DPWH Daang Harii - Slex Road Link Project - Mcex DTD 12-17-19 R-3234 PDF

Republic of the Philippines
DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS

CENTRAL OFFICE
$ Manila
December 17, 2019
Atty. FREDRIC ANTHONY E. SANTOS

Chief, Legal Division
Department of Justice
Bureau of Correction
NBP Reservation, 1776 Muntinlupa City
Dear Atty. Santos:
Thank you for your information request dated August 13, 2019 for Daang Hari-SLEX
Road Link Project (Mu nti n I u pa-Cavite Expressway).
Kindly see attached to this letter the reply from DPWH Public-Private Partnership
Service Director Alex G. Bote.
For your information, Sir.
Very truly yours,
ANDROTIAGO
Commun4 Ars Officer IV
DPWH FOl Receiving Officer
Cc: Undersecretary MARIA CATALINA E. CABRAL, Ph.D., CESO I
For Planning and PPP
17.1.1 SAB
A...

CENTRAL OFFICE
Manila -
DEC 11 2019 H
December 6, 2019
MEMORANDUM
TO : Mr. ANDROV.SANTIAGO
FOl Receiving Officer, Stakeholders Relations Service
SUBJECT : Daang Hari-SLEX Road Link Project (Muntinlupa-Cavite Expressway)

Request for Documents by Bureau of Corrections (BuCor)
This refers to your letter dated 8 November 2019 requesting this Office to provide the Bureau of
Corrections (Bucor) any information relative to the above-captioned subject since their request
complied with the provisions of Executive Order No. 2 series of 2016, also known as the Freedom
of Information.
Please be informed that although the needed documents involves public transaction, it still contains
confidential information which may affect the business rights of the Concessionaire, Ayala
Corporation (AC).
Considering the above-condition, may we be clarified if the said documents may still be provided
to Bucor.
Forypur further evaluation and recommendation.
DirectØr IV, PPP Service

13.1.2 KAMNMAN
J/ I CENTRAL OFFICE
Manila
WHP Efl:i FE
November 8, 2019
it
NOV 082019
Director ALEX G. BOTE

Li u
Public-Private Partnership Service
DPWH Central Office
Dear Director Bote:
This refers to Freedom of Information request of Atty. Fredric Anthony E. Santos,

Chief, Legal Division, Bureau of Corrections, regarding Daang Hari-SLEX Road Link
Project (M unti ni upa-Cavite Expressway).
Considering that the request of Atty. Santos complies with the provisions of
Executive Order No. 2 series of 2016, also known as the Freedom of Information
Order, it is respectfully requested to provide any information relative thereto, copy
furnish the undersigned.
For your information and appropriate action, Sir.
Very truly yours,
AN DR(ANTIAGO
Community Affairs Officer IV
DPWH FOI Receiving Officer
17.1.1 SB/AVS
CENTRAL OFFICE
Manila
OCT 0 20 19
October 21, 2019
u.
di
MEMORANDUM
TO : Mr. ANDRO V. SANTIAGO

FOI Receiving Officer, Stakeholders Relations Service
SUBJECT : Daang Hari-SLEX Road Link Project (Muntinlupa-Cavite Expressway)

Request for Documents by Bureau of Corrections (BuCor)
Pursuant to Department Order (D.O.) No. 62, series of 2017 entitled, "Designation of the Freedom
of Information (FOl) Receiving Officer (FRO) and FOl Decision Maker (FDM), and Constitution of
the Central Appeals and Review Committee (CARC) referred herewith, for your evaluation and
recommendation, is the letter dated 13 August 2019 of Atty. Fredric Anthony E. Santos, Chief,
Legal Divison, Bureau of Corrections (BuCor) requesting for the complete bidding documents of
the above-captioned project including:
1. Contract of the Project

2. Terms of Reference
3. Notice of Award
4. Notice to Proceed
CtJ Tp Service

13.1.2 KAMA/ANP/MAN
Republic of the Philippines co
iN DEPARTMENT OF JUSTICE
7
BUREAU OF CORRECTIONS
\ \ NBP Reservation, 1776 Muntinlupa City
13 August 2019
MARIA CATALINA E. CABRAL, PhD

Undersecretary for Planning and PPP
Department of Public Works and Highways
DPWH Building, Bonifaclo Drive,
Port Area, Manila
Dear Undersecretary Cabral:
We would like to express our sincerest gratitude for

providing this agency pertinent .,documents which can help
this agency to identify the metes and bounds of all Bucor
properties within the area of Muntinlupa City. This will
enable us to move forward towards the realization of our
plans and programs in line with the modernization of the
Bureau of Corrections.
In this connection, may we also request for the complete

bidding documents with regards to the completed Daarig
Hari-SLEX Link Road or the Muntinlupa- Cavite Expressway
(MCX) Project which was implemented by the DPWH and
the PPP Center including:
a. Contract of the Project

b. Terms of Reference
c. Notice of Award
d. Notice to Proceed
We are looking forward to receiving the data as soon as

possible.
Thank you and good day!
By the Authority of the Director General, BuCor:
ATTY. FREDRIC ANTHO SANTOS

Chief, Legal Division
Concession Agreement
Daang Hari-SLEX Link Road Project
b.
1
Table of Contents
Recitals.................................................................................................................................3
Section 1 DEFINITIONS AND RULES OF INTERPRETATION ...... ...... .... ......... ... .... 5
Section 2 DOCUMENTS COMPRISING THE CONCESSION AGREEMENT......... 15
Section 3 PROJECT .................................. 16
Section 4 CONCESSION PERIOD ........................................ 16
Section 5 MILESTONES.......................................................... ................. ......... 16
Section 6 CONSTRUCTION PERFORMANCE SECURITY ........... ... .... ...... ...... 19
Section 7 FINANCING ............................................................... 20
Section 8 RIGHT-OF-WAY ..................... 21
Section 9 DESIGN ......... ........ ........ ......... -....... 23
Section 10 CONSTRUCTION .. ... .. .... _ .......... .. ........... ...... ... ... ...... . 26
Section 11 INDEPENDENT CONSULTANT ....... ....... 38
Section 12 OPERATION AND MAINTENANCE ........ ........... ..45
Section 13 1.OLAJJS ............n ... ....
......fl... nn ........ 51
Section 14 INSURANCE ._................._ ..... ... .................... 54
Section 15 FORCE MAJEUIRE ....................................... .. ..... .. ......... 56
Section 16 MATERIAL ADVERSE GOVERNMENT ACTION ................ .... ............... 60
Section 17 DEFAULT AND TERMINATION ........... .. .... .. ...... -.... ... .....................
Section 18 CORRUPT, FRAUDULENT, AND COERCIVE PRACTICES...-...-.-.... 73
Section 19 11.JT()\ ' EI(..... ..... .. .......................... .. ............................................................. 73
I- Section 20 REPRESENTATIONS, WARRANTIES, ANDIJNDERTAKINGS ............76
Section 21 DISPUTE RESOLUTION .............. .._. ..... 79
Section 22 OWNERSHIP OF THE CONCESSIONAIRE .. ............................................ 81
I Section 23 GENERAL CONCESSIONAIRE INDEMNITY ..........................................82
Section 24 MISCELLANEOUS PROVISIONS ....................................................... ........82
I-
I
F
1*
3-
F 2
F
I
- Annexes
Annex A: Deed of Sale for Advance Works

Annex B: Construction Performance Security
Annex C: Minimum Performance Standards and Specifications
Annex D: Conceptual Engineering Design (from Winning Bidder's Technical
Proposal)
Annex E: Entities which Fulfil the Construction Experience Requirements, and
Entities which Fulfil the O&M Experience Requirements
Annex F: Form of Quarterly Report on Construction
Annex G: Construction Schedule for Segment I (from Winning Bidder's
Technical Proposal)
Annex H: Asset Register
Annex I: Outline of Construction Completion Report
Annex S-I: Toll Regulatory Board Resolution Providing for the Process and
Requirements for the Application and Issuance of a Toll Operation
Certificate
Annex J-2: Toll Regulatory Board Resolution on Toll Rate Adjustments
Annex K: Form of Monthly Report on Operation and Maintenance
Annex L: Requirements for Substitute Concessionaire
Annex M: DPWH Termination Payments and Construction Works Purchase
Payment
Annex N: Shareholders of the Concessionaire
CONCESSION AGREEMENT
DAANG HARJ-SLEX LINK ROAD PROJECT
This Concession Agreement entered into this day of February 2012, in

by and between:
The GOVERNMENT OF THE REPUBLIC OF THE PHILIPPiNES,
acting through its DEPARTMENT OF PUBLIC WORKS AND
HIGHWAYS, hereinafter referred to as the "DPWH" with office address
at the DPWII Building, Bonifacio Drive, Port Area, Manila, represented
herein by its Secretary, ROGELIO L. S1NGSON.
- and-
- AYALA CORPORATION, a corporation duly organized and existing
under and by virtue of the laws of the Republic of the Philippines with
office address at the 34th Floor, Tower One and Exchange Plaza, Ayala
- Triangle, Ayala Avenue, Makati City, represented herein by its duly
authorized Attorneys-in-Fact, JOHN ERIC T. FRANCIA and GINAFLOR
C . ORIS, and hereinafter referred to as the "Concessionaire";
(hereinafter collectively referred to as the "Parties")
WITNESS THAT:
WHEREAS, the DPWH, as the main agency of the Government of the Republic of the
Philippines mandated to develop national roads including expressways in the Philippines, has
decided to implement the Daang Hari-South Luzon Expressway ("SLEX") Link Road
Project in order to respond to the transport requirements of the area,
- WHEREAS, on 18 July 2011, the DPWH obtained the approval of the Investment
Coordination Committee of the National Economic and Development Authority to develop
and implement the Project under a Build-Transfer-Operate contractual arrangement pursuant
to Republic Act No. 6957, as amended, and its Implementing Rules and Regulations (the
"BOT Law");
WHEREAS, the Concessionaire has been formed by the winning bidder that was selected by
the DPWH to undertake the Project on the terms and conditions set forth in this Concession
Agreement as the result of a competitive public bidding process conducted by the DPWH
under the BOT Law and the Concessionaire has duly acceded to undertake the Project;
WHEREAS, the Concessionaire has purchased the Advance Works from the Alabang-Sto.
Tomas Development Inc. ("ASDF') through the Deed of Sale for Advance Works;
NOW THEREFORE, for and in consideration of these premises and the mutual
commitments, obligations and undertakings hereunder, the Parties have agreed as follows:
Section 1 DEFINITIONS AND RULES OF INTERPRETATION
1.1 Definitions
- In this Concession Agreement, each of the following terms has the meaning stated
below, unless its context as used in this Concession Agreement clearly indicates
- otherwise:
"Additional Right of Way" means the land or land rights required for the Project
- that the Concessionaire shall provide at its own cost, as provided in Section 8.2.
"Advance Works" means the completed portion of Segment I of the Project

which was constructed by ASDI, and which was the subject of the Deed of Sale
for Advance Works shown in Annex A.
"Advance Works Improvements" has the meaning given in Section 10.2.b.
"Advance Works Improvement Certification" has the meaning given in Section

I0.2.b (3).
"Affiliate" means, a corporation or entity that, directly or indirectly, Controls the

Concessionaire or is associated with the Concessionaire under common
ownership and Control.
"Approved (MM Manuals" means the O&M Manuals as approved by the

DPWH.
• "Asset Register" means the inventory initially prepared by ASDI and the DPWH
set out in Annex H describing all of the assets comprising the Advance Works, as
- updated by the Concessionaire to include a description of all assets comprising the
Daang Hari-SLEX Link Road in accordance with Sections lO.lO.d and 12.4.d..
- "Basic Right of Way" means the land or land rights required for the Project as set
out in the following:
For Segment I: Contract Drawing Nos. R-02 and R-03 of the Detailed
Engineering Design ("DED") for Segment I; and
For Segment II: The DED for Segment II prepared by the

Concessionaire and submitted to the DPWH and
Independent Consultant as provided in Section 9.2.a.
"Bidding Process" means the public tender held in accordance with the BOT Law
I for the award of the Project and this Concession Agreement.
- "BOT Law" means Republic Act No. 6957, as amended by Republic Act
No.7718, and its Implementing Rules and Regulations.
"Cernflcale of Final Completion" means the document i by the DPWH

after the Independent Consultant certifies that Concessio has finished all
5
works to complete Construction have been satisfied, as provided in Section
10.10.b(1).
"Certificate of Substantial Completion" means the document issued by the

DPWH after the Independent Consultant certifies that all the conditions in Section
10.9.a have been fulfilled.
"Certified DED for Segment II" means the DED for Segment II as certified by
the Independent Consultant in accordance with Section 9.2.c.
"Change in Law" means any repeal, amendment, modification, change, addition

to, deletion from, any law, regulation, order, decision or judgment of any
Government Authority, or the enactment or issuance of any new law or regulation
by any Government Authority, in each case which (i) occurs after the Signing
Date. (ii) the Concessionaire is legally obliged to comply with, and (iii) the
Concessionaire had no knowledge of, or could not reasonably be expected to have
had knowledge of, prior to the date of this Concession Agreement.
"Coercive Practice" means impairing or harming, or threatening to impair or

- harm, directly or indirectly, or exercising undue influence upon any person or
property to influence any person's participation or action in the implementation of
the Concession Agreement.
"Conceptual Engineering Design" means the conceptual engineering design

relating to the Project provided by the Concessionaire in its Technical Proposal, a
copy of which is attached as part of Annex D, as may be updated by the
Concessionaire in accordance with Section 9.1 .b of this Concession Agreement.
"Concessionaire" means the corporation which is a Party to this Concession

Agreement
"Concessionaire Default" means any of the events of default for which the
Concessionaire is responsible as described in Section 17.2.
"Concession Agreement" means this agreement, including its Annexes, as may

be. from time to time, amended, revised, modified or supplemented.
"Concession Period" has the meaning given in Section 4.
"Consent" means any permit, license, approval, concession, right, award,

registration, certification, waiver, exemption, or other authorization, including any
amen dments thereto, that is required under the terms of or in connection with this
Concession Agreement.
"Construction" means all aspects of construction work and activities relating to

the Project, as provided in Section 10.
"Construction Completion Deadline" means the date that is:
(a) eighteen (18) months after the Signing Date or,
F 6
I
(b) if the Concessionaire submits an updated Conceptual Engineering
- Design under Section 9.1 .b, eighteen (18) months from acceptance or
rejection by the DPWH of the updated Conceptual Engineering
Design.
Reference to the Construction Completion Deadline shall include such extensions

- as may be expressly allowed in accordance with this Concession Agreement.
"Construction Completion Report" means the report to be issued by the

Concessionaire pursuant to Section 10.10.d (3) in the form of, and containing the
contents described in. Annex I, as may be modified by the DPWH.
"Construction Contractor" means the entity engaged by the Concessionaire to

undertake the Construction for the Project.
"Construction Dispute" means any dispute over which the Construction Industry
Arbitration Commission ("CIAC") has exclusive and original jurisdiction as
provided by the CJAC charter and by applicable decisions of the Supreme Court
of the Philippines.
"Construction Long-stop Date" means the date that is three (3) months after the
Construction Completion Deadline.
"Construction Performance Security" means the security posted by the

- Concessionaire to guarantee its faithful performance of its obligations from the
Signing Date until the date that is one (1) year after the date of the issuance of the
Certificate of Final Completion, as provided in Section 6.
"Construction Period" means the period from the Signing Date until the date of
issuance of the Certificate of Final Completion.
"Construction Schedule" means the schedule for Construction of Segment I as

- set out in Annex G, and the schedule for Construction of Segment II to be set out
in the Certified DED for Segment II.
"Construction Works Purchase Payment" means the optional payment which

can be made by the DPWH for the Works in Progress following a Concessionaire
Default during the Construction Period as computed in accordance with Annex M.
"Control" means the power to direct or cause the direction of the management
policies of a body corporate whether through: (i) ownership of at least fifty one
percent (51%) of the outstanding voting shares and voting rights or (ii) ownership
of at least twenty percent (20%) of the outstanding voting shares and possession
of at least fifty-one percent (51%) of the voting rights through voting trust or
other voting agreements.
"Corrupt Practice" means any of the prohibited acts under Republic Act No.
3019 otherwise known as the Anti-Graft and Corrupt Practi t, including the
- offering, giving, receiving, or soliciting, directly or indire y, of anything of
-- 7 II
t
value to influence the actions of any person connected with the implementation of
this Concession Agreement.
"Debt" means the aggregate of all outstanding amounts of all indebtedness and
- other liabilities of any nature of the Concessionaire, including accrued interest and
other charges.
- "Daang Hari-SLEX Link Road" means Segment I and Segment H.
"Defects Performance Security" means the security to be posted by the

Concessionaire to guarantee its faithful performance of its obligations contained
in Section 19.
"Delay Interest" is defined in Section 13.3.a (1).
"Design" means the preparation by the Concessionaire of the DED for Segment II
in accordance with Section 9, as may be amended by any Variation.
"DED for Segment I" means the DED for Segment I, as shown in Annex A of
the Minimum Performance Standards and Specifications.
&DED for Segment IT ' means the DED for Segment II which will be prepared by
the Concessionaire pursuant to this Concession Agreement, in particular the
Minimum Performance Standards and Specifications.
"Dispute" is defined in Section 21.2.
"DFWH" means the Department of Public Works and Highways.
"DPWFI Default" means any of the events of default for which the DPWI-I is
- responsible as described in Section 17.3.
"DPWH Termination Payment" means the payment payable by the DPWH to

the Concessionaire pursuant to Section 1 7.4.a or I 7.4.c and calculated in
accordance with Annex M.
"Equity" means the total audited book value of all common and preferred shares
of stock of the Concessionaire which are issued and outstanding, including current
retained earnings of the Concessionaire. If Equity must be calculated between
audited balance sheet dates, Equity shalt include the book value of common and
preferred shares issued between audited balance sheet dates as attested to by the
Concessionaire's Corporate Secretary.
"Facility Operator" means the entity engaged by the Concessionaire in
accordance with Section 12.2 to undertake the Operation and Maintenance of the
Daang Hari-SLEX Link Road.
"Financing Agreements" mean the agreements or instruments that make

available or extend loans, credit, notes. bonds, subordinated ebt,, letters of credit,
credit security, swaps, derivatives, hedging instruments, 1id other documents
I- 8
I-
relating to the financing or refinancing of the Project provided by any Lender,
including any amendments, supplements, extensions, and renewals of that
financing or refinancing, original copies of which shall be certified and submitted
by the Concessionaire to the DPWH.
"Financial Closure" means the achievement of the requirements described in

Section 7.2.b.
"Force Majeure" or "Force Majeure Event" is defined in Section 15.
"Foregone Toll Income" or "FTI" is defined in Section 13.3.a (1).
"Fraudulent Practice" any hoax, delusion, falsification, scheme, artifice.

dishonesty, trickery, deceit, cheating and the like, especially when involving
- misrepresentation, omission, concealment, suppression, non-disclosure or
disclosure of incomplete facts, whether in fact or equity, in order to influence the
implementation of the Concession Agreement.
"Government Authority" means any national or local agency, instrumentality,

body, official, employee or agent of the Republic of the Philippines exercising
executive, legislative, judicial, or administrative powers and having jurisdiction or
authority over the matter in question.
"Incident" means any event that causes a delay in Construction, not due to the
fault or negligence of the Concessionaire or any subcontractor(s), as enumerated
in Section 10.7.b.
-- "Independent Consultant" referred hereto as IC means the person or firm

appointed by the Parties to provide independent advice to the Parties for the
Design and Construction of the Daang Hari-SLEX Link Road. as provided in
Section 11.
"Independent Consultant Contract" means the contract of appointment of the

Independent Consultant by the DPWH and the Concessionaire.
"Independent Expert" means the person to whom Disputes involving a DPWH

Termination Payment or Construction Works Purchase Payment are referred, as
provided in Section 21.4.
"Inspection Reports" means the reports prepared by the Concessionaire after it

conducts its periodic inspection of the Daang Hari-SLEX Link Road to determine
I its condition during the Operation Period, as provided in Section 12.4.b, and
- submitted to the DPWH as part of the Monthly Operation and Maintenance
I. Report, as provided in Section 12.4.c.
- "Instructions to Bidders" refers to the instructions to bidders issued by the

[ DP\VH during the Bidding Process including any supplemental notices and bid
bulletins issued by the SBAC.
I
r 9
I.
"Key Performance Indicators" refers to the standards or requirements for major
- aspects of the Operation and Maintenance of the Daang Hari-SLEX Link Road, as
defined in Section 28 of the Minimum Performance Standards and Specifications.
"Lead Member" means the shareholder of the Concessionaire identified in Annex

N as the lead member.
- "Lender(s)" means any person(s), providing loans or other financing or

refinancing to the Concessionaire under the Financing Agreements, including its
- successors, assignees. agents and trustees, but not including the shareholders of
the Concessionaire and their affiliates.
- "Leverage Ratio" means Debt / (Debt - Equity) x 100, expressed as a percentage.
"Liquidated Damages" is defined in Section 10.11 .a.
"Maintenance" means the day-to-day upkeep and repair of the Daang Han-
SLEX Link Road, necessary or required for its safe and proper operation,
including the provision of labor, materials, equipment, and supervision, in
- accordance with Section 12.
"Material Adverse Government Action " is defined in Section 16.1.
"Milestones" means specific key events in the implementation of the Concession

Agreement as enumerated in Section 5.
'Minimum Performance Standards and Specifications" mean the document in

Annex C describing the minimum performance or functional standards and
specifications that the Concessionaire must comply with in undertaking the
Design. Construction, Operation and Maintenance of the Project.
"Monthly Report on Operation and Maintenance" means the report in the

format set out in Annex K to be issued by the Concessionaire to the DPWH in
relation to the Operation and Maintenance in each relevant month as further
provided in Section 12.4.c.
"Non-Toll User Related Facilities" means facilities and utilities that require
- passage under or above the Basic and Additional Right of Way, such as, but not
limited to, gas pipes, water pipes and telecommunication lines and cables that are
not "Toll User Related Facilities."
"Notice to Proceed with Segment H" means the notice issued by the DPWH to
the Concessionaire authorizing the commencement of the Construction, as
provided in Section 10.3.b.
"Notice of Violation" means a written notice issued by a non-defaulting Party to

a defaulting Parry for non-compliance with this Agreement, as provided in
Section 17.
10
"Notice of Termination" means a written notice issued by a Party to the other
Party terminating the Concession Agreement as of the date stated therein (without
prejudice to the rights of the Lenders to appoint a Substitute Concessionaire in
accordance with Section 17.2.e).
"O&M Liquidated Damages" is defined in Section 123.d.
"O&M Manuals" mean the manuals detailing the standards, guidelines,

procedures and requirements of the DPWH in respect of the Operation and
Maintenance of the Daang Hari-SLEX Link Road that shall be prepared and
submitted by the Concessionaire in accordance with Section 10.4.e.
"O&M Performance Security" means the security posted by the Concessionaire

in favour of the DPWH to guarantee the faithful performance of its obligations
pursuant to the Concession Agreement during the Operation Period, as required in
Section 12.5.
"Operation" means the day-to-day administration and management of the Daang

Hari-SLEX Link Road for its use by motorists, including the collection of Tolls
from users of the Daang Hari-SLEX Link Road and the utilization of necessary
manpower, equipment and materials, in accordance with Section 12.
-- "Operation Period" means the period from the date of issuance of the Toll
Operation Certificate until the end of the Concession Period or the termination of
the Concession Agreement, whichever comes earlier.
"PamM -" or "Parties" means the Concessionaire and/or the DPWH, individually or
collectively, as may be applicable.
"Permitted Leverage Ratio" is defined in Section 7.1.
"Project" is defined in Section 3.
"Project DED" means the DIED for Segment I and the Certified DED for
Segment H.
"Project Dispute Resolution Board" means the dispute resolution board

composed of such members as are appointed in accordance with Section 21 .3.b to
resolve Disputes.
- "Prudent Industry Practice" means applying, in relation to the manner in which

the obligations are rendered under this Concession Agreement, the standards,
practices, methods and procedures conforming to all laws and regulations, and
exercising that degree of skill, care, diligence, prudence and foresight that would
reasonably and ordinarily be expected from a skilled and experienced person
engaged in a similar type of undertaking under similar circumstances, including
taking reasonable steps to ensure that:
11
(a) adequate materials, resources, and supplies are available to meet the
facilities' needs under normal conditions and reasonably anticipated
abnormal conditions;
(b) sufficient and duly licensed operating personnel (i) are available, (ii)
are adequately experienced and trained to operate the facilities
properly and efficiently, and (iii) are capable of responding to
abnormal conditions;
(c) preventive, routine, and non-routine maintenance and repairs (i) are
performed on a basis that ensures reliable long-term and safe operation
and (ii) are performed by knowledgeable, trained, and experienced
personnel who are duly licensed and are using proper equipment tools,
and procedures;
(d) appropriate monitoring and testing is done to ensure that the facility is
functioning as designed and to provide assurance that infrastructure
- and equipment will function properly under both normal and abnormal
conditions; and
(e) equipment is operated in a manner safe to workers, the general public,

and the environment.
"Quarterly Report on Construction" means the report on Construction referred to

in Section 10.4.d and in the form contained in Annex F.
"Remaining Works for Segment 1" means the portion of Segment I which has not
yet been completed as of the Signing Date.
"SBAC" means the "Special Bids and Awards Committee" for Public-Private
Partnership Projects of the DPWH constituted under Special Order No. 68, dated
28 March 2011, pursuant to the BOT Law.
"Segment I" is the segment of the Daang Hari-SLEX Link Road which starts at
Km 0 at the Daang Hari-Daang Reyna junction I Bacoor, Cavite, running
- generally eastward, passing through the National Biibid Prison Reservation,
ending at Km 2+300, for a length of approximately 2.3 km. Its main component
structures are listed in the Minimum Performance Standards and Specifications.
"Segment II" is the segment of the Daang Hari-SLEX Link Road which starts at
the end point of Segment 1. Km 2±3 00, and ends at approximately Km 4+000 to
connect with the Susana Heights interchange of the SLEX. or such other
termination point in SLEX as indicated in Concessionaire's Conceptual
Engineering Design or as may be allowed by the DPWH in accordance with
Section 9.l.b.
"Signing Date" means the date of the signing of this Concession Agreement.
"Subcontractor" means the person or entity engaged: y e Construction

Contractor or Facility Operator to undertake a part but ot e whole, of the
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Construction or the Operation and Maintenance oi me JJaang ritti-
Road.
"Substitute Concessionaire" means the entity nominated by the Lenders to take

- over the rights and obligations of the Concessionaire under this Concession
Agreement in accordance with Section 17.2.e, who satisfies the conditions set out
at Section 17.2.e (2).
"Termination Date" means the date on which one Party serves the other Party
with a Notice of Termination in accordance with Section 10.3.c, Section 15.34
Section 15.3.e, or Section 17.
"Tests" mean the tests which the Concessionaire is required to conduct on the
Construction, as provided in Sections 10.8 and 10.9.
"Toll" means the amount of toll to be charged and collected from users of the
Daang Hari-SLEX Link Road at the fixed toll rate specified in Section 13.1 for
the appropriate vehicle class for motorists travelling on the Daang Hari-SLEX
Link Road, as adjusted in accordance with Section 13.
"Toll Equivalent Unit" means the peso amount of the toll rate for a Class I
vehicle, as of the time that it is being calculated.
"Toll Rate" means the amount of the Toll charged per vehicle type.
"Toll Rate Adjustments" is defined in Section 13.2.
"Toll Operation CertWcaie" means the certificate issued by the TRB to the
Concessionaire or, as applicable, to the entity designated by the Concessionaire as
the Facility Operator, authorizing the operation of the Daang Hari-SLEX Link
Road as a public utility, including the collection of Tolls.
"Toll LTser Related Facilities" means any commercial and/or business activity
requiring access through or on the Basic and Additional Right of Way that
enhances the safety, comfort and convenience of the users of the Daang Han-
SLEX Link Road such as, but not limited to restaurants, gasoline stations, towing
and repair shops.
"TRB" means the Toll Regulatory Board, an agency attached to the Department
of Transportation and Communications.
1 "Variation" means a change in the Minimum Performance Standards and
Specifications or the scope of the Project which, in the opinion of the DPWH, is
U necessary to comply with a Change in Law or to ensure the safety of the general
public or the Project and which does not arise from the breach, fault or
negligence of the Concessionaire.
"Works in Progress" means (at the date of issuance of a Notice of Termination

1 pursuant to Section 17.2.e) the permanent and temporary works including the
Advance Works, materials, goods, plant and equipment (other than constructional
1 13
plant and equipment belonging to or which is the responsibility of the
Concessionaire or the Concessionaire's sub-contractors or the Facility Operator or
the Facility Operator's sub-contractors) for incorporation in the Construction
works.
1.2 Rules of Interpretation
- 1.2.a In this Concession Agreement, unless the context otherwise requires:
1.2.a(l) "Include," "includes." and "including" are deemed to be

followed by "without limitation" or "but not limited to,"
whether or not actually followed by such words or words of
like import.
1.2.a (2) References to any document or agreement shall be deemed to

include references to such document or agreement as amended,
supplemented, novated, varied or replaced from time to time.
1.2.a (3) References to a person include his successors and permitted

assigns.
1.2.a (4) References to any gender include all genders, and references to
the singular include the plural, and vice versa.
I .2.a (5) References to Sections are references to Sections of this

Concession Agreement, unless expressly provided otherwise.
1.2.a (6) References to Annexes which do not specify what document

they are annexed to are references to Annexes of this
Concession Agreement, including any annexes to the Annexes.
1.2.a (7) Annexes are integral parts of this Concession Agreement.
1.2.a (8) Headings are for convenience only and shall not affect the
interpretation or construction of any provision of this
1-2-a (9) References to a "day" refers to a calendar day reference to a

f "month" refers to calendar month, and a "year" as a period of
time commencing on a particular date and ending on the day
before the anniversary of such date
l.2.a (10) References to the Concessionaire in respect of its obligations

r and responsibilities in the Operation of the Project shall be
construed as a requirement on the Concessionaire to procure
that its Facility Operator carry out the relevant operational
1 obligations. Where a Facility Operat r as been duly
designated, it is understood that the P es intend to fully
1- comply with the requirement of Art. • S tion 11 of the
Constitution of the Republic of the Phil s and the Parties
14
I
shall avoid and reject any interpretation of this Concession
Agreement that would result in the violation thereof. In case of
ambiguity, the Parties shall meet and agree on an interpretation
consistent with the Constitution and the intent of this
Concession Agreement. Notwithstanding the appointment of a
Facility Operator, the Concessionaire shall remain responsible
and liable to the DPWH, in all cases, as provided in Section
12.2.e. Likewise the Facility Operator and any Subcontractor
shall in no case have any direct recourse or action against the
DP\VFI under this Concession Agreement. For the latter
purpose. the Concessionaire shall hold the DPWH free and
harmless against any such direct recourse by the Facility
Operator or any Subcontractor.
Section 2 DOCUMENTS COMPRISING THE CONCESSION AGREEMENT
2.1 The following documents hereby comprise, and shall be read and construed as
integral parts of, this Concession Agreement:
2.1 .a this Concession Agreement and

2.1 .b all of its Annexes, namely -
Annex A: Deed of Sale for Advance Works
Annex B: Construction Performance Security
Annex C: Minimum Performance Standards and Specifications
Annex D: Conceptual Engineering Design (from Winning Bidder's

Technical Proposal)
I Annex E: Entities which Fulfil the Construction Experience
Requirements, and Entities which Fulfil the O&M
I Experience Requirements
Annex F: Form of Quarterly Report on Construction

