EXHIBIT 10.5
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement (the "MOA") is made and executed on this 15th day
of December 2003 in Makati City, Metro Manila, by and between;
XXXXX LAND, INC. a corporation duly organized and existing under and by virtue
of the laws of the Republic of the Philippines, with offices at (for the
purposes of this MOA) the 28th Floor, Tower One and Exchange Plaza, Xxxxx
Triangle, Xxxxx Avenue, Makati City, Metro Manila, represented herein by its
Attorneys-in-Fact Xxxxxxxxx X. Xxxxxxxx III and Ma. Xxxxxxxx X. Xxxxxxxx
(hereinafter referred to as "ALI")
and
PEOPLESUPPORT (PHILIPPINES) INC., a corporation duly organized and existing
under and by virtue of the laws of the Republic of the Philippines, with offices
at 12th-14th Floors, Philamlife Tower, 8767 Paseo de Roxas, Makati City, Metro
Manila, represented herein by its President, Xxxxxxxx X. Xxxxx (hereinafter
referred to as "PEOPLESUPPORT");
(ALI and PEOPLESUPPORT are hereinafter collectively referred to as the
"PARTIES".)
RECITALS
ALI will be developing and constructing a five (5)-storey office building (the
"BUILDING") along Amorsolo Street, Xxxxxxx Village, Makati City, Metro Manila,
specifically on the site delineated in ANNEX A hereof (the "SITE"). The Building
will be primarily intended for the operation of a call center and/or outsource
services business and will be planned to have approximately 15,805.5 square
meters of leasable office space, approximately 1,270 square meters of retail
space located at the ground floor of the Building, all with appurtenant parking
slots, and will be in accordance with the initial plans and specifications
agreed upon by the Parties and provided in ANNEX B, subject to such changes as
may be mutually agreed upon by the Parties.
PEOPLESUPPORT has offered to lease 15,102.50 square meters of leasable office
space (the "OFFICE SPACE") from ALI, together with 147 parking slots (the
"OFFICE PARKING SLOTS"), and ALI is willing to lease the Office Space and Office
Parking Slots to PEOPLESUPPORT, for the purpose of operating a call center
and/or to provide outsource services thereon 24 hours a day and 7 days a week
and for such other general office use as PEOPLESUPPORT may deem necessary.
For the purpose of providing for the commitments and undertakings of ALI and
PEOPLESUPPORT in connection with the development of the Building and prior to
the commencement of the lease, the Parties desire to execute this Memorandum of
Agreement to govern their relationship.
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Memorandum of Agreement-PeopleSupport Lease
NOW THEREFORE, for and in consideration of the foregoing premises and of the
terms and conditions hereinafter set forth, the Parties hereby agree as follows:
SECTION 1
DEVELOPMENT OF THE BUILDING
1.1 PLANS AND SPECIFICATIONS. ALI hereby undertakes to exert its best
efforts to construct the Building in accordance with the plans and
specifications provided in ANNEX B, and any amendments or revisions to
the same as may be agreed upon by the Parties. PEOPLESUPPORT hereby
acknowledges the acceptability of the specifications under ANNEX B for
the operation of a call center and/or outsource services business to
cater to the requirements of PEOPLESUPPORT. It is agreed, however, that
any change in ANNEX B shall require the prior written consent of
PEOPLESUPPORT; provided that, PEOPLESUPPORT undertakes not to withhold
its consent to any such change in the event that such change in plans
and specifications are necessary to conform to or address: (a) site
conditions which could not have been reasonably determined at the time
of preparations of the plans and specifications; (b) requirements of
law and the applicable regulation or change in law; (c) restrictions
and regulations promulgated by the Makati Commercial Estate
Association, Inc. ("MACEA"); or (d) change in PEOPLESUPPORT's technical
and building requirements; provided, further, that with respect to the
foregoing clauses (a), (b), and (c), such change in the plans and
specifications are not inconsistent with, or do not materially alter,
the project brief and building design criteria agreed upon by the
Parties. Any change in plans and specifications as agreed upon by the
Parties shall form part of this MOA as an amendment to ANNEX B hereof.
The Parties shall agree upon, finalize and sign off on the project
brief, user's requirements and building design criteria as provided in
Annex B not later than December 31, 2003. The Parties shall agree upon,
finalize and sign off on the design development plans and
specifications not later than February 15, 2004; provided that, such
initial design development plans and specifications shall be submitted
to PEOPLESUPPORT for approval not later than February 1, 2004.
In order to ensure that the Building is built to specifications, the
Parties shall meet periodically to assess the progress of the
construction of the Building based on the milestones to be mutually
agreed upon by the Parties. It is understood by the Parties that the
milestones will be determined and agreed upon at a later time, which
milestones, when agreed upon, shall be incorporated into and form part
of this MOA. In addition, ALI agrees to meet with PEOPLESUPPORT at any
reasonable time when so requested by the latter, for the purpose of
assessing the progress of construction of the Building.
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Memorandum of Agreement-PeopleSupport Lease
1.2 CONSTRUCTION AND DELIVERY. ALI shall exert its best efforts to commence
construction of the Building not later than March 31, 2004. ALI shall
also exert its best efforts to complete the construction of the
Building by April 15, 2005 for the purpose of turning over possession
of the entire Office Space to PEOPLESUPPORT not later than April 15,
2005 to allow PEOPLESUPPORT to fit-out the Office Space; provided that,
ALI shall exert its best efforts to turn over possession of that
portion of the Office Space in the third floor of the Building to
PEOPLESUPPORT not later than February 1, 2005, and to turn over
possession of that portion of the Office Space on the ground, fourth
and fifth floors of the Building not later than March 1, 2005 in order
to allow PEOPLESUPPORT to start fitting-out the Office Space on said
floors; ALI shall endeavor to complete and turn over the common areas
of the Building simultaneous with, and to cause all life-support
systems of the Building (including air-conditioning, elevator and
elevator shaft) to be operational and in place not later than, the
completion of the Building. It is agreed by the Parties that the
effective turn over of the Office Space or any portion thereof shall be
conditioned on the same being ready for fit-out by PEOPLESUPPORT as may
be agreed upon by the Parties.
The best efforts delivery by ALI of the Office Space, whether partially
or entirely, as indicated above, shall, however, be subject to the
execution by the Parties of a contract of lease, the form of which
shall be agreed upon by the Parties on or before February 28, 2004, and
which shall in all aspects be in conformity with the terms agreed to by
the Parties together with such other changes as negotiated and further
agreed upon by the Parties (the "CONTRACT OF LEASE") pursuant to
Section 2.3 hereof. The Contract of Lease as agreed upon by the Parties
shall likewise form part of this MOA.
For the purpose of advising PEOPLESUPPORT of the date of completion of
construction of the Building and/or of informing PEOPLESUPPORT that the
Office Space (or any portion thereof) is ready for fit-out, ALI shall
notify PEOPLESUPPORT in writing of the readiness of the Office Space
(or any portion thereof) for delivery (the "NOTICE OF DELIVERY").
