The Public-Private Partnership (PPP) Governing Board issued Resolution No. 2025-06-03, dated June 13, 2025, establishing mandatory guidelines for the review of draft contracts related to National PPP Projects. This Resolution provides specific guidance on the conduct of the contract review by various designated reviewing bodies within the strict timelines set by the PPP Code of the Philippines (Republic Act No. 11966) and its Implementing Rules and Regulations (IRR). The guidelines apply to all National PPP Projects, as well as to PPP Projects involving co-grantorship arrangements between a national and a local Implementing Agency (IA).
The PPP Code and its IRR mandate that an IA must submit the draft PPP Contract to specific reviewing bodies. For National PPP Projects, these bodies include the PPP Center, which reviews for compliance with the approved Parameters, Terms, and Conditions (PTCs); the appropriate statutory counsel/s (such as the Office of the Solicitor General (OSG), Office of the Government Corporate Counsel (OGCC), Department of Justice (DOJ), etc.), which review for compliance with all applicable laws and regulations; and the Department of Finance (DOF), which reviews provisions relating to national Government Undertakings or Availability Payments. The IRR sets two fifteen (15) calendar-day periods for review: one for the initial comments and a second for the final review and clearance.
To commence the initial contract review, the IA must submit a complete set of documents to the reviewing bodies within seven (7) calendar days from the release of the complete set of tender documents/comparative challenge documents to bidders or proponents. A complete submission requires the draft PPP Contract with all annexes, appendices, and schedules clearly labeled, the complete set of approved PTCs, and the Project Information Memorandum (including the project structure). Submissions must be made electronically via the Project Information Management System (PIMS) or, until PIMS is fully operational, via email to pims@ppp.gov.ph. Hard copies are not required for the determination of completeness.
The PPP Center is tasked with determining the completeness of the submission within three (3) calendar days of receipt. This three-calendar-day period for completeness determination is excluded from the fifteen-calendar-day review period. The fifteen-day review period begins upon the reviewing bodies' receipt of the PPP Center's notice of completeness and the documents for review. If the PPP Center fails to issue a notice of completeness or incompleteness within the three-day period, the submission is deemed complete, and the fifteen-day review period immediately commences upon the expiration of the three-day period.
During the initial review, the reviewing bodies conduct their assessment concurrently. A reviewing body may request a contract walkthrough through the PPP Center to aid in its review, or request a clarificatory meeting directly from the IA. Both the walkthrough and meeting recordings must be shared with all reviewing bodies and treated as confidential. On the fifteenth calendar day, each reviewing body must issue its report containing initial comments to the IA. If a reviewing body fails to submit comments or explicitly provides a "no comment" response, the IA is deemed cleared to proceed with incorporating the initial comments of the other reviewing bodies into the draft PPP Contract. A "no comment" feedback is treated as a "no objection" but does not preclude the reviewing body from submitting comments during the final review stage. If conflicting comments arise, the IA may request a discussion facilitated by the PPP Center, and if the conflict remains unresolved after discussion, the IA exercises sole discretion over the comments.
For the final contract review, the IA must submit the revised draft PPP Contract, highlighting all changes made after the initial review, along with a certification that these are the only changes. This submission must include the most recently approved PTCs and a document listing all comments from the initial review that were adopted, not adopted, or partially adopted, providing the rationale for non-adoption or partial adoption. This final submission must occur not later than sixty (60) calendar days before the date of bid submission. The final review stage also involves a fifteen (15) calendar-day period for the reviewing bodies to concurrently conduct their final review, commencing upon receipt of the completeness notice from the PPP Center.
On the fifteenth calendar day of the final review, the issuance of the reviewing body's final comments serves as its clearance of the draft PPP Contract for the consideration and approval of the Head of the IA. Failure by a reviewing body to issue final comments, or the issuance of a "no comment" feedback, means the body is deemed to have given its clearance for the draft contract. The clearance confirms compliance with the reviewing bodies' mandates but is not equivalent to legal approval or a substitute for other required government review processes. If conflicting comments persist at this final stage, the IA may request a discussion through the PPP Center within the first five (5) days of the ten-calendar-day period allotted for the Head of the IA to finalize and approve the contract; if conflicts remain, the IA has the authority to finalize and approve the contract.
In cases where changes to the draft PPP Contract's PTCs are approved, the IA must immediately notify all reviewing bodies and submit a complete set of documents reflecting the changes. The review process restarts, allowing the reviewing bodies a fifteen-calendar-day review period for the updated contract, depending on when the change occurs. The total contract review duration, even with changes, cannot exceed sixty (60) calendar days, and these review periods must not shorten the thirty (30) calendar-day "freeze period" prior to the bid submission date. To facilitate transparency in case of supplemental submissions due to incompleteness or changes, IAs are required to use specific templates for tracking versions and detailing rationale for comment adoption/non-adoption. PPP Contracts already undergoing initial or final review at the time of the Resolution's effectivity will continue to be processed under the prior rules.
