DOTR Southwest ITS Project

REPUBLIC OF THE PHILIPPINES
DEPARTMENT OF TRANSPORTATION AND

COMMUNICATIONS
SCHEDULES TO CONCESSION AGREEMENT

FOR
SOUTHWEST INTEGRATED TRANSPORT

SYSTEM PROJECT
TABLE OF CONTENTS
SCHEDULE 1: EQUITY REQUIREMENTS........................................................................................................................ 14

SCHEDULE 2: DESCRIPTION OF THE PROJECT .......................................................................................................... 15
SCHEDULE 3: GRANTOR’S RESPONSIBILTIES ............................................................................................................ 19
SCHEDULE 4: MEETINGS.................................................................................................................................................... 25
SCHEDULE 5: ENGINEERING, PROCUREMENT AND CONSTRUCTION OF THE ITS TERMINAL AND
ACCESS ROAD ............................................................................................................................................. 27
Part 1: Independent Consultant ..........................................................................................................................................31
Part 2: Minimum Performance Standards and Specifications (MPSS).............................................................33
Annex 1: Parameters and consideration for design of the ITS Terminal ....................................54
Annex 2: Reference Design Criteria ..............................................................................................................61
Annex 3 MPSS for Online Bus Ticketing System .....................................................................................77
Part 3: Commissioning and Acceptance ..........................................................................................................................95
Part 4: Works Timetable ........................................................................................................................................................99
Part 1: Key Performance Indicators (KPI) and Standards for Operations & Maintenance (O&M) of
the ITS Terminal .................................................................................................................................................. 101
Part 2: KPI Charges for ITS Terminal ............................................................................................................................ 114
SCHEDULE 7: FINANCIAL MATTERS ............................................................................................................................ 120

Part 1: Annual Grantor Payments ................................................................................................................................... 120
Part 2: Terminal Fee for ITS Terminal .......................................................................................................................... 121
SCHEDULE 8: FINANCIAL CONSEQUENCES OF TERMINATION .......................................................................... 123

SCHEDULE 9: APPROVED SUBCONTRACTORS ........................................................................................................ 131
SCHEDULE 10: HANDBACK REQUIREMENTS .............................................................................................................. 132
SCHEDULE 11: CONCESSIONAIRE PERFORMANCE SECURITY .............................................................................. 134
Part 1: Form of Construction Performance Security ............................................................................................. 134
Part 2: Form of Operation Performance Security ................................................................................................... 140
SCHEDULE 12: ENVIRONMENTAL MATTERS .............................................................................................................. 146

Part 1: EHS Guidelines .......................................................................................................................................................... 146
(Enclosed) .................................................................................................................................................................................. 146
SCHEDULE 13: BASELINE TERMINAL PLANS .............................................................................................................. 147

SCHEDULE 14: OPERATING FRANCHISE PARTICULARS ......................................................................................... 149
Part 1: Form of Operating Franchise ............................................................................................................................. 149
Part 2: Operating Franchise Particulars ...................................................................................................................... 150
SCHEDULE 15: REQUIREMENTS FOR O&M AGREEMENT AND TECHNICAL SERVICES AGREEMENT ...... 153
Part 1: Requirements for O&M Agreement ................................................................................................................ 153
Part 2: Requirements for Technical Services Agreement.................................................................................... 155

SCHEDULE 16: INDEPENDENT CONSULTANT – FORM OF APPOINTMENT ...................................................... 158
SCHEDULE 17: REPORTS .................................................................................................................................................... 192
Part 1: Form of Report on Financial Information.................................................................................................... 192
Part 2: Form of Report on Works .................................................................................................................................... 193
Part 3: Form of Report on Completion of Construction ....................................................................................... 199
Part 4: Form of Report on Operations and Maintenance..................................................................................... 201
Annex 1: Traffic report ..................................................................................................................................... 208
Annex 2: Complaint register .......................................................................................................................... 209
Annex 3: Periodic and preventive maintenance register ................................................................ 211
Annex 4: Major maintenance register....................................................................................................... 214
Annex 5: Report on inspection of buildings, services and maintenance undertaken ........ 215
SCHEDULE 18: FORM OF ACKNOWLEDGEMENT AND CONSENT AGREEMENT .............................................. 221

SCHEDULE 19: MINIMUM SECURITY STANDARDS AND MANDATORY REQUIREMENTS ............................ 228
SCHEDULE 20: INSTRUCTIONS TO BIDDERS .............................................................................................................. 237
SCHEDULE 21: CONCEPTUAL LAYOUT SUBMITTED BY CONCESSIONAIRE DURING BID SUBMISSION . 238
SCHEDULE 22: FINANCE PLAN ......................................................................................................................................... 239
List of Acronyms and Abbreviations
AASHTO American Association of State Highway and Transportation Officials

ACCU Air-conditioning Condensing Unit
ACI American Concrete Institute (ACI)
ACP Architectural Code of the Philippines, DPWH 2000
ACS Automated Control System
ADR Alternative Dispute Resolution
AFM Air Force Manual
AHU Air Handling Unit
AI Architectural Interiors
ALBO Acting Local Building Officials
AMBF Allowable Maximum Building Footprint
AMCA Air Moving and Conditioning Association
AMVB Allowable Maximum Volume of Building
ANSI American National Standards Institute
ARI Air Conditioning and Refrigeration Institute
ARR Additional Rules and Regulations
ASCE American Society of Civil Engineers
ASEP Association of Structural Engineers of the Philippines
ASHRAE American Society of Heating, Refrigerating, and Air Conditioning Engineers
ASME American Society of Mechanical Engineers
ASTM American Society for Testing and Materials
ATM Automated Teller Machine
AUV Asian Utility Vehicle
B.P. Batas Pambansa (national law)
BDG Building Design Guidelines
BHL Building Height Limit
BICS Building Industry Consulting Services Manual
BoQ Bill of Quantities
BOT Build-Operate-Transfer
BPS Bureau of Product Standards
BRS Bureau of Research and Standards
CAAP Civil Aviation Authority of the Philippines
CAPEX Capital Expenditure
1
CCTV Closed Circuit Television
CDMP Comprehensive Development Master Plan
CFL Compact Fluorescent Lamp
CIAP Construction Industry Authority of the Philippines
CLWUP Comprehensive Land and Water Use Plan
CPC Certificate of Public Convenience
DAO Department Administrative Orders
dB Decibel
DC Development Control
DCE Detailed Cost Estimate
DCMP Detailed Construction Management Plan
DCP Detailed Construction Plan
DENR Department of Environment and Natural Resources
DILG Department of the Interior and Local Government
DO Department Order
DoE Department of Energy
DoH Department of Health
DoLE Department of Labor and Employment
DOTC Department of Transportation and Communications
DPWH Department of Public Works and Highways
DR Derivative Regulations
DTI Department of Trade and Industry
DTM Data-Transmission Media
E.O. Executive Order
EHS Environment, Health and Safety
EMB Environmental Management Bureau
EPC Engineering, Procurement and Construction
ESMS Environmental and Social Management System
ESS Electronic Security System
FCL Finished Ceiling Line
FCP Fire Code of the Philippines of 2008 i.e. Republic Act (R.A.) No. 9514 and its 2009
Implementing Rules and Regulations (IRR)
FCU Fan Coil Unit
FFFE Furniture/ Furnishings, Fixtures & Equipment
FFL Finished Floor Line
FGL Finished Grade Line
FLAR Floor to Lot Area Ratio (same as FAR/ floor area ratio)
2
FM Force Majeure
GFA Gross Floor Area
HLURB Housing and Land Use Regulatory Board
HVAC Heating, Ventilation and Air-conditioning
ICAO International Civil Aviation Organization
IE Independent Consultant
IEC International Electro-technical Commission
IEEE Institute of Electrical and Electronics Engineers
IED Improvised Explosive Device
IEQ Indoor Environmental Quality
IDS Intrusion Detection System
IRR Implementing Rules and Regulations
ISA Impervious Surface Area
ITS Integrated Transport System
ITSA ITS Terminal Security Assessment
ITSAC ITS Terminal Security Advisory Committee
ITSP ITS Terminal Security Plan
ITSO ITS Terminal Security Officer
KPI Key Performance Indicator
LBO Local Building Official
LGU Local Government Unit
LRT Light Rail Transit
LT Low Tension
LTFRB Land Transportation Franchising and Regulatory Board
lux Luminous flux per unit area
MACA Maximum Allowable Construction Area
MAGA Material Adverse Government Action
MC Memorandum Circular
MCP Mechanical Code of the Philippines
MMDA Metropolitan Manila Development Authority
MoS Manual of Standards
MPSS Minimum Performance Standards and Specifications
MSDS Material Safety Data Sheet
NAIA Ninoy Aquino International Airport
NBCP National Building Code of the Philippines of 1977 i.e. Presidential Decree (P.D.)
No. 1096 and its 2004 Revised Implementing Rules and Regulations (IRR), as
promulgated by the DPWH and its Referral Codes (RCs)
3
NBO National Building Official
NEC National Electrical Code
NEMA National Electrical Manufacturers Association
NFPA National Fire Protection Association
NPCP National Plumbing Code of the Philippines
NSPLTRSI National Security Programme for Land Transportation, Rail System, and
Infrastructure
NSCP National Structural Code of the Philippines
OBTS Online Bus Ticketing System
OFB Outermost Faces of Building
O&M Operation and Maintenance
OMA Operation and Maintenance Agreement
OSHS Occupational Safety and Health Service
OTS Office of Transportation Security
OZM Official Zoning Map
P.D. Presidential Decree (a national law in the Philippines)
PCB Polychlorinated Biphenyl
PCI Prestressed Concrete Institute
PDF Portable Document Format
PDRB Project Dispute Resolution Board
PEC Philippine Electrical Code
PEP Project Execution Plan
PEZA Philippine Economic Zone Authority
PH Philippine(s)
PI Professional Indemnity
PLDT Philippine Long Distance Telephone
PNS Philippine National Standards
PRA Philippine Reclamation Authority
PRB Professional Regulatory Boards
PRC Professional Regulation Commission
PRL Professional Regulatory Law
PS Philippine Standards
PSO Percentage of Site Occupancy
PSSE Philippine Society of Sanitary Engineer
PSVARE Philippine Society of Ventilating, Air Conditioning & Refrigerating Engineers
PUV Public Utility Vehicle
PVC Polyvinyl Chloride
4
R.A. Republic Act (a national law in the Philippines)
RAMS Reliability, Availability, Maintainability and Safety
RC Referral Code/s
RLA Registered and Licensed Architect
RLCE Registered and Licensed Civil Engineers
RLP Registered and Licensed Professional
RROW Road Right-of-way
SARP Standards and Recommended Practice
SBR Sustainable Building Regulations
SC Supreme Court
SDP Site Development Plan
SG Steering Group
SI System International
sms Short Message Service
sqm Square meter/s
SWIFT Society for Worldwide Interbank Financial Telecommunication
TGFA Total Gross Floor Area
TIEZA Tourism Industry Enterprise Zone Authority
TLA Total Lot Area
TOSL Total Open Space within Lot
TSA Technical Services Agreement
UBC Uniform Building Code
UL Underwriters Laboratory
USA United States of America
VA Value Analysis
VE Value Engineering
VM Value Management
VOC Volatile Organic Compound
WC Water Closet
ZO Zoning Ordinance
5
Definitions of common terms used in the Schedules
Term Definition
Allowable Maximum The resultant area established at grade level upon which the proposed
Building Footprint building / structure may be erected.
(AMBF)
Arcade Any horizontal portion of a building at the ground floor, which may or
may not integrate the sidewalk forming part of the road right-of-way
(RROW), bound by the building face on one side, roofed to protect
pedestrians against the elements and connected to other arcades
forming part of adjoining buildings/ structures
Architectural Design a development or redevelopment concept that focuses on the

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

Documents outputs of a registered and licensed Architect (RLA), that only a RLA can
sign and seal (Sec. 20.5 of R.A. No. 9266, The Architecture Act of 2004)
and consisting, among others, of vicinity maps, site development plans,
architectural program, perspective drawings, architectural floor plans,
elevations, sections, ceiling plans, schedules, detailed drawings, technical
specifications and cost estimates, and other instruments of service in any
form, appearing in drawing sheets / pages denominated as architectural
(A) or architectural interior (AI) or site development plan (SDP).
Architectural means the detailed planning and design of the indoor / enclosed areas of
Interiors (AI) any proposed building / structure, including retrofit or renovation work
and which shall cover all architectural and utility aspects, including the
architectural lay-outing of all building engineering systems found
therein, as forming part of the scope of work of RLAs by law.
BHL (Building Height means the maximum height to be allowed for a building / structure
Limit) based on their proposed use / occupancy. The BHL is generally measured
from the established grade line to the topmost portion of such a building
/ structure, inclusive of a non-mobile billboard mounted on top of such a
building / structure. The BHL is generally determined after the
application of other development controls (DC) and certain other
parameters i.e. considerations of site conditions, view, etc. If applicable,
the BHL must be subject to clearance requirements of the Civil Aviation
Authority of the Philippines (CAAP) or of the concerned military /
security authorities. The BHL excludes the height of permitted / allowed
projections above the roof of the building / structure e.g. signage, mast,
6
Term Definition
antenna, telecom tower, beacons and the like.
Building Any structure built for the support, shelter or enclosure of persons (for
the purpose of human habitation), animals, chattels or property of any
kind, consisting of two (2) archetypes, viz:
 Habitable Building: a building mainly for active human activity or
for the support of active human activity, to be based in such a
building, for which the architectural plan / design is prepared, signed
and sealed by a RLA; and
 Non-habitable Building: a building mainly for non-human activity or
for the support of non-human activity, to be based in such a building,
for which the building plan / design is prepared, signed and sealed by
the appropriate RLP.
Building Bulk a volume quantity that is generally determined by the application of the
Floor-Lot Area Ratio (FLAR), vertically projecting the Allowable
Maximum Building Footprint (AMBF), establishing the Outermost Faces
of Building (OFB) and quantifying the Allowable Maximum Volume of
Building (AMVB). The building bulk may be ultimately governed by the
width of the RROW and other applicable provisions for light and
ventilation (including incremental setbacks as a result of satisfying
natural light and ventilation requirements for RROW and front yards.
CAAP shall mean the Civil Aviation Authority of the Philippines, an agency
under the Department of Transportation and Communications (DOTC)
which prescribes structure/ building height limits at approaches to the
airport zone (aerodrome).
Carriageway (or the portion of the RROW/ street sited between gutters and which is for
Roadway) the exclusive use of vehicles. The use of the carriageway in any form by
pedestrians such as laterally traversing the length of a busy carriageway
(when there are sidewalks for pedestrians) must be considered a
prohibited act. Being part of the public domain, any form of private use
or enjoyment or any form of public use that violates its dedicated
function for unauthorized vehicle use should all be prohibited.
Climate Change a significant and lasting change in the statistical distribution of weather
patterns over periods ranging from decades to millions of years. It may
be a change in average weather conditions or the distribution of events
around that average e.g. more or fewer extreme weather events. Climate
change may be limited to a specific region/s in the Philippines or its
western or eastern seaboard, or may occur across the entire country, the
Pacific Basin or the West Philippine Sea.
Climate Change the response to climate change that seeks to reduce the vulnerability of
Adaptation (CCA) biological systems to climate change effects, whereby adaptation
involves changing infrastructure and practices to limit the risks posed by
climate changes. Adaptation to the adverse effects of climate change is
vital in order to reduce the impacts of climate change that are
happening now and to increase resilience to future impacts. In the
specific context of climate change, adapting means adjusting to a new set
7
Term Definition
of climatic attributes, either new or unfamiliar from those already
existing.
Derivative are regulations that are in direct support of the NBCP, consisting of but
Regulations (DRs) not limited to the following executive issuances:
 Memorandum Circulars (MCs) issued directly by the DPWH
Secretary, in his capacity as the National Building Official (NBO) to
all Local Building Officials (LBOs) nationwide, including the building
officials of the Philippine Economic Zone Authority (PEZA) and the
Tourism Industry Enterprise Zone Authority (TIEZA);
 Official issuances or endorsements made by the DPWH or by the
DPWH Secretary such as additional rules and regulations (ARRs),
building design guidelines (BDG), sustainable building regulations
(SBR), graphic interpretations of the NBCP, and the like;
 Regulations and resolutions approved by the Professional Regulation
Commission and/ or promulgated by its pertinent Professional
Regulatory Boards (PRBs) on the matter of professional practices
relating to the design, project/ construction management,
construction and administration/ maintenance/ operation of a
building, its grounds and their contents/ equipment;
 Regulations promulgated by the Construction Industry Authority of
the Philippines (CIAP) and its attached agencies/ offices insofar as
the same pertain to all types of construction activity;
 Department Administrative Orders (DAOs) of agencies such as the
DENR and enforced through its Environmental Management Bureau
(EMB); and
 Similar executive issuances to implement and enforce valid and
subsisting laws.
Development the body of State and local laws and the pertinent executive issuances
Controls (DCs) that altogether limit the building bulk for any building / structure on a
given project site. These include this Act, planning and environmental
laws, development and construction laws, and their respective IRRs and
DRs
Disaster A natural or man-made hazard that has come to fruition, resulting in an

event of substantial extent causing significant physical damage or
destruction, loss of life, or drastic change to the environment. A disaster
is also defined as any tragic event with great loss of lives and properties,
stemming from events such as earthquakes, floods, catastrophic
accidents, fires, or explosions
Disaster Resilience the quality of a building / structure and its grounds / site or by its plans
and designs, generally characterized by the reduced probability of
failure of its architectonics, the reduced consequences due to the failure
of its architectonics, and reduced time to the restoration of the
architectonics to full operating / beneficial status
8
Term Definition
Environment, Built refers to the man-made surroundings that provide the setting for human
activity, ranging in scale from personal shelter and buildings / structures
to neighborhoods, communities, towns or cities that often include their
supporting infrastructure, such as water supply or energy networks
Environment, The aggregate of the natural external surroundings and conditions, in

Natural contrast to the built environment
FLAR (Floor to Lot a development control (DC) that limits the designated right over the
Area Ratio) Gross Floor Area (GFA) that can be lawfully generated / developed for a
given total lot area (TLA)
Flood the overflow of an expanse of water that submerges land; a temporary

covering by water of land not normally covered by water; flooding may
be due to excessive rain, storms and other extreme events such as
tsunamis, massive surface water flows, non-percolation of land, inflow of
the tide and/or river or lake overflows or dam/ dike/ polder/ levee
breaks (whereby the result is that previously contained water escapes its
usual boundaries/ containment structures)
GFA (Gross Floor is the total floor space within the perimeter of the permanent external
Area) building walls (inclusive of the main and auxiliary buildings) such as
office areas, residential areas, corridors, lobbies and mezzanine level/s.
The GFA shall also include building projections which may serve as floors
or platforms that are directly connected to / integrated with areas
within the building / structure e.g. balconies. The GFA specifically
excludes the following:
 Covered areas used for parking and driveways, services and uti
 Vertical penetrations in parking floors where no residential or office
units are present; and
 Uncovered areas for helipads, air-conditioning cooling towers or air-
conditioning condensing unit (ACCU) balconies, overhead water
tanks, roof decks, laundry areas and cages, wading or swimming
pools, whirlpools or Jacuzzis, terraces, gardens, courts or plazas,
balconies exceeding 10m2, fire escape structures and the like
Impervious Surface type of man-made surface resting on natural or graded land and which
does not permit the percolation of surface water from above and its
possible penetration from below. Impervious surfaces such as paved
concrete do not have the capability to retard surface water flow, thereby
contributing to flashfloods at areas with lower elevations.
Liquefaction refers to the geologic process by which saturated, unconsolidated

sediments are transformed into a substance that acts like liquid;
earthquakes can cause soil liquefaction where loosely packed, water
logged sediments come loose from the intense shaking by the earthquake
NBCP the 1977 National Building Code of the Philippines, otherwise known as
P.D. No. 1096, its 2004 Revised IRR, referral codes (RCs) and derivative
regulations (DRs); the NBCP is a national development control; it is
9
Term Definition
implemented and enforced by the DPWH through Acting Local Building
Officials (ALBOs) at the LGU level; reference supplied definitions of IRR,
RC and DR.
NBO (National the Secretary of the DPWH as per the NBCP.

Building Official)
Percentage of Site defined as a percentage (%) of the maximum allowable floor area of any
Occupancy (PSO) building (at the ground floor/ level, not the basement level) to the TLA.
This includes the main and auxiliary buildings, if any. In case of
discrepancy between the specified PSO and the Light and Ventilation
provisions of the 1977 NBCP and its 2004 Revised IRR, the lesser
allowable floor area shall prevail i.e. the more stringent rule applies.
Physical Planning the activities pertaining to the preparation of a physical layout of land or
property on which vertical structures such as buildings, monuments and
/ or structures and horizontal developments such as rights-of-way
(ROWs), open spaces and recreational/sports / establishments / tourism
and related facilities are to be proposed.
Referral Code (RC) are laws or regulations that are in direct support of the NBCP, consisting
of but not limited to the following laws, codes or their successor laws /
codes:
 R.A. No. 9514, otherwise known as the Fire Code of the Philippines
(FCP) of 2008 and its latest implementing rules and regulations
(IRR) and derivative regulations (DRs);
 B.P. Blg. 344, An Act to Enhance the Mobility of Disabled Persons by
Requiring Certain Buildings, Institutions, Establishments and Public
Utilities to Install Facilities and Other Devices, and its latest IRR and
DRs;
 Latest version of the Architectural Code of the Philippines and its
DRs;
 Latest version of the Structural Code of the Philippines and its DRs;
 Latest version of the Philippine Electrical Code and its DRs;
 Latest version of the Mechanical Code of the Philippines and its DRs;
 P.D. No. 856, Code on Sanitation and its latest IRR and DRs;
 P.D. No. 1067, A 1976 Presidential Decree Instituting a Water Code,
Thereby Revising and Consolidating the Laws Governing the
Ownership, Appropriation, Utilization, Exploitation, Development,
Conservation and Protection of Water Resources, otherwise known as
The Water Code of the Philippines, and its latest IRR and DRs;
 R.A. No. 9275, The Philippine Clean Water Act of 2004, and its latest
IRR and DRs;
 R.A. No. 9003, The Ecological Solid Waste Management Act of 2000,
and its latest IRR and DRs;
 R.A. No. 8749, The Philippine Clean Air Act of 1999 and its latest IRR
10
Term Definition
and DRs;
 P.D. No. 1586, Establishing an Environmental Impact Statement
System, Including Other Environmental Management Related
Measures and for Other Purposes, and its latest IRR and DRs;
 the ICAO SARP and the CAAP MoS for Aerodromes in the case of
airport (or heliport / helipad, as applicable) selection, planning,
design, construction, administration, operation and maintenance;
and
 the various Professional Regulatory Laws (PRLs) such as R.A. No.
9266 (The Architecture Act of 2004), R.A. No. 544 (The Civil
Engineering Law of 1950, as amended by R.A. No. 1582 of 1956), etc.,
including R.A. No. 8981, otherwise known as the Professional
Regulation Commission (PRC) Modernization Act of 2000, and their
latest IRR and DRs
RLA (Registered and a State-Registered and Licensed Architect under R.A. No. 9266, the
Licensed Architect) Architecture Act of 2004, its 2004 IRR and derivative regulations.
RLP (Registered and a State-regulated development and / or construction professional who is

Licensed a holder of a Certificate of Registration and of a license in the form of a
Professional) professional identification (ID) card duly issued by the Professional
Regulation Commission (PRC) for practice in the Philippines, in full
accordance with the pertinent Professional Regulatory Law (PRL), its
IRR and derivative regulations (DRs). Under this Act, the RLPs for certain
classes / types of buildings / structures and their grounds / sites are:
 RLA: Registered and Licensed Architect;
 RLAE: Registered and Licensed Agricultural Engineer;
 RLCE: Registered and Licensed Civil Engineer;
 RLEE: Registered and Licensed Electronics Engineer;
 RLEnP: Registered and Licensed Environmental Planner;
 RLGE: Registered and Licensed Geodetic Engineer;
 RLID: Registered and Licensed Interior Designer;
 RLLA: Registered and Licensed Landscape Architect;
 RLPE: Registered and Licensed Plumbing Engineer (or Master
Plumber);
 RLPEE: Registered and Licensed Professional Electrical Engineer;
 RLPME: Registered and Licensed Professional Mechanical Engineer;
and
 RLSE: Registered and Licensed Sanitary Engineer.
RROW the surface/area existing between two (2) or more defined activity
spaces/properties that afford such areas direct pedestrian and vehicular
access. The RROW / street usually lies between two (2) or more parallel
properties and its width is horizontally measured from opposite property
11
Term Definition
lines. In particular, the RROW/ street shall consist of the sidewalk, the
curb and gutter (where present), the carriageway (roadway) and all of
the other hard-scapes (including street furniture) and soft-scapes that
may be initially introduced within the RROW limits; also defined as a
public open space for the continuous flow of pedestrian and vehicular
traffic, including the air space above such RROW, that must be free of all
forms of prohibited physical obstructions:
 Public RROW: Any access-way sited on a road lot, which is designated
as a public space and which has been dedicated or deeded to the
public for continued use by both pedestrians and vehicles. A public
RROW is part of the public domain and is usually paved and complete
with the requisite facilities and elements, all financed by public funds.
As such, the public RROW cannot be used for private use and
enjoyment of any form, nor can it be used for any private commercial
or business purposes. If temporary private use on the public RROW
such as hourly parking is permitted, the appropriate parking fees
shall apply and all collected fees shall accrue to the appropriate
Government agency tasked with its maintenance;
 Private RROW: Any access-way sited on a road lot, which is
designated as a public space and which has been dedicated or deeded
for continued use by both pedestrians and vehicles. A private RROW,
while considered part of the public domain, is usually paved and
complete with the requisite facilities and elements, all financed by
private funds. As such, certain portions of the private RROW may be
used for duly-permitted private use and enjoyment, commercial or
business purposes. If temporary private use on the private RROW
such as hourly parking is permitted, the appropriate parking fees
shall apply and all collected fees shall accrue to the entity that
financed its construction and / or that spends for its maintenance.
Sidewalk the portion of the RROW/ street which is for the exclusive use of
pedestrians. The use of the sidewalk in any form by vehicles such as
laterally traversing the length of the sidewalk or parking on the sidewalk
are prohibited acts. Being part of the public domain, any form of private
use or enjoyment or any form of public use that violates its dedicated
function for pedestrian use are all prohibited.
Street The technical/ legal term RROW is the same as street.
Sustainable Design is the philosophy of designing physical objects, the built environment and
services to substantially comply with the principles of economic, social
and ecological sustainability, without compromising natural and other
resources that must be bequeathed to future generations.
TGFA (Total Gross is the total floor space within a building (inclusive of extensions/
Floor Area) additions to such a building/ enclosed area) and its auxiliary buildings;
the TGFA consists of the GFA and all other enclosed/ partially enclosed
support areas that are built up and/or paved (with an impervious
surface) together with all other usable horizontal areas/surfaces above
and below the finished grade line (FGL) that are all physically attached
to such a building; areas such as open/semi-covered parking areas,
12
Term Definition
vehicle waiting areas, walks/covered walks, courts, pools, ponds/grotto,
generator shed/pump room/s and elevated platforms/ view decks all
form part of the TGFA; the TGFA also defined as the total floor space
within the main and auxiliary buildings primarily consisting of the GFA
and all other enclosed support areas together with all other usable
horizontal areas / surfaces above and below established grade level that
are all physically attached to the building / s which shall consists of the
following:
 Covered areas used for parking and driveways, services and utilities.
The TGFA specifically excludes provisions for courts above grade
level;
 Vertical penetrations in parking floors where no residential or office
units are present;
 Uncovered areas for helipads, air-conditioning cooling towers or
ACCU balconies, overhead water tanks, roof decks, laundry areas and
cages, wading or swimming pools, whirlpool or jacuzzis, terraces,
gardens, courts or plazas, balconies exceeding 10m2, fire escape
structures and the like; and
 Other building projections which may additionally function as floors
or platforms if properly reinforced e.g. the top surfaces of roof
extensions / eaves, sun-breakers, large roofed or cantilevered areas
such as porte cocheres, canopies and the like.
TLA (total lot area) the total surface area of a lot / property as generally determined by the
lengths of its frontage (usually along a RROW / street), sides and rear,
with the area measurement taken at a common right angle and not
parallel to the surface of the lot / property, particularly if the same is
sloping (at an incline).
ZO (zoning a local development control in the form of a local law for a specific LGU
ordinance) and its jurisdiction; with the NBCP only setting the minimum building
standards, the ZO can readily exceed such minima to provide more
stringent or stricter building regulations as part of the ZO IRR.
13
SCHEDULE 1: EQUITY REQUIREMENTS
1. The Initial Shareholders and their percentage ownership in the Concessionaire as at

the Signing Date are:
Initial Shareholder Ownership

%
Megawide Construction Corporation 51%
WM Property Management, Inc. 49%
2. The Lead Member is Megawide Construction Corporation.
3. The Qualifying Initial Shareholders and their individual Equity Requirements are:
Qualifying Initial Shareholder Ownership

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

Concessionaire that each Initial Shareholder must retain throughout the Lock-Up
Period on Initial Shareholder):
Qualifying Initial Shareholder Ownership

%

(Lead Member)

(Qualifying Initial Shareholder)
5. The O&M Sponsor is WM Property Management, Inc. and the designated Facility
Operator is the Concessionaire, MWM Terminals, Inc.
14
SCHEDULE 2: DESCRIPTION OF THE PROJECT
1. PROJECT LAND
The Project Land for the Project is located in southwest Metro Manila at the PRA
property beside Asia World/Uniwide along Coastal Road, Parañaque City. The
figure below illustrates the location of the Project Land within Metro Manila.
SOUTHWEST ITS
PROJECT
Location of the Project Land for Southwest ITS Project within Metro Manila
15
1.1. Details of the Project Land
Location of the The Project Land is located in the southwestern part of Metro
Project Land Manila and it lies near Manila-Cavite Expressway which
connects Metro Manila to the province of Cavite.
Co-ordinates Latitude - 14°30'44.04"N; Longitude - 120°59'31.71"E
Area of the 4.59 Hectares

Project Land
Access The Project Land is accessible from the Manila-Cavite

Expressway (R1 Expressway) and there are plans to provide
access to the Project Land from Diosdado Macapagal Boulevard
(DMB) and the future LRT-1 Cavite Extension.
The following plan illustrates the structure of the Project Land and also shows
the developments in the context areas.
DIOSDADO MACAPAGAL BOULEVARD
Location of Proposed
LRT Station
PROJECT SITE- PART 1

PROJECT SITE- PART 2 (2.9 HECTARE)
(1.69 HECTARE)
TO MANILA
R-1 EXPRESSWAY
TO CAVITE
TOTAL PROJECT SITE- 4.59 HECTARE
Shape and structure of the Project Land

Location of LRT Station is indicative
16
1.2 Details of Access Road Land
The following plan illustrates the access roads leading to the Project Land.
LRT Station

(2.9 HECTARE)
(1.69 HECTARE)
TO MANILA
R-1 EXPRESSWAY
TO CAVITE
Access Roads to be developed by the Concessionaire
2. GENERAL SCOPE OF WORK
The Concessionaire is required to plan, design, finance, construct, develop, equip,

operate, maintain and manage the Project and enjoy its commercial benefits for
the Concession Period. The main focus of the Concessionaire should be to
develop the ITS Terminal with facilities for passengers/ public along with
Commercial Assets.
The Concessionaire shall carry out works and services as required and to comply
with all the provisions of the Concession Agreement, the Schedules to the
Concession Agreement and conforming to the applicable regulations/ norms/
standards, etc.
The main components to be developed at the Project Land and Access Road Land
are:
o ITS Terminal, Access Road and the pedestrian connection/s between
the ITS Terminal and the LRT-1 Cavite Extension Project’s Asia World
Station concourse adhering to the design parameters as stipulated in
Schedule 5 (Engineering Procurement and Construction of the ITS Terminal
and Access Road) and other provisions of this Concession Agreement.
o Commercial Asset (at the Concessionaire's option), adhering to the
following considerations:
17
– must be in compliance with the approved Commercial Development
Plan, Relevant Rules and Procedures and the EHS Guidelines;
– shall not include any residential property component of any nature
(but provided that for this purpose the development of (1) hotels and
(2) serviced apartments/hotel apartments shall not deemed to
constitute "residential property";
– shall conform to applicable regulations / norms/ standards; and
– shall have adequate parking spaces and shall adhere to the minimum
parking regulations under the P.D. No. 1096, the 1977 National
Building Code of the Philippines, its 2004 Revised IRR and its various
Referral Codes and other applicable regulations / norms/ standards.
18
SCHEDULE 3: GRANTOR’S RESPONSIBILTIES
1. RESPONSIBILITIES PRIOR TO CONSTRUCTION START DATE

The obligations mentioned in section 1 of this Schedule 3 (Grantor’s
Responsibilities) are Conditions Precedent to the Construction Start Date.
No later than thirty (30) days from the Signing Date, the Grantor shall designate
its representatives to the Project Dispute Resolution Board in accordance with
Section 31 (Dispute Resolution) and its representatives to the Steering Group in
accordance with Section 20 (Project Management), and shall provide written
details of the same to the Concessionaire.
As a condition precedent to the Construction Start Date, the Grantor shall
provide to the Concessionaire the full and exclusive and uninterrupted use and
possession of the Project Land and Access Road Land as set out in Schedule 2
(Description of the Project) and Section 4 of this Schedule 3 (Grantor's
Responsibilities). Prior to the Construction Start Date, the Grantor shall, when
requested by the Concessionaire but no more than forty-eight (48) hours from
the original request, and subject to compliance with reasonable conditions as to
safety, security and confidentiality, permit the Concessionaire to (i) enter and
inspect the Project Land and Access Road Land, and (ii) have access to all of the
Grantor’s records relating to the Project Land and Access Road.
2. RESPONSIBILITIES PRIOR TO COMPLETION DATE

The Grantor shall issue to the Concessionaire or the Facility Operator an
Operating Franchise within thirty (30) days from the Concessionaire’s or Facility
Operator’s compliance with all of the procedures and requirements in Schedule
14 (Operating Franchise Particulars).
3. GENERAL PRINCIPLES REGARDING SCHEDULING AND BAY ALLOCATION

COMMITTEE
3.1 The Scheduling and Bay Allocation Committee shall consist of authorized
representatives from the following key stakeholders:
 DOTC,
 LTFRB,
 MMDA; and
19
 Representative of provincial bus operators
3.2 The Scheduling and Bay Allocation Committee shall be established by the
Grantor no later than three (3) months prior to the Required Completion Date.
3.3 The Scheduling and Bay Allocation Committee shall be comprised of two (2)
representatives each from the DOTC, LTFRB, MMDA and one (1) representative
of the provincial bus operators. The Scheduling and Bay Allocation Committee
shall be chaired by the Grantor’s representative. The number of representatives
may be adjusted by mutual agreement between the Grantor and the above
mentioned stakeholders.
3.4 A meeting of the Scheduling and Bay Allocation Committee and the
Concessionaire shall be convened by the Chairperson within fifteen (15)
Business Days from the date the Concessionaire submits the Terminal Schedule
as prepared in accordance with Section 15.12.c of this Concession Agreement.
The agenda of the meeting shall be:
(a) to review the Terminal Schedule on the basis of following principles:
(i) The Terminal Schedule ensures the optimal utilization of the ITS
Terminal’s capacity;
(ii) The Terminal Schedule ensures fair and impartial allocation of the
embarkation bays among all the provincial bus operators;
(iii) The Terminal Schedule provides at least 12 minutes to each
provincial bus for loading the passengers from the embarkation
bay;
(b) to decide:
(i) whether such Terminal Schedule shall be recommended to LTFRB
for its approval; or
(ii) whether to request Concessionaire for further revisions in the
Terminal Schedule.
3.5 If the Scheduling and Bay Allocation Committee gives notice to the
Concessionaire that it requires further revisions in the submitted Terminal
Schedule, the Concessionaire shall provide the revised Terminal Schedule within
such reasonable time as is specified by the Scheduling and Bay Allocation
Committee in the notice.
3.6 The Concessionaire and the Scheduling and Bay Allocation Committee shall
engage in iterative dialogue in relation to the further submission to be made
(whether of an amended or a new Terminal Schedule) so as to maximise the
probability that the further submission shall be approved by the Scheduling and
Bay Allocation Committee no later than one (1) month prior to the Required
20
Completion Date and shall be further recommended to the LTFRB for its
approval.
3.7 The Scheduling and Bay Allocation Committee shall ensure the approval of
Terminal Schedule from LTFRB before the issuance of the Provisional
Acceptance Certificate or the Final Acceptance Certificate, whichever is
applicable.
3.8 After the issuance of Provisional Acceptance Certificate or Final Acceptance
Certificate, whichever is earlier, the Scheduling and Bay Allocation Committee
shall meet every three (3) months or more frequently as required by the Grantor
or the Concessionaire. Such meetings shall be for reviewing the implementation
of the Terminal Schedule and for reviewing any revisions in the Terminal
Schedule proposed by the Concessionaire or the Grantor, as the case may be.
4. SITE PLAN OF PROJECT LAND
LRT Station

PROJECT SITE- PART 2 (2.9 HECTARE)
(1.69 HECTARE)
TO MANILA
R-1 EXPRESSWAY
TO CAVITE
Southwest ITS Project Site

Location of LRT Station is indicative.
Note: The Transfer Certificate of Title (TCT) and Technical Description for the
Project Land are enclosed as Annex 3A.
21
5. PLAN OF ACCESS ROAD LANDS
LRT Station

(2.9 HECTARE)
(1.69 HECTARE)
TO MANILA
R-1 EXPRESSWAY
TO CAVITE
Access Roads to be developed by the Concessionaire
Note: The typical cross-section and other indicative drawings related to Access Road
are enclosed as Annex 3B.
22
ANNEX 3A
TRANSFER CERTIFICATE OF TITLE (TCT) AND

TECHNICAL DESCRIPTION FOR THE PROJECT LAND
23
ANNEX 3B
TYPICAL CROSS-SECTION AND OTHER INDICATIVE

DRAWINGS RELATED TO ACCESS ROAD
24
SCHEDULE 4: MEETINGS
1. MEETING SCHEDULE FOR CONSTRUCTION PERIOD
Activity Frequency and Purpose
Construction review meeting Not less than every two (2) weeks
with transfer of information on a
weekly basis – To ensure activities
associated with the safe and efficient
construction of the Project is achieved
in the agreed timescales
Steering Group (SG) Monthly – Conduct project review of

activities with reports from all sub
groups and working parties reviewed
by exception – Has primacy in the
meeting structure and shall be chaired
by the Grantor or nominated
representative
Project Dispute Resolution Board (PDRB) As required or directed by Steering

Group – resolution of issues and
disputes raised by sub groups.
Resolution includes returning issue to
originating group in accordance with
Section 31.2 of the Concession
Agreement.
2. MEETING SCHEDULE FOR OPERATIONS PERIOD
Steering Group (SG) Every six (6) months or more

frequently as required by the Grantor -
meeting for reviewing the operation,
maintenance, management and safety
objective statistics as per the O&M
Manual – Has primacy in the meeting
25
structure and shall be chaired by the

Grantor or nominated representative
Scheduling and Bay Allocation Every three (3) months or more

Committee frequently as required by the Grantor
or the Concessionaire – for reviewing
the implementation of the Terminal
Schedule and any revisions in the
Terminal Schedule as proposed by the
Concessionaire or the Grantor.
Annual objective review meeting Immediately prior to business

planning cycle for future year – review
of annual plan & Terminal Plan
achievements and presentation of
objectives for following year. Chaired
by a nominated representative of the
Grantor.
It is expected that the Concessionaire shall have an internal meeting structure that
complements those meetings identified in this Schedule 4 (Meetings).
26
SCHEDULE 5: ENGINEERING, PROCUREMENT AND CONSTRUCTION
OF THE ITS TERMINAL AND ACCESS ROAD
1. INTRODUCTION
The Engineering, Procurement and Construction (EPC) of the Works relating to
the ITS Terminal and Access Road requires close liaison between all parties to
ensure the requirements of the site development planning, facility design,
construction, commissioning and acceptance are completed in the most effective
and efficient manner.
The Concessionaire shall ensure that sufficient staff, with the appropriate skills,
experience and competency, are employed to carry out the work in accordance
with:
o the relevant Detailed Design;
o the relevant MPSS; and
o all Relevant Rules & Procedures and applicable regulations/ norms/
standards, etc.
The Concessionaire shall maintain a document control process for the Detailed
Design, as built engineering drawings ensuring the accuracy and currency of the
master drawings. Controlled copies of all drawings shall be provided to the
Independent Consultant and Grantor. Controlled copies of all Relevant Rules &
Procedures and applicable regulations/ norms/ standards, etc. and MPSS shall
also be maintained.
The Concessionaire shall, in accordance with Part 4 (Works Timetable) to this
Schedule 5 (Engineering, Procurement and Construction of the ITS Terminal and
Access Road), develop and update throughout the Construction Period the
schedule [as initially submitted by the Concessionaire as part of the Project
Execution Plan (PEP)] in the form of a Primavera P3e (or equivalent
internationally recognized project planning software application) identifying
activities, proposed durations and timings for Works delivery (the "Works
Timetable"). The Works Timetable shall form the basis of a construction review
meeting as described in Schedule 4 (Meetings).
2. E&S IMPACT ASSESSMENT