1.3 TENANT FIT-OUT PERIOD. PEOPLESUPPORT shall be entitled to a tenant
fit-out period of six (6) months for that portion of the Office Space
located on the third floor which shall be turned over by ALI to
PEOPLESUPPORT earliest, commencing on the later of: (a) the signing of
the Contract of Lease by the Parties; or (b) receipt by PEOPLESUPPORT
of the first Notice of Delivery. PEOPLESUPPORT shall be entitled to a
tenant fit-out period of five (5) months for the Office Space located
on the other floors which shall be subsequently turned over by ALI to
PEOPLESUPPORT commencing upon the receipt by PEOPLESUPPORT of the
Notice of Delivery for the Office Space on said floors. It is agreed by
the Parties that PEOPLESUPPORT shall not be liable to pay rent during
the aforesaid tenant fit-out period; provided, that for the period
commencing from the turn-over of possession of the portion of the
Office Space in the third floor of the Building up to the date prior to
the completion of the Building, PEOPLSUPPORT shall be liable to pay
common area dues of [Php]58.00 per square meter per month based on the
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Memorandum of Agreement-PeopleSupport Lease
aggregate area of the Office Space actually turned over to
PEOPLESUPPORT as of the relevant month.
Upon turnover by ALI of the Office Space or any portion thereof, and
during the tenant fit-out period prior to the completion of the
Building: (a) ALI shall provide water and electric connection and other
utility services sufficient to allow PEOPLESUPPORT to fit out that
portion of the Office Space so turned over, and (b) ALI, its
contractors and personnel shall be allowed access to the restrooms and
other areas of the Office Space which have been turned over to
PEOPLESUPPORT; provided, however, that ALI, its contractors, employees
and agents shall not interfere with the fit-out of the Office Space
subject to the further condition that the fit-out by PEOPLESUPPORT is
in accordance with the approved fit-out plans. During the tenant
fit-out period, PEOPLESUPPORT shall pay for the costs of electric power
and water consumed by PEOPLESUPPORT and consumed in the Office Space or
the portion thereof occupied by or turned over to PEOPLESUPPORT.
Commencing on the date of completion of the Building and turnover of
the Office Space for fit-out, until the Lease Commencement Date,
PEOPLESUPPORT shall be liable to pay: (a) common area dues of
[Php]68.00 per square meter per month; and (b) air-conditioning charges
in the amount of [Php]98.00 per square meter per month, both based on
the area occupied by the Office Space.
Commencing on the date of completion of the Building and turn-over of
the Leased Premises, PEOPLESUPPORT shall be responsible for the
maintenance and cleaning of all the restrooms located in the ground,
second, third, fourth and fifth floors of the Building, which are
exclusively dedicated to the use of PEOPLESUPPORT, its employees,
representatives, agents and guests. For this purpose, PEOPLESUPPORT
shall require the regular cleaning thereof at least four (4) times for
every regular eight (8) hour shifts; and shall maintain the finish of
the walls, normal wear and tear excepted.
At least thirty (30) days prior to the commencement of the fit-out of
the Office Space or any portion thereof, PEOPLESUPPORT shall submit to
ALI the architectural, engineering, conceptual plans and specifications
for ALI's approval. PEOPLESUPPORT shall not make any alteration,
addition or improvement within the Office Space, the Office Parking
Slots, or in any of the common areas, without the prior written consent
of ALI, and then subject to such reasonable terms and conditions as may
be imposed by ALI. The review and approval by ALI of the fit-out plans
and the architectural, engineering, conceptual plans and specifications
shall not be unreasonably withheld or delayed. ALI shall complete the
review of the architectural, engineering, conceptual plans and
specifications within fifteen (15) days from PEOPLESUPPORT's submission
thereof. The approval by ALI of such plans shall in no event relieve
PEOPLESUPPORT from the responsibility of obtaining all the necessary
permits and licenses or from paying the necessary taxes, insurance
premium or fees as shall be necessary or appropriate in connection
therewith. PEOPLESUPPORT shall give all the notices required and shall
comply with all ordinances, rules and regulations issued by
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Memorandum of Agreement-PeopleSupport Lease
governmental agencies and public utility companies having jurisdiction
over the same. For purposes hereof, PEOPLESUPPORT shall cause to be
submitted to ALI the cash bond as required by Section 1.4 hereof prior
to the start of the fit-out.
1.4 CONSTRUCTION BOND. Within seven (7) days prior to any construction,
fit-out or renovation in the Office Space or any portion thereof,
PEOPLESUPPORT shall cause its Contractor to submit a cash construction
bond equivalent to one (1) month's rent in effect at the time the
construction is to be undertaken by PEOPLESUPPORT's Contractor to
answer and stand as security for the repair or reconstruction of any
damage caused to the property of ALI or of any tenant or occupant in
the Building arising out of or in connection with the fault or
negligence of PEOPLESUPPORT's Contractor, suppliers or workers
undertaking such construction, fit-out or renovation or the failure of
PEOPLESUPPORT's Contractor to comply with the Construction Guidelines
and House Rules, and all other reasonable requirements prescribed by
ALI prior to the commencement of such construction, fit-out or
renovation work for the performance of such construction, fit-out or
renovation work. It is agreed by the Parties that the construction bond
to be posted shall be proportional to the amount of space actually
turned over and based on the amount of [Php]6,214,550.00 for the entire
Office Space. Upon complete turn over of the entire Office Space, the
value of the construction bond provided by PEOPLESUPPORT's Contractor
should have been increased so as to amount to [Php]6,214,550.00.
The construction bond shall be returned to PEOPLESUPPORT's Contractor
without interest after the completion of the construction, fit-out or
renovation work, less any construction-related charges, if any, due to
ALI or any tenant or occupant of the Building, as proper, arising in
connection with any damage caused by the fault or negligence of
PEOPLESUPPORT's Contractor, suppliers or workers or its or their breach
of the Construction Guidelines and House Rules, and all other written
requirements prescribed by ALI, subject to PEOPLESUPPORT's Contractor's
compliance with all the conditions specified for the return of the bond
under the Construction Guidelines and House Rules.
1.5 NAME OF BUILDING. ALI shall grant PEOPLESUPPORT the naming rights to
the Building; provided that, PEOPLESUPPORT shall inform ALI in writing
of the name chosen for the Building at least 30 days prior to the use
thereof by PEOPLESUPPORT; provided, further, that the naming rights
shall revert to ALI: (1) upon the expiration of the Contract of Lease;
or (2) in the event that PEOPLESUPPORT pre-terminates the lease for
more than half of the Office Space, resulting in PEOPLESUPPORT leasing
less than 7,902.75 square meters of office space. However,
notwithstanding the loss of naming rights, PEOPLESUPPORT shall be
entitled to put up signs that identify its offices in the Building,
subject to compliance with the restrictions in Section 1.6 and the
provisions of the Contract of Lease.
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Memorandum of Agreement-PeopleSupport Lease
During the construction of the Building, PEOPLESUPPORT shall be allowed
to put up signs or paint the perimeter wall of the construction site
with signs essentially stating "On this site will soon rise the
PEOPLESUPPORT CENTER", and other relevant information like web site and
mail addresses, subject to compliance with the restrictions in Section
1.6 and such other reasonable requirements as may be imposed by ALI.