F
Annex G: Construction Schedule for Segment I (from Winning
F Bidder's Technical Proposal)
Annex H: Asset Register
Annex I: Outline of Construction Completion Report
- Annex J-I: Toll Regulatory Board Resolution Providing for the Process
and Requirements for the Application afft, Issuance of a Toll
Operation Certificate
Annex 3-2: Toll Regulatory Board Resolution on 1 Rate Adjustments

I
I 15
Annex K: Form of Monthly Report on Operation and Maintenance
Annex L: Requirements for Substitute Concessionaire
Annex M: DPWH Termination Payments and Construction Works

Purchase Payment
Annex N: Shareholders of the Concessionaire
Section 3 PROJECT DESCRIPTION
3.1 The Project consists of-
3. La The purchase of the Advance Works from ASDI:
3.1.b The Financing and Construction of the Remaining Works for Segment I of
the Daang Hari-SLEX Link Road, which starts at Junction Daang Han-
Daang Reyna, Elliptical Road or Rotunda (Roads I to 6) km 0+000 and
ends in Sta. 2+ 300;
3.1.c The Financing, Design and Construction of Segment II of the Daang Hari-
SLEX Road, which starts at Sta2+ 300 and ends in Susana Heights
r Interchange, or such other termination point in SLEX as indicated in the
Concessionaire's Conceptual Engineering Design or as may be allowed by
the DPWH in Section 9.1 .b; and
31-d The Operation and Maintenance of the entire Daang Hari-SLEX Link
r Road (Segment I and Segment II) as an open-system tolled expressway.
Section 4 CONCESSION PERIOD

r The Concession Period shall commence on the date of issuance of the Notice to Proceed
with Segment II and shall end on the date that is thirty (30) years thereafter, unless
I otherwise extended or terminated in accordance with this Concession Agreement.
Notwithstanding any other term of this Concession Agreement, the Parties acknowledge
and agree that any extension of the Concession Period in accordance with this Concession
F Agreement shall in no event be beyond the date that is fifty (50) years after the date of
issuance of the Notice to Proceed with Segment II.
I
Section 5 MILESTONES
r The Parties shall cooperate, coordinate and work together to achieve the timely
completion of the Project in accordance with the following Milestones (as may adjusted
F in accordance with relevant provisions of this Concession Agreement):
Section Milestone Responsibility Deadline

I
Reference 1
11.2.c Completion of procurement of DPWH ()months after
I Independent Consultant Si Date
L
9.2.a Delivery of DED for Segment Concessionaire Fo (4) months after
I
16
0
Section Milestone - Responsibility Deadline
Reference
II to the DPWH and the Signing Date or, if the
Independent Consultant, prior Concessionaire
to its certification by the submits an updated
Independent Consultant Conceptual
Engineering Design in
accordance with
Section 9.1.b, four (4)
months after
acceptance or
rejection by the
DPWH of the updated
Conceptual
Design,
9.2.d Delivery of the Certified DED Concessionaire Two (2) months after
for Segment II and IC delivery of DEl) for
Segment U to the
DPWH and the
Independent
Consultant
8.1 Delivery of Basic Right of DPWH Two (2) months after
Way, as certified by the delivery of DED for
Independent Consultant Segment 11 to the
DPWH and the
Independent
Consultant
10.3.b Issuance of Notice to Proceed DPWH Five (5) days after the
I with Segment II later of delivery of
Basic Right of Way
I (as certified by the
Independent
Consultant) and
I. delivery of the
Certified DED for
I. 7.2 Financial Closure Concessionaire
Segment II
Three (3) months after
I issuance of Notice to
Proceed with Segment
12.2.b Designation of Facility

L Operator
Concessionaire Three (3) months after
issuance of Notice to
Proceed with Segment
10.4.2 Delivery of Certified O&M Concessionaire Eight (8) months after

I Manuals issuance of Notice to
Procee4 with Segment
11/
I 10.3.d Construction Completion Concessionaire Ei n (18) months
Ob-
Deadline e gning Date,
17
Section Milestone Responsibility Deadline - -
Reference
or, if the
Concessionaire
submits an updated
Conceptual
Engineering Design
under Section 9.1.b
eighteen (18) months
after the acceptance or
rejection by the
DPWH of the updated
Conceptual
Engineering Design,
as may be otherwise
extended in
accordance with this
Concession
Agreement
12.5.a Delivery of O&M Performance Concessionaire On or before the date

security that is five (5) days
after the
Concessionaire's
receipt of the
Independent
Consultant's notice
that the conditions of
Section 10.9.a have
________ been satisfied.
10.9.c Issuance of Certificate of DPWH Fifteen (15) days after
Substantial Completion receipt by the DPWH
of the Independent
Consultant's notice in
10.9.b and the O&M
r 10.1 0.c Issuance of Certificate of Final DPWH
Performance Security
Seven (7) days after
Completion
r receipt
Independent
of the
Consultant's notice
r pursuant to Section
10.10.b (1)
12.3.b Application with TRB and Concessionaire Seven (7) days after
r submission of all requirements
for Toll Operation Certificate
issuance of Certificate
of Substantial
Completion
F 12.3rnb Issuance of Toll Operation TRB Thirty (30) days after
Certificate DPWH sub rnisspn o TRB of
F applica~on and all
requirmen* for
F 18
I
Section Milestone Responsibility Deadline
Reference L issuance of Toll
12.3.c Start of Operation Period Concessionaire Immediately upon
issuance of Toll
19.1 a Turnover of Daang Hari-SLEX Concessionaire At the end of
Link Road to the DPWH Concession Period
(Thirty (30) years
after issuance of
Notice to Proceed
with Segment II)
Section 6 CONSTRUCTION PERFORMANCE SECURITY
6.1 The Construction Performance Security shall secure the faithful performance by
the Concessionaire of its obligations under this Concession Agreement from
Signing Date until the date that is one (1) year after the issuance of the Certificate
of Final Completion.
6.2 The Concessionaire shall ensure that the Construction Performance Security in the
amount of Twenty Eight Million Five Hundred Thousand Philippine Pesos
(PhP28.500.000.00), and in the form of an irrevocable standby letter of credit, is at
all times in full force and effect on and from the Signing Date until the date that is
one (1) year after issuance of the Certificate of Final Completion. If for any
reason, the Construction Performance Security is set to expire before the date that
is one year after the issuance of the Certificate of Final Completion, the
Concessionaire shall deliver to the DPW}T a new irrevocable standby letter of
credit in the required amount issued by a universal bank or commercial bank
licensed by the Bangko Sentral ng Pilipinas and acceptable to the DPWH and in a
form which is acceptable to the DPWH no later than five (5) days prior to the
expiry of the existing Construction Performance Security. The replacement
Construction Performance Security shall be effective from the day before the
expiration date of the previous Construction Performance Security.
63 If any amounts are drawn from the Construction Performance Security by the
DPW-H, the Concessionaire shall, on or before the date that is ten (10) days after
the date of drawing, deliver an additional irrevocable standby letter of credit
issued by a universal bank or commercial bank licensed by the Bangko Sentral ng
Pihpinas and acceptable to the DPWH and in a form acceptable to the DPWH and
V in an amount equivalent to the amount drawn by the DPWH, such that the amount
of the Construction Performance Security should not fall below Twenty Eight
Million Five Hundred Thousand Philippine Pesos (PhP28,500,000.00) for a period
longer than ten (10) days.
6.4 Without limiting the coverage of the Construction Performance Security as
provided in Section 6. 1, the DPWH shall have the right to draw, in part or in full,
upon the Construction Performance Security:
/
r 19
'I.
6.4.a for Liquidated Damages in the event that Construction is uui.
- or before the Construction Completion Deadline, including any extensions
permitted under this Concession Agreement, as provided in Section 10.7;
6.4.b for defects in the Remaining Works and Segment II for a period of one (1)
year after the issuance of the Certificate of Final Completion.
6.5 The DPWH shall have the right to forfeit the Construction Performance Security
for any Concessionaire Default as described in Sections 17.2.a 17.2.b, 17.2.e, and
17.21 A which occurs while the Construction Performance Security is in force, upon
- issuance by the DPWH of the Notice of Termination described in Section 17.2.e
(1).
6.6 The DPWH shall release the remaining Construction Performance Security on the
date that is one (1) year after the issuance of the Certificate of Final Completion,
-. unless forfeited in accordance with the preceding Section 6.5.
6.7 The Parties acknowledge that the right of the DPWH to call upon or forfeit the
Construction Performance Security in accordance with Sections 6.4 and 6.5 shall
not be exclusive of any other rights or remedies provided by applicable law or
otherwise.
Section 7 FINANCING
7.1 Permitted Leverage Ratio
The Concessionaire shall at all times during the Concession Period maintain a
Leverage Ratio not exceeding eighty percent (80%) (the "Permitted Leverage
Ratio").
7.2 Financial Closure
7.2.a The Concessionaire shall achieve Financial Closure not later than three (3)
months after the issuance of the Notice to Proceed with Segment II.
7.2.b As evidence of Financial Closure, the Concessionaire shall submit to the

DPWH the following documents:
7.2.b (1) a certificate, in a form and substance reasonably satisfactory to

the DPWH, issued and addressed by the Lenders to the DPWH
confirming that the Financing Agreements, if any, are in full
force and effect;
7.2.b (2) a certificate, in a form and substance reasonably satisfactory to

the DPWH, issued and addressed by the Concessionaire to the
DPWH, confirming that:
I 7.2.b (2) (a) its paid-in capital is no less than Three Hundred
Sixty Million Phili r ine Pesos
(PhP360.000,000.00);
/
1 20
7.2.b (2) (b) all conditions to the capital stock contributions
pursuant to the shareholders agreement or equity
subscription agreement or otherwise for the
Project have been met or waived;
7.2.b (2) (c) the total Philippine Peso amount of its paid-in
capital stock and Debt under the Financing
Agreements, if any, is no less than One Billion
Eight Hundred Ten Million Philippine Pesos
(PhPl,810,000,000.00).
7.2.b (3) a certificate from the Lenders in a form and substance

reasonably satisfactory to the DPWH, confirming that the
completion of all financing arrangements, if any, for the Debt
has occurred and that all conditions to the first disbursement
under the Financing Agreements have been met or waived;
7.2.b (4) an original copy of all of the Concessionaire's Financing

Agreements, if any.. which have been duly authorized and
- validly executed and which are in full force and effect; and
7.2.b (5) an original copy of the shareholders' agreement and the equity
subscription agreements of the Concessionaire's shareholders
evidencing Equity and shareholding arrangements which have
been duly authorized and validly executed and which are in full
force and effect, and in respect of which all conditions
precedent required under them have been fully satisfied.
7.3 Project-Related Costs
7.3.a The DPWH shall bear the following costs:
7.3.a (1) cost of the Basic Right of Way, including the activities
described in Section 8.l.b;
7.3.a (2) costs for construction works required to improve the Advance
Works to achieve the Minimum Performance Standards and
Specifications, subject to Section 10.2.b; and
7.3.a (3) one-half of the costs for the Independent Consultant, as

provided in Section 11.
- 7.3.b Unless expressly stated elsewhere in this Concession Agreement, the

I Concessionaire shall be responsible for all other costs, losses and expenses
arising as a result of the exercise of its rights and the performance of its
- obligations under this Concession Agreement.
I
I
L
Section 8 RIGHT-OF-WAY
8.1 Basic Right of Way
21
6
8. La The DPWH shall be responsible for obtaining the Basic Right of Way
necessary for the Project.
8.1.b The Basic Right of Way shall be made available by the DPWH to the
Concessionaire on or before the date that is two (2) months after the
Concessionaire submits the DED for Segment II. free and clear from
- mortgages, pledges, liens, security interests, option agreements, claims,
charges, or encumbrances of any kind, occupants (including informal
settlers), and other structures.
8.1 .c Delivery of the Basic Right of Way in this manner shall be effective upon
receipt by the Concessionaire of the certification by the Independent
Consultant as further referred to in Section 115.b(2) (b). In the event there
is any current or pending adverse litigation with respect to the Basic Right
of Way upon its delivery to the Concessionaire, the Independent
Consultant shall certify that the Basic Right of Way is delivered by the
DPWH free and clear, if the DPWH obtains a permit to enter, writ of
possession issued by the Court, injunction or mandatory order allowing the
DPWH and the Concessionaire to possess and occupy the Basic Right of
Way for the purpose of commencing Construction and implementing this
Concession Agreement, or when there is no legal or physical impediment
for the Concessionaire to do so, provided that the DPWH shall keep the
Concessionaire free and harmless from any suit or disturbance in the
performance of its obligations under the Concession Agreement and to
eliminate or resolve all litigated adverse claims.
8.1 .d The Basic Right of Way shall be made available by the DPWH to the
Concessionaire at no cost to the Concessionaire.
8.1 .e The Concessionaire shall be entitled to the exclusive use and access to
such Basic Right of Way in the period beginning on the date the DPWH
becomes legally entitled to enter the land and ending upon the termination
of the Concession Agreement or the expiry of the Concession Period,
whichever comes first.
8.1.f If the DPWH fails to deliver to the Concessionaire the Basic Right of Way,
as certified by the Independent Consultant, on or before the date that is two
(2) months after the Concessionaire delivers the DED for Segment II to the
DPWH and the Independent Consultant, and the Concessionaire has
delivered the Certified DED for Segment II on or before the date that is
two (2) months after the Concessionaire delivers the DED for Segment II
to the DPWH and the Independent Consultant, the Concessionaire shall
have the right to terminate this Concession Agreement in accordance with
Section 17.3, or treat such failure as an Incident, pursuant to Section 10.7.
8.2 Additional Right of Way
- 8.2.a The Concessionaire shall be responsible for, and bear the cost of, acquiring
any Additional Right of Way which it needs for the ject and is not
22
included in the Basic Right of Way. The DPWH shall use all reasonable
- endeavors to exercise its power of eminent domain in the Concessionaire's
acquisition of such Additional Right of Way, provided that:
8.2.a (1) the Concessionaire has given to the DPWH not less than fifteen
(15) days' notice of its request;
8.2.a (2) such Additional Right of Way is necessary for the Project and
there are no feasible alternatives which do not require the use
- of the DPWH's powers of eminent domain;
8.2.a (3) the Concessionaire has undertaken, in form and substance

satisfactory to the DPWH, to pay any and all of the DPWH's
costs in the exercise of its powers of eminent domain for the
acquisition of the Additional Right of Way;
8.2.a (4) the DPWH shall own any Additional Right of Way so acquired;
8.2.a (5) the Concessionaire shall be entitled to the exclusive use and
access to such Additional Right of Way in the period beginning
on the date the DPWH becomes legally entitled to enter the
land and ending upon the termination of the Concession
Agreement or the expiry of the Concession Period, whichever
comes first;
8.2.a (6) the DPWH does not make any undertaking, representation, or
warranty that the institution of expropriation proceedings will
result in a favorable judgment or outcome and the
Concessionaire acknowledges that there is no legal certainty as
to how a court may consider and rule upon the right of the
DPWH to take possession of the Additional Right of Way, the
possible defenses or objections that owners of the Additional
Right of Way may raise, and the amount of just compensation
for the property so taken; and
8.2.a (7) notwithstanding the DPWH's exercise of any right of eminent

domain and the institution and pendency of any expropriation
proceedings for the Additional Right of Way, the
Concessionaire shall not be relieved from its obligations under
this Concession Agreement and shall still be held to be
responsible for any breach, delay or failure to meet any
required Milestone or other requirement of this Concession
Agreement.
Section 9 DESIGN
9.1 Standards and Specifications for Design
9. l.a The Project DED consists of two parts: the DED for Se ent I, which
must be followed by the Concessionaire, and the D r Segment IL
23 / i
wiuich will be prepared by the Concessionaire and must conform to the
Minimum Performance Standards and Specifications. The DED for
Segment 11 shall also conform to the Concessionaire's Conceptual
Engineering Design for Segment H. as may be updated in accordance with
Section 9.1 .b. The Independent Consultant shall review the
Concessionaire's DED for Segment II to determine whether the same
conforms to the Minimum Performance Standards and Specifications and
Conceptual Engineering Design for Segment II.
9.1.b The Concessionaire may, subject to approval of the DPWH, update its
Conceptual Engineering Design for Segment H. In such case, the
Concessionaire must submit the updated Conceptual Engineering Design
to the DPWH for approval no later than two (2) months from Signing
Date.
9.1 .b (1) The updated Conceptual Engineering Design for Segment H

may be accepted by the DPWH., provided the following
requirements are met:
9.1.b (1)(a) The Concessionaire will not be entitled to

additional compensation from the DPWH.
including toll rate adjustments, or extensions to
the Concession Period, except when expressly
allowed under this Concession Agreement
9.l.b (1) (b) Construction will be completed within the
Construction Completion Deadline; and
9.1.b (1) (c) The updated Conceptual Engineering Design for
Segment H conforms to applicable TRB
regulations on safety.
9.1 .1, (2) Notwithstanding compliance with the foregoing requirements,

the DPWH has the right to accept or reject the Concessionaire's
updated Conceptual Engineering Design for Segment H. The
DPWH shall issue its approval or disapproval of the updated
Conceptual Engineering Design for Segment II within one (1)
month from submission of the Concessionaire. If the DPWH
disapproves the updated Conceptual Engineering Design, the
Concessionaire shall prepare its DED for Segment II based on
the Conceptual Engineering Design in Annex D.
9.2 Obligations for Design for Segment II
9.2.a The Concessionaire shall prepare the DED for Segment II and submit it to
the DPWH and the Independent Consultant on or before the date that is
four (4) months after the Signing Date or, if the Concessionaire submits an
updated Conceptual Engineering Design in accordance with Section 9.1 .b,
four (4) months after acceptance or rejection by the DPWH of the updated
Conceptual Engineering Design.
24
9.2.b If there is a delay in the submission of the DED for Segment II to the
DPWH and the Independent Consultant, then provided this delay does not
extend beyond two (2) months from the deadline in Section 9.2.a, the
deadline for the DPWFI's delivery of the Basic Right of Way pursuant to
Section 8.1 .b shall be extended by the number of days of the delay in the
Concessionaire's submission of the DEl) for Segment H to the DPWH and
- the Independent Consultant, without a corresponding adjustment in the
Construction Completion Deadline unless agreed to by the DPWH. Failure
by the Concessionaire to submit the DED for Segment II to the DPVv1T and
the Independent Consultant on or before the date that is six (6) months
from Signing Date, or, if the Concessionaire submits an updated
Conceptual Engineering Design in accordance with Section 9. Lb, six (6)
months after the acceptance or rejection by the DPWH of the updated
Conceptual Engineering Design, shall be an event of default.
9.2.c The Independent Consultant shall review the DED for Segment II
submitted by the Concessionaire and, on or before the date that is fifteen
(15) days after its submission, either certify its conformity with the
requirements of the Concession Agreement or notify the Concessionaire
and the DPWH that the submitted DED for Segment H does not conform
with these requirements, citing the specific aspects that require revision.
During the Independent Consultant's review of the DED for Segment II,
the DPWH may provide its comments on the DED for Segment II to the
Independent Consultant, and, under the Independent Consultant Contract,
the Independent Consultant shall be required to consider such comments.
The Concessionaire shall, on or before the date that is thirty (30) days after
any notification that the submitted DED for Segment II does not conform
with the requirements of the Concession Agreement, prepare and submit a
revised DED for Segment II. Upon such submission of a revised DED for
Segment H. the Independent Consultant shall review the revised DED for
- Segment II submitted by the Concessionaire and,, on or before the date that
is fifteen (15) days of its submission, either certify its conformity with the
requirements of the Concession Agreement or notify the Concessionaire
and the DPWH that the revised DED for Segment H does not conform
with these requirements, citing the specific requirements with which it
does not conform. This process shall be repeated by the Concessionaire
until the Independent Consultant is satisfied that the DED for Segment II is
in conformity with the requirements of the Concession Agreement and
certifies the same in accordance with Section 1 1.5.b(1)(b).
9.2.d The Concessionaire shall deliver the Certified DED for Segment II to the
DPWH (in such quantities and format as reasonably required by the
DPWH) on or before the date that is two (2) months after submission of
the DED for Segment II to the DPWH and the Independent Consultant.
Failure to submit the Certified DED for Segment II on or before this date
shall be an event of default.
9.2.e Neither comments provided by the DPWH nor certification of the DED
for Segment II by the Independent Consultant, s \diminish the
1 25
responsibility of the Concessionaire for the integrity of the DED for
Segment II, or transfer any part of such responsibility to the DPWH.
9.2.f Approval of the Certified DED for Segment II in accordance with the
foregoing paragraphs shall not prejudice the right of the Concessionaire to
propose any amendment at any time to the Project DED and/or any
additional works to the Daang Hari-SLEX Link Road.
9.21 (1) The approval or non-approval of any proposed amendment to

- the Project DED and/or any additional works shall be issued
within fifteen (15) days of its submission or such longer period
as may be mutually agreed upon by the Independent Consultant
and the Concessionaire taking into consideration the character
and quantity of any such proposed amendments. The
Concessionaire shall furnish the DPWH a copy of any
amendment to the Project DED and/or additional works which
are approved by the Independent Consultant.
9.21 (2) Where amendments or additional works requested by the

Concessionaire are approved by the Independent Consultant as
being in accordance with the Minimum Performance Standards
and Specifications and the Conceptual Engineering Design, the
Concessionaire shall be entitled to implement such
amendments or additional works, provided that, the same shall
not be treated as a Variation and the Concessionaire shall not
be entitled to an adjustment of the Toll Rate or other
compensation as a result of the implementation of such changes
or additional works.
Section 10 CONSTRUCTION
10.1 Grant of Construction
Subject to the terms and conditions of this Concession Agreement, the DPWH
grants to the Concessionaire the exclusive right, responsibility and obligation to
undertake Construction for the Project which involves all work and activities
necessary to construct the Daang Hari-SLEX Link Road, as described in the
Project DED and the Minimum Performance Standards and Specifications.
10.2 Minimum Performance Standards and Specifications for Construction
10.2.a The Concessionaire shall carry out the Construction at all times in
accordance with the requirements of this Concession Agreement including
the Minimum Performance Standards and Specifications and the Project
DED.
10.2.b If the Concessionaire needs to undertake construction works to improve

the Advance Works to achieve the Minimum Performance Standards and
Specifications (the 'Advance Works Improvements"), DPWH shall
reimburse the Concessionaire for costs arising fromance Works
F- 26
/
Improvements up to a maximum of Fifty Million Philippine Pesos
(PhP50,000,000.00), provided the following conditions are fulfilled:
I0.2.b (1) No later than three (3) months after the signing of the IC
Contract, the Concessionaire submits a report to the DPWH,
certified by the Independent Consultant, stating:
10.2.b (1) (a) The Advance Works Improvements are

necessary for compliance with the Minimum
Performance Standards and Specifications.
10.2.b(1)(b) A description of the Advance Works
Improvements
10.2.b (1) (c) The costs of the Advance Works Improvements,
including the certification of their
reasonableness by the Independent Consultant
I 02.b (2) The Advance Works Improvements are completed on or before

the Construction Completion Deadline.
10.2.b (3) Upon completion of the Advance Works Improvements, the

Independent Consultant issues a certification to the DPWH (the
"Advance Works Improvement Certification") that states:
10.2.b (3) (a) That the Advance Works Improvements have

been completed
10.2.b (3) (b) That the Advance Works comply with the
Minimum Performance Standards and
Specifications
10.2.b (3) (c) The actual costs incurred by the Concessionaire
to complete such improvements.
I O.2.b (4) Provided the Concessionaire fulfills the conditions of Sections

10.2.b (1), 10.2.b (2), and 10.2.b (3), and actual costs incurred
by the Concessionaire as certified pursuant to Section 10.2.b
(3) (c) do not exceed the costs as originally certified pursuant to
V Section 10.2.b (1) (c), and do not exceed Fifty Million
Philippine Pesos (PhP5O,000,000.00), the DPWH shall pay the
Concessionaire such costs within three (3) months of the
issuance by the IC of the Advance Works Improvement
Certification. Any cost for the Advance Works Improvements
in excess of Fifty Million Philippine Pesos (PhP50,000,000.00)
P shall be at the expense of the Concessionaire. If the
Concessionaire fails to meet the requirements of Section 1 0.2.b
(1), it shall bear the full costs for the Advance Works
Improvements. In the event that the actual costs in the Advance
- Works Improvement Certification exceed the costs as certified
by the Independent Consultant in Section 10.2.b (1) (c), the
DPWH shall only pay the lower of the costs certified by the
Independent Consultant in Section 102.b (1) (c) and Fifty
F Million Philippine Pesos (PhP50.000,000.00).
27
10.3 Construction Period and Notice to Proceed with Segment II
10.3.a The Concessionaire may commence the Construction of:
10.3.a (1) Segment I, at any time after the Signing Date but no later than
five (5) days after signing of the Independent Consultant
Contract, and
10.3.a (2) Segment II, immediately after the issuance by the DPWH of the
Notice to Proceed with Segment II.
10.3.b The DPWH shall issue the Notice to Proceed with Segment 11 on or before
the date that is five (5) days after the later of the following dates:
10.3.b (1) date of delivery by the DPWH to the Concessionaire of the

Basic Right of Way, as certified by the Independent Consultant.
as provided in Section 8.1 .b; and
10.3.b (2) date of delivery by the Concessionaire to the DPWH of the

Certified DED for Segment II, as provided in Section 9.2.
103.c If by the date that is two (2) months after the Concessionaire submits the
DED for Segment II, the DPWH has not delivered the Basic Right of Way
in accordance with Section 8.l.b. and the Concessionaire has not delivered
the Certified DED for Segment II in accordance with Section 9.24 both
Parties shall meet to discuss whether the Concession Agreement will be
amended to extend the deadlines for both conditions. If the Parties are
unable to agree on an appropriate extension by the date that is nine (9)
- months after the Signing Date, the DPWH shall have the right to terminate
this Agreement, and shall have the option to purchase any Works in
Progress upon payment of the Construction Works Purchase Payment
Prior to Construction of Segment II, which shall be calculated in
accordance with Annex M, Section D.
I 10.3.d The Construction and other requirements for the issuance of the Certificate
of Final Completion shall be completed no later than the Construction
Completion Deadline (as may be extended in accordance with Section
[ 10.7).
F 10.4 Obligations during Construction
I 0.4.a The Concessionaire shall be solely responsible for and shall bear all costs
relating to the Construction.
1 0.4.b Construction Contractor
10.4.b (1) The Concessionaire may undertake Construction only through

IL any of the entities identified in Annex E. The entity that will
undertake Construction must have a valid license issued by the
•- Philippine Contractors Accreditation Board ("PCAB") for
Large B Classification/License Category and a valid
I 28
L. /
I
International Organization for Standardization ("ISO")
9001:2000 certification. If the Concessionaire wants to
undertake Construction through entities other than those
identified in Annex E, it shall propose to the DPWH another
entity with an equivalent or better level of experience,
qualification, licensing and expertise than any of the entities
identified in Annex E. and with a valid PCAB license for Large
B Classification/License Category AAA and ISO 9001:2000
certification. The Concessionaire shall provide the DPWH with
evidence of this entity's qualifications and experience, and
shall engage it only upon receipt of the DPWH's written
consent.
10.4.b (2) The Construction Contractor may engage Subcontractors to

undertake specific parts, but not the whole, of the Construction.
10.4.b (3) The Concessionaire shall remain fully responsible and

accountable for all of the actions and activities of its
Construction Contractor and any Subcontractors, and for the
quality of their works and services. The engagement of a
Construction Contractor and any Subcontractors shall not
diminish the responsibility of the Concessionaire for its
Construction obligations as provided in this Concession
Agreement.
10.4.c The Concessionaire shall assume the responsibility for and shall bear the
cost of securing all the necessary Consents required for the Construction.
If requested by the Concessionaire, the DPWH shall provide reasonable
assistance in securing Consents required from the relevant national and
local government agencies.
10.4.d On or before the date that is forty-five (45) days after the end of every
calendar quarter, starting on the Signing Date until the issuance of the
Certificate of Final Completion, and in addition forthwith upon completion
of the Tests in Section 10.8 of this Concession Agreement, the
Concessionaire shall submit to the DPWH a Quarterly Report on
Construction, using the format in Annex F. The DPWH may, at any time,
modify the form of the Quarterly Report on Construction by deleting or
requiring additional information. The DPWH must inform the
Concessionaire of such modifications at least forty-five (45) days before
F-. the due date of the submission of the Quarterly Report on Construction.
The DPWH may also increase the frequency of submission of the required
report, at any time, subject to a limit of once a month.
I
10.4.e The Concessionaire shall prepare manuals detailing the standards,
guidelines, procedures and requirements of the DPWH in respect of the
F Operation and Maintenance of the Daang Hari-SLEX Link Road. The
O&M Manuals shall be in accordance with the relevant standards and
requirements in the Minimum Performance Standards and Specifications
(the "O&M Manuals"). The Concessionaire must s mit the O&M
29
Manuals to the DPWH for approval, with a copy furnished to the
Independent Consultant for its review, on or before the date that is six (6)
months after issuance of the Notice to Proceed with Segment II.
10.4.1 The Independent Consultant shall review the O&M Manuals submitted by
the Concessionaire and, on or before the date that is fifteen (15) days after
its submission either certify their conformity with the requirements of the
Concession Agreement or notify the Concessionaire and the DPWH that
the submitted O&M Manuals do not conform with these requirements,
citing the specific aspects that require revision.. During the Independent
Consultant's review of the O&M Manuals, the DPWH may provide its
comments on the O&M Manuals to the Independent Consultant, and,
under the Independent Consultant Contract, the Independent Consultant
shall be required to consider such comments. The Concessionaire shall, on
or before the date that is thirty (30) days after any notification that the
submitted O&M Manuals do not conform to the requirements of the
Concession Agreement, prepare and submit revised O&M Manuals. Upon
such submission of revised O&M Manuals, the Independent Consultant
shall review the revised O&M Manuals submitted by the Concessionaire
and, on or before the date that is fifteen (15) days of its submission, either
certify their conformity with the requirements of the Concession
Agreement or notify the Concessionaire and the DPWH that the revised
O&M Manuals do not conform with these requirements, citing the specific
requirements with which they do not conform. This process shall be
repealed by the Concessionaire until the Independent Consultant is
satisfied that the O&M Manuals are in conformity with the requirements
of the Concession Agreement and certifies the same in accordance with
Section 11 .5.b (3).
10.4.g The Concessionaire shall deliver the Certified O&M Manuals to the
DPWH (in such quantities and format as reasonably required by the
DPW}I) on or before the date that is eight (8) months after issuance of
Notice to Proceed with Segment II. Neither comments provided by the
DPWH, nor certification of the O&M Manuals by the Independent
Consultant shall diminish the responsibility of the Concessionaire for the
integrity of the O&M Manuals, or transfer any part of such responsibility
to the DPWH.
L
10.41 The Concessionaire shall carry out the Construction of the Daang Han-
SLEX Link Road at all times in accordance with the requirements of any
applicable Consent, Prudent Industry Practice and any applicable law,
regulation, order, decision or judgment of any Government Authority.
10.5 Supervision and Monitoring of Construction
10.5.a Throughout the Construction Period, the DPWH has the right to monitor,
inspect, evaluate and check the progress and quality of the activities and
works undertaken by the Concessionaire to ensure that they are designed,
constructed and equipped in accordance with this Concession Agreement,
including the Minimum Performance Standards and Specifçations and the
-
.1
Project DED. Any such acts of the DPWH shall neither diminish the
- responsibility of the Concessionaire for the proper implementation of the
Construction, nor transfer any part of that responsibility to the DPWH.
10.5.b Should the DPWH discover any deviation from, or non-compliance with..
this Concession Agreement including the Minimum Performance
Standards and Specifications, and the Project DED, it may require the
Concessionaire to remedy any defects, deviations or lapses identified
within a reasonable period. For this purpose, the Concessionaire shall,
- pursuant to Sections ii .5.b (4) and 11 .5.b (5), request the Independent
Consultant to verify the nature and extent of the defect, deviation or lapse,
and the consequent remedial works required. Upon verification of the
defect, deviation or lapse, the Independent Consultant shall instruct the
Concessionaire to immediately proceed with the remedial works identified.
10.5.c If. following notice from the Independent Consultant pursuant to Section
1 1.5.b (4) (g), the DPWH determines that the rate of progress of the
Construction is significantly behind the Construction Schedule such that
the Construction Completion Deadline is not likely to be met, and such
delay is not due to an Incident, the DPWH shall, by written notice, inform
the Concessionaire regarding the same. On or before the date that is fifteen
(15) days after its receipt of notice, the Concessionaire shall, by written
notice, advise the DPWH and the Independent Consultant of the measures
which it proposes to take in order to expedite the progress of the
Construction.
1 Q.5.d The DPWH may, by written notice, require the Concessionaire to suspend
the whole or any part of the Construction if, in the reasonable opinion of
the DPWH or the Independent Consultant, such works are being carried
out in a manner which threatens the safety of the general public or the
safety or integrity of the Project. The Concessionaire shall then suspend
the Construction or any part thereof for such time and in such manner as
may be specified by the DPWH. if the suspension is a result of the fault or
negligence of the Concessionaire, the preservation costs incurred during
such suspension in order to properly protect and secure the Daang Han-
SLEX Link Road, or any part thereof, shall be borne by the
Concessionaire. Any disagreement between the DPWH and the
Concessionaire concerning such suspension shall be referred to the
Independent Consultant for resolution.
10.6 Variations
I 0.6.a The DPWH may initiate a Variation by sending a written notice (the
"Variation Notice") to the Independent Consultant describing such
Variation. If the Independent Consultant certifies that the proposed
Variation is in accordance with the Minimum Performance Standards and
Specifications and Conceptual Engineering Design, the Independent
Consultant shall request the Concessionaire to prepare a proposal setting
out the necessary details and the additional cost estimates (with supporting
particulars), including how such additional costs are roposed to be
31
L')
recovered pursuant Section 10.6.e. for such Variation (the "Variation
Proposal").
I O.6.b The Concessionaire shall submit a Variation Proposal in conformance with

the Variation Notice and the requirements of the Concession Agreement.
to the extent such requirements do not conflict with the Variation Notice,
on or before the date that is fifteen (15) days after receipt of the Variation
Notice. The DPW}1 shall as soon as practicable after receiving the
Variation Proposal respond with approval or comments. In the event the
DPWH has made comments on the Variation Proposal, the Concessionaire
shall submit a revised Variation Proposal that conforms with the DPWH's
comments on or before the date that is five (5) days after receipt of the
DPWH's comments.
10.6.c Upon receiving notice of approval of its Variation Proposal from the
DPWH, the Concessionaire shall promptly execute the Variation in
accordance with the approved Variation Proposal and the requirements of
this Concession Agreement, to the extent such requirements do not conflict
with the approved Variation Proposal.
10.6.d Should the Concessionaire have any objections to the Variation Notice, it
shall provide the DPWH with a written notice explaining its objections on
- or before the date that is fifteen (15) days after its receipt of the Variation
Notice. Otherwise, the Concessionaire shall be deemed to have no
objections to the DPWH's request for a Variation. The Concessionaire's
objections to a Variation shall be referred to the Independent Consultant
for appropriate recommendations if the Variation Notice is issued during
the Construction Period. The Concessionaire shall thereafter submit a
Variation Proposal to the DPWH that conforms with the Independent
Consultant's recommendations on or before the date that is five (5) days
after receipt of such recommendations. If the Variation Notice is issued
during the Operation Period, the Parties shall meet to discuss in good faith
and agree on a mutually acceptable solution to the Concessionaire's
objections.
10.6.e The Parties shall agree in writing on how the additional costs resulting
from a Variation will be recovered. The additional costs may be recovered
* through any or a combination of the following methods:
10.6.e (1) direct payment from the DPWH;
10.6.e (2) adjustments of the Toll Rate;
10.6.e (3) extension of the Concession Period; or
I O.6.e (4) other methods to be mutually agreed upon by the Parties.
Either Party shall be entitled to request the Independent Consultant to

