CONTRACT OF LEASE KNOW ALL MEN BY THESE PRESENTS: This Contract of Lease (the “Contract”) “Contract”) made and executed executed this of 2014 by and between:
day
of !e"a! a"e #i!i$ino Citi%en and with $osta! address at hereinafter
referred to as the “LESSOR;”
&and&
XXXXX a cor$oration du!y or"ani%ed and existin" under the !aws of the 'e$ub!ic of the hi!i$$ines with $rinci$a! address at hereinafter referred referred to as the “LESSEE.”
WITNESSETH: WHEREAS, the Lessor is the abso!ute and re"istered owner of a $arce! of !and with a!! the im$ro*ements thereon consistin" of a tota! !and area of s+uare meters ( s+,m,) more or !ess !ocated at co*ered by Transfer ransfe r Certi-cate Certi-cat e of Tit!e .o, issued issue d by the 'e"ister of /eeds of and Tax /ec!aration /ec!arati on .o, co$ies of which are hereto attached as nnexes “” “&1” res$ecti*e!y
WHEREAS, the L33' has a"reed to !ease unto the L33 and the L33 hereby a"rees to !ease a $ortion of the abo*e&described $ro$erty with a tota! area measurin" s+uare meters ( s+,m,) more or !ess and more $articu!ar!y described in the 3e"re"ation !an and Conce$tua! /rawin" hereto attached as nnexes “5” and “5&1” (the “Leased remises”) sub6ect to the terms and conditions set out in this Contract
$remises the L33' !eases NOW, THEREFORE in *iew of the fore"oin" $remises unto the L33 the Leased remises and the L33 hereby acce$ts the same under the fo!!owin" terms and conditions: 1, TERM AND for a $eriod of ten (10) (10) years u$on A ND RENT REN T. This Lease sha!! be for commencement of the construction of the te!ecommunication faci!ities faci!ities sub6ect to renewa! as set out in 3ection 11 be!ow, be!ow, L33 sha!! $ay the L33' the month!y renta! of #our Teen Teen Thousand (.T) 33 (14000,00) (14000,00) inc!usi*e of *a!ue added tax and inc!usi*e of withho!din" tax to be $aid +uarter!y on or before the tenth (10 th) day of the -rst month of the re!e*ant +uarter to commence u$on construction of te!ecommunications faci!ities and e+ui$ment on the Leased remises to which the rent corres$onds as fo!!ows: eriod Co*ered 9ear 9ear 1 9ear 9ear 2 9ear 9ear 9ear 9ear 4 9ear 9ear ; 9ear 9ear < 9ear 9ear = 9ear 9ear > 9ear 9ear ? 9ear 9ear 10
7onth!y 'enta!
8uarter!y 'enta!
The month!y renta! is inc!usi*e of any char"es fees and assessments re!ati*e to the L33@s use of the Leased remises, The /ocumentary 3tam$ Tax for $ur$oses of the execution of this contract sha!! be for the account of the L33', The L33 sha!! $ay the rent on a 8A'T'L9 basis for the Leased remises by de$ositin" the same to the L33'@s banB account as fo!!ows: 5anB .ame 5ranch: ccount .ame: 3a*in"s ccount .o,: 2, USE AND APPARATUS. L33 sha!! use and occu$y the Leased remises as the site of te!ecommunications faci!ities and e+ui$ment and may insta!! o$erate maintain add to re$air re$!ace and remo*e the said faci!ities and e+ui$ment inc!udin" the necessary u$"radin" thereof at such !ocations in the Leased remises as the L33 may determine, L33' re$resents and warrants that the Leased remises may !awfu!!y be used for such $ur$ose and sha!! a!!ow L33 or any of L33@s aD!iates subsidiaries $artners a"ents re$resentati*es andor third $arty contractors to co&!ocate or to insta!! either tem$orari!y or $ermanent!y anytime durin" the entire term of the !ease and without additiona! renta! costs: (a) additiona! antennas (b) cab!es within the Leased remises to interconnect the te!ecommunications faci!ities and e+ui$ment (c) $owerfeeder !ine (d) dry ce!! "enerator sets suDcient ca$acity andor other a!ternati*e bacB&u$ $ower source to assure continuous $ower su$$!y to the antenna and (e) other re+uisite te!ecommunications faci!ities and e+ui$ment the same bein" essentia! re+uirements of and for the L33@s business, L33' a"rees that a!! the faci!ities and e+ui$ment insta!!ed$!aced andor caused to be insta!!ed$!aced by L33 in the Leased remises