pro-forma lease contract

7/29/2019 Pro-Forma Lease Contract

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PRO-FORMA

CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease made and entered into by and between:

TECHNOLOGY RESOURCE CENTER a government corporation with officeaddress at #103 J. Abad Santos cor. Lopez Jaena Sts. Little Baguio, San JuanCity, represented herein by its Director-General, ANTONIO Y. ORTIZ, forand in behalf of the Government of the Republic of the Philippines, as theAdministrator of certain Technology Centers, and hereinafter referred to asTRC;

-and-

__________________________________________, a ____________________ dulyorganized and existing under and by virtue of existing laws of the Philippines,and with office address at ___________________________________________________herein represented by its ________________________________________ hereinreferred to as the "LESSEE".

W I T N E S S E T H: That

WHEREAS, TRC is mandated to manage and administer an industrial areaknown as the ___________________ Technology Center located at______________________________ , with factory buildings erected thereon;

WHEREAS, the LESSEE is cognizant of TRCs aforementioned mandate andhereby recognizes the absolute right of TRC to lease, let and demise subjectproperty;

WHEREAS, the LESSEE desires to lease BUILDING NOS._____________________ and TRC is willing to lease the same to the LESSEE under theterms and conditions hereunder set forth;

NOW, THEREFORE, for and in consideration of the foregoing premises, theparties herein agree and bind themselves as follows:

LEASED PREMISES

1. TRC hereby leases unto the LESSEE, and the latter hereby accepts to lease fromthe former, ____________________________ containing an area of ________________________________________________________________________.

USE OF LEASED PREMISES

2. The leased premises shall be used exclusively by the LESSEE for theestablishment, operation and maintenance of such machinery, equipment and

other improvements as may be necessary to carry on its business as amanufacturer. It is expressly agreed that, if at any time during the term of thislease and without the previous written consent of TRC, the leased premises areused for any other purpose; TRC shall have the absolute right to rescind thisContract in accordance with paragraph 29 hereof with right to damages.

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The leased premises shall not be used as workers sleeping quarters, except inthe event that overtime or shifting is required. In this case, prior written noticefrom the LESSEE shall be required.

The LESSEE shall be allowed to maintain a maximum of ____________ regularstay-in workers in the leased premises to ensure security of its properties andfor other purposes, which the company deem necessary. In no case, however,shall cooking, drinking of liquors and other intoxicating beverages, gambling,illegal activities and other activities that may put the leased premises and itsinhabitants at risk, be allowed.

Any damage to the leased premises cost of loss and expenses for therestoration resulting from non-compliance of the above restrictions shall be forthe account of the LESSEE and shall hold TRC free and harmless from anydamage arising there from.

3. The LESSEE shall not assign, transfer or encumber its rights under this Contractnor sublease or sublet all or any part of the leased premises without the priorwritten consent of TRC. Provided, that any majority change in the stockownership of the LESSEE shall be considered as assignment or transfer forpurposes of this section.

4. The LESSEE shall not bring nor allow to be brought into the leased premises any

articles which the law prohibit nor shall the LESSEE carry on or permit upon saidpremises any trade or occupation or suffer to be done any other activity whichmay prejudice in whole or in part any policy or insurance covering the premises.

5. The LESSEE, shall, at its sole expense, secure the leased premises and maintainthe same in a first class condition, free from obnoxious odors, disturbing noisesand other nuisances except as is consistent with the conduct of its business.

6. The LESSEE shall ensure that its operations during the course of manufacturingor production will not endanger public safety or public health.

7. The LESSEE shall make provisions for the treatment and disposal of industrial

waste and scraps in a manner acceptable to existing government laws, rulesand regulations.

DURATION OF LEASE

8. The duration of this lease shall be for ____________________ commencing on_________________ for ____________________________ and expiring on___________________. Upon expiration of the _______________________, the LESSEE,subject to approval by the TRC, may renew the lease, which option must beexercised in writing by the LESSEE at least _____________ prior to the expirationof the lease contract. The terms and condition of the renewal of the contract

shall be the subject of a negotiation between the parties.

RENTAL AND OTHER CONSIDERATIONS

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9. For the ___________ lease duration, the monthly rental rate for the building/sshall be computed at ______________per square meter or_________________________________________, including 12% Reformed Value Added

Tax (R-VAT), for the entire area of ________________ square meters.