1.6 RESTRICTIONS. ALI warrants that, in the construction of the Building,
it shall comply with all the requirements and restrictions as embodied
in: (1) the Consolidated and Revised Deed Restrictions for Ayala North,
Ayala South, Xxxxx Triangle, Roxas Triangle, Xxxxxxx Village, Legazpi
Village, Xxxxxxx Extension, Apartment Ridge (Xxxxx Avenue) and
Apartment Ridge Extension (Makati Avenue), as may be amended from time
to time; (2) Makati City Zoning Ordinance No. 2000-078, as may be
amended from time to time; (3) Makati City Comprehensive Land Use Plan,
as may be amended from time to time; and (4) the National Building Code
of the Philippines, as the same may be amended from time to time.
PEOPLESUPPORT warrants that it shall comply with the requirements and
restrictions, relating to the use and operation of the Leased Premises,
as embodied in: (1) the Consolidated and Revised Deed Restrictions for
Ayala North, Ayala South, Xxxxx Triangle, Roxas Triangle, Xxxxxxx
Village, Legazpi Village, Xxxxxxx Extension, Apartment Ridge (Xxxxx
Avenue) and Apartment Ridge Extension (Makati Avenue), as may be
amended from time to time; (2) Makati City Zoning Ordinance No.
2000-078, as may be amended from time to time; (3) Makati City
Comprehensive Land Use Plan, as may be amended from time to time; and
(4) the National Building Code of the Philippines, as the same may be
amended from time to time.
SECTION 2
LEASE OF THE OFFICE SPACE
2.1 LEASE TERM. The lease shall commence on August 1, 2005, unless another
date is mutually agreed upon by the Parties, (the "LEASE COMMENCEMENT
DATE"), and shall terminate on July 31, 2015, unless otherwise extended
in accordance with Section 2.4 (the "LEASE TERM").
2.2 APPROVALS. Prior to February 1, 2005, ALI shall obtain the approvals
for the accreditation by the Philippine Economic Zone Authority (PEZA)
of the Building as an "information technology (IT) building".
2.3 CONTRACT OF LEASE. On or before January 15, 2005, ALI and PEOPLESUPPORT
shall execute the Contract of Lease which shall include the following
terms:
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Memorandum of Agreement-PeopleSupport Lease
(a) The Lease Term shall be for a period of ten (10) years,
commencing on August 1, 2005, and ending on July 31, 2015,
unless otherwise extended by the Parties in accordance with
the principles and terms set forth in this MOA.
(b) PEOPLESUPPORT shall lease the Office Space, consisting of
15,102.50 square meters of leasable office space in the
Building, broken down as follows at the following monthly
rental rates for the first year of the Lease Term:
Monthly lease rate
Location Area per square meter
-------------------------------------------------------------------------------
Ground Floor 1,157.00 square meters [Php] 550.00
Third Floor 4,648.50 square meters [Php] 400.00
Fourth Floor 4,648.50 square meters [Php] 400.00
Fifth Floor 4,648.50 square meters [Php] 400.00
In consideration of its lease of the Office Space,
PEOPLESUPPORT shall pay a total monthly rental of
[Php]6,214,550.00 for the period from the Lease Commencement
up to the day prior to the first anniversary of the Lease
Commencement Date. The rent shall be liquidated and paid in
the manner provided in the Contract of Lease.
(c) The rental rate for the succeeding four (4) years shall be
increased at the following rates per annum over the
then-prevailing monthly rental rate:
Period Covered Rate Increase
-------------------------------------------------------------------------------------
From To
-------------------------------------------------------------------------------------
Year 2 First anniversary of the Day prior to second 5%
Lease Commencement Date anniversary of the
Lease Commencement Date
Year 3 Second anniversary of the Day prior to third 5%
Lease Commencement Date anniversary of the
Lease Commencement Date
Year 4 Third anniversary of the Day prior to fourth 9%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 5 Fourth anniversary of the Day prior to fifth 9%
Lease Commencement Date anniversary of the Lease
Commencement Date
The monthly rent due for the year commencing on the fifth
anniversary of the Lease Commencement Date up to the day prior
to the sixth anniversary of the Lease Commencement Date shall
be computed as follows: (i) in the event that the then
prevailing monthly market rental rate (computed per square
meter) of office units at the Makati Stock Exchange Building
is higher than the then prevailing monthly rental rate
(computed per square meter) of the Office Space, the monthly
rent at year 6 shall be equal to the lower of: (1) the then
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Memorandum of Agreement-PeopleSupport Lease
prevailing monthly market lease rate of office spaces at the
Makati Stock Exchange Building; or (2) the amount which is
equal to the then prevailing monthly lease rate for the Office
Space plus ten percent (10%) thereof; or (ii) in the event
that the then prevailing monthly market rental rate (computed
per square meter) of office units at the Makati Stock Exchange
Building is lower than the then prevailing monthly rental rate
(computed per square meter) of the Office Space, the monthly
rent shall be the higher of: (1) the then prevailing monthly
market lease rate of office spaces at the Makati Stock
Exchange Building; or (2) the amount which is equal to the
then prevailing lease rate for the Leased Premises less ten
percent (10%) thereof. For this purpose, not later than sixty
(60) days prior to the fifth anniversary of the Lease
Commencement Date, the Parties shall appoint a mutually
acceptable independent property consultant to determine the
prevailing market lease rate of office spaces at the Makati
Stock Exchange Building.
The monthly rental rate for the remainder of the Lease Term
shall be increased at the following rates per annum over the
then-prevailing monthly rental rate:
Period Covered Rate Increase
----------------------------------------------------------------------------------------
From To
----------------------------------------------------------------------------------------
Year 7 Sixth anniversary of the Day prior to the seventh 5%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 8 Seventh anniversary of the Day prior to the eight 5%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 9 Eighth anniversary of the Day prior to the ninth 9%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 10 Ninth anniversary of the Expiration of the Lease 9%
Lease Commencement Date Term
(d) For the duration of the Lease Term, PEOPLESUPPORT shall be
allowed to utilize the ground floor lobby (with an area of
approximately 247.5 square meters) and the storage space at
the 2nd floor (with an area of approximately 168.91 square
meters), of the Building; provided, however, that in the event
of pre-termination by PEOPLESUPPORT of the lease of the Office
Space on the ground floor of the Building, PEOPLESUPPORT shall
no longer be allowed to utilize the ground floor lobby and the
storage space. No additional rent shall be chargeable for the
use of such space.
(e) For the duration of the Lease Term, PEOPLESUPPORT shall lease
the Office Parking Slots designated in Annex B (the Office
Space and the Office Parking Slots are collectively referred,
to as the "LEASED
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Memorandum of Agreement-PeopleSupport Lease
PREMISES"). In consideration of its lease of the Office
Parking Slots, PEOPLESUPPORT shall pay a monthly rental of
[Php]1,900.00 for each parking slot per month, or an aggregate
amount of [Php]279,300.00 per month during the first year of
the Lease Term. The monthly rental for the Office Parking
Slots shall be paid and liquidated in the same manner as the
monthly rental for the Office Space as provided in the
Contract of Lease. The monthly rental rate herein stated shall
be subject to an annual escalation at the rate of 5%.
