NAIA PPP Project

996
NAIA PPP Project

Instructions to Bidders
August 2023
1 NAIA PPP Project | Instructions to Bidders

Table of Contents
DISCLAIMER 3
SECTION 1: BIDDING PROCESS 6
SECTION 2: QUALIFICATION REQUIREMENTS 13
SECTION 3: BID PROPOSAL REQUIREMENTS 19
SECTION 4: QUALIFICATION DOCUMENTS (FIRST ENVELOPE) 19
SECTION 5: BID PROPOSALS 22
SECTION 6: VALIDITY OF BIDS 25
SECTION 7: BID SECURITY 25
SECTION 8: PREPARATION AND SUBMISSION OF QUALIFICATION DOCUMENTS AND BID
PROPOSALS 26
SECTION 9: OPENING AND EVALUATION OF QUALIFICATION DOCUMENTS 31
SECTION 10: OPENING AND EVALUATION OF BID PROPOSALS 32
SECTION 11: CONFIDENTIALITY 34
SECTION 12: NOTICE OF AWARD, POST-AWARD REQUIREMENTS & EXECUTION OF CONCESSION
AGREEMENT 34
SECTION 13: GENERAL CONDITIONS AND PROHIBITIONS 37
SECTION 14: BIDDING PERIOD LOCK-UP RULES 40
SECTION 15: GOVERNING LAW AND RULES 41
SECTION 16: DEFINITIONS 41
ANNEXES 46
ANNEX VDR: INSTRUCTIONS FOR PAYMENT OF PARTICIPATION FEE AND VIRTUAL 47
DATA ROOM ACCESS FOR THE NINOY AQUINO INTERNATIONAL AIRPORT (NAIA) PPP
PROJECT
ANNEX VDR-A: NINOY AQUINO INTERNATIONAL AIRPORT PPP PROJECT 49
NON-DISCLOSURE UNDERTAKING
ANNEX VDR-B: AUTHORIZATION LETTER 55
ANNEX VDR-C: VIRTUAL DATA ROOM GUIDELINES 56
ANNEX 1: SUMMARY MATRIX 65
ANNEX QDC: LIST OF QUALIFICATION DOCUMENTS 67
ANNEX QD-1: FORM OF BID LETTER 70
ANNEX QD-2A: CERTIFICATION OF NOT BEING AN AIRLINE-RELATED ENTITY 72
ANNEX QD-2B: CERTIFICATION OF NOT BEING A GCR ENTITY 73
ANNEX QD-3A: BUSINESS STRUCTURE (FOR A BIDDER WHICH IS AN INDIVIDUAL, 75
PARTNERSHIP, CORPORATION OR ANY OTHER JURIDICAL ENTITY
ANNEX QD-3B: BUSINESS STRUCTURE (FOR A BIDDER WHICH IS A CONSORTIUM) 77
ANNEX QD-4: BASIC INFORMATION SHEET 79
ANNEX QD-5: NOTARIZED CERTIFICATION OF ABSENCE OF UNSATISFACTORY 81
PERFORMANCE RECORD
ANNEX QD-6: DEVELOPMENT EXPERIENCE 82
ANNEX QD-7A: CERTIFICATE FOR ESTABLISHING SHAREHOLDING IN AN 83
AIRPORT CONCESSIONAIRE
ANNEX QD-7B: CERTIFICATE ON THE DETAILS OF DEVELOPMENT EXPERIENCE 84
ANNEX QD-8: CERTIFICATE OF ESTABLISHING RELATIONSHIP WITH AFFILIATES AND 85
PARENT COMPANIES
ANNEX QD-9: OPERATION AND MAINTENANCE EXPERIENCE 86
ANNEX QD-10: NOTARIZED STATEMENT OF CAPACITY TO UNDERTAKE THE 87
OPERATION & MAINTENANCE REQUIREMENTS OF THE PROJECT, AND COMMITMENT
TO ENTER INTO AN AGREEMENT WITH THE CONCESSIONAIRE TO UNDERTAKE THE
OPERATION & MAINTENANCE REQUIREMENTS OF THE PROJECT
ANNEX QD-11A: CERTIFICATE FOR ESTABLISHING SHAREHOLDING IN AN ENTITY 88
THAT OPERATED AND MAINTAINED AN AIRPORT
ANNEX QD-11B: CERTIFICATE ON THE DETAILS OF OPERATIONS AND 89
MAINTENANCE EXPERIENCE
ANNEX QD-12: KEY PERSONNEL 90
ANNEX QD-13: NOTARIZED CERTIFICATION OF ABSENCE OF UNSATISFACTORY 94
PERFORMANCE RECORD FOR QUALIFIED KEY PERSONNEL
ANNEX QD-14: NOTARIZED STATEMENT OF CAPACITY TO UNDERTAKE THE QUALIFIED 95
KEY PERSONNEL REQUIREMENTS OF THE PROJECT, AND COMMITMENT TO ENTER INTO
AN AGREEMENT WITH THE CONCESSIONAIRE TO UNDERTAKE THE QUALIFIED KEY
PERSONNEL REQUIREMENTS OF THE PROJECT
ANNEX QD-15: NOTARIZED STATEMENT OF FINANCIAL CAPABILITY 96
ANNEX QD-16: NOTARIZED APPLICATION TO PARTICIPATE IN THE BIDDING 98
ANNEX QD-17A: NOTARIZED CORPORATE AUTHORIZATIONS AND DESIGNATION OF 100
AUTHORIZED REPRESENTATIVE
ANNEX QD-17B: CONSORTIUM MEMBER’S NOTARIZED AUTHORITY TO PARTICIPATE IN 102
THE CONSORTIUM AND IN THE BIDDING, AND DESIGNATION OF LEAD MEMBER AND
AUTHORIZED REPRESENTATIVE OF CONSORTIUM
ANNEX TPC: LIST OF TECHNICAL PROPOSAL DOCUMENTS 104
ANNEX TP-1: FORM OF BID SECURITY 105
ANNEX A TO ANNEX TP-1: DEMAND FOR SIGHT PAYMENT 107
ANNEX TP-2: NOTARIZED STATEMENT FOR SUBMISSION OF TECHNICAL PROPOSAL 108
ANNEX TP-3: EXECUTIVE SUMMARY OF THE BIDDER’S TECHNICAL PROPOSAL 109
(NOT TO EXCEED FIVE PAGES)
ANNEX TP-4: PROJECT EXECUTION ANALYSIS 110
ANNEX FPC: LIST OF FINANCIAL PROPOSAL DOCUMENTS 114
ANNEX FP-1: BID AMOUNT 115
ANNEX FP-2 : FINANCING PLAN 116
ANNEX CP-1: FORM OF UNDERTAKING TO BE JOINTLY AND SEVERALLY LIABLE 118
ANNEX CP-2: FORM OF WILLINGNESS TO LEND 119
ANNEX CP-3: CONSTRUCTION PERFORMANCE SECURITY 120

DISCLAIMER
The information contained in the Bidding Documents, Information Documents, and any other
information subsequently provided to Interested Bidders, whether verbal or written, by or on behalf of
the Department of Transportation (DOTr), the Manila International Airport Authority (MIAA), or any of
its employees or advisors, is provided to Interested Bidders on the terms and conditions set out in the
Bidding Documents and such other terms and conditions subject to which such information is provided.
While the drafters of this Instructions to Bidders (ITB) exerted their best effort to provide a fair and
comprehensive description of the Project based on the Project Business Case and other available
information, this document does not purport to be all-inclusive or to contain all the information that a
participant may consider material or desirable in making its decision to participate in the tender.
The Bidding Documents and Information Documents are not agreements and are neither offers nor
invitations by the DOTr or MIAA to the Interested Bidders or any other person. The DOTr, MIAA, its
employees, and its advisors, are not bound by any of the contents of these documents. The purpose of
these documents is to provide interested parties with information that may be useful to them in preparing
their Bids. The Bidding Documents and Information Documents include statements that reflect various
assumptions and assessments arrived at by the DOTr and MIAA in relation to the Project. Such
assumptions, assessments and statements do not purport to contain all the information that each
Interested Bidder may require. The Bidding Documents and Information Documents may not be
appropriate for all persons, and it is not possible for the DOTr, MIAA, its employees, or its advisors to
consider the investment objectives, financial situation and particular needs of each party who reads or
uses the Bidding Documents and Information Documents. The assumptions, assessments, statements
and information contained in the Bidding Documents, Information Documents, and associated
documents may not be complete, adequate, accurate or correct. Each Interested Bidder should
therefore conduct its own investigations and analyses, and should check the completeness, adequacy,
accuracy, correctness, and reliability of the assumptions, assessments, statements and information
contained in the Bidding Documents and Information Documents and obtain independent advice from
appropriate sources.
Information provided in the Bidding Documents and the Information Documents is on a wide range of
matters, some of which may depend upon interpretation of law. The information given is not intended
to be an exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. The DOTr and MIAA accept no responsibility for the accuracy or
otherwise for any interpretation or opinion on law expressed herein.
The DOTr, MIAA, its employees, and its advisors, make no undertaking, assurance, representation or
warranty and shall have no liability to any person, including any Interested Bidder, Prospective Bidder,
or Bidder under any law, statute, rules or regulations, principles of restitution for unjust enrichment or
otherwise, for any loss, damages, cost or expense, that may arise from or be incurred or suffered on
account of anything contained in the Bidding Documents, Information Documents, or other information
provided to Interested Bidders, Prospective Bidders, and Bidders, including the completeness,
adequacy accuracy, correctness, or reliability of such documents and any assessment, assumption,
statement or information contained therein or deemed to form part of the Bidding Documents,
Information Documents or arising in any way from participation in the Bidding Process.
Furthermore, the DOTr and MIAA do not accept any liability of any nature, whether resulting from
negligence or howsoever caused, arising from reliance of any Prospective Bidder or Bidder upon the
statements contained in the Bidding Documents or Information Documents.
The DOTr or MIAA may, in its absolute discretion, but without being under any obligation to do so,
amend, update, or supplement the information, assessments or assumptions contained in the Bidding
Documents or Information Documents. However, the DOTr, MIAA, its employees, and its advisors, shall

not be liable to any Interested Bidder, Prospective Bidder, or Bidder (including the Winning Bidder) in
respect of any failure to (i) disclose or make available any information, documents or data; (ii) amend,
update, or supplement the Bidding Documents or Information Documents; or (iii) provide any information
regarding any inaccuracy, error, omission, defect or inadequacy in the Bidding Documents or Information
Documents.
The issuance of the Bidding Documents or Information Documents does not imply that the DOTr or
MIAA is bound to select a Bidder or to appoint the selected Bidder, as the case may be, for the Project,
and the DOTr and MIAA reserves the right to reject all or any of the Bidders or Bids without assigning
any reason whatsoever.
Each Bidder shall bear all its costs associated with or relating to the preparation and submission of its
Bid, including but not limited to preparation, copying, postage, delivery fees, and expenses associated
with any demonstrations or presentations, which may be required by DOTr or MIAA, or any other costs
incurred in connection with or relating to its Bid. All such costs and expenses will remain with the Bidder
and DOTr and MIAA shall not be liable in any manner whatsoever for the same or for any other costs
or other expenses incurred by a Bidder in the preparation or submission of the Bid, regardless of the
conduct or outcome of the Bidding Process.

Republic of the Philippines
DEPARTMENT OF TRANSPORTATION
MANILA INTERNATIONAL AIRPORT AUTHORITY
NINOY AQUINO INTERNATIONAL AIRPORT (NAIA) PPP PROJECT
INSTRUCTIONS TO BIDDERS
23 August 2023
The Department of Transportation (DOTr) and the Manila International Airport Authority (MIAA) invites
Interested Bidders to submit Bids to rehabilitate, operate optimize, and maintain the Ninoy Aquino
International Airport (NAIA) PPP Project (“Project”) to be implemented through a Rehabilitate-Operate-
Expand-Transfer contractual arrangement. The Project is proposed and shall be implemented in accordance
with Republic Act No. 6957, as amended by Republic Act No. 7718, otherwise known as the Build-Operate-
and-Transfer Law (“BOT Law”) and its October 2022 Revised Implementing Rules and Regulations (IRR).
The project is composed of the following components, among others:
Construction
1. Incorporation of climate adaptation measure for airfield resilience;
2. Rehabilitation of passenger terminals and associated facilities;
3. Rehabilitation of airside facilities (including runways, rapid exit taxiways/RETs, maneuvering
areas, aprons, aircraft parking area, airfield lighting, etc);
4. Development of adequate vehicular parking lots to cater to the public;
5. Development of commercial assets (assets built by the Concessionaire);
6. Development of all utility systems necessary for undertaking the works;
7. Provision of surface access facilities that enables intermodal transfer at the airport;
8. Provision of inter-terminal passenger transfer facilities and services;
9. Connection from the Metro Manila Subway station to NAIA Terminal 3; and
10. Overall uplift and beautification of the airport exterior and interior.
Supply
1. Supply and installation of all required information technology and other equipment for the proper
operation and maintenance of airside and landside activities, as well as utility systems;
2. Supply of communications, navigation, and surveillance (CNS) systems, remote digital tower
system, air traffic control (ATC) system upgrade, and airfield network and fiber upgrades;
3. Supply of emergency equipment; and
4. Supply of buses for boarding transfers.
Operation
1. Operation of passenger terminals and related facilities;
2. Operation of airside facilities (including runways, RETs, maneuvering areas, aprons, aircraft
parking area, airfield lighting, etc); and
3. Operation of Concessionaire O&M facilities and commercial assets.
Maintenance
1. Maintenance of passenger terminal buildings and associated facilities;
2. Maintenance of airside facilities (including runways, RETs, maneuvering areas, aprons, aircraft
parking area, airfield lighting, etc); and
3. Maintenance of communications, navigation and surveillance / air traffic management (CNS/ATM)
equipment.

Capacity Augmentation
This will involve maximizing the utilization of the current airport. It may entail enhancement of
operational efficiencies; use of technology; service level uplift; and expansion of facilities.
These Instructions to Bidders (ITB) provide the procedures and requirements for the preparation and
submission of Qualification Documents and Bid Proposals by Bidders and the evaluation criteria and rules to
be followed by the DOTr and the MIAA in the selection of a Winning Bidder to undertake the Project. The
selection of a Winning Bidder shall be done pursuant to a single-stage public bidding in accordance with
Section 5.71 of the October 2022 Revised IRR of the BOT Law, the applicable provisions of which are deemed
incorporated by reference into these Instructions to Bidders.
SECTION 1: BIDDING PROCESS
1.1 PRE-QUALIFICATIONS, BIDS AND AWARDS COMMITTEE
The Pre-Qualifications, Bids and Awards Committee (PBAC) for the Department of Transportation and
its Attached Agencies’ Co-Granted Public-Private Partnership (PPP) Projects created pursuant to
Department Special Order No. 2023-285 shall administer the Bidding Process for the Project.
1.2 BIDDING DOCUMENTS
1.2.a The Bidding Documents issued by the PBAC shall set out the rules and procedures applicable
to the Bidding Process. They consist of the following documents:
1.2.a(1) these Instructions to Bidders, including its Annexes; and
1.2.a(2) the draft Concession Agreement, including its Schedules.
1.2.b The Concession Agreement and its Schedules will be the principal document/s governing the
relationship between the DOTr, MIAA, and the Concessionaire.
1.2.c In case of conflict among any of the Bidding Documents, the provisions of the Concession
Agreement shall prevail.
1.2.d General Rules of Interpretation
1.2.d(1) In case of ambiguities or discrepancies within these Instructions to Bidders, the

following rules of interpretation shall apply:
(i) between two or more Sections of this ITB, the provisions of a specific Section
relevant to the issue under consideration shall prevail over those in other Sections;
(ii) between the Sections of this ITB and the Annexes, the Sections shall prevail;
1 Section 5.7 - Simultaneous or Single-stage Qualification and Bidding

In the exigency of service, the Agency/LGU Head may opt to do a simultaneous qualification instead of a pre-qualification of
proponents. In case of simultaneous qualification, the publication of the invitation, following the requirements in Section 5.2, shall
be for the submission of qualification requirements and bid proposals. The bidders shall be asked to submit their proposal in three
envelopes; the first envelope - the qualification documents corresponding to the requirements so stated in Section 5.4 herein; the
second envelope - the technical proposal; and the third envelope - the financial proposal. The requirements for bid submission are
covered under Rule 7 of this Revised IRR. The period for the preparation of the qualification documents shall be subsumed under
the time allotted for bid preparation.

(iii) between any two Annexes, the Annex relevant to the issue shall prevail;
(iv) between any value written in numerals and that in words, the latter shall prevail;
and
(v) between the Concession Agreement and any documents in the Virtual Data Room,
the Concession Agreement shall prevail.
1.2.d(2) Unless the context otherwise requires:
(i) “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.
(ii) References to any Annex or Schedule shall be deemed to include references to

such document or agreement as amended, supplemented, novated, varied or
replaced from time to time.
(iii) References to a person include his successors and permitted assigns.
(iv) References to any gender include all genders, and references to the singular
include the plural, and vice versa.
(v) References to Sections or Annexes which do not specify what document they are
referenced to are Sections or Annexes to this ITB.
(vi) Headings are for convenience only and shall not affect the interpretation or
construction of any provision of this Agreement.
(vii) A “day” refers to a calendar day, a “month” refers to a calendar month, and a “year”
refers to a period of time commencing on a particular date and ending on the day
before the anniversary of such date.
1.2.d(3) The rule of construction, if any, that a contract should be interpreted against the party
responsible for the drafting and preparation thereof, shall not apply.
1.3 PARTICIPATION FEE AND VIRTUAL DATA ROOM
The Concession Agreement and certain other documents to provide background information on the
Project (“Information Documents”), will be made available to Prospective Bidders through a Virtual
Data Room upon payment of a Participation Fee of Two Million Seven Hundred Fifty Thousand
Philippine Pesos (Php 2,750,000.00) or Fifty Thousand United States Dollars (USD 50,000.00).
Information and procedures to pay the Participation Fee and access the Virtual Data Room can be
found in Annex VDR-A.
The PBAC may, in its discretion, create a physical data room. Prospective Bidders' access to the VDR
will be subject to such protocols and procedures as the PBAC may notify the Prospective Bidders.
Prospective Bidders may access a physical data room (if any) by providing no less than five (5) calendar
days prior written notice to the PBAC.
The term “Prospective Bidder” in these Instructions to Bidders shall mean a party which has paid the
Participation Fee and complied with other requirements to gain access to the Virtual Data Room.

1.4 INDICATIVE BIDDING SCHEDULE
Table 1 below provides an indicative schedule for the Bidding Process, as follows:
Table 1. Indicative Schedule
Milestone Target date

Release of the Instructions to
Bidders (ITB) and opening of the 23 August 2023
Virtual Data Room (VDR)
Request and Conduct of Site Visits 28 August 2023 – 14 November 2023
Issuance of the Draft Concession
8 September 2023
Agreement (CA)
Conduct of Pre-Bid Conference 22 September 2023
First Round of One-on-One

9-13 October 2023
Meetings with Prospective Bidders
Final Round of One-on-One
6-10 November 2023
Meetings with Prospective Bidders
Deadline for sending queries 20 November 2023
Deadline for PBAC to issue final

Bid Bulletin and final version of 4 December 2023
Concession Agreement
Bid Submission Date 27 December 2023
The PBAC may change the actual schedule at any time, without incurring any liability to the Bidders.
PBAC shall notify Prospective Bidders about the changes in the indicative milestone dates through Bid
Bulletins. All references to dates and times shall refer to Philippine Standard Time (PST).
In the event that the date of the scheduled milestone is a non-working day or work on that day is
suspended by a competent government authority, the deadline for the milestone shall automatically be
rescheduled to the next Business Day, without need for any further notice.
1.5 SUMMARY OF BIDDING PROCESS
The general procedure for the Bidding will be as follows:
1.5.a After the issuance of the ITB and granting of access to the VDR, Prospective Bidders may submit
their queries, comments and clarifications on the Bidding Documents. DOTr and MIAA may
consider these comments in further refining the bidding parameters and the draft Concession
Agreement, including its Schedules.
1.5.b The PBAC shall conduct a Pre-Bid Conference in accordance with Section 1.14 (Pre-Bid
Conference).
1.5.c On the Bid Submission Date, the Bidders shall submit to the PBAC their Qualification Documents
and Bid Proposals in three (3) separate sealed envelopes. The First Envelope shall contain the

Qualification Documents, the Second Envelope shall contain the Technical Proposal, and the
Third Envelope shall contain the Financial Proposal.
1.5.d On the Bid Submission Date, the PBAC shall open the First Envelope and ascertain whether the
same is complete. After the Bid Submission Date, the PBAC shall then evaluate the Qualification
Documents of each Bidder in accordance with Sections 2 (Qualification Requirements) and 4
(Qualification Documents). The PBAC shall determine the qualified and disqualified Bidders and
notify them of the results in accordance with Sections 9.2 and 9.3. Disqualified Bidders shall be
informed of the reasons for their disqualification and their Bid Proposals will be returned
unopened together with their Bid Securities. The Qualified Bidders shall be informed of the date,
time and venue for the opening of the Second Envelope.
1.5.e On the Second Envelope Opening Date, the PBAC shall open the Second Envelope of each
Qualified Bidder and ascertain whether the same is complete and accompanied by the required
Bid Security. After the Second Envelope Opening Date, the PBAC shall then evaluate the
Technical Proposal of each Qualified Bidder in accordance with Section 5.1 (Technical Proposal).
The PBAC shall determine which of the Technical Proposals comply with the evaluation criteria
and notify the Qualified Bidders of the results of the evaluation. Qualified Bidders with “Non-
Complying” Technical Proposals shall be informed of the reasons why their Technical Proposals
were found to be “Non-Complying” and their Financial Proposals will be returned unopened
together with their Bid Securities. The Qualified Bidders whose Technical Proposals meet the
evaluation criteria and are rated as “Complying” shall be informed of the date, time and venue
for the opening of the Third Envelope in accordance with Section 10.1.
1.5.f On the Third Envelope Opening Date, the PBAC shall compare the Bid Amounts submitted by
the Qualified Bidders with “Complying” Technical Proposals. The PBAC shall rank the Bid
Amounts in accordance with Section 10.2.d and determine the Bidder who submitted the Best
Bid. The PBAC shall recommend to the DOTr Secretary the award of the Project to such Bidder.
1.5.g The DOTr Secretary shall issue the Notice of Award to the Qualified Bidder with a Complying
Technical Proposal who submitted the Best Bid.
1.5.h The Winning Bidder must indicate its written conformity to the Notice of Award as well as its
commitment to comply with the Post-Award Requirements and enter into a Concession
Agreement with DOTr and MIAA.
1.6 REVISIONS AND CLARIFICATIONS TO THE BIDDING DOCUMENTS
The PBAC reserves the right to amend, revise, modify, or clarify any section of the Bidding Documents
at any stage of the Bidding Process. Such amendments, revisions, modifications, or clarifications, if
any, shall be communicated through the issuance of bid bulletins by the PBAC which will be made
available through the VDR. Upon the issuance of a bid bulletin, the same shall automatically be
incorporated into and made an integral part of the relevant Bidding Document. It shall be the
responsibility of the Bidder to be informed about the issuance of such bid bulletins; failure of which shall
constitute a waiver of its right to be informed thereof.
1.7 RESPONSIBILITIES OF BIDDERS
1.7.a Notwithstanding any information given in the Bidding Documents, Information Documents and
any additional communications from the DOTr, the MIAA, or the PBAC, including any notices and
bid bulletins, it is the sole responsibility of each Bidder to:
1.7.a(1) be fully acquainted with the requirements, terms, and conditions of the Bidding
Process;

1.7.a(2) examine all of the Bidding Documents and Information Documents and verify the
correctness, accuracy, completeness, and reliability of the information contained in
these documents;
1.7.a(3) familiarize itself with all the applicable laws and administrative issuances and
regulations of the Philippines, whether national or local, that may affect the Bidding
Process and the Project; and
1.7.a(4) determine and satisfy itself, at its own cost and risk, and by such means as it considers
necessary and desirable, as to all matters pertaining to the execution of the Project,
including but not limited to the location and nature of the Project; the terrain, geological,
meteorological, and hydrological conditions; existing works and plans for future works
in the area; existing and planned above ground and sub-level utilities; easements;
existing or threatened legal disputes or issues; environmental and social concerns and
issues; the requirement and availability of labor, materials, equipment, aggregate
sources, water, power, roads, communications and other relevant factors; resource
requirements; traffic and ridership projections; the financial viability of the Project; and
risks and contingencies that may affect the cost, duration, execution and completion
of the Project.
1.7.b The Bidders (including any Consortium Members or Affiliates), the Winning Bidder and the
Concessionaire shall not be entitled to and shall not make any claim against the DOTr, MIAA, or
any other associated party, whether on the basis of contract, quasi-delict or delict, for damages,
extensions of time or payments on the grounds:
1.7.b(1) of any misunderstanding or misapprehension in respect of the Bidding Documents or

Information Documents; or
1.7.b(2) that incorrect or insufficient information relating to the Bidding Documents and/or
Information Documents was given to them by the DOTr, MIAA, or any other associated
party.
1.7.c By submitting its Bid, a Bidder shall be presumed to have fully examined and accepted all of the
terms and conditions provided in all of the Bidding Documents.
1.8 COSTS AND EXPENSES OF PARTICIPATION
Interested parties and Bidders shall bear all costs, liabilities, losses and damages associated with or
resulting from their participation in the Bidding Process. The DOTr and MIAA shall not be held
responsible or liable in any way for any such costs, losses or damages incurred by any Bidder (whether
incurred by it directly or indirectly, or by its advisors, Affiliates or other persons), regardless of the results
of the Bidding Process.
1.9 QUERIES AND COMMENTS ON BIDDING DOCUMENTS
1.9.a A Prospective Bidder may submit queries and/or comments on the Bidding Documents and
Information Documents. All queries and/or comments should be sent via the VDR.
1.9.b Prospective Bidders must submit their queries and/or comments in sets on or before the dates
indicated in Table 1.
1.9.c Prospective Bidders must use the template below (as applicable) for all its queries and
comments. Electronic copies of questions uploaded in the VDR must be sent in both Microsoft
Excel and PDF format.