sha!! at a!! times remain the exc!usi*e $ro$erty of the L33 andor its subsidiaries $artners a"ents or re$resentati*es and the L33 sha!! ha*e the ri"ht to remo*e it at any time, , CARE AND MAINTENANCE OF PREMISES. L33 sha!! at its own ex$ense and at a!! times maintain the Leased remises in "ood tenantab!e conditions and sha!! surrender the $ossession of the same at the ex$iration or termination of this Contract in the same condition u$on L33@s occu$ancy norma! wear and tear exce$ted, L33 sha!! be res$onsib!e for the remo*a! of a!! te!ecommunications e+ui$ment and accessories it has insta!!ed$!aced in the
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4, MAINTENANCE OF EQUIPMENT INSTALLED. L33' sha!! "rant the L33@s du!y authori%ed a"ents re$resentati*es and third $arty contractors access to the Leased remises Ehich inc!udes the site where te!ecommunications faci!ities and e+ui$ment are insta!!ed to $erform re$air maintenance andor insta!!ationu$"radin" worBs therein twenty four (24) hours a day se*en (=) days a weeB durin" the entire term of this Contract, ;, ACCESS AND RIGHT OF WAY. The L33' re$resents warrants and co*enants that the L33 sha!! ha*e ade+uate and uninterru$ted access to the Leased remises free of char"e as $art of the L33'@s ob!i"ations under this Contract, ccess on the Leased remises as abo*e&stated sha!! inc!ude the ri"ht&of& way identi-ed in the 3e"re"ation !an attached as nnex 5 hereto to be uti!i%ed for the insta!!ation of e!ectric $osts $i$es wires cab!es a$$urtenances $assa"e way for $ersonne! motor *ehic!es and other eFects as we!! as for e"ress and construction insta!!ation o$eration and
maintenance of the L33@s te!ecommunications faci!ities and e+ui$ment, #urther L33' hereby undertaBes and warrants that the identi-ed ri"ht& of&way does not in anyway encroach u$on the ad6acent $ro$erties owned by other $ersons or entities, Gn case the said ri"ht&of&way encroaches u$on the other ad6acent $ro$erties not owned by the L33' L33' sha!! be so!e!y !iab!e for any and a!! c!aims and char"es of the owners of the aFected ad6acent $ro$erties arisin" from such encroachment, #ai!ure of the L33' to $ro*ide ade+uate and uninterru$ted access to the Leased remises sha!! maBe the L33' so!e!y !iab!e to and at hisher own ex$ense to $ro*ide the L33 access or ri"ht&of&way e*en u$ to the extent of uti!i%in" the $ro$erties owned by other $erson or entities,
<, UTILITIES. !! a$$!ications and connections for necessary uti!ity ser*ices needed by the L33 on the Leased remises sha!! be made in the name of the L33 andor sub&!essee or co&!ocators, L33 andor its authori%ed re$resentati*e sha!! be !iab!e for uti!ity char"es it has incurred for the use of the Leased remises as they become due inc!udin" but not !imited to e!ectricity and "enset $ower char"es, Gf the L33 is not ab!e to a$$!y for or $rocess its own uti!ity ser*ices connection under its name the necessary uti!ity ser*ices sha!! be obtained from the common e!ectrica! andor other a$$!icab!e uti!ity connection insta!!ations andor the use of a "enset, Gn such a case the L33' sha!! a$$ortion the char"es for e!ectricity and other uti!ity ser*ices actua!!y consumed by the L33 in the Leased remises durin" any "i*en month and bi!! the same to the L33 on the -fth (; th) of the month which sha!! be $aid by the L33 within se*en (=) ca!endar days from its recei$t and *a!idation of the statement of account therefor, Howe*er the L33' sha!! not char"e the L33 any fee for the use of hisher faci!ities necessary for the uti!ity ser*icesconnections, =, ENTRY AND INSPECTION. L33 sha!! $ermit the L33' or the L33'@s du!y authori%ed a"ents and re$resentati*es to enter the Leased remises and ins$ect the same at reasonab!e hours of a business day and u$on $rior written notice for the $ur$ose of determinin" L33@s com$!iance of its ob!i"ations hereunder, >, ABATMENT OR