EXHIBIT 10.9
AUTOMATED TECHNOLOGY (PHIL.) INC.
December 17, 2002
Stancrest Realty Corporation
00 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxx Xxxx
Xxxxxxxxx:
Re: Amendment to Contract of Lease
This is with reference to Amendment to Contract of Lease (the "Amendment") dated
December 17, 2002 entered into between Stancrest Realty Corporation as Lessor
and Automated Technology (Phil.) Inc. as Lessee, amending certain terms and
conditions of the Contract of Lease entered into between the parties dated 17
March 1996 and Supplement to Contract of Lease entered into between the parties
dated 11 January 2000.
We hereby confirm our understanding and agreement that, notwithstanding the
Amendment, the terms of the existing lease agreements (Contact of Lease dated 17
March 1996 and Supplement to Contract of Lease dated 11 January 2000) shall
remain unchanged for so long as any amounts owing to AML Trading Limited
pursuant to Clause 3.1 (c) of the Share Purchase Agreement dated December 20,
2002 in relation to the acquisition of all the shares of Gold Xxxx Limited,
Finetech International Limited, Mayon Capital Limited and Global Crown Limited
by Infiniti Solutions Pte Ltd shall remain unpaid. Upon full payment of the said
amounts owing to AML Trading Limited the lease rental rate agreed upon in the
Amendment of US$7.00 per square meter, adjusted by an automatic escalation rate
of twelve percent (12%) every two years from 1 January 2003, shall be in effect.
Please indicate your conformity to this letter by signing in the space provided
for below.
Very truly yours,
AUTOMATED TECHNOLOGY (PHIL.) INC.
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
XXXXXXX X. XXXXXXXXX CONFORME:
President /s/ Xxxx X. Xxxxxxx
-------------------
XXXX X. XXXXXXX for and in behalf
of Stancrest Realty Corporation
AMENDMENT TO CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This AMENDMENT TO CONTRACT OF LEASE, made and entered into this 17th day
of December, 2002 at the City of Manila, Philippines, by and between:
STANCREST REALTY CORPORATION., a corporation duly organized and
existing under and by virtue of the laws of the Philippine laws, with
offices at Km. 00 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxxxxxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxx, represented herein by its President, XXXX X. XXXXXXX, hereinafter
referred to as the 'LESSOR';
-and-
AUTOMATED TECHNOLOGY (PHIL.) INC., a corporation duly organized and
existing under and by virtue of the laws of the Philippine laws, with
office address at Light Industry & Science Park of the Philippines,
Cabuyao, Laguna, represented herein by its President, XXXXXXX X.
XXXXXXXXX, hereinafter referred to as the 'LESSEE';
WITNESSETH: THAT
WHEREAS, the LESSOR and the LESSEE entered into a Contract of Lease dated
27 March 1996, as heretofore modified and supplemented and in effect as at the
date hereof, (the 'ORIGINAL LEASE'), upon the terms of which the LESSOR leased
to the LESSEE a 2-storey industrial building with a total floor area of 10,000
square meters situated at the Light Industry & Science Park of the Philippines,
Cabuyao, Laguna built on land covered by Transfer Certificate of Title No.
T-356454 (the '2-STOREY BUILDING').
WHEREAS, on 11 January 2000, the LESSOR and the LESSEE entered into a
Supplement to Contract of Lease (the 'SUPPLEMENT'), upon the terms of which the
LESSOR further leased to the LESSEE a building annexed to the property covered
by the Original Lease which has a floor area of 9,573 square meters situated at
the Light Industry & Science Park of the Philippines, Cabuyao, Laguna built on
land covered by Transfer Certificates of Title No. T-356454 and T-383008 (the
'ANNEX BUILDING') under the same terms and conditions contained in the Original
Lease, except as to rental.
WHEREAS, the LESSOR and the LESSEE wish to further amend the terms and
conditions governing their lease relationship over the 2-storey building set out
in the Original Lease and the annex building, as set out in the Supplement.
NOW, THEREFORE, for and in consideration of the foregoing premises, the
parties have agreed to execute this Amendment to Lease Contract.
SECTION 1 APPLICABILITY OF THE ORIGINAL LEASE AND THE SUPPLEMENT
This Amendment to Contract of Lease shall be subject to all the terms and
conditions contained in the Original Lease and the Supplement referred to above
except as herein provided.
SECTION 2 TERM OF THE LEASE
THE LESSOR and the LESSEE agree that the term of the Original Lease and
the Supplement shall be amended and shall be for a period of twelve (12) years
(the 'TERM') commencing from the date of this Amendment to Contract of Lease.
