EXHIBIT 10.4
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This Contract of Lease (Contract) is entered into by and between -
The SOCIAL SECURITY SYSTEM, a government owned and controlled
corporation created pursuant to Republic Act No. 1161, as
amended, with principal office address at the SSS Building, East
Avenue, Diliman, Quezon City, represented herein by its Senior
Vice President for the Investments Group, XXXXX X. SOLILAPSI and
its Assistant Vice President, Asset Management Department,
XXXXXXX XXXXX X. XXXXXXXXX, hereinafter referred to as the
LESSOR;
- and -
ETELECARE GLOBAL SOLUTIONS, a corporation duly created and
existing under the laws of the Republic of the Philippines, with
office address at the Eastwood City Cyberpark, 20/F Cyber One
Building, Eastwood City, Libis, Quezon City, represented herein
by its Vice President for Philippine Operations, XXXXXXXX X.
XXXXXXXXX, and its PH Asset Management Head, MARISA XXXXX X.
CABAZOR, hereinafter referred to as the LESSEE.
WITNESSETH
WHEREAS, the LESSOR is the owner of the 31st Floor of the Cyber One
Building, located at the Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxx, Xxxxxx Xxxx and covered
by Condominium Certificate of Title (CCT) NO. N-33660 of the Registry of Deeds
for Quezon City (Property);
WHEREAS, the LESSEE desires to lease the Property and the LESSOR agrees
to its lease by the LESSEE;
WHEREAS, pursuant to a Resolution adopted by the Board of Directors of
the LESSEE on 17 February 2006, its Vice President for Philippine Operations,
XXXXXXXX X. XXXXXXXXX, and its PH Asset Management Head, MARISA XXXXX X.
CABAZOR, acting/signing jointly, have been authorized to enter, execute and
deliver this Contract for and on behalf of the LESSEE;
WHEREAS, the President & CEO, pursuant to the authority given by the
Social Security Commission under Resolution No. 94, dated March 16, 2005, has
approved the lease by the LESSOR to the LESSEE of the Property, under such terms
and conditions mutually beneficial to both parties.
NOW, THEREFORE, for and in consideration of the foregoing premises, the
LESSEE hereby lease and the LESSOR hereby agrees to the lease of the Property,
under the following terms and conditions, to wit:
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1. LEASED PREMISES - The LEASED PREMISES shall be the entire 31st Floor of the
Cyber One Building, consisting of 1,606 Square Meters of bare type office
condominium space, located at the Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxx, Xxxxxx Xxxx
and covered by CCT No. N-33860, of the Registry of Deed for Quezon City (Copy of
CCT No. N-33860 is hereto attached as Annex "A" and made an integral part of
this Contract);
1.1 The LESSEE, in addition to the LEASED PREMISES, is hereby given an
option to lease Fourteen (14) Parking Slots that are owned by the LESSOR and are
found in the same building, for the amount of P 3,000.00, per month, per parking
slot. The Monthly Rental for the Parking Slots shall be subject to an annual
Escalation of 10% starting on the 2nd year of this Contract an the other
applicable terms and conditions set in this Contract. The lease of the Parking
Slots shall be subject of a separate contract.
2. TERM - The term of the lease shall be for FIVE (5) YEARS, commencing on July
1, 2006 and expiring on June 30, 2011, renewable on agreement of both parties;
2.1 If the LESSEE continues in the occupation of the LEASED PREMISES
with the consent of the LESSOR after the lease period; or any extension thereof,
is terminated, said extension of lease shall be understood as running from month
to month, under the same terms and conditions herein stipulated.
2.2 If the LESSEE holds over the LEASED PREMISES notwithstanding the
expiration, termination or cancellation of this Contract without the written
consent of the LESSOR, and/or should the LESSEE continue occupying, the LEASED
PREMISES against, the wishes of the LESSOR, the LESSEE shall be liable for and
shall pay the LESSOR by way of liquidated damages for such occupancy and
unauthorized use, an amount equivalent to Two (2) monthly rentals stipulated
herein for each month of occupancy or a fraction thereof; provided further, that
the payment by the LESSEE of such liquidated damages shall not be considered as
payment for rentals nor shall it be construed to extend or renew this Contract.