The Concessionaire shall procure a consultant to carry out the preparation of an
E&S Impact Assessment in accordance with the provisions of Section 15.7
(Environmental and Social Requirements and Safety) of the Concession
27
Agreement for approval that meets the requirements of: (i) all Relevant Rules &
Procedures and applicable regulations/ norms/ standards, etc.; and (ii) EHS
Guidelines, whichever is more stringent. As an integral part of the E&S Impact
Assessment the Concessionaire shall undertake a Traffic Impact Assessment (the
“Traffic Impact Assessment”) as further outlined in paragraph 2(k) below. The
E&S Impact Assessment shall include (without limitation) the following:
a) seismicity - mitigation in the Detailed Design;
b) liquefaction and ground settlement - mitigation in the Detailed Design;
c) terrestrial and aquatic - avoidance and mitigation in detailed design and
the Construction Period;
d) hydrology (flooding) - mitigation in the Detailed Design;
e) contamination of water - mitigation in detailed design and the
Construction Period;
f) noise and vibration - mitigation in detailed design and the Construction
Period;
g) air quality - mitigation in the Construction Period;
h) employment - local employment during the Construction Period;
i) disturbance of businesses - mitigation during Construction Period;
j) utilities disruption - mitigation during the Construction Period; and
k) Traffic Impact Assessment, which shall contain, (without limitation) the
following:
a. A description of the site and study area. This will include a description
of the proposed land use (i.e., size, type, and location), phases of
development and site development plan;
b. Purpose and objectives of the analysis;
c. Determination and identification of the area of influence of the
development;
d. Description of existing roadway / transportation conditions including
traffic volumes, transit accessibility, accidents, road geometry, transit,
bicycle and pedestrian facilities, traffic signals, overall traffic
operations and circulation;
e. Identification of traffic congestion, accident areas and other
deficiencies of the transportation system in the study area;
f. Anticipated nearby land development (planned or under
construction) and associated traffic and overall traffic growth trends
in the area;
28
g. Anticipated trip generation and daily peak hour traffic volumes of the
proposed development at full build and at any interim construction
phase;
h. Projection of existing traffic to a future design year;
i. A future traffic volume plan for typical daily and key peak hours of the
development and roadway system;
j. Identification of traffic congestion, safety problems and / or other
deficiencies of the future transportation system (for vehicle, transit,
bicycle and pedestrian travel), with and without the proposed
development, including identified transportation improvements being
planned by other public or private organizations that are expected to
be in operation by the future years under study;
k. An assessment of the change in roadway operating conditions
resulting from the development (quantifying the impact of the
development);
l. Development and evaluation of potential improvement measures
needed to mitigate the impact of the development to the level defined
by local/state policies;
m. Recommendations for site access and transportation improvements
needed to maintain traffic flow to, from, within, and past the site at an
acceptable and safe level of service. Improvements typically include
roadway widening, turn lanes, traffic signals, bicycle, pedestrian and
transit amenities, safety measures, sight distance, and transportation
demand management strategies; and
n. Coordination efforts with other affected jurisdictions impacted by the
development.
The Concessionaire shall update the E&S Impact Assessment and ESMS based on
specific site issues during the Construction Period. The Concessionaire shall
comply with its obligations of Section 15.7 (Environmental and Social
Requirements and Safety) of the Concession Agreement.
The Concessionaire shall prepare E&S management and monitoring plans to be
incorporated in the overall ESMS. In order to implement the mitigation measures
identified in the E&S Impact Assessment and carry out the monitoring activities
to measure and evaluate their effectiveness. The Concessionaire shall report to
the Grantor on compliance and areas of non-compliance of such plans during the
construction review meetings as detailed in Schedule 4 (Meetings) to this
Concession Agreement.
The Concessionaire is required to develop a Reliability, Availability,
Maintainability and Safety (RAMS) programme plan (the "RAMS Plan"). This
29
RAMS Plan shall outline the reliability, availability, maintainability and safety
targets and the process to be followed to achieve these targets. The RAMS Plan
shall adopt the principles of European Standard EN50126.
30
Part 1: Independent Consultant
1. FUNCTION
The Independent Consultant shall carry out the following functions, among
others:
o review and approval of the Design Submittals Schedule.
o reviewing and determining whether the Detailed Designs submitted by
the Concessionaire comply with the MPSS;
o reviewing and determining whether the mitigations identified in the E&S
Impact Assessment submitted by the Concessionaire are being applied
and approving the same;
o engagement and participation in the processes for the evaluation and
determination of proposals for changes to Detailed Designs and MPSS;
o review the Commercial Development Plan submitted by the
Concessionaire and provide recommendations to the Grantor for its
approval;
o issuing a Design Acceptance Certificate after consultation with the
Grantor, stating that the Detailed Design in respect of the part of the
Works to which it relates complies with the Design Requirements;
o inspection of the state and progress of the Works;
o assessing the adequacy and accuracy of the documentation and plans
relating to the Project Assets which the Concessionaire (or any
Subcontractor) is using or may reasonably be expected to use;
o determining whether and to what extent the Works are being and are
likely to be carried out in accordance with the Concession Agreement;
o review and approve the information technology system and software
proposed by the Concessionaire for the preparation, management,
monitoring and implementation of Terminal Schedule;
o review the O&M Manual submitted by the Concessionaire and provide
recommendations to the Grantor for its approval;
o participation and engagement in Commissioning and Acceptance Tests
and the decision whether they have been passed and a Commissioning
and Acceptance Notice be given;
o participation and engagement in the final and substantial acceptance
procedure, (including the issuance of a Final Acceptance Certificate), the
31
rectification of Punch List Items and the carrying out of further tests in
accordance with Section 11 (Commissioning and Acceptance) of the
Concession Agreement;
o determining the Concessionaire has adopted provisions necessary to
ensure the safe (including, without limitation, structural safety and life,
fire and safety systems) operation and maintenance of the ITS Terminal;
o the determination of time extensions;
o carrying out the duties required in the event of Termination as
contemplated in Schedule 8 (Financial Consequences of Termination), and
o engagement and participation in questions concerning the disposal of
Project Assets.
The Independent Consultant shall prepare and submit to the Grantor and the
Concessionaire such reports as detailed in the terms of reference for the
appointment of the Independent Consultant.
2. INSPECTION AND MONITORING

The Grantor or the Independent Consultant may at any time during the
Construction Period give the Concessionaire a notice to inspect, check or test the
Works in progress. The Concessionaire shall ensure that the Grantor and the
Independent Consultant are given sufficient access to any relevant part of the
Project Land, and any other premises in which the design or fabrication of any
part of the Works is taking place, for the purpose of such inspection, checking or
testing.
The Concessionaire shall grant to the Independent Consultant such access to
persons and papers as the Independent Consultant reasonably requires for the
purposes of his functions, upon reasonable notice and at reasonable times
providing assistance, equipment and materials as may be reasonably required to
carry out such inspection, checking or testing.
32
Part 2: Minimum Performance Standards and Specifications (MPSS)
1. INTRODUCTION
The Concessionaire must, no later than one hundred twenty (120) days after the
Signing Date provide the Independent Consultant with a Design Submittals
Schedule (the “Design Submittals Schedule”) setting out the schedule for the
submission of the architectural documents i.e. architectural perspectives, plans,
designs, drawings, computations and like deliverables by the Concessionaire to
the Independent Consultant. The architectural documents should be submitted
in the order and timescale outlined in the Design Submittals Schedule, provided
that in no event shall the Detailed Design be submitted later than one hundred
twenty (120) days after the Signing Date. Changes to the Design Submittals
Schedule must be agreed with the Independent Consultant prior to
implementation.
The Design Submittals Schedule shall allow sufficient time for the Independent
Consultant to carry out his duties under this Part 2 to Schedule 5 (Engineering,
Procurement and Construction of the ITS Terminal and Access Road) in respect of
each element of the Detailed Design. The Independent Consultant may either
approve the Design Submittals Schedule or require revisions thereto. If revisions
are required, the Concessionaire shall make such revisions (but shall be entitled
to make representations to the Independent Consultant if it considers that the
revisions required would unreasonably prejudice its ability to achieve the
Milestones).
Before beginning the Works, the Concessionaire must have received from the
Independent Consultant a Design Acceptance Certificate in relation to the
Detailed Design.
A Design Acceptance Certificate is a certificate given by the Independent
Consultant to the Concessionaire, after consultation with the Grantor, stating
that the Detailed Design in respect of the part of the Works to which it relates
complies with the Design Requirements (the “Design Requirements”) as
outlined below. Any issuance of a Design Acceptance Certificate shall not be
construed as an express or implied warranty by the Grantor that the Detailed
Design complies with the Design Requirements.
2. DESIGN REQUIREMENTS
In relation to each of the Works, the Design Requirements are that the Detailed
Design in question must be consistent with:
33
o the relevant provisions mentioned in this Part 2 of Schedule 5
(Engineering, Procurement and Construction of the ITS Terminal and Access
Road);
o the Key Performance Indicators (KPI) and Standards for Operations &
Maintenance (O&M) of the ITS Terminal as mentioned in Part 1 of
Schedule 6 (Concessionaire Responsibilities for the Operations and
Maintenance Activities)
o Security standards as mentioned in Schedule 19 (Minimum Security
Standards and Mandatory Requirements)
o Prudent Industry Practice;
standards, etc.;
o all Relevant Consents; and
o not, in its implementation, contemplate or require that the relevant
Detailed Design is or is likely to be completed later than the time provided
for that completion in this Concession Agreement; or lead to the costs to
be borne by the Grantor in carrying out their obligations under this
Concession Agreement being higher (whether by reason of Delay,
inefficient operation or otherwise) than are contemplated by this
[The Concessionaire is obligated to engage with the Facility Operator and seek its
approval for the proposed designs before submitting the Designs for approval and
certification by the Independent Consultant.][To be retained where Bidder elects to
operate and maintain the ITS Terminal using a Facility Operator.]
3. SUBMISSION FOR APPROVAL

Not later than the date specified in the Design Submittals Schedule for its
submission, the Concessionaire shall submit to the Grantor, with a copy to the
Independent Consultant:
o a proposed Detailed Design;
o an explanation, in such detail as is necessary or expedient to enable the
Grantor fully and efficiently to understand the Detailed Design, and in
particular, how it complies with the Design Requirements; and
o such other information as the Grantor may reasonably request for the
purposes of its consideration of the Detailed Design.
34
4. REVIEW OF SUBMISSION
The Independent Consultant shall within ten (10) days of receipt of the same
review a submission of Detailed Design by the Concessionaire for compliance
with the design requirements and decide whether such Detailed Design is
approved, partially approved (with a request for further information from the
Concessionaire relating to the submitted Detailed Design) or rejected.
APPROVAL OF DETAILED DESIGN

If the Independent Consultant approves a submitted Detailed Design, the
Independent Consultant shall issue a Design Acceptance Certificate within the
time specified, approving the submitted Detailed Design.
Following the issuance by the Independent Consultant of a Design Acceptance
Certificate approving a submitted Detailed Design, the Concessionaire shall
(without prejudice to Section 27.4.d(4) of the Concession Agreement) issue to
the Grantor (at no cost to the Grantor) a royalty free, non-exclusive, sub-
licensable, transferable, irrevocable and world-wide license for the use of such
Detailed Design (including but without limitation to make copy, issue copies,
show in public and make an adaptation thereof) by the Grantor and their
authorized representatives, assigns and successors for any purpose necessary to
permit the Grantor to complete or cause the completion of the ITS Terminal and
Access Road.
5. REJECTION OF DETAILED DESIGN

If the Independent Consultant rejects a submitted Detailed Design:
o the Independent Consultant shall issue a notice of rejection to the
Concessionaire (with a copy to the Grantor) that must specify in detail
why the submitted Detailed Design fails to comply with the Design
Requirements and in general terms what the Independent Consultant
considers necessary to be done to the submitted Detailed Design to make
it comply with the Design Requirements; and
o the Concessionaire shall submit to the Independent Consultant an
amended Detailed Design or a new Detailed Design as soon as reasonably
practicable after receiving the notice of rejection.
6. FURTHER INFORMATION
If the Independent Consultant gives notice that it requires further information in
relation to a submitted Detailed Design, the Concessionaire shall provide that
35
information within such reasonable time as specified by the Independent
Consultant in the notice.
7. FURTHER SUBMISSIONS
After having had a submitted Detailed Design rejected or a request for further
information, the Concessionaire and the Independent Consultant shall engage in
iterative dialogue in relation to the further submission to be made (whether of
an amended or a new Detailed Design) so as to maximize the probability that the
further submission shall be approved.
8. FAILURE
If the Concessionaire fails to obtain a Design Acceptance Certificate in relation to
a submitted Detailed Design, no later than sixty (60) Business Days after its first
submission, and this is not due to:
o any unreasonable delay or refusal by the Independent Consultant to issue
a Deign Acceptance Certificate; or
o a Grantor Delay Event, a Force Majeure Delay Event or a MAGA Delay
Event
then it shall constitute a Concessionaire Delay Event and the provisions of
Section 14.5 (Consequences of Concessionaire Delay Event) of this Concession
Agreement shall apply.
9. CHANGE TO DETAILED DESIGN

9.1 Proposed Grantor Detailed Design Change
If, after a Design Acceptance Certificate has been issued, the Grantor wishes to
change the Detailed Design, the Grantor shall submit to the Concessionaire a
notice specifying:
o the change to the Detailed Design proposed; and
o the reasons therefor.
Within twenty (20) Business Days of receipt of a proposed Grantor Detailed
Design Change, the Concessionaire shall give notice to the Grantor stating:
o its estimate of the financial consequences of the proposed Grantor
Detailed Design Change; and
o its estimate of the impact of the proposed Grantor Detailed Design Change
on:
36
 the probability that the requirements of the Design Submittals
Schedule shall be met;
 the probability that the requirements of the Works Timetable shall
be met; and
 the probability that the Required Completion Date shall be met.
A proposed Grantor Detailed Design Change shall be made only if (and subject to
paragraph 12 below) the Grantor has agreed in writing to:
o bear the financial consequences of the proposed Grantor's Detailed
Design Change on cost basis as contemplated in Section 26.1 of this
Concession Agreement;
and the proposed Grantor Detailed Design Change does not breach:
o any Relevant Rules and Procedures; or
o any Relevant Consent.
9.2 Proposed Concessionaire Detailed Design Change

If, after a Design Acceptance Certificate has been issued, the Concessionaire
wishes to change the Detailed Design in question, it shall submit to the Grantor a
notice specifying:
o the change to the Detailed Design it proposes;
o its reasons;
o the extent to which the proposed Concessionaire Detailed Design Change
complies with the relevant MPSS;
o its estimate of the financial consequences of the proposed Concessionaire
Detailed Design Change; and
o its estimate of the impact of the proposed Concessionaire Detailed Design
Change on:
be met; and
 the probability that the Required Completion Date shall be met,
If a proposed Concessionaire Detailed Design Change has or is likely to have a

material adverse effect on:
37
o the cost of the relevant Works;
o the probability that the requirements of the Design Submittals Schedule
shall be met;
o the probability that the requirements of the Works Timetable shall be
met; or
o the probability that the Required Completion Date shall be met,
but would, if made, still comply with the relevant MPSS, the Independent
Consultant may, by notice to the Concessionaire, reject the proposed Detailed
Design Change. However, the proposed Concessionaire Detailed Design Change
may be (subject to paragraph 12 below) accepted if:
o the Concessionaire undertakes to bear the financial consequences of the
Concessionaire Detailed Design Change including the consequences of any
Delay;
o the Concessionaire Detailed Design Change does not contemplate a Delay
in the commencement of the Services and operation and maintenance of
the ITS Terminal later than the Required Completion Date; and
o the proposed Concessionaire Detailed Design Change does not breach
Prudent Industry Practice, any Relevant Rules and Procedures, or any
Relevant Consent.
If a proposed Concessionaire Detailed Design Change has or is likely to have a

material adverse effect on:
shall be met;
met; or
and would, if made, not comply with the relevant MPSS, the Independent
Consultant shall, by notice to the Concessionaire, reject the proposed
Concessionaire Detailed Design Change. In such a case, if the Concessionaire
wishes to proceed with the proposed Concessionaire Detailed Design Change in
question, the Concessionaire must follow the procedure outlined in paragraph 10
of this Part 2 to Schedule 5 (Engineering, Procurement and Construction of the ITS
Terminal and Access Road) regarding requests for changes to MPSS.
38
If a proposed Concessionaire Detailed Design Change shall not have a material
adverse effect on the following
shall be met;
met; or
and would, if made, still comply with the relevant MPSS, the Concessionaire may,
upon approval of the Independent Consultant and subject to paragraph 12
below, make the proposed Concessionaire Detailed Design Change in question.
If a proposed Concessionaire Detailed Design Change shall not have a material

adverse effect on:
shall be met;
met; or
and would, if made, not comply with the relevant MPSS, the Independent
Consultant shall, by notice to the Concessionaire, reject the proposed
Concessionaire Detailed Design Change. In such a case, if the Concessionaire
wishes to proceed with the proposed Concessionaire Detailed Design Change in
question, the Concessionaire must follow the procedure outlined in paragraph
10.2 of this Part 2 of Schedule 5 (Engineering, Procurement and Construction of
the ITS Terminal and Access Road) regarding requests for changes to MPSS.
10. MPSS CHANGE

In relation to each of the Works, the Design Requirements are that the MPSS in
question must be consistent with:
standards, etc.;
o all Relevant Consents; and
39
o not, in its implementation, contemplate or require that the relevant
Detailed Design is or is likely to be completed later than the time provided
for that completion in this Concession Agreement; or lead to the costs to
be borne by the Grantor in carrying out their obligations under this
Concession Agreement being higher (whether by reason of Delay,
inefficient operation or otherwise) than are contemplated by this
10.1 Proposed Grantor MPSS Change

If, after a Design Acceptance Certificate has been issued, the Grantor wishes to
change the MPSS in question, it shall submit to the Concessionaire a notice
specifying:
o the change to the MPSS it proposes; and
o its reasons.
Within twenty (20) Business Days of receipt of a proposed Grantor MPSS Change,
the Concessionaire shall give notice to the Grantor stating:
o its estimate of the financial consequences of the proposed Grantor MPSS
Change; and
o its estimate of the impact of the proposed Grantor MPSS Change on:
be met; and
 the probability that the Required Completion Date shall be met.
The proposed Grantor MPSS Change shall be made only if (and subject to
paragraph 12 below) the Grantor has agreed in writing to:
o bear the financial consequences of the proposed Grantor MPSS Change on
cost basis, as contemplated in Section 26.1 of this Concession Agreement;
and
and the proposed Grantor MPSS Change does not breach:
o any Relevant Rules and Procedures; or
o any Relevant Consent.
40
10.2 Proposed Concessionaire MPSS Change
If, after a Design Acceptance Certificate has been issued, the Concessionaire
wishes to change the MPSS in question, it shall submit to the Grantor a notice
specifying:
o the change to the MPSS it proposes;
o its reasons;
o its estimate of the impact of the change to the MPSS on the Relevant
Works;
o its estimate of the financial consequences of the proposed Concessionaire
MPSS Change to the MPSS;
o its estimate of the impact of the change to the MPSS on the:
 probability that the requirements of the Design Submittals
be met; and
 the probability that the Required Completion Date shall be met,
If the proposed Concessionaire MPSS Change has, or is likely to have no material

adverse effect on:
o the cost of the Relevant Works;
o the quality of the Relevant Works;
shall be met;
met; or
the Independent Consultant may allow, subject to prior consultation with the
Grantor, the proposed Concessionaire MPSS Change in question. Before
proceeding with any such proposed Concessionaire MPSS Change, the
Concessionaire shall give notice to that effect to the Independent Consultant if
the proposal has, or is likely to have, a material adverse effect on:
o the cost of the Relevant Works;
o the quality of the Relevant Works;
o the probability that the requirements of the Design Timetable shall be
met;
41
met; or
o the probability that the Required Completion Date shall be met.
the Independent Consultant may, by notice to the Concessionaire, reject the
proposed Concessionaire MPSS Change. However, the proposed Concessionaire
MPSS Change may be accepted (subject to paragraph 12 below) if:
o the Concessionaire undertakes to bear the financial consequences of the
proposed Concessionaire MPSS Change including the consequences of any
Delay;
o the proposed Concessionaire MPSS Change does not contemplate a Delay
in the commencement of the Services later than the Required Completion
Date ;
o the proposed Concessionaire MPSS Change does not breach Prudent
Industry Practice, any Relevant Rules and Procedures or any Relevant
Consent.
11. INDEPENDENT CONSULTANT INVOLVEMENT

In all circumstances outlined above the Independent Consultant shall be involved
in the process through:
o the Party proposing the change in question shall send a copy to the
Independent Consultant at the same time as it sends the proposal to the
other Party, and shall ensure that the Independent Consultant receives
copies of all other papers and communications in that respect;
o both Parties shall ensure that the Independent Consultant shall, in a
timely manner, be fully engaged in the process of review, evaluation,
analysis and determination of the proposal;
o conducting a review of a relevant Party's proposed Detailed Design
Change and/or MPSS Change submitted after the Design Acceptance
Certificate has been issued. In addition, the Independent Consultant shall
evaluate the submitted Detailed Design Change and/or MPSS Change and
ensure the proposed Detailed Design Change and/or MPSS Change has
been submitted in accordance with paragraphs 9 and/or 10 (as relevant)
of Part 2 (Minimum Performance Specification and Standards) of Schedule
5 (Engineering, Procurement and Construction of the ITS Terminal and
Access Road);
o following a review in accordance with the preceding paragraph, the
Independent Consultant shall provide the Grantor and the Concessionaire
with a report:
42
1. detailing the findings of the Independent Consultant’s review of
the proposed Detailed Design Change and/or MPSS Change against
the objectives and submission requirements at paragraphs 9
and/or 10 (as relevant) of Part 2 (Minimum Performance
Specification and Standards) of Schedule 5 (Engineering,
Procurement and Construction of the ITS Terminal and Access
Road);
2. prepared on a 'by exception' basis, setting out the conclusion(s)
and any recommendation(s) of the Independent Consultant; and
3. where the Independent Consultant considers the proposed
Detailed Design Change and/or MPSS Change does not satisfy the
requirements of paragraphs 9 and/or 10 (as relevant) of Part 2
(Minimum Performance Specification and Standards) of Schedule 5
(Engineering, Procurement and Construction of the ITS Terminal
and Access Road), identifying such deviations in any
recommendation(s) made pursuant to sub-paragraph 2 above, for
the consideration of the Grantor and the Concessionaire; and
o if satisfied that the proposal meets the stipulated requirements at
paragraphs 9 and/or 10 (as relevant) of Part 2 (Minimum Performance
Specification and Standards) of Schedule 5 (Engineering, Procurement and
Construction of the ITS Terminal and Access Road), then the Independent
Consultant will issue a notice of approval authorizing the required
changes to the Design Acceptance Certificate and will issue an updated
Design Acceptance Certificate to the Parties. [To avoid doubt, no Detailed
Design Change and/or MPSS Change shall be effective until the
Independent Consultant has issued a notice of approval in accordance
with this paragraph 11.]
12. NO OBLIGATION TO REVIEW

Other than detailed above, the Grantor does not assume or owe any obligation to
the Concessionaire to review or approve any design. An absence of a review or
approval by the Independent Consultant of a design shall not relieve the
Concessionaire of its obligations under the Concession Agreement.
13. MPSS
13.1 Purpose
The purpose of these Minimum Performance Standards and Specifications
(MPSS) is to:
43
o establish the minimum requirements that the Concessionaire must
conform with in the design and construction of the ITS Terminal and
Access Road; and
o create certainty for both the Grantor and the Concessionaire in the
standards of performance expected of the Concessionaire.
These MPSS and its Annexes form part of the Concession Agreement and the
Concessionaire is required to conform to all the MPSS provisions.
13.2 Governing Laws and Regulations

a) R.A. No. 6957, as amended by R.A. No. 7718, the Build-Operate-Transfer
(BOT) Law and its implementing rules and regulations (IRR);
b) P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP),
its 2004 Revised IRR, duly promulgated by the DPWH (which set the
minimum building standards) and its various Referral Codes (RCs), which
set building standards that may be higher than those found in the NBCP; if
not found in the NBCP, the applicable minimum standard shall be those
found in the RCs or those that shall be recommended for adoption by the
Concessionaire’s commissioned registered and licensed professional
(RLP);
c) R.A. No. 9514, the 2008 Fire Code of the Philippines (FCP) and its 2009
IRR, duly promulgated by the DILG;
d) B.P. Blg. 344, The Law to Enhance the Mobility of Disabled Persons and its
IRR/ Annex as well as the applicable provisions of R.A. No. 7277,
otherwise known as The Magna Carta for Disabled Persons;
e) the applicable provisions of R.A. No. 9729, the Climate Change Act of 2009
and of R.A. No. 10121, the Philippine Disaster Risk Reduction and
Management Act of 2010 and of applicable environmental laws such as
R.A. No. 8749, the Philippine Clean Air Act of 1999, R.A. No. 9003, the
Ecological Solid Waste Management Act of 2000 and R.A. No. 9275, the
Philippine Clean Water Act of 2004;
f) the various professional regulatory laws [PRLs, e.g. R.A. No. 9266 in the
case of State-registered and licensed architects/ RLAs, R.A. No. 544, as
amended by R.A. No. 1582 for registered and licensed civil engineers/
RLCEs, R.A. No. 1364 for Sanitary Engineering, R.A. No. 1378 for Master
Plumbing, R.A. No. 8560 for Geodetic Engineering, R.A. No. 4209 for
Geology, R.A. No. 7920 for Electrical Engineering, R.A. No. 8495 for
Mechanical Engineering, R.A. No. 9292 for Electronics and
Communications Engineering, R.A. No. 9053 for Landscape Architecture
and R.A. No. 10587 for Environmental Planning (the last 4 only as
applicable), etc. and their derivative regulations];
44
g) R.A. No. 4566, the 1965 Contractor’s Licensing Law, implemented by the
DTI;
h) R.A. No. 386, the New Civil Code of the Philippines (1949), particularly the
civil liability provisions under its Art. 1723;
i) E.O. No. 1008, the Law on Construction Arbitration, implemented by the
DTI; and
j) R.A. No. 9285, The Alternative Dispute Resolution (ADR) Act of 2004, its
IRR and Special Rules of Court on ADR, promulgated by the Supreme
Court (SC) and denominated as A.M. No. 07-11-08-SC.
13.3 Design
13.3.1 Scope of Design Services
The Concessionaire shall prepare the Detailed Design (a) based on its Conceptual
Layout submitted in the Technical Proposal which is part of its Bid, and (b) in
accordance with these MPSS and the requirements provided in Schedule 19
(Minimum Security Standards and Mandatory Requirements).
13.3.2 Components and Outputs of Detailed Design by Concessionaire

The Detailed Design, which the Concessionaire shall prepare and submit to the
Independent Consultant (IC) for review and concurrence, shall cover the
following components and outputs:
A. Building, Grounds Component and Access Roads
The Detailed Design shall include the following outputs which shall all conform
to the MPSS for Design, and provide a level of detail that will enable quantities to
be estimated up to the plus/ minus five percent (+5%) of the final quantities. The
outputs shall be transmitted using international paper/ sheet/ board sizes (i.e.
A4 and A3 page size or A2, A1 and A0 sheet size).
a) Description of the proposed technology and materials e.g. use of pre-
fabricated components and/ or conventional built-on-site technology; use
of concrete/ steel/ fiber cement/ other materials, etc. (A4 page size)
b) Plans, elevations, cross-sections and interior/ exterior perspectives of the
ITS Terminal buildings/ structures at a scale of 1:100 meters (m) or as
applicable, distinguishing between the various building components i.e.
architectural, engineering and allied works [architectural interiors (AI),
interior design (as needed), furniture design, landscape architecture, etc.]
and noting the vastly different site characteristics and existing/ potential
hazards to development and continued use/ occupancy. For the structural
design, sufficiently detailed information is required for the proposed
substructure (i.e. foundation, etc.) and the superstructure. For AI,
45
material/ sample and color boards are required for the key public areas of
the ITS Terminal. (A2, A1 and/ or A0 sheet size)
c) Detailed/ technical specifications of materials and workmanship. As
applicable, these shall include the certificate of accreditation from the
Department of Public Works and Highways (DPWH) Bureau of Research
and Standards (BRS) on the acceptance of new materials/ technology or
of equivalencies in materials for use in the ITS Terminal and Access Road.
(A4 and/or A3 page size)
d) Proof of structural quality and integrity of a completed building,
particularly for projects which used new materials/ technologies. (A4
and/or A3 page size)
e) Detailed Design analyses and computations. (A4 and/or A3 page size)
f) Quantity and cost estimates for the buildings/ structures/ grounds i.e.
BoQ and DCE. (A4 and/or A3 page size)
g) Detailed Construction Management Plan (DCMP) including Construction
Schedule. (A4 or A3 page size and/or A2 sheet size)
h) Supporting data:
1. Simple longitudinal and cross sectional profiles;
2. Geotechnical investigation report (as applicable)/ geological
information report; and
3. Site and building drainage design report. (A4 and/or A3 page size)
B. Furniture/ Furnishings, Fixtures & Equipment (FFFE) Component

The Detailed Design for FFFE shall include the following outputs based on the
MPSS for FFFE:
a. Detailed Layouts, Plans and Design of FFFE, showing their dimensions;
perspectives, plans, and elevations at a scale of 1:10 m, with details at a
scale of 1:5 m; materials specifications; and other basic properties. (A4
and/or A3 page size)
b) Detailed Cost Estimate (DCE). (A4 and/or A3 page size).
13.3.3 Governing Codes and Specifications

The Detailed Design shall be governed by the following Design Codes and
Specifications:
(1) P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP),
its 2004 Revised IRR and its various Referral Codes (RCs), etc;
46
(2) DPWH Standard Specifications for Public Works and Highways, 2004
Edition, Volume II – Highways, Bridges and Airports or ‘Blue Book’;
(3) DPWH, Highway Safety Design Standards 2012;
(4) A Policy on Geometric Design of Highways and Streets, 2004, American
Association of State Highways and Transportation Official (AASHTO);
(5) AASHTO Roadside Design Guide, 4th Edition;
(6) AASHTO HS20-44 (corresponding to full-size trailer loading) for structure
loading;
(7) US Standards, as applicable;
(8) Codes as described in this Part 2 (Minimum Performance Specification and
Standards) of Schedule 5 (Engineering, Procurement and Construction of
the ITS Terminal and Access Road);
(9) All Relevant Rules & Procedures and applicable regulations/ norms/
standards, etc.
13.3.4 Architectural Standards

The architectural quality of the ITS Terminal building/ structure must be in full
accordance with law, specifically with P.D. No. 1096 (1977 NBCP) and its 2004
Revised IRR, and/or with the pertinent RC, and as described in the Part 2
(Minimum Performance Specification and Standards) of Schedule 5 (Engineering,
Procurement and Construction of the ITS Terminal and Access Road). The
architectural documents i.e. architectural perspectives, plans, designs, drawings,
computations and like deliverables by the Concessionaire must be in full
compliance with R.A. No. 9266 (The Architecture Act of 2004) and its 2004 IRR,
as well as with the applicable sections of this Part 2 (Minimum Performance
Construction of the ITS Terminal and Access Road).
a) Windows, doors, required openings and related fenestrations must be in
full accordance with P.D. No. 1096 (1977 NBCP) and its 2004 Revised IRR,
and/or with the pertinent RC. Polyvinyl chloride (PVC) doors and jambs
shall not be used. If doors made of materials other than wood are to be
introduced by the Concessionaire, these must be fire-rated and
thoroughly tested for toxicity (normal and burning conditions) and shall
have the prior acceptance/ approval by the DPWH BRS.
b) Floors must be in full accordance with P.D. No. 1096 (1977 NBCP) and its
2004 Revised IRR, and/or with the pertinent RC:
(1) The finished floor must be of non-skid finish.
47
(2) Where required, a ramp must be provided in full compliance with
the accessibility law (B.P. Blg. 344) and properly labeled i.e. with
the international signage for the disabled i.e. either formed of
concrete/ cement or metal.
c) Suspended ceiling and ceiling cavity, including clear heights reckoned
from finished floor line (FFL) to finished ceiling line (FCL), must be in full
accordance with P.D. No. 1096 (1977 NBCP) and its 2004 Revised IRR,
and/or with the pertinent RC;
d) Roof and roof cavity must be in full accordance with P.D. No. 1096 (1977
NBCP) and its 2004 Revised IRR, and/or with the pertinent RC and with
the pertinent laws governing climate change adaptation and disaster
resiliency, where the Concessionaire’s choice of roofing material must be
adequately protected from the elements.
e) Partitions and circulation and emergency egress: Corridors (single-load),
main staircases, service/ emergency egress staircases, fire exit ladders
and railings must fully comply with the FCP and its latest IRR, as well as
with the applicable portions of P.D. No. 1096 (1977 NBCP) and its 2004
Revised IRR, and/or with the pertinent RC;
f) Information Boards
The ITS Terminal must be provided with built-in information boards, of
various types and materials, electronic or illuminated or non-electronic/
non-illuminated, of the appropriate widths, heights and thicknesses, with
mounting heights and material and finish specifications as per applicable
international standards.
g) Painting must be in full accordance with P.D. No. 1096 (1977 NBCP) and
its 2004 Revised IRR, and/or with the pertinent RC;
h) Ventilation must be in full accordance with P.D. No. 1096 (1977 NBCP)
and its 2004 Revised IRR, and/or with the pertinent RC; roof cavity (if
introduced) must be naturally ventilated and pest-proofed.
i) Grounds Development and Civil Works must fully conform to the DPWH
Standard Specifications for Public Works Structures, Volume III, 1995
(Blue Book).
13.3.5 Structural Standards

The structural design must exceed the minimum requirements under P.D. No.
1096, the 1977 NBCP and its 2004 Revised IRR, and must specifically comply
with the latest edition of the National Structural Code of the Philippines (NSCP)
as the minimum standard as of date of bid submission. However, reference is
made to possible newer NSCP editions or higher/ more stringent structural
48
design standards (addressing higher wind loads/ velocities in particular) as the
preferred minimum standard for use in project execution/ construction.
13.3.6 Electrical and Electronic Standards

The electrical and electronic designs must exceed the minimum requirements
under P.D. No. 1096, the 1977 NBCP and its 2004 Revised IRR, and must
specifically comply with the latest edition of the pertinent RCs.
13.3.7 Sanitary and Plumbing Standards

The sanitary and plumbing design must exceed the minimum requirements
under P.D. No. 1096, the 1977 NBCP and its 2004 Revised IRR, and must
specifically comply with the latest edition of the pertinent RCs.
13.3.8 Mechanical and Fire Protection Standards

The mechanical and fire protection design must exceed the minimum
requirements under P.D. No. 1096, the 1977 NBCP and its 2004 Revised IRR, and
must specifically comply with the latest edition of the pertinent RCs.
13.3.9 Other Requirements

a. Noise Level Limit
The sound transmission class/ noise reduction rating of the ITS Terminal
building and its component materials, including walls partition and floor
slabs, must reduce noise level such that it will comply with accepted
standards on noise reduction, particularly on noise generated by the
nearby airport (NAIA).
b. Protection from Toxicity
The building and finishing material to be used like panel/ ceiling boards,
paints, varnish, etc. must not contain or emit any carcinogenic or toxic
substances which may pose risk on the health of occupants (such as
asbestos, polychlorinated biphenyls/ PCB, benzene and the like). A
material safety data sheet (MSDS) detailing the composition of the
construction materials used, must be presented by the Concessionaire for
IC evaluation and possible OSHS certification (on an absolute need basis).
49
13.3.10 Other Standards
a. The set of FFFE items must harmonize, in terms of functionality and
design, with the intended use of the spaces at the ITS Terminal building.
b. FFFE materials may be wood or non-wood, resistant to termites (if of
wood) for at least two (2) years, and protected from rust for at least for
five (5) years. They should not contain or emit any carcinogenic or toxic
substance. New materials must first be certified by the Bureau of Product
Standards (BPS) of the Department of Trade and Industry (DTI).
13.3.11 Design Requirements

a. The conduct of the soil investigations and of the requisite environmental
investigations as part of pre-design investigations must be undertaken by
the Concessionaire on its account.
b. All Detailed Design plans, designs, drawings/ details, schedules,
specifications, bill of quantities (BoQ), detailed cost estimates (DCEs) and
similar regulated professional practice documents must be signed and
dry-sealed by registered and licensed professionals (RLPs) in full
accordance with law e.g. only registered and licensed architects (RLAs)
shall prepare, sign and seal the pertinent architectural documents (per
Sec. 20.5 of R.A. No. 9266; the original/ true text of Sec. 302 of P.D. No.
1096, the 1977 NBCP, does not mention architectural documents nor
signatories to such).
13.4 CONSTRUCTION
13.4.1 Standards and Specifications for Construction
a. The construction of the ITS Terminal and Access Road shall be
implemented according to the Detailed Design prepared by the
Concessionaire, as reviewed and concurred with by the Independent
Consultant (IC).
b. During construction phase performance standards to be met shall
conform to provision of relevant laws/ codes, standards, specifications
and latest IRR and DRs of the National Building Code of the Philippines
(NBCP) and its applicable RCs and are to be approved by Independent
Consultant, as outlined in the Concession Agreement. Where any of the
standards are silent, Good Industry Practice shall be followed in
consultation with the Independent Consultant. The materials, equipments,
appliance and machinery to be used and installed shall be tested by taking
out samples and testing as per relevant standards including arranging of
test certificates from the suppliers and manufacturers. Wherever
50
required, Load Tests shall be conducted on structural elements. In case of
piling work for foundation, vertical load tests and lateral load tests shall
be conducted towards initial load and routine tests. All equipment,
appliances and machinery shall be tested as per manufacturer
recommendation in the presence of Independent Consultant before
commissioning thereof.
The Construction of the ITS Terminal and Access Road shall also comply
with the MPSS for Construction herein prescribed. The MPSS for
Construction includes conformance to the provisions pertaining to
building under the DPWH Blue Book, Volume III.
The Blue Book prescribes, among other things, the material requirements
and construction requirements for different items of work, including the
tests to be conducted during Construction by the Concessionaire. The
Blue Book incorporates provisions of the ASTM and ACI, among others,
pertaining to construction. Attention shall be given to the relevant items
of work in the following Parts of the Blue Book:
 Part A - Earthwork
 Part B – Plain and Reinforced Concrete Works
 Part C – Finishing
 Part D – Electrical
 Part E – Sanitary/ Plumbing Works
For materials and technologies not covered by the Blue Book, or if the
Concessionaire intends to use any new material/ technology which is not
accredited by the DPWH Bureau of Research and Standards (BRS), the
Concessionaire shall submit a certification from a recognized foreign/
international institution to the effect that the new materials/ technology
meets the MPSS and that the new materials/ technologies have been
successfully used with proven integrity.
13.4.2 Detailed Construction Plan

The Concessionaire shall prepare a Detailed Construction Plan (DCP) as part of
the Detailed Design that it shall submit to the IC for review and concurrence. The
DCP shall be based on the preliminary Construction Plan submitted in the
Technical Proposal of the Concessionaire’s Bid, as updated and detailed to fit the
elements of the Detailed Design. The DCP must identify the procedures,
processes and management systems that the Concessionaire will apply to ensure
the implementation of the Construction Works in accordance with the
As a minimum, the DCP must define the following:
51
a. Construction organization and management structures for the ITS
Terminal and Access Road, identifying key personnel and positions,
Constructors, and sub-constructors.
b. Construction methodology and procedures, including pre-fabrication if
any.
c. Quality control and assurance system for all Works.
d. Construction schedule, milestones, and S-curve covering all ITS Terminal
components, Project Land and Access Road.
e. Major construction equipment and materials to be used.
f. Health, safety, and security program in accordance with Department
Order No. 13, series of 1998, of the Department of Labor and Employment
(DoLE).
g. Measures and procedures for:
(1) Control and monitoring of the construction schedule as against
actual construction works;
(2) Supervision and monitoring of the quality control and
assurance system for the Works, including the integrity of tests
conducted;
(3) Monthly updating of the Construction Plan and monthly
progress reports;
(4) Development and approval of Construction documentation;
and
(5) Survey and condition monitoring;
h. Strategies for:
(1) Managing risks;
(2) Obtaining all necessary approvals and permits from national and
local government authorities; and
(3) Details of records management and indexing protocols that will
enable referencing of all design and construction records to the ITS
Terminal & Access Road components, work type and location.
13.4.4 Test Requirements

The Concessionaire shall undertake tests during construction in accordance with
the schedule of minimum testing requirements for items of work and materials
covered by the Blue Book.
52
If any new Construction materials proposed by the Concessionaire are not
covered by the Blue Book, these materials shall first pass the evaluation and
accreditation system of the DPWH BRS, certified by the IC, and approved by the
Grantor, before the new materials are used in the ITS Terminal and Access Road.
13.4.5 Completion of Construction

a. The IC shall be required to determine and certify that the Concessionaire
has fully complied with the following requirements for the completion of
Construction and, if so, shall then issue the Final Acceptance Certificate to
the Concessionaire in accordance with the Concession Agreement:
(1) All Tests for Construction comply with the pertinent provisions
of the Blue Book and other test requirements of the MPSS for
Construction.
(2) All parts of the ITS Terminal and Access Road have been
completed in accordance with the Detailed Design, as certified
by the IC, and with the MPSS for Construction, including the
rectification of all defects.
(3) The completed ITS Terminal and Access Road can be safely and
reliably placed into normal use and occupancy by the
competent authorities and end-users.
b. The Concessionaire must submit (1) the As-Built drawings, (2) an Asset
Register to include a description of all assets constructed, and (3) the
construction completion report for the ITS Terminal and Access Road to
the Grantor not later than two (2) months after the issuance of the Final
Acceptance Certificate.
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Annex 1: Parameters and consideration for design of the ITS Terminal
The Concessionaire, while designing the ITS Terminal shall consider and comply with
the following parameters and considerations:
(i) MINIMUM NUMBER OF BAYS
Bay of standard size as per the P.D. No. 1096, the 1977 Minimum number
National Building Code of the Philippines, its 2004
Revised IRR and its various Referral Codes
Disembarkation Bays
For provincial buses 16 Bays
For Metro Manila buses 3 Bays
For public utility jeepneys 2 Bays
For AUV/FX/megataxi 8 Bays
For taxi 5 Bays
Embarkation Bays
For Public utility jeepneys 5 Bays
For taxi 11 Bays
Idle / Staging Bays
For public utility jeepneys 14 Bays
For taxi 32 Bays
Parking areas for other modes
2 wheeler parking 100 Bays
54
Bay of standard size as per the P.D. No. 1096, the 1977 Minimum number
National Building Code of the Philippines, its 2004
Revised IRR and its various Referral Codes
Car parking 100 Bays
It is clarified herewith that the minimum number of bays as specified above

shall be provided for the ITS Terminal only. The Concessionaire shall plan
and construct adequate parking areas for both ITS Terminal and
Commercial Asset including separate entry and exit for ITS Terminal and
Commercial Asset. The Concessionaire shall adhere to the minimum parking
regulations under P.D. No. 1096, the 1977 National Building Code of the
Philippines (NBCP), its 2004 Revised IRR and its various Referral Codes (RCs)
and other applicable regulations / norms/ standards.
(ii) VEHICLE AND PEDESTRIAN CIRCULATION AREAS