REDUCTION OF RENT. 3hou!d L33 or its authori%ed sub!essee due to war ci*i! commotion -re earth+uaBe Iood act of Jod or any other cause beyond its contro! inc!udin" but not !imited to ex$ro$riation by the Jo*ernment be $re*ented from the en6oyment of th e Lease remises for the $ur$ose intended or be ob!i"ed to "i*e u$ $ossession thereof the ob!i"ation of the L33 to $ay the month!y renta! sha!! cease durin" the time that the Leased remises is not occu$ied by L33 or its authori%ed sub!essee, 3hou!d the occurrence of any of the fore"oin" e*ents render the Lease remises untenantab!e so as to eFecti*e!y $re*ent the L33 or its authori%ed sub!essee from further occu$yin" the same the L33 may terminate this Contract with immediate eFect without $ena!ty, ?, VENUE OF SUIT AND ATTORNEYS FEE. Gn case of suit arisin" from the Contract the *enue of the action sha!! be the $ro$er courts of on!y to the exc!usion of a!! other courts, Gf any !e"a! action arbitration suit or other $roceedin" is brou"ht by the L33 for the enforcement of this Contract or because of an a!!e"ed dis$ute breach or defau!t in connection with any of the $ro*isions of this Contract the L33 sha!! be entit!ed to reco*er an amount e+ui*a!ent to twenty -*e $ercent (2;K) of the amount c!aimed as and for attorney@s fees and !iti"ation ex$ense incurred in such action suit or $roceedin" in addition to any other re!ief to which it may be entit!ed,
10, NOTICES. ny notice which either $arty may or is re+uired to "i*e sha!! be made by mai! $osta"e $re$aid andor by $ersona! de!i*ery to the fo!!owin" addresses or at such other $!aces as maybe desi"nated in writin" from time to time by the $arties, .otice to the L33' sha!! be ser*ed at the address shown abo*e, .otice to the L33 sha!! be ser*ed on the fo!!owin": name address te!e$hone number
11, RENEWAL OF LEASE. The L33 sha!! ha*e the o$tion to renew the term of this Contract for an additiona! $eriod of ten (10) years and the o$tion sha!! be exercised by written notice "i*en by the L33 to the L33' not !ater than sixty (<0) days $rior to the ex$iration term of the initia! !ease, 12, OPTION TO PURCHASE. 3hou!d the L33' $!an to mort"a"e se!! or otherwise dis$ose of its ri"hts tit!e and interests in and to the Leased remises the L33' sha!! -rst oFer said ri"hts tit!e and interests to the L33 or its desi"nee at fair marBet *a!ue as determined by a com$etent third $arty a$$raiser accredited by the 3ecurities and xchan"e Commission and chosen by both $arties, Gn the e*ent the L33 or the L33@s desi"nee fai!s to acce$t the oFer within thirty (0) days from recei$t of the written oFer thereof from the L33' the L33' may then maBe a simi!ar oFer to bona -de third $arties at the $rice and under such terms and conditions not more fa*ourab!e than those oFered to the L33 or the L33@s desi"nee, The L33' hereby warrants that it sha!! inc!ude a sti$u!ation in any deed of sa!e
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7ort"a"ee or transferee sha!! at a!! times durin" the eFecti*ity of this Contract res$ect a!! the ri"hts of the L33 or its authori%ed sub!essee under this Contract otherwise such deed of sa!e mort"a"e or dis$osition sha!! be nu!! and *oid ab initio, Gf for one reason or another any ri"hts of the L33 under this Contract is *io!ated by the L33' or its successor& in&interest the L33' and its successor&in&interest sha!! be 6oint!y and se*era!!y !iab!e for a!! dama"es andor ex$enses suFered or incurred by the L33 without $re6udice to any other !e"a! ri"hts and remedies that the L33 may ha*e under this Contract or any a$$!icab!e !aw, 1, PRE!TERMINATION OF LEASE. The L33 may without any $ena!ty $re&terminate this Contract with immediate eFect u$on $rior written notice to the L33': MaN