In either case, the LESSOR does not in any manner lose its right to eject the
LESSEE from the premises.
2.3 Either party may pre-terminate this Contract, without penalty, for
any reason after THREE (3) YEARS of the Term of this lease, provided that the
party who will initiate the pre-termination shall inform the other party, in
writing, at least ONE HUNDRED EIGHTY (180) days before the intended date of
termination of the Contract.
2.4 In all cases of Pre-termination, the LESSEE, upon Three (3) days
prior written notice from the LESSOR, shall automatically and without necessity
of demand make the LEASED PREMISES available during regular business hours for
inspection by prospective lessee/s and shall cooperate in every reasonable way
with LESSOR'S efforts to obtain a new lessee for the LEASED PREMISES.
3. RENTAL - The Monthly Rental for the LEASED PREMISES shall, be P 412.50 per
Square Meter or SIX HUNDRED SIXTY-TWO THOUSAND FOUR HUNDRED SEVENTY-FIVE PESOS
(P 662,475.00), exclusive of Association Dues, payable within the first Ten (10)
days of the applicable month, without need of notice or demand, at the
aforestated Office of the LESSOR.
3.1 Upon execution of this Contract, the LESSEE shall pay to the
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LESSOR the amount of ONE MILLION NINE HUNDRED EIGHTY-SEVEN THOUSAND FOUR HUNDRED
TWENTY-FIVE PESOS (P 1,987,425.00) applied as Advance Rental to the first Three
(3) months of occupancy of the LEASED PREMISES immediately following the rent
free fit out period.
3.2 The LESSEE is hereby given TWO (2) months Rent Free Fit Out Period
from July 1, 2006 to Aug 31, 2006, for the preparation of the LEASED PREMISES to
conform with its needs and requirements. During the Two; (2) months Rent Free
Fit Out Period and until the termination of this Contract, Association Dues, the
xxxx for the utilities used as well as the services availed of by the LESSEE
shall be for the sole account of the LESSEE.
3.3 The Monthly Rental shall be subject to a Ten Percent (10%) Annual
Escalation starting on the 2nd year of the Term of this lease.
3.4 Association Dues during the term of this Contract shall be for the
sole account of the LESSEE and shall be paid directly to the Building
Administrator/Building Tenants Association.
3.5 The LESSOR shall issue corresponding receipts for the payment made
by the LESSEE.
4. DEPOSIT - Upon execution of this Contract, the LESSEE shall likewise pay to
the LESSOR the amount equivalent to TWO (2) Monthly Rentals or he amount of ONE
MILLION THREE HUNDRED TWENTY-FOUR THOUSAND NINE HUNDRED FIFTY PESOS (P
1,324,950.00) as Deposit to be held and applied by the LESSOR to answer for any
and all damages to the LEASED PREMISES due to the fault of the LESSEE, and as
security for the return of the said LEASED PREMISES in proper condition and or
the LESSEE'S due observation of and faithful compliance with the terms and
conditions of this Contract.
4.1 The said Deposit shall not, during, the lease period or any
extension or renewal thereof, be used to offset rentals or other payments due to
the LESSOR from the LESSEE. The said Deposit shall, unless the same is subject
to forfeiture under this Contract, be refundable to the LESSEE without any
interest thereon within Thirty (30) days after the expiration of the Lease
Period or any extension or renewal thereof and only after the LESSEE shall have
vacated the LEASED PREMISES, deducting therefrom (A) the amount of any damage to
the LEASED PREMISES due to the fault of the LESSEE and (B) all other amount that
may be payable by the LESSEE to the LESSOR under this Contract. Any amount
deducted against the Deposits shall be duly supported by Official Receipts.
