MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (“Agreement”) is made and entered into this

________________ in _____________, by and between:

____________________________, a local government unit organized and

existing under Philippine laws, with office address at
___________________________________ represented by the Municipal
Mayor, ___________________________, and hereinafter referred to as the
“GENERATOR “;

-and-

REPUBLIC CEMENT & BUILDING MATERIALS, INC. a corporation

organized and existing under Philippine laws, with office address at the 18F
Menarco Tower, 32nd Street, Bonifacio Global City, Taguig City represented
by its President, RENATO C. SUNICO, and hereinafter referred to as
“RCBM”; and with plant address at:

Brgy. Bigte, Norzagaray, Bulacan and

Brgy. Minuyan, Norzagaray, Bulacan

Each of whom is a “Party” and all of whom are “Parties”;

WITNESSETH, THAT:

WHEREAS, the GENERATOR, through its Committee on Environment Office, is

responsible for the environmental programs of ________________, including
Comprehensive Solid Waste Management Program, which involves Solid Waste segregated
collection, waste treatment and disposal;

WHEREAS, the GENERATOR is the owner of a Material Recovery Facility (MRF)

which segregates and shreds residual waste such as poly-ethylene plastics, polystyrene
packaging material and other non-recyclable combustibles (hereinafter referred to as
“WASTE”), which the GENERATOR desires to be properly disposed in accordance with
applicable laws, rules and regulations;

WHEREAS, RCBM is a company engaged in the manufacture of cement, and

pursuant thereto, is able to utilize alternative fuels such as the WASTE, for co-processing in
its cement manufacturing operations;

WHEREAS, RCBM is a holder of an Environmental Clearance Certificate (‘ECC”) to

operate a waste co-processing facility under Republic Act. No. 9003 with Registration No.
__________________ (Annex A);

WHEREAS, the GENERATOR is interested in supplying the Waste, and RCBM is

willing to taking the WASTE for co-processing in its cement manufacturing operations,
provided that such WASTE and co-processing are complaint with the laws, regulations and
permits applicable;

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual
covenants hereinafter stipulated, the Parties hereby agree as follows:
1. Obligations of the Parties

1.1 RCBM shall provide ten (10) tonner bags as initial packaging materials to be used for
containing the GENERATOR’s WASTE,

1.2 The GENERATOR, at its own cost and expense, shall withdraw and package the
WASTE from the GENERATOR’s MRF (the “Premises”) and deliver the same to
RCBM’s Plant, and exclusively supply RCBM at least ten (10) 10 metric tons of the
WASTE per month, at all times complying with the specifications as set forth in
Annex B, or such additional specifications as may be required by RCBM to ensure
effective and environment friendly co-processing of the WASTE without adversely
affecting the cement manufacturing operations of RCBM.

1.3 The GENERATOR acknowledge that RCBM may alter the specifications and/or
acceptance criteria for the WASTE depending on changing cement manufacturing
requirements or as may be required by applicable laws, rules and regulations,
provided that the GENERATOR shall be given written notice of the said alteration or
specifications or acceptance criteria for the WASTE at least thirty (30) days prior to
the effectivity thereof. RCBM reserves the right to refuse any delivery of WASTE
which deviates from the specifications herein agreed upon.

1.4 Subject to Section 3 below, RCBM shall take such WASTE for co-processing, subject
to compliance with the applicable laws, regulations and permits for co-processing.

1.5 The GENERATOR further agrees to grant to RCBM (and/or any of its associated
plants as may in the future be permitted to co-process WASTE) a right of first refusal
to such additional volumes of WASTE as may be produced by GENERATOR from its
Premises.

2. Consideration

2.1 For and in consideration of the delivery of the WASTE, RCBM will compensate each
metric ton of compliant WASTE delivered by the GENERATOR, in accordance with
Annex C.

2.2 The GENERATOR guarantees, warrants and undertakes that the cement given in
exchange for the Waste shall be used, only for projects that support the
GENERATOR’s Solid Wastes Management Program

2.3 The GENERATOR shall bear all costs and expenses for the handling, and delivery of
the WASTE, including the cost and expenses for obtaining the necessary permits
and licenses for the withdrawal, loading, transport, delivery and supply of the
WASTE.

3. Delivery And Acceptance

3.1 The GENERATOR shall give RCBM at least one (1) week prior notice, in writing or
by phone call, of any proposed delivery and its estimated volume, to ensure proper
coordination with the RCBM Plant production schedule, RCBM may, at its discretion
and depending on its plant production schedule or such other conditions that may
limit RCBM’s capacity to receive the WASTE delivery, request to defer delivery of the
waste to a later date or time.
3.2 The GENERATOR shall comply with RCBM’s acceptance protocol as may be
provided in its Environmental Impact Statement, or such other procedure as may be
adopted by RCBM or as required by applicable law, rules and regulations.

3.3 The GENERATOR shall handle all the collection, hauling/ transportation, delivery and
unloading of the Waste to and at the designated RCBM Plant, as duly covered by
appropriate Delivery Receipts. The GENERATOR shall provide and contract all
equipment, facilities, personnel, materials and resources as may be necessary or
desirable for the collection, hauling/ transportation, delivery and unloading of the
Waste, and shall be responsible for all costs and expenses that may be incurred in
connection with the foregoing.