3hou!d any Jo*ernment uthority !oca! or nationa! refuse to "rant the necessary $ermits or !icenses or c!earances for the construction and o$eration of the L33@s te!ecommunications faci!ities and e+ui$ment or if the Jo*ernment shou!d in any other manner $re*ent the L33 from successfu!!y and $ro-tab!y carryin" on L33@s business,
MbN Gn the e*ent of earth+uaBe ci*i! unrest natura! ca!amity any act of Jod andor fortuitous e*ents that sha!! render the Leased remises inc!udin" the te!ecommunication e+ui$ment and faci!ities therein un-t for the $ur$ose for which the Lease was constituted thereby substantia!!y aFectin" the use and $ossession of the same by the L33 the !atter sha!! ha*e
the ri"ht to terminate this Contract with due notice to the L33', Gn such an e*ent the L33 sha!! be entit!ed to a $ro$ortionate refund of renta!s, LiBewise L33 sha!! be a!!owed to remo*etransfer its te!ecommunication e+ui$mentfaci!ities for a $eriod of time without additiona! cost to the L33, McN
Gn the e*ent that the !ine&of&si"ht of the insta!!ed te!ecommunications faci!ities and e+ui$ment on the Leased remises is b!ocBed on account of modi-cations made by the L33' then this !ease sha!! be deemed ipso facto terminated or if the !ine&of&si"ht is b!ocBed on account of the construction andor com$!etion of construction of ad6oinin" $ro$erties which were non&existent at the time this Contract was entered into,
MdN Gf the L33' *io!ates any of the terms and conditions of this Contract as we!! as other ri"hts of the L33 "ranted by !aw and the L33' fai!s to remedy the same to the satisfaction of the L33 within a $eriod of ten (10) ca!endar days from notice of defau!t, The L33' sha!! then immediate!y return a!! unused renta!s to the L33 without $re6udice to the ri"ht of the L33 to c!aim such other dama"es incurred by the L33 and to the exercise of any or a!! ri"hts arisin" from this Contract or those "ranted by !aw, MeN #or such other reasons other than those stated abo*e the L33 sha!! howe*er "i*e the L33' at !east thirty days (0) $rior written notice thereof, #or the a*oidance in doubt in a!! instances of $re&termination the L33' sha!! refund to the L33 a!! unused renta!s within thirty (0) ca!endar days from eFecti*e date of $re&termination of this Contract, 14, WARRANTY. 5y enterin" into this Contract the L33' re$resents and warrants that heshe "ood and suDcient tit!e and interest o*er the Leased remises and that heshe has fu!! authority to enter into and execute this Contract and $ro*ide the L33 and its authori%ed sub!essee fu!! and $eacefu! $ossession of the Leased remises durin" the entire term of this Contract and any renewa!s or extensions thereof, The L33' sha!! indemnify the L33 from any and a!! !osses dama"es or !iabi!ities that the L33 may suFer in the e*ent that this Contract cannot be enforced due to a defect in the tit!e of the L33' or any ad*erse c!aim thereon or if the L33' fai!s to $ro*ide fu!! and $eacefu! $ossession of the Leased remises to L33 and its authori%ed sub!essee, 1;, AUTHORITY. The $arties hereto re$resent and warrant that they ha*e fu!! $ower and authority to enter into and $erform their ob!i"ations under this Contract, The $arties further warrant that a!! necessary actions consents and a$$ro*a!s for the execution for this contract ha*e been taBen andor obtained, This Contract sha!! constitute the !e"a! *a!id and bindin" ob!i"ations of the $arties to be enforceab!e in accordance with its terms and conditions, 1<, SEVERABILITY. The dec!aration by any com$etent "o*ernment a"ency or court that any $ro*ision of this Contract is nu!! *oid or unenforceab!e sha!! not aFect the other $ro*isions of this Contract which are ca$ab!e of se*erance and which wi!! continue unaFected, The $arties a"ree that any $ro*ision so dec!ared nu!! *oid or unenforceab!e sha!! be re$!aced with *a!id or enforceab!e $ro*isions as c!ose!y a!i"ned with the ori"ina! intent of the $arties as $ossib!e, 1=, SUCCESSORS AND ASSIGNS. This Lease sha!! be bindin" and ha*e fu!! force and eFect not on!y on the $arties but a!so u$on their res$ecti*e heirs successors administrators and assi"ns,