- verify the amount of additional cost incurred (or to be inc ) as a result
of a Variation during the Construction Period.
32
- 10.61 Notwithstanding Section 8.2, if a Variation necessitates the acquisition of
rights of way not included in the Basic Right of Way. or any additional
Consents not already obtained by the Concessionaire, the DPWH shall be
solely responsible for procuring the same. The Concessionaire shall not be
obliged to begin works on the Variation until the delivery by the DPWH of
any right of way required by such a Variation.
10.6.g Where a Variation falls within the meaning of a "contract variation" under
the BOT Law, the Parties acknowledge and agree that they shall obtain the
necessary approvals under the BOT Law and no Variation shall be
implemented without complying with the requirements for variations
under the BOT Law.
10.7 Excusable Delays in Construction
10.7.a If any of the Incidents enumerated in Section 10.7.b below causes delay in
Construction, the Construction Completion Deadline, the Concession
Period, and other relevant Milestones shall be extended by a reasonable
amount of time necessary to address or remedy the Incident as mutually
agreed by the Parties.
10.7.b The said Incidents are:
10.7.b (1) a Variation;
10.7.b (2) delay in the issuance of any of the Consents required from the
relevant national government agencies for any component of
the Construction, not due to a failure by the Concessionaire to
comply with any requirements for the issuance of any Consent
F- or to the breach, delay, fault or negligence of the
Concessionaire;
10.7.b (3) failure by the DPWII to perform its obligations under Section
8.1 of this Concession Agreement, but where the
F Concessionaire does not exercise its right to terminate this
Concession Agreement in accordance with Sections 8.1.f and
17.3: or
1 10.7.b (4) any Force Majeure Event.
r 10.8 Tests During Construction
f 10.8.a At any time during the progress of the Construction, the Concessionaire
shall conduct the Tests to determine whether the Construction and
resulting works comply with the Project DED and the Minimum
1 Performance Standards and Specifications for Construction. The Tests
shall be conducted in accordance with the testing requirements specified in
Annex F of the Minimum Performance Standards and Specifi tions.
F- 33
1/f
I
10.8.b The Concessionaire shall give the Independent Consultant and the DP"
at least seven (7) days prior notice of the actual date on which it intends to
commence each Test.
10.8.c The Independent Consultant and a representative from the DPWH shall
witness the Tests and monitor recording of the results. The DPWH may
- suspend or delay any Test if it is reasonably anticipated or determined
during the course of the Test that the subject of the Test does not meet or
comply with the applicable testing requirements.
10.8.d The Concessionaire shall provide the Independent Consultant and the
DPWH with copies of all Test data and results.
10.8.e The Concessionaire shall bear all the expenses incurred for the Tests.
10.9 Certificate of Substantial Completion
1 0.9.a At least thirty (30) days prior to the expected substantial completion of
Construction, the Concessionaire shall provide written notice to the
Independent Consultant and the DPWH indicating the date it will conduct
the Tests to ensure that the Daang Han- SLEX Link Road complies with
the Minimum Performance Standards and Specifications and the Project
DED. The Tests shall likewise be conducted in accordance with the testing
requirements specified in Annex E of the Minimum Performance
Standards and Specifications. Construction shall be deemed substantially
completed. provided:
10.9.a (1) at least ninety-nine percent (99%) of the Daang Hari-SLEX

Link Road, measured by value of total works, has been
completed;
10.9.a (2) all Tests comply with the prescribed testing requirements;
10.9.a (3) the Daang Hari-SLEX Link Road conforms to the Project DED
and Minimum Performance Standards and Specifications for
Construction, including the rectification of defects;
1 0.9.a (4) the Daang Hari-SLEX Link Road is capable of being operated
safely and commercially and does not compromise the safety of
the motoring public; and
10.9.a (5) the O&M Manuals required under Section 10.4.e have been
submitted by the Concessionaire, certified by the Independent
Consultant as meeting the Minimum Performance Standards
and Specifications for Operation and Maintenance, and
approved by the DPWH;
10.9.a (6) the toll collection equipment and personnel are in place and
operational; and
'I
34
L.
10.9.a (7) all other requirements with respect to Construction as set out in
- this Concession Agreement have been substantially complied
with.
The written notice that the Concessionaire shall issue to the DPWH and
Independent Consultant shall include a request for issuance of a Certificate
of Substantial Completion and include all pertinent supporting documents
thereto, conformably with generally accepted engineering practices.
-
10.9.b The independent Consultant and a representative from the DPWH shall
witness the final Tests and monitor recording of the results.
- 10.9.c On or before the date that is five (5) days after the completion of Tests, the
Independent Consultant shall be required to determine and certify in
writing to the Parties whether the requirements in Section 10.9.a are met.
10.9.c (1) If the Independent Consultant determines that requirements in

Section 10.9.a have been satisfied, it shall issue a notice to the
DPWH recommending the issuance of a Certificate of
Substantial Completion for the Daang Hari-SLEX Link Road.
Within the same period, the Independent Consultant shall also
issue to the Concessionaire a punchlist of works required to be
performed by the Concessionaire to reach final completion.
10.9.c (2) If the Independent Consultant determines that requirements in

Section 10.9.a have not been satisfied, it shall issue to the
Concessionaire a punchlist of further works and confirm the
extent of such works required for the issuance of the Certificate
of Substantial Completion. The Independent Consultant shall
furnish the DPWH a copy of the punchlist within the same
period. As soon as such works are completed, the
Concessionaire shall notify the Independent Consultant thereof.
- copy furnished the DPWH. Within five (5) days from such
notification, the Independent Consultant shall observe the
Procedure described in Section 10.9.c (1) above. This
procedure shall be repeated as often as necessary until the
Independent Consultant certifies that the requirements in
Section 10.9.a have been fully satisfied.
10.9.d The DPWH shall issue the Certificate of Substantial Completion to the
- Concessionaire on or before the date that is fifteen (15) days after its
receipt of the Independent Consultant's notice in Section 10.9.c (1) and the
O&M Performance Security.
10.9.e The issuance of the Certificate of Substantial Completion, or Certificate of

Final Completion pursuant to Section lO.lO.c. does not diminish the
responsibility of the Concessionaire for the structural integrity and
performance of the Daang Hari-SLEX Link Road during the Concession
Period, or transfer any part of that responsibility to the DP
35
1
10.10 Completion of Construction
10.1 0.a At least five (5) days before the completion of the works indicated in
the Independent Consultant's puncblist in Section 10.9.c(l), the
L.. Concessionaire shall provide written notice to the Independent
Consultant and the DPWH indicating the date it will complete
Construction.
10.1 0.b Within fifteen (15) days from such notification and request, the
L. Independent Consultant shall confirm if all works identified in the
punchlist have been completed:
10.10.b (1) If the Independent Consultant determines that all works

identified in the punchlist have been completed, it shall
issue a notice to the DPW}I recommending the issuance
of a Certificate of Final Completion for the Daang Han-
SLEX Link Road.
10.1 O.b (2) If the Independent Consultant determines that the

Concessionaire failed to perform some or all of the
punchlist works, it shall issue to the Concessionaire a
punchlist of further works and confirm the extent of
such works required for the issuance of the Certificate
of Final Completion. The Independent Consultant shall
furnish the DPWH a copy of the punchlist within the
same period. As soon as such works are completed, the
Concessionaire shall notify the Independent Consultant
thereof, copy furnished the DPWH. Within five (5) days
from such notification, the Independent Consultant shall
observe the procedure described in Section 10.10.b (1)
above.
10.1 0.c The DPWH shall issue the Certificate of Final Completion to the
Concessionaire on or before the date that is seven (7) days after its
receipt of the Independent Consultant's notice in Section 10.1 0.b (1).
10.1 0.d The Concessionaire shall submit the following documents for the
Daang Hari-.SLEX Link Road to the DPWH, in such quantities and
format as reasonably required by the DPWH, not later than six (6)
months after the issuance of the Certificate of Final Completion:
10.10.d (1) Asset Register updated by the Concessionaire to include

a description of all assets constructed for Segment I and
Segment II and such other documents and information
required pursuant to the Minimum Performance
Standards and Specifications
10.10.d (2) As-built drawings
10.10.d (3) Construction Completion Report
36
10.11 Consequences of Non-Completion
10.1 l.a If the Independent Consultant has not issued the notice in Section
10.10.b (1) by the Construction Completion Deadline (as may be
extended in accordance with Section 10.7), the Concessionaire shall pay
Liquidated Damages to the DPWI-I at the rate of one-tenth (1/10) of one
percent (1%) of the total cost of the uncompleted portion of the Daang
Hari-SLEX Link Road for each day of delay beyond the Construction
Completion Deadline (as may be extended in accordance with Section
10.7), subject to a maximum of One Hundred Seventeen Million
Philippine Pesos (PhP1 17,000,000A)0). lithe Parties are unable to agree
on the amount of the total cost of the uncompleted portion of the Daang
Hari-SLEX Link Road, either Party may request the Independent
Consultant to determine this amount. Notwithstanding the referral of the
- disagreement to the Independent Consultant. the Concessionaire shall
pay the Liquidated Damages to the DPWH within the period prescribed
in Section 10.11 .b. The amount of Liquidated Damages paid by
Concessionaire will be adjusted only upon final determination of the
disagreement by the Independent Consultant.
10.11 .b The Concessionaire shall pay the Liquidated Damages to the DPWH on
or before the date that is ten (10) days after issuance of a written demand
for payment by the DWPH. Any Liquidated Damages not paid on or
before the date that is ten (10) days after issuance of a written demand
for payment by the DPWH pursuant to Section 10.1 La may be drawn by
the DPWH against the Construction Performance Security.
- 10.1 1.c If by the Construction Long-Stop Date, the Independent Consultant

remains unable to issue a written notice pursuant to Section 10.10.b (1)
due to the continued failure of the Concessionaire to complete
Construction, the DPWH may declare the Concessionaire in default, call
on the entire amount of the Construction Performance Security and
terminate the Concession Agreement in accordance with Section 17.
10.11 .d The Liquidated Damages referred to in this Concession Agreement

which have not been paid (or drawn by the DPWH under the
Construction Performance Security) shall be deducted from whatever
amounts the Concessionaire may receive pursuant to a DPWH
Termination Payment or Construction Works Purchase Payment under
Section 17.4.
10.12 Ownership of the Daang Hari-SLEX Link Road
Without prejudice to any of the rights and obligations of the Parties under this
Concession Agreement, immediately upon issue of the Certificate of Final
Completion, ownership of all works comprising the Daang Hari-SLEX Link Road,
including the Advance Works, shall vest in the DPWH.
L 37
Section 11 INDEPENDENT CONSULTANT
11.1 Appointment of Independent Consultant and Parties General Obligations
- 11.1 a There shall be an Independent Consultant appointed by the DPWH. The

Independent Consultant's role is to provide services to the Parties defined
in this Section 11 and in the Independent Consultant Contract for the
Design and Construction phases of the Project.
11.1 .b The Independent Consultant shall have sufficient skill and experience in
the design, construction and operation of toll roads to perform the
obligations set out in this Section 11.
11.1 -c The Parties agree not to unduly pressure, deceive, intimidate, unduly
- influence the Independent Consultant, or commit similar acts that would
adversely impact the integrity and the independence of the Independent
Consultant.
11.1 .d The Parties agree to provide all the assistance necessary to allow the
- Independent Consultant to perform the roles and functions set out in this
Section 11 and in the Independent Consultant Contract.
-- 11.2 Process of Appointment
I l.2.a The DPWH shall procure the services of the Independent Consultant in
accordance with its own internal guidelines.
11 .2rnb Upon signing of this Concession Agreement, the DPWH shall provide the
Concessionaire a short-list of three candidates for the Independent
Consultant. The DPWH shall prepare the short-list in accordance with its
guidelines for selecting consultants. If the Concessionaire objects to any
one of the names in the short-list of names, the DPWI-I and the
Concessionaire shall meet on or before the date that is five (5) business
days after notice of such objection to resolve the issue and finalize the
short-list of three candidates.
11 .2.c On or before the date that is five (5) days after finalizing the short-list of
candidates, the DPWH shall proceed with the procurement of the
Independent Consultant by inviting proposals from the short-listed names.
The DPWH shall then evaluate the proposals and choose the Independent
Consultant. The DPWH shall complete the procurement on or before the
date that is three (3) months after the Signing Date.
11 .2.d Upon choosing the Independent Consultant, the DPWIT shall notify the
Concessionaire of its proposed award of the contract and the
Concessionaire shall forthwith send written acknowledgement of the
proposed award to the DPWH. Upon receipt of the notice from the DPWH
and issue of its acknowledgement, the Concessionaire shall sign the
Independent Consultant Contract to acknowledge the appointment and the
terms and conditions of the appointment of the Independent Consultant.
Ll
38
11.2.e The terms and conditions provided in the Independent Consultant Contract
- must be consistent with the provisions of this Concession Agreement. In
addition to the responsibilities provided in Section 11.5, the Independent
Consultant Contract shall require that both Parties be provided with copies
of all documents produced by the Independent Consultant during the
period of appointment of said Independent Consultant, as indicated in
- Section 1l.3.a.
11.3 Period of Appointment
'1 1.3.a The period of appointment of the Independent Consultant shall commence
from the date of signing the Independent Consultant Contract until fifteen
- (15) days after the Certificate of Final Completion is issued by the DPWH.
- Ii .3.b If the DPWFI or the Concessionaire have reasonable grounds to believe

that the Independent Consultant is not acting professionally or
independently of the Parties and their respective Construction Contractor,
suppliers and consultants or exercising the standard of care, skill and
diligence which would be expected of an expert professional service
provider, either Party may make a written representation to the other
seeking termination of the appointment.
- 11.3.c The DPWH must advise the Independent Consultant within one (1)
business day of the representation and hold a tripartite meeting within five
(5) business days to resolve the issue. If there is no resolution at that
meeting, the matter will be resolved in accordance with Section 21 on
Dispute Resolution.
11.4 Remuneration of the Independent Consultant
11 .4.a The Independent Consultant Contract shall specify the remuneration of the
Independent Consultant and the terms and conditions of payment, provided
that such remuneration shall not exceed Twenty-One Million Five
Hundred Thousand Philippine Pesos (PhP 21,500,000.00).
- 1 1.4.b The Parties agree that they will share the cost of the remuneration of th e
Independent Consultant on an equal basis and will establish arrangements
where the payment of the remuneration will be made by each on the same
day each month. based on the invoice received from the Independent
Consultant.
11.4.c The Independent Consultant will be required, to invoice monthly for

- services provided under the Independent Consultant Contract.
11.5 Responsibilities of the Independent Consultant
• The functions and duties of the Independent Consultant shall be set out in the
Independent Consultant Contract, however, the Parties acknowledge and agree
that such functions and duties shall include the following matters:
6
11.5 .a The Independent Consultant shall be required to owe a duty of care to each
of the Parties and to act professionally and independently of the Parties
and their respective Construction Contractor, suppliers and consultants and
exercise the standard of care, skill and diligence which would be expected
- of an expert professional service provider.
11 .5.b For Design and Construction:
II .5.b (1) For the DED for Segment II:
1 l.5.b (1) (a) Review the Concessionaire's DED for Segment H and
determine whether it conforms to the requirements of the
- Concession Agreement including the Minimum
Performance Standards and Specifications and the
Conceptual Engineering Design. On or before the date that
is fifteen (15) days after receipt of the DED for Segment II,
the Independent Consultant shall be required to send written
- notice to the Concessionaire stating the results of its review
of the DED for Segment II, as set out in Section 11.5.b (1)
(b) below.
40
11 .5.b (1) (b) If the DED for Segment II is found to conform to the
requirements of the Concession Agreement including the
Minimum Performance Standards and Specifications and
the Conceptual Engineering Design, the Independent
Consultant shall be required to send written certification to
the Concessionaire that it has reviewed the DED for
Segment II and found the same to be conforming. The
Independent Consultant shall simultaneously certify the
DED for Segment II as conforming and send the original
certified document to the Concessionaire. The Independent
Consultant shall additionally send copies to the DPWH and
shall confirm in writing that a prerequisite to the Notice to
Proceed with Segment IT has been fulfilled. LI the DED for
Segment II is found not to conform to the requirements of
the Concession Agreement including the Minimum
Performance Standards and Specifications and the
Conceptual Engineering Design, the Independent
Consultant shall be required to send to the Concessionaire
written notice that the submitted DED does not conform
with these requirements, stating the specific aspects that
require revision. If the Independent Consultant finds a
revised DED for Segment II submitted by the
r Concessionaire to be compliant with the requirements of the
Concession Agreement, it shall, on or before the date that is
fifteen (15) days after receipt of the revised DED for
Segment II. issue the written notices described in Section
I l.5.b (1) (a) above. If the Independent Consultant finds a
revised DED for Segment II not to be compliant with the
requirements of the Concession Agreement, it shall, on or
before the date that is fifteen (15) days after receipt of the
revised DEl) for Segment 11, provide written notice of such
fact to the Concessionaire and requiring a further revised
DED for Segment II to be submitted by the Concessionaire.
L This process shall be repeated until the Independent
- Consultant is able to issue the written notices described in
Section 1 l.5.b (1) (a) above, or until the Concession
L Agreement is terminated by the DPWH pursuant to Section
l7.2.&
I 15.b (2) For the Right of Way:

L
11 .5.b (2) (a) Monitor the progress of the DPWH in acquiring the Basic
Right of Way and determine whether it will be delivered in
accordance with Section 8.1.
1 1.5..b (2) (b) Verify and certify to both Parties that the Basic Right of
I-. Way is clear of all liens, occupants (including informal
settlers) and structures and ready for the Concessionaire to
carry out the Construction.
41
11 .5.b (2) (c) If requested by the Parties, verify and certify that a delay to
L. the Construction in accordance with the Construction
Schedule has arisen directly and solely from a failure or
- delay in the relocation of utilities by the DPWH.
11 .5.b (3) For the O&M Manuals
IL 11.5b (3) (a) Review the Concessionaire's O&M Manuals and determine
whether they conform to the requirements of the
Concession Agreement including the Minimum
Performance Standards and Specifications. On or before the
date that is fifteen (15) days after receipt of the O&M
Manuals. the Independent Consultant shall be required to
send written notice to the Concessionaire stating the results
r of its review of the O&M Manuals, as set out in Sections
1 1.5.b (3) (b) or 11.5.b (3) (c) below.
11 .5.b (3) (1,) If the O&M Manuals are found to conform to the
Minimum Performance Standards and Specifications, the
Independent Consultant shall be required to send written
certification to the Concessionaire that it has reviewed the
O&M Manuals and found the same to be conforming. The
Independent Consultant shall simultaneously certify the
O&M Manuals as conforming and send the original
certified document to the Concessionaire. The independent
Consultant shall additionally send copies to the DPWH.
r 11.5.b (3) (c) If the O&M Manuals are found not to conform to the
Minimum Performance Standards and Specifications the
Independent Consultant shall be required to send to the
Concessionaire written notice that the O&M Manuals
r submitted do not conform with these requirements, stating
the specific aspects that require revision.
11 .5.b (3) (d) If the independent Consultant finds the revised O&M
Manuals submitted by the Concessionaire to be compliant
r with the requirements of the Concession Agreement, it
shall, on or before the date that is fifteen (15) days after
receipt of the revised O&M Manuals, issue the written
notices described in Section 11.5.b (3) (c) above. If the
Independent Consultant finds the revised O&M Manuals
r not to be compliant with the requirements of the
Concession Agreement, it shall, on or before the date that is
fifteen (15) days after receipt of the revised O&M Manuals,
r provide written notice of such fact to the Concessionaire
and requiring fiuther revised O&M Manuals to be
submitted by the Concessionaire. This process shall be
I repeated until the Independent Consultant is able to issue
r 42
the written notices described in Section 11 .5.b (3) (c)
- above, or until the Concession Agreement is terminated by
the DPWH pursuant to Section 1 7.2.a.
11 .5.b (4) For Monitoring During Construction
11 .5.b (4) (a) Undertake periodic inspections to monitor compliance of

the Construction with the Project DED and the Minimum
Performance Standards and Specifications and to advise the
DPWH of any aspect of the Construction that does not
conform to the Project DED and the Minimum Performance
Standards and Specifications.
11 .5.b (4) (b) Attend all Tests required during Construction and certify
and verify to the DPWH that the Tests have been carried
out according to the testing requirements in Sections 10.8
and 10.9, and the Minimum Performance Standards and
Specifications, as may be applicable.
11 .5.b (4) (c) Determine if additional tests are required, and recommend
to the DPWH that such additional tests be carried out on the
Construction, the procedure and timing for such tests and
stating the reasons for requiring the same. A copy of the
recommendation must be provided to the Concessionaire at
the same time.
11 .5.b (4) (d) Recommend that the Concessionaire suspend or delay any
Test if the Independent Consultant anticipates or determines
during the course of the Test that the subject of the Test
shall not or does not meet or comply with the applicable
testing requirements.
11 .5.b (4) (e) Monitor costs relating to Construction.
11 .5.b (4) (f) Advise on any matter or issue that a Party has requested the
Independent Consultant to consider, make
recommendations in relation to a Variation, a Test or the
- mitigation of a delay, and review Concessionaire's
proposals for amendments to the Certified DED andior any
additional works on the Daang Hari-SLEX Link Road.
11 .5.b (4) (g) Notify the DPWFI if in its view, the rate of progress of the
Construction is significantly behind the Construction
Schedule such that the Construction Completion Deadline
- (as may be extended in accordance with Section 10.7) is not
• likely to be met.
11 .5.b (4) (h) Notify the DPWH if in its view, the Construction is being
carried out in a manner which threatens the afety of the
Project or the general public.
/
43 1
11.5.b (4) (i) Advise the DPWH and the Concessionaire, in the event of
L an Incident as enumerated in Section 10.7.b. on the
reasonable amount of time necessary to address or remedy
the Incident.
11 5.b (4) (j) Provide the DPWH and the Concessionaire with monthly
reports that deal with the stage of Construction, the
conformance or non-conformance of the Construction to the
Project DED and the Minimum Performance Standards and
Specifications, observations about the Construction meeting
the Construction Completion Deadline and the potential for
slippage, the actual construction costs, the activities of
Independent Consultant during the relevant month and the
planned activities of the Independent Consultant for the
next three (3) months.
11.5.b (4) (k) Certify that the Advance Works Improvements are
IL necessary for compliance with the Minimum Performance
Standards and Specifications and their costs, in accordance
with Section 10.2.b (1), and the completion of the Advance
Works Improvements and their costs, in accordance with
Section 10.2.b (3).
11.5.b (5) For Construction Completion
F 11 .5.b (5) (a) Verify and certify that Construction has been substantially
completed and issue to the DPWH and/or Concessionaire
F the notices, certifications, and punch]ists required in
I Section 10.9.c.
11 .5.b (5) (b) Verify and certify that Construction has been completed
and issue to the DPWH and/or Concessionaire the notices.
certifications, and punchlists required in Section 10.10.b.
1 1.5.b (5) (c) Advise the DPWH and the Concessionaire if the
r Construction does not conform to the Project DED and
specify the defect and deficiencies and the actions that the
Concessionaire must take to comply.
11 .5.b (5) (d) Verify and certify to the DPWH that the O&M Manuals
have been prepared and such manuals comply with the
I. Minimum Performance Standards and Specifications.
11 .5.b (5) (e) Verify that the toll collection equipment and personnel are
in place and operational.
1 11 .5-b (5) (1) Advise the DPWI1I that a Certificate of Final Completion
may be issued.
r i9
44 1
r
11 .5.b (5) (g) If the Parties are unable to agree on the amount of the total
cost of the uncompleted portion of the Daang Hari-SLEX
Link Road for the purpose of calculating Liquidated
Damages, determine this amount.
11.6 Assistance from the DPWH and the Concessionaire
11 .6.a The Independent Consultant has, at any time, the right to enter, inspect and
test the Daang Hari-SLEX Link Road and its Construction.
11 .6.b The Parties are required to give all the assistance necessary to the
Independent Consultant to enable the Independent Consultant to carry out
its functions and duties.
Section 12 OPERATION AND MAINTENANCE
12.1 Grant of Operation and Maintenance
12.1.a Subject to the terms and conditions of this Concession Agreement, the
Concessionaire shall have the exclusive right and corresponding obligation
to undertake the Operation and Maintenance of the Daang Hari-SLEX
Link Road and to exclusively impose and collect Tolls therefrom during
the Operation Period.
12.1.b Except as expressly provided in this Concession Agreement, the

Concessionaire shall not be entitled to an extension of the Concession
Period or the extension or expansion of the Daang Hari-SLEX Link Road.
I 12.1.c Immediately upon issuance of the Toll Operation Certificate, the DPWH
shall turn over physical possession of the Daang Hari-SLEX Link Road to
the Concessionaire for the performance of its Operation and Maintenance
obligations in respect thereof. For the avoidance of doubt, only the right to
possession of the Daang Hari-SLEX Link Road shall be transferred to the
I Concessionaire during the Operation Period, but the ownership thereof
shall remain with the DPWH in accordance with the Build-Transfer-
Operate arrangement under the BOT Law and Section 10.12 of this
12.2 Designation and Approval of the Facility Operator
r 12.2.a The Concessionaire shall operate and maintain the Daang Hari-SLEX Link
Road through a Facility Operator which meets the following requirements:
I 12.2.a (1) The Facility Operator shall be at least sixty percent (60%)
owned and controlled by Philippine citizens;
I 12.2.a (2) The voting power of foreign investors on the governing board
of the Facility Operator shall be proportionate to their share in
the share capital of the Facility Operator
1 45 Ii
F
12.2.a (3) All executive and managing officers of the Facility Operator
- shall be Philippine citizens; and
12.2.a (4) The Facility Operator shall be at least twenty percent (20%)
owned by one of the entities identified in Annex E as entities
which fulfil the O&M Experience Requirement This
requirement shall be deemed fulfilled if the Facility Operator is
one of the entities identified in Annex E as entities which fulfill
the O&M Experience Requirement.
If there is a change in law in the Philippines that has the effect of reducing
the foreign ownership requirements outlined in this Section 12.2, the
DPWH shall act reasonably in granting permission to the Concessionaire
if it wishes to adjust its ownership structure (including board
representation) accordingly.
If the Concessionaire itself fulfills the requirements of Section 12.2.a (1)

to (3) and itself has three (3) years of experience in operations and
management of toll expressways in the last ten years, it may designate
itself as the Facility Operator.
The Concessionaire shall have the exclusive right to appoint the Facility
- Operator, and shall ensure that it acts in accordance with applicable law
and the provisions of this Concession Agreement.
The requirement that the Facility Operator be at least twenty percent

(20%) owned by the one of the entities identified in Annex E shall last
until five (5) years from the issuance of the Toll Operation Certificate:
12.2.b On or before the date that is three (3) months after the issuance of the
Notice to Proceed with Segment H, the Concessionaire shall:
- 12.2.b (1) Notify the DPWH of the identity of its proposed Facility
Ooerator;
12.2.b (2) Provide evidence that it has been incorporated and fulfills the
requirements specified in Section 12.2.a; and
12.2.b (3) Request the DPWH's written approval of such designation.
- 12.2.c The DPWH may, within twenty (20) days from receipt of the designation..
disapprove such designation only if it determines that the proposed Facility
Operator does not meet the requirements in Section 12.2.a. If the DPWH
• disapproves the designation,, the Concessionaire shall propose to the
DPWH, on or before the date that is thirty (30) days after said disapproval,
another candidate for Facility Operator which meets the requirements in
Section 12.2.a.
Lb
r 46
12.2.d The Facility Operator may engage Subcontractors to undertake specific
- parts of the Operation and Maintenance of the Daang Hari-SLEX Link
Road.
12.2.e Notwithstanding the engagement of a Facility Operator and any