3.4 The GENERATOR shall take all necessary measures to prevent spillage, accident or
any kind of risk and damage to both life and property during the performance of its
obligations under this Agreement.

3.5 The GENERATOR shall ensure that its authorized transportation provider and drivers
shall have: (i) current and valid driver’s licenses, (ii) necessary defensive driving
certifications from accredited service providers, and (iii) shall comply with the safety
and security regulations of each of the Republic Plant. The GENERATOR shall
ensure that its authorized transportation provider utilize appropriate, roadworthy,
clean and well-maintained Vehicles, compliant with load limits as prescribed by
existing laws.

3.6 The WASTE shall be properly labelled, stored and transported in compliance with all
relevant labelling and packaging requirements under applicable laws and
regulations.

3.7 RCBM reserves the right to reject or refuse deliveries of the WASTE that: (i) are not
included or that do not conform to the specifications as prescribed under Annex B; or
(ii) are not packed or labelled in accordance with the provisions of Clause 1.

3.8 Notwithstanding the receipt of the Waste, any non-confirming material deliveries
shall be returned to the GENERATOR at the cost and expense of GENERATOR
within one (1) month from delivery of non-conforming WASTE.

3.9 RCBM also reserves the right to refuse further deliveries in case of any issues and/or
complaints are received pertaining to the delivery and storage at said facility.

4. Co-Processing and Weight Determination

4.1 RCBM shall receive, store, and dispose through cement kiln co-processing the
WASTE in accordance with the conditions set forth in its Environmental Compliance
Certificate and in accordance with all applicable laws and regulations (national and
local), including all environmental legislation as well as protocols for emissions tests
that may be required by the DENR.

4.2 RCBM shall co-process a given batch of the WASTE from the GENERATOR within a
maximum period of one hundred twenty (120) days from its receipt and acceptance.

4.3 Upon the GENERATOR’s prior written request and subject to the safety measures
and other protocols at the Plants, RCBM may allow the duly designated and
authorized representatives of the GENERATOR to observe the co-processing
activity of the WASTE at reasonable business hours.
4.4 The final weight determination shall be based on the weighbridge of RCBM Plant.

4.5 RCBM shall issue to the GENERATOR a Certificate of Disposal for a particular
batch of the WASTE co-processed, within thirty (30) working days following the close
of the month of completion of the co-processing.

5. Compliance with Laws

5.1 Each Party to this Agreement shall comply with all applicable laws, regulations and
orders and any requirements of any governmental authority relating to, without
limitation, all operations, process or practices whatsoever which may directly or
indirectly relate to this Agreement, including but not limited to all existing laws, rules
and regulations on labor standards, including registration with the appropriate
government agency(ies). Each Party shall maintain its applicable registrations, as
well as licenses and permits in good standing with the relevant agencies of the
national and local government units, including, but not limited to, the DENR and the
Department of Labor and Employment, for the duration of this Agreement, failing
which would constitute a ground for termination of this Agreement.

5.2 Each Party acknowledges that it is solely responsible for the compensation, salaries,
wages, overtime pay, bonus, incentive pay, separation pay and other benefits and
privileges of its employees. In this regard, the Parties shall comply with all the
provisions of the New Labor Code and all other labor laws and their amendments
such as but not limited to, the Minimum Wage Law, Social Security Act, National
Health Insurance Act and Department Order No. 18-A, Series of 2011 and
Department Order No. 174, Series of 2017 of the Department of Labor and
Employment on safe and healthful working conditions; labor standards such as
service incentive leaves, rest days, overtime pay, 13 th month pay and separation pay;
retirement benefits; contributions and remittance of SSS, PHILHEALTH, PAG-IBIG
Fund and other welfare benefits; the right to self-organization, collective bargaining
and peaceful concerted action and the right to security of tenure.

6. Term and Termination

6.1 This Agreement shall be valid for two (2) years effective upon signing of this
Agreement. Either of the parties may terminate this Agreement at any time prior to
the expiry of its term for material breach by the other party of any of the provisions of
this Agreement, provided a written notice shall be served at least thirty (30) days in
advance from the intended date of termination or unless superseded by a written
agreement(s) between the parties on the specific terms and conditions of the delivery
of WASTE.

6.2 Notwithstanding anything else contained herein, this Agreement may be terminated:

6.2.1 By the RCBM for any reason, provided that notice of such termination be
given in writing to the GENERATOR at least thirty (30) days prior to the
intended date of actual termination;

6.2.2 By RCBM, by giving written notice to the GENERATOR , if the GENERATOR

fails to make deliveries of the WASTE for two (2) months within the year;

6.2.3 By either Party, with immediate effect, by giving written notice to the other
Party, for breach of any of the provisions of this Agreement, which breach
remains unremedied to the satisfaction of the non-defaulting Party for a
 period of twenty (20) days from receipt of written notice of such breach with a
warning of such Party’s intention to terminate; or
6.2.4 By either Party, should the other Party become insolvent or be unable to pay
its debts when due or shall commit or permit any act of bankruptcy under
applicable law.

6.3 Effects of Termination on this Agreement. All rights and obligations of the Parties
under this Agreement shall automatically terminate, except for such rights of action
as shall have accrued prior to the effective date of such termination and any
obligations which expressly or by implication are intended to come into or continue in
force on or after such termination. Notwithstanding the termination of this Agreement,
the GENERATOR shall not be relieved of any and all liability to the other party for
breach of this Agreement.

