NINETEENTH CONGRESS OF THE 
REPUBLIC OF THE PHILIPPINES 
First Regular Session
SENATE
s.B. NO. 2233
w Isaintf
of tl)e .u'tatT
23 HAY 23 P4 30
RHCElVilD B'V;
(In substitution of Senate Bill Nos. 765, 1022, 1251, 1344, 1613, 1974, and
Prepared by the Committee on Public Works, upon the recommendation of 
the Subcommittee on Public-Private Partnerships (PPP) with Senators 
Angara, Ejericto Estrada, Marcos, Legarda, Zubiri, Villanueva, Ejercito, 
Gatchalian, and Revilla, Jr. as authors
AN ACT
STRENGTHENING PUBLIC-PRIVATE PARTNERSHIPS, APPROPRIATING 
FUNDS THEREFOR, AND FOR OTHER PURPOSES
Be it enacted by the Senate and House of Representatives of the Philippines in 
Congress assem bled:
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SECTION 1. Short Title. - This Act shall be known as the "Public-Private
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Partnership (PPP) Act."
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Sec. 2. Declaration of Policy. - Section 20, Article II, of the Constitution declares
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that the State recognizes the indispensable role of the private sector, encourages
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private enterprise, and provides incentives to needed investments. To this end, the
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State shall provide an enabling environment for the private sector to mobilize its
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resources for the purpose of financing, designing, construction, operations, and
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maintenance of infrastructure and development projects. As provided by law, the
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government shall foster robust private sector participation by providing financial
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incentives and by reducing costs of doing business.
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It is further declared that the State shall protect the public interest by providing
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affordable, accessible, and efficient public services. In order to achieve better quality
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of PPP Projects at lower costs, the State shall ensure equitable risk allocation in PPP
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Projects, and that all PPP Projects yield sufficient value for money, value for people,
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and value for planet.


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The State, through all means available, shall pursue a policy of maintaining a
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reasonable balance on the financing of infrastructure and other development projects
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that will most effectively meet the objectives of the government. These may include
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appropriations, official development assistance, and PPPs, as well as combinations
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thereof. The government shall determine the appropriate financing by considering
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budget availability, timelines, stakeholder commitments, and market capacity.
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The State recognizes the autonomy of Local Government Units in entering and
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implementing local PPP projects to enable them to attain their fullest development as
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self-reliant communities and make them more effective partners in the attainment of
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national goals.
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The State shall also ensure the integration of climate resilience, sustainability,
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and gender and development policies and programs in the planning, design, and
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implementation of PPP Projects, in accordance with relevant laws, rules, and
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regulations.
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Finally, it is declared that the State shall affirm open, fair, transparent, and
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competitive selection as the central tenet for securing private investment in PPP
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Projects. It shall implement a policy of full public disclosure of all its transactions
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involving public interest, subject to terms and conditions as prescribed by pertinent
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laws.
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Sec. 3. Scope and Application. - This Act shall apply to all PPP Projects
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undertaken by Implementing Agencies through PPP contracts with a Private
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Proponent, including Joint Ventures, as defined under this Act. This shall also cover
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lease agreements, when such is a component of a PPP Project or possess
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characteristics or elements of a PPP as provided in Section 5 of this Act. This Act shall
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also apply to all contractual agreements with a Private Proponent involving the
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construction, operation, and maintenance, or a combination thereof, of toll facilities in
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accordance with Presidential Decree (PD) No. 1112, s. 1977 or the Toll Operation
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Decree, PD No. 1113, s. 1977, and PD No. 1894, s. 1983. This Act shall likewise apply
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to and be enforceable among all parties to said PPP contracts.
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This Act shall not be applicable to infrastructure projects undertaken through
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the design and build scheme under Republic Act No. 9184 or the Government
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Procurement Reform Act.


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Furthermore, this Act shall not cover management contracts, service contracts,
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divestments or dispositions, corporatization, incorporation of subsidiaries with private
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sector equity, onerous donations, gratuitous donations, and other contractual
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arrangements that do not demonstrate the necessary characteristics or elements of a
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PPP as provided in Section 5 of this Act. In such cases, the Implementing Agencies
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shall implement the aforementioned arrangements in accordance with provisions of
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other applicable laws.
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Sec. 4. Definition of Terms. - As used in this Act:
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(a) Approving Body refers to an entity authorized to approve PPP Projects,
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in accordance with Section 7 of this Act;
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(b) Avaiiabiiity Payments refer to predetermined payments by the
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Implementing Agency to the Private Proponent in exchange of delivering
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an asset or service in accordance with the contract. Availability Payments
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shall not be construed as Government Undertakings, Subsidy, or
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government contribution;
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(c) Construction refers to new construction, rehabilitation, improvement,
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expansion, alteration, and related works and activities including the
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necessary design, supply, installation, testing and commissioning of
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equipment, systems, plants, materials, labor and services, and related
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items needed to build or rehabilitate an infrastructure or development
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facility;
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(d) Contractor refers to any entity allowed and duly registered and licensed
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under Philippine laws, which may or may not be the Private Proponent,
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and which shall undertake the Construction and/or supply of equipment
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or services for PPP Projects;
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(e) Contingent Liability refers to an obligation that may or may not arise
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from events specified in a PPP contract, the occurrence, timing, and
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amount of which are uncertain. These events include, but are not limited
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to regulatory risks, force majeure, breach of government warranties, and
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material adverse government action, among others;
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(f) Facility Operator refers to an entity with legal personality authorized
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under existing laws, which may or may not be the Private Proponent,


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that shall be responsible for operating and/or maintaining a facility, 
including, but not limited to, the collection of tolls, fares, fees, rentals or 
charges from facility users;
(g) Government Undertakings refer to any form of contribution and/or 
support, which the government may extend to a Private Proponent for 
the implementation of PPP Projects, as provided under this Act. The 
procedures on proposing and granting of Government Undertakings, 
including applicable caps, shall be prescribed in the IRR of this Act;
(h) Green Financing refers to investments that create environmental 
benefits in support of green growth, low-carbon, and sustainable 
development;
(i) Guarantee on Demand refers to an agreement whereby the 
Implementing Agency guarantees a minimum amount of users, 
consumers, traffic, or other similar assumptions for the PPP Project;
(j) Guarantee on Loan Repayment refers to an agreement whereby the 
Implementing Agency guarantees to assume responsibility for the 
repayment of debt directly incurred by the Private Proponent in 
implementing the PPP Project in case of a loan default. As an exception, 
government repayment of debt as part of Termination Payments shall 
not be considered as Guarantee on Loan Repayment;
(k) Guarantee on Private Sector Return refers to an agreement whereby 
the Implementing Agency guarantees to provide a predetermined rate 
of return on the investment of the Private Proponent. This shall not cover 
Termination Payments arising from government events of default;
(l) Impiementing Agency refers to a department, bureau, office, 
instrumentality, commission, authority of the national government, state 
university and college (SUC), local university and college (LUC), local 
government unit (LGU), government-owned or -controlled corporation 
(GOCC) as defined in Republic Act No. 10149, otherwise known as the 
"GOCC Governance Act of 2011", including government instrumentality 
with corporate powers (GICP), government corporate entity (GCE), and 
government financial institution (GFI), water district, and economic zone


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authority which is hereby authorized to undertake PPP Projects with a 
Private Proponent in accordance with its mandate or charter and the 
provisions of this Act;
(m) Joint Venture (JV) refers to a contractual arrangement whereby both 
the Implementing Agency performing a proprietary function, excluding 
regulatory bodies, and the Private Proponent contribute to pool 
resources comprising of capital, services, or assets (including equipment, 
land, or intellectual property) to jointly undertake a specific and time- 
bound investment activity to deliver an infrastructure or development 
project typically provided by the public sector, subject to Section 11 of 
this Act;
(n) Materia! adverse government action (MAGA) refers to any act of the 
government which the Private Proponent had no knowledge of, or could 
not be reasonably expected to have had knowledge of, prior to the 
effectivity of the PPP contract, and that occurs after the effectivity of the 
contract, other than an act which is authorized or permitted under the 
PPP contract, which (1) specifically discriminates against the sector, 
industry, or project, and (2) has a significant negative effect on the 
ability of the Private Proponent to comply with any of its obligations 
under the approved PPP contract. MAGA may include regulatory risks, 
as stipulated in the approved PPP contract;
(o) Local Public-Private Partnership (PPP) Project refers to a PPP Project that 
shall be undertaken by LGUs and LUCs as defined in RA 10931 otherwise 
known as the Universal Access to Quality Tertiary Education Act;
(p) National Public-Private Partnership (PPP) Project refers to a PPP Project 
that shall be undertaken by the national government, SUCs as defined 
in RA 10931, GOCCs including GICPs, GCEs, and GFIs, water districts, 
and economic zone authorities;
(q) Original Proponent refers to the Private Proponent which submitted an 
unsolicited proposal that has been accepted, has been pre-qualified by 
the Implementing Agency, and has been conferred the "Original 
Proponent status (OPS)", as mentioned in Section 10 of this Act;


