JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Joint Venture Agreement (“JVA”) is made and executed this 30th day of March 2023.

MUNICIPAL GOVERNMENT OF SAN RAFAEL, BULACAN, a government entity duly organized and existing
under and by virtue of the laws of the Philippines, with office address at SAN RAFAEL NEW MUNICIPAL HALL,
SAN RAFAEL BULACAN represented herein by its MUNICIPAL MAYOR, HON. MARK CHOLO I.
VIOLAGO herein after referred to as the “MUNICIPALITY”;

-and

BDSCIENTIA MEDICAL AND DIAGNOSTIC SUPPLIES, INC., (BDS Inc.) for brevity, a duly organized private
company and existing under and by virtue of the laws of the Philippines, with office address at 3RD BASEMENT LOT
2A GLADIOLA EXT. UPPER QUIRINO-MAGSAYSAY, BAGUIO CITY Philippines represented herein by its
representative EMMANUEL P. DALISAY, hereinafter referred to as the “PROPONENT”.

GENERAL PROVISION:

OBJECTIVE OF THE PROJECT

The objective of the project is to set up a dialysis center in the Municipality of San Rafael, Bulacan with fifteen dialysis
machines and to provide a very affordable but quality dialysis service to help the renal patients in the area and other
nearby cities and municipalities. Moreover, the proponent will set-up, operate and efficiently manage a state-of-the-art
dialysis center, to employ qualified non-medical staff and medical staff other than the dialysis nurses and pay for
DMO/POD, medical Director/Nephrologist coverage; payment for laundry and housekeeping; in charge of applying
and renewing all licenses for the dialysis center. Price and additional cash out; complete ownership of process SOP’s,
procurement, recruitment, training, IT System etc.

The project will provide additional access to great treatment for those with kidney diseases. This will contribute
additional revenues for the Municipality.

TERM OF THE AGREEMENT

This joint venture shall commence upon signing of both parties. This agreement shall be for a period of fifteen (15)
years from signing and is subject to renewal for an additional ten (10) years at the option of the Municipality.

For contract renewal purposes, the Municipality shall communicate to the proponent in writing at least sixty (60) days
before the expiration of the agreement.

DEFINITION OF TERMS:

a. Joint venture is an agreement whereby a Private Sector Entity or a group of private sector entities on one hand,
and a Government Entity or a group of Government Entities on the other hand, contribute money/capital,
 services, assets or a combination of any or all of the foregoing.

OBLIGATION OF THE MUNICIPALITY

a) Grant the exclusive right and the privilege to operate the San Rafael Hemodialysis Center located at Municipal
Government of San Rafael Bulacan.
b) Assist in all necessary requirements in compliance with DOH guidelines for licensing of dialysis clinic.
c) To provide free of charge adequate space/building dedicated for hemodialysis unit inside its premises and to
comply with DOH requirements and standards with complete basic utilities such as water supply, electricity
and local telephone line readily available.
d) To assist with the necessary permit/s & accreditation needed for the construction and operation of the dialysis
unit (i.e., DOH, MAYOR’S PERMIT, PHILHEALTH, etc.)
e) To help facilitate the disposal of hospital dialysis waste.
f) To encourage all local dialysis patients to the dialysis centers.
g) The local municipality should not set up another center within a 20km radius within the contract term.
h) To maintain and make all necessary major repairs and replacements (both structural and non-structural,
ordinary and extraordinary, foreseen and unforeseen, as applicable) to the hospital building, including:

i. the structural portions of the hospital building;

ii. the exterior, façade and curtainwall of the hospital building, its structural parts, the
foundations and floor slabs, all load-bearing walls, including glass and glazing; iii. the roof
and every part thereof;
iv. exterior windows;
v. elevators, stairs and halls;
vi. all common areas;
vii. the grounds (including landscaping, parking areas, walkways, roadways and
driveways); and
viii. fire and life safety equipment in the hospital building; in each case, throughout the

Term, and in such manner as is consistent with the maintenance, operation, replacement and repair standards
of comparable hospital buildings.

