EXHIBIT 4.6
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This Contract of Lease, made and entered into this 1st day of February, 2003 by
and between:
FOOD TERMINAL, INCORPORATED , a corporation duly organized and
existing by virtue of the laws of the Republic of the Philippines,
with principal office address at FTI Complex, South Superhighway,
Taguig Metro Manila, represented in this act by its President, ATTY.
XXXXXX X. XXXXXXXXXX, hereinafter referred to as the " LESSOR".
-and-
PSI TECHNOLOGIES, INC., a corporation duly organized and existing by
virtue of the laws of the Republic of the Philippines with office
address at Electronics Avenue, FTI Complex, Taguig, Metro Manila,
represented in this act by its Chairman and Chief Executive Officer,
XX. XXXXXX X. XXXXX, XX., hereinafter referred to as the "LESSEE".
W I T N E S S E T H: That-
WHEREAS, the LESSOR is the absolute owner of the FTI Complex situated at South
Superhighway, Taguig Metro Manila and is engaged in the leasing of land,
warehouses, stalls and buildings;
WHEREAS, the LESSEE desires to lease certain land and buildings inside the FTI
Complex;
NOW, THEREFORE, for and in consideration of the foregoing premises and the
payment of the rent and the compliance with all the terms, conditions and
covenants hereinafter set forth, the LESSOR has agreed to lease, let and demise,
as it hereby leases, lets and demises, unto the LESSEE, and the latter has
agreed to accept, as it hereby accepts, the lease under the terms, conditions
and covenants particularly described hereunder, as follows:
1. Object of the Lease - The LESSOR hereby leases, lets and demises unto the
LESSEE that portion of land and building of the FTI Complex which is more
particularly described as follows:
Lot 92 - A1:
Covered area - 4,536.00 square meters
- 1,873.10 square meters
Open space - 6,064.14 square meters
2. Term - This lease is for a definitive period of eighteen (18) months from
February 1, 2003 to August 14, 2004.
3. Rental - The LESSEE, in consideration for the use of the space or the area
leased by it, shall pay rentals to the LESSOR in an amount in Philippine
Currency based on the following itemized monthly rate:
For the covered area - 4,536.00 square meters at PhP130.00
per square meter per month, exclusive
of VAT
- 1,873.10 square meters at PhP50.00
per square meter per month, exclusive
of VAT
For the open space - 6,064.14 square meters at PhP50.00 per
square meter per month, exclusive of
VAT
4. Mode of Payment for the Rentals Due - The rentals due to the LESSOR shall be
paid semi-annually in advance by the LESSEE.
Upon the execution of this Contract, the LESSEE shall pay to the LESSOR the
advance rental for the first (1st) six (6) months of the term of the Contract
in the amount of PhP5,919,252.00, Philippine currency, exclusive of VAT.
The LESSEE is likewise required to issue, three (3) months after the date of
this Contract, two (2) postdated checks dated August 1, 2003 and February 1,
2004 to cover the rentals due for the last two (2) six (6) months period of
the term of the Contract. Each post dated check shall be in the amount of
PhP5,919,252.00, exclusive of VAT.
5. Deposit - The LESSEE shall, at all times during the existence of the lease,
maintain a deposit with the LESSOR in the amount equivalent to three (3)
months rental, which shall answer for damages, and any other monetary
obligation under or resulting from the LESSEE's violation of any of the
provisions of this Contract. It being understood, however, that the LESSEE's
liability for the breach of its obligation under this Contract is no way
limited to the said sum.
Upon the execution of this Contract, the LESSEE shall deposit with the LESSOR
the sum of PhP2,959,626.00, Philippine currency, exclusive of VAT, equivalent
to three (3) months rentals at the rental rate applicable to the first year
of the lease period as above-stated.
Upon the expiration of the period of this lease and the surrender of the
leased premises to the LESSOR, or as soon as all the amounts due from the
LESSEE to the LESSOR under this Contract or for any breach thereof shall have
been fully determined and satisfied, the sum deposited or the balance thereof
remaining, if any, after deducting the amounts due, shall be returned to the
LESSEE without interest.