4.2 The LESSEE shall at all times maintain the Deposit at an amount
equivalent to Two (2) Monthly Rentals. Accordingly, if during the Lease Period
or any extension or renewal thereof, the Deposit is reduced either as a result
of deductions for any damage to the LEASED PREMISES, or due to rental increases
as provided herein, the LESSEE shall, within Five (5) calendar days from receipt
of a written demand, remit the amount necessary to keep the value of the Deposit
at the current level equivalent to Two (2) Monthly Rentals.
5. APPLICATION OF PAYMENTS - It is hereby agreed that payments made by the
LESSEE shall be strictly applied in the following order: 1) Penalty obligations;
2) Monthly Rentals; 3) Utility Bills and other charges. Accordingly, any and all
payments made by the LESSEE to the LESSOR shall, notwithstanding any
instructions by the LESSEE, first be applied to the Penalty obligations and then
to the Monthly Rental. Only after such Penalty obligations and Monthly Rentals
have been fully paid shall the payments be applied to utilities and other
charges.
6. PENALTY -
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6.1 In case of default in the payment of monthly rentals, utility
bills, Deposit and other charges, the LESSEE shall pay the LESSOR a Penalty in
the amount equivalent to Two Percent (2%) of the amount due, per month, computed
from the date of delinquency, without prejudice to the right of the LESSOR to
terminate this Contract.
6.2 Any amount advanced by the LESSOR in this Contract for and in
behalf of the LESSEE with the latter's consent, or without such consent if the
advance was made to protect its own interest, shall become due and demandable
within Five (5) working days from the date the other party is notified in
writing of such advance made. The same rate of the Penalty provided above shall
be imposed on the amount due as advances computed from due date.
7. FORFEITURE OF DEPOSIT - The Deposit referred to in Paragraph 4 hereof shall
also be forfeited in favor of the LESSOR if the LESSEE deserts or abandons, as
the terms are defined in Paragraph 14 hereof, the LEASED PREMISES.
8. USE - The LESSEE hereby expressly agrees and warrants that the LEASED
PREMISES shall be used exclusively for CALL CENTER operations running on a 24/7
basis.
Furthermore -
8.1 The LESSOR warrants that the LEASED PREMISES are in good condition
and comply with the zoning laws for office operations as well as the building,
fire and safety codes promulgated by the National and Local Government. The
LESSEE hereby expressly acknowledges that the LEASED PREMISES are in good and
tenantable condition and agrees to keep the same in clean, presentable and
sanitary condition including its common areas and toilets in order to maintain
the high quality standards of the property;
8.2 During the Lease Period, the LESSEE shall have possession of and
the right to use the LEASED PREMISES in accordance with the terms and conditions
set forth herein and in strict conformity with all laws, ordinances and
regulations prescribed by governmental authorities.
8.3 The LEASED PREMISES shall be used by the LESSEE exclusively for
purposes of operating a CALL CENTER. Under no circumstance shall the LESSEE use
the LEASED PREMISES for any other purpose without the prior written consent of
the LESSOR; Provided, that the LESSEE may provide an eating and sleeping area
within the LEASED PREMISES to its employees;
8.4 The LESSEE shall not use or allow the use of the LEASED PREMISES
for illegal or immoral purposes, or for purposes prohibited in this Contract.
8.5 The LESSEE shall provide for itself, and at its own expense,
receptacles, which the national and/or local laws or ordinances may prescribe to
hold and contain waste matter, garbage and refuse, and shall deposit them at
such places within the Property as may be designated by the LESSOR. The LESSEE
shall ensure that all wet garbage and refuse are properly disposed of in
suitable containers. The LESSEE shall likewise comply with the Tenant Occupancy
Manual, House Rules and Regulations, set by the Cyber One Building Management;
8.6 The LESSOR shall not be liable for the presence in the LEASED
PREMISES of bugs, vermins, rats, ants, termites, insects and other pests of any
kind or nature whatsoever. The LESSOR, however, undertakes to provide normal and
regular pest control services to protect the LEASED PREMISES.