If the lease is not renewed in writing by both parties upon the expiration of
the term and the LESSEE has no past due rentals and utility bills, the lease
shall be understood as running from month-to-month but the monthly rental shall
be correspondingly increased by ten percent (10%) on the monthly rent being paid
at the time of the expiration of this lease as provided in this contract subject
to termination by either party upon written notice given to the other at least
ninety (90) days prior to the effective date of such termination.
SECTION 3 RENTALS
Subject to Section 4 below, the LESSEE and the LESSOR have agreed that the
monthly rent shall be US$7.00 or its equivalent in Philippine Pesos at the Banco
de Oro Universal Bank Selling Rate at the time of payment per square meter of
the total floor area of the 2-storey Building and the total floor area of the
Annex Building, subject to an automatic escalation of twelve percent (12%) after
two (2) years from 1 January 2003 and every two (2) years thereafter without
need of prior notice by the LESSOR to that effect.
The LESSOR and the LESSEE agree that sixty (60) days before the expiry of
six (6) years of the Term, they shall appoint an independent third party valuer
to conduct a rental review on the 2-storey Building and the Annex Building for
the remaining six (6) year period of the Term. The identity of such third party
valuer and the terms of reference of the rental review shall be mutually agreed
between the LESSOR and the LESSEE, and the LESSOR and the LESSEE agree that they
shall accept the recommendations of such third party valuer and adjust the lease
rental rate of the 2-storey Building and the Annex Building accordingly for the
remaining six (6) year period of the Term.
SECTION 4 EFFECTIVITY
The provisions of this Amendment to Contract of Lease shall be effective
upon signing hereof except for dates that are specified in the Amendment or
later agreed upon in writing between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Contract of Lease to be signed by their duly authorized representatives, at the
place and on the date first-above written.
STANCREST REALTY CORPORATION
(Lessor)
By: /s/ Xxxx X. Xxxxxxx
--------------------
XXXX X. XXXXXXX
PRESIDENT
AUTOMATED TECHNOLOGY (PHIL.) INC.
(Lessee)
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
XXXXXXX X. XXXXXXXXX
PRESIDENT
SIGNED IN THE PRESENCE OF:
/s/ witness /s/ witness
--------------------- ---------------------
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI )
BEFORE ME, a Notary Public for and in the City of Manila, Philippines,
this _17th_ day of December 2002, personally appeared the following persons with
their respective Community Tax Certificates:
Name Comm. Tax Cert. No. Date/Place Issued
Xxxx X. Xxxxxxx 02079278 Jan. 14, 2002 / Makati City
Xxxxxxx X. Xxxxxxxxx 0138635 April 26, 0000/Xxxxxxx, Xxxxxx
known to me and to be the same persons who executed the foregoing instrument
consisting of FOUR (4) pages including this page on which the acknowledgment is
written, signed by the parties and their instrumental witnesses on each and
every page hereof, and acknowledged to me that the same is their free and
voluntary acts and deeds as well as those of the corporations they represent.
WITNESS my hand and seal on this date and place above-written.
/s/ Notary
Notary Public
Doc. No.-------;
Page No.-------;
Book No.-------;
Series of 2002.
SUPPLEMENT TO CONTRACT OF LEASE
This Supplement to Contract of Lease, made and entered into this 11th day
of January, 2000 at the City of Manila, Philippines, by and between:
STANCREST REALTY CORPORATION, a corporation duly organized and
existing under and virtue of the laws of the Philippines, with offices at
0 Xxxxxxxx Xxxxxx, Light Industry & Science Park of the Philippines, Bo.
Diezmo, Cabuyao, Laguna, represented herein by its President, XXXXXX X.
XXXXXXX, hereinafter referred to as "LESSOR";
- and -
AUTOMATED TECHNOLOGY (PHIL.) INC., a corporation duly organized and
existing under and by virtue of the laws of the Philippines, with office
address at Light Industry & Science Park of the Philippines, Cabuyao,
Laguna, represented herein by its President, XXXXXXX X. XXXXXXXXX,
hereinafter referred to as the "LESSEE";
WITNESSETH: THAT
WHEREAS, the LESSOR and the LESSEE entered into a Contract of Lease dated
27 March 1996, appearing as Doc. Xx. 000, Xxxx Xx. 00, Xxxx Xx. 00, Series of
1996 of Notary Public for and in the City of Manila, Xxxxxxx X. Xxxxx, Xx. made
an integral part hereof by reference;
WHEREAS, the LESSOR is constructing an annex (building shell only) to its
plant building with a floor area of 9,573 sq.m. in strict compliance with the
plans and specifications hereto attached as Annex "A-1" to be built on the same
parcels of land covered by TCT Nos. T-356454 and T-383008 issued by the Registry
of Deeds of Calamba, Laguna and registered in the name of the LESSOR and an
Accretion Lot to be titled and acquired by the LESSOR with an area of 554 sq.m.