7. Indemnity

7.1 Each Party shall defend, indemnify and hold free and harmless the other Party, its
employees and agents from and against any and all claims and liabilities, including,
but not limited to, bodily injury (including death), loss of and damage to property, and
contamination of or adverse effect on the environment, which may arise out of or in
connection with such Party performance or breach of this Agreement, or which are
caused by the negligent or wilful acts or omissions of the Generator or its
employees.

7.2 Notwithstanding anything to the contrary herein contained, the each Party agrees
to hold the other Party, its directors, officers, employees and representatives free and
harmless from, and agrees to indemnify the same for: (i) any loss, damages or injury
arising from the performance of any and all of their respective obligations under this
Agreement, including but not limited to any negligence or misconduct of its
personnel; (ii) any liability due to any breach or violation by of the provisions of this
Agreement; (iii) any liability due to any breach or violation of relevant laws and
regulations in the performance of this Agreement; (iv) any claims for payment of
salaries, wages, other benefits, and violations of the Labor Code, labor contracting
rules and regulations, and related regulations; or (v) any loss, claims for payment,
damages or injury arising from any act or omission of, or sustained by its officers,
employees, agents or representatives or any third party in relation to this Agreement.

8. Representations and Warranties

8.1 Each Party hereby represents and warrants to the other:

8.1.1 It is an entity organized and validly existing under the laws of the Philippines
and has the power and authority to own its properties and assets and to carry
on its business as now being conducted;

8.1.2 It has all requisite power and authority to execute, deliver and perform this
Agreement, and the execution, delivery and performance of this Agreement
have been duly authorized by all necessary action;

8.1.3 This Agreement has been duly executed and delivered, and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms;

8.1.4 Neither the execution and delivery of this Agreement nor the performance of
obligations and the consummation of the transactions contemplated hereby
 will conflict with or breach its organization documents or any judgement,
decree, order, agreement, instrument or other document, restriction or
obligation to which it is a party or by which it or any of its properties are
bound, or any law, statute, ordinance, order rule or regulation applicable to it
of any court, regulatory body, administrative agency or other governmental
body having jurisdiction;

8.1.5 All consents, authorizations, approvals, orders, permits or acts of or from, or

declarations or filings with, any governmental authority or regulatory body or
any court or other tribunal required for the execution, delivery or performance
by it or its obligations hereunder have been obtained and are binding and
effective; and

8.1.6 Neither party nor any of its directors, officers, partners, employees, or any
person acting for and on its behalf, have or will offer or give any employee or
agent of the other party, any consideration or commission for the award
and/or execution of this Agreement.

8.2 The GENERATOR warrants and represents to RCBM that:

8.2.1 The GENERATOR, warrants that the WASTE is a non-hazardous material

and free from any hazardous materials that may affect the ability of RCBM to
process the WASTE.

8.2.2 The GENERATOR, shall ensure that the WASTE shall be free from any
contamination of any foreign materials (such as, without limitation, boulders,
stones and/or metals) that may damage the cement manufacturing equipment
of RCBM.

8.2.3 The GENERATOR shall strictly observe all environmental, health and safety
rules and regulations of RCBM and all applicable environmental, transport
and other laws, rules and regulations in the handling of the WASTE including
during transport and loading and unloading of the WASTE from the Premises
to RCBM Plant;

8.2.4 The GENERATOR shall comply with the road transport safety rules and
procedures of RCBM, and obtain the necessary permits and licenses for the
hauling and transportation of the WASTE from the Premises to RCBM’s Plant;

8.3 RCBM represents and warrants that:

8.3.1 It has the necessary government permits and licenses, including those
required by environmental laws and regulations, to properly treat and/or
dispose of the WASTE pursuant to this Agreement.

8.3.2 It shall comply with the applicable environmental laws, rules and regulations
in the treatment and/or disposal of the WASTE pursuant to this Agreement.

8.3.3 In the event of promulgation and/or issuance of new laws, rules and
regulations concerning or related to the treatment and/or disposal of the
WASTE, RCBM shall initiate measures to fully comply with the same in the
treatment and/or disposal of the WASTE under this Agreement.

8.4 All the foregoing representations, warranties and obligations shall be in addition to
the warranties and obligations provided under applicable laws and shall survive the
 execution and delivery of this Agreement, and the transactions contemplated
hereunder.

9. Consideration for the Agreement

9.1 Neither of the Parties nor any of its directors, officers, partners, employees, or any
person acting for and on its behalf, have given or will offer any employee or
representative of the other Party any gift, commission or consideration as award for
this Agreement or the performance of the obligations under this Agreement.

9.2 If one Party is aware or becomes aware that any consideration or commission has
been, is being or will be given to any person, it shall immediately disclose the name
of such person and the amount given or being paid. Any material breach of this
warranty shall be sufficient ground for the other Party to rescind or cancel the
Agreement for cause, or to deduct the amount of the consideration or commission
paid from the fees to be paid to the other Party.

10. Occupational Health & Safety

10.1 It is the policy of the RCBM to secure the health and safety of all personnel, either its
own or that of its business partners, as well as the integrity and reliability of all its
property and equipment. The GENERATOR understands and recognizes its
responsibility and accountability for the protection of all of the Parties’ personnel, and
the preservation of each Party’s property and equipment.

