued the notice of Force Majeure under Section 15.2.
(d) If as a result of a Force Majeure Event, the Project or any part thereof or the
operations of Concessionaire or any part thereof, become the subject matter of or are
included in any notice, notification, or declaration concerning or relating to
temporary takeover by the Republic of the Philippines in times of war, hostilities or
national emergency when public interest requires, DPWH may, by written notice to
Concessionaire, immediately take over the operations of the NAIA Expressway.
During such take over by the Republic of the Philippines, the Concession Period
shall be suspended; provided, that upon termination of war, hostilities or national
emergency, the operations shall be returned to Concessionaire, at which time, the
Concession Period shall resume. The Parties shall meet to agree on how to enable
the Concessionaire to recover from the adverse financial effects, if any, of the
temporary takeover, through:
(i) an extraordinary Toll Rate adjustment;
(ii) an extension of the Concession Period;
(iii) other methods consistent to be mutually agreed by both Parties.
15.2. Notification of Force Majeure
The Party invoking a Force Majeure Event shall, upon knowledge of such event and in any
case within two (2) days from the time it is practicable for such Party to serve notice to the
other Party, shall immediately notify the other Party of the occurrence or cessation of the
Force Majeure Event and the extent to which such Force Majeure Event affects the notifying
Party's obligations under this Concession Agreement.

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15.3. Obligation of Each Party in the Event of Force Majeure
(a) If a Force Majeure Event or a direct consequence thereof, prevents or delays a Party
from performing its obligations hereunder or, in the opinion of such Party, adversely
affects any of its rights or benefits under this Concession Agreement, such Party
shall be responsible for taking such actions and precautions as may be reasonably
necessary to mitigate the adverse effects of the Force Majeure Event acting in
accordance with Prudent Industry Practice. To the extent the Force Majeure Event
and the adverse effects thereof could not be so mitigated, the Party invoking a Force
Majeure Event shall be excused from performance of those obligations that are
directly affected by the Force Majeure Event.
(b) The Parties will consult with each other and take all reasonable steps to minimize the
losses of either Party resulting from a Force Majeure Event.
(c) All insurance proceeds received by or payable under any insurance policy covering
force majeure shall be utilized to repair or reconstruct the NAIA Expressway. The
Concessionaire shall be responsible for any repairs or reconstruction to the NAIA
Expressway caused by the Force Majeure Event as soon as possible.
(d) Provided the insurance policies required under Section 14.1 are in force at the time
of the Force Majeure Event, if the Concessionaire serves notice to the DPWH that
the insurance proceeds received or to be received or payable by reason of any such
damage will be insufficient to cover the costs of the required reconstruction of repair
work on the damage to the NAIA Expressway, the Concessionaire and DPWH shall
meet to discuss how the Concessionaire can be compensated for the difference
between these costs and the insurance proceeds received or to be received (the "FM
Shortfall Amount"). Notwithstanding the ongoing nature of any discussions
between the Parties regarding compensation for the FM Shortfall Amount, the
Concessionaire shall be responsible for conducting the necessary repairs and
reconstruction work and raising the funds for such purpose, unless the NAIA
Expressway is expressly taken over by the DPWH without the fault of the
Concessionaire or the DPWH agrees to a recommendation from the Concessionaire
to suspend such work.24
(e) The Parties hereby agree that any FM Shortfall Amount incurred by the
Concessionaire pursuant to Section 15.3 (d) shall, provided that [it exceeds an
amount equal to Five Hundred Millions Pesos (PhP 500,000,000)]20, be repaid by
means of any one or a combination of the following at the option of DPWH:
(i) an appropriate extraordinary adjustment of Toll Rates, as provided in Section

13.2; and/or
(ii) an appropriate extension of the Concession Period, where the length of the
extension shall be subject to agreement by the Concessionaire.
24
NOTE TO DOF/DPWH – IS CONCESSIONAIRE REQUIRED TO RECONSTRUCTION WORK EVEN
WHEN NO FUNDS FORTHCOMING OR THERE ARE INADEQUATE FUNDS?
20
HL NOTE: DPWH/DOF TO CONFIRM AMOUNT.
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(iii) direct payment in cash
(iv) other means as may be mutually agreed by the Parties.
The extraordinary adjustment of Toll Rate contemplated under this Section shall take
effect as of the date of the approval thereof as provided in Section 13.2 and the
resumption of operation of the NAIA Expressway.
If on or before the date that is six (6) months after the commencement of
negotiations between the DPWH and the Concessionaire, the Parties are unable to
agree on how to compensate the Concessionaire under this subsection for the FM
Shortfall Amount, either Party shall have the right to terminate this Concession
Agreement and the provisions under Section 17.4 (ca) shall apply.
(f) If a Force Majeure Event does not cease on or before the date that is six (6) months
after the date of the notice required pursuant to Section 15.2 either party shall have
the right to terminate this Concession Agreement through the issuance to the other
Party of a Notice of Termination, in which case the provisions under Section 17.4
(ca) shall apply. If the Concessionaire elects not to terminate this Concession
Agreement and instead elects to extend the Concession Period, it must give notice to
DPWH stating the election it has made and the period (not exceeding the duration of
the Force Majeure Event) by which it proposes the Concession Period to be
extended. Upon concurrence by the DPWH, the DPWH shall issue or obtain all
Consents which may be required or necessary to extend the Concession Period by
such period as requested by the Concessionaire.
(g) Upon the occurrence of any Force Majeure Event during the Operation Period, the
Concessionaire shall continue to be responsible for performing such of its
obligations relating to Operation and Maintenance as are still possible to be
performed, whether wholly or partially. Irrespective of the occurrence of a Force
Majeure Event, the Concessionaire shall continue to be responsible for the safety of
the NAIA Expressway and its users. Unless otherwise agreed upon by the Parties,
the occurrence of a Force Majeure Event affecting the Concessionaire’s obligations
relating to Operation and Maintenance shall not result in the closure of the damaged
portion of the NAIA Expressway. If a temporary closure is unavoidable for safety
reasons or so as to make possible the performance of any required reconstruction or
repair work, the NAIA Expressway shall be opened to the public as soon as possible
by taking the necessary measures and precautions under the circumstances.
SECTION 16.0 MATERIAL ADVERSE GOVERNMENT ACTION
16.1. Definition
Material Adverse Government Action means any national government agency action which
has a material adverse effect on any of the rights and privileges of, or on the enjoyment
and/or exercise thereof by, the Concessionaire under this Concession Agreement, or which
has a material adverse effect on the Construction Schedule or the Concessionaire’s ability to
comply with its financial and/or other contractual obligations, including but not limited to
any of the following:

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(a) a Change in Law;
(b) the imposition or change in rate of any new national or local tax except value-added
tax.
16.2. Consequences of a Material Adverse Government Action
(a) If a Material Adverse Government Action occurs, the Concessionaire shall provide
written notice to the DPWH thereof within thirty (30) days of becoming aware of the
same with supporting evidence. The Concessionaire shall have the burden of proving
both the existence of any Material Adverse Government Action and the effect (both
as to nature and extent) which any such Material Adverse Government Action has
on its performance and its costs or losses arising from the Material Adverse
Government Action.
(b) If the Concessionaire is rendered wholly or partly unable to perform its obligations
under this Concession Agreement directly as a result of such Material Adverse
Government Action, it shall be excused from performance of such obligations to the
extent that it is unable to perform on account of such Material Adverse Government
Action provided that:
(i) the suspension of performance shall be of no greater scope and of no longer

duration than is reasonably required by the Material Adverse Government
Action;
(ii) the Concessionaire shall make all reasonable efforts to mitigate or limit the
effects of the Material Adverse Government Action on its performance of the
Concession Agreement; and
(iii) when the Concessionaire is able to resume performance of its obligations

under the Concession Agreement, it shall give to the DPWH written notice to
that effect and shall promptly resume performance of such obligations.
(c) If a Material Adverse Government Action or combination of Material Adverse

Government Actions in the aggregate negatively affects the Concessionaire’s cash
flows by more than Five Hundred Million Pesos (PhP500,000,000) in present value
terms over the duration of the Concession (calculated at the time the Concessionaire
claims such financial threshold to have been met), and provided that the
Concessionaire has taken all reasonable steps to mitigate the effects of such Material
Government Action and minimise its costs or losses arising therefrom, the
Concessionaire shall immediately notify the DPWH to that effect. On or before the
date that is seven (7) days after such notification, the Parties shall meet to discuss in
good faith how the Concessionaire shall be compensated by the DPWH for such
negative financial effect. Such compensation may include either, or a combination
of, an extraordinary adjustment in Toll Rates, extension of the Concession Period,
rescheduling of the Construction Schedule or of the Project implementation
schedule, and/or such other remedies or compensation as may be agreed by the
Parties.