having an aggregate total area of 12,435 sq.m., situated at the Light Industry &
Science Park of the Philippines, Cabuyao, Laguna;
WHEREAS, the LESSEE is interested in leasing the above-described annex
building and the LESSOR is agreeable to lease the same to the LESSEE under the
same terms and conditions contained in the Contract of Lease dated 27 March 1996
referred to above except as to the rental by way of Supplement to the Contract
of Lease;
NOW, THEREFORE, for and in consideration of the foregoing premises and of
the terms and conditions herein below stated, the parties have agreed as they
hereby agree to execute this Supplement to Contract of Lease.
Section 1. This Supplement to Contract of Lease shall be covered by and be
subject to all the terms and conditions contained in the Contract of Lease dated
27 March 1996 referred to above except as herein below provided.
Section 2. The period of lease shall be for fifteen (15) years which shall
begin upon delivery and acceptance of the completed annex building to the LESSEE
and shall be continuous for the term of the lease; renewable for further periods
of five (5) years for each period of renewal upon mutual agreement not later
than 180 days before expiration of the original term. If the lease is not
renewed in writing by both parties upon the expiration of the term and the
LESSEE has no past due rentals and utility bills, the lease shall be understood
as running from month-to-month but the monthly rental shall be correspondingly
increased by ten percent (10%) on the monthly rent being paid at the time of the
expiration of this lease as provided in this contract subject to termination by
either party upon written notice given to the other at least ninety (90) days
prior to the date of such termination.
Section 3. The LESSEE and the LESSOR have agreed that the monthly rent
shall be US$6.187 or its equivalent in Philippine Pesos per sq.m. of the total
floor area of the building, subject to an automatic escalation of fifteen
percent (15%) beginning on February 10, 2001 and every two (2) years thereafter
without need of prior notice by the LESSOR to that effect. The first monthly
rent shall be paid in advance by the LESSEE within ten (10) days after delivery
and acceptance of the leased premises and on the same date of each month
thereafter, without necessity of demand, by remittance of the monthly rent in US
Dollar to LESSOR's FCDU account or, by payment to the LESSOR or its duly
authorized representative the equivalent amount in Philippine currency, computed
at Rizal Commercial Banking Corporation selling rate for US Dollar on the due
date.
Without prejudice to the exercise by the LESSOR of its rights herein, the
LESSEE shall pay the LESSOR in addition to the unpaid rentals, a penalty at the
rate of 2% per month on any monthly rental not paid on time computed from the
first day of the monthly lease succeeding the month for which such rental is
applicable, up to the date of actual payment thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
Contract of Lease to be signed by their duly authorized representatives, at the
place and on the date first-above written.
STANCREST REALTY CORP. AUTOMATED TECHNOLOGY
TIN 000-000-000 (PHIL.) INC.
(Lessor) (Lessee)
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
------------------- --------------------------
XXXXXX X. XXXXXXX XXXXXXX X. XXXXXXXXX
President President
SIGNED IN THE PRESENCE OF:
/s/ witness /s/ witness
----------------- -----------------------
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA )S.S.
BEFORE ME, a Notary Public for and in the City of Manila this 11th day of
January 2002 personally appeared the following persons with their respective
Community Tax Certificates:
Name CTR No. Date/Place Issued
---- ------- -----------------
XXXXXX X. XXXXXXX 14404666 January 10, 2000/Makati City
XXXXXXX X. XXXXXXXXX 04727625 January 10, 2000/Muntinlupa City
known to me and to me known to be the same persons who executed the foregoing
instrument consisting of four (4) pages including this page on which the
acknowledgment is written, signed by the parties and their instrumental
witnesses on each and every page hereof, and acknowledged to me that the same is
their free and voluntary acts and deeds as well as those of the corporations
they represent.
WITNESS MY HAND AND SEAL on the date and place first-above written.
/s/ Notary
----------------
Notary Public
Doc. No. 294;
Page No. 59;
Book No. 42;
Series of 2000.