To comply with this policy, and to this end:

a. Each Party shall employ properly qualified personnel, and incorporate

safeguards, rules and procedures that will minimize the risk of any personal injury
to each Party’s own personnel as well as minimize the risk of loss of, or damage
to property and equipment during the performance of its obligations under this
Agreement.

b. Each Party’s personnel must comply with established OH&S rules, practices and
procedures, use OH&S equipment, tools and any devices that are
required/provided, and conduct themselves in a way that ensures their health and
safety, and the health and safety of their fellow employees and any other
persons.

c. The Parties shall ensure that all personnel engaged to perform the Service(s) are
provided with Personal Protective Equipment (helmet with chinstraps, safety
shoes, goggles, dust masks and earplugs) and such other safety requirements.

d. The Parties’ personnel shall be responsible for providing and maintaining a safe
and healthy workplace, where all hazards, unsafe acts and/or conditions are
identified and analyzed, and thereafter controlled and eliminated. The Parties
shall identify, prohibit, and/or address any unsafe conduct by all its Personnel.
The Parties must document this in a mandatory health and safety program.

e. All of the Parties’ personnel must have a proper OH&S plan for work, work
instructions, training and testing as needed, inspection and audit programs as
well as recording and reporting of all accidents.

f. The Parties shall immediately and promptly report to the other Party all work-
related accidents and similar incidents involving its personnel engaged to perform
 the service(s).

g. The Parties shall not employ minors to perform the service(s).

h. Each Party shall conduct regular safety trainings for its Personnel engaged to
perform the service(s).

i. The Parties represents and warrants to the other that it has accident/workers
compensation insurance, as well as liability coverage.

j. The Parties likewise agree to comply with all future advisories of the other Party
relative to health and safety.

10.2 Non-compliance with this Section shall be considered a material breach and may
result in the immediate termination of this Agreement. Each Party shall be solely, fully
and exclusively liable for any and all consequential damages resulting from its non-
compliance with this Section. RCBM shall in no instance be liable for any delays,
losses, claims, or damages arising from the failure of the GENERATOR to comply
with the OH&S requirements of the RCBM and vice versa.

11. Confidentiality of Information

11.1 Each party agrees and undertakes that it shall treat as private and confidential this
Agreement and all other documents and instruments relevant, executed or delivered
pursuant to this Agreement and all covenants, provisions, and information contained
therein, and all transactions contemplated hereunder. A party shall not, without the
prior written consent of the other party, disclose any such information to any person
or undertake any publicity in connection with this Agreement, except when such
disclosures are required under applicable law or regulation by competent
governmental authority.

11.2 Without limiting the parties’ obligations in the above paragraph, each party will take
all proper steps to keep confidential all classified information of the other party which
is disclosed to or obtained by the former pursuant to or as a result of this Agreement,
and will not divulge the same to any third party and will allow access to the same to
its own staff only on strictly a “need to know” basis upon termination of this
Agreement, each party will return to the other party any equipment and written data
(without retaining copies thereof) provided for the purposes of this Agreement. This
provision shall survive the termination or expiration of this Agreement.

11.3 Classified information shall mean all information or data (including all oral and visual
information or data and all information or data recorded in writing or in any other
medium or by any other method) relating to the business, products, or operation of a
party, disclosed to or obtained by one party from the other party and, without limiting
the generality of the foregoing, classified information shall include but not be limited
to (a) any information ascertainable by the inspection or analysis of samples; and (b)
any information relating to a party’s operations, processes, plans, intentions, product
information, know-how, design rights, trade secrets, software, market opportunities,
customers and business affairs.

12. Independent Contractor

12.1 It is understood that there is no principal-agent relationship between the

GERNERATOR and RCBM. Neither of the Parties nor its employees may bind the
other Party to any obligation or contract. Furthermore, there is no employer-
 employee relationship between the GENERATOR and RCBM and one Party’s
employees are not employees of other. It is hereby expressly understood and
agreed upon that each Party shall bare the liability for its own non-compliance with
any requirement under pertinent laws, rules and regulations and each party shall
render free and harmless the other party from any responsibility whatsoever for such
non-compliance.

13. Sustainability and Restrictions

13.1 The GENERATOR acknowledges that it and its employees, distributors, and
subcontractors comply and undertake to keep complying, in all respects, with the 10
fundamental principles in the fields of human rights, labor, environment and
corruption, as set forth in United Nations Global Compact Principles as found on
http://www.unglobalcompact.org/docs/news_events/8.1/GC_brochure_FINAL .pdf.
GENERATOR further undertakes to comply with the RCBM’s Supplier Code of
Conduct attached hereto as Annex “D” and made an integral part hereof. Non-
compliance with this Section shall be considered a material breach and may result in
the immediate termination of this Agreement, without prejudice to a claim for
damages by the RCBM.

13.2 RCBM follows a global policy regarding compliance with International Trade
Sanctions (the “TS Policy”) including those administered in the United States by the
Office of Foreign Asset Control (“OFAC”). In summary, the TS Policy may apply to
certain transactions related to Cuba, Syria, Crimea and to a lesser extent Sudan,
North Korea, and Myanmar (Burma) (collectively known as “Restricted Territories”),
restrictions under EU/UK regimes or persons listed by OFAC as Specially
Designated Nationals. The Restricted Territories under the TS Policy may be subject
to change in line with international trade restrictions.