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(d) The Parties shall conduct negotiations in good faith for a period not exceeding
ninety (90) days from date of the Concessionaire’s notification to the DPWH under
Section 16.2(c), unless a longer period is specifically provided or agreed among the
Parties, after which, if they are unable to reach an agreement within the said period,
the matter shall be determined in accordance with Section 21.0.
SECTION 17.0 DEFAULT AND TERMINATION
17.1. General Principles
(a) This Concession Agreement shall not terminate or be terminated for any reason
other than as set forth in this Concession Agreement.
(b) Any Notice of Termination required hereunder shall state the specific cause(s) for
such termination.
(c) Notwithstanding any Notice of Default and Notice of Termination, the Parties
particularly the Concessionaire, are still obliged to perform their respective
obligations under this Concession Agreement and in the event of Termination, to
extend utmost cooperation and assistance such that the objectives of the Project are
not frustrated, the right and convenience of the public to use the NAIA Expressway
as well as traffic in surrounding areas are not adversely affected and any adverse
effect from the default or termination are generally minimized or avoided altogether.
17.2. Concessionaire Default
The following shall constitute a Concessionaire Default:
(a) Concessionaire Default before Construction
If the Concessionaire fails to deliver the Certified DED to the DPWH on or before
the date that is twelve (12) months after the Signing Date in accordance with
Section 9.2 (c).
(b) Concessionaire Default during Construction
(i) If the Concessionaire fails to submit to the DPWH the required evidence of
Financial Closure for the Project on or before the date that is three (3)
months after delivery of the Basic Right of Way by the DPWHDPWH’s
issuance of the Notice to Proceed, in accordance with Section 7.2.
(ii) If the Independent Consultant certifies to the DPWH that the Concessionaire
has suspended or abandoned the Construction of the NAIA Expressway.
Suspension shall mean that Concessionaire has not accomplished any
progress in construction for a period of at least sixty (60) days. Abandonment
shall mean that Concessionaire has substantially reduced personnel or
removed further required equipment from the Project such that, in the
opinion of an experienced construction manager, the Concessionaire would

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not be capable of maintaining progress in accordance with the Construction
Schedule.
(iii) Failure byIf the Concessionaire fails to submit the O&M Manuals to the
DPWH on or before the date that is eighteen (18) months after issuance of
the Notice to Proceed in accordance with Section 12.310.4 (ae).
(iv) If the Concessionaire fails to complete the Construction satisfactorily and

obtain a certification from the Independent Consultant that all the
requirements in Section 10.10 (c) have been fulfilled prior to the
Construction Long-stop Date.
(v) Failure byIf the Concessionaire fails to submit to DPWH the Quarterly
Report on Construction required under Section 10.4 (d) within the required
deadline.
(c) Concessionaire Default During the Operation Period
(i) [If the Concessionaire fails to commence operation of the NAIA Expressway
on or before the date that is thirty (30) days after the effective date of the Toll
Operation Certificate.]21
(ii) Incurrence ofIf the Concessionaire incurs O&M Liquidated Damages in

excess of Twenty Five Thousand (25,000) Toll Equivalent Units in any
calendar quarter in accordance with Section 12.3 (d).
(iii) FailureIf the Concessionaire fails to submit to DPWH a Monthly Report on

Operations and Maintenance required under Section 12.4 (c) within the
required deadline.
(iv) If the Concessionaire does not submit the as-built drawings of the Phase I
Adjustment Works and Phase II and/or the updated Asset Register and/or the
Construction Completion Report on or before the date that is six (6) months
after issuance of the Certificate of Final Completion in accordance with
Section 10.10 (h).
(d) Other Concessionaire Defaults from Signing of Concession Agreement to End of the
Concession Period
(i) FailureIf the Concessionaire fails to maintain the Construction Performance

Security as required under Section 6.0.
(ii) FailureIf the Concessionaire fails to deliver to the DPWH the O&M
Performance Security on or before the date that is two (2) days after issuance
21
HL NOTE TO DPWH/DOF: CONCESSIONAIRE IS REQUIRED TO PUBLISH FIRST YEAR TOLL ONCE
A WEEK FOR THREE WEEKS PRIOR TO OPERATION. WE HAVE THEREFORE CHANGED THE EoD
TRIGGER TO THIRTY DAYS. IS THIS AGREEABLE TO DPWH/DOF?
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of the Independent Consultant's notice under Section 10.10 (e) or to maintain
the O&M Performance Security as required under Section 12.5.
(iii) FailureIf the Concessionaire fails to deliver the Defects Performance Security
no later than one (1) year prior to the end of the Concession Period in
(iv) FailureIf the Concessionaire fails to designate a Facility Operator where

applicable in accordance with Section 12.2 on or before the date that is (ten
days / three months- still open issue) after the issuance of the Certificate of
Final Completion.Notice to proceed,
(v) Replacement ofIf the Concessionaire replaces the Facility Operator without
the DPWH's prior written consent in accordance with Section 12.2 (g).
(vi) If the Facility Operator ceases to comply with the requirements of Section
12.2 (a), or a replacement Facility Operator ceases to comply with the
requirements set out in Section 12.2 (g).
(vii) FailureIf the Concessionaire fails to apply for, or, as applicable, fails to cause
the Facility Operator to apply for, as applicable, the Toll Operation
Certificate on or before the date that is seven (7) days after issuance of the
Certificate of Final Completion in accordance with Section 12.3 (b).
(viii) If the Concessionaire ceases to prosecute and carry out the Project with no
manifest intention of resumption, either in whole or in material part.
(ix) If the Concessionaire assigns this Concession Agreement to any third party
without the prior written consent of DPWH in accordance with Section
22.123.1.
(x) If the required ownership structure in Section 22.222.0 is violated by

Concessionaire or any of its stockholders.
(xi) If the Concessionaire is being liquidated and dissolved for reasons other than
insolvency, or is declared insolvent and/or if the Concessionaire’s Lenders
have determined that the Concessionaire is in default or unable to fulfill its
obligations to them. Notwithstanding any provisions to the contrary in this
Concession Agreement, this Section 17.2 (d)(xi) shall be considered a non-
curable default and shall entitle DPWH to exercise its rights to terminate this
Concession Agreement under Section 17.2.
(xii) If the Concessionaire violates any laws and regulations of the Republic of the
Philippines, and such violation has a material adverse effect on its ability to
perform its obligations under this Concession Agreement and/or has a
material adverse effect on DPWH.
(xiii) If the Concessionaire fails to secure or maintain the required insurance

coverage under Section 14.0 of this Concession Agreement.