Date: [Insert date of submission of queries and comments]
Bidder Name: [Insert name of Prospective Bidder]
For queries and comments on the draft Concession Agreement and its Annexes:
Topic Draft CA / Annex Query / Comment Proposed

Revision (if any)
1. [Indicate Section No. /
Annex No.]
Annex No.]
For queries and comments on this ITB and its Annexes:
Topic Instructions to Bidders Query / Comment Proposed

/ Annex Revision (if any)
Annex No.]
Annex No.]
For queries and comments on the Information Documents:
Topic Data Room Document Name of Doc. & Query /

Reference No. Section Ref. Comment
1. [Indicate Data Room
Doc. Reference No.]
2. [Indicate Data Room
Doc. Reference No.]
1.9.e Queries on the Bidding Documents must be concrete or clarificatory, and not purely hypothetical
in nature.
1.9.f The PBAC shall decide which queries it received on the dates specified above should be
responded to and is under no obligation to respond to any of the queries received. Responses
to queries and any modifications to the Bidding Documents will not identify which bidder or party
made the query or request and shall be in writing, through duly issued supplemental notices or
bid bulletins, and shall be sent to all Prospective Bidders. All supplemental notices and bid
bulletins issued by the PBAC shall be deemed part of this ITB and incorporated in and made an
integral part of the relevant Bidding Document.
1.10 OWNERSHIP OF DOCUMENTS
All documents submitted by a Prospective Bidder to the PBAC pursuant to this ITB shall become the
property of the DOTr and MIAA and any information obtained by the DOTr and MIAA from such
documents may be reasonably used by them subject to the confidentiality clause in Section 11
(Confidentiality).
1.11 LANGUAGE AND FOREIGN DOCUMENTS
1.11.a The Bid Proposals and all correspondence and documents relating to the Bidding Documents
and the Bidding Process shall be prepared and written in English. The Bidder’s submitted printed
literature or document in a foreign language shall be accompanied by an English translation duly
certified by a translator stating that the English translation is a complete and accurate translation
of the original document. The Philippine Consular office having jurisdiction over the place where
the translator’s certification is issued shall authenticate or apostille such certification. Supporting
materials, which are not translated into English, may not be considered. In case of conflict, the
English translation shall prevail.
1.11.b If a foreign authority issued the document, the Bidder should also submit a certified true copy of
such document, in addition to the authentication/apostille certificate by the relevant Philippine
consular official referred to in Section 1.11.b.
1.11.c If the document is a foreign law or regulation, the Bidder need only submit a copy of the
applicable excerpt of such law or its translation with a citation of its source, without need of
submitting a copy of the entire law, unless subsequently required by the PBAC. For this purpose,
the Bidder should submit (a) a certified true copy of such excerpt issued by the competent
government authority, or (b) a certification from the embassy or the consular office of the
relevant foreign country in the Philippines that such excerpt is an accurate copy of the foreign
law.
1.11.d All certified statements, regardless of the place of execution, must be notarized. For documents
issued or executed outside of the Philippines, notarization made separately before a notary
public, civil officer, or other person authorized under foreign law to administer oaths or to
authenticate/apostille signatures shall be allowed, provided that the notarized documents must
be authenticated before a Philippine consular official at the relevant Philippine consulate or
apostilled at the relevant Apostille Office.
1.11.e For each instance in this ITB where authentication by a Philippine consular official is required,
the form, including language, of the authentication shall be subject to the forms and rules
applicable in the relevant Philippine office.
1.11.f For purposes of exigency, the Bidder may submit a photocopy of the unauthenticated foreign
document accompanied by a copy of the official receipt for payment of fees for the
consularization / apostille of the foreign document, provided that the Bidder shall comply with
Section 12.2.m should it be selected as the Winning Bidder.
1.12 WAIVER OF RIGHTS
By participating in the Bidding Process, Bidders thereby waive any right they may have:
1.12.a to pursue previously submitted unsolicited proposals on the same Project or covering
components of this Project, without prejudice to the right of such bidder to later submit an
unsolicited proposal if the Project is not awarded as a result of this Bidding Process; and
1.12.b to seek and obtain a writ of injunction or prohibition or restraining order against the DOTr, MIAA,
or the PBAC to prevent or restrain the holding of a bidding or any proceedings related thereto,
the negotiation, award and execution of the contract to the Winning Bidder, and the carrying out
of the awarded Concession Agreement. Such waiver shall, however, be without prejudice to the
right of a disqualified or losing Bidder to question the lawfulness of its disqualification or the
rejection of its Bid by appropriate administrative or judicial processes not involving the issuance
of a writ of injunction or prohibition or restraining order.
1.13 SITE VISITS
1.13.a Prospective Bidders may request up to three (3) Project site visits beginning 28 August 2023
until 17 November 2023. Requests for site visit must be made by the Prospective Bidder through
the VDR and at least three (3) days prior to its proposed date for the site visit.

1.13.b The proposed schedule for the site visit shall be confirmed by the PBAC through the VDR.
Further details and protocols shall be provided by the PBAC via a bid bulletin to be issued to all
Bidders.
1.14 PRE-BID CONFERENCE
1.14.a The PBAC shall conduct a Pre-Bid Conference on the date indicated in Table 1. The purpose of
the Pre-Bid Conference is to clarify any part of the Bidding Documents and/or the Bidding
Process and to answer any relevant questions from Interested Bidders and Prospective Bidders
regarding the Bidding Documents, or such other relevant issues that Interested Bidders and
Prospective Bidders may raise. The details of the Pre-Bid Conference are as follows:
Date: 22 September 2023

Time: 3:00 pm Manila time
Venue: Hybrid2 with physical location to be announced at a later time through a bid
bulletin and the websites of the Department of Transportation and the Manila
International Airport Authority.
1.14.b No provisions, terms, or conditions in the Bidding Documents shall be modified by statements
made at the Pre-Bid Conference unless these are made in writing and contained in a bid bulletin
issued by the PBAC. A summary of the pre-bid conference proceedings shall be issued to all
Prospective Bidders. Attendance at the pre-bid conference is not mandatory.
1.14.c The PBAC shall arrange for one-on-one meetings with Bidders during the periods indicated in
Table 1, with the specific procedures dates to be announced through a bid bulletin. A Bidder
scheduled for a one-on-one meeting is requested to submit its questions and/or comments at
least three (3) days prior to such meeting, following the same procedures indicated in Section
1.9. No provision, term, or condition in the Bidding Documents shall be modified by statements
made during these meetings unless these are made in writing and contained in a bid bulletin
issued by the PBAC.
SECTION 2: QUALIFICATION REQUIREMENTS
To qualify to bid for the Project, Bidders must comply with all the Legal Qualification Requirements, Technical
Qualification Requirements and Financial Capability Qualification Requirements provided in this Section.
2.1 LEGAL QUALIFICATION REQUIREMENTS
2.1.a If the Bidder is a partnership, corporation or any other juridical entity - in case of Philippine
partnerships, or corporations created pursuant to the Corporation Code of the Philippines, such
partnerships or corporations must be registered in the Philippines with the Philippine Securities
and Exchange Commission (SEC), or in case of foreign partnerships, corporations, or other
juridical entities, the appropriate government agency in the foreign country where the foreign
entity was registered for recognition or creation of its juridical personality or capacity.
2.1.b If the Bidder is a Consortium whose members are partnership(s), corporation(s) or any other
juridical entity(ies) - in case of Philippine partnerships, or corporations created pursuant to the
Corporation Code of the Philippines, such partnerships or corporations must be registered in the
Philippines with the SEC or in case of foreign partnerships, corporations, or other juridical entities,
the appropriate government agency in the foreign country where the foreign entity was registered
2
Face-to-face with simultaneous videoconferencing.
for recognition or creation of its juridical personality or capacity (each person or entity forming
part of the consortium, a “Consortium Member”).
2.1.c The Bidder in the case of Section 2.1.a, and each Consortium Member in the case of Section
2.1.b, must certify that it and its Affiliates whose projects and experience are being submitted as
evidence of fulfillment of the requirements in this Section have no Unsatisfactory Performance
Record, as per the format provided in Annex QD-5.
2.1.d An Airline-Related Entity can participate in the Bid subject to the following:
2.1.d(1) If the Bidder is a partnership, corporation or any other juridical entity, the Bidder itself
or its Affiliate cannot be an Airline-Related Entity.
2.1.d(2) If the Bidder is a Consortium and any Consortium Member or such Consortium
Members' Affiliates is an Airline-Related Entity, then such Consortium Member cannot
own or be proposed to own more than thirty-three percent (33%) interest in such
Consortium.
2.1.d(3) If more than one (1) Consortium Member is an Airline-Related Entity, then such
Consortium Members cannot comprise or be proposed to own an aggregate of more
than thirty-three percent (33%) interest in such Consortium.
2.1.e The Bidder, in case of a partnership, corporation or any other juridical entity, or each Consortium
Member, in case of a Consortium, which is not an Airline-Related Entity, must certify that it is not
an Airline-Related Entity, as per the format provided in Annex QD-2A.
2.1.f A GCR entity can participate in the Bid subject to the following:
2.1.f(1) If the Bidder is a partnership, corporation or any other juridical entity, the Bidder itself
or its Affiliate cannot be a GCR Entity.
2.1.f(2) If the Bidder is a Consortium and any Consortium Member or such Consortium
Members’ Affiliates is a GCR Entity, then such Consortium Member cannot own or be
proposed to own more than twenty percent (20%) interest in such Consortium.
2.1.f(3) If more than one (1) Consortium Member is a GCR Entity, then such Consortium
Members cannot comprise or be proposed to own an aggregate of more than twenty
percent (20%) interest in such Consortium.
2.1.g The Bidder, in case of a partnership, corporation or any other juridical entity, or each Consortium
Member, in case of a Consortium, which is not a GCR Entity, must certify that it is not a GCR
Entity, as per the format provided in Annex QD-2B.
2.2 TECHNICAL QUALIFICATION REQUIREMENTS
2.2.a To qualify to bid for the Project, the Bidder must meet the following technical requirements:
● Development Experience
● Operations and Maintenance Experience.
2.2.b Bidders must provide supporting documents, whenever applicable, as per the formats provided
in Annexes QD-6 to QD-12, as evidence for meeting the technical requirements.
2.2.c The Bidder is allowed, but not required, to nominate the same entity to fulfill the Development
Experience and Operation & Maintenance Experience, subject to the qualifications under Section
2.2.e and Section 2.2.f, respectively. If the Bidder nominates the same entity to fulfill the
Development Experience and Operation & Maintenance Experience, such entity may cite the
same project to fulfill the qualification requirements for both the Development Experience and
Operation & Maintenance Experience.
2.2.d Nothing in this ITB shall preclude different Bidders from citing the same project as reference to
fulfill the qualification requirements for Development Experience and Operation & Maintenance
Experience, so long as it is able to comply with the documentation requirements under Section
4 (Qualification Documents).
2.2.e Development Experience
2.2.e(1) The Bidder must have been an owner or concessionaire of an airport for which capital
costs incurred was at least Ten Billion Pesos (PhP 10 Billion) or its peso
equivalent, cumulative, in historical prices over the Eligible Period. The Bidder
may have owned or been the concessionaire for the airport for less than ten (10) years
within the Eligible Period, as long as at least Ten Billion Pesos (PhP 10 billion) in capital
cost was incurred during the time the Bidder owned or was the concessionaire for the
airport.
2.2.e(2) For purposes of this Section 2.2.e, an “airport owner” or “airport concessionaire” shall
refer to the entity that undertook the overall responsibility for the development of the
airport, or a company having equity interest of at least twenty-five (25%) in that entity.
2.2.e(3) The entity which fulfills the Development Experience requirement may be:
(i) If the Bidder is a partnership, corporation or any other juridical entity, the Bidder
itself or its Affiliate; or
(ii) If the Bidder is a Consortium, a Consortium Member having at least twenty-five

percent (25%) interest in the Consortium, or such Consortium Member’s Affiliate.
2.2.e(4) To satisfactorily establish its claim, the entity whose Development Experience is being
submitted to fulfill this requirement – whether the Bidder or a Consortium Member or
any of their Affiliates – should submit:
(i) Details of the project being submitted as reference to fulfill the entity’s
Development Experience, following the format in Annex QD-6;
(ii) A certificate from the corporate secretary of the entity nominated to fulfill the
Development Experience requirement, following the format provided in Annex
QD-7A; and
(iii) A certificate on the Detail of Development Experience following the format

provided in Annex QD-7B.
2.2.e(5) The entity whose experience is being submitted in fulfillment of this requirement must
certify that it has no Unsatisfactory Performance Record as per the format provided in
Annex QD-5.
2.2.f Operations & Maintenance (O&M) Experience
2.2.f(1) The Bidder must have expertise and experience in having undertaken the operation
and maintenance of an International Airport for a period of at least three (3)
consecutive calendar years anytime within the Eligible Period, with such International
Airport having handled an Annual Passenger Throughput of at least twenty-five (25)
million passengers per annum of which at least 10 million passengers per
annum were international passengers.
2.2.f(2) For purposes of this Section 2.2.f, operating and maintaining an airport means
managing the day-to-day operations of the airport (landside and airside), dealing with
relevant government authorities, investing and maintaining the related infrastructure
(landside and airside), A ground handling operator is not considered as an entity that
“operates and maintains” an airport, since it only provides services to airlines.
2.2.f(3) The entity whose experience is being submitted to fulfill the O&M Experience
requirement may either be:
(i) A third party designated to operate and maintain the airport; or
(ii) An entity with an equity interest of at least 10% in the entity that operated and
maintained the airport.
2.2.f(4) The entity which fulfills the O&M Experience requirement may be:
(i) If the Bidder is a partnership, corporation or any other juridical entity, the Bidder
itself or its Affiliate;
(ii) If the Bidder is a Consortium, a Consortium Member having at least ten percent
(10%) interest in the Consortium, or such Consortium Member’s Affiliate; or
(iii) A Designated Operator. A Designated Operator whose O&M Experience is being

submitted to fulfill this requirement cannot be nominated by more than one Bidder.
2.2.f(5) The entity whose O&M Experience is being submitted to fulfill this requirement cannot
be an operator of any of the Greater Capital Region (GCR) airports, namely: (i) Clark
International Airport, (ii) New Manila International Airport, and (iii) Sangley Point
International Airport.
2.2.f(6) To satisfactorily establish its claim, the entity whose O&M Experience is being
submitted to fulfill this requirement – whether the Bidder or a Consortium Member or
any of their Affiliates or the Designated Operator – should submit:
(i) Details of the project being submitted as reference to fulfill the entity’s O&M
Experience, following the format in Annex QD-9;
(ii) If the entity fulfilling the O&M requirement is not itself a third party previously
designated to operate and maintain an airport, a certificate from its corporate
secretary, following the format provided in Annex QD-11A; and
(iii) A certificate on the Details of Operation and Maintenance Experience, following

the format provided in Annex QD-11B.
2.2.f(7) The entity whose O&M Experience is being submitted to fulfill this requirement must
certify that it has no Unsatisfactory Performance Record as per the format provided in
Annex QD-5.
2.2.g Qualified Key Personnel
The Bidder and/or the Consortium Members must have, among them and their Affiliates’
collective personnel, the required qualifications and experience described below.

Sr. Experience Required Minimum Years
No. of Experience
1 At least (1) person previously in a senior management level role 15 years of airport /
responsible for the management of the operation of an airport for aviation industry
a period of at least three (3) calendar years. The passenger experience
throughput of the airport shall be at least ten (10) million
passengers per annum during the Eligible Period.
2 At least one (1) person previously in a senior management level 15 years of airport /
role responsible for the management of repairs and maintenance aviation industry
of an airport for a period of at least three (3) calendar years. The experience
passenger throughput of the airport shall be at least ten (10)
million passengers per annum during the Eligible Period.
3 At least one (1) person responsible for client-side delivery of a 15 years of

complex multi-year portfolio or program of projects that included construction and/or
the airport, design and construction projects at an airport with a airport / aviation
throughput of at least ten (10) million passengers per annum industry experience
during the Eligible Period.
4 At least one (1) person who will be responsible for the 15 years of industry
commercial development and marketing of the Airport, who has experience
experience in commercial leasing and management.
5 At least one (1) person responsible for project management (as 15 years of air traffic
a client, consultant, or contractor) for more than three air traffic management or
management related projects within the Eligible Period. complex information
technology industry
experience
6 At least one (1) person responsible for the preparation of an 15 years of airport
airport master plan (as a client or consultant) for more than 2 planning or airport /
airports each with a throughput of at least 10 million passengers aviation industry
within the Eligible Period. This person shall also have experience experience
of complex terminal airport planning including the management
of terminal stimulation.
7 At least one (1) person responsible (as a client, consultant, or 15 years of

contractor) for delivery of a complex multi-year portfolio or information
program of information technology system projects at an airport technology or airport
with a throughput of at least 10 million passengers per annum / aviation industry
during the Eligible Period. experience
2.2.g(1) In order to meet the qualifications and experience required in Section 2.2.e, a Bidder
may propose persons who are or will be employed or engaged, including external
personnel, by the Bidder itself, a Consortium Member, or any of their Affiliates. The
Bidder must propose at least one (1) person, and a maximum of three (3) persons, for
each of the above key personnel. Each of the above key personnel qualifications must
be met by different individuals.
2.2.g(2) Any person nominated by a Bidder to fulfill any of the required qualifications as a Key
Personnel may be nominated by another Bidder for the same or a different Qualified
Key Personnel position.
2.2.g(3) In the event that it is selected as the Winning Bidder, a Bidder must undertake to assign
these key personnel to implement the Project.
2.2.g(4) In case any of these key personnel is no longer available or no longer connected with
the Bidder at the time of implementation by the Winning Bidder of the Project, they
may be replaced as provided in the Concession Agreement.
2.2.g(5) The person whose experience is being submitted in fulfillment of this requirement must
certify that s/he has no Unsatisfactory Performance Record, as per the format provided
in Annex QD-13.
2.3 FINANCIAL QUALIFICATION REQUIREMENTS
2.3.a To be financially qualified to bid for the Project, a Bidder must meet the following Financial
Qualification Requirements:
2.3.a(1) A Bidder must have [i] a Net Worth of at least Twenty Billion Pesos (PhP 20.0
billion), or its foreign currency equivalent,3 as of the Bidder’s latest audited financial
statements, which must be for a financial year ending not earlier than 31 December
2022, or [ii] a Set-Aside Deposit equivalent to the same amount. In case of a
Consortium, the Net Worth of Consortium Members who have an equity share of at
least twenty-five percent (25%) each in the Consortium may be added together.
2.3.a(2) It is anticipated that the Bidder will need to arrange for funding the estimated cost of
the Project using a combination of debt and equity. The Bidder shall provide a letter
testimonial from a domestic universal/commercial bank or an international bank
authorized by the Bangko Sentral ng Pilipinas (BSP) to transact in the Philippines
attesting that the Bidder and/or members of the Consortium are banking with them,
and that they are in good financial standing and are qualified to obtain credit
accommodations from such banks to finance the Project. For guidance, Bidders may
make reference to the BSP’s list of universal and commercial banks at:
https://www.bsp.gov.ph/SitePages/FinancialStability/DirBanksFIList.aspx
2.3.b The entity or entities which fulfill the Financial Qualification requirements may be:
2.3.b(1) If the Bidder is a partnership, corporation or any other juridical entity, the Bidder itself,
or its Parent Company; and
2.3.b(2) If the Bidder is a Consortium: a Consortium Member or Members , each with at least
twenty-five per cent (25%) equity interest in the Consortium, or such Consortium
Member or Members’ Parent Companies.
2.3.c Each entity which is proposed to meet the Financial Qualification Requirement must also submit
a Certification of Absence of Unsatisfactory Performance Record, as per the format provided in
Annex QD-5, but only in relation to the last two paragraphs of the definition of “Unsatisfactory
Performance” which deal with:
2.3.c(1) inclusion in a blacklist, current as of the Bid Submission Date, issued by any
governmental agency of the Philippines or in the Debarred and Cross-Debarred Firms
& Individuals list of major international financial institutions such as, but not limited to,
3 Exchange rate for the purpose of converting values in other currencies to Philippine Pesos will be the exchange rate specified by
the Bangko Sentral ng Pilipinas on the date of the balance sheet submitted in the audited financial statements.
the World Bank, European Bank for Reconstruction and Development, Asian
Development Bank, Inter-American Development Bank, African Development Bank
Group, and the Asian Infrastructure Investment Bank, whether as an individual
contractor, partnership, corporation, or any other juridical entity, or as a member of a
joint venture or consortium; and
2.3.c(2) involvement in any Corrupt, Fraudulent, Coercive, Undesirable, or ,Restrictive Practice

or having Conflicts of Interest.
SECTION 3: BID PROPOSAL REQUIREMENTS
3.1 TECHNICAL PROPOSAL REQUIREMENTS
The Technical Proposal of the Qualified Bidder must comply with all of the requirements provided in
Section 5.1 (Technical Proposal). The Technical Proposal of the Qualified Bidder shall be rated as
“Complying” if all the requirements under Section 5.1 (Technical Proposal) have been complied with;
otherwise, the Technical Proposal shall be rated as “Non-Complying”. All Bidders whose Technical
Proposals have been rated as “Complying” shall be considered on equal footing insofar as their
Technical Proposals are concerned.
3.2 FINANCIAL PROPOSAL REQUIREMENTS
The Financial Proposal of the Qualified Bidder with a Complying Technical Proposal must comply with
all of the requirements provided in Section 5.2 (Financial Proposal). In addition, it must be consistent
with the Bidder’s Technical Proposal.
SECTION 4: QUALIFICATION DOCUMENTS (FIRST ENVELOPE)
On the Bid Submission Date, the Bidder must submit the First Envelope consisting of the following
Qualification Documents, using the relevant forms indicated in this Section:
4.1 Checklist of Qualification Documents, using the form in Annex QDC.
4.1 Bid Letter, using the form in Annex QD-1.
4.2 Notarized Certification of Not Being an Airline-Related Entity, using the form in Annex QD-2A.
4.3 Notarized Certification of Not Being a GCR Entity, using the form in Annex QD-2B.
4.4 Business Structure, using the form in Annex QD-3A for partnerships or corporations, or Annex QD-3B
for Consortia.
4.4.a The Business Structure must indicate the entities that fulfill the Technical Qualification
Requirements and the Financial Capability Qualification Requirements, and any Affiliates of
these entities whose projects, experience, or financial capabilities are being submitted to comply
with such Qualification Requirements.
4.4.b For Consortia, the Business Structure must indicate the Lead Member and all Consortium
Members, the proposed equity interest of each Consortium Member in the Consortium, and the
total percentage interest of all Consortium Members in the Consortium which must sum up to
one hundred percent (100%).
4.4.c If an Affiliate will be used to comply with any of the Technical Qualification Requirements or the
Financial Qualification Requirements, evidence of affiliation must be submitted.
4.5 Basic Information Sheet, using the form in Annex QD-4.
4.4.a The Basic Information Sheet must be submitted for all entities identified in the Business Structure.
4.4.b For each entity in the Business Structure, the following attachments must also be submitted:
4.4.b(1) Certified true copy of its latest General Information Sheet (GIS), stamped “received”
by the SEC or for a foreign entity, the equivalent document submitted to and
acknowledged by the appropriate government agency equivalent to the SEC in the
foreign country where the foreign entity was registered for creation or recognition of its
juridical personality or capacity. The certified true copies may be issued by either the
SEC or its equivalent in a foreign country, or the entity’s corporate secretary. If it is
issued by the entity’s corporate secretary, the certification must be under oath and
notarized.
4.4.b(2) Certified true copy of its SEC Certificate of Incorporation or for a foreign entity, the
equivalent document submitted to and acknowledged by the appropriate government
agency equivalent to the SEC in the foreign country where the foreign entity was
registered for creation or recognition of its juridical personality or capacity. The certified
true copy of the SEC Certificate of Incorporation, or the equivalent document for a
foreign entity, must be issued by the SEC or its equivalent in a foreign country.
4.4.b(3) Certified true copy of its Articles of Incorporation and By-Laws or for a foreign entity,
the equivalent document submitted to and acknowledged by the appropriate
government agency equivalent to the SEC in the foreign country where the foreign
entity was registered for creation or recognition of its juridical personality or capacity.
The certified true copy of the Articles of Incorporation and By-Laws may be issued
either by the SEC or its equivalent in a foreign country, or by the entity’s corporate
secretary. If the certified true copies are issued by the entity’s corporate secretary, the
certification must be under oath and notarized.
4.5 Notarized Certification of Absence of Unsatisfactory Performance Record, using the form in Annex
QD-5. The Notarized Certification of Absence of Unsatisfactory Performance Record must be
submitted for all entities identified in the Business Structure.
4.6 Development Experience, using the form prescribed in Annex QD-6.
4.6.a This document must be submitted by the entity which fulfills the Development Experience, as
identified in the Business Structure.
4.6.b The following attachments must also be submitted for each project cited as reference:
4.6.b(1) Certificate for Establishing Shareholding in an Airport Concessionaire using the form
prescribed in Annex QD-7A.
4.6.b(2) Certificate on the Details of Development Experience using the form prescribed in
Annex QD-7B.
4.6.b(3) If the project was completed by an Affiliate of the entity which fulfills the Development
Experience Requirement, evidence of such affiliation using the form prescribed in
Annex QD-8.
4.7 Operations & Maintenance Experience using the form prescribed in Annex QD-9.
4.7.a To be submitted by the entity which fulfills the Operations & Maintenance Experience
Requirement, as identified in the Business Structure.
4.7.b The following attachments must also be submitted for each project cited as reference:
4.7.b(1) Certificate for Establishing Shareholding in an Entity that Operated & Maintained an
Airport using the form prescribed in Annex QD-11A.
4.7.b(2) Certificate on the Details of Operations & Maintenance Experience from an Authorized
Issuer using the form prescribed in Annex QD-11B.
4.7.b(3) If the project was completed by an Affiliate of the entity which fulfills the Operations &
Maintenance Experience Requirement, evidence of such affiliation using the form
prescribed in Annex QD-8.
4.7.c Notarized Statement of Capacity to Undertake the Operation & Maintenance Requirements of
the Project, and Commitment to Enter into an Agreement with the Concessionaire to Undertake
the Operation & Maintenance Requirements of the Project, using the form in Annex QD-10.
This must be submitted by the entity nominated by the Bidder as the Designated Operator, as
identified in the Business Structure.
4.8 List of Qualified Key Personnel using the form prescribed in Annex QD-12.
4.8.a Notarized Certification of Absence of Unsatisfactory Performance Record for all Qualified
Personnel, using the form prescribed in Annex QD-13.
4.8.b Notarized Statement of Capacity to Undertake the Qualified Key Personnel Requirements of
the Project, using the form prescribed in Annex QD-14.
4.9 Notarized Statement of Financial Qualification using the form prescribed in Annex QD-15.
4.9.a To be submitted by the entity or entities which fulfill the Financial Qualification Requirements,
as identified in the Business Structure.
4.9.b Required attachments:
4.9.b(1) Certified True Copy of the latest audited financial statements, which must be dated
not earlier than 31 December 2022, stamped “received” by the Bureau of Internal
Revenue, or for foreign entities, the appropriate government agency equivalent to
the Bureau of Internal Revenue in the foreign country where the foreign entity was
registered for recognition or creation of its juridical personality or capacity.
4.9.b(2) A letter testimonial from a domestic universal/commercial bank or an international

bank authorized by the BSP to transact in the Philippines or any international bank
recognized by the BSP attesting that the Bidder or Consortium Members, or their
Affiliates, as the case may be, are banking with them, and that they are in good
financial standing and are qualified to obtain credit accommodations from such banks
to finance the project.
4.9.b(3) If the financial qualification of the Parent Company is used to fulfill this requirement,
evidence of such affiliation using the form prescribed in Annex QD-8.
4.10 Notarized Application to Participate in the Bidding to be submitted by the Bidder using the form
prescribed in Annex QD-16.
4.11 Notarized Corporate Authorizations and Designation of Authorized Representative:

