SUBLEASE AGREEMENT

I(Noi.v An MrN By Tspse PRESENTS:

DEC 1 2020
This agreement made and executed this at
Balanga Crty, Bataan by and between:

which is hereto attache d as Annex l. and shi

hereinafter referred to as rhe "SUBLESSOR";

- and

DEYELOPMENT BANK OF THE

PHILIPPINES (DBP), a government financial
instirution, created and operating pursuant to the
provisions of Executive Order No. 8i dated \
December 03, 1986 as amended by Republic Act No.
8523 dated February 14, 1998, with principal office at
DBP Building Sen. Gil J. Puyat Avenue corner Makati
Avenue, Makari City, Philippines, with Regional Of6ce
at Dona Isafel Building, Dolores, City of San
Fernando, Pampanga, Phiiippines, herein represented
by its Yice President, FRANCIS THADDEUS L.
RMRA, in his capacity as Head, Branch Banking
Group - Central Luzon, pursuant to DBP Board
Resolution No. 31 dated i9 June 2019, which is hereto
attached as Annex B, and shall hereinafter referred to
as the'(SUBLESSEE";

Witnesseth:
WHEREAS, the SUBLESSOR is the rightful possessor and lessor o[ the
Bunker Building located at the Capitol Compound, Tenejero, Balanga City,
R*atn.

!7HEREAS, the SUBLESSOR, by virtue of a Joint Venture Agreement

for the Development of the Bataan Government Center and Central Business
Hub dated SVA) dated May 1.2,2015, has the authority to sublease office
spaces within The Bunker Building (the "Property') at the Capitol Compound,
Tenejero, Balanga Ciry, Bataan. Copy of the Certification from the PPP and
Investment Center of the Province of Bataan is hereto attached as Annex C.
 The SUBLESSOR is willing to sublease to the SUBLESSEE, and the
laner agreed to sublease an orfice space at the fust floor of trre properry rvith a
floor area of approximately one hundred three point fifteen (103^.1 5j ,qror"
meters as per Notice of Award dated septemb er 29, 2020 attached to this
contract as Annex ('D" (hereinafter referred to as the "subleased premises")
under such terms aad conditions hereinafter set forth;

Pursuant to Republic Act No. 9184, otherwise known as the

Government Procu_remenr.4.t_tlS_l:^fops have agreed to enter into this
Contract by *^u or""1t::L::::'""'"!%, Noa di'ted Septemb er 29,2020.
Ioaso rf Raa I' Frepeif-y-ani-?EfruE-
NOW, THEREFORE, for and in consideration o[ the foregoing
premises and the covenarits and stipulations hereinafter set forth, th!
SUBLESSOR hereby subleases to rhe SUBLESSEE the subleased premises,
subiect to the following terms and condirions:

I. TERM. This contract shall be for a period of five (5) years, commencing
upon tlre issuance by the SUBLESSoR of the Notice to occupy or the eni
of the three (3) months fit-out period, whichever comes fust. The three (3;
months fit-out period shall commence upon the execudon of this conuaci.
This contract is renewable by a written agreemenr between tre parties
within thirty (30) days pdor to the termination thereof.

II. RENT.-- As considerarion for this Contract, the SUBLESSEE hereby

agrees to pay the SUBLESSOR a monthly rental of PESOS: SIXTY
SEVEN THOUSAND AND FORTY SEVEN PESOS AND 5OI1OO
CENTAVOS (Php67,047.50), inclusive of the rwelve percent (12y0) \,aluc
Added Tax (r'A!, if any, and consistent with any VAT exemption that rhe
SUBLESSOR may be entitled to under RA No. 9728, as amended by ILA
No. 11453, related provisions of the Tax Code and tegulations issued bv the
BIR.
-:_1)
The monthly rentai shall be payable within the last workiog day of each --B
month at the Office of the Provincial Treasurer of the SUBLESSOR. This
rate shall be automatically adjusted at five (5%) percent every year starung
on the third (3'd) year of this Contract.