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(xiv) If the Concessionaire replaces its Construction Contractor identified in
Annex F, without the prior written consent of DPWH as required in
accordance with Section 10.4 (b)(i).
(xv) FailureIf the Concessionaire fails to pay the DPWH any due amount
exceeding Five Million Pesos (PhP5,000,000).
(xvi) If the Concessionaire’s Debt-EquityLeverage Ratio exceeds the Permitted

Debt-EquityLeverage Ratio specified at Section 7.1 at any time.
(xvii) Violation of Section 18.0 of this Concession Agreement.
(xviii) Otherwise, if the Concessionaire is in material breach of any of its

obligations, representations or warranties under this Concession Agreement.
(xix) If the Concessionaire fails to pay for its share of the remuneration of the
Independent Consultant, in accordance with Section 11.4 (b).
(xx) If the Concessionaire fails to update the Asset Register in accordance with
Section 12.4 (d).
(xxi) If the Concessionaire fails to submit a report listing all entities which own,
either directly or indirectly through an Affiliate, 5% or more of the issued
common shares of stock of the Concessionaire on or before the date of each
anniversary of the Signing Date during the term of the Concession
Agreement, in accordance with Section 22.0 (f).25
(e) Due Process in Case of Concessionaire Default
(i) Upon the occurrence of any Concessionaire Default, the DPWH shall serve a
written Notice of Default to the Concessionaire, stating the nature of the
Concessionaire Default, and shall require the Concessionaire to remedy the
Concessionaire Default within a curing period of ninety (90) days from its
receipt of such Notice of Default. The DPWH shall furnish copies of such
Notice of Default to the Concessionaire’s Lenders simultaneously if
expressly requested to by the Concessionaire, and if the Concessionaire has
previously provided DPWH with the contact information of its Lenders. To
expedite the curing process, the DPWH and the Concessionaire shall
promptly meet, on or before the date that is seven (7) days after receipt of the
Notice of Default, to negotiate in good faith for the purpose of reaching an
agreement as to the means, period, and other terms and conditions for the
curing of the Concessionaire Default. If the Concessionaire fails to remedy
the default within the curing period, the DPWH may issue a Notice of
Termination, without prejudice to all other rights or remedies.
(ii) From the date the Concessionaire receives a copy of the Notice of
Termination, the Lenders shall have a period of ninety (90) days to appoint a
25
DOF TO CLARIFY THE TERM "ECONOMIC INTEREST". WE HAVE DRAFTED THE REQUIREMENT
ON THE BASIS OF EQUITY STAKE ONLY, IS THIS AGREEABLE TO DOF/DPWH?
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Substitute Concessionaire and provide DPWH with evidence that the
Substitute Concessionaire fulfills the following requirements:
(1) If the Termination occurs prior to the issuance of the Toll Operation
Certificate, the Substitute Concessionaire shall have to fulfill the
requirements in Annex [Sections 3.1, 3.2 and 3.3 of the Instructions to
Bidders ]22. 26
(2) If the Termination occurs after the issuance of the Toll Operation
Certificate, the Substitute Concessionaire shall have to fulfill the
requirements in Annex [Sections 3.1, 3.2 (b), 3.2 (e) (5) to (7), and
3.3 of the Instructions to Bidders ]23. It shall also have to have, at the
time of the substitution, a Facility Operator who meets the
requirements set out in Section 12.2(gf).
(iii) Provided the Substitute Concessionaire meets these requirements, DPWH

shall not unreasonably withhold approval of the Substitute Concessionaire. If
a Substitute Concessionaire that meets these requirements is not appointed by
the Lenders within the prescribed period of ninety (90) days from the
issuance of the Notice of Termination, this Concession Agreement shall
automatically be deemed terminated.
(iv) After the issuance of a Notice of Termination, the DPWH may take over full
control of the NAIA Expressway or require the Concessionaire to continue to
perform its obligations under this Concession Agreement for a reasonable fee
until a turnover to the Substitute Concessionaire or another party can be
effected.
(v) The substitution shall be effective upon concurrence by the DPWH that the
Substitute Concessionaire meets the requirements specified in Section 17.2
(e)(ii). The DPWH and Concessionaire shall, during the turnover of the
NAIA Expressway, extend all reasonable assistance to the Substitute
Concessionaire to enable it to perform its rights and obligations under the
Concession Agreement. If necessary, the DPWH shall be obliged to seek the
issuance of the Toll Operation Certificate for the Substitute Concessionaire
or, as applicable, its Facility Operator from the TRB. DPWH shall give its
concurrence or rejection on or before the date that is twenty (20) days after
written notice of the proposed appointment of the Substitute Concessionaire
by the Lenders. Upon such concurrence by DPWH, this Concession
Agreement shall be novated from the Concessionaire to the Substitute
Concessionaire and the latter shall be entitled to exercise the rights,
privileges, and shall bear all obligations of the Concessionaire under this
Concession Agreement. Should DPWH not give its concurrence on or before
the date that is twenty (20) days after the notice of the proposed appointment,
22
CONFIRM SECTION NUMBERS ONCE ITB FINALISED. HL'S VIEW IS THAT IT IS PREFERABLE FOR
ALL SUCH ITB REQUIREMENTS TO ACTUALLY BE REPLICATED WITHIN THE TCA FOR
COMPLETENESS AND SO THE TCA CAN BE CONSIDERED A STANDALONE DOCUMENT.
26
ANNEXES TO INCLUDE ITB CLAUSE 11 PARTICULARLY IN FINAL TCA ISSUED FOR BID.
23
CONFIRM SECTION NUMBERS ONCE ITB FINALISED.
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provided that ninety (90) days have not yet transpired since the
Concessionaire’s receipt of the Notice of Termination, the Lenders may
appoint another Substitute Concessionaire, and the process outlined in this
Section will be repeated.
(vi) If the Concessionaire Default from its occurrence is not capable of being
cured, then the DPWH may serve a Notice of Default and, consequently a
Notice of Termination to the Concessionaire, specifying therein the nature of
the Concessionaire Default and the reasons why in the DPWH’s opinion the
Concessionaire Default is not capable of being cured, and stating likewise the
date on which the Termination shall become effective. In this case, the
Lenders may exercise their step-in right by nominating a Substitute
Concessionaire within ninety (90) days from the receipt by the
Concessionaire of the Notice of Termination.
(vii) After the issuance of a Notice of Termination, if requested by DPWH, the

Concessionaire shall:
(1) withdraw from the Project,
(2) assign to DPWH (without recourse to Concessionaire) such of

Concessionaire’s contracts or subcontracts as DPWH may request and
shall
(3) deliver and make available to DPWH all proprietary information,

patents, licenses and other intellectual property rights of
Concessionaire related to the Project reasonably necessary to permit
DPWH to complete or cause the completion of the Construction or to
take over the Operation and Maintenance of the NAIA Expressway;
(4) authorize DPWH to use such information in completing or for the

Operation and Maintenance of the NAIA Expressway;
(5) remove such materials, equipment, tools and instruments, debris or

waste materials used or generated by ConcessionareConcessionaire in
the performance of the Project as DPWH may direct; and
(6) give DPWH any or all designs, drawings and site facilities of the
Concessionaire related to the Project necessary for completion of the
Construction or the Operation and Maintenance.
(viii) After the issuance of a Notice of Termination, DPWH, without incurring any
liability to Concessionaire, shall have the right (either with or without the use
of Concessionaire’s materials, equipment, tools, and instruments) to have the
Construction of the Project finished whether by enforcing any security given
by or for the benefit of Concessionaire for its performance under this
Concession Agreement or otherwise, in which case DPWH shall have the
right to take possession of and use all equipment, materials, tools, and
instruments of Concessionaire necessary for completion of the Construction

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of the Project, and Concessionaire shall have no right to remove such items
from the Project until such completion.
(ix) DPWH may, but is not obligated to, make such payments or perform such
obligations as are required to cure a Concessionaire Default and charge the
cost of such payment or performance to the Concessionaire.
(x) DPWH may seek damages, including proceeding against any bond, guaranty,
letter of credit or other security given by or for the benefit of Concessionaire
for its obligations under this Concession Agreement.
17.3. DPWH Default
(a) The following events shall constitute DPWH Default: 27
(i) FailureIf the DPWH fails to release Government Financial Support in the
amount specified in Section 7.4 on or before the date that is thirty (30) days
after receipt of a Works Completion Statement certified by the Independent
Consultant confirming completion of the relevant proportion of the
Construction in accordance with Section 7.4.
(ii) Failure to secure from the TRBIf, after the Concessionaire28 submits all the
requirements for the issuance of a the Toll Operation Certificate to the Toll
Regulatory Board as specified in Annex C, the Toll Regulatory Board fails to
issue the Toll Operation Certificate on or before the date that is ten (10) days
after the submission of complete requirements for its issuance of the
application for the Toll Operation Certificate as required under, in
accordance with Section 12.3 (b), provided that the required procedures were
complied with by the Concessionaire and any delay is not due to any act or
omission of the Concessionaire.
(iii) Failure to pay the FTI with theIf the DPWH fails to compensate the
Concessionaire for Foregone Toll Income, with Delay Interest to, and the
DPWH and the Concessionaire and failurefail to agree on an extension to the
Concession Period on or before the date that is two (2) years after the date the
Concessionaire is disallowed from charging and collecting authorized Toll
Rates from users of the NAIA Expressway, in accordance with Section 13.3.
(iv) Other than in respect of the DPWH's obligations under Section 8.1, material
breach of any of DPWH’sif the DPWH materially breaches any of its
representations or warranties and non-fulfillment of, or fails to fulfill any
27
FAILURE TO DELIVER THE ROW HAS NOT BEEN INCLUDED AS AN EoD BECAUSE SUCH FAILURE
WAS DECIDED EARLIER BY THE GOVERNMENT TEAM TO BE SUBJECT TO A SEPARATE
COMPENSATION MECHANISM (WHEREBY THE DPWH TERMINATION PAYMENT IN ANNEX J IS
NOT APPLICABLE).
28
DPWH SHOULD PERHAPS NOT BE INCLUDED HERE BECAUSE THIS COMES UNDER DPWH
DEFAULT. IF THE CONCESSIONAIRE IS NOT AT FAULT FOR THE NON-ISSUANCE OF THE TOC,
THEN IT SHOULD BE A DPWH DEFAULT IRRESPOECTIVE OF WHO OR WHAT ULTIMATELY
CAUSED IT.
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obligations under this Concession Agreement that, and such breach or failure
has a material adverse effect on the Concessionaire's ability to carry out the
Project.
(v) Taking or seizure of control or ownership of the Concessionaire, and/or of

