AMENDED SERVICE AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THIS FIRST AMENDMENT TO THE SERVICE AGREEMENT (this “Amendment’) dated April 29, 2021 is made and entered into this___ day of April 2021 by and between: TAGUIG LAKE CITY DEVELOPMENT CORPORATION, a corporation duly registered and existing under and by virtue of the laws of the Philippines with principal office address at V-615 6F Philippine Stock Exchange Plaza Tower, Ayala Ave, Bel-air, Makati City, Philippines, herein represented by its President, ELVIRA A. TING, and hereinafter called and referred to as “TLCDC”; and - PRISM EXPRESS CONSULTING, INC., a corporation duly registered and existing under and by virtue of the laws of the Philippines with principal office address at 54 South Maya, Phil-am 1, Quezon City, Philippines, herein represented by its Vice President, ALLAN R. PLETE, and hereinafter called and referred to as the “PRISM”; (each a “Party” and collectively as “Parties”). WITNESSETH: WHEREAS, the Parties entered into a Service Agreement, dated April 29, 2021 (the “Agreement”), wherein TLCDC and PRISM set forth their agreements with respect to certain services to be provided by PRISM to TLCDC; and WHEREAS, the Parties desire to amend the Service Agreement in order to continue some of PRISM’s services to TLCDC under certain circumstances, and this new Agreement is intended to reflect the terms specified herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and in the Service Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The preamble is hereby amended by inserting the following provisions: “WHEREAS, TLCDC needs the service delivery of Environmental Impact Assessment (EIA) Study for its proposed Laguna Lake Rehabilitation and Development Project (the “Service”); “WHEREAS, TLCDC needs an EIA Study in compliance with the requirement of the National Economic Development Authority (NEDA) for its proposed Laguna Lake Rehabilitation and Development Project, this is the Phase I of the Service; RvWHEREAS, TLCDC needs the same EIA Study for the application of Environmental Compliance Certificate (ECC) with the Environmental Management Bureau (EMB) for its proposed Laguna Lake Rehabilitation and Development Project, this is the Phase II of the Service;” 2. Section 1.1.a is hereby amended by inserting the following provision: “a, To conduct the Environmental Impact Assessment (EIA) pursuant to the Revised Procedural Manual of DENR Administrative Order No. 2003-30. This EIA report for submission to the NEDA is commonly known as the Desktop EIA, which may be prepared scientifically but with the use of secondary data and limited primary data, or with a set of new and updated field information. This EIA study shall be synchronized with the preparation of the full blown EIA report for application of the ECC with the EMB.” 3. Sections 1.1.b and Section 1.1.c are hereby amended by deleting all of the current provisions of Sections 1.1.b and 1.1.c and inserting in lieu thereof the following: “b. To conduct scoping activities where information and project impact assessment requirements are established to provide the proponent and the stakeholders the scope of works and terms of reference for the EIA. c. To manage baseline characterization (eco-profiling) and analysis of key environmental impacts. The primary data gathering supported by secondary information that will be undertaken to describe the existing environmental conditions and impact assessment. 4. To formulate environmental management and monitoring plans. e. To make the Environmental Risk Assessment (ERA) as an evaluation tool to determine the level of hazard that may pose to humans, properties, and to the environment. f. To obtain the Environmental Compliance Certificate (ECC).” 4. Sections 1.2.a and Section 1.2 b are hereby amended by deleting all of the ‘current provisions of Sections 1.2.a and 1.2.b and inserting in lieu thereof the following: “a, Three (3) print copies and one (1) editable electronic copy of the Final EIS Report excluding the print copies that will be submitted to DENR- EMB; b. The Annexes to the EIS Report, as well as both Annexes to the draft and the final version of the EIS Report, such as the following: : aneb.1 Environmental Management and Monitoring Plans; b.2 Field accomplishment reports and its attachments such as but not limited to data log, attendance sheets, pictures, etc.; and b.3 Scoping Report and its attachments such as but not limited to data log, attendance sheet, pictures, etc.” 5. Section 1.4 is hereby deleted. 6. Section 2 - Contract Price / Mode Of Payment is hereby amended by deleting all of the current provisions of Section 2 and inserting in lieu thereof the following: “21 In consideration of the Service, TLCDC shall pay PRISM the contract rate of PESOS: SEVEN MILLION (P7,000,000.00), exclusive of all taxes (the “Contract Price”) in accordance with Section 2.2; 2.2 Twenty percent of the Contract Price or PESOS: ONE MILLION FOUR HUNDRED THOUSAND (P1,400,000.00) shall be paid upon the execution of the Agreement; 2.3. The succeeding set of works, the Phase Il of the Service, is covered by the remaining eighty percent (80%) of the Contract Price. The Phase I of the Service may commence only upon the notification to be given by TLCDC to PRISM in a form of a letter; 2.4 The remaining eighty percent (80%) shall be paid as follows: a. Twenty percent (20%) of the Contract Price or PESOS: ONE MILLION FOUR HUNDRED THOUSAND (P1,400,000.00), shall be paid upon the commencement of the Phase II of the Service. b. Forty