10.The LESSEE shall pay to TRC, for the use and occupancy of the leased premises

the monthly lease rental in Philippine Currency at the offices of TRC or suchother place as TRC may otherwise designate. Lease payments shall be madeevery first day of each month.

All payments shall be made without the necessity of any previous notice ordemand, it being understood that in case of default, any amount due shallautomatically bear penalty of ____________per month computed from due dateuntil fully paid, and in addition, LESSEE shall be liable to TRC for an additionalsum equivalent to twenty-five percent (25%) of the rentals due as attorney'sfees in the event of litigation. Furthermore, TRC may terminate this Contractand eject the LESSEE as hereinafter set forth. In the event LESSEE incurs anydelay in the payment of rentals for a period of thirty (30) days or more from thedate the rentals become due, TRC shall have the right to summarily cut-off allelectricity, telephone, water and other utility services to the Leased premises.

All payments shall be subject to 12% R-Value added Tax.

11 Upon signing of this Contract, the LESSEE shall pay TRC ___________ monthsadvance rental for the leased premises, equivalent to__________________________________________. The advance rental payments shallbe applied at the end of the term of lease.

12. Further, the LESSEE shall, upon signing of the Lease Contract,

__________________ post dated checks, covering the monthly lease paymentsfor the entire ____________ year duration of the lease.

RENTAL ADJUSTMENT

13.It is understood that there will be no rental rate adjustment or increase duringthe period. However, rental increase or adjustment can be made in the event ofan inflationary situation within the period of this lease. This shall be subject to amutual assessment and evaluation of the event by both parties.

SECURITY DEPOSIT

14.The security deposit shall be equivalent to ____________months rental, or thesum of________________________________________________________ without R-VAT.

The deposit shall be considered and held by TRC as security for the full andfaithful observance and performance by the LESSEE of all the terms andconditions of this Contract. This deposit shall be forfeited in favor of TRC in theevent that the project implementation is not commenced within forty-five(45) calendar days from the date of effectivity of the lease contract.

15.In the event of LESSEE's failure to comply with any of the terms and conditionsof this Contract, TRC may, at its option, appropriate and apply the said deposit

or a part thereof as may be necessary to compensate TRC for whateverexpense, loss or damage it may sustain on account of such breach by theLESSEE. Should the entire deposit or part thereof be appropriated or applied by

TRC, whether for the payment of rentals in arrears or other sums due andpayable to TRC by the LESSEE, then the LESSEE shall, upon written notice by

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TRC, within ____________ calendar days from receipt of such notice, remit to TRCsuch amount or amounts as will be sufficient to restore the said deposit to thesum required herein, and the LESSEE's failure to do so shall constitute a breachof this Contract.

16. If the LESSEE has fully and faithfully complied with all of the terms and

conditions herein, all utility bills, common area and other chargesaccruing up to and when the LESSEE vacates the leased premises, saidsecurity deposit or any remaining portion thereof shall be returned to theLESSEE _________________________ working days after LESSEE hasactually and permanently vacated the leased premises or until such timethat charges have been determined and applied against the securitydeposit. It is further understood that the deposit shall not earn anyinterest whatsoever.

LEASE OF RAW LAND

17. Raw land or unpaved portions inside the Technology Center mentioned inSection 18 hereof which shall be used for the construction of new building/sshall be leased at a rate of ________________ per square meter per month.Said lease rate is fixed and shall not be subject to adjustment during the entireperiod of their lease except in cases of extraordinary inflation.

BUILDING AND IMPROVEMENTS

18.Subject to written approval by the TRC, the LESSEE, in addition to the existingfactory building, may erect its own building(s) on the unpaved portion in the

Technology Center premises, subject to the Technology Center Zoning and Land

Use Regulations herein attached as Annex A attach it in all contracts whichshall be covered either by an addendum to this contract or a separate contract,whichever is applicable. The LESSEE may likewise undertake improvements andrepairs, and in addition thereto, install machinery and equipment of everydescription and character as may be necessary for purposes of carrying on itsbusiness consistent with the applicable provisions of Presidential Decree No.1096, otherwise known as the National Building Code, as amended, and suchother applicable laws governing the issuance of building and occupancy permits,mechanical or electrical inspections and visitations of the premises of theLESSEE. Provided that constructions of such new building, including electricalconnections, partitions, and other similar installations and improvements on theleased premises shall be for the LESSEE's account. Provided further, that LESSEE

shall not make any alterations, additions, major repairs, nor start or proceed anymajor repair work, or in any way, introduce improvements nor start work in theleased premises without first obtaining TRCs written approval and consent, asherein provided.