the majority of its shares, which may be issued and outstanding at any time
and from time to time, or a taking or expropriation of any of the
Concessionaire’s assets, as by nationalization, expropriation and/or other
legal process, except as provided for in Section 15.1(d).
(b) Due Process in Case of DPWH Default
(i) Upon the occurrence of any of the events of DPWH Default, the
Concessionaire shall serve a written Notice of Default to the DPWH, stating
therein the nature of the DPWH Default, and shall request that the default be
cured by the DPWH within one hundred twenty (120) days from its receipt of
the Notice of Default.
(ii) To expedite the curing process, the DPWH and the Concessionaire shall
promptly meet, on or before the date that is seven (7) days after receipt of the
Notice of Default, to negotiate in good faith for the purpose of reaching an
agreement as to the means, period, and other terms and conditions for the
curing of the DPWH Default.
(iii) If the DPWH and the Concessionaire cannot agree as to the means, period,
and other terms and conditions for the curing of the DPWH Default, or if the
DPWH fails to cure itsa DPWH Default within one hundred twenty (120)
days, the Concessionaire may serve a written Notice of Termination to the
DPWH terminating this Concession Agreement.
17.4. Consequences of Termination
(a) DPWH Default

If the Concessionaire terminates this Concession Agreement due to a DPWH
Default, the Concessionaire shall have the right to a DPWH Termination Payment,
as follows:
(i) If termination occurs prior to the issuance of the Toll Operation Certificate,
the DPWH Termination Payment shall be computed in accordance with
Annex J, Section A.1.
(ii) If termination occurs after issuance of the Toll Operation Certificate the
DPWH Termination Payment shall be computed in accordance with Annex J,
Section A.2.
(b) Concessionaire Default
If DPWH terminates the Concession Agreement due to a Concessionaire Default, no

compensation shall be payable to the Concessionaire, without prejudice to the

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entitlement of DPWH to damages under Section 17.2 (e)(x). If DPWH terminates the
Concession Agreement due to a Concessionaire Default prior to issuance of the
Certificate of Final Completion, the DPWH shall have the option to purchase (and
upon exercise of such option, the Concessionaire shall be obliged promptly to deliver
to the DPWH) the Construction works in progress at the Termination Date relating to
Phase II and/or the Phase I Adjustment Works upon payment of a DPWH
Termination Payment computed in accordance with Annex J, Section C.
(a) (c) Force Majeure
If either Party terminates this Concession Agreement due to a failure to agree, within
a period of six (6) months commencing on the start of negotiations between the
Parties, on how to compensate the Concessionaire for FM Shortfall Amounts, in
accordance with Section 15.3(e), or due to an extended Force Majeure Event, as
contemplated in Section 15.3 (f), the Concessionaire shall have the right to a DPWH
Termination Payment, as follows:
(i) If termination occurs prior to issuance of the Toll Operation Certificate and
the Concessionaire restores the NAIA Expressway to its condition prior to
the occurrence of the Force Majeure Event, the DPWH Termination Payment
shall be computed in accordance with Annex J, Section B.1.a.
(ii) If termination occurs prior to issuance of the Toll Operation Certificate and
the Concessionaire does not restore the NAIA Expressway to its condition
prior to the occurrence of the Force Majeure Event, the DPWH Termination
Payment shall be computed in accordance with Annex J, Section B.1.b.
(iii) If termination occurs after issuance of the Toll Operation Certificate and the
Concessionaire restores the NAIA Expressway to its condition prior to the
occurrence of the Force Majeure Event, the DPWH Termination Payment
shall be computed in accordance with Annex J, Section B.2.a.
(iv) If termination occurs after issuance of the Toll Operation Certificate and the
Concessionaire does not restore the NAIA Expressway to its condition prior
to the occurrence of the Force Majeure Event, the DPWH Termination
Payment shall be computed in accordance with Annex J, Section B.2.b.
(b) Concessionaire Default
If DPWH terminates the Concession Agreement due to a Concessionaire Default, no

compensation shall be payable to the Concessionaire, without prejudice to the
entitlement of DPWH to damages under Section 17.2 (e)(x). If DPWH terminates the
Concession Agreement due to a Concessionaire Default prior to issuance of the
Certificate of Final Completion, the DPWH shall have the option to purchase (and
upon exercise of such option, the Concessionaire shall be obliged promptly to deliver
to the DPWH) the Works in Progress relating to Phase II and/or the Phase I
Adjustment Works upon payment of the DPWH Termination Payment29 computed in
accordance with Annex J, Section C.
29
WHILST WE UNDERSTAND THE RATIONALE FOR CHANGING THE TERM "DPWH TERMINATION
PAYMENT" TO "PAYMENT PRICE FOR WORKS IN PROGRESS", DOING SO DOES NOT HAVE ANY
SUBSTANTIVE EFFECT ON THE MEANING AND WILL REQUIRE KNOCK-ON ADDITIONAL
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(c) DPWH Default
If the Concessionaire terminates this Concession Agreement due to a DPWH

Default, the Concessionaire shall have the right to a DPWH Termination Payment,
as follows:
(i) If termination occurs prior to the issuance of the Toll Operation Certificate,
the DPWH Termination Payment shall be computed in accordance with
Annex J, Section A.1.
(ii) If termination occurs after issuance of the Toll Operation Certificate the
DPWH Termination Payment shall be computed in accordance with Annex J,
Section A.2.
(d) Termination Payment
(i) Any DPWH Termination Payment under Sections 17.4 (a), (b) and (c) shall
be in Philippine Pesos, which may be paid outright in cash deposited with the
bank account designated by the Concessionaire or by the issuance of a
promissory note from the Republic of the Philippines through the Department
of Finance. If the DPWH opts to settle the DPWH Termination Payment by
promissory note, DPWH shall cause the issuance by the Republic of the
Philippines through the Secretary of Finance of two (2) promissory notes
payable by the Republic of the Philippines to the Concessionaire, reflecting
two equal amortizations of the total amount owed to Concessionaire,
including interest that shall accrue from Termination Date on the outstanding
amounts, which shall be based on the two year PDST-F rate and due and
payable at the end of the first and second years, respectively, of their date of
issuance.
(ii) The payment either in cash or the issuance of the promissory notes shall be
made not later than one hundred and eighty (180) days after the Termination
Date (“DPWH Termination Payment Date”), unless the Parties agree to
another period. Unpaid amounts shall accrue interest at the 6-month PDSTF
from the DPWH Termination Payment.
(iii) Upon receipt of the Notice of Termination, the Parties shall meet within two
(2) business days and continue to meet daily to determine the amount of the
DPWH Termination Payment. If the Parties cannot agree on the amount of
the Termination Payment on or before the date that is thirty (30) days after
the time of the receipt by one party of a Notice of Termination from the
other, the matter may be referred by any party to an Independent Expert
appointed in accordance with Section [21.321.2].
(iv) The DPWH Termination Payment shall be computed based on values as of