(f) Beginning on the Lease Commencement Date, and in addition to
the payment of rental and other amounts due under the Contract
of Lease, PEOPLESUPPORT shall pay to ALI on or before the date
specified in the statement of account, the monthly common area
charges, which shall be at a monthly rate based on the area of
the Office Space. The common area charges for the first year
of the Lease Term shall be [Php]68.00 per square meter of the
Office Space per month. The rate or the amount of common area
charges shall be increased annually at the rate of 9% per
annum over the current monthly rate of common area charges.
(g) Beginning on Lease Commencement Date, the LESSEE shall pay for
the cost of water consumption in the Leased Premises and in
the comfort rooms in the Building designated for the exclusive
use of PEOPLESUPPORT, its clients, guests, customers or
employees (i.e., the comfort rooms in the ground, second,
third, fourth and fifth floors) at a monthly rate per square
meter of the Leased Premises as provided in the Contract of
Lease.
(h) PEOPLESUPPORT shall pay and discharge all charges for
supplying electrical power to the Leased Premises at the same
rates charged by the Manila Electric Company to its
concessionaires (as may be adjusted from time to time) based
on the number of kilowatts consumed by the Leased Premises as
evidenced by the sub-meter separately provided by
PEOPLESUPPORT for electric consumption within the Leased
Premises. Xxxxxxxx for electric consumption shall be sent to
PEOPLESUPPORT on a monthly basis.
(i) PEOPLESUPPORT shall reimburse ALI for the actual out-of-pocket
cost of providing additional pest control services for the
Leased Premises when such services may be warranted in ALI's
opinion; provided, that the need for such additional pest
control services is not attributable to the acts or omissions
of persons other than PEOPLESUPPORT, its employees, agents,
representatives, customers, clients and guests
(j) PEOPLESUPPORT shall pay and discharge all charges for
supplying emergency power to the Leased Premises, the need for
which arises due to occurrences beyond ALI's control, at a
reasonable rate to be determined by ALI. Such rate may be
adjusted as and when the cost of diesel fuel increases.
Xxxxxxxx and all supporting records of
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Memorandum of Agreement-PeopleSupport Lease
emergency power consumption shall be sent to PEOPLESUPPORT on
a monthly basis.
(k) PEOPLESUPPORT shall pay and discharge all deposits and charges
for telephone, facsimile, telecommunications and other public
services or utilities consumed or supplied to the Leased
Premises; provided that with respect to the public utilities
and services covered by the previous sections, the liability
of PEOPLESUPPORT with respect to the supply and consumption of
these services shall be respectively governed by these
sections or by the Contract of Lease.
(l) Beginning on Lease Commencement Date, PEOPLESUPPORT shall be
responsible for the maintenance and cleaning of all the
restrooms located in the ground, second, third, fourth, and
fifth floors of the Building, which are exclusively dedicated
to the use of PEOPLESUPPORT, its employees, representatives,
agents and guests. For this purpose, PEOPLESUPPORT shall
require the regular cleaning thereof at least four (4) times
for every regular eight (8) hour shifts; and shall maintain
the finish of the walls, normal wear and tear excepted.
(m) On or before the due dates specified in this MOA and in the
Contract of Lease, PEOPLESUPPORT shall pay advance rent in the
amount of [Php]18,643,650.00 for the Office Space and
[Php]837,900.00 for the Office Parking Slots for the first
year of the Lease Term. The amount of advance rental shall at
all times be maintained at an amount equivalent to three (3)
months' rent at the prevailing rates, and shall be increased
correspondingly as the rental rates increase. This payment
shall be applied against the rent due for the last three (3)
months of the Lease Term.
(n) On or before the due dates specified in this MOA and in the
Contract of Lease, PEOPLESUPPORT shall provide ALI with a
security deposit to be paid in cash or in check in an amount
equivalent to three (3) months' rental for the Leased Premises
to answer and stand as security for the proper and due
performance of all of PEOPLESUPPORT's obligations under the
Contract of Lease (the "SECURITY DEPOSIT"). The Security
Deposit shall be in the amount of [Php]18,643,650.00 for the
Office Space and [Php]837,900.00 for the Office Parking Slots
for the duration of the lease. The Security Deposit shall
remain fixed and shall not be subject to escalation for the
duration of the Lease Term.
The Security Deposit shall be returned to PEOPLESUPPORT,
without interest, within two (2) months from the date
PEOPLESUPPORT has completely and satisfactorily vacated and
delivered the Leased Premises to ALI, less whatever amounts
PEOPLESUPPORT may owe ALI or which ALI may apply against the
Security Deposit as provided under the Contract of Lease. ALI
shall, notwithstanding the return of the Leased Premises to
ALI by PEOPLESUPPORT, have the right to withhold any portion
of the Security Deposit until ALI shall have
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Memorandum of Agreement-PeopleSupport Lease
received statements of account from utility companies
supplying telephone, water, electric power or public utility
services to the Leased Premises, covering the period ending on
the date PEOPLESUPPORT shall have completely vacated and
delivered the Leased Premises to ALI. The amount withheld
shall answer for the payment of such statements of account and
the balance thereof remaining with ALI, after such payment,
shall be returned to PEOPLESUPPORT without interest. Likewise,
should PEOPLESUPPORT have any other obligation which remains
due and unpaid under any other contract with ALI, ALI shall
have the right to apply the amount of these unpaid obligations
against the Security Deposit in settlement thereto upon the
termination of the lease.
The Security Deposit shall be forfeited in favor of ALI upon
the occurrence of the events enumerated in the Contract of
Lease for the forfeiture of the additional security.
(o) Beginning on the Lease Commencement Date, and in addition to
the payment of rental and other amounts due hereunder,
PEOPLESUPPORT shall pay to ALI the cost of providing
air-conditioning for the Office Space. The air-conditioning
charges shall be at a monthly rate per square meter of the
leasable area occupied by the Office Space. For the first year
of the lease, PEOPLESUPPORT shall be liable to pay
air-conditioning charges in the amount of [Php]98.00 per
square meter of the Office Space per month. The rate or the
amount of air-conditioning charges shall be increased
periodically by either (i) an increase in utility/service
charges imposed by the Manila Electric Company or any
successor company or service agency responsible for providing
or supplying the utility or service to the Leased Premises, or
(ii) annually at the rate of 5% per annum over the current
monthly rate of air-conditioning charges, whichever amount is
higher. It is agreed that ALI shall provide PEOPLESUPPORT with
the option to shut off the air-conditioning per floor
depending on the demands of PEOPLESUPPORT; provided that
PEOPLESUPPORT shall give prior notice to ALI of the need to
shut off the airconditioning.
The Office Space shall be supplied with air-conditioning 24
hours a day, seven (7) days a week with a maximum
air-conditioning system capacity of 940 tons of refrigeration;
provided that, in compliance with PEOPLESUPPORT's
requirements, the air-conditioning system shall be running at
79% capacity, which is equivalent to 743 tons of refrigeration
("TR"), from 8 a.m. of any day to 6 p.m. of the same day.