The vehicle and pedestrian circulation areas shall be designed as per the
considerations below:
(a) There shall be segregated lanes for the movement of large vehicles
(including provincial buses and Metro Manila buses) and small vehicles
(including public utility jeepneys (PUJs), AUVs/FX/megataxis, taxi, other
PUVs and private vehicles i.e. cars, two wheelers, etc) within the Project
Land.
(b) The vehicular and pedestrian traffic movement should be segregated and
pedestrian circulation inside the Project Land shall be designed in such a
manner that it disallows pedestrians to walk on the vehicle circulation
areas.
(c) Walking time from any disembarkation point to any embarkation point
shall not be more than 15 minutes. The disembarkation points and
embarkation point shall be identified in the O&M Manual.
(iii) PASSENGER CONCOURSE

The passenger concourse of the ITS Terminal shall be an enclosed facility and
shall be as designed as per the considerations below:
(a) The passenger concourse shall be so designed that at any point of time the
area available for pedestrian circulation within the passenger concourse
of the ITS Terminal is not less than 1.0 sqm multiplied by the number of
pedestrians at that time.
(b) The passenger concourse shall be centrally air-conditioned. The air-
conditioning system shall be designed and installed based on ambient
55
condition and design parameters in terms of temperature and relative
humidity to provide most conducive condition/environment in the area.
(c) The passenger concourse and other areas of the ITS Terminal building
shall be accessible by means of escalators and/or elevators and/or
travelators;
(d) Passenger concourse shall have the facilities for persons with disabilities
such as ramps for movement to & from the raised platforms, tactile
tiles/paving, separate toilets/ wash rooms, adequate number of wheel
chairs, etc.
(e) Passenger concourse shall be provided with facilities and services such as
seating spaces in waiting areas, escalators and elevators, public
information system and display of Terminal Schedule, ticketing counters
& information kiosks, security system, separate rest rooms for male,
female & persons with disabilities (PWDs), prayer room, baby care room
& nursing (breast-feeding) stations, cloak rooms / locker facilities, retail
shops, food courts and restaurants, baggage trolleys, wheel chairs for
senior citizens and PWDs, drinking water taps, ATM, phone booths, Wi-Fi,
signage and information, traveler's workstations / working areas with
charging points, etc. Considerations for certain key components shall be
as follows:
Key component Consideration
Shops/commercial • The Concessionaire shall ensure, by either planned

establishments in allocation of space or control that any activity
passenger circulation generated by Kiosks, if any, should not hamper the
areas ITS Terminal operations or pedestrian’s movement
in the passenger concourse area.
Ticketing counters • Centralized ticket counters shall be provided for

issuing tickets to the passengers using an Online
Bus Ticketing System (OBTS).
Rest rooms / toilets / • Shall be planned as per applicable norms/

wash rooms standards and shall have adequate number of water
closets (“WC”) (basic as well as squat type) and
urinals to cater to the passenger volume at any
operational hour during the Concession Period.
Terminal Schedule/ • The ITS Terminal shall be equipped with electronic

information display / digital information display monitors and public
system and public address systems. These shall be installed at
address system appropriate locations within the ITS Terminal.
• These monitors shall display the information
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Key component Consideration
regarding the Terminal Schedule, the real time
information on the arrival of the buses on
embarkation bays, departure time of the buses from
the embarkation bays and other such important
information. There should be at least 1 such
monitor at each entry point of the ITS Terminal
building and it shall display the Terminal Schedule
for at least the next 2 hours.
• The information displayed shall be visible and
readable from a distance of 25 feet.
Information • The information kiosks/enquiry counters shall

kiosks/enquiry facilitate the passengers and shall provide
counters and information on the Terminal Schedule and the
complaint desks facilities & services available at the ITS Terminal.
Security system • Closed circuit television (CCTV) system shall be

installed along with a centralized control room to
keep track of pickpockets, thieves & general
surveillance of the ITS Terminal and the Project
Land. The CCTV system shall capture 100% of the
Project Land and ITS Terminal building. The
Grantor shall have access to the centralized control
room at all times during the Concession Period. The
Concessionaire shall provide the backup data of
CCTV footage on the request of the Grantor.
• The ITS Terminal shall be equipped with security
check systems such as baggage screening machines,
metal detectors, etc. to ensure the safety of the
passengers/general public as well as the ITS
Terminal building.
• The security system shall be in accordance with the
requirements provided in Schedule 19 (Minimum
Security Standards and Mandatory Requirements).
Fire fighting system • The ITS Terminal shall have automatic addressable
& power backup fire-detection, fire alarm and fire fighting systems.
• The number of fire hydrants shall be as per the
applicable laws/ ordinances of the region/ city with
easy access by fire tenders.
• The ITS Terminal shall also be equipped with
twenty four (24)-hour power back up in case of any
power failure.
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(iv) OTHER FACILITIES AND SERVICES
(a) Computerized ticketing & reservation

The Concessionaire shall procure and install a computerized ticketing
system in accordance with Annex 3 (MPSS for Online Bus Ticketing System)
of this Part 2 (Minimum Performance Specification and Standards) of
Schedule 5 (Engineering, Procurement and Construction of the ITS
Terminal and Access Road) and in consultation with the Grantor that may
enable issuance of and payment for provincial bus tickets both at the
ticketing counters located in the ITS Terminal and remotely, via the
internet, using an automatic system that has real-time interface, data
processing and updating with both on-site (at ITS Terminal) and virtual
(i.e. internet-based) transactions. The information in both cases of on-site
and online ticketing shall be collated at the control room of the ITS
Terminal. The Concessionaire shall ensure that the revenues from the sale
of tickets through the computerized ticketing system are routed to the
account of the respective provincial bus operator and the Concessionaire
shall not charge any fee for the issuance of bus tickets.
(b) Scheduling System

The Concessionaire shall procure and install the requisite information
technology system and software (“Scheduling System”) for the
preparation, management, monitoring and implementation of the
Terminal Schedule. The Scheduling System must –
(1) ensure the optimal utilization of the ITS Terminal’s capacity;
(2) ensure fair and impartial allocation and implementation of the
Terminal Schedule;
(3) ensure that the prepared Terminal Schedule provides at least 12
minutes to each provincial bus for loading the passengers from the
embarkation bay; and
(4) be in compliance with all Relevant Rules and Procedures and
Prudent Industry Practice.
(c) Schedule monitoring

The Concessionaire shall procure and install a monitoring system with a
designated control room to track the movement of provincial buses in and
out of the ITS Terminal at every point of time. The control room shall be
equipped with automatic and manual guidance for efficient management
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and monitoring of the Terminal Schedule. The monitoring system shall be
capable of generating logs and reports demonstrating the actual arrival
time of provincial buses at each embarkation bay and also their actual
departure time from that embarkation bay. The Concessionaire shall
provide such logs and reports to the Grantor on a weekly basis and shall
also highlight those provincial bus arrivals/departures which were non-
compliant to the Terminal Schedule.
(d) Smart card/Tag operated computerized Terminal Fee collection

system
The Concessionaire shall provide pre-paid Smart Card/Tag to all the
buses using the ITS Terminal. The Concessionaire may also provide such
pre-paid Smart Card/Tag to the other PUVs (other than buses) using the
ITS Terminal. This Smart Card/Tag shall be used to pay the Terminal Fee
for ensuring fast movement of buses at entry/exit of the ITS Terminal.
The gates of the ITS Terminal shall be synchronized with the Smart
Card/Tag so that with the touch/ identification of the Smart Card/Tag, the
barrier-gates will open automatically and the Terminal Fee shall be
deducted from the pre-paid Smart Card/Tag.
(e) Driver retiring room/dormitory and staff canteen

The Concessionaire shall provide, free of charge, retiring rooms for
drivers and a canteen for the staff working at the ITS Terminal. The
minimum area to be provided for dormitory and staff canteen shall be
250 sqm each.
(f) Service centre for minor repairs of buses and other vehicles
The Concessionaire shall provide for a service centre for minor repairs of
buses and other vehicles. However, there shall be no workshop for buses
at the Project Land. The area to be designated for service centre shall not
exceed 25 sqm.
(v) LINK WITH THE PROPOSED STATION OF THE LIGHT RAIL TRANSIT (LRT)
LINE-1 CAVITE EXTENSION PROJECT
There is a proposal for the LRT 1 Concessionaire to design and construct the Asia
World Station of the LRT Line-1 Cavite Extension Project. To facilitate the
seamless and convenient transfers of passengers and pedestrians between the
ITS Terminal and the proposed Asia World Station, the Concessionaire shall
design, construct and finance pedestrian connection/s between the ITS Terminal
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and the Asia World Station concourse. Such pedestrian connection shall be in the
form of an elevated covered walkway with a minimum width of 4.5 meter. While
carrying out the design and construction of the pedestrian connection/s, the
Grantor, the Concessionaire, and the LRT1 Concessionaire, shall establish a
forum for the exchange of information including regular review meetings to
facilitate the construction and completion of the pedestrian connection. Once
constructed, all applicable KPIs as set out in Schedule 6 (Concessionaire
Responsibilities for the Operations and Maintenance Activities) shall apply to the
pedestrian connection/s between the ITS Terminal and the proposed Asia World
Station.
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Annex 2: Reference Design Criteria
1. ARCHITECTURAL DESIGN
1.1 General
The architectural design shall be guided by several design objectives namely:
cost-effective solutions, functional and operational considerations, productive
environment for the users, safety and security and environmental sustainability.
These objectives are discussed below.
A. Cost-effective solutions
With the budget established, it is essential to continually test the viability
of its assumptions by employing cost management throughout the design
and development process. An aspect of cost management is a cost control
practice called Value Engineering (VE, otherwise referred to as Value
Management/ VM or Value Analysis/ VA), a systematic evaluation
procedure directed at analyzing the intertwined functions of materials,
systems, processes and building equipment for the purpose of achieving
the required functions at the lowest total cost of acquisition/ ownership
(capital expenditure/ CAPEX) and operation and maintenance (O&M).
B. Functional and operational considerations
Addressing these design objectives while achieving energy and other
O&M savings, and improving environmental quality is paramount in
designing the "whole" ITS Terminal building. Facility Performance
Evaluations have shown that early programming and design decisions
have a very significant impact on the functional quality and long-term
efficiency and effectiveness of buildings, initially and over their life cycle,
such as:
1. Adaptability: decisions at the inception of design stage to
incorporate elements and concepts that shall assist with future
adaptations to the ITS Terminal building can facilitate needed
change/s in the future:
a. Building for horizontal and vertical expansion
b. Determining building structural grids and floor-to-floor
heights that allow for flexibility in internal layouts
2. Functional quality: decisions to incorporate the use of
enclosures/ walls/ partitions, etc., have a significant impact on
functionality of the ITS Terminal building. Adopting an integrated
design approach and quality assurance processes that extend
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through all of the phases of design and construction, from pre-
design through end-user occupancy and O&M to disposal, with
checks at each stage of the process shall help ensure validation of
decisions to meet the Grantor's program and design requirements.
An ITS Terminal building that is more functionally successful also
creates more inspiring, safe and productive environments that
enhance work and/or usability.
C. Productive environment for end-users
The ITS Terminal building can be made more effective by encouraging
adaptability, improving comfort, supporting the sense of community and
by providing connections to the natural environment through natural
light, ventilation and view.
There are five (5) fundamental principles of productive building designs
that may apply to the ITS Terminal:
(1) Promote health and well-being. Cognizant that indoor
environment strongly affect human health. An effective
environment should be designed to support and enhance the
health and well-being of its occupants. Sustainable design
principles help achieve this objective.
(2) Provide comfortable environments. A building environment
designed and operated to provide the highest achievable levels of
visual, acoustic, and thermal comforts for its end-users and
occupants is the underpinning of plan/ design effectiveness.
(3) Design for the changing spaces. Providing spaces with the
requisite flexibility, social support, and technology to promote new
ways of usage for future activities is a cornerstone of change and
innovation.
(4) Integrating technological tools with space planning and
access. Effectively integrating technological tools and distribution
networks required in the ITS Terminal building environment/s to
enable end-users to perform activities starts first and foremost
with properly designed pathways/ access-ways and spaces.
(5) Assure reliable systems and spaces. Reliability is one of the
greatest concerns for a building as it directly affects the safety,
health, and comfort of the end-users. The ITS Terminal building
end-users must be able to rely on building systems, equipment and
tools that function consistently and that are properly maintained.
D. Safety and security
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Consistent with areas of professional responsibility (and civil liability), it
is useful to identify four (4) fundamental principles of an all-hazard-
sensitive building plan/ design for the ITS Terminal:
(1) Plan for fire protection. Planning for fire protection for the ITS
Terminal building involves a system approach that enables the
Concessionaire to analyze all of the building's components as a
total building fire safety system package.
(2) Ensure occupant safety and health. Some injuries and illnesses
are related to unsafe or unhealthy building design and operation.
These can usually be prevented by measures that take into account
issues such as indoor air quality, electrical safety, fall protection,
ergonomics and accident prevention.
(3) Resist natural hazards. A significant percentage of recovery
efforts could be saved if the building plans/ designs properly
anticipate the risks associated with major natural hazards.
(4) Provide security for building occupants and assets. Effective
and secure building plans/ designs involve implementing
countermeasures to deter, detect, delay, and respond to attacks
from mainly human aggressors. It also provides for mitigating
measures to limit hazards to prevent catastrophic damage and
provide resiliency should an attack occur.
E. Environmental design and sustainability
The main objectives of sustainable design are to avoid resource depletion
of energy, water, and raw materials, to prevent environmental
degradation caused by facilities and infrastructure throughout their life
cycle and to create built environments that are comfortable, safe
and productive.
While the definition of sustainable building design as applicable to the ITS
Terminal is constantly changing, six (6) fundamental principles remain:
(1) Optimize site/ existing structure potential. Creating sustainable
buildings starts with the proper site selection, arrangement and
foot-printing, including consideration of the reuse or rehabilitation
of existing horizontal development elements onsite and offsite. The
location, orientation, and landscaping of a building affect the local
ecosystems, transportation interfaces and energy use. Smart
growth principles in the project development process, whether it
be a single building, or a group of buildings must be incorporated
for the ITS Terminal. Physical security is a critical issue in
optimizing site design, including locations of access road rights-of-
way (RROWs), open, sheltered and covered parking, vehicle
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barriers and both area and perimeter lighting. The site design must
be fully integrated with sustainable design to achieve a successful
ITS Terminal building and grounds solution. The site/ enveloping
grounds of a sustainable building should reduce, control and/or
collect and treat storm-water runoff and provide for the proper
management of all other liquid wastes and solid wastes generated
by the building and its end-users.
(2) Optimize energy use. With the world supply of fossil fuel
dwindling, concerns for energy independence continually
increases, and with the impacts of global climate change arising, it
is essential to find ways to reduce load, increase efficiency and
utilize renewable energy resources, particularly for transportation
facilities. Improving the energy performance of the proposed
building/s, particularly in line with the 2008 Department of
Energy (DoE) Guidelines on Conserving Energy in Buildings, is
important to increasing the ITS Terminal’s energy independence,
particularly since both public and private sector organizations are
gradually considering to possibly attain a net zero artificial energy
buildings in the next few decades as a way to significantly reduce
overall dependence on fossil fuel.
(3) Protect and conserve water. In many parts of this tropical
country, fresh water is an increasingly scarce resource. A
sustainable ITS Terminal building must use water efficiently, and
reuse or recycle water for on-site use, when feasible.
(4) Use environmentally-preferable products. A sustainable
building is constructed of materials that minimize life-cycle
environmental impacts such as global warming, resource depletion
and human toxicity. Environmentally-preferable materials have a
reduced effect on human health and the environment and
contribute to improved end-user productivity, safety and health,
reduced liabilities, reduced disposal costs and the achievement of
environmental goals.
(5) Enhance indoor environmental quality (IEQ). The IEQ of a
building has a significant impact on occupant health, comfort and
productivity. Among other attributes, a sustainable building
maximizes natural lighting and natural ventilation; has
appropriate ventilation and moisture control; and avoids the use of
materials with high volatile organic compound (VOC) emissions.
Additionally, there is need to consider ventilation and filtration to
mitigate chemical, biological and possibly even radiological attack.
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(6) Optimize operational and maintenance practices. Considering
a building's operating and maintenance issues during its
schematic, conceptual and preliminary design phases shall
contribute to improved building environments, higher
productivity, reduced energy and resource costs and prevent/
minimize system failures. The ITS Terminal shall encourage
building operators and maintenance personnel to participate in
the design and development phases to ensure optimal operations
and maintenance of the building. Concessionaire can specify
materials and systems that simplify and reduce maintenance
requirements; require less water, energy, and toxic chemicals and
cleaners to maintain; and are cost-effective and reduce life-cycle
costs. Additionally, design facilities must include mensuration in
order to track the progress of sustainability initiatives, including
reductions in energy and water use and waste generation, in the
facility and on site.
1.2 Protocol (Applicable state policy and jurisprudence on the ITS Terminal’s
physical planning, design and construction)
The ITS Terminal building shall be designed in accordance with but not be
limited to the following applicable Philippine (PH) policies i.e. laws, codes, rules
and regulations, pertinent jurisprudences by the PH Supreme Court (SC) and
related executive issuances and/or private sector self-regulatory regimes:
 Presidential Decree (P.D.) No. 1096, otherwise known as the 1977
National Building Code of the Philippines (NBCP) and its 2004 Revised
Implementing Rules and Regulations (IRR), Memoranda Circulars (MCs)
and Department Orders (DOs) promulgated by the Department of Public
Works and Highways (DPWH), which presently implement and enforce
P.D. No. 1096 and its 2004 Revised IRR as well as related derivative
regulations (DRs), etc.;
 Referral Codes (RCs) of P.D. No. 1096, where applicable, such as:
a) the 2000 Architectural Code of the Philippines (ACP) issued by the
DPWH;
b) the National Structural Code of the Philippines (NSCP) in its latest
edition;
c) the latest edition of The Philippine Electrical Code (PEC);
d) the latest edition of The Mechanical Code of the Philippines (MCP);
e) the latest edition of The National Plumbing Code of the Philippines
(NPCP);
f) the latest edition of The Sanitation Code of the Philippines;
65
g) Republic Act (R.A.) No. 9514, otherwise known as the 2008 Fire
Code of the Philippines (FCP) and its 2009 IRR;
h) Batas Pambansa (B.P.) Bilang (Blg.) 344 (Accessibility Law or the
Law to Enhance the Mobility of Disabled Persons) and its 1983 IRR
and Annex/es;
i) the 2008 DoE Guidelines for Energy Conservation in Buildings;
j) the latest applicable electronics and communications standards
and regulations, etc.; and
k) the applicable professional regulatory laws (PRLs) that govern the
practice of State-regulated professions in the PH e.g. R.A. No. 9266
(The Architecture Act of 2004) in the case of architectural works
and architectural documents; R.A. No. 544, as amended by R.A. No.
1582 in the case of civil engineering i.e. structural and civil works;
etc.;
 Applicable environmental laws;
 R.A. No. 8293 (The 1977 Intellectual Property Code) and its IRR;
 R.A. No. 4566, the 1965 Contractors’ Law;
 R.A. No. 9285, the 2004 Alternative Dispute Resolution (ADR) Act and its
IRR;
 Executive Order (E.O.) No. 1008 (the law) on Construction Industry
Arbitration; and
 SC decisions pertaining to design, construction and development activities
as jurisprudence.
Relevant International Codes and Standards:
 International building code/s;
 Uniform Building Code (UBC);
 System International (SI);
 National Fire Protection Association (NFPA); and
 ASTM, ANSI, UL/Factory Manual ratings and other testing standards and
procedures.
1.2.1 Applicable primary development controls (as mandated by local and

national law)
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The primary development controls that specifically apply to the physical
planning and design of the ITS Terminal building shall encompass but not be
limited to the following:
(1) the official zoning classification of the Project Land under the existing
Zoning Ordinance (ZO), supported by the Official Zoning Map (OZM)
passed by the City Council (Sangguniang Panlungsod) of Parañaque City,
duly approved by the Metropolitan Manila Development Authority
(MMDA) and the Housing and Land Use Regulatory Board (HLURB); the
ZO and the OZM are based on the Parañaque City Council - approved
Comprehensive Land and Water Use Plan (CLWUP) and Land Use Plan
(based on the Existing Land Use Map);
(2) Rule VII (Classification and general requirements of all buildings by use or
occupancy) and the guidelines on building bulk, development controls,
buildings and other accessory structures of the 2004 Revised IRR of P.D.
No. 1096, the 1977 NBCP, specifically the following rules:
a) Section 701. (Occupancy classified) including table VII.1. (Schedule
of principal, accessory and conditional use/ occupancy of building/
structure);
b) Section 703. (Mixed occupancy);
c) Section 704. (Location on property);
d) Section 705. (Allowable floor Areas) including table VII.1.
(allowable maximum total gross floor area (TGFA) based on the
allowed percentage of site occupancy (PSO) of the total lot area
(TLA));
e) Section 707. (Maximum height of buildings) including table VII.2.
(Building height limit (BHL) by type of use or occupancy);
f) Section 707.4. (Parking slot, parking area and loading/ unloading
space requirements) including Table VII.4. (Minimum required off-
street (Off-RROW) cum on-site parking slot, parking area and
loading/ unloading space requirements by allowed use or
occupancy);
g) Table VII.G.1. (Reference table of floor to lot area ratio (FLAR)
designations/ rights);
h) Table VII.G.2. (Conversion table of gross floor area (GFA) to total
gross floor area (TGFA)); and
i) Table VII.G.3. (Reference table of angles/ slopes to satisfy natural
light and ventilation requirements along RROWs and front yards).
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(3) Rule VIII (Light and Ventilation) and the guidelines on easements, view
corridors/ sight lines, streets/ road right-of-way (RROW), sidewalks,
arcades, basements, lots, and public buildings/ structures of the 2004
Revised IRR of P.D. No. 1096, the 1977 NBCP, specifically the following
rules:
a) Section 801. (General requirements of light and ventilation);
b) Section 802. (Measurement of site occupancy);
c) Section 803. (Percentage of site occupancy) including table VIII.1.
(Reference table of maximum allowable PSO, maximum allowable
ISA, the maximum allowable construction area (MACA), the
minimum unpaved surface area and the TOSL by type of land use
zoning per Lot) and table VIII.3. (Setbacks for commercial
buildings);
d) Section 805. (Ceiling heights);
e) Section 806. (Sizes and dimensions of rooms);
f) Section 807. (Air space requirements in determining the size of
rooms);
g) Section 808. (Window openings);
h) Section 811. (Artificial ventilation) including table VIII.4. (Minimum
requirements for air changes);
i) Guidelines on easements including table VIII.G.1. (Easement along
water bodies/ way by location);
j) Guidelines on view corridors and/or sight lines;
k) Guidelines on streets/ road right-of-way (RROW);
l) Guidelines on sidewalks;
m) Guidelines on total open space requirements on lots by use/
occupancy, type/ location and suggested minimum lot sizes, lot
dimensions & types by use/ occupancy including table VIII.G.6.
(Minimum TOSL requirements by lot type/ location);
n) Guidelines on basements; and
o) Guidelines on the design of public buildings/ structures.
(4) Rule XII (General Design and Construction Requirements) of the 2004
Revised IRR of P.D. No. 1096, the 1977 NBCP, specifically the following
rules:
a) Section 1202. (Excavation, foundation, and retaining walls);
b) Section 1204. (Enclosure of vertical openings);
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c) Section 1205. (Floor construction);
d) Section 1206. (Roof construction and covering);
e) Section 1207. (Stairs, exits, and occupant loads) including table
XII.1. (General requirements for occupant loads and exits);
f) Section 1208. (Skylights); and
g) Section 1212. (Fire-Extinguishing Systems) ranged against the
provisions under R.A. No. 9514, the 2008 Fire Code of the
Philippines (FCP), where the most stringent rule must prevail.
1.3 Materials Selection
The selection of the materials in accordance with the site planning/ building
design criteria must consider the impact on user comfort and the aesthetic
qualities of the specified material. Safety, durability and economical use of
materials are to be given special attention including ease of maintenance.
Combustible materials with toxic characteristics are to be avoided in the ITS
Terminal to reduce hazards from fire and smoke. Materials are required to
comply with applicable codes. Non-slip materials shall be used for all high and
medium traffic ambulatory surfaces. Special attention must be given to entrance
steps, stairways, platform edges, service balconies and other areas exposed to
weather and water.
Materials to be provided must consider long economical service with wear,
strength and weathering qualities that resist the effect of abrasion, impact,
temperature changes and sunlight. Ultraviolet protection for materials exposed
to weather changes must be provided.
Maintenance of the ITS Terminal building requires major consideration.
Materials specified shall be stain-resistant and able to hide minor soiling.
Materials shall be easily cleaned in the least effort with standard cleaning
equipment and cleaning agents. Facility of repair and replacement shall be
considered in the selection of the materials.
1.4 Architectural requirements/ finishing and furniture/ fixtures/ equipment
provisions
A. Architectural program, space planning and management
The Concessionaire must formulate its own Architectural Program and its
own Space Plan and Space Management Program that shall be
substantially based on Annex 1 (Parameters and consideration for design of
the ITS Terminal) and Annex 2 (Reference Design Criteria) of this Part 2
(Minimum Performance Specification and Standards) of Schedule 5
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Road), to accommodate the distinctive O&M and building administration
requirements and needs of the ITS Terminal.
B. Tropical architectural design and architectural design sensitivities
Design and materials for the ITS Terminal building, being located in a
tropical country, has to conform to its natural environment to maximize
its function while minimizing risks in the environment. The ITS Terminal
building will be substantially exposed to the sun’s heat, which is generally
most intense at the East during mornings, at the South during mid-day
and at the West during afternoons (for at least about 8 months of the
year).
Natural light and ventilation shall be utilized but only as much as is
practicable i.e. without compromising considerations of fire integrity, and
within the limits prescribed under P.D. No. 1096, the 1977 NBCP.
One of the design features that can address the ITS Terminal’s dense and
hot-humid climate is through the minimization/ optimization of the
operations of heating, ventilation and air-conditioning equipment, which
emit potentially hazardous gases that potentially contribute to climate
change. This must be addressed in the plan/ design by possibly applying
the double-wall method (as applicable) to the building’s perimeter walls;
provisions for finished and acoustic ceiling on each floor; provisions of
double-glazed windows (as applicable) to prevent direct heat from
entering the building’s enclosed interiors while still allowing natural
lighting into its indoor perimeter areas; and, designing high ceilings that
span key interior spaces of the ITS Terminal building.
C. Noise reduction
The objectives pertinent to noise reduction are enumerated below:
 to identify all noise control concerns;
 to use the appropriate noise data in the plan/ design processes;
 to address priorities as regards noise control;
 to establish noise criteria for areas of concern;
 to inform the IC of noise control recommendations;
 to identify additional information/ details required to complete
noise control analysis; and
 to employ specialty contractors where required.
Due to its proximity to the Ninoy Aquino International Airport (NAIA)
Complex, the impact of the aircraft noise on the ITS Terminal building is a
major consideration. A noise survey may therefore need to be conducted
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by the Concessionaire, and for the roofing, walls and windows an
estimated reduction of approximately 25dB to 30dB shall be targeted.
D. Fire Integrity
The horizontal and vertical spread of fire should be contained as early and
as much as possible. The Concessionaire must take extra care in ensuring
that fire first occurring in the lower floors/ levels is effectively prevented
or severely retarded form reaching the upper floors to allow for an
orderly evacuation of the upper floors/ levels. This consideration must be
well-balanced with considerations of the introduction of natural light and
ventilation into the building interior.
2. CIVIL WORKS DESIGN

2.1 Road and Access Road Design
A. Design of vertical and horizontal alignments
The Concessionaire Designer/s shall carry out the design of vertical and
horizontal alignments of the ITS Terminal, including the geometric design
of the road network and Access Road. Applicable DPWH and AASHTO
standard specifications and requirements (or better/ higher and stricter/
more stringent standards), including but not limited to the following, shall
be applied during the design:
(i) DPWH Standard Specifications for Public Works and Highways, 2004
Edition, Volume II – Highways, Bridges and Airports or ‘Blue Book’;
(ii) DPWH, Highway Safety Design Standards 2012;
(iii) A Policy on Geometric Design of Highways and Streets, 2004,
American Association of State Highways and Transportation Official
(AASHTO);
(iv) AASHTO Roadside Design Guide, 4th Edition;
(v) AASHTO HS20-44 (corresponding to full-size trailer loading) for
structure loading.
All geometric designs shall be carried out using the AutoCAD civil 3D
software.
The vertical alignment shall be reviewed and adjusted as required with
the objectives of:
1. optimizing the volumes of cut and fill materials, especially if
composed of rock;
2. optimizing the average haul distances for cut to fill; and
3. minimizing soft ground treatment in so far as this is consistent
with keeping the carriageways above flood levels.
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B. Road/Access Road pavement design
The design of the pavement shall include the wearing surface, base, sub-
base and sub-grade. The total thickness shall be evaluated to arrive at the
proper pavement thickness of each pavement layer as required by design
axle load. The road pavement design must factor in water seepage from
below grade.
C. Selection of type of pavement
One of the major factors to be considered in the selection of the type of
pavement is the maintenance requirement. The use of a rigid pavement is
preferred since it has more resistance to deterioration over the flexible
pavement, and therefore requires much less maintenance cost,
particularly during rainy season when the pavement shall be practically
saturated in water.
2.2 Pavement design

The method for the determination of the thickness of the different components of
the pavement structure shall be based on “AASHTO Guide for the Design of
Pavement Structure, 1993 or later edition.” The following conditions shall be
considered for the design of the pavement:
A. Design life
A fifty (50) - year design life shall be used.
B. Vehicle factor
The pavement structure shall be uniform over the road length with the
same bearing characteristics. This shall be attained by the adoption of a
representative bearing capacity value for sub-grade in that road length.
3. STRUCTURAL DESIGN
3.1 Design codes, standards and references
The structural analysis and design shall abide by but not be limited to the
provisions of the following codes, specifications, manuals, guidelines and other
references:
1. National Structural Code of the Philippines (NSCP latest edition, covering
Buildings, Towers and Other Vertical Structures);
2. Building Code Requirements for Structural Concrete (ACI 318-08);
3. Code Requirements for Environmental Engineering Concrete Structures
and Commentary (ACI 350-06);
72
4. Seismic Design of Containment Structures (ACI 350.5-06);
5. Uniform Building Code (UBC);
6. Association of Structural Engineers of the Philippines (ASEP) Steel
Handbook;
7. Minimum Design Loads for Buildings and Other Structures (ASCE/ Sr EI
7-10);
8. Concrete Floor Slab on Grade Subjected to Heavy Load, TM5-809-12/AFM
88-3 Chapter 15, Department of the Arm and the Air Force, USA;
9. PCI Design Handbook (Third Edition); and
10. Geotechnical Report.
4. ELECTRICAL DESIGN
4.1 Design Codes, Standards and References
The design and engineering of the electrical installation must satisfy the latest
provisions of the Philippine Electrical Code (PEC 1 Volume 1&2), and the
regulations of the National and Local Authorities concerned in the
implementation and enforcement of the electrical laws and ordinances. All
electrical work, equipment and materials shall conform to the requirements of
the following code and standards:
(1) Philippine Electrical Code 2009 (PEC);
(2) Philippine National Standards for Electrical Products (PNS);
(3) American National Standards Institute (ANSI);
(4) Institute of Electrical & Electronics Engineers (IEEE);
(5) International Electro-technical Commission (IEC);
(6) National Electrical Code (NEC);
(7) National Electrical Manufacturers Association (NEMA);
(8) American Society for Testing & Materials (ASTM);
(9) Underwriter’s Laboratories (UL); and
(10) National Fire Protection Association (NFPA).
4.2 Sustainability of the Electrical Solutions
1. Concessionaire must consider energy efficiency in lighting design by using
energy-efficient light sources, luminaries, and other lighting equipment,
such as:
- Daylight Sensors – dimming and switching artificial sensors
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- Photocells for control of outdoor lighting
- Use of T-5 light fixtures and compact fluorescent lamps (CFLs)
- Dimmable ballasts
2. Transformers will be specified to have not lower than 98% efficiency.
3. Power Factor of the loads is equal or more than 85%.
4. The substation transformers will have Factory Manual and UL Listed less
flammable, biodegradable, environment-friendly dielectric insulating
liquid.
5. MECHANICAL DESIGN
A. The heating, ventilation and air-conditioning (HVAC) system shall be
provided in accordance with applicable codes and standards including but
not limited to:
(1) National Building Code of the Philippines (NBCP);
(2) Mechanical Code of the Philippines;
(3) Philippine Electrical Code (PEC);
(4) Plumbing Code of the Philippines;
(5) Fire Code of the Philippines (FCP);
(6) Sheet Metal and Air Conditioning Contractor’s National
Association, Inc.;
(7) Air Conditioning and Refrigeration Institute (ARI);
(8) American Society of Mechanical Engineer (ASME);
(9) National Fire Protection Associations (NFPA);
(10) American Society of Testing Materials (ASTM);
(11) American National Standard Institute (ANSI);
(12) National Electrical Manufacturers Association (NEMA);
(13) Air Moving and Conditioning Association (AMCA);
(14) American Society of Heating, Refrigerating, and Air Conditioning
Engineers (ASHRAE);
(15) Underwriters Laboratory (UL); and
(16) 2010 PSVARE standard on energy-efficient buildings.
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B. Mechanical systems shall be installed to maximize a building’s usable
space while maintaining optimum service clearances for maintenance and
repair. Concessionaire to accommodate current and future requirements.
C. All equipment and materials shall be installed in a neat and orderly
fashion. In finished areas, mechanical systems will be concealed.
6. FIRE PROTECTION SYSTEM DESIGN

The design shall be in accordance with the applicable codes and standards
including but not limited to:
(1) R.A. No. 9514, the 2008 Fire Code of the Philippines (FCP);
(2) NFPA 10- Portable Fire Extinguishers;
(3) NFPA 13- Installation of Sprinkler System;
(4) NFPA 14 - Standard for the Installation of Standpipe and Hose System;
(5) NFPA 20 - Centrifugal Fire Pumps;
(6) NFPA 101 - Life Safety Code; and
(7) P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP).
7. TELEPHONE AND AUXILIARY SYSTEM DESIGN

The design shall be in accordance with the applicable codes and standards
 Philippine Electrical Code (PEC), Parts I & II;
 Underwriter’s Laboratory (UL);
 National Electrical Manufacturer’s Association (NEMA);
 National Fire Protection Association (NFPA);
 Building Industry Consulting Services Manual (BICS);
 American National Standards Institute (ANSI);
 Institute of Electrical and Electronic Engineers (IEEE);
 American Standards for Testing Materials (ASTM);
 Philippine Standards (PS);
 P.D. No. 1096, the 1977 National Building Code of the Philippines (NBCP)
and its 2004 Revised IRR and other applicable building codes; and
 PLDT and Local Services Provider Guide.
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8. PLUMBING AND SANITARY DESIGN
All design works related to sanitary engineering and plumbing shall be in
accordance with the applicable codes and standards including but not limited to:
 National Plumbing Code of the Philippines (NPCP);
 P.D. No. 856, the Code of Sanitation of the Philippines;
 Environmental Management Bureau (EMB), DENR; and
 Philippine Society of Sanitary Engineer (PSSE) Code.
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Annex 3 MPSS for Online Bus Ticketing System
(A) Introduction
A.1 Purpose
The purpose of this Annex 3 is to describe the functional/non-functional
requirement of Online Bus Ticketing System (OBTS) for the ITS Terminal.
This Annex 3 explains the functional features of the system and use cases for
implementation of OBTS.
This Annex 3 is intended to be used as a guideline to designers, developers and
testers that are responsible for developing and managing the OBTS system.
It should be noted that the requirements detailed in this Annex 3 corresponding to
the required OBTS are for indicative purpose only and may not necessarily detail
every aspect of the desired solution.
The Concessionaire is expected to understand the high level requirements and
propose a comprehensive solution to cater to the precise requirements in-line to
the industry standards. Information herein should therefore be treated as just a
high level representation of the required solution.
A.2 Scope
The scope of this Annex 3 is to describe the required features of the OBTS. It
introduces the reader to the system by providing its general description and a few
user interface sketches. A diagram is also provided to present a visual
representation of the role for different type of users.
The Annex 3 further details the functional and non-functional requirements of the
system. It goes on to describe the possible use cases for each type of user-
passengers, employees/staff of the bus operators and provincial bus management.
The Annex 3 delves into the details of each use case by explaining its flow of
events, its expected outcome, and its pre and post conditions. The use cases are
fairly comprehensive, as they provide step by step flows for user behaviour and
explain how each possible scenario can be handled.
(B) Specific Rfequirements

B.1 General Description
OBTS is a provincial bus reservation and management system that allows
customers to search for and reserve bus tickets, among the various provincial bus
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operators using the ITS Terminal, through an intuitive web interface and for
provincial bus operator staff & management an easy to use online bus reservation
tool.
The system will allow passengers to search for buses, reserve seats, buy tickets by
mode of online payment and print tickets. It will also allow passengers to modify
reservations. The bus operator’s staff and the Grantor will be able to view the
manifest of each bus along with each passenger’s seating location and bus
preferences.
The management will also have access to real time statistical information such as
the seat availability information and destination specific information. Overall,
OBTS aims to be a one stop shop for all bus reservation and management issues.
B.2 Types of Users and their Roles
Ticket Booking
Agent at the ITS
Terminal Counters
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B.3 Payment Process
Following flowchart exemplify the payment process while booking & cancellation
of tickets by customer via web portal/ticket counter;
Customer
Web Portal Ticket Counter
Booking Cancellation
(as per rules) (as per rules)
Payment to Refund from

concessioner’ concessioner’
Escrow A/c Escrow A/c
Payment settlement
to Operator’s a/c
Online Process
Offline Process
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B.3.1 Ticket Booking
 Ticket booking can be made by the customer/passenger either through
the booking-counter or directly through the ticket booking web-portal.
 The payment & ticket issuance process would be as follows:
 Through Booking Counter
o Through Cash, Credit-Card or Debit-Card
o The payment will be collected off-line and a corresponding
entry will be made by the booking clerk into the system
o Once confirmed, a bar-coded hard copy of the ticket will be
handed over to the customer and corresponding confirmations
will also be sent through sms and email.
 Through Web-Portal
o Through Credit-Card, Debit-Card or Internet Banking
o The payment will be verified real-time by the system and
corresponding entries will be automatically made into the
system
o Once confirmed, a bar-coded PDF ticket will be sent to
customer through email and a confirmation will also be sent
through sms. The customer would also have an option to
directly print the ticket from the portal’s confirmation screen.
 For a particular provincial bus, ticket booking through Web-Portal shall
be closed 1 hour before the scheduled departure of that bus. However,
for a particular provincial bus, ticket booking through Booking Counter
shall be closed only at the time of scheduled departure of that bus.
B.3.2 Ticket Cancellation

 Ticket cancellation (full or partial) can be requested by the
customer/passenger through the mode he used for booking (Counter or
Web-Portal).
 The customer or the booking agent will provide information to the system
like ticket number, source, destination, date, details of passengers to be
cancelled and proceed for cancellation and refund.
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 In case of a registered user of web-portal, the user would be able to
select the cancellation requirements from the list of his active
bookings.
 The cancellation will be made and the refund would be processed as
follows:
 Cancellation request confirmation will be sent to the
customer/passenger on the same mobile number and email id that
were shared by him at the time of booking.
 The refund against cancellations shall be made through the same
mode which was originally used by the customer/passenger at the
time of booking.
 Refund amount against Cancellations would be subject to
cancellation rules of individual bus operators which would usually
be dependent upon the number of days/hours due for the travel
date as per the booking.
B.3.3 Payment Collection & Settlement

 All payments collected will be maintained by the Concessionaire in his
Escrow Account.
 All normal refunds would be managed by the Concessionaire from his
Escrow A/C (complying to the cancellation/refund rules of individual
operator)
 The Concessionaire will transfer the funds to the bus operator’s account
after adjusting all cancellation/refunds in minimum 7 and maximum 14
working days from the date of departure or cancellation as applicable.
B.4 Functional Requirements

Following tables illustrates the functional requirements of OBTS:
ID Software Requirement Description
Customer Requirements
F.000 The customer shall be able to search for a bus or a set of buses by inputting
required information such as from and to locations and date of travel, and
optional information such as number of stops.
F.001 The customer shall be able to make bus reservations of one or more buses,
by logging in as a user/guest user, using credit/debit cards and net banking.
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F.002 The customer shall be able to logon as user/guest user to modify or cancel
their reservations for upcoming buses. The customer shall also be able to
update their in-bus preferences such as seat location
F.003 The customer shall be able to logon to view and print the tickets associated
with bookings.
Ticket Booking Agent at the ITS Terminal Counters
F.100 The Ticket Booking Agent at the ITS Terminal Counters shall be able to
search for a bus or a set of buses by inputting required information such as
from and to locations and date of travel, and optional information such as
number of stops.
F.101 The agent shall make bulk reservations or cancel/modify them
F.102 The agent shall collect payment from the customers
F.103 The agent shall view and print the tickets of the customers
Manager
F.200 The Manager shall manage the fleet of buses; like approving/rejecting the
request from Bus operators for add/removal of buses, scheduling, etc
F.201 The Manager shall manage the functioning of various Bus operators
F.202 The Manager shall be able to view real time statistics for each bus
Provincial Bus Operator Staff
F.300 Bus Operator Staff shall check the periodic status of bookings
F.301 Bus Operator Staff shall check payments made against each booking
Finance Manager
F.400 Finance Manager shall manage booking payment
F.401 Finance Manager shall manage refund of money against cancellations done
by customers
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F.402 Finance Manager shall manage payments to be made to Bus Operators
Admin
F.500 Admin shall perform Master Data Management
F.501 Admin shall manage bus routes within the database
F.502 Admin shall manage various users of the OBTS solution and assign them
rights
B.5 Non-Functional Requirements

Following tables illustrates the functional requirements of OBTS:
Security requirements
SEC.000 The system shall store all user data in secure data centers and no
unauthorized access shall be granted to anyone outside or within the
company.
 User data shall be stored in external databases which shall only be
accessible to authorized team members.
 Only data that is absolutely essential shall be requested of the user.
 User data shall not be sold to external parties and shall not be used to
display targeted advertisements.
SEC.001 The Concessionaire should ascertain sufficient security measures within

the system to ascertain zero fradulent transactions. Sufficient internal
checks and balances should be incorporated within the entire process to
ensure only the genuine passengers are allowed to travel. It should be
further noted that any fradulent transaction, defaults or conflicts would be
the liability of the Concessionaire.
Performance requirements
SEC.001 Users shall be notified in advance if an action is known to have large

processing times.
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Interface requirements
INT.000 The product shall be web based and platform independent.