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(r) Public-Private Partnership (PPP) Project- refers to any infrastructure or 
development project implemented under this Act;
(s) Private Proponent refers to the private sector entity which has submitted 
an unsolicited proposal, or a bid submission in relation to a solicited PPP 
Project, and/or has a contractual responsibility for the PPP Project. The 
Private Proponent may be Filipino or foreign-owned, and may engage 
the services of a foreign Contractor or foreign Facility Operator, subject 
to requirements and limitations provided under existing laws, rules, and 
regulations;
(t) Project Cost refers to the estimated cost of the PPP Project, based on 
its nature and structure, the determination of which shall be prescribed 
in the IRR of this Act;
(u) Solicited Proposal refers to a submission by the Private Proponent to bid 
for a PPP Project through open, fair, transparent, and competitive public 
bidding initiated by the Implementing Agency, subject to Section 9 of 
this Act;
(v) Subsidy refers to an agreement whereby the Implementing Agency will: 
(i) defray, pay for, or shoulder a portion of the Project Cost or the 
expenses and costs in operating or maintaining the project; (ii) bear a 
portion of capital expenses associated with the establishment of an 
infrastructure or development project, and/or any partial financing of the 
project or component thereof; (iii) contribute any property or assets to 
the project; (iv) in the case of LGUs, waive or grant special rates on real 
property taxes on the project during the term of the contractual 
arrangement; and/or (v) waive charges or fees relative to business 
permits or licenses that are to be obtained for the Construction of the 
project, all without receiving payment or value from the Private 
Proponent, Contractor, and/or Facility Operator for such payment, 
contribution, or support: Provided, That Subsidy falling under items (i) 
and (ii) shall not exceed fifty percent (50%) of the total Project Cost;
(w) Termination Payment refers to the amount payable by the government 
or the Private Proponent on the occurrence of an event or series of


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events provided for in the PPP contract that results in the termination of
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said contract;
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(x) Unsolicited Proposal refers to a project proposal submitted by a Private
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Proponent not in response to a formal solicitation or request issued by
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the Implementing Agency, subject to Section 10 of this Act;
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(y) Viability Gap Funding (VGF) refers to a type of Subsidy in the form of a
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financial support that the government may provide to a revenue-based
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PPP Project with the objective of making fees affordable, while improving
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the commercial attractiveness of the project, excluding costs of right-of-
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way, resettlement, and real estate taxes.
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Sec. 5. Pubiic-Private Partnership (PPP) - A PPP is a contractual arrangement
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between the Implementing Agency and the Private Proponent for the financing,
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designing, constructing, operating and maintaining, or any combination thereof, of
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infrastructure or development projects which are typically provided by the public
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sector, where each party shares in the associated risks. PPP Projects may also be
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financed partly from direct government appropriations and/or from official
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development assistance (ODA) of foreign governments or institutions.
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PPP Projects may be undertaken through contractual arrangements, including
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Joint Ventures, authorized under the Implementing Rules and Regulations (IRR) of
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this Act, and such other variations thereof as may be approved by the appropriate
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Approving Body. PPP also includes lease agreements providing for rehabilitation,
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operation, and/or maintenance, including working capital and/or improvements to, by
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the Private Proponent of an existing land or facility owned by the government for a
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fixed period of time covering more than one (1) year.
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Implementing Agencies, in accordance with their respective mandates or
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charters, are hereby authorized to undertake PPP Projects with a Private Proponent in
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accordance with the provisions of this Act.
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Sec. 6. Identification of PPP Projects. - Implementing Agencies shall include in
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their development plans, strategies, and investment programs those PPP Projects that
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they are to undertake. In identifying those projects, the Implementing Agencies shall
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be guided by the following principles: effectiveness in meeting government objectives,
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appropriateness of the chosen procurement modality and source of funding, value for


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money, accountability and transparency, consumer rights, affordability, and public
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access, safety, and security. All PPP Projects shall be consistent and responsive to
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national, local, and sectoral development and investment plans.
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The Implementing Agencies shall submit their list of PPP Projects or any update
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thereto to the appropriate oversight agencies, including the National Economic and
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Development Authority (NEDA), regional development councils (RDCs), and the PPP
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Center, for information and in accordance with existing rules, regulations, and
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guidelines. Each proposed PPP Project shall be subject to the approval of the
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appropriate Approving Body.
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The PPP Center shall ensure that the Congress of the Philippines and the public
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shall be provided with adequate and timely information on PPP Projects.
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Sec. 7. Approval of PPP Projects. -
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(a) The approval of PPP Projects under this Act shall be in accordance with the
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following:
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(1) National PPP Projects. - National PPP Projects shall be approved as
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follows:
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(i) Projects with Project Cost above five billion pesos (PhP
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5,000,000,000.00) shall be submitted to the NEDA Board for
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approval, upon favorable recommendation of the Investment
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Coordination Committee (NEDA Board - ICC);
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(ii) Projects with Project Cost from two billion five hundred million
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pesos (PhP 2,500,000,000.00) to five billion pesos (PhP
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5,000,000,000.00) shall be submitted to the NEDA Board - ICC
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for approval;
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(iii) Projects with Project Cost below two billion five hundred
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million pesos (PhP 2,500,000,000.00) shall be submitted to
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the following, whichever is applicable, for approval:
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a. To the Head of the department or agency to which
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the Implementing Agency is attached to; or
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b. To the respective board of the Implementing
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Agency, in case an Implementing Agency has a
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governing board. If an Implementing Agency has a


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governing board and is likewise an attached 
agency, this rule shall apply; or 
c. To the Head of the Implementing Agency, in case 
the Implementing Agency has no governing board 
or is not an attached agency.
The NEDA Board - ICC shall review the amounts every three years 
after the enactment of this Act, and may, as necessary, update the 
aforementioned amounts based on the cumulative growth of the 
nominal Gross Domestic Product from the previous year of 
adjustment, as calculated from the official estimates of the Philippine 
Statistics Authority.
National JVs with contribution of the Implementing Agency exceeding 
fifty percent (50%) of its entire assets shall also be approved by the 
NEDA Board - ICC.
(2) Local PPP Projects - Regardless of Project Cost, Local PPP Projects 
shall be approved by the local Sanggunians in the case of LGUs, or 
by the boards in the case of LUCs. Prior to approval. Local PPP 
Projects implemented by LGUs shall be confirmed by the respective 
local development council.
Proposed Government Undertakings using national government 
funds for Local PPP Projects shall be submitted to the NEDA Board - 
ICC for approval, upon review and endorsement by the respective 
RDCs. Such Government Undertakings shall include, among others, 
the following items to be provided by the national government to a 
Local PPP Project: (i) Guarantees on Demand, (ii) Guarantees on 
Private Sector Return, (iii) Guarantees on Loan Repayment; (iv) 
Viability Gap Funding and other forms of Subsidy; (v) payment of 
Contingent Liability, including Termination Payments. Permits, 
clearances, licenses or endorsements from national government 
agencies required for Local PPP Projects under laws, rules, and 
regulations, shall not be considered as Government Undertakings by 
the national government for Local PPP Projects;


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The NEDA Board - ICC shall render its decision on such requested 
Government Undertakings within sixty (60) calendar days upon 
receipt of such request. The disapproval of the requested 
Government Undertakings shall not be construed as a disapproval of 
the Local PPP Project.
Local PPP Projects affecting national development or master plans 
and national projects shall secure the endorsement of the national 
government through the respective RDCs, prior to approval by the 
local Sanggunians 'm the case of LGUs, or by the Boards in the case 
of LUCs. Such endorsement of the RDC shall be processed in the 
most expeditious manner as prescribed in the IRR of this Act, and 
shall not be unreasonably withheld.
A PPP Project covering two or more LGUs may be implemented by 
the national government, subject to the approval process for National 
PPP Project; or by the next higher level of LGU, subject to the 
approval process for Local PPP Projects, or by the LGUs concerned. 
In case of a Local PPP Project implemented by two or more LGUs, 
such project shall be approved by the local Sanggunians of LGUs 
concerned, pursuant to Republic Act No. 7160 or the Local 
Government Code of 1991. The respective RDCs may assist in the 
coordination of LGUs in the development, approval, and 
implementation of the Local PPP Project covering two or more LGUs. 
(b)The Approving Body shall assess all PPP Projects based on its overall 
feasibility, in accordance with the principle of protecting public interest 
through the provision of affordable, accessible, and efficient public services. 
All PPP Projects submitted to the Approving Body shall include proposed 
indicators to determine their benefits and outcomes, which shall be used in 
the monitoring and evaluation of PPP Projects during implementation. To 
ensure that all risks associated with PPP Projects are managed and 
mitigated accordingly, all PPP contracts to be entered into by the 
Implementing Agency shall adhere to the principles stipulated under the