AMENDMENT TO CONTRACT OF LEASE
This Amendment to Contract of Lease, made and entered into this 15 day of
February, 1999 at the City of Makati, Philippines, by and between:
STANCREST REALTY CORPORATION, a corporation duly organized and
existing under and virtue of the laws of the Philippines, with offices at
0 Xxxxxxxx Xxxxxx, Light Industry & Science Park of the Philippines, Bo.
Diezmo, Cabuyao, Laguna, represented herein by its President, XXXXXX X.
XXXXXXX, hereinafter referred to as "LESSOR";
- and -
AUTOMATED TECHNOLOGY (PHIL.) INC., a corporation duly organized and
existing under. and by virtue of the laws of the Philippines, with office
address at Light Industry & Science Park of the Philippines, Cabuyao,
Laguna, represented herein by its Vice President & General Manager,
XXXXXXX X. XXXXXXXXX, hereinafter referred to as the "LESSEE";
WITNESSETH: THAT
WHEREAS, the LESSOR and the LESSEE entered into a Contract of Lease dated
27 March 1996, appearing as Doc. Xx. 000, Xxxx Xx. 00, Xxxx Xx. 00, Series of
1996 of Notary Public for and in the City of Manila, Xxxxxxx X. Xxxxx, Xx. (as
supplemented by Letter Agreement dated April 7, 1997), upon the terms of the
which the LESSOR leased to the LESSEE a 2-storey industrial building with a
total floor area of 10,000 square meters situated at the Light Industry &
Science Park of the Philippines, Cabuyao, Laguna;
WHEREAS, under the Contract of Lease referred to above the lease period
shall be for a period of ten (10) years from delivery and acceptance of the
building; renewable for further periods of five (5) years for each period of
renewal upon mutual agreement not later than 180 days before expiration of the
original term;
WHEREAS, the LESSEE proposes to extend the original term of the lease to a
minimum of eighteen (18) years to give the LESSEE sufficient time for long-term
planning and induce the LESSEE to introduce more improvements to the leased
premises; and to which extension of lease the LESSOR is agreeable;
NOW, THEREFORE, the parties have agreed as they hereby agree as follows:
Section 1. The original term of the lease under Section 3 of the Contract
of Lease dated 27 March 1996 referred to above shall be amended from ten (10)
years to eighteen (18) years;
Section 2. The lease of the original building under the Contract of Lease
referred to above shall not expire earlier than the lease of any future
building(s) that may be constructed by the LESSOR in the premises for lease to
the LESSEE under Section 2 of the said Contract of Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Contract of Lease dated 27 March 1996 to be duly signed by their authorized
representatives at the place and on the date first-above written.
STANCREST REALTY CORPORATION
TIN 000-000-000
(Lessor)
By: /s/ Xxxxxx Xxxxxxx
XXXXXX X. XXXXXXX
President
AUTOMATED TECHNOLOGY (PHIL.) INC.
(Lessee)
By: /s/ Xxxxxxx Xxxxxxxxx
XXXXXXX X. XXXXXXXXX
Vice President & General Manager
SIGNED IN THE PRESENCE OF:
/s/ witness /s/ witness
-------------------- ------------------
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI )S.S.
BEFORE ME, a Notary Public for the City of Makati this 15 day of February
1999 personally appeared the following persons with their respective Community
Tax Certificates:
Name CTR No. Date/Place Issued
---- ------- -----------------
XXXXXX X. XXXXXXX 19955486 January 12, 1999/Makati City
XXXXXXX X. XXXXXXXXX 18505613 February 15, 1999/Muntinlupa/MM
known to me and to me known to be the same persons who executed the foregoing
instrument consisting of three (3) pages including this page on which the
acknowledgment is written, signed by the parties and their instrumental
witnesses on each and every page hereof, and acknowledged to me that the same is
their free and voluntary acts and deeds as well as those of the corporations
they represent.
WITNESS MY HAND AND SEAL on the date and place first-above written.
/s/ Xxxx Xxxxxxxxxxx
-----------------------
Notary Public
Doc. No. 417;
Page No. 85;
Book No.____;
Series of 1999.
WITNESS MY HAND AND SEAL on the date and place first-above written.
/s/ Xxxxxxx X. Xxxxx Xx.
-------------------------
Notary Public
Doc. No. 294;
Page No. 59;
Book No. 42;
Series of 2000.
April 7, 1997
Automated Technology (Phil.) Inc.
Light Industry & Science Park of the Phil.