Subcontractors, the Concessionaire shall remain directly responsible and
liable to the DPWH for all obligations under this Concession Agreement
and in the event of breach by the Facility Operator or any Subcontractor of
any of the Operation and Maintenance obligations under this Concession
- Agreement, such breach shall be deemed to be a breach by the
Concessionaire for which the DPWH may hold the Concessionaire
responsible and liable.
12.21 If the Concessionaire wishes to replace the Facility Operator at any time it
shall propose a replacement Facility Operator to the DPWH that meets the
requirements of Section 12.2..a (1) to (3) above and has an equivalent or
better level of experience, qualification and expertise than the original
Facility Operator, and it shall only engage such replacement Facility
Operator with the prior written consent of the DPWH, and only upon the
Toll Regulatory Board's issuance of a Toll Operation Certificate to the
replacement Facility Operator. If the replacement Facility Operator meets
the requirements of Section 12.2.a (1) to (3) and has an equivalent or better
level of experience, qualification and expertise than the original Facility
Operator, the DPWH shall issue its written consent within twenty (20)
days from receipt of Concessionaire's proposal to replace the Facility
Operator.
- 12.3 Obligations for Operation and for Maintenance
12.3.a The Approved O&M Manuals shall be updated, as reasonably required by

the DPWH, by the Concessionaire from time to time, and at least once
every year of the Operation Period, in accordance with Prudent Industry
Practice.
12.3.b On or before the date that is seven (7) days after the issuance of the
Certificate of Substantial Completion, the Concessionaire shall apply for,
or. as applicable, shall cause the Facility Operator to apply for the issuance
of the Toll Operation Certificate with the TRB, following the requirements
set out in Annex 3-1. The DPWH shall provide reasonable assistance to the
Concessionaire in this application and, provided that the Concessionaire
complies with the procedures and requirements set out in Annex 3-bor, as
applicable, causes the Facility Operator to comply with such procedures
and requirements, the DPWH shall ensure that the TRB issues the Toll
Operation Certificate on or before the date that is thirty (30) days after the
application is made.
123.c Upon issuance of the Toll Operation Certificate by the TRB, the
Concessionaire shall carry out the Operation and Maintenance of the
Daang Hari-SLEX Link Road in accordance with the requirements of this
47
Concession Agreement, including in particular the Minimum Performance
- Standards and Specifications and the Approved O&M Manuals.
12. 3 .d The Concessionaire shall strictly comply with the minimum Key
Performance Indicators for Operation and Maintenance provided in
Section 28 of the Minimum Performance Standards and Specifications,
- and shall be subject to the corresponding payment obligations prescribed
in the Minimum Performance Standards and Specifications to be imposed
for non-compliance therewith (the "O&M Liquidated Damages"). The
Concessionaire shall on or before the date that is seven (7) days after
receipt of written payment demand from the DPWH for O&M Liquidated
Damages, pay the O&M Liquidated Damages prescribed in such payment
demand. The incurrence by the Concessionaire of O&M Liquidated
Damages in excess of One Hundred Thousand (100,000) Toll Equivalent
- Units in any calendar quarter shall be a Concessionaire Default and the
provisions of Section 17 shall apply.
12.34 (1) The Concessionaire may appeal the imposition of specific

instances of O&M Liquidated Damages to the DPWH
Secretary. Notwithstanding an appeal on the imposition of
specific instances of O&M Liquidated Damages, the
Concessionaire shall pay the O&M Liquidated Damages as
- computed by the DPWH., subject to reimbursement or
adjustment as may be determined upon resolution of the appeal.
12.3.d (2) Either Party may request the other Party from time to time to
review the reasonableness of the Key Performance Indicators,
Standards/Requirements, and/or the Amount of Liquidated
Damages for Non-Compliance in Section 28 of the Minimum
Performance Standards and Specifications. However, no
- changes in the Key Performance Indicators,
Standards/Requirements, and/or the Amount of Liquidated
Damages, nor any instance of a waiver of the Concessionaire's
liability for O&M Liquidated Damages, will be valid or binding
on the DPWH unless they are the subject of a formal written
agreement between both Parties.
12.3.e Without prejudice to any other provisions of this Concession Agreement,

all costs and expenses in respect of the Operation and Maintenance,
including, without limitation, taxes and other payment obligations to
Government Authorities in connection with the Operation and
Maintenance, which may accrue at any time during the Concession Period,
shall be the responsibility and liability of the Concessionaire.
12.3.f The Concessionaire shall carry out the Operation and Maintenance at all
times in accordance with the requirements of any applicable Consents,
Prudent Industry Practice and any applicable law, regulation, order,
decision or judgment of any Government Authority.
48 Lv
12.4 Supervision and Monitoring of Operation and Maintenance
12.4.a The DPWH shall have the Tight, to inspect any part of the Daang Han-.
SLEX Link Road and the toll collection system and facilities, taking into
- account at all times the flow of traffic and level of service in order to
determine the Concessionaire's compliance with all its obligations under
1 2.4.b The Concessionaire shall undertake periodic - at Least once every month
inspection of the Daang Hari-SLEX Link Road to determine its condition..
including its compliance or otherwise with the Approved O&M Manuals
and the Minimum Performance Standards and Specifications, and shall
prepare a monthly Inspection Report which will be included in the
Monthly Report on Operation and Maintenance required under Section
12.4.c.
12.4.c On or before the date that is fifteen (15) days after the end of every month,
- from the issuance of the Toll Operation Certificate until the end of the
Concession Period, the Concessionaire shall submit a Monthly Report on
Operation and Maintenance to the DPWH, using the format in Annex K.
This report shall also contain the Inspection Reports required pursuant to
Section 12.4.b above. The DPWH may, at any time, modify the form of
the Monthly Report on Operation and Maintenance by deleting or
requiring additional information. If the DPWH modifies the form of this
report, the changes shall apply to the report due two months after such
- modification.
12.4..d On or before the date that is thirty (30) days after the beginning of every
calendar year, the Concessionaire shall submit updates on the following
documents:
12.4.d (1) Asset Register updated by the Concessionaire to include a
description of all assets comprising the Daang Hari-SLEX Link
Road and such other documents or information required
pursuant to the Minimum Performance Standards and
Specifications; and
12.4.d (2) Updated O&M Manuals.

12.5 Performance Security for Operation and Maintenance
H 12.5a On or before the date that is five (5) days after the Concessionaire's receipt
of the Independent Consultant's notice as provided in Section 10.9.c (1),
the Concessionaire shall issue to the DPWH. and keep in force and effect
until the end of the Operation Period, the O&M Performance Security. The
O&M Performance Security shall be an irrevocable standby letter of credit
in the amount of Fourteen Million Philippine Pesos (PhP14,000,000.00)
issued by a universal bank or commercial bank licensed by the Bangko
Sentral ng Pilipinas and acceptable to the DPWH and in a form that is
acceptable to the DPWH. (
'Li
12.5.b The amount required of the O&M Performance Security will be adjusted
upwards every time Toll Rates are adjusted upwards, by the same
proportion as the Toll Rate Adjustment. The Concessionaire shall, no later
than fifteen (15) days prior to the expiry of any O&M Performance
Security, deliver to the DPWH a replacement O&M Performance Security
valid for at least an additional year in the same form and in the required
amount The replacement O&M Performance Security shall be effective
from the day before the expiration date of the previous O&M Performance
Security. If any amounts are drawn from the O&M Performance Security,
the Concessionaire shall on or before the date that is ten (10) days after
such drawdown deliver an additional O&M Performance Security in the
same form as the existing O&M Performance Security, for the amount
drawn, such that the amount of O&M Performance Security should not fall
below the required amount for a period longer than ten (10) days.
12.5.c The DPWH may forfeit the O&M Performance Security in case of
termination during the Operation Period by reason of the Concessionaire's
default in any of the cases defined in Sections 17.2c and 17.2.d.
12.5.d The DPWH may also draw against the O&M Performance Security if the
Concessionaire fails to pay any O&M Liquidated Damages imposed by the
DPWH on the Concessionaire pursuant to Section 12.1d or fails to
comply with the Approved O&M Manuals and other provisions of the
Minimum Performance Standards and Specifications for Operation and
Maintenance for a period longer than seven (7) consecutive days from
written demand to comply, or such longer period as the Parties may agree
upon in writing. The DPWH may also draw on the O&M Performance
Security in accordance with Section 14. Le.
12.6 Toll User and Non-Toll User Related Facilities
12.6.a The Concessionaire shall have the exclusive right to grant business
concessions and charge and collect fees for Non-Toll User Related
Facilities and Toll User Related Facilities situated within the Basic and
Additional Right of Way. This right shall at all times be subject to existing
laws and rules and such rules and regulations which may be promulgated
by the DPWH and TRB, and shall not in any way interfere with the safe
and efficient Operation and Maintenance of the Project.
12.6.b The Concessionaire shall pay the DPWH an amount equivalent to five
percent (5%) of all gross revenues it realizes from any facilities situated
within the Basic and Additional Right of Way pursuant to Section 12.6.a.
Such revenues shall be remitted at the end of every calendar quarter.
126.c The area used for Toll User Related Facilities shall be restored to its
original design specifications at the earlier of the end of the Concession
1- Period or termination of the Concession Agreement. Upon mutual
agreement of the Parties, all immovable properties that cannot be removed
without impairing the economic value of the properties may be transferred
from the Concessionaire to the DPWH.
Yt-
50
1-
Section 13 TOLLS
13.1 Toll Rates and Toll Collection
13.1.a During the Operation Period, the Concessionaire is authorized to impose

and collect Tolls from the users of the Daang Hari-SLEX Link Road at the
following rate, inclusive of VAT:
Vehicle Class initial Toll

Rate (flat
rate)
Class I: Light Vehicles - Car, Jeep, Passenger Van/ PhP17.00
Pickup, Taxi, Mega-Taxi, Jeepney, Mini-Bus
Class II: Medium Weight Vehicles - Aircon & Non PhP34.00
Aircon Bus. Goods Van/Pickup, 2-Axle Truck, Dump
Truck, Tanker, Mixer
Class III: Heavy Vehicles - Rigid Truck with 3 or more PhPSI.00
Axles, Trailer (Articulated)
These rates will apply from commencement of the Operation Period until
the authorization of the first toll rate adjustment, in accordance with
Section 13.2.
13.1 .b The Concessionaire shall publish the schedule of Toll Rates for the first
year of the Operation Period in a newspaper of general circulation at least
once a week for three (3) consecutive weeks before the start of Operation.
The Concessionaire shall also publish the schedule of Tolls Rates as
adjusted, in accordance with Section 13.2, in a newspaper of general
circulation at least once a week for three (3) consecutive weeks before the
effectivity date of each Toll Rate Adjustment.
13. Lc The Concessionaire shall issue official receipts to users of the Daang Han-
SLEX Link Road at toll plazas provided for such purpose at the entries
and/or exits of the Daang Hari-SLEX Link Road.
11.1A The Toll revenues collected from the operation of the Daang Hari-SLEX
Link Road are the property of the Concessionaire. The Concessionaire has
the right to assign or to enter into such agreements with regard to the Toll
revenues and their collection, custody, security and safekeeping.
13.l.e The Concessionaire may elect to impose a Toll upon users that is less than
the authorized Toll Rate, at its discretion, and in such case any adjustment
as referred to in Section 13.2 below shall be based upon the approved Toll
Rate and not the lower actual Toll imposed.
13.2 Toll Rate Adjustments
13.2.a Periodic Adjustment Within the scope of the Project as defined herein,
upon compliance with the Rules and Regulations on Toll Rate
Implementation as issued or may be issued by the TRB d upon receipt of
51
written approval of adjustment from the TRB, the Concessionaire is
authorized to adjust the Toll Rates once every two years in accordance
with the following formula, and to collect from the Daang Hari-SLEX
Link Road users the Toll Rates so adjusted:
[ 'Cplx
TR = (TRY ±- x TRO ] + [-
(CNP'n - i) x TR X ]
where:
TR = new Toll Rate as adjusted
TR, = old Toll Rate as of the last periodic adjustment and prior to
extraordinary Toll Rate adjustment except for the first periodic
adjustment which will be the initial Toll Rate
TRX Toll Rate adopted following an extraordinary adjustment

granted under Section 1 3.2.b occurring within periodic
adjustment periods; provided that if no extraordinary
adjustment was granted, TR, TR
CPI, = Monthly Consumer Price Index for All Income Households in

I the Philippines for All Items for the month of the new review
date issued by the National Statistics Office
CPL.) = Monthly Consumer Price Index for All Income Households in

the Philippines for All Items for the month of the last review
date issued by the National Statistics Office, except for the first
periodic adjustment which will be the month corresponding to
when the Initial Toll Rate was applied
CPI, = Monthly Consumer Price Index for All Income Households in

the Philippines for All Items, issued by the National Statistics
Office, for the month corresponding to the month when the
extraordinary Toll Rate adjustment was implemented; provided
that if no extraordinary adjustment was granted, CPI, = CPI,,
13 .2.b Extraordinary Adjustment. If following any of the events contemplated

under Section 16 on Material Adverse Government Action, Section 15.1 .d
or Section 15.3.d (1) on Force Majeure, or Section 10.6.e (2) on
Variations, both Parties agree on compensation or remedies to the
Concessionaire which will involve an extraordinary adjustment of the Toll
Rates, then the Concessionaire shall be entitled to apply with the TRB for
and, if warranted, to be granted an extraordinary adjustment of the Toll
Rates.
I- The DPWH shall verify the materiality, bases and justifications for the
application for extraordinary adjustment of the Toll Rates under any of the
events mentioned above and shall submit its findings to the TRB with
appropriate recommendations.
1 52 /
Once the extraordinary adjustment of the Toll Rates is approved by the
- TRB, the Concessionaire is authorized to immediately collect the
increment corresponding to the approved extraordinary adjustment as part
of the authorized total Toll Rates, subject to publication as required in
- Section 13.1.b.
13.2.c Decrease in Toll Rates. Without prejudice to the provisions of Section

- 13 .2.a, at any time during the Operation Period, the Concessionaire is
obliged and the DPWH may require the Concessionaire to apply for the
- approval of a corresponding decrease in the Toil Rates in the event of any
of the following circumstances:
13.2.c (1) a decrease in the rate of any national or local taxes which are
imposed on the Concessionaire after the Signing Date; or
I 3.2.c (2) any exemption from liability to pay any tax, duty or other levy
imposed by a Government Authority and/or any costs savings
following any favorable Change in Law availed of by
Concessionaire that became available after the Signing Date.
- Once the decrease in the Toll Rates is approved by the TRB, the
Concessionaire is authorized to immediately collect the revised decreased
Toll Rates. subject to publication as required in Section 13.1 .b.
113 Remedies for Disallowance of Authorized Toll Rates
13.3.a Failure or delay by the TRB to authorize the collection of the toll rates
contemplated in Sections 13.1 and 13.2 shall not be an event of the DPWH
default. If for any reason, a Government Authority, including the TRB,
disallows the Concessionaire from charging and collecting from users of
the Daang Hari-SLEX Link Road the authorized amounts of the Toll Rates
provided under Section 13.1 as adjusted under Section 13.2 at the
prescribed time, the Concessionaire shall be entitled to either of the
following alternative remedies, whichever is mutually agreed upon by the
DPWH and the Concessionaire:
13.3,a (1) Compensation from the DPWH of the toll income foregone by
the Concessionaire as a direct result of a Government
Authority's prevention of the Concessionaire from charging
and collecting Toll Rates (the "Foregone Toll Income"),
- which shall be calculated by month as follows:
FTI = (TR - TRp) x NV
where:
TR = new Toll Rate as authorized to be adjusted in

accordance with Section 13.2
53
TRp = Toll Rate actually permitted by the TRB for the
month, and
NU = Number of users of the Daang Hari-SLEX Link

- Road during the same month, as shown by the
audited statement of the Concessionaire, as verified,
if necessary, by the DPWH
The Foregone Toll Income shall be calculated for every vehicle

- class and paid monthly.
The DPWH shall seek the allocation or appropriation of

necessary funds and pay the Foregone Toll Income to the
Concessionaire on or before the date that is forty-five (45) days
after its receipt of the audited statement from the
Concessionaire. Should there be a delay in the payment of the
Foregone Toll Income beyond the said forty-five (45)-day
period, the DPWH shall pay interest to the Concessionaire on
the amount of that payment at the rate equivalent to the three
(3) month Philippine Dealing System Treasury Fixing
("PDST-F") reference rate per annum (the "Delay Interest"),
and that interest shall accrue from the date the relevant
- payment became due until the date of actual payment.
13.3.a (2) Extension of the Concession Period to compensate the

Concessionaire for the Foregone Toll Income calculated in
Section 13.3.a (1). The length of the extension shall be
mutually agreed upon by the Parties.
13.3.b If the DPWH fails to pay the Foregone Toll Income with Delay Interest to
the Concessionaire and both Parties acting reasonably fail to agree on the
extension in Section 13.3.a (2) on or before the date that is two (2) years
after the Concessionaire is disallowed from charging and collecting
authorized Toll Rates from users of the Daang Hari-SLEX Link Road, this
shall be a DPWH Default in accordance with Section 17.3.a (3).
Section 14 INSURANCE
14.1 Coverage
- 14.1 .a From issuance of the Notice to Proceed with Segment H until the issuance
of the Toll Operation Certificate, the Concessionaire shall maintain at all
times:
14.1.a (l) Construction Contractor's All Risks Insurance, at least up to the

value of the construction works for the Project.
14.1 .a (2) Third party liability insurance
14. La (3) Worker's compensation insurance
1- 54
14.1 .a (4) Any other insurance that may be necessary to protect the
Concessionaire, its employees and its assets against loss,
damage or destruction, including as a result of any Force
Majeure Event that is insurable and not otherwise covered by
the insurance at Sections 14.1.a (1) to (3) provided the same is
available in the worldwide insurance market on reasonable
terms
14.1.b From the issuance of the Toll Operation Certificate until the end of the
Concession Period or the termination of this Concession Agreement,
whichever comes earlier, the Concessionaire shall maintain at all times:
14.1 .b (I) Property damage insurance, at least to the extent of the book
value (after depreciation and amortization) of the concession
rights of the Concessionaire.
14.l.b (2) Third party liability insurance
14. Lb (3) Workers' compensation insurance
14.1 .b (4) Any other insurance that may be necessary to protect the
Concessionaire, and its assets against loss, damage or
destruction, including as a result of any Force Majeure Event
that is insurable and not otherwise covered by the insurance
policies enumerated in Sections 14.1 .b( 1) to (3) provided the
same is available in the worldwide insurance market on
reasonable terms
14.1.c All insurance policies shall be secured from the Government Service
Insurance System or any reputable insurance companies licensed by the
Insurance Commission.
14.1.d The Concessionaire shall submit to the DPWH certified copies of the
insurance policies and all renewal certificates upon receipt thereof from
the insurer.
14.1 .e Each insurance policy required under this Section 14.1 shall provide that
the same shall not be cancelled or terminated unless ten (10) days' 'written
notice of cancellation is provided to the DPWH. If at any time the
Concessionaire fails to purchase and maintain in full force and effect any
and all insurance policies required under this Concession Agreement. the
DPWH may at its option purchase and maintain such insurance, and all
sums incurred by the DPWH for this purpose shall be reimbursed by the
Concessionaire immediately on demand. Should the Concessionaire fail to
reimburse the costs of procuring and maintaining any required insurance
policies to the DPWH, the DPWH shall be entitled to call on the
Construction Performance Security and/or the O&M Performance Security
(as applicable) up to the value of such amounts.
/
55
14.2 Insurance Beneficiaries
F The insurance policies taken by the Concessionaire for the Project under Section
14.1 shall name the Concessionaire and the DPWH as co-insured parties of the
insurance policies- The proceeds of insurance policies arising from damage to or
destruction of any of the assets comprising the Daang Hari-SLEX Link Road shall
be used to complete, repair, rehabilitate or reconstruct such assets, and the balance
remaining, if any, shall be applied to payment of Concessionaire's other liabilities
incurred by virtue of the Project.
Section 15 FORCE MAJEURE
1- 15.1 Events of Force Majeure
l5.l.a "Force Majeure" or "Force Majeure Event" refers to an event or a

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

following:
• any war, declared or not

• hostilities,
• blockade,
• embargo,
• revolution,
• insurrection,
• riot,
• public disorder,
• export or import restrictions,
• closing of harbors, docks, canals or other assistance to or adjuncts
Of shipping or navigation of or within any place,
• rationing or allocation, whether imposed by law, decree or
regulation by, or by compliance of industry at the insistence of..
any Government Authority, in each of the above cases,
• fire,
• unusual flood.
• drought,
• earthquake,
II
/4' 1
56
1-
• volcanic eruption,
• storm,
1- • lightning.
• tide (other than normal tide).
I- • tsunami,
• air crash,
• archeological finds,
• hazardous materials,
• unexploded ordnance.
• nuclear contamination,
• epidemic,
F • quarantine,
• any instance analogous to the foregoing, or any event, matter or
thing, wherever occurring.
15.1.b Notwithstanding the foregoing, the occurrence of any Force Majeure Event
shall not release any Party from its monetary obligations.
15.1 .c The burden of proof for a Force Majeure Event and its effect on the
performance of obligations or the delivery of services under this
Concession Agreement lies with the Party that issued the notice of Force
Majeure under Section 15.2.
15.1 .d If as a result of a Force Majeure Event, the Project or any part thereof or
F the operations of Concessionaire or any part thereof, become the subject
matter of or are included in any notice, notification, or declaration
concerning or relating to temporary takeover by the Republic of the
Philippines in times of war, hostilities or national emergency when public
interest requires, the DPWIH may, by written notice to Concessionaire.
immediately take over the operations of the Daang Hari-SLEX Link Road.
I- During such take over by the Republic of the Philippines, the Concession
Period shall be suspended; provided, that upon termination of war,
F hostilities or national emergency, the operations shall be returned to
Concessionaire, at which time, the Concession Period shall resume. The
- Parties shall meet to agree on how to enable the Concessionaire to recover
I from the adverse financial effects, if any, of the temporary takeover,
through:
15.1.d(l) an extraordinary Toll Rate adjustment;
F 15.1.d (2) an extension of the Concession Period;
15.1.d (3) other methods to he mutually agreed by both Parties.

F
15.2 Notification of Force Majeure
I The Party invoking a Force Maj cure Event shall, upon knowledge of such event
and in any case within two (2) days from the time it is practicable for such Party
to serve notice to the other Party, shall immediately notify the other Party of the
57
I
occurrence or cessation of the Force Majeure Event and the extent to which such
Force Majeure Event affects the notifying Party's obligations under this
15.3 Obligation of Each Party in the Event of Force Majeure
15.3.a If a Force Majeure Event or a direct consequence thereof, prevents or

delays a Party from performing its obligations hereunder or, in the opinion
of such Party, adversely affects any of its rights or benefits under this
Concession Agreement, such Party shall be responsible for taking such
actions and precautions as may be reasonably necessary to mitigate the
adverse effects of the Force MqJcure Event acting in accordance with
Prudent Industry Practice. To the extent the Force Majeure Event and the
adverse effects thereof could not be so mitigated, the Party invoking a
Force Majeure Event shall be excused from performance of those
obligations that are directly affected by the Force Majeure Event. The
Parties will consult with each other and take all reasonable steps to
I - minimize the losses of either Party resulting from a Force Majeure Event.
The Parties shall continue performance, with all due diligence, of all
obligations not affected by Force Majeure.
15.3.b All insurance proceeds received by or payable under any insurance policy
covering force majeure shall be utilized to repair or reconstruct the Daang
Hari-SLEX Link Road. The Concessionaire shall be responsible for any
repairs or reconstruction to the Daang Hari-SLEX Link Road caused by
the Force Majeure Event as soon as possible.
•I 1 5.3.c Provided the insurance policies required under Section 14.1 are in force at
the time of the Force Majeure Event, if the Concessionaire serves notice
to the DPWH that the insurance proceeds received or to be received or
payable by reason of any such damage will be insufficient to cover the
I costs of the required reconstruction of repair work on the damage to the
Daang Hari-SLEX Link Road, the Concessionaire and the DPWH shall
I meet to discuss how the Concessionaire can be compensated for the
difference between these costs and the insurance proceeds received or to
be received (the "FM Shortfall Amount"). Notwithstanding the ongoing
I nature of any discussions between the Parties regarding compensation for
the FM Shortfall Amount, the Concessionaire shall be responsible for
r conducting the necessary repairs and reconstruction work and raising the
funds for such purpose, unless the Daang Hari-SLEX Link Road is
expressly taken over by the DPWH without the fault of the
I Concessionaire.
15.3.d The Parties hereby agree that any FM Shortfall Amount incurred by the
Concessionaire pursuant to Section 15.3.c shall, provided that it exceeds
an amount equal to One Hundred Fifty Million Philippine Pesos
F (PhP 150,000,000.00), be repaid by means of any one or a combination of
the following at the option of the DPWH:
/
58
15.3.d (1) an appropriate extraordinary adjustment of Toll Rates, as
provided in Section 13.2.b;
15.3.d (2) an appropriate extension of the Concession Period, where the

length of the extension shall be subject to agreement by the
Concessionaire;
153A (3) direct payment in cash; and/or
15.3.d (4) other means as may be mutually agreed by the Parties.
The extraordinary adjustment of Toll Rate contemplated in Section 15.3 .d

(1) shall take effect as of the date of the approval thereof as provided in
Section 13.2.b and the resumption of operation of the Daang Hari-SLEX
Link Road.
1-
If on or before the date that is six (6) months after the commencement of
negotiations between the DPWH and the Concessionaire, the Parties are
unable to agree on how to compensate the Concessionaire under this
subsection for the FM Shortfall Amount, either Party shall have the right
to terminate this Concession Agreement and the provisions under Section
17.4.a shall apply.
1 5.3.e If a Force Majeure Event or a takeover caused by a Force Majeure Event

as described in Section 15.1.d does not cease on or before the date that is
six (6) months after the date of the notice required pursuant to Section
15.2, either party shall have the right to terminate this Concession
Agreement through the issuance to the other Party of a Notice of
Termination, in which case the provisions under Section 17.4.a shall apply.
If the Concessionaire elects not to terminate this Concession Agreement
and instead elects to extend the Concession Period, it must give notice to
the DPWH stating the election it has made and the period (not exceeding
the duration of the Force Majeure Event) by which it proposes the
Concession Period to be extended. Upon concurrence by the DPWH, the
DP" shall issue, obtain., or exert best efforts to cause to be issued or
obtained, all Consents which may be required or necessary to extend the
Concession Period by such period as requested by the Concessionaire.
15.3.f Upon the occurrence of any Force Majeure Event during the Operation
Period, the Concessionaire shall continue to be responsible for performing
such of its obligations relating to Operation and Maintenance as are still
possible to be performed, whether wholly or partially. Irrespective of the
occurrence of a Force Majeure Event, the Concessionaire shall continue to
be responsible for the safety of the Daang Hari-SLEX Link Road and its
users. Unless otherwise agreed upon by the Parties, the occurrence of a
Force Majeure Event affecting the Concessionaire's obligations relating to
Operation and Maintenance shall not result in the closure of the damaged
portion of the Daang Hari-SLEX Link Road. If a temporary closure is
unavoidable for safety reasons or so as to make possible the performance
of any required reconstruction or repair work, the Daang Hari-SLEX Link
'
Road shall be opened to the public as soon as possible by taking the
necessary measures and precautions wider the circumstances.
Section 16 MATERIAL ADVERSE GOVERNMENT ACTION
16.1 Definition
Material Adverse Government Action means any national government agency

action which has a material adverse effect on any of the rights and privileges of,
or on the enjoyment and/or exercise thereof by, the Concessionaire under this
Concession Agreement, or which has a material adverse effect on the
Construction Schedule or the Concessionaire's ability to comply with its financial
and/or other contractual obligations, including but not limited to any of the
following:
16.1.a a Change in Law;
16.1 .b the imposition of any new national or local tax, or change in maximum
rate of any national or local tax, in either instance except value-added tax
16.2 Consequences of a Material Adverse Government Action
1 6.2.a If a Material Adverse Government Action occurs, the Concessionaire shall

provide written notice to the DPWH thereof within thirty (30) days of
becoming aware of the same with supporting evidence. The
Concessionaire shall have the burden of proving both the existence of any
Material Adverse Government Action and the effect (both as to nature and
extent) which any such Material Adverse Government Action has on its
performance and its costs or losses arising from the Material Adverse
Government Action.
16.2.b If the Concessionaire is rendered wholly or partly unable to perform its

obligations under this Concession Agreement directly as a result of such
Material Adverse Government Action, it shall be excused from
performance of such obligations to the extent that it is unable to perform
on account of such Material Adverse Government Action provided that:
I 6.2.b (1) the suspension of performance shall be of no greater scope and

of no longer duration than is reasonably required by the
Material Adverse Government Action;
- 16.2.b (2) the Concessionaire shall make all reasonable efforts to mitigate
or limit the effects of the Material Adverse Government Action
on its performance of the Concession Agreement; and
16.2.b (3) when the Concessionaire is able to resume performance of its

obligations under the Concession Agreement, it shall give to
the DPWH written notice to that effect and shall promptly
resume performance of such obligations.
60 /tJ
16.2.c If a Material Adverse Government Action or combination of Material
Adverse Government Actions in the aggregate negatively affects the
Concessionaire's cash flows by more than One Hundred Fifty Million
Philippine Pesos (PhP150,000,000.00) in present value terms over the
duration of the Concession (calculated at the time the Concessionaire
claims such financial threshold to have been met), and provided that the
Concessionaire has taken all reasonable steps to mitigate the effects of
such Material Adverse Government Action and minimize its costs or
losses arising therefrom, the Concessionaire shall immediately notify the
DPWH to that effect. On or before the date that is seven (7) days after such
notification, the Parties shall meet to discuss in good faith how the
Concessionaire shall be compensated by the DPWH for such negative
financial effect. Such compensation may include either, or a combination
of, an extraordinary adjustment in Toll Rates, extension of the Concession
- Period rescheduling of the Construction Schedule, and/or such other
remedies or compensation as may be agreed by the Parties.
16.2.d The Parties shall conduct negotiations in good faith for a period not
I.... exceeding ninety (90) days from date of the Concessionaire's notification
- to the DPWH under Section 16.2.c, unless a longer period is specifically
provided or agreed among the Parties, after which, if they are unable to
reach an agreement within the said period- the matter shall be determined
in accordance with Section 21.
Section 17 DEFAULT AND TERMINATION

I..
17.1 General Principles
17.1 .a This Concession Agreement shall not terminate or be terminated for any
reason other than as set forth in this Concession Agreement.
1.-.
17.1 .b Any Notice of Termination required hereunder shall state the specific
cause(s) for such termination.
17.1 .c Notwithstanding any Notice of Violation and Notice of Termination, the

Parties are still obliged to perform their respective obligations under this
Concession Agreement and in the event of Termination, to extend utmost
1_
cooperation and assistance such that the objectives of the Project are not
frustrated, the right and convenience of the public to use the Daang Han-
SLEX Link Road as well as traffic in surrounding areas are not adversely
I- affected and any adverse effect from the default or termination are
generally minimized or avoided altogether.
I.-
17.2 Concessionaire Default
The following shall constitute a Concessionaire Default, unless remedied in

accordance with Section 1 7.2.e (1):
1 7.2.a Concessionaire Default before Construction
I-
17.2.a (1) If the Concessionaire fails to submit the DED for Segment II to
the DPWH and the Independent Consultant on or before the
date that is six (6) months after the Signing Date or, if the
Concessionaire submits an updated Conceptual Engineering
Design in accordance with Section 9.1.b, six (6) months after
the acceptance or rejection by the DPWH of the updated
Conceptual Engineering Design.
17.2-a (2) If Concessionaire fails to deliver the Certified DED for