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Generic Preferred Risk Allocation Matrix (GPRAM) issued by the NEDA Board
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- ICC.
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(c) The appropriate Approving Body shall notify and advise, in writing, the
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Implementing Agency of its receipt and assessment of the completeness, in
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form and in substance, of the PPP Project proposal. Upon complete
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submission of the requirements by the Implementing Agency, the
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appropriate Approving Body shall render its decision on the project in the
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most expeditious manner considering the nature and complexity of the PPP
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Project, as prescribed in the IRR of this Act. The Implementing Agency shall
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be duly notified in writing of the decision of the Approving Body on or before
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the prescribed period in the IRR of this Act. The failure of the appropriate
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Approving Body to render its decision on the project within the specified
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period shall be deemed an approval thereof, and the Implementing Agency
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concerned may proceed with the procurement of the PPP Project, without
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prejudice to any liability that the erring or negligent officials or employees
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may incur under existing laws.
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(d) In order to facilitate a comprehensive and timely review of PPP Projects, the
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NEDA Board - ICC, in the case of National PPP Projects, and the PPP
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Governing Board, in the case of Local PPP Projects, shall formulate
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guidelines, forms, and templates that shall be used by the Implementing
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Agency and the Approving Body in reviewing and approving the PPP Project.
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The NEDA Board - ICC shall also formulate guidelines on the approval of
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Government Undertakings using national government funds for Local PPP
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Projects.
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(e)The decision of the Approving Body to approve and implement the project
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under any of the contractual arrangements or variations thereof shall be
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final and executory unless the Implementing Agency can provide sufficient
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justifiable reason to convert the PPP Project to another project under a
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different procurement modality.
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Sec. 8. PPP Pre-qualification, Bids and Awards Committee. - The Head of the
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Implementing Agency undertaking PPP Projects shall create a PPP Pre-qualification,
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Bids and Awards Committee (PBAC), which shall be responsible for all aspects of pre-
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bidding and bidding process in solicited proposals, or the comparative bidding process
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in unsolicited proposals.
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Sec. 9. Solicited Proposals. -
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(a) General - Solicited Proposals refer to submissions by the Private Proponent
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to bid for PPP Projects through open, fair, transparent, and competitive
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public bidding initiated by the Implementing Agency. Government
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Undertakings are allowed, subject to the approval of the Approving Body.
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(b) Public Bidding - The public bidding may be conducted in a single-stage or
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two-stage bidding process, either manually or electronically.
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The contract shall be awarded to the bidder who has satisfied all pre-
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qualification and eligibility requirements and has submitted the most
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compliant bid as defined in the bid documents. In all instances, the principle
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of protecting public interest through the provision of affordable, accessible,
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and efficient public services shall be of paramount importance in awarding
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a PPP contract.
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If the winning bidder fails to comply with any post-award requirement which
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shall be set as part of the bidding documents, or fails to enter into a contract
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with the Implementing Agency, the latter may proceed to consider the next
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most compliant bidder In case the contract is awarded to the next most
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compliant bidder, it shall be without prejudice to legal remedies available to
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the Implementing Agency such as forfeiture of bid security, withdrawal of
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award, and such other remedies allowed under existing laws, rules, and
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regulations.
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All PPP contracts shall require a period within which financial close shall be
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achieved by the Private Proponent. Failure to achieve financial close within
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such period shall be subject to penalties to be provided for in the signed
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contract: Provided, That such failure to achieve financial close is not due to
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the fault of the government.
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Any change in control of the Private Proponent or composition of the
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consortium shall be allowed, subject to rules set forth in the IRR of this Act:
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Provided, That the Private Proponent or consortium has equal or better
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qualifications.
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(c) Failure of Bidding - The PBAC shall declare failure of bidding in case of any 
of the following:
(1) If no bids are received;
(2) If there are no complying bids; or
(3) If the winning bidder refuses without justifiable cause to accept the 
award of contract, as the case may be.
The Head of the Implementing Agency, upon the recommendation of the 
PBAC, may also declare a failure of bidding if, after advertisement, only one 
bidder applied for and met the pre-qualification requirements, unless 
otherwise provided in this Act.
(d) Single Complying Bid - Without prejudice to paragraph (a) of this Section, 
the Implementing Agency may consider, on a negotiated basis, a single 
complying and responsive bid in case of any of the following:
(1) If, after advertisement, more than one bidder applied for pre­
qualification but only one met the pre-qualification requirements;
(2) If, after advertisement, only one bidder applied for and met the pre­
qualification requirements, provided such was allowed by the Head 
of the Implementing Agency, upon recommendation of the PBAC;
(3) If, after pre-qualification of more than one bidder, only one 
submitted a bid; or
(4) If, after pre-qualification, more than one bidder submitted bids but 
only one is found by the Implementing Agency to be complying.
Negotiation between the Implementing Agency and the single complying 
and responsive bidder shall be limited to the financial proposal of the bidder 
and in compliance with the reasonable rate of return prescribed by the 
appropriate Approving Body.
Sec. 10. Unsolicited Proposals. -
(a) General - Unsolicited Proposals refer to project proposals submitted by a 
Private Proponent not in response to a formal solicitation or request issued 
by the Implementing Agency.
The Implementing Agency may accept, reject, or convert an unsolicited 
proposal into a solicited proposal, subject to the evaluation of eligibility and
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merits of the project, and other conditions set forth in this Section and the 
IRR of this Act.
(b) Limitations - Unsolicited proposals may be allowed for projects in the list of 
PPP Projects, subject to the procedures and conditions set forth in this 
Section and the IRR of this Act. In case the Implementing Agency has 
already incurred any development cost for the PPP Project, such as the 
conduct of feasibility study, business case, and surveys, among others, for 
the last three (3) years, the Private Proponent must undertake to reimburse 
the Implementing Agency of such documented development costs 
notwithstanding whether it is funded through government appropriations, 
grants, and other sources. Reimbursable development costs for such 
proposal and the procedures for such reimbursement shall be determined 
by the Implementing Agency.
An unsolicited proposal shall not contain any of the following Government 
Undertakings:
(1) 
Viability Gap Funding and other forms of Subsidy;
(2) 
Payment of right-of-way (ROW) related costs;
(3) 
Performance undertaking;
(4) 
Exemption from any taxes as required by laws, except local taxes 
imposed by local government units;
(5) 
Guarantee on Demand;
(6) 
Guarantee on Loan Repayment;
(7) 
Guarantee on Private Sector Return;
(8) 
Government equity; and
(9) 
Contribution of assets, properties, and rights.
As an exception, items (2) and (9) above may be allowed if the government 
receives appropriate compensation, which shall in no way be lower than the 
value of the ROW related costs, assets, properties, and rights contributed. 
In the case of JV arrangements, items (8) and (9) may be allowed.
(c) Special Requirements -
(1) Within three (3) working days from receipt of the unsolicited 
proposal, the Implementing Agency shall inform the PPP Center in
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writing of such receipt and shall furnish it with a copy of the proposal. 
The Implementing Agency and the PPP Center shall likewise publicly 
disclose such receipt by posting information in their respective 
websites.
(2) 
An unsolicited proposal involving ROW acquisition of a property, 
whether owned or not owned by the Original Proponent, may be 
considered: Provided, That the submission includes a ROW and 
resettlement plan and such other documents that may be required in 
the IRR of this Act; Provided further, That in no case shall the 
Implementing Agency be obliged to make an advance payment for 
such ROW acquisition and related costs.
(3) 
Any change in control of the Original Proponent or composition of 
the consortium shall be allowed, subject to the rules set forth in the 
IRR of this Act: Provided, That the Private Proponent or consortium 
has equal or better qualifications.
(d) Treatment of More than One Unsolicited Proposal for the Same or Similar 
Project - In cases where the Implementing Agency receives more than one 
unsolicited proposal involving the same or similar project prior to acceptance 
of the proposal and granting of OPS, the Implementing Agency may choose 
among the submissions the best and most advantageous proposal for the 
government and the public, pursuant to the rules set forth in the IRR of this 
Act. The chosen proposal shall be accepted pursuant to subsection (g) of 
this Section and shall be subject to the approval process in Section 7 of this 
Act. Otherwise, the Implementing Agency may reject all such proposals, 
and/or bid out the project as a solicited proposal.
The Implementing Agency may seek the assistance of the PPP Center in the 
assessment, evaluation, and review of unsolicited proposals.
(e) Rejection of an Unsolicited Proposal - The Implementing Agency shall have 
the right to automatically reject the unsolicited proposal upon receipt 
thereof, or formally reject it after evaluation. If the Implementing Agency 
fails to act on an unsolicited proposal within ninety (90) calendar days upon 
receipt, the project proposal shall be deemed rejected, without prejudice to
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any liability that the erring or negligent officials or employees may Incur 
under existing laws.
(f) Conversion of an Unsolicited Proposal - The Implementing Agency may be 
allowed to convert an unsolicited proposal to a solicited proposal. If the 
Implementing Agency converts an unsolicited proposal to a solicited 
proposal, the Implementing Agency and the Private Proponent shall agree 
on the terms and conditions of such conversion: Provided, That the Private 
Proponent holds a valid OPS granted by the Implementing Agency and such 
terms and conditions are consistent with applicable laws, rules, and 
regulations.
Once an unsolicited proposal is converted to a solicited proposal, such 
proposal shall be subject to the approval process in Section 7 and the 
process for bidding as provided in Section 9 of this Act.
(g) Acceptance of an Unsolicited Proposal -The Implementing Agency shall have 
the right to set conditions and requirements on the project's structure, 
scope, and other relevant details, which the Private Proponent must comply 
with before its proposal can be accepted on a negotiated basis. If the 
Implementing Agency accepts such unsolicited proposal, it shall grant the 
Private Proponent who submitted the unsolicited proposal an OPS, which 
shall be valid for a period not exceeding six (6) months from the acceptance 
of the unsolicited proposal.
(h) Comparative Challenge - Once an unsolicited proposal is approved by the 
appropriate Approving Body, the unsolicited proposal shall be subjected to 
a comparative challenge. The Implementing Agency shall, within seven (7) 
calendar days upon approval by the Approving Body, publish an invitation 
for the submission of comparative proposals.
The comparative challenge shall be conducted, either manually or 
electronically, by the Implementing Agency within the period proposed by 
it and approved by the appropriate Approving Body, taking into 
consideration the nature and complexity of the PPP Project: Provided, That 
the period shall be reasonable, fair, and upholds competition; Provided 
further. That the period shall not exceed one (1) year.
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1
2 
Comparative proposals shall be evaluated using a bonus system. The bonus
3 
shall be in the form of a percentage which shall be applied to the financial
4 
proposal of the Original Proponent, and shall be as approved by the
5 
Approving Body: Provided, That such bonus shall not be lower than five
6 
percent (5%) and exceed ten percent (10%). Comparative proposals shall
7 
be evaluated after the challenge period.
8 
If the financial proposal of the top challenger is more advantageous to the
9 
government and/or public but is within the approved percentage of the
10 
financial proposal of the Original Proponent, the Original Proponent shall
11 
have the right to match such proposal within thirty (30) calendar days. If
12 
the Original Proponent matches the financial proposal of the top challenger,
13 
the PPP Project shall be awarded to the Original Proponent. Otherwise, the
14 
PPP Project shall be awarded to the top challenger.
15 
If the financial proposal of the top challenger is more advantageous to the
16 
government and/or public and is beyond the approved percentage of the
17 
financial proposal of the Original Proponent, the PPP Project shall be
18 
awarded to the top challenger.
19 
If no other proposal is received after the challenge period, the PPP Project
20 
shall be awarded to the Original Proponent.
21 
All PPP contracts shall require a period within which financial close shall be
22 
achieved by the Private Proponent. Failure to achieve financial close within
23 
such period shall be subject to penalties to be provided for in the signed
24 
contract: Provided, That such failure to achieve financial close is not due to
25 
the fault of the government.
26 
Sec. 11. Joint Ventures (JV). - Joint Ventures are contractual arrangement
27 
whereby both the Implementing Agency performing a proprietary function, excluding
28 
regulatory bodies, and the Private Proponent contribute to pool resources comprising
29 
of capital, services, or assets (including equipment, land, or intellectual property) to
30 
jointly undertake a specific and time-bound investment activity. The investment
31 
activity shall be for the purpose of accomplishing a specific goal with the end view of
32 
facilitating private sector initiative in a particular industry or sector. Each party shall
17