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8.7 The LESSEE shall not bring into the LEASED PREMISES any inflammable
or explosive goods or materials, or any article which may expose the LEASED
PREMISES to fire or thereby increase the fire hazard or the rates of insurance
premium thereon, or any article which the LESSOR may prohibit; neither shall the
LESSEE carry on or permit to be carried on the LEASED PREMISES any trade or
occupation which may expose the LEASED PREMISES to fire or thereby increase the
fire hazard or render any increase of premium payable for the insurance of the
LEASED PREMISES against fire and the like, or which may make void or voidable
the whole or part of any policy for such insurance. The LESSEE may inquire from
the LESSOR of the particulars of the fire insurance policy covering the LEASED
PREMISES.
8.8 The LESSEE shall not use the corridors and patios of the property
except as a passageway or aisles for lawful ingress and egress into and from the
LEASED PREMISES.
8.9 The LESSEE shall take all reasonable precautions necessary; to
protect the interior of the LEASED PREMISES against damage by storm, typhoon or
like threats.
8.10 The LESSEE shall see to it that the LEASED PREMISES are free from
annoying sounds, disturbing noises, obnoxious odors and other nuisances due to
its fault, and that the LEASED PREMISES are used in a manner that will not
disturb the peace and tranquility of the other tenants of the property.
8.11 Should the LESSEE fail to maintain the LEASED PREMISES as herein
required, then, the LESSOR shall give a written notice to the LESSEE demanding
the repair/maintenance of the LEASED PREMISES. If the LESSEE refuses to comply
with the said demand within Thirty (30) days from receipt thereof, the LESSOR
may enter the LEASED PREMISES in order to repair/maintain the same, and
thereafter charge against the Deposit of the LESSEE as provided under Paragraph
4 hereof, all costs and expenses incurred by the LESSOR in connection with such
repair/maintenance, without prejudice to the rights of the LESSOR under the
other provisions of this Contract.
9. ALTERATIONS AND IMPROVEMENTS - The LESSEE hereby expressly acknowledges that
the LEASED PREMISES are in good and tenantable condition and agree to keep the
same in such condition. Furthermore
9.1 The LESSEE shall not introduce any permanent fixtures, improvements
or make an alterations on the LEASED PREMISES without the prior written approval
of the LESSOR. The prior written approval, which shall not be unreasonably
denied, delayed or conditioned by the LESSOR, for such permanent fixtures,
improvements or, alterations, whether structural, architectural, mechanical or
electrical shall not relieve the LESSEE from the responsibility of obtaining the
relevant permit from the appropriate governmental authorities; neither shall it
relieve the LESSEE from full compliance with all Building and Fire Codes and
Regulations. All expenses for any permit and government inspection fee shall be
at the LESSEE'S expense. The LESSOR shall have the right, after at least
Twenty-four (24) hours' written notice to the LESSEE, to inspect the work during
and after the completion thereof to assure itself of such compliance.
9.2 The installation of additional electronic, water, telephone,
teletype and other connections in the LEASED PREMISES shall be for the account
and expense of the LESSEE who must obtain the prior written consent and approval
of the LESSOR before installing the same.
9.3 In the event that any law, ordinance, land use, restrictions, rule
or regulation shall require that an alteration, addition or other change; or
improvement be made on the LEASED
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PREMISES as a result of the LESSEE'S use of the LEASED PREMISES, the LESSEE
hereby agrees to make, at its own expense, such alteration, addition, change or
improvement with the prior written approval or consent of the LESSOR, which
approval shall not be unreasonably denied, delayed or conditioned.
9.4 All permanent improvements and alterations in the LEASED PREMISES,
which were introduced by the LESSEE upon the prior written approval of the
LESSOR and which cannot be removed without causing damage or injury to the
LEASED PREMISES, may remain in the LEASED PREMISES upon the expiration of the
Lease Period or any extension or renewal thereof, or upon the termination of
this Contract. Said improvements and alterations shall become the property of
the LESSOR, without any obligation on the part of the LESSOR to reimburse the
LESSEE for the value thereof.
