THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT

EPC Agreement - Draft Termsheet

1. Parties Central Philippines Development Authority (the “Owner”); and

[Name of Entity] (the “EPC Contractor”)

2. Definition of Each of the following terms shall have the meaning stated below:
Terms
1.1. “CPDA” means Central Philippines Development
Authority, the Philippine government instrumentality vested
with corporate powers under Republic Act No. 8888 and its
amendments.

1.2. “CPDA JV Guidelines” means the Guidelines on the

Privatization and Disposition of CPDA Properties —
Procedures for Entering into Joint Venture (JVs)
Agreements with Private Entities prepared and issued by
CPDA on November 15, 2017.

1.3. “Business Day” means a day (other than Saturday or

Sunday) on which commercial banks are open for general
commercial business in Taguig City, Philippines.

1.4. "Change in Law" means any of the following events

occurring after Signing Date as a result of any action by
any Government Authority: (a) a change in or repeal of a
Legal Requirement of national application (for the
avoidance of doubt Republic Act No. 7160 as amended,
also known as the Local Government Code of 1991, and
its implementing rules and regulations constitute a Legal
Requirement of national application); (b) an enactment or
making of a new Legal Requirement of national
application; and (c) a change in the manner in which a
Legal Requirement of national application is applied,
enforced or interpreted (including for the avoidance of
doubt, any material change in the interpretation or
enforcement regime after Signing Date of a Legal
Requirement of national application enacted prior to such
date). Change in Law does NOT include:

(a) subject to item above, a change in local taxation;

(b) an increase in the annual income tax for

corporations and partnerships in the Philippines;

(c) adjustments in the minimum wage scales and

rates in the Philippines; and

(d) introduction or adjustment of value added tax of

general application to companies doing business
in the Philippines.

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 1.5. “Commissioning and Acceptance Plan” means a
detailed plan specifying the activities to be undertaken by
the Parties towards commissioning and acceptance of the
Works.

1.6. “Commissioning and Acceptance Tests” refer to the

tests required to be undertaken to prove the technical,
safety and operational integrity of the Works tested.

1.7. “Construction IAC” means the Construction Industry

Arbitration Commission, an arbitration tribunal established
under Executive Order No. 1008.

1.8. “Construction” means all works and activities of the EPC

Contractor under the EPC Contract necessary for the
construction and development of the CPGC, including site
clearing and development of the Project Site, procurement
of equipment, materials, and labor, and ORAT of the
CPGC.

1.9. “Contract Price” means the lump sum price payable by

the Owner to the EPC Contractor for the successful
completion of all the Works in accordance with the EPC
Agreement.

1.10. “Delay” is any event which delays the EPC Contractor

from completing any part of the Works in accordance with
the EPC Agreement.

1.11. “Dispute” means any disagreement, dispute, controversy

or claim arising out of or in connection with, or the breach,
termination, invalidity or interpretation of the EPC
Concession Agreement, among the Owner, the EPC
Contractor and/or the Independent Consultant.

1.12. “EPC” means engineering, procurement and construction.

1.13. “EPC Agreement” means this agreement which is

entered into between the Owner and the EPC Contractor
designated as such in Schedule __ (Contractors) for the
Construction of the CPGC, and all its annexes, and any
and all subsequent amendments and/or supplements.

1.14. “EPC Contractor” means an engineering, procurement,

and construction contractor, or if not utilizing an
engineering, procurement and construction contractor, the
entity having lead responsibility for the management of
overall construction activities, selected by Seller, with
substantial experience in the engineering, procurement,
and construction of power plants of the same type of
facility as the Seller’s; provided, however, that the Seller or
the Seller’s Affiliate(s) may serve as the EPC Contractor.

1.15. “Final Acceptance Certificate” means the certificate

issued by the Independent Consultant to the EPC

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 Contractor after completion of Works by the EPC
Contractor.

1.16. “Finance” means the obligation of the PSP to provide the

funds, on its own, or through any lawful means of raising
capital, for the design, building, Construction, development
and commissioning of the Project. It includes all relevant
costs of money, interest charges, inflation and foreign
exchange.

1.17. “Financial Closure” means the stage when the conditions

of a financing agreement with Financial Institutions are
fulfilled prior to the release of funds for the Project.

1.18. “Force Majeure” or “Force Majeure Event” means

unforeseeable circumstances that prevent someone from
fulfilling a contract.

1.19. “Government Authority” means any national or local

agency, instrumentality, body, official, employee or agent of
the Republic of the Philippines exercising executive,
legislative, judicial, quasi-judicial or administrative powers
and having jurisdiction or authority over the matter in
question.

1.20. “IAESP” means the Invitation to Apply for Eligibility and to

Submit a Proposal dated [insert date].

1.21. “Independent Consultant” means an independent

consulting individual, firm or company appointed by the
Parties to carry out the functions to be outlined in the EPC
Concession Agreement.

1.22. "Lapse of Relevant Consent (National)" means the

denial of, the refusal to renew, an unreasonable delay in
the granting or renewal of or the imposition of any onerous
conditions on the grant or renewal of any Relevant
Consent by any national Government Authority provided in
each case (a) that the EPC Contractor has made due
application therefor in accordance with Legal
Requirements, (b) that the refusal to grant or renew or
delay in granting or renewing or the imposition of onerous
conditions is not attributable to any breach of any Legal
Requirement on the EPC Contractor’s part, and (c) the
refusal or delay to grant or renew any such Relevant
Consent has persisted for thirty (30) days or the period
provided by applicable Legal Requirements from the date
of the EPC Contractor’s due application therefor and
complete submission of all requirements therefore.

1.23. “Legal Requirement” means any domestic law, statute,

ordinance, rule, standard, administrative interpretation or
guideline, regulation, order, writ, injunction, directive,
judgment, decree, Relevant Consent and any requirement
of any Government Authority having jurisdiction over the

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 person, or any of its respective properties, assets or
representatives, or the matter in question, and in each
case being of legally binding effect.

1.24. “Material and Adverse Government Action” or “MAGA”

means any act of a Government Authority, a Change in
Law, or Lapse in Relevant Consent (National) or delay due
to action or inaction of any Government Authority, which
has a material and adverse effect on any of the rights and
privileges of, or on the enjoyment and/or exercise thereof
by the EPC Contractor under this EPC Agreement, or
which has a material and adverse effect on the EPC
Contractor’s ability to comply with its financial and/or other
contractual obligations under this EPC Agreement.