 The product shall be accessed via a prominent web browser such as
Google Chrome, Internet Explorer, Mozilla Firefox etc on any platform.
This includes but is not limited to Windows, OSX and Linux.
Operational requirements
OPR.000 All significant transactions initiated by the user shall be logged.

 Each log shall include user id, timestamp and a verbal explanation of
the action. Logs may also include prior values and new values of
objects.
 Read and write access to production logs shall only be given to
authorized users.
 Logs shall be verbose enough to support investigation of bugs.
 Logs shall be written for any action that involves an update to the
database.
 These actions include but are not limited to bus reservations,
payments, modifications to reservations etc.
OPR.001  Maintenance shall only be done between 1:00 am and 6:00 am

Philipines Standard Time, and visitors to the website shall be notified
of this maintenance at least 24 hours in advance.
 The integrity of each transaction shall be protected with mechanisms
such as fallback and retry etc.
Help Desk Services

The help desk service shall serve as a single point of contact for all service
requests. The service shall provide a Single Point of Contact (SPOC) and also
resolution of all the incidents* with root cause analysis that may arise during the
Operations phase. The Scope would include:
a) 24x7 Help Desk facility for reporting issues / problems with the OBTS.
84
b) To provide a service desk facility and the set up all necessary channels for
reporting issues to help desk.
c) The incident reporting channels must include E-Mail, Telephone and Web
based issue reporting system
*Note: Incident means any event/ anomalies in the functioning of the OBTS specified
services that may lead to disruption in normal operation of the above said services.
Other Important Considerations

Following shall be considered by Concessionaire in the OBTS:
a) Customers must have the facility to provide feedback on their travel, bus,
transporter once the journey is completed
b) Customers must have the facility to provide rating (1 to 5 stars) for the travel,
bus, transporter once the journey is completed
c) Users must have the facility to provide feedback related to the portal, its
services, transporter etc. whether or not any journey has been made
d) All tickets booked through an email id as guest must be transferred to the
user’s account if ever he registers on the website
e) For security requirements the registered user must validate their Mobile
Number and Email ID at the time of registration
f) Booking history should be accessible to the registered users for a period of 1
year
g) Both registered and guest users must have the facility to resend the e-ticket
over email & sms until 2 hrs from the time of departure.
h) The Concessionaire is advised to notify the user using a small window visible
on the OBTS web portal displaying the time remaining to complete the
transaction after the seat selection is done.
(C) Use Cases

C.1 Customer Use Cases
C.1.1 Use Case 1 – Search Bus
 Description
This use case describes how a customer can search for buses over the
Internet.
 Pre-Conditions
Customer has created a valid account/login as guest user.
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Customer has logged into the system.
 Post-Conditions
Successful Post-Condition:
o Customer has found the most suitable buses for his/her trip.
Failed Post-Condition:
o Customer has failed to find a suitable bus because the location is
out of scope.
 Flow of Events
i. Customer selects a starting location.
ii. Customer selects a destination.
iii. Customer selects whether he/she wants a round-trip bus or one-
way trip.
iv. Customer selects date and time.
v. Customer selects number of passengers.
vi. The system shows a list of bus choices.
vii. Customer can sort the buses by departure time, arrival time,
number of stops, duration, and price.
viii. Customer selects the bus he/she is interested in.
ix. The system shows more detail about that bus; like AC/Non-AC, No.
of available seats, Sleeper/Semi-Sleeper/Sitting etc
x. End use-case.
 Special Requirements
Customer can stop the search and go back to the previous step at any
time.
 Extension Points
None
C.1.2 Use Case 2 – Book Ticket

 Description
This use case describes how a customer can do bus reservation over the
Internet.
 Pre-Conditions
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Customer has found the buses he/she wishes to reserve.
 Post-Conditions
o Customer has selected the bus
o Customer has selected a seat on the bus.
o Customer has paid for the booking (using credit/debit cards, net
banking).
o Customer has failed to book a ticket because all tickets are sold
out.
 Flow of Events
i. Customer chooses a bus and proceeds to booking.
ii. The system verifies whether seat is available.
iii. Customer selects a seat.
iv. Customer finalizes the booking.
v. The system reserves a seat on the bus.
vi. The system displays an invoice to the customer and redirects the
customer to billing module.
vii. The system displays payment information and payment method.
viii. Customer selects payment method as credit/debit cards, net
banking and enters the details.
ix. Customer completes the payment transaction.
x. The system updates the reservation as paid, books the seats, and
makes the ticket available to the customer. The system updates the
manifest of the bus.
xi. End use-case.
Customer can stop the reservation process at any time before it is
confirmed.
None
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C1.3. Use Case 3 – View Booking/Cancellation History
 Description
This use case describes how customers can view booking/cancellation
history.
 Pre-Conditions
Customer has created a valid account/login as guest user..
Customer has made reservations/cancellations in the past.
 Post-Conditions
Customer has viewed his/her past booking/cancellation history.
 Flow of Events
i. Customer selects view past transactions.
ii. The system displays a list of transactions and allows customer to
view details when one transaction is selected.
Customer can stop the search and go back to the previous step any time
None
C.1.4 Use Case 4 – Modify/Cancel Reservation

 Description
This use case describes how a customer can modify and/or cancel
his/her booking over the Internet.
 Pre-Conditions
Customer has made a bus reservation.
 Post-Conditions
o Customer has modified his/her booking.
o Customer has cancelled his/her booking.
o The system has updated the information correctly.
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o Customer has failed to modify his/her booking because the time
limit duration has already passed.
 Flow of Events
i. Customer selects a reservation he/she has made.
ii. Customer makes changes to the reservation like change of seats
etc.
iii. Customer confirms and saves the modification.
iv. The system updates the information.
v. End use-case.
 Alternative:
i. Customer cancels the reservation.
ii. Customer confirms the cancellation.
iii. The system updates the information.
iv. The system updates the manifest and issues a refund.
v. End use-case.
Customer can not change the bus operator while modifying an existing
reservation.
Customer can stop the modification / cancellation at any step before
confirmation
None
C.1.5 Use Case 5 – View and Print Tickets

 Description
This use case describes how a customer can view and/or print his/her
booked bus tickets.
 Pre-Conditions
Customer has paid for his/her bus reservation.
89
 Post-Conditions
Customer has confirmed the purchase.
Customer has viewed his/her booked ticket.
Customer has printed his/her ticket.
 Flow of Events
i. Customer selects a ticket he/she has purchased.
ii. Customer prints the selected ticket.
iii. The system records the transaction.
iv. End use-case.
Customer can stop the view/print of tickets at any step
None.
C.2 Bus staff and management use cases

C.2.1 Use Case 1 – View Bus Manifest (Bus Operator Staff)
 Description
This use case describes how bus operator staff can view a bus manifest.
 Pre-Conditions
User has logged in using an account with staff -level privileges.
 Post-Conditions
Bus manifest is shown for selected bus.
 Flow of Events
i. User selects view bus manifest option from menu.
ii. User is presented with a list of bus manifest available to user.
iii. User clicks on one of the bus listed.
iv. The system presents manifest of the selected bus.
v. End use case.
 Alternative flow A
i. User clicks on individual seat with special request.
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ii. The system pops out a window containing the individual
information.
iii. End use case.
User can go back to previous steps at any time.
None.
C.2.2 Use Case 2 – View Bus Manifest (Managers)

 Description
This use case describes how managers can view a bus manifest.
 Pre-Conditions
User has logged in using an account with manager-level privileges.
 Post-Conditions
o Bus manifest is shown for selected bus.
o Error message is shown to the user.
 Flow of Events
i. User selects view bus manifest option from menu.
ii. The system displays a search criteria to find the desired bus
manifest. Criteria includes bus code, date (range), bus
origin/destination.
iii. User enters the search criteria.
iv. System displays list of matching bus based on search criteria.
v. User selects one of the bus listed.
vi. The system presents manifest of the selected bus.
vii. End use case.
 Alternative flow
i. System cannot find matching buses based on search criteria. User
is prompted to enter different search criteria.
ii. End use case with failure condition.
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User can modify selection and/or go back to previous steps at any time.
None.
C.2.3 Use Case 3 – View Bus Statistics

 Description
This use case describes how Concessionaire managers/DoTC users with
assigneed rights can view bus statistics.
 Pre-Conditions
User has logged in using an account with manager/DoTC user-level
privileges.
 Post-Conditions
Successful Post-Conditions:
o User is presented with bus statistics.
o An error message is shown to the user.
 Flow of Events
i. User selects to view bus statistics option from the menu.
ii. User selects types of statistics to be shown. Types: Historical
analysis and real-time view of bus.
iii. System processes user selection from database.
iv. Statistics of the selected type is shown to the user.
v. End use case.
 Alternative flow
i. There is no response from database within 1 minute. System will
re-try up to 3 times.
ii. If there is still no response, display message “Data unavailable at
this time – please retry later”.
iii. End use case.
User can modify selection and/or go back to previous steps at any time.
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None.
C.2.4 Use Case 4 – Book/Cancel/Modify Reservation on Behalf of Customer

 Description
This use case describes how ticket booking agent at counter can
book/cancel/modify reservations on behalf of customers.
 Pre-Conditions
User has logged in using an account booking agent-level privileges.
User has been provided with necessary details for
booking/cancelling/modifying buses.
 Post-Conditions
Successful Post-Conditions:
o Bus successfully booked
o Bus booking was successfully modified/cancelled.
o System updates related information properly.
o Customer has failed to book a ticket because all tickets are sold out
o Customer has failed to modify his/her booking because the time
limit duration has already passed.
 Flow of Events
A. Booking of Ticket:
i. User chooses a bus and proceeds to booking.
ii. The system verifies whether seat is available.
iii. User selects a seat.
iv. User finalizes the booking.
v. The system reserves a seat on the bus.
vi. The system displays an invoice to the user and redirects the User
to billing module.
vii. The system displays payment information and payment method.
viii. User takes cash/credit/debit card from the customer and book
ticket
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ix. The system updates the reservation as paid, book the seats, and
make the ticket available to the customer. The system updates the
manifest of the bus.
B. Modify/Cancel:
i. User selects customer service option from menu.
ii. User enters customer name and/or booking confirmation number.
iii. System displays reservation details associated with customer
name or confirmation number.
iv. User modifies/cancel the reservation details.
v. User confirms and saves the modification/cancellation.
vi. The system updates information in database.
vii. End use case.
 Alternative flow B
i. System cannot find matching reservation associated with customer
name or confirmation number.
ii. Use case resumes at step B( ii).
User can stop the reservation process at any time before it is confirmed.
User can stop the modification / cancellation at any step before
confirmation
None
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Part 3: Commissioning and Acceptance
1. INTRODUCTION
The Concessionaire is solely responsible for ensuring that the commissioning
and acceptance of the ITS Terminal and Access Road is planned and executed in
accordance with this Part 3 (Commissioning and Acceptance) of Schedule 5
(Engineering, Procurement and Construction of the ITS Terminal and Access Road).
The Tested Works shall comprise the Works at the ITS Terminal and Access
Road. The Concessionaire and the Grantor shall comply with their respective
obligations at Section 12 (Commissioning and Acceptance) of this Concession
Agreement in relation to testing, rectification of defects in and acceptance of the
Tested Works.
2. COMMISSIONING AND ACCEPTANCE PLAN

The Concessionaire shall develop and submit a detailed plan of all
commissioning and acceptance activities no later than three (3) months from the
Construction Start Date to the Grantor and the Independent Consultant (the
"Commissioning and Acceptance Plan"). It shall include details of all
commissioning and acceptance processes, outputs and contractual requirements
by all suppliers and Subcontractors of the Concessionaire. It shall provide clear
milestones by which the progress of the ITS Terminal and Access Road
construction; the Tested Works; and operation of the ITS Terminal can be
measured.
The Concessionaire shall incorporate any reasonable additions or changes
required by the Independent Consultant to the Commissioning and Acceptance
Plan. Any subsequent changes proposed to the Commissioning and Acceptance
Plan for whatever reason shall be submitted to the Independent Consultant. The
Concessionaire shall give full reasons for such changes and demonstrate that the
changes shall have no detrimental effect on the overall demonstration of the
suitability and compliance of any system or equipment on the ITS Terminal and
the Tested Works to provide for seamless operation of the ITS Terminal.
The Concessionaire shall report on the progress of the Commissioning and
Acceptance Tests and activities as required by:
o the Commissioning and Acceptance Plan itself;
o the specific requirements of Section 12 (Commissioning and
Acceptance) of the Concession Agreement; and
o general reporting obligations of Section 21 (Records, Reporting and
Audit) of this Concession Agreement.
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This shall include for the recovery from any Delays to the Works Timetable
arising from either late completion of previous activities or failure of any system
or equipment to perform to the required standards during any part of the
Commissioning and Acceptance Tests and activities.
The Concessionaire shall have sole responsibility to ensure that any certificates
of testing, performance or compliance required by:
o the Commissioning and Acceptance Plan;
o by the Grantor; or
o by any empowered external body, statutory or with legitimate
interest;
are acquired and handed over by the dates or within the agreed timescales to:
o achieve the Completion Date on or before the Required Completion
Date;
o achieve the Milestones on or before the contractual dates therefor;
and/or
o such other date as the Grantor or the Independent Consultant may
reasonably specify and notify to the Concessionaire in accordance
with this Concession Agreement
This shall include for any re-testing or witnessing required by the Independent
Consultant.
3. COMMISSIONING AND ACCEPTANCE PROCEDURES

The scope of the Commissioning and Acceptance Plan must include as a
minimum:
o the scope and objectives of the tests agreed between the
Independent Consultant, the Grantor and the Concessionaire
within the parameters of this Concession Agreement and other
relevant agreements, as required to be undertaken to prove the
technical, safety and operational integrity of the Tested Works (the
"Commissioning and Acceptance Tests").
o organizational and administrative responsibilities;
o Commissioning and Acceptance Test pre-conditions, conditions
and logistical support requirements;
o detailed Commissioning and Acceptance Test schedules;
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o Commissioning and Acceptance Test procedures and
Commissioning and Acceptance Test data collection, collation and
analysis methodology;
o Commissioning and Acceptance Test acceptance criteria;
o pre-conditions for re-testing if required; and
o Commissioning and Acceptance Test report documentation and
format.
The Commissioning and Acceptance Plan shall further include the following
minimum items:
o Testing of the Works;
o Factory testing of components and complete equipment;
o The acquisition of all permits and licenses etc. to enable full
integrated commercial/public operation of the ITS Terminal;
o Completion of all agreed outstanding works, testing and Punch List
Items; and
The Concessionaire is required to demonstrate to the Independent Consultant
that all Works, equipment and systems procured or carried out for the ITS
Terminal give the required performance measured against:
o recognized international standards;
o the particular requirements of the technical specification and this
Concession Agreement; and
o best international practice (together the "Commissioning and
Acceptance Standards").
The Concessionaire must further show that all the Works, equipment and
systems procured or carried out for the ITS Terminal:
o Do not import any level of risk to the operation of the ITS Terminal
or the operation of any other facility/system of a third party
adjacent to or in direct contact with any part of the ITS Terminal.
The provisions of Section 12 (Commissioning and Acceptance) of this Concession
Agreement shall apply where the Concessionaire proposes in the Commissioning
and Acceptance Plan that it be entitled to apply for Final Acceptance Certificate
and Provisional Acceptance Certificate.
4. FAILURE TO MEET COMMISSIONING AND ACCEPTANCE STANDARDS

The Concessionaire is solely responsible for the resolving of any conflicts,
performance, or other interface issues which affect the performance of the
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Works on, linked or adjacent to the ITS Terminal and Access Road. The
Concessionaire shall carry out any required modifications, upgrading or change-
out required on any piece of equipment or Works to achieve the required level of
performance in the ITS Terminal and Access Road. This shall extend for the
Concession Period.
The Concessionaire shall carry out at any stage sufficient testing to demonstrate
that all equipment within the ITS Terminal and Access Road meets all required
RAMS requirements. This shall include for re-testing, or modified testing at the
expense of the Concessionaire on as many times as necessary to demonstrate the
RAMS requirements are fully met.
The Concessionaire is responsible for ensuring that Punch List Items associated
with the Works are resolved to the satisfaction of the Independent Consultant as
contemplated in Section 12 (Commissioning and Acceptance) of this Concession
Agreement.
5. GRANTOR OBSERVING COMMISSIONING AND ACCEPTANCE TEST

The Grantor reserves the right to witness all or any part of any part of
Commissioning and Acceptance Tests or retesting and the Concessionaire shall
facilitate the exercise of this right.
6. CONSOLIDATED LIST OF PROJECT ASSETS

The Concessionaire shall update the consolidated list of Project Assets in
accordance with the provisions of this Concession Agreement including, without
limitation, following completion of the Commissioning and Acceptance Tests of
the ITS Terminal; and following the procurement of any new or replacement
Project Assets.
7. PROVISIONAL OR FINAL ACCEPTANCE CERTIFICATE

The provisions of Sections 12.8 (Substantial Acceptance) of the Concession
Agreement shall apply to the issuance of a Provisional Acceptance Certificate(s)
for the ITS Terminal.
The provisions of Sections 12.7 (Full Acceptance) of the Concession Agreement
shall apply to the issuance of a Final Acceptance Certificate for the ITS Terminal.
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Part 4: Works Timetable
1. The Concessionaire shall be responsible for maintaining an updated Works

Timetable during the Construction Period and shall raise any proposed updates
and changes to the same in the meetings to be held between the Parties during
the Construction Period in accordance with Sections 4.1 (Obligation of Parties)
and 20.3 (Meetings) and Schedule 4 (Meetings) to this Concession Agreement.
2. The Concessionaire shall expand into full detail, from the schedule submitted as
part of the PEP, the Works Timetable and provide soft and hard copies of such
initial Works Timetable to the Independent Consultant and Grantor within one
hundred and twenty (120) days of the Signing Date for their review and
approval. Thereafter the Works Timetable shall be updated every two (2) weeks
as a minimum and a summary of all such updates shall be included in the Report
on Works submitted by the Concessionaire to the Grantor in accordance with
Section 21.2.b (Reports) of this Concession Agreement and at the same time a
copy shall be provided to the Independent Consultant. The Works Timetable
shall be included on the agenda for construction review meetings in accordance
with paragraph 1 of Schedule 4 (Meetings).
3. Any updates and/or changes to the initial Works Timetable or subsequent
versions of the Works Timetable shall only be made in accordance with the
provisions of this Part 4 (Works Timetable) to Schedule 5 (Engineering,
Procurement and Construction of the ITS Terminal and Access Road).
4. The Concessionaire shall promptly submit to the Independent Consultant and
Grantor a hard and soft copy of any version of the Works Timetable varied or
updated in accordance with the provisions of this Part 4 (Works Timetable) to
Access Road).
5. Any Works Timetable submitted in accordance with the provisions of this Part 4
(Works Timetable) to Schedule 5 (Engineering, Procurement and Construction of
the ITS Terminal and Access Road) shall be prepared in accordance with Prudent
Industry Practice and all Relevant Rules & Procedures and applicable
regulations/ norms/ standards, etc. and shall be in sufficient detail so as to
enable the Independent Consultant and the Grantor to monitor the progress
(including, all commissioning and testing activities, any Delays and likely future
progress) of the Works.
6. The Independent Consultant and/or Grantor shall have the right to reject any
changes or updates to the Works Timetable (including changes to the initial
Works Timetable) submitted by the Concessionaire in accordance with this Part
4 (Works Timetable) to Schedule 5 (Engineering, Procurement and Construction of
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the ITS Terminal and Access Road) on the grounds that the revised Works
Timetable may result in Delays to the progress of the Works and/or would not
enable the Works to be completed on or before the Required Completion Date.
7. The Works Timetable shall indicate percentage progress to date on multiple
work streams and shall highlight actual or potential Delays. If it appears to the
Independent Consultant or Grantor at any time that the actual progress of the
Works has significantly fallen behind the Works Timetable, then the Grantor
shall be entitled to require the Concessionaire to submit to the Grantor a report
identifying the reasons for the Delay and, unless the event causing the Delay is
still subsisting and it is not possible to predict with any certainty when the Delay
might come to an end, require the Concessionaire (at the Grantor's option) to
produce and submit to the Grantor and the Independent Consultant, in
accordance with this Part 4 (Works Timetable) to Schedule 5 (Engineering,
Procurement and Construction of the ITS Terminal and Access Road), a revised
Works Timetable showing the:
(i) manner and the periods in which the Works shall be carried out to ensure
completion; and/or
(ii) steps which are to be taken to eliminate or reduce the Delay.
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SCHEDULE 6: CONCESSIONAIRE RESPONSIBILITIES FOR THE
OPERATIONS AND MAINTENANCE ACTIVITIES
Part 1: Key Performance Indicators (KPI) and Standards for Operations &
Maintenance (O&M) of the ITS Terminal
The Operation and Maintenance of the ITS Terminal premises shall be carried out to
maintain the performance standards, which shall comprise, but shall not be limited to
that described in this Part 1 of Schedule 6 (Concessionaire Responsibilities for the
Operations and Maintenance Activities) and Schedule 19 (Minimum Security Standards
and Mandatory Requirements).
The Concessionaire shall be required to maintain a minimum performance at the ITS
Terminal from the date of issuance of Provisional Acceptance Certificate or Final
Acceptance Certificate, whichever is earlier, to the end of the Concession Period.
The Concessionaire at its own cost shall achieve performance standards for operation
and maintenance of the ITS Terminal which shall be monitored through the Key
Performance Indicator (“KPI”) as provided in the subsequent sections of this Part 1 of
Schedule 6 (Concessionaire Responsibilities for the Operations and Maintenance
Activities). This monitoring of the KPI shall commence on the date of issuance of
Provisional Acceptance Certificate or Final Acceptance Certificate, whichever is earlier.
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1. Key Performance Indicators (KPIs), Benchmarks and Measurement Mechanism
S. No. Performance Parameter Benchmarks Measurement Mechanism

KPI – 1 Departures for provincial  95% of the provincial bus Total number of on-time departures of provincial buses as
buses departures shall be as per per Terminal Schedule in a day as a percentage of total
approved Terminal Schedule. planned departures (as per Terminal Schedule) in that day.
For the purpose of calculating on-time departures only
those provincial buses which have reached their respective
embarkation bays before their scheduled departure time
shall be considered.
Also those provincial bus departures which were non-
compliant to the Terminal Schedule due to the default of
provincial bus driver/operator shall not be considered for the
purpose of calculating on-time departures. The burden of
proof in such scenarios shall lie with the Concessionaire.
KPI – 2 Pedestrian entry / exit  Waiting time at any entry/exit Number of pedestrians whose average waiting time at any
points of the ITS Terminal point of the ITS Terminal entry/exit point of the ITS Terminal building is within set
building building shall not be more than standard as a percentage of total pedestrians passing
1 minute for 95% of the through that point.
pedestrians. The average waiting time for pedestrians in the queue shall
be measured from the time the pedestrian joins the queue
to the time of pedestrian leaves the queue after passing
through the entry/exit point.
KPI – 3 Pedestrian circulation /  Pedestrian circulation / During operational hours of the ITS Terminal, no
movement movement shall be on the pedestrian shall be walking on the areas which are not
designated pedestrian walkways designated as pedestrian walkways/areas.
/ areas 100% of the time. The designated pedestrian walkways/areas shall be
identified in the O&M Manual.
KPI – 4 Seating spaces for  Seating space should be Minimum number of empty seating space for passengers at
passengers in waiting areas available 95% of the time. designated locations should not fall below 5. The seating
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space here means a chair or a bench which allows a
minimum space of 0.5meter x 0.5meter per person for
seating.
The designated locations for seating spaces shall be
identified in the O&M Manual.
KPI – 5 Pedestrian circulation in  Passenger concourse should not At any point of time the area available for pedestrian
passenger concourse be congested 100% of the time. circulation within the passenger concourse of the ITS
Terminal should not be less than 1.0 sqm multiplied by the
number of pedestrian at that time.
The area available for pedestrian circulation within the
passenger concourse of the ITS Terminal shall be identified
in the O&M Manual.
KPI – 6 Embarkation,  Embarkation, disembarkation  The total number of provincial buses waiting/queuing
disembarkation and idle / and idle/staging bays to park on any of their respective embarkation bay or
staging bays for the PUVs designated for PUVs should not disembarkation bay or idle/staging bay, as the case may
be congested 95% of the time. be, shall not be more than 1.
 The total number of Metro Manila buses/city buses
waiting/queuing to park on any of their respective
embarkation bay or disembarkation bay or idle/staging
bay, as the case may be, shall not be more than 1.
 The total number of public utility jeepneys
 The total number of AUV/FX/Megataxi
The designated embarkation, disembarkation and
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idle/staging bays for all kind of PUVs shall be identified in
the O&M Manual.
KPI – 7 Idle / staging bays for  Each idle/staging bay should be The available time to be measured for each parking bay,
provincial buses, Metro available at least 95% of the using actual operational hours in a day as percentage of
Manila buses / city buses, time. total planned operational hours of the ITS Terminal in a
public utility jeepneys, AUV day
/ FX / megataxi and taxi
KPI – 8 Parking bays for private  Each parking bay should be The available time to be measured for each parking bay,
cars and two-wheelers available at least 95% of the using actual operational hours in a day as percentage of
time. total planned operational hours of the ITS Terminal in a
day
KPI – 9 Computerized Terminal  Computerized Terminal Fee Number of vehicles queuing at any Terminal Fee collection
Fee collection system collection system should be booth should not be more than 3 at any given point of time.
available at least 95% of the
time.
KPI – 10 Collection of Terminal Fee  Collection of the Terminal Fee The Concessionaire shall provide exit log registers for all
Revenue Revenue from 100% of the provincial buses, metro manila buses, public utility
provincial buses, metro manila jeepney, AUVs/FXs/megataxis and taxis exiting the
buses, public utility jeepney, terminal. The log registers shall be supported with CCTV
AUVs/FXs/megataxis and taxis footage.
which are exiting the terminal. If any driver/operator of a provincial bus or metro manila
bus or public utility jeepney or AUV/FX/megataxi or taxi is
non-compliant in paying the Terminal Fee then such
instances/cases shall not be considered for the purpose of
determining the Concessionaire’s compliance to this KPI-
10. However, the burden of proof in such scenarios shall lie
with the Concessionaire. Moreover, the Concessionaire shall
provide weekly reports on defaulters to the Grantor.
KPI – 11 Operations of the OBTS Unit Benchmark
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11.a End Customers (Self- System Log / Report from the 3rd party analytics system
Bookings & Related (Printed & Real-time)
Services) Note:
11.a.1 System Availability Uptime > = 99% o Uptime is the time period for which the specified
services/ components with specified technical and
11.a.2 Average Page Load Time Seconds <= 5
service standards are available. Uptime, in percentage,
11.a.3 Average Ticket Booking Time Seconds <= 240 of any component will be calculated as:
(per transaction) Uptime = {(Total Available Time (24 hrs X n days) -
11.b Ticket Booking Counters at Total Down Time)/ Total Available Time} * 100
ITS Terminal (Bookings & o Downtime is the time period for which the specified
Backend Services) services / components with specified technical and
service standards are not available and excludes the
11.b.1 System Availability Uptime > = 99.99%
planned scheduled outages.
11.b.2 Average Ticket Booking Time Seconds <= 180 o Booking Time includes time taken for (a) Seat Selection
(per transaction) (b) On-line Payment completion and (c) Ticket issuance on-
portal and dispatch over email and SMS
KPI – 12 Maintenance and Support Unit Benchmark Printed and Real-Time Reports from the web based issue
of OBTS reporting, tracking and management system.
Note: Resolution Time is the time taken in resolving,
12.a.1 Level 1 (Critical) Response Time 15 minutes diagnosing, troubleshooting and fixing the Incident.
12.a.2  Multiple users impacted Resolution Time 60 minutes
 Stops Business
 System unavailable
 Business risk high
12.b.1 Level 2 (High) Response Time 30 minutes
12.b.2  Individual user affected Resolution Time 240 minutes
 Potential business Impact
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 Business risk is moderate
or low
12.c.1 Level 3 (Moderate) Response Time 60 minutes
12.c.2  Minor business impact Resolution Time 840 minutes
 Work around exists
 Business risk is low
KPI – 13 Schedule / information  Schedule/ information display The available time to be measured for each electronic /
display system system should be available at digital information display monitor, using actual
least 95% of the time. operational hours (time period in which the dynamic
information is displayed as contemplated in the O&M
Manual) in a day as percentage of total planned operational
hours of the ITS Terminal in a day.
KPI – 14 Closed circuit television  Closed circuit television system The available time to be measured for each asset, using
system should be available at least 95% actual operational hours in a day as percentage of total
of the time. planned operational hours of the ITS Terminal in a day.
KPI – 15 Availability of the Baggage  Baggage Trolleys should be Minimum available empty baggage trolleys at designated
Trolleys available 95% of the time. locations should not fall below 10.
The designated locations shall be identified in the O&M
Manual.
KPI – 16 Ambient conditions in the  Temperature range in the Measurement will be in terms of temperature and humidity
passenger concourse passenger concourse to be 20- levels in the passengers concourse areas during the
24 Degree Celsius during operational hours of the ITS Terminal.
operational hours of the ITS
Terminal in the passengers
concourse areas, and
 Relative Humidity levels –
Correlated relative humidity to
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specified temperature range.
KPI – 17 Rest rooms / toilets  Rest room should be available At each rest room/toilet the number of persons waiting for
95% of the time. their turn to use urinal/WC should not be more than 100%
of total number of urinals and WCs in that rest room/toilet
KPI – 18 Internet Wi-fi services  2 to 4 megabyte/second The available time to be measured for Internet-Wi-Fi
Internet-Wi-Fi services should services in the passenger concourse areas, using actual
be available 95% of the time. operational hours in a day as percentage of total planned
operational hours of the ITS Terminal in a day.
KPI – 19 Information kiosks /  Information kiosks/enquiry Availability of personnel at the information desk during
enquiry counters counters and complaint desks operational hours of the ITS Terminal.
should be manned 100% of the
time.
KPI – 20 Complaint desks  Information kiosks/enquiry Availability of personnel at the complaint desk during
counters and complaint desks operational hours of the ITS Terminal.
should be manned 95% of the
time.
KPI - 21 Escalators, elevators &  Escalators, elevators & The available time to be measured for escalators, elevators
travelators travelators should be available & travelators, using actual operational hours in a day as
95% of the time. percentage of total planned operational hours of the ITS
Terminal in a day.
KPI – 22 Public address system  Public address system should be The available time to be measured for each asset, using
available at least 95% of the actual operational hours in a day as percentage of total
time. planned operational hours of the ITS Terminal in a day.
KPI – 23 Cleanliness of the rest  Certification from a DoH-  Certification from a DoH-accredited testing facility/
rooms / toilets accredited testing facility/ laboratory that the toilet floor and sanitary fixtures/
laboratory shall be valid 100% fittings/ furnishings e.g. doors, toilets/ water closets,
of the time. toilet seats, urinals, faucets, soap dispensers, roll paper
holders, grab bars, dispensers, and the like only contain
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normal/ permissible levels of bacteria and human
pathogens e.g. Streptococcus, Staphylococcus, E. Coli,
Shigellosis, Salmonella, Lactobacillaceae, and the like.
 Issuance date of such certification shall not be more
than three (3) months old at any time.
KPI – 24 Cleanliness of the  Certification from a DoH-  Certification from a DoH-accredited testing facility/
passenger concourse areas accredited testing facility/ laboratory that all the surfaces touched by human
laboratory shall be valid 100% hands and human footwear only contain normal/
of the time. permissible levels of bacteria and human pathogens e.g.
Streptococcus, Staphylococcus, E. Coli, Shigellosis,
Salmonella, Lactobacillaceae, and the like.
 Issuance date of such certification shall not be more
than six (6) months old at any time.
KPI – 25  Drinking water  Drinking water faucets/taps, The available time to be measured for all the assets under
faucets/taps should be available 95% of the drinking water faucets/taps, flushing mechanism of WCs &
 Flushing mechanism of time. urinals and faucets/taps in the rest rooms / toilets, using
WCs & urinals and  Flushing mechanism of WCs & actual operational hours in a day as percentage of total
faucets/taps in the rest urinals and faucets/taps in the planned operational hours of the ITS Terminal in a day.
rooms / toilets rest rooms / toilets should be The non-availability of water in any faucet/tap or flushing
available 95% of the time. mechanism shall also be deemed to be considered as non-
availability of that asset.
KPI – 26 Handling of Complaints  100% of complaints responded Total number of complaints where difference between
within 2 working days. times of receiving the complaint to first response is within
the set standard as a percentage of total complaints
received.
The complaints covered shall include complaints received
via mail or complaint/suggestion register or e-mail.
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KPI – 27 Illumination levels  Following illumination levels The illumination levels shall not fall below the set
shall be maintained 100% of the benchmark during operational hours of the ITS Terminal.
time.
Designated area Minimum

illumination
(lux)
Embarkation, 75
disembarkation and
idle / staging bays
for PUVs
Parking bays for 75
private vehicles
Pedestrian 125
circulation /
movement area
outside ITS Terminal
building
Rest rooms / toilets 175
Passenger concourse 275
area
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2. Measurement Mechanism of Performance Parameters
(a) The Measurement Mechanism for performance on parameters mentioned at

“KPI – 2”
The waiting time in queue shall be determined as:

(i) For each randomly selected day of a month, the ‘busiest hour’ of the day
over which performance shall be measured is divided into “1 minute time
intervals” beginning xx:00, xx:01, xx:02, ……., xx:58 and xx:59 in the
respective hour;
For each “1 minute time interval”, the average waiting time shall be
calculated as:
“Average Waiting Time” = Np / Ap
where:
Ap is the number of pedestrians leaving the queue in the 1
minute time interval;
Np is the number of pedestrians joining the queue in the 1
minute time interval.
(ii) The performance percentage figures for set standard shall be calculated by:
i. Identifying how many pedestrians in the busiest hour were

processed in a time interval where the measured average waiting
time is no more than the set standard; and
ii. Calculating the percentage by dividing the above figure by the
total number of pedestrians processed in that busiest hour.
An hour may be specified to be a clock hour, starting at 00 minutes past the hour
and ending at 59 minutes past the hour or any other predefined convention that
the Grantor Compliance Team chooses (pre-defined so that the definition of an
hour cannot be influenced by any other factors at the time of determining the
sample hour).
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(b) The Measurement Mechanism for performance on parameters mentioned at
“KPI – 5”
The area available for pedestrian circulation within the passenger concourse
shall be determined as:
(i) The planned operational hours for each randomly selected day of a month
(over which performance shall be measured) is divided into “15 minute
time intervals”;
For each “15 minute time interval”, the average number of passengers
within the passenger concourse shall be calculated as:
AVGt = NI - NO
where:
AVGt is the average number of passengers within the passenger
concourse in an interval ‘t’;
t is a specific 15 minute time interval;
NI is the total number of passengers entering the ITS Terminal
building from all the entry points in an interval ‘t’;
NO is the total number of passengers exiting the ITS Terminal
building from all the exit points in an interval ‘t’.
(ii) The time interval which shows the highest number of AVGt shall be
identified and the corresponding average number of passenger within the
passenger concourse in that interval shall be also be identified.
(iii) The above figure (highest average number of passengers within the
passenger concourse) shall be multiplied with 1.5 and the resultant figure
shall be compared with the area available for pedestrian circulation within
the passenger concourse (as identified in the O&M Manual).
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(c) The Measurement Mechanism for performance on parameters mentioned at
“KPI – 6”, “KPI – 9” and “KPI – 17”
(i) For each randomly selected day of a month, the ‘busiest hour’ of the day
over which performance shall be measured is identified and the average
congested time shall be calculated as:
“Average Congested Time” =
where:
n is the total number of designated locations included in a
parameter ‘x’
k denotes a specific designated location included in parameter
‘x’ such that k=1,2,...,n
Tc is the duration of time when the measured queue length is
more than the set standard for designated location ‘k’
(ii) The performance percentage figures for set standard shall be calculated as
100% minus a percentage of the above figure in one hour.
An hour may be specified to be a clock hour, starting at 00 minutes past the hour
and ending at 59 minutes past the hour or any other predefined convention that
the Grantor Compliance Team chooses (pre-defined so that the definition of an
hour cannot be influenced by any other factors at the time of determining the
sample hour).
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(d) The Measurement Mechanism for performance on parameters mentioned at
“KPI – 7”, “KPI – 8”, “KPI – 13”, “KPI – 14”, “KPI – 21”, “KPI – 22” and “KPI –
25”
For each randomly selected day of a month, the availability measure of each
parameter shall be measured with respect to number and type of assets included
under each parameter and shall be measured in accordance with the following:
(i) Calculate the total number of assets under each parameter (e.g. number of
escalators) and multiply with the total planned operational hours in a day,
expressed as:
Total planned operational hours =
where:
n is the total number of assets included in a parameter ‘x’
k denotes a specific asset included in parameter ‘x’ such that
k=1,2,...,n
TPk is the total planned operational hours in a day for asset ‘k’
(ii) Calculate the total unavailable hours in a day, expressed as:
Total unavailable hours =
where:
m is the total number of assets included in a parameter ‘x’ which
were not available in a day
k denotes a specific asset included in parameter ‘x’ which was
not available in a day such that k=1,2,...,m
TUk is the time that asset ‘k’ is unavailable in a day
(iii) Calculate availability for parameter ‘x’ in day as:
AVAILABILITYX = 100 X (1 – )
where:
AVAILABILITYX is the percentage availability of parameter ‘x’ in a
day
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Part 2: KPI Charges for ITS Terminal
The KPI compliance procedure is intended as a proactive mechanism that does not seek
to penalize but rather identify areas of non-compliance allowing the Concessionaire
time for remedial action.
The KPIs shall require a procedure by which the Grantor shall undertake random
compliance visits (at least once every month after the issuance of Provisional
Acceptance Certificate or Final Acceptance Certificate, whichever is earlier) to ensure
that KPIs are being achieved against prescribed baseline benchmarks in this Schedule
(the "Grantor Compliance Visits").
The Grantor shall set up compliance teams that shall visit ITS Terminal unannounced at
any time within a given month to undertake inspections (the "Grantor Compliance
Teams").
Grantor Compliance Teams shall check for compliance with the KPIs as detailed in Part
1 of this Schedule 6 (Concessionaire Responsibilities for the Operations and Maintenance
Activities).
If Grantor Compliance Teams identify an area of non-compliance they shall issue a
Citation Notice. A financial deduction shall not be imposed immediately but rather a
period of time shall be allowed for rectifications by the Concessionaire. Time allocated
for rectification shall depend on specific KPI, e.g. repair of escalators may require more
than one day.
The Concessionaire may submit, at any time, to the Grantor Compliance Teams for
approval, a list of equipment or services that are non-functional for extra-ordinary
reasons, together with a programme of rectification. The Grantor Compliance Teams
shall then remove these items from the inspection list. Should the Concessionaire fail to
rectify the faults within the agreed time then these shall move straight to KPI Charges.
The charges against the KPI is illustrated in paragraph 2.2.3 (of this Part 2 of Schedule 6
to the Concession Agreement) shall be applied for the purpose of establishing the
monthly KPI Charges.
1. PROCEDURE
The procedure for identification and resolution of compliance issues shall be as
follows:
o Grantor Compliance Team conduct Grantor Compliance Visit of ITS
Terminal to assess compliance
o Grantor Compliance Visits are to be made unannounced and on a random
basis
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o Grantor Compliance Team undertakes Grantor Compliance Visit in the
presence of the ITS Terminal Supervisor or Concessionaire’s
representative to identify compliance against the KPIs.
o Grantor Compliance Team identifies areas of deficiencies against each KPI
jointly with the ITS Terminal Supervisor or Concessionaire’s
representative.
o In the event that a Grantor Compliance Visit identifies areas of non-
compliance against the KPI regime a notice shall be issued on site,
identifying particular item/component of non-compliance in respect of a
given KPI, and the remedial time required to bring that item/component
back to compliance (a "Citation Notice").
o Citation Notices are to be jointly signed by the Grantor Compliance Team
representative and ITS Terminal Supervisor or Concessionaire’s
representative.
o ITS Terminal Supervisor or Concessionaire’s representative shall have the
right to annotate in the Citation Notice any objections.
o Grantor Compliance Visits can be done without notice at any time and any
number of times within a given month including the last week of any
month in order to allow for a day or two for remedial action(s) by the
Concessionaire. In instances where a Citation Notice is issued in the last
days of a given month and there is insufficient time for the allowable
remedial action, the Citation Notice shall be carried forward into the
subsequent month. The Grantor Compliance Team shall notify ITS
Terminal Supervisor when next visit shall take place to determine
whether any identified non-compliance has been rectified in accordance
with the Citation Notice.
o Grantor Compliance Team re-visits the ITS Terminal to assess level of
compliance against issued Citation Notice.
o Upon Grantor Compliance Team’s re-visit to the ITS Terminal to assess
compliance with the Citation Notice, if it identifies that sufficient remedial
action by the Concessionaire has taken place, then no KPI Charges shall be
assessed. In the event the issues contained in the Citation Notice are not
completed to the satisfaction of the Grantor Compliance Team, Grantor
shall issue a KPI Failure Notice (a “KPI Failure Notice”) to the
Concessionaire through the ITS Terminal Supervisor, specifically
identifying the area of non-compliance against the specific KPI.
o The KPI Charges shall be calculated using the methodology set out in
paragraph 2 of this Part 2 of Schedule 6 to the Concession Agreement.
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o In the event of an objection to the KPI Failure Notice, the KPI Charges
applicable to the KPI Failure Notice shall be applied for that month at
50% of the total KPI charges applicable to the disputed KPI Failure Notice
and such Dispute shall be resolved in accordance with the dispute
resolution process at paragraph 2.2.5 to this Part 2 of Schedule 6 to the
Concession Agreement. Where the resolution finds in favour of the
Grantor the Concessionaire shall provide the Grantor with the remaining
50% of the total KPI charges applicable to the disputed KPI Failure Notice.
Where the resolution finds in favour of the Concessionaire the Grantor
shall refund to the Concessionaire the 50% of the total KPI charges
applicable to the disputed KPI Failure Notice.
o Repeated KPI Failure Notice: From the time that a KPI Failure Notice is
received, the Concessionaire shall be allowed to rectify the KPI within a
relevant remedial time which shall be equal to the time as stated in the
Citation Notice for a particular item/component of non-compliance in
respect of a given KPI. Failure to achieve this shall result in automatic
repeated application of the Charge for every complete cycle of allowable
remedial time until the KPI is rectified, unless the Concessionaire can
provide to the Grantor evidence of reasonable mitigating circumstances
that are preventing rectification of the relevant KPI.
2. KPI CHARGES AND PAYMENT