The LESSOR shall have the right from time to time to deduct from the deposit
any and all advances and damages which the LESSEE may be liable to the LESSOR
under any provision(s) of this Contract and in the event that the deposit is
reduced as a result of such deduction and/or as a result of an increase in
the monthly rental, the LESSEE shall, within five (5) days from demand, make
additional deposit with the LESSOR in order to maintain the deposit in such
an amount equal to the sum required under this provision.
6. Payment Arrangement - Notwithstanding the provisions on the payment of the
rentals due and the deposit under this Contract, the LESSOR has granted the
LESSEE the authority to pay the total six (6) months advance rental for the
first (1st) six (6) months of the term of this Contract and the three (3)
months deposit in the amount equivalent to PhP8,878,878.00 based on the
following schedule:
Upon signing of this Contract - PhP2,959,626.00
One (1) month after the date of this Contract - PhP2,959,626.00
Three (3) months after the date of this Contract - PhP2,959,626.00
7. Management Fee - The LESSEE shall pay to the LESSOR a management fee in an
amount equivalent to five percent (5%) of the rentals due for the year. This
management fee, in the amount equivalent to PhP295,962.60 per semester,
exclusive of VAT, shall likewise be paid semi-annually in advance by the
LESSEE to the LESSOR at the office of the latter without the necessity of
prior demand and without delay within the first thirty (30) days of each six
(6) months period.
8. Late Payment Penalty - A late payment penalty at the rate of two (2%) percent
per month shall be charged on any rental, or any and all amounts due from the
LESSOR under this Contract, not paid on time, counted from the date of
delinquency until the same has/have
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 2 of 10
been fully paid to the satisfaction of the LESSOR, provided, however, that
this shall be without prejudice to the LESSOR's right to terminate the
Contract. For purposes of computation of the amount of the late payment
penalty, a fraction of one (1) month shall be considered as one (1) whole
month. No rental, or any and all amounts due from the LESSOR under this
Contract, shall be recognized as having been paid unless evidenced by
official receipt, duly issued by the LESSOR and/or its agent, acknowledging
the receipt by the LESSOR from the LESSEE of the cleared funds delivered for
such payments. Neither shall payment of rental, or any and all amounts due
from the LESSOR under this Contract, made by the LESSEE to unauthorized
persons be recognized.
9. Obligations of the Lessee - The LESSEE is mandated to strictly and faithfully
observe and/or comply with the following:
(a) The LESSEE shall use the leased premises for any lawful business provided
it conforms to the type of businesses or enterprises acceptable to the
present policies of the LESSOR, particularly as the businesses or
enterprises relate or conform to the master development plan of the
LESSOR. For this purpose, the LESSEE is hereby authorized to undertake at
its own expense any and all construction for the renovation and
improvement of the leased premises, provided however, that all plans and
specifications for construction, including the alteration and/or addition
thereof during the term of this Contract, must first be submitted for
evaluation and final approval by the LESSOR.
(b) The LESSEE shall pay all realty and other taxes due or may be due on the
improvements that may be introduced on the leased premises subject of
this Contract. For validation purposes, the LESSEE shall furnish the
LESSOR, at no later than ten (10) working days after the payment thereof,
of the photocopies of the pertinent official receipts evidencing the
payments of the said taxes.
(c) The LESSEE shall not affix, inscribe or paint or cause to be affixed,
inscribed or painted any notice, sign or other advertising medium on any
part of the inside or outside of the leased premises or anywhere within
the FTI Complex except upon previous written permission from the LESSOR
and only in such size, color, and style approved by the LESSOR.
(d) The LESSEE shall not keep within the leased premises any explosive or
combustible articles or substances; any damage caused, directly and
indirectly, by an infringement of this prohibition shall be charged to
the LESSEE.