III. USE OF THE SUBLEASED PREMISES.-- The Subleased Premises

shall be occupied and used by the SUBLESSEE exclusively for the purpose
of its office operat-ions. The Subleased Premises shall not be used as a store \
for actual retai] or wholesale selling of goods to the public. The use of the
Subleased Premises or any paft thereofl cannot be thereafter changed
without the vzritten consent of the SUBLESSOR. SUBLESSEE shail be
tesponsible to keep the operation of the office in a manner that will not
h
disturb the peace and order and security of the other tenants in the building.

SUBLESSE E shall not allow any person other than its employees or
legitimate guests or clients to use or occupy the Subleased Premises without
fitst obtaining the SUBLESSOR's written conseflt to such use.
 SUBLESSEE shall not keep in any parts of the building any item of a
dangerous, flammable or explosive character that might be considered
hazardous or extra hazardous by any responsible insurance company
SUBLESSOR has the right to refuse entry of or forcibly take out of the
building any such aforementioned hazardous items.

iV. RULES AND REGULATIONS.- SUBLESSEE shall comply with any

and all reasonable rules wlrich may be promulgated from time to time by the
SUBLESSOR 01 the original LESSOR, provided that SUBLESSEE is
propedy notified therefor. The SUBLESSEE shall also comply with all the
Iaws, ordinances, rules and orders of any and all governmental ot quasi-
governmental authorities affecting the cleanliness, use, occupancy and
preservation of the Subleased Premises. SUBLESSEE shail likewise complv
with all rules and guidelines that SUBLESSOR or its designated bui-lding
administrator may subsequendy issue for the ordedy, safle and sanitarv usc
of the subleased premises.

The SUBLESSOR shall provide the necessary assistance for the

SUBLESSEE to comply with the requirements in securing
permits /certification from regulatory bodies, such as building pennit, Fre
safety/dnll, "No smoking" requirement, Department of Environment and
Natural Resoutces PENR) certiEcation, and others which may be required
undet the SUBLESSEE's Integrated Management System (IN{S). \
V. CONDITION OF PREMISES.-- SUBLESSEE stipulates, reptesents and
waffants that SUBLESSEE has examined the premises, and that tiey are in
good order, repat, and in a safe, clean and tenantable condition.

VI.ASSIGNMENT, SUBLEASE, TRANSFER OF RIGHTS.-- ThC

SUBLESSEE shall neither assign, sublease nor transfer the Subleased
Premises or any portion thereof or any interest therein without the plior
written consent of the SUBLESSOR. Violation of this provision shall serve
as a sufficient ground for the cancellation of this Conuact

VII. AITERATIONS AND IMPROYEMENTS.-- SUBLESSEE shall

make no alterations in the building and premises subleased, or construct afly
building or make any orhef improvements without the prior written consent
of the SUBLESSOR. Any and all alterztions, changes and/or improvements
so built, constructed or placed on the subleased premises by dre
SUBLESSEE, in violation of this ptovision shall become the property of the
SUBLESSOR unless otherwise stipulated in writing between the parties'

\TII. UTILITIES.-- SUBLESSEE shall pay or defray for its own account all
cost of water, telephone, electric light, power and all other utilities in the
Subleased Premise.s in addition to the agreed monthly rental. The electric
metet, water meter and transformer and other related items therein to be
used by the SUBLESSEE shall be for its account and all permits for such
improvements to be obtained shall be for the SUBI-ESSEE's account'

IX. INSURANCE.-- The fire insurance for the aforesaid building including
that of the Subleased Premises shall be for the account of the
 SUBLESSOR. Insurance for the equipment, fumiture and fixtures and of
any odrer kind inside the Subleased Premises shall be for the account ofand
in favor of the SUBLESSEE.

X. PARKING SPACE.-- The SUBLESSEE shall have exclusive use of one

(1) parking slot in ftont of the Subleased Prernises.