1.25. “Minimum Performance Standards and Specifications”

or “MPSS” means the minimum performance or functional
standards and specifications that must be complied in
Construction of the CPGC as provided in Schedule __
(MPSS) of the EPC Agreement.

1.26. “ORAT” means operational readiness, activation and

transition in relation to the Project.

1.27. “Phase 1A” means the Central Philippines Government

Center (CPGC) Project on a 50-hectare parcel of land
within the CPDA Property , including, upon completion of
construction and development, (a) the Central Philippines
International Convention Center (CPICC), (b) a shopping
center, (c) three (3) eight-storey office buildings with 3
floors allocated for parking, (d) a thirteen-storey apartment
complex, (e) an open exhibition court, (f) a five-storey
parking building, (g) support service facilities, (h) parks
and site development, (i) utilities for the foregoing works
and (j) solid waste management facility during
construction.

1.28. “Phase 1B” means the future development of a 25-hectare

site within the CPDA Property and includes any and all
works, improvements, and facilities to be constructed
within a designated portion of the Project site.

1.29. “Preliminary Design” means project planning documents

based on the concept design submitted by the EPC
Agreement during the bidding. The Preliminary Design will
elaborate the architectural concept (including key
sub-systems), structural concept, mechanical and electrical
concept, rough material and technical specifications,
detailed functional layout and broad cost estimation per
phase / development step with, among others, the phasing
plans, floor plans, sections and elevations, being of an
appropriate scale.

1.30. “Prohibited Act” means, in relation to the EPC Contractor,

any (1) violation of any of the rules governing the bidding

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 for the Project or (2) engaging in any coercive practice,
corrupt practice or fraudulent practice.

1.31. “Project” means the financing, design and engineering,

establishment, construction and development, and
operation and maintenance of the CPGC.

1.32. “Project Cost” means the total investment, including

necessary or incidental expenses, to finance, design, build,
construct and develop the infrastructures, facilities and
improvements of the CPGC. It includes all relevant costs of
money, interest charges, inflation and foreign exchange.

1.33. “Project Execution Plan” is the plan attached to this EPC

Agreement as Schedule ___ (Project Execution Plan).

1.34. “Property Management Agreement” means the

agreement to be entered into between the Owner and the
Property Manager for the administration and/or
management of the CPGC.

1.35. “Prudent Industry Practice” means, in relation to any

undertaking, the exercise of that degree of skill, diligence,
prudence, foresight and care which would reasonably be
expected of an appropriately skilled and experienced (a)
person having the same obligations as the EPC Contractor
and (b) owner having the same obligations as the Owner.

1.36. “QA” means quality assurance.

1.37. “Relevant Consent” means all national and local

consents, permissions, approvals, authorizations,
acceptances, licenses, exemptions, filings, registrations,
notarizations and other matters, which are required by any
Legal Requirement or under the terms of, or in connection
with, this JV Agreement (or which would normally be
obtained by a reasonable and prudent person) in
connection with the Project from any Government Authority
or third party.

1.38. “Termination Date” means the date when any of the

following events occurs first:

(i) Termination of this JV Agreement due to

Non-Occurrence of Effective Date;

(ii) Pre-termination of this JVA due to an Event of

Default;

(iii) Pre-termination of this JVA due to Prolonged

Force Majeure Events;

(iv) Mutual Pre-termination; or

(v) on Expiry Date.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 5

 3. Commencement The EPC Agreement will become effective on the date it is signed until
and Duration the earlier of (i) all of the obligations of the EPC Contractor therein have
been fully performed in accordance with the EPC Agreement and duly
accepted by the Owner, and (ii) the termination of the EPC Agreement.

4. Scope of the a. General Scope of Work

Project
The EPC Contractor will provide turn-key design, engineering,
licensing, equipment and materials procurement and quality
assurance, construction (including all qualified and skilled labor, tools,
equipment, staging, consumables and commodities), project
management, project cost control, supervision, documentation,
commissioning, start-up and performance testing, (including special
equipment), progress reporting and other services necessary or
appropriate for the CPGC in accordance with the Works Timetable.

The CPGC shall comprise Phase 1A and Phase 1B.

1) Phase 1A includes the following works:

● Site preparation and development for the Project Site;

● Construction of the Central Philippines International

Convention Center ( CPICC ), excluding fit-out works, with
a total gross floor area of 100,000 square meters with the
following space requirements:

- 5 exhibition halls
- 3 multi-purpose hall
- 10 conference rooms
- 5 retail stores
- A shopping center with a gross floor area of 10,000
square meters.
● Construction of three (3) eight-storey office buildings,
excluding fit out works, with a total gross floor area of
8,000 square meters with 3 floors allocated for parking;

● Construction of a thirteen-storey apartment complex with a

total gross floor area of 10,000 square meters;

● Construction of an open exhibition court with a total lot

area of 10,000 square meters for outdoor exhibits and
events;

● Construction of a five-storey parking building that can

accommodate 1,000 vehicles;

● Construction of support service facilities;

● Construction of parks and site development;

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 6

 ● Construction of structure for utilities for the foregoing
works; and

● Construction of solid waste facilities and management

during project implementation.

2) Phase 1B, on the other hand ( for later development ),

shall comprise a 25 hectare site at CPDA Property and
include any and all works, improvements, and facilities
within a designated portion of the Project site.

The specific works comprising Phase 1A and Phase 1B

shall be set out / specified in a schedule attached to the JV
Agreement and EPC Agreement.

b. Major Scope Items

1) Project Management: The EPC Contractor will be

responsible for overall project management and will
appoint a qualified project manager with the authority to
manage the Works. The project manager will plan and
manage all activities within the scope of responsibility of
the EPC Contractor.

2) Engineering: The EPC Contractor will be fully responsible

for all detailed design, engineering and systems interface
coordination services necessary for the completion of the
CPGC, including specification of equipment, materials and
systems (including all key sub-systems) to be incorporated
into the CPGC. Engineering and design will meet all
regulatory requirements, be in accordance with industry
standards and consistent with good practices.

3) Start-up, Commissioning and Testing: The EPC Contractor

will perform the start-up of equipment and functional
verification tests. The EPC Contractor will fully commission
the CPGC and perform all testing of the CPGC required by
the EPC Agreement, including tests necessary to
demonstrate each key sub-systems and each component’s
compliance with the performance guarantees and
regulatory standards. The EPC Contractor will prepare a
comprehensive commissioning and testing plan and submit
it to the Independent Consultant for approval.

c. Operational Readiness, Activation and Transition ( ORAT ): The

EPC Contractor will provide support to the Owner and any third
party operator of the CPGC following the successful testing and
commissioning phase. The Owner will stipulate in the EPC
Agreement the specific support that is required, and will be subject
to the following:

1) For a period of six [6] months following the issuance of the

Final Acceptance Certificate, the EPC Contractor will
provide skilled manpower based locally to be available
during reasonable business hours for the purpose of

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 supplying technical support to the Property Manager when
required in support of ORAT generally, but likely targeted at
familiarization, induction and training of the relevant
operational staff (“Initial Defect Period”).