Constructions on the unpaved portions inside the Technology Center premisesand building improvements performed without prior written approval of TRCshall be penalized in the amount ofFIFTY THOUSAND PESOS (P 50,000.00)or the cost of restoration to the facilitys original condition at the option of TRC,without prejudice to TRCs right to terminate the contract. TRC, however, hasthe absolute and unqualified right to refuse any request of the LESSEE toconstruct new buildings and make or introduce such alterations, renovations,additions or improvements.

19.The LESSEE hereby acknowledges to have taken possession of the leasedpremises in good and tenantable condition. At the end of the lease, TRC shall

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have the right to use the deposit stated in Section 14 hereof to undertakerepairs of the buildings to bring it into its original, good and tenantablecondition, wear and tear excepted. The excess portion of the deposit shall thenbe returned to the LESSEE. However, if the deposit is not enough for theexpenses mentioned, TRC may demand for such difference.

20. After the termination of the initial lease period or should the lease beterminated before such period, all improvements, additions, repairs or work ofwhatever nature made in the leased premises shall become the property of TRC.However, if at the expiration of the term of the original lease or renewalthereof, TRC should decide that the property be restored to its originalcondition, the responsibility and the expenses incurred for the removal of saidimprovements shall be borne by the LESSEE.

21.The LESSEE hereby expressly recognizes the absolute right of TRC, or its dulyauthorized representatives, to enter the leased premises at any reasonable timefor the purpose of inspecting the premises or utility facilities of the leasedpremises or otherwise to assure TRC that the LESSEE is complying with all theterms and conditions of this lease, and during the last six months of the lease,to exhibit the leased premises to prospective lessees.

REPAIRS AND MAINTENANCE

22.The LESSEE shall, at its own expense, maintain the leased premises in goodorder and condition. All expenses for replacement of electrical bulbs, brokenwindow glasses and for the repair of locks, repair of plumbing installations,bathroom tiles, toilet bowls, interior/ exterior paintings, electrical switches,roofing sheets, leaks and all other items included in the leased premises, shallbe for the account of the LESSEE.

ABANDONMENT OF LEASED PREMISES/SUSPENSION OF OPERATIONS

23.In case the leased premises are deserted, abandoned or vacated without priorwritten notice or in case of suspension of operations by the LESSEE at any timeduring the term of the lease for a continuous period of thirty (30) calendar days,

TRC shall have the right to enter the leased premises as an agent of the LESSEEthrough force if necessary, without being liable for any prosecution therefore. Inthis connection, the TRC is hereby appointed as an attorney-in-fact of theLESSEE to remove, store temporarily, or sell, or dispose of any and allunencumbered goods, machinery, equipment, merchandise, raw materials,furniture and other assets located in the leased premises and to apply the

proceeds of such sale to the damages, interests, fees, unpaid rentals or otheroutstanding obligations which the LESSEE may owe to TRC.

UTILITIES

24.That the LESSEE shall pay for and defray all expenses for electric power,telephone, water and other utility services which may be used or required bythe LESSEE in the leased premises. The cost of the maintenance of all publicservices and utilities in the leased premises shall be for the sole account of theLESSEE. Facilities and/or services used in common by the LESSEES of the

______________________ Technology Center shall be paid for by them inproportion to the areas leased. Repairs in the utility service system, includingwater pipes and toilet equipment and facilities within the leased premises shallbe undertaken by and shall be for the sole account of the LESSEE. Provided,however, that if the LESSEE shall delay in undertaking the necessary repairs and

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shall not make the repairs in a satisfactory manner, TRC reserves the right toundertake or make such repairs and charge the LESSEE for the expenses of thecost thereof and deduct the same from the LESSEE's security deposit.

