GARBAGE HAULING AGREEMENT

This Garbage Hauling Agreement (“Agreement”) is made and entered into this _______
day of ____________________, at _____________________, Philippines, by and between:

SM PRIME HOLDINGS INC., a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with office
address at 10th Floor Mall of Asia Arena Annex Building, Coral Way corner J. W.
Diokno Blvd., Mall of Asia Complex, Pasay City, Metro Manila, represented
herein by its Authorized Signatory, MS. JOSEFINA E. MASANGCAY, and
hereinafter referred to as “PRINCIPAL”.

and

FIRST GREEN ISABELA WASTE MANAGEMENT, INC., a corporation

duly organized and existing under and by virtue of the laws of the Republic of the
Philippines, with office address at 88 Trade Center Bldg., San Fermin, Cauayan
City, Isabela, represented herein by its Chief Operating Officer, MR. ALLAN U.
TY, and hereinafter referred to as the “CONTRACTOR”.

(Each, a “Party” and collectively, the “Parties”)

WITNESSETH: That

WHEREAS, PRINCIPAL is engaged in the business of building and operating a

nationwide chain of multi-level, fully-integrated shopping, dining, entertainment and leisure
complexes in the Philippines;

WHEREAS, PRINCIPAL, in the normal course of its operations, generates solid wastes
(the “Waste”) which must be transported to garbage dumpsites accredited by the Department of
Environment and Natural Resources (“DENR);

WHEREAS, the CONTRACTOR is duly licensed to engage in the business of waste and
garbage hauling and dumping, and provides various commercial establishments with the
following services: garbage hauling, trucking, and selling of recyclable waste matters;

WHEREAS, to ensure the proper protection of the environment, PRINCIPAL is desirous

of availing of the services of the CONTRACTOR to haul and transport the Waste to DENR-
accredited garbage dumpsites, and the CONTRACTOR has agreed to the same, subject to the
terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual
covenants hereinafter set forth, the Parties hereby agree as follows:

SECTION ONE SUMMARY OF BASIC PROVISIONS

 PRINCIPAL hereby designates CONTRACTOR as its service provider for the hauling
and transport of Waste, as described below, subject to the terms and conditions set forth in this
Agreement.

MALL/SERVICE AREA : SM City Cauayan

CONTRACT TERM : 29 May 2014-28 May 2015

MONTHLY RATE : Fifty-Two Thousand Eighty Pesos (PhP52,080.00)

DEDUCTIONS/PENALTY : Fifty Pesos (PhP50.00)

PERFORMANCE BOND : One Hundred Thousand Pesos (PhP100,000.00)

COMPREHENSIVE GENERAL LIABILITY

INSURANCE COVERAGE : Five Hundred Thousand Pesos (PhP500,000.00)

Any reference in the Agreement to any of the provisions (or the “Basic Provisions”)
summarized under Section One hereof, shall be deemed to refer equally to the relevant
provisions of this Garbage Hauling Agreement from which said summary derives.

SECTION TWO
TERM AND TERMINATION

2.1 The term of this Agreement shall be effective during the Term stated in the Basic
Provisions, unless otherwise pre-terminated or extended in accordance with the provisions
hereunder (the “Term”).

2.2 Either Party may immediately terminate this Agreement at any time during the
Term in the event the other Party (i) commits a material breach of any of the terms, conditions
or restrictions set out in this Agreement and/or (ii) defaults in its obligations and covenants
hereunder, and fails to remedy or at least take reasonable steps to remedy said breach or
default within the period provided in the written notice thereof.

2.3. This Agreement may likewise be cancelled/terminated at any time during its
effectivity, for any other cause or for no cause whatsoever, upon thirty (30) calendar days prior
written notice by either party to the other party.

