CONTRACT OF LEASE
EXHIBIT
10.1
CONTRACT
OF LEASE
KNOW
ALL
MEN BY THESE PRESENTS:
This
CONTRACT OF LEASE made and entered
into this 11th day of October, 2007 by and between:
AVERON
HOLDINGS CORPORATION, a corporation duly organized and existing under
and by virtue of the laws of the Philippines, with principal office address
at
Jaka 6780 Building, 6780 Xxxxx Avenue, Makati City, represented herein by its
Assistant Vice President & Senior Vice President, LODA C. PAPILLA
& XXXXXXX X. XXXXXXXXX (hereinafter referred to as the
LESSOR);
-
and
–
MBS
TEK CORPORATION, a corporation duly organized and existing under and by
virtue of the laws of the Philippines, with principal office address at the
0/X
Xxxxxxxxx Xxxx., Xxx Xxxx, Xxxxxx Xxx. Ext., Legaspi City 4500 and local address
at the 6/F RCC Center, Xxxx Blvd., Pasig City, represented herein by its
_______________, __________________, (hereinafter referred to as the
LESSEE);
-
W I T N E S S E T H: That -
WHEREAS,
the LESSOR is the true, lawful
and registered owner of the JAKA 6780 Building (the
"Building"), consisting of Fifteen (15) storeys with penthouse and basement,
situated at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx;
WHEREAS,
the LESSEE desires to lease a
portion of the Building and the LESSOR is willing to let the same to the
LESSEE;
NOW,
THEREFORE, for and in
consideration of the foregoing premises and the conditions and stipulations
hereinafter set forth, the LESSOR hereby leases unto the LESSEE the 5th Floor
of
the Building, described below, under the following terms and
conditions:
1. LEASED
PREMISES - The premises subject of this Contract (the
"Leased Premises") shall consist of a gross area
of 1,017 square meters, of the
5th Floor of the Building, as shown on the sketch
plan attached
hereto as Annex "A" and made an integral part hereof.
This
lease does not extend to the
exterior portion of the Leased Premises, nor to the corridors, passageways
or
hallways, lobbies and the like, around or adjacent to the Leased Premises,
and
the painting, posting or affixing of business signs, notices or advertising
media (if any be allowed by prior written consent of LESSOR) in the exterior
portions of the Leased Premises shall not be construed as permitting or
effecting an extension of this lease to such portions.
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2.
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TERM
OF LEASE - This Contract shall be for a period of three (3)
years, commencing on September 19, 2007 and
automatically terminated on September 18, 2010 subject to renewal
for
another three (3) years, upon such terms and conditions to be mutually
agreed upon by the parties. In case the LESSEE decides not to
renew the contract; it must inform the LESSOR in writing at least
sixty
(60) calendar days before expiry of the lease term. Should the
LESSEE holdover and remain in possession of the premises after
the expiration or its renewal or extension without the LESSOR’S consent,
such holdover or continuous possession shall not be deemed as a renewal
of
the lease, and the LESSEE shall be obliged to pay a monthly rent
equivalent to one hundred fifty percent (150%) of the basic rent
without
prejudice to any right of the LESSOR to file an ejectment suit to
compel
recovery of the premises and recover whatever damages it may suffer
because of unlawful detainer.
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No
interruption in the physical possession by the LESSEE for any reason shall
serve
to extend the term of this lease. The LESSOR shall be entitled to the immediate
recovery of the possession of the Leased Premises upon such automatic
termination, without the necessity of any previous notice or demand, or of
any
judicial action for ejectment or recession; provided, however, that the
continued possession by LESSEE of the Leased Premises for fifteen (15) calendar
days or more after the said automatic termination of this Contract shall never
be interpreted as implied renewal thereof, the provisions of Article 1670 of
the
new Civil Code to the contrary notwithstanding, and no matter how long LESSEE
may continue the illegal possession of the Leased Premises thereafter, LESSOR
shall always retain the right to eject LESSEE pursuant to the provisions of
Sections 38 (a) and 38 (b) herein-below, which sections shall continue to have
full force and effect; provided, finally, that if the LESSEE should persist
in
occupying the Leased Premises without any valid lease contract in writing after
the expiration or earlier termination of this Contract, then LESSEE shall be
liable to pay LESSOR such reasonable value for the use and enjoyment of said
Leased Premises as may be determined by LESSOR in its sole discretion, over
and
above any damages.
The
Parties agree that the Lessee shall be given a two (2) months rent-free fit
out
period which shall commence on July 19, 2007 until September 18, 2007, provided
that, utilities and Common Area Charges for this period shall be for the
exclusive account of the Lessee. Moreover, during the said
fit-out period, the LESSEE, its officers, employees, and agents are permitted
to
enter the Leased Premises for the purpose of renovating the same, provided
that
improvements to be made on the premises shall be subject to appropriate permits
and licenses and/or approvals by Landev Corporation as administrators of the
building.
3. PRE-TERMINATION
OF CONTRACT - Should the LESSEE wish to pre-terminate this
Contract of Lease for whatever reason, the LESSEE shall notify the LESSOR in
writing at least sixty (60) calendar days in advance of the
pre-termination date, and shall, simultaneous therewith, pay to the LESSOR
a
pre-termination penalty in an amount equivalent to one (1) month’s
rental.