XI.SIGN OR SIGNBOARDS.-- The SUBLESSEE shall be provided wrth a

space for its signage or signboards outside the Subleased Premises.

XII. DAMAGE TO PREMISES.- In the event the Subleased Premises are

destroyed or rendered wholiy untenantable by fire, storm, earthquake, flood,
or other casualty, this Conuact shall terminate from such time except for
the purpose of enforcing rights that may have then accrued hereunder. The
rental provided for herein shall then be accounted for by and between
SUBLESSOR and SUBLESSEE up to the time of such injury or
destruction of the Subieased Premises, SUBLESSEE paying rentals up to
such date and SUBLESSOR refunding rentals collected beyond such date.

Should a portion of the premises thereby by rendered untenantable for the

reasons stated above, the SUBLESSEE shall have the option of either
demanding that the SUBLESSOR repair such injured or damaged pordon
or terminating this Conuact. In the event t-hat SUBLESSEE exercises its
right to demand repair of such untenantable portion, the rental shall abate
in the proportion that the injured parts bears to the whole Subleased I
Premises, and such palt so injuted sha-ll be restored by SUBLESSOR as
speedily as practicable, after which the full rent shall recorrunence and the
Conu'act continue accordrng to its terms.

XIIL ACCESS TO PREMISES.-- The SUBLESSEE shall, upon priot

written request from the SUBLESSOR, allow and give access to the
SUBLESSOR or its duly authorized representative to the Subleased
Premises during fairly reasonable and convenient hours for inspecuon,
maintenance and repair purposes or undertaking any work necessary for the
preservation, conservation, improvement or decoration of the Subleased
Premises but subiect to such conditions and restrictions as thc
SUBLESSEE shall reasonably impose to ensure safery and security of the
SUBLESSEE's properties and records in keeping with banking practices
and banling laws and regulations.

XIV. INSPECTION OF SPACE/S SURROUNDING SUBLEASED

PREMISES.--Being in the banking business, and having custody of
currencies, monies, monetaly instruments, and valuable documents in its
premises, the SUBLESSEE,, after due notice, shall have the right to regr.rlarlv
examine individuals and entities occupying stalls ieased out by SUBLESSOR
to co-sublessees direcdy adjacent to the pofiion subleased by the
SUBLESSEE (including co-sublessees staying above the SUBLESSE,E) to
prevent any uflauthorized enuy and theft of the SUBI-ESSEE,'s properties
through dividing walls and ceilings.
>o/. SUBLESSEE'S HOLD OVER.-- If after the natural expiration o[ tl.ris
conrract SUBLESSEE remains in possession of the Subleased Premises
and this is tolerated by the SUBLESSOR, a new tenancy from month-to-
month shall be cteated betweeo SUBLESSOR and SUBLESSEE which
shall be subject to al1 of the terms and conditions hereof except that rent
shall then be due and owing at double the monthly sublease rate l)et
month or at such an increase amouflt as may be communicated in writing bv
the SUBLESSOR to the SUBLESSEE and except that such tenancy shall be
terminable upon Efteen (15) days written notice served by either party.

XVI. QUIET ENJOYIVIENT. - SUBLESSEE, upon Payment or all or the

sums referred to herein as being payable by SUBLESSEE and
SUBLESSEE's performance of all rules and regulations, shall and may
peacefirlly and quiedy have, hold and enioy said premises for the term
hereof.

XVII. LIABILITIES FOR SUITS.--The SUBLESSEE shall hold harmless

the SUBLESSOR against all actions, suits, damages, and claims
whomsoever they may be brought or made by the reason of non-
observance or non-perforrnance by the SUBLESSEE of the rules,
regulations, ordinances or laws mentioned herein or any of the covenants of
this contract in accordance r.vith the provisions herein contained, except
urhen there is contributory [au]t or negligence on the part o[ the I
SUBLESSOR, its officers, employees, representatives andf ot agents in
which case the SUBLESSOR shalt be equally liable for actjons, suits,
damages and claims.