SECTION THREE
OBLIGATIONS OF THE CONTRACTOR

3.1 The CONTRACTOR shall:

(a) collect, haul, transport, and/or dispose the Waste generated by the Mall/Service
Area specified in the Basic Provisions (the “Mall”) to a DENR-accredited disposal site and/or
recycling facility (the “Facility”) for disposal and/or recycling, For this purpose, PRINCIPAL shall
designate an area or structure for the temporary storage of the Waste, from which the
CONTRACTOR shall collect the Waste (the “Collection Site”). In no case shall the
CONTRACTOR transport and/or dispose the Waste to a disposal site or facility not duly
accredited by the DENR;

(b) undertake the collection, transport, and disposal of the Waste in accordance with
the schedule and cut-off times set by PRINCIPAL for the same;

(C) be primarily responsible for the overall cleanliness and sanitation of the
Collection Site, and shall undertake, at its expense, the (i) necessary declogging works on the
sanitary and drain lines at the Collection Site, and (ii) commission of sanitation and pest control
service therefor;

(d) ensure that its employees, representatives, and/or personnel directly dealing with
the collection of the Waste from the Mall and Collection Site (hereinafter, the “Personnel”) are
equipped with personal protective equipment and paraphernalia such as, but not limited to
gloves, masks, and safety boots, to protect them from the hazards of handling the Waste.

(e) provide the necessary training to the personnel to ensure that the Waste are
handled properly in accordance with existing laws, rules, and regulations on the handling of said
Waste;

(f) ensure that the Personnel shall, at all times within the premises of the Mall and/or
the Collection Site, wear the CONTRACTOR’s official uniform, with said Personnel’s name
displayed;

(g) ensure that the collection of Waste is done in a manner that prevents (i) damage
to its container and the Collection Site, and (ii) spillage or scattering of the Waste within the
Collection Site;

(h) ensure that the equipment used by it in the collection and transportation of the
Waste are maintained in good condition and operated in such a manner as to minimize health
and safety hazards to the Personnel and the general public;

(i) when necessary, use separate collection schedules and/or separate transport
vehicle(s) for specific types of wastes. Otherwise, the CONTRACTOR shall ensure that the
vehicle(s) used for the collection and transport of solid wastes shall have the appropriate
compartments to facilitate efficient storing of sorted wastes while in transit. The waste
compartment shall have a cover to ensure the containment of solid wastes while in transit;

(j) ensure that its transport vehicle(s) are designed to consider road size, condition
and capacity to ensure the safe and efficient collection and transport of the Waste;

(k) warrants that its transport vehicle(s) shall comply with all the applicable
requirements and regulations of the DENR for the transport of the Waste, as well as under
applicable laws and local ordinances, and that the operators thereof are properly trained,
licensed and duly authorized to operate vehicles of the same type;

(l) be responsible for the safe transport of the Waste from the Collection Site to the
Facility and shall observe all the necessary precautions to prevent any spillages whatsoever
during loading and transport. Accordingly, the CONTRACTOR shall be fully responsible for any
and all accidents and/or damages that may arise during such transport;
 (m) after the collection of Waste, thoroughly wash and clean the Collection Site, and
shall apply disinfectant and deodorizer to the same;

(n) Fully and strictly comply with PRINCIPAL’s rules and regulations on the proper
handling, storage, collection, transport, and disposal of the Waste;

(o) warrant and ensure at all times that the collection, transportation and disposal of
the Waste shall be in accordance with the requirements and regulations of the DENR as well as
all pertinent local ordinances and other relevant laws, rules and regulations on waste transport,
treatment, and disposal. It is understood that (i) the CONTRACTOR’s responsibility for the
Waste commences upon its storage at the Collection Site, and (ii) PRINCIPAL shall, in no case,
be held liable for any violation by the CONTRACTOR of any such laws, rules and regulations
which may have been committed by it in the provision of services under this Agreement.

(p) at its own expenses, prepare all required documents and secure from the DENR,
or from the appropriate government agency and/or local government unit, all the required
clearances and permits necessary for the transport, treatment, and disposal of the Waste;

(q) submit to PRINCIPAL, the Certificate of Acceptance, Waste Manifest

Form/Report, and/or such other documentation required by PRINCIPAL, issued by the
designated DENR accredited landfill (the “Landfill”) attesting to the disposal of Waste at the
Landfill;

(r) not commit any of the following acts:

i. collect Waste from areas outside the Collection Site or such other area as
designated by PRINCIPAL;

ii. throw or dump any of the Waste collected from the Mall in public places,
such as roads, sidewalks, canals, esteros or parks, and other public establishments, or
causing or permitting the same;

iii. mix source-separated recyclable material with other solid waste in any
vehicle, box, container, or receptacle used in solid waste collection or disposal; and

iv. such other acts as are prohibited by applicable laws, rules, regulations,
and policies with respect to the transport and treatment of the Waste;

(s) maintain and keep the necessary records and relevant documentation in
connection with the provision of services pursuant to this Agreement.