4.11.a If the Bidder is a partnership or corporation, it must submit a Notarized Authority to Participate
in the Bidding and Designation of Authorized Representative, using the form in Annex QD-
17A.
4.11.b If the Bidder is a Consortium, each Consortium Member must submit a Notarized Authority to
Participate in the Consortium and in the Bidding, and Designation of Lead Member and
Authorized Representative of the Consortium, using the form in Annex QD-17B.
SECTION 5: BID PROPOSALS
5.1 TECHNICAL PROPOSAL (SECOND ENVELOPE)
On the Bid Submission Date, the Bidder must submit its Technical Proposal in the Second Envelope
consisting of the following Documents, using the relevant forms indicated in this Section:
5.1.a Checklist of Technical Proposal Documents, using the form in Annex TPC.
5.1.b Bid Security, as described in Section 7.1 (Form of Bid Security), using the form in Annex TP-1
without modification;
5.1.c Technical Proposal comprising of:
5.1.c(1) Notarized statement from the Authorized Representative of the Bidder, using the form
in Annex TP-2, confirming submission of all required Annexes under the Technical
Proposal; and
5.1.c(2) Annexes TP-3 to TP-4 including all the sub-annexes.
5.2 FINANCIAL PROPOSAL (THIRD ENVELOPE)
On the Bid Submission Date, the Bidder must submit its Financial Proposal in the Third Envelope
consisting of the following Documents, using the relevant forms indicated in this Section:
5.2.a Checklist of Financial Proposal Documents, using the form in Annex FPC.
5.2.a Bidder’s Financial Proposal which should indicate its Bid Amount, which shall be Government’s
percentage share of Gross Revenue, excluding Passenger Service Charge (PSC) Revenues,
as defined in Annex FP-1, and on top of the following: [1] an upfront payment to MIAA in the
amount of Thirty Billion Pesos (PhP 30,000,000,000) to be paid post-award but prior to
contract signing, and [2] a fixed annuity payment to MIAA in the amount of Two Billion Pesos
(PhP 2,000,000,000) to be paid annually.
5.2.b The Bid Amount must be expressed in percent, stated in both words and figures, which shall be
indicated up to two (2) decimal points using the form in Annex FP-1, and if there is a discrepancy
between the words and figures, the amount in words shall prevail.
5.2.c An electronic working copy of its fifteen (15) plus ten (10) -year financial model on a Universal
Serial Bus (USB), in editable Microsoft Excel format, with all relevant linkages to projected
passenger traffic, estimated project cost, sources of financing, sources of revenue, operating
costs, project returns, etc. and attendant detailed assumptions and base data thereto. The
financial model should also clearly identify the Financial Bid finally quoted in the Financial
Proposal. For avoidance of doubt, it is clarified that no information contained in the financial
model will be binding on the Grantors at any stage whatsoever. Non-submission of a working
copy of the financial model will lead to Financial Proposal being rated as “Fail.”
At the minimum, the following information are required to be in the financial model:
1. Project Capital Costs

Mandatory Works
● CAAP/ ATC tower improvement
● Terminal general upgrade and refurbish
● Airfield improvement
● Landside commercial development
● Flood alleviation
● Runway resurfacing
Initial Works
● Airside road improvement
● Car parking expansion
● Terminal improvement
● Roads resurfacing
Replacement Capex
● Maintenance investment
Future Improvement
● Service improvement
2. Annual Traffic Forecast Inputs (values must align with traffic forecast submitted in TP-4B)
Air traffic movements split by domestic and international
Passenger numbers split by domestic and international
Cargo tonnage split by domestic and international
3. Projected Income and Expenses
Revenues
Aeronautical revenue
Passenger Service Charges (PSC)
Landing and Take-off
Aircraft Parking
Aerobridge / Tacking fees
Check-in counter
Other Aeronautical revenues
Non-aeronautical revenue
Duty-free
Commercial Space Rental
Car Parking
Other Non-aeronautical revenues
Expenses
Transition costs (initialization, transaction advisory, independent consultant services)
Operating expenses
Personnel
Maintenance
Utilities
Others
Local business taxes
Real property taxes
Government share in other gross income (exclude PSC revenue)
Other annuity or compensation payments to government (if any)
Debt-related fees (ex. Documentary stamp tax, commitment fees, arrangement fee)
Earnings before Interest Taxes Depreciation and Amortization (EBITDA)
Depreciation and amortization
Earnings before Interest and Taxes (EBIT)
Interest expenses
Earnings before Taxes (EBT)
Income taxes
Net income
3. Projected Balance Sheet
Assets
Current Assets
Cash
Accounts receivable
Other current assets
Noncurrent Assets
Property, plant, and equipment
Intangible assets
Input VAT asset
Other noncurrent assets
Liabilities
Current liabilities
Trade and other payables
Borrowings (current portion)
Other current liabilities
Noncurrent liabilities
Borrowings
Other noncurrent liabilities
Equity
Share capital
Retained Earnings
Total (Short-term and Long-term) Debt / Total Capital Ratio
4. Projected Cash flow Statement
Cash flows from operations
EBITDA
Changes in Working Capital
Taxes
Cash flows from investing
Upfront payment
Investment in Property, Plant, and Equipment (PPE)
Cash flow from financing
Interest expense
Debt drawdown
Debt repayments
Equity contributions
Dividend payment
Net cash flow
Beginning cash balance
Ending cash balance
5. Rates of Return and Cost of Capital
Project IRR and Weighted Average Cost of Capital
(please show calculations to derive the project IRR and breakdown of WACC)
Equity IRR
(please show calculations to derive the equity IRR and compare with cost of equity)
5.2.d Project Financing Plan, using the form in Annex FP-2, which must show that the proposed
financing plan can adequately fund the Works required for the Project and still enable the
Concessionaire to service its debt obligations, fulfill its covenants with its lenders, and realize
a reasonable return on equity, with amounts stated in Philippines Pesos and expressed in
2023 prices.
SECTION 6: VALIDITY OF BIDS

6.1 A Bid shall be valid for a period of not less than one hundred and eighty (180) days from the Bid
Submission Date.
6.2 Right to reject of bids, waive minor defects and terminate the bidding process:
6.2.a The PBAC reserves the right to accept or reject any or all Bids.
6.2.b Provided that a Bid is substantially responsive, the PBAC reserves the right to waive any
nonconformities in the Qualification Documents and Bid Proposals that do not constitute a
material deviation, reservation, or omission, and accept the offer it deems most advantageous
to the Government.
6.2.c At any time prior to the execution of the Concession Agreement by the Concessionaire, the
PBAC or DOTr and MIAA jointly reserve the right not to proceed with the Bidding Process and
the execution of the Concession Agreement, without prior notice or incurring liability, and without
any obligation to give any reason not to proceed.
6.2.d When an extension of validity of Bids is considered necessary, Bidders shall be requested in
writing to extend the validity of their Bids before the expiration date. However, Bidders shall not
be allowed to modify or revise the price or other substance of their Bids. Bidders shall have the
right to refuse to grant such an extension without forfeiting their Bid Security, but those who are
willing to extend the validity of their Bids shall also be required to extend the validity of their bid
securities by twenty-eight (28) days beyond the deadline of the extended bid validity period.
SECTION 7: BID SECURITY
7.1 FORM OF BID SECURITY
The Bid Security required to be submitted as part of the Bid Proposal must be an irrevocable standby
letter of credit in the amount of One Billion Seven Hundred Six Million Pesos (PhP 1,706,000,000.00)
and in the form specified in Annex TP-1 without modification. The letter of credit must be issued by a
domestic universal/commercial bank or an international bank authorized by the BSP to transact in the
Philippines.
7.2 VALIDITY AND PURPOSE
The Bid Security shall remain valid for one hundred eighty (180) days from the Bid Submission Date.
The Bid Security shall guarantee that a Bidder shall comply with all of the terms of this ITB, and if
declared the Winning Bidder, that it shall comply with all of the Post-Award Requirements, execute the
Concession Agreement and that the Project SPC shall thereafter assume and accede to the Concession
Agreement.
7.3 FORFEITURE OF BID SECURITY
The Bid Security shall be forfeited in its entirety in favor of the DOTr and MIAA upon the occurrence of
any of the following events:
7.3.a the Bidder withdraws its Bid Proposal at any time prior to one hundred eighty (180) calendar days
after the Bid Proposal Submission Date;
7.3.b the Bidder, any Consortium Member, or Affiliate of the Bidder, the Winning Bidder (or the Project
SPC it shall form), or any of the officers, employees, agents, or advisers of any of these entities
(i) commits any Corrupt, Fraudulent, Collusive, Coercive, Undesirable or Restrictive Practice, (ii)
has a Conflict of Interest, or (iii) violates the Lock-Up Rules as provided in Section 14, regardless
of the stage of the Bidding Process when the violation existed, was committed, or discovered;
7.3.c the Bidder is disqualified or fails to post-qualify due to a material misrepresentation in any
statement made or document submitted as part of its Qualification Documents or Bid Proposal;
7.3.d the Winning Bidder fails to comply with the Post-Award Requirements within forty-five (45) days
from official receipt by the Winning Bidder of the Notice of Award;
7.3.e the Winning Bidder fails to sign the Concession Agreement within five (5) days from its receipt of
the notice from the DOTr and MIAA that all of the Post-Award Requirements have been complied
with;
7.3.f the Winning Bidder or Concessionaire fails to post the Construction Performance Security on or
before the Signing Date; or
7.3.g other events as described in this Instructions to Bidders and the BOT Law as grounds for
forfeiture of the Bid Security.
7.4 RETURN OF BID SECURITY
7.4.a Bidders who (a) are disqualified, or (b) fail to submit a compliant Technical Proposal or Financial
Proposal for reasons other than those provided in Section 7.3 (Forfeiture of Bid Security) of these
Instructions to Bidders, will have their Bid Security returned to them without interest within ten
(10) days from receipt of written notice of their disqualification.
7.4.b Within ten (10) days after the signing of the Concession Agreement by the Concessionaire, or
one hundred eighty (180) days after the Bid Submission Date, whichever comes earlier, the Bid
Securities of all Bidders whose Bid Securities have not been forfeited or previously returned,
except for that of the Winning Bidder, will be returned without any interest.
7.4.c In cases where extension of validity of Bids becomes necessary, the validity of the Bid Security
shall also be extended twenty-eight (28) days beyond the deadline of the extended Bid validity
period, as indicated in Section 6.2.d.
SECTION 8: PREPARATION AND SUBMISSION OF QUALIFICATION DOCUMENTS AND BID

PROPOSALS
8.1 FORMAT OF SUBMISSION OF QUALIFICATION DOCUMENTS
8.1.a A Bidder must submit its Qualification Documents in the following form:
(i) one (1) complete original set, clearly marked on each page as “QUALIFICATION
DOCUMENTS-ORIGINAL,” numbered continuously, with cascading tabs;
(ii) one (1) set of photocopies, clearly marked on each page as “QUALIFICATION
DOCUMENTS-COPY NO. 1”, with cascading tabs; and
(iii) five (5) readable Universal Serial Bus (USB), each containing electronic files of all of the
Qualification Documents in Portable Document Format (.pdf) and Microsoft Word (.doc)
formats, with the pages arranged in exactly the same sequence as the sequence in the
original set of the Qualification Documents; provided that in the event of any conflict between

the printed (paper) copies and the electronic copies, the original printed (paper) copies shall
prevail.
8.1.b Whenever possible, the Qualification Documents must be printed either in standard A4 paper
and bound together in ring binders or folders of appropriate size. Documents must be paginated
and text must be at least of 12-font size.
8.1.c Each set of the Qualification Documents must be placed in an envelope. The five (5) USBs should
also be placed in an envelope. Each of the two (2) envelopes containing the Qualification
Documents and the envelope containing the five (5) USBs must be sealed and appropriately
addressed and marked as follows:
AND
PRE-QUALIFICATIONS, BIDS, AND AWARDS COMMITTEE OF THE

NINOY AQUINO INTERNATIONAL AIRPORT PUBLIC PRIVATE PARTNERSHIP
PROJECT
QUALIFICATION DOCUMENTS – [ORIGINAL / COPY]
[STATE NAME AND ADDRESS OF BIDDER]
DO NOT OPEN UNTIL [⬤], 2023, at [TIME]
8.1.f If any of the envelopes are not properly sealed and/or marked as instructed above, the PBAC
shall not assume any responsibility for the loss of the Qualification Documents.
8.2 FORMAT OF SUBMISSION OF TECHNICAL PROPOSAL
8.2.a A Bidder shall submit its Technical Proposal (Envelope 2) in the following form:
(i) One (1) complete original set, clearly marked on each page as “TECHNICAL PROPOSAL-
ORIGINAL,” numbered continuously, with cascading tabs;
(ii) One (1) set of photocopies, clearly marked on each page as “TECHNICAL PROPOSAL-
COPY NO. 1”, with cascading tabs; and
(iii) Five (5) Universal Serial Bus’ (USB) each containing electronic files of all the documents
comprising the Technical Proposal in Portable Document Format (.pdf) and Microsoft Word
(.doc) format, except for the Gantt charts required, which shall be in Portable Document
Format (.pdf) and the project planning software that will be used as indicated in Annex TP-
4G, with the pages arranged in exactly the same sequence as the sequence in the original
set of the Technical Proposal; provided that in the event of any conflict between the printed
(paper) copies and the electronic copies, the original printed (paper) copies shall prevail.
8.2.b Whenever possible, the Technical Proposal must be printed either in standard A4 paper and
bound together in ring binders or folders of appropriate size. Documents must be paginated and
text must be at least of 12-font size.
8.2.c Each set of the Technical Proposal must be placed in an envelope. The five (5) USBs should
also be placed in an envelope. Each of the two (2) envelopes containing the Technical Proposal
and the envelope containing the five (5) USBs must be sealed and appropriately addressed and
marked as follows:
AND

NINOY AQUINO INTERNATIONAL AIRPORT PUBLIC PRIVATE PARTNERSHIPS
PROJECT
TECHNICAL PROPOSAL - ORIGINAL
DO NOT OPEN UNTIL [⬤], 2023, at [TIME]
8.2.f If any of the envelopes are not properly sealed and/or marked as instructed above, the PBAC
shall not assume any responsibility for the loss of the Technical Proposal.
8.3 FORMAT OF SUBMISSION OF FINANCIAL PROPOSAL
8.3.a A Bidder shall submit its Financial Proposal (Envelope 3) in the following form:
(i) One (1) complete original copy of the Bid Amount, clearly marked on each page as “BID
AMOUNT-ORIGINAL”;
(ii) One (1) complete original set of the Financial Model and Project Financing Plan, clearly
marked on each page as “FINANCIAL MODEL & PROJECT FINANCING PLAN-
ORIGINAL,” numbered continuously, with cascading tabs;
(iii) One (1) set of photocopies of the Financial Model and Project Financing Plan, clearly marked
on each page as “FINANCIAL MODEL & PROJECT FINANCING PLAN-COPY NO. 1”; and
(iv) Five (5) readable USBs, each containing electronic files of all the documents comprising the
Financial Model and Project Financing Plan, with the Financial Model in Microsoft Excel
format with traceable formulas and the Project Financing Plan in Portable Document Format
(.pdf), with the pages arranged in exactly the same sequence as the sequence in the original
set of the Financial Model and Project Financing Plan; provided that in the event of any
conflict between the printed (paper) copies and the electronic copies, the original printed
(paper) copies shall prevail.
8.3.b Each page of the original set of the Financial Proposal, including any required attachments, shall
be initialed using blue ink on the right margin by the Bidder’s authorized representative as
identified in the form in Annex QD-17A or QD-17B. In case of conflict between the original set
and the photocopies, the original set shall prevail.
8.3.d Whenever possible, the Financial Proposal must be printed either in standard A4 paper and
bound together in ring binders or folders of appropriate size. Documents must be paginated and
text must be at least of 12-font size.
8.3.e The original copy of the Bid Amount must be placed in a sealed envelope and appropriately
addressed and marked as follows:

AND

PROJECT
BID AMOUNT - ORIGINAL
DO NOT OPEN UNTIL [⬤], 2023, at [TIME].
8.3.f Each set of the Financial Model and Project Financing Plan must be placed in an envelope. The
five (5) USBs should also be placed in an envelope. Each of the two (2) envelopes containing
the Financial Model and Project Financing Plan and the envelope containing the five (5) USBs
must be sealed and appropriately addressed and marked as follows:
AND
PRE-QUALIFICATIONS, BIDS AND AWARDS COMMITTEE OF THE

PROJECT
FINANCIAL MODEL & PROJECT FINANCING PLAN-ORIGINAL
DO NOT OPEN UNTIL[⬤], 2023, at [TIME].
8.3.g If any of the envelopes are not properly sealed and/or marked as instructed above, the PBAC
shall not assume any responsibility for the loss of the Financial Proposal.
8.4 FORMAT OF SUBMISSION OF BID
8.4.a The Bidder shall place the original sets of the Qualification Documents (Envelope 1), Technical
Proposal (Envelope 2) and Financial Proposal (Envelope 3), and the USBs containing the
electronic copies, in one outer sealed box marked as follows:

[DEPARTMENT OF TRANSPORTATION
AND
PRE-QUALIFICATIONS, BIDS AND AWARDS COMMITTEE OF THE

PROJECT
BID - ORIGINAL
DO NOT OPEN UNTIL [⬤], 2023], at [TIME]
8.4.b The Bidder shall place each of the sets of photocopies of the Qualification Documents (Envelope
1), the Technical Proposal (Envelope 2) and the Financial Model and Project Financing Plan
(Envelope 3) in one outer sealed boxes, which should be marked as follows:
[DEPARTMENT OF TRANSPORTATION
AND
SPECIAL BIDS AND AWARDS COMMITTEE OF THE

PROJECT
BID – COPY
DO NOT OPEN UNTIL [⬤], 2023], at [TIME]
8.4.c If Bids are not sealed and marked as required, the PBAC shall assume no responsibility for the
misplacement or premature opening of the Bids.
8.5 DEADLINE AND PLACE OF SUBMISSION OF BIDS
8.5.a Bidders shall submit their Bids to:
Pre-Qualifications, Bids, and Awards Committee of Department of Transportation

And
Manila International Airport Authority
For
Ninoy Aquino International Airport PPP Project
Unit 62, 6th Floor, Columbia Tower
Ortigas Avenue, Mandaluyong City
8.5.b The Bids must be submitted on or before 10:00 am of the Bid Submission Date. The time of
submission of Bids shall be determined by reference to Philippine Standard Time as determined
by the Philippine Atmospheric, Geophysical and Astronomical Services Administration and
displayed at the following website: http://www.dost.gov.ph. A Bid submitted outside of the
prescribed time shall not be accepted by the PBAC and such Bidder shall be automatically
disqualified from the Bidding.
8.5.c Each Bid submitted shall be numbered in the order received and stamped with the time of receipt.
In addition, the receipt of Bids shall be recorded in a register in the order of receipt specifying
the date, time and name of the Bidder submitting the same.
SECTION 9: OPENING AND EVALUATION OF QUALIFICATION DOCUMENTS
9.1 Immediately after 10:00 am on the Bid Submission Date, the PBAC will begin the opening proceedings
by announcing the names of the Bidders who have submitted Bids and such other details as the PBAC
may consider appropriate. The PBAC shall then open the First Envelope of each Bidder one at a time,
in the order in which the Bids were received.
9.2 The PBAC shall examine the contents of the First Envelope to determine whether it contains all of the
Qualification Documents required in Section 4 (Qualification Documents First Envelope). If the contents
of the First Envelope are found to be incomplete or non-responsive, the PBAC shall automatically
disqualify the entire Bid, and immediately return the unopened Second Envelope and unopened Third
Envelope to the Bidder concerned.
9.3 Each Bidder may send a representative to witness the opening of the First Envelope. Such
representative shall sign the register confirming his attendance. A Bidder who does not send a
representative to witness the opening of the First Envelope shall be deemed to have waived the
opportunity to witness the opening.
9.4 The PBAC shall evaluate the Qualification Documents over a period of no longer than ten (10) days
from the Bid Submission Date. The detailed evaluation of the compliance by the Bidder with the Legal
Qualification Requirements, Technical Qualification Requirements and Financial Capability
Qualification Requirements for the Project shall be based solely upon the Qualification Documents
submitted.
9.5 The PBAC reserves the right to seek clarification from any Bidder on the form and contents of its
Qualification Documents. The PBAC also reserves the right to make inquiries with any person,
government authority, client organization, Consortium Member, officer, director, employee or other
agent of any Bidder, Consortium Member, or Affiliate of any of these entities for the purpose of clarifying
any matter included in its Qualification Documents. The PBAC shall make all requests for clarification
in writing.
9.6 All submitted information and any clarifications requested by the PBAC shall be assessed against the
criteria for qualification provided in Section 2 (Qualification Requirements) and the documents required
under Section 4 (Qualification Documents) and rated on a “pass-or-fail” basis. The Bidder will be
considered as “qualified” if all Qualification Requirements are rated “passed” and all required
Qualification Documents and attachments are completely submitted in the proper form. The Bidder will
be considered as “disqualified” if any Qualification Requirement is rated “failed” or if any required
Qualification Document or attachment is missing.
9.7 Within five (5) days from the completion of the evaluation of the Qualification Documents, the PBAC
shall notify all Bidders as to whether or not they passed the qualification stage (“Notice of
Qualification”). All Bidders that pass the qualification stage shall be known as “Qualified Bidders.”
9.8 Qualified Bidders shall be informed of the date, time and venue of the Second Envelope Opening Date
and invited to witness the same. Such Bidders may send a representative to observe the opening of
the Second Envelope. Qualified Bidders who do not send a representative are deemed to have waived
the opportunity to witness the opening of the Second Envelope.
9.9 Disqualified Bidders shall be informed of the reason/s for their disqualification.

9.10 The PBAC shall return to the disqualified Bidders their unopened Bid Proposals, unless the ground for
their disqualification was any of the events listed in Section 7.3 (Forfeiture of Bid Security), in which
case the Bid Security shall be forfeited.
9.11 Within fifteen (15) working days from receipt of the “Notice of Disqualification,” a disqualified Bidder may
Appeal its disqualification to the Secretary of the DOTr by filing of a non-refundable appeal fee of Php
Eight hundred fifty three million pesos (Php 850,000,000), which is one-half of one percent (0.5%) of
the project cost as approved by the NEDA Board. The appeal will be resolved following the procedure
laid down in the BOT Law.
SECTION 10: OPENING AND EVALUATION OF BID PROPOSALS
10.1 OPENING OF SECOND ENVELOPE AND EVALUATION OF TECHNICAL PROPOSAL
10.1.a On the Second Envelope Opening Date, the PBAC will begin the opening proceedings by
announcing the names of the Qualified Bidders and such other details as the PBAC may
consider appropriate. The PBAC shall then open the Second Envelope of each Qualified Bidder
one at a time, in the order in which the Bids were received.
10.1.b The PBAC shall examine the contents of the Second Envelope to determine whether it contains
all of the documents required in Section 5.1 (Technical Proposal). If the contents of the Second
Envelope are found to be incomplete or non-responsive, the PBAC shall automatically disqualify
the entire Bid, and immediately return the Bid Security and unopened Third Envelope to the
Bidder concerned.
10.1.c Each Qualified Bidder may send a representative to witness the opening of the Second
Envelope. Such representatives shall sign the register confirming their attendance. Qualified
Bidders who do not send a representative to witness the opening of the Second Envelope shall
be deemed to have waived the opportunity to witness the opening.
10.1.d Over a period of no longer than twenty (20) days from the Second Envelope Opening Date, the
PBAC shall conduct a detailed evaluation of the Technical Proposal of each Bidder based on
the completeness and responsiveness of the following documents to the requirements of
Section 5.1 (Technical Proposal) -
(i) Form of Bid Security (Annex TP-1);
(ii) Notarized Statement for Submission of Technical Proposal (Annex TP-2);
(iii) An Executive Summary of the Bidder’s Technical Proposal (Annex TP-3); and
(iv) Project Execution Analysis (Annex TP-4).
10.1.e To assist in the examination and evaluation of the contents of a Qualified Bidder’s Technical
Proposal, the PBAC may, at its discretion, request such Qualified Bidder to clarify certain
portions of its Technical Proposal. The PBAC shall make all requests for clarification in writing.
Clarifications shall be limited to providing explanations and/or supporting documentation for
information included as part of the Qualified Bidder’s Technical Proposal and shall not include
the submission of additional elements to the Technical Proposal, nor its modification in any way.
Any clarification by the Bidder that is not in response to the request by the PBAC shall not be
considered.
10.1.f If the PBAC determines after its detailed evaluation of the Technical Proposal that the Bidder
has complied with all the requirements for the Technical Proposal in Section 5.1 (Technical
Proposal), the Bidder shall be rated “Complying”, otherwise, it shall rate the Qualified Bidder
as “Non-Complying.”
10.1.g Within five (5) days from the completion of the evaluation of the Technical Proposals, the PBAC
shall notify in writing all the Qualified Bidders as to whether or not their Technical Proposals
were rated as “Complying” or “Non- Complying.”
10.1.h Qualified Bidders with Complying Technical Proposals shall be informed of the date, time and
venue of the Third Envelope Opening Date and invited to witness the same. Such Bidders may
send a representative to observe the opening of the Third Envelope. Qualified Bidders who do
not send a representative are deemed to have waived the opportunity to witness the opening of
the Third Envelope.
10.1.i Qualified Bidders with Non-Complying Technical Proposals shall be informed of the reason/s
why their Technical Proposals were considered as “Non- Complying.”
10.1.j The PBAC shall return to the disqualified Bidders their unopened Financial Proposals and Bid
Securities, unless the ground for their disqualification was any of the events listed in Section 7.3
(Forfeiture of Bid Security), in which case the Bid Security shall be forfeited.
10.1.k Within fifteen (15) working days from receipt of the “Notice of Disqualification,” a disqualified
Bidder may avail of the remedies under Section 9.11.
10.1.l All Bidders whose Technical Proposals were found to be “Complying” shall be considered on
equal footing insofar as the Technical Proposals are concerned. Hence, the Winning Bidder
shall be determined exclusively on the basis of the Bid Amount.
10.2 OPENING OF THIRD ENVELOPE AND EVALUATION OF FINANCIAL PROPOSAL
10.2.a On the Third Envelope Opening Date, the PBAC will begin the opening proceedings by
announcing the names of the Qualified Bidders with Complying Technical Proposals and such
other details as the PBAC may consider appropriate. The PBAC shall then open the Third
Envelope of each Qualified Bidder one at a time, in the order in which the Bids were received.
10.2.b The PBAC shall evaluate the Financial Proposal of each Qualified Bidder with a Complying
Technical Proposal based on the completeness and responsiveness of the following documents
to the requirements of Section 5.2 (Financial Proposal) -
(i) Bid Amount (Annex FP-1); and
(ii) Project Financing Plan (Annex FP-2).
10.2.c If the contents of the Third Envelope are found to be incomplete or non- responsive, the PBAC
shall automatically disqualify the entire Bid, and immediately return the Bid Security to the
Bidder concerned.
10.2.d Each Qualified Bidder with a Complying Technical Proposal may send a representative to
witness the opening of the Third Envelope. Such representatives shall sign the register
confirming their attendance. Qualified Bidders with a Complying Technical Proposal who do not
send a representative to witness the opening of the Third Envelope shall be deemed to have
waived the opportunity to witness the opening.
10.2.e The Financial Proposals that meet the requirements of Section 5.2 (Financial Proposal) shall be
ranked by the PBAC based on the Bid Amount alone.
10.2.f In the event of a tie, the tied top-ranked Bidders shall be requested to resubmit their Financial
Proposals within four (4) hours from the time the PBAC adjourns the opening of the Financial
Proposals. Immediately upon the resubmission of the Financial Proposals of the tied Bidders,
the revised Financial Proposals shall be opened and ranked by the PBAC based on the Bid
Amount alone, and the top-ranked Bidder based on the criteria in Section 10.2.d shall be
considered the Best Bid. The same procedure shall be followed until the tie is broken.
SECTION 11: CONFIDENTIALITY
11.1 CONFIDENTIALITY DURING BIDDING PROCESS
Information relating to the examination, clarification, evaluation and comparison of Bids and
recommendations concerning the award of the Project shall not be disclosed to any of the Bidders or
other persons not officially involved with the Bidding Process; provided, that the DOTr and MIAA,
including the PBAC, shall not have the obligation to keep any information submitted by a Bidder
confidential after the signing of the Concession Agreement or the lapse of one hundred eighty (180)
days after the Bid Submission Date, whichever comes earlier.
11.2 BIDDING DOCUMENTS
The PBAC shall not return either the original or the copies of any Bid submitted by a Bidder, other than
as specified in Section 9 (Opening and Evaluation of Qualification Documents) and Section 10 (Opening
and Evaluation of Bid Proposals).
SECTION 12: NOTICE OF AWARD, POST-AWARD REQUIREMENTS & EXECUTION OF