GARBAGE RECEPTACLES

25.The LESSEE shall provide, at its own expense, receptacles to hold andcontain its waste matter, garbage and refuse and shall place them atsuch place/s as may be designated by TRC. The garbage feesassessable against the building shall be for the account of the LESSEE.

COMPLIANCE WITH LAWS AND REGULATIONS

26.That LESSEE shall promptly comply with any or all laws, ordinances, rules,regulations and orders which the national, provincial or local government, or anydepartment, bureau, board, commission or other agency orinstrumentality thereof might promulgate and will likewise comply with allregulations that TRC might from time to time adopt and enforce regarding theuse, occupation, sanitation and safety of the leased premises.

INSURANCE

27. TRC shall insure and keep insured the building against loss or damage causedby fire to the extent of the full

insurable value thereof. The LESSEE shall however be responsible to insure andkeep insured the raw materials, finished and in-process goods, machinery andequipment inside the leased premises.

In case of damage and losses due to fire and other causes during the term ofthe lease, TRC may reconstruct or restore the lost or damaged property to itsoriginal condition using the proceeds from insurance for the continued lease anduse by the LESSEE. In the event that the insurance proceeds are insufficient forpurposes of reconstruction or restoration as herein required and when thedamage or loss is due to the LESSEEs negligence/fault, as supported by theBureau of Fire Protection Report, then the LESSEE shall provide necessary fundsto augment the insurance proceeds. In the same case, the LESSEE shall alsocontinuously pay for the regular monthly rental during the rehabilitation andreconstruction period but not exceeding six (6) months, or the pre-constructionand reconstruction periods.

GROUNDS FOR TERMINATION/SUSPENSION OF LEASE CONTRACT

28.The TRC may, at its option, terminate or suspend the lease contract upon theoccurrence of any of the following events:

a) Failure of the LESSEE to pay any of its monthly rentals when the samefalls due;

b) Use of leased premises for purposes other than agreed upon in Section2 hereof;

c) Failure ofLESSEE to generate employment and start its businessoperations within the projected time table;

d) Violations by the LESSEE of any provision and/or condition of this

Lease Contract.;e) Declaration or filing by the LESSEE of a petition for insolvency; orf) Change of corporate name/structure without justifiable reasons and/or

prior written approval from TRC.

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DEFAULT

29.Any violation or default in the performance of the covenants and obligationsset forth in this Contract, including non-payment of rentals shall constitute a

ground for TRC to revoke or rescind this Contract without the need of judicial orextra judicial demand/action within thirty (30) days from written notice of suchviolation or default.

FORCE MAJEURE

30. Neither the TRC nor the LESSEE shall be held liable for any delay in or failure ofperformance of their respective obligations set hereunder if such delay orfailure arises from or are the consequence of force majeure; provided, it has

taken proper precautions, due care and reasonable alternative measures toavoid or otherwise minimize the effects thereof or the delay or failure; providedfurther, that any party claiming the benefit of the terms set herewith shallwithin thirty (30) calendar days from the occurrence of force majeure givenotice thereof to the other party including sufficient information as to its cause.

The term force majeure shall mean all events which could not have beenforeseen, or though foreseen, were inevitable and beyond the control of theLESSEE, and which may materially affect the ability of the LESSEE to complywith any of its obligations under this lease contract, and shall include, amongothers:

a) Acts of war or public enemy whether war be declared or not; andb) Public disorders, acts of public enemies, sabotage, rebellion, revolution,

civil commotion, strikes, lockouts, boycotts or other industrial or labordisputes, acts of the Government or any other cause or causes, whethersimilar or dissimilar to the foregoing, beyond the reasonable control ofthe LESSEE and the TRC.

INDEMNITIES

31.The LESSEE hereby agrees to hold TRC free and harmless from any and allclaims of LESSEE's employees, customers, guests or by any third party for lossor damage, including claims for property damage, personal injury or wrongful

death arising out of any event or accident on the leased premises or occasionedby any nuisance made or suffered on the premises, or by any fire thereon, orgrowing out of or caused by any failure on the part of the LESSEE to maintainthe premises in a safe, sanitary and secure condition, or by reason of LESSEE'sviolation, non-observance or non-performance of rules, regulations,ordinances, laws and conditions of the government or its instrumentality oras required by this Contract concerning or affecting the leased premises or

the improvements therein.