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4.
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RENTAL
-For and in consideration of the use of the Leased Premises, the
LESSOR
requires the LESSEE and the latter hereby agree to pay monthly rental,
to
be paid to the LESSOR’s office address in advance and within the first
five (5) working days of the month. The basic monthly rental of FOUR
HUNDRED FIFTY-FIVE THOUSAND SIX HUNDRED SIXTEEN
PESOS & 00/100 (Php
455,616.00), Philippine Currency, inclusive of
12% VAT, Payment shall commence on the 1st
month of the
Lease Term and shall be covered by acceptable post dated checks to
be
issued by batches of twelve (12) checks each batch to be issue and
submitted on the last month of each year prior to the next year of
the
lease period, as follows:
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a.
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Eleven
(11) postdated checks for the first (1st)
year of the
lease period submitted upon signing of the lease
contract;
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b.
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Twelve
(12) postdated checks for the second (2nd)
year of the
lease period submitted on the tenth (10) month of the first (1st)
year of the
lease contract;
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c.
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Ten
(10) postdated checks for the third (3rd)
year of the
lease period submitted on the tenth (10) month of the second (2nd)
year of the
lease contract.
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The
amount of checks for the 2nd year shall
be
adjusted accordingly based on the applicable escalation rate for that
year. No rentals shall be recognized as having been paid unless
evidenced by an Official Receipt of the Lessor. Neither payment of
rentals made by the Lessee to unauthorized person are to be
recognized.
All
payments shall be made without the necessity of any previous demand or service
of a collector, it being understood that in case of default, any amount owing
shall automatically bear interest at the rate of two percent (2%) per month,
plus penalty of two percent (2%) per month computed from the due date until
fully paid, and in addition, LESSEE shall be liable to LESSOR for an additional
sum equivalent to twenty-five percent (25%) of the rentals due and unpaid as
attorney's fees in the event of litigation, without prejudice to the LESSOR's
right to terminate this Contract and to eject the LESSEE as hereinafter set
forth. Furthermore, and in addition to the foregoing, in the event
LESSEE incurs any delay in the payment of rentals for a period of thirty (30)
calendar days or more, the LESSOR shall be entitled to summarily cut off all
electricity, telephone, water and other utility services to the Leased
Premises.
The
LESSEE shall, upon the execution of
this Contract, make a deposit with the LESSOR in amount equivalent to three
(3)
months rental amounting to ONE MILLION THREE HUNDRED SIXTY-SIX THOUSAND
EIGHT HUNDRED FORTY-EIGHT PESOS & 00/100 (Php
1,366,848.00) Philippine Currency, inclusive of 12% VAT, as advance
rental. The said advance rental shall be applicable on the
first and the last months of the lease
term.
There
would be an escalation rate at ten percent (10%) per annum based on the
applicable monthly rental rates, which shall commence effective on the second
(2nd) year of
the lease term and every year thereafter
until the third (3rd)
year.
LEVEL PERIOD
OF
LEASE RATE/SQ.M. RENTAL
(VAT exclusive)
2007
-
2008 Php400.00/sq.m. Php406,800.00
/ month
2008
-
2009 Php440.00/sq.m. Php447,480.00
/ month
2009
-
2010 Php484.00/sq.m Php492,228.00
/ month
5. COMMON
AREA CHARGES - In addition to the rent, Lessee agrees to pay, once each
calendar month, its proportionate share of all cost and expenses of every kind
and nature as may be paid or incurred by Lessor during the term of this Lease
for the Common Areas, which shall include, but not be limited to, security
services, janitorial services, water and electrical charges and other utilities
and services for the Common Areas, right of way charges, management and
administrative services and expenses. Lessee’s share will be in
accordance with the schedule of Common Area Charges set forth
below.
P
100.00 / sq.m./ month or ONE HUNDRED ONE THOUSAND SEVEN HUNDRED
PESOS (P101,700.00)
As
the exigencies of the situation may
require, reasonable increase in Common Area Charges will be effected upon proper
notification of the parties.
6. SECURITY
DEPOSIT - The LESSEE shall, upon signing of this
Contract or conformity to the notice of approval whichever comes earlier, pay
the LESSOR an amount equivalent to three (3) months
rentals, amounting to ONE MILLION TWO HUNDRED TWENTY THOUSAND FOUR
HUNDRED PESOS & 00/100 (Php 1,220,400.00), Philippine Currency,
which deposit shall be considered and held by the LESSOR as security for the
full and faithful observance and performance by the LESSEE of all of the terms,
conditions and provisions of this Contract.
In
the
event of LESSEE's failure to comply with any of the terms and conditions of
this
Contract, the LESSOR may, at its option, appropriate and apply the said deposit
or a part thereof as may be necessary to compensate the LESSOR for whatever
expense, loss or damage it may sustain on account of such breach by the
LESSEE. The giving of a security deposit to guarantee the payment of
rentals falling due after date does not extinguish or novate the obligation
to
satisfy the same or impair the right of the LESSOR to terminate and/or to bring
an action for unlawful detainer. Should the entire deposit or any
part thereof be appropriated or applied by the LESSOR, whether for the payment
of rental in arrears or other sums due and payable to the LESSOR by the LESSEE
hereunder, then the LESSEE shall, upon written demand by the LESSOR, immediately
remit to the LESSOR such amount or amounts as will be sufficient to restore
the
said deposit to the sum required to be deposited hereunder, and the LESSEE'S
failure to do so within five (5) calendar days after receipt of such demand
shall constitute a breach of this Contract.
