Compromise Common Station MOA (Signed Copy) Jan 2017

UNIFIED STATION/GRAND CENTRAL STATION
MEMORANDUM OF AGREEMENT
18 January 2017
SM Prime Holdings, Inc.

Universal LRT Corporation (BVI) Limited
Light Rail Manila Corporation
North Triangle Depot Commercial Corporation
Ayala Land, Inc.
Department of Transportation
Department of Public Works and Highways
Light Rail Transit Authority
Memorandum of Agreement
Unified Station / Grand Central Station Pagel of 36
LIST OF ANNEXES
Annex A: Plans and Sections for the Unified Station I Grand

Central Station
Annex B: Plans for the DPWH Interchange Project
AnnexC: Columniation Layout for the Unified Station I Grand
Central Station and LRT-1 and MRT-3 Viaduct
Annex D: Ground Level Plan for the DPWH Interchange Project
AnnexE: Functional Assumptions for the Unified Station / Grand
Central Station
Almex F: Basis of Functional Assumptions (Ti1ne Saver Standards
for Urban Design)
AnnexG: MRT-7 Variation Order
AnnexH: Sl\!IPHI-DOTr-LRTA Joint Manifestation
Annex I: DOTr-DPWH .MOA
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Mernorandnm of Agreement Jt~ I~(
Unified Station I Grand Central Station Page2of36 .X \
This Memorandum of Agreement ("MOA") is made and entered into this 18th day
of January 2017 by and among:
SM PRIME HOLDINGS, INC., a corporation organized and existing under

Philippine law, with principal office address at 10/F Mall of Asia Arena Annex
Building, Coral Way corner J.W. Diokno Boulevard, Mall of Asia Complex, Pasay
City, represented by its President, Jeffrey C. Lim, and referred to in this MOA as
"SMPHI"
. ,
UNIVERSAL LRT CORPORATION (BVO LIMITED, a corporation organized

and existing under the laws of the British Virgin Islands, with office address care
of No. 40, SMC Head Office Complex, San Miguel Avenue, Mandaluyong City,
represented by its Chairman and President, Ramon S. Ang, and referred to in this
MOA as "ULC";
LIGHT RAIL MANILA CORPORATION, a corporation organized and existing

under Philippine law, with principal office address at Mezzanine, Engineering
Building, LRTA Compound, Aurora Boulevard, Pasay City, represented by its
President and CEO, Rogelio L. Singson, and referred to in this MOA as "LRMC";
NORTH TRIANGLE DEPOT COMMERCIAL CORPORATION, a corporation

organized and existing under Philippine law, with principal office address at 5th
Level, Trinoma, Quezon City ("NTDCC"), represented in this MOA by AYALA
LAND, INC. ("ALI"), a corporation organized and existing under Philippine law,
with principal office address at 31st Floor, Tower One and Exchange Plaza, Ayala
Triangle, Ayala Avenue, Makati City, represented by its President and CEO,
Bernard Vincent 0. Dy, and referred to in this MOA as "NTDCC";
DEPARTMENT OF TRANSPORTATION, with office address at The Columbia

Tower, Barangay Wack-Wack, Ortigas Avenue, Mandaluyong City, Philippines,
represented by its Secretary, Hon. Arthur P. Tugade, and referred to in this MOA
as 0
DOrfr";
DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS, with office address at

the DPWH Building, Bonifacio Drive, Port Area, Manila, represented by its
Secretary, Hon. Mark A. Villar, and referred to in this MOA as "DPWH";
and
LIGHT RAIL TRANSIT AUTHORITY, an instrumentality of the Government of

the Republic of the Philippines, with office address at 2/F LRTA Ad1ninistration
Building, LRTA Compound, Aurora Boulevard, Pasay City, Philippines,
represented by its Administrator, Gen. Reynaldo Berroya (Ret.), and referred to in
this MOA as "LRTA".
SMPHI, ULC, LRMC, NTDCC, ALI, DOTr, DPWH, and LRTA are collectively
referred to in this MOA as the "Parties" and individually as a "Party". \f''
Meinorandum of Agreement
Unified Station I Grand Central Station Page 3 of 36
ANTECEDENTS:
MRT-3 PROJECT
A. On 7 November 1991, the Republic of the Philippines ("RoP"), acting through

the DOTr, and Metro Rail Transit Corp. Limited (formerly known as EDSA LRT
Corporation Limited), executed an Agreement to Build, Lease and Transfer a
Light Rail Transit System along EDSA ("MRT-3 Project"), which was
subsequently revised, restated, supplemented, and amended on 22 April 1992,
6 May 1993, 28 July 1994, 18 May 1995, and 8 August 1997 ("MRT-3
Agreement").
MRT-7 PROJECT
B. On 18 June 2008, RoP, acting through the DOTr, and ULC, executed the MRT 7
Agreement for the financing, design, construction, supply, completion, testing,
com1nissioning, and operation and maintenance of the MRT Line 7 Project
("MRT-7 Project"), which was subsequently supplemented by an MRT 7
Supplemental Agreement dated 19 October 2009, and further supplemented by
an Implementation Guidelines dated 14 July 2014 ("MRT-7 Agreement").
C. Pursuant to Section 3.4 of the MRT-7 Agreement, the Metro Rail Transit Syste1n
("MRTS") component of the MRT-7 Project! "shall include a joint station with
MRT Line 3 along EDSA and the extension of the MRT Line 3 guideway by
approximately Six Hundred (600) meters to the said joint station as described
in the Technical Docmnents."
D. Pursuant to Section 6.1. of the MRT-7 Agreement, "ULC shall ... (b) Design and
construct the Civil Works2; ... and (f) Operate, Maintain and Manage the
Project ... "
E. Pursuant to Section 15.l of the MRT-7 Agreernent, "ROP /DOTr hereby grants
the ULC and acknowledges the ULC's exclusive and irrevocable cmnmercial
development rights ... over all areas and aspects of the Project with com.mercial
developrn.ent potentials."
F. Pursuant to Section 20.l(e) of the MRT-7 Agreement, "ROP /DOTrC shall

[e]nsure the interconnection of the MRTS with MRT Line 3 at the North Avenue
EDSA joint station and the establishment of the joint station."
G. In a letter dated 12 December 2016, DOTr gave its consent to ULC's assignment
of its rights, title, interest, and obligations under the MRT-7 Agree1nent in favor
Pursuant to Section 3.1 of the MRT-7 Agreeinent, "[tJhe Project involves the financing, design, construction,
testing, co1nmissioning, and O&M of an integrated transportation system consisting of the following
coinponents, which shall be designed and constructed in accnrciance vvith the Technical Docun1ents: a. The
Highway; b. The lntennodal Transportation Terminal (ITT); and c. The Metro Rail Transit System (MRTS),
including the Depot and Rolling Stock."
Section L2(s] of the MRT-7 Agreement defines "Civil Works" as "all civil, structural and architectural works. ,\V..lflA('\j
of the Project as described in the Technical Documents."
Memorand lllll of Agre12mcnt

Unified Station I Grand Central Station
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Page 4 of 36
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of SMC Mass Rail Transit 7, Inc. Thus, unless the context requires otherwise,
for purposes of this MOA and the Other MOAs, all references to "ULC" shall
likewise refer to S!vlC Mass Rail Transit 7, Inc.
LRT A-SMPHI MOA
H. In connection with the LRT Line 1 North Extension Project, the Joint NEDA
TB/CC approved on 30 April 2009 the proposal of the DOTr to construct a
common station to interconnect the rail systems operated by DOTr under the
MRT-3 Project, by ULC under the MRT-7 Project, and by LRTA (now LRMC)
under the LRT-1 Project (as defined in Antecedent L below). Accordingly, on
28 September 2009, LR.TA and SMPHI executed a Memorandun1 of Agreement
based on the DOTr-proposed and Joint NEDA TB/CC-approved construction
of a common station ("LRTA-SMPHI MOA").
I. The LRTA-SMPHI MOA provided for the "construct[ion] [of] a Common

Station ... [which] on the basis of the alignment of the LRT Line 1, MRT 3 and
MRI 7 systems, it was determined that the location of the Common Station
shall incidentally be in front of SM City North EDSA ... as shown in the
aligmnent route [attached therein]."
J. Pursuant to Section 2 of the LRTA-SMPHI MOA, and in consideration of the

Common Station's location in front of SM City North EDSA, "[SMPHI] agree[ d]
to help finance the cost of construction/ civil works of the Common Station to
the extent of [PHP200 million]."
K. Pursuant to Section 3 of the LRTA-SMPHI MOA, "[f]or and in consideration of

SM's funding of a portion of the cost of construction/ civil works of the
Cmnmon Station ... the Com1non Station shall forever bear and include in its
final name the phrase' SM North EDSA' and the name of such other entities that
may enter into similar agreements with LRTA ... [SMPHI] shall also be allowed
to construct, maintain and operate a walkway /bridgeway on its own property
which shall interconnect the Common Station with the pertinent level of SM
City North EDSA. It is hereby also agreed that the ownership, maintenance and
operation of said walkway /bridgeway shall always remain with [SMPHI]."
LRT-1 PROJECT
L. On 2 October 2014, RoP, acting through the DOTr and LRTA, and LRMC
executed a Concession Agree1nent in relation to the Manila LRTl Extension,
Operations and Maintenance Project ("LRT-1 Project") ("LRT-1 Agreement").
M. Pursuant to Section 3.l.a(4) of the LRT-1 Agreement, "[t]he Project to be

effected by the Concessionaire consists of ... the operation and n13intenance of
the Common Station."
Memor<lndu1n 0f Agreement
Llnified Station I Grand Central Station
N. Pursuant to Section 3.1.b(5) of the LRT-1 Agreement, "[t]he accompanying
work and obligations to be effected by the Grantors consist of . . . the
procurement of the Common Station ... "
0. Pursuant to Section 6.4.d of the LRT-1 Agreement, "[t]he Common Station shall
be completed, installed and handed over by the Grantors to the Concessionaire
no later than fifty-four (54) months after the Signing Date."
P. Pursmmt to Section 6.4.g of the LRT-1 Agreement, "[t]he Grantors shall pay for
the development of the Conunon Station."
Q. Pursuant to Section 6.4.s of the LRT-1 Agreement, "the possession of the

Common Station shall be transferred to the Concessionaire and the
Concessionaire shall be responsible for the maintenance and operation of the
Common Station and shall have the exclusive right to carry out the Cmnmercial
Business on the Common Station."
SMPHITRO
R. Desiring to promote the convenience of the riding public and implement
seamless intermodal connectivity, especially for the commuting public who
will use and transfer between LRT-1, MRT-3, and MRT-7, the DOTr decided to
build the "Joint Station" I "Common Station" at the location indicated in the
LRT-1 Agreement ("LRT-1 Agreement Location") instead of the location
indicated in the LRTA-SMPHI MOA ("LRTA-S~vIPHI MOA Location").
S. Acting on the DOTr's decision to build the "Common Station" at the LRT-1
Agreement Location instead of al the LRTA-SMPHI MOA Location, SMPHI
instituted the following cases:
1. SM Prime Holdi11gs, Inc. v. The Light Rail Trans.it Authority and the Department
of Tm11sportatio11 and Co1111111111icatio11s, G.R. No. 213234, Supreme Court First
Division (for: Injunction with prayer for Temporary Restraining Order and
Writ of Preliminary Injunction) ("Supre1ne Court Case").
11. SM Prime Holdi11gs, lnc. v. The Light Rail Transit Authority and the Department
of Tm11sportatio11 and Co1111111111icatio11, Civil Case No. R-PSY-14-16681-CV,
Regional Trial Court, Pasay City Branch 111 (for: Specific Performance and
Damages with Prayer for Temporary Restraining Order and Writ of
Preliminary Injunction) ("RTC Civil Case").
T. In a Resolution dated 30 July 2014, the Supreme Court "ISSUE[D] a

TEMPORARY RESTRAINING ORDER, as prayed for, effective immediately
and continuing until further orders fro1n this Court, enjoining the respondents,
their agents and representatives, from proceeding with the transfer of the .
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Common Station in front of SM City North EDSA to the new site in front of
Trinoma Mall in North Avenue, Quezon City" ("TRO"). ::.,<(\--.J,
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Me1norandu1n of Agreement
Unified Station I Grand Central Station
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PARTIES' AGREEMENT TO THE UNIFIED
STATION I GRAND CENTRAL ST ATION
U. Mutually sharing the public service objective stated in Antecedent Clause R

above, the Parties agreed to enter into this MOA to facilitate the immediate
development, construction, and operation of a "Unified Station I Grand
Central Station" (as defined in Section 1.7 below), which will intercom1ect LRT-
1, MRT-3, and MRT-7.
DPWH INTERCHANGE PROJECT
V. The DPWH is pursuing the Metro Manila Interchange Construction Project

Phase VI ("MMICP Phase VI"), which consists of, among others, the
construction of (i] the EDSA-North Avenue-West Avenue Interchange and [ii]
the North Avenue-Mindanao Avenue Interchange ("DPWH Interchange
Project").
W. Since the Unified Station I Grand Central Station and the DPWH Interchange
Project share a common general location at the EDSA-North Avenue
intersection area, the DOTr and DPWH have agreed to coordinate and integrate
the development, design, and construction of the two projects to achieve the
most technically acceptable and economically viable solution, which entails the
least adverse environmental and social impact.
Accordingly, the Parties hereby agree as follows:
SECTION 1
DEFINITIONS
In this MOA, and in the Memorandum of Agreen1ents that will be executed by the
Parties between or among some (not all) of the Parties pursuant to this MOA
("MOA" or "Other MOAs"), the following words and expressions shall have the
following meanings, unless the context requires otherwise:
1.1. "Area C (MRT-7)" consists of the Platform Area for MRT-7, Concourse
Area for MRT-7, and all other sections of Area C (MRT-7) which are
intended for the operations of MRT-7 and use of ULC, and which, together
with the other components of the Unified Station I Grand Central Station,
will provide interconnection among LRT-1, I\1RT-3, MRT-7, SM City North
EDSA, and Trinoma as depicted in Alu1ex "A" (labelled as "North Ave.
Wing (Line 7)".
1.2. "Area A (LRT-1, MRT-3)" consists of Area A-1 (LRT-1) and Area A-2
(MRT-3), which, together with the other components of the Unified Station
I Grand Central Station, will provide interco1mection among LRT-1, MRT-
3, MRT-7, SM City North EDSA, and Trinoma as depicted in Annex "A"
(labelled as "EDSA Wing (Line 1/Line 3)".
I'vlernornndtun of Agreement
lJnified Station I Grand Central Station Page 7 of 36
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1.3. "Area A-1 (LRT-1)" consists of the Platfonn Area for LRT-1, Concourse
Area for LRT-1, Tail Track for LRT-1, Additional Viaduct for LRT-1, and
all other sections of Area A (LRT-1, MRT-3) which are intended for the
operations of LRT-1 and use of LRMC, as depicted in Annex "A".
1.4. "Area A-2 (MRT-3)" consists of the Platform Area for MRT-3, Concourse
Area for MRT-3, Tail Track for MRT-3, and all other sections of Area A
(LRT-1, MRT-3) which are intended for the operations of MRT-3 and use of
DOTr or its assignee, as depicted in Annex" A".
1.5. "Area B (Common Concourse)" consists of Area B-1 (North Common

Concourse) and Area B-2 (South Common Concourse), both being
cmnponents of the Unified Station / Grand Central Station, where
passengers can transfer between Area A (LRT-1, MRT-3), Area C (MRT-7),
SM City North EDSA, and Trinoma as depicted in Annex "A" (labelled as
"Atrium" and "Secondary Coru1ection", respectively).
1.6. "DPWH Interchange Project" consists of the EDSA-North Avenue-West

Avenue Interchange and the North Avenue-Mindanao Avenue
Interchange components of the DPWH's Ml'vUCP VI Project, as depicted in
Annex "B" and" Annex "D".
1.7. "Unified Station I Grand Central Station" consists of the common station
I joint station that will provide interconnection among LRT-1, MRT-3, MRT-
7, SM City North EDSA, and Trinoma which consists of Area A (LRT-1,
MRT-3), Area B (Common Concourse), and Area C (MRT-7), as depicted in
Annex "A", and the design for which was proposed by DOTr to the other
Parties.
SECTION2
DESIGN, CONSTRUCTION, O&M, AND DEVELOPMENT RIGHTS
2.1. Agreement on the Unified Station I Grand Central Station. For the purpose
of realizing their common objective as stated ir1 Antecedent Clause R above,
all Parties hereby agree to the development of the Unified Station / Grand
Central Station, pursuant to the provisions of this MOA and the Other
MOAs.
2.2. Designs.
2.2.l. Designs. ULC with respect to Area C (MRT-7) and vis-a-vis DOTr, NTDCC
with respect to Area B (Common Concourse) and vis-a-vis DOTr, and DOTr
and LRTA with respect to Area A (LRT-1, l'vIRT-3) vis-a-vis the other Parties,
undertake that they shall complete the detailed and all other designs
necessary for their respective cmnponents of the Unified Station I Grand
Central Station ("Designs") consistent with the Design Parameters, and no
later than the Design Deadline below.
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Memorandun1 of Agreement
Unified Station I C~rand Central Station Page 8 of 36
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2.2.2. Design Parameters.
a. High-Level Design. The Designs shall be in accordance with the high-level

design for the Unified Station / Grand Central Station, herein attached
as Annex "A" ("Unified Station I Grand Central Station High-level
Design"), which is consistent with the interest of all the Parties and the
public interest;
b. Functional Ass11111ptions. The Designs shall substantially conform to, and

shall not materially depart from, the functional assumptions for the
Unified Station I Grand Central Station, as set out in Annex "E", and as
described in Section 2.2.3 below ("Functional Assumptions");
c. Concession MPSS and I<Pis. The Designs shall, to the extent technically
possible and commercially reasonable, comply with the applicable
Minimum Performance Standards and Specifications and/ or Key
Performance Indicators, as applicable, in the MRT-7 Agreement (with
respect to the "Joint Station") and the LRT-1 Agreement (with respect to
the "Common Station") ("Applicable MPSS/KPis"), provided, that if
such is not technically possible and/ or commercially reasonable, then
Section 2.8.3.a below shall apply;
d. Interconnection Requirement. In a maimer consistent with the Functional

Assumptions, the Designs shall ensure the interc01u1ection of SM City
North EDSA directly with Area C (l\1RT-7), indirectly with Area B
(Common Concourse) (i.e., through Area C (MRT-7)), and indirectly with
Area A (LRT-1, MRT-3) and Trinoma (i.e., through Area C (MRT-7) and
Area B (Common Concourse)) ("Interconnection Requirement").
e. Additional Interco1111ectio11 Requirement. In a manner consistent with the

Functional Assumptions, the Designs shall also ensure the
interconnection of Trino1na directly with Area B (Com1non Concourse),
indirectly with Area A (LRT-1, MRT-3) (i.e., through Area B (Common
Concourse)), and indirectly with Area C (MRT-7) (i.e., through Area B
(Common Concourse)).
f. Good Faith Optimization. The Designs shall be optimized by each

concerned Party in good faith, with the objective of realizing the
functional features of, and not substantially departing from, the Unified
Station I Grand Central Station High-level Design.
g. Far;ade Consistency. The Designs shall ensure consistency in the fai;:ade

and general design philosophy of all components of the Unified Station
I Grand Central Station.
h. No Speed Restrictions for LRT-1 Trains. Notwithstanding that the Unified