2.1 Calculation
KPI Charges shall be calculated as specified in this Schedule and payable
pursuant to this paragraph 2.
2.1.1 KPIs: Every month the performance for each KPI shall be checked. For
each KPI Failure Notice that has been issued, the KPI Charge shall be
applied.
2.1.2 Monthly KPI Charge: The KPI charge for the month shall be established by
adding the KPI charges for each KPI Failure Notice issued in the given
month.
2.2 Monthly Calculations
2.2.1 In respect of each contract month the Concessionaire shall:
(a) calculate the amount of the KPI Charges, including the adjustments
made by any approved exclusions; and
(b) notify the Grantor of the amount of the KPI Charges so calculated
using data provided by the Concessionaire which shall be subject
to audit and/or check by the Grantor within 20 days of receipt of
the calculated KPI Charges.
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2.2.3 KPI Charges
KPI Charges before 1st KPI Charges after 1st

anniversary of Completion anniversary of Completion
KPI Date Date
(Amount in Philippine Pesos) (Amount in Philippine Pesos)
KPI – 1 500,000 1,000,000
KPI – 2 500,000 1,000,000
KPI – 3 500,000 1,000,000
KPI – 4 500,000 1,000,000
KPI – 5 500,000 1,000,000
KPI – 6 500,000 1,000,000
KPI – 7 500,000 1,000,000
KPI – 8 500,000 1,000,000
KPI – 9 500,000 1,000,000
KPI – 10 1,000,000 1,000,000
KPI – 11.a.1 250,000 500,000
KPI – 11.a.2 250,000 500,000
KPI – 11.a.3 250,000 500,000
KPI – 11.b.1 250,000 500,000
KPI – 11.b.2 250,000 500,000
KPI – 12.a.1 250,000 500,000
KPI – 12.a.2 250,000 500,000
KPI – 12.b.1 250,000 500,000
KPI – 12.b.2 250,000 500,000
KPI – 12.c.1 250,000 500,000
KPI – 12.c.2 250,000 500,000
KPI – 13 500,000 1,000,000
KPI – 14 500,000 1,000,000
KPI – 15 500,000 1,000,000
KPI - 16 250,000 500,000
KPI – 17 250,000 500,000
KPI – 18 250,000 500,000
KPI – 19 250,000 500,000
KPI – 20 250,000 500,000
KPI – 21 250,000 500,000
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KPI Charges before 1st KPI Charges after 1st
anniversary of Completion anniversary of Completion
KPI Date Date
(Amount in Philippine Pesos) (Amount in Philippine Pesos)
KPI – 22 250,000 500,000
KPI – 23 250,000 500,000
KPI – 24 250,000 500,000
KPI – 25 250,000 500,000
KPI – 26 250,000 500,000
KPI – 27 250,000 500,000
2.2.4 Should the Grantor's audit and/or check in accordance with paragraph
2.2.1(b) require a change to the KPI Charges then the Grantor shall notify
the Concessionaire. Such notice shall be conclusive unless within five (5)
Business Days of receiving notice the Concessionaire serves a notice of
objection on the Grantor specifying its objections, the corrections which it
believes should be made and its reasons.
2.2.5 Disputes regarding the calculation shall be resolved by reference to an

independent expert agreed on by the Parties who shall:
(a) be a consultant of international reputation agreed as between the
Parties;
(b) be independent from and have no business relationship with both
the Grantor and the Concessionaire (or any Affiliate of the
Concessionaire);
(c) reach his decision within thirty (30) days from the matter being
referred to him;
(d) be entitled (but not obliged) to all the Parties to make oral
representations:
(e) give his decision in writing and with reasons;
(f) act as expert and not as arbitrator so his decision shall be final and
binding; and
(g) be entitled to determine which Party shall bear its payments.
In the event that the Parties cannot agree on the appointment of a suitable
independent expert within thirty (30) days, the Grantor shall unilaterally
appoint an expert that meets the criteria set out in paragraphs 2.2.5 (a)-
(b).
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2.3 Payment
KPI Charges shall be payable quarterly as set out in Section 17.5 (Balancing
Payment) of the Concession Agreement.
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SCHEDULE 7: FINANCIAL MATTERS
Part 1: Annual Grantor Payments
1. The details of the Annual Grantor Payments shall be as follows:-

Annual Grantor Payment:
Amount: Commencing on:
One Hundred Million Philippine Pesos Construction Completion Date

(Php100,000,000.00)
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Part 2: Terminal Fee for ITS Terminal
1. Terminal Fee* for Provincial buses, Metro Manila buses Public utility
jeepneys, AUVs/FXs/megataxis, Taxi shall be made available by the Grantor
to Concessionaire prior to issuance of Provisional Acceptance Certificate or
Final Acceptance Certificate, as the case may be.
*Note:
(a) The Terminal Fee for provincial buses is inclusive of four (4) hour free
parking in the staging/idle parking area. For avoidance of doubt, those
provincial buses which are exiting the ITS Terminal shall be eligible for a
four (4) hour free parking before their scheduled departure.
(b) The Terminal Fee for Metro Manila buses, public utility jeepneys,
AUVs/FXs/megataxis, taxis is inclusive of one (1) hour free parking in the
staging/idle parking area. For avoidance of doubt, those Metro Manila
buses, public utility jeepneys, AUVs/FXs/megataxis, taxis which are exiting
the ITS Terminal shall be eligible for one (1) hour free parking before their
exit from the ITS Terminal.
(c) Notwithstanding paragraph (a) and (b) above, the Concessionaire may
determine and collect the staging/idle parking charges for all the PUVs
(including provincial buses, Metro Manila buses, public utility jeepneys,
AUVs/FXs/megataxis, taxis, etc) and parking charges for the private
vehicles.
2. Periodic Adjustment to the Terminal Fee shall be made available by the

Grantor to Concessionaire prior to issuance of Provisional Acceptance
Certificate or Final Acceptance Certificate, as the case may be.
2.1 Terminal Fee Rounding Convention shall be determined prior to issuance

of Provisional Acceptance Certificate or Final Acceptance Certificate, as the
case may be.
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3. List of free services at the ITS Terminal
The Concessionaire shall not be allowed to charge / cause to be charged any
rental/fees for the provision of following services at the ITS Terminal:
• Drinking water taps
• Rest rooms / Toilets
• Baggage trolley
• Information kiosks/enquiry counters
• Complaint desks
• Wheel chairs for Senior citizens and PWDs
• Baby care room / Nursing Rooms / Breast Feeding Stations
• Prayer Room
• Wi-Fi
• Traveler's Workstations - Working areas with laptop charging points
• Seating spaces in the passenger waiting areas
• Driver retiring room/dormitory
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SCHEDULE 8: FINANCIAL CONSEQUENCES OF TERMINATION
A. Termination Payment for Grantor Event of Default
A.1 Termination Payment for Grantor Event of Default prior to the

Construction Start Date
A.1.1 If termination is due to the Grantor’s failure to fulfill the Conditions Precedent to
the Construction Start Date and the same is not due to Force Majeure:
A.2 Termination Payment for Grantor Event of Default after the Construction
Start Date
A.2.1 If termination occurs prior to issuance of Final Acceptance Certificate:
A.2.2 If termination occurs on or after issuance of Final Acceptance Certificate:
B. Termination Payment for Concessionaire Event of Default
B.1 Termination Payment for Concessionaire Event of Default prior to the

B.1.1 If termination is due to the Concessionaire’s failure to fulfill the Conditions
Precedent to the Construction Start Date and the same is not due to Force
Majeure:
TPtd = 0
B.2 Termination Payment for Concessionaire Event of Default after the
B.2.1 If termination occurs prior to issuance of Final Acceptance Certificate:
TPtd = (WIPtd x Levtd) + BPtd + (CBBVtd x Levtd ) – Ltd – TGov
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B.2.2 If termination occurs on or after issuance of Final Acceptance Certificate:
TPtd = (Concessionaire Capextd x Levtd) + BPtd + (CBBVtd x Levtd ) – CBFMV2ytd – Ltd –

TGov
C. Termination Payment for Force Majeure Event
C.1 Termination Payment for Force Majeure Event prior to the Construction
Start Date
C.1.1 If termination is due to the failure to achieve the Construction Start Date on or
before the Required Construction Start Date (or as extended pursuant to this
Concession Agreement) and is attributable to the failure of both Parties to satisfy
the applicable conditions precedent or to Force Majeure delaying the fulfillment
of the applicable conditions precedent:
C.2 Termination Payment for Force Majeure Event after the Construction Start
Date
C.2.1 If termination occurs prior to issuance of Final Acceptance Certificate:
TPtd = (0.5 x DCt) + WIPtd + CBBVtd + (TCon ÷ 2) + BPtd – Ltd - (RW ÷ 2)
Provided that, if the Parties (or the Expert) have not concluded in accordance
with Section 24.5 of this Concession Agreement that restoration would be
economic, and if RW is greater than forty million Philippine Pesos
(PhP40,000,000), then RW shall be deemed to be forty million Philippine Pesos
(PhP40,000,000).
And provided further that if restoration is not required, then RW shall be zero
C.2.2 If termination occurs on or after issuance of Final Acceptance:
TPtd = Concessionaire Capextd + CBBVtd + (TCon ÷ 2) + BPtd – Ltd – CBFMV2ytd - (RW ÷ 2)
Provided that, if the Parties (or the Expert) have not concluded in accordance
with Section 24.5 of this Concession Agreement that restoration would be
economic, and if RW is greater than forty million Philippine Pesos
(PhP40,000,000), then RW shall be deemed to be forty million Philippine Pesos
(PhP40,000,000).
124
And provided further that if restoration is not required, then RW shall be zero.
D. Definitions and Notations
Notation Definition
TPtd Termination Payment calculated as at time td.
td Termination Date.
Total number of discrete six-month intervals in the period from the

d Signing Date until time td; provided that if the last interval is shorter than
six months, it shall be considered a six-month interval.
Index denoting a specific six-month interval (where t = 1 for the 1st six-
t month interval and t = d for the last six-month interval, which may be
shorter than six months).
Documented development costs incurred by the Concessionaire or by its

Initial Shareholders, during interval t, which are not included as part of
CBtd or WIPt for any interval t. For the avoidance of doubt, development
costs include:
 bid preparation expenses, including such expenses incurred prior
to Signing Date which for the purposes of this Schedule 8 shall be
deemed as incurred on Signing Date
DCt  actual expenses incurred by the Concessionaire after the Signing
Date but before the Construction Start Date to fulfil any obligations
under the Concession Agreement subject to there being no double
counting of costs payable.
 Payments by the Concessionaire in respect of fees of the
Independent Consultant until the Construction Start Date.
Provided that may not exceed thirty million Philippine Pesos

(PhP30,000,000) for the purposes of this Schedule 8.
The cumulative amount as at time td, of the DCt (for each interval t from
t=1 to t=d) incurred net of accumulated amortization, provided, the
amortisation of each DCt for the purposes of this Schedule 8, shall be
done on a straight-line basis over the period from the incurrence of such
DCtd
DCt up to the expiry of the Concession Period. For the avoidance of doubt,
(1) accumulated amortization is equal to the total amount of
accumulated amortization of all DCt, and (2) bid preparation expenses
shall be deemed to be incurred at Signing Date.
WIPt The incremental cost incurred, during interval t, of works in progress
125
Notation Definition
and other capital works carried out and paid for by the Concessionaire
(except for costs attributable to the Commercial Business), as certified
by the Independent Consultant, including:
 Any capitalized interest and financing costs ;
 costs of any approved variation of terms proposed by the Grantor
which have already been executed, as at time td, excluding the any
cost which have been compensated for by the Grantor; and
 the FM Restitution Amount excluding any amount for which the
Concessionaire has been compensated for by the Grantor in
accordance with the Concession Agreement.
Provided that if
then for t = 1, 2, …, d:
WIPt shall be deemed to equal
where:
WIP Captd is two billion Philippine Pesos (PhP2,000,000,000)
Other Approved Capextd is the total amount, as at time td, of costs
excluded from the cost cap for the Works, defined as follows:
Other Approved Capextd= NGCtd + NFRtd
Where:
NGCtd stands for non-compensated variation of terms proposed by the
Grantor, which is the total amount, as at time td, of costs of any
approved variation of terms proposed by the Grantor which
have already been executed, excluding the any cost which have
been compensated for by the Grantor;
NFRtd stands for non-compensated FM Restitution Amount, which is
the FM Restitution Amount excluding any amount for which the
Concessionaire has been for by the Grantor in accordance with
the Concession Agreement.
WIPtd is the cumulative cost of all WIPt, as at time td.
126
Notation Definition
The project internal rate of return for each interval t, equal to five
PIRR6mon
percent (5%).
The total amount of Balancing Payments and other amounts payable but
BPtd unpaid by the Grantor to the Concessionaire as at time td. Provided, no
amounts shall be paid twice.
Liquidated damages and other amounts payable by the Concessionaire to

the Grantor in accordance with the Concession Agreement, calculated as
Ltd at time td, including all unremitted and uncollected terminal fees that
should have been paid to the Grantor and the corresponding interest
thereon.
Any and all reasonable breakage costs assessed, incurred or sustained by

or against the Concessionaire resulting from the suspension, breach
and/or termination of this Concession Agreement including costs
pertaining to Independent Consultant or Expert. Provided, none of the
TCon above costs or expenses shall be paid twice.
Provided that, if TCon is greater than forty million Philippine Pesos
(PhP40,000,000), then TCon shall be deemed to be forty million
Philippine Pesos (PhP40,000,000)
(i) Dtd is the aggregate of all outstanding amounts, as at time td, of all
Debt of the Concessionaire except for debt used to finance
Commercial Business and the Annual Concession Payments, and
(ii) CAtd is the aggregate amount held by the Concessionaire, as at

time td, of the following items, except for such amounts purely
attributable to the Commercial Business:
(a) cash-on-hand;
Dtd - CAtd (b) credit balances of any deposit, money market, reserve or
securities accounts maintained with any bank or financial
institution;
(c) accounts receivable less accounts payable; and
(d) other forms of current assets, including any unpaid insurance
proceeds due as at time td.
Provided, that if
(Dtd – CAtd) > 70% x (Concessionaire Capextd + DCtd)
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Notation Definition
then
(Dtd – CAtd) = 70% x (Concessionaire Capextd + DCtd)
Where :
Concessionaire Capextd is the total cost incurred, net of
accumulated amortisation or depreciation, as of time td, of capital
works approved by the Grantor and carried out and paid for by the
Concessionaire (except for costs attributable to the Commercial
Business), as may be certified by the Independent Consultant, including
costs of Other Approved Capextd
For avoidance of doubt, costs of Works shall include any interest and
financing costs incurred and capitalized prior to the issuance of Final
Acceptance Certificate.
Provided, the amortisation or depreciation, for the purposes of this
Schedule 8, shall be done on a straight-line basis over the period from
the date of issuance of Final Acceptance Certificate or Provisional
Acceptance Certificate for the relevant works up to the earlier of the end
of the Works’ economic life or the expiry of the Concession Period.
Provided further, that if
Concessionaire Capextd (before depreciation) > Initial Capex (before
depreciation) + Other Approved Capextd (before depreciation)
then:
Concessionaire Capextd = Initial Capex + Other Approved Capextd
where:
Initial Capex is two billion Philippine Pesos (PhP2,000,000,000)
Other Approved Capextd as defined above
DCtd as defined above
The book value of the Commercial Assets, net of accumulated

amortisation or depreciation as determined by Expert. Provided that
only existing Commercial Assets which are operational at the time of
termination shall be considered for the purpose of determination of
CBBVtd CBBVtd
Provided that, in case of a termination under section B.2.2 and C.2.2
above, if CBBVtd > Concessionaire Capextd, then CBBVtd shall be deemed to
equal Concessionaire Capextd.
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Notation Definition
Provided that, in case of a termination under section A.2.1., B.2.1, and
C.2.1 above, if CBBVtd > WIPtd, then CBBVtd shall be deemed to equal
WIPtd.
The fair market value of the operating cashflows from Commercial

Revenue pertaining to Commercial Assets as determined by Expert
based on historical performance.
Provided that:
CBFMVtd 1. Operating cashflows from only those Commercial Assets which are
operational at the time of termination shall be considered for the
purpose of determination of CBFMVtd
2. The fair market value, of the operating cashflows from Commercial
Revenue shall be considered from the date of termination up to the
end of the Concession period.
The fair market value of the operating cashflows from Commercial

Revenue pertaining to Commercial Assets as determined by Expert and
as calculated from the Termination Date up to the 2nd anniversary of the
CBFMV2ytd Termination Date.
Provided that operating cashflows from only those Commercial Assets
which are operational at the time of termination shall be considered for
the purpose of determination of CBFMV2ytd
The lesser of:

(i) The Net Leverage Ratio = (Dtd – CAtd) ÷ (Dtd –CAtd + Etd); and
(ii) 70%.
where:
Dtd is as defined above.
CAtd is as defined above.
Levtd Etd is outstanding Equity determined as at time td.
Provided that:
 the Net Leverage Ratio shall be deemed to equal 0 if:
Dtd – CAtd ≤ 0 ; and
 where the Concessionaire has borrowed moneys to finance the
Concessionaire Portion of the FM Restitution Amount as
contemplated in Section 24.5, the amount of such additional
debt shall not be included in Dtd for the purpose of calculating
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Notation Definition
the Net Leverage Ratio.
RW is the total cost of rectification works to bring the Project Assets,
excluding Commercial Assets to their condition prior to the occurrence
RW
of the relevant Force Majeure Event in accordance with the MPSS and
otherwise in accordance with the Concession Agreement.
Incremental amount of paid-in Equity pertaining to the development of

the ITS Terminal except for costs attributable to the Commercial
Business and the Annual Concession Payments (excluding retained
earnings of the Concessionaire), infused during interval t.
Provided that if
Et
then Et shall be deemed equal to:
Dist Distributions paid by the Concessionaire during interval t.
EIRRt6mon is the semi-annual return on equity defined as:
EIRRt6mon = -1
EIRRt6mon
where:
EIRRyt = 12%
Any and all reasonable breakage costs assessed, incurred or sustained

by or against the Grantor resulting from the suspension, breach and/or
TGov termination of this Concession Agreement including costs pertaining to
Independent Consultant or Expert. Provided, none of the above costs or
expenses shall be paid twice.
130
SCHEDULE 9: APPROVED SUBCONTRACTORS
Sr. No. Name of Subcontractor
1. Megawide Construction Corporation
2. WM Property Management, Inc.
131
SCHEDULE 10: HANDBACK REQUIREMENTS
1. Introduction
1.1. This Annex provides the requirements to be complied with by the
Concessionaire at Transfer Date or Termination Date, as the case may be.
2. Handback Requirements
2.1. Condition of the Project Assets: On the Transfer Date or Termination Date, as the
case may be, Project Assets shall be in a condition which is:
(i) consistent with their design and construction in accordance with the
provisions of Section 10 (Design and Construction of the Works) of the
(ii) necessary or expedient for the continued efficient and economical
Operation and Maintenance in accordance with the provisions of Section 15
(Operation, Maintenance and Services) of the Concession Agreement, on the
basis that the Project Assets will continue to be operated until their
remaining useful economic life in accordance with the Prudent Industry
Practices.
2.2. All Relevant Consents are current and remain in force without restrictions or
amendments and will remain so for a period of six (6) months following the
Transfer Date;
2.3. Documentation: Six (6) months prior to the Transfer Date, the Concessionaire
should produce a written record of the following matters:
a. Employees
(i) a full list of all employees of the Concessionaire engaged in the
Operation and Maintenance of the ITS Terminal, containing details of
claims from any such employees; and
b. Consents and Plans
(i) an up-to-date plan of the Project showing all buildings or other
structures located thereon and the routes of all roads, service access
and Utility Systems, together with any material third party rights-of-
way or easements;
(ii) copies of all consents, licenses, approvals and agreements given or
received in relation to the Project;
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c. Contracts
(i) a full list of all contracts entered into by the Concessionaire pertaining
to the Project, which the Grantor have agreed shall be permitted to
continue beyond the Transfer Date, shall be provided together with a
note of any claims under such contracts. The Concessionaire shall
provide evidence that all other contracts have been duly terminated
and that no liability is attached with respect to such contracts.
d. Equipment and IT Systems:
(i) a list of various equipment and IT systems used for the Operation and
Maintenance of the Project Assets including Commercial Assets,
together with their description and master passwords where
applicable.;
e. Insurance:
(i) list of all insurance policies undertaken by the Concessionaire
pertaining to the Project;
(ii) details of all claims paid and/or outstanding with a note of any
applicable deductibles.
(Paragraph 2.1, 2.2 and 2.3 together referred to as the "Handback
Requirements").
f. Following the Handback Survey, any deficiencies from the Handback
Requirements will be listed by the Handback Engineer as Handback
Rectification Works. For any deficiency due to normal wear and tear in
normal course of the usage of the Project Assets, the Concessionaire shall
not be obliged to rectify such deficiency.
133
SCHEDULE 11: CONCESSIONAIRE PERFORMANCE SECURITY
Part 1: Form of Construction Performance Security

To: Department of Transportation and Communications
[Address to be inserted]
(the "Beneficiary")
[Date]
Irrevocable Standby Letter of Credit No. [__]
At the request of the [Concessionaire] (the "Applicant"), we, [name of the bank]
(address of bank), a corporation organized and existing under the laws of the Republic
of the Philippines (the "Issuing Bank") issue this irrevocable, unconditional, standby
letter of credit ("Letter of Credit") in your favour for [insert value] ("Face Value")
effective from [insert date] on the following terms and conditions:
1. DEFINITIONS
Except as provided below, or to the extent that the context requires otherwise,
words and expressions defined in the Agreement shall have the same meaning in
this Letter of Credit:
"Agreement" the Concession Agreement dated [__] entered into between the
Government of the Republic of the Philippines, acting through its Department of
Transportation and Communications and the Applicant.
"Business Day" means a day (other than Saturday and Sunday) when banks are
open for business in Makati City, Philippines.
"Demand" means a demand for a payment under this Letter of Credit in the
form of the Schedule to this Letter of Credit under Clause 6.
"Expiry Date" means the date falling [__] days/months from the date of issue of
this Letter of Credit.
2. ISSUING BANK'S AGREEMENT
(a) The Beneficiary may request drawing or drawings under this Letter of
Credit by submitting to the Issuing Bank a duly completed Demand. All
Demands must be received by the Issuing Bank, as stated in Clause 6,
before close of banking hours on or before the Expiry Date.
134
(b) Subject to the terms of this Letter of Credit, the Beneficiary may request
partial and/or multiple drawings under this Letter of Credit by
submitting a Demand in relation to each such drawing.
(c) Subject to the terms of this Letter of Credit, the Issuing Bank
unconditionally and irrevocably undertakes to the Beneficiary (or such
other payee or payees as the Beneficiary specifies in the Demand) that it
will pay to the Beneficiary (or such other payee or payees) the amount
demanded in that Demand upon the due presentation by the Beneficiary
of the Demand to the Issuing Bank.
(d) We hereby agree to honour each Demand hereunder made in compliance

with this Letter of Credit notwithstanding any objection that the
Applicant might raise against the Beneficiary's entitlement to payment,
by transferring in immediately available funds to the designated account
the amount specified in a demand for payment at the opening of business
on the first or second Business Day following the date of the Demand.
(e) The Letter of Credit shall not be discharged by any change in the Issuing
Bank's constitution, constitution of Beneficiary or that of the Applicant or
change in applicable laws.
(f) All charges, payments, commission and other costs associated with the
opening, amendment and renewal or any other act related to this Letter
of Credit shall be paid by the Applicant. Failure of the Applicant to make
such payments shall not affect our obligation under this Letter of Credit
and the Beneficiary shall be paid the money due to it under this Letter of
Credit without any deduction.
3. RENEWAL AND EXPIRY
(a) This Letter of Credit shall be renewable at the option of the Issuing Bank
and the Issuing Bank shall exercise such option upon receipt of a written
request from the Applicant seeking such renewal.
(b) The Issuing Bank will be released from its obligations under this Letter of
Credit at the close of the banking hour on the Expiry Date.
(c) On the Expiry Date, the obligations of the Issuing Bank under this Letter
of Credit will cease with no further liability on the part of the Issuing
Bank except for any Demand validly presented under the Letter of Credit
that remains unpaid. For the avoidance of doubt, in the event that a
Demand has been made on the Issuing Bank prior to the Expiry Date, the
Issuing Bank's obligation to pay hereunder shall be deemed accrued
notwithstanding that the due date for payment may fall after the Expiry
Date.
135
(d) When the Issuing Bank is no longer under any further obligations under
this Letter of Credit, the Beneficiary must return the original of this Letter
of Credit to the Issuing Bank forthwith.
4. PAYMENTS
All payments under this Letter of Credit shall be made in Philippine Peso and for
value on the due date to the account of the Beneficiary specified in the Demand.
5. DELIVERY OF DEMAND
(a) All Demands under this Letter of Credit shall be presented in full
compliance with the terms and conditions hereof by hand delivery at the
[place] office of the Issuing Bank (or such other address of the Issuing
Bank as the Issuing Bank may from time to time notify the Beneficiary for
this purpose). Any Demand presented after 11.00 am shall be deemed
received on the next working day (other than a Saturday or Sunday).
(b) If a Demand hereunder does not, in any instance, conform to the terms
and conditions of this Letter of Credit, we shall give prompt notice (but
within the first Business Day succeeding the date of such demand) to the
Beneficiary that the Demand was not effected in accordance with the
terms and conditions of this Letter of Credit, stating the reasons therefore
and that we will upon your instructions hold the documents at your
disposal or return the same to you. Upon being notified that a Demand
was not effected in conformity with this Letter of Credit, the Beneficiary
may attempt to correct any such non-conforming Demand and re-submit
such Demand in accordance with the terms and conditions hereof.
[Alternate mechanism(s) for presentation of Demands to be agreed on a case

by case basis with Issuing Bank and Beneficiary and this Clause will be
amended accordingly.]
6. AMENDMENT
(a) Any amendment or cancellation of this Letter of Credit shall be operative

only with the prior written consent of the Beneficiary.
(b) This Letter of Credit sets forth our undertaking and our agreement with
the Beneficiary and such undertaking and such agreement may not in any
way be modified, amended, amplified, or limited by reference to any other
document, instrument, or agreement referred to herein or their
amendments.
7. GOVERNING LAW
This Letter of Credit is issued subject to the International Standby Practices
136
1998 (ISP98), the provisions of which are incorporated into this Letter of Credit,
except to the extent superseded by the express terms and conditions of this
Letter of Credit. To the extent that the provisions of this Letter of Credit are not
governed by ISP98, this Letter of Credit shall be governed by the laws of the
Republic of the Philippines.
8. TRANSFERABLE CREDIT
(a) This Letter of Credit is a transferable credit.
(b) This Letter of Credit is transferable any number of times to such person
as may be specified in a transfer request provided that (i) this Letter of
Credit may only be transferred for the full amount of this Letter of Credit
and not in part; and (ii) transfer may only be made to a person or entity
who has been appointed as a successor of the Beneficiary.
(c) Transfer of the letter of Credit to successor shall be effective only by the
presentation to the Issuing Bank of this Letter of Credit accompanied by a
transfer request.
(d) The Issuing Bank shall be obliged to effect the requested transfer unless
the Issuing Bank, within ten (10) Business Days of receipt of the transfer
request objected to the proposed transfer certifying that such transfer
would or could reasonably be expected to result in it being in breach of a
law or regulation applicable to it.
(e) If the Issuing Bank objects pursuant to the above clause, it shall promptly
notify the Beneficiary and it shall not effect the requested transfer.
(f) If the Issuing Bank is obliged in accordance with Clause 8(d) above to
effect the requested transfer it shall forthwith effect the same to the
designated successor of the Beneficiary by endorsing the transfer on the
reverse of this Letter of Credit and the transfer shall be effective only on
return of this Letter of Credit to the new Beneficiary.
(g) Neither the Beneficiary nor the successor of the Beneficiary shall be liable
to the Issuing Bank for any charges (including commissions, payments,
costs and expenses) of the Issuing Bank payable in connection with the
transfer. Such charges shall be for the account of the Applicant. The
Issuing Bank shall be obliged to effect the transfer regardless of whether
or not those charges have been paid by the Applicant.
(h) No previous Beneficiary shall retain or have the right to make any
Demand. All such rights shall be vested solely in the new Beneficiary.
137
Yours faithfully,
[Issuing Bank]
By:
# Each of the irrevocable standby letter of credit shall be issued by an universal bank or
a commercial bank which is licensed by the Bangko Sentral ng Pilipinas and which is
acceptable to the Grantor.
138
SCHEDULE [__]
FORM OF DEMAND FOR SIGHT PAYMENT
To: [Issuing Bank]
[Date]
Dear Sirs,
Standby Letter of Credit no. [__] (the "Letter of Credit") issued in favour of [__]
pursuant to the terms of the Concession Agreement dated [__] between the Applicant
and the Beneficiary.
We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same
meaning when used in this Demand.
1. We certify that [a sum of [__] is due and payable to the Beneficiary by the
Applicant in accordance with the terms of the Agreement. We therefore demand
payment of the sum of [__]]. [The Applicant has failed to perform its obligations
under the Agreement. We therefore demand payment of the sum of [amount of
security].]
2. Payment should be made to the following account:
Beneficiary:
Account number:
Bank details: Name and address of the Bank, SWIFT number
4. This Demand is being made in accordance with the terms of the Letter of Credit
and the Agreement.
Yours faithfully,
(Authorised Signatory)
For
[Beneficiary]
139
Part 2: Form of Operation Performance Security
To: Department of Transportation and Communications
[Address to be inserted]
(the "Beneficiary")
[Date]
Irrevocable Standby Letter of Credit No. [__]
At the request of the [Concessionaire] (the "Applicant"), we, [name of the bank]
(address of bank), a corporation organized and existing under the laws of the Republic
of the Philippines (the "Issuing Bank") issue this irrevocable, unconditional, standby
letter of credit ("Letter of Credit") in your favour for [insert value] ("Face Value") and
for the account of [insert name of Concessionaire] effective from [insert date] on the
following terms and conditions:
1. DEFINITIONS
Except as provided below, or to the extent that the context requires otherwise,
words and expressions defined in the Agreement shall have the same meaning in
this Letter of Credit:
"Agreement" the Concession Agreement dated [__] entered into between the
Government of the Republic of the Philippines, acting through its Department of
Transportation and Communications and the Applicant.
"Business Day" means a day (other than Saturday and Sunday) when banks are
open for business in Makati City, Philippines.
"Demand" means a demand for a payment under this Letter of Credit in the
form of the Schedule to this Letter of Credit under Clause 6.
"Expiry Date" means the date falling [__] days/months from the date of issue of
this Letter of Credit.
2. ISSUING BANK'S AGREEMENT
(a) The Beneficiary may request drawing or drawings under this Letter of
Credit by submitting to the Issuing Bank a duly completed Demand. All
Demands must be received by the Issuing Bank, as stated in Clause 6,
before close of banking hours on or before the Expiry Date.
(b) Subject to the terms of this Letter of Credit, the Beneficiary may request
partial and/or multiple drawings under this Letter of Credit by
submitting a Demand in relation to each such drawing.
140
(c) Subject to the terms of this Letter of Credit, the Issuing Bank
unconditionally and irrevocably undertakes to the Beneficiary (or such
other payee or payees as the Beneficiary specifies in the Demand) that it
will pay to the Beneficiary (or such other payee or payees) the amount
demanded in that Demand upon the due presentation by the Beneficiary
of the Demand to the Issuing Bank.
(d) We hereby agree to honour each Demand hereunder made in compliance

with this Letter of Credit notwithstanding any objection that the
Applicant might raise against the Beneficiary's entitlement to payment,
by transferring in immediately available funds to the designated account
the amount specified in a demand for payment at the opening of business
on the first or second Business Day following the date of the Demand.
(e) The Letter of Credit shall not be discharged by any change in the Issuing
Bank's constitution, constitution of Beneficiary or that of the Applicant or
change in applicable laws.
(f) All charges, payments, commission and other costs associated with the
opening, amendment and renewal or any other act related to this Letter
of Credit shall be paid by the Applicant. Failure of the Applicant to make
such payments shall not affect our obligation under this Letter of Credit
and the Beneficiary shall be paid the money due to it under this Letter of
Credit without any deduction.
3. INCREASE, RENEWAL AND EXPIRY
(a) This Letter of Credit shall be renewable and/or the value of this Letter of
Credit shall be increased at the option of the Issuing Bank and the Issuing
Bank shall exercise such option upon receipt of a written request from
the Applicant seeking such renewal and/or increase of the value of this
Letter of Credit.
(b) The Issuing Bank will be released from its obligations under this Letter of
Credit at the close of the banking hour on the Expiry Date.
(c) On the Expiry Date, the obligations of the Issuing Bank under this Letter
of Credit will cease with no further liability on the part of the Issuing
Bank except for any Demand validly presented under the Letter of Credit
that remains unpaid. For the avoidance of doubt, in the event that a
Demand has been made on the Issuing Bank prior to the Expiry Date, the
Issuing Bank's obligation to pay hereunder shall be deemed accrued
notwithstanding that the due date for payment may fall after the Expiry
Date.
(d) When the Issuing Bank is no longer under any further obligations under
141
this Letter of Credit, the Beneficiary must return the original of this Letter
of Credit to the Issuing Bank forthwith.
4. INCREASE AND DECREASE OF VALUE OF LETTER OF CREDIT
(a) Subject to the terms of this Letter of Credit, the Beneficiary may before
the Expiry Date request the Issuing Bank to increase or decrease the
value of the Letter of Credit up to [insert value] and the Issuing Bank shall,
upon the request of the Beneficiary, revise the value of the Letter of
Credit.
(b) The Issuing Bank, to effect the requested increase or decrease in the value
of the Letter of Credit, shall forthwith effect the same by either endorsing
the Letter of Credit or by issuance of new Letter of Credit reflecting the
new value of the Letter of Credit.
(c) The Beneficiary shall not be liable to the Issuing Bank for any charges
(including commissions, payments, costs and expenses) of the Issuing
Bank payable in connection with the increase or decrease of the value of
the Letter of Credit. Such charges shall be for the account of the Applicant.
The Issuing Bank shall be obliged to effect the increase or decrease of the
value of the Letter of Credit regardless of whether or not those charges
have been paid by the Applicant.
5. PAYMENTS
All payments under this Letter of Credit shall be made in Philippine Peso and for
value on the due date to the account of the Beneficiary specified in the Demand.
6. DELIVERY OF DEMAND
(a) All Demands under this Letter of Credit shall be presented in full
compliance with the terms and conditions hereof by hand delivery at the
[place] office of the Issuing Bank (or such other address of the Issuing
Bank as the Issuing Bank may from time to time notify the Beneficiary for
this purpose). Any Demand presented after 11.00 am shall be deemed
received on the next working day (other than a Saturday or Sunday).
(b) If a Demand hereunder does not, in any instance, conform to the terms
and conditions of this Letter of Credit, we shall give prompt notice (but
within the first Business Day following the date of such demand) to the
Beneficiary that the Demand was not effected in accordance with the
terms and conditions of this Letter of Credit, stating the reasons therefore
and that we will, upon your instructions, hold the documents at your
disposal or return the same to you. Upon being notified that a Demand
was not effected in conformity with this Letter of Credit, the Beneficiary
may attempt to correct any such non-conforming Demand and re-submit
142
such Demand in accordance with the terms and conditions hereof.
[Alternate mechanism(s) for presentation of Demands to be agreed on a case

by case basis with Issuing Bank and Beneficiary and this Clause will be
amended accordingly.]
7. AMENDMENT
(a) Any amendment or cancellation of this Letter of Credit shall be operative

only with the prior written consent of the Beneficiary.
(b) This Letter of Credit sets forth our undertaking and our agreement with
the Beneficiary and such undertaking and such agreement may not in any
way be modified, amended, amplified, or limited by reference to any other
document, instrument, or agreement referred to herein or their
amendments.
8. GOVERNING LAW
This Letter of Credit is issued subject to the International Standby Practices

1998 (ISP98), the provisions of which are incorporated into this Letter of Credit,
except to the extent superseded by the express terms and conditions of this
Letter of Credit. To the extent that the provisions of this Letter of Credit are not
governed by ISP98, this Letter of Credit shall be governed by the laws of the
Republic of the Philippines.
9. TRANSFERABLE CREDIT
(a) This Letter of Credit is a transferable credit.
(b) This Letter of Credit is transferable any number of times to such person
as may be specified in a transfer request provided that (i) this Letter of
Credit may only be transferred for the full amount of this Letter of Credit
and not in part; and (ii) transfer may only be made to a person or entity
who has been appointed as a successor of the Beneficiary.
(c) Transfer of the letter of Credit to successor shall be effective only by the
presentation to the Issuing Bank of this Letter of Credit accompanied by a
transfer request.
(d) The Issuing Bank shall be obliged to effect the requested transfer unless
the Issuing Bank, within ten (10) Business Days of receipt of the transfer
request objected to the proposed transfer certifying that such transfer
would or could reasonably be expected to result in it being in breach of a
law or regulation applicable to it.
(e) If the Issuing Bank objects pursuant to the above clause, it shall promptly
143
notify the Beneficiary and it shall not effect the requested transfer.
(f) If the Issuing Bank is obliged in accordance with Clause 9(d) above to
effect the requested transfer it shall forthwith effect the same to the
designated successor of the Beneficiary by endorsing the transfer on the
reverse of this Letter of Credit and the transfer shall be effective only on
return of this Letter of Credit to the new Beneficiary.
(g) Neither the Beneficiary nor the successor of the Beneficiary shall be liable
to the Issuing Bank for any charges (including commissions, payments,
costs and expenses) of the Issuing Bank payable in connection with the
transfer. Such charges shall be for the account of the Applicant. The
Issuing Bank shall be obliged to effect the transfer regardless of whether
or not those charges have been paid by the Applicant.
(h) No previous Beneficiary shall retain or have the right to make any
Demand. All such rights shall be vested solely in the new Beneficiary.
Yours faithfully,
[Issuing Bank]
By:
# Each of the irrevocable standby letter of credit shall be issued by an universal bank or
a commercial bank which is licensed by the Bangko Sentral ng Pilipinas and which is
acceptable to the Grantor.
144
SCHEDULE [__]
FORM OF DEMAND FOR SIGHT PAYMENT
To: [Issuing Bank]
[Date]
Dear Sirs,
Standby Letter of Credit no. [__] (the "Letter of Credit") issued in favour of [__]
pursuant to the terms of the Concession Agreement dated [__] between the Applicant
and the Beneficiary.
We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same
meaning when used in this Demand.
1. We certify that [a sum of [__] is due and payable to the Beneficiary by the
Applicant in accordance with the terms of the Agreement. We therefore demand
payment of the sum of [__]]. [The Applicant has failed to perform its obligations
under the Agreement. We therefore demand payment of the sum of [amount of
security].]
2. Payment should be made to the following account:
Beneficiary:
Account number:
Bank details: Name and address of the Bank, SWIFT number
4. This Demand is being made in accordance with the terms of the Letter of Credit
and the Agreement.
Yours faithfully,
(Authorised Signatory)
For
[Beneficiary]
145
SCHEDULE 12: ENVIRONMENTAL MATTERS
Part 1: EHS Guidelines

(Enclosed)
146
SCHEDULE 13: BASELINE TERMINAL PLANS
Major and Preventive Maintenance

Year Date
Costs (PHP)
CONSTRUCTION PERIOD
1 0
2 0
OPERATIONS PERIOD
3 end of 4th Quarter 2,000,000*
4 end of 4th Quarter 2,080,000
* With an escalation rate of 4% per year.
147
Major and Preventive Maintenance
Year Date
Costs (PHP)
148
SCHEDULE 14: OPERATING FRANCHISE PARTICULARS
Part 1: Form of Operating Franchise
Republic of the Philippines

Department of Transportation and Communications
[Date]
[Name of Applicant]
[Address of Applicant]
Attention: [Name of Authorized Representative of Applicant]
Gentlemen:
Re: Operating Franchise for Operation and Maintenance of [ITS Terminal]
This has reference to the application of [name of applicant] for an Operating Franchise for
the operation and maintenance of the [ITS Terminal], which was received by the Grantor
on [date the application was received]. This application was made pursuant to the terms
and conditions of the Concession Agreement executed among the Grantor and [name of
Concessionaire] on [Signing Date]. For the avoidance of doubt, all capitalized terms used
here shall have the meanings assigned to them in Section 1.1 of the Concession
Agreement.
The Grantor finds that the application of [name of applicant] and the accompanying
supporting documents submitted comply with all of the terms, requirements and
procedures provided in Section 15.2 (Facility Operator) and Part 2 of Schedule 14 of the
Concession Agreement. As such, the request of [name of applicant] for the issuance of an
Operating Franchise for the operation and maintenance of the [ITS Terminal] is hereby
granted.
Beginning on [(date when applicant may commence operations of ITS Terminal)], [name
of applicant] may operate and maintain the ITS Terminal and charge, collect and retain
fares paid by users of the ITS Terminal in accordance with the requirements of the
Concession Agreement, the Operation and Maintenance Requirements, Relevant Rules
and Procedures and Prudent Industry Practice.
Please be guided accordingly.