1 
have the right to direct and govern the policies in connection therewith, with the
2 
intention to share both profits, risks and losses subject to agreement by the parties.
3 
A JV may be undertaken through a contract or by creating a JV company: Provided,
4 
That the following shall be observed:
5 
(a) The formation of a JV company shall be in accordance with the legal
6 
mandate of the Implementing Agency and provisions of the Revised
7 
Corporation Code of the Philippines and other applicable laws, rules, and
8 
regulations.
9 
(b)The equity contribution, which shall include contribution of assets,
10 
properties, and rights, and other allowable Government Undertakings
11 
and/or Subsidy, of the government in a JV arrangement shall in no case
12 
exceed fifty percent (50%) of the Project Cost in the case of a contractual
13 
JV, or fifty percent (50%) of the outstanding capital stock of the JV
14 
company, subject to applicable laws, rules, and regulations. All equity
15 
contribution of the government and the Private Proponent shall be subject
16 
to fair valuation.
17 
(c) The formation of the JV between the Implementing Agency and Private
18 
Proponent shall not prevent the parties from entering into other JV
19 
agreements and/or from profitably entering into other business ventures or
20 
markets: Provided, That such other ventures shall not compete with the JV
21 
between the parties.
22 
(d)The cost of producing the particular product, conducting the activity, or
23 
performance of service shall be efficient or potentially efficient towards
24 
earning potential profits for the Implementing Agency and the Private
25 
Proponent.
26 
(e)The interests of the Implementing Agency and Private Proponent in and to
27 
any profits, losses, assets acquired, constructed, and otherwise derived in
28 
connection with the JV shall be proportionate to their respective
29 
contributions to the JV: Provided, That the Implementing Agency's share in
30 
any profits shall not be less than the proportion of its contribution to the JV.
31 
(f) The parties may agree to a higher percentage of profit or lower percentage
32 
of losses for the government as compared to the actual percentage of


1 
government contribution in the JV. The Implementing Agency may also
2 
accept any other more favorable terms as may be agreed upon with the
3 
Private Proponent in the JV agreement.
4 
(q) At the end of the JV agreement, all properties covered by such agreement
5 
shall revert to the Implementing Agency. In cases where the government
6 
deems that divestment from the JV is in the best interest of the public, JV
7 
agreements may allow the private sector to take over the undertaking of
8 
the projects in its entirety. Such takeover shall be subject to the approval
9 
of the Privatization Council and in accordance with the requirements and
10 
procedure provided for in Executive Order No. 323, "Constituting the
11 
Privatization Council", series of 2000.
12 
(h) All JV agreements, whether through a contractual JV or a JV company, shall
13 
be approved by the appropriate Approving Body pursuant to Section 7 of
14 
this Act. Furthermore, the selection process for a solicited and an unsolicited
15 
JV shall be in accordance with Sections 9 and 10 of this Act.
16 
All other rules provided under this Act, such as on regulation of tolls, fares,
17 
fees, rentals and other charges, divestiture/divestment, variation,
18 
expansion, or extension of a JV, project monitoring and supervision, shall
19 
be applicable to all JV arrangements.
20 
(i) Formation of JV between the Implementing Agency and Private Proponent
21 
shall not change the nature or alter the mandate of the Implementing
22 
Agency entering into such JV. The Implementing Agency's governmental
23 
responsibility shall not be diminished and shall not be a reason to avoid
24 
compliance/coverage of existing laws, rules, or regulations. A JV shall not
25 
serve as a vehicle to create new GOCCs.
26 
Sec. 12. Protest Mechanism. - In all stages of the procurement process, the
27 
protest mechanism for national and local PPP Projects shall be provided in the IRR of
28 
this Act: Provided, That such protests shall be resolved in the most expeditious manner
29 
which shall not exceed forty-five (45) calendar days.
30 
Unless otherwise provided in this Act, in no case shall a motion for
31 
reconsideration or an appeal from any decision by the PBAC, Flead of Implementing
32 
Agency, or Department Secretary stay or delay the bidding process. No award shall