Termination Date, provided that for avoidance of doubt, cash flows
DRAFTING IN 17.4(d) AND ELSEWHERE WHICH ISN'T STRICTLY NECESSARY. WE WOULD

THEREFORE PROPOSE TO MAINTAIN TO THE ORIGINAL WORDING "DPWH TERMINATION
PAYMENT".
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realizedany cashflows earned by the Concessionaire during the intervening
period from Termination Date until the actual turnover of the cash
collectionscashflow (for tolls imposed and collected) to DPWH, shall be set-
off against the Termination Payment to avoid double counting of the values..
(v) The DPWH Termination Payment whether made in cash or promissory note,
shall be considered as full payment of all the obligations of DPWH. Its
payment, whether in cash or promissory note, shall extinguish any and all
rights and obligations of the Parties, their successors-in-interests and assigns
under this Concession Agreement. All other claims that were not demanded
or referred to arbitration prior to the DPWH Termination Payment Date, shall
also be deemed waived or settled by the Termination Payment.
(vi) For the avoidance of doubt, if the DPWH Termination Payment is made by
promissory note, the obligations of DPWH after its issuance shall be limited
to discharging its obligation to pay under that promissory note in accordance
with its terms.
(vii) If the DPWH has no further right to Liquidated Damages and/or O&M
Liquidated Damages (as applicable) as of the Termination Date, then the
DPWH shall return the Construction Performance Security and/ the O&M
Performance Security (as applicable), net of any amounts drawn, on the
DPWH Termination Payment Date.
17.5. Survival of Obligations after Termination
The respective obligations of the DPWH and the Concessionaire with respect to the
termination of this Concession Agreement as set forth in this Section 17.0 shall survive the
termination hereof.
SECTION 18.0 CORRUPT, FRAUDULENT, COERCIVE, UNDESIRABLE, AND

RESTRICTIVE PRACTICES
(a) The Concessionaire and its respective officers, employees, agents and advisers shall
observe the highest standard of ethics at all times.
(b) Notwithstanding anything to the contrary contained in the Concession Agreement,

the DPWH shallmay terminate the Concession Agreement, as the case may be,
without being liable in any manner whatsoever to the Concessionaire if it determines
that the Concessionaire has had any Conflict of Interest in the Bidding Process or,
directly or indirectly or through an agent, engaged in Corrupt, Fraudulent, Coercive,
Undesirable, or Restrictive Practice in the Bidding Process 30for the Project and/or
during the Concession Period. In such an event, the DPWH shall forfeit and
appropriate the Construction Performance Security and/or O&M Performance
Security, as the case may be, as mutually agreed genuine pre-estimated
compensation and damages payable to the DPWH towards, inter alia, time, cost and
effort of the DPWH, without prejudice to any other right or remedy that may be
30
DO WE LIMIT CONFLICT OF INTEREST ISSUE IN BIDDING PROCESS OR WOULD THIS BE A
CONCERN THROUGHOUT CONCESSION TERM?
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available to the DPWH hereunder or otherwise. The Concessionaire and any of its
contractors or any Subcontractors shall be prohibited from engaging any legal,
financial or technical advisors of DPWH in relation to the Project or who was an
employee of DPWH, save where such engagement or employment has ended or been
terminated for a period of not less than one (1) year. For the avoidance of doubt, this
prohibition does not apply to the institutions engaged by DPWH as legal, financial or
technical advisers, but does apply to the specific persons handling the transactions in
these instances.
(c) Without prejudice to the rights and remedies which the DPWH may have under the
Concession Agreement, if the Concessionaire is found by the DPWH to have directly
or indirectly or through an agent, engaged or indulged in any Corrupt, Fraudulent,
Coercive, Undesirable, or Restrictive Practice during the Concession Period, the
Concessionaire shall not be eligible to participate in any bidding of the DPWH from
the date the Concessionaire is found to have directly engaged or indulged in any
such practices.
(d) The DPWH shall seek to impose the maximum penalties for civil and criminal
liability available under the applicable law on individuals and organizations deemed
to be involved in Corrupt, Fraudulent, Coercive, Undesirable, or Restrictive Practice.
SECTION 19.0 TURNOVER
19.1. Mechanics of Turnover
(a) At the end of the Concession Period, the Concessionaire shall turnover to the DPWH
the NAIA Expressway in the condition required for turnover as described in Section
5.0 of the Minimum Performance Standards and Specifications.
(b) No later than the date that is two years prior to the end of the Concession Period, the
DPWH and the Concessionaire shall conduct a joint inspection and survey of the
condition of the NAIA Expressway. The Parties shall agree on the following:
(i) Assets to be turned over, which, at a minimum, shall include the NAIA
Expressway itself and all the assets in the most updated Asset Register.
(ii) The maintenance and repair work required to achieve compliance with the
requirements of the Minimum Performance Standards and Specifications
onfor the condition of the NAIA Expressway at turnover, and the amounts
required to undertake such maintenance and repair work.schedule for its
completion (the “Renewal Programme”). The Concessionaire shall prepare
the Renewal Programme and shall submit it to DPWH for its approval. If the
DPWH has any comments on the Renewal Programme the Concessionaire
shall submit a revised Renewal Programme to the DPWH which addresses
such comments.31
31
NEW WORDING PROPOSED FOR SECTION 19.1(b)(ii), 19.1(c), and 19.2(d) TO CLARIFY THE
CONCESSIOANIRE'S OBLIGATIONS WITH RESPECT TO HANDOVER. DOF/DPWH TO CONFIRM IF
THIS IS AGREEABLE.
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(iii) The Operation and Maintenance facilities, equipment, spare parts lists and
manuals and all instruction books necessary to operate and maintain the
Project safely, computer programs, data and files to be turned over to the
DPWH.
(iv) Training of the personnel of the DPWH for the latter’s eventual take-over of
the Project.
(v) Requirement that all equipment and facilities turned over pursuant to this
Concession Agreement shall meet the standards provided in this Concession
Agreement including the O&M Manuals and/or manufacturer’s manual as of
the time of the turnover.
(c) Upon receipt of the DPWH's approval under Section 19.2(b)(ii) the Concessionaire
shall implement the Renewal Programme. The Concessionaire shall provide DPWH
with a monthly report on progress of the maintenance and repair work against the
Renewal Programme. Where progress in any month is behind the schedule specified
in the Renewal Programme, the next monthly report shall also include the
Concessionaire's proposals for recovering such schedule32.
(d) (c) No later than thirtythree (303) daysmonths nor earlier than six (6) months prior to
the end of the Concession Period, the Parties shall conduct a final joint inspection
and survey of the NAIA Expressway to confirm that its condition complies with
Minimum Performance Standards and Specifications, or to confirm the extent to
which it does not so comply. Any non-compliance with the Minimum Performance
Standards and Specifications shall be cured by the Concessionaire at its own cost and
expense.
(e) (d) Upon the end of the Concession Period or upon Termination Date in the event of
early termination, the Concessionaire if requested by DPWH, shall withdraw from
the Project site, assign to DPWH (without recourse to Concessionaire) such
Concessionaire’s subcontracts as DPWH may request, and deliver and make
available to Concessionaire all proprietary information, patents, and licenses of
Concessionaire related to the Project reasonably necessary to permit DPWH to
complete or cause the completion of the Project. In connection therewith
Concessionaire authorizes DPWH to use such information in completing the Project,
to remove such materials, equipment, tools and instruments used by any debris or
waste materials generated by Concessionaire in the performance of the Project as
DPWH may direct and to take possession of any or all designs, drawings and site
facilities of Concessionaire related to the Project necessary for completion of the
Project.
(f) (e) The Concessionaire shall assign to the DPWH, and the latter shall be subrogated
to, any and all rights and benefits which it is able to subrogate or assign, including
any unexpired warranties in respect of the Project, its equipment and systems.
19.2. Cost of Turnover
32
DPWH/DOF MAY WANT TO CONSIDER IMPOSING O&M LIQUIDATED DAMAGES IN SUCH
CIRCUMSTANCES. TO BE DISCUSSED.
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The Concessionaire shall bear all costs incurred in the turnover under Section 19.1 and shall,
at its own expense, obtain and effect all applicable Government Authority approvals and
take such action as may be necessary for the transfer pursuant to this Section 19.0. These
costs and expenses shall include the following:
(a) legal fees;
(b) all national and local taxes, if any; and
(c) fees charged by any Government Authority.
19.3 Liability for Defects after Turnover
The Concessionaire shall be liable for all defects and deficiencies in the NAIA Expressway
for a period of one year after the end of the Concession Period, and it shall have the
obligation to repair or rectify, at its own cost, all defects and deficiencies observed by the
DPWH during this period such that the NAIA Expressway conforms with the Minimum
Performance Standards and Specifications. In the event the Concessionaire fails to repair or
rectify such defect or deficiency on or before the date that is fifteen (15) days after the date
the DPWH provides written notification of the defect or deficiency33, the DPWH shall be
entitled to have the same repaired or rectified at the Concessionaire's risk and cost. All costs
incurred by the DPWH in this respect shall be reimbursed by the Concessionaire to the
DPWH on or before the date that is fifteen (15) days after receipt of demand thereof.
19.4 Defects Performance Security
(a) As security for the performance of the Concessionaire's obligations under Section
19.3 above, the Concessionaire shall, no later than one (1) year prior to the end of the
Concession Period, deliver to the DPWH the Defects Performance Security, and the
DPWH shall be entitled to call upon the same immediately upon the
Concessionaire's failure to comply with its obligations under Section 19.3 above.
The Defects Performance Security shall be in the form of an irrevocable standby
letter of credit which must:
(i) be issued by a universal or commercial bank licensed by the Bangko Sentral