__________________________________________
JOSEPH EMILIO AGUINALDO ABAYA
DOTC SECRETARY
149
Part 2: Operating Franchise Particulars
1. Requirements for Operating Franchise
1.1 Basic Requirements
Any applicant for an Operating Franchise must submit the following:
o Proof of applicant’s incorporation with the Philippine Securities and

Exchange Commission;
o Proof that sixty percent (60%) of the applicant’s voting shares of stock are
owned by citizens of the Philippines;
o Proof that the participation of foreigners in the governing body of the

applicant is limited to their proportionate share in its capital;
o Proof that all of the executive and managing officers of the applicant are
citizens of the Republic of the Philippines;
o If the applicant is not the Concessionaire, a copy of the O&M Agreement

duly authorized and validly executed by the Concessionaire and the
applicant, pursuant to Section 15.2.d(2) of the Concession Agreement; and
o Proof that the applicant has complied with all Relevant Rules and
Procedures relating to public utilities and the specific services which it
intends to perform.
1.2 Additional Requirements if Application is filed During Lock-Up Period
o Copy of the Technical Services Agreement duly authorized and validly

executed by the O&M Sponsor, the Concessionaire and the Facility
Operator, pursuant to Sections 15.2.d(1) and 15.2.b of the Concession
Agreement, as may be applicable; and
o If the applicant is not the Concessionaire and O&M Sponsor is not a PTO,
proof that the O&M Sponsor owns at least thirty percent (30%) of the
voting shares of the applicant, pursuant to Section 6.4 of the Concession
Agreement.
o If the applicant is not the Concessionaire and O&M Sponsor is a PTO, proof
that the O&M Sponsor owns at least thirty percent (30%) but not more
than thirty three percent (33%) of the voting shares of the applicant,
pursuant to Section 6.4 and 6.5.b of the Concession Agreement.
150
2. Procedure
2.1 Grounds for Requiring an Operating Franchise
An application for an Operating Franchise must be submitted:

o For operation and maintenance of the ITS Terminal;
o Whenever there is a change in entity that the Concessionaire proposes to
operate and maintain the ITS Terminal.
2.2 Period for Filing Application for Operating Franchise
The application for the Operating Franchise for the ITS Terminal, together with
all of the applicable requirements described in Section 1 of Part 2 of this Schedule
14, must be filed with the Grantor no later than thirty (35) days prior to the
anticipated target date for achieving the Completion Date under the Concession
Agreement but in any event before the Required Completion Date.
If a different entity will operate and maintain the ITS Terminal from the entity
which has been granted the Operating Franchise for the ITS Terminal, then the
application for the Operating Franchise for the ITS Terminal, together with all of
the applicable requirements described in Section 1 of Part 2 of this Schedule 14,
must be filed with the Grantor no later than fifteen (15) calendar days after the
issuance by the Independent Consultant of the Provisional Acceptance Certificate
or Final Acceptance Certificate, as may be applicable in respect of the ITS
Terminal.
The application for an Operating Franchise upon a change in entity proposed to

operate and maintain the ITS Terminal must be filed no later than forty-five (45)
days prior to the date upon which the new entity is intended to take over
operation and maintenance.
2.3 Requirements for Application for Operating Franchise
The application for the Operating Franchise must be in writing, signed by the
authorized representative of the proposed Facility Operator, and duly notarized.
It must be accompanied by all the necessary documents required to meet the
applicable requirements described in Section 1 of Part 2 of this Schedule 14.
2.4 Decision on Application for Operating Franchise
Within thirty (30) days from the receipt by the Grantor of the application and all
of the applicable documents as enumerated in Section 1 of Part 2 of this Schedule
14, the Grantor shall issue to the applicant an Operating Franchise, in the format
151
provided in Part 1 of this Schedule 14, authorizing it to operate and maintain the
ITS Terminal, as may be applicable, and to charge, collect and retain the Terminal
Fee Revenue in accordance with the terms and conditions of the Concession
Agreement.
152
SCHEDULE 15: REQUIREMENTS FOR O&M AGREEMENT AND
TECHNICAL SERVICES AGREEMENT
Part 1: Requirements for O&M Agreement
The Operation and Maintenance Agreement ("OMA") between the Concessionaire and
the Facility Operator must contain the following terms and conditions as a minimum:
1. Term: The term of the OMA should extend for the entire period that the
Concessionaire engages a Facility Operator.
2. Scope: The OMA should demonstrate that all of the expertise and know-how
of the Facility Operator (including that made available to the Facility Operator
pursuant to the Technical Services Agreement ("TSA") and/or other relevant
contracts) will be made available to the Concessionaire, and that, on expiry of
the term of the OMA, that expertise and know-how will have been made
available to the Concessionaire such that the latter can operate and maintain
the ITS Terminal on its own. The services to be provided should be in
connection with the following:
a. the commissioning and testing of the ITS Terminal; and
b. the operation and maintenance of the ITS Terminal.
3. Services: The services to be provided by the Facility Operator should include

all of the operation and maintenance activities for the ITS Terminal.
4. Standards: The OMA should reflect or be consistent with the relevant

technical provisions of the Concession Agreement, including Schedules 1 to
22. The Facility Operator must undertake to provide its services so as to assist
and enable the Concessionaire to comply with its obligations under the
Concession Agreement. The Facility Operator must further confirm that it is
familiar with the Project Execution Plan which forms part of the Technical
Proposal, that it considers this plan achievable and that it will perform its
services under the OMA so as to enable the Concessionaire to comply
therewith.
5. Personnel: Senior staff to be supplied on a permanent or long-term basis

should, where possible, be identified by name in the OMA and the required
qualifications and experience of the holder of each post should be set out.
6. Communications: The OMA must set out clear lines of communication

between the Facility Operator and the Concessionaire.
153
7. Intellectual Property: All intellectual property either developed by the
Parties under the OMA or made available to the Concessionaire thereunder
must be made available on the basis of an irrevocable licence that is either
jointly to the Grantor and the Concessionaire or, if only to the latter, on terms
that it is fully assignable to the Grantor.
8. Remuneration: The payment to the Facility Operator should represent a

reasonable payment for services and know-how and should not be a disguised
dividend.
9. Assignment: The Facility Operator shall have no right to assign its rights and
obligations under the OMA.
10. Force Majeure: There should be no right for the Facility Operator to suspend
the performance of its services by reason of force majeure (however defined)
save only for circumstances in which the Concessionaire is entitled to relief
under the Concession Agreement (and in such a case the Facility Operator
must be obliged to continue to provide services insofar as possible to enable
the Concessionaire to mitigate or overcome the Force Majeure in question).
11. Termination: The OMA should not be terminable by the Facility Operator for
any reason other than material breach of the terms of the OMA by the
Concessionaire or the insolvency of the Concessionaire. Termination should
not affect any intellectual property licensed to the Concessionaire. No
termination should take effect until a replacement Facility Operator has been
appointed and has obtained an Operating Franchise.
12. Rights of Grantor: The Grantor should be satisfied that on early termination
of the Concession Agreement, the OMA will continue in force for enough time
to allow the Concessionaire to carry out its obligations concerning ongoing
operation and maintenance. Further, upon the exercise by the Grantor of its
step-in rights under the Concession Agreement, the Facility Operator should
remain obliged to provide services to the benefit of the Grantor subject to
continuing payment of its payments.
154
Part 2: Requirements for Technical Services Agreement
The Technical Services Agreement ("TSA") between the O&M Sponsor (the "TS
Provider"), the Concessionaire and the Facility Operator (if applicable) must contain
the following terms and conditions as a minimum:
1. Term: The term of the TSA should extend for the entire duration of the Lock-
Up Period.
2. Parties: The TS Provider must be the O&M Sponsor or an Affiliate of the O&M
Sponsor benefitting from a guarantee from the O&M Sponsor in form and
substance satisfactory to the Grantor (in their absolute discretion).
3. Scope: The TSA should demonstrate that all of the expertise and know-how of
the TS Provider will be made available on a permanent basis to the
Concessionaire/Facility Operator so that, upon the expiry of the term of the
TSA, sufficient expertise and training have been provided to the
Concessionaire/Facility Operator such that it can operate and maintain the
ITS Terminal on its own in connection with the following:
a. the commissioning and testing of the ITS Terminal; and
b. the operation and maintenance of the ITS Terminal.
4. Services: The services provided by the TS Provider should at the minimum

include the following:
a. the preparation of policies and procedures (including relevant manuals

and documentation);
b. the provision of training;
c. the provision of senior staff (whether kept in the TS Provider's own

organization or seconded to the Concessionaire/Facility Operator of
which a minimum of four (4) senior staff must be based full time in
[city]);
d. access to the corporate knowledge of the TS Provider (through

telephone/email "hotlines," the provision for short term secondment
of experts or any combination of these or of other methods);
e. the sharing of intellectual property developed by the TS Provider; and
f. the provision of special tools, software and diagnostic equipment when

required.
5. Standards: The TSA should reflect or be consistent with the relevant

technical provisions of the Concession Agreement, including Schedules 1 to
22. The TS Provider must undertake to provide its services so to assist and
enable (a) the Concessionaire to comply with its obligations under the
155
Concession Agreement and (b) the Facility Operator to comply with its
obligations under the O&M Agreement. The TS Provider must further confirm
that it is familiar with the Project Execution Plan which forms part of the
Technical Proposal, that it considers this plan achievable and that it will
perform its services under the TSA so as to enable the Concessionaire/Facility
Operator to comply therewith.
6. Personnel: Senior staff to be supplied on a permanent or long-term basis

should, where possible, be identified by name in the TSA and the required
qualifications and experience of the holder of each post should be set out.
7. Communications: The TSA must set out clear lines of communication

between the TS Provider and the Concessionaire/Facility Operator.
8. Intellectual Property: All intellectual property either developed by the

Parties under the TS Agreement or made available to the
Concessionaire/Facility Operator thereunder must be made available on the
basis of an irrevocable licence that is either jointly to the Grantor and the
Concessionaire/Facility Operator or, if only to the latter, on terms that it is
fully assignable to the Grantor.
9. Remuneration: Payments to the TS Provider should represent a reasonable

payment for services and know-how and should not be a disguised dividend.
Any rate structure must be compatible with the payment structure under the
O&M Agreement.
10. Assignment: The TS Provider shall have no right to assign its rights and
obligations under the TSA.
11. Force Majeure: There should be no right for the TS Provider to suspend the
performance of its services by reason of force majeure (however defined),
save only for circumstances in which the Concessionaire is entitled to relief
under the Concession Agreement (and in such a case, the TS Provider must be
obliged to continue to provide services insofar as possible to enable the
Concessionaire to mitigate or overcome the force majeure in question).
12. Termination: The TSA should not be terminable by the TS Provider for any
reason other than material breach of the terms of the TSA by the
Concessionaire/Facility Operator or the insolvency of the
Concessionaire/Facility Operator. Termination should not affect any
intellectual property licensed to the Concessionaire/Facility Operator.
13. Rights of Grantor: The Grantor should be satisfied that on early termination
of the Concession Agreement, the TSA will continue in force for enough time
to allow the Concessionaire/Facility Operator to carry out its obligations
concerning ongoing operation and maintenance. Further, upon the exercise
by the Grantor of its step-in rights under the Concession Agreement, the TS
Provider should remain obliged to provide services to the benefit of the
Grantor subject to continuing payment of its Payments.
156
14. Equity: Throughout the Lock-Up Period, the TS Provider must undertake to
own a minimum of thirty percent (30%) of the outstanding shares entitled to
vote of the Facility Operator and must have at least one director on the
governing board of the Facility Operator. [This obligation only applies if a
Facility Operator approach is used.]
157
SCHEDULE 16: INDEPENDENT CONSULTANT – FORM OF
APPOINTMENT
DATED [__]
(1) [GRANTOR]
(2) [CONCESSIONAIRE]
(3) [INDEPENDENT CONSULTANT]
INDEPENDENT CONSULTANT
FORM OF APPOINTMENT
158
Table of Contents
1. DEFINITIONS AND INTERPRETATION

2. APPOINTMENT
3. INDEPENDENT CONSULTANT'S OBLIGATIONS
4. VARIED IC SERVICES
5. REMUNERATION
6. STAFF
7. COMMENCEMENT AND DURATION
8. LIMITATIONS ON AUTHORITY
9. TERMINATION
10. CONFIDENTIAL INFORMATION
11. PROFESSIONAL INDEMNITY INSURANCE
12. NOTICE
13. ASSIGNMENT
14. CUMULATIVE RIGHTS AND ENFORCEMENT
15. PROHIBITED MATERIALS
16. STEP-IN PROVISIONS
17. IC PROJECT DOCUMENTS
18. WAIVER
19. SEVERABILITY
20. COUNTERPARTS
21. VARIATION
22. DISPUTES RESOLUTION PROCEDURE
23. GOVERNING LAW AND JURISDICTION
24. ENTIRE AGREEMENT
25. LIMITATION OF LIABILITY
26. INDEPENDENT CONTRACTOR, NO PARTNERSHIP
SCHEDULE 1 – IC SERVICES
SCHEDULE 2 – IC FEE
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THIS AGREEMENT is made on [__]
AMONG -
(1) GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES, acting through

its DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS
(hereinafter referred to as the "DOTC") with office address at the [__],
Manila, represented herein by its Secretary, [__]; (hereinafter referred to as
the "Grantor");
(2) [__] a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines with office address at [__],
represented herein by its President/Chief Executive Officer [__] (hereinafter
referred to as the "Concessionaire"); and
(3) [__] (the "Independent Consultant"),
each a "Party" and together the "Parties" to this Agreement.
WHEREAS:-
(A) The Concessionaire and the Grantor have entered into an agreement,
pursuant to the approval by the Investment Coordination Committee and the
Board of the National Economic and Development Authority of the Republic
of the Philippines for the development and implementation of a project in
accordance with the BOT Law for the: (i) engineering, procurement,
construction and financing of the ITS Terminal; and (ii) operation and
maintenance of the ITS Terminal (the "Project"), under the terms of which
the Concessionaire and the Grantor have agreed to appoint an Independent
Consultant (the "Concession Agreement").
(B) The Concessionaire has entered into or will enter into Works Subcontracts
with [__] (company details) (the "Works Subcontractor"), [and has entered
into or will enter into the Technical Services Agreement with [__] (company
details) (the “O&M Sponsor”) and the O&M Agreement with [__] (company
details) (the "Facility Operator")].†
(C) The Independent Consultant is an independent adviser who will provide

services to the Concessionaire and the Grantor.
(D) The Concessionaire and the Grantor have agreed jointly to engage the
Independent Consultant upon the terms of this Agreement to carry out the
duties and obligations ascribed to the Independent Consultant in the
IT IS AGREED:-
†
Note: This will be amended to refer to TSA only if no Facility Operator used by the
Concessionaire (with the necessary consequential amendments throughout this Schedule [__]).
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1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:-
"Documents" means the Concession Agreement, the Works
Subcontract, the Finance Documents, [the O&M
Agreement, the Technical Services Agreement], , and
any attachment, annexure or schedule thereto or
document referred to therein;
"IC Project Documents" means (to the extent such documents are relevant to
the IC Services) all technical information (whether or
not stored in computer system and including schedules,
details, checking matrices, programmes, budgets,
reports and minutes of meetings), drawings, models,
bills of quantities, specifications, schedules, details,
plans, programmes, budgets, reports, calculations or
other documents whatsoever provided or to be
provided by the Independent Consultant in connection
with the Project; and
"Relevant Parties" means the Concessionaire and the Grantor.
1.2 Unless the context otherwise requires or this Agreement specifically provides
otherwise, words and expressions defined in the Concession Agreement have the
same meanings in this Agreement as in the Concession Agreement provided that
no change to the Concession Agreement shall have the effect of increasing,
extending or varying the Independent Consultant's obligations under this
Agreement unless otherwise agreed by the Independent Consultant or
implemented as a Varied IC Service in accordance with Section 4.
1.3 The headings in this Agreement are for convenience of reference only.
1.4 Unless the context otherwise requires, all references to Sections and Schedules
are references to Sections of and Schedules to this Agreement.
1.5 Words importing the singular meaning include the plural meaning and vice
versa.
1.6 Words denoting the masculine gender include the feminine and neuter genders
and words denoting natural persons include corporations and firms and all such
words shall be construed interchangeably in this manner.
1.7 Reference in this Agreement to any Relevant Rules and Procedures includes and
refers to any amendment or re-enactment thereof from time to time and for the
time being in force.
1.8 If any Party to this Agreement is a partnership then the provisions of this
Agreement shall bind each and every present and future partner of such
partnership jointly and severally.
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1.9 References to the Concessionaire shall be deemed to include successors in title
and assignees of the Concessionaire.
2. APPOINTMENT
2.1 The Concessionaire and the Grantor jointly appoint the Independent Consultant
to perform the obligations and tasks which are ascribed to the Independent
Consultant under the Concession Agreement and which are set out in Schedule 1
(the "IC Services"), upon the terms and conditions set out below (the
"Appointment").
2.2 Subject to Sections 3.6 and 3.7, all approvals, instructions, consents and
directions to be given, and all requests, decisions, notices and arrangements to
be made by the Relevant Parties under this Agreement shall not be unreasonably
withheld or delayed and shall be given or made jointly in writing signed by the
nominated representative of the Concessionaire on behalf of the Concessionaire
and the nominated representative of the Grantor on behalf of the Grantor (in
both cases, the nominated representatives shall be appointed in accordance with
Section 20 (Project Management) of the Concession Agreement).
3. INDEPENDENT CONSULTANT'S OBLIGATIONS
3.1 The Independent Consultant shall provide the IC Services set out in Schedule 1
and any Varied IC Services (pursuant to Section 4).
3.2 The Independent Consultant undertakes and warrants to the Relevant Parties
that it has carried out and performed and shall carry out and perform the IC
Services and Varied IC Services and its duties under this Agreement:-
3.2.1 exercising all the reasonable skill, care and attention to be expected of a
competent independent consultant experienced in carrying out services
for works of a similar nature, value, complexity and time scale to those
parts of the Project to which the provision of the IC Services relates;
3.2.2 in accordance with good faith;
3.2.3 in accordance with all Relevant Rules and Procedures; and
3.2.4 in accordance with Prudent Industry Practice.
3.3 In addition (but subject to Section 3.2) the Independent Consultant shall:-
3.3.1 promptly and efficiently perform the IC Services and Varied IC Services as
soon as reasonably practicable but consistent with the standards
specified in Sections 3.2 and 3.5 and so as to achieve the Milestones set
out in Section 4.2 (Milestones) of the Concession Agreement;
3.3.2 perform the IC Services and Varied IC Services in such manner and at such
time so that no act or omission in breach of this Agreement or default by
the Independent Consultant shall cause any of the Relevant Parties to be
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in material breach of any of the Documents or to otherwise give rise to a
claim against or reduce any entitlement of those parties;
3.3.3 keep the Relevant Parties fully and properly informed on all aspects of the
IC Services and Varied IC Services and provide the Relevant Parties with
such information and comments as they may from time to time require
from the Independent Consultant with regard to the IC Services and
Varied IC Services promptly and in good time so as not to delay or disrupt
the progress of the Project; and
3.3.4 comply with all reasonable instructions given to it by the Relevant Parties
except and to the extent that the Independent Consultant reasonably
considers (subject to Section 4) that any such instructions vary or might
vary the IC Services or Varied IC Services or its authority or
responsibilities under this Agreement or prejudice or might prejudice the
exercise by the Independent Consultant of its professional judgment. The
Independent Consultant shall promptly confirm in writing to the Relevant
Parties whether or not it shall comply with any such instruction setting
out the grounds upon which the decision is made. All instructions to the
Independent Consultant shall be given in writing jointly by the Relevant
Parties.
3.4 Except insofar as may be expressly provided in Schedule 1 to this Agreement or
save where instructed to do so pursuant to a Varied IC Service, the Independent
Consultant shall not, without the prior written approval of a Relevant Party, have
authority to act on behalf of that Relevant Party in relation to any matter in
connection with the Project or otherwise and shall not hold itself out as having
such authority to act on behalf of any of the Relevant Parties. The Independent
Consultant shall not express an opinion on and shall not interfere with or give
any advice or opinion or make any representation in relation to any matters
which are beyond its role and responsibilities under this Agreement.
3.5 The Independent Consultant hereby undertakes to perform all the duties to be
performed by the Independent Consultant under this Agreement in good faith,
independently, fairly and impartially as between the Relevant Parties and is to
have due, equal and proper regard to any representations made by or on behalf
of the Relevant Parties, the Works Subcontractor, the Facility Operator or any of
them, but not so as to exclude the exercise of independent judgement such that
the Independent Consultant shall not be bound to comply with any
representations made by them or by any one of them in connection with any
matter on which the Independent Consultant is required to exercise its
professional judgement.
3.6 Where, in the performance of the IC Services or Varied IC Services, the
Independent Consultant seeks or is obliged to seek the approval or agreement of
the Relevant Parties or any of them to any matter or issue, the giving or
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confirming of the same shall not in any way derogate from the Independent
Consultant's obligations under this Agreement nor diminish any liability on its
part for breach of such obligations and no inquiry, inspection, comment, consent,
decision or instruction at any time made or given by or on behalf of the Relevant
Parties shall operate to exclude or limit the obligations of the Independent
Consultant to carry out the IC Services or Varied IC Services in accordance with
the obligations contained in this Agreement.
3.7 The Independent Consultant acknowledges that save as provided for in Section
25 nothing contained in this Agreement shall prejudice or affect its liability in
tort to any of the Parties.
3.8 The Concessionaire shall provide the Independent Consultant with copies of the
Documents promptly following the date of this Agreement. To the extent that the
Concessionaire shall have provided the Independent Consultant with true and
accurate copies of the Documents the Independent Consultant shall be deemed
to have full knowledge of the provisions of the Documents as relate to the IC
Services and shall be deemed to be aware of and to have taken full account of all
the undertakings and warranties both expressed and implied, on the part of the
Relevant Parties which are set out in the Documents (or parts thereof, as
applicable).
3.9 Without prejudice to the Independent Consultant's obligations under this
Agreement, the Independent Consultant agrees and acknowledges that:-
3.9.1 it shall be deemed to have obtained for itself all necessary information as
to the risks, contingencies and any other circumstances which might
reasonably influence the performance of its obligations under this
Agreement; and
3.9.2 it shall be responsible for, and shall make no claim against the Relevant
Parties in respect of any misunderstanding affecting the basis of the
Independent Consultant's proposals (in respect of the IC Services and
Varied IC Services).
4. Varied IC Services
4.1 The Independent Consultant shall carry out and perform any additional and/or
varied services required for the implementation of the Project reasonably
required by the Relevant Parties which are not included in, or which are omitted
from, the IC Services (the "Varied IC Services"), subject to prior agreement by
the Grantor and the Concessionaire to the costs thereof which shall be calculated
by reference to the hourly rates set out in Schedule 2.
4.2 If the Independent Consultant shall at any time be required to perform Varied IC
Services, it shall give to the Grantor and the Concessionaire a written estimate of
the cost thereof (taking into account any reduction in work or other expense
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which might also occur as a result of the circumstances giving rise to the Varied
IC Services).
4.3 Where a change to the Project occurs pursuant to the terms of the Concession
Agreement which may materially impact on the IC Services or otherwise on the
Independent Consultant, the Concessionaire shall promptly notify the
Independent Consultant of such change. The Independent Consultant within
[twenty (20)] days of receiving such notification, notify the Relevant Parties of
the impact of such change, if any, on the IC Services, including whether such
change gives rise to any Varied IC Services and the provisions of this Section 4
shall apply accordingly.
5. REMUNERATION
5.1 The Fee (as defined in Schedule 2 (IC Fee)) for the IC Services provided by the
Independent Consultant in relation to the Concession Agreement shall be shared
equally by (1) the Grantor; and (2) the Concessionaire (for the avoidance of
doubt, being fifty percent (50%) by the Concessionaire and fifty percent (50%)
by the Grantor). The Grantor shall be responsible for remitting the full amount of
the Independent Consultant’s fees and expenses to the Independent Consultant.
The Concessionaire shall, within seven (7) days from receipt of written notice
from the Grantor, reimburse to the Grantor fifty percent (50%) of the full amount
paid by the Grantor to the Independent Consultant. The Fee is exclusive of any
taxes which may be imposed by Philippine taxing authorities and is inclusive of
disbursements. The Fee is exclusive of any taxes which may be imposed by
Philippine taxing authorities and is inclusive of disbursements.
The Independent Consultant shall issue invoices to each of the Concessionaire
and the Grantor (in respect of their respective fifty percent (50%) shares) in
accordance with the provisions of Schedule 2 Part 1. The date on such invoice
shall constitute the due date for the purposes of the sum claimed. The final date
for payment of the full amount by the Grantor shall be thirty (30) days after the
date of receipt of the relevant invoice. If Varied IC Services are agreed and
provided then they shall likewise be paid for equally by (1) the Grantor; and (2)
the Concessionaire (for the avoidance of doubt, being fifty percent (50%) by the
Concessionaire and fifty percent (50%) by the Grantor) in accordance with the
terms as herein set forth or as otherwise agreed.
5.2 Not later than seven (7) days after each due date ascertained in accordance with
Section 5.1, the Grantor may give written notice to the Independent Consultant
stating the amounts which the Grantor proposes to pay and the basis on which
the amount of work completed in accordance with Section 3 hereof.
5.3 Where the Grantor intends to withhold payment of any sum stated in an invoice
for reasons of non-performance of the Independent Consultant’s Obligations
under Section 3, the Grantor shall give written notice thereof to the Independent
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Consultant not later than seven (7) days before the final date for payment
applicable thereto pursuant to Section 5.1. The notice shall state the amount
proposed to be withheld and the ground or grounds for withholding the relevant
amount and, if there is more than one (1) ground, the notice shall identify the
amount attributable to each ground.
5.4 Save in respect of any sums validly withheld pursuant to Section 5.3, if the
Grantor fails to pay the Independent Consultant any sum payable to it under this
Agreement by the final date for payment thereof, the Grantor shall, subject to
Section 17.8 (Grantor Payment) of the Concession Agreement, pay the
Independent Consultant simple interest on the sum due from the final date for
payment until the actual date of payment thereof at the Late Payment Rate.
5.5 If the Grantor fails to pay the amount properly due pursuant to the foregoing
provisions of this Section 5 and no notice to withhold payment has been given
pursuant to Section 5, the Independent Consultant may suspend performance of
any or all of the IC Services. This right is subject to the Independent Consultant
first giving the Grantor not less than fourteen (14) days notice in writing of such
intention stating the grounds for suspension. The right to suspend performance
as aforesaid shall cease when the Grantor pays the amount properly due.
5.6 Neither the Grantor nor the Concessionaire shall issue instructions or do
anything which does or is reasonably likely materially to increase the payments
payable to the Independent Consultant without the prior approval of the other
(such approval not to be unreasonably withheld or delayed).
5.7 As soon as the Independent Consultant becomes aware of the same and before
acting on the same, the Independent Consultant shall inform the Grantor and the
Concessionaire of any instructions which either party has given it which shall or
could reasonably be expected to increase the payments payable to the
Independent Consultant under the terms of this Agreement. The Independent
Consultant shall if requested by either the Concessionaire or the Grantor provide
both the Grantor and the Concessionaire with as detailed an estimate as is
reasonably practicable of the increase to the payments payable to it if it carries
out such instructions. The estimate of increased payments shall be based upon
the rates contained in Schedule 2 (IC Fee) to this Agreement.
5.8 The obligations of the Concessionaire and the Grantor to pay the Independent
Consultant for performing the IC Services and any Varied IC Services shall be
several and not joint.
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6. STAFF
6.1 Subject to Section 6.2, the Independent Consultant shall use [insert name] and
[insert name] in connection with the performance of the IC Services and Varied IC
Services and such persons' services shall be available when necessary for so long
as may be necessary to ensure the proper performance by the Independent
Consultant of the IC Services and Varied IC Services. Such persons shall have full
authority to act on behalf of the Independent Consultant for all purposes In
connection with this Agreement.
6.2 The Independent Consultant may by written notice to the Grantor and
Concessionaire replace the staff identified in Section 6.1 taking account the need
for liaison, continuity, level of qualification and availability of personnel in
respect of the Project. Such replacement shall be subject to approval in writing
by the Grantor and Concessionaire (not to be unreasonably withheld or delayed).
7. COMMENCEMENT AND DURATION
7.1 The IC Services shall commence on the date of this Agreement.
7.2 The Independent Consultant agrees that this Agreement governs all IC Services
and Varied IC Services provided by the Independent Consultant in relation to the
Project whether before or after the date hereof.
7.3 This Agreement shall terminate on the earlier of the completion of the
Independent Consultant's performance of its obligations under this Agreement
and the termination of the Independent Consultant's appointment under this
Agreement pursuant to Section 9 of this Agreement.
8. LIMITATIONS ON AUTHORITY
The Independent Consultant shall not -
8.1 make or purport to make any alteration or addition to or omission from the
design of the Project (including, without limitation, the setting of performance
standards); or
8.2 issue any instruction or direction to any contractor or professional consultant
employed or engaged in connection with the Project; or
8.3 consent or agree to any waiver or release of any obligation of:-
8.3.1 the Concessionaire under the Concession Agreement;
8.3.2 the Construction Subcontractor under the Works Subcontracts;
8.3.3 [the Facility Operator under the O&M Agreement and Technical Services
Agreement];
8.3.4 the O&M Sponsor under the Technical Services Agreement; or
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8.3.5 any contractor or subcontractor of any tier or professional consultant
employed or engaged in connection with the Project; or
8.4 express an opinion and shall not interfere with or give any advice, opinion or
make any representation, in each case, in relation to any matters which are
beyond its role and responsibilities under this Agreement.
9. TERMINATION
9.1 The Relevant Parties may by joint notice in writing immediately terminate the
Independent Consultant's appointment under this Agreement if:
9.1.1 the Independent Consultant is in breach of any of the terms of this
Agreement which, in the case of a breach capable of remedy, shall not
have been remedied by the Independent Consultant within [twenty-one
(21)] days of receipt by the Independent Consultant of a notice specifying
the breach and requiring its remedy;
9.1.2 the Independent Consultant is incompetent, guilty of gross misconduct
and/or any material negligence or delay in the provision of the IC Services
or Varied IC Services;
9.1.3 the Independent Consultant fails to comply with Section 3.3.1;
9.1.4 the Independent Consultant fails or refuses after written warning to
provide the IC Services, Varied IC Services and/or its other duties under
this Agreement; or
9.1.5 in relation to the Independent Consultant:-
a) a court makes an order that it be wound up or a resolution for a
voluntary winding-up of it is passed;
b) any receiver or manager in respect of it is appointed or possession
is taken by or on behalf of any creditor of any property that is the
subject of a charge;
c) any voluntary arrangement is made for a composition of debts or a
scheme of arrangement is approved under the Relevant Rules and
Procedures;
d) an administration order is made;
e) it ceases to carry on business;
f) it is unable to pay its debts within the meaning of the Relevant
Rules and Procedures;
g) it is dissolved or ceases to exist;
h) it has a petition advertised for winding up or an administration
order presented to any court and has not been withdrawn within
fourteen (14) days; and
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i) an event analogous to any of the events set out in a) to h) above
occurs in relation to the Independent Consultant in any
jurisdiction in which it is incorporated or resident.
9.2 Without prejudice to Section 9.1, the Relevant Parties may terminate this
Agreement at any time upon seven (7) days notice in writing to the Independent
Consultant.
9.3 If the Concession Agreement is rescinded, terminated or repudiated for any
reason, the Independent Consultant's appointment under this Agreement shall
be terminated with immediate effect.
9.4 Following any termination of this Agreement but subject to Section 9.5 and
subject to any withholding, set-off or deductions which the Concessionaire
and/or the Grantor may be entitled to make as a result of any breach of this
Agreement by the Independent Consultant, the Independent Consultant shall be
entitled to be paid all payments due pursuant to Section 5 in respect of the IC
Services and Varied IC Services, if applicable, carried out in accordance with this
Agreement prior to the date of termination. The Concessionaire and the Grantor
shall pay all such payments and costs payable pursuant to this Section in equal
proportions (for the avoidance of doubt, being fifty percent (50)% to be paid by
the Concessionaire and fifty percent (50)% to be paid by the Grantor). The
Grantor shall not have any liability for payment of any Payments or costs payable
to the Independent Consultant pursuant to this Section other than the fifty
percent (50%) proportion of the payments and costs referred to in this Section.
9.5 If the Independent Consultant's appointment under this Agreement is
terminated for any act, omission, negligence or default of the Independent
Consultant then the Independent Consultant shall reimburse to the
Concessionaire and/or the Grantor any additional costs incurred by the
Concessionaire and/or the Grantor (as the case may be) as a result of such
termination including the cost of employing and remunerating a replacement to
undertake the IC Services and any Varied IC Services.
9.6 The Relevant Parties may, upon joint instruction, bring to an end the
performance of any divisible part of the IC Services or the Varied IC Services in
which event the payments and costs due to the Independent Consultant will be
adjusted on a pro rata basis accordingly by the Relevant Parties and the
Independent Consultant shall be notified of the adjusted costs and Payments by
written notice from the Relevant Parties.
9.7 Termination of this Agreement shall be without prejudice to any accrued rights
and obligations under this Agreement as at the date of termination (including the
right of any of the Relevant Parties to recover damages from the Independent
Consultant).
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9.8 If this Agreement is terminated in accordance with Section 9.1, the
Concessionaire is obliged to appoint at its own expense as soon as reasonably
practicable and subject to obtaining the prior consent in writing of the Grantor,
such consent not to be unreasonably withheld or delayed, an alternative
Independent Consultant to exercise the functions of the Independent Consultant
under the Concession Agreement. If the termination of this Agreement is the
result of the Independent Consultant's default under this Agreement, the
Independent Consultant shall pay to the Concessionaire any reasonable
incremental loss, damage or extra costs suffered by the Concessionaire resulting
from such termination including any additional costs associated with the
appointment of an alternative Independent Consultant.
9.9 Termination of this Agreement shall not affect the continuing rights and
obligations of the Independent Consultant under Sections 10 (Confidential
Information), 11 (Professional Indemnity Insurance), 22 (Disputes Resolution
Procedure), 23 (Governing Law and Jurisdiction), and this Section 9 or under any
other Section insofar as and for as long as may be necessary to give effect to their
respective rights and obligations hereunder.
Independent Consultant's Right to Terminate
9.10 The Independent Consultant shall only be entitled to terminate its appointment
under this Agreement in accordance with Section 9.11.
9.11 If the Concessionaire and/or the Grantor fail to make payment of any
undisputed sum due to the Independent Consultant under this Agreement within
thirty (30) days of the due date for payment the Independent Consultant shall
have the right to serve an initial written notice on the Concessionaire and the
Grantor identifying the default in question and, if such default continues for a
further period of twenty (20) days following the service of such initial written
notice, the Independent Consultant shall be entitled by service of written notice
on the Concessionaire and the Grantor to terminate its appointment under this
Agreement.
9.12 The Independent Consultant agrees that in discharging its obligations under this
Agreement it shall use all reasonable endeavours to ensure that no conflict of
interest between the interests of the Relevant Parties shall arise.
9.13 Upon any termination of the Independent Consultant's engagement under this
Section 9 the Independent Consultant shall be relieved of its obligation to
continue with the performance of the IC Services and any Varied IC Services and
shall take immediate steps to bring to an end the IC Services and any Varied IC
Services in an orderly manner but with all reasonable speed and economy and
shall as soon as reasonably practicable but no later than fifteen (15) days
following termination, deliver to the Relevant Parties copies of all reports,
minutes of meeting and other documents prepared or in the course of
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preparation by the Independent Consultant in connection with the Project
excluding internal memoranda, working papers and templates and in the event
that a replacement firm has been appointed to complete the performance of the
IC Services and Varied IC Services, shall co-operate fully with replacement to the
extent it is reasonable to do so.
9.14 Upon any termination of the Independent Consultant's engagement howsoever
arising, the Relevant Parties shall not be liable, save as is exclusively set out in
Section 9.4, to the Independent Consultant for any loss of profit, loss of contracts
or other costs, losses and/or expenses whatsoever arising out of or in connection
with such termination.
10. CONFIDENTIAL INFORMATION
10.1 The Independent Consultant shall treat as secret and confidential and shall not at
any time for any reason disclose or permit to be disclosed to any person or
otherwise make use of or permit to be made use of any unpublished information
relating to each of the Relevant Parties' (or their Subcontractors') technology or
other know-how, commercial affairs and business plans or any other type of
intellectual property or finances (including any information relating to the
Concession Agreement and/or the Finance Documents) or any such information
relating to a subsidiary, supplier, customer or client of the Relevant Parties.
10.2 Within fourteen (14) days of termination of this Agreement for whatever reason
(or its expiry) the Independent Consultant shall deliver up to the Relevant Party
making such request -
10.2.1 all documents (including copies of the Documents), computer discs, tapes
and any other materials, information and reports delivered to the
Independent Consultant by that Relevant Party in connection with the
Project; and
10.2.2 subject to payment of all amounts due and payable in respect of the Fee,
all IC Project Documents and reports prepared by the Independent
Consultant under this Agreement, provided that the Independent
Consultant shall be entitled to retain one (1) copy of the documents for
use in any legal proceedings and for its own proper professional records
but not for any other purpose. The Independent Consultant continues to
owe a duty of confidentiality as set out in Section 10.1 in respect of any
material or information retained by it in whatever form.
10.3 The Independent Consultant shall comply with any and all legal requirements in
the Relevant Rules and Procedures in respect of any data and/or information
provided to it in connection with the IC Services or Varied IC Services.
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11. PROFESSIONAL INDEMNITY INSURANCE
11.1 Without prejudice to its obligations under this Agreement, or otherwise at law,
the Independent Consultant confirms that it has and shall maintain at all times
professional indemnity insurance covering (inter alia) all liability hereunder
upon customary and usual terms and conditions prevailing for the time being in
the insurance market, and with reputable insurers lawfully carrying on such
insurance business in the Republic of the Philippines with a limit of indemnity of
not less than twenty million Philippine Pesos (PhP20,000,000) for each and
every claim or series of claims consequent upon or attributable to the same
cause or original source (but in the aggregate in respect of pollution and/or
contamination claims) in respect of any neglect, error or omission on the
Independent Consultant's part in the performance of its obligations under this
Agreement for the period commencing on the date of this Agreement and
expiring [twelve (12)] years after the date of completion of the IC Services (and
Varied IC Services, if applicable) or termination of this Agreement provided that
such insurance is generally available in the market to members of the
Independent Consultant's profession at commercially reasonable rates and terms
within the Philippine insurance market ("PI Cover"). The said terms and
conditions shall not include any term or condition to the effect that the
Independent Consultant must discharge any liability before being entitled to
recover from the insurers, or any other term or condition which might adversely
affect the rights of any person to recover from the insurers pursuant to any
relevant Legal Requirement, or any amendment or re-enactment thereof. The
Independent Consultant shall forthwith notify the Relevant Parities in the event
of any claim arising under such insurance in respect of any professional liability
which it may incur under this Agreement and shall not, without the prior
approval in writing of the Relevant Parties, settle or compromise with the
insurers any claim which the Independent Consultant may have against the
insurers and which relates to a claim by the Relevant Parties against the
Independent Consultant, or by any act or omission lose or prejudice the
Independent Consultant's right to make or proceed with such a claim against the
insurers.
11.2 Any increased or additional premiums required by insurers by reason of the
Independent Consultant's own claims record or other acts omissions matters or
things peculiar to the Independent Consultant shall be deemed to be within
commercially reasonable rates, and shall not relieve the Independent Consultant
of its obligations under Section 11.1.
11.3 The Independent Consultant shall maintain PI Cover with reputable insurers
carrying on business in the Philippines.
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11.4 The Independent Consultant shall, prior to commencing the provision of the IC
Services and no more than thirty (30) days after each renewal date and as and
when reasonably required to do so by the Relevant Parties, produce for
inspection by the Relevant Parties documentary evidence that the PI Cover is
being properly maintained.
11.5 The Independent Consultant shall forthwith notify the Relevant Parties if the PI
Cover ceases to be available upon reasonable terms and at commercially
reasonable premium rates in order that the Independent Consultant and
Concessionaire and Grantor can discuss means of best protecting the respective
position of the Concessionaire and Grantor and the Independent Consultant in
respect of the Project in the absence of such insurance. In the event of a failure to
agree, the Relevant Parties shall have the option to effect insurance and the cost
shall be borne equally by the Relevant Parties and the Independent Consultant.
11.6 The obligations set out in this Section 11 shall continue notwithstanding
termination of this Agreement for any reason whatsoever, including (without
limitation) breach by the Relevant Parties.
11.7 The Independent Consultant shall fully co-operate with any measures reasonably
required by the Relevant Parties, including (without limitation) completing any
proposals for insurance and associated documents, maintaining such insurance
at rates above commercially reasonable rates if the Relevant Parties undertake in
writing to reimburse the Independent Consultant in respect of the net cost of
such insurance to the Independent Consultant above commercially reasonable
rates.
12. NOTICE
12.1 All notices or other communications required in connection with this Agreement
shall be in writing and shall be served by sending the same by first class post, or
by hand, in the case of the Independent Consultant to -
[insert address]
Marked for the attention of [insert name]
and in the case of the Relevant Parties to the addresses set out in the
Concession Agreement (as advised to the Independent Consultant) or to such
other address as a party to this Agreement may notify to the other parties to
this Agreement in writing.
12.2 Notices shall be effective:-