Station I Grand Central Station High-level Design may show a curve in
the LRT-1 System's tracks from its Roosevelt Station to the Unified
Men1oran<lt1111 of Agreernent
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Station / Grand Central Station, the Designs shall reduce or eli1ninate
this curve and have such elements as to ensure that there will be no civil
speed restrictions on LRT-1 trains when they travel from the LRT-1
System's Roosevelt Station to the Unified Station I Grand Central
Station.
2.2.3. Functional Assumptions Approach.
a. Basis. The Functional Assumptions for the Unified Station I Grand

Central Station are based on the "Level of Service Concept" for walkways
and stairways, as presented in "Time-Saver Standards for Urban Design"
(Watson, Plattus, and Shibley; 2004 ed.) (see Annex "F").
b. Required Level of Service. Since the Unified Station I Grand Central Station
is expected to cater to "heavily used transportation terminals" with
"severe peaking", and since DOTr intends to ensure "reasonably fluid
flow" between the different components of the Unified Station I Grand
Central Station, the concourse components of the Unified Station I
Grand Central Station are intended to deliver Level of Service C.
c. Factors. The Level of Service delivered by a walkway or stairway is a

function of its length, width, and pedestrian traffic.
d. Level of Service C Requirements.
I. Based on the length of the two walkways between the Concourse

Area for MRT-7 and the Concourse Area for MRT-3 (in Annex "E",
see "Length" corresponding to "1 to 3" and "4 to 6");
11. the projected peak pedestrian traffic of 40,000 persons per hour; and
iii. the Average Pedestrian Area Occupancy of 1.85 square meter per
person for Level of Service C;
iv. Walkway 1 (i.e., through Area B-1 (North Common Concourse) will
deliver Level of Service C provided its corridor and entranceways
have a width of at least 20.23 meters; and
v. Walkway 2 (i.e., through Area B-2 (South Common Concourse) will

deliver Level of Service C provided its corridor and entranceways
have a width of at least 9.87 meters.
e. High-Level Design Compliance. In the Unified Station I Grand Central

Station High-level Design, the corridors and entranceways of Walkway ~
1 have a width of 25.75 meters and the corridors and entranceways of c /
Walkway 2 have a width of 10.5 1neters. Hence, both Walkway 1 and ] /

Walkway 2 are able to deliver Level of Service C. ~\'-
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Me1norandum c_1f Agreement
Unified Station I Grand Central Station PagelO of~
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2.2.4. Design Deadline. The Designs shall be completed within 240 calendar days
from the signing date of this MOA ("Design Deadline"), consistent with the
objective of completing the construction, testing, and commissioning of the
Unified Station / Grand Central Station, including the installation, testing,
and commissioning of its electrical and n1echanical systems (including
signaling) ("Completed" or "Completion"), on or before 2 April 2019
("Unified Station I Grand Central Station Deadline"). For the avoidance
of doubt, the Design Deadline is 240 calendar days from the signing of this
MOA, and not on 2 April 2019.
2.2.5. Additional Design Parameters for Area B (Common Concourse). In addition to

observing the Design Parameters in Section 2.2.2 above, NTDCC undertakes
to DOTr that the Designs for Area B (Common Concourse) shall also observe
the following design parameters:
a. Height of North Common Concourse. Area B-1 (North Common Concourse)

shall have a floor-to-floor minimum height of 9.0 meters, and floor-to-
ceiling minimum height of 7.5 meters.
b. Height of South Co111111on Concourse. Area B-2 (South Common Concourse)

shall have a floor-to-floor minimum height of 4.5 meters, and floor-to-
ceiling minimum height of 3.0 meters.
c. Elevation Transitioning. Area B (Com1non Concourse) shall observe

elevation transitioning consistent with prudent industry practices.
d. Retail Space Frontage. The frontage of retail spaces, which shall not be
located anywhere within Area B (Commc0n Concourse), may directly
connect to Area B (Co1nmon Concourse), provided that all portions of
Area B (Common Concourse) shall at all times be able to deliver Level of
Service C pursuant to Section 2.2.3 above.
e. Ad Panels. NTDCC shall have the exclusive right to install advertisement

panels for lease in Area B (Common Concourse), provided that all
portions of Area B (Common Concourse) shall at all times be able to
deliver Level of Service C pursuant to Section 2.2.3 above.
f. Commercial Spaces. Commercial spaces for lease such as carts, kiosks, and
exhibit spaces, each having a footprint no greater than 2.0 x 2.0 meters,
and in a number not to exceed 40, may be placed in Area B (Common
Concourse), provided that all portions of Area B (Common Concourse)
shall at all times be able to deliver Level of Service C pursuant to Section
2.2.3 above. For the avoidance of doubt, placing such commercial spaces
may require NTDCC to increase the corridor and entranceway widths of
Area B (Com1non Concourse), in order to ensure that all portions of Area
B (Common Concourse), at all times, are able to deliver Level of Service
c. :t
Memoran<ltun of Agreement
Unified Station I Grand Central Station Page 11of36
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g. Vertical Access. NTDCC shall provide vertical access to and from the
ground level of the Trinoma Mall area, on the one hand, and both Area
B-1 (North Common Concourse) and Area B-2 (South Common
Concourse), on the other hand. The location, type, and number of stairs,
escalators, and elevators in the Unified Station / Grand Central Station
High-level Design are indicative only, and may be revised, relocated, and
changed by NTDCC, consistent with Level of Service C, optimal access
to the LRT-1, MRT-3, and MRT-7 Systems, and prudent industry
practices. The location, type, and number of such conveyances shall give
due consideration to the operational requirements of ULC for the MRT-
7 System, of LRMC for the LRT-1 System, and of DOTr for the MRT-3
System, and shall require DOTr's prior written agreement with NTDCC.
Appropriate access for Persons with Disabilities (PWDs) shall also be
provided.
2.2.6. Enforcement of Design Parameters and Design Deadline. DOTr undertakes that:
a. subject to Section 2.9.8 below, pursuant to the MRT-7 Agreement, DOTr

shall ensure that ULC completes the Designs for Area C (MRT-7);
b. pursuant to this MOA, DOTr shall ensure that NTDCC co1npletes the
Designs for Area B (Common Concourse);
c. pursuant to this MOA, DOTr shall complete the Designs for Area A
(LRT-1, MRT-3); and
d. all the above consistent with the Design Parameters, and on or before
Design Deadline.
2.3. Work Programs.
2.3.l. Work Programs. ULC with respect to Area C (MRT-7) and vis-a-vis DOTr,
NTDCC with respect to Area B (Common Concourse) and vis-a-vis DOTr,
and DOTr and LRTA with respect to Area A (LRT-1, MRT-3) vis-a-vis the
other Parties, undertake that they shall prepare a Unified Station / Grand
Central Station Work Program and Construction Schedule ("Work
Program") that is compliant with the Work Program Parameters, and no
later than the Work Program Deadline below.
2.3.2. Work Program Parameters. The Work Programs:
a. shall ensure that the Unified Station I Grand Central Station is

Completed on or before the Unified Station / Grand Central Station
Deadline;
b. with respect to Area C (MRT-7), shall comply with the applicable

provisions of the MRT-7 Agreement J\1\..
Me1norandum nf J\greernent
Unified Station I Grand Central Station Page 12 of ~}'
c. with respect to Area A (LRT-1, MRT-3), shall co1nply with the applicable
provisions of the LRT-1 Agreement;
d. shall not impede with the timely implementation of the MRT-7 Project
and the DPWH Interchange Project;
e. shall take into account traffic 1nanagement require1nents of the affected

areas; and
f. shall take into account the mall operations of SM City North EDSA and
Trinoma.
2.3.3. Vvork Program Deadline. The Work Programs shall be completed within 60
calendar days from the finalization of the Designs ("Work Program
Deadline"), consistent with the objective of Completing the Unified Station
I Grand Central Station on or before the Unified Station / Grand Central
Station Deadline. For the avoidance of doubt, the Work Program Deadline
is 60 calendar days from the finalization of the Designs, and not on the
Unified Station I Grand Central Station Deadline.
2.3.4. E11force111e11t of Work Program Parameters and Work Program Deadline. DOTr
undertakes that:
a. subject to Section 2.9.8 below, pursuant to the MRT-7 Agreement, DOTr

shall ensure that ULC completes the Work Program for Area C (MRT-7);
b. pursuant to this MOA, DOTr shall ensure that NTDCC completes the
Work Program for Area B (Common Concourse);
c. pursuant to this MOA, DOTr shall complete the Work Program for Area
A (LRT-1, MRT-3); and
d. all the above consistent with the Work Program Parameters, and on or
before Work Program Deadline.
2.4. Construction Obligation.
2.4.1. Area C (MRT-7). Consistent with Antecedent Clause D above, Area C (MRT-
7) shall be financed and constructed by ULC in accordance with the MRT-7
Agreement. For the avoidance of doubt, ULC's obligation to finance and
construct Area C (MRT-7) is an undertaking 1nade to DOTr and not to any
other Party in this MOA. DOTr undertakes that pursuant to the MRT-7
Agreement, DOTr shall ensure that ULC complies with this obligation.
a. Co11structio11 Deadline for Area C (MRT-7). Notwithstanding anything to

the contrary in this MOA or in any of the Other MOAs, ULC undertakes
to DOTr that it shall complete Area C (MH.T-7) on or before the Project
~~
!vle1norandum of Agreen1ent
lJnified Station I Grand Central Station Page13 of~
Completion Target Date in the MRT-7 Agreement ("Area C (MRT-7)
Deadline").
b. Extension of Area C (MRT-7) Deadline. The Area C (MRT-7) Deadline may

be extended for causes permitted under the MRT-7 Agreement,
including to the extent necessary for the processing and approval of the
Variation Order that will be issued by DOTr to ULC pursuant to Section
2.8.3.b below.
c. DOTr Undertaking to Connect Area B (Co111111011 Concourse) to SM City North

EDSA. In the event that Area A (LRT-1, MRT-3) and Area B (Common
Concourse) are completed ahead of Area C (MRT-7), or as soon as this
becomes apparent, DOTr undertakes to SMPHI to construct a structure
that will directly connect Area B (Common Concourse) and indirectly
connect Area A (LRT-1, MRT-3) (i.e., through Area B (Common
Concourse)) to SM City North EDSA. The structure may be permanent
or temporary, shall comply with Level of Service D, and shall take into
consideration ULC's DOTr-approved designs and work program for
Area C (MRT-7). All Parties undertake to extend all reasonable assistance
to DOTr in completing such structure.
2.4.2. Area A (LRT-1, MRT-3). Consistent with Antecedent Clause N and

Antecedent Clause P above, Area A (LRT-1, MRT-3) shall be financed and
constructed by DOTr and LRTA in accordance with the LRT-1 Agreement.
DOTr and LRTA's obligation to finance and construct Area A (LRT-1, MRT-
3) is an undertaking made to all Parties to this MOA. Consistent with
Antecedent Clause 0 above, the deadline for the completion, installation,
and hand over of Area A (LRT-1, MRT-3) lo LRMC shall be as provided in
Section 6.4.d of the LRT-1 Agreement. Where additional viaduct or tracks
would be constructed, "construction" includes the supply and installation
of all civil and electromechanical works needed for a fully functional light
rail track.
2.4.3. Area B (Co111111011 Concourse). Area B (Common Concourse) shall be financed

and constructed by NTDCC pursuant to this MOA, and to the extent
applicable and not inconsistent with this MOA, in accordance with the
applicable agreements relating to the North Triangle Depot area ("North
Triangle Depot Agreements"). NTDCC's obligation to finance and
construct Area B (Common Concourse) is an undertaking made to DOTr
and not to any other Party in this MOA. DOTr undertakes to ensure that
NTDCC complies with this obligation.
2.4.4. Rail Interconnection. DOTr and LRTA with respect to LRT-1, DOTr with
respect to MRT-3, and ULC with respect to MRT-7, shall construct and
install all necessary civil wo. rks and electrome. chanical systems to enable the
t
rail operation service of LRT-1, MRT-3, and MRT-7 to reach the Unified
Station I Grand Central Station (i.e., for LRT-1, MRT-3, and MRT-7 to
interconnect). ~\'\'-
o
{ ~~
Me1norandun1 of J\gree1nent
Unified Station I Grand Central Station Page 14 o f /
a. MRT-3 Connection. Any civil works and electromechanical systems
constructed and installed by DOTr with respect to the MRT-3 pursuant
to Section 2.4.4 above shall form part of Area A-2 (MRT-3) of the Unified
Station / Grand Central Station and shall not form part of the MRT-3
system.
b. Obligation to Interconnect MRT-3 with MRT-7. DOTr acknowledges that

pursuant to Section 4.2.2.i of the MRT-7 Agreement, a "Material Breach"
of the MRT-7 Agreement includes DOTr's breach of its obligation to
interconnect MRT-3 with MRT-7 at a "Joint Station", which for the
purpose of the MRT-7 Agreement shall be deemed as the Unified Station
I Grand Central Station.
2.4.5. E11'1a11ce111e11t Works. Additional components of the Unified Station I Grand

Central Station not covered by the foregoing shall be financed and
constructed by the Party that intends to construct such works
("Enhancement Works").
2.5. Operations and Managen1ent.
2.5.1. Area C (MRT-7). Consistent with Antecedent Clause D above, Area C (MRT-
7) shall be operated and maintained by ULC in accordance with the MRT-7
Agreement.
2.5.2. Area A-1 (LRT-1). Consistent with Antecedent Clause Mand Antecedent
Clause Q above, Area A-1 (LRT-1) shall be operated and maintained by
LRMC in accordance with the LRT-1 Agreement.
2.5.3. Area A-2 (MRT-3). Consistent with the MRT-3 Agreement, Area A-2 (MRT-
3) shall be operated and inaintained by DOTr or its assignee.
2.5.4. Area B (Co111mo11 Concourse). Consistent with the rights held by NTDCC
under the North Triangle Depot Agreements, Area B (Com1non Concourse)
shall be operated and maintained by NTDCC in accordance with prudent
industry practices, which shall be no less than the operational guidelines
that NTDCC observes in its other retail developments, and at no cost to any
of the other Parties.
2.5.5. Operating Hours.
a. Rail Operating Hours. The operating hours of LRT-1, MRT-3, and MRT-7
shall be set pursuant to the LRT-1 Agree1nent, MRT-3 Agreement, and
MRT-7 Agreement, respectively. In setting, or approving LRMC's or
ULC's proposal to set, the operating hours of LRT-1, MRT-3, and/or
MRT-7, DOTr and/or LRTA shall take into consideration the operating
hours of SM City North EDSA and Trinoma, including extended
operating hours during the holidays and special events. ~~
Memorandu1n of Agreement
Unified Station I Grand Central Station Page15 of 36
p
b. Area B-1 (Nortlz Common Concourse) Operating Hours. NTDCC shall keep
Area B-1 (North Common Concourse) open, accessible, and usable by
pedestrians, including transferring passengers to and from LRT-1, MRT-
3, and MRT-7, for the duration of the Rail Operating Hours set pursuant
to Section 2.5.5.a above. Such Area B-1 (North Common Concourse)
Operating Hours shall be set by NTDCC, and shall give due
consideration to the operational requirements of ULC for the MRT-7
System, of LRMC for the LRT-1 System., and of DOTr for the MRT-3
System, and shall require DOTr's prior written consent. Such Area B-1
(North Common Concourse) Operati,ng Hours shall, at a minimum,
ensure that Area B-1 (North Common Concourse) is open, accessible, and
usable at least 10 minutes before and after the Rail Operating Hours set
pursuant to Section 2.5.5.a above. This shall include the vertical access to
and frmn the Trinoma Mall ground level referred to in Section 2.2.5.g
above.
c. Area B-2 (South Common. Concourse) Operating Hours. Consistent with

Section 2.5.6.a below, NTDCC shall, at a n1inimum, keep Area B-2
(South Common Concourse) open, accessible, and usable by
pedestrians, including transferring passengers to and from LRT-1, MRT-
3, and MRT-7, at least 10 minutes before the Rail Operating Hours set
pursuant to Section 2.5.5.a above up to 9:00 PM. This shall include the
vertical access to and from the Trinoma l\1all ground level referred to in
Section 2.2.5.g above. Such Area B-2 (South Common Concourse)
Operating Hours shall be set by NTDDCC, and shall give due
System, of LRMC for the LRT-1 System, and of DOTr for the MRT-3
Syste1n, and shall require DOTr's prior written consent. DOTr may
direct NTDCC, and NTDCC undertakes, to extend the operating hours
of Area B-2 (South Common Concourse) beyond 9:00 PM, provided
Area B-1 (North Common Concourse) is no longer able to deliver the
Functional Assumptions within this after evening rush hour period,
particularly with respect to passenger traffic and movements between
Area A (LRT-1, MRT-3) and Area C (MRT-7), as they are cmnpleted,
pursuant to the operational require1nents of ULC for the MRT-7 System,
of LRMC for the LRT-1 System, and of DOTr for the MRT-3 System.
2.5.6. Additional Operational Parameters for Area B (Common Concourse).

