CONTRACT AGREEMENT FOR THE STRUCTURAL RETROFITTING AND IMPROVEMENTOF THE MECHANICAL, ELECTRICAL, PLUMBING AND FIRE PROTECTION (MEPF)

FACILITIES AND ARCHITECTURAL WORKS OF NAIA TERMINAL I

THIS AGREEMENT, made this 2th day of December 2013 between the Governmentof the Republic of the Philippines, thru the Department of Transportation and Communications(DOTC), represented by Undersecretary for Legal Affairs JOSE PERPETUO M. LOTILLA,with office address at The Columbia Tower, Ortigas Avenue, Mandaluyong City (hereinaftercalled the "PROCURING ENTITY"),

--and--

D.M. Consunji, Inc. (DMCI) represented by EDILBERTO C. PALlSOC, its ExecutiveVice President, with office address at 2281 DMCI Plaza Building, Don Chino Roces AvenueExtension, Makati City (hereinafter called the "CONTRACTOR").

WHEREAS, the Government of the Republic of the Philippines, through thePROCURING ENTITY and the Manila International Airport Authority (MIAA), acknowledgesthe importance of maintaining the serviceability and functionality of the Ninoy AquinoInternational Aiport (NAIA) Terminal 1 (T1) as an integral element of the country'stransportation system;

WHEREAS, the PROCURING ENTITY and MIAA have engaged the technicalservices of P-square and Associates/Universal Testing Laboratory and Inspection, Inc.which noted that the following: (1) columns, beams, girders, and trusses were constructedusing specifications prior to the present structural code (National Structural Code of thePhilippines of 2010); and (2) the same were found to have indications of failure and aretherefore in need of permanent structural repairs;

WHEREAS, NAIA T1 is located less than five (5) kil,?meters from an active fault, theWest Valley Fault, and had been exposed to major natural events that include a 7.8magnitude earthquake that struck the island of Luzon in July 1990, and the eruption of Mt.Pinatubo in June 1991, as well as annual series of typhoons that regularly affect the countrywhich contribute to the massive external loading to said structure thereby stressing andstraining its structural members and accelerating the regular wear and tear of the edifice;

WHEREAS, due to the substantial volume of travel activity (the actual annualpassenger departure-arrival statistics for 2012 is 8.1 million passengers) which hasexceeded the design capacity of NAIA T1, there has been a marked acceleration of theregular wear and tear of NAIA T1 ;

WHEREAS, in its DOJ Opinion LML-L-11 E 12 dated 11 May 2012, the DOJ hasagreed with the position taken by the PROCURING ENTITY that the structural retrofittingand MEPF works, as well as the architectural works may be considered as an emergencycase and thus, be undertaken through negotiated procurement under Section 53.2 of theRevised Implementing Rules and Regulations of Republic Act No. 9184;

WHEREAS, the National Economic Development Authority has concurred that thereis an urgent need for the rehabilitation of the NAIA T1 in order to ensure the safety ofpassengers and employees of NAIA and other entities located in T1 by complying with theNational Structural Code of the Philippines of 2010 and the Fire Code;

WHEREAS, the retrofitting works for the NAIA T1 is necessary because failure toaddress the structural defects of the said structure will present an imminent danger to lifeand property and immediate action is necessary to prevent damage to or loss of life orproperty;

WHEREAS, the PROCURING ENTITY and MIAA has also engaged the technical cfvservices of SyA2 + Associates Inc. to assess and evaluate the overall structural condition ofthe building using the Performance-BasedDesignAPproaCh;r

, «: ., C'J.h-,~/Jryf\M./ •v r" ~~-q

WHEREAS, based on its Professional and Performance Evaluation, SyA2 +Associates Inc. recommended the enhancement of the seismic performance of the structureby introducing additional shearwalls, installation of Buckling Restrained Braces (BRB) andapplication of carbon fiber material on identified structural members

WHEREAS, the Bids and Awards Committee, in BAC Resolution No. P-IP-AMP-2013-185 dated 30 September 2013, pursuant to Section 53.2 of the Revised ImplementingRules and Regulations of Republic Act No. 9184, has resolved to undertake the NegotiatedProcurement of the Structural Retrofitting, Improvement of MEPF Facilities and ArchitecturalWorks of NAIA T1 ("the Project") in order to immediately address the damage to thestructure which is necessary to prevent damage to or loss of life or property;

WHEREAS, on 06 December 2013, the Government Procurement Policy Board(GPPB) approved the request of the PROCURING ENTITY to procure for the NAIA T1Rehabilitation Project through Negotiated Procurement under Section 53.2 (EmergencyCases) of the Revised Implementing Rules and Regulations of Republic Act No. 9184;

WHEREAS, the Approved Budget for the Contract for the NAIA T1 RehabilitationProject is in the amount of One Billion Three Hundred Two Million Five Hundred Sixty-ThreeThousand Eight Hundred Forty Pesos and 83/100 Centavos (Php 1,302,563,840.83);

WHEREAS, the Negotiated Procurement for the Project was undertaken by theDOTC-Bids and Awards Committee (BAC) through its Negotiating Team by the issuance ofthe Invitation to Negotiate on 13 December 2013 and the subsequent negotiations for thesame;

WHEREAS, during the negotiations, the CONTRACTOR which is technically, legallyand financially capable to undertake the Project, presented the most advantageous offer tothe Government;

WHEREAS, the PROCURING ENTITY is desirous that the CONTRACTOR executethe Contract for Structural Retrofitting, Improvement of the MEPF Facilities andArchitectural Works of NAIA T1 and the PROCURING ENTITY has accepted the offer forOne Billion Two Hundred Ninety-Nine Million Four Hundred Twenty Thousand Six HundredNinety-Two Pesos and 35/100 Centavos (Php1 ,299,420,692.35) by the CONTRACTOR forthe execution and completion of the Project and the remedying of any defects therein.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. In this Agreement, words and expressions shall have the same meanings asare respectively assigned to them in the Conditions of Contract hereinafterreferred to.