12.2.1 by registered post, upon the earlier of actual receipt and [five (5)]
Business Days after posting; and
12.2.2 by hand, upon delivery.
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13. ASSIGNMENT
13.1 The Independent Consultant shall not assign or transfer any of its rights or
obligations under this Agreement or subcontract the whole or any part of the IC
Services or Varied IC Services.
13.2 Neither the Concessionaire nor the Grantor shall be entitled to assign or transfer
any of their respective rights or obligations under this Agreement, save that the
Parties hereby consent to:-
13.2.1 any such assignment or transfer by any of the Relevant Parties which is
contemporaneous to the assignment or transfer of the Concession
Agreement by any of them and which is made to the same assignee or
transferee;
13.2.2 any such assignment of the rights of the Concessionaire under this
Agreement by way of a Permitted Security Interest to any Finance Parties
providing financing for the Project; or
13.2.3 in the event that the Concession Agreement is novated to a third party,
the term “Concession Agreement,” shall include any replacement
agreement arising from such novation.
14. CUMULATIVE RIGHTS AND ENFORCEMENT
14.1 Any rights and remedies provided for in this Agreement whether in favor of the
Concessionaire, the Grantor or the Independent Consultant are cumulative and in
addition to any further rights or remedies which may otherwise be available to
the parties.
14.2 The duties and obligations of the Independent Consultant arising under or in
connection with this Agreement are owed to the Relevant Parties both jointly
and severally and the Relevant Parties may accordingly enforce the provisions
hereof and pursue their respective rights hereunder in their own name, whether
separately or with each other.
14.3 The Relevant Parties covenant with each other that they shall not waive any
rights, remedies or entitlements or take any other action under this Agreement
which would or might reasonably be expected to adversely affect the rights,
remedies or entitlements of the other without the other's prior written consent,
such consent not to be unreasonably withheld or delayed.
15. Prohibited Materials
15.1 For the purposes of Section 15.2 "Prohibited Materials" means any products or
materials which are generally known within the Independent Consultant's
profession at the time of specification to be deleterious in the particular
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circumstances in which they are used or those identified as potentially
hazardous in or not in conformity with:
15.1.1 [insert reference to relevant reports, standards, codes of practice,
publications, specifications, etc.];
15.2 If, in the performance of its duties under this Agreement, the Independent
Consultant becomes aware that it, or any other person, has specified or used, or
authorized or approved the specification or use by others of any Prohibited
Materials the Independent Consultant will immediately give the Grantor written
notice of the same. This Section 15.2 does not create any additional duty for the
Independent Consultant to inspect or check the work of others which is not
required by this Agreement.
16. STEP-IN PROVISIONS
16.1 The Independent Consultant shall not exercise nor seek to exercise any right to
terminate its engagement under this Agreement pursuant to Section 9 as a
consequence of any breach of this Agreement by either the Grantor or the
Concessionaire (the relevant defaulting party being the “Defaulting Party”)
without giving to the other party (or parties) to this Agreement (the “Non-
Defaulting Party”) not less than thirty (30) days' written notice of the
Independent Consultant’s intention to do so and specifying the grounds for the
proposed termination (the “Step-In Notice”).
16.2 Any period stipulated in this Agreement for the exercise by the Independent
Consultant of a right of termination shall be extended as necessary to take
account of the period of notice required under Section 16.1.
16.3 The Independent Consultant’s right to terminate its engagement under this
Agreement or to discontinue the performance of the IC Services or Varied IC
Services shall cease if, within the period of thirty (30) Business Days referred to
in Section16.1, a Non-Defaulting Party shall give notice to the Independent
Consultant:
16.3.1 requiring it to continue the performance of the IC Services or Varied IC
Services;
16.3.2 acknowledging that it is assuming all of the obligations of the Defaulting
Party under this Agreement; and
16.3.3 undertaking to the Independent Consultant to discharge all payments
which may subsequently become due to the Independent Consultant from
the Defaulting Party under this Agreement and paying to the Independent
Consultant any sums which have already become due to it from the
Defaulting Party but which remain unpaid.
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16.4 Upon compliance by a Non-Defaulting Party with the provisions of Section 16.3,
this Agreement shall continue in full force and effect as if the right of termination
on the part of the Independent Consultant had not arisen.
16.5 Where a Non-Defaulting Party has:
16.5.1 given notice to the Independent Consultant in compliance with Section
16.3;
16.5.3 given an undertaking to the Independent Consultant pursuant to Section
16.3.3; and
16.5.3 has assumed responsibility under this Agreement in accordance with
Section 16.4,
the Defaulting Party shall reimburse and indemnify such Non-Defaulting Party
against each and every liability which that Non-Defaulting Party has or may have
to the Independent Consultant by virtue of such undertaking.
16.6 The Relevant Parties hereby agree that the Independent Consultant shall not be
in breach of this Agreement in meeting its obligations under Section 16 hereof
and no claim shall be brought by the Relevant Parties if those obligations are
met.
17. IC PROJECT DOCUMENTS
17.1 Copyright in the IC Project Documents shall remain vested in the Independent
Consultant and subject thereto the Independent Consultant hereby grants to
each of the Relevant Parties and their nominees, the irrevocable right to use the
IC Project Documents, without compensation, such right to remain in full force
and effect notwithstanding termination of the Independent Consultant's
appointment for whatever reason or any dispute hereunder to copy and use the
IC Project Documents and to reproduce the works, designs and inventions
contained in the IC Project Documents for all purposes related to the Project,
including without limitation the construction, completion, reconstruction,
alteration, extension, maintenance, letting, promotion, advertisement,
reinstatement, use and repair of the Project and the Relevant Parties' interests in
it (but so that such licence shall not extend to or include a licence to reproduce
the design contained in them for any future extension of the ITS Terminal), and
the Relevant Parties shall be entitled to grant licences on terms equivalent to the
provision of this Section 17 and the Relevant Parties' irrevocable right and such
licences shall be transferable without charge, provided always that the
Independent Consultant shall not be liable for the consequences of any use of the
IC Project Documents by the Relevant Parties or their nominees for any purpose
other than that for which they were prepared and provided by the Independent
Consultant.
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17.2 The Independent Consultant shall provide to the Relevant Parties at their
request such additional copies of all or any of the IC Project Documents as are
reasonably required by the Relevant Parties and shall provide such additional
information and co-operation as is reasonably required in connection with the
same.
17.3 Where any rights are vested in the Independent Consultant by virtue of any
Relevant Rules and Procedures, the Independent Consultant hereby irrevocably
waives any such rights in relation to the Project or any parts thereof and to any
IC Project Documents and shall obtain a written waiver from its employees from
time to time of any rights that they may have in respect of the same.
18. WAIVER
The failure of any party at any one time to enforce any provision of this
Agreement shall in no way affect its right thereafter to require complete
performance by any other party, nor shall the waiver of any breach or any
provision be taken or held to be a waiver of any subsequent breach of any
provision or be a waiver of the provision itself.
19. SEVERABILITY
In the event that any term, condition or provision contained in this Agreement
shall be held to be invalid, unlawful or unenforceable to any extent, such term,
Section or provision shall, to that extent, be omitted from this Agreement and the
rest of this Agreement shall stand, without affecting the remaining Sections.
20. COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of which
when taken together shall constitute one and the same instrument.
21. VARIATION
A variation of this Agreement is valid only if it is in writing and signed by or on
behalf of all parties hereto.
22. DISPUTES RESOLUTION PROCEDURE
22.1 All disputes shall be resolved in accordance with terms equivalent (mutatis
mutandis) to the dispute resolution procedure set out in Section 31 (Dispute
Resolution) of the Concession Agreement but:
22.1.1 excluding Sections 31.3 (Expert) of the Concession Agreement; and
22.1.2 where the Independent Consultant is a party to the dispute, a
representative of the Independent Consultant shall sit on the Project
Dispute Resolution Board as envisaged under Section 31.2 (Project
Dispute Resolution Board) of the Concession Agreement.
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22.2 The Relevant Parties and the Independent Consultant shall co-operate to
facilitate the proper, just, economical and expeditious resolution of any and all
such disputes which arise under this Agreement.
23. GOVERNING LAW AND JURISDICTION
This Agreement and its interpretation or construction shall be governed by the
laws of the Republic of the Philippines, and (subject to Section 22) the parties
hereby submit to the exclusive jurisdiction of the courts of the Republic of the
Philippines.
24. ENTIRE AGREEMENT

This Agreement supersedes any previous agreement or arrangement between
the parties in respect of the IC Services or Varied IC Services (whether oral or
written) and, subject to the provisions of the Concession Agreement, represents
the entire understanding between the Parties in relation thereto.
25. LIMITATION OF LIABILITY
25.1 With the exception of liability for death, personal injury, and/or any other
liability that cannot lawfully be excluded or limited, the Independent
Consultant's maximum aggregate liability for all parties, under or in connection
with this Agreement, whether in contract or in tort or for breach of statutory
duty or otherwise, shall be limited to loss or damage that is a direct result of the
Independent Consultant's breach, negligence or default and shall be limited to
twenty million Philippine Pesos (PhP20,000,000) in the aggregate.
25.2 [Notwithstanding anything to the contrary elsewhere in this Agreement, the
parties hereby expressly agree that the Independent Consultant shall have no
liability to any party under or in connection with this Agreement for any claim or
claims related to terrorism, [insert any others].]
25.3 Except as provided in Section 11, no action or proceedings under or in
connection with this Agreement shall be commenced against the Independent
Consultant after the expiry of ten (10) years after the completion of the IC
Services (and the Varied IC Services, if applicable) or termination of this
Agreement.
26. INDEPENDENT CONTRACTOR, NO PARTNERSHIP
26.1 The Independent Consultant shall be an independent contractor with respect to
the IC Services and any Varied IC Services to be performed under this
Agreement. The Independent Consultant shall not be deemed to be an employee
of the Relevant Parties.
26.2 Nothing in this Agreement shall be construed as creating a partnership, joint
venture or other association or the relationship of principal and agent between
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the Relevant Parties and the Independent Consultant. The Grantor, the
Concessionaire and the Independent Consultant shall not conduct themselves in
such a way as to create an impression that such a relationship exists. The
Relevant Parties shall not be responsible or liable for the Independent
Consultant’s actions or omissions.
IN WITNESS WHEREOF the Parties have executed and delivered this Agreement as an
Agreement on the date first written above.
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By: By:
WITNESSED BY:
_______________________________. _______________________________
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SCHEDULE 1
IC SERVICES
1. General
1.1 The Independent Consultant shall:
1.1.1 Perform all of the duties, tasks, functions and obligations; and exercise all
of the rights (as appropriate), of the Independent Consultant as set out
and provided in the Concession Agreement, the Works sub-contracts [and
the O&M Agreement] or as would be reasonably foreseen by an
experienced Independent Consultant as forming a necessary part of an
Independent Consultant’s duties.
1.1.2 During the carrying out of the Works, visit that part of the Works at
appropriate intervals to inspect the various elements of the Works in the
presence of the relevant Works Subcontractor (if so required by them) to
verify that the same are constructed in accordance with the requirements
of the Concession Agreement; and keep the Relevant Parties advised of
such matters. This provision includes the reviewing and determining
whether the mitigations identified in the E&S Impact Assessment
submitted by the Concessionaire are being applied and approving the
same (in accordance with Section 10.1.c (Design) of this Concession
Agreement) and the assessment of the E&S management and monitoring
plans prepared by the Concessionaire as required by Schedule 5
Road).
1.1.3 Monitor, inspect and keep the Relevant Parties advised of the state and
progress of the Work(s) and participate, as required, in the procedures
for the identification, approval and implementation of Changes in
accordance with the Concession Agreement.
1.1.4 Provide to the Grantor and/or the Concessionaire at their request such
additional copies of all or any of the documents prepared by the
Independent Consultant as are reasonably requested by the Grantor
and/or the Concessionaire from time to time and provide such additional
information and co-operation as is reasonably required in connection
with the same.
1.1.5 As and when requested by the Grantor or the Concessionaire, participate
in the resolution of any dispute between the Grantor and the
Concessionaire under Section 31 (Dispute Resolution) of the Concession
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Agreement to the extent that the issues that are the subject of dispute
under the Concession Agreement and have been referred to the said
dispute resolution procedure relate to any of the Independent
Consultant's services, duties and/or obligations under this Agreement.
1.1.6 Undertake regular site visits throughout the duration of the IC Services,
recognizing that the frequency and timing of the Independent
Consultant's visits shall be dependent on the progress of Works at and on
the Project Land.
1.1.7 Undertake an annual audit of the quality control documentation for the
Works to verify that quality control in accordance with the MPSS relating
to the Works has been implemented.
1.1.8 Liaise, as necessary, with the nominated representatives of the
Concessionaire and the Grantor.
1.2 In accordance with the Concession Agreement, the Independent Consultant shall
provide the following:
Certification
1.2.1 certificate of Project Land acquisition
1.2.2 certificate of Approval of Design Submittals Schedule;
1.2.3 Design Acceptance Certificate (and any updates);
1.2.4 Provisional Acceptance Certificate(s); and
1.2.5 Final Acceptance Certificate,
Reports and Notices
together with all notices and reports as required by the Relevant Parties,
1.2.8 Commissioning and Acceptance Notice;
1.2.9 Detailed Design Rejection Notice; and
1.2.10 Independent Consultant Failure Report.
2. Project Land
2.1 Upon acquisition of the Project Land or any part thereof, the Grantor shall
provide all the information and documents in relation to such acquisition to the
Independent Consultant. Thereafter, the Independent Consultant shall undertake
an inspection of such Project Land and, it shall:
2.1.1 confirm to the Relevant Parties, by issuance of a binding certificate, such
Project Land has been acquired; or
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2.1.2 state the Grantor have not acquired such Project Land, notifying the
Grantor of all missing elements of such Project Land.
2.2 Where the Independent Consultant determines that the Grantor have not
acquired any part of the Project Land, it shall undertake a further inspection
once the Grantor have confirmed the remainder of such Project Land (as notified
by the Independent Consultant in accordance with paragraph 2.1.2) has been
acquired.
2.3 Where satisfied that the Grantor have acquired the Project Land the Independent
Consultant shall issue a Certificate of Project Land acquisition to the Relevant
Parties.
3. Design Submittals Schedule Approval

3.1 The Independent Consultant shall within ten (10) days of receipt of the same,
review the Design Submittals Schedule and consider the proposed schedule
against the timescales and Milestones stipulated in the Concession Agreement. If
in the Independent Consultant's reasonable opinion the Design Submittals
Schedule is consistent with the satisfaction by the Parties with the timescales
and Milestones stipulated in the Concession Agreement, it shall, subject to
paragraph 4.2, approve the Design Submittals Schedule and issue a Certificate of
Approval to the Concessionaire.
3.2 The Independent Consultant may require revisions to be made to the Design
Submittals Schedule prior to issuing a Certificate of Approval. However, such
revisions shall not unreasonably prejudice the Concessionaire’s ability to achieve
the Milestones set out in Section 4.2 (Milestones) of the Concession Agreement.
4. Time Extensions
4.1 Where the Grantor and the Concessionaire are unable to agree upon any Time
Extension in accordance with Sections 14.6 (Consequences of Grantor Delay
Event) and 14.7 (Consequences of Force Majeure Delay Event) of the Concession
Agreement, the Independent Consultant shall promptly meet with the Relevant
Parties to discuss such Time Extension requirement.
4.2 Within [three (3) working] days of the meeting in accordance with paragraph
5.1, the Independent Consultant shall notify the Grantor and the Concessionaire
in writing of its determination of the relevant Time Extension. Such
determination shall be binding.
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5. Detailed Design Approvals
General
5.1 The Independent Consultant agrees to follow the following principles in the
approval of Detailed Designs submitted by the Concessionaire:
5.1.1 The relevant Detailed Design is in accordance with the relevant Minimum
Performance Specification and Standards (MPSS) as detailed in Schedule
5 (Engineering, Procurement and Construction of the ITS Terminal and
Access Road) to the Concession Agreement;
5.1.2 The relevant Detailed Design follows the minimum standards to be
applied as detailed in Schedule 5 (Engineering, Procurement and
Construction of the ITS Terminal and Access Road) and Prudent Industry
Practice;
5.1.3 The relevant Detailed Design meets all Relevant Rules and Procedures;
and
5.1.4 The Detailed Design does not, in the implementation, contemplate or
require that the relevant Detailed Design is or is likely to:
(a) be completed later than the time provided for that completion in the
Concession Agreement; and/or
(b) lead to the costs to be borne by the Grantor in carrying out their
obligations under the Concession Agreement, being higher (whether
by reason of Delay, inefficient operation or otherwise) that are
contemplated by the Concession Agreement.
Submissions for Approval
5.2 Each relevant Detailed Design submission for approval provided by the
Concessionaire shall be accompanied by:
5.2.1 the proposed relevant Detailed Design in respect of the Works; and
5.2.2 an explanation, in such detail as is necessary or expedient to enable the
Independent Consultant fully and efficiently to understand the relevant
Detailed Design, and in particular how it complies with the Design
Requirements.
5.3 For the purposes of the Independent Consultant's consideration of the relevant
Detailed Design, where it requires further information to that provided by the
Concessionaire in accordance with paragraph 5.2, it may reasonably request the
same from the Concessionaire. In such case, the Independent Consultant shall
promptly make such a request, in writing, of the Concessionaire.
Review and Approval of Detailed Design
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5.4 The Independent Consultant will review for compliance with the design
requirements the submissions of Detailed Designs of the Concessionaire and
make a decision as to its approval, rejection or request for further information of
the same within twenty (20) Business Days of receipt of such submission from
the Concessionaire.
5.5 Following the decision by the Independent Consultant in accordance with
paragraph 5.4, where the Independent Consultant approve a submitted Detailed
Design, the Independent Consultant shall issue a Design Acceptance Certificate
within the time specified, approving the submitted Detailed Design.
Rejection of Detailed Design
5.6 If a submitted Detailed Design is rejected, the Independent Consultant shall issue
a notice of rejection to the Concessionaire that must specify in detail why the
submitted Detailed Design fails to comply with the Design Requirements and in
general terms what the Independent Consultant considers necessary to be done
to the submitted Detailed Design to make it comply with the Design
Requirements.
Request for Further Information
5.7 The Independent Consultant shall stipulate a reasonable time for the
Concessionaire to respond to a request for further information.
5.8 In the case of a rejection of a Detailed Design or request for further information,
the Independent Consultant shall engage in an iterative dialogue with the
Relevant Parties in relation to further submission (whether amended or a new
Detailed Design) so as to maximize the probability that the further submission
shall be approved.
6. Changes to Detailed Design following issuance of a Design Acceptance

Certificate
6.1 The Grantor and Concessionaire shall ensure that the Independent Consultant is
involved in the process for the submission and approval of Detailed Design
Changes in accordance with Part 2 (Minimum Performance Specification and
Standards) of Schedule 5 (Engineering, Procurement and Construction of the ITS
Terminal and Access Road) to the Concession Agreement.
6.2 The Independent Consultant shall review the Relevant Parties proposed Detailed
Design Changes submitted after the Design Acceptance Certificate has been
issued. In addition, the Independent Consultant shall evaluate the submitted
Detailed Design Change and ensure the proposed Detailed Design Change has
been submitted in accordance with paragraph 10 of Part 2 (Minimum
Performance Specification and Standards) of Schedule 5 (Engineering,
Procurement and Construction of the ITS Terminal and Access Road).
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6.3 The Independent Consultant shall review the impact of the proposed Detailed
Design Change to ascertain:
6.3.1 Any material adverse affect upon the cost of the relevant Works;
6.3.2 The probability that the requirements of the Design Submittals Schedule
shall be met:
6.3.3 The probability that the requirements of the Works Timetable shall be
met; and
6.3.4 The probability that the Required Extension Completion Date shall be
met.
6.4 Following a review in accordance with paragraphs 7.2 and 7.3, the
Independent Consultant shall provide the Grantor and the Concessionaire with a
report:
6.4.1 Detailing the findings of the Independent Consultant’s review of the
proposed Detailed Design Change against the objectives in paragraph 5
and the submission requirements at paragraph 10 of Part 2 (Minimum
Procurement and Construction of the ITS Terminal and Access Road);
6.4.2 Prepared on a 'by exception' basis, setting out the conclusion(s) and any
recommendation(s) of the Independent Consultant;
6.4.3 Where the Independent Consultant is satisfied that the Proposed Detailed
Design Change meets the objectives in paragraph 5 and the submission
requirements at paragraph 10 of Part 2 (Minimum Performance
Design Acceptance Certificate to the Concessionaire and
6.4.4 Where the Independent Consultant considers the proposed Detailed
Design Change does not satisfy the requirements of paragraph 10 of Part
2 (Minimum Performance Specification and Standards) of Schedule 5
Road), identifying such deviations in any recommendation(s) made
pursuant to paragraph 6.4.2 above, for the consideration of the Grantor
and the Concessionaire.
7. Minimum Performance Specification and Standards (MPSS)

7.1 The Grantor and Concessionaire shall ensure that the Independent Consultant is
involved in the process for the submission and approval of MPSS Changes in
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accordance with Part 2 (Minimum Performance Specification and Standards) of
Access Road) to the Concession Agreement.
7.2 The Independent Consultant shall review the Relevant Parties’ proposed MPSS
Changes submitted after the Design Acceptance Certificate has been issued. In
addition, the Independent Consultant shall evaluate the submitted MPSS Change
and ensure the proposed MPSS Change has been submitted in accordance with
paragraph 11 of Part 2 (Minimum Performance Specification and Standards) of
Access Road).
7.3 Following a review in accordance with paragraph 7.2, the Independent
Consultant shall provide the Grantor and the Concessionaire with a report:
7.3.1 detailing the findings of the Independent Consultant’s review of the
proposed MPSS Change against the objectives in paragraph 5 and the
submission requirements at paragraph 11 of Part 2 (Minimum
Procurement and Construction of the ITS Terminal and Access Road);
7.3.2 prepared on a 'by exception' basis, setting out the conclusion(s) and any
recommendation(s) of the Independent Consultant;
7.3.3 Where the Independent Consultant is satisfied that the Proposed MPSS
Change meets the objectives in paragraph 5 and the submission
requirements at paragraph 11 of Part 2 (Minimum Performance
Design Acceptance Certificate to the Concessionaire; and
7.3.4 where the Independent Consultant considers the proposed MPSS Change
does not satisfy the requirements of paragraph 11 of Part 2 (Minimum
Procurement and Construction of the ITS Terminal and Access Road),
identifying such deviations in any recommendation(s) made pursuant to
paragraph 7.3.2 above, for the consideration of the Grantor and the
Concessionaire.
8. Commissioning and Acceptance

8.1 The Independent Consultant shall review the Commissioning and Acceptance
Plan relating to the ITS Terminal and Access Road, provided by the
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Concessionaire to verify to the satisfaction of the Relevant Parties that the
Commissioning and Acceptance Plan and procedures:
8.1.1 includes all processes, outputs and contractual requirements of all
suppliers and Sub-Contractors of the Concessionaire;
8.1.2 provides clear milestones for the measurement of:
(a) progress of the ITS Terminal to completion;
(b) achieving the Completion Date on or before the Required
Completion Date; and
8.1.3 encompasses all the requirements contemplated in Schedule 5 Part 3
(Commissioning and Acceptance), and the Concession Agreement.
8.2 The Independent Consultant shall require the Concessionaire to amend or
provide additions to the Commissioning and Acceptance Plan to meet the above
requirements as necessary.
8.3 The Independent Consultant shall be present at all Commissioning and
Acceptance Tests. This shall include the Commissioning and Acceptance Tests
associated with the Works and various parts thereof as contemplated in Section
12 (Commissioning and Acceptance) and Schedule 5 Part 3 (Commissioning and
Acceptance) of the Concession Agreement.
9. Commissioning and Acceptance Notice

9.1 Following each Commissioning and Acceptance Test, the Independent Consultant
shall issue a Commissioning and Acceptance Notice to the Relevant Parties
where the requirements contemplated in:
9.1.1 Sections 12.6.a to 12.6.b (Determination) of the Concession Agreement
have been met and the Independent Consultant shall comply with the
provisions of paragraph 12 (Full acceptance) of this Schedule; and
9.1.2 Sections 12.6.a, 12.6.c and 12.6.e (Determination) of the Concession
Agreement have been met and the Independent Consultant shall comply
with the provisions of paragraph 10 (Provisional Acceptance Certificate) of
this Schedule.
10. Provisional Acceptance Certificate

10.1 When the requirements of Section 12.8 (Substantial Acceptance) of the
Concession Agreement are satisfied, the Independent Consultant shall issue a
Provisional Acceptance Certificate(s) (including the detail at Sections 11.8 of the
Concession Agreement).
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10.2 Following receipt of a notice from the Concessionaire in accordance with Section
12.11 (Notice of rectification of Punch List Items) of the Concession Agreement,
the Independent Consultant shall:
10.2.1 be present at the re-testing of any relevant Punch List Item(s); and
10.2.2 comply with its obligations under the provisions of Section 12.6
(Determination) of the Concession Agreement in relation to such Punch
List Item(s).
10.3 Following a re-test of any relevant Punch List Item(s), where such Punch List
Item(s) are assessed by the Independent Consultant as:
10.3.1 having been rectified, the Independent Consultant shall comply with the
provisions of paragraph 13 of this Schedule; and
10.3.2 subject to Section 12.12 (Failure to rectify defects) of the Concession
Agreement, not having been rectified, the Independent Consultant shall
comply with the provisions of paragraph 11.2 of this Schedule.
11. Rejection of Commissioning and Acceptance Test

11.1 The Independent Consultant may reject a Commissioning and Acceptance Test.
In doing so the Independent Consultant shall provide the Relevant Parties with
an Independent Consultant Failure Report specifying the detail contemplated in
Sections 12.13.c (Rejection) of the Concession Agreement.
11.2 Once notified by the Concessionaire that the requirements of Sections 12.13
(Rejection) of the Concession Agreement have been met, the Independent
Consultant shall observe the requirements of paragraph 10 of this Schedule.
12. Full Acceptance

12.1 The Independent Consultant shall issue a Final Acceptance Certificate for the
Works to the Concessionaire as contemplated in Section 12.7 (Full acceptance) of
the Concession Agreement.
13 Termination
On a termination of the Concession Agreement the Independent Consultant shall
provide such assistance as is within its power to the Expert to determine the
sums payable upon the termination pursuant to Schedule 8 to the Concession
Agreement including the certification to the Expert of the values of “WIP” and
“Concessionaire Capex” (each defined in Schedule 8 and shall confirm the
absence of double counting in the valuations thereof).
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SCHEDULE 2
IC FEE
1. The fee for the IC Services is [__] Philippine Pesos (PhP [__]) (the "Fee").
1.1 The Fee shall be paid in the following manner.
1.2 Following the issue of the notice to proceed, the Independent Consultant shall
receive the fee in accordance with the following payment schedule;
Month Fee PhP Estimated Total Man-

hours
[insert Year]
[insert Month] [insert [insert [insert hours]
Month No.] amount]
[insert Year]
[insert Month] [insert [insert [insert hours]
Month No.] amount]
2. Expenses
The Fee is inclusive of reasonable expenses incurred in association with the

performance of the IC Services or the Varied IC Services (travel, accommodation,
subsistence, and communications).
3. Hourly Rates for Calculating Increase in Fee for Varied IC Services
3.1 The rates to be used as the reference point for calculating any increase in the Fee
for Varied IC Services are as follows:
Staff Title‡ Staff Hourly Rates (PhP)
Project Director [insert amount]
Project Manager [insert amount]
Senior Technical Specialist [insert amount]
Independent Consultant [insert amount]
‡ NOTE: To be adjusted once IC procurement complete.
190
General Technical Adviser [insert amount]
Technical Assistant [insert amount]
3.2 The rates quoted are exclusive of [insert reference to relevant Philippine tax(es) as
relevant] [and are subject to amendment annually on the 1st of January each year
(commencing 1st January [insert year]) to account for inflation. Adjustments
shall be based on [insert appropriate reference] index + [insert]%.]
3.3 If the Fee is increased reasonable expenses associated with the work performed
for the increased Fee (travel accommodation, subsistence and communications)
shall be reimbursed.
191
SCHEDULE 17: REPORTS
Part 1: Form of Report on Financial Information
In accordance with the provisions of Section 19 (Inspection and Monitoring) of this

Concession Agreement, but without prejudice to the Concessionaire’s other obligations
therein, for each year beginning from the Signing Date until the Transfer Date (or, if
earlier, the Termination Date), including the last period which may be shorter than one
year, the Concessionaire shall report to the Grantor the Leverage Ratio at the end of
financial year
Source of Finance Amount (PhP million)
Equity
Debt
Leverage Ratio in percentage

((Debt) / (Debt + Equity) x 100
192
Part 2: Form of Report on Works
therein, for each month beginning from the Completion Date until the Transfer Date (or,
if earlier, the Termination Date) including the last period which may be shorter than
one month, the Concessionaire shall report to the Grantor on the progress of the Works
and the actual costs incurred for implementation the Project (the “Report on Works”).
This Report on Works aims to capture actual costs incurred by the Concessionaire in
implementing the Project, including any Works carried out and paid for by the
Concessionaire that are attributable to a variation of terms, and any repair or
reconstruction work covered under the FM Restitution Amount for damage caused by a
Force Majeure Event.
Such Report on Works shall comply with but not be limited to the following structure:
As of [end of month].
1. EXECUTIVE SUMMARY
2. SITE MANAGEMENT
2.1 Key Staff and Changes
2.2 Plant and Equipment
2.3 Subcontracts
2.4 Security
3. RELEVANT CONSENTS, PERMITS AND APPROVALS
4. PROGRESS AGAINST WORKS TIMETABLE
4.1 Detailed Design
4.2 Works
4.3 Look Forward (next contract month)
4.4 Difficulties encountered
4.5 Compliance with Works Timetable and Delays expected (including
reasons thereof)
Note: The Concessionaire should provide a narrative report (including but not
limited to): (i) the progress which had been made and is likely to be made in
carrying out of the Detailed Design and the Works, including a comparison
between its original Design Submittals Schedule and Works Timetable and the
actual progress; (ii) details and extent of difficulties encountered; (iii) the
193
likelihood the original letter Design Submittals Schedule and Works Timetable
not being met, Delays and mitigation actions; and (iv) other matters material to
the approved Detailed Design; MPSS; and other provisions of the Concession
Agreement.
5. HEALTH, SAFETY AND ENVIRONMENT
5.1 Details of Works' accidents, near misses, serious injuries and/or
fatalities
5.2 Environmental incidents (spills/noise/damage)
5.3 Details of claims and or actions relating to the Works
5.4 Outputs from the Concessionaire's measurement of the Environmental
Impact Plan (to include compliances, non-compliances and mitigation
works)
5.5 Other material items (including, without limitation, training, etc.)
5.6 Outcome of activities identified in the E&S Management and Monitoring
Plans demonstrating their measurement and effectiveness.
6. FINANCIAL INFORMATION SUMMARY TABLE
Note: The information in the following table constitutes a minimum indicative
list. It is without prejudice to the Concessionaire's financial reporting
obligations within this Concession Agreement specifically those at Section
21.2.a (Financial information).
Figures in this report may differ from accepted accounting principles in
relation to, among others, capitalized expenses.
6.1 Total development cost incurred since the Signing Date*
Portion Portion
Total Actual
Financed by Financed by
Cost
Equity Debt
Bid preparation
expense
Actual expenses
incurred after Signing
Date
Construction
supervision
Project management
cost
Insurance cost
Independent
194
Portion Portion
Total Actual
Financed by Financed by
Cost
Equity Debt
Consultant
Other costs**
Total
* Subject to there being no double counting of costs provided under

different classifications and with costs provided under Section
A.6.2 of this Schedule 17: Reports
** Enumerate/describe other costs. Break down any amounts in
excess of ten percent (10%) of total expenses for the period.
6.2 Total construction cost incurred since the Signing Date
The following table covers the as-built cost of executing Works for the
Project and other capital works in progress or completed and paid for
by the Concessionaire (except for costs attributable to the Commercial
Assets), as certified by the Independent Consultant, including:
 any works carried out and paid for by the Concessionaire that are
attributable to a variation of terms excluding portions which have
been compensated through direct payment from Grantor (non-
compensated portion abbreviated as "NGC"), and
 any repair or reconstruction work covered under the FM Restitution
Amount for damage caused by a Force Majeure Event excluding any
amount for which the Concessionaire has been compensated in cash
in accordance with the Concession Agreement (non-compensated
portion abbreviated as "NFR").
195
Total as-
Portion Portion
built Amount
attributable attributable
construction Amortized
to NGC to NFR
cost
Works
related to
ITS terminal
Total
196
Portion of each value above that is financed by Equity and Debt:
Total as-built Portion attributable to Portion attributable to

construction cost NGC NFR
Equity Debt Equity Debt Equity Debt
Works related
to ITS
terminal
Total
6.3 Estimated Cost to Completion

The following table covers estimated cost to completion for completing Works for the
Project to be paid by the Concessionaire (except for costs attributable to the
Commercial Assets), as certified by the Independent Consultant
Estimated cost to Portion to be Portion to be

completion financed by equity financed by debt
Works related to ITS terminal
Total
7. MANAGEMENT SYSTEMS
7.1 Relevant Activities relating to the Detailed Design and the Works
7.1.1 General
7.1.2 Expected effect on Concessionaire's performance
7.1.3 Plan for risk identification and management
7.2 Procedures
7.3 Non Conformances
7.4 Corrective Actions
7.5 Audits
7.6 Details of any Disputes
8. COMMISSIONING AND ACCEPTANCE
8.1 Progress against Commissioning and Acceptance Program
8.2 Issues arising and mitigation
197
8.3 Information on Punch List Items
9. OTHER INFORMATION, ADVICE AND ASSISTANCE
Note: The Concessionaire shall provide all necessary information relating to
the Detailed Design and the Works in accordance with its obligations as set out
at Section 21.4 (Other Information, Advice and Assistance) and elsewhere within
this Concession Agreement.
198
Part 3: Form of Report on Completion of Construction
therein, on completion of Works for the Project and prior to the issuance of Acceptance
Certificate by Independent Consultant or Grantor in accordance with this Concession
Agreement, the Concessionaire shall submit to the Grantor, following information:
1. EXECUTIVE SUMMARY
2. WORK COMPLETION TIMELINES
2.1 Planned duration for completion of Works
Planned duration for completion of

Component
Works
ITS Terminal
Access Road
Commercial Assets
2.2 Actual duration for completion of Works
Actual duration for

Component Reasons for Delay
completion of Works
ITS Terminal
Access Road
Commercial Assets
3. FINANCIAL DATA PERTAINING TO WORKS

3.1 Cost of Works
Liquidated Damages
Component Total Cost (PhP million) levied, if any (PhP
million)
ITS Terminal
Access Road
Commercial Assets
199
3.2 Per unit cost of Construction
Total Cost (PhP Per unit cost of

Component Area constructed
million) Construction
ITS Terminal
Access Road
Commercial Assets
200
Part 4: Form of Report on Operations and Maintenance
therein, for the three-month periods from the Completion Date to the Transfer Date (or,
if earlier, the Termination Date), the Concessionaire shall report to the Grantor on the
Operations and Maintenance of the ITS Terminal (the "Report on Operations and
Maintenance") provided that each discrete three (3) month period shall be reckoned
from the Signing Date such that the initial discrete three (3) month period reported may
be less than three-months.
Such Report on Operations and Maintenance shall comply with but not be limited to the
following structure:
For the three month period beginning _______ and ending _____________.
1. FINANCIAL DATA PERTAINING TO O&M

Note: The information in the following table constitutes a minimum indicative
list. It is without prejudice to the Concessionaire's financial reporting obligations
within this Concession Agreement (in relation to the Operations and
Maintenance of the ITS Terminal) specifically those at Section 21.2.a (Financial
Information).
Figures in this report may differ from accepted accounting principles in relation
to, among others: capitalized expenses and shareholder loans.
1.1 Information on Current Assets, Liabilities, and Equity
Incremental Value as of
amount end of
Current Assets (during the reported
three-month three-month
period) period*
Cash on hand
Other liquid assets (any deposit, money

market, reserve or securities accounts
maintained with any bank or financial
institution)
Accounts Receivable
Inventories – construction materials
Insurance proceeds receivable
201
Other current assets (enumerate/describe)
Sub-total
Liabilities
Current Liabilities
Accounts payable
Liquidated Damages payable
Other payables
Other current liabilities

(enumerate/describe)
Sub-total
Noncurrent Liabilities
Long-term debt
Other debt/non-current liabilities

(enumerate/describe)
Sub-total
Total Liabilities
Equity
Paid-in capital
Retained earnings
Subordinated shareholder's loans/advances
Other equity (enumerate/describe)
Sub-total
1.2 Information on operating cash flow*
Revenues during the three-month period
Terminal Fee
Commercial Revenue
Other revenues (enumerate/describe)
Gross Revenue
202
Cash operating expenses
Expenses related to the Operation and Maintenance of

Concessionaire O&M Facilities
O&M expenses
Salary cost
Utilities expenses
Supplies expenses
Insurance
Other service contracts**
Maintenance services
Security services
Other services***
Taxes
General and administrative expenses
Other cash expenses***
Sub-total
Expenses related to generation of Commercial Revenue

during the three-month period ***
Other cash expenses during the three-month period ***
Sub-total
* If not consistent with financial information reported under Section

21.2.a (Financial Information) of the Concession Agreement, a
section should be included in this report showing the reconciliation
of the figures provided
** In case of service and maintenance contracts encompassing the
Project Assets including the Commercial Assets, the amounts
provided shall be exclusive of expenses related to the latter.
*** Please break down any amounts in excess of ten percent (10%) of
total expenses for the period.
203
1.3 Information on equity cash flow (value during the three-month
period)
Attribu
Attribu
table
table
to
to ITS
Comm
Termi
ercial
nal
Assets*
Net Income **
Depreciation/Amortization and other non-cash items**
Net Increases in Working Capital items such as Accounts

Receivable and Accounts Payable**
Capital expenditures
Principal repayments (actual scheduled repayments on Debt

outstanding under the Finance Documents excluding
subordinated Loans from Affiliates)
Amounts required to be deposited into reserve accounts, if

required by any of the following:
 T
he Financing Documents
 T
his Concession Agreement
 T
he Concessionaire's corporate policy
Amounts required by restrictions imposed by Legal Requirements

or regulations
Amounts of cash that IC would deem reasonable to support daily

operations and working capital requirements
Amounts released from reserve accounts, if and as required by
 T
he Financing Documents
 T
his Concession Agreement
 T
he Concessionaire's corporate policy
 R
estrictions imposed by Legal Requirements or
204
Attribu
Attribu
table
table
to
to ITS
Comm
Termi
ercial
nal
Assets*
regulations
Withholding taxes and other deductions on dividends and

payments in respect of loans from Affiliates
If any:
New equity expected to be contributed after Termination Date
Draw downs in respect of subordinated loan from Affiliates

expected after Termination Date
New draw downs expected after Termination Date under the

Finance Documents
Principal repayments on any new draw downs on loans expected

after Termination Date
Interest payments on any draw downs on loans under Finance

Documents expected after termination date
* Subject to there being no double counting of amounts.