ng Pilipinas;
(ii) be for an amount equal to the higher of the amount agreed between the
Parties pursuant to Section 19.1(b)(ii) above and 5% of the gross toll
revenues of the previous calenarcalendar year;
(iii) be valid for a period of one (1) year after the date which is the end of the
Concession Period;
(iv) be in favour of the DPWH;
33
OUR UNDERSTANDING WAS THAT THIS CLAUSE WOULD APPLY AFTER TURNOVER. TIMING OF
DELIVERY OF THE DEFECTS SECURITY WAS PRESUMABLY TO ENSURE THE CONCESSIONAIRE
ACTUALLY DELIVERED IT.
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(v) constitute an on demand, unconditional commitment to pay by the bank by
which it is issued; and
(vi) be in the form approved by the DPWH.
(b) If the Defects Performance Security is insufficient to cover the cost of bringing the
NAIA Expressway to the conditions required in the Minimum Performance
Standards and Specifications upon its turnover, DPWH shall have a residual claim
on the Concessionaire for any such amounts in excess of any amounts drawn from
the Defects Performance Security.
SECTION 20.0 REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS
20.1. DPWH’s Representations and Warranties
The DPWH hereby represents and warrants the following:
(a) The DPWH is duly organized and validly existing as a Government Authority and
has all the requisite legal power, authority and right to execute and deliver this
Concession Agreement and to perform its obligations under this Concession
Agreement.
(b) The DPWH has taken all appropriate legal and/or other actions required and/or
appropriate to authorize the execution, delivery, and performance of this Concession
Agreement and all other agreements, instruments, or documents contemplated
thereunder.
(c) This Concession Agreement constitutes the legal, valid, direct and binding
obligations of the DPWH, enforceable against the DPWH in accordance with the
terms of the Concession Agreement. This Concession Agreement is in satisfactory
and proper legal form under the laws of the Republic of the Philippines.
(d) The DPWH is subject to civil and commercial laws with respect to its obligations
under this Concession Agreement or any other document contemplated thereunder.
The DPWH does not enjoy any rights of immunity from suit, judgment or execution
or from any other legal process in respect of its obligations under this Concession
Agreement or any other document contemplated thereunder.
20.2. Concessionaire’s Representations, Warranties, Undertakings, Acknowledgements and

Agreements
The Concessionaire hereby, as the context requires, represents, warrants, undertakes,

acknowledges and agrees the following:
(a) The Concessionaire is duly organized and existing and in good standing under the
laws of the Republic of the Philippines and has the requisite legal power, authority
and right to carry out the business which it now conducts or proposes to conduct.

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(b) The Concessionaire has full legal power, authority and right to execute and deliver
this Concession Agreement and to perform its obligations thereunder, and has taken
all necessary corporate legal action and approvals to authorize the execution,
delivery, and performance of this Concession Agreement.
(c) This Concession Agreement constitutes the legal, valid, direct and binding
obligations of the Concessionaire, enforceable against the Concessionaire in
accordance with the terms of the Concession Agreement. This Concession
Agreement is in satisfactory and proper legal form under the laws of the Republic of
the Philippines.
(d) The Concessionaire’s signatory to this Concession Agreement is of age, has full
legal capacity and has been duly authorized by the Board of Directors of the
Concessionaire to sign, execute and deliver this Concession Agreement for and on
behalf of the Concessionaire.
(e) It has the required authority, ability, skills and capacity to perform and shall perform
its obligations under the Concession Agreement in a manner consistent with Prudent
Industry Practice utilizing sound engineering principles, project management
procedures and supervisory procedures.
(f) It is satisfied with and accepts all conditions relating to access to the Project site, the
availability of equipment, the availability of electicityelectricity and water, and
similar matters that may impact upon the performance by Concessionaire of its
obligations under this Concession Agreement.
(g) It has obtained or will obtain all Consents or required exemptions, on or before the
date they are required to enable Concessionaire to perform its obligations under this
Concession Agreement in a timely manner.
(h) There are no actions, suits, proceedings or investigation, pending or to

Concessionaire’s knowledge threatened against it before any court, executive,
legislative or administrative body that could result in any materially adverse effect
on the business, properties, or assets or the condition, financial or otherwise, of
Concessionaire or in any impairment of its ability to perform its obligations under
this Concession Agreement.
(i) It owns or has the right to use all intellectual property rights or any other rights or
intangible properties necessary to perform its obligations under this Concession
Agreement.
(j) The Project can and shall be constructed in conformity with existing laws and
permits.
(k) It has not, will not, and any of its shareholders at the Signing Date, or any of their
Affiliates have not had any Conflict of Interest in the Bidding Process, and have not
in the Bidding Process, and will not during the term of this Concession Agreement,
and will instruct its employees, contractorsConstruction Contractor, agents,
suppliers, vendors, not to engage in any Corrupt, Fraudulent, Coercive, Undesirable,

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or Restrictive Practice, and shall immediately notify DPWH of any violation of this
undertaking and shall indemnify and hold DPWH harmless for all losses, expenses,
damages and liabilities arising out of such violation.
(l) It recognizes, understands, and acknowledges that DPWH is providing no