Segment II to the DPVTH on or before the date that is two (2)
months alter submission of the DED for Segment II to the
DPWH and the Independent Consultant in accordance with
Section 9.24, provided, the DPWH has fulfilled its obligation
to deliver the Basic Right of Way in accordance with Section
8. Lb.
17.2.b Concessionaire Default during Construction
17.2.b (1) If the Concessionaire fails to submit to the DPWH the required
evidence of Financial Closure for the Project on or before the
dale that is three (3) months after DPWH's issuance of the
Notice to Proceed with Segment H, in accordance with Section
7.2.
17.2.b (2) If the Independent Consultant certifies to the DPWH that the
Concessionaire has suspended or abandoned the Construction
of the Daang I-iari-SLEX Link Road. Suspension shall mean
that Concessionaire has not accomplished any progress in
construction for a period of at least sixty (60) days.
Abandonment shall mean that Concessionaire has substantially
reduced personnel or removed further required equipment from
the Project such that, in the opinion of an experienced
construction manager, the Concessionaire would not be capable
of maintaining progress in accordance with the Construction
Schedule.
17.2.b (3) If the Concessionaire fails to complete the Construction

satisfactorily and obtain the notice in Section 10.I0.b(l) from
- the Independent Consultant on or before the Construction
Long-stop Date.
17.2.b (4) If the Concessionaire fails to submit to the DPWH the

Quarterly Report on Construction required under Section 10.4.d
within the required deadline for more than two consecutive
quarters-
17.2.c Concessionaire Default During the Operation Period
62
17.2.c (1) If the Concessionaire fails to commence operation of the Daang
Hari-SLEX Link Road on or before the date that is thirty (30)
days after the effective date of the Toll Operation Certificate.
17.2-c (2) If the Concessionaire incurs O&M Liquidated Damages in

excess of One Hundred Thousand (100,000) Toll Equivalent
Units in any calendar quarter in accordance with Section
12.3.d.
17.2.c (3) If the Concessionaire fails to submit to the DPWH a Monthly

Report on Operations and Maintenance required under Section
12.4.c within the required deadline for more than three
- consecutive months.
17.2.c (4) If the Concessionaire does not submit the as-built drawings of
the Daang Hari-SLEX Link Road and/or the updated Asset
Register and/or the Construction Completion Report on or
before the date that is six (6) months after issuance of the
Certificate of Final Completion in accordance with Section
l0.lO.d.
17.2.d Other Concessionaire Defaults from Signing of Concession Agreement to

End of the Concession Period
17.2.d (1) If the Concessionaire fails to maintain the Construction

Performance Security as required under Section 6.
17.2.d (2) If the Concessionaire fails to deliver to the DPWH the O&M
Performance Security on or before the date that is five (5) days
after issuance of the Independent Consultant's notice under
I- Section 10.9.c (I) or to maintain the O&M Performance
Security as required under Section 12.5,
17.2.d (3) If the Concessionaire fails to deliver the Defects Performance

Security no later than one (1) year prior to the end of the
i. Concession Period in accordance with Section 19.4
17.2.d (4) If the Concessionaire fails to designate a Facility Operator

where applicable in accordance with Section 12.2 and which
complies with the requirements of Section 12.2 on or before the
date that is three months after the issuance of the Notice to
Proceed with Segment II.
17.2.d (5) If the Concessionaire replaces the Facility Operator without the
DPWH's prior written consent or prior to the Toll Regulatory
Board's issuance of a Toll Operation Certificate to the
replacement Facility Operator in accordance with Section
C
12.2.f,
63
I 7.2d (6) If the Facility Operator ceases to comply with the requirements
of Section 12.2.a. or a replacement Facility Operator ceases to
comply with the requirements set out in Section 12.21
I 7.2.d (7) If the Concessionaire fails to apply for, or fails to cause the
Facility Operator to apply for, as applicable, the Toll Operation
L Certificate on or before the date that is seven (7) days after
issuance of the Certificate of Final Completion in accordance
with Section 12.3.b.
L
I 17.2.d (8) If the Concessionaire ceases to prosecute and carry out the
Project with no manifest intention of resumption, either in
whole or in material part.
17.2.d (9) If the Concessionaire assigns this Concession Agreement to any

third party without the prior written consent of the DPWH in
I 7.2.d (10) If the required ownership structure in Section 22 is violated

by Concessionaire or any of its stockholders.
17.2.d (11) If the Concessionaire is being liquidated and dissolved for

reasons other than insolvency, or is declared insolvent and/or
if the Concessionaire's Lenders have determined that the
Concessionaire is in default or unable to fulfill its obligations
to them. Notwithstanding any provisions to the contrary in
this Concession Agreement, this Section 17.2.d (11) shall be
considered a non-curable default and shall entitle the DPWH
to exercise its rights to terminate this Concession Agreement
under Section 17.2.
17.2.d (12) If the Concessionaire violates any laws and regulations of the
Republic of the Philippines, and such violation has a material
adverse effect on its ability to perform its obligations under
this Concession Agreement and/or has a material adverse
effect on the DPWH.
17.2.d (13) If the Concessionaire fails to secure or maintain the required

insurance coverage under Section 14 of this Concession
Agreement, or fails to provide the DPWH with copies of the
insurance policies and all renewal certificates, as required in
accordance with Section 14.1 .d.
I 7.2.d (14) If the Concessionaire replaces its Construction Contractor

identified in Annex E. without the prior written consent of the
DPWH as required in accordance with Section 10.4.b (1).
17.2.d (15) If the Concessionaire falls to pay the DPWH any due amount
•...... exceeding the equivalent of Four Hundred, Thousand
(400,000) Toll Equivalent Units. /
64
I 7.2.d (16) If the Concessionaire's Leverage Ratio exceeds the Permitted
Leverage Ratio specified at Section 7.1 at any time.
17.2.d (17) Violation of Section 18 of this Concession Agreement.

IL
1 7.2.d (18) Otherwise, if the Concessionaire is in material breach of any
of its obligations, representations or warranties under this
17.2.d (19) If the Concessionaire fails to pay for its share of the
remuneration of the Independent Consultant, in accordance
with Section 11 .4.b.
1 7.2.d (20) If the Concessionaire fails to update the Asset Register in

accordance with Section 1 2.4.d.
17.24 (21) If the Concessionaire fails to submit a report listing all

entities which own, either directly or indirectly through an
Affiliate, five percent (5%) or more of the issued common
shares of stock of the Concessionaire on or before the date of
each anniversary of the Signing Date during the term of the
Concession Agreement in accordance with Section 22.6.
I 7.2.e Due Process in Case of Concessionaire Default
17.2.e (1) Upon the occurrence of any Concessionaire Default, the

DPWH shall serve a written Notice of Violation to the
- Concessionaire, stating the nature of the Concessionaire
Default, and shall require the Concessionaire to remedy the
Concessionaire Default within a curing period of one hundred
twenty (120) days from its receipt of such Notice of Violation.
The DPWH shall firnish copies of such Notice of Violation to
the Concessionaire's Lenders simultaneously if expressly
requested to by the Concessionaire, and if the Concessionaire
has previously provided the DPWH with the contact
information of its Lenders. To expedite the curing process, the
DPWH and the Concessionaire shall promptly meet, on or
before the date that is seven (7) days after receipt of the Notice
of Violation, to negotiate in good faith for the purpose of
reaching an agreement as to the means, period, and other terms
- and conditions for the curing of the Concessionaire Default. If
the Concessionaire fails to remedy the default within the curing
period. the DPWH may issue a Notice of Termination, without
prejudice to all other rights or remedies. Upon issuance of a
Notice of Termination, the DPWH has the right to forfeit either
or both of the Construction Performance Security and O&M
Performance Security which may be outstanding at that time.
1 7.2.e (2) From the date the Concessionaire receives a copy of the Notice
of Termination, the Lenders shall have a period of ninety (90)
65
4bi
days to appoint a Substitute Concessionaire and provide the
t DPWH with evidence that the Substitute Concessionaire fulfills
p the following requirements:
1. 17.2.e (2) (a) If the Termination occurs prior to the issuance of the
Certificate of Final Completion, the Substitute
Concessionaire shall have to fulfill the requirements in Part
Iof Annex L.
17.2.e (2) (b) If the Termination occurs after the issuance of the
Certificate of Final Completion, the Substitute
Concessionaire shall have to fulfill the requirements in Part
I- II of Annex L. It shall also be required to have, at the time
of the substitution, a Facility Operator who meets the
requirements set out in Section 12.21
17.2.e (3) Provided the Substitute Concessionaire meets these

L requirements, the DPWH shall not unreasonably withhold
approval of the Substitute Concessionaire. If a Substitute
Concessionaire that meets these requirements is not appointed
I-.. by the Lenders within the prescribed period of ninety (90) days
from the issuance of the Notice of Termination, and this ninety
(90) day period is not extended by the DPWH at its sole
discretion, this Concession Agreement shall automatically be
deemed terminated-
17.2.e (4) After the issuance of a Notice of Termination, the DPWH may
take over full control and possession of the Daang Hari-SLEX
Link Road or require the Concessionaire to continue to perform
its obligations under this Concession Agreement for a
reasonable fee until a turnover to the Substitute Concessionaire
or another party can be effected.
17.2.e (5) The substitution shall be effective upon concurrence by the

DPWII that the Substitute Concessionaire meets the
requirements specified in Section 17.2.e (2). The DPWH and
Concessionaire shall, during the turnover of the Daang Hati-
SLEX Link Road, extend all reasonable assistance to the
L Substitute Concessionaire to enable it to perform its rights and
obligations under the Concession Agreement. If necessary, the
DPWH shall be obliged to seek the issuance of the Toll
Operation Certificate for the Substitute Concessionaire or, as
applicable, its Facility Operator from the TRB. The DPWH
shall give its concurrence or rejection on or before the date that
is twenty (20) days after written notice of the proposed
appointment of the Substitute Concessionaire by the Lenders.
Upon such concurrence by the DPWH, this Concession
Agreement shall be novated from the Concessionaire to the
L Substitute Concessionaire and the latter shall be entitled to
exercise the tights, privileges, and shall bear Arligations of
66
the Concessionaire under this Concession Agreement. Should
p the DPWH not give its concurrence on or before the date that is
twenty (20) days after the notice of the proposed appointment,
provided that ninety (90) days have not yet transpired since the
Concessionaire's receipt of the Notice of Termination, the
Lenders may appoint another Substitute Concessionaire, and
the process outlined in this Section Will be repeated.
17.2.e (6) If the Concessionaire Default is pursuant to Section 17.2.d (1 1).

the DPWH may serve a Notice of Violation and, consequently,
a Notice of Termination to the Concessionaire, stating the date
on which the Termination shall become effective. In this case,
the Lenders may exercise their step-in right by nominating a
Substitute Concessionaire within ninety (90) days from the
p receipt by the Concessionaire of the Notice of Termination.
17.2.e (7) After the issuance of a Notice of Termination, if requested by

the DPWH, the Concessionaire shall:
17.2.e (7) (a) withdraw from the Project.
17.2.e (7) (b) assign to the DPWH (without recourse to Concessionaire)

such of Concessionaire's contracts or subcontracts as the
DPWH may request.
17.2.e (7) (c) deliver and make available to the DPWH all proprietary
information, patents, licenses and other intellectual property
L rights of Concessionaire related to the Project reasonably
necessary to permit the DPWH to complete or cause the
completion of the Construction or to take over the
Operation and Maintenance of the Daang Hari-SLEX Link
Road;
L
1.7.2.e (7) (d) authorize the DPWH to use such information in completing
or for the Operation and Maintenance of the Daang Hari-
L SLEX Link Road;
17.2.e (7) (e) remove such materials, equipment, tools and instruments,
debris or waste materials used or generated by the
Concessionaire in the performance of the Project as the
DPWH may direct; and
17.2.e (7) (f) give the DPWH any or all designs, drawings and site
L facilities of the Concessionaire related to the Project
necessary for completion of the Construction or the
Operation and Maintenance.
17.2.e (8) After the issuance of a Notice of Termination, the DPWH.

rn without incurring any liability to the Concessionaire, shall have
the right (either with or without the use of the Con ssionaire's
1
67 /
materials, equipment, tools, and instruments) to have the
Construction of the Project finished whether by enforcing any
security given by or for the benefit of the Concessionaire for its
performance under this Concession Agreement or otherwise, in
which case the DPWH shall have the right to take possession of
and use all equipment materials, tools, and instruments of the
Concessionaire necessary for completion of the Construction of
the Project, and the Concessionaire shall have no right to
remove such items from the Project until such completion.
17.2.e (9) The DPWH may, but is not obligated to, make such payments
or perform such obligations as are required to cure a
Concessionaire Default and charge the cost of such payment or
performance to the Concessionaire.
17.2.e (10)The DPWH may seek damages, including proceeding against

any bond, guaranty, letter of credit or other security given by or
for the benefit of the Concessionaire for its obligations under
I 7.3 DPWH Default
r 1 7.3 .a The following events shall constitute DPWH Default, unless remedied in
accordance with Section 17.3.b (1):
17.3.a (1) If the Concessionaire has fulfilled its obligation to deliver the
Certified DED for Segment TI in accordance with Section 9.2.d
but the DPWH falls to deliver the Basic Right of Way on or
before the date that is two (2) months after the date on 'Which
the Concessionaire submitted the DED for Segment II to the
DPWH, in accordance with Section 8.1.b. and the
Concessionaire does not elect to treat such event as an Incident,
in accordance with Sections 8.1.3 and 10.7.
17.3 .a (2) If, after the Concessionaire submits all the requirements for the
issuance of the Toll Operation Certificate to the Toll
Regulatory Board as specified in Annex J-1, the Toll
Regulatory Board fails to issue the Toll Operation Certificate
on or before the date that is thirty (30) days after the
submission of complete requirements for its issuance, in
accordance with Section 12.3.b.
17.3 .a (3) If the DPWH fails to compensate the Concessionaire for

Foregone Toll Income, with Delay Interest, and the DPWI-1 and
the Concessionaire fail to agree on an extension to the
Concession Period on or before the date that is two (2) years
after the date the Concessionaire is disallowed from charging
and collecting authorized Toll Rates from users of the Daang
Hari-SLEX Link Road, in accordance with Section 13.3.
I i
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17.3.a (4) Other than in respect of the instances in Sections 17.3.a (I) to
17.1a (3), if the DPWH materially breaches any of its
representations or warranties, or fails to fulfill any obligations
under this Concession Agreement, and such breach or failure
has a material adverse effect on the Concessionaire's ability to
can' out the Project
17.3.a (5) Taking or seizure of control or ownership of the

Concessionaire, and/or of the majority of its shares, which may
be issued and outstanding at any time and from time to time, or
a taking or expropriation of any of the Concessionaire's assets,
as by nationalization, expropriation and/or other legal process.
except as provided for in Section 15.1.d.
17.3.b Due Process in Case of DPWH Default
17.3.b (1) Upon the occurrence of any of the events of DPWFI Default,
the Concessionaire may serve a written Notice of Violation to
the DPWH stating therein the nature of the DPWH Default,
and shall request that the default be cured by the DPWH within
at least one hundred twenty (120) days from its receipt of the
Notice of Violation.
17.3.b (2) To expedite the curing process, the DPWH and the
Concessionaire shall promptly meet, on or before the date that
is seven (7) days after receipt of the Notice of Violation, to
negotiate in good faith for the purpose of reaching an
P agreement as to the means, period, and other terms and
conditions for the curing of the DPWH Default.
17.3.b (3) If the DPWH fails to cure a DPWH Default within one hundred
twenty (120) days, the Concessionaire may serve a written
Notice of Termination to the DPW}T terminating this
17.4 Consequences of Termination
17.4.a Force Majeure
If either Party terminates this Concession Agreement due to a failure to

agree, within a period of six (6) months commencing on the start of
negotiations between the Parties, on how to compensate the
Concessionaire for FM Shortfall Amounts, in accordance with Section
15.3.d, or due to an extended Force Majeure Event, as contemplated in
Section 15.3.e, the Concessionaire shall have the right to a DPWH
Termination Payment, as follows:
17.4.a (1) If termination occurs prior to issuance of the Certificate of

Final Completion and the Concessionaire restores the Daang
Hari-SLEX Link Road to its condition prior to the occurrence
69
of the Force Majeure Event, the DPWH Termination Payment
shall be computed in accordance with Annex M. Section B. La-
17.4.a (2) if termination occurs prior to issuance of the Certificate of

Final Completion and the Concessionaire does not restore the
Daang Hari-SLEX Link Road to its condition prior to the
occurrence of the Force Majeure Event, the DPWH
Termination Payment shall be computed in accordance with
Annex M, Section B. 1.b.
17.4.a (3) If termination occurs after issuance of the Certificate of Final

Completion and the Concessionaire restores the Daang Han-
SLEX Link Road to its condition prior to the occurrence of the
Force Majeure Event, the DPWH Termination Payment shall
be computed in accordance with Annex M, Section B.2.a.
17.4.a (4) if termination occurs after issuance of the Certificate of Final

Completion and the Concessionaire does not restore the Daang
Hari-SLEX Link Road to its condition prior to the occurrence
of the Force Majeure Event, the DPWH Termination Payment
shall be computed in accordance with Annex M, Section B.2.b.
17.4.b Concessionaire Default
17.4.b (1) If the DPWH terminates the Concession Agreement due to a

Concessionaire Default prior to the issuance of the Certificate
of Final Completion, and the Lenders do not appoint a
Substitute Concessionaire which meets the requirements in
Section 17.2.e (2) within the ninety (90) day period indicated in
Section 17.2.e (3), as may be extended by the DPWH, the
DPWH shall have the option to purchase (and upon exercise of
such option by written notice, the Concessionaire shall be
obliged promptly to deliver to the DPWH) the Works in
Progress upon payment of the Construction Works Purchase
Payment in consideration of the Works in Progress, which shall
be computed in accordance with Annex M, Section C.
17.4.b (2) If the DPWI-I terminates this Concession Agreement due to a

Concessionaire Default after the issuance of the Certificate of
Final Completion, and the Lenders do not appoint a Substitute
Concessionaire which meets the requirements in Section 17.2.e
(2) within the ninety (90) day period indicated in Section 17-2.e
(3). as may be extended by the DPWH, the DPWH shall have
the right to take over physical possession of the Daang Han-
SLEX Link Road immediately. The DPWH shall compensate
the Concessionaire through the payment of the Construction
Works Purchase Payment, which will be calculated in
accordance with Annex M, Section C.2.
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17.4.c DPWH Default
IL
Ifthe Concessionaire terminates this Concession Agreement due to a
DPWH Default, the Concessionaire shall have the right to a DPWH
IL Termination Payment, as follows:
i 17.4.c (1) LI termination occurs prior to the issuance of the Certificate of

Final Completion, the DPWH Termination Payment shall be
computed in accordance with Annex M, Section A. 1.
I-
1 7.4.c (2) If termination occurs after issuance of the Certificate of Final
Completion, the DPWH Termination Payment shall be
IL computed in accordance with Annex M, Section A2.
17.4.d Termination Payment
17.4.d (1) Any DPWH Termination Payment or Construction Works

Purchase Payment shall be in Philippine Pesos, which may be
paid outright in cash deposited with the bank account
designated by the Concessionaire or by the issuance of a
promissory note from the Republic of the Philippines through
the Department of Finance. If the DPWH opts to settle the
p DPWH Termination Payment or Construction Works Purchase
Payment by promissory note, the DPWH shall cause the
issuance by the Republic of the Philippines through the
Secretary of Finance of two (2) promissory notes payable by
the Republic of the Philippines to the Concessionaire, reflecting
L two equal amortizations of the total amount owed to
Concessionaire, including interest that shall accrue from
Termination Date on the outstanding amounts, which shall be
based on the two year PDST-F rate and due and payable at the
end of the first and second years, respectively, of their date of
issuance.
17.4.d (2) The payment either in cash or the issuance of the promissory
notes shall be made not later than one hundred and eighty (180)
days after the Termination Date (the "Payment Date"), unless
the Parties agree to another period. Unpaid amounts shall
accrue interest at the 6-month PDSTF from the Payment Date.
17.4.d (3) Upon receipt of the Notice of Termination, the Parties shall
meet within two (2) business days and continue to meet daily to
determine the amount of the DPWH Termination Payment or
Construction Works Purchase Payment, as applicable. If the
Parties cannot agree on the amount of the Termination Payment
or Construction Works Purchase Payment, as applicable, on or
before the date that is thirty (30) days after the time of the
receipt by one party of a Notice of Termination from the other,
the matter may be referred by any party to an Independent
Expert appointed in accordance with Section 21.4.
71
17.4.d (4) The DPWH Termination Payment or Construction Works
Purchase Payment, as applicable, shall be computed based on
values as of Termination Date, provided that for avoidance of
doubt, in respect of the DPWH Termination Payment, any
cashflows earned by the Concessionaire during the intervening
period from Termination Date until the actual turnover of the
cashflows for tolls imposed and collected to the DPWH, shall
be set off against the DPWH Termination Payment.
I 7.4.d (5) The DPWH Termination Payment whether made in cash or

promissory note, shall be considered as full payment of all the
obligations of the DPWH. Its payment, whether in cash or
promissory note, shall extinguish any and all rights and
obligations of the Parties, their successors-in-interests and
assigns under this Concession Agreement. All other claims that
were not demanded or referred to arbitration prior to the
Payment Date shall also be deemed waived or settled by the
DPVTH Termination Payment. For the avoidance of doubt,
upon payment of the DPWH Termination Payment, whether in
cash or promissory note, the DPWH shall have the right to take
immediate ownership and possession of the Daang Hari-SLEX
Link Road.
I I 7.4.d (6) If the DPWH Termination Payment or Construction Works

Purchase Payment, as applicable, is made by promissory note,
the obligations of the DPWH after its issuance shall be limited
to discharging its obligation to pay under that promissory note
in accordance with its terms.
r
17.4.d (7) If the DPWH has no further right to Liquidated Damages
and/or O&M Liquidated Damages (as applicable) as of the
Termination Date, then the DPWH shall return the
Construction Performance Security and! the O&M Performance
Security (as applicable), net of any amounts drawn, on the
Payment Date.
17.4.e Ownership of Works in Progress
If the termination of this Concession Agreement, as a result of Force

Maj cure or default on the part of either Party, occurs prior to the issuance
I of the Toll Operation Certificate or during the Construction Period, the
ownership of all the Works in Progress existing as of the date of issuance
of the Notice of Termination provided in Sections 15.3.e, 17.2.e (1). or
17.3.b (3) shall vest in the DPWH upon payment of the DPWH
I Termination Payment or Construction Works Purchase Payment.
17.5 Survival of Obligations after Termination
72
The respective obligations of the DPWH and the Concessionaire with respect to
the termination of this Concession Agreement as set forth in this Section 17 shall
survive the termination hereof.
Section 18 CORRUPT, FRAUDULENT, AND COERCIVE PRACTICES
18.1 The Concessionaire and its respective officers, employees, agents and advisers
shall observe the highest standard of ethics at all times.
18.2 Notwithstanding anything to the contrary contained in this Concession

Agreement, the DPWH may terminate this Concession Agreement, as the case
may be, without being liable in any manner whatsoever to the Concessionaire if it
determines that the Concessionaire, or any of its shareholders, or any of the
Construction Contractors or O&M Contractors listed in Annex E, or any affiliate,
agent, supplier, or vendor of any of these, has at any time violated any of the rules
governing the Bidding Process for the Daang Hari-SLEX Link Road Project, as
contained in the Instructions to Prospective Bidders and Instructions to Bidders
for the Project, or engaged in any Corrupt, Fraudulent, or Coercive Practices
during the Concession Period. In such an event, the DPWH shall forfeit and
appropriate the Construction Performance Security and/or O&M Performance
Security, as the case may be, as mutually agreed genuine pre-estimated
compensation and damages payable to the DPWH towards, inter alia, time, cost
and effort of the DPWH, without prejudice to any other right or remedy that may
be available to the DPWH hereunder or otherwise.
18.3 The Concessionaire and any of its contractors or any Subcontractors shall be
prohibited from engaging any legal, financial or technical advisors of the DPWH
in relation to the Project or who was an employee of the DPWH, save where such
engagement or employment has ended or been terminated for a period of not less
than one (1) year. This prohibition does not apply to the institutions engaged by
the DPWII as legal, financial or technical advisers, but does apply to the specific
persons handling the transactions in these instances.
18.4 Without prejudice to the rights and remedies which the DPWH may have under
this Concession Agreement, if the Concessionaire is found by the DPWH to have
directly or indirectly or through an agent, engaged or indulged in any Corrupt,
Fraudulent, or Coercive, Practices during the Concession Period, the
Concessionaire shall not be eligible to participate in any bidding of the DPWH
from the date the Concessionaire is found to have directly engaged or indulged in
any such practices.
18.5 The DPWH shall seek to impose the maximum penalties for civil and criminal
liability available under the applicable law on individuals and organizations
deemed to be involved in Corrupt, Fraudulent, or Coercive Practices.
Section 19 TURNOVER
19.1 Mechanics of Turnover
DL
r- 7.,
19.1.a At the end of the Concession ?enod, me oncess1oiiaire suau w.ta uv..i LV
the DPWH the Daang Hari-SLEX Link Road in the condition required for
turnover as described in Section 50 of the Minimum Performance
Standards and Specifications.
19.1 .b No later than the date that is two (2) years prior to the end of the
Concession Period, the DPWH and the Concessionaire shall conduct a
joint inspection and survey of the condition of the Daang Hari-SLEX Link
Road. The Parties shall agree on the following:
19.l.b (1) Assets to be turned over, which, at a minimum, shall include

the Daang Hari-SLEX Link Road itself and all the assets in the
most updated Asset Register.
19.1 .b (2) The maintenance and repair work required to achieve

compliance with the requirements of the Minimum
Performance Standards and Specifications for the condition of
- the Daang Hari-SLEX Link Road at turnover, and the schedule
for its completion prior to the end of the Concession Period (the
"Renewal Program"). The Concessionaire shall prepare the
Renewal Program and shall submit it to the DPWH for its
approval. If the DPWH has any comments on the Renewal
Program, the Concessionaire shall submit a revised Renewal
Program to the DPWH which addresses such comments.
19.1 .b (3) The Operation and Maintenance facilities, equipment, spare

parts lists and manuals and all instruction books necessary to
operate and maintain the Project safely, computer programs,
data and files to be turned over to the DPWH.
19.1.b (4) Training of the personnel of the DPWH for the latter's eventual
take-over of the Project
19.1 .b (5) Requirement that all equipment and facilities turned over
pursuant to this Concession Agreement shall meet the standards
provided in this Concession Agreement including the O&M
Manuals and/or manufacturer's manual as of the time of the
turnover.
19.1.c Upon receipt of the DPWH's approval under Section 19.1.b(2), the
Concessionaire shall implement the Renewal Program. The Concessionaire
shall provide the DPWH with a monthly report on progress of the
maintenance and repair work against the Renewal Program. Where
progress in any month is behind the schedule specified in the Renewal
Program, the next monthly report shall also include the Concessionaire's
proposals for recovering such schedule.
19.1 .d No later than three (3) months nor earlier than six (6) months prior to the
end of the Concession Period, the Parties shall conduct a final joint
inspection and survey of the Daang Hari-SLEX Link oad to confirm that
/ 1
74 /
P.-
its condition complies with Minimum Performance Standards and
Specifications. or to confirm the extent to which it does not so comply.
Any non-compliance with the Minimum Performance Standards and
Specifications shall be cured by the Concessionaire at its own cost and
expense.
19. i.e Upon the end of the Concession Period or upon Termination Date in the
event of early termination, the Concessionaire if requested by the DPWH
shall withdraw from the Project site, assign to the DPWH (without
recourse to Concessionaire) such Concessionaire's subcontracts as the
DPWH may request, and deliver and make available to the DPWH all
proprietary infonnation, patents, and licenses of Concessionaire related to
the Project reasonably necessary to permit the DPWH to complete or cause
the completion of the Project. In connection therewith, Concessionaire
authorizes the DPWH to use such information in completing the Project, to
p remove such materials, equipment, tools and instruments used by the
Concessionaire or any debris or waste materials generated by
Concessionaire in the performance of the Project as the DPWH may direct
and to take possession of any or all designs, drawings and site facilities of
Concessionaire related to the Project or necessary for completion of the
Project.
L 19.11 The Concessionaire shall assign to the DPW}{. and the latter shall be
subrogated to, any and all rights and benefits which it is able to subrogate
or assign, including any unexpired warranties in respect of the Project, its
F equipment and systems.
19.2 Cost of Turnover
19.2.a The Concessionaire shall bear all costs incurred in the turnover under
Section 19.1 and shall, at its own expense, obtain and effect all applicable
Government Authority approvals and take such action as may be necessary
for the transfer pursuant to this Section 19. These costs and expenses shall
include the following:
19.2.a (1) Legal fees
19.2.a (2) All national and local taxes. if any

I-
I 9.2.a (3) Fees charged by any Government Authority
19.3 Liability for Defects after Turnover

I— The Concessionaire shall be liable for all defects and deficiencies in the Daang
Hari-SLEX Link Road for a period of one year after the end of the Concession
Period, and it shall have the obligation to repair or rectify, at its own cost, all
defects and deficiencies observed by the DPWI-I during this period such that the
Daang Hari-SLEX Link Road conforms with the Minimum Performance
Standards and Specifications. In the event the Concessionaire fails to repair or
rectify such defect or deficiency on or before the date that is fifteen (15) days
75
((jv
after the date the DPWH provides written notification of the defect or deficiency.
L the DPWH shall be entitled to have the same repaired or rectified at the
I Concessionaire's risk and cost. All costs incurred by the DPW}{ in this respect
shall be reimbursed by the Concessionaire to the DPWH on or before the date that
is fifteen (15) days after receipt of demand thereof.
19.4 Defects Performance Security
19.4.a As security for the performance of the Concessionaire's obligations under

Section 19.3 above, the Concessionaire shall, no later than one (1) year
prior to the end of the Concession Period, deliver to the DPWH the
Defects Performance Security, and the DPWH shall be entitled to call
upon the same immediately upon the Concessionaire's failure to comply
with its obligations under Section 19.3 above. The Defects Performance
L Security shall be in the form of an irrevocable standby letter of credit
I which must:
19.4.a (1) be issued by a universal or commercial bank licensed by the
Bangko Sentral ng Piipinas;
19.4.a (2) be for an amount equal to the higher of the costs for
maintenance and repair work needed for the Renewal Program
pursuant to Section 19.1 .b (2) above and five percent (5%) of
the gross toll revenues of the previous calendar year;
F 19.4.a (3) be valid for a period of one (1) year after the date which is the
end of the Concession Period;
I 9.4.a (4) be in favour of the DPWH;
I 9.42 (5) constitute an on demand, unconditional commitment to pay by

the bank by which it is issued; and
19.4.a (6) be in the form approved by the DPWH.
19.4.b If the Defects Performance Security, is insufficient to cover the cost of

bringing the Daang Hari-SLEX Link Road to the conditions required in the
Minimum Performance Standards and Specifications upon its turnover, the
DPWH shall have a residual claim on the Concessionaire for any such
amounts in excess of any amounts drawn from the Defects Performance
IL Security.
Section 20 REPRESENTATIONS, WARRANTIES, ANDUNDERTAKINGS

1-
20.1 DPWH's Representations and Warranties

I..-
The DPWH hereby represents and warrants the following:
20.1 a The DPWH is duly organized and validly existing as a Government

I Authority and has all the requisite legal power, authority and right to
execute and deliver this Concession Agreement and to perform its
- obligations under this Concession Agreement.
20.1 .b The DPW}T has taken all appropriate legal and/or other actions required
and/or appropriate to authorize the execution, delivery, and performance of
this Concession Agreement and all other agreements, instruments, or
documents contemplated thereunder.
20.1.c This Concession Agreement constitutes the legal, valid, direct and binding
- obligations of the DPWH, enforceable against the DPWH in accordance
with the terms of the Concession Agreement This Concession Agreement
is in satisfactory and proper legal form under the laws of the Republic of
- the Philippines.
20.1 .d The DPWH is subject to civil and commercial laws with respect to its
obligations under this Concession Agreement or any other document
contemplated thereunder. The DPWH does not enjoy any rights of
immunity from suit, judgment or execution or from any other legal process
in respect of its obligations under this Concession Agreement or any other
document contemplated thereunder.
20.2 Concessionaire's Representations, Warranties, Undertakings, Acknowledgements

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

undertakes, acknowledges and agrees to, the following:
20.2.a The Concessionaire is duly organized and existing and in good standing
under the laws of the Republic of the Philippines and has the requisite
legal power, authority and right to carry out the business which it now
conducts or proposes to conduct.
20.2.b The Concessionaire has full legal power, authority and right to execute and
deliver this Concession Agreement and to perform its obligations
thereunder, and has taken all necessary corporate legal action and
approvals to authorize the execution, delivery, and performance of this
20.2.c This Concession Agreement constitutes the legal, valid, direct and binding
obligations of the Concessionaire, enforceable against the Concessionaire
- in accordance with the terms of this Concession Agreement. This
Concession Agreement is in satisfactory and proper legal form under the
laws of the Republic of the Philippines.
20.2.d The Concessionaire's signatory to this Concession Agreement is of age.