(p) PEOPLESUPPORT may sub-lease all or any part of the Leased
Premises; provided that, prior to entering into any sub-lease
arrangement, PEOPLESUPPORT shall obtain ALI's prior written
consent, which consent shall not be unreasonably withheld or
delayed, for such sub-lessee and for the terms and conditions
for such sub-lease; provided further that, the contract of
sub-lease shall be subject to all
Page 12
Memorandum of Agreement-PeopleSupport Lease
the terms and conditions of the Contract of Lease and
PEOPLESUPPORT shall remain responsible for complying with and
ensuring the sub-lessee's compliance with the terms of the
Contract of Lease. In no case shall the use or occupancy of
the Leased Premises or any area covered by the sub-lease
contract be contrary to the use and occupancy of the Leased
Premises as required by the Contract of Lease, nor shall any
undertaking of any sub-lessee under a sub-lease contract
impair or be detrimental to the exercise by ALI of any of its
rights under the Contract of Lease. ALI reserves the right to
determine the need to execute, and once such determination has
been made, PEOPLESUPPORT shall so ensure the execution of, a
tripartite agreement among ALI, PEOPLESUPPORT and the
sub-lessee under which the sub-lessee shall have direct rental
obligations to ALI. ALI shall also determine the direct rental
to be paid to ALI by a sub-lessee and shall have the option to
require that the rent due from the sub-lessee be based on the
same rates applied to PEOPLESUPPORT or be determined on the
same basis specified hereunder. PEOPLESUPPORT undertakes to
inform its sub-lessees of all terms and conditions of the
Contract of Lease, including the necessity of a tripartite
agreement if so required by ALI. All sub-lease contracts shall
contain a reference to and shall not be inconsistent with the
Contract of Lease. Moreover, PEOPLESUPPORT shall stipulate in
all of its sub-lease contracts the right of ALI to require
PEOPLESUPPORT to cancel the sub-lease and/or tripartite
agreement without need of any court action in the event of
breach of the terms and conditions of the sub-lease and
Contract of Lease.
PEOPLESUPPORT shall have the right to sub-lease any portion of
the Leased Premises to any of its affiliate companies without
need for obtaining ALI's written consent; provided that, prior
written notice is given to ALI of such sub-lease arrangement;
provided further that, all other terms and conditions as
provided in the immediately preceding paragraph shall apply to
the sub-lease to PEOPLESUPPORT's affiliate company.
In addition, PEOPLESUPPORT shall have the right to allow the
use, by any affiliate company of PEOPLESUPPORT, of the Leased
Premises without need for the Parties to enter into a
sub-lease arrangement; provided that, prior written notice is
given to ALI of such intent to allow use by PEOPLESUPPORT's
affiliate company.
For this purpose, "affiliate" means any corporation,
partnership or other form of association which is (i) owned or
Controlled, directly or indirectly, by PEOPLESUPPORT, or (ii)
directly or indirectly Controlling PEOPLESUPPORT, or (iii)
Controlled by or under Common Control, directly or indirectly,
with PEOPLESUPPORT. In turn, "Control" (including with
correlative meanings, the terms "Controlling", "Controlled by"
and "under Common Control") means the power to direct or cause
the direction of the management and policies of any
corporation, partnership or other form of association,
Page 13
Memorandum of Agreement-PeopleSupport Lease
whether through the ownership of voting stock or by contract
or otherwise.
(q) The provisions of this MOA governing the option to extend the
Lease Term under Section 2.4 shall be adopted in the Contract
of Lease.
(r) In no event shall PEOPLESUPPORT pre-terminate the lease for
the period from the Lease Commencement Date up to the day
prior to the third anniversary of the Lease Commencement Date.
Commencing on the third anniversary of the Lease Commencement
Date, PEOPLESUPPORT may pre-terminate the lease subject to the
occurrence of all of the following conditions:
1. PEOPLESUPPORT shall provide ALI a written
notice of pre-termination at least nine (9)
months prior to the effective date of
termination;
2. PEOPLESUPPORT shall be liable for a penalty
in an amount equivalent to three (3) months'
rent based on the prevailing rate;
3. Prior to the pre-termination of the lease,
PEOPLESUPPORT shall have vacated all of the
other spaces leased by PEOPLESUPPORT in
Metro Manila; and
4. PEOPLESUPPORT shall not enter into any new
leases in Metro Manila within a period of
one (1) year after the effective date of
pre-termination of the lease; provided
that, PEOPLESUPPORT may only enter into a
new lease in Metro Manila within the said
period in the event that there is no
available office space for lease in the
Building.
Starting with the 6th year of the Lease Term, PEOPLESUPPORT
may pre-terminate the lease subject to the occurrence of all
of the following conditions:
1. PEOPLESUPPORT shall provide ALI a written
notice of pre-termination at least six (6)
months prior to the effective date of
termination; and
2. PEOPLESUPPORT shall be liable for a penalty
in an amount equivalent to three (3) months'
rent based on the prevailing rate.
In the event that the Parties agree to an extension of the
lease term, PEOPLESUPPORT may pre-terminate the lease at any
time during the
Page 14
Memorandum of Agreement-PeopleSupport Lease
extended Lease Term by providing ALI a written notice of
pre-teimination at least six (6) months prior to the effective
date of termination of the Contract of Lease. ALI shall
likewise have the right to pre-terminate the lease during the
extended Lease Term by providing PEOPLESUPPORT written notice
of pre-termination at least twenty four (24) months prior to
the effective date of termination, only on the following
grounds: (1) ALI shall decide to demolish the Building (or any
portion thereof) and establish a new structure on the Site, or
(2) ALI shall decide to sell the Site; provided that, in the
event that ALI shall have obtained a firm offer to buy the
Site from a third party, PEOPLESUPPORT shall be given the
right of first refusal on the same; provided further, that,
the terms of the right of first refusal shall be agreed upon
by the Parties. In the event that ALI is not able to sell the
Site before the effective date of termination of the Contract
of Lease, the Parties shall discuss and negotiate on the
possibility of extending the lease further on a year-to-year
basis, subject to the same terms and conditions as the
Contract of Lease.
In the event of pre-termination by PEOPLESUPPORT of the lease
over the Office Space or a portion thereof, ALI shall be free
to lease the Office Space or any portion thereof the lease of
which has been vacated by PEOPLESUPPORT to any prospective
tenant, provided however, that in the event that PEOPLESUPPORT
shall pre-terminate the lease over only a portion of the
Office Space, ALI shall not lease the portion vacated by
PEOPLESUPPORT to those enumerated in the list attached hereto
as ANNEX C while PEOPLESUPPORT continues to occupy any portion
of the Office Space as tenant. It is understood by the Parties
that the list in Annex C may be updated or amended by
PEOPLESUPPORT from time to time, by providing prior written
notice to ALI of any such update or amendment. In the event of
pre-termination by PEOPLESUPPORT of the Contract of Lease over
the entire Office Space, ALI shall be free to lease the Office
Space to any prospective tenant, without any prohibition.
(s) Notwithstanding the provision on pre-termination in Section
2.3(r) above, commencing on the third anniversary of the Lease
Commencement Date, in the event of a downturn in the operation
of PEOPLESUPPORT, it shall be entitled to partially reduce the
area of the Leased Premises by floors subject to the same
conditions as specified in Section 2.3 (r), second paragraph,
governing the pre-termination of the lease commencing from the
third anniversary of the Contract of Lease.