1 
however be made until a decision on any pending appeal is rendered, or deemed
2 
denied.
3 
Sec. 13. Issuance of Franchise and Regulation of Toils, Fares, Fees, Rentals,
4 
and Other Charges. - Subject to the provisions of the Constitution and other existing
5 
laws, rules and regulations, once a PPP contract is executed by the Private Proponent
6 
and the Implementing Agency, a presumption arises that the public interest will be
7 
served by the implementation of the PPP Project covered thereby, and immediately
8 
upon application by the Private Proponent, the regulator shall automatically grant in
9 
favor of the Private Proponent a franchise to operate the facility and collect the tolls,
10 
fares, fees, rentals, and other charges stipulated under the PPP contract.
11 
The collection of tolls, fares, fees, rentals, and other charges in PPP Projects
12 
undertaken through this Act shall be regulated in accordance with the principles of
13 
fairness, transparency, predictability, and protecting public interest. The initial tolls,
14 
fares, fees, rentals, and other charges and adjustments thereof shall be subject to the
15 
approval of the appropriate regulator prior to the bidding of the project and shall be
16 
included in the draft contract that will be circulated to all bidders prior to the bid
17 
submission date to be set by the Implementing Agency: Provided, That if the regulator
18 
does not render a decision on the initial tolls, fares, fees, rentals, and other charges
19 
and adjustments thereof within a period of sixty (60) calendar days from its receipt of
20 
the proposed initial tolls, fares, fees, rentals, and other charges and adjustments
21 
thereof, and the proposed parameters, terms, and conditions of the project, the initial
22 
tolls, fares, fees, rentals, and other charges and adjustments thereof shall be deemed
23 
approved by the regulator.
24 
The regulator shall uphold the approved initial tolls, fares, fees, rentals, and
25 
other charges and adjustments thereof during the implementation of the PPP Project.
26 
The regulator may review such adjustments in cases of extraordinary circumstances
27 
as defined in the PPP contract, or periodically, when stipulated in the PPP contract.
28 
In cases where the Implementing Agency fails to implement the initial tolls,
29 
fares, fees, rentals, and other charges and adjustments thereof as stipulated in the
30 
PPP contract, the Private Proponent shall be allowed to recover the difference through
31 
measures consistent with the PPP contract and applicable laws, rules, and regulations.
32
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1 
In the absence of an appropriate regulator, the initial tolls, fares, fees, rentals,
2 
and other charges and adjustments thereof shall be approved by the Approving Body.
3 
The Implementing Agency and the PPP Center shall post in their respective
4 
websites the approved initial tolls, fares, fees, rentals, and other charges and
5 
adjustments thereof In a PPP Project.
6 
Sec. 14. Mandatory Inclusion of Dispute Avoidance and Alternative Dispute
7 
Resoiution Mechanisms in PPP Contracts. - All PPP contracts shall include provisions
8 
on the use of dispute avoidance and Alternative Dispute Resolution (ADR)
9 
mechanisms. The contracting parties shall be given complete freedom to choose which
10 
ADR mechanisms and venue shall govern their dispute, as well as the rules or
11 
procedures to be followed involving the same.
12 
Sec. 15. Adoption of Contract Management and Risk Mitigation Pians in PPP
13 
Projects. - In order to manage the fiscal risks arising from PPP Projects, strengthen
14 
the credibility of the PPP program and Projects among the private sector, and to
15 
ensure the timely compliance with the contractual obligations of Implementing
16 
Agencies, PPP Projects undertaken through this Act shall require the adoption of
17 
contract management and risk mitigation plans. Such plans shall include the agreed
18 
project execution plan, all risks assumed by the government under the contract, risks
19 
assumed by the Implementing Agency, risk mitigating measures, estimated costs to
20 
be incurred, target timeline to have each measure in place, and the appropriate action
21 
plan by the Implementing Agency to manage each type of risk. All plans shall be kept
22 
up-to-date and be submitted to the PPP Center for monitoring.
23 
Sec. 16. Project Supervision and Monitoring. - Every PPP Project shall be
24 
implemented in accordance with the project terms as approved by the appropriate
25 
Approving Body, as well as the signed PPP contract. The coverage of the project terms
26 
and the minimum required provisions in a PPP contract shall be set forth in the IRR of
27 
this Act. The Implementing Agency shall be entitled to exercise sufficient powers of
28 
supervision, monitoring, and control over the implementation of each PPP contract it
29 
has entered into.
30 
(a) Supervision - The Implementing Agency shall be responsible for the overall
31 
supervision of the PPP Project and for submission of periodic monitoring
21


1 
reports, executed under oath, to the appropriate oversight agencies. The
2 
details and procedures shall be set forth in the IRR of this Act.
3 
(b) Monitoring - The PPP Governing Board shall set the framework for
4 
monitoring the compliance of the parties to PPP contracts, report the
5 
progress of PPP projects and their expected benefits and outcomes, and
6 
determine the appropriate penalties for the non-compliance of parties to the
7 
set reportorial requirements.
8 
The PPP Center shall be responsible for the coordination and monitoring of
9 
PPP Projects. For this purpose, the Implementing Agency shall submit to the
10 
PPP Center all executed PPP contracts, information on the status of projects
11 
implemented by, as well as copies of all unsolicited proposals and related
12 
documents received by, the Implementing Agency, and loan or financing
13 
documents of the Private Proponent for the PPP Project. At the end of every
14 
calendar year, the PPP Center shall submit a report to the President of the
15 
Philippines and to Congress, particularly to the Senate President and the
16 
Speaker of the House of Representatives, and the Chairpersons of the
17 
Committee on Public Works, on the progress of all PPP Projects.
18 
Sec. 17. Investment Incentives. - PPP Projects undertaken through this Act
19 
shall be entitled to various incentives under applicable laws and existing policies of the
20 
government.
21 
Sec. 18. Investment Recovery Scheme. - In undertaking PPP Projects, the
22 
Private Proponent shall be allowed to recover its investments and earn reasonable
23 
profit through any of the following schemes or a combination thereof:
24 
(a) Revenue-based is a scheme where the Private Proponent is authorized to
25 
charge and collect, in whole or in part, from the public reasonable tolls,
26 
fares, fees, rentals, and other charges subject to appropriate regulation in
27 
accordance with Section 19 of this Act. Where applicable, the Private
28 
Proponent may likewise be repaid in the form of a share in the revenue of
29 
the project; and
30 
(b) Availability-based is a scheme where the Implementing Agency commits to
31 
make predetermined payments, which do not take the form of charges paid
32 
by the users of the works or of the service, but of regular payments by the
22


1 
Implementing Agency in exchange of delivering an asset or service in
2 
accordance with the contract.
3 
Other non-monetary payments, such as commercial development rights, or the
4 
grant of a portion or percentage of the reclaimed land, subject to the constitutional
5 
requirements on land ownership, may also be allowed to supplement the foregoing
6 
schemes: Provided, That such non-monetary payments shall be subject to fair
7 
valuation.
8 
The framework and mechanism in determining the allowable return of the
9 
Private Proponent on a PPP Project, as applicable, shall be prescribed in the IRR of
10 
this Act.
11 
Sec. 19. Variation, Expansion, or Extension of an Existing PPP Project - A
12 
contract variation or extension, or an expansion or extension of an existing PPP Project
13 
may be approved by the Head of the Implementing Agency: Provided, That:
14 
(a) There is no increase in the agreed tolls, fares, fees, rentals, and other charges
15 
or a decrease In the Implementing Agency's revenue or profit share derived
16 
from the project, except as may be allowed under a formula approved by the
17 
relevant regulator or Approving Body, as the case may be.
18 
(b) There is no decrease in the performance standards, or change In the
19 
contractual arrangement or extension in the contract term; or
20 
(c) There is no additional Government Undertaking, or increase in the financial
21 
exposure of the government under the project.
22 
Upon due diligence and recommendation of the Head of the Implementing
23 
Agency, contract variations not covered by the above shall undergo approval by the
24 
Approving Body in terms of the impacts on Government Undertakings, performance
25 
standards, and service charges.
26 
The Approving Body may set, as part of the approval of the project, a cap on
27 
the allowable variation for items (b) and (c) herein during the entire contract.
28 
In case of contract variation, any extension of the contract term shall not be a
29 
substitute to compensate the Private Proponent without the written approval of the
30 
Approving Body. In the case of any government-approved variation, the performance
31 
security shall be proportionately increased.
23


1 
Failure to secure clearance or approval of the Head of the Implementing
2 
Agency, as provided in this Section, shall render the contract variation void. No
3 
variation shall be implemented before the variation is approved.
4 
The provisions of this Section shall also apply prospectively to all existing
5 
franchises and concessions granted for the financing, construction, operation, and
6 
maintenance of infrastructure facilities under previous laws and decrees.
7 
Application for contract variation or extension, or expansion or extension of an
8 
existing PPP Project shall not impair the substantive rights of the Private Proponent,
9 
and shall be governed by existing laws, decrees, orders, rules and regulations at the
10 
time of application.
11 
Sec. 20. Divestment - Subject to the approval of the Head of the Implementing
12 
Agency, a Private Proponent may divest its ownership, rights, or interest in a PPP
13 
Project: Provided, That the divestiture shall be after a holding or lock-in period as
14 
indicated in the PPP contract: Provided further. That the new Private Proponent has
15 
equal or better qualifications as with the previous Private Proponent.
16 
The Implementing Agency may divest its ownership, rights, or interest in a
17 
project: Provided, that projects which involve full or partial divestment or transfer of
18 
ownership of government assets or properties shall be subject to approval of the
19 
appropriate Approving Body and applicable laws, decrees, orders, rules and
20 
regulations.
21 
Sec. 21. Contract Termination. - All PPP contracts shall define all events that
22 
may lead to its termination, including but not limited to, either party event of default,
23 
force majeure and other no-fault termination events, and other termination events, as
24 
may be agreed upon by the parties to the PPP contract.
25 
For such events that may lead to contract termination, the contract shall
26 
provide remedies, curing periods, lender step-in rights, and written notice
27 
requirements agreed upon by both parties. The contract shall likewise provide that
28 
termination shall take place only upon failure to remedy or cure the default in
29 
accordance with the contract.
30 
For avoidance of doubt, the PPP Project shall not be terminated for an event of
31 
default without exhausting the corresponding remedy or curing period.
24