If
the LESSEE has fully and faithfully
complied with all of the terms, conditions and provisions hereunder, all utility
bills, common area and other charges accruing up to and when the LESSEE vacates
the leased premises, said security deposit or any remaining portion thereof
shall be returned to the LESSEE within sixty (60) calendar days after LESSEE
has
actually and permanently vacated the leased premises or until such time that
charges for utilities and common area expenses as well as other miscellaneous
charges have been determined and applied against the security
deposit. It is further understood that the deposit shall not earn any
interest whatsoever.
7. UTILITIES
- The
LESSEE shall pay for its own electricity, water, telephone, air conditioning,
telex and other utilities and facilities used by it in the Leased Premises
up to
the actual date when LESSEE vacates the Leased Premises, as and when billed
to
the LESSEE. Section 4, second paragraph shall also apply
herein.
Any
other amount required to be paid by
the LESSEE to the LESSOR hereunder shall, if unpaid on its due date, similarly
earn interest at the rate of two (2) percent per month starting from the date
of
default. Any amount advanced by the LESSOR for and in behalf of
LESSEE with the LESSEE's consent, or without such consent if the advance was
made by the LESSOR to protect its own interest, shall become due and demandable
within five (5) calendar days from the date LESSEE is notified in writing by
the
LESSOR of such amount advanced by the LESSOR, and shall also earn interest
at
the rate of two (2%) percent per month from such date until the said amount
is
fully paid and settled.
8. FACILITIES
AND/OR
SERVICES USED IN COMMON - The cost of maintenance of facilities and/or
services used in common by the LESSEES of the Building such as canteen,
hallways, comfort rooms, parking spaces and the like shall be borne by all
the
LESSEES using their respective proportionate share. Such services may
include, but not limited to, janitorial, maintenance, security, electrical,
plumbing and air-con maintenance. The provision of Section 4, second
paragraph, shall also apply herein.
9.
USE OF THE PREMISES - The Leased Premises shall be used
exclusively by the LESSEE for office purposes only. LESSEE shall not
divert the Leased Premises to any other use without the prior written consent
of
the LESSOR. It is expressly agreed that, if at any time during the
existence of this lease and without the previous written consent of the LESSOR,
the Leased Premises are used for any other purposes, the LESSOR shall have
the
absolute right to rescind this Contract in accordance with paragraph 38
hereof.
9.
A. FLOOR
LOAD - No portion of the Leased Premises shall be loaded in
excess of 45.5 kilos (100 pounds) per square foot at the ground floor, and
36.4
kilos (80 pounds) per square foot on the remaining floors, nor shall any safe
or
other articles in excess of 221 kilos (500 pounds) be placed in or removed
from
the Leased Premises without the prior written consent of LESSOR, which consent
shall not be unreasonably withheld, conditioned or delayed
9.
B. SHADES,
AWNINGS, SIGNS, ADVERTISEMENTS, ETC. - No shades,
awnings, blinds or window guards shall be installed or used in or about the
Leased Premises without the prior written consent of the LESSOR, nor shall
any
sign, advertisement or notice of any kind be inscribed, painted, affixed or
displayed on any of the windows, doors or any part of the outside of the Leased
Premises without the prior written consent of LESSOR first obtained, which
consent, however, shall not be unreasonably withheld.
Only
the LESSEES of ground floor office
spaces fronting the road, shall be entitled to inscribe, paint, affix or display
any such sign, advertisement or notice; provided, that such signs,
advertisements or notices are placed and limited within the area of the ground
floor of the Building.
10. CARE
OF EQUIPMENT AND THE LEASED PREMISES -
a)
Any breakdown in, damage to, or
non-operation of:
1. Elevators;
2. Emergency
power supply system and electrical control station;
3. Air
conditioning; and
4. Water
pumps;
occasioned
by the negligence and/or willful acts of the LESSEE, its employees and agents,
visitors or guests shall be chargeable to the account of the
LESSEE.
b)
The LESSEE shall, at its sole
expense, maintain the Leased Premises in a clean and sanitary condition, free
from obnoxious odors, disturbing noises, or other nuisances. Upon the
expiration or earlier termination of this lease, the LESSEE shall surrender
and
return the Leased Premises and all its fixtures in good condition, ordinary
wear
and tear excepted. Any injury or damage to the Leased Premises or the Building
or any part thereof, caused by LESSEE, its employees and agents, guests and
visitors, shall be repaired or replaced immediately by LESSEE at its own
expense; provided that, if the LESSEE should fail to do so, the LESSOR may,
at
its discretion, effect the repair and/or replacement and charge the cost thereof
to the LESSEE.
c)
The LESSEE shall take reasonable
precautions necessary to protect the interior of the Leased Premises against
damage by storm, typhoon or like threats. The LESSEE shall also see
to it that the Leased Premises are used in a manner that will not disturb the
peace and tranquility of the other tenants of the Building.