(t) If the Leased Premises are totally destroyed or rendered
totally unfit for the use intended by PEOPLESUPPORT, without
any fault or omission of PEOPLESUPPORT, then either Party
shall have the right to rescind this Contract of Lease by
written notice sent to the other parry without need of any
judicial action, and all deposits and rentals paid for the
unexpired portion of the lease shall be returned to
PEOPLESUPPORT within a reasonable period, without interest.
Page 15
Memorandum of Agreement-PeopleSupport Lease
In the event of a partial destruction of the Leased Premises,
as mutually determined by the Parties, PEOPLESUPPORT may
choose between a proportional reduction of the rent and the
termination of the Contract of Lease.
It shall be the duty of ALI to repair at its expense, within a
reasonable time as agreed upon by the Parties, any damage to
the Leased Premises arising without the fault or omission of
PEOPLESUPPORT, and to render the same fit for the use intended
by PEOPLESUPPORT.
2.4 OPTION TO EXTEND LEASE TERM. At the beginning of the ninth year of the
Lease Term, ALI shall inform PEOPLESUPPORT in writing of whether or not
it shall grant PEOPLESUPPORT the option to extend the Lease Term for
another period of five (5) years. In turn, if PEOPLESUPPORT is granted
the option to extend the Lease Term, PEOPLESUPPORT shall inform ALI in
writing not less than six (6) months before the end of the initial
Lease Term whether or not PEOPLESUPPORT shall exercise its option to
extend the Lease Term by another period of five (5) years; provided
that, any extension of the Lease Term shall be under the same terms and
conditions as the Contract of Lease.
In the event that the Parties agree to extend the Lease Term for
another period of five (5) years, the Parties shall conduct a rent
review to determine the monthly rent due for the first year of the
renewed term; provided that the rent due for the first year of the
renewed term shall be based on the average prevailing market lease rate
of comparable ALI-owned buildings in Makati (e.g. Makati Stock Exchange
Building); provided further that any increase or decrease in the rent
due for the first year of the renewed term shall not exceed 10% of the
rent in the last year of the Lease Term; provided further that the
rental rate for the next four years of the renewed term shall be
increased at the following rates per annum over the then-prevailing
monthly rental rate:
Period Covered Rate Increase
--------------------------------------------------------------------------------------
From To
--------------------------------------------------------------------------------------
Year 12 Eleventh anniversary of the Day prior to the twelfth 5%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 13 Twelfth anniversary of the Day prior to the thirteenth 5%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 14 Thirteenth anniversary of the Day prior to the fourteenth 9%
Lease Commencement Date anniversary of the Lease
Commencement Date
Year 15 Fourteenth anniversary of the Expiration of the Lease 9%
Lease Commencement Date Term
Page 16
Memorandum of Agreement-PeopleSupport Lease
However, in the event that the monthly rent due for the last year of
the Lease Term based on the escalation rates herein specified is higher
by more than ten percent (10%) than the prevailing market monthly lease
rate of comparable ALI-owned buildings in Makati (e.g. Makati Stock
Exchange), as determined by an third-party property consultant
acceptable to both Parties, then the monthly rental rates for the
extended Lease Term shall be adjusted as follows:
Period Covered Rate Adjustment
--------------------------------------------------------------------------------------
From To
--------------------------------------------------------------------------------------
Year 11 Tenth anniversary of the Day prior to the Decrease by
Lease Commencement Date eleventh anniversary of 10%
the Lease Commencement
Date
Year 12 Eleventh anniversary of the Day prior to the Decrease by
Lease Commencement Date twelfth anniversary of 5%
the Lease Commencement Date
Year 13 Twelfth anniversary of the Day prior to the Increase by
Lease Commencement Date thirteenth anniversary 5%
of the Lease Commencement
Date
Year 14 Thirteenth anniversary of the Day prior to the Increase by
Lease Commencement Date fourteenth anniversary 9%
of the Lease Commencement
Date
Year 15 Fourteenth anniversary of Expiration of the Lease Increase by
the Lease Commencement Term 9%
Date
2.5 PAYMENTS. PEOPLESUPPORT shall pay ALI the following amounts on the
dates specified herein:
(a) The advance rent in an amount equivalent to three (3) months'
rent for both the Office Space and the Office Parking Slots,
based on the monthly rental rates prevailing for the first
year of the Lease Term, in the aggregate amounts of
[Php]18,643,650.00 for the Office Space and [Php]837,900.00
for the Office Parking Slots, shall be paid in three equal
installments as follows:
1. [Php]6,214,550.00 for the Office Space and
[Php]279,300.00 for the Office Parking Slots shall be
paid through a manager's check within seven (7) days
from the signing of this MOA;
2. [Php]6,214,550.00 for the Office Space and
[Php]279,300.00 for the Office Parking Slots shall be
paid upon the start of construction of the Building
which shall be the date of groundbreaking; provided
that ALI shall notify PEOPLESUPPORT in writing of the
date of
Page 17
Memorandum of Agreement-PeopleSupport Lease
groundbreaking and the due date for payment of the
second installment on the advance rental; and
3. [Php]6,214,550.00 for the Office Space and
[Php]279,300.00 for the Office Parking Slots shall be
paid in September 2004 or six (6) months from the
start of construction, whichever is earlier; provided
that ALI shall notify PEOPLESUPPORT in writing of the
date on which the third installment on the advance
rental shall be due.
The aggregate amount of the foregoing payments shall be
applied as rent for the last three (3) months of the Lease
Term.
The amount of advance rental shall at all times be maintained
at an amount equivalent to three (3) months' rent at the
prevailing rates, and shall be increased correspondingly as
the rental rates increase.
(b) The Security Deposit in an amount equivalent to three (3)
months' rent for both the Office Space and the Office Parking
Slot, based on the monthly rental rates prevailing for the
first year of the Lease Term, in the aggregate amounts of
[Php]18,643,650.00 for the Office Space and [Php]837,900.00
for the Office Parking Slots, shall be paid in three (3) equal
installments as follows:
1. [Php]6,214,550.00 for the Office Space and
[Php]279,300.00 for the Office Parking Slots shall be
paid upon turn-over of possession of the Office Space
but in no case earlier than April 15, 2005;
2. [Php]6,214,550.00 for the Office Space and
[Php]279,300.00 for the Office Parking Slots shall be
paid on May 15, 2005; and
3. [Php]6,214,550.00 for the Office Space and
[Php]279,300.00 for the Office Parking Slots shall be
paid on June 15, 2005.
The Security Deposit shall remain fixed and shall not be
subject to escalation for the duration of the Lease Term.