9.5 Upon the expiration of the Lease Period or any extension or renewal
thereof, or the termination of this Contract, all permanent improvements and
alterations in the LEASED PREMISES, which were introduced WITHOUT the prior
written approval of the LESSOR and which cannot be removed without causing
damage or injury to the LEASED PREMISES shall be removed by the LESSEE at his
expense or it may remain in the LEASED PREMISES as property of the LESSOR
without any obligation on the part of the LESSOR to reimburse the LESSEE for the
value thereof, at the option of the LESSOR. In case the LESSOR opts for the
removal of the unauthorized improvements or alterations, the LESSEE shall also
have the obligation to restore the LEASED PREMISES to its state prior to such
unauthorized improvements or alteration/s at its expense and in the presence of
and under the supervision of a representative of the LESSOR. The LESSEE shall
likewise have to complete the said, removal and restoration before it leaves the
LEASED PREMISES.
9.6 The LESSEE may, at its option and expense, elect to remove such
alterations and improvements which are capable of being detached without causing
material damage or injury to the LEASED PREMISES.
10. REPAIRS AND MAINTENANCE - Ordinary or minor repairs on the LEASED PREMISES
shall be undertaken by and for the account of the LESSEE. Major extraordinary
repairs related to the LEASED PREMISES and the LESSOR'S equipment installed
therein shall be undertaken by and at the expense of the LESSOR. In this
connection, the LESSEE shall allow the LESSOR to enter the LEASED PREMISES at
such properly arranged time as may be convenient to both parties in order to
make the repairs and/or other works thereon necessary for the preservation,
conservation and improvement of the LEASED PREMISES. No compensation shall be
allowed against the LESSOR by reason of the inconvenience, annoyance or injury
out of such necessary repairs and/or other works undertaken under this Contract.
10.1 A repair is considered Major Repair when the expenses for labor
and material exceeds Three Thousand Pesos (P 3,000.00).
11. UTILITIES AND SERVICES -
11.1 Electricity, Telephone and Water Services - The electric and
telephone bills and the bills for the water supply in the LEASED PREMISES shall
be for the sole account of the LESSEE. The LESSEE shall settle said bills
directly to its provider. The LESSOR is hereby authorized to deduct from the
Deposit of the LESSEE any amount necessary to settle any obligation of the
LESSEE in case the LESSEE fails or refuses to settle such obligation and such
obligation will cause an interruption or severance of the service/s to the other
properties of the LESSOR in the building.
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Such deduction shall be reimbursed by the LESSEE within Three (3) working days
from receipt of the written demand;
11.2 Air-conditioning Facilities - The bills for the air-conditioning
facilities in the LEASED PREMISES shall be for the sole account of the LESSEE.
The LESSEE shall settle said bills directly to its provider. The LESSOR is
hereby authorized to deduct from the Deposit of the LESSEE any amount necessary
to settle any obligation of the LESSEE in case the LESSEE fails or refuses to
settle such obligation and such obligation will cause an interruption or
severance of the service to the other properties of the LESSOR in the building.
Such deduction shall be reimbursed by the LESSEE to the LESSOR within Three (3)
working days from receipt of the written demand;
11.2.1 The Air Handling Unit (AHU) space shall be turned over to the
LESSEE on an "as-is-where-is" basis condition. The LESSEE shall employ
the services of the authorized distributor (York Phils.) for the parts
and services of the equipment and enter a comprehensive agreement with
the confirmation of the LESSOR. All expenses pertaining thereto shall
be for the sole account of the LESSEE;
11.2.2 The comprehensive agreement shall consist of the following scope
of works:
11.2.2.a Monthly regular cleaning/servicing of air-filter.
11.2.2.b Monthly adjustment of all control devices and tune-up
of moving parts to eliminate vibrations.
11.2.2.c Weekly visitation to record the operating parameters
of the machines.
11.2.2.d Maintenance of a History Card of the machines.