- has full legal capacity and has been duly authorized by the Board of
Directors of the Concessionaire to sign, execute and deliver this
Concession Agreement for and on behalf of the Concessionaire.
77
20.2.e It has the required authority, ability, skills and capacity to perform and
shall perform its obligations under this Concession Agreement in a manner
consistent with Prudent Industry Practice utilizing sound engineering
principles, project management procedures and supervisory procedures.
20.2.f It is satisfied with and accepts all conditions relating to access to the
Project site, the availability of equipment, the availability of electricity and
ter, and similar matters that may impact upon the performance by
Concessionaire of its obligations under this Concession Agreement.
I-
20.2.g It has informed or will inform itself of the requirements of and due process
for the issuance of any Consents, and has obtained or will obtain all
Consents or required exemptions, on or before the date they are required to
enable the Concessionaire to perform its obligations under this Concession
Agreement in a timely manner.
20.21 There are no actions, suits, proceedings or investigation, pending or to

Concessionaire's knowledge threatened against it before any court,
executive, legislative or administrative body that could result in any
materially adverse effect on the business, properties, or assets or the
condition, financial or otherwise, of the Concessionaire or in any
impairment of its ability to perform its obligations under this Concession
Agreement.
20.2.i It owns or has the right to use all intellectual property rights or any other
rights or intangible properties necessary to perform its obligations under
20.2.3 The Project can and shall be constructed in conformity with existing laws
and permits.
20.21 Neither it, nor any, of its shareholders, nor any Construction Contractor or
O&M Contractor listed in Annex F, nor any affiliate, agent, supplier, or
vendor of any of these, has at any time violated any of the rules governing
the Bidding Process for the Daang Hari.-SLEX Link Road Project, as
contained in the Instructions to Prospective Bidders and Instructions to
Bidders for the Project.
20.2.1 It will instruct its employees, Construction Contractor, agents, suppliers,

vendors, not to engage in any Corrupt, Fraudulent, or Coercive Practice,
and to fully comply with all terms of this Concession Agreement, and shall
immediately notify the DPWH of any violation of this undertaking and
shall indemnify and hold the DPWH harmless for all losses, expenses.
damages and liabilities arising out of such violation.
20.2.m It recognizes, understands, and acknowledges that the DPWH is providing

no representation or warranty regarding and specifically disclaims any
responsibility for the usefulness, accuracy, completeness, validity or
propriety of any or all reports, data, inferences, conclusions and other
information provided by or to be provided by the DPWH. The
78
b
l,
i t i uut ICIYLUg on me
DPWH for any information, data, inferences, conclusions, or other

' information with respect to the required works for the Project, and has
conducted its own independent assessment of the Project prior to entering
into this Concession Agreement, including the conduct of all necessary
investigations and technical, financial, and legal due diligence.
20.2.n It is familiar with the physical requirements of the Project and has
inspected and examined the Project site and surrounding locations and the
condition of the Advance Works to the extent it deems necessary in
accordance with Prudent Industry Practice for performing its obligations
under this Concession Agreement. Without prejudice to the enforcement of
the DPWH's warranties, the Concessionaire further acknowledges and
agrees that it is satisfied with and accepts all conditions that exist at the
Project site and surrounding areas, including the condition of the Advance
Works, or that may exist in or at the Project site or surrounding areas, or
the Advance Works, for the purposes of fulfilling its obligations with
respect to the Project, in any case whether seen or unseen, discovered or
undiscovered, unknown or unusual, including climatic, hydrological,
geologic, seismic and other conditions at the Project site natural or
otherwise, the form and nature of the Project site and the soil and subsoil,
rock and subsurface conditions, and the nature of the material natural or
otherwise to be excavated. No information that the DPWH has provided
or will in the future provide will change this representation.
Section 21 DISPUTE RESOLUTION
21.1 The Parties shall meet regularly during the term of this Concession Agreement to
discuss the progress of the Design, Construction, and Operation and Maintenance
of the Project, to ensure that they are proceeding satisfactorily.
21.2 Any disagreement or dispute among the DPWH. Concessionaire and/or the
Independent Consultant in respect of the DED for Segment II, Construction,
Operation and Maintenance, or any provision of this Concession Agreement (the
"Dispute") shall be settled by the Parties within thirty (30) days through amicable
means, including referral to the DPWN Secretary for immediate resolution. If the
Dispute cannot be settled through amicable means within the prescribed period,
either Party shall be referred to the Project Dispute Resolution Board in
21.3 Project Dispute Resolution Board
21.3.a Disputes which remain unresolved through amicable means shall

immediately be referred by way of written notice to the Project Dispute
Resolution Board for resolution or amicable settlement. The Project
Dispute Resolution Board shall seek to resolve such Dispute or reach an
- amicable settlement not later than thirty (30) days from date of the written
notice.
79
21.3.b The Project Dispute Resolution Board shall be composed of (a) a
- representative to be chosen by the DPWH, (b) a representative to be
chosen by the Concessionaire, and (c) a representative to be appointed by
the two representatives chosen by the DPWH and the Concessionaire.
- Both Parties shall agree on the selection, term of office and fees of the
Project Dispute Resolution Board on or before the date that is thirty (30)
days after the Signing Date.
21-1c, Construction works based on the Project DED and Minimum Performance
- Standards and Specifications shall continue, where such works shall not be
affected by the outcome of any pending disagreement or dispute.
- 21.4 Referral to Independent Experts
- In the case of a Dispute on a DPWH Termination Payment or Construction Works

Purchase Payment under Section 17.4.d that cannot be resolved amicably between
the Parties in accordance with Sections 21.2 and 21.3, either Party may. by notice
in writing to the other Party, refer the Dispute to an Independent Expert for its
decision. Such decision shall be final and binding on the Parties. The Independent
Expert shall be internationally recognized for its expertise and experience in
resolving disputes involving issues which may arise under Section 17.44. The
Independent Expert will be procured by the DPWH in accordance with the Rules
- for Expertise of the International Chamber of Commerce for the time being in
force. The fees and expenses of the Independent Expert shall be borne equally by
both Parties. The Disputes to which this Section 21.4 apply shall not be referred to
arbitration under Section 21.5 below unless by mutual agreement of the Parties or
if the Dispute relates exclusively to the selection and appointment of the
Independent Expert under this Section 21.4.
21.5 Arbitration
21.5.a Any Dispute that is not resolved amicably by the Parties on or before the
date that is thirty (30) days after the date of the notice of such Dispute or
disagreement under Sections 21.2 to 21.4 shall be finally settled by
arbitration as provided under this Section 21.5.
21.5.b In case of a Construction Dispute. the Dispute shall be referred to and

finally settled through arbitration by the CIAC under the Rules of
Procedure Governing Construction Arbitration promulgated by the CIAC,
pursuant to Executive Order No. 1008 (Construction Industry Arbitration
Law), as amended by Republic Act No. 9285 (Alternative Disputes
Resolution Act of 2004). The legal seat of the arbitration shall be the
Republic of the Philippines and the venue of the arbitration shall be in
Metropolitan Manila.
21 .5.c All other Disputes that are not Construction Disputes as dealt with under
Section 21.5.b shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce (the "ICC Rules") in effect at the
time the request for arbitration is submitted in accordance with the ICC
Rules, by such number of arbitrators as the parties may agree or, in the
80
absence of such agreement, by a panel of three (3) arbitrators 7z appointed in
accordance with the ICC Rules. The legal seat and venue of the arbitration
shall be Singapore. The English language shall be used in the arbitral
proceedings, and all documents, exhibits and other evidence shall be in the
English language. Any award made under this Section 21.5.c shall be
deemed to be a Singapore award made in relation to a dispute arising out
of a commercial relationship for the purposes of the New York Convention
on the Recognition and Enforcement of Foreign Arbitral Awards of 1958.
21 .5.d The laws of the Republic of the Philippines shall be the governing law of
this entire Concession Agreement.
Section 22 OWNERShIP OF THE CONCESSIONAIRE
22.1 As a general rule, no change in the ownership of any part of the common or voting
shares of stock in the Concessionaire which are issued and outstanding shall be
made without the prior approval of the DPWH.
22.2 The Lead Member and other shareholders of the Concessionaire, and their
respective shareholdings in the Concessionaire, are shown in Annex N.
22.3 From the Signing Date until the end of the third year of the Operation Period, no
shareholder may sell or assign his/its proportion of the common stock in the
Concessionaire which are issued and outstanding. The Concessionaire may apply
for or cause the increase of its outstanding capital stock during this period;
provided, that (i) the Lead Member shall remain the single largest stockholder
with at least thirty three percent (33%) ownership of voting stocks as well as
thirty-three percent (3 3%) of total outstanding shares and (ii) all shareholders of
the Concessionaire at the time of the Signing Date shall collectively hold at least
seventy-five percent (75%) of the outstanding capital stock of the Concessionaire
during this period. For purposes of complying with the control and ownership
requirement, preferred shares and similar shares other than common shares under
the Corporation Code of the Philippines, shall not be counted as common shares.
unless vested with voting rights.
- 22.4 Beginning the fourth year of the Opration Period and until the end of the seventh
year, a shareholder may sell or assign his/its shares to any third person with the
prior approval of the DPWH; provided, that the Lead Member shall still be the
largest single stockholder, must retain at least twenty-six percent (26%) of total
voting and non-voting shares and all shareholders of the Concessionaire at the
time of the Signing Date shall collectively hold at least fifty-one percent (5 1%) of
the outstanding capital stock of the Concessionaire during this period.
22.5 No restrictions shall be imposed from the eighth year of the Operation period
onwards, provided all assignments, transfers, agreements or encumbrance of
shares of stocks divesting the then controlling stockholders of control, shall be
subject to the approval of the DPWH.
- 22.6 The Concessionaire shall submit a report listing all entities which own, directly or
indirectly, regardless of through how many layers of holding companies, corporate
81
i(3
vehicles, trusts, or other such entities, at least five percent (501*) of the common
- shares of stock of the Concessionaire on or before the date of each anniversary of
the Signing Date during the term of this Concession Agreement.
Section 23 GENERAL CONCESSIONAIRE INDEMNITY
23.1
The Concessionaire will indemnify, defend, save and hold harmless the DPWH
and its officers, servants, agents and any applicable Government Authority (the
"the DP" Indemnified Persons") against any and all writs, proceedings,
actions, demands and third party claims for any loss, damage, cost and expense of
whatever kind and nature arising out of any breach by or on behalf of the
Concessionaire of any of its obligations under this Concessionaire Agreement or
- on account of any defect or deficiency in the provision of services by the
Concessionaire, except to the extent that of such writs, proceedings, actions,
demands and claims have arisen due to any negligent act or omission on the part
of the DPWH Indemnified Persons.
23.2 The DPWH shall indemnify and hold the Concessionaire, its shareholders,
directors, officers and employees, free and harmless from and against any and all
actions, suits, claims, demands or proceedings brought by third parties against the
- DPWH, for any and all costs, losses, damages and expenses as a result of the
performance or non-performance by the DPWH of its obligations under this
Section 24 MISCELLANEOUS PROVISIONS
24.1 Assignment
- 24.l.a Subject to prevailing laws on nationality requirements for public utilities,

government procurement and all other applicable laws. the Concessionaire
- has the right to assign any of its rights, title, interest, or obligations under
this Concession Agreement, in whole or in part, provided that:
24.1.a (1) such assignment will not in any way diminish its principal
liability under this Concession Agreement; and
24.1 .a (2) the Concessionaire secures prior DPWH written approval of the
assignment, which approval shall not be unreasonably
withheld.
24.1 .b The Concessionaire has the right to assign any of its actual or expected
income and revenue under this Concession Agreement, in whole or in part,
without need of approval from the DPWI-I provided that the
Concessionaire shall give a written notice to the DPWH prior to the
assignment.
- 24.2 Modification and Amendment
- 24.2.a At any time during the term of this Concession Agreement, upon request
of the DPWH or the Concessionaire, the DPWTI and the Concessionaire
82
shall consult with each other to determine whether in light of relevant
circumstances, provisions of this Concession Agreement need revision.
Such revision shall ensure that this Concession Agreement operates
equitably and without major detriment to the interest of any of the Parties.
In reaching agreement on any revision in accordance with this Section
242, the Parties shall ensure that no revision to this Concession
Agreement shall prejudice the Concessionaire's financial credibility or its
ability to raise funds by borrowing or other means. Any consultation
among the Parties pursuant to this Section 24.2 shall be carried out in a
spirit of cooperation with due regard to the intent and objectives of this
24.2.b This Concession Agreement shall not be modified, amended or varied in

any manner unless such modification, amendment or variation is in writing
and executed by the Parties.
24.3 Notices
24.3.a Any notice or communication required or permitted in, or otherwise issued

in connection with, this Concession Agreement shall be in writing and
shall be delivered personally, transmitted by facsimile, or scanned and sent
by electronic mail, or sent by registered, postage prepaid mail to the
- following:
The DPWH:
Postal Address: DPWH Compound, 2 Id Floor Bonifacio Drive,
Port Area Manila
Facsimile No.: +63 2 304-3020
E-mail address: singson.rogeliodpwh.gov.ph
Attention: Hon. Rogelio L. Singson
Secretary
The Concessionaire:
Postal Address: 34th Floor, Tower One & Exchange Plaza,
- Ayala Triangle, Ayala Avenue, Makati City
Facsimile No.: +63 2 848 5846
E-mail address: kintanar.nebayala.com.ph
Attention: Noel Eli B. Kintanar
Head, Business Development
Corporate Strategy and Development
24.3.b Any such notice or communication shall be deemed given when so

delivered personally to, or if transmitted by facsimile or sent by electronic
mail or sent by registered mail, upon its receipt, in the respective addresses
- of the Parties.
24.4 Waiver
±
83
24.4.a No waiver of any of the terms or provisions of this Concession Agreement
shall be valid unless made in writing and signed by the Parties.
24.4.b The waiver by any Party of any breach of any provision of this Concession
Agreement shall not be construed as a waiver of a subsequent breach,
whether of the same or different provision, unless such waiver is in writing
and signed by the Party concerned.
24.4.c The failure of delay by any Party to enforce any rights or remedies under
this Concession 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.
24.5 Governing Law
This Concession Agreement and its interpretation or construction shall be

governed by the laws of the Republic of the Philippines.
U
24.6 Severability
I The declaration by competent authority of any provision of this Concession

Agreement as void, invalid or otherwise unenforceable shall not invalidate the
remaining provisions hereof, and the Parties shall promptly amend this
F- Concession 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 Concession
Agreement.
F-
24.7 Entire Agreement
This Concession Agreement comprises the entire agreement of the Parties and
replaces and supersedes all prior negotiations, representation and
agreements (whether oral or in writing).
[Signature page follows.]

fe
84
/ I
IN WITNESS WHEREOF, the Parties have set their hands on the date and at the place first
U stated above.
DEPARTMENT OF PUBLIC WORKS AYALA CORPORATION
r NO
F- ROGflO L. SINGSON JOffY}RIC T. FRANCL4
Secretary Attorney-in-Fact
I-
F-
1 I I i 1ll I1HJOI1W
WI N 2H 00556
AFOR C. ORIS
orney-in-Fact L
F- WITNESSED BY:
Un—dem(77
1•
85
ACKNOWLEDGMENT
Republic of the Philippines)
t 2 #P
BEFORE ME. a Notary Public in and for , Philippines. this
day of March 2012, personally appeared:
Name Competent Evidence of Date & Place Issued

Identity and ID No.
Department of Public
Works and Highways
Represented by
Rogelio L. Singson Passport No. DP0008179 18 July 2011; DFA Manila;

valid until 17 July 2016
who are identified by me through competent evidence of identity to be the same persons who
executed the foregoing Concession Agreement consisting of 87 pages, including this page on
which this Acknowledgment is written but excluding relevant Annexes, signed on each and
every page thereof by the Parties and their instrumental witnesses, and acknowledged to me
that the same as their free and voluntary act and deed and that of the corporation or entity
they respectively represent.
1 2 APR 2
WITNESS MY HAND AND SEAL this - day of March 2012 at ARM
Philippines.
Doc. No. /.
Page No. â - r1Zji
Book No. , Z12
RF NtL1SC4 ULO1- 2-12
Series of 2012.
N
\
86
I
ACKNOWLEDGMENT
Republic of the Philippines)

S.S.
BEFORE ME, a Notary Public in and for . Philippines, this MAR 272012
day of March 2012, personally appeared: CITY
Name Competent Evidence of Date & Place Issued

Identity and ID No.
Ayala Corporation
Represented by
John Eric T. Francia Passport No. EB1828283 31 January 2011; DEA Manila;
valid until 30 January 2016
Ginaflor C. Uris Passport No. XX3099767 26 February 2009; DFA Manila;

valid until 25 February 2014
who are identified by me through competent evidence of identity , to be the same persons who
executed the foregoing Concession Agreement consisting of 87 pages, including this page on
which this Acknowledgment is written but excluding relevant Annexes, signed on each and
every page thereof by the Parties and their instrumental witnesses, and acknowledged to me
that the same as their free and voluntary act and deed and that of the corporation or entity
they respectively represent.
MIR(LI'March
2 2012 at
WITNESS MY HAND AND SEAL this
PhiHrninec
1)o. Nu. 441: 'LfrVrt-4

Pa p e No. 4I JENNIFER IfPAS!C-LOMIBAO
Notary Pbbc - Makati City
Book No.. f,'-,-.
Appi. No, 499 until December 2012
Series of :ui:. .L. Attorney's Roll No, 47208
PTR No. 3178171 1AB; 01-03-2012; Makati
IBP Lifetime Roll No. 01032 ?
.j.,rit to •:. tF.ComplianeNo 0017190; 6-9-201'
Ter One & Exchange Pia
"
NotøcJ T to
Tax Code
ftxed on NDt21v Public's copy.
87
r

Concession Agreement
Daang Hari-SLEX Link Road Project
- Annex C: Minimum Performance Standards

and Specifications
Page 1 of 65
I.
I
TABLE OF CONTENTS
PART I: GUIDING PRINCIPLES...................................................................4

Section 1 - Purpose of Minimum Performance Standards and Specifications (MPSS) .................4
Section 2— MPSS part of TCA ........................................................................................4
PART II:MINIMUM EXPRESSWAY CONFIGURATION .....................................4

Section 3 - Expressway Alignment and Components.. __ . ................... ........ ___ ..... .... ...... 4
Section 4 - Environmental Compliance Certificate ...............................................................6
PARTIII: DESIGN ...................................................................................... 6

Section 5 - Segment I Design ..........................................................................................6
Section 6 - Segment II Design Limitations .........................................................................6
Section 7 - Scope of Design ............................................................................................7
Section 8 - Outputs of Detailed Engineering Design (DED) ....................................................7
Section 9— Segment II Design Criteria and Standards: Expressway Structures ........................10
Section 10 - Segment II Design Criteria and Standards: IoU-way Facilities .............................20
Section 11 - Segment II Design Criteria and Standards: Traffic Safety and Related Devices .......29
PART IV: CONSTRUCTION ....................................................................... 31

Section 12 - Scope of Construction .................................................................................31
Section 13 - Standards and Specifications for Construction .................................................32
Section 14 - Construction Plan. ...................... ................ ... 32
Section 15 - Traffic Management During Construction ........................................................33
Section 16 - Test Requirements .....................................................................................34
Section 17 - Completion of Construction ..........................................................................35
PART V: OPERATIONS AND MAINTENANCE ............................................. 35

Section 18—General Obligations ................................................................................. 35
Section 19 - Operation: Toll Collection System ................................................................ 36
Section 20 - Operation: Traffic Safety and Control System .................................................. 37
Section 21 - Operation: Power and Other Utilities .............................................................. 39
Section 22 - Maintenance: Principles .............................................................................. 39
Section 23 - Maintenance: Expressway Structures ............................................................ 40
Section 24 - Maintenance: Toll Plazas and Buildings .......................................................... 43
Section 25 - Maintenance: Equipment and Utilities ............................................................. 43
Section 26 - Customer Service and Satisfaction ................................................................ 44
Section 27 —Operation and Maintenance Manuals ............................................................. 45
Page 2 of 65
I
I
Section 28 - Key Performance Indicators for Operation and Maintenance With Penalties .46
PART VI: ASSET CONDITION AT END OF CONCESSION TURNOVER ............ 53

Section 29 - Original Design Life Specifications .................................................................53
ANNEX A:DETAILED ENGINEERING DESIGN FOR SEGMENT I APPROVED BY DPWH........ ..54

ANNEX B: AS-BUILT DRAWINGS FOR SEGMENT I ........................................................... 55
ANNEX C: INDICATIVE PLAN AND PROFILE FOR SEGMENT II PREPARED BY DPWH ...........56
ANNEX D: ENVIRONMENTAL COMPLIANCE CERTIFICATE FOR DAANG-HARI SLEX LINK
ROADPROJECT ...........................................................................................................60
ANNEX E: DPWH STANDARD SPECIFICATIONS FOR PUBLIC WORKS AND HIGHWAYS, 2004
EDITION, VOLUME II— HIGHWAYS, BRIDGES AND AIRPORTS OR "BLUE BOOK ................... 61
ANNEX F: SCHEDULE OF MINIMUM TEST REQUIREMENTS FOR CONSTRUCTION ............... 62
LIST OF FIGURES and TABLES
Figure 1. Alignment of Daang Hari-SLEX Link Road Project .................................................6

Figure 2. Scope of Design for Segment II ...........................................................................7
Figure 3. Layout of Typical Toll Plaza .............................................................................22
Table 1. Design Life Standards .....................................................................................11

Table 2. K Values for Sag and Crest Vertical Curves Based on Stopping Sight Distance ............12
Table 3. Deceleration Length, L(m) for Design Speed of Exit Curve, V(kph) .............................12
Table 4. Acceleration Length. L(m) for Design Speed of Exit Curve, V(kph) .............................13
Table 5. Adjustment Factors for Deceleration Lane Length on Grade in Relation to Design Speed 14
Table 6. Adjustment Factors for Acceleration Lane Length on Grade in Relation to Design Speed14
Table 7. Geometric Design Standards (Daang Hari-SLEX Link Road Project).... ........ .............. .15
Table 8. Material Requirements for Concrete .....................................................................18
Table 9. Key Performance Indicators for Operation of Daang Hari SLEX Link Road and Liquidated
Damages for Non-Compliance......- ................. ........ ................ ..... . - .47
Table 10, Key Performance Indicators for Maintenance of Daang Han SLEX Link Road and
Liquidated Damages for Non-Compliance .........................................................................50
Table 11. Residual Life Standards ...................................................................................53
4;' 11 ,
Page 3of65
PART I: GUIDING PRINCIPLES
L..
Section 1 The purpose of the Minimum Performance Standards and
Specifications (MPSS) is to:
(1) establish the minimum requirements that the Concessionaire must comply
with to design, construct, operate and maintain the Daang Han-Southern
- Luzon Expressway (SLEX) Link Road Project, hereinafter referred to as the
Project:
(2) create certainty for both the DPWH and the Concessionaire in the standards
of performance expected of the Concessionaire; and
(3) to implement a system of Key Performance Indicators for the

Concessionaire and a penalty system for non-compliance with those
Indicators.
Section 2 These Minimum Performance Standards and Specifications (MPSS)

form part of the Concession Agreement for the Project, and the
Concessionaire is required to comply with all the MPSS provisions.
PART II: MINIMUM EXPRESSWAY CONFIGURATION
Section 3 EXPRESSWAY ALIGNMENT AND COMPONENTS
(1) The Daang Hari-SLEX Link Road Project commences at the Daang Han-
Daang Reyna junction in Bacoor, Cavite, runs generally eastward, passing
through the National Bilibid Prison (NBP) Reservation, and terminates at the
Susana Heights Interchange of SLEX, as shown in Figure 1. The Project
has two major segments:
(a) Segment I - starts at Km. 0+000 at the Daang Hari-Daang Reyna

junction, with a rotunda (Roads I to 6), and ends at Km. 2+300, for a
length of approximately 2.30 km.
(b) Segment II - starts at the end-point of Segment I, Km. 2+300, and ends
at approximately Km. 4+000 to connect with the SLEX/Susana Heights
interchange, for a length of approximately 1.70 km
(2) The alignment of Segment I is already fixed and shall follow the Detailed
Engineering Design for Segment I as approved by the DPWH shown in
Annex A, with the following modifications:
Page 4 of 65
L
(a) Segment I shalt terminate at Km 2+300.
L
(b) The Concessionaire shall have the flexibility to locate the toll plaza in
either Segment I (adopt the approved DIED of the toll plaza) or Segment
L. It
(c) Asphalt overlay will be allowed to meet the required IRI
6. (3) Segment I shall thus have the following main component structures as
shown in Annex A:
(a) Rotunda (Roads 1 to 6) at the Daang Hari-Daang Reyna junction.
(b) 4-lane divided expressway from the Rotunda to Km 2+300, with a length
of approximately 2.10 km.
(C) Two 2-lane overpass structures crossing the expressway with a length of
- approximately 145 m.
(d) Four local roads parallel to the expressway with an aggregate length of
- approximately 1.65 km.
- (e) 3-meter high chain link fence with a length of 6 km, 4-rn high noise
barrier with a length of 640 m between the ICDC and the Project, and 6-
- mhigh security fence with a length of 600 m between the NBP and the
Project.
- (4) Segment I has been partly constructed by a previous contractor, as shown

in the as-built drawings in Annex B.
Segment II shall be designed and constructed by the Concessionaire in

• accordance with these MPSS. The DPWH has provided the indicative
alignment for Segment U shown in Figure 1 and the indicative plan and
• profile shown in Annex C. However, the concessionaire has the option to
submit an alternative design that will connect Daang Hari Road from the end
point of Segment I. Km 2+300 directly to the South Luzon
Expressway/Susana Heights Interchange complying with the design
standards in Part Ill of these MPSS that is acceptable to the Government
- agencies, Local Government Unit and private sectors.
El Page 5 of 65
Fiaure 1. Alignment of Daang Hari-SLEX Link Road
Section 4 ENVIRONMENTAL COMPLIANCE CERTIFICATE
(1) The requirements of the Environmental Compliance Certificate (ECC) for the
Project, shown in Annex D, shall be complied with in the Design and
Construction of the Project.
PART III: DESIGN
Section 5
Segment I shall follow the existing design in the approved plans and specifications for that
Segment, as approved by the DPWH. shown in Annex A, with the modifications stated in
Section 3. Consequently. this Part Ill shall not apply to Segment I.
rj
Page 6 of 65
U
Section 6
- This MPSS Part Ill shall, therefore, govern the design of Segment II only, particularly the
Detailed Engineering Design, to be undertaken by the Concessionaire.
Section 7 SCOPE OF DESIGN
(1) The Concessionaire shall prepare the DED for Segment Ii based on its
Conceptual Engineering Design (CED) submitted as part of the Technical
- Proposal in its Bid, as accepted by the DPWH, in observance of the Minimum
- Configuration described in Part ii; and in accordance with these MPSS.
• (2) The DED shall be undertaken with a degree of accuracy that will allow
estimates to be made within approximately plus or minus five percent (+1-5%) of
the final quantities. The Concessionaire shall submit it to the Independent
Consultant and the DPWH for approval in accordance with the Concession
Agreement.
(3) Once approved by the independent Consultant (1C), the Concessionaire's DED
• for Segment II shall form part of these MPSS. The IC-approved DED, together
with the MPSS provisions on Construction under Section 4, shall govern the
actual Construction of Segment II by the Concessionaire.
MPSS
CE!) for Segment H 1

Submitted as part of Bid
E cee ted DED for Segment H
PreparedAgreement
under
by DPWH Concession
Figure 2. Scope of Design for Segment!!
Section 8 OUTPUTS OF DETAILED ENGINEERING DESIGN BY THE

CONCESSIONAIRE
(1) The DED for Segment II, which the Concessionaire shall prepare and submit to
the IC for approval in accordance with section 9 of the Concession Agreement,
shall include but not limited to the following outputs:
4
j
Page 7 of 65
r
(a) Detailed design of the expressway and appurtenant structures, including

the following:
(I) Layout plan of the expressway, including major structures, at a scale

of 1:1000.
(ii) Plan and Profile for the expressway in relation to the existing ground
and structures, at a scale of Horizontal-1:1000 and Vertical-1:100.
(iii) Cross-sections of the expressway at a scale of 1:100, at intervals of

- 20 m, and at intermediate breaks involving major changes in
sectional areas.
(iv) Plans, elevations, and typical cross-sections of drainage and other

structures at a scale of 1:1000. 1:100. and 1:100, respectively.
(v) Detailed design drawings of tunnel, superstructure, substructure.

drainage, expansion joints, bearing shoes, and other components, at
a scale of 1:100.
(vi) Detailed design drawings of the connection from Daang Hari to

SLEX/Susana Heights Interchange.
(vii) Detailed design analyses and computations for the expressway and
structures.
(viii) Quantity estimates for the expressway and structures.
(ix) Parcellary Plan of the Right-of-Way needed for Segment If
(b) Detailed design of the toll facilities:
(i) Layout plan, at a scale of 1:1000, showing the location of the toll
facilities, including toll plaza, and traffic safety devices.
(ii) Detailed design of the toll plaza (approved DED of the toll plaza at
Segment I can be adopted):
1. Layout plan indicating the elements of the toil plaza. including

carriageway tapers, platform, lighting, inspection tunnel,
control building and parking areas; longitudinal section on the
corner line of the plaza.
Page BofG5
2. Toll platform indicating the layout of the lane area.
3. Toll islands indicating the toll booths and protection structures.
4. Toll lanes, both entry and exit.
a
5. Canopy showing the minimum clearance, shape, form,
material and signs.
a
6. Toll plaza building, indicating the layout with approximate
areas of each room and elevations of at least two sides.
a
7. Technical gallery for power and data cables.