SECTION 3
TERMINATION
3.1 FAILURE TO COMPLETE CONSTRUCTION. In the event that ALI is unable to
complete the construction of the Building and turn over the Office
Space to PEOPLESUPPORT by April 15, 2005 due to causes directly
attributable to ALI or its designated Contractor (which shall, for the
avoidance of doubt, exclude events constituting force majeure, acts of
government and other events occurring during construction which are
beyond the control of ALI, or events not due to ALI's acts which cause
the non-compliance by ALI of its undertakings), PEOPLESUPPORT shall
have the right either to compel the
Page 18
Memorandum of Agreement-PeopleSupport Lease
performance by ALI to complete the construction of the Building or,
upon prior written notice to ALI, rescind this MOA and the Contract Of
Lease. In case of rescission of this MOA and the Contract of Lease to
be entered into by the Parties, by PEOPLESUPPORT, ALI shall have the
obligation to return to PEOPLESUPPORT any and all payments made by
PEOPLESUPPORT to ALI as of the date of rescission, without interest.
The foregoing paragraph and the right of PEOPLESUPPORT to rescind this
MOA and the Contract of Lease due to ALI's failure to complete the
construction of the Building by April 15, 2005 shall only apply when
all of the following conditions are met: (1) the Parties have agreed
upon, finalized and signed off on the project brief, user's
requirements and building design criteria not later than December 31,
2003; and (2) the Parties have agreed upon, finalized and signed off on
the design development plans and specifications not later than February
15, 2004.
In the event that PEOPLESUPPORT shall exercise its right to compel the
performance by ALI to complete the construction of the Building, the
effectivity date of the lease and the Lease Commencement Date shall be
deferred to a date agreed upon by the Parties.
In addition to the foregoing rights of PEOPLESUPPORT to seek a
rescission of the MOA and the Contract of Lease or to require specific
performance by ALI to complete the construction of the Building,
PEOPLESUPPORT shall be entitled to damages from ALI. It is agreed that
the liability of ALI for damages shall be limited to the payment by ALI
of the following amounts, at the option of ALI:
(a) The difference between the monthly rent agreed upon by the
Parties herein and the monthly rent actually paid by
PEOPLESUPPORT, both to be computed for the period commencing
on August 1, 2005 and ending on the date on which
PEOPLESUPPORT shall have completed the tenant fit-out on the
Office Space as provided in Section 1.3, subject to the
following conditions:
(i) ALI shall only be liable for such rate differential
for a period not exceeding six (6) months;
(ii) ALI shall only be liable for an amount not exceeding
[Php]4,637,290.50 per month; and
(iii) In any event, ALI's liability shall be limited to
[Php]27,823,743.00.
(b) To provide PEOPLESUPPORT with office space in a building of
similar class to the Building, in a location within Makati
City, with an area as may be required by PEOPLESUPPORT at that
time, which PEOPLESUPPORT may lease temporarily, subject to
such terms and conditions as may be agreed upon by the
Parties, provided that, in no event shall ALI be liable to pay
or assume rent and other charges for such office space for
more than [Php]4,637,290.50 per month for a period
Page 19
Memorandum of Agreement-PeopleSupport Lease
not exceeding six (6) months or a maximum total amount of
[Php]27,823,743.00.
In the event that ALI shall opt to provide PEOPLESUPPORT with
a substitute office space for temporary lease, the following
conditions shall apply:
(i) The temporary office space shall have an area as may
be required by PEOPLESUPPORT at that time;
(ii) PEOPLESUPPORT may lease and occupy the temporary
office space for the period commencing on August 1, 2005 and
ending on the date on which PEOPLESUPPORT shall have completed
the fit-out of the Office Space in the Building, as provided
in Section 1.3 hereof;
(iii) ALI and PEOPLESUPPORT shall jointly execute a
contract of lease for the temporary lease of this office space
with the relevant lessor; and
(iv) ALI's liability shall be limited to a maximum total
amount of [Php]27,823,743.00 or [Php]4,637,290.50 per
month for a period not exceeding six (6) months.
At least six (6) months before February 1, 2005, ALI shall notify
PEOPLESUPPORT in writing as to whether or not it shall be able to
complete the construction of the Building by April 15, 2005.
It is further agreed by the Parties that such limited liability shall
only apply to instances of failure to deliver the Building or the
Leased Premises that are not intentional. However, if it is proven that
such failure to deliver is intentional, ALI shall be liable for all
actual and consequent damages that PEOPLESUPPORT shall actually incur.
3.2 NON-COMPLIANCE WITH UNDERTAKINGS. The failure by PEOPLESUPPORT to
perform any of its undertakings under this MOA (other than due to force
majeure or events not due to PEOPLESUPPORT's acts or fault, or due to
events beyond the control of PEOPLESUPPORT) ALI shall have the right,
upon prior written notice to PEOPLESUPPORT, to rescind this Agreement.
In case of rescission of this Agreement by ALI, ALI shall forfeit in
its favor all payments made by PEOPLESUPPORT as of the date of
rescission, including the advance rental and Security Deposit.
SECTION 4
MISCELLANEOUS PROVISIONS
4.1 GOVERNING LAW AND VENUE OF SUIT. This MOA and the rights and
obligations of the Parties shall be governed by and construed in
accordance with the laws of the Republic of the Philippines. Any and
all actions or suits
Page 20
Memorandum of Agreement-PeopleSupport Lease
in connection with or arising from this MOA shall be filed with or
instituted in the proper court of Makati City, Metro Manila.
4.2 NOTICES. Notices to either Party shall be sent to the Party's address
as provided in the recitals of this Memorandum of Agreement, and to the
attention of the persons representing such Party in this Memorandum of
Agreement.
IN WITNESS WHEREOF, the parties have signed these presents on the date and in
the place first above written.
XXXXX LAND, INC.
By:
/s/ XXXXXXXXX X. XXXXXXXX III /s/ MA. XXXXXXXX X. XXXXXXXX
------------------------------ ------------------------------------
XXXXXXXXX X. XXXXXXXX III MA. XXXXXXXX X. XXXXXXXX
Attorneys-In-Fact
PEOPLESUPPORT (PHILIPPINES) INC.
By:
/s/ XXXXXXXX X. XXXXX
-------------------------------------
XXXXXXXX X. XXXXX
President
SIGNED IN THE PRESENCE OF:
/s/ XXXX X. XXXXXX /s/ [ILLEGIBLE]
--------------------- -------------------------------------
Page 21
Memorandum of Agreement-PeopleSupport Lease
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
MAKATI CITY, METRO MANILA ) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this ___
day of DEC 15 2003 personally appeared the following:
Name Community Tax Cert. No. Date/Place Issued
Xxxxx Land, Inc. 69781 1-9-03 / MAKATI CITY
represented by:
Xxxxxxxxx X. Xxxxxxxx XXX 00000000 0-00-00 / XXXXXX XXXX
Xx. Xxxxxxxx X. Xxxxxxxx 12252715 1-27-03 / MANILA
People Support (Phils.) Inc.
represented by: 14489061 04-03-03 / MAKATI
Xxxxxxxx X. Xxxxx
known to me and by me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary
act and deed, as well as that of the corporations represented therein.
WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place above written.