Notwithstanding anything to the contrary in this MOA:
a. After Evening Rush Hour. NTDCC, in coordination with DOTr and/ or

LRTA, may determine the viability of operating Area B-2 (South
Common Concourse) beyond 9:00 Pl\11, and based on such detennination,
1nay choose to operate Area B-2 (South Common Concourse) after 9:00
PM with reduced service levels (e.g., lighting), or to close Area B-2 (South
Common Concourse) after 9:00 PM. For the avoidance of doubt, this
option of NTDCC is only with respect to Area B-2 (South Common
~
Men1orandun1 of Agreen1ent
Unified Station I (-:;rand Central Station Page 16 of 36
;VI
Concourse), and Area B-1 (North Common Concourse) shall be operated
consistent with Rail Operating Hours and Section 2.5.5.b above.
b. Personnel Deployment. NTDCC, in coordination with DOTr and/ or

LRTA, and consistent with prudent industry practices, shall determine
and implement the appropriate levels of security, janitorial, and other
personnel deployment in Area B (Com1non Concourse).
c. Service Levels. Subject to its obligation of ensuring that the Functional

Assumptions are at all ti1nes delivered in Area B (Connnon Concourse),
NTDCC, in coordination with DOTr and/ or LRTA, and consistent with
prudent industry practices, shall determine and implement the
appropriate lighting lux level and ventilation during the operating hours
of Area B (Common Concourse).
d. Operational Parameters Adjustments. Consistent with the public service

objective stated in Antecedent Clause R. above, and subject to 2.5.6.a
above, NTDCC undertakes to DOTr that it shall imple1nent adjustments
to the Operating Hours, Personnel Deployment, and Service Levels for
Area B (Common Concourse), as may be agreed, after DOTr gives due
System, of LRMC for the LRT-1 System, and of DOTr for the MRT-3
System, including changes in passenger traffic and movements within
the Unified Station/ Grand Central Station. DOTr may at any time direct
NTDCC to implement such adjustments with respect to Area B-2 (South
Common Concourse), to the extent that Area B-1 (North Co.mmon
Concourse) is no longer able to deliver the Functional Assumptions,
particularly with respect to passenger traffic and movements between
Area A (LRT-1, MRT-3) and Area C (MRT-7), as they are c01npleted,
pursuant to the operational requirements of ULC for the MRT-7 System,
of LRMC for the LRT-1 System, and of DOTr for the MRT-3 System.
Pursuant to Section 2.5.5 above and this Section 2.5.6, DOTr undertakes
that it shall ensure that all components of the Unified Station I Grand
Central Station shall at all ti1nes be operated in a manner that is
consistent with the operational requirements of ULC for the MRT-7
System, of LRMC for the LRT-1 System, and of DOTr for the MI~T-3
Syste1n.
2.5.7. Interco1111ection Requirement. Notwithstanding anything to the contrary in

this MOA, the MRT-3 Agreement, MRT-7 Agreement, and LRT-1
Agreement, ULC with respect to Area C (MRT-7), LRMC with respect to
Area A-1 (LRT-1, DOTr with respect to Area A-2 (MRT-3), and NTDCC with
respect to Area B (Common Concourse), undertake to operate their
respective components of the Unified Station I Grand Central Station in a ,
m. anner that is, at all times, consistent with the Interconnection Requirement .
prescribed in Section 2.2.2.d above. ~1-
Memorandurn of Agrecn1cnt
!/)/
2.6. Development Rights.
2.6.1. Area C (MRT-7). Consistent with Antecedent Clause E above, development

rights for Area C (MRT-7) shall be held and exercised by ULC in accordance
with the MRT-7 Agreement.
2.6.2. Area A-1 (LRT-1). Consistent with Antecedent Clause Q above, development
rights for Area A-1 (LRT-1) shall be held and exercised by LRMC m
accordance with the LRT-1 Agreernent.
2.6.3. Area A-2 (MRT-3). Consistent with its ownership of Area A-2 (MRT-3),
development rights for Area A-2 (MRT-3) shall be held and exercised by
DOTr or its assignee.
2.6.4. Area B (Common Concourse). Pursuant to the North Triangle Depot

Agreements, the development rights for Area B (Common Concourse) shall
be held and exercised by NTDCC, ALI, and certain other parties, provided
that the Functional Assumptions are observed at all times.
2.7. Coordination Committee.
2.7.1. Formation. A Unified Station I Grand Central Station Coordination

Comn1ittee ("Coordination Committee") shall be established within 30
calendar days from the signing of this MOA. The Coordination Committee
shall consist of one duly-authorized and designated representative from
each Party, and shall be chaired by the representative of the DOTr. During
its first meeting, which shall be held no later than 30 calendar days from the
signing of this MOA, the chainnan of the Coordination Committee shall
propose to the other Parties the Coordination Cmnmittee's rules and
procedures. The other Parties shall not unreasonably withhold its consent
to the chairman's proposal.
2.7.2. Functions and Coordination Flow.
a. Updates and Reports to DOTr. Each relevant party shall update and report
to DOTr their progress in preparing, completing, and imple1nenting their
respective Designs and Work Programs, and operating and maintaining
the Unified Station / Grand Central Station. The frequency of such
updates and reports shall be agreed by the Parties in the Coordination
Committee's rules and procedures, which shall, to the extent applicable,
be consistent with the LRT-1 Agreement and MRT-7 Agreement.
b. DOTr First Pass. DOTr shall preliminarily review the updates and reports
of each relevant Party, decide on matters or issues that require DOTr's
decision, and determine which matters or issues have to be referred to
the Coordination Com.mittee. :-,.tr
Nien1orandu1n of Agreement
Unified Station I Grand Central Station Page 18 of 3pP
c. Referral to Coordin11tio11 Committee. DOTr shall refer to the Coordination
Committee all matters or issues that may affect the Designs, Work
Programs, and other matters or issues that may be affected by this MOA
or any of the Other MOAs.
d. Parties' Inputs and Requests. With respect to matters or issues referred by

the DOTr to the Coordination Committee, each relevant Party may give
inputs or make non-binding requests with respect to the Designs and
Work Programs, and the operations and maintenance of the different
components of the Unified Station I Grand Central Station.
e. Improvement of Service Delivery. Through the Coordination Committee, all

Parties shall discuss and agree on measures that will further enhance and
improve service delivery to the users of the Unified Station I Grand
Central Station.
f. Grievances. Through the Coordination Con1mittee, the DOTr may receive

inputs from any other Party with respect to any other Partj's alleged
non-compliance with undertakings made in this MOA or in any of the
Other MOAs, and for the DOTr and the relevant Parties to seek an
immediate and amicable resolution of such alleged non-c01npliance.
g. DPiVH Interchange Project. DPWH shall prelitninarily review and decide

on matters or issues relating to the DPWH Interchange Project, and shall
refer to the Coordination Committee all matters or issues that may affect
such project.
2.8. Observance of Parties' Concession/Contractual Rights.
2.8.1. Acknmp/edgement. The Parties acknowledge, recognize, and affinn that (a)
ULC has rights under the MRT-7 Agreement; (b) LRMC has rights under the
LRT-1 Agreement; (c) NTDCC, ALI, and certain other parties have rights
under the North Triangle Depot Agree1nents; and (cl) SMPHI has rights
under the LRTA-SMPHI MOA ("Concession/Contractual Rights").
a. SMPHJ's Rights. The LRTA-SMPHI MOA shall be terminated and

cancelled, and SMPHI's rights in the LRTA-SMPHI MOA, as replicated
in this MOA, shall be maintained, subject to Section 3.4.3.a below.
2.8.2. Observance. The Parties shall implement and observe this MOA and the
Other MOAs, to the extent technically possible and com1nercially
reasonable, in a manner that is consistent with the Concession/Contractual
Rights.
2.8.3. Inco11siste11cy and Keep Whole Undertaking. To the extent that this MOA and
the Other MOAs cannot be implemented in a manner that is consistent with
the Concession/Contractual Rights, the DOTr and ULC with respect to the
MRT-7 Agreement, and the DOTr, LRTA, and LRMC with respect to the
~
ivlernorandtun of AgreemPnt
Unified St<1ti0n I Grand Central Station Page 19 of 36
//}/
LRT-1 Agree1nent, shall implement and observe the applicable "keep
whole" provisions of their respective concession agree1nents. This shall
include, a1nong others, provisions on compensation in case of a material
adverse government action, if any, provisions on issuing variation orders,
and the consequences of a contractual material breach.
a. Adjustment of Applicable MPSS/KPis. In the event that it is not technically

possible and/ or commercially reasonable to design the Unified Station I
Grand Central Station in a manner that is compliant with the Applicable
MPSS/KPis, DOTr and ULC, with respect to the MRT-7 Project, and
DOTr, LRTA, and LRMC, with respect to the LRT-1 Project, shall discuss
and agree on the possible adjustment of the affected MPSS/KPis. To the
extent that any adjustment may affect the Functional Assumptions and
the Interconnection Require1nent, the relevant Parties shall consult and
coordinate with SMPHI, provided, that in no case shall the Functional
Assumptions and the Interconnection Requirement be substantially
diminished or impaired.
b. Variation Order to ULC. To the extent that the location of the "Joint
Station" under the MRT-7 Agreement ("MRT-7 Agreement Location")
will be changed by the location of the Unified Station I Grand Central
Station under this MOA ("MOA Location"), as may be necessary, and
pursuant to Section 12 of the MRT-7 Agreement, DOTr shall issue a
Variation Order to ULC, substantially in the form herein attached as
Annex "G", for the transfer of the "Joint Station" from the MRT-7
Agreement Location to the MOA Location. Such Variation Order shall
contemplate, among others, the following:
I. ULC shall no longer construct the approximately 600-meter extension

of the MRT-3 guideway from the MRT-3 North EDSA Station to the
MRT-7 Agreement Location.
IL ULC shall no longer construct the MRT-3 portion of the "Joint

Station", which portion shall now be constructed by DOTr pursuant
to Section 2.4.2 above.
iii. ULC shall no longer construct the portion of the MRT-7 guideway
fro1n the MOA Location to the MRT-7 Agreement Location.
iv. ULC shall be entitled to the appropriate remedies under the MRT-7
Agreement to keep ULC whole, as a result of changes to its
commercial development rights and traffic assumptions, as may be
established to have resulted from the transfer of the "Joint Station"
from the MRT-7 Agreement Location to the MOA Location.
v. Among the remedies available under the MRT-7 Agreement to keep

ULC whole as a result of the above variations are: an adjustment to
the Amortization Payrnents payable by DOTr to ULC; an adjustment~~
Memorandu1n of Agree1nent
#
of the Project Cost; direct remuneration; an increase in fares; an
extension of the concession period; other remedies available under
applicable laws; and a combination of any or all of the foregoing; all
as may be permitted under, and pursuant to, the MRT-7 Agreement.
c. LRT-1 Agreement.
i. Increase in Grantors Budget. Since DOTr, instead of ULC, will now be

financing and constructing Area A-2 (MRT-3), the "Grantors Budget
for Common Station" in Section 8.2, Schedule 24 of the LRT-1
Agreement (and all other relevant I affected provisions), which was
originally intended to cover the construction only of Area A-1 (LRT-
1) at the LRT-1 Agreement Location, shall be increased from
PHPl,487,152,500.00 to PHP2,800,000,000.00.
ii. Concessionaire's Preliminary Design. In view of LRMC's agreement to

the development of the Unified Station I Grand Central Station
pursuant to the provisions of this MOA and the Other MOAs under
Section 2.1 above, LRMC hereby waives its right to submit a
Concessionaire Preliminary Design pursuant to Section 6.4.b of the
LRT-1 Agreement.
iii. Stabling Track. Notwithstanding anything to the contrary in this

MOA, during the detailed design stage for Area A (LRT-1, MRT-3),
the Designs shall include a stabling track in Area A-1 (LRT-1) for the
LRT-1 System, subject to agreement among LRMC, DOTr, and LRTA.
iv. Change of Location. In view of LRMC's agreement to the development

of the Unified Station I Grand Central Station pursuant to the
provisions of this MOA and the Other MOAs under Section 2.1 above,
LRMC waives any claim relating to (a) a reduction in LRT-1 ridership,
farebox, or c01nmercial revenue attributable to the transfer of the
location of the "Common Station" from the location indicated in
Section 6.4 and Schedule 24 of the LRT-1 Agreement to the location
under this MOA, and (b) an increase in operating costs attributable to
said transfer. For the avoidance of doubt, notwithstanding anything
to the contrary in this MOA, and consistent with Antecedent Clause
0 above, this Section 2.8.3.c.iv shall be without prejudice to DOTr and
LRTA's obligation, and LRMC's corresponding rights, with respect to
the completion, installation, and handover deadline for Area A (LRT-
1, MRT-3) as provided in Section 6.4.d of the LRT-1 Agreement. The
above shall be without prejudice to LRMC's rights relating to (a) a
delay in the completion, installation, and handover of Area A (LRT-1,
MRT-3); (b) despite Section 2.2.2.h above, the presence of curves or
elements that 1nay cause speed restrictions as described in said
Section 2.2.2.h; and (c) the inability of the relevant Party to timely put
up the appropriate structural integrity elements as required pursuant~
to Section 2.9.13 below. ~
Men1orandun1 of Agree1nent
Unified Station /Grand Central Station Page 21of36
JP
d. Necessary Approvals. DOTr, with the full and timely assistance of all other
Parties, shall seek to obtain all government approvals that may be
necessary to implen1ent any of the above Variation Orders and/ or
amendments to the MRT-7 Agreement and/ or LRT-1 Agreement.
2.9. Other Rights and Obligations.
2.9.1. SMPHI's Interconnection Rights.
a. Acknowledgement. The Parties acknowledge, recognize, and affirm that

SMPHI has a vested right to the Interconnection Requirement under this
MOA and the LRTA-SMPHI MOA.
b. No Additional Consideration. The Parties acknowledge that SMPHI's right

to the Interc;onnection Requirement requires no additional consideration.
For the avoidance of doubt, none of ULC, NTDCC, DOTr or Ll\TA shall
charge SMPHI for implementing the Interconnection Requirement.
c. Retention of 200 Million. Consistent with Antecedent Clause J above,

LRTA shall retain, and shall not be obliged to return to SMPHI, the
PHP200 million that SMPHI has paid to LRTA for the purpose of helping
finance the cost of construction of the Unified Station I Grand Central
Station. LRTA shall use such amount only for such purpose, and for
activities necessary, desirable or ancillary to such purpose.
d. Connection to Area C (MRT-7). For the avoidance of doubt:
i. Bridgeway Construction. SMPHI shall have the right to construct a

walkway /bridgeway on its own property, which shall connect the
pertinent level of SM City North EDSA to the Unified Station/ Grand
Central Station through Area C (MRT-7), pursuant to and consistent
with the Unified Station / Grand Central Station High-level Design
and Functional Assumptions ("SMPHI Bridgeway").
11. ULC Agreement. ULC shall permit the SMPHI Bridgeway to connect
to and integrate with Area C (MRT-7), at no additional cost charged
to SMPHI, provided, that this shall be without prejudice to this
connection and integration requirement being processed as part of the
Variation Process referred to in Section 2.8.3.b above.
iii. Functional Requirement. The entranceways between the SMPHI

Bridgeway and the Concourse Area for MRT-7, the entranceways
between the Concourse Area for MRT-7 and Area B (Common
Concourse), and the corridors of the Concourse Area for MRT-7, shall
have features consistent with the Functional Requirements (i.e., able
to deliver Level of Service Cat all times). \~
Men:iorandnn1 of Agreement
Unified Station I Grand Central Station Page 22 of 3:;a,
iv. Ownership, Operatio11, Maintenance, and Development Rights. SMPHI or
its assignee shall have ownership and the perpetual right to operate,
maintain, and exercise development rights over the SMPHI
Bridgeway.
2.9.2. PUV Access. SMPHI with respect to Area C (MRT-7) and NTDCC with
respect to Area A (LRT-1, MRT-3) shall provide pedestrian access to and
from both areas to public utility vehicle loading and unloading bays along
EDSA and North A venue.
2.9.3. Excluded Area. For the avoidance of doubt, (a) the area in between Area C
(MRT-7), Area A (LRT-1, MRT-3), Area B-1 (North Co1nmon Concourse),
and Area B-2 (South Cormnon Concourse), and (b) the area under and above
Area B (Common Concourse), exclusive of all support structures necessary
or desirable for Area B (Common Concourse) ("Excluded Area"), are not
part of the Unified Station I Grand Central Station, and all rights therein
held by third party /ies, including NTDCC and ALI, pursuant to the North
Triangle Depot Agreements, shall not be affected by this MOA or the Other
MOAs. NTDCC and DOTr shall ensure that the development and use of the
Excluded Area does not adversely affect the compliance of Area B (Common
Concourse) with the Functional Assumptions under Section 2.2.2.b above
and the Additional Design Parameters for Area B (Common Concourse)
under Section 2.2.5 above.
2.9.4. ROW. All Parties undertake to give the Right-of-Way ("ROW") reasonably
necessary for the development, construction, operation, and maintenance of
the Unified Station/ Grand Central Station.
2.9.5. Naming Rights. The Unified Station / Grand Central Station shall forever
bear and include in its final name (a) the phrase "SM North EDSA", in
consideration of SMPHI's financial assistance referred to in Antecedent
Clause J and Section 2.9.1.c above, and (b) the na1ne "Trinoma", in
consideration of NTDCC's undertaking to finance, construct, operate, and
maintain Area B (Common Concourse), at no cost to any of the other Parties,
pursuant to Section 2.4.3, Section 2.5.4, and Section 2.5.5.b above. The final
name of the Unified Station I Grand Central Station shall be decided by the
relevant Parties as soon as possible after the signing of this MOA.
2.9.6. Location of External Signage. Each ofSMPHI, ULC, LRMC, and NTDCC shall
have the right to recommend to DOTr the location of one external signage
for the Unified Station I Grand Central Station, which shall bear the final
name of the Unified Station I Grand Central Station. Such
recommendations shall not be unreasonably rejected by DOTr.
2.9.7. EDSA-North Avenue Footbridge.
a. The Designs shall incorporate a footbridge, as depicted in Aimex "A",

which shall connect the South-West side of EDSA, the North-East side of
'!\'--
Me1norandun1 of Agref'rnent
Unified Station I Grand Central Station Page23of}
EDSA / South side of North Avenue, and the North side of North
Avenue ("Footbridge").
b. The Footbridge shall be financed and constructed by DOTr and/or

LRTA.
c. The Footbridge shall be operated and maintained by DOTr, LRTA,

and/or the relevant government authority.
d. The functional design of the Footbridge shall be no less than the

functional design of the existing MMDA footbridges in the area that
provide the same connection.
e. The Footbridge shall be open, accessible, and usable by pedestrians at all

times (i.e., 24 hours a day, seven days a week).
2.9.8. MRT-7 Agreement Variation Procedure. Consistent with Section 2.8.2 above,
the periods necessary to process and approve the Variation Order that DOTr
will issue to ULC shall modify and take precedence, to the extent necessary,
the Design Deadline, Work Program Deadline, and the Unified Station I
Grand Central Station Deadline vis-a-vis ULC's obligations under Sections
2.2.l, 2.3.1, and 2.4.1 above.
2.9.9. Consistency with Rail and Road Network. DOTr with respect to all other Parties
shall ensure that the detailed and all other designs necessary for the Unified
Station I Grand Central Station and the DPWH Interchange Project shall be
in accordance and consistent with the DOTr's rail network and the DPWH's
road network.
2.9.10.Co/1111111iatio11 Plan and Number of Vehicular Lanes. DOTr with respect to all
other Parties undertakes to ensure that the calumniation plan for the Unified
Station I Grand Central Station, the DPWH Interchange Project, the MRT-7
Project, and the LRT-1 Project, including the indicated number of vehicular
lanes, shall substantially conform to, and shall not materially depart from,
what is indicated in Annex "C" and Annex "D". Any substantial or material
change shall be subject to the prior written consent of the affected Parties,
which consent shall not be unreasonably withheld. DOTr undertakes to
NTDCC that the said Calumniation Plan does not fall within any parcel of
land over which NTDCC has development rights.
2.9.11.Tmffic Flow. DOTr with respect to all other Parties undertakes to ensure that
the traffic flow indicated in Annex "D" is imple1nented. Any substantial or
material change shall be subject to the prior written consent of the affected
Parties, which consent shall not be unreasonably withheld.
2.9.12. Compatibility and Interoperability. To the extent applicable and necessary, as

may be determined by the DOTr, the Parties shall ensure that all
components or sections of the Unified Station I Grand Central Station are
~~
Memorandu1n of Agreement
Unified Station I Grand Central Station Page24 of 3~
compatible and interoperable. To achieve this, the commencement of works
for the affected components or sections shall be scheduled in the Work
Program to commence after the relevant Parties have agreed on the
compatibility and interoperability parameters of the relevant components
or sections.
2.9.13. Structural Integrity; Public Utilities. The Designs shall ensure the structural
integrity of all components of the Unified Station / Grand Central Station
and the affected components of the LRT-1, MRT-3, and MRT-7 systems. The
Designs shall also ensure that all c01nponents of the Unified Station I Grand
Central Station shall take into consideration the public utility infrastructure
and services in the area, including sewerage and garbage disposal.
SECTION 3
LRTA-SMPHI MOA AND JUDICIAL COMPROMISE
3.1. Filing of Joint Manifestation. Within a reasonable time from the signing of
this MOA, S.MPHI, DOTr, and LRTA shall file a Joint Manifestation
substantially in the form attached herein as Annex "H", infonning the
Supreme Court of the Parties' agreement as reflected in this MOA, and
SMPHI, DOTr, and LRTA's direction towards reaching an amicable
settle1nent. The Joint Manifestation shall include an undertaking to
ilnmediately inform the Supreme Court of any development relating to the
Unified Station I Grand Central Station, and to file the appropriate
pleadings for this purpose, including the filing of the Joint Motion for
Judgement referred to in Section 3.4.2 below.
3.2. Subservience. By entering into this MOA and the Other MOAs, the Parties
do not intend to supplant or defy the TRO. The Parties hereby agree that
this MOA and the Other l'vIOAs shall only be effective to the extent
consistent with, and not in violation of the TRO. Notwithstanding any act
of any Party in relation to the drafting, preparation, approval, finalization,
and any other works related to the completion of the Designs and the Work
Program, which inay be construed as in conflict with, or constitute a
violation of, the TRO, SMPHI waives its remedy to seek contempt against
such Party. For the avoidance of doubt, this shall include the Variation
Order process vis-a-vis Area C (MRT-7) and ULC referred to in Section
2.8.3.b above.
3.3. Approval of the ] udicial Compromise as Condition Precedent. All

provisions of this MOA and of any of the Other MO As that may be covered
by the TRO ("Affected Provisions") shall not yet be effective, and shall only
become effective, after the Supreme Court grants the Joint Motion for
Judgement based on the Compromise Agreement (the "Judicial '
Meniorandum of Agreen1ent
lJnified Station I
(~rand Central Station Page25of3~
3.4. Co1npromise Agreement and Joint Motion for Iudgment.
3.4.1. Compromise Agreement. Subject to the completion of the Conditions