a
8. Road signs.
9. Overhead sign and lighting.
10. Drainage.
11. Water supply.
12. Fences.
13. Power.
14. Lighting.
(iii) Detailed design of expressway traffic safety devices
1. Pavement markings.
2. Traffic signs, including regulatory signs, warning signs, guide

or informative signs, and signs for road works.
3. Crash cushions.
(c) Supporting data for MPSS Section 9
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(I) Topographic survey plans
(ii) Geotechnical/geological investigation report

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- (iii) Hydrology, hydraulic and drainage design report
(iv) Highway/geometric and pavement design report
• (v) Structural analysis and calculations for viaduct/tunnel, culverts and

- other structures
(vi) Detailed specifications of materials.
(vii) Road safety audit report, prepared in accordance with the DPWH
Road Safety Manual, 2004. This Manual defines road safety audit as
a formal process where an independent and qualified audit team
examines and reports on the traffic accident potential and safety
• performance of, among other things, a future road project through
- design plans.
- (viii) Value engineering report, prepared by a certified value engineer,

following existing DPWH guidelines, which analyzes alternative
schemes of achieving the project objectives to delete/reduce non-
essential features and lessen life-cycle costs of the project, without
sacrificing its structural quality and integrity, while attaining its
essential function, performance and safety.
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(d) Updated/detailed construction schedule, milestones, and S-curve,

• consistent with the above elements of the DED.
(e) Updated/detailed Traffic Management Plan in accordance with MPSS

Section 7.
Section 9 SEGMENT II DESIGN CRITERIA AND STANDARDS: EXPRESSWAY

STRUCTURES
(1) Design Speed

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The Project shall have a maximum design speed of 80 kph, except for the segment
between the toll plaza and the roundabout which shall have a design speed of 60
kph.
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(2) Crossfall of Traveiway

1
Based on the AASHTO's "A Policy on Geometric Design of Highways and

Streets, 2004" a maximum transverse slope or crossfall of 2% shall be applied to
- the expressway.
• Page 10 ofGS
3"
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(3) Maximum Super-elevatiQ!i
Based on the AASHTO'S 'A Policy on Geometric Design of Highways and

Streets, 2004," the expressway shall be designed with a maximum super-
im elevation (e) of 6%.
(4) Vertical Cleara n ce
The vertical clearance for the expressway, including the bridge/viaduct/tunnel

shall be 5.0 M.
(5) Design Life of Pavement and Bridge Structures
The minimum design life of the Project shall be as follows:
Table 1. Design Life Standards

Design Parameter Minimum Value
-
A Viaduct/Bridge/Tunnel Structures 50 years
B Road Pavement:
Cement Concrete Rigid Pavement 20 years
Asphalt Concrete Pavement 10 years
C Wearing Surface/Overlay - 10 years --
a
(6) Geometric Design Requirement
(a) Minimum Widening
Pavement widening shall be applied where required on spiral and simple curves
and placed equally on the inside and outside edges of the pavement. The
widening is transitioned within the length of the super-elevation run-off and
attained linearly. Minimum 0.60 meters and maximum of 1.5 meters depending
on the degree of curvature, design speed, and lane width.
(b) Stopping Site Distances
(I) Stopping sight distances at least equal to those stipulated by the

AASHTO requirements shall be incorporated in the design. The vertical
alignment of the proposed Expressway shall be designed with all
intersections of grade tangents connected by parabolic vertical curves.
Minimum length of vertical curve shall be 60 meters. Design length of
other vertical curves shall be computed based on the formula:
L=K*A
Page 11 of 65
where:
L
L = Length of crest or sag vertical curve
K = Rate of vertical curvature
L
A = Algebraic difference in grade
I.. (ii) The required length of parabolic curves for sag and crest vertical
alignment based on AASHTO's "A Policy on Geometric Design of
Highway and Streets 2004" is presented in Table 2.
Table 2. K Values for Sag and Crest Vertical Curves Based

on Stopping Sight Distance
Design Speed 40 50 60
Stopping Sight Distance (SSD) 35 50 65 85
Passing Sight Distance (PSD) 200_ 270, 345 410
Crest Curve
Crest K — Value (SSb) 2 4 7 11
Crest K — Value (PSD) 46 84 138;" 195
Sag Curve
Sag _K—Value 6 9 131 18
(c) Minimum Shoulder and Median Widths
(I) For at-grade, width shall be 1.00 meter for the inner shoulder and 2.50
meters for the outer shoulder
(ii) For viaduct, width of inner shoulder shall be 0.50 meter and a minimum
width of 2.00 meters for sidewalk.
(iii) For tunnel, width of curb or sidewalk shall be at least 0.50 meter on
both sides. The horizontal clearance between vertical walls should at
least be 9 meters (for two-lane highway traffic).
(d) Minimum Lengths for Speed Change Lanes
(I) The Deceleration and Acceleration length requirements shall be

based on the recommendations of the MSHTO's "A Policy on
Geometric Design of Highway and Streets 2004" as presented in
Tables 3 and 5. The figures shown on these tables represent values
or speed transition lane lengths required for vertical grades up to 2%.
Page 12 of 65
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(iii) Reinforcement Steel
Specifications for reinforcing steel bars.
(iv) Pre-stressing
1. All pre-stressing steel shall be high strength stress

relieved wires or strands with an ultimate stress. fs'=1860
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MPa.
r- 2. Pre-stressing steel shall be free from kinks, notches and

other imperfections that will tend to weaken its strength or
its bonding properties with concrete.
(v) Structural Steel

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All structural steel shalt conform to the requirements of AASHTO and
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ASTM Designations as follows:
1. Structural Steel Shapes - AASHTO M 270 (ASTM A 36)

Cr 36 and (ASTM A572) Gr 50.
2. Steel Sheet Pile - AASHTO M 202 (ASTM A 328)
3. Bridge Bearing - AASF-ITO M 270 (ASTM A 36), AASHTO

M 106 (ASTM B 100), AASHTO M 103 (ASTM A 27)
r (Copper Alloy Bearing Expansion Plates Grade 70 - 36 of
Steel and Sheets)
4. Deck Drain - AASHTO M 105 (ASTM A 46) Class No. 30

(Gray Iron Casting)
(vi) Bridge Railing - Sch. 40 Galvanized Steel Pipe

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(vii) Elastomeric Bearing Pads
In accordance with D.O. # 25 Series of 1997, DPWH Standard

Specification for Elastomeric bearing pads.
(viii) Joint Filter - hot poured elastic type, used for expansion joint
shall conform to AASHTO M 213.
(ix) Bituminous Wearing Course
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1 Bituminous wearing course to be used as surface overlay
shall conform to the requirements of DPWH Standard
Item 307 with minimum dry compressive strength of 1.4
MPa (200 pal). The wearing course may be used to
adjust elevations on the vertical grade by varying the
thickness from 50mm (mm.) to 75mm (max).
2. If any materials proposed by the Concessionaire are not

covered by the DPWH Standard Specifications for
Highways, Bridges and Airports, 2004, and the AASHTO
Code, these materials must first be approved by the
DPWH before they are used in the Project.
(d) Hydrolo g y
1. Design rainfall frequency:

2. Drainage at viaduct superstructure: 5 years
3. Drainage at at-grade roads: 3 years
4. Pipe culvert: 15 years
5. Box culvert: 30 years
6. Viaduct/bridge: 50 years
7. Drainage at tunnel structure: 30 years
(e) Other Tunnel Design Requirements
Shall include but not limited to the following:
1. Ventilation
2. Drainage
3. Lighting
4. Noise reduction measures
5. Other safety measures.
Section 2 SEGMENT II DESIGN CRITERIA AND STANDARDS: TOLLWAY

FACILITIES
Design criteria to be used for the design of the toll system for the Daang Hari SLEX
Link Road cover the following:
(1) Type of Toll System
The toll collection system of the Project must be inter-operable with that of the
SLEX.
(2) Level of Service: Waiting Time at Toll Plazas

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Queuing length of 10 vehicles of not more than five (5) minutes from 6 AM to
8 PM daily.
(3) Categories of Vehicles

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The expressway shall be open to the following classes of vehicles;
(a) Vehicle Class 1 - Car, Jeep, Passenger Van! Pickup, Taxi, Mega-Taxi,
Jeepney, Mini-Bus
(b) Vehicle Class 2 - Aircon and Non Aircon Bus, Goods VanIPickup, 2-Axle
Truck, Dump Truck, Tanker, Mixer
(c) Vehicle Class 3 - Rigid Truck with 3 or more Axles, Trailer (Articulated)
(4) Means of Payment
(a) The established method of payment is "stop and pay." New methods of
toll collection that may be adopted where the driver is not required to
stop; instead, the vehicle is identified by a remote control system as it
passes. with or without stopping, through a special lane. The transaction
is automatically recorded and the toll is debited from the subscriber's
account.
(b) The following forms of payment may then be adopted for the Project;
(I) Cash payment.
(ii) Magnetic cards - Such cards include national or foreign bank

cards, credit cards, and private cards such as vehicle fuel
company cards or automobile club cards.
r (iii) For subscribers, specific payment systems - stored-value

magnetic cards (chips or stripe), automatic vehicle identification
(AVI) systems, etc. may be used.
(iv) Provision for toll collection equipment should conform to MPSS

r Section 10.
(5) Level of Automation
Automated toil collection systems shall be used at the toll plaza. The level of
automation shall be designed based on the type of traffic and volume at the toil
plazas. The technology used for automation of the toll plazas shall generally be
scalable and adaptable to the changing requirements. It shall also help create
Page 21 of 65
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an audit trail for reconciliation of revenue collections and in achieving efficiency

in the manpower required at the toll plaza
(6) Description of Toll Plazas
Figure 3. Layout of Typical Toll Plaza
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F-
i
3
1-
F
(a) Overall Dimensions
IF The overall dimension of a typical toll plaza platform depends on the number
of lanes and type of toll collection equipment. The platform must provide for a
queue of at least five (5) Class 1 vehicles from the end of the toll island.
(b) Description of Toll Installation
I The toll installation of the toll plaza should include a toll platform, toll islands, a
canopy, a toll plaza building, parking areas, cable conducts, approach signing,
canopy signaling, water drainage, water supply, fences, power supply, access
for staff and lighting.
1 (1) Toll Platform
1. The toll platform shall be partly constituted of a concrete

slab to support the toll islands, the toll lanes, the canopy
F and the queuing traffic. The concrete slab shall have
minimum thickness of 025 meter and its length shall be
50 meters.
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2. On the toll plaza, the two traffic flows in each direction

shall be separated on the platform by a mobile guide-rail
in order to give the Toll Expressway Operator the
flexibility to open more lanes (Central reversible lanes) in
one direction to accommodate traffic flows. Generally,
I -. each toll lane shall be 3 meters wide, but on the
extremity, the toll lanes shall have a width of 6 meters to
add an adjacent service lane and, if necessary, to use it
as a lane for vehicles carrying extra wide loads and
access to the Operator's staff.
3. The final design of the platforms on the toll plaza shall

take into account different pedestrian movements
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towards the building such as toll collectors going to/
coming from the booths, police and emergency forces.
(ii) Toll Island
1. Specific toll islands shall be designed for a maxi booth to

allow parking of maintenance cars, cash and transit vans,
i-- as well as apprehended or broken-down vehicles of
users, behind the maxi booth.
2. The minimum characteristics of a toll island shall be as

follows:
a. Length = 30 meters
b. Width = 1.80 to 5 meters
c. Height over pavement of toll lanes = 0.16 meter
d. Position lights shall be installed in the ends of tol!

islands and an electrical cabinet shall be installed on
each toll island with necessary power supply (secured
by a generator set) for the toll equipment.
(iii) Toll Lane

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1. The width of the entry toll lanes shalt be 3.00 meters with
L a booth or an automatic ticket distributor located on the
left hand side of the toll island vis-à-vis the traffic
direction.
Page 23 of 65
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2. The width of the exit lane shall be 3.00 meters with a
control room or a toll booth erected on the left hand side
I.
vis-â-vis the traffic direction.
(iv) Canopy
To protect the toll equipment and toll collectors, a canopy shall be

provided and must have a height clearance of at least 4.90 meters
and the following characteristics:
I.
1. Resistance to corrosion
2. Clear undersurface to take direct lighting
3. Easy evacuation of rain water
4. Provision for cables
5. Earth connection
I..
6. Adequate supporting structure location in order not to

obstruct the toll equipment, the toll collector's view or
traffic safety.
(v) Toll Plaza Building

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1. The Toll Plaza shall be provided with a specific building
alongside the toll plaza including a toll operations center,
a cash counting room, a public reception area, police
room, rooms for staff use, a fund transfer garage and
technical areas.
2. For security reasons, zones inside the building shall be

well-defined and provided with security doors and
- windows, closed circuit TV. and related facilities to restrict
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access to unauthorized staff.
(vi) Technical Gallery
A service culvert, deep and wide enough for a person to circulate,

shall be built at the Toll Plaza to provide the power and data cables
needed for the canopy lighting and the toll equipment and ventilation
ducts, providing fresh air to the booths.
Page 24 of 65
(vii) Road Signs
Road signs shall be provided to alert drivers to the presence of the

toll barrier. Signs shall follow the standards and guidelines specified
in the Department of Public Works and Highways, Part 2; Road Signs
- and Pavement Markings, 2004.
(viii) Overhead Sign and Lighting
Overhead signs shall be fixed on the canopy and shall indicate the
status of the lanes (closed or open). The lights shall be luminous,
visible both day and night, relatively non-directional in order to be
visible from different angles. The overall dimension of basic lighting
elements (green arrow and red cross) shall be 400 mm x 400 mm.
(ix) Drainage
On toll platforms, design solutions (slopes, position of manholes, etc.)

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

supply network.
- (xiii) Lighting
Lighting system shall be provided in accordance with the Philippine

- Electrical Code, 2000, published by the Institute of Integrated
Electrical Engineers of the Philippines, Inc. While ensuring that safety
and security standards are met at the toll plazas, lighting design shall
be focused to prevent adverse impact on neighboring properties and
road users.
I/ Page 25 of 65
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(7) Design Standards
(a) Building Design
Buildings shall be designed according to the National Structural Code of

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

designed at an average maintained horizontal luminaire of 11 to 22 lux
on the travelway being lighted. The point of least Iuminaire on the road
surface shall not be less than 4 lux Toll plazas shall be provided with
lighting designed for an average maintained horizontal luminaire of 24
lux.
(iii) Light- Emitting Diode (LED) lamps shall be used for the toll road
lighting.
(iv) For tunnel lighting
1. For tunnel lighting, asymmetrical type of high pressure

sodium luminaire shall be used.
2. The entrance, interior and exit portion of the tunnel shall be
- provided with separate control system.
3. A tunnel lighting layout should be designed based on
luminance values to insure the average to minimum
- uniformity ratio do not exceed 2 to 1 and a maximum to
minimum ratio of 2.5 to 1.
4. Lighting shall be extended up to the level where the motorist
could distinguish lane markings. Lane markings should be
easily recognized in order to provide safe driving condition.
5. The optimization conditions of the tunnel lights shall produce
an adequate visibility level of not less than 3 cd/rn 2 .
Page 26 of 65
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(d) Operating Equipment for Toll Collection
(i) Lane Equipment
1 Equipment located on the canopy shall include lights to

indicate the availability of the lane (green arrow/red cross
and specific signing equipment for lanes dedicated to a
specific means of signing equipment for lanes dedicated
to a specific means of payment). The introduction of new
methods of payment which will enable self-service and
automatic payment, shall require installation of relevant
signs which are visible and easy to understand.
L 2. A toll island requires the following equipment: a manual

barrier to close a lane when unattended, a toll booth
designated for toll operation, toll lane processor
equipment, an automatic barrier operating in not more
than six-tenth (06) second or a manual barrier operating
L
in not more than nine-tenth (0.9) second (from horizontai
- to vertical position of barrier), and associated vehicle
detector loop, a traffic light, a vehicle class display on the
roof of the booth to enable the supervisor to check the
L classification made by the toll collector, a siren and an
amber flashing light to indicate the lane where the
violation has occurred, and a patron fare display visible to
all users.
L
3. To minimize the transaction time and increase the level of
- service, the design of the toll equipment must take into
6. account (1) safety aspects: resistance to minor collisions
and fail safe behavior in case of major impacts, use of
L inflammable material, and reinforced glass windows: (2)
maintenance aspects: stainless steel structure or other
anti-corrosion material, easily replaced modular panels,
locally available spares and easy access to equipment.
4. The following equipment shall be installed in the booth: a

toll collector's desk, a toll lane processor and associated
peripherals, a hand-free interphone unit, an electrical
supply switchboard, an air conditioner, a console
including the air conditioner control unit and an auto radio
set.
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I Page 27 of 65
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(ii) The minimum equipment for the toll lanes shall be as follows:
1. Lane traffic light
2. System reset loop
3. Lane closed barrier
4. Overhead traffic light (lane indicator)
5. Lane controller and data link (fibre optic)
: 6. Lane monitoring camera
7. Automatic lane barrier
8. Toll collection computer (electronic)

1
9. Toll collection terminal

I
• 10. High-speed receipt/printer (impact printer)
11.Cash box with security ID
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12. Patron fare display (variable message)
13. Overhead lane sign (fibre optic-cross, lane indicator)

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I 14.Violation alarm
15.Automatic vehicle classification or AVC (piezo axle
detectors) - optical barrier on AVC camera

:
16. Toil collection monitoring camera
17. Closed circuit television (CCTV) recording system
18. Access control system
19. Emergency/security foot switch.
(iii) Toll Plaza Equipment
- Equipment to be installed in and operated by the supervisor from

the plaza control room shall include the following:
1. Micro-computer
Page 29 of 65
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2. Incident printer
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3 Intercom unit to communicate with the booths
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4. Video surveillance system
5. Console for controlling ancillary equipment
All software packages must allow real time interaction with each toll
lane.
Section 3 SEGMENT II DESIGN CRITERIA AND STANDARDS: TRAFFIC SAFETY

AND RELATED DEVICES
(1) Pavement Markings

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Pavement markings shall be provided to delineate the carriageway and
guide motorists traveling along the expressway.
I—
Pavement markings shall be designed in accordance with the guidelines

bw specified in the Department of Public Works and Highways. Part 2: Road
Signs and Pavement Markings, 2004, and consist of the following:
(a) Longitudinal lines, either white or yellow, which shows delineation of the
travel-way from the shoulders and of one lane from the other.
(b) Solid White Line - delineates the edges of the roadway and shall be
provided at pavement edges adjacent to the shoulders.
(C) Broken White Line - divides lanes in the same direction and shall be
- provided at merging and diverging lanes and between the adjacent lanes
of the expressway.
(d) Transverse lines, which are laid across the direction of travel and provide
guidance for the location of yield and stop areas.
(e) Reflectorized/thermoplastic pavement markings shall be provided to

provide visibility of the travel-way at night.
— (2) Traffic Signs
Traffic signs shall be provided to guide the safe and orderly movement along
the expressway. The signs shall comply with the standards and guidelines
specified in the Department of Public Works and Highways, Part 2: Road Signs
- and Pavement Markings, 2004.
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The traffic signs to be adopted for the Project shall include the following:
(a) Regulatory Signs - to inform motorists of traffic laws or regulations. The

regulatory signs for the Project shall consist of the following:
(i) Priority Series (Ri), specifically the Yield Sign, at ramp terminals
to give priority to the main carriageway traffic.
• (ii) Direction Series (R2) to preclude wrong entry along channelized

intersections, especially along locations of merging and diverging
areas.
- (iii) Prohibitive or Restrictive Series (R3), specifically the Prohibition of

Overtaking at areas overtaking is not allowed. These are specified
at locations of merging areas and along the main carriageway
alignment since the same consist of two (2) lanes bi-directional
travel way only.
(b) Warning Signs (Type W) - to warn motorists of conditions ahead which

may be unexpected or hazardous, like merging and diverging areas, and
reduction in pavement or shoulder width. These are specified along
horizontal curves of the main expressway alignment.
(C) Guide Signs or Informative Signs (Type G) - to guide motorists of the

destinations along the expressway route, directions, and distances of
points of interest. These are specified at approaches to interchange sites
or locations, toll plazas and at areas prior to entering the expressway.
(d) Signs for Road Works and Special Purposes (Type T) - to warn and
advice of temporary hazardous conditions, which could endanger road
- motorists or road users or workers engaged on road works. These are
specified to guide the Contractor for the installation of the traffic safety
• requirements during the execution of the road works.
(3) Crash Cushions
(a) In the detailed design of the crash cushions, the first consideration shall
- be to remove, relocate or modify the identified roadside hazard so as to
eliminate the need to shield with a crash cushion.
- (b) If the obstacle must remain, the crash cushion shall only be installed if it
is considered less of a hazard than the obstacle.
(C) Where a crash cushion must be provided, the installation location shall
— be designed to be level and free of curbs.
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(d) Crash cushions are most often warranted at fixed-point locations. Typical
I highway features that may warrant an installation are the following:
I
(I) Exit gate areas, particularly on structures.

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(ii) Bridge rail ends, piers or abutments.

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(iii) Non-breakaway sign and signal supports.
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I (iv) Retaining wall ends or culvert head walls.
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(v) Median barrier exposed ends.
(4) Truck Weighing System
(a) The Concessionaire shall provide portable weigh scales on the Project to
weigh all heavy vehicles and determine whether or not they meet the
allowable maximum axle load of 13.5 tons and authorized gross vehicle
: weight.
(b) A weighing bay must be provided into which the heavy vehicles shall be
I
directed and weighed by the machines without disrupting the normal flow
of traffic.
I
(c) The portable weigh scales shall be calibrated and tested in the presence
of officials from the DPWH using DPWH standard test weights.
PART IV: CONSTRUCTION
Section 4 SCOPE OF CONSTRUCTION:
The Concessionaire shall undertake the Construction works for the Project, which
includes construction works at Segment I and Segment II as specified in Part II of the
MPSS.
Section 5 STANDARDS AND SPECIFICATIONS FOR CONSTRUCTION
(1) Segment I and Segment II construction works must comply with the MPSS for
Construction herein prescribed. The MPSS for Construction includes
conformance to the provisions pertaining to highways under the DPWH
Standard Specifications for Public Works and Highways, 2004 Edition, Volume
Il - Highways, Bridges and Airports (Blue Book). An electronic copy of the Blue
Book is appended to these MPSS as Annex E.
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(2) The Blue Book prescribes, among other things, the material requirements and
construction requirements for different items of work, including the tests to be
ow
conducted during Construction by the Concessionaire or its designated
. Contractor. The Blue Book incorporates provisions of the AASHTO, American
Society for Testing and Materials (ASTM). and ACt, pertaining to construction.
Attention shall be given to the relevant items of work in the following Parts of
the Blue Book:
(a) PartC - Earthwork

I.
(b) Part D - Sub-base and Base Course
(c) Part E - Surface Courses
(d) Part F - Bridge Construction
b.
(e) Part G - Drainage and Slope Protection
(f) Part H - Miscellaneous Structures
(g) Part I - Materials Details
Section 6 CONSTRUCTION PLAN
I. (1) The Concessionaire shall submit to the DPWH for approval as specified in
- section 5 (Milestones) of TCA - the following components of the Construction
Plan as updated and detailed to fit the elements of the DED:
I
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(a) Updated/detailed construction schedule, milestones, and S-curve.

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(b) Updated/detailed Traffic Management Plan during Construction.
Section 7 TRAFFIC MANAGEMENT DURING CONSTRUCTION
(1) Obligations to Minimize Disruption
During Construction, the Concessionaire shall carry out the following obligations
to ensure that traffic disruption is minimized in the Construction Area and its
immediate surrounding area:
(a) Safe, efficient and continuous passage of vehicles is provided.
(b) The traffic carrying capacity of the immediate surrounding roads is

maintained.
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(C) Traffic congestion and disruption to public transport is minimized.
(d) Pedestrian safety and, as required, alternative means of walking wthin

or near the Construction Area is provided.
(2) Traffic Management Plan for Construction
The Concessionaire as recommended by the IC, must submit to the DPWH, for
approval, an updated and detailed Traffic Management Plan for Construction
L based on the preliminary Traffic Management Plan submitted as part of the
Technical Proposal in its Bid. The updated! detailed Traffic Management Plan
must provide for the following:
(a) The minimum disruption obligations set out in Section 15(1) above.
(b) The roads in and around the Construction Area that are proposed to be
used as alternate or detour routes by motor vehicles during Construction
to reduce traffic congestion.
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(c) The proposed timing of road or lane closures for existing roads to
facilitate the construction of the Project. having regard to the minimum
disruption obligations. The Concessionaire shall ensure that, during the
construction of Segment II, where it intersects the existing road near and
leading to the Susana Heights interchange and where it intersects the
private road near the interchange, at least one lane per direction at the
intersected roads is kept open and passable. Construction activities shall
be so scheduled as to cause the least congestion during peak hours.
(d) The arrangements for the clearing of obstructions and patching and
repair of pavements along the alternate routes as well as along the at-
grade roads, in coordination with the DPWH and local government units
(LGUs).
(e) The setting up of directional and informative signs leading to and along
the alternate routes to aid motorists. A map of the alternate routes shall
be provided to the LGUs, including barangays, and communities
affected.
(f) The personnel of the Concessionaire/Contractor and their qualifications

who will be managing and providing the traffic enforcement and
management services.
(g) The consultations and coordination with the traffic management group of
the LGUs. community leaders, residential and business establishments
affected. Before the updated/detailed Traffic Management Plan is
finalized, the consultations will inform them of the Project and the
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proposed Plan including the alternate routes, obtain their views and
suggestions as inputs in finalizing the Plan, and seek their cooperation to
effectively carry it out. The Plan shall include arrangements for the
agencies mentioned to deploy additional traffic enforcers as needed.
(h) The information, education and communication program to advise the

motorists, residents, businesses, and the general public on the above.
This program shall involve the use of media - print, radio, TV, and
internet - including flyers and billboards to inform the public on the
updated/detailed Traffic Management Plan before and during
Construction. It shall include a mechanism to give updates on the traffic
situation, to receive complaints on traffic and road conditions, accidents,
and emergencies, and to respond to these incidents so as to ease traffic
congestion in the Construction Area and on the alternate routes.
Section 8 TEST REQUIREMENTS

PW
(1) 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 2004 Blue Book, as shown in Annex E.
(2) If any new Construction materials proposed by the Concessionaire are not
covered by the Blue Book, these materials shall first be reviewed and, if found
technically appropriate for the Project, be certified by the Independent
Consultant and approved by the DPWH, before the new materials are used in
the Project.
Section 9 COMPLETION OF CONSTRUCTION
(1) The DPWH shall determine if the Concessionaire has fully complied with the
following requirements for the completion of Construction and, if so, issue the
Certificate of Final Completion to the Concessionaire subject to the conditions
specified in section 10.9 of the TCA:
(a) All Tests for Construction comply with the pertinent provisions of the
DPWH Blue Book and other test requirements of the Minimum
Performance Standards and Specifications for Construction.
(b) All parts of the Project have been completed in accordance with the
approved existing plans and specifications for Segment I. the approved
DED for Segment II, and the MPSS, including the rectification of all
defects.
Page 34 of 65
(C) The Project can be safely and reliably placed in commercial operations.
- (d) The required Operation and Maintenance Manuals have been submitted
by the Concessionaire, certified by the Independent Consultant as
- meeting the Minimum Performance Standards and Specifications, and
approved by the DPWH.
(2) For this purpose, the Independent Consultant shall provide technical advice and
recommendation to the DPWH by determining and certifying that the
requirements in Section 17 (1) are fully met by the Concessionaire.
(3) The Concessionaire must submit as-built drawings and other supporting
documents to the DPWH not later than three (3) months after the date of the
L Certificate of Final Completion. These documents shall be provided as inputs to
the overall DPWH Road and Bridge Information Application (RBIA) database for
national/major roads in the country as mentioned in Section 23(8).
PART V: OPERATIONS AND MAINTENANCE

Section 10 GENERAL OBLIGATIONS
(1) Performance Requirements
(e) Section 12.3.d of the Concession Agreement requires the

Concessionaire to meet operation and maintenance performance
standards for the Daang Hari-SLEX Link Road set out in the MPSS. The
MPSS sets out Key Performance Indicators that measure the
Concessionaire's performance and imposes penalties for non-
performance.
(f) The Daang Hari-SLEX Link Road shall be operated 24 hours every day
of the year and the Concessionaire is obliged to have management and
systems in place to deliver the 24-hour service to motorists who pay the
toll to use the expressway. The performance requirements are
categorized as follows:
(i) Operation Requirements
1. Toll collection system.
2. Traffic safety and control system.
3. Power and water supply

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Page 35o'65
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(ii) Maintenance Requirements
4. Maintenance of Expressway structures.
5. Maintenance of toll plazas and buildings.
6. Maintenance of operating equipment and utilities
(2) Coordination with Other Toll Roads.
In addition to the requirement of interoperability with SLEX as set out in Section

L.
10 of the MPSS, The Concessionaire shall cooperate with the DPWH in case the
Government authorities decide on a policy that will require inter-operability of the
toll collection systems of other existing and future toll roads.
1
(3) Uninterrupted Operations
(a) Once authorized to operate the Daang Han-SLEX Link Road, the
Concessionaire shall keep this expressway open to toll road users
continuously and without interruption and shall not be closed without the
prior authorization of the DPWH.
L
(b) The Concessionaire may, however, order the closure of the expressway
I- without prior authorization if the Concessionaire determines that the use
of the expressway is unsafe in light of the relevant provisions of the
approved O&M Manuals and there is no time to obtain prior closure
L
authorization.
4: (C) The Concessionaire shall, however, give due notice thereof to the DPWH
within 24 hours from the emergency closure of the expressway.
L.
Section 11 OPERATION: TOLL COLLECTION SYSTEM
L
(1) Performance Standards.
L
The Concessionaire, through its Operator, must ensure that the design standards
of the Toll Road set out in Part Ill are met and that:
I-
(a) The electronic toll collection and control equipment is operational 24
hours every day.
(b) The waiting/transaction time at toll plazas does not exceed an average of
20 seconds per user from 6 am to 8 pm daily.
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Page 36 of 65
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(C) The transaction capacity at toll plazas is not be less than 400
vehicles/hour/lane for mixed manual/e-pass system and 900
vehicles/lane/ hour for the E-pass system.
(d) There is to be no interruption to normal traffic, except during major

- repairs and accidents. Interruption means hampering smooth and
seamless traffic flow.
(2) The Concessionaire shall implement the following operational activities which
shall be included in the Operations Manual (MPSS Section 27):
(a) Supervision of shifts, lanes and toll plazas.
(b) General items of responsibility during operating and non-operating toll

lanes.
r '
I (C) Operation of E-pass and manual toll lanes.
(d) Lane closing and opening procedures.
(e) Traffic queue supervision and management.
(f) Vehicle classification.
(g) Transaction receipts operation.
(h) User toll display operation.
(i) Traffic control gate operation.
(i) Lane status gate operation.
U) Toll collection system administration, including database.
r (k) Toll accounting and reporting.
Section 12 OPERATION: TRAFFIC SAFETY AND CONTROL SYSTEM
(1) Performance Standards
The Concessionaire/Operator shall attain the following operating performance

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

expressway 24 hours every day. The patrol shall observe the traffic
(_7
Page 37 of55
situation and road conditions at all times, undertake emergency aid for
toil road users with broken down vehicles, and perform emergency
handling of traffic accidents.
(b) The Toll Operations Center shall be operational and permanently staffed
24 hours daily.
(c) The emergency telephone network and surveillance camera network

linked to the Toil Operations Center shall be operational 24 hours a day.
(d) The response time between the receipt of emergency call for
accidents/vehicle breakdown and arrival on the site shall not exceed 30
minutes.
(e) The time from the receipt of emergency call to clear the accident/vehicle
breakdown site and restore normal traffic flow shall not exceed 120
minutes.
(f) Temporary safety equipment shall be deployed at the accident/vehicle

breakdown sites within a maximum time of 10 minutes after the
T notification of the incident. Such safety equipment shall include flexible
barriers, warning sign boards, lighting equipment, and similar equipment.
(g) During maintenance works, at least one (1) lane per direction shall be
kept open for vehicles.
(h) Announcement of ramp closure shall be made at least five (5) days in
advance.
(i) Informative signs shall be posted providing information on-
(i) accidents and road works,
(ii) traffic conditions,

r
I (iii) dangerous weather conditions warning, and
(iv) toll rate changes.
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(j) Noted defects in DPWH's inspection reports shall be remedied within 30
r days.
I
(k) Copy of annual financial report shall be provided to DPWH.