2) For a period of twelve [12] months, following the Initial

Defect Period, the EPC Contractor will provide skilled
manpower to be transferred to the CPGC to rectify major
faults and equipment malfunctions on the request of the
Property Manager (“Mid-Defect Period”).

3) For a period of eighteen [18] months following the

Mid-Defect Period, the EPC Contractor will provide skilled
manpower based remotely for the purpose of rectifying
major faults and equipment malfunctions on the request of
the Property Manager.

d. Preparation of Documentation: The EPC Contractor will provide all

documentation (including all the engineering plans/designs and
manuals) in electronic format as well as paper copies of drawings.
All documentation will adhere to necessary quality assurance and
quality control requirements, and all other requirements stipulated
in the IAESP.The Owner will have the right to review and approve
certain documentation as set out in the EPC Agreement to ensure
conformity with such requirements.

e. Licensing: The EPC Contractor will be responsible for all

interfaces with regulatory authorities (including obtaining consent
and approvals) and implement all design changes for the CPGC
required by such regulatory authorities.

f. Intellectual Property Rights: The EPC Contractor will allow for the
assignability/transferability of any intellectual property rights (at no
cost) to the Owner or its assignees/successor companies,
including the Property Manager.

g. Procurement: The EPC Contractor will be responsible for all

procurement and the performance of all subcontractors and
vendors. The EPC Agreement will set out a list of approved
suppliers. If the EPC Contractor wishes to source any materials
from any other supplier, it must obtain the approval of the Owner
and the Independent Consultant. The EPC Contractor will, taking
into account the above, nominate a list of approved subcontractors
and vendors (who should be of good legal and financial standing)
for major service quality critical equipment and materials based on
predetermined specification criteria (detailed definition to be
included in the IAESP). The list of subcontractors and vendors will
be subject to approval by the Owner, such approval not to be
unreasonably withheld. Qualifications and experience
requirements for approved subcontractors and vendors will be
included in the EPC Agreement and the IAESP. All equipment and
materials will be new, and of high quality and of proven design, in
accordance with the parameters provided in the IAESP.

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 Certification of equipment that is required to be certified by law will
be the responsibility of the EPC Contractor.

h. Quality Assurance( QA ): The EPC Contractor shall develop and

implement a QA Programme before ordering any equipment in
connection with the CVGC and will maintain the QA Programme
for the duration of the EPC Agreement. The QA Programme shall
be in accordance with parameters and requirements stipulated in
the IAESP, and will be submitted for the Independent Consultant’s
review and approval.

i. Construction: The EPC Contractor will be responsible for the

performance of all construction services and activities required for
the timely scheduled completion of the CVGC including the
management, arranging qualified and skilled labor, equipment,
tools, consumables, spare parts, temporary facilities and utilities
necessary for such construction.

j. Compliance with Laws: The EPC Contractor will execute the

Works, and conduct its operations and activities, in compliance
with all applicable laws and regulations, government approvals,
licenses and permits.

5. Representations EPC Contractor Representations and Warranties

and Warranties
Contractor represents and warrants that:

● The EPC Contractor has all necessary power and authority to

carry on its business as presently conducted and to enter into and
perform its obligations under this Agreement in a timely manner.
The execution, delivery and performance of this Agreement by the
EPC Contractor has been duly authorized by all requisite company
action, to the best of the EPC Contractor’s knowledge will not
conflict with any provisions of applicable Law, and will not conflict
with any legal or contractual obligation to which it is a party or by
which it or its property is affected.

● This Agreement constitutes the legal, valid and binding obligation

of the EPC Contractor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally.

● There is no action, suit or proceeding, at law or in equity, or official

investigation by or before any governmental authority, arbitral
tribunal or any other body pending or, to the knowledge of the
EPC Contractor threatened, against or affecting the EPC
Contractor or any of its properties, rights or assets, which could
reasonably be expected to result in a material adverse effect on
the EPC Contractor’s ability to perform its obligations under this
Agreement or on the validity or enforceability of this Agreement.

● The EPC Contractor and its agents and representatives have

visited, inspected and are familiar with the Site, its physical
condition, roads, access rights, utilities, topographical conditions
and air quality conditions, except for unusual or unknown surface

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 or subsurface conditions, or unusual or unknown soil conditions,
and have performed all reasonable investigations necessary to
determine that the Site is suitable for the construction and
installation of the Project, and are familiar with the local and other
conditions which may be material to the EPC Contractor’s
performance of its obligations under this Agreement (including, but
not limited to transportation, seasons and climates, access, the
handling and storage of materials and fuel and availability and
quality of labor and materials).

● The EPC Contractor owns or will obtain the legal right to use all
patents, rights to patents, trademarks, copyrights and licenses
necessary for the performance by the EPC Contractor of this
Agreement and the transactions contemplated hereby, without any
material conflict with the rights of others.

● The EPC Contractor has obtained and is in compliance with all

Governmental Authorizations that the EPC Contractor is required
to obtain hereunder and for the valid execution, delivery and
performance by the EPC Contractor of this Agreement, and all
such legal entitlements are in full force and effect.

● Qualification. The EPC Contractor (including where applicable,

through its relationships with Subcontractors and its Affiliates)
possesses the know-how and wherewithal to oversee the design,
engineering, procurement and construction work needed to
complete construction of the Project. The EPC Contractor has the
requisite knowledge or information for the issuance of any
Relevant Consents, and has obtained or shall obtain all
Relevant Consents in accordance with due process as may be
applicable, or exemptions under applicable Legal Requirements,
on or before the date they are required to enable the EPC
Contractor to perform its obligations under this EPC
Agreement in a timely manner.