13.3 If RCBM becomes aware that an entire transaction is contrary to the TS Policy, then
RCBM may not act. If part of a transaction RCBM has been asked to carry out (or
has already carried out) would constitute, or constitutes, a breach of the TS Policy, it
may not act with respect to that part, whether it involves a placement, renewal,
variation, payment, processing, or advising, or any other service. RCBM will be able
to continue to service any other aspects of the account that do not contravene the TS
Policy.

14. Data Protection

14.1 The Parties may be receiving personal data/information from the other Party
pertaining to the other Party’s directors, officers, employees, representatives,
suppliers, contractors, customers, or agents. For this purpose, the Parties shall
ensure the confidentiality of all such personal data/information it receives about the
other Party’s directors, officers, employees, representatives, suppliers, contractors,
customers, or agents. To this end, the Parties shall at all times comply with the
requirements of R.A. No. 10173, otherwise known as the Data Privacy Act of 2012
(“Data Privacy Act”) and its Implementing Rules and Regulations (“IRR”), as may be
amended. Personal Information shall have the meaning given to it in the Data Privacy
Act and its IRR. For this purpose, the Parties shall:

a. only process any Personal Information for the purposes of performing its
obligations under this Agreement (and for no other purpose whatsoever) and
in accordance with the other Party's written instructions from time to time and
applicable law to data processors;
b. implement, and at all times during this Agreement maintain, appropriate
technical and organizational measures as instructed by the one Party to the
other, to protect the both Party’s Personal Information against unauthorized or
unlawful and/or accidental use, processing, replication, dissemination, loss or
damage, or in the absence of such instruction, such appropriate technical and
organizational measures in accordance with best industry practices;

c. provide to the other Party at any time on request a detailed written description
of the technical and organizational measures in place to protect such Party’s
Personal Information;

d. not transfer or disclose in any other way the one Party’s Personal Information
to countries outside the Philippines without the prior written consent of such
Party which may be refused at the affected Party at its sole discretion or
granted subject to such conditions as the affecter Party (in its sole discretion)
deems necessary;

e. comply with its obligations under any applicable data protection legislation,
and shall not, by act or omission, put the other Party in breach of, or
jeopardize, any registration under any such law by breach of these provisions;

f. promptly (and in any event within two Business Days) and fully notify the
other Party in writing of any notices received by the Parties relating to the
Processing (as defined in the Data Privacy Act and its IRR) of any of the other
Party’s Personal Data, including subject access requests, complaints and/or
correspondence from any relevant regulatory body and provide such
information and assistance as the other Party may require in relation to such
notice (at no cost to the other Party) and in no event shall the Parties or any
of the one Party’s personnel respond directly to any such request, complaint
or correspondence without the other Party’s prior written consent unless and
to the extent required by law (and in such circumstances the Parties shall
give the other prior written notice of its intention to respond directly);

g. promptly (and in any event within two Business Days) and fully notify the
affected Party in writing if any Personal Information has been disclosed in
breach of the Data Privacy Act of 2012 or if it suspects or becomes aware of
any actual, threatened or potential breach of security in respect of Personal
Information or if it is lost, corrupted, damaged or non-intentionally deleted;

h. permit the other Party and its representatives (at no cost) to inspect and audit
the other Party’s data processing activities (and those of its authorized data
third parties) and comply with all requests to enable the other Party to verify
and/or procure that the other Party is complying with this Section;

i. Upon the earlier of the (a) termination of this Agreement; (b) termination of
the use of the Personal Information; (c) termination of the performance of its
obligations under this Agreement; or (d) at the request of the one Party, return
any material containing, pertaining to or relating to the Personal Information,
and upon request, furnish a sworn statement from a responsible officer to the
effect that, upon such return, the other Party has not retained in its
possession, or under its control, either directly or indirectly, any such material.
As an alternative to the return of the material contemplated herein, , at the
instance and sole discretion of the affected Party, destroy such material and
furnish such Party with a sworn statement from a responsible officer to the
 effect that such material has been destroyed. The Parties shall comply with
the foregoing request within seven (7) days of receipt of such a request.

14.2 All Parties agrees that it shall protect Confidential Information or Personal Information
in the same manner and to the same degree that it protects its own confidential and
proprietary information, which shall in no instance be inconsistent with extraordinary
diligence.
14.3 All Parties agrees and consents that the other may collect, receive, have access to,
record, organize, store, consult, use or handle the other Party’s or its officers’,
directors’, personnel’s, employees’, or representatives’ Personal Information which
have been provided to the other by or at such Party’s direction, or to which access
was provided to, in connection with the or in the course of performing all obligations
under this Agreement, including, without limitation, the use of the other Party’s
electronic portal, supplier/contractor accreditation processes, or payment facilities.

14.4 All Parties may collect, receive, have access to, record, organize store, consult, use,
handle, process, transmit and file the other Party’s Personal Information, in paper or
electronic form, manually or thru an automated system, for the following purposes:

a. to confirm, maintain or update the RCBM’s records;

b. for statistical analysis and internal reporting;
c. for identification or verification purposes;
d. to communicate or contact the GENERATOR with regard to the
GENERATOR’s relationship with the RCBM;
e. to collect or make any payment; or
f. as required under applicable law or regulation or by any decision or order of
any court or government agency.