2. The following documents shall be attached, deemed to form, and be read andconstrued as part of this Agreement, to wit:

(a) General and Special Conditions of Contract;

(b) Drawings/Plans;

(c) Specifications;

(d) Terms of Reference;

(e) Letter of Invitation to Negotiate;

(f) Instructions to Offerers;

(g) Addenda and/or Supplemental/Bulletins, if any;

Contract for the NAIA Terminal 1 Rehabilitation Project {Structural Retrofitting, Improvement of Mechanical, Electrical, Plumbingand Fire Protection (MEPF) Facilities and Architectural Works]

(Php 1,299,420, 692. 35) One Billion Two Hundred Ninety Nine Million Four Hundred Twenty Thousand SIX Hundred Nmety Two ' ~7Pesos and 35/100 Centavos V ,ro page 2 "

~~~~'4rJ

(h) Offer forms, including all the documents/statements contained in theOfferer's proposal, as annexes;

(i) Eligibility requirements, documents and/or statements;

(j) BAC Resolution No. P-IP-AMP-2013-232;

(k) Performance Security;

(I) Credit line issued by a licensed bank, if any;

(m) Notice of Award of Contract and the Offerer's conforme thereto;

(n) Other contract documents that may be required by existing lawsand/or the Entity.

3. In consideration of the payments to be made by the PROCURING ENTITY tothe CONTRACTOR as hereinafter mentioned, the CONTRACTOR herebycovenants with the PROCURING ENTITY to execute and complete theProject and remedy any defects therein in conformity with the provisions ofthis Contract in all respects.

4. The PROCURING ENTITY hereby covenants to pay the CONTRACTOR inconsideration of the execution and completion of the Project and theremedying of defects wherein, the Contract Price or such other sum as maybecome payable under the provisions of this Contract at the times and in themanner prescribed by this Contract.

IN WITNESS whereof the parties hereto have caused this Agreement to be executedthe day and year first before written.

DEPARTMENT OFTRANSPORTATION ANDCOMMUNICATIONS

D.M. CONSUNJI, INC.

By:By:

~

' r-cAcx:.c--ERPETUO M. LOTILLA

dersecretary for Legal Affairs

Signed in the Presence of:

IL ~f.IAS~Implemen

T. PATDU, JR.ecretary for Projecttion

LUIS . PASTORSenier Vice President

Approved by:

Contract for the NAIA Terminal 1 Rehabilitation Project [Structural Retrofitting, Improvement of Mechanical, Electrical, Plumbingand Fire Protection (MEPF) Facilities and Architectural Works]

(Php1,299,420,692.35) One Billion Two Hundred Ninety Nine Million Four Hundred Twenty Thousand Six Hundred Ninety TwoPesos and 35/100 Centavos

page 3

ACKNOWLEDGMENT

Republic of the PhilippinesCity of Mandaluyong ) Ss.

Before me, a Notary Public for and in the above name locality, this 2th day of December2013 personally appeared:

JOSE PERPETUO M. LOTILLAGovt. issued ID.: DOTC ID 3112Issued on: October 2011Issued at: Mandaluyong City

EDILBERTO C. PALlSOCGovt. issued ID: Passport EB3624554Issued on: 11 September 2011Issued at: DFA Manila

known to me and to me known to be the same persons who executed the foregoinginstrument and acknowledged to me the same as their free and voluntary act and deed andthe entity they represent.

This Contract consisting of four (4) pages including this page on which thisAcknowledgment is written, signed by the parties and their witnesses on each and everypage thereof.

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

NOT·«BLlC

fL I)ROEL~:;~ REYESf,'" .r f\ [HI' f)IJBI le, •.••.••••, it ( - ...

UNTiL DE'CEi\!Br:h 21. ~1:3~4PTRNO 1407'l93 lJV20~$M""~IBPNO,'3777CJ7 ~,J4i2a12MLA,;

Doc.No. 07I1SPage No. .; ,Book No. >or;c/l! ;Series of 2013.

FUNDS AVAILABLE: Php 1,299,420,692.35~c,'1iEJNAC.TAPChief, Accountin DivisionLlF (CO) 13-12-01326 Project Code: 101170413002B.l.a.l.a273-177 R.A. No. 10352 (CY 2013)NAJA Terminal I Rehabilitation Project (Structural Retrofitting,Improvement of Mechanical, Electrical, Plumbing and FireProtection (MEPF) Facilities and Architectural Works)

Contract for the NAIA Terminal 1 Rehabilitation Project [Structural Retrofitting, Improvement of Mechanical, Electrical, Plumbing Cand Fire Protection (MEPF) Facilities and Architectural Works] ~~

(Php1,299,420,692.35) One Billion Two Hundred Ninety Nine Million Four Hundred Twenty Thousand Six Hundred Ninety Two •.Pesos and 351100 Centavos L/

(J" page 4~1