(e) The LESSEE shall not install any apparatus, machineries, appliances, or
equipment, nor carry on, conduct or permit any trade, occupation or
activity, in the leased premises which may cause noise, constitute a
nuisance, disturb the other tenants, expose the leased premises to fire
or thereby increase the fire hazard or rating of the leased premises
and/or the FTI Complex for fire insurance coverage or other types of
insurance coverage.
(f) The LESSEE shall allow the LESSOR, or any of its duly designated agents
or contractors, to free access to the leased premises for the collection
and disposal of garbage/thrash, if any, wherein the LESSEE shall be
charged with the corresponding garbage fee based on the LESSOR's
prevailing charges for such additional services.
(g) The LESSEE shall remit to the LESSOR the relevant amounts representing
payments for garbage fee, if any, and electricity within seven (7)
working days from receipt of the statement account issued by the LESSOR.
Failure on the part of the LESSEE to pay the monthly charges on garbage
fee, if any, and electricity within the period provided, shall make said
LESSEE liable to pay late payment penalty, as provided in Paragraph 8
hereof, without prejudice to the LESSOR's right to terminate this
Contract and for the repossession of the leased premises including the
cutting off of utilities.
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 3 of 10
(h) The LESSEE shall keep the equipment/facilities located and goods stored
in the leased premises insured against loss and damage by fire,
earthquake, and typhoon for their full insurable value and shall furnish
the LESSOR, within ten (10) working days from the start of the insurance
coverages and without the need of demand, of the photocopies of the
insurance policies detailing the complete list of such insurance
coverages and the official receipts evidencing the full payment of the
required premium, and shall pay all necessary premiums thereon as they
become due; Provided that, in case of loss, destruction of the
equipment, facilities and goods during the existence of this Contract,
the insurance proceeds shall first be applied to any unpaid rental
and/or any other unpaid bills of the LESSEE due to the LESSOR. For this
reason, the LESSOR shall be designated by the LESSEE as the primary
beneficiary in any and all insurance proceeds from the loss or damage of
the insured properties.
For purposes of this provision on insurance coverages for the
equipment/facilities located and goods stored in the leased premises,
the LESSEE is required to purchase the insurance policies from the
accredited insurance companies or agencies of the LESSOR.
(i) The LESSEE shall promptly comply with any and all laws, ordinances,
rules regulations and orders which the national, provincial, or local
government, or any department, bureau, commission or other agency or
instrumentality thereof may promulgate; further, the LESSEE shall be
subject to and shall obey the LESSOR's existing and future house,
security, traffic, environmental, engineering, and other rules and
regulations for the leased premises and/or for the whole of the FTI
Complex, for which, if the LESSOR does not elect to terminate the lease
for violation of said rules, the LESSEE shall pay the fines imposed by
the LESSOR; furthermore, the LESSEE shall indemnify and hold harmless
the LESSOR against all actions, suits, damages and claims by whomsoever
they may be brought or made by reason of non-observance or
non-performance of said rules, regulations, ordinance, or laws.
(j) The LESSEE shall allow the LESSOR's representatives to enter the leased
premises at any time to examine the same or to make any repair, or for
any purpose which it may deem necessary for the operation and
maintenance of the leased premises or its installation, or to exhibit
the leased premises to a prospective lessee, or to otherwise assure the
LESSOR that the LESSEE is complying with all the terms and conditions of
this Contract.
10. Obligations of the Lessor - The LESSOR is mandated to strictly and
religiously observe/comply with the following:
(a) The LESSOR shall provide, at its own expense, security services within
the FTI Complex, but does not guarantee the LESSEE's property and/or
good against loss, damage or destruction not caused by the LESSOR's
employees or agents but due to causes beyond its control; neither does
the LESSOR guarantee for losses in the leased premises.
(b) The LESSOR shall allow the LESSEE, if LESSEE so desires, to hire the
services of a security agency to guard the latter's property or goods
within the leased premises; provided, however, that the security agency
hired by the LESSEE shall be subject to the security and safety measures
within the leased premises and the FTI Complex as a whole and should be
duly registered with the LESSOR's Security and Investigation Department.