12. INSPECTION AND VISITATION - The LESSOR or its authorized representative or
agents, upon Three (3) days prior written notice, shall have the right to enter,
and the LESSEE agrees to cooperate with the LESSOR or its authorized
representatives or agents and allow them to enter, the LEASED PREMISES, at any
reasonable time of the day or as otherwise arranged by mutual consent, in order
to inspect the same, undertake maintenance, repairs and such other works or
services necessary for the preservation, conservation or improvement of the
LEASED PREMISES.
13. LIABILITY AND INDEMNIFICATION - Except when attributable to the fault or
negligence of the LESSOR, or of its employees, agents or representatives, the
LESSOR assumes no liability to the LESSEE for damage to the latter's property,
or for injury to or death of persons authorized entry by the LESSEE or due to
any owner or occupant of the building. The LESSEE shall assume liability for
loss, theft or destruction to property of any kind, whether of the LESSEE or its
guests, and for injury to or death of any person authorized entry by the LESSEE,
which may occur, due to any cause resulting directly or indirectly from the
fault or negligence of the LESSEE, or due to any use, misuse or neglect of the
LEASED PREMISES. Finally, both Parties covenant and agree to indemnify and hold
the other party free and harmless from and against any and all loss, liability,
actions, suits, proceedings or claims, including attorney's fees or other
expenses incurred in connection therewith, resulting directly or indirectly from
or arising out of or in connection with any such damage to property or injury
to, or death of any person due to such negligence or fault of such party, or due
to the use, misuse of or neglect of the LEASED PREMISES by such Party.
14. ABANDONMENT - In the event that the LESSEE abandons or deserts the LEASED
PREMISES prior to the expiration of the Lease Period or any extension or renewal
thereof, the LESSOR shall consider this Contract terminated THIRTY (30) calendar
days after a written notice to
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the LESSEE is posted in the LEASED PREMISES, and may lease the LEASED PREMISES
to other lessee/s. In this connection, the LESSEE hereby authorizes the LESSOR
to enter the LEASED PREMISES in whatever manner feasible, to take possession
thereof and to clear the same of any or all of the properties, furniture and
fixtures of the LESSEE. The LESSOR may at the LESSEE'S expense, transfer and
store the LESSEE'S properties found in the LEASED PREMISES in any warehouse or
secure place and sell such properties at a public or private sale to compensate
any outstanding liabilities of the LESSEE to the LESSOR. However, such remedial
measures shall not prejudice the LESSOR'S right to collect any remaining unpaid
rentals.
14.1 For purposes of this Contract, the LEASED PREMISES shall be deemed
"DESERTED" or "ABANDONED" if for a period of FORTY-FIVE (45) or more consecutive
calendar days within the term of the Lease Period or any extension thereof, the
LEASED PREMISES remain closed to the public due to the fault of the LESSEE and
the rental for such period is unpaid.
15. DEFAULT - The LESSEE shall be deemed in default within the meaning of this
Contract in any of the following instances:
15.1 The LESSEE fails to fully pay on time the monthly rentals or the
utility charges or any other financial obligation of the LESSEE stipulated
herein;
15.2 The LESSEE violates any of the terms and conditions stipulated
herein and such violation persists or not remedied despite written notice;
15.3 The LESSEE abandons or is deemed to have abandoned the LEASED
PREMISES under Paragraph 14 hereof and LESSEE fails to respond within THIRTY
(30) calendar days from the posting of LESSOR'S written notice in the LEASED
PREMISES.