11. AIR-CONDITIONING -
The centralized air-conditioning facilities in the Floor where the Leased
Premises are located will be in operation from 8:00 A.M. to 5:00 P.M. from
Monday to Fridays (exclusive of holidays), and from 8:00 A.M. to 12:00 noon
on
Saturdays (also excluding holidays). The cost of maintenance of the
centralized air-conditioning facilities shall be borne by the Lessees of the
Building in proportion to their respective floor areas. In the event
the LESSEE requests and LESSOR grants the use of the air-conditioning facilities
beyond the regular hours aforestated, the LESSEE shall answer for the additional
electricity consumption and cost of additional usage and maintenance of the
facilities as billed by LESSOR; all such charges and costs shall be paid within
thirty (30) days from receipt of the LESSOR's billing.
12.A. OTHER
ELECTRICAL APPLIANCES - No additional air-conditioning units other than
the centralized air-conditioning system shall be allowed to be used or installed
in the Leased Premises without the written consent of the LESSOR, which consent
shall not be unreasonably withheld, conditioned or delayed.. Except
for the usual electrical office equipment or appliances such as electric
typewriters, computers, calculators, photocopying machines, mimeographing
machines, telex or fax machines, small refrigerator and small coffee maker,
no
other electrical equipment or appliance shall be installed or used in the Leased
Premises without the prior written consent of the LESSOR. The use of
gas/electric stoves/ovens for the purpose of cooking food, heating of water
or
cooked food, beverages or other liquids is absolutely prohibited.
12.B. EXTRA
ELECTRICAL OUTLETS, ETC. - The installation of
additional electric, water, telephone and/or teletype connections in the Leased
Premises shall be for the account and expense of the LESSEE and may be made
only
after obtaining the written consent and approval of the LESSOR.
Uniform
standard electric fixtures
found in the Leased Premises at the commencement of the lease have been supplied
by the LESSOR; thereafter. any replacement thereof shall be at the expense
of
the LESSEE and with the prior written consent of the LESSOR which consent shall
not be unreasonably withheld, conditioned or delayed.
13. EMERGENCY
GENERATOR SET - The Building is provided with an emergency generator
set in case of power failure. Subject to the written approval of the
LESSOR, the LESSEE may avail the use of said generator set by tapping or
connecting its electrical devices with said generator set. The LESSEE
shall pay its corresponding proportionate consumption of electricity, including
the costs of installation and maintenance thereof, to the LESSOR.
The
emergency generator set facility shall be in operation from 8:00 A.M. to 5:00
PM
from Monday to Friday (exclusive of holidays), and from 8:00 A.M. to 12:00
noon
on Saturdays (also excluding holidays). In the event the LESSEE
desires to avail of said facility beyond the aforementioned regular hours,
the
LESSEE shall make special arrangements with the LESSOR for such extended
availment and inform the latter at least two (2) hours prior to the intended
time of extended use, subject to LESSOR's determination as to whether said
facility may be availed of to service the LESSEE'S requirement.
14. DISCLAIMER
OF
LIABILITY - The LESSOR shall not be held liable by the LESSEE in any
manner for the non-operation (due to breakdown or any other cause) of the
emergency generator set, elevators, water pump and/or other facilities of the
Building or the Leased Premises, nor for the failure of electricity or other
utilities due to causes beyond the control of LESSOR.
15. TRANSFER
OF
OWNERSHIP OF BUILDING– In the event ownership of the Leased Premises is
transferred to another person or entity, all the terms and conditions of this
Contract shall remain valid and subsisting and shall be binding on the
transferee. In such an event, the parties hereto agree to execute another
contract of lease for the remainder of the Lease Period or any extension or
renewal thereof, containing exactly the same terms and conditions as herein
contained, to be signed by the transferee of the Building and the
LESSEE.
16. AREAS
OF INGRESS/EGRESS - The external sidewalks, doorways, entries,
alleyways, passages, corridors, stairways, fire escapes and elevators and
lobbies of the Building shall not be obstructed nor used by the LESSEE for
any
other purpose than ingress to and egress from the Leased Premises or the
Building.
17. INFLAMMABLE
AND
EXPLOSIVE MATERIALS - The LESSEE shall not bring into or
store in the Leased Premises or the Building or any part thereof, any material
or thing that is inflammable or explosive in nature, nor install therein any
apparatus, machinery or equipment (except those which may ordinarily or
reasonably be used or needed by LESSEE in the pursuit of its business) which
may
cause obnoxious odors, pollution, tremors or noise or which may expose the
Leased Premises to fire or increase the fire hazard of the Building or which
may
tend to increase the insurance rate for the Building, or any other articles
which the LESSOR may reasonably prohibit, it being understood that should the
LESSEE violate this provision, it shall be answerable for all damages caused
thereby.