CONCESSION AGREEMENT
12.1 ISSUANCE OF NOTICE OF AWARD
12.1.a Within seven (7) calendar days from the PBAC recommendation, the DOTr Secretary shall
decide on the award.
12.1.b Within five (5) calendar days from the approval of the award by the DOTr Secretary, he shall
issue the Notice of Award to the Bidder with the highest post-qualified Bid, which shall thereafter
be known as the Winning Bidder.
12.2 POST-AWARD REQUIREMENTS
The Notice of Award shall prescribe that, within twenty (20) days from the Winning Bidder’s official
receipt of the Notice of Award, the Winning Bidder must submit the following documents to the PBAC
as conditions precedent for the execution and signing of the Concession Agreement (“Post-Award
Requirements”):
12.2.a Notice of Award signed by the authorized representative of the Winning Bidder;
12.2.b In case a special purpose company (SPC) has already been formed for purposes of undertaking
the Project, Evidence of the formation of a domestic corporation which will be the
Concessionaire, consisting of certified true copies issued by the Philippine Securities and
Exchange Commission (SEC) of the certificate of incorporation, articles of incorporation and by-
laws of the Concessionaire (collectively, the “Concessionaire Constitutional Documents”).
If the Winning Bidder is a consortium, the shareholders of the Concessionaire and the respective
percentage shareholdings of its members should be the same as those shown in the Winning
Bidder’s Annex QD-3B. If the Winning Bidder is a corporation, the shareholding structure of the
Concessionaire should comply with Section 12.2.f;

12.2.c Certified true copies issued by the authorized officer of the Concessionaire, duly notarized, of
resolutions adopted by the board of directors of the Concessionaire attesting that the
Concessionaire conducted an organizational meeting of its stockholders and elected its regular
board of directors and corporate officers and authorizing the execution, delivery and
performance of the Concession Agreement and the Transaction Documents;
12.2.d If the Winning Bidder is a Consortium: (i) an agreement, using the form in Annex CP-1,
indicating that the Consortium Members are jointly and severally liable for the obligations of the
Concessionaire under the Concession Agreement, and (ii) an undertaking of the members
thereof to infuse the required equity contribution to the consortium;
12.2.e If the Winning Bidder is a corporation: (i) a treasurer’s affidavit attesting to the actual paid-up
capital of the Concessionaire and (ii) subscription agreement between the Winning Bidder and
the Concessionaire or shareholders agreement between the Winning Bidder and the
Concessionaire;
12.2.g Letters from reputable financial institutions expressing their willingness to provide sufficient
credit facilities as required in the Winning Bidder’s Financial Proposal using the form in Annex
CP-2;
12.2.h Submission of the Construction Performance Security;
12.2.i Proof of payment of the fees for Transaction Advisory Services for the Project, the amount for
which shall be specified prior to the Bid Submission Date;
12.2.k Proof of payment of the upfront fee to MIAA;
12.2.l Certified true copy of a valid Tax Clearance Certificate (TCC), issued by the appropriate office
in the Bureau of Internal Revenue (BIR), pursuant to Executive Order No. 398 (series of 2005),
as implemented by Revenue Regulations No. 3-2005, of the Winning Bidder, or in case of a
Consortium, of each Consortium Member; provided that if the Bidder or Consortium Member is
a foreign entity without previous or on-going commercial activities in the Philippines, or which
otherwise does not derive income from Philippine sources, a certified statement duly signed by
the Bidder or the Consortium Member’s authorized representative stating that such Bidder or
Consortium Member is not subject to income or business tax in the Philippines.
12.2.m In case the Winning Bidder submitted unauthenticated documents on or before the Bid
Submission Date, foreign documents duly authenticated before a Philippine consular official at
the relevant Philippine consulate, pursuant to Section 1.4.
12.3 NOTIFICATION OF COMPLIANCE WITH POST-AWARD REQUIREMENTS
Within five (5) days from the DOTr’s timely receipt of the Post-Award Requirements from the Winning
Bidder in accordance with Section 12.2, the DOTr Secretary shall determine and notify the Winning
Bidder of its compliance with all of the Post-Award Requirements.
12.4 FAILURE TO COMPLY WITH POST-AWARD REQUIREMENTS
Failure to comply with the Post-Award Requirements within the prescribed twenty (20)- day period, or
within any additional extensions granted by the PBAC, without reasonable justification acceptable to
the DOTr and MIAA, shall result in the forfeiture of the Winning Bidder’s Bid Security and the withdrawal
of the Notice of Award.
12.5 DISQUALIFICATION OF WINNING BIDDER

The Winning Bidder will be disqualified, its Notice of Award will be withdrawn, and its Bid Security will
be forfeited if, at any time after the issuance of the Notice of Award and prior to the signing and
execution by the DOTr and MIAA of the pre-signed Concession Agreement, the Winning Bidder is found
to have violated the provisions of this Instructions to Bidders. The PBAC shall thereafter be free to
consider the next highest qualifying Bid Proposal.
12.6 CONSTRUCTION PERFORMANCE SECURITY
12.6.a On or before the Signing Date, and as condition for the return by the DOTr of the Bid Security
of the Winning Bidder, the Winning Bidder must post an Construction Performance Security in
the amount of Three Billion Four Hundred Twelve Million Pesos (Php 3,412,000,000.00), in
the form of an irrevocable letter of credit, using the form in Annex CP-3 of the Concession
Agreement, without modification.
12.6.b The Construction Performance Security must be issued by a domestic universal/commercial

bank or an international bank authorized by the BSP to transact in the Philippines.
12.7 EXECUTION OF CONCESSION AGREEMENT
12.7.a Within five (5) days from the receipt by the Winning Bidder of notice from the DOTr Secretary
that all of the Post-Award Requirements have been complied with, the Concessionaire shall
execute the Concession Agreement with the DOTr.
12.7.b The failure by the Concessionaire to execute the Concession Agreement within the prescribed
period shall be a ground for the forfeiture of the Winning Bidder’s Bid Security and the
withdrawal of the Notice of Award.
12.8 NEXT HIGHEST COMPLYING BIDS
12.8.a The Bidder with the next Best Bid (“Second Best Bid”) shall be notified in writing by the PBAC
of its selection (in lieu of the Bidder with the Best Bid) and issued a Notice of Award if any of the
following events or circumstances occurs:
(i) the Winning Bidder (or the Concessionaire) does not fulfill the Post-Award Requirements
or execute the Concession Agreement within the prescribed periods; or
(ii) the Winning Bidder (or the Concessionaire), any of the Winning Bidder’s Consortium
Members, or Affiliates, or the officers, employees, agents, and advisors of any of these
entities is found to have (i) engaged in any Corrupt, Fraudulent, Collusive, Coercive,
Undesirable or Restrictive Practice, (ii) a Conflict of Interest, or (iii) violated the Bidding
Period Lock-Up Rules.
12.8.b The Bidder with the Second-Best Bid shall assume the status of the Winning Bidder from and
after the date of receipt of the Notice of Award and must then comply with the Post- Award
Requirements. If such Bidder fails in any of these requirements, the process may again be
repeated with the next Best Bid and so on. This process will be repeated every time a Winning
Bidder is unable to fulfill the requirements of this Section (Notice of Award, Post-Award
Requirements and Execution of Concession Agreement), until the earlier of the date of
Execution of the Concession Agreement and one hundred eighty (180) days after the Bid
Submission Date, beyond which, the PBAC may request for an extension of the validity of Bids
in accordance with Section 6.2.d.
12.9 SINGLE BIDDER
If only one Bidder submits a Bid Proposal, or there is only one Qualified Bidder, or only one Bidder

submits a Technical Proposal and Financial Proposal that is complete and responsive, the PBAC shall
proceed with the Bidding Process subject to the relevant provisions of the BOT Law and its IRR.
SECTION 13: GENERAL CONDITIONS AND PROHIBITIONS
13.1 GENERAL CONDITIONS
By submitting its Bid, the Bidder acknowledges and agrees that:
a. it, including all Consortium Members, and Affiliates, and their respective officers, employees, agents
and advisors shall observe the highest standard of ethics during the Bidding Process;
b. it, including all Consortium Members, and Affiliates, and their respective officers, employees, agents
and advisors shall not commit any Corrupt, Fraudulent, Collusive, Coercive, Undesirable or
Restrictive Practice;
c. it, including all Consortium Members, and Affiliates, and their respective officers, employees, agents
and advisors, shall not engage in any form of political or other lobbying with respect to the Project
or attempt to influence the outcome of the Bidding Process;
d. it, including all Consortium Members, proposed contractors and Affiliates, and their respective
officers, employees, agents and advisors, understands that the Philippine Competition Commission
(PCC) is reviewing the Project for the purpose of issuing a certificate of project exemption pursuant
to PCC Memorandum Circular No. 19-001 on the “Process for Exemption from Compulsory
Notification in Solicited Public-Private Partnership Projects” and shall observe and comply with such
undertakings as the PCC may determine to be necessary and appropriate as a condition for the
exemption;
e. it, including all Consortium Members, proposed contractors and Affiliates, and their respective
officers, employees, agents and advisors understands further that a certificate of project exemption
may not be issued by the PCC, and in that eventuality, shall comply with the requirements of
compulsory notification, if applicable, pursuant to Republic Act No. 10667 or the Philippine
Competition Act and its Implementing Rules and Regulations; and
f. it accepts all the terms and conditions of the Bidding Documents.
13.2 CORRUPT, FRAUDULENT, COLLUSIVE, COERCIVE, UNDESIRABLE, AND RESTRICTIVE

PRACTICES
13.2.a If a Bidder, any Consortium Member, or Affiliate, the Winning Bidder or the Concessionaire, as
the case may be, is found to have, directly or indirectly, engaged in any Corrupt, Fraudulent,
Collusive, Coercive, Undesirable or Restrictive Practice during the Bidding Process, or after the
issuance of the Notice of Award or the execution of the Concession Agreement, the PBAC/DOTr
shall –
(i) reject or disqualify the Bid of or withdraw the Notice of Award to such Bidder, without being
liable in any manner whatsoever to the Bidder;
(ii) forfeit and appropriate the Bid Security of such Bidder, without prejudice to any other right
or remedy that may be available to the DOTr and MIAA;
(iii) seek to impose the maximum penalties for civil and criminal liability available under the
applicable law on individuals and/or entities involved in such practices; and

(iv) permanently prohibits or disqualifies individuals and/or entities involved in such practices
from participating in any bidding of the DOTr and MIAA from the date that they are found
to have directly or indirectly engaged in any such practices.
13.2.b For the purposes of this Section, the following terms shall have the meanings hereinafter
assigned to them:
(i) "Corrupt Practice" means any of the prohibited acts and omissions punishable under
Republic Act No. 3019 (“Anti-Graft and Corrupt Practices Act”), Act No. 3815 (“Revised
Penal Code”), Republic Act No. 6713 (“Code of Conduct and Ethical Standards for
Public Officials and Employees”), Republic Act No. 7080 (“Plunder Law”), and other
applicable laws and relevant rules and procedures, by which a person improperly and
unlawfully enriches or benefits himself or others, or induces others to do so, and includes
the offering, giving, receiving, or soliciting of anything of value to influence the actions of
any person connected with the Bidding Process or the execution of the Concession
Agreement;
(ii) "Fraudulent Practice" means any hoax, delusion, falsification, scheme, artifice,
dishonesty, trickery, deceit, cheating and the like, especially when involving
misrepresentation, omission, concealment, suppression, non-disclosure or disclosure of
incomplete facts, in order to influence the Bidding Process or the execution of the
Concession Agreement;
(iii) “Collusive Practice” means a scheme or arrangement between two or more Bidders, with
or without the knowledge of the government, designed to establish the Bid Amount at
artificial, non-competitive levels;
(iv) “Coercive Practice” means impairing or harming, or threatening to impair or harm, directly
or indirectly, or exercising undue influence upon any person or property in order to influence
any person’s participation in the Bidding Process or the execution of the Concession
Agreement;
(v) “Undesirable Practice” means (i) establishing contact with any person connected with or
employed or engaged by the DOTr, MIAA or the PPP Center with the objective of
canvassing or lobbying or (ii) in any manner influencing or attempting to influence the
Bidding Process; and
(vi) “Restrictive Practice” means any act, scheme, plan or agreement such as forming a
group, clique, cartel, trust, syndicate, combine, pool and the like or arriving at any
understanding or arrangement among Bidders, Consortium Members, or the Affiliates of
any of these entities, with the objective of restricting, subverting or manipulating a full and
fair competition in the Bidding Process.
13.3 CONFLICT OF INTEREST
13.3.a. Bidders, Consortium Members, and Affiliates in the Project, must not have any Conflicts of
Interest. Any of the following will be considered a Conflict of Interest:
(i) a Bidder, any of its Consortium Members, or any of their Affiliates (of either a Bidder or any
of its Consortium Members) is a member of another Consortium, or an Affiliate of a member
of another Consortium.
(ii) a Bidder, any Consortium Member (if the Bidder is a Consortium), or any of their Affiliates
(of either a Bidder or of the Consortium Member) has ownership interest of at least 20% in

any other Bidder, any Consortium Member of any other Bidder, or any of its Affiliates that
is nominated to fulfill any of the Qualification Requirements;
(iii) a Board director, partner, officer, employee, or agent of a Bidder, any Consortium Member
(if the Bidder is a Consortium), or any of their Affiliates who is directly involved in any
capacity to the Bidding Process of such Bidder, any Consortium Member (if the Bidder is a
Consortium), or any of their Affiliates, is also directly involved in any capacity related to the
Bidding Process for the Project for another Bidder, any Consortium Member of another
Bidder, or any of their Affiliates.
(iv) a Bidder, any of its Consortium Members, or any Affiliate of any of these enties(i of any
Bidding Documents or the design, or technical specifications of the Project or in connection
with the Bidding Process; or
(v) a Bidder, any of its Consortium Members, or any Affiliate of any of these entities, engages
any legal, financial, or technical advisor of DOTr, MIAA or the PPP Center in relation to the
Project, or anyone who is or was an employee of DOTr, MIAA or the PPP Center at any
time from 24 August 2022 until the Bid Submission Date and was directly involved in the
Project.
13.3.b The phrase “directly involved in any capacity” shall refer to actual participation in the
deliberations and/or decision-making for the bidding process of the Bidder or access to the
documents related to it, that would give the director, partner, officer, employee, or agent
knowledge / information regarding the bid of such Bidder, including the act of voting on any
matter related to the Bidding Process of two or more Bidders, such as but not limited to the
approval of the relevant entity’s participation in the Bidding.
13.3.c The same conflict of interest arises in case of consulting firms engaged by any Bidder.
13.3.d. A board director, partner, officer, employee, or agent of a Bidder or a Consortium Member (if
the Bidder is a Consortium) must not be related by consanguinity or affinity up to the third civil
degree to any member of the Head of the Agency or any of DOTr or MIAA’s officers or
employees having direct access to information that may substantially affect the result of the
Bidding, such as, but not limited to, the PBAC members, the TWG members, the PBAC
Secretariat, and the legal, financial, or the Project’s technical advisors. This clause shall apply
to the following persons:
(i) If the Bidder is a partnership, to all its officers and members;
(ii) If the Bidder is a corporation, to all its officers, directors, and controlling stockholders; and
(iii) If the Bidder is a Consortium, the provisions of items (a) or (b) of this Section shall
correspondingly apply to each of the members of such Consortium, as may be appropriate.
Relationships of the nature described above or failure to comply with the provisions of this
clause will result in the disqualification of the Bidder from further participating in the Bid Process.
13.3.g. The Bidders, Consortium Members, or any of their Affiliate must not have a direct contractual
relationship with DOTr, that: (i) puts them in a position to have access to information about or
influence the bid of another Bidder, or (ii) allows such entity to influence DOTr or MIAA’s
decisions regarding this bidding process, or (iii) designates or appoints them to perform
essential functions for the Project, other than as the Project Proponent, in the implementation,
operation, or maintenance of the Project, in DOTr’s or MIAA’s behalf.

13.3.h. At any time before signing the Concession Agreement, any Bidder, Consortium Member, or any
Affiliate of any of these, found to have a Conflict of Interest as defined in this Section, shall be
disqualified from further participating in the Bidding Process. For Conflict of Interest involving
another Bidder, then both Bidders shall be disqualified.
13.4 GROUNDS FOR DISQUALIFICATION
A Bidder may be disqualified from participation in the Bidding for any of the following reasons:
a. late submission of its Bid or any part thereof;

b. material or willful misrepresentation in the Bidding Process;
c. any form of politicking or other lobbying with respect to the Bidding Process;
d. illegal conduct or attempt to influence the PBAC’s evaluation of the Qualification Documents or the
Bid Proposal;
e. Corrupt Practice, Fraudulent Practice, Collusive Practice, Coercive Practice, Undesirable Practice
or Restrictive Practice in the Bidding Process, as defined in Section 13.
f. any Conflict of Interest that would give it any unfair advantage in the Bidding Process, as defined
in Section 13.3;
g. failure to comply with any of the terms, conditions and instructions of these Instructions to Bidders;
or
h. other grounds for rejection or disqualification of Bidders under the BOT Law, and other applicable
laws.
The grounds for disqualification in this Section shall also apply to all Consortium Members (in case the
Bidder is a Consortium), and any Affiliates proposed by a Bidder to fulfill any of the Qualification
Requirements. The disqualification of any Consortium Member or Affiliates of a Bidder, a Consortium
or a Consortium Member, shall result in the disqualification of the Bidder or the entire Consortium.
SECTION 14: BIDDING PERIOD LOCK-UP RULES
14.1 LOCK-UP RULES DURING THE BIDDING PROCESS
The following rules (“Bidding Process Lock-Up Rules”) shall apply from the Bid Submission Date until
the execution of the Concession Agreement (“Bidding Period”):
14.1.a. For a Bidder that is a corporation, partnership or any other juridical entity, no changes shall be
made in the equity or ownership structure of such Bidder, as provided in the Bidder’s Business
structure (Annex QD-3A). This rule shall not apply to publicly-listed companies, with respect to
their public float.
14.1.b. For a Bidder that is a Consortium, no changes shall be made in the composition of the
Consortium and in the committed percentage equity interest of each Consortium Member in the
Concessionaire, as provided in the Bidder’s Business Structure (Annex QD-3B).
14.1.c. No Bidder shall be allowed to withdraw or substitute its Designated Operator upon submission
of its Bid.
14.2 LOCK-UP RULES DURING THE CONCESSION PERIOD
14.2.a No changes shall be allowed in the shareholder or equity structure of the Winning Bidder from
Bid Proposals Submission Date until the signing by the Project SPC/s of the accession
agreements to the Concession Agreements. However, a Consortium Member of the Winning
Bidder may form a holding company or a subsidiary which would hold its entire interest in the

Winning Bidder. All Consortium Members may form a holding company or subsidiary which
would hold their collective interests in the Winning Bidder, provided, that the shareholding or
equity structure of such holding company or subsidiary shall reflect the Consortium Members’
interest in the Consortium on Bid Proposals Submission Date, and such shareholding or equity
structure shall not change until the signing by the Project SPC/s of the accession agreements
to the Concession Agreement.
14.2.b All limitations and restrictions applicable to the Consortium Members with respect to their
interest in the Project SPC/s shall continue to apply to each of the Consortium Members
irrespective of the holding structure they enter into, subject to the provisions of the Concession
Agreement.
14.2.c Entities that are used by a Winning Bidder for purposes of satisfying the Qualification
Requirements shall be subjected to Lock-Up rules with respect to their ownership interest and/or
affiliation with, or appointment as Designated Operator of, the Project SPC/s for a defined period
as may be provided in the Concession Agreement.
SECTION 15: GOVERNING LAW AND RULES
The provisions of the BOT Law and other applicable Philippine laws shall govern all matters not specifically
covered by these Instructions to Bidders and other Bidding Documents.
SECTION 16: DEFINITIONS
Unless otherwise provided, the following terms used in these Instructions to Bidders shall have the following
meanings:
16.1 “Affiliate” means a person, corporation or any entity Controlled by or, in the case of a Parent
Company, Controlling the Bidder or Consortium Member (as the case may be) or associated with the
Bidder or Consortium Member (as the case may be) under common ownership and Control.
16.2 "Airline" is an individual, partnership, corporation, or any other juridical entity that is a holder of any
of the following permits issued by the Civil Aeronautics Board ("CAB") of the Philippines: (1) a valid
and effective Permit to Operate Scheduled International Air Transportation Services; or (2) a valid
and effective Permit to Operate Scheduled Domestic Air Transportation Services; or (3) a valid and
effective Foreign Air Carrier's Permit and providing scheduled passenger services.
For avoidance of doubt, an individual, partnership, corporation, or any other juridical entity providing
dedicated cargo transport services shall not be deemed an Airline.
16.3 "Airline-Related Entity" is an individual, partnership, corporation, or any other juridical entity that: (1)
is an Airline; or (2) is an Affiliate of an Airline.
16.4 “Annual Passenger Throughput” of an airport is the sum total of its arriving and departing passengers,
on a scheduled or non-scheduled commercial flight, for one year. This would not include arriving and
departing passengers on general aviation flights. A transit passenger, who does not leave the airport
terminal is counted once, as an arriving passenger.
16.5 “Auditor” means an external independent auditor who must be a reputable international auditing
company with presence and operations in at least ten jurisdictions, including the Philippines. For the
purpose of determining presence and scope of operations, an auditor’s partner firms in other

jurisdictions will be considered.
16.6 “Authorized Issuer” means the authorized representative of the airport company or concessionaire,
and who should execute QD-11 (Certification for Operations & Maintenance Experience), in favor of
the entity nominated to fulfill the Operation & Maintenance Experience.
16.7 “Bidder” means any individual, partnership, corporation, or any other juridical entity, or Consortium
that participates in the Bidding Process.
16.8 “Bid Proposal” means the Bid Security, and Additional Requirements for Consortia with New
Members, Technical Proposal, and Financial Proposal to be submitted by the Bidders pursuant to the
Instructions to Bidders that will be released by PBAC after Pre-Qualification.
16.9 “Bid Submission Date” means the day to be set by the PBAC for the submission of the Bid Proposals.
16.10 “Bid Security” means the instrument provided by the Bidder to guarantee that it shall comply with all
its obligations under the Instructions to Bidders.
16.11 “Bidding Documents” means the documents enumerated in Section 1.2.a.
16.12 “Bidding Process” or “Bidding” means the process beginning from the publication of the Invitation to
Pre-Qualify and Bid until the signing of the Concession Agreement, as described in Section 1.
16.13 “BOT Law” means Republic Act No. 6957, as amended by Republic Act No. 7718, entitled “An Act
Authorizing the Financing, Construction, Operation and Maintenance of Infrastructure Projects by the
Private Sector and for Other Purposes”, and its Revised Implementing Rules and Regulations.
16.14 “Concession Agreement” means the contract to be executed between the DOTr and MIAA with the
Winning Bidder or the legal entity formed by the Winning Bidder.
16.15 “Concession Period” means the period over which a concession will be granted to the Winning Bidder
to undertake the Project, which shall be fifteen (15) years, extendable for another ten (10) years,
provided that certain conditions are met as indicated in the Concession Agreement.
16.16 “Conflict of Interest” is defined in Section 13.3.
16.17 “Consortium” means an unincorporated association of natural or juridical persons bound by contract
or law, solidarily undertaking by mutual written agreement a common enterprise which is to participate
in the Bidding Process.
16.18 “Consortium Member” means any of the natural or juridical persons or group of persons comprising
a Consortium, each having a definite interest in the common undertaking, solidarily liable in the Bid
and whose interest will be converted into an equity participation in the corporation that will become
the Project SPC/s if the Consortium is awarded and accepts the Project.
16.19 “Control” means, for purposes of defining an Affiliate of a Bidder or a Consortium Member, the power
to direct or cause the direction of the management policies and actions of a body corporate whether
through:
(a) ownership of at least fifty percent (50%) plus one share of the outstanding voting shares, or
(b) Possession of voting rights through voting trusts or other voting agreements entered into at least
one year before the Bid Submission Date, such that the total number of shares owned or over
which it has voting rights is equivalent to at least fifty percent (50%) plus one (1) share, or (ii) the
ability to elect a majority of the members of the Affiliate’s board of directors, or
(c) a legal agreement entered into at least one (1) year before the Bid Submission Date, which has
an arrangement with similar effect, as in (i) or (ii) above.
In determining ownership by a corporation of the shares of another corporation, shares held both
directly and indirectly or owned legally or beneficially will be counted.
16.20 “Corrupt Practice, Fraudulent Practice, Collusive Practice, Coercive Practice, Undesirable Practice,
and Restrictive Practices” are each defined in Section 13.
16.21 “Designated Operator” means an entity designated by the Bidder to undertake the Operation and
Maintenance of the Project but does not have equity interest in the Consortium.
16.22 “DOTr” means the Department of Transportation.
16.23 “Eligible Period” shall mean the period from 1 January 2013 to 31 December 2022.
16.24 “Financial Qualification Requirements” refers to the Qualification Requirements that must be met by
the Bidder, as provided in Section 2.3.
16.25 “GCR Entity” means the concessionaire, or an entity or an Affiliate of an entity that has Significant
Interest in the concessionaire, of any of the Greater Capital Region (GCR) airports, namely: (i) Clark
International Airport, (ii) New Manila International Airport, and (iii) Sangley Point International Airport.
16.26 “GIS” means the General Information Sheet as per the format specified by the Philippine Securities
and Exchange Commission (SEC).
16.27 “Grantors” means the Department of Transportation (DOTr) and the Manila International Airport
Authority (MIAA).
16.28 “International Airport” means an airport that handles air passenger traffic, including chartered flights,
with at least 10% of the total traffic as international.
16.29 “KPIs” means the Key Performance Indicators measuring the Concessionaire’s performance
under the Concession Agreement which it must comply with in undertaking the rehabilitation,
operation, optimization and maintenance of the Project.
16.30 “Lead Member” means, for a Bidder that bids as a Consortium, the Consortium Member having the
largest equity interest in the Consortium, and which should be designated in writing as such by the
other Consortium Members.
16.31 “MIAA” means the Manila International Airport Authority.
16.32 “Net Worth” shall mean the sum of subscribed and paid-up equity, including additional paid-in capital,
and unrestricted retained earnings. Unrestricted retained earnings means the amount of accumulated
profits and gains realized out of the normal and continuous operations of the company after deducting
therefrom distributions to stockholders and transfers to capital stock or other accounts, and which is:
(1) not appropriated by its Board of Directors for corporate expansion projects or programs: (2) not
covered by a restriction for dividend declaration under a loan agreement; (3) not required to be
retained under special circumstances obtaining in the corporation such as when there is a need for a
special reserve for probable contingencies (as defined in SEC Memorandum Circular No. 11-08,
December 5, 2008); and (4) not otherwise covered by any other legal restriction on the ability of the
company to distribute or otherwise apply its equity.
16.33 “PBAC” means the joint Special Bids and Awards Committee for Public-Private Partnership Projects
of the DOTr and the MIAA for the Project.