Precedent listed under Section 3.4.3 below, and provided that this MOA has
been executed, DOTr, LRTA, and SMPHI shall execute a Compromise
Agreement for the settlement of the Supreme Court Case and the RTC Civil
Case.
3.4.2. Joint Motion for Judgment. Subject to the c01npletion of the Conditions
Precedent listed under Section 3.4.3 below, DOTr, LRTA, and SMPHI shall
file a Joint Motion for Judgement based on the Compromise Agreement
before the relevant courts.
3.4.3. Suspension of Effectivity and Conditions Precedent.
a. Prior to CPs Completion. Prior to the completion of all the Conditions

Precedent ("CP") in Section 3.4.3.c below:
i. The Compromise Agree1nent shall not yet be effective;
ii. The obligation to file the Joint Motion for Judgment shall not yet be
effective; and
iii. The LRTA-SMPHI MOA shall not yet be terminated and shall
continue to be binding and effective.
b. Upon CPs Completion. Immediately upon completion of all the CPs in

Section 3.4.3.c below:
1. The Compromise Agreement shall become effective;
11. The obligation to file the Joint Motion for Judgment shall become due;
and
iii. The LRTA-SMPHI MOA shall automatically be terminated.
c. Conditions Precedent.
L Execution of this MOA;
ii. Ratification by the Board of Directors of LRTA of this MOA shall

become effective;
iii. Finalization and approval by the DOTr Bids and Awards Committee
("BAC") of the following:
(a) Detailed Designs. Detailed Designs for Area A (LRT-1, MRT-3) (i.e.,
the portion that will be constructed by DOTr), which shall include':}[
i'vlemorandum of Agreen1ent
Unified Station I Grand Central Station Page26of3~
Detailed Designs for Area B (Com1non Concourse) and Area C
(MRT-7), and which Detailed Designs shall be prepared in
coordination with LRMC (with respect to Area A (LRT-l,MRT-3)),
NTDCC (with respect to Area B (Common Concourse)) and ULC
(with respect to Area C (MRT-7)). DOTr, LRMC, NTDCC, and
ULC shall ensure that the Detailed Designs shall be in accordance
with the DOTr and DPWH road and rail network. These Detailed
Designs shall at all times be consistent with the interests of all the
Parties and of the public, and shall substantially conform to, and
not materially depart from, the Unified Station / Grand Central
Station High-Level Design. The Detailed Designs shall include the
agreed location of columns for Area C (MRT-7), which locations
shall take into consideration the driveways and access points into
SM City North EDSA, and which shall be consulted by DOTr with
SMPHI. For the avoidance of doubt (i) the colmnniation and
related structures shall not obstruct foot and vehicular traffic
access to SM City North EDSA, which has been existing for the
past thirty (30) years, and (ii) there shall be at least three (3) lane
access to SM City North EDSA at-grade level. For the avoidance of
doubt, the Detailed Designs for Area C (MRT-7) shall be prepared
pursuant to the Variation Order process referred to in Section
2.8.3.b above.
(b) Work Program. DOTr BAC Approval of the necessary Work

Programs in accordance with this MOA.
(c) Area C (MRT-7 Calumniation). For the avoidance of doubt, DOTr

undertakes to SMPHI that the location of columns in the Detailed
Designs, as described in Section 3.4.3.c.iii(a) above, shall be
implemented by DOTr pursuant to the Variation Order process
referred to in Section 2.8.3.b above.
iv. Obtaining the applicable approval or notation from the National

Economic Development Authority, as inay be necessary to implement
thisMOA.
3.4.4. SMPHI Reservation of Rights. The Parties acknowledge that SMPHI is only
agreeing to execute the Compromise Agreement and file the Joint Motion
for Judgement in consideration of the Parties' undertakings under this
MOA. SMPHI, accordingly, reserves its rights to any applicable legal
remedy vis-a-vis DOTr and LRTA in the event of any Party's non-
compliance with any of its relevant undertakings under this MOA.
3.5. Non-Application to Excluded Area. For the avoidance of doubt, none of the
TRO, this MOA, or any of the Other MOAs shall operate to restrain any
activity to be done within the Excluded Area described in Section 2.9.3
above by the relevant parties that hold rights therein. ,\~
Me1norandum of Agreenient
Unified Station I Grand Central Station Page 27 of 3Jtv
SECTION 4
DPWH INTERCHANGE PROJECT
AND DPWH UNDERTAKINGS
4.1. DOTr-DPWH MOA. The DOTr shall execute a MOA with DPWH,
substantially in the fonn attached herein as Annex "I", to ensure that the
DPWH Interchange Project is coordinated with the Designs and Work
Programs for the Unified Station / Grand Central Station, and is consistent
with the Calumniation Plan, Number of Vehicular Lines, and Traffic Flow
referred to in Sections 2.9.10 and 2.9.11 above.
4.2. Design and Work Program Parameters. To the extent technically possible
and commercially reasonable, DPWH undertakes to DOTr that it shall
ensure that the designs and work progran1 for the DPWH Interchange
Project shall not unnecessarily or unduly impede the Completion of the
Unified Station I Grand Central Station pursuant to Section 2.2.4, 2.3.3, and
2.4.1 above, and the subsequent operation, and maintenance of the Unified
Station I Grand Central Station. Otherwise, DPWH and DOTr, through the
Coordinating Comn1ittee shall agree on a technical or engineering solution
after consultation with all relevant Parties. DPWH and DOTr shall agree on
each of their responsibilities with respect to interfacing the DPWH
Interchange Project and the Unified Station I Grand Central Station Project.
4.3. Consultations. DPWH shall consult and coordinate (a) with SMPHI, LRMC,
NTDCC, and ALI with respect to the designs and work program for its
EDSA-North Avenue-West Avenue Interchange, and (b) with SMPHI, ULC,
NTDCC, and ALI with respect to the designs and work program for its
North Avenue-Mindanao Avenue Interchange.
4.4. Right of Way. DOTr and DPWH undertake to provide the ROW that may
be necessary for the Unified Station I Grand Central Station and any
necessary constructions for the LRT-1, l\1RT-3, and MRT-7 guideways,
including to the extent necessary to comply with the Calumniation Plan,
Number of Vehicular Lines, and Traffic Flow referred to in Sections 2.9.10
and 2.9 .11 above, provided that DOTr and/ or DPWH possess the necessary
rights with respect to such ROW.
4.5. Calumniation Plan, Number of Vehicular Lanes, and Traffic Flow. DOTr
undertakes to SMPHI to cause DPWH, and DPWH undertakes to DOTr, that
the Colmnniation Plan, Number of Vehicular Lanes, and Traffic Flow, as
may be relevant to or affected by the DPWH Interchange Project, shall
substantially conform to, and shall not materially depart from, that
indicated in Section 2.9.10 and Section 2.9.11 above, and shall in all cases be
consistent with Section 3.4.3.c.iii(a) above.
4.6. Structural Integrity. In designing and constructing the DPWH Interchange

Project, DPWH undertakes to DOTr that it shall ensure the structural
integrity of the guideways of LRT-1, MRT-3, and MRT-7 and any affected
,\+'
Me1norandun1 0f Agreement
lJnified Station I Grand Central Station Page 28 of 36J"
substructures and foundations of Area A (LRT-1, MRT-3), consistent with
applicable laws and prudent industry practices, including the installation of
temporary reinforcement works that may be needed during the construction
of the DPWH Interchange Project. DOTr, DPWH, and LRTA shall discuss
and timely agree on their allocation of costs among each other for any
reinforcement works that may be required. Any such reinforcement works
shall be consulted and coordinated with ULC with respect to the affected
MRT-7 guideways, with LRMC with respect to the affected LRT-1
guideways, and DOTr and LRTA with respect to MRT-3 guideways and
Area A (LRT-1, MRT-3).
4.7. DPWH Undertakings. Notwithstanding anything to the contrary in this

MOA, DPWH's undertakings and obligations herein are inade only to the
extent connected with or relevant to the DPWH Interchange Project.
SECTION 5
GOOD FAITH IMPLEMENTATION
5.1. Good Faith Imple1nentation. The Parties enter into this MOA in good faith,
and shall accordingly perform all acts consistent with, and restrain from any
conduct that may subvert, the MO A's intent.
5.2. MOA's Intent. For the avoidance of doubt, the intent of this MOA is (a) to
promote the convenience of the riding public and implement seamless
intermodal connectivity, especially for the com1nuting public who will use
and transfer between LRT-1, MRT-3, and MRT-7, by constructing,
operating, and maintaining ("Develop I Development I Developing") the
Unified Station / Grand Central Station pursuant to the tenns of this MOA;
(b) to the extent technically and com.mercially reasonable, to Develop the
Unified Station I Grand Central Station in a manner that is consistent with
the Concession/Contractual Rights; and (c) to the extent that the Unified
Station I Grand Central Station cannot be Developed in a manner that is
technically possible and/ or commercially unreasonable vis-a-vis the
Concession/Contractual Rights, to still proceed with the Development of
the Unified Station I Grand Central Station, provided, that the affected
Party is "kept whole" pursuant to the applicable provisions of the applicable
concession agreement.
5.3. All Concerns. The Parties represent that all their concerns with respect to
the Unified Station I Grand Central Station I Common Station I Joint
Station, including its location, design, and the allocation of rights and
obligations with respect to the station, are fully and exhaustively addressed
by the terms of this MOA and the Other MOAs, or will be addressed by the
future agree1nents, documents, rules, and guidelines that will be executed,.,\'-
or agreed on by the Parties pursuant to this MOA. ~
Metnorandun1 of Agree1nent
Unified Station I Grand Central Station Page29of3y
SECTION 6
EXECUTION OF OTHER MOAS
The Parties shall execute separate MOAs between or among son1e (not all) of the
Parties pursuant to this MOA, which consist of the following:
6.1. MOA among DOTr, LRTA, and LRMC, which, ainong others, shall (a) deem
the Unified Station / Grand Central Station as the "Common Station"
referred to in the LRT-1 Agree1nent, and (b) specify the respective areas of
Area A (LRT-1, MRT-3) over which LRMC and DOTr shall have the
obligation to operate and maintain, and over which LRMC and DOTr shall
have development rights (i.e., to define the scope of Area A-1 (LRT-1) and
Area A-2 (MRT-3)).
6.2. MOA between DOTr and DPWH, substantially in the form attached herein
as Annex "I", which, among others, shall ensure the coordinated
Develop1nent of the Unified Station I Grand Central Station and the DPWH
Interchange Project.
SECTION7
REPRESENTATIONS AND W ARRANfIES
7.1. Mutual Representations and Warranties. Each Party represents and

warrants that:
7.1.1. Existence, Capacity, and Legality.
a. It is duly organized, validly existing, and in good standing under the

laws of the Philippines or the country of its incorporation or
establishment, with all requisite corporate power and authority under
the laws of such jurisdiction to conduct its affairs as presently conducted.
b. It has full legal right, power, and authority to execute and deliver this
MOA, to enter into the transactions and incur obligations provided for
in this MOA, and to perform and observe the terms and conditions of
thisMOA.
c. All consents, authorities, and approvals that may be necessary for the
effectivity of this MOA have been secured.
d. This MOA shall constitute its legal, valid, and binding obligation,
enforceable in accordance with its terms.
e. The execution of this MOA and its compliance with the provisions of this
MOA will not conflict with, or constitute a breach or default of any
contract or other instrument by which it or any of its assets is bound, or
any law of the Philippines or the country of its incorporation or
establishment, or any regulation, judgment, or order of any office,
agency, or instrumentality thereof. ~(I~
Me1norandum of Agreen1ent
if//
f. Except for the Supreme Court Case, the RTC Civil Case, and the TRO, to
the extent that they may be applicable, there are no pending actions,
suits, judicial or governntental proceedings or investigations against or
related to it or its business in the Philippines which would be reasonably
likely to adversely affect, delay or restrict its ability to consummate the
transactions contemplated in this MOA within the timeframe provided
in this MOA; and there is no reasonable basis known to it for any sud1
action that may result in such effect and is probable of assertion.
7.1.2. Co111pli1111ce with Laws. It has complied with and is presently complying with
in all respects, in connection with its rights and obligations affected by the
Unified Station I Grand Central Station, with all applicable laws, including
all applicable concession agreements, and all environmental laws and
regulations, and there exists no condition that would constitute a violation
of such laws and regulations.
7.2. Representations and Warranties for Antecedent Clauses.
7.2.1. SIYIPHI represents and warrants that Antecedent Clauses H, I, J, K, R, S, T,

and U are true and correct.
7.2.2. ULC represents and warrants that Antecedent Clauses B, C, D, E, F, R, S, T,

7.2.3. LRMC represents and warrants that Antecedent Clauses L, M, N, 0, P, Q,

7.2.4. NTDCC represents and warrants that Antecedent Clause U is true and
correct.
7.2.5. DOTr represents and warrants that all Antecedent Clauses are true and
correct.
7.2.6. DPWH represents and warrants that Antecedent Clauses U, V, and W are
true and correct.
7.2.7. LRTA represents and warrants that Antecedent Clauses H, I, J, K, L, M, N,

0, P, Q, R, S, T, and U are true and correct.
7.2.8. Non-Exhaustive List of Antecedents. Each Party represents and warrants that
the Antecedent Clauses may not be an exhaustive list of antecedents that
may be relevant to the subject matter of this MOA.
7.3. Inderru1ity. The Parties agree to indenmify the other Party or Parties against
all liabilities, damages, costs, and expenses, including legal costs, which
such Party may incur as a result of or in connection with any breach by sue~\")-
Men1orandtn11 of Agree1nent
lfnified Station I Grand Central Station Page 31 of 3Jtv
inderru1ifying Party of its undertakings, representations or warranties under
thisMOA.
7.4. Full Understanding. The Parties hereby represent and warrant that they
have read and understood the terms and conditions herein set forth and
agree to be bound therewith.
SECTION 8
GENERAL PROVISIONS
8.1. NTDCC, ALL and Assignees. The develop1nent rights for the parcel of land
over which Area B (Common Concourse) and a portion of the Tail Track for
LRT-1 are intended to be constructed are held by NTDCC, and ALI, by
virtue of its being a party to this MOA, is acting for and on behalf of NTDCC.
NTDCC, acting directly or through ALI, shall have the absolute right to
assign all of the rights and obligations of NTDCC under this MOA to any
affiliate of ALI or affiliate of NTDCC, consistent with the North Triangle
Depot Agreements, upon prior written notice to the other Parties.
8.2. Discrepancies. Where there is any conflict or inconsistency between any

provision of this MOA and any of the LRTA-SMPHI MOA, MRT-7
Agreement, LRT-1 Agreement, DOTr-DPWH MOA on the DPWH
Interchange Project, and/ or any of the Other MOAs, the provision of this
MOA shall prevail. Where there is any conflict or inconsistency between any
provision of any of the Other MOAs and any of the LRTA-SMPHI MOA,
MRT-7 Agreement, LRT-1 Agreement, and DOTr-DPWH MOA on the
DPWH Interchange Project, the provision of the concerned MOA shall
prevail.
8.3. Further Assurances. The Parties, upon the request of a Party, shall
im1nediately and without delay, execute and deliver all such further acts,
documents, transfers and assurances as may be necessary or desirable to
effect complete consummation of the transaction contemplated by this
MOA.
8.4. Severability. If any provision of this MOA shall be determined by a court of

competent jurisdiction to be invalid or unenforceable in any jurisdiction,
such determination shall not affect the validity or enforceability of the
remaining provisions of this MOA in such jurisdiction or affect the validity
or enforceability of such provision in any other jurisdiction.
8.5. Amendment and Waiver. This MOA may not be amended, modified or
supplemented by the Parties in any manner, except by an instrument in
writing signed by all Parties. The failure of any Party hereto to enforce at
any time any of the provisions of this MOA shall in no way be construed to
be a waiver of any such provision. No waiver of any breach of or non-
compliance with this MOA shall be held to be a waiver of any other or
subsequent breach or non-compliance. \fr
Me_morandum of Agreement
Jll.r
8.6. Assignn1ent. Except as provided in Section 8.1 above, this MOA shall not be
assigned by any Party without the prior written consent of the other Parties,
provided, that prior written notice shall be sufficient, and no prior consent
shall be required, for an assignment of Concession/Contractual Rights to an
affiliate of the assignor. This MOA shall inure to the benefit of and be
binding upon the Parties and their respective successors and permitted
assigns.
8.7. Antecedent Clauses. The Antecedent Clauses form an integral part of this
MOA.
8.8. Counterparts. This MOA may be executed in any nun1ber of counterparts,

each of which shall be deemed an original of this MOA and all of which
together shall constitute one and the same instrument. Any signature page
delivered by fax or in .pdf version shall be binding to the same extent as an
original signature page. Any Party who delivers such a signature page
agrees to promptly send an original thereof to any Party who requests same.
8.9. Entire Agreement. This MOA and other documents and agreements
contemplated hereby contain the entire agreement among the Parties with
respect to the subject matter hereof and thereof and supersede and cancel
all prior agreements whether oral or written, letters of intent, term sheets,
memoranda of understanding or otherwise with respect thereto. In case of
inconsistencies with any other agreements or contracts, the provisions of
this MOA shall prevail.
8.10. Notices. Any notices or other communications required or permitted to be

given under this MOA or otherwise in coru1ection herewith shall be in
writing and shall be deemed to have been duly given and received if
delivered personally, mailed by registered or certified mail (return receipt
requested) or sent by overnight delivery service to the Parties at the
addresses specified in this MOA or at such other addresses as shall be
specified by the Parties by like notice.
8.11. Governing Law. This MOA shall be governed by, and be construed in
accordance with, the laws of the Republic of the Philippines.
8.12. Dispute Settlement. Any dispute, controversy or claim arising out of or

relating to this MOA or any of the Other MOAs, or the interpretation,
construction, breach, termination or invalidity thereof, shall be settled by
arbitration in accordance with the Philippine Dispute Resolution Center,
Inc. (PDRCI) Arbitration Rules as at present in force. The number of
arbitrators shall be three. The place of arbitration shall be Mandaluyong
City, Philippines. The language to be used in the arbitral proceedings shall
be~~. ~
[End of document.]
Metnorandtun rif Agreement

Unified Station I Grand Central Station Page 33 of 3fi;v
IN WITNESS WHEREOF, the Parties have signed this Unified Station / Grand
Central Station MOA on the date above mentioned.
SM PRIME HOLDINGS, INC. UNIVERSAL (LRT) CORPORATION

(BVI)
By: By:
II
~ll~ \) /_
Jeffri[~c: Lim/~ fl'b Ra;nS.Ang
P1 rszdent f I Chaimwnand President
LIGHT RAIL MANILA CORPORATION NORTH TRIANGLE DEPOT

COMMERCIAL CORPORATION
represented herein by:
AY A LAND, INC.
By:
By{/ l/
R~
President and CEO \
H~ard v ent o. Dy
Presideeland CEO
DEPARTMENT OF TRANSPORTATION DEPARTMENT OF

PUBLIC WORKS AND HIGHWAYS
By: By:
~) ;/
l/~t/c---
H rthur P. Tugad~ Hon. Mark A. Villar
SecretitrY r Secretary
~J LIGHT I)JUL-'.fit IT AUTHORITY

~ ~--
By:
~- /
Gen. Re".(:ldo Berroya (Ret.)