18. SUB-LEASE
OR
ASSIGNMENT OF LEASE - The LESSEE shall not directly or indirectly
sub-lease, or assign, transfer, convey or in any manner encumber his right
of
lease over the Leased Premises or any portion thereof under any circumstances
and in any form whatsoever; any contract that may be made, or transaction
entered into, in violation of this provision shall be null and
void. It is expressly understood and agreed by the parties that the
business reputation and financial capacity of the LESSEE as herein represented,
and the nature of the occupancy of the Leased Premises as above restricted
and
constituted, are special considerations and inducements for the granting of
this
lease contract by the LESSOR; consequently, any violation, direct or indirect,
of any of the stipulations hereof, including this provision on the prohibition
against sub-lease and assignment of lease, shall automatically and irrevocably
terminate this Contract of Lease from the time such violation occurs. The
LESSOR, however, has the absolute and unrestricted right to assign, transfer
or
otherwise convey its rights under this Contract in favor of any person,
affiliate or subsidiary.
19. JANITORIAL,
SECURITY AND OTHER SERVICES - Janitorial, maintenance,
security and/or other services in the Leased Premises exclusively used or
enjoyed by the LESSEE shall be the exclusive responsibility of, and for the
sole
and exclusive account of the LESSEE, who shall make the necessary arrangements
with and pay directly to the parties concerned. Facilities and/or
services used in common by Lessees of the Building shall be paid for by them
in
proportion to the areas leased by them. Such services may include,
but not limited to, janitorial, maintenance, security, electrical, plumbing
and
air-con maintenance.
20. TAXES,
LICENSES AND
PERMITS - The
LESSEE hereby agrees to pay all charges, taxes, assessments and impositions
which may, at any time during the lease period, be imposed or charged by the
governmental authority in respect of the operation of the LESSEE's business
on
the Leased Premises. The LESSEE shall obtain, in its own name,
all licenses and permits required for the operation of its
business.
In
addition, LESSEE shall be liable to
Value Added Tax on all payments made to the LESSOR except when the LESSEE is
exempted from Value Added Tax as attested to by a VAT-Exempt
Certificate.
21. GARBAGE
RECEPTACLES - The LESSEE shall provide itself, at
its own expense and cost, with receptacles which the Municipal Ordinances and
the Xxxxx Commercial Estate Association or its successors may require to hold
and contain waste matter, garbage and refuse and shall deposit them within
the
Leased Premises or at such places as may be designated by LESSOR. The
garbage fees assessable against the Building shall be paid by the LESSEES in
proportionate share.
22. INSURANCE -
The LESSEE shall be responsible for obtaining the appropriate insurance coverage
on its properties and improvements found or located within the Leased
Premises.
23. SECURITY
- LESSOR shall provide a 24-hour security detail to police the main
entrance(s)
and exit(s) of the Building, but LESSOR shall not in any manner be held
accountable or liable for any loss or damage that may be suffered by the LESSEE
in or about the Leased Premises or any part of the Building due to theft,
robbery, arson and other crimes. LESSEE may provide its own security
guards for its Leased Premises, but LESSEE shall give prior written notice
to
the Building Administrator of the assignment of such security guards, and
furnish such details and other information as may be reasonably
requested. The LESSEE shall cause its security guards
to (i) coordinate and cooperate fully with the LESSOR's security
detail at all times, and (ii) be subject to the overall supervision
and direction of the Building Administrator.
24. DESTRUCTION
OF
LEASED PREMISES - If the Leased Premises are destroyed in
whole or in substantial part by fire, earthquake or any other cause not
attributable to the acts of the LESSEE, its agents and employees, guests,
customers or visitors, then this lease shall ipso facto terminate, and LESSOR
shall have no further obligation to LESSEE except to return the unused portion
of the paid rent to the LESSEE within a reasonable period of time, and the
latter shall immediately vacate and surrender the Leased Premises to the
LESSOR. In case of minor damage to the Leased Premises due to fire,
earthquake or any other cause not attributable to the acts of the LESSEE, its
employees, guests, customers or visitors, the LESSOR shall undertake expeditious
repairs of such damage.
25. EXPROPRIATION
-
In the event that expropriation proceedings involving or affecting the Leased
Premises or the Building are instituted during the period of this lease by
any
instrumentality of the Government or by any other entity with authority to
exercise such power, either party may rescind this Contract should the Leased
Premises become no longer useful for the purposes of this lease, upon giving
the
other party thirty (30) calendar days' prior written notice
thereof. In case of such expropriation, the LESSEE hereby
unconditionally and irrevocably relieves and releases the LESSOR from any and
all liability under this Contract, without prejudice to whatever recourse the
LESSEE may have against the expropriating entity on account of damage done
or
caused to it or its properties.
26. DISTURBANCE
OF
POSSESSION - Disturbance or discontinuance of the LESSEE's possession
of the Leased Premises due to causes beyond the reasonable control of the LESSOR
shall confer no right of any kind to the LESSEE as against the
LESSOR.
27.
STRIKES,
LOCKOUTS AND OTHER
LABOR DISPUTES - In the event that, as a result of labor disputes or
activities involving the LESSEE or arising in anyway from the conduct of
LESSEE's business, a picket line is established upon the Leased Premises or
in
the vicinity thereof, or there is any other activity which, in the judgment
of
the LESSOR, interferes with or affects the operations of the LESSOR and the
other lessees, the LESSOR may terminate this Contract by advance written notice
to the other party. Any extra security services contracted by the
LESSOR by reason of such occurrence(s) shall be for the account of the
LESSEE.