16.34 “Parent Company” means a single person, single corporation or any single entity Controlling the
Bidder or Consortium Member (as the case may be).
16.35 “Project SPC” means a domestic special purpose company/ies incorporated pursuant to the Revised
Corporation Code of the Philippines for the purpose of undertaking the Projects.
16.36 “Public-Private Partnership Center” means the successor of the BOT Center and Coordinating
Council of the Philippine Assistance Program (CCPAP), the agency mandated under Section 12 of
the Republic Act No. 6957, as amended by Republic Act No. 7718, to coordinate and monitor projects
implemented under the Act, pursuant to Administrative Order No. 105 (s. 1989), as amended by
Administrative Order No. 67 (s. 1999), as amended by Administrative Order No. 103 (s. 2000), and
Executive Order No. 144 (s. 2002), as amended by Executive Order No. 8 (s. 2010).
16.37 “SEC” means the Securities and Exchange Commission.
16.38 “Set-Aside Deposit” means the amount referred to in Section 2.3.a(1), which amount shall be
deposited by the Bidder with a domestic universal/commercial bank or an international bank
authorized by the BSP to transact in the Philippines and which amount shall not be withdrawn by the
Bidder for the duration of the Bidding Process.
16.39 “Significant Interest” means:
(a) Ownership of at least thirty-three percent (33%) plus one share of outstanding voting shares, or
(b) Possession of voting rights through voting trusts or other voting agreements entered into at least
one year before the Bid Submission Date, such that the total number of shares owned or over
which it has voting rights is equivalent to at least thirty-three percent (33%) plus one share, or (ii)
the ability to elect one-third (1/3) of the members of the Affiliate’s board of directors.
(c) a legal agreement entered into at least one (1) year before the Bid Submission Date, which has
an arrangement with similar effect, as in (i) or (ii) above.
16.40 “Unsatisfactory Performance” means,

(a) with respect to any project or contract, within the last ten (10) years prior to the Bid Submission
Date, and as evidenced by a final judicial pronouncement, arbitration award, or an agreement by
way of settlement/compromise wherein there is a decision on or an acknowledgment of a material
breach on any of the following:
(i) material failure to satisfactorily perform any of its material obligations on any contract;
(ii) expulsion from any project or contract;
(iii) termination or suspension of any of its projects or contracts due to breach of its obligations
thereunder; or
(iv) violation of laws and/or regulations applicable to any of its projects or contracts, including
but not limited to environmental, health, safety, labor and social welfare laws and
regulations;
(b) inclusion in (i) a blacklist issued by the Government Procurement Policy Board (GPPB), the
Department of Public Works and Highways (DPWH), the Construction Industry Authority of the
Philippines-Department of Trade and Industry (CIAP-DTI) or any pertinent governmental agency
of the Philippines or (ii) the Debarred and Cross-Debarred Firms & Individuals list of major
international financial institutions such as the World Bank, European Bank for Reconstruction and
Development, Asian Development Bank, Inter-American Development Bank, African
Development Bank Group, and the Asian Infrastructure Investment Bank, whether as an individual
contractor, partnership, corporation, or any other juridical entity, or as a member of a joint venture
or consortium; or

(c) involvement in any corrupt, fraudulent, collusive, coercive, undesirable, or restrictive practice, as
evidenced by final judicial pronouncement.
For avoidance of doubt, the references to “judicial pronouncement” and “arbitration award” above
are not limited to those promulgated in the Philippines or by Philippine courts or entities.
16.41 “Winning Bidder” means the highest ranked Bidder determined by the PBAC and issued a Notice of
Award as described in Section 12.1, or as may be designated under the procedure in Section 12.8.

ANNEX VDR
INSTRUCTIONS FOR PAYMENT OF PARTICIPATION FEE AND VIRTUAL DATA ROOM

ACCESS FOR THE NINOY AQUINO INTERNATIONAL AIRPORT (NAIA) PPP PROJECT
In order to access the Virtual Data Room (VDR) where the Bidding Documents for the Project will be
made available, Bidders are required to complete the following steps:
1. The Interested Bidder shall complete the payment of the non-refundable Participation Fee of Two
Million Seven Hundred Fifty Thousand Philippine Pesos (PhP 2,750,000.00) or Fifty Thousand
United States Dollars (USD 50,000.00) through deposit to the designated bank account of Manila
International Airport Authority (MIAA) as provided below:
Philippine Peso Payments:

Bank: Landbank of the Philippines
Account Name: MIAA for E-Payments
Account No.: 0271-1322-20
Swift Code: TLBPPHMM
US Dollar Payments:
Bank: Landbank of the Philippines
Account Name: MIAA for E-Payments
Account No.: 0274-0044-60
Swift Code: TLBPPHMM
2. A Non-Disclosure Undertaking in the form set out in Annex VDR-A must be executed by the
Interested Bidder’s authorized representative.
3. The Interested Bidder’s authorized representative must also execute an Authorization Letter
using the template in Annex VDR-B. The Pre-Qualifications, Bids and Awards Committee
(PBAC) duly constituted for the Project reserves the right to require additional proof of the
authority of the authorized representative. Failure to submit the said proof may lead to the
revocation of the Bidder’s access to the VDR.
4. The Interested Bidder is required to provide one (1) e-mail address which will be given access to
the VDR.
5. The Interested Bidder shall submit (i) the scanned or screen captured copy of the transaction
receipt/deposit slip as proof of payment, (ii) the duly executed Non-Disclosure Undertaking, (iii)
the duly executed Authorization Letter, and (iv) the VDR contact email by:
a. Submitting scanned copies to: NAIA PPP Pre-Qualifications Bids and Awards Committee
(PBAC)
Attention: Chairman, NAIA PPP PBAC
Through the BAC Secretariat
[email protected]

(cc): [email protected]
b. Submitting printed copies to the following:

Attention: NAIA PPP Pre-Qualifications Bids and Awards Committee (PBAC)
Secretariat
Address: Unit 62, Columbia Tower, Ortigas Ave., Mandaluyong City, Metro
Manila, Philippines 1550
6. The Interested Bidder shall then be provided an access link to the Bidding Documents through
the VDR, and be referred to in these Instructions to Bidders as a Prospective Bidder. The Bidding
Documents will be provided in electronic format only. The draft Concession Agreement and its
Annexes will be made available at a later date. The Grantors (DOTr and MIAA) reserve the right
to reject any or all bids, declare a failure of bidding, modify the Bidding Documents or any aspect
thereof anytime, and/or not award the contract for any reason whatsoever and without need for
any explanation.

ANNEX VDR-A
NINOY AQUINO INTERNATIONAL AIRPORT PPP PROJECT

NON-DISCLOSURE UNDERTAKING
This Non-Disclosure Undertaking (the “Undertaking”) is executed in favor of the Grantors,

Department of Transportation and Manila International Airport Authority (“Grantors”) by [Name of
Bidder] (the “Bidder”) for the NINOY AQUINO INTERNATIONAL AIRPORT PPP PROJECT
(“Project”).
RECITALS:
1. The Project is proposed to be undertaken pursuant to Republic Act No. 6957, as amended
by Republic Act No. 7718, or the Build-Operate-Transfer (“BOT”) Law, by the Department of
Transportation (“DOTr”) and the Manila International Airport Authority (“MIAA”) as
implementing agencies and co-grantors. The Project has been approved by the National
Economic and Development Authority Board at its meeting held on July 19, 2023.
2. Following the Project’s approval on July 19, 2023, the DOTr and MIAA (“Grantors”) are
directed to proceed with its tender. Thus, the Grantors have arranged for a Virtual Data Room
(VDR) to make available to interested parties and prospective Bidders certain confidential
documents and information relating to the Project.
3. This Undertaking is required to establish the rights and obligations in respect of such
Confidential Information and other matters relating to information shared or made available
in the VDR.
NOW THEREFORE, in consideration of being granted access to the VDR, this Undertaking is issued
in accordance with the following terms and conditions:
1. DEFINITION OF TERMS
The following terms, when used herein, shall have the following meanings:
"Confidential Information" means any privileged and proprietary information relating to the
Project and the Grantors, including all confidential and/or proprietary knowledge, document, data
or information of the Grantors that relates to the Project.
“Representatives" means the respective directors, officers, employees, agents, consultants,

advisors, subcontractors, or other representatives, including legal counsel, accountants,
financial advisors, and any professional consultant or agent retained by the relevant party.
“Transaction Advisors” means the advisors, consultants and experts assisting and advising
the Grantors in relation to the Project.
“Undertaking" means this Undertaking, as amended, varied or supplemented.
2. NATURE OF CONFIDENTIAL INFORMATION
2.1 The Grantors are willing and agree to disclose the Confidential Information to Prospective
Bidders of the Project.
2.2 Unless otherwise agreed to in writing, and subject to the terms of this Undertaking,
Prospective Bidders will not divulge or disclose the Confidential information or make the
same available to any person or entity, other than to their Representatives for the sole
purpose of conducting the necessary due diligence, participating in the tender for the
Project and putting together a proposal or bid for the Project. Prospective Bidders will
make appropriate arrangements to ensure that any such persons will be made aware of
the confidential nature of the Confidential Information and shall ensure that they adhere
to the terms of this Agreement. Bidders will not use the Confidential Information for any
purpose other than as stated herein, i.e., conducting the necessary due diligence,
participating in the tender process and putting together a proposal or bid for the Project.
2.3 In the event of an unauthorized disclosure of any of the Confidential Information,

Prospective Bidders shall immediately, to the extent practicable and legally permissible, notify
the Grantors immediately, on becoming aware that any of the Confidential Information has
been disclosed to, or obtained by, a third party otherwise than as permitted by this Undertaking,
together with full details of such unauthorized disclosure.
2.4 Prospective Bidders acknowledge and agree that subject to Section 3 below:
(a) Prospective Bidders agree to comply with the VDR protocols and guidelines,
attached herein as Annex VDR-C, for all the information and documents uploaded
therein in relation to the Project. Prospective Bidders shall at all times take all
necessary steps and measures to safeguard and preserve the confidentiality of the
Confidential Information, which shall include but not be limited to ensuring secure
storage of the Confidential Information and taking legal action and injunctions, as
necessary, against their unauthorized or accidental disclosure. They shall also limit
access to the Confidential Information only to those Representatives involved in the
Project, and to whom it is strictly necessary to disclose the Confidential Information
in connection with their intent to submit a proposal or bid for the Project.
(b) The Confidential Information disclosed by the Grantors may contain confidential and
proprietary information from third parties to which an equivalent duty of
confidentiality is owed to. Bidders acknowledge that insofar as they receive
Confidential Information relating to such third parties, they shall be bound to
preserve its confidentiality in accordance with the terms of this Undertaking. The
Prospective Bidders and Bidders shall hold the Grantors free and harmless from
any and all claims, injuries, damages, losses, and liabilities arising out of any breach
of the duty of confidentiality to third parties.
(c) Prospective Bidders and Bidders shall not use the Confidential Information for any
purpose other than for conducting the necessary due diligence and putting together
a proposal or bid for the Project.
3. PERMITTED DISCLOSURE
3.1 Notwithstanding anything to the contrary in this Undertaking, the Grantors agree that
Prospective Bidders may disclose Confidential Information to the following parties:

a) Representatives of Prospective Bidders on a need-to-know basis. Prospective
Bidders shall (i) ensure that such Representatives are aware of the confidential
nature of the Confidential Information and Prospective Bidders’ obligations under this
Undertaking, before disclosing Confidential Information to such Representatives; (ii)
ensure compliance by such Representatives of the obligations and duty of care
imposed on the Prospective Bidders under this Undertaking.
b) Such third parties to which Prospective Bidders may be required under applicable law
or by a government requirement (whether or not of a statutory nature), order, decree,
regulation, rule or court order to disclose the Confidential Information. In the case of
disclosure pursuant to court order, Prospective Bidders shall (if possible) provide the
Grantors with sufficient notice to allow or arrange for allowable parameters for the
Prospective Bidders to make representations to the relevant court about disclosure
of Confidential Information.
3.2 Notwithstanding anything else contained in Section 3, the term “Confidential Information”
shall be deemed not to include information or material that:
a) disclosure is expressly permitted under this Undertaking or by written agreement of

or consent by the Grantors;
b) is already in the possession of Prospective Bidders (other than through a breach of

any right of the Grantors) at the time of disclosure as shown by relevant written
records in existence at the time of disclosure;
c) is lawfully obtained by Prospective Bidders from a third party without breach of this
Undertaking;
d) is independently developed by Prospective Bidders without breach of this

Undertaking; or
e) has entered the public domain other than as a result of a breach of this Undertaking.
4. COMMUNICATIONS BETWEEN PROSPECTIVE BIDDERS
Except as may be required by applicable law, a Prospective Bidder shall refrain from
communicating, and cause its Representatives to refrain from communicating, directly or
indirectly, with any Interested Bidder or Prospective Bidder about the Project, or about any
subject related to the Project; provided, however, that a Prospective Bidder may communicate
with its Representatives and any other third party (and any of its Representatives) bound by a
confidentiality agreement with the Grantors and / or their Transaction Advisors covering the
Confidential Information.
5. PUBLIC ANNOUNCEMENTS
Prospective Bidders shall not make any public announcement through any medium, such as
prints or electronic media, discussion and negotiation in connection with any matter that refers

to Confidential Information or the Grantors and their Transaction Advisors, without the prior
written consent of the Grantors.
6. NO WARRANTY
6.1 Although the Grantors and its Transaction Advisors have endeavored to include in the
Confidential Information all information that they believe to be relevant and material in
connection with Project, Prospective Bidders understand that neither the Grantors nor
their Transaction Advisors have made or make any representation or warranty as to the
accuracy or completeness of the Confidential information.
6.2 Except as may be set forth in a separate written agreement between the Grantors and
the Prospective Bidders or interested parties, the Grantors and their Transaction
Advisors make no representations or warranties, express or implied, as to the quality,
authenticity, accuracy and completeness of the Confidential Information, and
Prospective Bidders expressly acknowledge the same.
7. BINDING EFFECT AND ASSIGNMENT
This Undertaking shall be binding upon and inure to the benefit of the Grantors and their
respective successors and assigns. This Undertaking may not be assigned by Prospective
Bidders without the prior written consent of the Grantors.
8. MODIFICATION AND WAIVER
8.1 No modification or waiver of any of the provisions hereof, or any representation, promise
or addition hereto, or waiver of any breach hereof, shall be binding upon either party
unless made in writing and signed. No waiver of any particular breach shall be deemed
to apply to any other breach, whether prior or subsequent to a waiver.
8.2 Neither the failure nor any delay by the Grantors in exercising any right, power or
privilege under this Agreement shall operate as a waiver of such right, power or privilege,
and no single or partial exercise of any such right, power or privilege shall preclude any
other or further exercise of such right, power or privilege or the exercise of any other
right, power or privilege.
9. GOVERNING LAW AND RESOLUTION OF DISPUTES
This Undertaking shall be governed by and construed in accordance with Philippine law. Any
dispute, controversy or claim arising out of, relating to, or in connection with this Undertaking,
shall be governed by the existing alternative dispute resolution process, rules and regulations
under Philippine law.
10. TERM
The Prospective Bidders’ obligations under this Undertaking will continue for a period of one (1)
year from the date of signing hereof unless otherwise agreed upon.

11. RELATIONSHIP BETWEEN PARTIES
11.1 Nothing in this Undertaking nor the disclosure of Confidential Information by the Grantors
pursuant hereto shall be construed in any way as:
a) precluding the Grantors in any way from dealing with other parties in relation to the
Project;
b) an express or implied agreement by the Grantors to bear any cost or expense

incurred by the Bidders or interested parties in the review of the Confidential
Information or otherwise in relation to the Project; and/or
c) establishing a partnership between the Grantors and Prospective Bidders.
11.2 The Prospective Bidders have no power or authority, by virtue of this Undertaking, to
enter into any agreement or undertaking for or to act on behalf of or otherwise to bind
the Grantors as to any matter or thing to be done in relation to the Project.
12. SEVERABILITY
The invalidity or unenforceability of any provision of this Undertaking shall not affect the validity
or enforceability of any other provisions herein which shall remain in full force and effect.
13. REPRESENTATION AS TO AUTHORITY
The Bidders represent that they have full power, authority and legal right to execute and deliver
this Undertaking and have taken all necessary action to authorize the same.
14. NO COMMITMENT
The Prospective Bidders acknowledge that the Grantors have reserved the right to terminate or
suspend, at any time and without cause, further participation in the investigation by the
Prospective Bidder and to refuse to disclose any further Confidential Information to the
Prospective Bidder.
This Undertaking does not constitute a solicitation of bids for the Project.
IN WITNESS WHEREOF, the parties have caused this Undertaking to be executed in the manner
appropriate to each as of the date and place first above written.
[NAME OF PROSPECTIVE BIDDER]
By: ______________________________
(Authorized Representative)
Date: ________________________
Signed in the Presence of:
_________________________________ _________________________________

ANNEX VDR-B
[Letterhead]
AUTHORIZATION LETTER
[Date]
Pre-Qualifications, Bids, and Awards Committee for the

Ninoy Aquino International Airport PPP Project
Department of Transportation
Manila International Airport Authority
Attention: UNDERSECRETARY TIMOTHY JOHN R. BATAN

Chairman, Pre-qualifications Bids and Awards Committee for the Ninoy
Aquino International Airport Public-Private Partnership Project
Gentlemen:
In connection with the intended participation of (name of Prospective Bidder) in the bidding process
for the Ninoy Aquino International Airport Public-Private Partnership Project (the “Project”), I hereby
certify, based on (insert basis of authority), that (name of authorized representative) is authorized to
request access to the Virtual Data Room and to sign the NAIA PPP Project Non-Disclosure
Undertaking on behalf of (name of Bidder).
Please provide access to the Virtual Data Room to the following person with this email address:
Name:
Email Address:
Yours,
___________________
[name]
[Corporate Secretary/Equivalent Officer]
[name of Prospective Bidder]

ANNEX VDR-C
VIRTUAL DATA ROOM GUIDELINES

Introduction
1. The Pre-qualifications, Bids and Awards Committee (PBAC) for Public Private
Partnerships of the Implementing Agencies, Department of Transportation (DOTr) and the
Manila International Airport Authority (MIAA) has created a virtual data room (VDR), which
is a secure online facility for storing, distributing, accessing, monitoring the question-and-
answer process, and bid documents to interested parties for the Ninoy Aquino International
Airport (NAIA) PPP Project (“the Project”).
2. The VDR aims to provide an online platform for Prospective Bidders to undertake
their due diligence review by making available electronic versions of bid/tender documents
and other related project documents in a secure and controlled environment.
3. The VDR is a repository with distinct advantages in terms of its accessibility. As with
similar technology-based platforms, the VDR can provide this service 24 hours a day, 7
days a week during the entire bidding period.
Virtual Data Room Guidelines
4. The VDR Guidelines sets out the rules on the management of the VDR and define
roles and responsibilities of the Project Team. These Guidelines aim to establish efficient
VDR management practices that will promote the use of the VDR as a repository of project
documents, address accountability requirements, as well as satisfy Prospective Bidders’
requirements for tender and project information.
Users of the Virtual Data Room
5. The following entities may be given access to the VDR. Their roles are briefly
described in general terms below:
(i) Implementing Agency

PBAC Members is responsible for all aspects of the pre-bidding and bidding
process.
(ii) PPP Center

The agency created by virtue of the Executive Order No. 8 series of 2010, as
amended by Executive Order No. 136 series of 2013, and mandated to
facilitate the implementation of the country’s PPP Program and Projects.
(iii) Transaction Advisor (TA)

Asian Development Bank is the Transaction Advisor and its consultants from
PwC, Landrum and Brown, Pinsent Masons, Lacle, Marsh and PJS Law.
Intralinks is the designated VDR facility provider and provider of technical
support and systems maintenance. Intralinks is the designated provider of
VDR platform and services, including technical support and systems
maintenance.
Prospective Bidders is a party which has paid the Participation Fee and complied
with other requirements to gain access to the Virtual Data Room
6. Project Team shall refer to the government-side entities participating in the Project,
i.e. DOTr, MIAA, PPPC, Transaction Advisor and its Consultants.
7. A VDR Manager and co-managers shall be designated from among the Project
Team members, namely the Manager, nominated from the PBAC Secretariat, and co-
managers, nominated from the Transaction Advisor and its Consultants.
VDR Functional Description
8. The VDR is an online repository of bidding documents in a secure environment. The

VDR Provider will oversee the technical administration and systems support of this facility.
9. Online access to the VDR is available 24/7. The VDR functionalities consist of the
following:
● Repository of project data and secondary data
● Upload and download of bid documents and other project related files.
● Project inquiries collection
● Issuances of bid bulletins
● Email and data room notifications and announcements
● Support for multiple users, roles, and permissions
● Secure log-in and access
● Access and audit logs
● Provide hands-on support for technical queries
● Host multiple user accounts
Specific Roles and Responsibilities
10. This section defines the specific roles and responsibilities of the Project Team in the
management of a Project VDR. (See Annex 1 for a matrix of roles and responsibilities.)
(i) PBAC
a. The PBAC designates a VDR Manager from the PBAC Secretariat.
The PBAC Secretariat will act as the central repository of all
information to be uploaded into the VDR.
b. The PBAC will be responsible for requesting the creation of a project
VDR.
c. The PBAC will provide the names of the Project Team members who
will be given access to the VDR.
d. The PBAC is and the sole source of official bid announcements and
project documents. Project inquiries shall be answered by the PBAC
through supplemental bid bulletin and other official notices.
e. The PBAC will be responsible for ordering the deactivation of a
project VDR.
(ii) Transaction Advisor (TA) and VDR Manager
The TA will be the co-manager and will manage the VDR on a daily basis.
Their tasks will include the following:
a. creation and maintenance of user accounts for the Project Team and
interested parties;
b. uploading of bid announcements and other project files;

c. monitoring of Prospective Bidder queries and responses posted on
the VDR; and
d. data entry, creation and editing of user accounts and supporting the
VDR Manager in the uploading of documents.
(iii) PPPC – will monitor activities and provide observations and

recommendations as may be necessary.
(iv) VDR Provider is Intralinks and their tasks include:

a. create Project VDR and VDR Managers’ accounts;
b. ensure security and provide technical support;
c. oversee the security and administration of the VDR; and
d. maintain logs on interested parties/Prospective Bidder log-ins; and (v)
provide training on the use of the VDR.
(v) Interested Parties/Prospective Bidders

a. will be given online access to a project VDR to obtain bidding
information and facilitate due diligence review; and
b. will be responsible for accessing the VDR Inbox regularly for
updates.
Accessing the Project Virtual Data Room
11. After the VDR Manager and Co-managers’ accounts have been created, the
management of the VDR is turned over to the VDR Managers. The VDR Managers may
then generate additional user accounts as per procedures set out in paragraph 12. This will
ensure that control of VDR access is managed properly.
12. A first-time VDR user will receive a Welcome Email in his/her personal email
address which will include: (a) A verification email which will allow the creation of an
account in Intralinks, and (b) Basic instructions and information on Intralinks. For security
purposes sharing of username and password is strongly discouraged.
13. A username and password will enable the VDR user to login to the VDR and
navigate its features. When logging-in to the VDR for the first time, all users will be asked
to agree to the facility’s Terms of Use and Conditions. Not agreeing to these Terms of Use
and Conditions will prevent the user from logging-in to his/her account.
14. Upon agreeing to the Terms of Use and Conditions, the user will be able to log-in
and find more detailed instructions on how to navigate the VDR.
15. Continued access to the VDR will be at the discretion of the PBAC.
Formal Request from interested parties and Prospective Bidders
16. The VDR shall be open only to the interested parties and Bidders subject to the
relevant confidentiality provisions and are required, in the first instance and at least two (2)
business days before the requested commencement of access date, to have paid the
participation fee set out in the ITB and submit a formal written request to the PBAC and
shall specify:
(i) the date of access;
(ii) names of authorized representatives; and
(iii) provide evidence of payment of participation fee.
17. The formal request must be duly received by the PBAC. A copy of the request shall
be furnished by email to the PBAC through the following contact details:
Attention: Chairman, NAIA PPP PBAC

Through the BAC Secretariat
[email protected]
(cc): [email protected]
18. The PBAC shall have the discretion to approve the request for access and may
impose such terms and conditions on access and use as may be deem reasonable.
(i) The PBAC Secretariat shall maintain a list of persons who have been
authorized to access the VDR. Only those persons whose names appear
on the said list may access the VDR.
(ii) Prospective Bidders may request for authorized representatives to be
granted access to the VDR following the above procedure.
19. Subject to the scheduling of access, following the issuance of such approval, the
Prospective Bidder's authorized representatives may access the VDR at any time it is open
from the date access is authorized until the Close of the VDR, but priority will be given to
Prospective Bidders who are requesting access for the first time.
20. Prospective Bidders who have been granted authority to access the VDR shall
coordinate with the VDR Manager for any concerns regarding the VDR, including
scheduling of access thereto.
21. To ensure equal opportunity to all Prospective Bidders, each Prospective Bidder
shall only be allowed a maximum of five (5) authorized representatives for each access.
Access Rights: Data Entry, Editing, Uploading and Archiving of Documents
22. Once the VDR has been activated and ready for use, the VDR Manager and Co-
managers can create project profiles and upload documents into the VDR. DOTr and MIAA
shall be the sole source of outbound documents that will be uploaded to the VDR.
23. The following table describes the access levels of the Project Team and Prospective
Bidders:
Access Levels
VDR Users Data Entry Edit Upload Download View
Documents Documents
IAs - PBAC No No No Yes Yes
VDR Manager and Co- Yes Yes Yes Yes Yes

managers
Transaction Advisor No No No Yes Yes
PPP Center No No No Yes Yes

Prospective Bidders No No Yes* Yes Yes
*Prospective Bidders queries
24. The following are the standard documents that will be uploaded to the VDR.
● Instructions to Bidders
● Bid Bulletins, Special Bid Bulletins
● Draft Concession Agreement
● Pre-Bid Conference Presentation
● Other relevant project documents
25. Other documents determined by the Project Team such as secondary data and
annual reports, may be uploaded as approved.
26. Requests for changes on VDR data that need to be acted upon by the VDR
Managers and co-Managers should be approved by the authorized representatives of the
Project Team. The requests can be sent via email as long as the required approvals are
clearly indicated by concerned parties.
Approval Protocols for Upload of Documents
27. The TA will send to the IAs an initial list (‘clearance list’) of documents that the TA
intends to upload to the VDR. It will have a general description of each document and a
snapshot of the first page of each document.
28. The IAs will secure internal approvals for each specified document, including the
necessary clearance, from the PBAC, through the PBAC Secretariat as deemed necessary.
29. For each succeeding additional document/s which will be added to the VDR, the TA
and IAs shall follow the same protocol set above. The VDR Manager and co-Managers
are designated to upload documents to the VDR.
File Size
30. The VDR shall accept uploads of a maximum of 500 MB. In cases of an upload of
a larger file size, the VDR Manager and co-Managers must coordinate with the VDR
Provider for further support through [email protected].
Source of Official Electronic Project Documents
31. The sole source of official electronic announcements, bid bulletins and other related
project documents shall be the PBAC and the PBAC Secretariat. This is to better monitor
the source and accuracy of the documents and protect the integrity of the bidding process.
Document Formats and Digitization Specifications

32. Document types to be accessed in the VDR will consist of electronic versions of text
documents, spreadsheets, photos, maps and other document types made available by the
IAs.
33. If the electronic versions are not available and scanning of hardcopy documents
must be done, the following minimum specifications for digitization (i.e., scanning) should
be observed by the IAs. Preferred document formats and attributes:
● Text encoded PDF documents for searchability (not embedded scanned
images unless necessary)
● MS Office formats
● Basic data formats (txt, csv, xml, etc.)
● Images encoded in TIFF, JPEG, or PNG format
● Minimum of 150 dpi image resolution
● Scanned images at 1:1 scale
● Maximum file size of 500 Mb (if higher is required, please contact
[email protected])
Circulation of Documents
34. Downloaded files are not intended for public dissemination. Restrictions on their
circulation may be further described in a Non-Disclosure Agreement between the
Prospective Bidder and the IAs.
35. It is the responsibility of the Bidders to regularly check their respective emails or log
into the VDR for the latest bid updates on the Project.
Inquiries of Prospective Bidders
36. Prospective Bidders shall use the VDR to submit their inquiries. Prospective Bidders
must use the template as specified in the ITB. Electronic copies of questions uploaded in
the VDR must be sent either through Microsoft Word or Excel format only. Queries on the
Bidding Documents must be concrete or clarificatory, and not purely hypothetical in nature.
37. Format of Prospective Bidder queries and comments on bid documents is set out in
Section 1.9 of the ITB.
Backing-Up the Project VDR Facility
38. Information, transactions, logs, and other data submitted or generated by the
system shall be stored in the reports section of the VDR. Documents will be retained in the
system within a period of 60 days upon deletion and/or closing of the VDR.
39. Any End User Files stored in the backup systems of the VDR provider shall be
destroyed within thirty-five (35) days. Upon the request of PBAC, through the PBAC
Secretariat, the VDR provider shall provide a certification of deletion or destruction of the
End User Files uploaded to an Exchange.
40. The backup strategy adopted will enable the fast recovery of the functionality and
integrity of the VDR should any issue arise, that may cause the system to break or corrupt
its data.