Pidministrator
~ I
Me1norandum of Agreen1ent
Unified Station I Grand C::entral Station Page34ofjv
Witnesses:
SM PRIME HOLDINGS, INC. UNIVERSAL (LRT) CORPORATION

\(~VO
By: By. . I, r~ -
\T[ n;-f1~~1r1:fil\
Loren:& GI. Formoso III
LIGHT RAIL MANILA CORPORATION NORTH TRIANGLE DEPOT

COMMERCIAL CORPORATION
represented herein by:
AYALA LAND, IN
c{~vf-- r~
7
By:
~ Auguto ZohI d\ y'1)

l .
Mnl V. Pngilinon { /
DEPARTMENTOFTRANSPORTATION('-,/ DEPARTMENTOF .
PUBLIC WORKS AND HIGHWAYS
By: By:
LIGHT RAIL TRANSIT AUTHORITY
Memorandum of Agreen1ent
ACKNOWLEDGEMENT
Republic of the Philippines )

Makati City ) S.S.
BEFORE ME, a Notary Public for and in Makati, Philippines, this l81h day of
January 2017, personally appeared the following:
Competent Proof Place I Date

Issued I Expiry
SM Prime Holdings, Inc. Passport No. Manila I
by: Jeffrey C. Lim, President EB6135323 14 August 2017
Universal (LRT) Corporation (BVI) Passport No. Manila I

by: Ramon S. Ang, Chairman & President XX0492943 21 February
2018
Light Rail Manila Corporation Passport No. Manila I
by: Rogelio L. Singson, President & CEO EC7444733 21 April 2021
North Triangle Depot Commercial Corporation Passport No. Manila I

by: Ayala Land, Inc. EC8377126 22 July 2021
by: Bernard Vincent 0. Dy, President & CEO
Department of Transportation Passport No. Pampanga I

by: Hon. Secretary Arthur P. Tugade EC0002246 14 January 2019
Department of Public Works and Highways Passport No. Manila I

by: Hon. Secretary Mark A. Villar EC4567002 issued 9 July
2015
Light Rail Transit Authority Driver's License Quezon City I
by: Gen. Reynaldo Berroya (Ret.) Cl 0-66-006004 11 March 2017
who were identified by me through their respective competent evidence of

identity, as indicated above, to be the same persons described in the foregoing
instrument, and acknowledged before me that their respective signatures on the
instrument were voluntarily affixed by them for the purposes stated therein, and
declared to me that they have executed the instru1nent as their free and voluntary
act and deed and that they have the authority to sign on behalf of the entity that
they represent.
WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first
above-written. (?<Att--f- -
D N0. i:Z . /'(il.A-M'', CAMILLE ,..:o;zlV.:sPELETA
OC. -11:_ __ ' /
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.. .......... : f",s. ', ot~ry Pu"lic for Maka ti City

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Page No. __ . __ ; ,' ~ .. <:,,\ Appointment No. M-398 until Dec. 31, 2017
/ ~: .<:_:.' Roll ol Atlorney No. 64 509 . .
Book 1\To. _, i.}f NOTARY PUBLIC~""\ PTR No. 591385 2MD 01105117.tvlakatt City
Series of 2017. \*;_ROLL NO. 64509
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~-----~
~ FAOUTIES
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!
~ L. 7.33 ESC.
~-7 (-.. STR.
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NOTE: DIMENSIONS TO BE VERIFIED DURING DETAILED ENGINEERING DESIGN STAGE; SUBJECT TO VARIATION ORDER FOR MRT 7 PROJECT
SHEET NAME< REVISION DATE SCALE< PREPARED BY<

DOTR
CONCOURSE LEVEL PLAN 1c1000 DATE<
28 SEPT. 2016
NAME OF PROJECT< > - - - - - - - + ----____,SHEET NUMBER! CHECKED BY<
GRAND CENTRAL STATION DATE<

EDSA WING (LINE 1 I LINE3)
T 0 M 0 N U M E N T 0
0 RECLAMATION AREA EDSA NORTH UNDERPASS
(SOUTHBOUND)
EDSA NORTH AVENUE UNDERPASS

(NORTHBOUND)
TRINOMA TRANSPORT
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~~ LOADING/UNLOADING
-----------
AREA
GRAND CENTRAL STATION
SCALE: 1:1000MTS
SHEETNAMEt
GROUND LEVEL PLAN
~NAM_E_O-FP_R_~_EC-T1---------------------------------------------------:__ _ _,___ __;-s-

He
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DATE
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SCALE<
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PREPARED BY<
DOTR
DATEt
28 SEPT. 2016
t
;t.,,

GRAND CENTRAL STATION DATE! I

18.00 75.33 28.42 CONNECTION TO
PARAMOUNT
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FAOLITIES PAID AREA
I 11
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33
:::: ESC CONCOURSE
L. 7.13
cil\J::, ii
::: Lffi'E1' PAID AREA l
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I
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~L. 7.13
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~ / / / , ) < / _____ _
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REVISION DATE
~
DOTR
PASSENGER FLOW - FROM LINE 1 1c1000 DATEI
28 SEPT. 2016
NAME OF PROJECT1 1 - - - - - - + - - - - - - - l SHEET NUMBER< CHECKEDBY1
GRAND CENTRAL STATION DATE ~

~___L__ _ _ _ _ _ _ ______l______________t________-\U~"
18.00 75.33 28.42 CONNECTION TO
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I
I
I
I
SCALE: 1:1000MTS
SHEET~E1 REVISION DATE SCALE I PREPARED BYt

DOTR
PASSENGER FLOW - FROM LINE 3 1c1000 DATE<
28 SEPT. 2016
NAME OF PROJECT< 1 - - - - -t - -- - - - - - i SHEET NUMBER< CHECKED BY<

18.00 75.33 28.42 CONNECTION TO
PARAMOUN T
FOOTBRIDGE
ESC.
sm. .
-~
PAID AREA '::' g:

STATION
I
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STATION
FACILITIES
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:is
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8.50
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STATION
FACILITIES CONCOURSE LEVEL
EDSA GRAND CENTRAL STATION
SCALE: 1:1000MTS
SHEETNAMEc REVISION DATE SCALE< PREPARED BY<

DOTR
PASSENGER FLOW - FROM LINE 7 1c1000
18.00 75.33 28.42 CON NECTION TO
PARAMOUN T
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STATION
FAC1UTIES
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lg:
:~; ':: is:
WA LK WA PASSENGER FLOW
FROM SM NORTH EDSA
ED SA
SKYGARDEN
CONCOURSE LEVEL
SCALE: 1:1000MTS
SHEETNAME1
PASSENGER FLOW - FROM SM NORTH EDSA

REVISION DATE SCALE I
1c1000
f-p-~_Pr_~_e_o_ev_'---jraf1.>
DATEI . \
NAME OF PROJECT1 r------r--------i SHEET NUMBER!

GRAND CENTRAL STATION DATE1
18.00 75.33 28.42 CONNECTION TO
PARAMOUN T
ESC. ,. FOOTBRIDGE
STR. ,--=~=------~--"'---,
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I
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STATION ELEV. :~ NORTH

~
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FACILITI ES
~L. 7. 13
F~~~g.~S ELEV. ;g
PAIDAREA l~~
~~
\YA LK WA
PASSENGER FLOW
FROM TRINOMA
FROM TRINOMA
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TRINOMA . .-~--
,,
----
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/ ~L. 8.50
I
I
I
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I
I
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SCALE: 1:1000MTS
SHEETNAMEr REVISION DATE SCALEr PREPARED BY<

DOTR
PASSENGER FLOW - FROM TRINOMA 1c1000 DATEr
28 SEPT. 2016
NAME OF PROJECT< r - - -- - t - - - - - SHEET NUMBER! CHECKED BY<
GRAND CENTRAL STATION DATEc

130.00
L I tl E 0 E P A T U ~L. 12.01
L A T F' 0
TO TAFT
" TO LIN E 3
AVEN UE EX IST I NG G U IOEYIA Y ~l. 1 1.1 1(TOR)~~ TURN BACK
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T F 0 R IA ELEV. ~l. 12. 01
------------ ---------t:----~~-~~----~--------E~~----------------
ELEV.
..,. TO LINE 1
:;j TURNBACK ~~ N E YI GU I OE\YA Y ~L. 11. 11(TOR)~~ TO NIYOG
,._______ ----~----------------------------------------..,.----
L I N E OEPARTU
LATFORM
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- -------- - --------------------1I
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I SCALE: 1:1000MTS
/ I
SHEETNAMEt REVISION DATE SCALE< PREPARED BY<

DOTR
PLATFORM LEVEL PLAN 1t1000 DATE<
28 SEPT. 2016
NAME OF PROJECT< r------t-------iSHEETNUMBE~ CHECKED BY<
GRAND CENTRAL STATION DATEr

KEY PLAN
TO TURNBACK TO NIYOG
LINE 1 PLATFORM LEVEL

TO
SECONDARY
CONNECTION
STATION FACILITIE.G
EDSA SOUTHBOUND11 0 RECLAMATI ON AREA EDSA ~pRTHBOUND TO MONUMENTO

II II
11 II
II II SERVICE ROAD
II
II
II
11 TRI NOMA
11 II
II II
I II
II SOUTHBOUND NORTH OUND II
OF DEPRESS OF DEPRESS
TO CUBAO TO MONUMENTO
TO CUBAO TO MONUMENTO -
SECTION A EDSA WING SOUTH CONCOURSE
SCALE: 1:200MTS
NOTE1 DIMENSIONS TO BE VERIFIED DURING DETAILED ENGINEERING DESIGN STAGE
SHEET NAME< REVISION DATE SCALE< PREPARED BY< \

DOTR
>---------<
TYPICAL SECTION - EDSA WING - SECTION A-A 11200 DATE<
28 SEPT. 2016
NAME OF PROJECT< 1 - - -- - 1 - - - - - - - - - < SHEET NUMBER< CHECKED BY<

KEY PLAN
TO TAFT TO TURNB ACK TO TURNBACK TO NIYOG

TO
SECONDAI'{
CONNECT!
STATION FACILITIES
0 RECLAMATION AREA EDSA ~pRTHBOUND TO MONUMENTO

II
II
11 SERVICE ROAD
II
11
TRINOMA
II
II
I II
SOUTHBOUND NORTH OUND II
SECTION B EDSA WING PAID AREA

SCALE: 1:200MTS

DOTR
TYPICAL SECTION - EDSA WING - SECTION B-B 1c200 DATE<
28 SEPT. 2016
NAME OF PROJECT< 1---____,I -_ _ ____, SHEET NUMBER< CHECKED BY<

KEY PLAN
TO TAFT TO TURNBACK TO TURNBACK TO NIYOG

~ ~ LIN E 1 PLATFORM LEVEL
TO .~ TO
WEST AVENUE ATRIUM
_______lJ!mMru!.PA_ I
-'---~-~--E-
DS_A_~_N_
G _N_
O_RT_H_C_O_N_
CO
_U_R-
SE---"-<"----------------------,---~~~~~~~~--j ~
l============!=====~========~==~==V=========~~=jl\=l==tft=~~l==:=!Wfi==l====l====M===========#:t=======tft=filt'==========4===#lf'===M=====#================!=~F===~-----!ll'lll~~Q,jg_ -l.
EDSA SOUTHBOUND110 RECLAMATION AREA EDSA ~pRTHBOUND TO MONUMENTO
II II
II II
II II SERVICE ROAD
II
II
II
II
TRINOMA
II II
II II
I II
ii SOUTHBOUN D NOR TH OUND II
SECTION C EDSA WING NORTH CONCOURSE

SCALE: 1:200MTS

DOTR
TYPICAL SECTION - EDSA WING - SECTION C-C 11200 DATE<
28 SEPT. 2016
NAME OF PROJECT< >---- - -1 - - - -- 1 SHEET NUMBER< CHECKED BY<

TOP OF Cl ADDfll._ CQLUMN (PROJ TEill) _
KEY PLAN
POCKET
TRACK
~~
. t=:==\ .. t=:==\ . . c:=="\.
Pl ATFORM LEVQ_ _
TOP OF RAIL ELJ 4M_
SOEFIT OF YIAD.lli:T_B_EAM 11 5
TRINOM A EL 11.M_ _
TO 0
M NORTH EDSA
CONCOUR SE LEYEL ..6._5 _ __ _
SOEFIT LEVEL 7....5 _
ROAD LEVEL 1. U _
TO ELLIPTI CAL RD . a EXISTING

DRAINAGE
SYSTEM
SECTION D EDSA WING WEST CONCOURSE

SCALE: 1:200MTS
NOTE: SUBJECT TO VARIATION ORDER FOR MRT 7 PROJECT
SHEETNM1E1 REVISION DATE SCALE! PREPARED BYI

DOTR
TYPICAL SECTION - NORTH AVENUE WING - SECTION D-D 1c150 DATE1
28 SEPT. 2016
NM1E OF PROJECT< 1--- -- +-- - ---1 SHEET NUMBER< CHECKED BY<

TOP OF CLAQQ_ED_(;OLlJMN (PROJ . .__IBQ)_
KEY PLAN
Pl AIFORM LE.'LEL
TOP OF RAI UL.HM _ _ _
SOFFIT OF VJADU.CT BEAM 11 5

TRINOMA EL._ll M__
LINE
CONCOURSE _LEVEL 8.~-
SOFFIT LE VEL7.!i__
ROAD LEVEL...L 77_

EXISTIN G
DRAINAGE
SYSTEM
SECTION E NORTH AVENUE WING PAID AREA

SCALE: 1:150MTS

DOTR
TYPICAL SECTION - NORTH AVENUE WING - SECTION E-E 1c150 DATE<
28 SEPT. 2016
NAME OF PROJECT< 1 - - - -- - t -- - ---1 SHEET NUMBER< CHECKED BY<

TOP OF Cl ADDECLCQl.lJMN (PROJ TBJ2) _
KEY PLAN
Pl ATFORM I EVEL _
TOP OF RAIL EL....L4M_
SOFFIT OF YIADU..C T .BEAM 11 5

TRINOMA EL. 11 M._ _
TO TO
SEC . CONN. STA TI N F CILITI ES SM ORTH EDSA
CONCOURSE LE'lEl. 6.5 _ __
SOFFI T LEVEL 7 -5... _
ROAD LEVEL l.7L _

EXISTING
DRAINAGE
SYSTEM
SECTION F NORTH AVENUE WING END OF STATION

SCALE: 1:150MTS
SHEETNAMEr REVISION DATE SCALE< PREPARED BYr
TYPICAL SECTION - NORTH AVENUE WING- SECTION F-F 1t150 DATEr
NAME OF PROJECTr 1 - - - -- t - - ------1 SHEET NUMBER< CHECKED BYr
DATEr
KEY PLAN
ED SA WIN G NORTH AVENUE WIN G
A T R U M
TD CUBAO TD MONUMENTD
SECTION G NORTH CONCOURSE ATRIUM WEST CONCOURSE CONNECTION

SCALE: 1:300MTS
NOTE: DIMENSIONS TO BE VERIFIED DURING DETAILED ENGINEERING DESIGN~MGSESUBJECT TO VARIATION ORDER FOR MRT 7 PROJECT
SHEETNAMEc REVISION DATE SCALE< PREPARED BY<

DOTR
TYPICAL SECTION - NORTH CONCOUSE, ATRIUM, WEST CONCOURSE- SECTION G-G DATE<
28 SEPT. 2016
NAME OF PROJECT< 1 - - - - - - + - - - - - t SHEET NUMBER< CHECKED BYc
GRAND CENTRAL STATION DATEc

KEY PLAN
I I
I I
I
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\
I
I I
I I
I I
-~~ ~ -~ -~
I I
I
I
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-
I =:II I lo:::::::i:::::ll I llMiJJ[ I ILL....L...JI I I
\
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-
JllllL ~11 ll
- - -
I
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JI 11 Jll 'L JI I ll Jlllll Jll 11

I El1SA_Wlt:l.G, !:LA TEQBM l EY'EL L I I 11 1 1111 ILJll llL Jll _JllllLJlllL 1 _1 JI 1111Y\-lllfn1 _.1 _._. Jll11m I
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====:JI : I 11 """' nl
I I I
El1SA_Wlt:l.G, CQNDOUBSE LEVEL

I I
I
I
I
I
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I
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- - - - - -- -J - - - - - - - -
: -- - - -
SQEElI O_L BE.AM - - - - - -
~
~ - J - ::J - - - - - - - - -
>-- >-- j_ _ _ j_
1" '+ + + ~
SECTION H - OBSERVED CLEARANCES AND PROJECTED ELEVATION, EDSA WING