Cabuyao, Laguna
Gentlemen:
Re: Contract of Lease dated 27 March, 1996
Please confirm that in the computation of the monthly rental the total floor
area of the ATEC Building under lease per the above agreement shall be adjusted
as follows:
FLOOR AREA PER CONTRACT OF LEASE
DATED 27 MARCH, 1996 9,475.0 SQ.M.
ADD:
ADDITIONAL FLOOR ON MACHINE ROOM
15MX25MX 1 375.0
ADDITIONAL BAY TO MACHINE ROOM
15MX5MX2 150.0
---------------
TOTAL FLOOR AREA 10,000.0 SQ.M.
This is to reflect the additional floor area in the machine room-requested by
Lessee after the Contract of Lease was signed by the parties.
Very truly yours,
/s/ Xxxxxx Xxxxxxx
------------------
XXXXXX X. XXXXXXX
Chairman
Stancrest Realty Corporation
WITH OUR CONFORMITY:
/s/ Xxxxxxx Xxxxxxxxx
---------------------
XXXXXXX X. XXXXXXXXX
Vice President & General Manager
Automated Technology (Phil.) Inc.
CONTRACT OF LEASE:
This Contract of Lease, made and entered into this 27th day of March, 1996
at the City of Manila, Philippines, by and between:
STANCREST REALTY CORPORATION, a corporation duly organized. and
existing under and virtue of the laws of the Philippines, with offices at
Km. 00 Xxxx Xxxxxxx Xxxx, Xxxxx Xxxxxxxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxx,
represented herein by its President, XXXXXX X. XXXXXXX, hereinafter
referred to as "LESSOR";
- and -
AUTOMATED TECHNOLOGY (PHIL.) INC., a corporation duly organized and
existing under and by virtue of the laws of the Philippines, with office
address at Light Industry & Science Park of the Philippines, Cabuyao;
Laguna, represented herein by its Vice President & General Manager,
XXXXXXX X. XXXXXXXXX, hereinafter referred to as the "LESSEE";
WITNESSETH: That
SECTION 1 OBJECT OF LEASE
For and in consideration of the payment of rent and the compliance of all
the conditions and covenants hereinafter contained, the LESSOR has agreed to
lease, let and demise, as it does hereby lease, let and demise unto the LESSEE;
and the latter has agreed to accept, as it does hereby accept, under lease, a
2-storey steel and concrete building shell with a total floor area of 9,475.0
sq.m. to be constructed by the LESSOR in strict compliance with plans and
specifications as the herein attached Annex "A"; to be built on a parcel of land
with an area of 11,442 sq.m. covered by Transfer Certificate of Title No.
T-356454 issued by the Registry of Deeds of Calamba, Laguna and registered in
the name of the LESSOR, situated at the Light Industry & Science Park of the
Philippines (LISPP), Cabuyao, Laguna.
SECTION 2 EXCLUSIVITY
Any future building(s) to be built by the LESSOR on the above-described
parcel of land shall be for lease exclusively to the LESSEE; no part of the new
building(s) or premises shall be leased to a third party by the LESSOR without
the written consent of the LESSEE.
SECTION 3 TERM OF LEASE
This lease shall be for a period of ten (10) years which shall begin upon
delivery and acceptance of the completed building shell to the LESSEE and shall
be continuous for the term of the lease; renewable for further periods of five
(5) years for each period of renewal upon mutual agreement not later than 180
days before expiration of the original term. If the lease is not renewed in
writing by both parties upon the expiration of the term and the LESSEE has no
past due rentals and utility bills, the lease shall be understood as running
from month-to-month but the monthly rental shall be correspondingly increased by
ten percent (10%) on the monthly rent being paid at the time of the expiration
of this lease as provided in this contract subject to termination by either
party upon written notice given to the other at least ninety (90) days prior to
the date of such termination.
SECTION 4 AMOUNT OF RENT
The LESSEE and the LESSOR have agreed that the monthly rent shall be
US$5.38 or its equivalent in Philippine Pesos per sq.m. of the total floor area
of the building, subject to an automatic escalation of fifteen percent (15%) at
the beginning of the 3rd year of lease and every two (2) years thereafter
without need of prior notice by the LESSOR to that effect. The first monthly
rent shall. be paid in advance by the LESSEE within ten (10) days after delivery
and acceptance of the leased premises and on the same date of each month
thereafter, without necessity of demand, by remittance of the monthly rent in US
Dollar to LESSOR's FCDU account, or, by payment to the LESSOR or its duly
authorized representative the equivalent amount in Philippine currency, computed
at PCIBank selling rate for US Dollar on the due date.