41. The VDR Managers shall be responsible for ensuring the availability and security of
backups as well as the recovery of the system.
VDR Technical Support
42. For technical issues, users may contact the following:

(i) VDR Manager or co-Managers, and/or
(ii) VDR Provider through the 24/7 technical support at [email protected]
43. To preserve the integrity of the VDR facility, the following practices shall be adopted:
● User access shall be encrypted.

● A 1 hour "no activity" timeout is in force within the system to prevent
unauthorized users from accessing the VDR in cases where computers are left
unattended. When the timeout is reached, users will need to relogin to the system.
● To maintain the ef iciency of the system, all transactions (uploading, downloading,

etc.) within the VDR must complete within a 1-hour period.
Otherwise, the system will timeout and the user will need to login again.
● Links to the log-in page will be sent to authorized users only.
● Actively monitor system performance and logs.
● Information Rights Management (IRM) protection, encryption and decryption,
virus scanning and application of watermarks.
● Apply best practices in keeping server systems secure.
● Discourage user access in public hotspots such as internet café s.
Deactivating a Project VDR
44. The order to deactivate the VDR will emanate from the PBAC. After deactivation,
authorized users will no longer be able to access the VDR. Extended access of the VDR
by Prospective Bidders and other users will be at the discretion of the PBAC.
45. Manual deactivation of the VDR will be done by the VDR Manager and co-
Managers. This process of deactivation will include deactivating user accounts and
archiving of the PPP project profile and its associated electronic document files.
Files Retention
46. Termination of the VDR must be requested by ADB OPPP. Upon termination, VDR
provider shall prepare an offline archive of the End User Files uploaded to an exchange for
the fee set forth in the relevant Work Order. It is understood and agreed by the parties that
upon termination of any Work Order or written notification ADB OPPP, the exchange is
marked for deletion forthwith, but remains on the Services for a period of sixty (60) days for
technical reasons. The files within the VDR will not be accessible to any End Users but can
be reactivated if requested by Client in writing.
Related Laws and Issuances
47. These Guidelines are subject to the provisions of the following laws:
● Republic Act No. 10173 or the Data Privacy Act of 2012

● Republic Act No. 10175 or the Cybercrime Prevention Act of 2012
● Republic Act No. 8792 or the Electronic Commerce Act of 2000
● Republic Act No. 8293 or the Intellectual Property Code of the Philippines
● Republic Act No. 9470 or the National Archives of the Philippines Act of 2007
● Other issuances of the National Privacy Commission

Annex 1 Summary Matrix – Roles and Responsibilities
VDR Manager/Co-
VDR Tasks IA Managers VDR Provider PPP Center Prospective Bidder
VDR Creation and Access
Send request to create initial. Yes No No Yes No

Username and Password for VDR Managers
Create VDR and initial username and password for VDR Managers No No Yes No No
Create Usernames and Passwords for Project Team and No No Yes No Yes
Prospective Bidders (Automatically make (Can set the password
the email address as upon receiving email to
the username) sign up)
VDR Main Activities
Data Entry, Editing, Updating* No Yes No No No
Upload of Documents No Yes No No No
Download Documents Yes Yes Yes Yes Yes
Viewing Documents Yes Yes Yes Yes Yes
Respond to Prospective Bidder Inquiries No Yes No No No
Send request to Deactivate Project VDR Yes No No No No
Deactivate Project VDR No No Yes No No
VDR Support Tasks
Source of Project Documents Yes Yes No No No
Digitization of Documents Yes Yes No No Yes
Project Files Retention Yes Yes Yes Yes Yes

(For 60 days upon
deletion of VDR
account)
Project Logs Retention Yes Yes Yes Yes No

VDR Technical Security and Technical Support No No Yes No No

ANNEX QDC: LIST OF QUALIFICATION DOCUMENTS
Complying Entity
Document Page Consortium Designated
Document Name Single Bidder
Ref. No. No. Operator
(indicate name) Member Member Member Member
name name name name (indicate name)
List of Qualification
QDC
Documents
QD-1 Form of Bid Letter
Certification of Not Being
QD-2A
an Airline-Related Entity
Certification of Not Being
QD-2B
a GCR Entity
QD-3A /
Business Structure
QD-3B
QD-4 Basic Information Sheet
Notarized C Certification
of Absence of
QD-5
Unsatisfactory
Performance Record
QD-6 Development Experience
Certificate for Establishing
QD-7A Shareholding in an Airport
Concessionaire
Certificate on the Details
QD-7B of Development
Experience

QD-8 Relationship with Affiliates
and Parent Companies
Operation and
QD-9
Maintenance Experience
Notarized Statement of
Capacity to Undertake the
Operation & Maintenance
Requirements of the
Project, and Commitment
to Enter into an
QD-10
Agreement with the
Concessionaire to
Undertake the Operation
& Maintenance
Requirements of the
Project
Shareholding in an Entity
QD-11A
that Operated and
Maintained an Airport
Certificate on the Details
QD-11B of Operations and
Maintenance Experience
QD-12 Key Personnel
Notarized Certification of
Absence of Unsatisfactory
QD-13
Performance Record for
Qualified Key Personnel
Capacity to Undertake the
QD-14 Requirements of the
Project, and Commitment
to Enter into an
Agreement with the

Concessionaire to
Undertake the Qualified
Key Personnel
Requirements of the
Project
QD-15
Financial Capability
Notarized Application to
QD-16
Participate in the Bidding
Notarized Corporate
Authorizations and
QD-17A
Designation of Authorized
Representative
Consortium Member’s
Notarized Authority to
Participate in the
Consortium and in the
QD-17B
Bidding, and Designation
of Lead Member and
Authorized Representative
of Consortium

ANNEX QD-1: FORM OF BID LETTER
[Letterhead]
Republic of the Philippines)

) s.s.
I, (name), (citizenship), of legal age, with office address at (address), as the authorized representative of
(name of Bidder), a (corporation/partnership/Consortium), (organized and existing under and by virtue of the
laws of [(place of incorporation/registration) or (organized by agreement among its Consortium Members)],
after having been duly sworn according to law, hereby declare for and on behalf of (name of Bidder) that:
1. In accordance with the Bidding Documents for the Ninoy Aquino International Airport PPP Project, (name
of Bidder), a (partnership/corporation/Consortium) with business address at [ ], hereinafter referred to as
the Bidder, submits its Qualification Documents and Bid Proposals in accordance with the Instructions to
Bidders to finance, design, construct, operate and maintain the Ninoy Aquino International Airport PPP
Project in accordance with the Concession Agreement.
2. Bidder’s Bid consists of the following components:
a. Qualification Documents;
b. Technical Proposal; and
c. Financial Proposal.
3. (Name of Bidder) declares that all statements made and the information and documents submitted in its
Qualification Documents and Bid Proposals are true and correct as of the date of this statement, and any
misrepresentation or false statement made therein shall be a ground for its disqualification.
4. (Name of Bidder) declares that it is compliant with ownership and control thresholds applicable to Airline-
Related Entities and GCR Entities.
5. (Name of Bidder) authorizes the DOTr to conduct any inquiries or investigations to verify the statements,
documents, and information submitted in its Qualification Documents and Bid Proposals, and to seek
clarification from its clients and bankers regarding any technical and financial aspects. (Name of Bidder)
also permits third parties to supply information required to verify statements and information submitted in
its Qualification Documents and Bid Proposals.
6. (Name of Bidder)’s Bid Proposal is unconditional and unqualified. (Name of Bidder) understands and
accepts all of the terms, conditions and other provisions of the Bidding Documents, including the final
version of the Concession Agreement and its Schedules and the Information Memorandum.
7. (Name of Bidder) acknowledges the right of the DOTr to reject its Qualification Documents and Bid
Proposal without assigning any reason and to cancel the Bidding process at any time, without incurring
any liability to the (name of Bidder).
8. (Name of Bidder), including all its Consortium Members, and all of the entities it has identified to comply
with the Qualification Requirements under the Instructions to Bidders, have not at any time (i) engaged
in any Corrupt, Fraudulent, Collusive, Coercive, Undesirable, or Restrictive Practices, (ii) have a Conflict
of Interest (iii) violated the Bidding Period Lock-Up Rules.
9. (Name of Bidder) waives any right to and shall not seek or obtain any restraining order, writ of injunction
or prohibition or any other form of coercive judicial, quasi-judicial or administrative writ, process or
issuance against the DOTr to restrain, prevent, suspend, or in any manner forestall, hinder or render
inconvenient the Bidding Process, the award of the Project to the Winning Bidder, and the implementation
of the Concession Agreement. (Name of Bidder) acknowledges that the DOTr is undertaking this Bidding

in the performance of its functions to ensure the provision of a critical basic necessity and that, therefore,
the Project is of paramount public interest and importance and that the DOTr will suffer serious and
irreparable damage on account of any breach by (name of Bidder) of these undertakings, and agrees
that the breach of these undertakings shall result in its automatic disqualification to bid for the Ninoy
Aquino International Airport PPP Project.
10. (Name of Bidder) agrees to keep its Bid Proposal valid for one hundred eighty (180) days from the Bid
Submission Date.
11. In the event that (name of Bidder) is declared as the Winning Bidder, (name of Bidder) agrees to comply
with the requirements of Section 12 (Notice of Award, Post-Award Requirements & Execution of
Concession Agreement) of the Instructions to Bidders and execute the Concession Agreement with the
within the deadlines set in the Instructions to Bidders.
(Date and Place of Execution.)
For and on behalf of (Name of Bidder/Name of Consortium and List of Consortium Members)
By:
(Name, Designation and Signature of Authorized Representative)
SUBSCRIBED AND SWORN TO before me this day of (month and year) at (place), affiant
exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (City)
on (date).
NOTARY PUBLIC
Doc. No.:
Page No.:
Book No.:
Series of 2023.

ANNEX QD-2A: Certification of Not Being an Airline-Related Entity
Republic of the Philippines )

) S.S.
Certification of Not Being an Airline-Related Entity
As per authenticated records, this is to certify that (Name of the Bidder / Consortium Member) is not an
Airline-Related Entity as defined in Section 16.3 of the Instructions to Bidders, and that:
1. (Name of the Bidder / Consortium Member) is not an Airline;
2. (Name of the Bidder / Consortium Member) does not have the power to direct or cause the direction of
the management policies and actions of an Airline, whether through: (i) direct or indirect ownership of at
least fifty percent (50%) plus one (1) of either or a combination of the following: (i.a) the total outstanding
voting shares, or (i.b) the voting rights, in an Airline, or (ii) the ability to elect a majority of the members
of an Airline’s board of directors, or (iii) any legal agreement or legal agreements, including a voting trust
or other voting agreements;
3. No Airline has the power to direct or cause the direction of the management policies and actions of (Name
of the Bidder / Consortium Member), whether through: (i) direct or indirect ownership of at least fifty
percent (50%) plus one (1) of either or a combination of the following: (i.a) the total outstanding voting
shares, or(i.b) the voting rights, in (Name of the Bidder / Consortium Member), or(ii) the ability to elect a
majority of the members of (Name of the Bidder /Consortium Member)’s board of directors, or (iii) any
legal agreement or legal agreements, including a voting trust or other voting agreements; and
4. (Name of the Bidder / Consortium Member) and an Airline are not subject to the same person’s power to
direct or cause the direction of their management policies and actions, whether through: (i) direct or
indirect ownership of at least fifty percent (50%) plus one (1) of either or a combination of the following:
(i.a) the total outstanding voting shares, or (i.b) the voting rights, or (ii) the ability to elect a majority of the
members of the board of directors, or (iii) any legal agreement or legal agreements, including a voting
trust or other voting agreements.
Certified by:
Name of the Authorized Representative:

(Signature, name and designation of the Authorized Signatory)
SUBSCRIBED AND SWORN TO before me this (____) day of (month and year) at (place),
affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial
regulations), issued at (city) on (date).
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: _________
Series of 2023

ANNEX QD-2B: Certification of Not Being a GCR Entity

) S.S.
Certification of Not Being a GCR Entity
As per authenticated records, this is to certify that (Name of the Bidder / Consortium Member) is not a GCR
Entity as defined in Section 16.25 of the Instructions to Bidders, and that:
1. (Name of the Bidder / Consortium Member) is not a concessionaire of any of the Greater Capital Region
(GCR) airports, namely: (i) Clark International Airport, (ii) New Manila International Airport, and (iii)
Sangley Point International Airport;
2. (Name of the Bidder / Consortium Member) does not possess at least one-third (1/3) voting rights in a
GCR concessionaire, whether through: (i) direct or indirect ownership of at least thirty-three percent
(33%) plus one (1) of either or a combination of the following: (i.a) the total outstanding voting shares, or
(i.b) the voting rights, in a GCR concessionaire, or (ii) the ability to elect one-third (1/3) of the members
of a GCR concessionaire’s board of directors, or (iii) any legal agreement or legal agreements, including
a voting trust or other voting agreements;
3. (Name of the Bidder / Consortium Member) does not have the power to direct or cause the direction of
the management policies and actions of an entity that has Significant Interest (as defined in Section 16.40
of the Instructions to Bidders) in a GCR concessionaire, whether through: (i) direct or indirect ownership
of at least fifty percent (50%) plus one (1) of either or a combination of the following: (i.a) the total
outstanding voting shares, or (i.b) the voting rights, in an Airline, or (ii) the ability to elect a majority of the
members of an Airline’s board of directors, or (iii) any legal agreement or legal agreements, including a
voting trust or other voting agreements;
4. No entity that has Significant Interest in a GCR concessionaire has the power to direct or cause the
direction of the management policies and actions of (Name of the Bidder / Consortium Member), whether
through: (i) direct or indirect ownership of at least fifty percent (50%) plus one (1) of either or a
combination of the following: (i.a) the total outstanding voting shares, or(i.b) the voting rights, in (Name
of the Bidder / Consortium Member), or (ii) the ability to elect a majority of the members of (Name of the
Bidder /Consortium Member)’s board of directors, or (iii) any legal agreement or legal agreements,
including a voting trust or other voting agreements; and
5. (Name of the Bidder / Consortium Member) and an entity that has Significant Interest in a GCR
concessionaire, are not subject to the same person’s power to direct or cause the direction of their
management policies and actions, whether through: (i) direct or indirect ownership of at least fifty percent
(50%) plus one (1) of either or a combination of the following: (i.a) the total outstanding voting shares, or
(i.b) the voting rights, or (ii) the ability to elect a majority of the members of the board of directors, or (iii)
any legal agreement or legal agreements, including a voting trust or other voting agreements.
Certified by:
Name of the Authorized Representative:

(Signature, name and designation of the Authorized Signatory)
SUBSCRIBED AND SWORN TO before me this (____) day of (month and year) at (place),
affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial
regulations), issued at (city) on (date).

Notary Public
Doc. No.: _________
Page No.: _________
Book No.: _________
Series of 2023

ANNEX QD-3A: Business Structure (for a Bidder which is an individual, partnership,
corporation or any other juridical entity)
1. Name of Bidder:
____________________________________________________________
2. Contact Information of Bidder
a. Address
b. Website
c. Contact Person
i. Telephone
ii. Fax
iii. E-mail
3. Entity Proposed to Meet Development Experience
a. Name of Entity
b. Relationship to Bidder
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by an Affiliate of the Bidder, provide evidence of such affiliation using
the form prescribed in Annex QD-8.
4. Entity which fulfills the Operations and Maintenance Experience Requirement
a. Name of Affiliate
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by an Affiliate of the Bidder, provide evidence of such affiliation using
the form prescribed in Annex QD-8.
5. Entity Proposed to Meet Financial Capability Qualification Requirements

a. Name of Entity
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by the Parent Company of the Bidder, provide
evidence of such affiliation using the form prescribed in Annex QD-8.
For and on behalf of (Name of Bidder)
(Signature of Authorized Representative)
(Name, Title, and Date)

ANNEX QD-3B: Business Structure (for a Bidder which is a Consortium)
Name of Consortium:
____________________________________________________________
1. Consortium Members
Lead Member Other Member Other Member Other Member

Name
Percentage Interest in
the Consortium
Type of Legal Entity
(corporation/
partnership)
Role in Consortium
2. Contact Information of Consortium Members
a. Lead Member
b. Address
c. Website
d. Contact Person
i. Telephone
ii. Fax
iii. E-mail
a. Consortium Member
b. Address
c. Website
d. Contact Person
i. Telephone
ii. Fax
iii. E-mail
[Note: If there are more Consortium Members, replicate the table above.]
3. Entity Proposed to Meet Development Experience
a. Name of Entity
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by an Affiliate of a Consortium Member, provide evidence of such
affiliation using the form prescribed in Annex QD-8.

4. Entity which fulfills the Operations and Maintenance Experience Requirement
a. Name of Affiliate
b. Entity With Whom It Is Affiliated
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by an Affiliate of a Consortium Member, provide evidence of such
affiliation using the form prescribed in Annex QD-8.
5. Entity Proposed to Meet Financial Capability Qualification Requirements
a. Name of Entity
c. Address
d. Website
e. Contact Person
i. Telephone
ii. Fax
iii. E-mail
Note:
a. If this requirement is fulfilled by the Parent Company of a Consortium Member, provide evidence of
such affiliation using the form prescribed in Annex QD-8.
For and on behalf of (Name of Consortium and Lead

Member)

ANNEX QD-4: Basic Information Sheet
a. To be submitted by all entities listed in all sections of the Business Structure (Annex QD-3A or QD-3B).
b. Required attachment: In case of a corporation created pursuant to the Corporation Code of the
Philippines, an SEC-certified true copy of its latest General Information Sheet (“GIS”).
In case of a foreign partnership, corporation or other juridical entity, the equivalent document (or a
document providing similar information as required under a GIS) submitted to and acknowledged by the
appropriate government agency in the foreign country where the foreign entity was registered for
recognition or creation of its juridical personality or capacity. The certification may come from either an
appropriate government agency in a foreign country, or the entity’s corporate secretary or authorized
representative. If it comes from the entity’s corporate secretary or authorized representative, the
certification must be under oath and notarized. If the certification is issued or notarized outside the
Philippines, it must be authenticated before a Philippine consular official at the Philippine consulate
having jurisdiction over the place of issue.
In case the foreign partnership, corporation or other juridical entity does not have a GIS or its equivalent,
the entity shall submit a certification from its corporate secretary or authorized representative stating that
no such document is available in the country where the entity is registered for recognition or creation of
its juridical personality or capacity and such entity must also submit a document providing similar
information as required in a GIS, certified either by the appropriate government agency in its home
country, or by such entity’s corporate secretary or authorized representative. If the certification is made
outside the Philippines, it must be authenticated before a Philippine consular official at the Philippine
consulate having jurisdiction over the place of issue.
1. Name of Entity
2. Type of entity Individual
(please check one) Partnership
Corporation
3. Consortium Member or not? Yes
(please check one) No
3a. Airline Related Yes
Entity or not? No
(please check one)
3b. GCR entity or not? Yes

(please check one) No
4. Affiliate of an entity listed in Yes, Affiliate of _______________
QD-3A or QD-3B? No
5. Place of Incorporation or Registration
6. Year of Incorporation or Registration
7. Principal Purposes or Businesses
8. Shareholder or Partner Information

Name of Shareholder or Nationality Percentage Total of Shareholding of
Partner Partnership Interest
[Note: Insert rows as necessary]
For entities listed on the Philippine Stock Exchange (“PSE”), the Bidder must submit the listed entity’s latest
Public Ownership Report and List of Top 100 Stockholders, as submitted to the PSE. The information in such
Report and List must be as of a date no earlier than 31 December 2022. Shares held by PCD Nominee may
be lumped together in the List of Top 100 Stockholders.
For entities listed outside the Philippines, the Bidder must state where the entity is listed, and must submit
the equivalent document/s that is/are submitted to the listed entities’ public or private regulator. The most
recent submission to such a regulator must be submitted, provided that such submission contains information
as of a date no earlier than 31 December 2022.
10. Information on Beneficial Owners who own more than 5% Beneficial Interest
Name of Beneficial Owner Nationality Percentage Total of Beneficial Ownership
[Note: Insert rows as necessary]
For and on behalf of For and on behalf of

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

_________________________________ ________________________________
(Name, Title, and Date) (Name, Title, and Date)

ANNEX QD-5: Notarized Certification of Absence of Unsatisfactory Performance Record
Note: To be submitted by all entities proposed to meet the Technical Qualification Requirements or Financial
Capability Qualification Requirements, as identified in the Business Structure (Annex QD-3A or QD-3B).
Bidder:
Entity which fulfills a
Qualification Requirement:
Relationship to Bidder

) S.S.
Notarized Certification of Absence of Unsatisfactory Performance Record
I, (name), (citizenship), of legal age, with office address at (address), as the (position/designation) of (name
of entity represented), a (corporation/partnership) organized and existing under and by virtue of the laws of
(place of incorporation/registration) hereby certify, for and on behalf of (name of entity represented), that
(name of entity represented) does not have any record of Unsatisfactory Performance, as defined in Section
16 of the Instructions to Bidders.
Date and Place of Execution.
For and on behalf of (Name of Entity)
______________________________________
(Name)
(Designation)
SUBSCRIBED AND SWORN TO before me this (____) day of (month and year) at (place), affiant exhibiting
to me his/her (proof of identity acceptable under Philippine notarial regulations), issued at (city) on (date).
Notary Public
Doc. No.: _____________

Page No.: _____________
Book No.: _____________
Series of 2023.