Owner Representations and Warranties

The Owner represents and warrants the following:

a. The entry into and the performance of their obligations under this
EPC Agreement constitute commercial or proprietary acts of the
Owner, and the Owner can sue and be sued in relation to its
dealings with the EPC Contractor.

b. The execution, delivery and performance by the Owner of the EPC

Agreement are private and commercial acts and not governmental
acts, and, thus, subject to civil and commercial law.

c. The Owner has all the requisite legal power, authority and right to
execute and deliver the EPC Agreement and to perform its
obligations under the EPC Agreement.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 10

 d. The Owner has taken all appropriate legal and/or other actions
required and/or appropriate to authorize the execution, delivery,
and performance of the EPC Agreement and all other agreements,
instruments, or documents contemplated hereunder.

e. This EPC Agreement constitutes the legal, valid, direct and

binding obligations of the Owner, enforceable against the Owner in
accordance with the terms of the EPC Agreement. The EPC
Agreement is in satisfactory and proper legal form under the laws
of the Republic of the Philippines.

f. No Owner Event of Default has occurred and is continuing.

6. EPC Subject to any additional payment in accordance with the EPC

Contractor Agreement, the EPC Contractor Price shall be [to be inserted].
Price

7. Payment Subject to the issuance of the Warranty Security, the Contract Price will
Milestones be paid to the EPC Contractor as follows:

[to be inserted].

The EPC Contractor shall prepare and submit the Works Timetable to
the Owner as part of the Project Execution Plan and shall subsequently
submit an updated Works Timetable no later than 30 days after the EPC
Agreement is signed.

8. Construction Conditions Precedent to Construction Start Date to be satisfied by

Start Date and the EPC Contractor
Conditions
Precedent to a. The EPC Contractor shall have delivered the Construction
Construction Performance Security.
Start Date
b. The EPC Contractor shall have provided evidence of required
insurance coverage.

c. The EPC Contractor shall have evidence that all Relevant

Consents required for Construction of the CPGC have been
obtained.

d. The EPC Contractor shall have appointed its representative on the

Project Dispute Resolution Board.

e. The EPC Contractor shall have completed the arrangement of

required finances for Construction of the CPGC and its obligations
under the EPC Agreement.

Except when otherwise prevented by MAGA or Force Majeure, failure by

the EPC Contractor to fulfill its conditions precedent by a certain date
shall render it liable to pay liquidated damages for each day of delay
counted from the expiration of the date [120] days after execution of the
EPC Agreement ('Required Construction Start Date").

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 Conditions Precedent to Construction Start Date to be satisfied by the
Owner

a. The Owner shall have delivered to the EPC Contractor peaceful and
exclusive possession of Project Site.

b. The Owner shall have appointed its representative on the Project

Dispute Resolution Board.

c. The Owner shall have appointed the Independent Consultant.

Failure of the Owner to fulfill its conditions precedent by a certain date

shall entitle the EPC Contractor to additional time within which to
complete their obligations commensurate to the delay.

Right to terminate

If the conditions precedent to the Construction Start Date are not satisfied
by the Required Construction Start Date, then the Party that has fulfilled
all its obligations in relation to achieving the Construction Start Date may
by notice to the other Party terminate the EPC Agreement or if neither
Party has fulfilled all its obligations in relation to achieving the
Construction Start Date, then either Party may give written notice to the
other Party of its intention to terminate this EPC Agreement.

If the termination of the EPC Agreement is due to failure of the EPC

Contractor to fulfill all its obligations in relation to achieving the
Construction Start Date (which is not attributable to Force Majeure Event
or MAGA) and provided the Owner has satisfied its Conditions Precedent,
the EPC Contractor shall pay to the Owner the amount of [to be
discussed] as damages. If the termination of the EPC Agreement is due
to failure of the Owner to fulfill all its obligations in relation to achieving the
Construction Start Date (which is not attributable to Force Majeure) and
provided the EPC Contractor has satisfied its conditions precedent, the
Owner shall pay to the EPC Contractor the amount of [to be discussed] as
damages.

Construction Start Date

a. Each Party shall notify the other Party in writing on achievement of

their obligations.

b. If the Owner agrees with the EPC Contractor’s notice that all of
the Conditions Precedent to Construction Start Date have been
fulfilled or explicitly waived by either Party in writing, the Owner
shall issue to the EPC Contractor a Notice of Construction Start
Date within a prescribed period.

c. The Construction Start Date shall be on the day immediately

following the date the Notice of Construction Start Date is issued
by the Owner.

9. Design of the Preliminary Design and Project Execution Plan

Works
a. The EPC Contractor shall prepare and submit for approval of the
owner, with a copy to the Independent Consultant, the Preliminary

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 Design and Project Execution Plan within 60-90 days from the
date of signing of the EPC Agreement. The Preliminary Design
and Project Execution Plan shall be prepared in accordance with
the MPSS.

b. The Preliminary Design shall be prepared by the EPC Contractor

pursuant to consultations with stakeholders.

c. Upon receipt of the Preliminary Design and Project Execution

Plan, as soon as reasonably practicable but in any case within 30
days upon such receipt, the Independent Consultant shall, after
taking into account any observations from the Owner, provide to
the EPC Contractor, a written notice approving the Preliminary
Design and Project Execution Plan or rejection of the Preliminary
Design and Project Execution Plan including the reasons for such
rejection.

E&S Impact Assessment

No later than 120 days after approval of the Preliminary Design by the
Independent Consultant or the Owner, as the case may be, the EPC
Contractor shall conduct an environment and social impact assessment
and shall submit its report to the Owner.

Detailed Design

Within 30 days from the date of approval of the Preliminary Design and
Project Execution Plan, the EPC Contractor shall prepare and submit the
Detailed Design to the Owner, with a copy to the Independent Consultant,
for approval. The Detailed Design prepared by the EPC Contractor shall
be in accordance with the approved Preliminary Design and Project
Execution Plan.

10. MPSS The EPC Contractor shall demonstrate that all the Works, equipment and
systems procured or carried out give the required performance are
designed and specified against standards as may be prescribed by Legal
Requirements.

The EPC Contractor will comply with the following:

a. Design and Construction

i. Programme compliance

ii. Drawing and design documentation submissions

iii. Health, safety and quality assurance

iv. Environmental compliance

b. ORAT

i. A set of criteria will be defined that relate to the quality and

design of the Works

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 ii. A set of criteria will be defined that relate to the timeliness
of EPC Contractor’s response to rectifying faults and
malfunctions during the ORAT phase

c. Performance Security and Warranty

i. Construction Performance Security

The EPC Contractor shall submit and ensure that the

Construction Performance Security in the form of an
irrevocable letter of credit equal to an amount of Php
35,000,000.00, delivered by the EPC Contractor as a
condition to the issuance of the Notice of Award, is at all
times in full force and effect in accordance with the terms
of the EPC Agreement.

ii. Warranty Security

On or before the date of issuance of the Final Acceptance

Certificate, the EPC Contractor shall deliver a Warranty
Security in the amount of PhP 35,000,000.00,
inflation-indexed, to the Owner as security that the CPGC
will meet the project technical specifications/agreed system
features, performance standards and services for a period
of not less than [5] years from the turnover of the CPGC to
the Owner or its assignee or the Property Manager. In
addition, the EPC Contractor shall provide to the Owner
(on such other persons) the warranties received for the
individual equipment from the suppliers/vendors.