** Should be consistent with Financial Information reported pursuant
to Section 21.2.a (Financial Information) of the Concession
Agreement; otherwise, a section should be included in this report
showing the reconciliation of the figures provided
2. OPERATION AND MAINTENANCE STATISTICS

The Report on Operations and Maintenance shall provide following information:
a. Report on
information on traffic statistics (as described in Annex-1 to Part 4 of this
Schedule 17 to the Concession Agreement):
i. Total
number of arriving and departing PUVs (including provincial buses,
Metro Manila buses, public utility jeepneys, AUVs/FXs/megataxis,
taxis, etc) on all Business Days and non-Business Days
ii. Total
number of arriving and departing PUVs (including provincial buses,
205
Metro Manila buses, public utility jeepneys, AUVs/FXs/megataxis,
taxis, etc) during their respective peak hour
b. Report on information on operating performance:
i. Number of service complaints received
ii. Average length of time required for embarkation of a provincial bus
iii. Average length of time required for disembarkation of a provincial
bus
iv. Average number of Peak Hour Passengers (Separately for arrivals and
Departures)
v. Average number of Peak Hour Passengers per square meter of ITS
terminal passenger concourse space
vi. Average number of Passengers per employee
vii. Description of any unforeseen occurrences, accidents, injuries,
damages or Losses
viii. Description of nature and duration of any disruptions or suspensions
of Operation and Maintenance of the ITS Terminal or part thereof
ix. Descriptions of nature and duration of any closures of the ITS
Terminal or part thereof
x. Record on non-payers of terminal fees i.e. record of those
instances/cases where any driver/operator of a provincial bus or metro
manila bus or public utility jeepney or AUV/FX/megataxi or taxi is non-
compliant in paying the Terminal Fee.
3. KEY PERFORMANCE INDICATORS

The Report on Operations and Maintenance shall include following
reports/information on measurement of performance standards:
3.1 Complaint register as per the format provided at Annex-2 to Part 4 of this
Schedule 17 to the Concession Agreement
3.2 Preventive and periodic maintenance register as per the format provided
at Annex-3 to Part 4 of this Schedule 17 to the Concession Agreement
3.3 Major maintenance register as per the format provided at Annex-4 to Part
4 of this Schedule 17 to the Concession Agreement
3.4 Report on Inspection of buildings, services and maintenance undertaken
by the Concessionaire. The format for the report is provided at Annex-5
to Part 4 of this Schedule 17 to the Concession Agreement
3.5 Details of non-compliance with performance parameters
206
3.6 KPI Charges
4. HEALTH AND SAFETY

4.1 Details of accidents, dragging, near misses, serious injuries and/or
fatalities during Operations and Maintenance of the ITS Terminal
4.2 Details of claims and or actions relating to the ITS Terminal
4.3 Other material information (including, without limitation, training, etc.)
5. OTHER INFORMATION, ADVICE AND ASSISTANCE

Note: The Concessionaire shall provide all necessary information relating to
Operations and Maintenance of Concessionaire O&M Facilities in accordance
with its obligations as set out at Section 21.4 (Other Information, Advice and
Assistance) and elsewhere within this Concession Agreement.
207
Annex 1: Traffic report
The Concessionaire shall maintain exit log registers for all PUVs (including provincial
buses, Metro Manila buses, public utility jeepneys, AUVs/FXs/megataxis, taxis, etc) and
maintain the daily traffic information in the format given below. The log registers shall
be supported with CCTV footage. Based on the information collected daily, the
Concessionaire shall submit quarterly traffic report indicating:
 Total number of arriving and departing PUVs on all Business Days and non-
Business Days
 Total number of arriving and departing PUVs during their respective peak hour
Format for daily PUV movement register
Sl. No. Registration number Time of exit
208
Annex 2: Complaint register
The Concessionaire should maintain a routine maintenance register to record day-to-

day complaints of the occupants/ users of the ITS Terminal like the Concessionaire’s
maintenance staff, shopkeepers, Grantor staff and the complaints filed by the
commuters/ passengers. The Concessionaire shall maintain a public relations office at a
convenient location, to be approved by the Grantor and keep it open to public access
during planned operational hours of the ITS Terminal. At such office, the Concessionaire
shall open and maintain a Complaint register for recording of complaints by any person.
The availability and access to such office and the complaint register shall be
prominently displayed by the Concessionaire at the passenger entry & exit points of ITS
Terminal building so as to bring it to the attention of all persons who are exiting and
entering the ITS Terminal. Also the Concessionaire has to put sufficient number of
complaint and suggestion boxes in the passenger circulation areas so that the
passengers/ commuters can drop their complaints and suggestion at any point of time.
All the complaints and suggestion from these boxes will be listed down in the complaint
register.
The complaint register shall be securely bound and kept in proper custody at the public
relations office. Each page of the register shall be duly numbered and each complaint
recorded therein shall also be duly numbered. Soon after a complaint is registered the
complainant shall be given a receipt stating the date and complaint number, which the
complainant may refer to in subsequent correspondence or claim. The complaints
register shall have appropriate columns including but not limited to complaint number
and date, name and address of the complainant and the action taken by the
Concessionaire thereon and reporting to the Complainant.
The Concessionaire shall inspect the complaints register two times a day, one in the
morning and one in the afternoon, and take prompt steps for redress of the grievances
stated in each complaint. The action so taken by the Concessionaire shall be briefly
noted in the “Action Taken” column of the complaint register.
A suitable format for the complaint register is given below. The Concessionaire shall
send a copy of the complaints register to the Grantor. If the grantor finds that the
complaint is not being redressed properly then the Grantor may in its discretion direct
the Concessionaire to take such further reasonable action, as the Grantor may deem
appropriate for a fair redressal of any grievance.
209
Complaint number
Date
Name of complainant and

address
Description of complaints/
suggestion
Location of complaints
Action taken in respect of

Format for complaint register
complaint and signature of

supervisor
Intimation of compliance if
sent to complainant
Remarks
210
Annex 3: Periodic and preventive maintenance register
The Concessionaire should maintain a preventive/ periodic maintenance register, which

should have the details of all preventive/ periodic maintenance works. An index should
be prepared at the beginning of register where various preventive/ periodic
maintenance works should be listed along with the page numbers of their details. Some
pages should be allotted in register for each preventive maintenance work. A format for
preventive/ periodic maintenance register is given below. The Concessionaire shall
submit the register/ report to the Grantor for each three month period as described in
Part 4 of this Schedule 17 (Reports) of the Concession Agreement. The Concessionaire
shall submit a blank report to the Grantor if no major work has been undertaken during
the aforesaid period.
Format for periodic and preventive maintenance register
Period of
SI. Periodic maintenance Page execution Cost in Next
Remarks
No. activities number (Start date – PhP Due on
finish date)
1. Repainting of traffic
markings etc.
2. Repainting of Project
Assets and all other
structures
3. Repainting of carpentry
work like joinery, doors,
windows, ventilators,
wooden furniture etc in
the offices, cabins,
booths etc.
4. Painting external
surface with water
proofing cement paint
5. Cleaning and
disinfecting of water
storage/ distribution
tanks, water mains
6. Cleaning of manholes/
gully chambers/
inspection chambers
211
Period of
Remarks
finish date)
and flushing of building
sewers
7. Painting steel water

tanks inside with
bitumastic Paint
8. Polishing wooden
doors/windows with
spirit polish/ polish/
synthetic acrylic polish
9. Replacement of glass or
other fixtures of
Passenger Concourse
10. Collection of water

samples for physical
chemical and
bacteriological analysis
of water
11. Painting of external

steel structures
12. Painting of all pipes

above the ground level
13. Painting of cooler

window frames and
grills, if any
14. Inspection of Roof and

check for any leakage:
Roof insulation, if any
15. Mechanical Equipments

for fire fighting and
HVAC System
16. Inspection of Elevators

and Escalation
17. Roof Inspection,

Internal Electrical
Services and
installation, fire
detection and fire alarm
212
Period of
Remarks
finish date)
system
18. Exterior coatings (water

proofing) on walls,
Internal Plumbing and
sanitary system
19. Estate Services viz

water supply, sewerage
and solid waste
20. Water proofing of

interior walls and
interior ceilings,
electrical sub-station
and campus lighting
21. Security System
22. Computerized Terminal

Fee collection system
23. HVAC System: All

components
24. Landscaping and

horticulture works
25. Any other components
213
Annex 4: Major maintenance register
This register should have details of special repairs done in the ITS Terminal. Prior
approval from Grantor must be taken before taking any major work and a copy of
written approval must be attached with the page in which the recordings of the works
are taking place. Some pages should be allotted in register for each major maintenance
work. A format for the major maintenance register is given below. The Concessionaire
shall send a copy of this register to the Grantor. The Concessionaire shall submit the
register/ report to the Grantor for each three month period as described in Part 4 of this
Schedule 17 (Reports) of the Concession Agreement. The Concessionaire shall submit a
blank report to the Grantor if no major work has been undertaken during the aforesaid
period.
Format for Major maintenance register

Period of execution
Building/ location
Total cost in PhP

Name of work
Page number
Cost/ Unit
Remarks
SI. No.
214
Annex 5: Report on inspection of buildings, services and maintenance undertaken
The Concessionaire should prepare a register in which close inspections on a monthly

basis of ITS Terminal and maintenance undertaken should be jotted down. A format for
same is given below. The Concessionaire shall submit the report to the Grantor for each
three month period as described in Part 4 of this Schedule 17 (Reports) of the
Schedule for inspection of buildings, services and maintenance undertaken

Date of Last Inspection : ________________________________
Date of Present Inspection : ________________________________
Action
Sl. Action
Item Location Status taken/
No. needed
remarks
1. Walls
1.1 Cracks
1.2 Repair to Plaster
1.3 Repair to brick work
1.4 Dampness
2. Floors
2.1 Cracks
2.2 Settlement/ Depressions
2.3 Slopes
2.4 Skirting dado cracks
2.5 Repolishing
3. Doors, windows, ventilators &

cupboards
3.1 Glass panes broken
3.2 Panels in shutters broken
3.3 Panels fit improperly
215
Action
Sl. Action
No. needed
remarks
3.4 Improper/ missing Fittings
3.4.01 Hinges
3.4.02 Handles
3.4.03 Barrel Bolts
3.4.04 Closers
3.4.05 Floor door stopper
3.4.06 Knobs
3.4.07 Cleats
3.4.08 Hooks & Eyes
3.4.09 Curtain rods
3.4.10 Stays
4. Roofs
4.01 Leakages/ Damp patches
4.02 Waterproofing treatment
4.03 Parapets, coping
4.04 Reglets
4.05 Bricks drip course
4.06 Top layer of tiles
4.07 Roof Insulation
5. Water supply & sanitary fittings
5.01 Leakages in pipe joints
5.02 Functioning of washers
5.03 Functioning of traps in Fittings
5.04 Functioning of floor traps
5.05 Functioning of overhead/ low level
216
Action
Sl. Action
No. needed
remarks
cistern
5.06 Air locking
5.07 Condition of overhead Tank
5.08 Cleaning of overhead Tank
5.09 Cracks and leakages in Fittings
5.10 Fittings
5.10.1 Wash basin
5.10.2 Soap container
5.10.3 Mirror
5.10.4 Glass self
5.10.5 Towel rail
5.10.6 Hangers
5.10.7 Sinks
5.10.8 Taps
5.10.9 Showers, if any
5.10.10 Cisterns
5.10.11 Ball valves
5.10.12 Seat cover
6. External services
6.1 Manhole Covers
6.2 Covers to gully traps
6.3 Cleaning of manholes
6.4 Plinth protection
6.5 Cleaning of storm water Drain
6.6 Approach roads
217
Action
Sl. Action
No. needed
remarks
6.7 Service lanes
7. Finishing
7.1 Distemper/ Cement based Point

(a) When was it done last?
(b) When is it due?
(c) Existing Condition
7.2 Painting
(a) When was it done last?
(b) Existing conditions
(c) When is it due?
8. Common area
8.1 Railing to staircase
8.2 Staircase steps
8.3 Staircase nosing
8.4 Shafts
9. Electrical
9.1 Electrical rooms and electrical

equipments in public areas
9.2 Cable and Wire
9.3 Electric meter
9.4 Light fittings, includes fluorescent,

high and or low pressure sodium, mercury
vapour and normal bulbs
9.5 Switchgear, motor control centre and

circuit breaker panels
9.6 Other electrical equipment like

switches, receptacles, wiring, conduit,
junction boxes, lighting protection etc.
9.7. Neon Board, information signages and

displays boards
218
Action
Sl. Action
No. needed
remarks
9.8 Public Address system
9.9 Earthing system
9.10 Fire detection and Fire alarm system
9.11 Area lighting; including Poles, Cables,

controls of fixtures
9.12 Electric Sub-station
9.13 Diesel Generating Set/s
10. Miscellaneous
10.1 Telecommunication and networking

system
10.2 Computerized Terminal Fee

collection system
10.3 Barriers
11. Air conditioning (HVAC) System
11.1 Chillers and pumps
11.2 Cooling Towers
11.3 AHUs, dampers and Filters
11.4 Ducting, Dampers and Filters
11.5 Electrical Control Panel
11.6 Fan Coil Units and Control
11.7 Blowers
11.8 Air-Conditioning Condenser Units

(ACCUs)
12. Fire fighting system
12.1 Pumps (Electrical and Diesel)
12.2 Wet Riser mains
12.3 Sprinkler System
219
Action
Sl. Action
No. needed
remarks
12.4 Control Panels
13. Elevators & escalator
13.1 Mechanical Equipment
13.2 Electrical Control
14. Computerized Terminal Fee collection

system
15. Security system
16. Landscaping & horticultural works
220
SCHEDULE 18: FORM OF ACKNOWLEDGEMENT AND CONSENT
AGREEMENT
WITNESS THAT: This Acknowledgement and Consent Agreement entered into this
[__] day of [__], in [__], by and between:
(1) The GOVERNMENT OF THE REPUBLIC OF THE PHILIPPINES, acting through

its DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS,
hereinafter referred to as the "DOTC" with its office address at The Columbia
Tower, Barangay Wack-Wack, Ortigas Avenue, Mandaluyong City, Metro Manila,
Philippines, represented herein by its Secretary, Joseph Aguinaldo Abaya, and
hereinafter referred to as the “Grantor”;
(2) [__], a corporation duly organized and existing under and by virtue of the laws of
the Republic of the Philippines with office address at [__], represented herein by
its President/Chief Executive Officer [__], and hereinafter referred to as the
"Concessionaire"; and
(3) [__], a corporation duly organized and existing under and by virtue of the laws
of [__] acting as [agent/trustee] for and on behalf of the Finance Parties, with
office address at [__], represented herein by [__], and hereinafter referred to as
the "Finance Parties Agent"
WHEREAS, the Grantor has on [__], 201[ ] entered into a Concession Agreement (the
"Concession Agreement") with the Concessionaire pursuant to which the
Concessionaire was awarded the concession to undertake the Project;
WHEREAS, the Concessionaire has entered into the Finance Documents with the
Finance Parties for the purpose of raising debt finance so as to enable it to undertake
the Project;
WHEREAS, pursuant to the Finance Documents, the Finance Parties' Agent has been
appointed to represent the Finance Parties;
WHEREAS, pursuant to the Finance Documents, the Concessionaire has granted a

Security Interest over its rights under the Concession Agreement in favour of the
Finance Parties' Agent; and
WHEREAS, the Grantor is satisfied that this grant of a Security Interest is permitted by
the Concession Agreement and has agreed to enter into this Acknowledgment and
Consent Agreement for the purpose of acknowledging and consenting to the Finance
Parties' Permitted Security Interest over the rights of the Concessionaire under the
221
Concession Agreement and for certain other purposes.
NOW THEREFORE, for and in consideration of these premises and the mutual
commitments, obligations and undertakings hereunder, the Parties have agreed as
follows:
1. DEFINITIONS AND RULES OF INTERPRETATION

1.1 Definitions
In this Acknowledgement and Consent Agreement, capitalized words and
expressions defined in the Concession Agreement have the meanings given
therein and each of the following terms has the meaning stated below, unless its
context as used in this Acknowledgement and Consent Agreement clearly
indicates otherwise:
1.2 Rules of Interpretation

The rules of interpretation set out in Sections 1.2.a to 1.2.m (inclusive) of the
Concession Agreement shall apply to this Acknowledgement and Consent
Agreement as if they were set out herein in full.
2. ACKNOWLEDGEMENT AND CONSENT

2.1 Acknowledgement and Consent
The Grantor hereby:
2.1.1 acknowledges the assignment of the Concessionaire's rights under the
Concession Agreement (the "Assigned Document") created by [identify
document];
2.1.2 consents to (1) the assignment of the Concessionaire’s rights under the
Assigned Document created by [identify document] and (2) the creation
of a security interest over the Equity Interests in the Concessionaire
created by [identify document], in each case in accordance with the
Concession Agreement; and
2.1.3 confirms that both such Security Interests so granted constitute
Permitted Security Interests for the purpose of the Concession
Agreement.
2.2 No other Assignment
The Grantor confirms that it has not received any other notice from the
Concessionaire of its assignment of any of its rights under the Assigned
Document to any other person.
2.3 Payments
The Grantor agrees to make (1) any Grantor Balancing Payments and (2) any
other payments required to be made by it pursuant to the Concession Agreement
222
to such Peso denominated account of the Concessionaire in the Philippines as
notified from time to time by the Finance Parties Agent to the Grantor.
3. RIGHTS OF FINANCE PARTIES

3.1 Enforcement of Security
The Grantor confirms that on the occurrence of an event of default (however
described) under the Finance Documents, the Finance Parties may wish to
enforce their security over the Concession Agreement. To that purpose the
Grantor confirms that:
3.1.1 it shall not object to the enforcement of security by the Finance Parties
Agent on behalf of the Finance Parties;
3.1.2 that if the Finance Parties' Agent gives a notice that it will enforce security
(an "Enforcement Notice"), the following provisions shall apply:
3.1.2.1 no later than ninety (90) days after the date of the Enforcement
Notice, the Finance Parties' Agent must send a "Step-in Notice" to
the Grantor indicating that the Finance Parties' Agent itself or a
person acting on its behalf (each an "Additional Obligor") will,
from the date of the Step-in Notice attempt to carry out the
Concession along with the Concessionaire and the Grantor shall,
subject to applicable Legal Requirements, accept performance
from the Additional Obligor;
3.1.2.2 at any point after the date of the Enforcement Notice the Grantor
shall, if requested in writing by the Finance Parties' Agent,
provide, no later than thirty (30) days after the date of the
Finance Parties Agent's request, a statement as to the amount of
any amounts owed by the Concessionaire to the Grantor under
the Concession Agreement and of any outstanding breaches by
the Concessionaire of the Concession Agreement. The Grantor
shall use reasonable care in compiling such statement but it shall
not be conclusive; and
3.1.2.3 following the issuance of a Step-in Notice the Finance Parties
Agent shall have a period extending to two hundred and seventy
(270) days after the date of the Enforcement Notice to nominate a
Substitute Concessionaire to assume the Concessionaire's rights
and obligations under the Concession Agreement. The provisions
of Section 27.3 (Finance Parties' Step-in Rights) of the Concession
Agreement shall apply to the appointment of such Substitute
Concessionaire as if they were set out herein in full.
3.2 Rights Unaffected
Nothing in this Section 3 shall in any way affect or modify the rights of the
Grantor under Section 27 (Default and Termination) or 28 (Grantor Emergency
Right) of the Concession Agreement.
223
4. TERMINATION OF THE CONCESSION AGREEMENT
4.1 Rights of Finance Parties' Agent
The Grantor hereby confirms that the provisions of Section 27.3 (Finance Parties'
Step-in Rights) of the Concession Agreement are intended to benefit the Finance
Parties and may be directly enforced by the Finance Parties' Agent as if it were a
party to the Concession Agreement.
4.2 Exception
The Parties confirm that the rights of the Finance Parties' Agent under Section
27.3 of the Concession Agreement and Section 4.1 of this Acknowledgement and
Consent Agreement shall not apply in the case of a Concessionaire Event of
Default under Section 27.1.a(7) of the Concession Agreement (because in that
case the Finance Parties' Agent may exercise its rights under Section 3 of this
Acknowledgment and Consent Agreement).
5. NATURE OF OBLIGATIONS
5.1 Rights of Finance Parties' Agent
The Grantor confirms that neither the Finance Parties' Agent nor any Finance
Party (save to the extent that the Finance Parties' Agent or a Finance Party is an
Additional Obligor or Substitute Concessionaire) shall have any obligations
under the Concession Agreement.
5.2 Rights of Grantor
All Parties hereby confirm and agree that:
5.2.1 nothing in this Acknowledgement and Consent Agreement shall constitute
any guarantee (express or implied) by the Grantor in respect of the
Concessionaire's indebtedness under the Finance Documents; and
5.2.2 nothing in this Acknowledgement and Consent Agreement shall in any
way vary or increase any of the obligations and liabilities or reduce the
rights of the Grantor under the Concession Agreement.
5.3 Termination
5.3.1 Upon the discharge to the satisfaction of the Finance Parties Agent of all
liabilities of the Concessionaire to the Finance Parties under the Finance
Documents, the Finance Parties' Agent shall given written notice thereof
to the Grantor and this Acknowledgement and Consent Agreement shall
terminate forthwith upon the date of such discharge.
5.3.2 This Acknowledgement and Consent Agreement may only be terminated
as set out in Section 5.3.1 above.
5.3.3 A termination of this Acknowledgement and Consent Agreement is
without prejudice to the accrued rights and liabilities of the Parties.
224
6. REPRESENTATIONS AND WARRANTIES
The Grantor hereby represents and warrants the following to the Finance
Parties' Agent:
6.1 Power and Authority
The Grantor has all the requisite legal power, authority and right to execute and
deliver this Acknowledgement and Consent Agreement and to perform its
obligations under this Acknowledgement and Consent Agreement.
6.2 Due Execution
The Grantor has taken all appropriate legal and/or other actions required and/or
appropriate to authorize the execution, delivery, and performance of this
Acknowledgement and Consent Agreement.
6.3 Obligations Binding
This Acknowledgement and Consent Agreement constitutes the legal, valid,
direct and binding obligations of the Grantor, enforceable against the Grantor in
accordance with the terms of this Acknowledgement and Consent Agreement,
save as enforceability may be limited by applicable bankruptcy, insolvency,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity. This Acknowledgement and Consent Agreement is
in satisfactory and proper legal form under the laws of the Republic of the
Philippines.
6.4 Sovereign Immunity
The Grantor hereby irrevocably waives and agrees not to claim (to the fullest
extent permitted under Legal Requirements) any immunity to which it or its
property may, at any time be or become entitled to, from any legal action, suit or
proceeding in any jurisdiction including sovereign immunity, immunity from
service of process, immunity from jurisdiction of any court, tribunal or arbitral
body, and any immunity of any of its property from attachment prior to
judgment or arbitral award or from execution of a judgment or arbitral award,
except in respect of the following, in respect of which the Grantor does not waive
any immunity:
a. in respect of assets which are (i) used by a diplomatic or consular
mission of the Republic of the Philippines, (ii) of a military character
and under the control of a military authority or defence agency of the
Republic of the Philippines and (iii) located in the Philippines and
dedicated to a public or governmental use (as distinguished from
patrimonial assets or assets dedicated to commercial use); or
b. in respect of special accounts with banks outside the Republic of the
Philippines which are established pursuant to binding agreements
between the Republic of the Philippines and its lenders, are
225
administered by paying agents, and are pledged and used solely to
service the Republic of the Philippines' external debt to such lenders.
6.5 Assignment
The Concessionaire may assign any of its rights or obligations under this
Acknowledgement and Consent Agreement, in whole or in part, without need of
approval from the Grantor provided that the Concessionaire shall give a written
notice to the Grantor prior to the assignment.
The Grantor may only assign its rights and obligations under this
Acknowledgement and Consent Agreement to a person to whom its rights and
obligations under the Concession Agreement are transferred in compliance
therewith.
The Finance Parties Agent may assign all of its rights and obligations under this
Acknowledgement and Consent Agreement to a successor agent for the Finance
Parties and such assignment shall become effective upon notice of such
assignment being given to the Grantor.
6.6 Modification and Amendment
This Concession Agreement shall not be modified, amended or varied in any
manner unless such modification, amendment or variation is in writing and
executed by the Parties and approved in accordance with all Relevant Rules and
Procedures.
6.7 Notices
Any notice or communication required or permitted in, or otherwise issued in
connection with, this Acknowledgement and Consent Agreement shall be in
writing and shall be delivered personally, transmitted by facsimile, or scanned
and sent by electronic mail, or sent by registered, postage prepaid mail to the
following:
The Grantor:
The Concessionaire:
The Finance Parties' Agent:
Any such notice or communication shall be deemed given when so delivered

personally to, or if transmitted by facsimile or sent by electronic mail or sent by
registered mail, upon its receipt, in the respective addresses of the Parties.
6.8 Waiver
No waiver of any of the terms or provisions of this Acknowledgement and
Consent Agreement shall be valid unless made in writing and signed by the
Parties.
226
The waiver by any Party of any breach of any provision of this Acknowledgement
and Consent Agreement shall not be construed as a waiver of a subsequent
breach, whether of the same or different provision, unless such waiver is in
writing and signed by the Party concerned.
The failure or delay by any Party to enforce any rights or remedies under this
Acknowledgement and Consent Agreement shall not be construed as a waiver of
its right to exercise or enforce such right or remedy or a waiver of any
continuing, succeeding or subsequent breach of any provision of its provisions.
6.9 Governing Law
This Acknowledgement and Consent Agreement and its interpretation or
construction shall be governed by the laws of the Republic of the Philippines.
6.10 Severability
The declaration by competent authority of any provision of this
Acknowledgement and Consent Agreement as void, invalid or otherwise
unenforceable shall not invalidate the remaining provisions hereof, and the
Parties shall promptly amend this Acknowledgement and Consent Agreement
and/or execute such additional document/s as may be necessary and/or
appropriate to correct any void, invalid or otherwise unenforceable provision in
such a manner that, when taken with the remaining provisions, will achieve the
intended commercial purpose of this Acknowledgement and Consent Agreement.
6.11 Entire Agreement
This Acknowledgement and Consent Agreement and the Concession Agreement
comprise the entire agreement of the Parties and replaces and supersede all
prior negotiations, representation and agreements (whether oral or in writing).
If there is any conflict between this Acknowledgment and Consent Agreement
and the Concession Agreement, the latter shall prevail.
IN WITNESS WHEREOF, the Parties have set their hands on the date and at the place
first stated below.
By: By:
WITNESSED BY:
227
SCHEDULE 19: MINIMUM SECURITY STANDARDS AND MANDATORY
REQUIREMENTS
1. MINIMUM SECURITY STANDARDS

1.1. General Guidelines
1.1.1. In order to reduce the probability of an act of unlawful interference being
directed towards the ITS Terminal and its Users, and to minimize the
effects of such an act, the following key elements should be integrated in
the design:
1.1.1.1. Perimeter protection;
1.1.1.2. Physical security of buildings, including passenger terminal
buildings;
1.1.1.3. Access control; and
1.1.1.4. One hundred (100) percent or proportional and/or continuous
random inspection of personnel, vehicles, and items carried
before entering the security restricted areas.
1.1.2. Regardless of varying aesthetics and different methods of construction
and materials, the designs should, at a minimum:
1.1.2.1. Integrate security functions into the entire building and
immediate surroundings so as to maintain an efficient use of
space for processing passengers, baggage, cargo and commercial
items sold or used at the ITS Terminal, without sacrificing the
needs of facilitation and commercial processes; and
1.1.2.2. Facilitate the implementation of ITS Terminal emergency and
contingency plans during an incident.
1.1.3. The designs should also take into account the threat that explosive or
incendiary devices and ensure that any effects of an explosion or fire are
minimized by:
1.1.3.1. Ensuring that structures and fittings are designed so as to limit
casualties and damage in the event of an attack using explosive
or incendiary devices;
1.1.3.2. Ensuring that materials used in construction are capable of
withstanding the effects of explosions and various forms of
armed attack; and
228
1.1.3.3. Providing enhanced levels of protection for vulnerable or high-
risk areas.
1.1.4. The design should also consider the impact of security measures on the
tenants occupying the commercial spaces who are part of the revenue
generating aspect of the ITS Terminal.
1.2. Specific Standards

1.2.1. Fences and Barriers
Protective barriers are an integral part of all physical security systems
and are used to define the physical limits of an installation or facility.
Barriers restrict, channel, impede access, or shield activities within the
installation from immediate, direct observation, and they are fully
integrated with other protective measures to form continuous obstacles
around the installation. Barriers should be focused on providing Project
Assets with an acceptable level of protection/deterrence against the
worst-case threat. Barriers become platforms on which more
sophisticated sensors can be placed to aid in threat detection and
classification.
1.2.1.1. Chain-link fences must be of 8-foot material, excluding the top
guard. Chain-link fences must be constructed with 9-gauge or
heavier wire. They must be galvanized with mesh openings not
larger than 2 inches per side and have twisted and barbed
selvages at the top and the bottom. The wire must be taut and
securely fastened to rigid metal or reinforced-concrete posts set
in concrete. It must reach within 2 inches of hard ground or
pavement. On soft ground, it must reach below the surface deep
enough to compensate for shifting soil or sand. Top guard should
be made of 3 strands of barbed wire spaced not more than 6
inches apart affixed on metal bar or tubes inclined outward at 45
degrees.
1.2.1.2. Masonry walls as part of a perimeter barrier must be at least 7
feet high and have a barbed-wire top guard.
1.2.1.3. Drainage ditches, culverts, vents, ducts, and other openings that
pass through a perimeter and that have a cross-sectional area
greater than 96 square inches and whose smallest dimension is
greater than 6 inches will be protected by securely fastened
welded bar grilles.
1.2.1.4. Clear zones should be maintained on both sides of the perimeter
barrier to provide an unobstructed view of the barrier and the
229
ground adjacent to it. A clear zone of 20 feet or more should exist
between the perimeter barrier and exterior structures, parking
areas, and natural or manmade features. When possible, a clear
zone of 50 feet or more should exist between the perimeter
barrier and structures within the protected area, except when a
building’s wall constitutes part of the perimeter barrier. Clear
zones should be kept clear of weeds, rubbish, or other material
capable of offering concealment or assistance to an intruder
attempting to breach the barrier.
1.2.2. Security Lighting
Security lighting should be installed along perimeter fences to aid with
continuous or periodic observation. Security lighting should:
1.2.2.1. Discourage or deter attempts at entry by intruders.
1.2.2.2. Make detection likely if entry is attempted.
1.2.2.3. Prevent glare that may temporarily blind the guards.
1.2.2.4. Be designed and used in a manner that does not impede the use
of closed-circuit television (CCTV) systems or other automated
monitoring systems.
1.2.3. Electronic Security System (ESS)
ESSs should be integrated in the design of the ITS Terminal. Examples of
ESS are Automated Control System (ACS) like card reader systems,
electronic entry systems, and various subsystems; Intrusion Detection
System (IDS); CCTV systems (including both video motion detection and
intelligent video systems); data-transmission media (DTM) systems; and
alarm reporting systems for monitoring, controlling, and displaying
various alarm system information. The ESS should:
1.2.3.1. Operate on detect, delay, and respond principles;
1.2.3.2. Be designed to ensure that the time between detection of an
intrusion and response by security forces is less than the time it
takes for damage or compromise of assets to occur;
1.2.3.3. Notify security personnel in sufficient time to allow the response
force to intercept and apprehend the intruder; and
1.2.3.4. Be configured as layers of unbroken rings concentrically
surrounding the asset. These rings should correspond to
defensive layers that constitute the delay system. The first
detection layer is located at the outermost defensive layer
necessary to provide the required delay.
230
1.2.4. Gates and Entrances
1.2.4.1. The number of gates and perimeter entrances must be the
minimum required for safe and efficient operation of the facility.
Active perimeter entrances must be designed so that the guard
force maintains full control. Semi-active entrances, such as
infrequently used vehicular gates, must be locked on the inside
when not in use. When closed, gates and entrances must provide
a barrier structurally comparable to their associated barriers.
Care must be afforded against the ability to crawl under gates or
jump over portions of the fence where the gate meets with the
fence end posts. Top guards, which may be vertical, are required
for all gates.
1.2.4.2. Emergency gates should be installed in the Project Land’s
perimeter fence to allow the quick access or egress of emergency
service vehicles to on-site or off-site incidents. The emergency
gates should be constructed to maintain the integrity and
standard of the perimeter fence and should be locked or guarded,
and preferably kept under continuous surveillance. The fitting of
frangible links in locking systems is a useful means of allowing
emergency vehicles access or egress while not compromising
security. Consideration should also be given to equipping such
gates with intrusion detection systems.
1.2.4.3. A separate gate for delivery vehicles should be installed in the
Project Land’s perimeter but access should be limited during
periods as may be determined by the Concessionaire.
1.2.5. Entry Control Stations
1.2.5.1. Entry-control stations should be provided at main perimeter
entrances where security personnel are present. Entry-control
stations should be located as close as practical to the perimeter
entrance to permit personnel inside the station to maintain
constant surveillance over the entrance and its approaches.
Additional considerations at entry-control stations include:
• Establishing a holding area for unauthorized vehicles or
those to be inspected further. A turnaround area should be
provided to keep from impeding other traffic.
• Establishing control measures such as displaying a decal on
the window or having a specially marked vehicle.
1.2.5.2. Entry-control stations that are manned 24 hours each day should
have interior and exterior lighting, climate control, and a
sufficient glassed area to afford adequate observation for
231
personnel inside. Where appropriate, entry-control stations
should be designed for optimum personnel identification and
movement control. Each station should also include a telephone,
a radio, and badge racks.
1.2.5.3. Signs should be erected to assist in controlling authorized entry,
to deter unauthorized entry, and to preclude accidental entry.
Signs should be plainly displayed and be legible from any
approach to the perimeter from a reasonable distance. The size
and coloring of a sign, its letters, and the interval of posting must
be appropriate to each situation.
1.2.5.4. Entry-control stations should be hardened against attacks
according to the type of threat. The methods of hardening may
include:
• Reinforced concrete or masonry.
• Steel plating.
• Bullet-resistant glass.
• Sandbags, two layers in depth.
• Commercially fabricated, bullet-resistant building
components or assemblies.
1.2.6. Warning Signs
Appropriate signs should be erected to assist in controlling authorized
entry, deter unauthorized entry, and preclude accidental entry.
Signs should be plainly displayed and be legible from any approach to the
perimeter from a reasonable distance. The size and coloring of a sign, its
letters, and the interval of posting must be appropriate to each situation.
1.2.6.1. A significant amount of warning signs should be erected to
ensure that possible intruders are aware of entry into restricted
areas. Warning signs augment control signs. They warn intruders
that the area is restricted and that trespassing may result in the
use of deadly force.
1.2.6.2. Warning signs should be installed along the limited area’s
physical barriers and at each entry point where they can be seen
readily and understood by anyone approaching the perimeter.
Warning signs must be in the local dialect, the Filipino language,
and in English. The wording on the signs will denote warning of a
restricted area. The signs should be posted at intervals of no
more than 100 feet. They must not be mounted on fences
equipped with intrusion-detection equipment.
232
1.2.6.3. Signs setting forth the conditions of entry to an installation or
area should be plainly posted at all principal entrances. The signs
should be legible under normal conditions at a distance not less
than 50 feet from the point of entry. Such signs should inform the
entrant of the provisions of search (of the person, the vehicle,
packages, and so forth) or prohibitions (such as against cameras,
matches, and lighters and entry for reasons other than official
business) that may be prescribed by the ITS Terminal Security
Officer.
1.2.6.4. Signs or notices legibly setting forth the designation of restricted
areas and provisions of entry should be plainly posted at all
entrances and at other points along the perimeter line as
necessary.
1.2.7. Parking
1.2.7.1. Long-term parking areas should be situated away from ITS
Terminal passenger concourse to mitigate the risk of damage to
the passenger concourse from a vehicle-borne IED (Improvised
Explosive Device). Short-term parking of not more than 24 hours
should be closest to the passenger concourse, with strict control
of entering vehicles. If a vehicle remains parked for longer than
24 hours, the Terminal Security should remove the vehicle from
short-term parking to long-term parking.
1.2.7.2. The use of physical barriers, including dry moats and barriers
that may be disguised as flower pots or tree containers, should
be considered, in order to prevent cars from driving across lawns
to any location near the ITS Terminal building/s. There should be
controlled entry points to parking areas. Speed bumps should
also be considered, with a view to helping reduce the potential
for car-bomb attacks.
1.2.8. Building Exterior
Hardening and redundancy need to be incorporated into the design
process to accommodate the effects of abnormal loads.
1.2.8.1. Masonry Wall
Masonry walls for the ITS Terminal should be reinforced to be
resistant to high explosives that are package-size or larger.
1.2.8.2. Glass
Minimize damage due to glass fragments, e.g. install fragment-
retention film on the glass.
233
1.2.8.3. External Doors
External doors should be metal with at least 1 hour fire rating for
emergency doors. Doors should be close-fitting and equipped
with suitable locking devices. Locking bars across the back of a
door may offer an extra layer of protection.
1.2.8.4. Roofs and Roof Doors
If a roof is accessible from neighboring buildings or from the
ground via roof access doors, they should be secured in the same
way as other external doors. If doors provide emergency escape
routes for the occupants of neighboring buildings, suitable exit
and intrusion detection devices should be fitted on the doors.
Skylights, fanlights and roof lights should be secured with locks
or bolts.
1.2.8.5. External Drainage Pipes
External drainage pipes should be protected to discourage
climbing.
1.2.9. Public Utilities
Gas, electricity and water supply installations within buildings offer
potentially vulnerable access points. Whenever possible, cables and pipes
should enter the building/s from underground. Public service meters
should, whenever possible, be so sited that access to them does not
require entry into security restricted areas.
If air conditioning is essential to the operation of equipment, such as
computer installations, the electricity and water supply for the air
conditioning system should also be given adequate protection.
1.2.10. Public Areas
Areas accessible to the public should not overlook passenger and staff
search areas and loading and unloading areas. Other public areas that
should be supervised include facilities such as public parking areas and
access roadways.
1.2.11. Interior Barriers
Interior barriers establish boundaries or lines of demarcation of different
activities (and differing levels of security) within a facility shall be
included in the design as necessary.
234
1.2.12. Security Zones
The ITS Terminal should be constructed so as to isolate the different areas
in accordance with their function and access limitations. For the purpose
of this Schedule 19 (Minimum Security Standards and Mandatory
Requirements), the ITS Terminal is considered as a Security Restricted
Area and divided into the following:
1.2.12.1. Exclusion Area – Offices, Supply Room, Security Operation
Center, Power House,
1.2.12.2. Limited Area – Passenger Waiting Area, Passenger loading and
unloading Areas, Staging/Parking Area
1.2.12.3. Controlled Area – A controlled area is that portion of a restricted
area usually near or surrounding a limited or exclusion area, the
entry to which is restricted to personnel with a need for access.
The controlled area is provided for administrative control, for
safety, or as a buffer zone for in-depth security for the limited or
exclusion area.
2 MANDATORY REQUIREMENTS
2.1. Overview
The following mandatory requirements are to ensure that the security
procedures to be implemented by the Concessionaire are risk based and
integrated to the design. These shall not preclude the Concessionaire from
formulating supplementary security procedures to address other threat
scenarios like natural and technical threats.
2.2. ITS Terminal Security Advisory Committee (ITSAC)

The Concessionaire shall organize and activate a ITS Terminal Security Advisory
Committee (ITSAC) to advise the Facility Operator on matters concerning
security. The ITSAC shall be chaired by the designated ITSO and memberships
shall include representative from government agencies and other stakeholders,
or organizations involved in road transport security.
2.3. ITS Terminal Security Officer (ITSO)

The Concessionaire shall designate in writing an ITS Terminal Security Officer
(ITSO) whose functions and responsibilities shall be to:
2.3.1. Ensure that security assessment is carried out; and
235
2.3.2. Formulate, develop, maintain and implement ITS Terminal Security Plan
which shall be:
2.3.2.1. Consistent and in accordance with the National Security
Programme and in conformity with the Office of Transportation
Security (OTS) prescribed format;
2.3.2.2. Based on security assessment;
2.3.2.3. Ensure that Security Plan is regularly updated to meet the
security requirements and/or whenever changes are made in the
design of facilities or system of operations.
2.4. ITS Terminal Security Assessment (ITSA)

The Concessionaire shall carry out a ITS Terminal Security Assessment (ITSA) in
accordance with Paragraph 7, Book I, OTS-National Security Programme for Land
Transportation, Rail System, and Infrastructure (OTS-NSPLTRSI). The ITSA shall
be submitted to OTS for approval.
2.5. ITS Terminal Security Plan (ITSP)

The Concessionaire shall formulate a Road Transportation Security Plan (ITSP)
based on the approved ITSA in accordance with Paragraph 8, Book I, OTS-
NSPLTRSI. The ITSP shall be reviewed periodically and updated as necessary.
236
SCHEDULE 20: INSTRUCTIONS TO BIDDERS
[Enclosed]
237
SCHEDULE 21: CONCEPTUAL LAYOUT SUBMITTED BY
CONCESSIONAIRE DURING BID SUBMISSION
[Enclosed]
238
SCHEDULE 22: FINANCE PLAN
[Enclosed]
239

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REPUBLIC OF THE PHILIPPINES

DEPARTMENT OF TRANSPORTATION AND

SCHEDULES TO CONCESSION AGREEMENT

SOUTHWEST INTEGRATED TRANSPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AASHTO American Association of State Highway and Transportation Officials

Architectural Design a development or redevelopment concept that focuses on the

Architectural refer to architectural plans / designs, drawings, specifications and other

Disaster A natural or man-made hazard that has come to fruition, resulting in an

Environment, The aggregate of the natural external surroundings and conditions, in

Flood the overflow of an expanse of water that submerges land; a temporary

Liquefaction refers to the geologic process by which saturated, unconsolidated

NBO (National the Secretary of the DPWH as per the NBCP.

RLP (Registered and a State-regulated development and / or construction professional who is

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

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

Initial Shareholder Ownership

Megawide Construction Corporation 51%

WM Property Management, Inc. 49%

2. The Lead Member is Megawide Construction Corporation.

Qualifying Initial Shareholder Ownership

Megawide Construction Corporation 51%

WM Property Management, Inc. 49%

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

Qualifying Initial Shareholder Ownership

Megawide Construction Corporation 51%

WM Property Management, Inc. 49%

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

Area of the 4.59 Hectares

Access The Project Land is accessible from the Manila-Cavite

DIOSDADO MACAPAGAL BOULEVARD

PROJECT SITE- PART 1

TOTAL PROJECT SITE- 4.59 HECTARE

Shape and structure of the Project Land

DIOSDADO MACAPAGAL BOULEVARD

PROJECT SITE- PART 1

Access Roads to be developed by the Concessionaire

2. GENERAL SCOPE OF WORK

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

1. RESPONSIBILITIES PRIOR TO CONSTRUCTION START DATE