ANNEX QD-6: Development Experience
a. To be submitted by the entity which fulfill the Development Experience Requirement in Section 2.2.e, as
identified in the Business Structure (Annex QD-3A or QD-3B), Item 3.
b. Required attachment for each qualifying airport investments:

(i) Certificate of Details of Development Experience using the form prescribed in Annex QD-7.
(ii) If the project was completed by an Affiliate of the entity which fulfills the Development Experience
requirement, evidence of such affiliation using the form prescribed in Annex QD-8.
1. Entity that fulfills the Development Experience Requirement in Section 2.2.e, as identified in item 3 of the
Business Structure (Annex QD-3A or QD-3B).
Bidder:
Entity Proposed to Meet
Development Experience:
Relationship to Bidder: (Bidder / Consortium Member)
2. Project Completed* for Development Experience:
Name of Airport
Location / Country
Description of Qualifying Airport
Investments (No. of years, nature of
works)
Dates over which the Qualifying Airport Commencement Date: Qtr / Year
Investments were undertaken Completion Date: Qtr / Year
Nature of Involvement
Total Value of Qualifying Airport PHP:
Investment Original Currency [xxx]:
Name of Entity that Completed the
Qualifying Airport Investments**
Client* (if the entity named above was not
the client)
* Please provide details of the relevant project.
**Must be the Entity identified in #1 or an Affiliate. If an Affiliate, please attach an Auditor
Certificate of such affiliation as per format provided in Annex QD-8.
For and on behalf of (Name of Entity) For and on behalf of (Name of Bidder/if
Consortium, Name of Consortium and
Lead Member)

_________________________________ ________________________________

ANNEX QD-7A: Certificate for Establishing Shareholding in an Airport Concessionaire
The entity nominated to fulfill the Development Experience requirement shall be required to obtain a
certification from its corporate secretary following the format prescribed below:
This is to certify that …………………….. [name of the Bidder / Consortium Member / Affiliate]:
[Describe the shareholding of the Bidder / Consortium Member / Affiliate in the airport owner or
concessionaire. The equity interest of the Bidder / Consortium Member / Affiliate must be suitably described
and similarly certified herein, and must clearly indicate that it held such equity interest within the Eligible
Period. The same shall be further substantiated through the submission of the legal agreement or
documentation evidencing such equity interest / shareholding in the airport owner or concessionaire.]
Certified by:
(Signature, name, and designation of the corporate secretary of the Bidder / Consortium Member / Affiliate)
Date:

Annex QD-7B: Certificate on the Details of Development Experience
For the airport project reference being submitted to fulfill the Development Experience requirement, the entity
claiming such experience shall be required to obtain a certification from the Auditor following the format
prescribed below:
This is to certify that …………………….. [name of the Bidder / Member of Consortium / Affiliate]
owned/was the Concessionaire for ] the …………………….. [name of airport].
We further certify that the total estimated capital cost of qualifying airport investments, in historical prices,
is PhP …………………….. Million, of which the capital cost incurred during the Eligible Period in the
respective years is as per the details presented below.
Year (Capital Cost incurred in (Capital Cost incurred in Exchange rate in pesos per
PhP Million; historical prices) [Original Currency]; historical unit of original currency4
prices)
Year 1
(YYYY)
Year 2
(YYYY)
Year
10
(YYYY)
Total
Certified by:
Name of the issuer:

Designation:
Signature:
Date:
* Please provide the above information and certification for any additional airports.
4 Average exchange rate for the relevant year as published in the website of the Bangko Sentral ng Pilipinas,
https://www.bsp.gov.ph/SitePages/Statistics/exchangerate.aspx

Annex QD-8: Certificate for Establishing Relationship with Affiliates and Parent Companies
If the experience belongs to an Affiliate or Parent Company of the entity, a certificate from an Auditor providing
evidence of such relationship shall be submitted, substantially covering the details prescribed in the format
below:
As per authenticated records, this is to certify that …………………….. [name of the Bidder /
Consortium Member / Affiliate / Parent Company) is an Affiliate / Parent Company of
…………………….. [name of Bidder / Consortium Member / Affiliate / entity) as defined in the
Instructions to Bidders.
A brief description of such affiliation is given below:
[Describe the shareholding of the Applicant / Consortium Member and the Affiliate. Upon confirmation
of the affiliate / parent-subsidiary relationship, such relationship may be suitably described and
similarly certified herein. In case the control is exercised through a legal agreement, provide provisions
of such legal agreement evidencing such control.]
Certified by:
Name of the Auditor:

Designation: (Signature, name and designation of the authorized signatory)
Date:

ANNEX QD-9: Operation and Maintenance Experience
a. To be submitted by the entity or entities which fulfill the Operations and Maintenance Experience
Requirement in Section 2.2.f, as identified in the Business Structure (Annex QD-3A or Annex QD-3B),
Item 6.
b. The entity or entities which will fulfill this Experience Requirement must demonstrate that the airport has
achieved the satisfaction scores provided in Section 2.2.f(2).
c. Required attachments:
(i) Certificate for Establishing Shareholding in an Entity that Operated and Maintained an Airport using
the form prescribed in Annex QD-11A.
(ii) Certificate on the Details of Operations and Maintenance Experience using the form prescribed in
Annex QD-11B.
(ii) If the airport was or is being operated by an Affiliate of the entity which fulfills the Operations and
Maintenance Experience requirement, evidence of such affiliation using the form prescribed in
Annex QD-8.
(iii) Details on the entity which fulfills the Operations and Maintenance Experience Requirement in
Section 2.2.f, as identified in item 6 of the Business Structure (Annex QD-3A or QD-3B).
Bidder
Entity which fulfills the
requirement
Relationship to Bidder (Bidder / Consortium Member / Affiliate of
Bidder / Affiliate of Consortium Member)
Name of Airport
Location / Country
Scope of Operations and Maintenance at [Landside, Terminals, Airside, Commercial,
the Airport Air Traffic, etc]
Start Date of Operation By Proposed
Entity
End Date of Operation By Proposed Entity
Nature of Involvement in the Airport
Name of Entity that undertook the (if not the entity nominated to fulfill this
operation and maintenance of the airport requirement, indicate relationship)
For and on behalf of (Name of Entity) For and on behalf of (Name of Bidder/if
Consortium, Name of Consortium and
Lead Member)

_________________________________ ________________________________

Annex QD-10: Notarized Statement of Capacity to Undertake the Operation & Maintenance
Requirements of the Project, and Commitment to Enter into an Agreement with the
Concessionaire to Undertake the Operation & Maintenance Requirements of the Project
To be submitted by any Designated Operator proposed by the Bidder to qualify for the technical requirements
under the category of Operation & Maintenance Experience in Section 2.2.f, as identified in the Business
Structure (Annex QD-3A or Annex QD-3B), Item 4.
Bidder:
Entity which fulfills the requirement:
Relationship to Bidder:

) s.s.
Notarized Statement of Willingness to Participate in, and Capacity to Undertake the Requirements of the
Projects
I, (insert name),(insert citizenship), of legal age, with office address at (insert address), as the (insert
position/designation) of (insert name of Designated Operator), a (insert legal status such as
corporation/partnership) organized and existing under and by virtue of the laws of (insert place of
incorporation/registration) hereby declare for and on behalf of (name of Designated Operator) that:
1. (Name of Designated Operator) is willing to participate, through the (Name of Bidder) in the bid for
the Ninoy Aquino International Airport PPP Project in accordance with the Bidding Documents.
2. (Name of Designated Operator) has the required experience and capacity to undertake the
requirements for its services in the Projects in accordance with the Bidding Documents.
3. Based on my personal knowledge or authentic documents, the information provided in Annex QD-5
is true and correct.
4. If selected by (Name of Bidder), (name of Designated Operator) shall formally enter into a contract
with the Project Proponent to perform the obligations and assume the attendant liabilities as
Designated Operator for the Ninoy Aquino International Airport PPP Project
For and on behalf of (Name of Entity)

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

Page No.: _________
Book No.: ________
Series of 2023

ANNEX QD-11A: Certificate for Establishing Shareholding in an Entity that Operated and
Maintained an Airport
If the entity fulfilling the O&M Experience is not itself a third party previously designated to operate and
maintain an airport, it shall be required to obtain a certification from its corporate secretary following the
format prescribed below:
This is to certify that …………………….. [name of the Bidder / Consortium Member / Affiliate]:
[Describe the shareholding of the Bidder / Consortium Member / Affiliate in the entity that operated and
maintained an airport. The equity interest of the Bidder / Consortium Member / Affiliate must be suitably
described and similarly certified herein, and must clearly indicate that it held such equity interest within the
Eligible Period. The same shall be further substantiated through the submission of the legal agreement or
documentation evidencing such equity interest / shareholding in the entity that operated and maintained an
airport.]
Certified by:
(Signature, name, and designation of the corporate secretary of the Bidder / Consortium Member / Affiliate)
Date:

ANNEX QD-11B: Certificate on the Details of Operations and Maintenance Experience
For the project being cited as a reference to fulfill the Operations and Maintenance Experience requirement,
a certificate shall be produced by the entity claiming such experience as evidence for having the said
experience. Such certificate shall substantially cover the details required in the format prescribed below:
[If the entity nominated to fulfil the O&M requirement is a third party designated to be responsible for the
O&M of the airport reference]:
This is to certify that …………………….. [name of the entity nominated to fulfill the O&M requirement]
undertook the day-to-day operations (landside and airside) of …………………….. [name of International
Airport], dealing with relevant government authorities, investing and maintaining the related infrastructure
(landside and airside) during the years of the Eligible Period shown below, and that during such period,
the Annual Passenger Throughput at the International Airport was as shown below:
[Or, if the entity nominated to fulfill the O&M requirement has an equity interest of at least 10% in the entity
that undertook the overall responsibility for operating and maintaining the airport]:
This is to certify that …………………….. [name of the entity nominated to fulfill the O&M requirement]
owned [x] percent of …………………….. [name of the qualifying International Airport] as provided in our
Annex QD-11A submission, from …………………….. [start date] to …………………….. [end date], during
which period the total Annual Passenger Throughput at the International Airport was as shown below:
Year Total Annual Passenger Throughput International Annual Passenger Throughput
Year 1*
Year 2
Year 3
Year 4
Year 5
*Please reflect actual year/s.
Where the Annual Passenger Throughput of an airport is the sum total of its arriving and departing
passengers for a stated period of time. A transit passenger, who does not leave the airport terminal, is
counted once as an arriving passenger.
Certified by:
Name of the issuer:

Designation: (Signature, name and designation of the authorized signatory)
Date:

ANNEX QD-12: Key Personnel
Name of Bidder:
____________________________________________________________
1. Individual previously in a senior management level role responsible for the management of the operation
of an airport for a period of at least three (3) calendar years. The passenger throughput of the airport shall
be at least ten (10) million passengers per annum during the Eligible Period.
.
Name
Employer
Position
Nationality
Date of Birth
1.1 Key Experience (add columns as necessary)

Employer
Position
Start Date
End Date
Description of
Projects Undertaken
1.2 Educational Background

College Degree: School: Year Graduated:
Graduate Studies: School: Year Graduated:
Professional License: Year:
2. Individual previously in a senior management level role responsible for the management of repairs and
maintenance of an airport for a period of at least three (3) calendar years. The passenger throughput of
the airport shall be at least ten (10) million passengers per annum during the Eligible Period.
Name
Employer
Position
Nationality
Date of Birth

Employer
Position
Start Date
End Date
Description of
Projects Undertaken

3. Individual responsible for client-side delivery of a complex multi-year portfolio or program of projects that
included the airport, design and construction projects at an airport with a throughput of at least ten (10)
million passengers per annum during the Eligible Period.
Name
Employer
Position
Nationality
Date of Birth

Employer
Position
Start Date
End Date
Description of
Projects Undertaken

4. Individual responsible for the commercial development and marketing of an airport, having experience in
commercial leasing management.
Name
Employer
Position
Nationality
Date of Birth

Employer
Position
Start Date
End Date
Description of
Projects Undertaken


5. Individual responsible for the preparation of an airport master plan (as a client or consultant) for more than
2 airports with a throughput of at least 10 million passengers within the Eligible Period. This person shall also
have experience of complex terminal airport planning including the management of terminal stimulation.
Name
Employer
Position
Nationality
Date of Birth

Employer
Position
Start Date
End Date
Description of
Projects Undertaken

6. Individual responsible (as a client, consultant, or contractor) for procurement and delivery of a complex
multi-year portfolio or program of information technology system projects at an airport with a throughput of
at least 10 million passengers per annum during the Eligible Period.
Name
Employer
Position
Nationality
Date of Birth

Employer
Position
Start Date
End Date
Description of
Projects Undertaken


If selected by (name of Bidder), (name of Concessionaire) undertakes to use the above-named key personnel
in the implementation of the Ninoy Aquino International Airport PPP Project .
For and on behalf of (Name of Bidder/if Consortium,

Name of Consortium and Lead Member)

ANNEX QD-13: Notarized Certification of Absence of Unsatisfactory Performance Record for
Note: To be submitted by all persons proposed to meet the Technical Qualification Requirements of Qualified
Key Personnel in Section 2.2.g.
Bidder:
Person which fulfills the Qualification
Requirement:

) S.S.
Notarized Certification of Absence of Unsatisfactory Performance Record for all Qualified Personnel
I, (name of Qualified Key Personnel), (citizenship), of legal age, with office address at (address), hereby
certify that I do not have any record of Unsatisfactory Performance, as defined in Section 16 of the Instructions
to Bidders.
(Signature of Qualified Key Personnel)
______________________________________
(Name)
(Designation)
Notary Public
Doc. No.: _____________

Page No.: _____________
Book No.: _____________
Series of 2023.

ANNEX QD-14: Notarized Statement of Capacity to Undertake the Qualified Key Personnel
Requirements of the Project, and Commitment to Enter into an Agreement with the
Concessionaire to Undertake the Qualified Key Personnel Requirements of the Project
To be submitted by any person proposed by the Bidder to qualify for the technical requirements under the
category of Qualified Key Personnel in Section 2.2.g.
Bidder:
Person which fulfills the Qualification

Requirement:

) s.s.
Notarized Statement of Willingness to Participate in, and Capacity to Undertake the Requirements of the
Projects
I, (insert name of Qualified Key Personnel),(insert citizenship), of legal age, with office address at (insert
address), hereby declare that:
5. I am willing to participate as a Qualified Key Personnel, through (Name of Bidder) in the bid for the
Ninoy Aquino International Airport PPP Project in accordance with the Instructions to Bidders.
6. I have the required experience and capacity to undertake the required services for the Project in
accordance with the Bidding Documents.
7. Based on my personal knowledge or authentic documents, the information provided in Annex QD-12
is true and correct.
8. If selected by (Name of Bidder), I shall formally enter into a contract with the Project Proponent to
perform the obligations and assume the attendant liabilities as Qualified Key Personnel for the Ninoy
Aquino International Airport PPP Project
(Signature of Qualified Key Personnel)

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

Page No.: _________
Book No.: ________
Series of 2023

ANNEX QD-15: Notarized Statement of Financial Capability
Note: To be submitted by the entity proposed to meet the Financial Capability Qualification Requirements,
as identified in the Business Structure (Annex QD-3A or QD-3B).
Required Attachments:
1. Certified true copies of the latest audited financial statements and latest income and business tax returns,
which must be for a fiscal period ending in any month in [⬤] and certified true copy of the latest
unaudited quarterly financial statements for the quarter ending prior to the month of the Bid Submission
Date, and provided that the audited financial statements must be stamped “received” by the Bureau of
Internal Revenue (“BIR”) or any Bureau of Internal Revenue authorized agent bank, or for foreign entities,
the appropriate government agency equivalent to the Bureau of Internal Revenue in the foreign country
where the foreign entity was registered for creation or recognition of its juridical personality or capacity.
In the event that the laws of the foreign country where the foreign entity is registered do not require the
submission of an audited financial statements to the government agency equivalent to the BIR but to
another government agency that is mandated to incorporate companies and regulate businesses to
ensure compliance with business registration and corporate legislation, the PBAC will accept the audited
financial statements acknowledged/received by the latter government agency. The certification may be
issued by an officer of the entity proposed to meet the Financial Capability Qualification Requirements,
in which case the certification must be under oath and notarized, provided that the certification relating to
the unaudited quarterly financial statements must be issued by the entity’s chief financial officer. If there
is a discrepancy between the financial statements, the entity must submit the relevant supporting
documents to explain the discrepancy. Furthermore, the corporate secretary or authorized representative
of the foreign entity can issue the certification that a copy of the audited financial statements
(acknowledged received by the relevant government agency) is a true copy. If a foreign entity is not
required to submit its audited financial statements to any government office, the audited financial
statements, certified by the corporate secretary or authorized representative, must be submitted.
2. Letter(s) from the potential lenders of the entity proposed to meet the Financial Capability Qualification
Requirements attesting that the entity is banking with them, and that such entity is in good financial
standing and is qualified to obtain credit accommodations from such bank/s to finance the project
equivalent to the value of the debt requirement of the proposal. Such a letter or letters should come from
a domestic universal/commercial bank or an international bank authorized by the Bangko Sentral ng
Pilipinas (BSP) to transact in the Philippines.
3. If the Bidder or the Lead Member is proposed to comply with the Financial Capability Qualification
Requirements, attach evidence of such affiliation.
Bidder
Entity Proposed to Meet Financial
Capability
Qualification Requirements
Relationship to Bidder (Bidder / Consortium Member)

) s.s.

Notarized Statement of Financial Capability
I, (name), (citizenship), of legal age, with office address at (address), as the (position/designation) of (name
of entity), a (corporation/partnership) organized and existing under and by virtue of the laws of (place of
incorporation/registration), after having been duly sworn according to law, hereby certify for and on behalf of
(name of entity) that the information stated in this Notarized Statement of Financial Capability is true and that
the attached documents are genuine and true copies of the original.
1. (name of entity) has a minimum net worth equivalent to at least [⬤] or its equivalent as of its audited
financial statements which must be for a fiscal period ending in any month in [⬤], a certified true copy of
which is attached to this certificate.
2. The financial summary of (name of entity) from (most recent fiscal year) is as follows:
Financial Information (Most Recent Fiscal Year)

(indicate last day of accounting year)
1. Total assets
2. Total liabilities
3. Total net worth
4. Profits before taxes
5. Profits after taxes
3. (name of entity) is a client in good standing in the following financial institutions (provide the names
of at least two financial institutions):
Name of Financial Institution
Address
Contact Person

For and on behalf of (Signature of Authorized
Representative)
_________________________________
(Name) (Designation)
SUBSCRIBED AND SWORN TO before me this (⬤) day of (month and year) at (place), each affiant
exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations), issued at (city)
on (date).
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: _________
Series of 2023.

ANNEX QD-16: Notarized Application to Participate in the Bidding
Note: To be submitted by the Bidder.
[Letterhead]

) s.s.
Application to Participate in the Bidding
(name of Bidder), a (corporation/partnership or Consortium) (organized and existing under and by virtue of
the laws of [place of incorporation/ registration] or organized by agreement among its Consortium Members),
as indicated by the authorization certificate attached as [Annex QD-17A (for a partnership or corporation) or
Annex QD-17B (for a Consortium)], after having been duly sworn according to law, hereby certify for and on
behalf of (name of Bidder) that:
1. In accordance with the Bidding Documents for the Ninoy Aquino International Airport PPP Project
(hereinafter referred to as the “Project”), the (name of Bidder), a (partnership/corporation/Consortium)
with business address at (business address), is applying to participate in the Bidding for the Ninoy
Aquino International Airport PPP Project and submits its Qualification Documents and Bid Proposals.
(name of Bidder) accepts all the terms and conditions of the Bidding Documents.
2. (name of Bidder) confirms that all statements made and the information and documents provided in its
Qualification Documents and Bid Proposals, including statements made and information and
documents provided by all Consortium Members, their Affiliates, and proposed Designated Operator, in
any of the Qualification Documents and Bid Proposals are true and correct, and any misrepresentation
or false statement made therein shall be a ground for its disqualification from the Bidding.
3. (name of Bidder) authorizes the DOTr to conduct any inquiries or investigations to verify the
statements, documents, and information submitted in its Qualification Documents and Bid Proposals,
and to seek clarification from its clients and bankers regarding any technical and financial aspects.
(name of Bidder) also permits third parties to supply information required to verify statements and
information submitted in its Qualification Documents and Bid Proposals
4. (name of Bidder) acknowledges the right of the DOTr to reject its Qualification Documents and Bid
Proposals without assigning any reason and to cancel the Bidding at any time, without incurring any
liability.
5. (name of Bidder), including the entities it has proposed to meet the Qualification Requirements under
the Instructions to Bidders, have not at any time engaged in any Corrupt, Fraudulent, Collusive,
Coercive, Undesirable, or Restrictive Practices, nor have a Conflict of Interest.
6. (name of Bidder) waives any right to and shall not seek or obtain any restraining order, writ of injunction
or prohibition or any other form of coercive judicial, quasi-judicial or administrative writ, process or
issuance against the DOTr to restrain, prevent, suspend, or in any manner forestall, hinder or render
inconvenient the Bidding for the Project. (name of Bidder) acknowledges that the DOTr is undertaking
this Bidding in the performance of its function to ensure the provision of a critical basic necessity and
that, therefore, the Project is of paramount public interest and importance and that the DOTr and the
Government will suffer serious and irreparable damage on account of any breach by (name of Bidder)
of these undertakings, and agree that the breach of these undertakings shall result in (name of
Bidder)’s automatic disqualification from the Bidding.

For and on behalf of (Name of Bidder/Name of

Consortium / List of Consortium Members)

_________________________________
on (date).
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: _________
Series of 2023.

Annex QD-17A: Notarized Corporate Authorizations and Designation of Authorized
Representative
Note: To be submitted by a Bidder that is a partnership or corporation
[Letterhead of Bidder]
) s.s.
I, (name of corporate secretary or equivalent officer), after having been duly sworn according to law, hereby
depose and state that:
1. I am a ( ) citizen, of legal age and a resident of [ ];
2. I am the duly elected (corporate secretary or equivalent officer) of (name of Bidder) (the “Bidder”),
a (corporation/partnership) organized and existing under and by virtue of the laws of (the
Philippines);
3. At a (regular/special) meeting of the (board of directors/partners) of the Bidder, held on (date) at

(place), in which meeting a quorum was present and acting throughout, the following resolutions
were unanimously passed and approved:
RESOLVED, AS IT IS HEREBY RESOLVED, that (name of Bidder) be, and is, authorized
to participate in the Bidding for the Ninoy Aquino International Airport PPP Project
(“Project”) and to submit the Qualification Documents and Bid Proposals for the Project;
RESOLVED FURTHER, that in the event the Bidder is declared as the Winning Bidder, it
commits to fulfill all the requirements in Section 12 (Notice of Award, Post-Award
Requirements & Execution of Concession Agreement) of the Instructions to Bidders,
including the submission and completion of the Post-Award Requirements, the posting of
the Construction Performance Security and the signing of the Concession Agreement with
the DOTr.
RESOLVED FURTHER, that (name of representative) be and is hereby appointed as the

authorized representative of the Bidder during the Bidding Process, authorized to execute,
sign, submit and receive documents for, and otherwise act in the name of, the Bidder;
RESOLVED, FINALLY, that any and all acts done and/or performed by (name of
representative) under and by virtue of this resolution be, as they are hereby, confirmed and
ratified.
4. These resolutions have not been revoked, amended or modified and remain valid and
binding on the Bidder; and
5. The above resolutions are in accordance with the records of the Bidder.

Place, Date of Execution.
_________________________________
[Corporate Secretary or Equivalent Officer]
on (date).
Notary Public
Doc. No.: _________
Page No.: _________
Book No.: _________
Series of 2023.

ANNEX QD-17B: Consortium Member’s Notarized Authority to Participate in the Consortium
and in the Bidding, and Designation of Lead Member and Authorized Representative of
Consortium
Note: For a Bidder that is a Consortium, to be submitted by each Consortium Member
[Letterhead of Bidder]

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

Member), a (corporation/partnership) organized and existing under and by virtue of the laws of
(the Philippines);
3. At a regular/special meeting of the (board of directors/partners) of (name of Consortium

Member), held on (date) at (place), in which meeting a quorum was present and acting
throughout, the following resolutions were unanimously passed and approved:
RESOLVED, AS IT IS HEREBY RESOLVED, that (name of Consortium Member) be, and is,
authorized to participate, through a Consortium consisting of the following Members and their
respective nationalities and committed percentage interests in the Consortium, in the Bidding for
the Ninoy Aquino International Airport PPP Project (“Project”) and to submit the Qualification
Documents and Bid Proposals for the Project;
Name of Consortium Member Nationality % Interest
RESOLVED FURTHER, that (name of Consortium Member) in the exercise of its interest in the
Consortium hereby:
(a) designates (name of Lead Member of Consortium) as Lead Member of the Consortium with
the authority to represent Consortium during the Bidding for the Project;
(b) designates (name of authorized representative of Consortium) as the authorized

representative of the Consortium during the Bidding for the Project, and for such purpose shall
have the authority to execute, sign, submit and receive documents for, and otherwise act in
the name of the Consortium.
RESOLVED, FURTHER, that any and all acts done and/or performed by (name of Lead Member
of Consortium) and (name of authorized representative of Consortium) under and by virtue of this
resolution be, as they are hereby, confirmed and ratified.
RESOLVED FURTHER, that the (name of Consortium Member) shall maintain its percentage
interest in the Consortium in accordance with its Bid, the Instructions to Bidders and the Concession
Agreement, and thereafter shall comply with the requirements and restrictions on changes in
ownership as stated in the Concession Agreement;

RESOLVED, FURTHER, that in the event that the Consortium is declared as the Winning Bidder,
(name of Consortium Member) will cooperate with the other Consortium Members to register a
domestic corporation with the Philippine Securities and Exchange Commission and comply with all
other requirements specified in the Instructions to Bidders and the Concession Agreement ;
RESOLVED FURTHER, that in the event the Bidder is declared as the Winning Bidder, it commits
to fulfill all the requirements in Section 12 (Notice of Award, Post-Award Requirements & Execution
of Concession Agreement) of the Instructions to Bidders, including the submission and completion
of the Post- Award Requirements, the posting of the Construction Performance Security and the
signing of the Concession Agreement with the DOTr.
RESOLVED, FINALLY, that (name of Consortium Member) jointly and severally binds itself with the
other Consortium Members listed above in undertaking the obligations of the Consortium in the
Bidding for the Project until, if the Consortium is selected as the Winning Bidder, the corporation
formed by the Consortium signs the Concession Agreement, or if the Consortium is not declared
as the Winning Bidder within one hundred eighty (180) days after the Bid Submission Date, until
one hundred eighty (180) days after the Bid Submission Date.
4. These resolutions have not been revoked, amended or modified and remain valid and binding on
(name of Consortium Member); and
5. The above resolutions are in accordance with the records of (name of Consortium Member).
Place, Date of Execution.
_________________________________
[Corporate Secretary or Equivalent Officer]
on (date).
Notary Public
Doc. No.: _________

Page No.: _________
Book No.: _________
Series of 2023.

ANNEX TPC: LIST OF TECHNICAL PROPOSAL DOCUMENTS
Document Ref. No. Document Name Page No.

TP-1 Form of Bid Security
Annex A to TP-1 Demand for Sight Payment
TP-2 Notarized Statement for Submission of Technical Proposal
TP-3 Executive Summary of the Bidder’s Technical Proposal
TP-4 Project Execution Analysis
TP-4A Risk Analysis
TP-4B Traffic Forecast
TP-4C Concept Masterplan
TP-4D Initial Works
TP-4E Airline Strategy
TP-4F Management Structure
TP-4G Timelines
TP-4H Approach to Design & Construction
TP-4I Approach to Handover to Operation & Maintenance
TP-4J Approach to Operation & Maintenance
TP-4K Approach to Commercial Activities
TP-4L Approach to Stakeholders
TP-4M Approach to Employees
TP-4N Approach to Service Quality
CP-1 Form of Undertaking to be Jointly and Severally Liable
CP-2 Form of Willingness to Lend
CP-3 Construction Performance Security

ANNEX TP-1: Form of Bid Security
[Letterhead of Issuing Bank]
Department of Transportation Philippines
Place:
Standby Letter of Credit No. Date:
Dear Sirs:
We, [●], a corporation organized and existing under the laws of the Republic of the Philippines (the “Issuer”),
hereby establish our Irrevocable Standby Letter of Credit No. [●] (the “Letter of Credit”) in your favor and
for the account of [insert name of Bidder or Consortium’s Lead Member] (the “Bidder”) relating to the
obligations of the Bidder under the Instructions to Bidders of the NAIA PPP Project, which shall be valid and
effective until [date that is one hundred eight (180) days after Bid Submission Date]. Capitalized terms used
in this Letter of Credit shall have the meanings given to them in the Instructions to Bidders except as otherwise
expressly defined herein.
1. The maximum aggregate amount available under this Letter of Credit is One Billion Seven Hundred Six
Million Philippine Pesos (PhP [1,706,000,000.00]) (the “Stated Amount”).
2. Subject to the other provisions of this Letter of Credit, the Department of Transportation (DOTr) or the
Manila International Airport Authority (MIAA), in the alternative, are hereby irrevocably authorized to make
one drawing for the entire Stated Amount under this Letter of Credit by presenting to the Issuer, at its
address set forth above, a demand for payment from the DOTr/MIAA in substantially the form attached
as Annex A, duly completed, and that is in the form of a letter on the DOTr’s/MIAA’s letterhead signed by
any of its authorized signatories.
3. The Issuer shall be deemed to have honored a drawing hereunder if the Issuer deposits the amount of
such drawing in the account (the “Designated Account”) designated by the DOTr/MIAA in accordance
with Annex A. Any such drawing made hereunder shall be free and clear of all interest and charges and
any sums due to the Issuer.
4. We hereby agree to honor the drawing hereunder made in compliance with this Letter of Credit
notwithstanding any objection that the Bidder might raise against the DOTr’s/MIAA’s entitlement to
payment, by transferring in immediately available funds to the Designated Account the amount specified
in a demand for payment at the opening of business on the first or second Business Day succeeding the
date of such demand. As used herein, the term “Business Day’’ means a day (other than Saturday and
Sunday) when banks are open for business in Makati City, Philippines.
5. If the demand for payment hereunder does not, in any instance, conform to the terms and conditions of
this Letter of Credit, we shall give prompt notice (but within the first Business Day succeeding the date of
such demand) to the DOTr/MIAA that the demand for payment was not effected in accordance with the
terms and conditions of this Letter of Credit, stating the reasons therefore and that we will upon your
instructions hold the documents at your disposal or return the same to you. Upon being notified that the
demand for payment was not effected in conformity with this Letter of Credit, the DOTr/MIAA may attempt
to correct the non-conforming demand and re-submit such demand in accordance with the terms and
conditions hereof.
6. This Letter of Credit shall expire, unless otherwise extended in accordance with the provisions hereof, on
the earliest of (i) 5 p.m. at the place of presentation on [insert date that is 180 days after Bid Submission
Date], (ii) the date on which we have honored a drawing in an amount equal to the Stated Amount, or (iii)
the date when we receive a written notice from the DOTr/MIAA that a replacement letter of credit, which
is in full force and effect, has been substituted for this letter of credit (the “Expiration Date”).