11. Construction of Construction of the Works

Works
a. The EPC Contractor shall obtain an Environmental Compliance
Certificate from the Department of Environment and Natural
Resources (as may be required) and shall procure all other
Relevant Consents required to initiate the Construction. The
Owner shall provide the necessary assistance (including the
provision of any documents or information) that may be required
for the issuance of the Environmental Compliance Certificate or
such other Relevant Consents.

b. The EPC Contractor shall construct and complete the Works in

accordance with the requirements of the MPSS, the approved
Detailed Design, Legal Requirements, and prudent industry
practice.

Delays during Construction

If the Independent Consultant has reasonably determined that the

progress of Works is such that the project milestone dates are not likely to
be achieved, it shall notify the EPC Contractor and the Owner to this
effect. The EPC Contractor shall accelerate the Work to meet the project
milestones.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 14

 Warranties

a. The EPC Contractor hereby warrants to the Owner that the Works
shall conform to the terms, conditions and obligations specified
under the EPC Agreement.

b. The EPC Contractor shall name the Owner as the warrantee

under any manufacturers’ and any other warranties procured by
the EPC Contractor, from the day such warranties are issued and
shall be responsible for the installation of any materials covered by
manufacturers’ warranties in accordance with any associated
specified requirements. If a manufacturer fails to honor its
warranty based in whole or in part on a claim of defective
installation by the EPC Contractor, the EPC Contractor shall be
liable for the cost of the associated removal, replacement,
rebuilding and repair.

Subcontracting

a. The EPC Contractor shall use the subcontractors who have been
approved by the Owner (where approval is required) for carrying
out the Works.

b. Each proposed Subcontractor shall be in possession of all

Relevant Consents necessary for it to carry out the obligations
subcontracted to it.

c. The EPC Contractor may appoint another person to undertake any

part of Construction of the CPGC in accordance with the terms of
the EPC Agreement. Such person meets the qualification criteria,
subject to the Owner’s approval.

d. The EPC Contractor shall submit complete certified copies of all

sub-contracts to the Owner

e. Notwithstanding the appointment of any subcontractor, the EPC

Contractor shall retain full responsibility and obligation for
Construction of the CPGC and shall remain fully liable to the
Owner for the acts and omissions of any subcontractor in
connection with the Works as if they were the EPC Contractor's
own acts or omissions

12. Commissioning Obligation to Perform

and Acceptance
The EPC Contractor shall be solely responsible for ensuring that the
commissioning and acceptance of the Works is planned and executed for
all of the facilities, systems and equipment installed as part of the CPGC
in accordance with the requirements of the EPC Agreement. Trial running
of the CPGC and ORAT shall be an integral part of the commissioning
and acceptance process.

Commissioning and Acceptance Plan

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 15

 Within 12 months from the Construction Start Date, the EPC Contractor
shall develop and submit to the Owner the Commissioning and
Acceptance Plan, which shall include as a minimum:

a. The scope and objective of the Commissioning and Acceptance

Tests;

b. Organizational and administrative responsibilities for undertaking

the Commissioning and Acceptance Tests

c. Pre-conditions, conditions, and logistical support requirements for

undertaking the Commissioning and Acceptance Tests;

d. Schedule for the detailed Commissioning and Acceptance Tests

for each of the Work tested;

e. The procedures and data collection, collation, analysis

methodology and report documentation for the Commissioning
and Acceptance Tests; and

f. Commissioning and Acceptance Tests criteria

No relief from liability

Any review by the Owner or the Independent Consultant of the

Commissioning and Acceptance Tests shall not relieve the EPC
Contractor of any of its obligations under the EPC Agreement.

As Built Drawings

No later than 60 days after the issuance of the Final Acceptance

Certificate, the EPC Contractor shall submit to the Owner the As Built
Drawings of Works as completed in both electronic and hard copy formats
in sufficient detail.

Readiness for Operation Certificate

Within 10 days of the issuance of the Commissioning and Acceptance

Notice, the Independent Consultant may issue a Readiness for Operation
Certificate, subject to the conditions in the EPC Agreement.

Punch List Rectification Program

The EPC Contractor shall send to the Owner and the Independent
Consultant, within 10 days of receipt of a Readiness for Operation
Certificate, a program specifying how it intends to rectify or complete the
punch list items specified in the Readiness for Operation Certificate
relating to the Work tested.

Final Acceptance Certificate

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 16

 Within 7 days of rectification of the Punch List Items as certified by the
Independent Consultant, the Owner shall issue the Final Acceptance
Certificate to the EPC Contractor

13. Ownership of Ownership of the CPGC shall vest in the Owner upon full payment of the
CPGC Contract Price.

14. Shared The Owner shall provide the EPC Contractor with the required access to
Responsibilities the Project Site. From the date of provision of such access to the Project
Site until the completion of the Works or the termination of the EPC
Agreement (whichever occurs first), the Owner shall not unreasonably
hinder the EPC Contractor in the performance of the Works in accordance
with the obligations in the EPC Agreement.

The EPC Contractor acknowledges that access will not be exclusive and
will need to be shared with other stakeholders.

An interface protocol will be developed and administered by the

Independent Consultant. The EPC Contractor shall comply with this
protocol and compliance shall not entitle it to any extension of time or
additional cost.

Throughout the construction and testing period, the EPC Contractor shall
enable the Owner to inspect any part of the Project Site where the Works
are being performed as long as the site to be inspected can be safely and
reasonably accessed.

In order that the Works shall be in the condition required by the EPC
Agreement by the expiry date of the relevant defect liability period stated
in the EPC Agreement, the EPC Contractor shall:

a. Complete any work which is outstanding or which requires

rectification on the date stated in the Readiness for Operation
Certificate; and

b. Execute all works required to remedy any defects, deficiencies, or

damage (to the extent that such damage is attributable to, or is the
responsibility of the EPC Contractor under the EPC Agreement),
discovered after the issuance of any Readiness for Operation
Certificate, as may be notified by the Owner.

All work related to the completion of outstanding Works and remedying of

defects shall be executed at the risk and cost of the EPC Contractor,
unless such work is attributable to any breach of the EPC Agreements by
the Owner.