Without prejudice to the exercise by the LESSOR of its rights herein, the
LESSEE shall pay the LESSOR, in addition to the unpaid rentals, a penalty at the
rate of 2% per month on any monthly rental not paid on time computed from the
first day of the monthly lease succeeding the month for which such rental is
applicable, up to the date of actual payment thereof.
SECTION 5 SECURITY DEPOSIT
To serve as a security for compliance with the obligations of the LESSEE
under the contract, the LESSEE shall deposit with the LESSOR an amount
equivalent to' one year's rental. The deposit shall be applied towards the
rental for the last year of the life of the lease and towards liquidated damages
that the LESSEE may be liable for under the contract. If the LESSEE is able to
offer a guarantee acceptable to the LESSOR in lieu of the security deposit, the
LESSOR, at its option, may wave the requirement of a security deposit.
SECTION 6 USE OF PREMISES
The LESSEE shall not use the leased premises for dwelling, sleeping or
immoral purposes. The premises hereby leased shall be used exclusively by the
LESSEE for electronics and/or semiconductor manufacturing; operations and/or
offices and the latter
shall not divert the premises to other use without the prior written consent of
the LESSOR.
SECTION 7 INSTALLATIONS, ALTERATIONS, IMPROVEMENTS, ETC.
The LESSEE shall have the right to install at its own expense the
mechanical, electrical and facilities required in its operation or do
alterations, additions or improvements upon the leased premises, provided the
strength and general structure of the building or leased premises are not
thereby impaired, either at the beginning of the lease or from time to time
during the lease period; provided, however, that all plans for such
installations, alterations, additions or improvements shall be subject to the
approval of the LESSOR which shall not be unreasonably withheld; and provided,
further, that all such installations, alterations, additions or improvements to
be made by the LESSEE in, on or upon the leased premises, except the movable
equipment, air conditioning units, and/or machinery, furniture and fixtures put
in at the expense of the LESSEE and removable without defacing or injuring the
building or leased premises, shall if so elected by the LESSOR, become its
property and shall remain upon and be surrendered with the premises as a part
thereof at the termination of the lease without compensation to the LESSEE.
SECTION 8 CARE OF LEASED PREMISES
The LESSEE shall, at its expense, maintain the leased premises in a good,
clean and sanitary condition, do routine maintenance and repairs and upon the
expiration of the lease, shall surrender and return the premises and fixtures in
good condition, ordinary wear and tear excepted.
SECTION 9 RULES, REGULATIONS, ETC.
The LESSEE shall comply with any and all reasonable rules and safety
regulations which may be promulgated from time to time by the LESSOR as well as
with the Deed of Restriction and rules and regulations of the LISPP and the
Philippine Economic Zone Authority.
The LESSEE shall apply for an Environmental Compliance Certificate (ECC)
from the Department of Environment and Natural Resources and a clearance from
the Laguna Lake Development Authority (LLDA) for its operation.
SECTION 10 LIABILITY FOR SUITS, ETC.
The LESSEE shall indemnify and hold harmless the LESSOR against all
action, suits, damages and claims which may be brought by whomever or made by
non-observance or non-performance of the said rules, regulations, ordinances or
laws or any of the covenants of this section, without prejudice to the right of
the LESSOR to cancel this lease in accordance with the penal provisions
hereinafter contained.
SECTION 11 SECURITY SERVICE
The LESSEE shall provide, at its own expense, 24 hours a day security
guards to police the building premises.
SECTION 12 UTILITIES
The LESSEE shall pay for its electricity, water, sewerage, telephone,
teletype and other services.
SECTION 13 INJURY OR DAMAGE
The LESSEE hereby assumes full responsibility for any damage which may be
caused to the person or property of third persons which remaining either
casually or on business in any part of the premises leased to the LESSEE and
further binds itself to hold the LESSOR free and harmless from any such claim
for injury or damage unless such injury or damage is due to the gross negligence
of the LESSOR.
The LESSOR shall not be liable nor responsible:
a) for the presence of bugs, vermin, ants, any insects, if any, in the
leased premises; or
b) for the failure of water supply and/or failure of electrical
current; or
c) for any article delivered or left to any of its employees; or
d) for any injury, loss or damage which the LESSEE. its agents or
employees might sustain in the premises due to any cause whatsoever;
or
e) for any damage done or occasioned by, or arising from plumbing, gas,
water and/or other pipes, or the bursting, leaking or destruction of
any cistern, tank, wash stand, water closet, or waste pipe in,
above, upon or about the said leased premises, nor for any damages
arising from acts or negligence of LESSEE or its agent, employees,
representatives and all other persons.