1>, ASSIGNMENT OF RIGHTS AND SUBLEASE. L33' acBnow!ed"e and a"rees that L33 has the ri"ht to sub!ease the who!e or $art of the Leased remises or transfer con*ey assi"n or encumber its ri"hts under this Contract to any of its subsidiaries aD!iates or $artners without need to secure the $rior written consent of the L33' and under such terms and conditions and for such considerations as L33 may deem necessary or con*enient, 1?, INTERFERENCE. L33' sha!! not interfere with or Bnowin"!y $ermit others to interfere with the insta!!ation of any of the te!ecommunication faci!ities and e+ui$ment on the Leased remises, 3hou!d the L33' become aware of any interference the L33' sha!! $rom$t!y notify the L33, 20, REAL ESTATE TAXES AND OTHER TAXES. !! rea! estate taxes and other taxes re!atin" to this Contract sha!! be for the account of the L33' and $rom$t $ayment thereof sha!! be the res$onsibi!ity of the L33', 21, REGISTRATION. L33' sha!! extend its fu!!est coo$eration to enab!e L33 to execute si"n andor $re$are any and a!! other documents a"reements and instruments and do a!! other thin"s which may be necessary to enab!e L33 at its o$tion to eFect the re"istration of this Lease in the Dce of the 'e"ister of /eeds for the City of at L33@s ex$ense, 22, WAIVER OF PREFERENCE OF CREDIT. Gt is understood and ex$ress!y a"reed by the $arties that the ob!i"ation created under this Contract sha!! not en6oy any $riority $reference or s$ecia! $ri*i!e"e whatsoe*er o*er any indebtedness or ob!i"ation of L33, ccordin"!y L33' hereby wai*es and renounces abso!ute!y and unconditiona!!y whatsoe*er $riorities or $reference in may ha*e under rtic!e 2244 $ara"ra$h 14 of the Ci*i! Code of the hi!i$$ines, 2, EMINENT DOMAIN. Gf the !eased $remises or any $art thereof sha!! be taBen by eminent domain thereby substantia!!y aFectin" Lessee@s ri"ht to use the $remises the L3 sha!! terminate on other date when the L33 *acates the $remises or when its te!ecommunication e+ui$ment and faci!ities become ino$erati*e whiche*er comes -rst, Conse+uent!y the rent sha!! be a$$ortioned as of the termination date and any rent a!ready $aid for any $eriod beyond that date sha!! be refunded to the L33, 24, ENTIRE AGREEMENT. The fore"oin" terms and conditions sha!! constitute the entire a"reement between the $arties and may be amended sus$ended or modi-ed on!y in writin" and si"ned by both $arties,
IN WITNESS WHEREOF, the $arties hereby aDx their si"natures on this Contract of Lease,
"LESSOR#
"LESSEE# SIGNED IN THE PRESENCE OF:
3i"nature o*er rinted .ame rinted .ame
3i"nature o*er
&
CO.EL/J7.T &
ACKNOWLEDGMENT "F$% LESSEE#
REPUBLIC OF THE PHILIPPINES# ) 3,3,
G certify that on this day of PP 2014 before me a notary $ub!ic du!y authori%ed in the city named abo*e to taBe acBnow!ed"ements $ersona!!y a$$eared the fo!!owin":
NAME ANDY Y. LI BIENVENIDO N. BAAS
VALID ID
DATE&PLACE ISSUED
SSS N$. '(!)(*+)++!+ SSS N$. '(!--/010!0
Eho were identi-ed by me throu"h com$etent e*idence of identity to be the same $ersons described in the fore"oin" Contract of Lease and who acBnow!ed"ed before me that their res$ecti*e si"natures on the fore"oin" Contract of Lease were
*o!untari!y aDxed by them for the $ur$oses stated therein and who dec!ared to me that they ha*e executed this Contract of Lease as their free and *o!untary act and deed and that they ha*e the authority to si"n on beha!f of their res$ecti*e $rinci$a!s, This Contract of Lease consistin" of (PP) $a"es inc!udin" of this cBnow!ed"ment has been si"ned on each and e*ery $a"e by the $arties and their instrumenta! witnesses,
IN WITNESS WHEREOF, G hereunto set my hand and aDx my notaria! sea! on the date and at the $!ace abo*e written,
/oc, .o,
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5ooB .o,
3eries of 2014