(c) The LESSOR shall shoulder the expenses for the repair of damages in the
leased premises caused by fire or other causes without the fault of the
LESSEE, its/his/her agents, guests, or clients. In such cases, the
LESSEE shall be obligated to immediately give notice of the damage/s to
the leased premises or its appurtenances, and shall allow the LESSOR to
repair the damage/s and the LESSOR agrees to exert effort to do so at
the least inconvenience to the LESSEE. The LESSOR acknowledges and
confirms that in the event the damage/s to the leased premises impairs
or prevents the LESSEE from using the leased premises for the conduct of
its/his/her business, the obligation of the LESSEE
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 4 of 10
to pay to the LESSOR the lease rentals specified under this Contract
shall be suspended until such damage/s is/are repaired by the LESSOR.
(d) Warranty - The LESSOR hereby warrants the peaceful and continuous
possession and enjoyment of the leased premises by the LESSEE. The
LESSOR shall indemnify and hold the LESSEE free and harmless from
claims, suits, proceedings, actions, and other demands from third
parties claiming title, possession or any other interest in respect of
the leased premises or any portion thereof and from damage arising
therefrom.
11. Constructions/Renovations/Alteration and Improvements - The LESSEE
acknowledges and confirms that prior to the commencement by the LESSEE of
the works for the construction and installation of the improvements required
by the LESSEE at the leased premises, the LESSOR and the LESSEE shall
mutually determine and establish the relevant conditions for the
introduction of such improvements at the leased premises.
All constructions, renovations, alterations, additions, repairs, or
improvements that the LESSEE may want to make in the leased premises shall
first be submitted for the approval of the LESSOR together with the plans
and specifications for such construction and additions and shall not be
undertaken without the latter's prior written consent. All such alterations,
additions and improvements made by the LESSEE on, in or upon the leased
premises, except the movable furnitures and fixtures put in at the expense
of the LESSEE and removable without defacing or injuring the leased premises
or the FTI Complex, shall become the property of the LESSOR without further
formality or need of reimbursement for their value and shall remain upon and
be surrendered with the leased premises as part thereof upon the termination
and/or cancellation of the lease due to the expiration of the lease period
and/or due to other causes as provided in this Contract. If the LESSOR does
not elect to retain such installations additions or improvements, the
premises shall be restored to its original condition at LESSEE's account.
To stress, the LESSOR shall reserve the absolute right to disallow any
alteration, installation, addition, or improvements requested by the LESSEE.
12. Sublease or Assignment of Rights - The LESSEE shall not assign or transfer
its rights under this Contract nor sublet the leased premises nor allow it
to be used for any purpose other than that hereinabove specified or be
occupied in whole or in part by any other person, firm or corporation
without the written consent of the LESSOR; and no right, title or interest
thereto or therein shall be conferred on or vested in anyone other than the
LESSEE without such written consent of the LESSOR. In the event that
subleasing is allowed by the LESSOR, the LESSEE shall abide and comply with
the subleasing policy of the LESSOR, particularly the fifty percent (50%)
share of the LESSOR in the difference between the rent from the subleasing
transaction and the original rent for the leased premises as provided in
this Contract.
13. Non-Liability of the Lessor - The LESSOR shall not be liable and the LESSEE
shall make no claims against the LESSOR for any loss, damage or
inconvenience due, directly or indirectly, to any of the following:
(a) Leakage of defect in/or destruction of, any water, gas electrical,
telephone, or plumbing installation in/or about the leased premises not
otherwise caused by the negligence of the LESSOR.
(b) Absence, failure, breakdown, or insufficiency of water supply, telephone
service, or electric current beyond the control or without the fault of
the LESSOR.
(c) Presence of bugs, ants, termites, rats, vermin, "xxxx", or insect of any
kind or nature, in the leased premises.
(d) Water or rain which may come into, or flow from, any part of the leased
premises not otherwise caused by negligence of the LESSOR.
---------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 5 of 10
(e) Fault or negligence of the LESSEE, its agents, employees, visitors, or
other persons.