representation or warranty regarding and specifically disclaims any responsibility for
the usefulness, accuracy, completeness, validity or propriety of any or all reports,
data, inferences, conclusions and other information provided by or to be provided by
DPWH. Concessionaire acknowledges and agrees that it is not relying on DPWH
for any information, data, inferences, conclusions, or other information with respect
to the required works for the Project.
(m) It is familiar with the physical requirements of the Project and has inspected and
examined the Project site and surrounding locations and the condition of Phase I to
the extent it deems necessary in accordance with Prudent Industry Practice for
performing its obligations under this Concession Agreement. The Concessionaire
further acknowledges and agrees that it is satisfied with and accepts all conditions
that exist at the Project site and surrounding areas, including the condition of Phase
I, or that may exist in or at the Project site or surrounding areas, or Phase I, for the
purposes of fulfilling its obligations with respect to the Project, in any case whether
seen or unseen, discovered or undiscovered, unknown or unusual, including climatic,
hydrological, geologic, seismic and other conditions at the Project site natural or
otherwise, the form and nature of the Project site (including Phase I) and the soil and
subsoil, rock and subsurface conditions, and the nature of the material natural or
otherwise to be excavated. No information that DPWH has provided or will in the
future provide will change this representation.
SECTION 21.0 DISPUTE RESOLUTION24
21.1. Discussion
The Parties agree that in the event that there is any dispute, controversy or claim arising out
of or relating to any provision of this Concession Agreement or the interpretation,
enforceability, performance, breach, termination or validity thereof (each such dispute,
controversy, claim or matter a “Dispute”), either Party may give notice in writing of the
Dispute to the other Party and both Parties shall meet in an effort to resolve such Dispute by
amicable discussion.
21.2. Project Dispute Resolution Board
(a) The Parties shall meet regularly during the term of this Agreement to discuss the progress
of the DED, Construction, and Operation and Maintenance of the Project, to ensure that
they are proceeding satisfactorily.
(b) In the event of a disagreement or dispute among the DPWH, Concessionaire and/or the
24
HL NOTE TO DPWH/DOF: IT MAY BE WORTH DELETING ONE OF SECTIONS 25.1 AND 25.2 ON THE
BASIS THAT THEY APPEAR TO ACHIEVE THE SAME ENDS SO INCLUDING BOTH PROVISIONS IS
NOT STRICTLY NECESSARY. THE FORMALITY OF THE PDRB PROCESS MAY MILITATE AGAINST
RETAINING THIS PROVISION.
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Independent Consultant or within the [O&M Budget Committee]25in respect of the DED,
Construction, Operation and Maintenance, or any provision of this Concession
Agreement, the disagreement or dispute shall immediately be referred by way of written
notice to the Project Dispute Resolution Board for resolution or amicable settlement. The
Project Dispute Resolution Board shall seek to resolve such disagreement or dispute or
reach an amicable settlement not later than thirty (30) days from date of the written
notice.
(c) The Project Dispute Resolution Board shall be composed of (a) a representative to be
chosen by the DPWH, (b) a representative to be chosen by the Concessionaire, and (c) a
representative to be appointed by the two representatives chosen by the DPWH and the
Concessionaire. Both Parties shall agree on the selection, term of office and fees of the
Project Dispute Resolution Board on or before the date that is thirty (30) days after the
Signing Date.
(d) Construction works based on the Certified DED and Minimum Performance Standards
and Specifications shall continue, where such works shall not be affected by the outcome
of any pending disagreement or dispute.
21.2. 21.3. Referral to Independent Experts
In the case of a Dispute on Termination Payment under Section 17.4 (d) that cannot be
resolved amicably between the Parties in accordance with SectionsSection21.1 or 21.2,
either Party may, by notice in writing to the other Party, refer the Dispute to an Independent
Expert for its decision. Such decision shall be final and binding on the Parties. The
Independent Expert shall be internationally recognized for its expertise and experience in
resolving disputes involving issues which may arise under Section 17.4 (d). The
Independent Expert will be procured by the DPWH in accordance with the Rules for
Expertise of the International Chamber of Commerce for the time being in force. The fees
and expenses of the Independent Expert shall be borne equally by both Parties. The
Disputes to which this Section 21.321.2 apply shall not be referred to arbitration under
Section 21.421.3 below unless by mutual agreement of the Parties or if the Dispute relates
exclusively to the selection and appointment of the Independent Expert under this Section
21.2.
21.3.
21.3. 21.4. Arbitration
(a) Any Dispute that is not resolved amicably by the Parties on or before the date that is
thirty (30) days after the date of the notice of such Dispute or disagreement under
Sections 21.1 or 21.2 (as applicable) or decided by an Independent Expert under
Section 21.3, shall be finally settled by arbitration as provided under this Section
21.421.3.
(b) In case of a Construction Dispute, the Dispute shall be referred to and finally settled
through arbitration by the CIAC under the Rules of Procedure Governing
Construction Arbitration promulgated by the CIAC, pursuant to Executive Order No.
25
HL NOTE TO DPWH/DOF: PLEASE PROVIDE A DEFINITION FOR THIS TERM.
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1008 (Construction Industry Arbitration Law), as amended by Republic Act No.
9285 (Alternative Disputes Resolution Act of 2004). The legal seat of the arbitration
shall be the Republic of the Philippines and the venue of the arbitration shall be in
Metropolitan Manila.
(c) All other Disputes that are not Construction Disputes as dealt with under Section
21.421.3(b) shall be finally settled under the Rules of Arbitration of the International
Chamber of Commerce (the "ICC Rules") in effect at the time the request for
arbitration is submitted in accordance with the ICC Rules, by such number of
arbitrators as the parties may agree or, in the absence of such agreement, by a panel
of three (3) arbitrators, appointed in accordance with the ICC Rules. The legal seat
and venue of the arbitration shall be Singapore. The English language shall be used
in the arbitral proceedings, and all documents, exhibits and other evidence shall be in
the English language. For the avoidance of doubt, any award made under this
Section 21.421.3 (c) shall be deemed to be a Singapore award made in relation to a
dispute arising out of a commercial relationship for the purposes of the New York
Convention on the Recognition and Enforcement of Foreign Arbitral Awards of
1958.34
(d) For the avoidance of doubt, the laws of the Republic of the Philippines shall be the
governing law of the entire Concession Agreement including this Section 21.0 as
well as this arbitration clause.
SECTION 22.0 MISCELLANEOUS PROVISIONSOWNERSHIP OF THE

CONCESSIONAIRE
22.1. Assignment
(a) Subject to prevailing laws on nationality requirements for public utilities, government
procurement and all other applicable laws, the Concessionaire has the right to assign
any of its rights, title, interest, or obligations under this Concession Agreement, in
whole or in part, provided that:
(i) such assignment will not in any way diminish its principal liability under this
(ii) the Concessionaire secures prior DPWH written approval of the assignment,
which approval shall not be unreasonably withheld.
(b) The Concessionaire has the right to assign any of its actual or expected income and
revenue under this Concession Agreement, in whole or in part, without need of
approval from the DPWH provided that the Concessionaire shall give a written
notice to the DPWH prior to the assignment.
22.2. Change in Ownership Structure/Share Ownership
34
RELEVANCE OF THE NEW YORK CONVENTION WORDING IS, WE UNDERSTAND, RECOGNITION
OF ANY AWARD IN THE PHILIPPINES (WHICH IS A SIGNATORY) AND IN ALL OTHER COUNTRIES
THAT ARE SIGNATORIES TO THAT PARTICULAR AWARD RECOGNITION CONVENTION.
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(a) As a general rule, no change in the ownership of any part of the common shares of
stock in the Concessionaire which are issued and outstanding shall be made without
the prior approval of the DPWH.
(b) The Lead Member and other shareholders of the Concessionaire, and their respective
shareholdings in the Concessionaire, are shown in Annex K.
(c) From the Signing Date until the end of the third year of the Operation Period, no
shareholder may sell or assign his/its proportion of the common sharesstock or of
any right in such common stock in the Concessionaire which are issued and
outstanding. The Concessionaire may apply for or cause the increase of its
outstanding capital stock during this period; provided that (i) the Lead Member shall
remain the single biggest stockholder with at least have thirty three percent (33%)
ownership of voting stocks as well as thirty three percent (33%) of total outstanding
shares and (ii) all shareholders of the Concessionaire at the time of the Signing Date
shall collectively hold at least seventy-five percent (75%) of the outstanding capital
stock of the Concessionaire during this period. It is required that the Lead
Member,shareholders identified in Annex K either by ownership or by agreement,
must collectively have Control over the Concessionaire from the Signing Date until
the end of the third year of the Operation Period. For purposes of complying with
the control and ownership requirement, preferred shares and similar shares other
than common shares under the Corporation Code of the Philippines, shall be treated
as debt.
(d) Beginning the fourth year of the Operation Period and until the end of the seventh
year, a shareholder may sell or assign his/its shares to any third person with the prior
approval of the DPWH; provided, that the Lead Member shall still be the biggest
single stockholder, must retain at least twenty-six percent (26%) of total voting and
non-voting shares and all shareholders of the Concessionaire at the time of the
Signing Date shall collectively hold at least fifty-one percent (51%) of the
outstanding capital stock of the Concessionaire during this period.
(e) No restrictions shall be imposed from the eighth year of the Operation Period
onwards, provided all assignments, transfers, agreements or encumbrance of shares
of stocks divesting the then controlling stockholders of control, shall be subject to
the approval of DPWH.
(f) The Concessionaire shall submit a report listing all entities which own, directly or
indirectly through an Affiliate, 5% or more of the issued common shares of stock of
the Concessionaire on or before the date of each anniversary of the Signing Date
during the term of the Concession Agreement.35
SECTION 23.0 GENERAL CONCESSIONAIRE INDEMNITY
The Concessionaire will indemnify, defend, save and hold harmless the DPWH and its
officers, servants, agents and any applicable Government Authority ("the DPWH
35
SAME COMMENT AS ABOVE REGARDING MEANINING OF "ECONOMIC INTEREST". DOF/DPWH TO
CONFIRM DRAFTING.
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Indemnified Persons") against any and all writs, proceedings, actions, demands and third
party claims for any loss, damage, cost and expense of whatever kind and nature arising out
of any breach by or on behalf of the Concessionaire of any of its obligations under this
Concessionaire Agreement or on account of any defect or deficiency in the provision of
services by the Concessionaire, except to the extent that of such writs, proceedings, actions,
demands and claims have arisen due to any negligent act or omission on the part of the
DPWH Indemnified Persons.36
SECTION 24.0 MISCELLANEOUS PROVISIONS
24.1. Assignment
(a) Subject to prevailing laws on nationality requirements for public utilities,