I
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Page 38 of 65
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- (2) The Concessionaire's/Operator's personnel assigned to enforce traffic
regulations and safety measures in the Expressway, including anti-overloading
rules, must have been duly deputized by the Land Transportation Office.
Section 13 OPERATION: POWER AND OTHER UTILITIES
- (1) As performance standards in respect to the operation of power supply and other
utilities, the Concessionaire shall ensure that the following utility systems
- constantly remain functional, are tested on an established schedule, are
- evaluated for functionality and operation, and perform as designed and
- intended to support the 24-hour operation of the expressway:
(a) Supply of power for the toll plazas and all other parts of the expressway.
A standby generator set shall be operated as needed to provide the base
load while an uninterruptible power supply (UPS) system shall be
employed to eliminate switching surges and blackouts.
(b) Water supply and plumbing.
(c) Mechanical systems including ventilation and air conditioning systems.
(d) Communication systems, including intercoms, telephones, radios and

mobile communications.
(e) Fire suppression and precaution systems, including fire alarms, sprinkler
systems, and heat sensors.
Section 14 MAINTENANCE: PRINCIPLES
The goal of the Maintenance Program of the expressway is to:
(1) preserve the asset so it is handed back to DPWH in a manner that complies
with the pavement performance standards specified in Part Ill;
(2) be able to operate the expressway in a manner that provides efficient and
optimal service for the motorists that use it ;and
(3) preserve the asset so that all the buildings and equipment necessary to operate
the expressway are and remain functional and in good condition that is
equivalent to prudent industry practice.
I
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Page 39 of 65
Section 15 MAINTENANCE: EXPRESSWAY STRUCTURES
There are two categories of maintenance:
(1) Routine maintenance which comprises day-to-day activities to maintain or

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

- maintenance before major defects on the Expressway occur in order to prolong
its design life and retard future deterioration due to wear, tear, and weathering,
- and thus prevent the need for early major reconstruction. Periodic maintenance
also includes major repair and rehabilitation to restore damaged roads to their
- original condition as designed and constructed. Examples of periodic
maintenance activities include pavement overlay, major repair of deteriorated
viaduct members, and lighting.
(3) This MPSS also sets out Key Performance Indicators (KPIs) for the
- Concessionaire to meet. Those KPls are based on the principles of Routine
and Periodic Maintenance and are designed to meet the maintenance
objectives set out above.
(4) The Concession Agreement requires a Maintenance Manual to be prepared

and adopted by the Concessionaire. The Maintenance Manual shall adopt the
principles set out above and deal specifically with the maintenance program as
set out in the following sections.
(5) Routine Maintenance
Routine Maintenance is undertaken at three levels:
(a) Level 1: Repairs must start 30 minutes after the damage has been
reported and must be repaired within 48 hours. The following are Level
1 repairs:
(I) For asphalt -pavements: local damage or depression.
(ii) For asphalt pavements: pothole.
(iii)Cracks and other deficiencies.
Page 40 of 65
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(iv) Damaged portions or openings in the fences/guardrails/parapet

walls within the right-of-way which present an immediate danger
to traffic.
I
(v) Breakdown of emergency telephone network
(vi) Collapsed or vandalized traffic signs.
(b) Level 2: Repairs must start within 24 hours after the damage has been
reported and be completed within seven (7) days. The following are
Level 2 repairs:
I-
(I) For concrete pavements/decks: Failed slabslbocks shall be

repaired within seven (7) days.
(ii) For concrete pavements: Joints/cracks shall be sufficiently sealed

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

rutting and shoving - shall be repaired within two (2) days.
(iv) Disruption of free flow of water due to siltation and presence of

debris materials to be removed/remedied within two (2) days.
(v) Signage - road signs, traffic regulatory signs, warning signs,

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

damaged guardrails at the sides and center median of the
expressway shall be done within two (2) days.
(vii) Correction of noted maintenance defects of expansion joints

shall be done within five (5) days.
(c) Level 3: Repairs and work are ongoing. The following are Level 3
repairs:
L (I) Replacement of broken/busted bulbs to make them operational at

night 365 days per year.
(ii) Maintenance defects noted in the DPWH's inspection reports not

of a type listed for Level I or Level 2 maintenance shall be done
L. within thirty (30) days after submission of inspection report.
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(iii) Repair or replacement of structurally deficient superstructure and

I substructure elements, to meet the MPSS design standards, shall
be completed within two (2) months or such period as may be
agreed with the DPWH.
I-
I- ( iv)Peeled off and faded pavement markings shall be

repaired/restored within two (2) days.
(v) Periodic Maintenance
(a) Periodic maintenance should entail a preventive maintenance and

I..
rehabilitation program based on the life of the structure as specified
in Section 9 of the MPSS - e.g., 10 years for asphalt concrete
L pavements, 10 years for wearing surface overlay, etc.
(b) Overlay must be based on structural road analysis, using the

DPWH Pavement Management System (PMS)/Highway
Development and Management (HDM) Program, and undertaken
I- every ten (10) years or less.
(c) The standards applicable at the time of the periodic maintenance,

e.g., 10 years hence, should be used in the maintenance works.
I (6) Inspections
The following inspections shall be undertaken to detect any defects/damages and

signs of defects/damages to be reflected in the routine maintenance and periodic
maintenance plans:
(a) Visual observation of the expressway condition to be made from a patrol

I- car: Daily.
(b) Visual inspection by walking along the expressway surface: Every other
month.
(C) Visual inspection by walking beneath the viaduct to check its structural
condition: two (2) times a year.
(d) Drainage condition inspection: Before the start of the rainy season; and
once a month during the rainy season
(e) Detailed structural soundness survey of the viaduct: Once in five (5)
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years
Page 42 of 65
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(f) Emergency Inspection: soon after an earthquake, a typhoon or any other

F
natural calamity/event.
(g) Survey to determine the International Roughness Index (IRI): Every three
(3) months
: (7) Expressway Inventory Database
(a) This database shall be established and continuously updated for the
• Daang Hari-SLEX Link Road. It shall include the as-built drawings, and
the record of all inspection operations, tests, and repair and maintenance
• works.
(b) The database shall be linked to and compatible with the overall DPWH
Road and Bridge Information Application (RBIA) database for
national/major roads in the country.
(8) Maintenance Budget

I
Based on the approved Maintenance Manual, the Concessionaire shall prepare

r the annual routine and periodic maintenance programs and budgets, indicating
the funds needed to carry out the routine and periodic maintenance activities on a
quarterly basis.
Section 16 MAINTENANCE: TOLL PLAZAS AND BUILDINGS
The maintenance at toll plazas and buildings shall include the following minimum
performance requirements:
(1) Cleaning of toll lanes and toll islands.
(2) Routine repair and maintenance of buildings.
I (3) Cleaning and disinfecting of sanitary installations.
(4) Cleaning of litter and bins collection.
Section 17 MAINTENANCE: EQUIPMENT AND UTILITIES

r
• The maintenance of equipment and utilities shall include the following minimum
performance requirements:
(1) Replacement of high-mast lighting luminaries.
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• Page 43 of 65
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(2) Maintenance of electronic toll collection and control systems, especially the
automatic vehicle classification control system.
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(3) Systematic detailed inspection and maintenance of electronic and low voltage
equipment, e.g.. toll equipment, cable, closed circuit television, on a yearly
basis
(4) Routine maintenance of power and water supply systems.
I,
(5) Preventive and restorative maintenance of other fixed equipment. e.g.,
emergency telephone network, SOS communication system, MIS support for
I.. hardware and software, and air conditioning system in the toll booths and
control center.
Section 18 CUSTOMER SERVICE AND SATISFACTION

I..
The Concessionaire shall implement a customer service plan which shall provide for
handling of complaints and communications with users on the expressway's
condition, operation and maintenance in order to improve customer satisfaction and
responsiveness. This shall include the following
(1) Procedure for handling customer complaints and inquiries. This shall include a
customer service log used to receive and record comments and concerns about
the expressway.
(2) Complaint prioritization procedures. These shall provide the system and criteria
- for responding to concerns based on priority, degree of deficiency, and
L. schedule to correct them.
(3) Complaint reconciliation procedures. These shall ensure an adequate response

to complaints and comments received in the customer service log. They shall
include the customer service database requirements and procedures, follow-up
procedures and actions, and requirements for a formal plan for long-term
improvements.
(4) Dissemination of comments and concerns. This shall provide the procedures to
ensure that all comments and concerns from the DPWH and agencies outside
the Concessionaire are obtained, recorded and reconciled.
I
(5) Complaints and actions database. All complaints and corrective actions shall be
recorded in a database providing:
(a) a summary of the complaint,

(b) date of complaint,
(c) date underlying occurrence,
Page 44 of 65
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(d) date action taken,
' (e) summary of action taken, and
(f) date of notification to the complainant.
I- (6) The database and logs shall be reviewed monthly to reconcile complaints with
actions taken. The database statistics shall be reviewed quarterly to compare
performance of the current quarter versus the prior period and the current year
— versus the prior year. A formal plan for improvement shall be developed and
implemented if there is a significant increase in the number of complaints
received and/or delays in actions taken.
'- (7) The DPWH shall conduct a Customer Satisfaction Survey, at least once a
quarter, to determine the degree of satisfaction of the users on the operation
L and maintenance performance of the Daang Hari-SLEX Link Road. Levels of
satisfaction to be used shall be from I to 5: Level 1 means highly satisfied,
I Level 2 means slightly satisfied, Level 3 means satisfied, Level 4 means slightly
unsatisfied while Level 5 means highly unsatisfied. The Concessionaire must
meet a Level of Satisfaction which is not more than 3.
Section 19 OPERATION AND MAINTENANCE MANUALS
(1) The Concessionaire shall prepare an Operations Manual which shall provide
the detailed operating procedures for:
(a) Toll Collection System

(b) Traffic Safety and Control System, and
(c) Power and Related Utilities at the Daang Hari-SLEX Link
Road, based on the requirements in Sectiori17 and 20 of the MPSS.
(2) The Concessionaire shall also prepare a Maintenance Manual which shall
provide the detailed procedures. including inspections, routine and periodic
maintenance works, and recording for:
(a) Expressway Structures,

(b) Toll Plaza and Buildings, and
(C) Equipment and Utilities at the expressway based on the requirements in
Section 17 and 24, in order to keep the Expressway in good condition in
accordance with the MPSS for Maintenance.
(3) Within 20 months after the Signing Date of the Concession Agreement, the
Concessionaire shall submit the proposed Operation Manual and Maintenance
Manual, through the Project Consultant for review and certification as complying
with these MPSS, to the DPWH for approval prior to their use in the Daang
Hari-SLEX Link Road.
Page 45 of 65
(4) Once approved by the DPWH, the Operation Manual and Maintenance Manual
shall form part of these MPSS and Specifications and shall govern the
Concessionaire's Operation and Maintenance of the Daang Han-SLEX Link
Road.
Section 20 KEY PERFORMANCE INDICATORS FOR OPERATION AND

MAINTENANCE WITH PENALTIES
(1) Key Performance Indicators for Expressway Operation
(a) The Concessionaire shall comply with the minimum Key Performance
Indicators (KPIs) for Operation and shall be subject to the corresponding
penalties to be imposed by the DPWH for non-compliance therewith, as
shown in Table 9:
(b) The liquidated damages are expressed in Toll Equivalent Units ("TEUs).!
vehicle, as of the time that it is being calculated.
Table 9. Key Performance Indicators for Operation of Daang Hari SLEX

Link Road and Liquidated Damages for Non-Compliance
Item Standards/Requirements Amount of i Remarks

Liquidated Damages
a for Non-Compliance
InTEUs
Toll Collection
System
Electronic Toll Operational 24 hours 300 TEUs/non- Basis is DPWH's
Collection and every day per Approved I compliance events, monitoring.
Control Systems O&M Manuals.
Queue length at Toll Average for the month, 1,000 TEUs/every Basis is DPWH's
Plazas measured from 6 am to 8 month which exceeds monitoring.
pmt. Queuing length of 10 average of 20 minutes
vehicles of not more than per 10 vehicles in
twenty (20) minutes, queue.
except in unusual
circumstances such as
major accidents or
= repair/maintenance.
Transaction Capacity Not less than 400 1,000 TEUs/day when Basis is DPWH's
or Throughput at vehicles/hour/lane for capacity falls below monitoring.
Toll Plazas mixed manual/E-pass the standard.
systems and 900
vehicles/hour/lane for E-
-
pass system
Interruption to 1ffic: Only in exceptional 1 300 TEUs/every time I Basis is DPWH's
Page 46 of 65
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Item Standards/Requirements Amount of Remarks
Liquidated Damages
for Non-Compliance
In TEUs
i... Flow i events, e.g., major repairs. when interrupted monitoring
traffic flow lasting interruption" means
more than 5 minutes. hampering smooth
L
and seamless traffic
flow.
L
Traffic Safety and
Control System
Patrol System Permanently on duty 24 300 TEUs/non- Basis is DPWH's
hours daily. compliance event, monitoring
Toll Operations Operational and 300 TEUs/non- [-do-]
Center permanently staffed 24 i compliance event.
hours every day of the
year-
Emergency Operational 24 hours 300 TEUs/non- Applicable if included
i - Telephone Network every day, linked to Toll compliance event. in the DED
L
and Surveillance Operations Center.
Camera Network
Response Time for Response time between 500 TEUs/non- -do- and police
Accidents/Vehicle receipt of emergency call compliance event, reports.
,- Breakdown and arrival on site not
L. exceeding 30 minutes.
after arrival of site
I-
Clearance Time for Not more than 120 500 TEUs/non- -do-
Traffic Accidents/ minutes after receipt of the compliance event.
Vehicle Breakdown emergency call to clear
the site and restore normal
traffic flow.
Temporary Safety Installed not more than 10 1 300 TEUs/non- -do-
Equipment at minutes after response compliance event.
Accident/Vehicle time.
-- Breakdown Sites. ____________
L_ Lane availability At least one lane for one 300 TEUs/non- Basis is DPWH'S
within Maintenance direction shall be kept for compliance event, monitoring.
Period vehicles except ramp
section.
Ramp closure Announcement of the 300 TEUs/non- -do-
L iramp closure shall be compliance event.
made at least 5 days in
advance.
" Power and Water Continuous 24-hour 300 TEUs/non- i-do-
Supply sup pl of power and compliance event.
water.
Compliance with Remedy of noted defects, 300 TEUs/non- -do-
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Item Standards/Requirements Amount of Remarks
Liquidated Damages
for Non-Compliance
InTEUs
DPWH's Inspection other than above, within compliance event.
Reports on Operations 30 days.
Submission of Accurate monthly reports 300 TEUs/violation Basis is Approved
L Financial and submitted on time per O&M Manuals.
Operating Reports Approved O&M Manuals,
including toll collections.
Other Key Operations Strict compliance. 300 TEUs/event of Other key
i- Reqtsof Approved violation of key requirements as
L O&M Manuals requirements. defined in Approved
O&M Manuals.
(2) Key Pe rformance Indicators for Daang Hari SLEX Link Road Maintenance
I
(a) The Concessionaire shall comply with the minimum KPIs for
Maintenance of the entire Daang Hari SLEX Link Road and shall be
subject to the corresponding liquidated damages to be imposed by the
DPWH for non-compliance therewith, as shown in Table 10.
I
(b) Similarly, the liquidated damages are expressed in TEUs, as defined in

Section 28 above:
Table 10. Key Performance Indicators for Maintenance of Daang Han

I SLEX Link Road and Liquidated Damages for Non-Compliance
Type of Feature Standards/Requirements Amount of Liquidated Remarks

Damages for Non-
I Comp li ance
- Surface International Roughness 1,000 TEUs/day if lRl is TRI will be measured
Roughness Index (IRI) shall not be more than 3. annually. Also, basis is
I
more than 3 for the entire Concessionaire's
expressway. monthly operations
report and DPWH's
monitoring. Any
liquidated damages
shall be imposed at the
time of the survey.
Concrete
Pavement
Failed Slabs Repair to be completed in 500 TEUs/concrete slab Failed slab is any slab
(Blocks) 7 days. not repaired per 7 days. wI transverse and
I-
longitudinal that
extends from edge to
*
I
edge or w/ parts not in
level w/ adjacent slabs.
-1age 48 of 65
S
S
Remarks
Type of Feature
Damages for Non-
Compliance
Basis is
S
Concessionaire's
monthly operations
report and DPWH's
S j monoring
Joints/Cracks Joints/Cracks sufficiently • 500 1 bUs/Km wan

IL sealed within 5 days. joints/cracks not sealed sufficiently sealed
V within 5 days when filled w/ sealant/
cement epoxy to
pavement Surface
level. Basis is
S
Concessionaire's
monthly operations
report and DPWH's
monitoring.___________
Pavement Peeled off and faded PM 500 TEUsfkm not
Markings (PM) repaired/restored within 2 remedied within 2 days.
days.
- Asphalt Pavement
Local Damage or To be repaired within 48 500 TEUs per LD/D not LD/D is a depression 5
Depression hours. repaired after 48 hours. cm deep affecting an
. (LDID) on Asphalt area greater than 200
' pavement sq.cm . Basis is
Concessionaire's
I monthly operations
report and DPWH's
• V monitor. -
Potholes Repair work to start in 12 500 TEUs/pothole not Basis is
hours and completed repaired after 48 hours. Concessionaire's
within 48 hours. monthly operations
report and DPWH's
-
monitoring.
I
Pavement To be repaired within 48 500 TEUs per PD not

• Damage (PD) - V hours. repaired per 48 hours.
cracking,
I Basis is
raveling, rutting
Concessionaire's
and shoving
monthly operations
report and DPWH's
• - monitonna.
Pavement -
Peeled off and faded PM 1 500 TEUs/km not
Markings (PM) repaired/restored within 2 remedied within 2 days.
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—Page 49 of 65
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Page 52 of 65
Damages for Non-
Compliance
Asphalt overlay Overlay for preventive 3,000 TEUs/every Applicable if Asphalt
I maintenance must be event of non- Overlay is undertaken
compliance with after the end of design
based on structural road
requirements of the period of 20 years for
analysis, using the DPWH
PMS/HDM program. the PCCP.
PMS/HDM program, and
undertaken every 10 years Basis is
or less. Concessionaire's
monthly operations
report and DPWH's
monITorIng.
r Superstructure Repair or replacement of 1.000 TEUs/every i Basis is
and Substructure structurally deficient event of failure to do Concessionaires
Elements elements within 2 months such repair or monthly operations
r or as agreed with DPWH. replacement within the report and DPWH
prescribed period, inspection/monitoring.
Repair/ replacement
must meet MPSS
design standards.
r Drainage Disruption of free flow of 500 TEUs/focation not Free flow is disrupted if
I
water due to siltation and remedied per 2 days. capacity of drainage is
I
presents of debris reduced by> 25%.
I materials to be Basis is
removed/remedied in 2 Concessionaire's
r days. monthly operations
I
report and DPWHs
_ monitoring.
I Signage Road/traffic 300 TEUs/defective Basis is
regulatory/warning/ sign not remedied per 2 Concessionaires
r informative/road days. monthly operations
I works/special purpose 1 report and DPWH's
signs shall at all times be monitoring.
clear of obstructions, clean
I
and readable.
I--- Guardrails at Correction of noted 300 TEUs/location not Basis is
I Sides and Center i maintenance defects or remedied per 2 days. Concessionaire's
Median i replacement shall be done monthly operations
within 2 days. report and! DPWH's
I
monitoring.
Expansion Joints Correction of noted 300 TEUs/location not Basis is
F-
I maintenance defects shall remedied per 5 days. Concessionaire's
be done within 5 days. monthly operations
1 report and DPWH's
1
monitoring.
High-Mast i Replacement of 1 300 TEUs/broken bulbs Basis is
F- Lighting broken/busted bulbs to not operating per night. Concessionaire's
Luminaries make them operational at monthly operations
U Page 50 of 65
r- ji
U
r

Damages for Non-
Compliance
night 365 days/year. report and DPWH's
monitoring
Compliance with Correction of noted 500 TEUs/day for Basis is
- DPWH's maintenance defects, defect not corrected Concessionaire's
Inspection other than above, done beyond 30 days after monthly operations
Reports on within 30 days after submission of report and DPWHs
Maintenance submission of inspection inspection report. monitoring.
report.
- Other Key Strict compliance. 300 TEUs/violation of Basis is
i Maintenance key requirements. Concessionaire's
Requirements of monthly operations
Approved O&M report and DPWH's
Manuals monitoring. Other key
requirements defined
r
in Approved O&M
Manuals.
r
r PART VI: ASSET CONDITION AT END OF CONCESSION

TURNOVER
Section 21 Section 9 of the MPSS specifies a design life of the key assets. Based on
that design life, the Concessionaire must manage the maintenance of the
assets listed in this section so that there is a residual asset life that complies
with Table 11 at the end of the Concession Period:
I
Table 11, Residual Life Standards

- Asset Design Parameter Residual Life Value at
• I ______ _____ Concession End
A Viaduct/Bridge Structures 15 years
r --------- - - ___
• B Road Pavement:
Cement Concrete Rigid Pavement 7 years
Asphalt Concrete Pavement 5 years
C Wearing Surface/Overlay 5 years
D Tolling Equipment 5 years
• E Tolling Buildings 10 years
F Toll Plaza 10 years
• G Computer Equipment 2 years
U Page 51 of 65
I
4P
• '1iJp' • j41:
Republic of the Philippines i&i
S T OF PUBLIC WORKS AND HlGHVrvA&-4

DEPARTMENT
OFFICE OF THE SECRETARY
Manila
NOTICE OF AWARD
DAANG HARI-SLEX LINK ROAD PROJECT
20 jblicPriv ate Partnership (PPP) Projects of the DPWFI
DEC 22
Certified Tr e Copy
Atty. JOHN ERIC T. FRANCIA
Atty. GINAFLOR C. ORIS
Ayala Corporation
LL4.L-
SOLOMON M. HERMOSURA
34th Floor Tower One and Exchange Plaza
Corporate Secretary
Ayala Triangle, Ayala Avenue
Makati City JAN ü2012
Dear Atty. Francia and Atty. Oris:
You are hereby notified that Ayala Corporation's Bid for the DAANG HARI-SLEX LINK
ROAD PROJECT in the amount of Nine Hundred Two Million Philippine Pesos
(PhP 902,000,000.00) has been determined by DPWH as the Highest Complying
Post-qualified Bid and is hereby accepted.
In accordance with the Instructions to Bidders, Ayala Corporation is required to

submit to DPWH as post-award requirements for the execution and signing of the
Concession Agreement the following documents:
1. Notice of Award with the written "conforme" of Ayala Corporation's Authorized

Representative.
2. Construction Performance Security, as prescribed in Section 8.2 of the

Instructions to Bidders.
3. Other requirements:
a. If Ayala Corporation will establish a corporation wholly-owned by it to sign

the Concession Agreement with DPWH:
(i) Certificate of Incorporation of the Concessionaire, Articles of

Incorporation and By-Laws from the Securities and Exchange
Commission (SEC). Such documents should prove that the
Concessionaire is wholly-owned by the Winning Bidder.
(ii) Proof of paid-in equity , equivalent to at least Three Hundred Sixty

Million Philippine Pesos (PhP360,000,000.00)
Page 1 of
(iii) Proof of indicative commitments from reputable financial institutions
to provide sufficient credit lines of at least One Billion Four Hundred
Fifty Million Philippine Pesos (PhP1,450,000,000.00). This amount
may be reduced by the amount that the paid-in equity of this
corporation exceeds Three Hundred Sixty Million Philippine Pesos
(PhP360,000,000.00).
b. If Ayala Corporation will NOT establish a corporation wholly-owned by it to

sign the Concession Agreement with DPWH, proof of firm commitments
from reputable financial institutions to provide sufficient credit lines of at
least One Billion Four Hundred Fifty Million Philippine Pesos
(PhP1,450,000,000.00). This amount may be reduced by the amount that
the actual net worth of the Winning Bidder exceeds Three Hundred Sixty
Million Philippine Pesos (PhP360,000,000.00).
Certified true copy of the Construction Contractor's renewed/valid license

from the Philippine Contractors Accreditation Board for Large B
Classification/License Category AAA.
S. Certified true copy of the Construction Contractor's renewed/valid

International Organization for Standardization 900 1:2000 Certification.
6. Proof of payment of Documentary Stamp Tax related to the purchase of the

Advance Works from Alabang-Sto. Tomas Development Inc.
Ayala Corporation is required to submit the above documents within thirty (30) days
from receipt of this Notice of Award. Failure to submit the above required
documents within the prescribed thirty (30)-day period will result in forfeiture of the
Bid Security and the withdrawal of the Notice of Award. Within seven (7) days upon
receipt of the foregoing required documents for award, the DPWH shall determine
and notify the Winning Bidder of its compliance of all the conditions stated in the
said notice.
Within three (3) days from its receipt of notification of compliance, Ayala Corporation
will be required to:
Execute the Concession Agreement with the DPWH

Execute the Deed of Absolute Sale for Advance Works with Alabang-Sto
Tomas Development Inc.; and
Pay the Government Payment and the Value Added Tax.
The Government Payment shall be paid in the form of two (2) manager's
checks issued by a Philippine bank, payable as follows:
PAYEE AMOUNT
Alabang-Sto. Tomas Development PhP 383,520,000.00
Inc.
Department of Public Works and P1W 518,480,000.00
Higways - Central_Office
Total P1W 902,000.000.00
Pane 2 o13
V
Ayala Corporation shall be responsible for payment of the Value Added Tax
due on the portion of the Government Payment which will be paid to Alabang-
Sto. Tomas Development Inc.
As provided in the Instructions to Bidders, all three Closing Requirements must be

fulfilled concurrently and simultaneously. Failure to complete any of the Closing
Requirements within the specified timeframe will result in the forfeiture of Ayala
Corporation's Bid Security and the withdrawal of the Notice of Award.
IGELIO L. SINGSON
ecretary l Il 'I I Il l I lilt IlP DII
WN1 XR00539
Conforme:
Atty. 3HN ERIC T. FRANCIA
Alrtlfh L 04,,~
Atty.'4 1NA4011k C. ORIS
19 January 2012
Date:
Pave 3 of 3
/
/
OFFICE OF THE SECRETARY
Manila
'JUN 29 2015
NOTICE TO PROCEED
NOEL ELI B. KINTANAR

Executive Director
Ayala Corporation
34/F Tower One Ayala Triangle
Ayala Avenue, Makati City
Dear Mr. Kintanar:
As per attached certification of Mr. Filemon A. Bagares, Jr., Independent Consultant-Project

Manager/Team Leader, Pertconsult International and pursuant to Section 10.3b of the
Concession Agreement (CA)', please take formal notice that the terms and conditions of the
Concession Agreement (CA) of the Daang-Hari (DH)-SLEX Link Road Project relating to the
issuance of Notice to Proceed has therefore been effected. Please note that your Concession
Period shall commence from your receipt hereof.
Thus, your responsibilities reckoned from the issuance of the Notice to Proceed under the
terms and conditions of the CA and in accordance with the implementation schedule shall
heretofore be expected.
Please acknowledge receipt and acceptance of this notice by signing both copies in the space
provided below. Keep one (1) copy and return the other copy to the Public Private Partnership
Service, of this Department.
Deosimerg of Public Woki and Wlphwwo
Office ol the Seaetay
11 IIIIIMtflh1IIII1Iffi 19
W1N5Q35438
I acknowledge receipt of this notice on

3o JtJ '2.0c
Name of Representative of NOEL tU A.

Authorized Signature:
'Section 10.3 b The DPWH shall issue the Notice to Proceed with Segment 11 on or before the date that is live
(5) days after the later of the following dates:
10.3b(1) date of delivery by the DPWI-1 to the Concessionaire of the Basic Right of Way, as certified by
the Independent Consultant, as provided in Section 8.1.b.
oil
REIVE
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Republic of the Philippines

DEPARTMENT OF PUBLIC WORKS AND HIGHWAYS

December 17, 2019

Atty. FREDRIC ANTHONY E. SANTOS

Dear Atty. Santos:

For your information, Sir.

Very truly yours,

Republic of the Philippines

SUBJECT : Daang Hari-SLEX Road Link Project (Muntinlupa-Cavite Expressway)

Forypur further evaluation and recommendation.

DirectØr IV, PPP Service

Cc: Undersecretary MARIA CATALINA E. CABRAL, Ph.D., CESO I

Director ALEX G. BOTE

Dear Director Bote:

This refers to Freedom of Information request of Atty. Fredric Anthony E. Santos,

For your information and appropriate action, Sir.

Very truly yours,

TO : Mr. ANDRO V. SANTIAGO

SUBJECT : Daang Hari-SLEX Road Link Project (Muntinlupa-Cavite Expressway)

1. Contract of the Project

Cc: Undersecretary MARIA CATALINA E. CABRAL, Ph.D., CESO I

MARIA CATALINA E. CABRAL, PhD

Dear Undersecretary Cabral:

We would like to express our sincerest gratitude for

In this connection, may we also request for the complete

a. Contract of the Project

We are looking forward to receiving the data as soon as

Thank you and good day!

By the Authority of the Director General, BuCor:

ATTY. FREDRIC ANTHO SANTOS

Annex A: Deed of Sale for Advance Works

This Concession Agreement entered into this day of February 2012, in

(hereinafter collectively referred to as the "Parties")

"Advance Works" means the completed portion of Segment I of the Project

"Advance Works Improvements" has the meaning given in Section 10.2.b.

"Advance Works Improvement Certification" has the meaning given in Section

"Affiliate" means, a corporation or entity that, directly or indirectly, Controls the

"Approved (MM Manuals" means the O&M Manuals as approved by the

For Segment II: The DED for Segment II prepared by the

"Cernflcale of Final Completion" means the document i by the DPWH

"Certificate of Substantial Completion" means the document issued by the

"Change in Law" means any repeal, amendment, modification, change, addition

"Coercive Practice" means impairing or harming, or threatening to impair or

"Conceptual Engineering Design" means the conceptual engineering design

"Concessionaire" means the corporation which is a Party to this Concession

"Concession Agreement" means this agreement, including its Annexes, as may

"Concession Period" has the meaning given in Section 4.

"Consent" means any permit, license, approval, concession, right, award,

"Construction" means all aspects of construction work and activities relating to

"Construction Completion Deadline" means the date that is:

(a) eighteen (18) months after the Signing Date or,

Reference to the Construction Completion Deadline shall include such extensions

"Construction Completion Report" means the report to be issued by the

"Construction Contractor" means the entity engaged by the Concessionaire to

"Construction Performance Security" means the security posted by the

"Construction Schedule" means the schedule for Construction of Segment I as

"Construction Works Purchase Payment" means the optional payment which

- "Daang Hari-SLEX Link Road" means Segment I and Segment H.

"Defects Performance Security" means the security to be posted by the

"DFWH" means the Department of Public Works and Highways.

"DPWH Termination Payment" means the payment payable by the DPWH to

"Financing Agreements" mean the agreements or instruments that make