(f) Fire, or fortuitous events, theft, robbery, or other crimes and
misdemeanors.
14. Third Party Liability - The LESSEE assumes full responsibility for any
damage which may be caused to the person or property of third persons while
in any part of the leased premises and further binds itself to hold the
LESSOR free from any such claims for injury or damage unless such injury or
damage is due to the negligence of the LESSOR.
15. Repairs of Utilities/Extra Connections - Repairs in the utility service
system, including water pipes and toilet equipment and facilities, all
minor electrical alterations and installations and installation of
additional electrical, water, telephone, and/or gas connections within the
leased premises shall be undertaken by the LESSEE for its sole account and
expense; provided that the LESSEE shall provide the LESSOR written prior
advice before undertaking such repairs, alterations and installations.
As the electrical system of the leased premises and the FTI Complex is
designed for a specific purpose, all electrical equipment and/or machines
to be installed and used on the leased premises must be reported by the
LESSEE to the LESSOR to prevent overburdening of the lines and all major
electrical alterations and installations shall only be undertaken by the
LESSEE upon prior written approval of the LESSOR. The said prior written
approval of the LESSOR shall only be granted upon submission to the LESSOR
of the pertinent plans and specifications for the said major electrical
alterations and installations.
The LESSEE assumes full responsibility for any damages which may be caused
to the person or property of third persons by the said repairs, alterations
and installations and further binds itself to hold the LESSOR free and
harmless from any such claims for injury or damage arising from the said
repairs, alterations and installations undertaken by the LESSEE within the
leased premises.
16. Rental Adjustment Due to Change in Circumstances - If at any time during
the term of this Contract there should be a material variation,
depreciation, or devaluation in the value of the Philippine Peso due to
extraordinary inflation or deflation or official devaluation, the rental
rates herein stipulated shall be adjusted in favor of the LESSOR so that
such rental rates shall correspond to the value of the currency at the time
this Contract was executed. It is agreed and understood that a "material
variation" exists when there is a change to the extent of fifteen percent
(15%) in the purchasing power of the currency compared with its value at
the time of the signing of this Contract and at the time of any subsequent
adjustment of the rental rates, as determined by reference to the Consumer
Price Index published by the Department of Economic Research of the Bangko
Sentral ng Pilipinas.
17. Termination of Lease - The LESSEE agrees to return and surrender the leased
premises at the expiration of the term of its lease 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 alterations, installations, additions, or improvements belonging
to the LESSOR in accordance with the provisions of Paragraph 11. Further,
upon the expiration of the term of this lease, the LESSOR shall have the
right to close or padlock the leased premises, and/or physically take
possession and occupy the leased premises, and/or exclude the LESSEE, its
agents, representatives, guests, customers, their things and effects,
therefrom, whether forcibly or otherwise, without incurring any civil,
criminal, and/or administrative liability.
18. Lessor's Right To Pre-Terminate Contract In Specified Situations - In
addition to other situations provided herein wherein the LESSOR is accorded
the right to pre-terminate/cancel this Contract at any time during the
duration of the lease, the LESSOR shall also have the absolute right to
pre-terminate this lease Contract by giving the LESSEE a ninety (90) days
notice in any of the following situation:
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 6 of 10
(a) When the LESSOR needs the leased premises for its redevelopment
pursuant to any FTI development plan;
(b) When it becomes clear and definite that the LESSOR will be privatized
and unless the eventual owner or buyer continues the contractual
relation with the LESSEE;
(c) When LESSOR finds it necessary to repossess the leased premises for
reason of public interest.
It is understood that the LESSOR shall have the right to close or padlock
the leased premises, and/or physically take possession and occupy the
leased premises, and/or exclude the LESSEE, it agents, representatives,
guests, customers, their things and effects, therefrom, whether forcibly or
otherwise, without incurring any civil, criminal, and/or administrative
liability.