7. All documents presented to the Issuer in connection with a drawing hereunder, as well as all notices and
other communications to the Issuer in respect of this Letter of Credit, shall be in writing and addressed
and presented to the Issuer at its address set forth above. Such documents, notices, and communications
shall make specific reference to this Letter of Credit by number. Such documents, notices, and other
communications may be delivered or sent by courier to the Issuer at its address set forth above, or at
such other address as the Issuer shall have specified in writing to the DOTr/MIAA, or sent to the Issuer
by fax to the following number:
Fax No. [●] (Answerback: [●]).
8. This Letter of Credit may not be canceled or amended without the prior written consent of the Issuer and
the DOTr/MIAA.
9. This Letter of Credit sets forth our undertaking and our agreement with the DOTr/MIAA and such
undertaking and such agreement may not in any way be modified, amended, amplified, or limited by
reference to any other document, instrument, or agreement referred to herein.
10. The Issuer hereby agrees that it shall have no recourse to the DOTr/MIAA if the Bidder fails at any time
to pay any amounts which may from time to time be due and payable by it to the Issuer in relation to this
Letter of Credit.
11. References in this Letter of Credit to the Instructions to Bidders or any other document or instrument,
except to the Annexes hereto, are for identification purposes only. The Instructions to Bidders and such
other documents and instruments are not incorporated herein, nor are they made a part of this Letter of
Credit.
12. This Letter of Credit is issued subject to the International Standby Practices 1998, International Chamber
of Commerce Publication No. 590 (“ISP 98”), the provisions of which are incorporated into this Letter of
Credit, except to the extent superseded by the express terms and conditions of this Letter of Credit. If this
Letter of Credit should expire during an interruption of our business, the Issuer hereby agrees to honor
any demand presented in accordance with this Letter of Credit within thirty (30) days after the resumption
of our business.
13. To the extent that the provisions of this Letter of Credit are not governed by ISP 98, this Letter of Credit
shall be governed by the laws of the Republic of the Philippines and construed in accordance with said
laws, without regard to principles of conflicts of law.
IN WITNESS WHEREOF, we have caused these presents to be executed in our name on this [●] day of [●]
2023.
[Issuing Bank] By
SUBSCRIBED AND SWORN TO before me this day of (month and year) at (place), affiant exhibiting to me
his/her (proof of identity acceptable under Philippine notarial regulations), issued at (city) on (date).
NOTARY PUBLIC
Doc. No.:
Page No.:
Book No.:
Series of 2023.

ANNEX A TO ANNEX TP-1: Demand for Sight Payment
To: [Name of Issuer] [Address]
Attn: [ ]
Re: Irrevocable Standby Letter of Credit No. [ ]
The undersigned, a duly authorized officer of the Department of Transportation (DOTr) or the Manila
International Airport Authority (MIAA), makes reference to the Instructions to Bidders of the Ninoy Aquino
International Airport PPP Project
(“Project”).
1. The DOTr/MIAA hereby demands payment (the “Drawing”) under the Letter of Credit in the amount
of [ ] PHILIPPINE PESOS (PHP [ ]) in order to satisfy liabilities of the Bidder under the Instructions
to Bidders.
2. The amount of the Drawing does not exceed the Stated Amount .
Please wire transfer the amount of the Drawing to [account details to be inserted by the DOTr/MIAA] (the
“Designated Account”).
IN WITNESS WHEREOF, the DOTr/MIAA has executed and delivered this certificate as of the [ ] day of 2023.
DEPARTMENT OF TRANSPORTATION / MANILA INTERNATIONAL AIRPORT AUTHORITY
By:
Name:
Title:

ANNEX TP-2: Notarized Statement for Submission of Technical Proposal
To be submitted by each Bidder

[Letterhead]
(Bidder), a [(corporation/partnership/other juridical entity or Consortium) (organized and existing under and
by virtue of the laws of [place of incorporation/registration] or organized by agreement among its Consortium
Members)], hereby:
1. Submit, for and on behalf of (name of Bidder), that annexes required to be submitted as part of the
Technical Proposal under this Instructions to Bidders, are being submitted herewith as mentioned below:
S.N. Document Requirement Submitted (Please mention

Yes if complying)
1. Annex TP-1
2. (etc.) (etc.) (etc.)
2. Agree on behalf of the Bidder that non-submission of any of the above Annexes may lead to the Technical
Proposal being rated as “Fail”.
3. Agree on behalf of the Bidder that the PBAC reserves the right to reject the Technical Proposal of the
Bidder if in the view of PBAC the Technical Proposal does not meet the KPI standards as specified in the
corresponding Schedule to the Concession Agreement. In such a scenario, the Technical Proposal of the
Bidder may be rated as “Fail”.
(Date and Place of Execution.)
For and on behalf of (Name of Bidder/Name of Consortium and List of Consortium Members)
By:
(Name, Designation and Signature of Authorized Representative)
SUBSCRIBED AND SWORN TO before me this [_] day of (month and year) at (place), affiant exhibiting to
me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (city) on (date).
NOTARY PUBLIC
Doc. No.:_____
Page No.:_____
Book No.:_____
Series of 2023.

ANNEX TP-3: Executive Summary of the Bidder’s Technical Proposal (not to exceed five pages)

ANNEX TP-4: Project Execution Analysis
The Project Execution Analysis must contain the following Sub-Annexes, at the minimum:
Sub- Details
Annexes
Bidder’s detailed assessment of risks with respect to MIAA, CAAP, and the Project.
Annex TP-
4A: Risk The Bidder’s detailed assessment must include the Bidder’s proposed action plans to
Analysis mitigate the impacts on the Project should Weaknesses and Key Threats occur, as well as
Strengths and Opportunities.
Bidder’s forecast of passenger traffic for the Project for 15 years with scenario analyses
around key variables to provide, as a minimum, high, low and base cases;
The Bidder’s forecast shall, as a minimum, provide a split of the forecast information into;
international traffic, domestic traffic, dedicated cargo traffic, general aviation traffic and
military traffic. Passenger forecasts shall be split by international and domestic
passengers;
Annex TP-
4B: Traffic
Bidder’s methodology and resultant outputs related to peak traffic demand forecast
Forecast
(including peak to annual passenger ratio) for passengers and air transport movements at
NAIA for various years of the concession period;
Bidder’s methodological approach and detailed assumptions in projecting passenger traffic

forecast at NAIA for the Project (Not to exceed three A4 pages).
A Concept Masterplan for 15 years together with an associated description of the expected
capital investment activities required during the first five years.
The masterplan shall be a land use plan accompanied by such additional descriptive
material and Passenger Terminal layout change information as is needed to convey
assurance that the Concessionaire’s plans can ensure that the capacity of the Airport will
be maximised while improving Passenger service quality as required under the
Concession Agreement.
The associated description material provided shall outline how the Masterplan could
support passenger numbers of at least 62 mppa within 15 years.
Annex TP-
4C: Concept
Phasing information will be provided with masterplan drawings covering Years, 5, 10 and
Masterplan
15 of the Concession Period. The Year 15 drawing shall be prepared on the basis that the
concession is extend to 25 years.
The masterplan drawings showing the Project Land shall be submitted on A3 paper, with
additional A3 pages provided for any areas of the Airport and / or Passenger Terminals
where greater detail is required.
Description and rationale (not to exceed ten pages) of Bidder’s phased implementation of
capital investment of equipment, systems, and other improvements to the Facilities at the
Airport that will comprise the Initial Works.
Annex TP-
4D: Initial The expected capital investment activities for the first three years shall be provided in the
Works format required for them to be included as the Initial Works in the Concession Agreement.
The listing of Initial Works is not included in the ten-page limit.

The document shall include a preliminary draft contents page for the Airport Planning
Standards Manual. This shall not be included in the ten-page limit.
An airline relationship strategy and plan (not to exceed five A4 pages) that will enable
capacity optimisation at the Airport.
Annex TP-
4E: Airline The strategy may also include marketing points for promoting the airport to airlines, should
Strategy additional airport capacity become available in the greater capital region such that traffic
at the Airport is maintained.
Annex TP-
4F: A summary (not to exceed five A4 pages) of the Bidder’s proposed managerial, and
Management technical organization structure and its adequacy and suitability to undertake the Project.
Structure
A series of Gantt Charts in sufficient detail to specify activities proposed to be undertaken

to execute the Project.
Gantt Chart 1:
 This shall cover the period between Signing Date and O&M Handover Date, and
detail the production of the various plans and the like required of the
Concessionaire.
 It shall not include any items covered in Gantt Chart 2 but can show points of
interface as dependencies or milestones.
Gantt Chart 2:
 This shall cover the period between Signing Date and the last Longstop Date, and
detail how the Concessionaire will implement the expected capital investment
activities to fulfil the requirements of the Concession Agreement.
 The Gantt Chart shall cover; Mandatory Works, Initial Works and CAAP Works.
 The level of detail in the Gantt Chart time schedule shall be sufficient for the
Annex TP- identification of key Design, Construction and O&M Handover activities / tasks,
4G: dependencies and milestones for all elements of the Mandatory Works, Initial
Timelines Works and Capex Works.
Gantt Chart 3:
 This shall cover the period from O&M Handover Date to the end of the 15 year and
shall cover all activities / tasks related to the Operation and Maintenance of the
Airport (i.e not covered by Gantt Chart 2).
 Additional detail will be provided for activities / tasks related to the potential
extension of the concession beyond the 15th year.
The Gantt Charts will be prepared in prepared in a standard project planning software tool
and printed with a clearly legible font size on A3 paper, with a soft copy in PDF format
provided. Examples of suitable software are: Primavera P6, Microsoft Project,
ProjectLibre, and OpenProj. Microsoft Excel is not recommended.
The Gantt Charts need not show resourcing but must show activities / tasks, dependencies
and milestones.

A document (not exceeding five A4 pages) outlining the approach (including procurement
and contract strategies) towards undertaking the Design and Construction of the Initial
Works, Mandatory Works, and CAAP Works.
Annex TP- The document must highlight the differences in approach that the Bidder considers will be
4H: necessary between the Mandatory Works, Initial Works and the CAAP Works.
Approach to
Design & The document must include at least one page on safety and environmental management.
Construction
The document may include a current list of potential firms (equipment suppliers, designers,
architects, advisors, contractors) that the Bidder is considering. This shall not be included
in the five-page limit.
A document (not exceeding five A4 pages) outlining the approach towards undertaking
the Handover Process of the Initial Works, Mandatory Works, CAAP Works and Other
Works.
Annex TP-4I:
Approach to The document must highlight the differences in approach that the Bidder considers will be
Handover to necessary between the Mandatory Works, Initial Works and the CAAP Works.
O&M
The document shall include a preliminary draft contents page for the Handover Manual.
This shall not be included in the five-page limit.
A document (not exceeding 10 A4 pages) explaining the approach to undertaking

operations and maintenance of existing airport facilities, highlighting any difference in
approach between the period when the Initial Works, Mandatory Works, and CAAP Works
are ongoing. The document shall cover inter alia:
Annex TP- ● Plans/ measures for avoiding any disruptions in existing operations during the
4J: execution of the Initial Works, Mandatory Works, and CAAP Works;
Approach to ● Plans for improvement in service quality while handling the projected passenger
O&M traffic;
● Plans for provision of Information Technology systems for itself, third party service
providers, government agencies, MIAA, among others;
● Plans for development of integrated operations of the entire Airport Facilities including
how airlines and other third parties will be engaged in key areas such the bringing into
operation of the AOCC and A-CDM.
Annex TP-
4K: A document (not exceeding five A4 pages) outlining the approach to enhancing
Approach to development of commercial activities as part of the Project including likely investments to
Commercial be made by the Concessionaire or a third party under agreement with the Concessionaire.
Activities
A document (not exceeding six A4 pages) outlining the approach towards involvement of
Annex TP-
stakeholders like airlines, regulatory authorities, users, CAAP, MIAA, DOTr, etc. in a
4L:
consultative process for undertaking (i) preparation of key plans and procedures, (ii)
Approach to
negotiating and agreeing on service-level agreements, and (iii) key activities as part of the
Stakeholders
Project.
Annex TP-
A document (not exceeding five A4 pages) outlining the approach towards the transition
4M:
of the Affected Employees, including anticipated upskilling programs.
Approach to
Employees

A document (not exceeding five A4 pages) outlining the non-asset based improvements
that the Concessionaire is planning on implementing at the Airport in order to ensure an
improved level of service quality to Passengers and others at the Airport.
Annex TP-
4N:
Reference may be made to previous experience of the Bidders at other airports that they
Approach to
operate. In such case numerical evidence of the improvements should also be provided.
Service
Such evidence may be presented as an appendix to the document and be in addition to
Quality
the five-page limit.
The document shall include a preliminary draft contents page for the Performance
Measurement Plan. This shall not be included in the five-page limit.

ANNEX FPC: LIST OF FINANCIAL PROPOSAL DOCUMENTS
Document Ref. No. Document Name Page No.

FP-1 Bid Amount
FP-2 Financing Plan
Attachment to FP-2 Financial Model

ANNEX FP-1: BID AMOUNT
(Bidder), a Consortium (organized and existing under and by virtue of the laws of [place of organization by
agreement among its Consortium Members)], hereby declare for and on behalf of (name of Bidder) that:
In accordance with the Bidding Documents for the Ninoy Aquino International Airport PPP Project, (the
“Project”), (name of Bidder), a Consortium submits the Bid Amount, as follows:
Percentage share of Gross Revenue, excluding

Passenger Service Charge Revenue, in words:
Percentage share of Gross Revenue, excluding

Passenger Service Charge Revenue, in figures:
“Passenger Service Charge Revenue” means the sum of the revenues from (a). Domestic Passenger Service
Charge (DPSC) net of VAT, National Government (NG) share, and National Civil Aviation Security Committee
(NCASC) share; and (b). International Passenger Service Charge (IPSC) net of VAT, NG share, and NCASC
share.
For and on behalf of (Name of Bidder / Name of Consortium / List of Consortium Members)
By:
(Name and Signature of Authorized Representative)

Date: [•]

ANNEX FP-2 : FINANCING PLAN
The Project Financing Plan should describe the Bidder’s sources of funds and the terms of financing for both
debt and equity required for the implementation of the Works for the Ninoy Aquino International Airport PPP
Project.
The Project Financing Plan should be in an amount sufficient to cover all estimated costs for all of the Works
and the upfront payment and annuity payments that shall be payable by the Concessionaire to MIAA in
accordance with the Concession Agreement.
Financing must be in the form of equity and debt. At least twenty percent (20%) of the total financing, inclusive
of contingencies, must be in the form of equity, and the remainder in debt or subordinated debt. For the
avoidance of doubt, shareholder loans will be treated as equity provided that they are subordinated to all
other debt.
SOURCES OF FUNDS
Items / Sources USD PHP + Local = Equivalent
(if Equivalent Currency Total in
applicable) (PHP) Philippine
Peso (PHP)
Exchange Rate
1.1 Total Project Costs
(excluding
stand-by credit facility)
1.2 Equity
Lead Member
Name:
(Member of Consortium)
Name:
(Member of Consortium)
Name:
Other sources (specify)

Name:
Total Equity:
1.3 Debt
Lending Agencies
(List individually)
Lender 1
Name:
Lender 2
Name:
Total Debt:
1.4 Net Cash Flow
Note: These projections should be consistent with
figures shown in the financial model.
In support of the financing plan provided above, the following documents must be provided:

1. For each entity providing equity identified in Section 1.2, a notarized certification from its chief
executive officer or treasurer/controller that such entity will provide the amount of equity stated in
Section 1.2 at the relevant time.
2. If the Bidder plans to obtain an underwriter for all or part of the debt, a Letter of Intent from the
proposed underwriter stating its willingness or interest to underwrite the specified amount.
3. As needed, breakdown of the financial projections (including explanation of assumptions) for free
cash flows from Construction Start Date through Completion Date should be attached. These
assumptions and financial projections should be consistent with the calculations and figures in the
financial model.

ANNEX CP-1: Form of Undertaking to be Jointly and Severally Liable
[date]
Department of Transportation
Pre-Qualifications, Bids, and Awards Committee for PPP Projects
[Address]
Attention: Atty. Timothy John Batan

Undersecretary of Planning and Project Development
Undertaking to be Jointly and Severally Liable
We refer to the Instructions to Bidders, as amended or otherwise supplemented, for the [name of project].
We, the undersigned Consortium Members of (name of Consortium), jointly and severally bind ourselves with
the Concessionaire in undertaking the obligations of the Concessionaire under the Concession Agreement.
For and on behalf of (Name of Each Consortium Members)
By:
(Name and Signature of Authorized Representative of Consortium Member)
Date: [ ]

ANNEX CP-2: Form of Willingness to Lend
(Name of Institution)
(Date)
[ ] Gentlemen:
In connection with the participation of (name of Bidder) in the Bidding Process for (name of project), we wish
to express our interest and willingness, subject to the conduct of our internal due diligence processes, to
provide or arrange the following credit facility/facilities for the special purpose corporation that the Bidder will
incorporate, if and when it is declared by the Department of Transportation as the Winning Bidder, with the
following indicative terms:
Type of Facility
Amount
Interest Rate
Tenor and Grace Period (if any)
Repayment Schedule
Subordination
Other Relevant Information
We acknowledge that all of the terms and conditions of the final draft of the Concession Agreement, including
all of its Schedules, as of the Bid Proposals Submission Date are no longer subject to any amendments or
revisions.
Very truly yours,

ANNEX CP-3: Construction Performance Security
Form of Construction Performance Security
To: Department of Transportation

[Address]
(the "Beneficiary")
[Date]
Irrevocable Standby Letter of Credit No. [ ]
At the request of the [Concessionaire] (the "Applicant"), we, [name of the bank], with business address at
[address of bank], a corporation organized and existing under the laws of the Republic of the Philippines (the
"Issuing Bank") issue this irrevocable, unconditional, standby letter of credit ("Letter of Credit") in your favor
for [insert value] ("Face Value") effective from [insert date] on the following terms and conditions:
1. DEFINITIONS
Except as provided below, or to the extent that the context requires otherwise, words and expressions defined
in the Agreement shall have the same meaning in this Letter of Credit:
"Agreement" the Concession Agreement to be entered into between the Government of the Republic of the
Philippines, acting through its Department of Transportation and the [Beneficiary].
"Business Day" means a day (other than Saturday and Sunday) when banks are open for business in Makati
City, Philippines
"Demand" means a demand for a payment under this Letter of Credit in the form of the Schedule to this
Letter of Credit under Clause 5.
"Expiry Date" means the date falling [ ] days/months from the date of issue of this Letter of Credit.
2. ISSUING BANK'S AGREEMENT
a. The Beneficiary may request drawing or drawings under this Letter of Credit by submitting to the
Issuing Bank a duly completed Demand. All Demands must be received by the Issuing Bank, as
stated in Clause 5, before close of banking hours on or before the Expiry Date.
b. Subject to the terms of this Letter of Credit, the Beneficiary may request partial and/or multiple
drawings under this Letter of Credit by submitting a Demand in relation to each such drawing.
c. Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably
undertakes to the Beneficiary (or such other payee or payees as the Beneficiary specifies in the
Demand) that it will pay to the Beneficiary (or such other payee or payees) the amount demanded in
that Demand upon the due presentation by the Beneficiary of the Demand to the Issuing Bank.
d. We hereby agree to honor each Demand hereunder made in compliance with this Letter of Credit
notwithstanding any objection that the Applicant might raise against the Beneficiary's entitlement to
payment, by transferring in immediately available funds to the designated account the amount
specified in a demand for payment at the opening of business on the first or second Business Day
following the date of the Demand.
e. The Letter of Credit shall not be discharged by any change in the Issuing Bank's constitution,
constitution of Beneficiary or that of the Applicant or change in applicable laws.

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

Issuing Bank and Beneficiary and this Clause will be amended accordingly.]
6. AMENDMENT
a. Any amendment or cancellation of this Letter of Credit shall be operative only with the prior written
consent of the Beneficiary.
b. This Letter of Credit sets forth our undertaking and our agreement with the Beneficiary and such
undertaking and such agreement may not in any way be modified, amended, amplified, or limited by
reference to any other document, instrument, or agreement referred to herein or there amendments.

7. GOVERNING LAW
This Letter of Credit is issued subject to the International Standby Practices 1998 (ISP98), the provisions of
which are incorporated into this Letter of Credit, except to the extent superseded by the express terms and
conditions of this Letter of Credit. To the extent that the provisions of this Letter of Credit are not governed
by ISP98 this Letter of Credit shall be governed by the laws of the Republic of the Philippines.
8. TRANSFERABLE CREDIT
a. This Letter of Credit is a transferable credit.
b. This Letter of Credit is transferable any number of times to such person as may be specified in a
transfer request provided that (i) this Letter of Credit may only be transferred for the full amount of
this Letter of Credit and not in part; and (ii) transfer may only be made to a person or entity who has
been appointed as a successor of the Beneficiary.
c. Transfer of the letter of Credit to successor shall be effective only by the presentation to the Issuing
Bank of this Letter of Credit accompanied by a transfer request.
d. The Issuing Bank shall be obliged to effect the requested transfer unless the Issuing Bank, within ten
(10) Business Days of receipt of the transfer request objected to the proposed transfer certifying that
such transfer would or could reasonably be expected to result in it being in breach of a law or
regulation applicable to it.
e. If the Issuing Bank objects pursuant to the above clause, it shall promptly notify the Beneficiary and
it shall not effect the requested transfer.
f. If the Issuing Bank is obliged in accordance with Clause 8(d) above to effect the requested transfer it
shall forthwith effect the same to the designated successor of the Beneficiary by endorsing the transfer
on the reverse of this Letter of Credit and the transfer shall be effective only on return of this Letter of
Credit to the new Beneficiary.
g. Neither the Beneficiary nor the successor of the Beneficiary shall be liable to the Issuing Bank for any
charges (including commissions, Payments, costs and expenses) of the Issuing Bank payable in
connection with the transfer. Such charges shall be for the account of the Applicant. The Issuing Bank
shall be obliged to effect the transfer regardless of whether or not those charges have been paid by
the Applicant.
h. No previous Beneficiary shall retain or have the right to make any Demand. All such rights shall be
vested solely in the new Beneficiary.
Yours faithfully,
[Issuing Bank] By:
Note: Each of the irrevocable standby letter of credit shall be issued by an universal/commercial bank or an
international bank authorized by the BSP to transact in the Philippines and which is acceptable to the
Beneficiary.

SCHEDULE
FORM OF DEMAND FOR SIGHT PAYMENT
To: [Issuing Bank]
[Date]
Dear Sir/Ma’am,
Standby Letter of Credit no. [ ] (the "Letter of Credit") issued in favour of the Department of
Transportation pursuant to the terms of the Concession Agreement dated [___] between the Applicant
and the Beneficiary.
The Beneficiary refers to the Letter of Credit. Terms defined in the Letter of Credit have the same
meaning when used in this Demand.
1. The Beneficiary certify that a sum of [ ] is due and payable to the Beneficiary by the Applicant in
accordance with the terms of the Concession Agreement. The Beneficiary therefore demands
payment of the sum of [ ].
2. Payment should be made to the following account:
Beneficiary:
Account Number:
Bank details: Name and address of the Bank, SWIFT Number
3. This Demand is being made in accordance with the terms of the Letter of Credit and the Concession
Agreement.
Yours faithfully,
(Authorised Signatory)
For
[Beneficiary]

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1 NAIA PPP Project | Instructions to Bidders

3 NAIA PPP Project | Instructions to Bidders

4 NAIA PPP Project | Instructions to Bidders

5 NAIA PPP Project | Instructions to Bidders

NINOY AQUINO INTERNATIONAL AIRPORT (NAIA) PPP PROJECT

6 NAIA PPP Project | Instructions to Bidders

SECTION 1: BIDDING PROCESS

1.1 PRE-QUALIFICATIONS, BIDS AND AWARDS COMMITTEE

1.2 BIDDING DOCUMENTS

1.2.a(1) these Instructions to Bidders, including its Annexes; and

1.2.a(2) the draft Concession Agreement, including its Schedules.

1.2.d General Rules of Interpretation

1.2.d(1) In case of ambiguities or discrepancies within these Instructions to Bidders, the

1 Section 5.7 - Simultaneous or Single-stage Qualification and Bidding

7 NAIA PPP Project | Instructions to Bidders

1.2.d(2) Unless the context otherwise requires:

(i) “Include”, “includes”, and “including” are deemed to be followed by “without

(ii) References to any Annex or Schedule shall be deemed to include references to

(iii) References to a person include his successors and permitted assigns.

1.3 PARTICIPATION FEE AND VIRTUAL DATA ROOM

8 NAIA PPP Project | Instructions to Bidders

Table 1. Indicative Schedule

Milestone Target date

Conduct of Pre-Bid Conference 22 September 2023

First Round of One-on-One

Deadline for sending queries 20 November 2023

Deadline for PBAC to issue final

Bid Submission Date 27 December 2023

1.5 SUMMARY OF BIDDING PROCESS

The general procedure for the Bidding will be as follows:

9 NAIA PPP Project | Instructions to Bidders

1.6 REVISIONS AND CLARIFICATIONS TO THE BIDDING DOCUMENTS

1.7 RESPONSIBILITIES OF BIDDERS

10 NAIA PPP Project | Instructions to Bidders

1.7.b(1) of any misunderstanding or misapprehension in respect of the Bidding Documents or

1.8 COSTS AND EXPENSES OF PARTICIPATION

1.9 QUERIES AND COMMENTS ON BIDDING DOCUMENTS

11 NAIA PPP Project | Instructions to Bidders

Topic Draft CA / Annex Query / Comment Proposed

For queries and comments on this ITB and its Annexes:

Topic Instructions to Bidders Query / Comment Proposed

For queries and comments on the Information Documents:

Topic Data Room Document Name of Doc. & Query /

1.10 OWNERSHIP OF DOCUMENTS

1.11 LANGUAGE AND FOREIGN DOCUMENTS

1.12 WAIVER OF RIGHTS

1.13 SITE VISITS

13 NAIA PPP Project | Instructions to Bidders

1.14 PRE-BID CONFERENCE

Date: 22 September 2023

SECTION 2: QUALIFICATION REQUIREMENTS

2.1 LEGAL QUALIFICATION REQUIREMENTS

2.2 TECHNICAL QUALIFICATION REQUIREMENTS

2.2.e Development Experience

(ii) If the Bidder is a Consortium, a Consortium Member having at least twenty-five

(iii) A certificate on the Detail of Development Experience following the format

2.2.f Operations & Maintenance (O&M) Experience