SCALE: 1:500MTS
NOTE : DIMENSIONS TO BE VERIFIED DURING DETAILED ENGINEERING DESIGN STAGE; SUBJECT TO VARIATION ORDER FOR MRT 7 PROJECT
SHEETNAME1 REVISION DATE SCALE I PREPARED BY<

DQ=lll!?EPARED
TYPICAL SECTION - EDSA WING - SECTION H-H 1c500 DATE<
28 SEWT'fi!016
NAME OF PROJECT< 1-------+-------; SHEET NUMBER< CHECKED BY<
CHECKED
DATE2
\s\
LAYOUT PLAN FOR E:DSA/WEST AVE JNOR fH AVE:

UNDERPASS SCHEME
AND
MMICP-VI DETAILED DESIGN LAYOUT PLAN
FOR NORTH AVE/MINDANAO AVF.
LEFT TURN UNDERPASS AND LEFT TURN F-LYOVE-R
283 179 263

112 171
.-'""'..
: ~
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C) SECTION - 1 (STA. o... a~) CD ~CTION - 2 (STA. 0+ ~) C) SECTION - 3 (STA. 0+3B~) C) SECTION - 4 (STA. 0+ ~) CD SECTION - 2 (STA. OH~)
CONCEPT DRAWINGS
KEY PLAN
NOT TO SCALE
SM NORTH EDSA
PORTIONS OF EXISTING WALKWAY
THAT WILL BE AFFECTED DURING
CONSTRUCTION
EXISTING SM PU BUS BAYS EXISTING 3.00M-WIDE FOOTBRIDGE-- --

PC GIRDER---~
TOP OF PARAPET PROPOSED TEMPORARY
FOOTBRIDGE DURING
TOP OF RAIL CONSTRUCTION PERIOD
- - - - - - ....______ _ ______
u
:z
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0 ct:
0 <(
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LO _J
u
SM NORTH EDSA PU BUS BAYS :z
TO CUBAO >
SECTION
PLAN OF AFFECTED AREA OF FOOTBRIDGE SCALE 1: 100 MTS
SCALE 1: 200 MTS
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CONCEPT DRAWINGS
4
OF ~ AIL
4
OF ~AIL
I
<it.
OF ~ AIL
I
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OF ~AIL
I 8.00 ! ! 8.00
! I
I
LINE OF SM CANOPY---1- I I
fUTURE LINE 1
I I
,__r--i~'-, ,JT~L,
I i I I ! I
I ! I I I
I ' i 1 ' I
_,_,TO'-P__,O,,_,_
'- - F_,_R_,,_A"-"'LI_ _ _ __ ---+----hl.:::tl__ ___ '.~J:j ~J:--!~-1=
_,:c!:1--4 TOP OF RAIL
0
STEEL BOX GIRDERS ---~~ 0
0
n
0 0
c:i
L() L()
N N
0
0
Lri
SM BUS BAYS E D s
CROSS SECTION
SCALE 1: 100 MTS
EXI STING FOOTBRIDGE

PC GIRDER
STEEL BO X GIRDERS PC GIRDER
m
.TOP OF PARAPET ~
I
~
[TOP OF RAIL _I
":::, +0 l,,
C'i
I
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0
n I
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s
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< TO MONUMENTO
- ~ ~ ,-------, - -
TO CUBAO
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LONGITUDINAL SECTION
SC ALE 1:100 MTS
,--,
LJ EXISTING COLUMNS
PROPOSED NEW COLUMNS
0 BORED PILES
r ----,
I1,_ _ _ _ _JI PORTALS
- PROPOSED ISLANDS
D DPWH UNDERPASS/TUNNEL
D LINE 1 & 3 VIADU CT
D UNIFIED COMMON STATION
UNIFIED COMMON STATION

VIADUCT AND COLUMN LAYOUT
SCALE: NTS
SHEETNAME1 REVISION DATE SCALE1 PREPARED BYI

DOTR
UNIFIED COMMON STATION VIADUCT AND COLUMN LAYOUT
DATE<
28 SEPT. 2016
NAME OF PROJECT< t - - -- -- t - - - ----1 SHEET NUMBER< CHECKED BYc
LINE 1, LINE 3 & LINE 7 UNIFIED COMMON STATION DATE<

PROPOSED
NORTHBOU ND
UNDERPASS {COVER)
2S3 179 263

112 171
!
I
PROPOSEOi....
FUTURE
UNDERPASS (OPE
MRT-7 LINE
PROPOSED
SOUTHBOUND
UNDERPASS (OPEN)
PROPOSED TRJNOMA
NORTHBOUND
UNDERPASS (OPEN)
PROPOSED
UNIFIED COMMON STATION NORTHBOUND

UNDERPASS (OPEN)
AND DPWH GROUND LEVEL PLAN

SCALE: NTS
/) 2
PROPOSED
tmRTHBOUNO
UtlDERPASS (COVER)
283 179 263 284

171
PROPOSED
SOUTHBOUtlO
UNDERPASS (COVER)
4-,u~~tf ~ ~a1.<1
PROPOSED
FLYOVER
------=-~k-l-
--- - -
---===--===
PROPOSEJ FUTURE
UtlOERPASS (OPE MRT-7 LINE
PROPOSED
SOUTHBOUND
UNDERPASS (OPEN)
PROPOSED
tlORTHBOUUD TRltlOMA
UNDERPASS (OPEN)
UNIFIED COMMON STATION PROPOSED

NORTHBOUND
UtlOERPASS (OPEN)
VIADUCT LAYOUT PLAN

SCALE: NTS
PROPOSED
NORTHBOUND
UNDERPASS (COVER)
283 179 263

112 171

~
=~-" I
u L_J I. .,,. I. .__ '(:"~
___,~~! ~
PROPOSEDL FUTURE
UNDERPASS (OPE MRT7 LINE
PROPOSED
SOUTHBOUtlD
UNDERPASS (OPEN)
I
PROPOSED

~
TRltlOMA
NORTHBOUND
UNDERPASS (OPEN)
PROPOSED
UNIFIED COMMON STATION NORTHBOUND

UNDERPASS (OPEN)
GROUND LEVEL VEHICULAR FLOW

SCALE: NTS
Annex E_Functional Assumptions for the [US-GCS] .
~E1CTION ~;~;TH . oc;- I~ - ~
W2 10.50
1 to 2 42.00 'i 0 M 0 N U M E N T 0
1to3 61.00
;~~:\
----'--'::~o'-5"------------------->< -r_ ___,._
::...~t_
..,.
vi-"_ CL
4 to 5 108.00 ---r-~-'--
' -------------------"'
' ~.~
'l --~ LINE 3
4 to 6 125.00 : ,
:
ED SA NORTH. AVENUE UNDERPASS .
{ N 0 R T . H B . 0 U N D )-
: -.
1
,.
I- 1. I
Assumptions: Ground d!, iJ Ph I
CL
- : ~tt-
I
40,000 pox/hr= 667 pox/min r
T~
I
I
-----<>---~
LOS C: 1.4- 2.3 sqm per pox (1.85 sqm) N J .R E. o S A B U S-
WoLRWOIJ Length op to 3: 61.00 m

WoLRWOIJ Length of 4 to 6: 125.00 m
Formula for W1
667 x 1.85 sqm
61.00 m
=20.23 m +/-2m
width of W1 for LOS C
Formula for W2
667x1.85 sqm
125.00 m
=9.87 m +/-2m
width of W2 for LOS C
,..
Im dldl
[F UV EXPRESS
T ERM INAL
Source: Tmesaver Standards for Urban Design by Watson, Plattus,

Shibley
Walkways: Level of Service C LINE 1-LlNE 3-LINE 7 UNIFIED STATION GROUND LEVEL
Average edestrian Area Occupancy: 15-25 SQ. ft. (1.4-2.3 mSQ.) per person
Aver e Flow Volume: 10-15 PFM
r--
Planning and design for pedestrians
Annex F_Levels of Service for Walkways and Stairways

Planning and design for pedestrians I I
Notes on arrival processes LEVEL OF SERVICE STANDARDS FOR WALKWAYS

Volume (P} vs. Module (M)
Arrival processes are an important determinant of the characteristics VOLUM( U")
of use of all pedestrian facilities and spaces, indoors and outdoors. The
arrival sequence should be clearly visualized and accommodated by ~
the designer before qualitative design standards are applied . There are
two basic types of pedestrian arrival processes: b11/k process and i11ter111it-
.....
i "t-~~~...--t~--t~~-~-t-~--4~~~-~-+~~1----<
:c
te11t pl'Ocess arrivals.An example of a bulk process arrival pattern occurs li
after a sporting event, when there is an immediate mass exodus of i
spectators, or at a railroad terminal platform, when a fully loaded pas- Ii IS
senger train discharges in a few minutes. 2

Ill
... ID
Intermittent arrival and departure patterns are characteristic of a typi- "'cz
cal pedestrian facility such as a large transportation terminal,,or office
building, served by multiple sources of demand. Intermittent arrival m
......
Cl SHOPPERS
MUL Tf.DIRECTIOHAL
facilities tend to have more regular overall traffic patterns, but are sub- Ol--...lli...4-~-4~~-l--~-+-~--+~~-+-~-'-~---11--~..;-~~
ject to short term surges of traffic volume considerably higher than the
average, as well as short-term gaps in which traffic volume falls far
~ 0 10 IS 3S
(M) MODULE- SQUARE fEEJ AREA PER PEDESTRIAN

so
below the average.

Fig. 14. Level of Service Standards of Walkways: Pedestrian flow volume and area
: 1 relationships.
I.'.
Design of pedestrian spaces involves application of traffic engineering

principles plus consideration of human convenience and the design
environment. Many authorities use maximum capacity ratings for di-
mensioning pedestrian space. Too often, little or no consideration of
human .c onvenience has been made in adopting the ratings. In such
cases, the maximum capacity of a pedestrian traffic stream is attained
only when there is a dense crowding of pedestrians. This in effect is
" planned congestion. " Significant reductions in pedestrian conve-
nience will result, as pedestrians are restricted and unable to maneuver.
1
Since human convenience and amenity should be the primary consid-
eration in environmental and urban design, pedestrian design stan-
dards should reflect the more generous space allocations. Level of Ser-
vice standards permit a very close approximation for planning pedes-
trian zones that are safe, convenient and functional to a specified de-
sign standard.
The Level of Service Concept was first developed in the field of traffic
engineering in recognition of the fact that capacity design was, in
effect, resulting in planned congestion. The Level of Service concept Walkway standards
provides a useful standard for the design of pedestrian spaces as well. Breakpoints that determine the various levels of service have been
Pedestrian service standards should, similarly, be based on the freedom determined on the basis of the walking speed, pedestrian spacing, and
to select normal locomotion speed, the ability to bypass slow moving the probabilities of conlict at various traffic concentrations. The stan-
pedestrians, and the relative ease of cross- and reverse-flow movements dards provide the means of determining the design quality of corri-
at traffic concentrations. dors, sidewalks and entranceways. The effect width of corridors must
be reduced by 18 in. (46 cm) on each corridor side, to account the
Level ~f Service standards are not a substitute for judgment. The d~ human propensity to maintain this separation from stationary objects
signer must examine all elements of pedway design, including such and walls, except under the most crowded conditions.Where there is a
traffic characteristics as the magnitude and duration of peaks, surging tendency for window-shopping or viewing of exhibits, net width
or platooning caused by traffic-light cycles or transit arrivals, and the should be reduced by an additional equal amount, to allow for stand-
economic ramifications of space utilization. ing pedestrians. When designing sidewalks, the effective walkway
width must be reduced by an additional 2 ft. (61 cm) or more, to
The Level of Service standards detailed below are based on a range of account for the constricting effects of street impediments such as park-
pedestrian area occupancies. Design volumes for walkways and stair- ing meters, light standards, fire hydrants and receptacles. Traffic signals
ways are presented as a range.Walkway and stairway Levels of Service at corners also interrupt sidewalk flow, increasing sidewalk densities.
are illustrated by drawings of one directional flow at the approximate
pedestrian area occupancy representing that service level. The draw- Illustrations ofWalkway Levels of Service are shown in Fig. 15. The
ings are supplemented by a written description of the qualitative as- correspondence with pedestrian flow volume and area relationships is
pects of each Level of Service. indicated on the curve in Fig. 14.
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12 Planning and design for pedestrians
Walkways: Level of Service A

Average Pedestrian Area Occupancy: 35 sq. ft. (3.25 m sq.) per
person, or greater.
Average Flow Volume: 7 PFM (Pedestrian Foot per Minute), or less.
At Walkway Level of Service A, sufficient area is provided for pedestri-

ans to freely select their own walking speed, to bypass slower pedestri-
ans, and to avoid crossing conflicts with others. Designs consistent with
this Level of Service would include public buildings or plazas without
severe peaking characteristics or space restrictions.
Walkways: Level of Service B

Average Pedestrian Area Occupancy: 25-35 sq. ft. (2.3-3.25
m sq.) per person.
Average Flow Volume: 7-10 PFM.
At Walkway Level of Service B, sufficient space is available to select

normal walking speed, and to bypass other pedestrians in primarily
one-directional flows.Where reverse directions or pedestrian crossing
movements exist, minor conflicts will occur, slightly loweri11g mean
pedestrian speeds and potential volumes. Designs consistent with this
Level of Service would be of reasonably high quality, for transporta-
tion terminals and buildings in which recurrent, but not severe, peaks
are likely to occur. .
Walkways: Level of Service C

Average Pedestrian Area Occupancy: 15-25 sq. ft. (1.4-2.3 m
sq.) per person.
At Walkway Level of Service C, freedom to select individual walking

speed and freely pass other pedestrians is restricted. Where pedestri-
~
ans cross movements and reverse flows exist, there is a high probabil-
..,
ity of conflict requiring frequent adjustment of speed and direction
. ~
to avoid contact. Designs consistent with this Level of Service would
if'
represent reasonably fluid flow. However, considerable friction and
' )1 interaction between pedestrians is likely to occur, particularly in
l~ifl!
.
multidirectional flow situations. Examples of this type of design
would be heavily used transportation terminals, public buildings, or
open spaces where severe peaking, combined with space restrictions,
limit design flexibility.
Walkways: Level of Service D

Average Pedestrian Area Occupancy: 10-15 sq. ft. (1 m-1.4 m
sq.) per person.
Average Flow Volume: 15-20 PFM,
At Walkway Level of Service D, the majority of persons would have

their normal walking speeds restricted and reduced, due to difficulties
in bypassing slower moving pedestrians and avoiding conflicts. Pedes-
trians involved in reverse flow and crossing movements would be sev-
erally restricted, with the occurrence of multiple conflicts with others.
Designs at this Level of Service would be representative of the most
crowded public areas, where it is necessary to alter walking stride and
direction continually to maintain reasonable forward progress. At this
-- ---~ ...................--~--'"""I- - - -~---~-~
IL ~w; l -(,j :O'o ('l/t Ei3 !.i
~----~- ... Level of Service there is some probability of intermittently reaching
critical density, causing momentary stoppages of flow. Designs consist-
ent with this Level of Service would represent only the most crowded
public areas.
Fig. 15. Level of Service Standards of Walkways: Pedestrian flow volume and area
relationships.
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!~
j;
/
Planning and design for pedestrians I 3
Walkways: Level of Service f

Average Pedestrian Area Occupancy: 5-10 sq. ft. (.46-1 m sq.)
per person.
At Walkway Level of Service E, virtually all pedestrians would have

their normal walking speeds restricted, requiring frequent adjustments
of gait.At the lower end of the range, forward progress wo~1ld only be
made by shuffiing. lnsufficient areas would be available to bypass slower
moving pedestrians. Extreme difficulties would be experiences by pe-
destrians attempting reverse flow and cross flow movements. The de-
sign volume approaches the maximum attainable capacity of the walk-
way, with resulting frequent stoppages and interruptions of flow. This
design range should only be acceptable for short peaks in the most
crowded areas. This design level would occur naturally with a bulk Level of Service E
arrival traffic patterns that immediately exceeds available capacity, and
this is the only design situation for which it would be recommended.
Examples would include sports stadium design or rail transit facilities
where there may be a large but short term existing of passengers from
a train. When this Level of Service is assumed for these design condi-
tions, the limited adequacy of pedestrian holding areas at critical de-
sign sections, and all supplementary pedestrian facilities, must be care-
fully evaluated for amenity and safety.
Walkways: Level of Service F

Average Pedestrian Area Occupancy: 5 sq. ft. (.46 m sq.) per
person or less.
Average Flow Volume: Variable, up to 25 PFM .
At Walkway Level of Service F, all pedestrian walking speeds are ex-

tremely restricted. Forward progress can only be made by shuffling.
There would be frequent, unavoidable contact with other pedestrians,
and reverse or crossing movements would be virtually impossible.Traf-
fic flow would be sporadic, with forward progress based on the move-
ment of those in front. This Level of Service is representative of a loss
of control and a complete breakdown in traffic flow. Pedestrian areas
l.e'Jef Cf Ss111ice F
below 5 sq. ft. are more representative of queuing, rather than a traffic
flow situation . This Level of Service is not recommended for walkway
design. Fig. 15. cont. Level of Service Standards of Walkways: Pedestrian flow volume and
area relationships.
Stairway Standards
When designing stairs, increased attention is required to avoid and
eliminate safety hazards (Fig. 16). In addition to design judgment in
evaluating th e traffic patterns and peaking characteristics recom-
mended for use ofWalkway Standards, the following factors should be
considered in stairway design:
PROJECnNG
NOSE
Stairs should be located so as to be readily visible and identifiable as a
means of direct access to the levels they are designed to interconnect;
Clear areas large enough to allow for queuing pedestrians should be

provided at the approaches to all stairways;
Stairs should be well lighted;
Stair nosing, riser, tread, and railing configurations should be designed

to assist human locomotion, particularly for the individuals with 1. RECOMMENDED 2. NOT RECOMMENDED
limited capacity;
Riser heights should be kept below 7 in. (18 cm), to reduce energy Fig. 16. Stair design . Rounded stair nosings are preferred. Stairs with projected
expenditure and to increase traffic efficiency; noising cause locomotion difficulties.
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14 Planning and design for pedestrians
When a stairway is placed directly within a corridor, the lower capacity

of the stairway is the controlling factor in the design of the pedway
section;
Where minor, reverse flow traffic volumes frequently occur on a

stair, the effective width of the stair for the major direction design
flow should be reduced by a minimum of one traffic lane, or 30 in.
(41 cm) .
Stairway Levels of Service w ith pedestrian flow volume and area rela-
tionships are illustrated in Fig. 17 and Fig. 18.
Stairways: Level of Service A

Average Pedestrian Area Occupancy; 20 sq. ft. (1 .9 m sq.) per
person, or greater.
Average Flow Volume: 5 PFM, or less.
At Stairv;ay Level of Service A, sufficient area is provided to freely

select locomotion speed, and to bypass other slower moving pedes-
trians . No serious difficulties would be experienced with reverse
traffic flows. Designs at this Level of Service would be consistent
with public buildings or plazas that have no severe traffic peaks or
space limitations.
Stairways: Level of Service B

Average Pedestrian Area Occupancy: 15-20 sq. ft. (1.4-1.9 m
sq.) per person .
At Stairway Level of Service B, representing a space approximately 5

treads long and 3 to 4 ft. (. 9 to 1.2 m) wide, virtually all persons may
freely select locomo tion speeds. However, in the lower range of area
occupancy, some difficulties would be experienced in passing slower
moving pedestrians. Reverse flows would cause minor traffic conflicts.
Designs at this Level of Service would be consistent with transporta-
tion terminals and public buildings that have recurrent peak demands
and no serious space limitations.
Stairways: Level of Service C

Average Pedestrian Area Occupancy: 10-15 sq. ft. (.9-1.4 m
sq.) per person.
At Stairway Level of Service C, representing a space approximately 4

to 5 treads long and about 3 ft. (.9 m) wide, locomotion speeds would
be restricted slightly, due to an inability to pass slower moving pedes-
trians. Minor reverse traffic flows wou ld encounter some difficulties.
Design at this Level of Service would be consistent with transporta-
tion termin als and public buildings with recurrent peak demands and
some space restrictions.
Stairways: Level of Service D

Average Pedestrian Area Occupancy: 7-10 sq. ft. (.7-.9 m sq.)
Fig. 17. Level of Service Standards of Stairways.
per person.
Average Flow Volume: 10-13 PFM .
At Stairway Level of Service D, representing a space approximately 3

to 4 treads long and 2 to 3 ft. (.6-.9 m) wide, locomotion speeds are
restricted for the majority of persons, due to the limited open tread
space and an inability to bypass slower moving pedestrians. Reverse
flows would encounter significant difficulties and traffic conflicts. De-
signs at this Level of Service would be consistent with the more
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Planning and design for pedestrians 15
crowded public buildings and transportation terminals that are sub- LEVEL OF SERVICE STANDARDS FOR STAIRWAYS
Volume (Pi vs. Module (Ml
jected to relatively severe peak demands.
VOLUME (P) Figure 4.2.
Stairways: Level of Service E sz "'

Average Pedestrian Area Occupancy: 4-7 sq, ft. (.4-.7 m sq.) i l~
per person. m
... F E D c 8 A
Average Flow Volume: 13-17 PFM .