1 
If a PPP contract is revoked, cancelled, or terminated prior to its completion,
2 
either contracting party shall compensate the other party pursuant to terms as defined
3 
in the PPP contract. The determination of the amount of compensation shall be in
4 
accordance with guidelines to be issued by the PPP Governing Board.
5 
Sec. 22. Wind-up and Transfer Measures. - All PPP contracts shall provide for
6 
wind-up and transfer measures. Such provision shall include, among others, the
7 
following:
8 
(a) Mechanisms and procedures for the transfer of assets to the Implementing
9 
Agency, as may be applicable;
10 
(b)The transfer of technology required for the operation of the PPP Project,
11 
subject to limitations under existing laws, rules and regulations;
12 
(c) The training of the personnel of the Implementing Agency or of a successor
13 
in the operation and maintenance of the PPP Project;
14 
(d)The provision, by the Private Proponent, of a warranty that the PPP Project
15 
meets the project technical specifications, agreed system features, and
16 
performance standards and services for a certain period as may be defined
17 
in the IRR of this Act after the transfer of the PPP Project to the
18 
Implementing Agency; and
19 
(e)In case of JV arrangements, the compensation to which the Private
20 
Proponent may be entitled in case of buy-out and transfer of assets to the
21 
Implementing Agency.
22 
Sec. 23. Prohibition on the Issuance of Temporary Restraining Orders,
23 
Preiiminary Injunctions, Preliminary Mandatory Injunctions, and Simiiar Provisionai
24 
Remedies. - No temporary restraining order, preliminary injunction, preliminary
25 
mandatory injunction, temporary environmental protection order, or similar temporary
26 
or provisional reliefs or remedies, shall be issued by any court, except the Supreme
27 
Court, against any Implementing Agency or the PPP Center, its officials or employees,
28 
or any person or entity, whether public or private acting under the government
29 
direction, to restrain, prohibit, or compel the following acts:
30 
(a) Bidding, rebidding, or declaration of failure of bidding of any PPP Project;
31 
(b) Awarding of any PPP contract;
25


1 
(c) Acquisition, clearance, development of the right-of-way, site or location of
2 
any PPP Project;
3 
(d) Construction, operation and maintenance of any PPP Project;
4 
(e) Commencement, execution, implementation, termination or rescission of
5 
any PPP contract; and
6 
(f) Undertaking or authorization of any other lawful activity necessary for such
7 
PPP Project or contract.
8 
This prohibition shall apply In all cases, disputes or controversies instituted by
9 
any person, including, cases filed by bidders or those claiming to have rights through
10 
such bidders. This prohibition shall not apply when the matter is of extreme urgency
11 
involving a constitutional issue, such that unless a temporary restraining order is
12 
issued, grave injustice and irreparable injury will arise. The applicant shall file a bond,
13 
in an amount to be fixed by the court. The bond shall accrue in favor of the
14 
government if the court should finally decide that the applicant was not entitled to the
15 
relief sought.
16 
In addition to any civil and criminal liabilities a judge may incur under existing
17 
laws, any judge who shall issue a temporary restraining order, preliminary injunction
18 
or preliminary mandatory injunction, temporary environmental protection order, or
19 
similar temporary or provisional reliefs or remedies in violation of this Section, shall
20 
suffer the penalty of suspension of at least sixty (60) calendar days without pay.
21 
Any temporary restraining order, preliminary injunction, preliminary mandatory
22 
injunction, temporary environmental protection order, or similar temporary or
23 
provisional reliefs or remedies issued in violation of this Section is void and of no force
24 
and effect.
25 
Sec. 24. PPP Center. - To achieve the goals of this Act, the PPP Center created
26 
under Executive Order No. 8, series of 2010, as amended by Executive Order No. 136,
27 
series of 2013, is hereby institutionalized. It is hereby authorized to adopt its current
28 
organizational structure, absorb its existing employees, and upgrade its human
29 
resource component, as may be necessary, subject to applicable laws, rules, and
30 
regulations.
31 
In order to work towards a more efficient and effective performance of its
32 
mandate, the PPP Center shall have the following powers and functions:
26


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7
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12
13
14
15
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23
24
25
26
27
28
29
30
31
(a) Assist Implementing Agencies in identifying, prioritizing, developing, and 
maintaining a pipeline of PPP Projects;
(b) Provide project advisory services and technical assistance to Implementing 
Agencies, Approving Bodies, and other oversight agencies in all PPP-related 
matters, and act as a procurement agent upon the request of the 
Implementing Agency;
(c) Facilitate the appraisal and approval of PPP Projects by the NEDA Board and 
the NEDA Board - ICC;
(d) Develop the capacities of Implementing Agencies, Approving Bodies, PPP 
units referred to in Section 28 of this Act, and other relevant stakeholders 
on PPPs;
(e) Manage and administer the Project Development and Monitoring Facility 
(PDMF) as provided in Section 26 of this Act;
(f) Recommend plans, policies, and implementation guidelines related to PPP, 
in consultation with appropriate oversight committees or agencies. 
Implementing Agencies, private sector, and other relevant stakeholders;
(g) Ensure sustainability of the implemented PPP program and projects through 
monitoring, documenting, and sharing the lessons learned and best 
practices to Implementing Agencies, Approving Bodies, oversight 
committees or agencies, and other relevant stakeholders;
(h) Provide regular monitoring and status reports on the implementation of all 
PPP programs and projects entered into by Implementing Agencies, 
including potential public interest concerns and violations of the PPP Act, to 
the Office of the President, the Congress of the Philippines, relevant 
oversight committees and agencies, and publish the same in the official 
website of the PPP Center unless otherwise prohibited by existing laws, 
rules, and regulations;
(I) Promote and market PPP programs and projects, in collaboration with other 
government investment promotion agencies;
(j) Review PPP contracts pursuant to the IRR of this Act;
(k) Issue non-policy matter opinions relating to PPPs;
27


1 
(I) Draft policy matter opinions for approval by the PPP Governing Board in
2 
response to requests by government agencies and private entities;
3 
(m) Serve as the central repository of all PPP Project documents, including
4 
all executed PPP contracts and any subsequent amendment or supplement
5 
thereto, including settlement agreements, entered into by Implementing
6 
Agencies;
7 
(n) Act as Secretariat to the PDMF Committee and the PPP Governing Board;
8 
(o) Perform such other functions as may be necessary to achieve the objectives
9 
and purposes of this Act.
10 
The PPP Center may receive contributions, grants, and/or other funds from,
11 
among others, government agencies and corporations, LCDs, local and foreign donors,
12 
development partners, and private sector/institutions subject to applicable laws, rules
13 
and regulations.
14 
The PPP Center shall report directly to the PPP Governing Board and shall be
15 
attached to the NEDA for purposes of policy and program coordination.
16 
The PPP Center shall be headed by an Executive Director with the rank
17 
equivalent to an Undersecretary, who shall be appointed by and co-terminus with the
18 
President of the Philippines. The Executive Director shall perform the following
19 
functions:
20 
(a) Undertake the day-to-day management and supervise the operations of the
21 
PPP Center;
22 
(b) Recommend to the PPP Governing Board such policies and measures which
23 
are deemed necessary for the effective exercise and discharge of the powers
24 
and functions of the PPP Center;
25 
(c) Sit as a member of the PPP Governing Board, INFRACOM - Technical Board,
26 
and NEDA Board - ICC - Technical Board, and other inter-agency bodies in
27 
cases where PPPs are concerned; and
28 
(d) Perform such other functions as may be assigned by the PPP Governing
29 
Board
30 
Sec. 25. PPP Governing Board. - The PPP Governing Board, created under
31 
Executive Order No. 136, series of 2013, and hereinafter referred to as the Board, is
32 
hereby institutionalized. It shall be the overall policy-making body for all PPP-related
28


1 
matters, including the PDMF. It shall be responsible for setting the strategic direction
2 
of PPP programs and projects and in creating an enabling policy and institutional
3 
environment for PPP.
4 
The Board shall be composed of the following:
5 
(a) The Secretary of Socioeconomic Planning as Chairperson;
6 
(b) The Secretary of Finance as Vice-Chairperson;
7 
(c) The Secretary of Budget and Management;
8 
(d) The Secretary of Justice;
9 
(e) The Secretary of Trade and Industry;
10 
(f) The Secretary of the Interior and Local Government;
11 
(9) The Secretary of Environment and Natural Resources;
12 
(h) The Executive Secretary;
13 
(i) The Executive Director of the PPP Center; and
14 
(j) One (1) private sector representative from the infrastructure sector to be
15 
appointed by the PPP Governing Board.
16 
The principal members of the Board may designate their respective alternates,
17 
who shall in no case be lower than Assistant Secretary, and whose acts shall be
18 
considered the acts of their principals.
19 
The presence of the Chairperson and five (5) other members of the Board shall
20 
constitute a quorum and a majority vote of the members present shall be necessary
21 
for the adoption of any issuance, order, resolution, decision, or other act of the Board
22 
in the exercise of its functions. The Board shall act as a collegial body.
23 
All issuances, orders, resolutions, decision, or other acts of the Board shall be
24 
binding, unless otherwise stated by the Board.
25 
Sec. 26. Project Development and Monitoring Facility (PDMF). - The Project
26 
Development and Monitoring Facility (PDMF) referred to under EO No. 8, series of
27 
2010, as amended by EO No. 136, series of 2013, is hereby institutionalized. The
28 
PDMF shall be used for the procurement of advisory and support services related to
29 
the preparation, structuring, evaluation, procurement, probity management, financial
30 
close, and monitoring of implementation of PPP Projects.
31 
The PDMF may be funded through the general appropriations act, official
32 
development assistance, or other sources, subject to applicable laws, rules, and
29