28. ABANDONMENT
OF
LEASED PREMISES - In case the Leased Premises shall be
abandoned, deserted or vacated before the expiration of this lease, or any
of
the terms and stipulations hereof be violated, the LESSOR shall have the right
to enter the same as the agent or attorney-in-fact of the LESSEE, and the LESSOR
shall furthermore have the option to relet the same to any other party without
prejudice to any right of action against the LESSEE.
29. RENOVATIONS,
ALTERATIONS, ADDITIONS, OR IMPROVEMENTS - The LESSEE shall
not make or introduce any alterations, renovations, improvements or additions
to
the Leased Premises or to the Building without first securing the prior written
consent of LESSOR. LESSOR, however, has the absolute and unqualified
right to refuse any request of LESSEE to make or introduce such alterations,
renovations, additions or improvements as do not meet the specifications of,
or
are otherwise unacceptable to the LESSOR. However, the prior consent
of the LESSOR shall not relieve the LESSEE from the responsibility of obtaining
the relevant permit from the appropriate governmental authorities; neither
will
it relieve the LESSEE from full compliance with all Building or Fire Codes
and
Regulations. All expenses for any permit and government inspection
fee shall be for the LESSEE's own account. The LESSOR shall have the
right to inspect the work during and after completion thereof to assure such
compliance.
Upon
the
expiry or earlier termination of this Contract, all fixed and permanent
improvements introduced or made on the Leased Premises by the LESSEE shall
inure
to the benefit of, and become the property of the LESSOR without any need to
reimburse the cost thereof to the LESSEE. All apparatus, fixtures and
equipment as well as constructions, shelving, and the like, which are not
permanently attached to the Leased Premises or to the Building and which may
be
removed without damage to the Leased Premises or the Building or any part
thereof, shall remain the property of the LESSEE, to be removed from the Leased
Premises upon the expiration or earlier termination of this Contract, without
prejudice to LESSOR's right of retention to defray any and all damage, loss
or
expense caused by or unpaid rent due from LESSEE.
30. REPAIRS
AND
MAINTENANCE - LESSEE shall, at its own expense, maintain the Leased
Premises in good order and condition. All expenses for replacement of
electrical bulbs and for the repair of locks, electrical switches and all other
items included in the Leased Premises, except for damages resulting from
structural defects in the Building, shall be for the account of the
LESSEE. When the Leased Premises are returned, these items must be
intact and in good working condition.
Breakage
of glass materials or other
breakable items within the Leased Premises caused by the fault or negligence
of
LESSEE, its agents, employees, guests or visitors, shall likewise be for the
account of and be paid for by the LESSEE.
Existing
electric, plumbing or other
service installations in the Leased Premises and the Building shall not be
tampered with, changed, altered or new installations made without the LESSEE
first securing the prior written consent of LESSOR.
Damage
to any part of the Leased
Premises or the Building which may be caused through the malicious or negligent
acts of the LESSEE, its employees, agents, guests or visitors or by persons
for
whose acts LESSEE is responsible, shall be the liability of and be paid for
by
the LESSEE. The repair of the damages caused shall be undertaken by
LESSEE thru qualified and/or licensed workmen or contractors at LESSEE's
expense, and in case of failure of LESSEE to undertake immediately such repairs
or restoration, the same may be effected by LESSOR and all expenses incurred
therefor shall be charged against and paid by LESSEE within five (5) calendar
days from written demand for payment by LESSOR.
31. ACCESS
FOR
REPAIRS, ETC. - The LESSEE shall, at all times,
provide the LESSOR and its employees, agents and representatives unhampered
access to the Leased Premises for the purpose of carrying out repairs,
maintenance, renovation or repainting works, or of undertaking all works
necessary or useful for the preservation, conservation or decoration of the
Building or any part thereof. No compensation or claim shall be
allowed against the LESSOR by reason of any inconvenience, annoyance or injury
to the LESSEE'S business that may arise by virtue of the LESSOR undertaking
any
work covered by this provision.
32. INSPECTION
OF
PREMISES - The LESSOR's agents and representatives shall have the right
to enter the Leased Premises at all reasonable hours to inspect and examine
the
same, or at any time whenever necessary, such as in cases of fire or other
emergencies, for the operation, maintenance and/or protection of the Building
or
its installations, and during the last six (6) months of the lease, to exhibit
the Leased Premises to prospective tenants.
33.
RULES,
REGULATIONS,
ETC. - The LESSEE shall at all times comply with,
and shall cause its agents, employees, visitors and guests to likewise comply
with, all rules and regulations which may be promulgated from time to time
by
the LESSOR or the Building Administrator, and with all the statutes, laws,
ordinances, rules and regulations promulgated by the duly constituted
authorities of the local or National Government relating to the use, occupancy,
safety and sanitation of the Leased Premises and of the Building.