14.5 All Parties agrees and consents that the other Party may disclose the each other’s
Personal Information to:

a. any consultant, adviser or auditor performing services in connection with the

other Party’s account or who has been engaged by the other Party in
connection with its operations;
b. any person to whom the other proposes to assign or transfer any of its rights
and/or duties under this Agreement;
c. any guarantor or person providing security in relation to the other Party’s
obligations under this Agreement;
d. any affiliate, subsidiary, or associated company of the other Party (including
without limitation CRH or Aboitiz associated companies [such as Unionbank,
Petnet, Aboitizland, Aboitiz Power, Pilmico, etc.]) in connection with the
provision of their respective product(s) or in connection with any of the
purposes set out in this Agreement;
e. where the Parties have reason to believe that disclosing the other Party’s
Personal Information is necessary for establishing a legal claim or defense,
including to obtain legal advice, to exercise their rights or those of its affiliates
or subsidiaries or to institute any legal action, whether under this Agreement
or against any third party; or
f. any person as required or permitted by law, rule or regulation or by any
decision or order of any court or government agency.

14.6 The Parties may, from time to time, use aggregate non-identifying information about
its business partners, to enable it to operate effectively or to improve its operations
and processes.
14.7 The Parties acknowledges that, to maintain the security and accuracy of Personal
Information, the Parties have implemented physical, technical and organizational
measures to protect the other Party’s Personal Information. These include IT
infrastructure, encryption tools, access policies, disaster recovery plans and physical
security and asset management protocols to protect against unauthorized access,
disclosure and processing of Personal Information. Notwithstanding, the Parties
acknowledge that, in the processing of Personal Information, unauthorized access,
disclosure or processing may occur due to causes beyond the reasonable control of
the other Party. In such an event, the Parties shall not hold the other liable in the
absence of gross negligence or willful misconduct.

14.8 The Parties acknowledge that the Personal Information shall be stored by the other
Party for such term as may be relevant to the purpose for which it was collected and
processed and for as long as required by applicable law.

14.9 This Section shall survive the termination or expiry of this Agreement.

15. Miscellaneous Provisions

a. Modification

This Agreement shall be modified only by a written instrument signed by the duly authorized
representatives of the parties.

b. Severability

If any of the provisions shall be declared null and void or illegal, the validity of the other
provision of this Agreement shall not be affected thereby.

c. Subcontracting

Subject to prior written notice to and approval by RCBM, the GENERATOR may subcontract
and/or engage a third party to transport the Waste to and from the collection sites to the
RCBM Plant.

d. Assignment

This Agreement shall not be assignable by any party hereto without the prior written consent
of the other party. Subject to the foregoing restriction, all the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties.

e. Notices

All notices which may be given hereunder shall be given in writing in the English language
and delivered by hand, facsimile, courier, or prepaid registered mail, duly addressed to the
relevant Party at its address given herein or such other address as may from time to time be
notified for this purpose. Any notice served by hand shall be deemed to have been served
on delivery; any notice served by facsimile shall be deemed to have been served when sent;
any notice served by prepaid registered mail shall be deemed to have been served ten (10)
calendar days after the time at which it was posted; and any notice served by courier shall
be deemed to have been served seventy-two (72) hours after the time it was posted. In
proving service, it shall be sufficient in the case of service by hand, prepaid registered mail,
or courier, to prove that the notice was properly addressed and delivered or posted, as the
case may be; and in the case of service by facsimile transmission to prove that the
transmission was confirmed as sent by the originating machine.

Notices to Generator shall be addressed as follows:

Attention to:
OFFICE OF THE MAYOR
______________________________
______________________________
_________________

Notices to RCBM shall be addressed as follows:

REPUBLIC CEMENT & BUILDING MATERIALS, INC.

Menarco Tower, 32nd Street
Bonifacio Global City
Taguig 1634
Fax No.: +632-8152585
Attention to: The President

With copy to: REPUBLIC CEMENT SERVICES, INC.

Attention to: Angela Edralin-Valencia
Director for Environmental Performance
& Community Relations
Address: Menarco Tower, 32nd Street
Bonifacio Global City
Taguig 1634
E-Mail: co-processing@republiccement.com

f. Waiver

Any waiver by a party of any breach of this Agreement shall not operate as a waiver of any
continuing or further breach.

g. Force Majeure

Whenever a period of time is provided in this Agreement for either Party to do or perform any
act or thing, and the Party obliged to perform such act or thing is unable to accomplish the
same within such period due to force majeure, such period shall be extended for a time
equal to the duration of the force majeure, or such period as may be mutually determined
and agreed by the Parties. The phrase “force majeure” refers to events beyond the control of
either Party, not attributable to their fault or negligence, which cannot be foreseen or if
foreseen cannot be prevented even with the exercise of due diligence, such as but not
limited to revolution, rebellion, insurrection, war or armed hostilities, riot, shipwreck,
earthquake, typhoon, tsunamis, disastrous flood, conflagration, nation-wide or industry-wide
strikes, and other physical or natural calamities or catastrophes analogous to the foregoing.

h. Entire Agreement

This Agreement, including the annexes, represents the entire understanding between the
parties and supersedes any and all previous agreements or representations (whether written
or verbal), between the parties hereto. Accordingly, no verbal or written agreement or
undertaking, including any alteration or modification of the terms and conditions of this
Agreement, shall be binding on Generator unless confirmed in writing and signed by its duly
authorized representative/s.