15. Insurance EPC Contractor Required Insurance

The EPC Contractor shall maintain at its own cost at all times, and with
the Owner as beneficiary:

a. All risk insurance in respect of the CPGC, in an amount equal to

the full replacement cost of assets destroyed or damaged;

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 17

 b. construction all risk insurance, at least up to the full replacement
value of the Works;

c. third party liability insurance;

d. worker’s compensation insurance;

e. appropriate insurance against terrorist attacks for any event and in

the aggregate in respect of material damage; and

f. marine cargo insurance for materials and equipment to be shipped

by sea for the Construction.

16. Variation and Areas for Variation

Improvements
Subject to Legal Requirements, either Party may submit proposals for any
of the following, at any time over the course of the EPC Agreement, with
each approved proposal leading to an amendment to the EPC Agreement
(“Variation”):

a. Changes in MPSS for Works;

b. Changes in performance specifications;

c. Inclusion of additional Works; and/or

d. Change in the Detailed Design.

A procedure for Variation and the necessary Owner approvals shall be

included in the EPC Agreement.

Compensation

If the Owner proposes a Variation, the EPC Contractor shall be entitled to

request the Owner for compensation through a mechanism agreed upon
in the EPC Agreement in which the Owner shall pay the cost of the
Variation including all overhead and transactional costs. Owner may, at its
discretion, also mobilize its own funding to cover the full cost of the
agreed Variation.

If the Variation proposed by the Owner (or by the EPC Contractor which
variation is accepted by the Owner) results in net savings to the Project
Cost, such net savings should be shared by the EPC Contractor with the
Owner.

If the EPC Contractor proposes a Variation which does not lead to cost
savings and such is accepted by the Owner, the additional costs will be
for the account of the EPC Contractor.

Approval of Variation

The Owner, in its absolute discretion, may approve, disapprove, or

approve subject to any required modification (provided such modification
is acceptable to the EPC Contractor), an application for Variation
proposed by the EPC Contractor within 60 days from receipt of the
Independent Consultant’s complete assessment and approval of the

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 18

 proposal for the Variation, subject to the conditions provided in the EPC
Agreement.

17. Independent Subject to the terms of the EPC Agreement and Relevant Rules and
Consultant Procedures, the Owner shall (as a condition to the Construction Start
Date) procure the services of the Independent Consultant.

The period of appointment of the Independent Consultant shall

commence from the date of signing of the contract with the Independent
Consultant.

The findings of the Independent Consultant shall be binding on the

Parties.

Either Party may dispute such findings in accordance with the dispute
resolution procedure in the EPC Agreement.

The fees and expenses of the Independent Consultant, in relation to the

EPC Agreement, shall be shouldered by the EPC Contractor.

18. Project Steering A project steering group shall be formed comprising of representatives
Group from the Owner and the EPC Contractor.

19. Force Majeure Events of Force Majeure

“Force Majeure” or “Force Majeure Event” refers to an event or a

circumstance which cannot be foreseen or even though foreseen is
beyond the reasonable control of a Party or is unavoidable despite the
exercise of due diligence, the cause of which event is not due to the fault
of a Party, and which wholly or partially prevents or delays such Party
from performing and fulfilling its obligations under the EPC Agreement.

Causes of Force Majeure Events may include without limitation the

following:

a. any war, declared or not,

b. hostilities,

c. blockade,

d. embargo,

e. revolution,

f. insurrection,

g. riot,

h. public disorder, political violence or acts of sabotage or terrorism,

i. export or import restrictions,

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 19

 j. closing of harbors, docks, canals or other assistance to or adjuncts
of shipping or navigation of or within any place,

k. rationing or allocation, whether imposed by law, decree or

regulation by, or by compliance of industry at the insistence of, any
Government Authority, in each of the above cases,

l. fire,

m. severe flood,

n. drought,

o. earthquake,

p. volcanic eruption,

q. storm,

r. lightning,

s. tide (other than normal tide),

t. tsunami,

u. air crash,

v. discovery of any archaeological finds on the Project Site,

w. discovery of any hazardous materials on the Project Site,

x. unexploded ordnance,

y. nuclear contamination,

z. epidemic,

aa. quarantine,

bb. any natural event or instance analogous to the foregoing, or any

event, matter or thing, wherever occurring.

Burden of Proof

The burden of proof in showing the occurrence of a Force Majeure Event

and its effect on the performance of obligations or the delivery of services
lies with the Party that issued the notice of Force Majeure.

Termination

If the Force Majeure Event persists for more than 12 months, then the
EPC Contractor shall be entitled to terminate the EPC Agreement.

Damage Caused by Force Majeure

All insurance proceeds in respect of insurances from physical damage

received by or payable under any insurance policy shall be applied to the
damage caused by Force Majeure.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 20

 Continuous Performance

Upon the occurrence of any Force Majeure Event, the EPC Contractor
shall continue to be responsible for performing such of its obligations as
are still possible to be performed, whether wholly or partially. Irrespective
of the occurrence of a Force Majeure Eve

If the EPC Contractor is completely prevented from performing its

obligations under the EPC Agreement during the Force Majeure Event,
then the EPC Contractor shall commence the performance of the
obligations upon conclusion of the Force Majeure Event.

The EPC Contractor shall be entitled to time extension equal to the period
of the Force Majeure or such excess time as may be agreed between the
Parties or determined by the Independent Consultant.

Non-Insurable Force Majeure Event

If a Force Majeure Event constitutes an event which is not insurable, then

on the occurrence of such Force Majeure Event, the EPC Contractor shall
have the right to terminate the EPC Agreement by giving 60 days notice
to the Owner.

Within a period of 60 days of the receipt of the termination notice from the
EPC Contractor, if the Owner, or the Independent Consultant on behalf of
the Owner, has determined that restoration of the CPGC would be
technically feasible and economically viable, the Owner may, at its
discretion, provide to the EPC Contractor the FM Restitution Amount.
Once an agreement has been reached on the FM Restitution Amount, the
EPC Contractor shall not be entitled to terminate the EPC Agreement.
Subject to one time payment of the FM Restitution Amount by the Owner,
the EPC Contractor shall carry out the Works in accordance with the EPC
Agreement.

The EPC Contractor shall be entitled to time extension equal to the period
of the Force Majeure or such excess time as may be agreed between the
Parties or determined by the Independent Consultant.

20. Delay by EPC Occurrence of Delay

Contractor and
Compensation If any Delay occurs, the EPC Contractor shall promptly notify the Owner
of:

a. the cause of the Delay;

b. its estimate of change in capital costs caused by the Delay;

c. its estimate of the impact of the Delay on the probability that the
Works Timetable will be met; and

d. the action it has taken or proposes to take to mitigate the effects of

the Delay.