(t) warrants that it has read and understood Metropolitan Manila Development
Authority (“MMDA”) Regulation No. 99-004, otherwise known as the “Waste Segregation
Scheme” and such other regulations and implementing guidelines thereto, and undertakes to
comply with every provision thereof, or in cases where the area subject of this Agreement is
located outside Metro Manila, pertinent local government regulations and implementing
guidelines on waste segregation;
 (u) ensure that all required permits and clearances on the transport and treatment of
the Waste are fully complied with in accordance with the applicable laws, rules and regulations
on the same. In this respect, the CONTRACTOR, agrees the PRINCIPAL shall, on no case, be
held liable for any violation by the CONTRACTOR of such permits and clearances which may
have been committed by it in the provision of its services under this Agreement; and

(v) comply with all other applicable laws, rules, regulations and policies of any
government or other relevant authority during the continuance of this Agreement and in the
provision of the Services hereunder (including payment of any and all fees, and the obtaining of
all and any permits, registrations, licenses, and taxes required for, or related to, the Services or
the performance of Services by federal, state and local governments), and the CONTRACTOR
shall further comply with the general guidelines, procedures, policies and specific instructions
issued by PRINCIPAL from time to time.

SECTION FOUR
COMPENSATION AND PAYMENT TERMS

4.1 Fee. For and in consideration of the Services performed by the

CONTRACTOR under this Agreement, PRINCIPAL shall pay CONTRACTOR the monthly rate
set forth in the Basic Provisions (the “Fee”)

4.2 Deductions. The Collection Site must be totally empty and free of Waste on the
cut-off time set by PRINCIPAL. Should the CONTRACTOR fail to collect, haul, and transport of
the Waste within the cut-off time PRINCIPAL, shall, at its option, collect from CONTRACTOR or
deduct from the Fee the Deductions specified in the Basic Provisions, which shall be computed
per cubic meter of uncollected Waste.

4.3 Billing. The CONTRACTOR shall submit to PRINCIPAL a monthly

Statement of Account (“SOA”) and PRINCIPAL agrees to pay the CONTRACTOR the amount
due within thirty (30) days from receipt of SOA, less any Deductions as set forth in Section 4.2
herein.

4.4 Taxes and other Fees, Any and all taxes, licenses, permits, and fees which may
be due to the local and/or national government on account of the Services to be performed
hereunder and/or the payment of the Fee shall be the exclusive responsibility and for the sole
account of CONTRACTOR.

SECTION FIVE
PERFORMANCE BOND AND INSURANCE

5.1 Within thirty (30) calendar days after execution of this Agreement,
CONTRACTOR shall:

(a) Put up a performance and payment bond (the “Performance Bond”)

issued by an insurance company duly registered with the Philippine Insurance
Commission and mutually acceptable to the Parties, in the amount specified in the Basic
Provisions, as and by way of security for the payment of any and all damages/losses
 which PRINCIPAL may incur as a result of CONTRACTOR’s failure to faithfully comply
with any or all of the provisions of this Agreement, as well as to protect PRINCIPAL from
CONTRACTOR’s possible failure to pay the salaries and wages of its Personnel. It is
hereby agreed that before the aforementioned Performance Bond is
discharged/cancelled, CONTRACTOR’s responsible officer/s and/or duly authorized
representative/s shall execute an affidavit to the effect that it has performed its duties
and responsibilities under this Agreement and has paid all of its obligation for wages,
salaries and materials supplied and other miscellaneous expenses; and

(b) Deliver to PRINCIPAL Comprehensive General Liability Insurance policy

issued by an insurance company duly registered with the Philippine Insurance
Commission and mutually acceptable to the Parties, in the amount of specified in the
Basic Provisions.