16. CONSEQUENCES OF DEFAULT - Upon the occurrence of any of the events of
default as set forth in this Contract and if the cause of default is not cured
within Thirty (30) calendar days from receipt of a written notice of such
default or from the posting of the written notice of such default in the LEASED
PREMISES, the LESSOR shall, in addition to other remedies as maybe prescribed by
law, have the following rights:
16.1 To terminate this Contract, and to immediately repossess the
LEASED PREMISES without the necessity of instituting any judicial action. In
this connection, the LESSEE hereby grants unto the LESSOR full power and
authority to take possession of the LEASED PREMISES and to do or perform such
acts as may be necessary to take possession, including but not limited to
entering into the LEASED PREMISES, padlocking the LEASED PREMISES, cutting off
utilities and services, and such other steps designed to enable the LESSOR
effectively repossess the LEASED PREMISES;
16.2 To demand and receive from the LESSEE payment for any and all
unpaid rentals, utility charges, and other financial obligations stipulated in
or arising out of this Contract;
16.3 To demand and receive from the LESSEE payment for the rentals,
utility and other charges set forth herein corresponding to the un-expired
portion of the Lease Period or any extension or renewal thereof;
16.4 To take possession of, and sell at public or private sale, any and
all properties of the LESSEE found in the LEASED PREMISES and to apply the
proceeds thereof in payment of any unpaid accounts of the LESSEE; and,
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16.5 To automatically forfeit in its favor, the Deposit referred to in
Paragraph 4 hereof.
17. RETURN OF THE LEASED PREMISES - Upon the expiration of the Lease Period or
any extension or renewal thereof, or upon the termination of this Contract as
herein provided, the LESSEE shall immediately and peacefully return to the
LESSOR the possession of the LEASED PREMISES in as good, clean, sanitary and
tenantable condition, save reasonable and ordinary wear and tear and damage
attributable to causes beyond the control of the LESSEE and subject to the
provisions in Paragraphs 9.4, 9.5 and 9.6 hereof. If the LEASED PREMISES are not
surrendered at the expiration of the Lease Period or any extension or renewal
thereof, or upon the termination of this Contract, the LESSEE shall be
responsible to the LESSOR for any and all damages which the LESSOR may suffer by
reason thereof, and indemnify the LESSOR against any and all claims made by the
succeeding tenant against the LESSOR resulting from delay by the LESSEE in
delivering possession of the LEASED PREMISES to such succeeding tenant, insofar
as such delay is occasioned by the failure of LESSEE to surrender the LEASED
PREMISES on time.
18. SUBLEASE - The LESSEE shall not sublease the LEASED PREMISES or any portion
thereof, without the prior written consent of the LESSOR, which consent shall
not be unreasonably withheld, delayed or conditioned. In case of violation,
direct or indirect, of this provision, the LESSOR may, without need of judicial
action, automatically terminate or cancel this Contract.
19. FORCE MAJEURE - In case of damage to the LEASED PREMISES or its
appurtenances by fire, earthquake, floods, typhoons, riots, war or any other
unforeseen cause or acts of God, the LESSEE shall give immediate notice thereof
to the LESSOR. If the LEASED PREMISES shall be damaged without the fault or
negligence of the LESSEE or its agents, employees or visitors, the damage shall
be repaired as quickly as possible, at the expense of the LESSOR.
20. CUMULATIVE REMEDIES - All rights and remedies conferred upon or reserved to
the Parties under this Contract shall be deemed cumulative and not alternative.
All other rights or remedies which may now or hereafter be given to the Parties
by law or equity from time to time may be enforced concurrently.
21. LITIGATION - In the event a party to this Contract is compelled to seek
judicial relief against the other party in order to enforce any or all of its
right under this Contract, the defeated party, in addition to any other damages
that may be awarded by the court to the winning party, hereby agrees to pay an
amount equivalent to Twenty-five Percent (25%) of the amount claimed by the
winning party, but in no case less than P20,000.00, as and for attorney's fees,
exclusive of the costs of litigation and other expenses which the law entitles
such party to recover from the defeated party. The LESSEE hereby agrees to
submit any action arising from or as an incident of this Contract to the
exclusive jurisdiction of the Courts of Quezon City.