19. Pre-termination of the Contract by the LESSEE - Should the LESSEE be
constrained to pre-terminate this Contract for any reason whatsoever, the
LESSEE shall give a written notice to the LESSOR at least thirty (30) days
before the effective date of the pre-termination and shall pay the LESSOR a
pre-termination fee in an amount equivalent to three (3) months rent
computed based on the prevailing rental rates at the time of the
pre-termination. Further, the LESSOR shall effect the forfeiture of the
unused portions of the advance rental and deposit made by the LESSEE.
20. Failure to Surrender - If the leased premises be not surrendered at the
expiration of the lease period, the LESSEE shall pay, by way of penalty, a
sum equivalent to the amount of the rentals for the leased premises for the
whole period of delay. It is hereby agreed that such penalty shall be in
addition to the rentals corresponding to the period of delay. Payment of
said penalty shall likewise be without prejudice to the attorney's fees and
other liabilities provided in this Contract. The LESSEE shall furthermore
hold the LESSOR harmless from any liability in respect to any and all
claims made by any succeeding tenant against the LESSOR, resulting from the
delay by the LESSOR in, delivering possession of the premises to such
succeeding tenant, insofar as such delay is occasioned by the failure of
the LESSEE to so surrender the premises on time.
21. Abandonment of Leased Premises - Should the LESSEE abandon the leased
premises before the expiration of the period of this lease, the LESSOR may
upon the expiration of fifteen (15) day notice delivered at the leased
premises or posted on the main door thereof, close or padlock the leased
premises, physically take possession and occupy the leased premises, and
retain any and all things therein, in which case, this lease shall be
automatically terminated. The LESSOR shall be free to lease the leased
premises to any other party, and the LESSEE shall forfeit the advance
rental and the deposit in favor of the LESSOR.
If the premises is not used or no operation is conducted by LESSEE for
sixty (60) days without paying the rental corresponding the said period and
LESSOR/OWNER is not notified of the reason, the leased premises is
considered abandoned and the LESSOR/OWNER is entitled to declare the lease
terminated without need of judicial intervention and in such case, the
LESSOR/OWNER is likewise authorized to enter the leased premises to
repossess it and to retain the LESSEE/OPERATOR's things therefrom.
22. Enforcement of Covenants - The failure of the LESSOR to insist upon strict
performance of any of the terms, conditions and covenants of this lease
and/or to exercise any option herein contained shall not be construed as
relinquishment or cancellation of such covenant or option nor shall it be
construed as a waiver of any subsequent breach or default of the terms,
conditions and covenants of this Contract, which shall continue in full
force and effect. No waiver by the LESSOR of any of its rights under this
Contract shall be deemed to have been made unless expressed in writing and
signed by the LESSOR.
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 7 of 10
23. Remedies Cumulative - All remedies herein before and hereinafter conferred
on the LESSOR shall be deemed cumulative and no one exclusive of the other,
or of any other remedy conferred by law.
24. 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 by the LESSEE of any such conditions, then the
LESSOR shall have the absolute right to unilaterally terminate and cancel
this Contract, upon fifteen (15) days prior notice delivered at the leased
premises or posted on the main door thereof. Upon such termination or
cancellation, the LESSOR shall likewise have the right to forthwith close
and padlock the leased premises, and/or physically take possession and
occupy the leased premises, and/or exclude the LESSEE, its agents,
representatives, guests, customers, their things and effects therefrom,
whether forcibly or otherwise, without incurring any civil, criminal and/or
administrative liability.
25. Satisfaction of Obligations and Damages - In all cases where this Contract
is terminated or cancelled by reason of any default or breach committed by
the LESSEE, the said LESSEE, shall be fully liable to the LESSOR in
accordance to the provisions of Paragraph 19 and for any and all damages,
actual or consequential, resulting from such default and termination.
In the event of cancellation or termination of this Contract, the LESSOR,
in addition to the rights and authority herein granted upon it, is hereby
authorized, as the attorney-in-fact of the LESSEE, to sell at public sale,
without notice to the LESSEE, any and all goods, merchandise, furnitures,
fixtures and equipments found in the leased premises, and to apply the
proceeds of such sale to any damages and outstanding obligation of the
LESSEE under this Contact.