5.2 Should the CONTRACTOR neglect/fail to perform any of its obligations

hereunder, or otherwise violate any of the terms and conditions of this Agreement, PRINCIPAL
may, after the lapse of ten (10) calendar days from the time it gives the CONTRACTOR and the
latter’s Performance Bond surety prior written notice/demand in relation thereto with neither
entity acting thereon, or at its option, immediately suspend/terminate this Agreement pursuant to
Section 2.2 hereof.

SECITON SIX
WARRANTIES AND REPRESENTATIONS

6.1 Each of the Parties hereby represent and warrant that:

(a) It is an entity organized an, existing under and by virtue of the laws of the
Republic of the Philippines, with full power and authority to enter into this Agreement;

(b) It has obtained all corporate approvals and/or authorizations for the
execution of this Agreement;

(c) This Agreement shall upon its execution, be valid, binding and
enforceable against it in accordance with the terms thereof; and

(d) It has obtained the necessary permit/s, license/s, or authorization/s from

the proper government agencies or offices to perform its specific Obligations under this
Agreement and shall maintain said permit/s, license/s, or authorization for the entire
duration of this Agreement;

(e) It shall be exclusively liable for any and all taxes, license fees, permit
fees, charges and assessments which are imposed or may hereafter be imposed by the
proper governmental tax authorities in relation to the performance of its specific
obligations under this Agreement; and

(f) it shall faithfully comply with all the obligations, acts ad undertakings
required of it hereunder.
 6.2 The CONTRACTOR further warrants that the segregation, collection, hauling,
transport, storage and disposal processes it employs are compliant with the rules and
regulations issued by the DENR and existing laws. For this purpose, the CONTRACTOR shall
allow PRINCIPAL, or its authorized representative(s) to conduct a site inspection or assessment
of the Collection Site, and/or any of the CONTRACTOR’s transport vehicle(s), equipment, and
work premises to confirm the CONTRACTOR’s compliance with said laws, rules and
regulations.

SECTION SEVEN
OTHER TEMRS AND CONDITIONS

7.1 Relationship of the Parties. There is no employer-employee relationship

between PRINCIPAL on one hand, and CONTRACTOR and the latter’s representatives and the
Personnel who may be assigned to perform services pursuant to this Agreement, on the other
hand. It is hereby agreed that CONTRACTOR shall be solely responsible for the respective
compensation of said personnel who are assigned to perform services pursuant to this
Agreement. As such, CONTRACTOR, shall hold PRINCIPAL free and harmless from any
liability, cause/s of action, claim/s which may be filed against PRINCIPAL by any, some or all of
CONTRACTOR’s personnel in connection with the services they are assigned to perform under
this Agreement or under the application laws, rules and regulation.

7.2 Force Majeure. Neither party shall be liable for failure to perform their
obligations under this Agreement if such failure is due to Force Majeure/fortuitous events or any
other cause or condition beyond its control. In this regard, the term “Force Majeure/fortuitous
event” shall mean all events which could not be foreseen or although foreseen, were inevitable
and beyond the control of the Party/ies, and which materially affect the ability of the Party/ies to
comply with any of its/their obligations under this Agreement, and shall include, among others,
acts of war or the public enemy (whether declared or not), fire, earthquake, flood, typhoons,
public disorders, sabotage, rebellion, revolution, civil commotion, strikes, lockouts, boycotts or
other industrial or labor disputes, acts orders and rulings of Government, whether national or
local, or any or its agencies and instrumentalities, which may adversely affect the performance
of the respective obligations or the exercise of the respective rights of the Parties, and which
could not be attributed to the fault, negligence and participation of the Party/ies and/or
respective agents/employees, or any other cause or causes, whether similar or dissimilar to the
foregoing, which are beyond the reasonable control of the Party/ies. Once the event of Force
Majeure or fortuitous event has already ceased, the pertinent Party’s duly authorized
representative shall immediately notify the other Party of said fact and the Parties shall resume
the performance of their respective obligations under this Agreement.