NON-WAIVER OF RIGHTS

32.Failure or delay of TRC to insist on the strict performance by the LESSEE of any

stipulation or condition of this Contract and/or to exercise any right or optionherein shall not be construed as abandonment, withdrawal, waiver orcancellation of such right, stipulation, condition or option.

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33.To be operative, any amendment to this Contract shall be in writing.

DISCLAIMER OF LIABILITY

34.TRC shall not be held liable by the LESSEE in any manner for the non-operation(due to breakdown or any other cause) of the water pump and/or other facilities

of the leased premises, nor for the failure of electricity or other utilities.

DISTURBANCE OF POSSESSION

35.Disturbance or discontinuance of the LESSEE's possession of the leasedpremises due to causes beyond the reasonable control of the TRC shall conferno right of any kind to the LESSEE as against TRC. However, the LESSEE shallhave the right to terminate or discontinue possession of the leased premises ifthe disturbance cannot cease and stop provided that TRC is duly notifiedthereof.

ASSIGNMENT OF LEASE

36.The LESSEE hereby recognizes that TRC has the absolute and unrestricted rightto assign, transfer or otherwise convey its rights under this Contract in favor ofany person, corporation, affiliate or any other agency. Nevertheless, theassignee shall fulfill TRCs contractual obligation pertaining to this Contract.

BUILDING ADMINISTRATION

37.The LESSEE hereby recognizes the authority of TRC to designate an Industrial TCAdministrator, who shall act as TRCs representative in all matters related to this

Contract of Lease. The LESSEE further recognizes and acknowledges theauthority of the TC Administrator in all matters pertaining to this Contract.

SECURITY

38.TRC shall provide a 24-hour security detail to police the main entrance andother access points in the TC premises. TRC shall not in any manner be heldaccountable or liable for any loss or damage that may be suffered by theLESSEE in or about the leased premises due to theft, robbery, arson and othercrimes. The LESSEE must provide its own security guards for its leasedpremises, but LESSEE shall give prior written notice to the TRC designated TC

Administrator and furnish such details and other information as may bereasonably requested.

REPORTORIAL REQUIREMENTS

39.The LESSEE shall provide TRC the Standard Reportorial Requirements on aquarterly basis such as;

a) List of Employees;b) Payroll;c) Power Consumption;

d) Local Taxes Paid; ande) Audited Financial Statement.

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The LESSEE shall be informed of additional reportorial requirements that may bedeemed necessary and required by TRC in the process of determining theimpact of the project in the area.

NOTICES

40.All notices or demands of any kind, which TRC may serve on LESSEE under theterms of this lease, may be served by leaving a copy of such demand or notice,or by mailing a copy thereof at the leased premises.

VENUES

41.Venue of all actions, arising from or in connection with this Contract shall beexclusively at the proper courts of San Juan City only, all other venues beingexpressly waived.

BINDING EFFECT

42.This agreement constitutes the entire agreement of the parties and shall not bechanged in any manner except in writing subscribed by the parties throughtheir respective duly authorized officers or representatives.

EFFECTIVITY

43. This contract shall take effect on ______________________ and the provisionsthereof shall be valid and binding within _____________ years from there.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signedand executed this _____day of __________ 2008.

TECHNOLOGY RESOURCE CENTER_____________________________________________

(TRC) (LESSEE)

By: By:

_______________________________ _______________________________ANTONIO Y. ORTIZ Printed Name

Director-General (Designation)

WITNESSES:

_______________________________ _______________________________A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES)

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SAN JUAN CITY ) S.S.

Before me Notary Public for ______________________ this day of _____ 2008,personally appeared:

NAME RES. CERT. NO. DATE/PLACE ISSUEDANTONIO Y. ORTIZ 06220638 Jan. 7, 2008/Quezon City

NAME RES. CERT. NO. DATE/PLACE ISSUED

both known to me to be the same persons who executed the foregoinginstrument and they acknowledged to me that the same is their free act anddeed as well as of the principal they represent.

This instrument refers to the Contract of Lease consisting of ______________pages including this page, signed by the parties and their witnesses on each andevery page and sealed with my notarial seal.

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

Doc. No.PageNo.BookNo.

Series of 2008.

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pro-forma lease contract

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