34. COMPLIANCE
WITH
LAWS - In the conduct of its business, the LESSEE shall
comply with all laws, decrees, ordinances, rules and regulations promulgated
by
the Government of the Republic of the Philippines, its subdivisions, agencies
and instrumentalities and shall indemnify and render the LESSOR free from and
harmless against any claims, suits, damages or proceedings arising out of or
in
connection with any violation thereof.
35. LIABILITY
FOR
SUITS, ETC. - The LESSEE shall indemnify and hold
the LESSOR free from and harmless against any and all actions, suits, damages,
liabilities, claims, costs and expenses whatsoever arising out of or in
connection with the non-compliance by the LESSEE or any of its agents,
employees, guests or customers with the applicable statutes, laws, ordinances,
rules and regulations referred to above.
36. LOSS,
INJURY OR DAMAGE TO THIRD PERSONS - The LESSEE hereby
assumes full and exclusive responsibility for any loss, injury or damage to
the
Leased Premises itself, the LESSEE, its employees, guests, visitors or other
individuals, and their respective properties, while remaining either casually
or
on business in any part of the Leased Premises from any cause whatsoever and
further binds itself to indemnify and hold the LESSOR free and harmless from
any
such claim for loss, injury or damage excepting only where such loss, injury
or
damage is due solely to the gross negligence or fault of the
LESSOR.
37. LESSOR
SHALL NOT
BE LIABLE NOR RESPONSIBLE -
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a)
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For
the presence of bugs, vermin, ants, termites and other insects, rodents
and pests, if any, in the Leased Premises; but the LESSEE is required
to
free the Leased Premises of their
presence;
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b)
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For
the failure of water supply, electric current and/or communications
systems as well as all other utilities and facilities in the Leased
Premises or the Building due to causes not within the LESSOR's reasonable
control;
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c)
|
For
any loss, injury or damage caused or occasioned by, or arising from
bursting or leaking of plumbing, gas, water and/or other pipes, or
air-
conditioning system, or the bursting, leaking destruction of any
cistern,
tank, wash stand, water closet, or waste pipe in, above, upon or
about the
Leased Premises;
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d)
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For
any loss, damage or injury arising from the acts or negligence of
LESSEE
or its agents, employees, representatives or any and all other
persons.
|
38. TERMINATION
OF
LEASE - The LESSEE agrees to promptly and peaceably return
and surrender the Leased Premises at the expiration of the term of this lease
or
its earlier termination, as the case may be, in as good condition as reasonable
wear and tear will permit and without any delay whatsoever, devoid of all
occupants, furniture, articles and effects of any kind other than such
properties, alterations, installations, additions or improvements, ownership
over which accrues in favor of the LESSOR in accordance with the provisions
of
this Contract, without prejudice to LESSOR's right of retention to defray any
and all damages caused by or unpaid rent due from LESSEE.
39. NO
WAIVER - The failure of the LESSOR to insist upon a strict performance
of any of the terms, conditions, stipulations and covenants hereof shall not
be
deemed a relinquishment or waiver of any right or remedy that LESSOR may have
nor shall it be construed as a waiver of any subsequent breach or default of
the
terms, conditions, stipulations and covenants hereof which shall continue to
be
in full force and effect. No waiver by the LESSOR of any rights under
this Contract shall be deemed to have been made unless expressed in writing
and
signed by the LESSOR.
All
remedies granted to the LESSOR
under this Contract or elsewhere shall be deemed cumulative and
non-exclusive.
40. BREACH
OR
DEFAULT - (a) The LESSEE agrees that all the
stipulations herein shall be deemed essential conditions hereof, and that if
default or breach be made of any such conditions, the LESSOR shall have the
absolute and unrestricted right to terminate and cancel this Contract upon
five
(5) calendar days' written notice delivered at the Leased Premises or posted
on
the main door thereof, and in such event, the LESSEE hereby irrevocably empowers
LESSOR, its authorized agents, employees and/or representatives as the LESSEE's
duly authorized attorneys-in-fact, even after the termination, expiration or
cancellation of this Contract, with full powers and authority to open, enter,
repossess, secure, enclose, fence or otherwise take full and complete physical
possession and control of the Leased Premises and all its contents without
resorting to court action and/or to summarily disconnect electrical, water,
telephone and other utility services to the Leased Premises; LESSEE further
agrees to pay the LESSOR the proportional rent, utilities and common area
expenses until such time the LESSEE actually vacates the Leased Premises
regardless of the date of termination of this Contract by the
LESSOR.
LESSEE
furthermore irrevocably empowers
LESSOR, its authorized agents, employees and representatives to take inventory
and possession of whatever equipment, furniture, fixtures, articles,
merchandise, etc. found in the Leased Premises belonging to LESSEE and to place
the same in LESSOR's custody for safekeeping, charging the LESSEE the
corresponding storage fees therefor; that in case LESSEE fails to claim said
items from storage, and simultaneously liquidate any liability with LESSOR
within fifteen (15) calendar days from date of said transfer to LESSOR's
custody, LESSOR is likewise hereby expressly authorized and empowered by LESSEE
to dispose of said property/ies in a public sale before a Notary Public of
LESSOR's choice and to apply the proceeds thereof to whatever liability and/or
indebtedness LESSEE may have to LESSOR plus reasonable expenses for the same,
including storage fees, and the balance if any, shall be turned over to
LESSEE.