1 
regulations. Subject to the provisions of the General Appropriations Act and relevant
2 
accounting and auditing rules and regulations, Implementing Agencies are hereby
3 
authorized to reallocate funds their funds for purposes of the PDMF.
4 
The PDMF shall continue to be managed and administered by the PPP Center
5 
as a revolving fund. In order to sustain the PDMF, the PPP Center may recover
6 
amounts disbursed and receive fees in accordance with the guidelines to be approved
7 
by the PPP Governing Board. Such amount shall be retained and authorized to be used
8 
by the PPP Center for the purposes indicated herein.
9 
The PDMF Committee is hereby institutionalized which shall approve
10 
applications for PDMF support submitted by the Implementing Agencies.
11 
The PDMF Committee shall be composed of one (1) representative, who shall
12 
in no case be lower than Assistant Secretary, from the following agencies: NEDA as
13 
Chairperson, DOF as Vice Chairperson, DBM, and PPP Center. The PPP Center shall
14 
continue to serve as the Secretariat for the PDMF Committee.
15 
Subject to approval of the PPP Governing Board, the PDMF Committee shall
16 
also formulate, prescribe, and recommend policies, procedures, and guidelines for the
17 
use of PDMF and recovery of costs charged to the fund.
18 
Sec. 27. Creation of a Risk Management Fund. - To ensure fiscal sustainability
19 
and negotiate better financing terms of PPP Projects, there is hereby created a PPP
20 
Risk Management Fund to be used for the payment of contingent liabilities arising
21 
from PPPs in accordance with its contract terms. The PPP Risk Management Fund shall
22 
be part of the Unprogrammed Appropriations of the annual budget.
23 
The target amount in the PPP Risk Management Fund is to be determined by the
24 
Development Budget Coordination Committee (DBCC) using risk-adjusted methods or
25 
such other means that estimate the exposure of the Government of the Philippines to
26 
PPP contingent liabilities.
27 
To monitor such government obligations on liabilities that have materialized
28 
and other unforeseen risks that may arise from PPP Projects; and to develop the
29 
guidelines to access the PPP Risk Management Fund, the inter-agency technical
30 
working group created under DBCC Resolution No. 2015-2, is hereby institutionalized.
31 
The procedures and mechanisms in managing the PPP Risk Management Fund
32 
shall be prescribed in the IRR of this Act.
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1 
In the case of Local PPP Projects, a similar PPP Risk Management Fund may be
2 
established by the LGU. The details pertaining to maintaining and administering such
3 
fund shall be provided in the IRR of this Act. Sources of the fund may include the
4 
budget of the LGU and the income of the LGU from PPP Projects.
5 
Sec. 28. Establishment of a PPP Unit. - The Head of the Implementing Agency
6 
may establish a PPP unit, an ad hoc body, or assign responsibility to an appropriate
7 
unit to act as its PPP unit, which shall plan, oversee, and monitor PPP Projects of the
8 
Implementing Agency.
9 
Such unit shall be headed by a senior official and include as members, among
10 
others, technical, finance, and legal personnel who are knowledgeable on PPPs.
11 
Such unit shall provide reports to the Head of the Implementing Agency and
12 
the PPP Center and shall comply with other reporting and monitoring processes and
13 
procedures as may be required by the PPP Center, consistent with this Act.
14 
Furthermore, the PPP Center shall provide such unit technical assistance and capacity
15 
development necessary for the performance of its roles and functions.
16 
Sec. 29. Safekeeping and Public Disclosure of Contracts. - Copies of all PPP
17 
contracts executed under this Act shall be considered and appropriately kept safe and
18 
preserved as public documents. The Implementing Agency and the PPP Center shall
19 
publicly make available copies of PPP contracts through their respective websites,
20 
unless otherwise prohibited by existing laws, rules and regulations and those
21 
provisions in the contract which are proprietary, or may pose threats to national
22 
security or public safety, the procedures for the disclosure of such shall be consistent
23 
with applicable policies, laws, decrees, orders, rules and regulations.
24 
Sec. 30. Miscellaneous Provisions. -
25 
(a) Independent Consultants - An independent consultant, either individuals,
26 
partnerships, or corporations, shall be procured by the Implementing
27 
Agency to provide independent advice to the Implementing Agency and
28 
Private Proponent or its Contractor for the design and construction of the
29 
PPP Project, and monitoring of the performance of the contracting parties
30 
during such phases of the PPP Project. As may be necessary, an
31 
independent consultant may also be procured during the operations and
32 
maintenance phase of the PPP Project.
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Costs of procurement of an independent consultant shall be borne equally 
by the Implementing Agency and the Private Proponent. Such costs borne 
by the Implementing Agency shall not be considered as a Subsidy.
(b) Conflict of Interest - All relevant parties shall, at all times, avoid conflicts of 
interest in the interpretation and implementation of this Act. Conflict of 
interest, as defined in Republic Act No. 6713 or the Code of Conduct and 
Ethical Standards for Public Officials and Employees, which refers to any act 
or omission tending to oppose or disrupt the faithful performance of one's 
duty or mandate, shall include personal, pecuniary, and regulatory conflicts 
of interests.
No Implementing Agency shall implement a PPP Project that it regulates: 
Provided, That any regulatory agency or body which shall implement a PPP 
Project pursuant to its mandate shall adopt a conflict mitigation and 
management plan.
In case a conflict of interest arises for any public officer or employee, the 
concerned parties shall inhibit themselves from the performance of their 
duties in connection to the project. In the case of a PBAC member with a 
conflict of interest, the concerned member shall resign from their position 
as PBAC member within thirty (30) calendar days from the time such conflict 
arises.
(c) Confidentiality of Information - Confidential business information submitted 
by entities, whether public or private, relevant to any activity being 
conducted pursuant to this Act as well as any deliberation in relation thereto, 
shall not, in any manner, be directly or indirectly disclosed, published, 
transferred, copies, or disseminated: Provided, That the confidentiality rule 
shall not apply if the entity consents to the disclosure, or the document or 
information is mandatorily required to be disclosed by law or by a valid order 
of a court of competent jurisdiction or of a government or regulatory 
agency.
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(d) Alternative Sources of Financing - In addition to Private Proponent equity 
and debt, alternative financial instruments such as Green Financing, 
corporate or project bonds and securities, and other forms of capital market 
financing may be allowed for PPP Projects, subject to the approval of 
relevant regulatory bodies for such instruments under existing laws, rules, 
and regulations.
(e) Mitigation of Interconnectivity and Interface Risks - All PPP Projects which 
will interconnect or interface with a local or national facility, shall be required 
to submit a Memorandum of Agreement (MOA) containing an 
interconnection/interface plan agreed upon by all relevant parties. For 
National PPP Projects, said MOA shall be submitted to the NEDA Board - 
ICC; while for Local PPP Projects, said MOA shall be submitted to the 
appropriate Approving Body.
(f) Private Legal and Medical Assistance - Ail the PBAC members and other 
public officials providing services to the PBAC shall be authorized to engage 
the services of private lawyers, or shall be provided with free legal 
assistance, where a civil, criminal, or administrative action is filed against 
them by reason of the performance of their official functions or duties, 
unless they are finally adjudged in such action or proceeding to be liable for 
gross negligence or misconduct or grave abuse of discretion. The PBAC 
members shall also be entitled to medical assistance for injuries incurred in 
the performance of their functions.
(g) Preferential Use of Filipino Labor, Domestic Materials, and Locally Produced 
Goods - For the implementation of infrastructure projects under this Act, 
Contractors or Facility Operators shall, as far as practicable, use Filipino 
labor, domestic materials, and locally produced goods in different phases of 
implementation.
(h) Land Value Capture Strategies - PPP Project design shall consider adopting 
land value capture strategies to optimize the financial and economic value 
of the PPP Project.
33