22. NON-WAIVER - Failure or delay by any Party to enforce or demand strict
performance of any stipulation or condition of this Contract shall not affect
the validity hereof, nor shall such be construed as abandonment, withdrawal,
waiver or cancellation of such stipulation or condition, or right or option, or
of the right of the aggrieved Party to subsequently enforce or demand
performance of such provision. No waiver shall be deemed to have been made
unless expressed in writing and signed by the aggrieved Party.
23. RELATIONSHIP - It is understood that the only relationship between the
LESSOR and the LESSEE hereunder is that of Landlord and Tenant. No other
relationship of any kind between said parties is created or is intended to be
created hereby, unless otherwise expressly provided for in this Contract.
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24. NOTICES - Unless otherwise requested in writing, any notice or
correspondence to the LESSEE to be given hereunder or in connection with this
Contract shall be personally delivered or mailed to its above-indicated address
and any notice or correspondence to be given the LESSOR shall be sent to its
above-indicated principal office.
25. TRANSFER OF OWNERSHIP OF PROPERTY - In the event ownership of the LEASED
PREMISES or any portion thereof is transferred or sold, all the terms and
conditions of this Contract shall remain valid and subsisting and shall be
binding on the transferee. The LESSOR shall advise the LESSEE at least Thirty
(30) days in advance of any sale or transfer of ownership of the Property or any
portion thereof insofar as such sale or transfer affects or could potentially
affect the interest of the LESSEE.
26. 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 and binding between
the parties unless made in writing and signed by both parties hereto.
27. SEPARABILITY CLAUSE - If any paragraph, sub-paragraph or part of this
Contract is declared contrary to law or public policy, or is otherwise declared
invalid, such shall not affect the other paragraphs, subparagraphs or parts of
this Contract.
IN WITNESS WHEREOF, the Parties have hereunto set their hands below,
this 21 JUN 2006 day of______ 2006, at Quezon City, Philippines.
SOCIAL SECURITY SYSTEM
LESSOR
By: /s/ XXXXX X. SOLILAPSI /s/ XXXXXXX XXXXX X. XXXXXXXXX
-------------------------- --------------------------
XXXXX X. SOLILAPSI XXXXXXX XXXXX X. XXXXXXXXX
Senior Vice President Assistant Vice President
ETELECARE GLOBAL SOLUTIONS
LESSEE
By: /s/ XXXXXXXX X. XXXXXXXXX /s/ MARISA XXXXX X. CABAZOR
-------------------------- --------------------------
XXXXXXXX X. XXXXXXXXX XXXXXX XXXXX X. CABAZOR
VP - Philippine Operations PH Asset Management Head
SIGNED IN THE PRESENCE OF:
1. /s/ XXXXXXX XXXXXXX 2. XXXXXXXXXXX X. XXXXXXXX
----------------------------------- ---------------------------
XXXXXXX XXXXXXX XXXXXXXXXXX X. XXXXXXXX
Republic of the Philippines )
QUEZON CITY ) SS.
ACKNOWLEDGMENT
BEFORE ME, a Notary Public, for and IN QUEZON CITY, this 21 JUN 2006
day of ______, 2006, personally appeared the following persons who exhibited
their Community Tax Certificates:
CTC NO. DATE & PLACE OF ISSUE
------- ---------------------
X.X. Xxxxxxxxx 16905996 2/13/06 Q.C.
M.A.S. Cabazor 14832301 1/20/06 Lo Pine City
E.B. Solilapsi 12708426 01/27/06 Quezon City
M.P.S. Xxxxxxxxx 12514614 03/06/06 Quezon City
known to me and to me known to be the same persons who executed he foregoing
Instrument, and who acknowledged to me that the same is their free and voluntary
act and deed as well as that of the entities they represent in this instance.
This Instrument, consisting of Eleven (11) pages, including this page,
on which this Acknowledgment is written, signed by the Parties and Two (2)
instrumental witnesses, refers to a Contract of Lease for an entire floor of a
building.
WITNESS MY HAND AND OFFICIAL SEAL, on the date and place first
above-written.
Doc. No. [Illegible]
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Page No. [Illegible]
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Book No. XVIII
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Series of 2006.