Any subsequent agreement, modification or amendment of any of the terms and conditions
of this Agreement shall be mutually agreed upon in writing by the parties.

This Agreement shall be implemented together with the Purchase Order indicating the
relevant costs/rates/prices hereunder. In the event of any conflict or inconsistency between
the provisions of this Agreement and the Purchase Order/Contract covering the services
contracted for hereunder, it is understood that the provisions of this Agreement shall prevail.

i. Counterpart Signing

This Agreement may be executed in one or more counterparts, all of which together shall
constitute only one agreement.

j. Survival

After this Agreement terminates or expires, the terms and conditions that expressly or by
their nature contemplate performance or observance after the termination or expiration of
this Agreement shall survive and continue in full force and effect until completely performed
or observed.

k. Governing Law; Dispute Resolution; Venue

This Agreement shall be governed by and interpreted in accordance with Philippine laws.
The exclusive venue of any and all disputes arising in connection with this Agreement shall
be the competent court(s) of Makati City, to the exclusion of all other courts.

l. Immunity from Suit.

To the extent that any Party has or hereafter may acquire any immunity from jurisdiction
of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution or otherwise) with
respect to himself or itself or its property, such Party waives, in any such
proceedings, to the fullest extent permitted by law, any right of sovereign
immunity that it or any of its assets now has or may acquire in the future in any
jurisdiction; and waives, to the fullest extent permitted by law, the defense of
sovereign immunity with respect to the enforcement of any judgment or award
against it in any such proceedings.

IN WITNESS WHEREOF, both parties have hereto caused this Agreement to be executed
by their duly authorized signatories as of the date and place first written above.

MUNICIPALITY OF _________________ REPUBLIC CEMENT

AND BUILDING MATERIALS, INC.

HON. __________________________ RENATO C. SUNICO

Mayor President

Signed in the Presence of:

______________________________ ______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY ) S.S

BEFORE ME, a Notary Public for and in the Makati City, this _____________, personally
appeared the following:

NAME CTC/Passport No. DATE/PLACE ISSUED

Renato C. Sunico P3927656A August 4, 2019 DFA Manila

known to me and to me known to be the same persons who executed the foregoing
agreement consisting of __________ (__) pages, including that upon which this
acknowledgement is written, who acknowledged to me that the same is their free and
voluntary act and deed. As well as the voluntary act and deed of the entities herein
represented.

WINESS MY HAND AND SEAL on the day and place above written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2020
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________ ) S.S

BEFORE ME, a Notary Public for and in the ______________, this _____________,
personally appeared the following:

NAME CTC/Passport No. DATE/PLACE ISSUED

HON. _____________________

known to me and to me known to be the same persons who executed the foregoing
agreement consisting of __________ (__) pages, including that upon which this
acknowledgement is written, who acknowledged to me that the same is their free and
voluntary act and deed. As well as the voluntary act and deed of the entities herein
represented.

WINESS MY HAND AND SEAL on the day and place above written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2020
 Annex B
Waste Acceptable Criteria

1. Acceptable Wastes

All combustible materials can be accepted for co-processing (i.e. plastics, paper, cloth,
leather, wood, etc.) provided it is shredded to acceptable size.

2. Acceptable Size

The shredded materials should not be greater that 2 inches for 2D materials (i. e. flat) and 1
inch for 3D materials (i. e. thick)

3. Acceptable Packaging

All deliveries should be in tonner bags for ease in storage and handling

4. Others

 Metals/metal contamination are not allowed for delivery as it will damage the plant’s
equipment

 The Total Moisture content of the shredded materials should be less than 10%.
Deliveries with more that the set moisture limit will have a corresponding penalty.
 ANNEX C
CONSIDERATION

Waste Unit Consideration

Shredded Laminates 1 Metric Ton 10 Cement Bags
Unshredded Laminates 1 Metric Ton 5 Cement Bags
Delivered Used Tires 1 Metric Ton 16 Cement Bags
Picked Up Used Tires 1 Metric Ton 8 Cement Bags
 ANNEX D
SUPPLIER CODE OF CONDUCT

INTRODUCTION

Republic Cement is committed to the highest levels of legal, ethical and moral standards,
which is set out in its Code of Business Conduct. It places business ethics and Corporate
Social Responsibility (CSR) at the forefront of all its business dealings, specifically those
with its Suppliers, both direct and indirect, recognizing that they are key stakeholders in the
success of its business. Not surprisingly, its procurement requirements are very high;
Republic Cement expects its Suppliers to share its desire to be the best, to be innovative
and efficient and quality driven. Above all, Republic Cement only chooses suppliers who
share in its unwavering commitment to good ethical practices and who meet its standards in
respect of human rights, health & safety and environmental stewardship. This Supplier Code
of Conduct (the “Code”) sets out these CSR requirements and how Republic Cement wants
to ensure a supplier’s compliance. In return, Republic Cement strives to be a fair and honest
partner, firmly believing that relationships built on trust and integrity will be sustainable and
beneficial for all.