percent (40%) of the Contract Price or PESOS: TWO MILLION EIGHT HUNDRED THOUSAND (2,800,000.00), shall be paid upon PRISM’s submission of the Final EIS Report to the EMB as specified in Section 1.1. of the Amendment, and its acceptance by TLCDC. Likewise, all the other supporting documents or the Annexes as specified in Section 1.2 of the Amendment shalll be provided by PRISM to TLCDC. c. Twenty percent (20%) of the Contract Price or PESOS: ONE MILLION FOUR HUNDRED THOUSAND (P1,400,000.00), shall be paid upon the issuance of the Environmental Compliance Certificate as so approved by the DENR-EMB. 2.5 PRISM shall receive from TLCDC a bonus payment of PESOS: TWO MILLION (22,000,000.00) upon approval by the NEDA of the EIS Report as specified in this Amended Agreement. A print copy (in three sets) of the EIS Report and the corresponding editable electronic file shall be submitted by PRISM to TLCDG; this copy in 3 sets is aside from the copies required by the NEDA.” 7. The provision in the Agreement for the remaining sixty percent (60%) of the Contract Price or PESOS: ONE MILLION ONE HUNDRED FIFTY EIGHT, yTHOUSAND AND EIGHT HUNDRED TWENTY FOUR (P 1,058,824) is hereby deleted and shall no longer be paid to PRISM. 8. Section 8.3 is hereby amended by deleting the current provision on the liquidated damages and inserting in lieu thereof the following: “PRISM shall pay liquidated damages to TLCDC for every seven (7) calendar days that the delivery of the Final EIS Report is made later than the Intended Completion Date. The applicable liquidated damages is at least one-tenth (1/10) of one per cent (1.0%) of the Contract Price for every seven (7) calendar days delay. Delivery shall not be considered as completed and shall not suspend the counting of the days of delay until all the required deliverables specified in Section 1 of this Agreement are provided to TLCDC.” SECTION 9 DURATION OF THE CONTRACT 9.1 This Agreement shall be in effect for a period of six (6) months commencing on the day immediately after TLCDC has paid PRISM in accordance with Section 2 of this Amendment. 9.2 Annex “A” is referred hereto as the Gantt Chart on the duration of this Amendment. SECTION 10 MISCELLANEOUS 10.1 Governing Laws. This Agreement is governed by, and is to be construed in accordance with, the laws of the Philippines. The parties agree that any action arising from, or in connection with this Agreement shall be filed only before the courts of City of Manila, Philippines, to the exclusion of all other courts. 10.2 General Compliance with Laws. Each Party warrants and agrees that it has complied and will comply with all applicable laws. A defaulting Party agrees to indemnify and save the other Party harmless from any claims, losses, damages, costs and legal expenses (including but not limited to attorneys’ fees), resulting from such defaulting Party’s failure to comply with the foregoing, and in the event of such failure, offended Party may, in addition to all other rights and remedies offended Party may have pursuant to this Agreement or otherwise in law or in equity, immediately cancel this Agreement. 10.3 Notices. Any notice that is required to be issued by one party to the other shall be issued and sent to each of the parties at their addresses as indicated herein. 104 Severability. If any part, term or provision of this Agreement become invalid or unenforceable, the validity or enforceability of the remai portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed as if this Agreement did not contain the particular invalid or unenforceable part, term or provision. 4 at10.5 Waivers. The waiver by either party of any breach of any term, covenant or condition contained herein shall not be deemed a waiver of any other breach of the same or any other term, covenant or condition hereof. 10.6 Complete Agreement. This Agreement and Annexes hereto constitute the complete agreement of the parties relating to the matters specified in this Agreement and supersede all prior and contemporaneous representations or agreements with respect to such matters. No oral modifications or waiver of any of the provisions of this Agreement shall be binding on either party. IN WITNESS WHEREOF, the Parties have signed this Agreement on the date and at the place above-written. TAGUIG LAKE CITY PRISM EXPRESS CONSULTING, INC. By: ALI fe Vice President SIGNED IN THE PRESENCE OF: ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) CITY Sakoavuyons cinw 155 pose BEFORE ME, a Notary Public for and in the City of Manila, personally appeared: Name Type of 1D | 1D Number and Issued Date ELVIRA A. TING TIN 117-922-153 ALLAN R PLETE al 112-415-936 who are personally known to me and who represented to me that they are the same persons who signed and executed the foregoing Agreement and acknowledged to me that the same is their free and voluntary acts and deeds, as well as that of the corporation herein represented.I further certify that said Agreement consists of ___ (__) pages including this one and signed by the above-mentioned parties. IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial Malsballi YONG CiTWthis__ day of. - Sra eS @oeMM GT Doc. No. @20_; Page No. 10; Book No. @_; Series of 2021.ANNEX “A” Service Deliverables for Taguig Lake City Development Corporation for the Laguna Lake Rehabilitation and Development Project DELIVERABLE DURATION 1. Environmental Impact Study Report for NEDA. | 2 MONTHS upon signing of the ‘Amendment 2. Final Environmental Impact Study Report for EMB | 6 MONTHS upon signing of the Amendment