government procurement and all other applicable laws, the Concessionaire has the
right to assign any of its rights, title, interest, or obligations under this Concession
Agreement, in whole or in part, provided that:
(i) such assignment will not in any way diminish its principal liability under this
(ii) the Concessionaire secures prior DPWH written approval of the assignment,
which approval shall not be unreasonably withheld.
(b) The Concessionaire has the right to assign any of its actual or expected income and
revenue under this Concession Agreement, in whole or in part, without need of
approval from the DPWH provided that the Concessionaire shall give a written
notice to the DPWH prior to the assignment.
24.2. 22.3. Modification and Amendment
(a) At any time during the term of this Concession Agreement, upon request of the
DPWH or the Concessionaire, the DPWH and the Concessionaire shall consult with
each other to determine whether in light of relevant circumstances, provisions of this
Concession Agreement need revision. Such revision shall ensure that this
Concession Agreement operates equitably and without major detriment to the
interest of any of the Parties. In reaching agreement on any revision in accordance
with this Section 22.323.2, the Parties shall ensure that no revision to this
Concession Agreement shall prejudice the Concessionaire’s financial credibility or
its ability to raise funds by borrowing or other means. Any consultation among the
Parties pursuant to this Section 22.323.2 shall be carried out in a spirit of cooperation
with due regard to the intent and objectives of this Concession Agreement.
(b) 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.
36
WE NOTE THAT THE DRAFT TCA DOES NOT CONTAIN A 3RD PARTY CLAIM INDEMNITY
SECTION FOR DPWH/GOVERNMENT SO WE HAVE INSERTED A PROPOSAL HERE FOR DOF/DPWH
CONSIDERATION.
copy)-97813V5 8/1/2011 8:42:55 PM
24.3. 22.4. Notices
(a) Any notice or communication required or permitted in, or otherwise issued in

connection with, this Concession 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:
DPWH:
PostalAddressPostal Address:
Facsimile No.:
E-mail address:
Attention:
Concessionaire:
PostalAddressPostal Address:
Facsimile No.:
E-mail address:
Attention:
(b) 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.
24.4. 22.5. Waiver
(a) No waiver of any of the terms or provisions of this Concession Agreement shall be
valid unless made in writing and signed by the Parties.
(b) The waiver by any Party of any breach of any provision of this Concession
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.
(c) The failure or delay of any Party to exercise its rights shall not operate as a waiver,
nor shall any single or partial exercise of such right preclude any other or future
exercise of that right.
24.5. 22.6. Governing Law
This Concession Agreement and its interpretation or construction shall be governed by the
laws of the Republic of the Philippines.
24.6. 22.7. Severability
If any provision of this Concession Agreement is declared void, invalid or unenforceable by

any court of competent jurisdiction, the remaining provisions of this Concession Agreement
shall remain in full force and effect.
25.8 Entire Agreement

copy)-97813V5 8/1/2011 8:42:55 PM
This Concession Agreement comprises the entire agreement of the Parties and replaces and
supersedes all prior negotiations, representation and agreements (whether oral or in writing).
IN WITNESS WHEREOF, the Parties have set their hands on the date and at the place first stated
above.
DEPARTMENT OF PUBLIC WORKS CONCESSIONAIRE

AND HIGHWAYS
By: By:
Secretary Duly Authorized Representative
WITNESSED BY:
__________________________ __________________________

copy)-97813V5 8/1/2011 8:42:55 PM
ACKNOWLEDGMENT
Republic of the Philippines)

) S.S.
BEFORE ME, a Notary Public in and for [•], Philippines, this [•]th day of [•] 2011,
personally appeared:
Name Government Issued ID No. Date & Place Issued

[•] [•] [•]
[•] [•] [•]
Having presented to me their above-stated identification and both known to me to be the same
persons who executed the foregoing Concession Agreement consisting of [•] pages, including
this page on which this Acknowledgment is written and relevant Annexes, signed on each and
every page thereof by the Parties and their instrumental witnesses, and acknowledged to me that
the same as their free and voluntary act and deed and that of the corporation or entity they
respectively represent.
WITNESS MY HAND AND SEAL this [•] day of [•] 2011 at [•], Philippines.
Doc. No.
Page No.
Book No.
Series of 2011.

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8:42:55 PM
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REPUBLIC OF THE PHILIPPINES

DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS (DPWH)

NAIA EXPRESSWAY PROJECT (Phase II)

JAPAN INTERNATIONAL COOPERATION AGENCY (JICA)

CTI ENGINEERING INTERNATIONAL CO., LTD

1 BRIEF HISTORY OF BID DOCUMENTS PREPARATION

Preparation of bid documents for the selection of the concessionaire started at

2 COMPOSITION OF BID DOCUMENTS

Draft bid documents are composed of the following parts;

Part I : Invitation to Bid

PART I: INVITATION TO BID

Brief Scope of Work:

DPWH – Estimated Construction Cost (DECC): Php 12.238 billion

The following are the indicative timelines for procurement:

Dates of Publication: _______________

PART II: INSTRUCTIONS TO BIDDERS

SECTION 1.0 DEFINITION OF TERMS 6

SECTION 2.0 INTRODUCTION 10

SECTION 3.0 THE PROJECT 11

SECTION 4.0 QUALIFICATION CRITERIA 14

SECTION 5.0 DOCUMENTS COMPRISING THE BID 17

SECTION 6.0 SUBMISSION AND OPENING OF BIDS 24

SECTION 7.0 EVALUATION OF BIDS 26

NAIA Expressway Project

a. The financing, design, and construction of:

(ii) A 4.6 km 4-lane viaduct extension from NAIA Terminal 3 to Roxas

a. The Invitation to Pre-Qualify to Bid

2. The Special Bids and Awards Committee

4. Outline of the Bidding Process

The general procedure for the Bidding will be as follows:

a. DPWH will conduct Pre-Qualification of Prospective Bidders. Prospective

d. Financial proposals of Bidders whose Technical Proposals were passed will be

e. The Winning Bidder will have to provide proof of incorporation, capitalization,

5. Responsibility of Prospective Bidders

By submitting Qualification Documents, a Prospective Bidder shall be presumed to have fully

6. Costs and Expenses of Participation

7. Queries and Supplemental Notices

DPWH Special Bids and Awards Committee for PPP Project

DPWH Build-Operate-Transfer Project Management Office (BOT-PMO)

Attention: Cosette V. Canilao

Development Bank of the Philippines

Attention: Francis Nicolas M. Chua

International Finance Corporation

Attention: Lulu S. Baclagon

All documents submitted in response to the Invitation to Pre-Qualify to Bid, including

9. Language and Foreign Documents

10. Pre-Qualification Conference

Date: 2 August 2011

11. Qualification Requirements

11.1. Legal Requirements

The Prospective Bidder must be:

a. A partnership or corporation registered with the Philippine Securities and

11.2. Technical Requirements

The related entity which fulfills this requirement may be:

(i) If the Prospective Bidder is a partnership or corporation:

(ii) If the Prospective Bidder is a Consortium:

If this requirement is to be fulfilled by a Construction Contractor, the Prospective Bidder

(i) A valid license issued by the Philippine Contractors Accreditation Board

(ii) A valid International Organization for Standardization (ISO) 9001:2000