Doc. No. 175; /s/ XXXXXX X. XXXXXXXX - XXXXXXXX
Page No. 36; XXXXXX X. XXXXXXXX - XXXXXXXX
Book No. II; NOTARY PUBLIC
Series of 2003. UNTIL DECEMBER 31, 2004
PTR # 7621351A
ALI Legal/CBG/CBG-PeopleSupport-MOA-ExecutionCopy ISSUED JAN. 3, 2003
ISSUED AT MAKATI CITY
ANNEX A
LOCATION PLAN
[MAP]
ANNEX B
Page 1 of 8
PLANS AND SPECIFICATIONS
[GROUND FLOOR PLAN]
GROUND FLOOR PLAN
ANNEX B
Page 2 of 8
PLANS AND SPECIFICATIONS
[SECOND FLOOR PLAN]
SECOND FLOOR PLAN
ANNEX B
Page 3 of 8
PLANS AND SPECIFICATIONS
[TYPICAL 3RD - 5TH FLOOR PLAN]
TYPICAL 3RD-5TH FLOOR PLAN
ANNEX B
Page 4 of 8
PLANS AND SPECIFICATIONS
[PICTURE]
PERSPECTIVE
ANNEX B
PAGE 5 OF 8
PLANS AND SPECIFICATIONS
BUILDING SPECIFICATIONS
NUMBER OF FLOORS 5 levels
FLOOR TO FLOOR HEIGHT 4.0 m for Ground Floor
2.8 m for 2nd Floor
3.4 m for 3rd, 4th, and 5th floors
GROSS LEASABLE AREA 17,075.5 sm
OFFICE 15,805.5 sm
RETAIL 1,270.0 xx
XXXXX FLOOR PLATE 5,006 sm
BUILDING EFFICIENCY 88%
AMENITIES Retail Establishments
Provision for Executive Toilets/Tenant Pantry
Administration Office
CCTV Security System at Lobby
ARCHITECTURAL FINISHES
GROUND FLOOR EXTERIOR.
- Clear tempered glass for ground floor
doors and windows
INTERIOR.
- Gypsum ceiling boards with downlights
for main lobby
- Homogeneous Ceramic Tile flooring
TYPICAL FLOOR EXTERIOR.
- Textured Paint on Concrete exterior
finishes
- 6mm thk tempered glass on Powder Coated
Aluminum Frame Windows
ELEVATOR LOBBIES.
- Gypsum ceiling boards with downlights
- Homogeneous ceramic Tile flooring
TOILETS.
- Painted Gypsum ceiling boards with
downlights
- Glazed ceramic Tiles on walls and
unglazed ceramic Tiles on floors
- Modular toilet partitions
- Stone Counter top
ANNEX B
PAGE 6 OF 8
PLANS AND SPECIFICATIONS
STAIRS.
- Plain cement concrete with non-slip
nosing and painted G. I. handrail
LEASABLE UNITS WALLS.
- Plain Cement Finish/Gypsum Walls ready
to receive paint
FLOORS.
- Straight to Finish Cement Flooring
CEILINGS.
- Off-form Concrete Finish
TELECOMMUNICATIONS Telephone system with all data-grade category
5e wiring and conduiting from main
distribution frame to telephone terminal
cabinets on each floor
Chase and Telecom room provisions to allow for
three lease line providers
Telecommunication clean grounding
VERTICAL TRANSPORT 3 units elevator rated at 1,600 kg carrying
capacity at 1.50 m/s
VENTILATION/ Air-conditioned elevator lobbies, corridors,
AIRCONDITIONING admin offices, circulation areas
Centralized cooling tower and packaged
water-cooled units (pwcu) with main cooling
duct connections provisions(1)
460V power provision for air conditioning
equipment
Ventilation for common toilets, electrical
rooms, Utility rooms, garbage rooms, storage
rooms
Main kitchen exhaust duct risers For Ground
Floor Retail Spaces
Fire smoke exhaust and stair pressurization
systems
ANNEX B
PAGE 7 OF 8
PLANS AND SPECIFICATIONS
FIRE PROTECTION/ Automatic fire sprinkler system
LIFE SAFETY SYSTEM
Wet and Dry standpipe system
Fire storage tank of 90,000 gallons at the
utility area
Fire pumping system - fire and jockey pumps
Portable fire extinguishers
SECURITY SYSTEM CCTV security surveillance system
SANITARY AND PLUMBING MWSS Water source
Water distribution - 70,000 gallon water tank
and booster pumping system to distribute
domestic water to all floors including cooling
tower make-up water.
Water sub-meters
G.I. pipe, schedule 40, local cold water lines
Storm drainage system - cast iron drains with
brass strainers at roofs, decks, ledges and
PVC downspouts channeled to concrete drain
pipes for disposal to existing creek
PVC sewer horizontal pipes and soil stacks
sewage retention / holding tank of 105 cubic
meter capacity
Oil interceptor for genset and UPS rooms
Central grease tank for ground floor
restaurants
ANNEX B
PAGE 8 OF 8
PLANS AND SPECIFICATIONS
ELECTRICAL 2 units MECO 2 MVA(2) transformers
Electrical radial distributions provided from
electrical rooms
100% demand power back-up power provided by 2
units 1870 KVA water cooled diesel engine
generators
Lighting in elevator lobbies, admin offices,
toilet corridors, circulation areas, exterior
building areas
Fire alarm system with addressable smoke and
heat detection sensors connected to the smoke
exhaust system
Lightning protection system covering a radius
of 50 meters around the office tower apex
Grounding system available on each electrical
room per floor. Separate clean grounding for
telecommunications and computer systems
(1) PeopleSupport (Philippines) Inc. shall be responsible for the provision of
variable air volume (VAV) units, ductworks, and aircon booths for its Office
Space.
(2) For further verification.
ANNEX C
PAGE 1 OF 2
MAJOR COMPETITORS OF
PEOPLESUPPORT (PHILIPPINES) INC.
1. Acallade International
2. Accord Customer Care Solutions
3. Advanced Contact Solutions
4. AIG BPO
5. Ambergris Solutions
6. AOL
7. APAC
8. Asian Call Centres
9. BCD Pinpoint
10. CA Telemarketing
11. Call Asia
12. Client Logic
13. Contact World
14. ContactPoint Outbound Services, Inc.
15. Convergys
16. Customer Care Contact Center
17. Customer Contact Center
18. Cybercity Teleservices
19. Xxxxx
20. Easycall Communications Philippines
21. ENZI Corp
22. ePacific Global Contact Center
23. e-Performax
24. Epixstar
25. e-Telecare
26. Expercs Direct Communications
27. Galileo Asia
28. Global Technology Solutions
29. Globalstride
30. Xxxxx-Xxxxx
31. ICT
32. Immequire Philippines
33. Incoho Philippines
34. INFOnxx
35. iPeople
36. iTouchPoint
37. Link2Support
38. Pacific Connexion
39. Parlance Systems
40. Pilipinas Teleserv
ANNEX C
PAGE 2 OF 2
MAJOR COMPETITORS OF
PEOPLESUPPORT (PHILIPPINES) INC.
41. PRC
42. QInteraction
43. Reese Brothers
44. XXX
00. SC Reservations (Philippines), Inc.
46. Sitel
47. Six Continents
48. SMi Services (now SM e-Ventures)
49. Source One Asia
50. Stream
51. SVI Connect
52. Xxxxx Asia
53. Telephilippines
54. TeleTech
55. Vertex Solutions
56. Vision X Inc.
57. Vocativ Systems
58. West
59. Western Wats
60. ePLDT