OBLIGATION OF THE PROPONENT:

A. To provide the major dialysis equipment listed above.
B. To provide and ensure availability of all consumables used in dialysis procedure.
• Treatment package includes the following:
• Acid Concentrate
• Bicarbonate
• AV Bloodlines (2)
• Needle (2)
• Plain NSS (1)
• Dialyzer Low Flux (1)
• Heparin
• Test Strip (1)
 • Cold Sterilant
• Disinfectant (bleach, citric acid, vinegar, etc.)
• Fistula Kit Pre and Post (2)
Pre:
➢ 2 pcs Iodine Pads
➢ 2 pcs Alcohol Pad
➢ 1 pc Dental bib
➢ 1 pc 10 cc Syringe
➢ 2x2 gauze
➢ 1 pair medium gloves
Post:
➢ 2 pcs Iodine Pads
➢ 2 pcs Alcohol Pad
➢ 4 pcs Cherrie ball gauze
➢ 1 pc 10cc Syringe
➢ 1 pair medium gloves
• Inclusion of Subclavian Pre/Post
Pre:
➢ 4 pcs Iodine Pads
➢ 4 pcs Alcohol pad
➢ 1 pc 10 cc syringe
➢ 4x4 gauze
➢ 1 pc dental bib
➢ 2 pcs facemask
➢ 1 pair medium gloves
Post:
➢ 2 pcs Iodine Pads
➢ 2 pcs alcohol pad
➢ 1 pc 10 cc Syringe
➢ 4x4 gauze
➢ 1 pair medium gloves
• Erythropoietin (as per Doctor’s order)
C. To provide treatment package to each dialysis patient for the maximum number of sessions only as directed by
PhilHealth provided that the available patient is properly registered in the PhilHealth Dialysis Database. Beyond
the specified number of maximum sessions, the patient shall pay the treatment package unless.
D. Set-up and operate and efficiently manage a state-of-the-art dialysis center. Physical Plant
E. Building; Air Conditioning Supply/Units; Cabling and Internet
F. Generator Set
G. Employ qualified non-medical staff and medical staff DMO/POD, Medical Director/Nephrologist coverage

A. Doctors/Physician
 - Qualified Head of Clinic or Medical Director
• Board Certified Nephrologist
• Board Qualified Physician if there is no Board-Certified Nephrologist
- Qualified Duty Physician (doctor: bed ratio= 1:15)
• Completed an accredited Internal Medicine Residency Program
• Training in Basic and Advanced Life Support
• Experience in the care of patients with ESRD
- Qualified Dialysis Nurse (nurse: bed ratio=1:4)
• Duly licensed current member of ReNap
• Certified IV Therapy nurse
• Training in dialysis for not less than 30 days and in Advance Cardiac Life Support and Basic Life
Support (ACLS/BLS)
• Hospital/Clinic work experience for at least six (6) moths
B. Support Staff
b.a. Administrative Staff Head
➢ Individual record folder of personnel available within the
clinic must contain the following:
✓ Resume
✓ Job description
✓ Physical Examination
✓ Laboratory test results
✓ Certificates of training
b.b.Technician
➢ Training in Dialysis

H. Prepare all necessary Files and Records (Logbook) as per required by the DOH
a.) Patient care
Dialysis charts
-Standing order for hemodialysis- updated quarterly
❖ Physician’s order
❖ Completed consent form- updated annually
❖ Patient’s monitoring sheet
❖ Standing order for medication
❖ Laboratory results
❖ Confinements with corresponding date and name of hospital
❖ History and physical examination
❖ Problem list
❖ Transfer/referral slip
❖ Patients Education
❖ Clinical Abstract
b.) Incident and Accident (in logbooks)
 ❖ Complications related to dialysis procedure
❖ Complications related to vascular access
❖ Complications related to disease process
❖ Dialysis adequacy of patients on thrice weekly treatments outcomes ❖
Staff/patient’s hepatitis status
I. Ensure that all Staff and Patient Vaccination is complied diligently ❖
Hepatitis B (double dose) – 0,1,2,6 months
❖ Influenza- annually
❖ Pneumococcal-every 5 years
Provide the Project Cost- Cause the preparation of all necessary documents for the pre-
construction stage such as master development and the engineering design