..
i
;!: "' -~ +-
At Stairway Level of Service E. representing a space approximately 2 .... \\

to 4 tread lengths long and 2 ft. (61 cm) wide, the minimum possible ~ " "
-
area for locomotion on stairs, virtually all persons would have their ..
~
ID -- ~ +--
i~ \.
normal locomotion speeds reduced, because of the minimum tread
'~
length space and inability to bypass others. Intermittent stoppages are
likely to occur, as the critical pedestrian density is exceeded. Reverse
traffic flows would experience serious conflicts. This Level of Service
s
- --r-
~ ..... __ /~OVjHST~~
UPST1AIRS~ - -- --
would only occur naturally with a bulk arrival traffic pattern that im- 10 15 JO

mediately exceeds available capacity. This is the only design situation
IS
"
IMJ MODULE -- SQUARE FUT AREA PER PEDESTRIAN
SQ
for which it would be recommended. Examples would include sports

stadiums or transit facilities where there is a large uncontrolled, short-
term exodus of pedestrians. Fig. 18. Level of Service Standards of Stairways. Pedestrian flow volume and area
relationships.
Stairways: Level of Service F
Average Pedestrian Area Occupancy: 4 sq. ft. (.4 m sq.) per
person, or less.
Average Flow Volume: Variation to 17 PFM.
At Stairway Level of Service F, representing a space approximately l to

2 tread lengths long and 2 ft. (61 cm) wide, there is a complete break-
down in traffic flow, with many stoppages. Forward progress would
depend on movement of those in front. This Level of Service is not
recommended for design .
Queuing standards )!
r"'
~i
Queuing Level of Service standards are based on human dimensions,
personal space preferences and pedestrian mobility.The designer should
not only apply queuing standards in areas designed primarily for pedes-
trian waiting, such as elevator and theater lobbies, but rather in other
areas in which queuing is likely to result from service stoppages of inad-
equate capacity of pedestrian service facilities . Pedestrian holding areas
on the approaches to stairs, or other critical areas, should also be de- Fig. 19. Level of Service Standards (representative) of Queuing in the A to B range.
signed to hold waiting pedestrians. Areas such as railway and bus plat-
forms have critical pedestrian holding capacities, which, if exceeded, can
cause persons to be injured by being pushed onto tracks or roadways. In amples would include better-designed passenger concourse areas and
addition to their ability to hold standees, queuing areas have different baggage claim areas.
internal circulation requirements, based on the type of use. For examples,
an airport baggage claim area must be capable of holding persons wait- Queuing: Level of Service B-Restricted Circulation Zone
ing for baggage as well as those moving out of the area with baggage, Average Pedestrian Area Occupancy: 10-13 sq. ft. (.9-1.2 m
Queuing Levels of Service that are as dense as Level D are not recom- sq.) per person.
mended, except as a temporary exigency, such as traffic crosswalks. Lev- Average Inter-person spacing: 3-1 /2 to 4 ft. (1.1 to 1.2 m).
els E density is not acceptable except for elevators. Level F is unaccept-
able in any designed usage. Jllustrations representative of Queuing Lev- At Queuing Level of Service B, space is provided for standing and re-
els of Service from A to D are shown in Figs. 19 and 20. stricted circulation through the queue without disturbing others. Ex-
amples would include railroad platforms and passenger concourse areas.
Queuing: Level of Service A-Free Circulation Zone
Average Pedestrian Area Occupancy: 13 sq. ft, (1.2 m sq.) per Queuing: Level of Service C-Personal Com(ort Zone
person, or more. Average Pedestrian Area Occupancy: 7-10 sq. ft. (.6-,9 m sq.)
Average Inter-person spacing: 4 ft. (1.2 m) or more. per person .
Average Inter-person spacing: 3 to 3-1 /2 ft, (.9 to 1.1 m).
At Queuing Level of Service A, space is provided for standing and free
circulation through the queuing area without disturbing others. Ex- At Queuing Level of Service C, space is provided for standing and
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Annex G DOTr-ULC Variation Order
_January 2017
UNIVERSAL LRT CORPORATION (BVI) LIMITED

20th Floor San Miguel Properties Centre
No. 7 Saint Francis Street, Ortigas Center
Mandaluyong City, M.M.
Through: Atty. Oscar L. Paras, Jr.

Project Director/ Authorized Representative
for the MRT-7 Project
Subject: DOTr Variation Order for the MRT-7 Project
Dear Atty. Paras:
Pursuant to the MOA 1 among DOTr, ULC and other parties dated 18 January 2017
regarding the Unified Station I Grand Central Station, and pursuant to the MRT-7
Agreement, ULC is hereby requested to make the following changes to the MRT-7
Project:
1. ULC shall construct the MRT-7 portion of the "Joint Station" at the MOA Location
instead of at the MRT-7 Agreement Location.
2. ULC shall no longer construct the approximately 600-meter extension of the MRT-3
guideway from the MRT-3 North EDSA Station to the MRT-7 Agreement Location,
which extension shall now be constructed by DOTr pursuant to Section 2.4.4 of the
MOA.
3. ULC shall no longer construct the MRT-3 portion of the "Joint Station", which
portion shall now be constructed by DOTr pursuant to Section 2.4.2 of the MOA.
4. ULC shall no longer construct the portion of the MRT-7 guideway from the MOA
Location to the MRT-7 Agreement Location.
Pursuant to Section 12.3 of the MRT-7 Agreement, ULC is hereby requested to prepare
the work details and cost estimates for this Variation Order.
Should ULC have any objection to the requested variation, please communicate the
same in writing to the undersigned within 15 calendar days from receipt of this
Variation Order. Otherwise, ULC shall be deemed to have no objections.
Very truly yours,
Hon. Arthur P. Tugadet('_

Secretary, Department of Transportation
Words and expressions defined in the Memorandum of Understanding among SMPHI, ULC,
LRMC, ALI, DOTr, DPWH, and LRTA dated 1B January 2017 shall have the same meanings in this
Variation Order, unless the context requires otherwise.
t
. -,
Annex H SMPHI-DOTr-LRTA Joint Manifestation
REPUBLIC OF THE PHILIPPINES

SUPREME COURT
MANILA
FIRST DIVISION
SM PRIME HOLDINGS, INC.,

Petitioner,
-versus- G.R. No. 213234

For: Petition for Injunction with
Prayer for Temporary Restraining
THE LIGHT RAIL TRANSIT Order and Writ of Preliminary
AUTHORITY AND THE Injunction
DEPARTMENT OF
TRANSPORTATION AND
COMMUNICATIONS,
Respondents.
x-----------------------------------------x
JOINT MANIFESTATION
[INSERT NAME OF ALL THE PARTIES], by counsel, most

respectfully manifest:
1. In a Resolution dated July 30, 2014, the Honorable Court issued

a temporary restraining order ("TRO") enjoining the Respondents LIGHT
RAIL TRANSIT AUTHORITY ("LRTA") and DEPARTMENT OF
TRANSPORTATION AND COMMUNICATIONS 1("DOT"), their agents
and representatives, from proceeding with the transfer of the Common Station
in front of SM City North EDSA to the new site in front ofTrinoma Mall in
No1ih Avenue, Quezon City.
2. Specifically, the Honorable Court ordered in its Resolution:
NOW, THEREFORE,you, the Light Rail Transit Authority and

the Department of Transportation and Communications, and/or
all persons acting upon your orders or, in your place or stead,
effective immediately and continuing until further orders
1
Now called the "Department of Transportation".
\'""q.lt .k_/_,.,.,
J~
!
from this Court, are hereby ENJOINED from proceeding with
the transfer of the Common Station in front of SM City N01ih
EDSA to the new site in front ofTrinoma Mall in North Avenue,
Quezon City. (Emphasis supplied.)
3. The Honorable Court has not lifted the issued TRO to date.
4. In the spirit of amicable settlement, the Parties have resumed

negotiations with each other, together with other interested parties for a
possible amicable settlement of the issues involved regarding the subject
matter of this case.
5. The parties have joined the negotiations with interested parties

such as: 1) Universal LRT Corporation (BVI) Limited ("ULC"); 2) Light Rail
Manila Corporation ("LRMC"); 3) North Triangle Depot Commercial
Corporation, ("NTDCC"); and 4) Department of Public Works and Highways
("DPWH"). As a result ofinitial negotiations, the paiiies have entered into a
Memorandum of Agreement dated 18 January 2017 (the "MOA") as a
preliminary step. Attached as Annex "A" is a copy of the MOA together with
its annexes.
6. With more time, the Parties are optimistic that they will come up
with a viable solution that is acceptable to everyone and would best benefit
the public. With the shared interest of resolving all issues at the soonest
possible time, the parties are hopeful that negotiations will be concluded
within Two Hundred Forty (240) calendar days from today. Within this
peiiod, the parties will prepare the detailed designs, which if acceptable to the
Petitioner, will be the subject of the compromise among the parties.
7. The Parties in good faith resume negotiations because of their

sincere intention to try to reach an amicable settlement on the subject matter
of this case. The preceding, however, does not, in any way, contradict nor
negate their respective positions on the issues involved in this case.
8. In the event that the paiiies agree to a resolution that would be

acceptable to all involved, the Paiiies unde1iake to immediately inform the
Honorable Court of such development and will file the appropriate pleading/s
for the purpose.
RESPECTFULLY SUBMITTED.
'Annex I_DOTr-DPWH MOA re DPWH Interchange Project
MEMORANDUM OF AGREEMENT (MOA)
FOR
THE INTERFACING OF EDSA/NORTH AVENUE/WEST AVENUE AND

. NORTH AVENUE/MINDANAO AVENUE INTERCHANGES UNDER MMICP VI
WITH THE PROPOSED MASS TRANSPORT PROJECTS AND THE COMMON STATION(S)
KNOW /\LL MEN BY Tl tESE PRESENTS:
This MemottH1dum of Agreement Is made and entered into this __ day of_ _ _ _ , 2016 by
ll!lCl l}(;l('M.)t111 :
Tho DEPARTMENr OF PUBLIC WORKS AND HIGHWAYS, hereinafter referred to as

"DPWH", a government agency wiih office address al Bonifacio Drive. Port Area, Manila,
ropre:r;enle.d herein by Its Secro\~ry. Hon.
and
The DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS, hereinafter referred

to as "DOTC", a government agency with office address at The Columbia Tower, Ortigas
Avenue, Brgy. Wack-wack, Mandaluyong City, represented herein by its Secretary, Hon.
WITNESS ETH:
WHEREAS, the DPWH is the government agency mandated to undertake (a) the planning of
infrastructure such as roads and bridges, nood control, water resources projects and other public IM:>rks,
and (b) the design. construction and maintenance of national roads and bridges and major flood control
systems;
WHEREAS, the DOTC is the primary policy, planning. programming, coordinating, implementing
ond administrative entity of the executive branch of the government responsible for the promotion,
development and regulation of a dependable and coordinated network of transportation and
communicntions systems, as well as a fast, safe, efficient and reliable transportation and communications
services;
WHEREAS, to alleviate traffic congestion in Metro Manila, the Government, through DPWH, has
obt<iined a loan from Japan lnternallonal Cooperation A9ency (JICA) for the implementation of the Metro
Manila Interchange Construction Project, Phase VI (MMIVP VI);
WHEREAS, the DOTC aW8rded the concession agreement to build, operate and maintain mass
rail transport system lines such as the MRT-7 and LRT 1 Extension that will require a common station(s)
to join all the three lines. lnduding MRT 3, to facilitate movement and transfer of commuters from ohe line
to the other:
. 1-
..
,....l
. WllH~E/\S, two ol tho four lntorchange components of the MMICP VI of DPWH, namely
FlJSNNorth AvonuoNVest Avonue and North Avenue/Mindanao Avenue, will Interface with any of the
propotwd corrunnrt ~;lallom1, at SM Annex or at TriNoma Mall, and the guideways thereat;
WHEREAS, considering the same location of the projects mentioned, there is a need to Integrate
tho daslon and c:onstrucllon of both the interchange projects of DPWH and the mass transport projects of
DOTC through lhQlr concesslonalre(s) lo achieve the most technically acceptable, economically viable,
nm1 with tho ioaal uoclol and environmental Impacts.
NOW THEREFORE, for and Ir\ consideration 61 the foregoing premises, the parties hereto agree
ns follows :
A. RESPONSIBILITIES OF DPWH
(1) DPWH will llnallze the depressed/underpass scheme along EDSA for the EDSNNorth Avenue/
West Avenue Interchange and the left-turn depressed/underpass with a second level left-turn
nyover scheme for North Avenue/Mindanao Avenue Interchange. attached hereto as Annex A-1
and Annex A-2, respectively .
(2) DPWH will also prepare Ille construction schedule of each of ihe two interchanges mentioned that
will serve as references of DOTC in the implementation of the common stations and additional
guldeways.
(3) DPWH will assist DOTC In the acquisition of the required integrated/common road-right-of-way
(RROW) between the parties concerned lo implement the project without undue delays.
(4) DPWH will secure the necessary funds for any additional cost based on the agreed final scheme.
particularly the EDSNNorth AvenueNVest Avenue Interchange.
e. RESPONSIBILITIES OF DOTC
(1) DOTC will consider and adopt the agreed scheme that will be finalized by DPWH, adjust any
technical outcome and comply with the condition that no substructure ihat will affect the
intersection's geometric design will be In place lo allow free movement of the vehides al the
Intersection.
(2) DOTC will monitor its concessionaires' implementation schedules in order to give way lo the
interchange construction in any section or partial area, as required during project construction, in
the event that construction of both projects might overlap.
(3) DOTC will overi:;ee the timely acquisition of RROW In accordance with the MOA that DPWH and
DOTC executed regarding the grant of RROW for the MRT-7 project, attached hereto as Annex B.
C. MISCELLANEOUS PROVISIONS
(1) Any amendment, alteration or modificalionot this Agreement shall not be valid and binding unless
and until reduced in writing and executed by the parties hereto.
- 2-
l
r
/
/
/
/
/
(2) This Agreement shall be deemed made under and to be governed by and construed in accordance
with the laws of the Republic of the Philippines.
(3) This Agreement sets forth the entire agreement of the parties and supersedes all prior oral and
Y.filten representations, understanding or agreements among the parties relating to the subject
matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto hereby affix their signatures on the dale and place
first above-written.
DEPARTMENT OF PUBLIC WORKS AND DEPARTMENT OF TRANSPORTATION AND

HIGHWAYS COMMUNICATIONS
By: By:
Secretary se<:retary
Signed In the presence of:
- 3.
. ,
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES

City o f - - - - - - - - ) S.S.
BEFORE ME, this __ day of _ _ _ _ 2016, personally appeared the following:
--
CTCNo. Date and Place of Issue
known to me and to me known to be the same persons who executed the foregoing Instrument and they
acknowledged the same to be their free and voluntary act and deed and a free and voluntary act and
deed of the agencies they respectNefy represent.
This document pertains to the Memorandum of Agreement consisting of four (4) pages, induding
the page where this Acknowledgement is written, and the parties with their instrumental witness have
signed on each and every page hereof.
IN WITNESS WHEREOF, I have hereunto set any hand and affixed my notarial seal on the date
and at the place above written.
Doc. No.
Page No. _ __
Book No. _ __
Serles of 2016.
4.
This Memorandum of Agreement ("MOA") is 1made and entered into this 181h day
of January 2017 by and among:
LIGHT RAIL MANILA CORPORATION, a corporation organized and existing

under Philippine law, with principal office address at Mezzanine, Engineering
Building, LRTA Compound, Aurora Boulevard, Pasay City, represented by its
President and CEO, Rogelio L. Singson, and referred to in this MOA as "LRMC";
DEPARTMENT OF TRANSPORTATION, w'ith office address at The Columbia

Tower, Barangay VVack-Wack, Ortigas Avenue, Mandaluyong City, Philippines,
represented by its Secretary, Hon. Arthur P. Tugade, and referred to in this MOA
as "DOTr";
and
LIGHT RAIL TRANSIT AUTHORITY, an instrumentality of the Government of

the Republic of the Philippines, with office address at 2/F LRTA Administration
Building, LRTA Compound, Aurora Boulevard, Pasay City, Philippines,
represented by its Administrator, Gen. Reynaldo Berroya (Ret.), and referred to in
this MOA as "LRTA".
LRMC, DOTr, and LRTA are collectively referred to in this MOA as the "Parties"
and individually as a "Party".
ANTECEDENTS: I
LRT-1 PROJECT
A. On 2 October 2014, RoP, acting through the DOTr, LRTA, and LRMC executed
a Concession Agreement in relation to the Manila LRTl Extension, Operations
and Maintenance Project ("LRT-1 Agreement").
B. Pursuant to Section 3.1.b(5) of the LRT-1 Agreement, "[t]he accompanying

work and obligations to be effected by the Gran tors consist of . . . the
procurement of the Common Station ... "
C. Pursuant to Section 6.4.s of the LRT-1 Agreement, "the possession of the