SECTION 14 FIRE DAMAGE TO LEASED PREMISES
In case of damage to the leased premises or its appurtenances by fire,
earthquake, war or any other unforeseen cause, the LESSEE shall give immediate
notice thereof to the LESSOR. If the leased premises shall be damaged by fire or
other cause without the fault or negligence of the LESSEE, or its agents,
clerks, servants or visitors, the injury shall be repaired at the expense of the
LESSOR, as speedily as possible, after such notice; or if the building or the
leased premises be so nearly destroyed as to make it untenantable, without the
fault or neglect of the LESSEE, either party may demand the rescission of this
contract.
No compensation or claim shall be allowed against the LESSOR by reason of
any inconvenience, annoyance, or injury to the LESSEE's business arising out of
the necessity of repairing any portion of the building however the necessity may
arise.
SECTION 15 INSPECTION OF PREMISES
The LESSOR or its authorized representative agent shall, by previous
arrangement with the LESSEE, have the right to enter the leased premises during
office hours to examine the same or make alterations or repair, or for any
purpose which it may deem necessary for the operation or maintenance of the
buildings or its installations and, during the last three months of the term of
the lease to exhibit the leased premises to prospective tenants.
SECTION 16 SUBLEASE, TRANSFER OF RIGHTS
The LESSEE shall not assign or transfer its rights in this contract nor
sublease all or any part of the leased premises, without the prior written
consent of the LESSOR, and no right, title or interest therein shall be
conferred on anyone other than the LESSEE without such written consent.
SECTION 17 EXPROPRIATION
In the event that expropriation proceedings 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 purpose of
this lease, upon giving the other party thirty (30) days previous written notice
thereof. In case of such expropriation the LESSEE hereby unconditionally
relieves and releases the LESSOR from any and all liabilities under this
contract in connection with or arising out of such expropriation proceedings,
without prejudice to whatever recourse the LESSEE may have against the
expropriating entity on account of damage done or caused to it or to its
properties.
SECTION 18 TERMINATION OF LEASE
The LESSEE, at the expiration of the term of this lease, or upon the
cancellation or termination by the LESSOR of the term of the lease due to the
occurrence of any event of default mentioned in Section 23 hereof, shall
promptly redeliver the said premises, including keys, appertaining thereto, to
the LESSOR in good condition in all respects, reasonable wear and tear excepted,
devoid of all occupants, equipment, furniture, articles, effects, and
merchandise of any kind subject to the succeeding paragraph of this section.
Should the LESSEE fail or be unable to comply with these provisions, the
LESSEE hereby expressly appoints the LESSOR as its duly authorized
attorney-in-fact with power and authority to initially padlock the premises and
thereafter, to open, enter and take full possession of the leased premises, in
the presence of at lease two (2) witnesses and to take inventory of the LESSEE's
equipment, furniture, articles, effects, merchandise, etc. and to place the same
in the LESSOR's warehouse for safekeeping. In case the LESSEE fails to claim
said equipment, furniture, articles, effects, and
merchandise and/or liquidate his liabilities with the LESSOR, under this
contract, if any remain unpaid and outstanding, within fifteen (15) days from
the date of transfer to LESSOR's warehouse, LESSOR is hereby given the right to
dispose of said property in a public sale conducted by notary public, and to
apply the proceeds to whatever indebtedness the LESSEE has to the LESSOR plus
reasonable expenses including storage fees incurred by the LESSOR in connection
therewith and the balance, if any, shall be given to the LESSEE. The LESSOR
shall not incur civil and/or criminal liabilities whatsoever by exercising its
rights granted under this provision. The right granted to the LESSOR in this
Section may be exercised by the LESSOR's duly authorized employees, agents, or
representatives and in so doing shall not incur civil and/or criminal
liabilities whatsoever.
SECTION 19 FAILURE TO SURRENDER
The LESSEE shall pay by way of penalty to the LESSOR double the amount of
rentals for the leased premises during the whole period of delay. Payment of
such penalty shall be without prejudice to other remedies that the LESSOR may
have under this contract. The LESSEE shall furthermore hold the LESSOR free of
any liabilities in respect to any and all claims made by any succeeding tenant
or vendee of the premises leased.