A. Provide for management, technology, equipment, machinery, manpower and personnel training
and other support facilities in compliance with DOH guidelines for licensing of dialysis clinic;
Treatment Area
• Dialysis Service Complex
• Dialysis station shall be designed to provide adequate space area and safe treatment as well as to
ensure the privacy of patients. The area shall not be less than 6 square meters to accommodate a chair, the
dialysis equipment and emergency equipment if needed.
• Nursing station shall be in an area that allows adequate surveillance of patients on dialysis
machines. It shall also be the releasing area for post-hemodialysis patients. • Storage area for sterile
instrument/supplies and other materials.
• Work area that contains a work counter, hand washing sink, storage cabinets. • Toilet
facility for the staff/patients with urinal, water closet and lavatory.
• Equipment and Supplies
J. To cater only to non-hepatitis patients. Refer hepatitis patient to nearby hospitals. J. To pay for the basic
utilities such as water supply, electricity and local telephone for the dialysis center.
K. Payment for laundry and housekeeping will be provided by the Proponent L. In charge of applying and
renewing all licenses for the dialysis center. Price and additional cash out will be decided by the
Proponent.
L. Complete ownership of process SOP’s, procurement, recruitment, training, IT system etc. during the
agreement tenure will be for the account of the Proponent.
M. The Proponent shall provide additional dialysis machines as the need arises as addendum to this contract.
N. Supply for all purpose shall be adequate in volume and pressure. Water used for dialysis purposes must be
analyzed for bacteria at least monthly, for chemicals at least every six months and treated as necessary to
maintain a continuous water supply that is biologically and chemically compatible with acceptable
dialysis techniques. The bacterial count shall be <200 col/cc. The minimum chemicals to be analyzed are
aluminum, chlorine, fluoride and copper.
O. To manage dialysis waste disposal.
P. All plumbing shall be installed in such a manner as to prevent back flow or cross contamination between
potable and non-potable water supplies.
Q. To provide effective and suitable ventilation to maintain comfortable room temperature. S. To provide
enough intensity of illumination to provide effective nursing care. T. Assume all tax liabilities that may be
levied by the national government and the Municipal.
Capital Expenditure: The total project cost is Php 26,200,000.00 broken down as follows:

Retrofitting of 547sqm Hemodialysis Center and

Nurse’s Quarters

A. Architectural works 6,800,000.00

B. Electrical and Auxiliary Works

C. Mechanical Works

D. Plumbing and Sanitary Works

Department of Health Required Unit Cost Total Unit Cost

Equipment

a. 15 Brand New 850,000.00 12,750,000.00

hemodialysis machines

A. 15 Hemodialysis chair 20,000.00 300,000.00

B. 1 Reverse Osmosis 980,000.00 980,000.00

C. 2-unit Reprocessing 580,000.00 1,160,000.00

Machine

D. 2 unit of Mixer 90,000.00 180,000.00

E. 1 Emergency Cart & 300,000.00 300,000.00

Supplies

F. 1 DOH Standard 500,000.00 500,000.00

Defibrillator and ECG
Machine

G. 1 Patient Information 600,000.00 600,000.00

System

H. Miscellaneous 600,000.00 600,000.00

I. Generator 880,000.00 880,000.00

J. Training and Logistics 250,000.00 250,000.00

 K. Airconditioning Unit 900,000.00 900,000.00

SUBTOTAL 19,400,000.00

Section 4. Profit Sharing

A 1% -99% Net Revenue Sharing shall be applied after deducting all necessary expenses such as but not limited
to supplies, utilities, salaries, depreciation, amortization etc. and other related business expenses to the gross
income, there is a sharing on net income generated on which 1% is for the Municipality and 99% is for the
Proponent.

Sharing will be based on the existing Philhealth per treatment cost which is Php 2,600.00 less the total price for
the consumables used together with the total operating expenses. The remaining amount shall be the basis for the
profit sharing.

Section 5. Vehicle and Governance

The Proponent proposes that the JV arrangement be undertaken through a contractual/ unincorporated JV. No
JV Company or stock corporation shall be incorporated. As defined in the enabling Ordinance, a “Contractual
JV” is a “legal and binding agreement under which the JV partners shall perform the primary functions and
obligations under the JV Agreement without forming a JV company.

IN WITNESS WHEREOF, the parties hereby affixed their signatures on this ___day of
__________ in _______, province ______________.

Hon. Mark Cholo I. Violago

Mr. Emmanuel P. Dalisay

Municipal Mayor
San Rafael, Bulacan Owner
BD Scientia Medical and Diagnostic
Supplies, Inc.

SIGNED IN THE
PRESENCE OF:
 Witness1
Witness2

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, on this _______day of
________________, personally appeared the following:
NAME: Residence Cert. No.: DATE/PLACE ISSUED:

Emmanuel P. Dalisay

HON. Mark Cholo I. Violago

 WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above
written.

Doc No.
Page No
Book No.
Series of 2023

EXHIBIT “A”
EQUIPMENT

15-units Fresenius 4008S

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15-units Dialysis Chair

1-unit Reverse Osmosis Water Treatment
System 2-unit Reprocessing Machine
2- unit Mixer
1-unit Emergency Cart & Supplies
1-unit DOH Standard Defibrillator and ECG
Machine 1 Patient Information System
1-unit Generator
1-unit Airconditioning unit

EXHIBIT “B”
FlOOR PLAN