7.3 Indemnity. CONTRACTOR shall hold PRINCIPAL, its affiliates, officers,

directors, stockholders, employees and/or agents, free and harmless from and against any
losses, claims, damages, liabilities, expenses, and/or costs of litigation, resulting from arising
out of its performance of its services pursuant to this Agreement. CONTRACTOR further agrees
to indemnify PRINCIPAL, its affiliates, officers, directors, stockholders, employees and/or
agents, for losses, claims, damages, liabilities, expenses, and/or costs of litigation, which they
may suffer as a result of, or arising from CONTRACTOR’s performance of its obligations under
this Agreement.
 7.4 Confidentiality. Unless required by law or by an order from a court of
competent jurisdiction, the parties herein shall hold in confidence and shall not disclose to any
third party, without the other party’s consent, any information obtained from the other party as a
result of his Agreement.

7.5 Non-Assignability. This Agreement shall not be assigned by either

Party, in whole or in part, without the other Party’s prior written consent, except that PRINCIPAL
may validly assign this Agreement or any portion hereof, without need of obtaining
CONTRACTOR’s prior written consent if such assignment is in favor of any of PRINCIPAL’s
parent or subsidiary companies. In such case, CONTRACTOR shall continue to be liable to said
assignee for the performance of its obligations under this Agreement. Any assignment in
contravention of this provision shall be null and void.

7.6 Notices. All notices and communications which may be given to either of
the Parties hereunder shall be in writing, addressed and deemed properly given if sent by
registered mail with return receipt, postage prepaid to the signatories and addresses specified in
the first page hereof, or to such other address/es as maybe designated by the Party/ies in
subsequent written notice/s.

7.7 Non-waiver. The failure of one Party to insist upon the strict
performance of any term, condition and/or covenant hereof shall not be deemed a
relinquishment or waiver of any subsequent breach of or non-compliance with the same or any
other term, condition and/or covenant hereof. No waiver by any one Party of its rights under this
Agreement shall be deemed to have been made unless expressed clearly and in writing and
signed by the Party.

7.8 Governing Law. This Agreement shall be interpreted, governed and

enforced in accordance with the law of the Republic of the Philippines.

7.9 Amicable Settlement. The Parties agree that in the event that there is any
dispute or difference between them arising out of this Agreement or in the interpretation of any
of the provisions hereof, the respective duly authorized representatives of the Parties shall
promptly meet to resolve such dispute or difference and the joint decision of such signatories
shall be binding upon the Parties hereto.

7.10 Jurisdiction of Courts. In the event that a settlement or resolution of any

dispute or difference is not arrived at pursuant to the immediately preceding Section, the Parties
hereto submit to the exclusive jurisdiction of the proper courts of Pasay City, to the exclusion of
all other courts, for the hearing and determination of any proceeding arising out of or in
connection with this Agreement.

7.11 Entire Agreement and Amendments. This Agreement and any other
provisions or terms specifically incorporated herein constitute the entire agreement of the
Parties and supersedes all prior agreements that may have been executed in connection with
the subject hereof. This Agreement may be amended but only by an instrument in writing signed
by both Parties. The terms, provisions and covenants or any such amendment/s shall inure to
the benefit of and be binding upon the Parties hereto, their successors and assigns.
 IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed on the
date and at the place first written above.

SM PRIME HOLDINGS, INC. FIRST GREEN ISABELA WASTE

Principal MANAGEMENT, INC
Contractor
By:
By:

_______________________________ _____________________________
JOSEFINA E. MASANGKAY ALLAN U. TY
Autorized Signatory Chief Operating Officer

Signed in the presence of:

____________________________________ ____________________________________
 ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in ___________________ personally came and
appeared with their respective competent evidence of identification as follows:

Name Identification Validity/Date/Place Issued

JOSEFINA E. MASANGKAY, in TIN: 139-338-637

his/her capacity
Authorized Signatory of PRINCIPAL

ALLAN U. TY, in his/her capacity as TIN: 173-622-362

Chief Operating Officer of
CONTRACTOR

known to me and to me known to be the same persons who executed the foregoing instrument
and they acknowledged to me that the same is their own free and voluntary act and deed as
well as that of the corporations represented herein.

This instrument refers to a Garbage Hauling Agreement which consists of _______ (___)
pages, including this page whereon this acknowledgment is written, has been signed by the
parties and their instrumental witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL, at the date and place first above written.

Doc. No. ________;

Page No. ________;
Book No. ________;
Series of 2014.