SECTION 20 DISTURBANCE
Disturbance or discontinuance of the possession of the leased premises by
the LESSEE by reason or causes beyond the control of the LESSOR shall confer no
right of any kind to the LESSEE against the LESSOR.
SECTION 21 ABANDONMENT OF LEASED PREMISES
In case the leased premises shall be deserted or vacated before the
expiration of this lease, the LESSOR shall have the right to enter the same as
the agent of the LESSEE, either by force or otherwise, without being liable to
any prosecution therefore, and the LESSOR shall furthermore have the option to
re-lease the same as the agent of the LESSEE to receive the rent therefore and
to apply the same to the payment of the rent due hereunder, holding the LESSEE
liable to any deficiency.
SECTION 22 NON-WAIVER
The failure of the LESSOR to insist on a strict performance of any of the
terms, conditions and covenants hereof shall not be deemed a relinquishment or
waiver of any right or remedy that said LESSOR may have, nor shall it be
construed as a waiver of any subsequent breach or default of the terms,
conditions and covenants which shall continue to be in full force and effect. No
waiver by the LESSOR of any of the rights under this contract shall be deemed to
have been made unless expressed in writing and signed by the LESSOR.
SECTION 23 BREACH OR DEFAULT
The LESSEE agrees that all the covenants and agreements herein contained
shall be deemed essential conditions hereof and that if default or breach be
made of any such conditions, after a grace period of thirty (30) days within
which to correct such breach or default, then the LESSOR shall have the right to
terminate and cancel this contract, whether judicially or extra judicially, upon
five (5) days notice delivered at the leased premises or posted on the main door
thereof and the LESSEE shall be liable for any and all damages, actual or
consequential, resulting from such default and termination.
The following shall be considered as events of default:
1. Failure of the LESSEE to comply with its obligations under this
contract or violations by the LESSEE of any of the terms and
conditions of this contract.
2. Failure by the LESSEE to pay the monthly rental not later than the
last day of the monthly lease period to which such payment is
applicable.
SECTION 24 DUES, FEES AND PERMITS
Dues, fees and permits charged or which shall be charged by the LISPP or
by the Philippine Economic Zone Authority shall be for the account of the
LESSEE.
SECTION 25 VAT
It is understood between the parties that the agreed monthly rental is
based on the LESSOR being subject to 0-VAT as an Ecozone Facilities Enterprise
under RA No. 7916; should RA 7916 be amended or its implementation be changed
that the lease payments under this Contract of Lease shall be subject to VAT
then the monthly rental shall be adjusted accordingly.
SECTION 26 ARBITRATION
In case any dispute or differences shall arise between the LESSOR and the
LESSEE as to the interpretation or `as to any matter `6r thing arising under
this contract, such dispute or differences shall be determined and settled by
negotiation and if negotiation is unsuccessful, by arbitration in accordance to
Arbitration Law (RA 876). The venue of arbitral proceedings shall take place
within Metro Manila.
IN WITNESS WHEREOF, the parties hereto have caused this Contract of Lease
to be signed by their duly authorized representatives, at the place and on the
date first-above written.
STANCREST REALTY CORPORATION
TIN 000-000-000
(Lessor)
By: /s/ Xxxxxx Xxxxxxx
-------------------
XXXXXX X. XXXXXXX
President
AUTOMATED TECHNOLOGY (PHIL.) INC.
(Lessee)
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------
XXXXXXX X. XXXXXXXXX
Vice President& General Manager
SIGNED IN THE PRESENCE OF:
/s/ witness /s/ witness
------------------- -------------------
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA )S.S.
BEFORE ME, a Notary Public for the City of Manila this 27th day of March
1996 personally appeared the following persons with their respective Community
Tax Certificates:
Name CTR No. Date/Place Issued
------- ------ -----------------
XXXXXX X. XXXXXXX 12154560 C Feb. 7, 1996/Makati City
XXXXXXX X. XXXXXXXXX 3476910 Jan. 20, 1996/Muntinlupa/MM
known to me and to me known to be the same persons who executed the foregoing
instrument consisting of eight (8) pages including this page on which the
acknowledgment is written, signed by the parties and their instrumental
witnesses on each and every page hereof, and acknowledged to me that the same is
their free and voluntary acts and deeds as well as those of the corporations
they represent.
WITNESS MY HAND AND SEAL on the date and place first-above written.
/s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------
Notary Public
Doc. No. 528;
Page No. 67;
Book No. 39;
Series of 1996.