The burden of proving the existence, extent and the effect of delay is on
the EPC Contractor.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 21

 Communication of Delay

The EPC Contractor shall provide regular updates to the Owner, no less
frequently than monthly, if applicable, of any occurrence of Delay
including as to the effects of the incident, the likely Delay to be caused
thereby, and the steps that it is taking or proposes to take to mitigate the
effects of the incident.

Mitigation of Delay

The EPC Contractor shall take all reasonable action necessary to mitigate
the consequences of a Delay and resume performance of its obligations
as soon as practicable.

Compensation for Delay

Subject to a curing period to be stipulated in the EPC Concession

Agreement, in case of any Delay attributable to the EPC Contractor (i.e.,
a Delay that is not attributable to Force Majeure Event or MAGA), the
Owner shall be entitled to receive liquidated damages from the EPC
Contractor in an amount equal to (1/10) of one percent (1%) of the cost of
the “unperformed portion” for every day of delay.

Should the EPC Contractor fail to pay the above liquidated damages
within 10 days from written demand by the Owner, the Owner may draw
the corresponding amounts from the Construction Performance Security.
If the Construction Performance Security has been depleted and the
liquidated damages due to the Owner remain unpaid in full or in part, the
Owner shall then be entitled to charge interest on the unpaid amount at a
rate to be provided in the EPC Concession Agreement.

If any amounts are drawn from the Construction Performance Security by

the Owner in accordance with the EPC Concession Agreement, the EPC
Contractor shall, on or before the date that is 10 days after the date the
value of the Construction Performance Security has fallen below fifty
percent (50%) of the required amount, deliver an additional irrevocable
standby letter of credit in an amount equivalent to the amount drawn by
the Owner, such that the amount of the Construction Performance
Security does not fall below the thresholds identified in the EPC
Concession Agreement.

The EPC Contractor’s liability to pay liquidated damages for a Delay

attributable to the EPC Contractor is capped at the Contract Price.

21. Warranty Period The Owner, its assignee, or the Property Manager shall have a period of 5
years from the turnover of the CPGC to the Owner or its assignee or
successor company to raise any defects to be remedied by the EPC
Contractor at its own account.

This will be without prejudice to the EPC Contractor’s liability to rectify

defects as may be required by any Legal Requirements.

22. Novation/ The EPC Contractor will not be permitted to assign the EPC Contract
Assignment other than with the prior written consent of the Owner. The EPC

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 22

 Contractor agrees that the Owner may transfer its rights under the EPC
Concession Agreement to any successor agency or Property Manager.

In addition, upon the Transfer Date, the EPC Contractor shall deliver and
make available to the Owner at no cost all proprietary information,
patents, and licenses of the EPC Contractor related to the CPGC.

The EPC Contractor further agrees that the Owner may transfer
operations of the completed facilities to the Property Manager in which
event all such warranties and licenses shall be made available to the
Property Manager at no cost to the Owner or the Property Manager.

23. MAGA MAGA relieves the EPC Contractor from performing the affected
obligation during the period of existence of the MAGA, and the EPC
Contractor shall be entitled to time extension equal to the period of
existence of the MAGA. To the extent that the MAGA will result in
additional cost exceeding a materiality threshold, then this shall be
compensated by the Owner.

24. Default and EPC Contractor Events of Default

Termination
a. the EPC Contractor fails to complete the Works by [date to be
inserted];

b. any representation or warranty made by the EPC Contractor is

false or inaccurate in any material respect and this is reasonably
likely to have a material adverse effect on the ability of the EPC
Contractor to carry out the Works;

c. the EPC Contractor files for corporate rehabilitation, insolvency,

liquidation or dissolution, or is the subject of an application filed by
third parties for its corporate rehabilitation, insolvency, liquidation or
dissolution and, in case of such applications filed by third parties,
such application has not been dismissed within 120 days from the
filing of the application;

d. the EPC Contractor abandons or manifests intention to abandon

the construction of the CPGC without the prior written consent of
the Owner;

e. the EPC Contractor becomes subject to any litigation, arbitration or

administrative proceeding, and a final and executory judgment or
order is issued against the EPC Contractor that when implemented
has a material adverse effect on the ability of the EPC Contractor
to carry out Construction of the CPGC;

f. any insurance required to be effected by the EPC Contractor under

the EPC Concession Agreement is not, or ceases to be,
maintained in full force and effect, or any event or circumstance
occurs which may entitle the insurer to avoid or otherwise reduce
its liability under the relevant policy

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 23

 g. the EPC Contractor fails to effect, maintain, replenish or replace
any performance security in accordance with the EPC Concession
Agreement;

h. a Prohibited Act is committed by the EPC Contractor or its officers,

employees, shareholders and/or agents;

i. the EPC Contractor fails or refuses, after reasonable notice from the
Owner, to rectify any deficiency or otherwise perform its obligations
in accordance with the EPC Concession Agreement;

j. if the EPC Contractor fails to submit the reports in accordance with

the EPC Concession Agreement;

k. the EPC Contractor fails to submit the As Built Drawings of Works;

and

l. material breach by the EPC Contractor of any of its obligations

under the EPC Concession Agreement

Without prejudice to any other rights or remedies which the Owner may
have under this Agreement, upon occurrence of a EPC Contractor
Default, the Owner shall be entitled to terminate this Agreement by
issuing a Termination Notice to the EPC Contractor; provided that before
issuing the Termination Notice, the Owner shall by a notice inform the
EPC Contractor of its intention to issue such Termination Notice and grant
15 (fifteen) days to the EPC Contractor to make a representation, and
may after the expiry of such 15 (fifteen) days, whether or not it is in
receipt of such representation, issue the Termination Notice.

After termination of this Agreement for EPC Contractor Default, the

Owner may complete the Works and/or procure its completion through
any other entity. The Owner and such entity may, for this purpose, use
any Materials, Plant and equipment, EPC Contractor’s documents and
other design documents made by or on behalf of the EPC Contractor.