CSR REQUIREMENT FOR ALL SUPPLIERS

Suppliers must comply with all relevant laws relating to human rights, health, safety and
environment and anti-bribery and corruption (including UK Bribery Act, US Foreign Corrupt
Practices Act, OECD Due Diligence Guidance for Responsible Supply Chains of Minerals
from Conflict-Affected and High-Risk Areas and section 1502 of the Dodd-Frank Act, as
applicable). Suppliers must also adhere to good ethical practices as set out in the Republic
Cement Code of Business Conduct and specifically undertake the following:

1. To support and respect the protection of human rights within their areas of influence;
2. To respect freedom of association and the effective recognition of the right to
collective bargaining by employees;
3. To prohibit all forms of forced, compulsory and child labor;
4. To support the principles of equal opportunity in respect of the recruitment and
selection of employees;
5. To comply, as minimum, with all applicable health & safety legislation and continually
improve stewardship towards best industry practice;
6. To comply, as a minimum, with all applicable environmental legislation and support a
proactive approach to environmental challenges;
7. To comply with all relevant anti-bribery and anti-corruption legislation in respect of
their dealings with Republic Cement, including in particular Republic Act No. 3019
otherwise known as the Anti-Graft and Corrupt Practices Act;
8. To comply with the OECD guidelines as well as Section 1502 of the Dodd-Frank Act
which aims to prevent the use of minerals that directly or indirectly finance or benefit
armed groups in the Democratic Republic of the Congo (DRC) or in adjoining
countries (“Conflict Minerals”), as may be applicable.

The above requirements where relevant and practical will be incorporated into new or
renewed supply/service contracts which may include additional clauses and reference other
specific laws and regulations as required.

Republic Cement expect suppliers to adhere to the principles set out in this Code. For Key
suppliers, Republic Cement would also expect that they would have similar requirements in
place for their upstream supply chains and to exercise diligence in verifying their supplier’s
compliance. Republic Cement may ask them to demonstrate that this is the case and also
request them to accept additional investigations, site visits or a full CSR audit in order to
provide requirement levels of assurance with the standards prescribed.

ADDITIONAL ASSURANCE PROCEDURES

Higher Risk Suppliers

Suppliers/Contractors who may be deemed to have higher potential CSR risk because of the
value their contract with Republic Cement (contracts that cost greater than ₱50 million
operating in identified risk countries such as China, India, and Russia), the location of the
source of supply, or some other risk factor, may be required to certify compliance with this
Code and accomplish a self-assessment CSR questionnaire. They may also be asked to
accept additional investigations, site visits or a full CSR audit to be conducted. If such
enquiries are satisfactory, the Supplier/Contractor may be engaged using a standard
contract which incorporates the CSR conditions referred above. If the requirements were not
met, a remediation plan should be put into place over an agreed time frame and progress
monitored. Otherwise, the Supplier/Contractor may not be able to continue dealing with
Republic Cement. Republic Cement will offer as much help in such circumstances as is
practical.

Conflict Mineral Suppliers

The Company has designed its conflict minerals reporting efforts to align and comply with
Dodd-Frank’s conflict minerals reporting rules and expects suppliers to do the same.
Republic Cement require that all suppliers (who provide products or components to the
Company that contain conflict minerals) complete annual surveys regarding country of origin
of any conflict minerals contained in such products or components. We require that all
suppliers agree to cooperate with the Company in connection with any due diligence that the
Company chooses to perform with respect to its country of origin inquiries. In addition,
Republic Cement requires suppliers, when the Company deems necessary, to provide
reasonable proof of the due diligence performed to support the country of origin certification
to Republic Cement.

Other Suppliers

Republic Cement expects all other suppliers to adhere to the principles set out in this Code.
For key suppliers, Republic Cement would also expect that they would have similar
requirements in place for their upstream supply chains and to exercise diligence in verifying
their suppliers’ compliance. Republic Cement may ask them to demonstrate that this is the
case and also request them to accept additional investigations, site visits, or a full CSR audit
in order to provide required levels of assurance with the standards prescribed.

CODE OF VIOLATIONS, REPORTING AND REVIEW

Please note that Republic Cement may terminate a contract with a Supplier/Contractor who
violates this Code or refuses, if asked, to take part of in a remediation plan. Likewise
Republic Cement will also exclude from any tendering process Suppliers/Contractors who do
not show high ethical and CSR standards or compliance with relevant laws. The
Supplier/Contractor understands that it may be asked to accept additional investigations, site
visits or a full CSR audit in order to provide required levels of assurance with the standards
prescribed. Republic Cement strongly encourages any ethical or legal misconduct or
violations of this Code to be reported by either the Company or the Supplier using the
“hotline” facility. This may be found at www.crhhotline.com or alternatively by phone at 1-
800-1111-0771. Numbers for a 24/7 multi-lingual service are available to download at
http://www.crh.com/our-group/corporate-governance/code-of-conduct. Only if we uphold
these high ethical and CSR standards, can we safeguard our excellent reputation and
ensure our shared, continued success. Republic Cement will constantly monitor the
operation of this Code and make further improvements where it believe this can lead to even
better practice. Republic Cement looks forward to doing business with you and together
leading an ethical and responsible supply chain.