LESSEE
hereby expressly agrees that any
or all acts performed by LESSOR, its authorized agents, employees and/or
representatives under the provisions of this paragraph may not be the subject
of
any petition for a writ of preliminary prohibitory or mandatory injunction
in
court, and that LESSOR and/or authorized agents, employees and representatives
shall be free from any civil and/or criminal liability or responsibility
whatsoever therefor.
In
case this Contract is terminated or
cancelled, whether judicially or extra-judicially, by reason of any default
or
breach committed by the LESSEE, the said LESSEE shall be fully liable to the
LESSOR for the damages that is sustained by the latter, actual or consequential,
resulting from such default or termination.
(b)
JUDICIAL
RELIEF - Should the LESSOR be compelled to seek judicial
relief against the LESSEE, the latter shall, in addition to any other damages
that may be awarded to the LESSOR, pay an amount equivalent to 30% of the entire
amount claimed in the complaint, as and by way of attorney's fees, which amount
shall in no case be less than P 30,000.00, aside from the costs of litigation
and the expenses which the law entitles the LESSOR to recover from the
LESSEE.
41. CAPTIONS
- The
captions appearing in this Contract are inserted only as a matter of convenience
and for reference, and in no way define, limit or prescribe the scope and intent
of this Contract or any of the provisions hereof.
42 SEPARABILITY
- The invalidity or unenforceability of any provision hereof shall not affect
or
impair the other provisions which otherwise can be given full force and
effect.
43. ENTIRE
AGREEMENT - This Contract constitutes the complete and
exclusive statement of the terms and conditions of the Contract of Lease between
the parties with respect to the subject matter referred to herein. No
statement or agreement, oral or written, made prior to the execution hereof,
and
no prior conduct or practice of either party shall vary or modify the written
terms and conditions set forth in this Contract. No alterations,
additions or variations of the terms and conditions of this Contract shall
be
valid unless made in writing and signed by both parties hereto.
44. NOTICES
- ALL notices or demands of any kind of which LESSOR may be required or may
desire to serve on LESSEE under the terms of this lease may be served (as an
alternative to personal service) by submitting a copy of such demand or notice
or by mailing a copy thereof to the Leased Premises. Service shall be
deemed complete at the time of the leaving of such notice as aforesaid or within
five (5) calendar days from mailing of same. All notices from LESSEE
to LESSOR may be served on LESSOR at Jaka 6780 Building Administration Office
or
at such other address as LESSOR may in writing designate to LESSEE.
45. VENUES
- Venue of all actions, arising from or in connection with this Contract shall
be the proper courts of Makati City, all other venues being expressly
waived.
46. BUILDING
ADMINISTRATOR - The LESSEE hereby recognizes the authority
of the LESSOR to designate LANDEV CORPORATION, as Property Manager, who shall
act as the LESSOR's representative in all matters related to this Contract
of
Lease. The LESSEE further recognizes and acknowledges the authority
of LANDEV CORPORATION or its duly appointed Building Administrator in all
matters pertaining to this Contract.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
and
executed on the date and at the place first above written.
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AVERON
HOLDINGS CORPORATION
|
MBS
TEK Corporation
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(Lessor)
|
(Lessee)
|
By: /s/
Xxxxx X.
Papilla By: /s/
Xxxxxx X. Xxxxx
Xxxxx
X.
Papilla Xxxxxx X.
Xxxxx
Assistant
Vice
President VP,
Human Resources
/s/Xxxxxxx
X.
Xxxxxxxxx
XXXXXXX
X.
XXXXXXXXX
Senior
Vice President
Head
–
Asset management Disposition &
Remedial
Group
SIGNED
IN
THE PRESENCE OF:
_________________________ __________________________
ACKNOWLEDGMENT
REPUBLIC
OF THE PHILIPPINES )
MAKATI CITY
) S.S.
BEFORE
ME, the undersigned Notary
Public in and for Makati City this 11 day of October, 2007, personally
appeared:
Name Community
Tax
Certificate Date/Place
Issued
Xxxxx
X.
Xxxxx 01576129 1/12/07
- Manila
Xxxxxxx
X.
Xxxxxxxxx 04875172 3/07/07-
Manila
Xxxxxx
X.
Xxxxx 18353674 3/2/07–Quezon
Corporate
Certificate Date/Place
Issued
Averon
Holdings Corp.
MBS
TEK
Corp. 0620051467 07/01/05
– Mandaluyong City
known
to
me and to me known to be the persons who executed the foregoing instrument,
and
they acknowledged to me that the same is their own free and voluntary
act and deed.
This
instrument pertains to a Contract
of Lease covering the 1,017 square meters gross floor area of
the entire 5th Floor of JAKA 6780
Building and consists of ______ (__) pages,
including this page wherein this acknowledgment is written, as well as the
attached Annex "A", duly signed by the herein parties and their instrumental
witnesses.
WITNESS
MY HAND AND NOTARIAL SEAL on
the date and at the place first above written.
Doc.
No.
__52___:
Page
No.
__12___:
Book
No.
_xx____:
Series
of 2007