Owner Events of Default

a. the Owner is dissolved, reconstituted or abolished, and the EPC

Agreement ceases to be enforceable against it, or any step is taken
by any person for the dissolution, reconstitution or abolition of
Owner, unless the obligations of the relevant Owner are assumed
by the Government or by an entity owned by the Government;

b. failure to pay, upon 60 Business Days' notice, a sum that is above a

specified threshold;

c. interruption of the EPC Contractor’s possession of the Project Site;

and

d. material breach by the Owner of any of its obligations under the

EPC Agreement

25. Cross-Default The termination of the JV Agreement due to a PSP Event of Default shall
likewise result in the termination of the EPC Agreement.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 24

 26. Compensation The principles on which termination payments (“TP”) will be made are as
for Termination follows:

a. TP Formula for Owner Event of Default

The overarching principle here is to make the EPC Contractor whole

with a reasonable return. Thus, the EPC Contractor is entitled to be
paid for the Works executed, cost of equipment which has been
delivered or which the EPC Contractor is liable to accept, cost of
removal of EPC Contractor’s equipment and people from the Project
Site, any other cost reasonably incurred plus a premium, the amount
of which shall be specified in the EPC Agreement.

b. TP Formula for the EPC Contractor Event of Default

The overarching principle here is that the EPC Contractor should be

paid the bare minimum, to cover all costs incurred as at the
termination date subject to a deduction. Thus, the EPC Contractor is
entitled to be paid for the Works executed, cost of equipment which
has been delivered or which the EPC Contractor is liable to accept,
cost of removal of EPC Contractor’s equipment and people from the
Project Site, any other cost reasonably incurred less some deduction,
the amount of which shall be specified in the EPC Agreement.

c. TP Formula for Force Majeure Event

The overarching principle is that EPC Contractor may be

compensated for any assets constructed/acquired, but at the
maximum only to the extent of the fair, market, appraised,
replacement value of any assets (as these may be damaged by a
Force Majeure Event) taking into consideration the actual, reasonable
and duly-audited costs incurred by the EPC Contractor, as assessed
by the Independent Consultant. Thus, the EPC Contractor is entitled
to reimbursement of reasonable costs incurred from payment of the
last milestone payment.

The EPC Contractor expressly agrees that Termination Payment under

this Article shall constitute a full and final settlement of all claims of the
EPC Contractor on account of Termination of this Agreement and that it
shall not have any further right or claim under any law, treaty, convention,
contract or otherwise.

27. Indemnities The EPC Contractor shall indemnify, defend, save and hold harmless the
Owner against any and all losses (to be defined in the EPC Concession
Agreement) arising out of the performance by or on behalf of the EPC
Contractor of any of its obligations under the EPC Concession
Agreement.

28. Governing Law This EPC Contract together with all its Annexes and its interpretation or
construction shall be governed by the laws of the Republic of the
Philippines.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 25

 29. Dispute Consultation
Resolution
Any Dispute shall be settled by the Parties. If the Dispute cannot be
settled through amicable means within a prescribed period, either Party
may refer it to a Project Dispute Resolution Board.

Project Dispute Resolution Board

The Project Dispute Resolution Board shall be composed of (a) a

representative to be chosen by the Owner, (b) a representative to be
chosen by the EPC Contractor, and (c) a representative to be appointed
by the two representatives chosen.

Either Party’s disagreement with the action, decision, or resolution of the

Project Dispute Resolution Board shall be a Dispute and may be referred
to Arbitration.

Arbitration

Should the Parties be not able to resolve any dispute amicably, it shall be
finally settled by arbitration within a prescribed period.

The Dispute shall be referred to and finally settled through arbitration by

the Construction IAC under the Rules of Procedure Governing
Construction Arbitration promulgated by the Construction IAC, pursuant to
Executive Order No. 1008 (Construction Industry Arbitration Law), as
amended by Republic Act No. 9285 (Alternative Disputes Resolution Act
of 2004) (or any other laws applicable to

Construction Disputes at the time that the Dispute arises).

The legal seat of the arbitration shall be the Republic of the Philippines
and the venue of the arbitration shall be in Metropolitan Manila.

Continuation of Works

The Parties shall continue to perform all of their respective obligations

under the EPC Concession Agreement during the pendency of any
dispute under the EPC Concession Agreement, including the
commencement and pendency of any Dispute referred to arbitration.

30. Miscellaneous Language

The EPC Agreement and all written and oral communication and
documents relating to the EPC Agreement exchanged by the Parties shall
be in English. Supporting documents and printed literature that are part of
the EPC Agreement may be in another language, but any documents
provided in another language must be accompanied by an accurate
translation into English from a qualified and independent translator agreed
by the Parties.

Notices

Notices or other communications between the Parties with respect to the

EPC Agreement shall only be effective if it is in writing in the English

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 26

 language, and addressed and delivered by the sending / issuing Party to
the receiving Party, as follows:

Owner:

Central Philippines Development Authority

EPC Contractor:

[insert]

Any notice given shall, in the absence of earlier receipt, be deemed to

have been duly given as follows:

a. if delivered personally, on delivery; and

b. if sent by registered post to the aforesaid address of a Party, it shall

be deemed to be received at the time when it would have been
delivered in the ordinary course of post.

c. Any notice given outside the business hours in the place to which it
is addressed shall be deemed not to have been given until the start
of the next period of business hours in such place.

Modification or Amendment

The EPC Agreement may only be released, discharged, supplemented,

interpreted, amended, varied or modified by an instrument in writing
signed by a duly authorized officer or representative of each of the
Parties.

No waiver

No course of dealing, nor any failure to exercise, nor any delay in

exercising any right, power or privilege hereunder shall operate as a
waiver thereof, unless it is in writing signed by the Party granting the
waiver.

Entire Agreement

The EPC Agreement will constitute the entire agreement between the
Parties as to the Project and supersede and extinguish all previous drafts,
agreements, arrangements and understandings between the Parties,
whether written or oral relating to this Project, including this Term Sheet.

Each Party acknowledges that in signing the EPC Agreement it does not
rely on, and shall have no remedies in respect of, any representation or
warranty not set out therein.

Nothing in this Section shall limit or exclude any liability for fraud or willful
misconduct.

Severability

If any provision of the EPC Agreement is determined to be invalid,

unenforceable or illegal, that provision (or the defective part thereof) shall
be deleted or modified as the Parties may agree in order to eliminate such

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 27

 defect and give effect to the Parties' intentions expressed herein. The
unaffected provisions of the EPC Agreement shall remain in force.

Counterparts

The EPC Agreement may be executed in any number of counterparts,

and by the Parties to it on separate counterparts, but shall not be effective
until each Party has executed at least one counterpart.

Each counterpart shall constitute an original of the EPC Agreement, but

all the counterparts shall together constitute but one and the same
instrument.

Survival

The provisions on Dispute resolution will survive the termination or expiry

of the EPC Agreement.

THE CENTRAL PHILIPPINES GOVERNMENT CENTER PROJECT - EPC AGREEMENT 28