Common Station shall be transferred to the Concessionaire and the
Concessionaire shall be responsible for the 1naintenance and operation of the
Common Station and shall have the exclusive right to carry out the Commercial
Business on the Common Station."
Terms defined in the Memorandum of Agreement among LRMC, DOTr, LRTA. and other parties dated 18
January 2017 shall have the san1e meanings in this MOA, unless the context requires otherwise.
Memorandum of Agreement: LRMC- DOTr-LRTA
r
Unified Station I Grand Central Station Page 1 of9
PARTIES' AGREEMENT TO THE UNIFIED
STATION/ GRAND CENTRAL STATION
D. Desiring to promote the convenience of the riding public and implement

seamless intermodal connectivity, especially for the cmnmuting public who
will use and transfer between LRT-1, MRT-3, and MRT-7, on 18 January 2017,
SM Prime Holdings, Inc. ("SMPHI"), Unversal LRT Corporation (BVI) Limited
("ULC"), LRMC, North Triangle Depot Cmnmercial Corporation ("NTDCC"),
DOTr, Department of Public Works and Highways ("DPWH"), and LRTA
executed a Memorandum of Agreement for the development, construction, and
operation of a "Unified Station I Grand Central Station", which will
interconnect LRT-1, MRT-3, and MRT-7 ("MOA").
CONSTRUCTION OF AREA A (LRT-1, MRT-3)
E. Pursuant to Section 2.4.2 of the MOA, DOTr and LRTA shall finance and
construct Area A (LRT-1, MRT-3) of the Unified Station / Grand Central
Station.
F. Pursuant to Sections 1.2 and 1.3 of the MOA, Area A (LRT-1, MRT-3) consists
of, among others, the Tail Track for LRT-1 and Additional Viaduct for LRT-
1, as depicted in the Annexes of the MOA.
OPERATION, MAINTENANCE, AND

DEVELOPMENT RIGHTS FOR AREA A (LRT-1,
MRT-3)
G. Pursuant to Sections 2.5.2 and 2.5.3 of the MOA, LRMC shall operate and
maintain Area A-1 (LRT-1), and DOTr shall operate and maintain Area A-2
(MRT-3), of Area A (LRT-1, MRT-3) of the Unified Station/ Grand Central
Station.
H. Pursuant to Sections 2.6.2 and 2.6.3 of the MOA, LRMC shall have development
rights for Area A-1 (LRT-1), and DOTr shall have development rights for Area
A-2 (MRT-3), of Area A (LRT-1, MRT-3) of the Unified Station I Grand Central
Station.
CONTEXT AND PURPOSE OF THIS MOA
I. LRMC, DOTr, and LRTA are executing this Iv!OA pursuant to Section 6.1 of the
MOA, [i] deem the Unified Station I Grand Central Station as the "Common
Station" referred to in the LRT-1 Agreement,. and [ii] to specify the respective
areas of Area A (LRT-1, MRT-3) over which LRMC and DOTr shall have the
obligation to operate and maintain, and over which LRMC and DOTr shall
have development rights (i.e., to define the scope of Area A-1 (LRT-1) and Area
A-2 (MRT-3)).
Memorandum of Agreement: LRMC- DOTr-1.lffA

I
Accordingly, the Parties hereby agree as follows:
SECTIONl
PARTIES' UNDERTAKINGS
1.1. Defining Area A-1 (LRT-1) and Area A-2 (MRT-3).
1.1.l. Definition in Designs. During the preparation of the Designs for Area A (LRT-
1, MRT-3), DOTr and LRTA undertake to, in consultation with LRMC,
specifically define the portions of Area A (LRT-1, MRT-3) that will be
operated and maintained by LRMC, and over which LRMC shall have
development rights (i.e., Area A-1 (LRT-1)), and the portions of Area A
(LRT-1, MRT-3) that will be operated and maintained by DOTr, and over
which DOTr shall have development rights (i.e., Area A-2 (MRT-3)), which
shall be consistent with the MOA, the LRT-1 Agreement, and prudent
industry practices. These Designs shall substantially conform. to, and shall
not materially depart from, the Unified Station I Grand Central Station
High-Level Design.
1.1.2. Equal Portions. To the extent technically possible, operationally reasonable,

and financially optimal, DOTr and LRTA undertake to, in consultation with
LRMC, ensure that each of the portions of Area A (LRT-1,MRT-3) allocated
to LRMC and to DOTr for operations, maintenance, and development is
equal and of equivalent type or quality (i.e., the portion for commercial
development allocated to LRMC shall be equal to the portion for commercial
development allocated to DOTr, and so also for the operations and
maintenance portions); provided, that the specific portions to be allocated
shall be subject to written agreement among LRMC, DOTr, and LRTA.
1.1.3. Clarification of Development Rights Areas. To the extent that there are areas
within Area A (LRT-1, MRT-3) that are not exclusively or clearly within
either Area A-1 (LRT-1) or Area A-2 (MRT-3), LRMC shall have at least half
of the development rights within such areas, with the final percentage
subject to written agreement among LRMC, DOTr, and LRTA.
1.1.4. Joint Areas. To the extent technically difficult, or operationally unreasonable,

certain portions of Area A (LRT-1, MRT-3) may be jointly operated,
maintained, and/ or developed by LRMC and DOTr, subject to future
agreements between LRMC and DOTr on the sharing of rights and
obligations over such areas.
1.1.5. Concourse Areas. To the extent technically possible and operationally

reasonable, DOTr and LRTA undertake to ensure that (a) the Concourse
Area for LI~T-1 and the Concourse Area for MRT-3 are interconnected and
accessible by non-paying passengers within Area A (LRT-1, MRT-3), and (b)
the Concourse Area for LRT-1 and the Concourse Area for MRT-3 are
interconnected with Area B (Common Concourse), subject to the Functional
Assumptions and Interconnection Requirement described in the MOU.

Unified Station I Grand Central Station Page3o(
1.1.6. Through Traffic. During the operating hours of LRT-1 and MRT-3, LRMC and
DOTr undertake to permit non-paying passengers to pass through, free of
charge, through the Concourse Area for LRT-1 and the Concourse Area for
MRT-3, (a) to and from the North-East and South-West sides of EDSA, and
(b) to and from Area B-1 (North Common Concourse) and Area B-2 (South
Common Concourse).
1.1.7. Compatibility and Integration. DOTr shall ensure co1npatibility and

continuous integration between the civil works and electromechanical
systems of Area A-1 (LRT-1) and the existing LRT-1 System. Towards this
end, provisions in Section 6.4 of the LRT-1 Agreement relating to the
development of the Common Station based on the Grantor's Design, and to
the coordination of works and activities with the Concessionaire, shall apply
mutatis mutandis. LRMC shall provide DOTr with specifications for the
relevant works and systems for Area A-1 (LRT-1 ), and the terms of reference
for the construction of Area A-1 (LRT-1) shall be consistent with such
specifications. DOTr and LRMC shall cooperate in realizing the objective of
this Section, including participating in meetings for the technical terms of
reference for Area A-1 (LRT-1).
1.2. Area A (LRT-1, MRT-3) Coordination Cornmittee. The Parties shall establish
an Area A Coordination Committee, with procedures and functions similar
to the Coordination Committee created under Section 2.7 of the MOA, but
focused on Area A (LRT-1, MRT-3). Unless otherwise agreed, the members
of the Area A Coordination Committee shall be the Parties' designated
members in the Coordination Committed created under the MOA.
SECTION 2
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants that:
2.1. Existence, Capacity, and Le!;ality.
2.1.1. It is duly organized, validly existing, and in good standing under the laws
of the Philippines, with all requisite corporate power and authority under
the laws of such jurisdiction to conduct its affairs as presently conducted.
2.1.2. It has full legal right, power, and authority to execute and deliver this MOA,
to enter into the transactions and incur obligations provided for in this
MOA, and to perform and observe the terms and conditions of this MOA.
2.1.3. All consents, authorities, and approvals that may be necessary for the
effectivity of this MOA have been secured.
2.1.4. This MOA shall constitute its legal, valid, and binding obligation,
enforceable in accordance with its terms.

/
2.1.5. The execution of this MOA and its compliance with the provisions of this
MOA will not conflict with, or constitute a breach or default of any contract
or other instrument by which it or any of its assets is bound, or any law of
the Philippines or any regulation, judgment, or order of any office, agency,
or instrumentality thereof.
2.1.6. Except for the Supreme Court Case, the RTC Civil Case, and the TRO, to the
extent that they may be applicable, there are no pending actions, suits,
judicial or governmental proceedings or investigations against or related to
it or its business in the Philippines which would be reasonably likely to
adversely affect, delay or restrict its ability to consummate the transactions
contemplated in this MOA within the timeframe provided in this MOA; and
there is no reasonable basis known to it for any such action that may result
in such effect and is probable of assertion.
2.2. Antecedent Clauses. The recitals in the Antecedent Clauses of this MOA are
true and correct and form an integral part of this MOA.
2.2.1. Non-Exhaustive List of Antecedents. The Antecedent Clauses may not be an

exhaustive list of antecedents that may be relevant to the subject matter of
thisMOA.
2.3. Compliance with Laws. It has complied with and is presently complying
with in all respects, in connection with its rights and obligations affected by
the Unified Station I Grand Central Station, with all applicable laws,
including all applicable concession agreements, and all environmental laws
and regulations, and there exists no condition that would constitute a
violation of such laws and regulations.
2.4. Indemnity:. The Parties agree to indemnify the other Party or Parties against
all liabilities, damages, costs, and expenses, including legal costs, which
such Party may incur as a result of or in connection with any breach by such
indemnifying Party of its undertakings, representations or warranties under
this MOU.
2.5. Full Understanding. The Parties hereby represent and warrant that they
have read and understood the terms and conditions herein set forth and
agree to be bound therewith.
SECTION3
GENERAL PROVISIONS
3.1. Further Assurances. The Parties, upon the request of a Party, shall
immediately and without delay, execute and deliver all such further acts,
documents, transfers and assurances as may be necessary or desirable to
effect complete consummation of the transaction contemplated by this
MOA.

II
3.2. Severability. lf any provision of this MOA shall be determined by a court of
competent jurisdiction to be invalid or unenforceable in any jurisdiction,
such determination shall not affect the validity or enforceability of the
remaining provisions of this MOA in such jurisdiction or affect the validity
or enforceability of such provision in any other jurisdiction.
3.3. Amendment and Waiver. This MOA may not be amended, modified or
supplemented by the Parties in any manner, except by an instrument in
writing signed by all Parties. The failure of any Party hereto to enforce at
any time any of the provisions of this MOA shall in no way be construed to
be a waiver of any such provision. No waiver of any breach of or non-
compliance with this MOA shall be held to be a waiver of any other or
subsequent breach or non-compliance.
3.4. Assignment. This MOA shall not be assigned by any Party without the prior
written consent of the other Party. This MOA shall inure to the benefit of
and be binding upon the Parties and their respective successors and
permitted assigns.
3.5. Counterparts. This MOA may be executed in any number of counterparts,

each of which shall be deemed an original of this MOA and all of which
together shall constitute one and the same instrument. Any signature page
delivered by fax or in .pdf version shall be binding to the same extent as an
original signature page. Any Party who delivers such a signature page
agrees to promptly send an original thereof to any Party who requests same.
3.6. Entire Agreement. This MOA and other documents and agreements
contemplated hereby contain the entire agreement among the Parties with
respect to the subject matter hereof and thereof and supersede and cancel
all prior agreements whether oral or written, letters of intent, term sheets,
memoranda of understanding or otherwise with respect thereto. In case of
inconsistencies with any other agreements or contracts, the provisions of
this MOA shall prevail.
3.7. Notices. Any notices or other communications required or permitted to be

given under this MOA or otherwise in connection herewith shall be in
writing and shall be deemed to have been duly given and received if
delivered personally, mailed by registered or certified mail (return receipt
requested) or sent by overnight delivery service to the Parties at the
addresses specified in this MOU or at such other addresses as shall be
specified by the Parties by like notice.
3.8. Governing Law. This MOA shall be governed by, and be construed in
accordance with, the laws pf the Republic of the Philippines.
3.9. Dispute Settlement. Any dispute, controversy or claim arising out of or

relating to this MOA or any of the Other MOAs, or the interpretation,
Unified Station I Grand Central Station Page6otr
construction, breach, termination or invalidity thereof, shall be settled by
arbitration in accordance with the Philippine Dispute Resolution Center,
Inc. (PDRCI) Arbitration Rules as at present in force. The number of
arbitrators shall be three. The place of arbitration shall be Mandaluyong
City, Philippines. The language to be used in the arbitral proceedings shall
be English.
[End of document. The signature page follows.]

/!
IN WITNESS WHEREOF, the Parties have signed this LRMC-DOTr-LRTA MOA
on the Unified Station I Grand Central Station on the date above mentioned.
LIGHT RAIL MANILA CORPORATION DEPARTMENT OF TRANSPORTATION
By: By:
n. Arthur P. Tugad!i;;
Secretary r
mu~ /
een:-Re~laldo B;~roya (Ret.)

fidministrator
Witnesses:
LIGHT RAIL MANILA CORPORATION DEPARTMENT OF TRANSPORTATION
By: v/Avtft - By:
Matmel V. Pangilinan
LIGHT RAIL TRANSIT AUTHORITY
By:

ACKNOWLEDGEMENT
Republic of the Philippines )

Makati City ) S.S.
BEFORE ME, a Notary Public for and in Makati, Philippines, this l8 1h day of
January 2017, personally appeared the following:
Competent Proof Place/ Date

of Identity Issued/ Expiry
Light Rail Manila Corporation Passport No. Manila/
by: Rogelio L. Singson, President & CEO EC7444733 21 April 2021
Department of Transportation Passport No. Pampanga/

by: Hon. Secretary Arthur P. Tugade EC0002246 14 January
2019
Light Rail Transit Authority Driver's Quezon City /
by: Gen. Reynaldo Berroya (Ret.) License 11 March 2017
C10-66-006004
who were identified by me through their respective competent evidence of

identity, as indicated above, to be the same persons described in the foregoing
instrument, and acknowledged before ine that their respective signatures on the
instrument were voluntarily affixed by them for the purposes stated therein, and
declared to me that they have executed the instrument as their free and voluntary
act and deed and that they have the authority to sign on behalf of the entity that
they represent.
WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first
above-written.
Doc. No. _lj_;

Page No. _]JL_;
Book No. __j__;
Series of 2017.
C :111..lE ANG
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I~. .(<)~\ Ro.; of Attorney No. 645fl&
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: <.>;"NOTARY PUBLIC:~\ IBP "<v. ''; u;;.Q1/04117Makat.;>.""
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Memorandum of Agreement: LRMC- DOTr-LRT A

Unified Station/ Grand Central Station Page 9 of9

Compromise Common Station MOA (Signed Copy) Jan 2017

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UNIFIED STATION/GRAND CENTRAL STATION

SM Prime Holdings, Inc.

Annex A: Plans and Sections for the Unified Station I Grand

SM PRIME HOLDINGS, INC., a corporation organized and existing under

UNIVERSAL LRT CORPORATION (BVO LIMITED, a corporation organized

LIGHT RAIL MANILA CORPORATION, a corporation organized and existing

NORTH TRIANGLE DEPOT COMMERCIAL CORPORATION, a corporation

DEPARTMENT OF TRANSPORTATION, with office address at The Columbia

DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS, with office address at

LIGHT RAIL TRANSIT AUTHORITY, an instrumentality of the Government of

A. On 7 November 1991, the Republic of the Philippines ("RoP"), acting through

F. Pursuant to Section 20.l(e) of the MRT-7 Agreement, "ROP /DOTrC shall

Memorand lllll of Agre12mcnt

LRT A-SMPHI MOA

I. The LRTA-SMPHI MOA provided for the "construct[ion] [of] a Common

J. Pursuant to Section 2 of the LRTA-SMPHI MOA, and in consideration of the

K. Pursuant to Section 3 of the LRTA-SMPHI MOA, "[f]or and in consideration of

M. Pursuant to Section 3.l.a(4) of the LRT-1 Agreement, "[t]he Project to be

Q. Pursuant to Section 6.4.s of the LRT-1 Agreement, "the possession of the

T. In a Resolution dated 30 July 2014, the Supreme Court "ISSUE[D] a

U. Mutually sharing the public service objective stated in Antecedent Clause R

DPWH INTERCHANGE PROJECT

V. The DPWH is pursuing the Metro Manila Interchange Construction Project

Accordingly, the Parties hereby agree as follows:

1.5. "Area B (Common Concourse)" consists of Area B-1 (North Common

1.6. "DPWH Interchange Project" consists of the EDSA-North Avenue-West

a. High-Level Design. The Designs shall be in accordance with the high-level

b. Functional Ass11111ptions. The Designs shall substantially conform to, and

d. Interconnection Requirement. In a maimer consistent with the Functional

e. Additional Interco1111ectio11 Requirement. In a manner consistent with the

f. Good Faith Optimization. The Designs shall be optimized by each

g. Far;ade Consistency. The Designs shall ensure consistency in the fai;:ade

h. No Speed Restrictions for LRT-1 Trains. Notwithstanding that the Unified

2.2.3. Functional Assumptions Approach.

a. Basis. The Functional Assumptions for the Unified Station I Grand

c. Factors. The Level of Service delivered by a walkway or stairway is a

d. Level of Service C Requirements.

I. Based on the length of the two walkways between the Concourse

v. Walkway 2 (i.e., through Area B-2 (South Common Concourse) will

e. High-Level Design Compliance. In the Unified Station I Grand Central

Walkway 2 have a width of 10.5 1neters. Hence, both Walkway 1 and ] /

2.2.5. Additional Design Parameters for Area B (Common Concourse). In addition to

a. Height of North Common Concourse. Area B-1 (North Common Concourse)

b. Height of South Co111111on Concourse. Area B-2 (South Common Concourse)

c. Elevation Transitioning. Area B (Com1non Concourse) shall observe

e. Ad Panels. NTDCC shall have the exclusive right to install advertisement

a. subject to Section 2.9.8 below, pursuant to the MRT-7 Agreement, DOTr

2.3. Work Programs.

2.3.2. Work Program Parameters. The Work Programs:

a. shall ensure that the Unified Station I Grand Central Station is

b. with respect to Area C (MRT-7), shall comply with the applicable

e. shall take into account traffic 1nanagement require1nents of the affected

a. subject to Section 2.9.8 below, pursuant to the MRT-7 Agreement, DOTr

2.4. Construction Obligation.

a. Co11structio11 Deadline for Area C (MRT-7). Notwithstanding anything to

b. Extension of Area C (MRT-7) Deadline. The Area C (MRT-7) Deadline may

c. DOTr Undertaking to Connect Area B (Co111111011 Concourse) to SM City North

2.4.2. Area A (LRT-1, MRT-3). Consistent with Antecedent Clause N and

2.4.3. Area B (Co111111011 Concourse). Area B (Common Concourse) shall be financed

b. Obligation to Interconnect MRT-3 with MRT-7. DOTr acknowledges that

2.4.5. E11'1a11ce111e11t Works. Additional components of the Unified Station I Grand

2.5. Operations and Managen1ent.

2.5.5. Operating Hours.

c. Area B-2 (South Common. Concourse) Operating Hours. Consistent with