1 
Sec. 31. Accountability in PPP Projects. - The Head of the Implementing Agency
2 
concerned shall at all times be accountable to PPP Projects undertaken through this
3 
Act. The Private Proponent shall likewise be held accountable for the works It has
4 
delivered and services it has rendered for a PPP Project. All PPP contracts are hereby
5 
required to clearly define the scope of each party's accountability under the PPP
6 
contract.
7 
PPP Projects awarded under this Act shall be subject to the Government
8 
Auditing Code of the Philippines and the 2009 Revised Rules of Procedures of the
9 
Commission on Audit and any amendments thereto. The COA, in consultation and
10 
coordination with the PPP Center, shall adopt and promulgate the necessary
11 
framework and guidelines on accounting and auditing PPP Projects, respectively.
12 
Sec. 32. Administrative, Civil, and Pena! Sanction. - Any person, whether
13 
private individual or public officer or employee, who commits any of the prohibited
14 
acts hereunder proscribed, shall be punished by imprisonment from a minimum of
15 
three (3) years to a maximum of six (6) years.
16 
The following acts shall be prohibited:
17 
(a) Downgrading the category of the Project Cost for purposes of evading the
18 
required approvals under this Act;
19 
(b) Representation that the Private Proponent has the necessary capitalization
20 
to commence, complete, and implement the PPP Project when the same is
21 
false in material respects;
22 
(c) Falsification or insertion of certain provisions in the execution copy of the
23 
contract which are materially and substantially different from the approved
24 
final draft contract;
25 
(d) Any violation of Sections 7, 9, 10, 11, 12, 13, 16, 19, 20, 21, 30(b), and
26 
30(c) under this Act; and
27 
(e) A public officer or employee, whether in connivance with others or acting
28 
alone, negligently or by fraud commits a failure to ensure compliance with
29 
the project terms as approved by the Approving Body, and the signed PPP
30 
contract, by approving, issuing, or confirming any certification, required
31 
documents, or deliverables of the Private Proponent, which are non-
32 
compliant with existing rules, erroneous, not authentic, or fraudulent.
34


1 
In addition, such acts committed by the Private Proponent and its concerned
2 
officers shall cause the rescission of its contract for the said PPP Project without
3 
compensation, the termination of the contract, the lapse of any applicable warranty
4 
period, and the perpetual disqualification of the Private Proponent from participating
5 
in any bidding or other contractual arrangement for any government project. This is
6 
without prejudice to any other civil or administrative liability that erring officials or
7 
Private Proponents may incur.
8 
The liability of the public officer or employee or former public officer or
9 
employee for any violation of the prohibitions under this Act shall survive the
10 
retirement of said public officer or employee, and shall include the prohibition for the
11 
erring officer to hold public office, either as an elected, or an appointed government
12 
official on any local or national position, and to act as a consultant for the Philippine
13 
Government, the termination of the project contract, and the lapse of any applicable
14 
warranty period/s.
15 
Sec. 33. Joint Congressional Oversight Committee. - A Joint Congressional
16 
Oversight Committee is hereby created to oversee the implementation of this Act. The
17 
Committee shall be composed of five (5) members each from the Senate and House
18 
of Representatives to be designated by the Senate President and the Speaker of the
19 
House of Representatives, respectively. The Committee shall be jointly chaired by the
20 
respective Chairpersons of the House Committee on Public Works and Highways,
21 
the House Committee on Appropriations, the Senate Committee on Public Works,
22 
and the Senate Committee on Finance.
23 
Sec. 34. Implementing Rules and Regulations (IRR). - The IRR Committee shall
24 
be composed of the members of the PPP Governing Board, except for the private
25 
sector representative. The Secretary of Socioeconomic Planning shall serve as its
26 
Chairperson, and the PPP Center shall serve as its Secretariat.
27 
The principal members of the IRR Committee may designate their respective
28 
alternates, whose acts shall be considered the acts of their principals.
29 
Within sixty (60) working days from the effectivity of this Act, the IRR
30 
Committee shall, in consultation with the Department of Public Works and Highways,
31 
Department of Transportation, and other key Implementing Agencies, LGUs, and
35


1 
relevant stakeholders, issue the rules and regulations to implement the provisions of
2 
this Act.
3 
The IRR Committee may conduct, formulate, and prescribe, after due public
4 
hearing and publication, amendments to the IRR, consistent with the provisions of this
5 
Act. Amendments to the IRR shall take effect fifteen (15) calendar days after its
6 
complete publication in the Official Gazette or in a newspaper of general circulation.
7 
Sec. 35. Transitory Clause. - The provisions of this Act shall apply to all PPP
8 
Projects: Provided, That this Act shall not, in any manner, operate to impair vested
9 
rights already accruing to a party.
10 
New projects and proposed variations already submitted by the Implementing
11 
Agency for approval of the appropriate Approving Body, at the time of effectivity of
12 
this Act, shall be governed by the legal framework in effect at the time the new project
13 
or proposed variation was submitted to the appropriate Approving Body.
14 
Upon the effectivity of this Act, JVs and other contractual arrangements for toll
15 
road projects or toll facilities with a Private Proponent, including Supplemental Toll
16 
Operation Agreement (STOA) and other similar arrangements, pending final approval
17 
of the Toll Regulatory Board, shall be subject to the approval process under Section 7
18 
of this Act.
19 
All unexpended funds of the PPP Center at the end of the fiscal year, as well as
20 
unreleased appropriations, and undisbursed funds after the end of the validity period,
21 
shall revert to the National Treasury and shall not thereafter be available for
22 
expenditure, except by subsequent legislative enactment. The amount necessary to
23 
carry out the organizational changes of the PPP Center provided in this Act shall be
24 
determined by the PPP Governing Board. Appropriations for succeeding years shall be
25 
incorporated in its budget proposals, subject to the existing budgeting rules and
26 
regulations.
27 
All officials and employees of the PPP Center shall be retained and shall not
28 
suffer any loss of seniority or rank or decrease in emoluments
29 
Sec. 36. Separability Clause. - If any provision of this Act is declared
30 
unconstitutional or invalid, other parts or provisions hereof not affected thereby shall
31 
continue to be in full force and effect.
32 
Sec. 37. Repealing Clause. - The following are hereby repealed:
36


1 
(a) Republic Act No. 6957, as amended by Republic Act No. 7718 (An Act
2 
Authorizing the Financing, Construction, Operation and Maintenance of
3 
Infrastructure Projects by the Private Sector, and for other purposes);
4 
(b) Executive Order No. 8, s. 2010, as amended by Executive Order No. 136, s.
5 
2013 (Reorganizing and Renaming the Build-Operate-and-Transfer (BOT)
6 
Center to the Public-Private Partnership (PPP) Center of the Philippines and
7 
Transferring its Attachment from the Department of Trade and Industry to the
8 
National Economic and Development Authority and for other purposes);
9 
(c) Executive Order No. 78, s. 2012 (Mandating the Inclusion of Provisions on the
10 
Use of Alternative Dispute Resolution Mechanisms in Ail Contracts Involving
11 
Public-Private Partnership Projects, Build-Operate and Transfer Projects, Joint
12 
Venture Agreements Between the Government and Private Entities and those
13 
Entered into by Local Government Units);
14 
(d) Section 8 of Executive Order No. 423, s. 2005 (Repealing Executive Order No.
15 
109-A dated September 18, 2003 Prescribing the Rules and Procedures on the
16 
Review and Approval of All Government Contracts to Conform with Republic Act
17 
No. 9184, otherwise known as "The Government Procurement Reform Act");
18 
(e)2023 Revised Guidelines and Procedures for Entering into Joint Venture (JV)
19 
Agreements Between Government and Private Entities;
20 
(f) Section 3(a) of PD No. 1112, s. 1977 (Authorizing the Establishment of Toll
21 
Facilities on Public Improvements, Creating a Board for the Regulation Thereof
22 
and for other purposes);
23 
(g) Second paragraph of Section 1 and Section 2 of PD No. 1894, s. 1983
24 
(Amending the Franchise of the Philippine National Construction Corporation to
25 
Construct, Maintain and Operate Toll Facilities in the North Luzon and South
26 
Luzon Expressways to include the Metro Manila Expressway to serve as an
27 
Additional Artery In the Transportation of Trade and Commerce in the Metro
28 
Manila Area);
29 
(h) PPP codes or JV ordinances of LGUs; and
30 
(i) JV guidelines issued by GOCCs and other government agencies;
31
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1 
Presidential Decree No. 1113, s. 1977 (Granting the Construction and
2 
Development Corporation of the Philippines a Franchise to Operate, Construct and
3 
Maintain Toll Facilities in the North and South Luzon Toll Expressways and for other
4 
purposes) is also hereby repealed and declared to have expired thirty (30) years from
5 
May 1, 1977.
6 
All laws, decrees, orders, rules and regulations, and all other related national
7 
and GOCC issuances, and local PPP or JV codes and ordinances, or parts thereof
8 
inconsistent with or contrary to this Act are hereby repealed or amended accordingly
9 
Upon effectivity of this Act, no other JV guidelines, PPP guidelines, codes, or
10 
ordinances, whatsoever may be used by any government entity in entering into PPPs,
11 
except those that are issued in accordance with this Act and its IRR.
12 
Sec. 38. Effectivity. - This Act shall take effect fifteen (15) calendar days after
13 
its publication in the Official Gazette or in a newspaper of general circulation.
14
15 
Approved,
38