26. Representations and Warranties - Each of the parties hereto represents and
warrants that:
(a) It is a corporation duly organized, validly existing and in good
standing under and by virtue of the laws of the Republic of the
Philippines.
(b) It has full power and authority to enter into and perform its
obligations under this Contract.
(c) All necessary actions, consents, and approvals for the execution of
this Contract have been taken and/or obtained.
(d) Its execution, delivery and performance of this Contract will not
conflict with or constitute a breach of its Charter/Articles of
Incorporation, By-laws, or any resolution of its Board of Directors or
any agreement or instrument to which it is a party to or under which
any of its properties or assets are bound, or any law of the Republic
of the Philippines or any regulation, judgment or order of any agency
or instrumentality thereof.
(e) This Contract constitute the legal, valid, and binding obligations of
each of the parties enforceable in accordance with its terms.
27. Judicial Action - In the event of any breach of this Contract by the
LESSEE, the LESSOR is compelled to seek judicial relief against the LESSEE,
the latter, in addition to and aside from the damages as above-provided,
shall pay attorney's fees to the LESSOR equivalent to twenty percent (20%)
of the amount claimed in the complaint but in no case less than Thirty
Thousand Pesos (P30,000.00), aside from costs and other expenses which the
law may entitle the LESSOR to recover from the LESSEE.
Any and all suits arising from this Contract shall be filed in the proper
Regional Trial Court of Pasig or Xxxxxxxxxxxx Xxxxx Xxxxxx xx Xxxxxx Xxxxx
Xxxxxx.
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 8 of 10
28. Section Captions - The captions appearing under the section number
designation of this Contract are for convenience only and are not part of
this lease and do not in any way limit or amplify the terms and provisions
of this Contract.
29. Entire Agreement - This Contract constitute the entire, complete and
exclusive statement of the terms and conditions of the agreement between
the parties with respect to the subject leased premises. All lease
contracts and other agreements previously entered into by the parties
herein affecting the subject leased premises are hereby declared null and
void. Consistently, no statement or agreement, oral or written, made prior
to the signing hereof and no prior conduct or practice of either party
shall vary or modify the written terms embodied hereof, and neither party
shall vary or modify the written terms embodied hereof, and neither party
shall claim any modification of any provision set forth herein unless such
modification is in writing and signed by both parties.
30. Severability - In case any of the provisions contained in this Contract
shall be declared invalid, illegal, or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not
in way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed
on the day, month, and year hereinabove mentioned in Taguig, Metro Manila,
Philippines.
FOOD TERMINAL, INC. PSI TECHNOLOGIES, INC.
(Lessor) (Lessee)
By: By:
/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxx X. Xxxxx, Xx.
XXXXXX X. XXXXXXXXXX XXXXXX X. XXXXX, XX.
President Chairman and Chief Executive Officer
Signed in the presence of:
--------------------------- ---------------------------
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 9 of 10
A C K N O W L E D G E M E N T
REPUBLIC OF THE PHILIPPINES )
TAGUIG, METRO MANILA ) SS.
BEFORE ME, a Notary Public for and in the Municipality of Taguig, Metro Manila,
on this __ day of _________________, personally appeared:
COMMUNITY TAX DATE/PLACE
------------- ----------
NAME CERTIFICATE NO. OF ISSUE
---- --------------- --------
FOOD TERMINAL, INC.
XXXXXX X. XXXXXXXXXX
PSI TECHNOLOGIES, INC.
XXXXXX X. XXXXX, XX.
known to me and to me known to be the same person who executed the foregoing
Contract of Lease, and they have acknowledged to me that the same is their own
free and voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal
on the date at the place first written above.
NOTARY PUBLIC
Doc. No. _______;
Page No. _______;
Book No. _______;
Series of 2003.
------------------------
Contract of Lease
FTI and PSI Technologies
February 1, 2003
P a g e - 10 of 10