The SUBLESSOR shall not be hable of accountable fot any loss or losses
that may be suffered by the SUBLESSEE by reason of theft, robbery or any
other ctimes committed in or about the Subleased Premises except wl-ren
the sUBLESSOR is involved in the crime as a principal, accomplice or
accessory.

)o/rrr. Loss,INJURY OR DAMAGE TO PERSON OR PROPERTY--

from
The SUBLESSEE ogr.., to hold the sUBLESSOR free and harmless
any and all responsib'iliry arising from loss or damage to goods .or
propetties
or injury to persofls that occurred within the confines of the Subleased
P."rr,.i.., for any cause ot-her than and except when due to the fault' or
negligence of the SUBLESSOR, its officers, employees,. representatives
on[io, agents in which case the SUBLESSOR shall be liable for such loss,
damage, and / or iniury.

XIX. DEFAULT' If SUBLESSEE fails to comply with any of thc material

provisions of this Contract, other than the covenant to Pay rent' ol-"f.uly

bUnlpSSOn, o, to comply
may be hereafter proscribed by
"fnil, or aoy.thatwith any duties imposed on
present rules and regulations

SUBLESSEE by statute, within se"en (7) days after delivery

of written
.,o.i."uySUBL,ESSORspecifyingthenon.compl.iance-andindicatingthe
i
intention of SUBLESSOiT to-teini.rate the Sublease by reason
thereof,
 SUBLESSOR may terminate this Subiease Contract and the termination
shall be effective on the date indicated in the written norice or demand.

If Sublessee fails to pay rent when due and the default continues fot seven
(7) calendar days thereafter, Sublessor may, ar Sublessor's oprion, declare
the entire balance of rent payable hereunder to be immediately due and
payable and may exercise zny and all nghts and remedies available to
Sublessor at law or in equity or may immediately terminate this Contract.

If the SIIBLESSEE vacates the Subleased Premises before the expirarion

of the stipulated period, then the amount of any deposit shall be forfeited
in favor of the SUBLESSOR as and by way of penalty plus rvhatever
rcntals afld damages the SUBLESSOR may claim against the SUBLESSEE.

In case of default in the payment of the rentals and/ or any interest due, the
SUBLESSEE hereby specifically empowe$ and authorizes the
SUBLESSOR to exercise at the sole option of the iatter to disconnect the
power and water in the sublease premises without need of notice.

XX. TRANSEER OF OWNERSHIP.-- If ownership or leasehold rights to

the aforesaid building and/or the Subleased Premises is transferred to a
third parry dudng the term of this Contract or any renewal thereof, the
SUBLESSOR commits and undertakes to ensure that in the transfer of
ownership documents, the buyer or transferee therein acknowledges and I
commits to honor, maintain and respect the peaceful existence and
continuity of the SUBLESSEE's occupancy of the Subleased Premises for
the unexpired portion of this Contract.

&Yl. LATE CHARGE. In the event that any payment required to be paid by
SUBLESSEE hereunder is not made vrithin three (3) calendal days of
when due, SUBLESSEE shall pay to SUBLESSOR, in addition ro sucl.r
payment or other charges due hereunder, a " late fee " in the amount of
three percent (3o/o) per month o[ the amount due with compounded
interest.

X-\II. PRE-TERMINATION OF CONTRACT.-Either Parry maJ

exetcise its right to terminate this Contract for any
cause or reason
provided sixty (60) calendar days advance notice is sewed to the other
pafty.

X-\III. TERMINATION OF CONTRACT.- Upon the expiration of the

term of this Conuact or upon the pre-termination or cancellation of the
same as provided for in Paragraph )L\U hereof, the SUBLESSEE shall
promptly surrendet or return the Subleased Premises to the SUBLESSOR
in as good and tenantable condition as when received by it, reasonable
wear and tear excepted, devoid of all occupants, furniture, articles and
effects of any kind other than such alterations andf ot improvements which
under Paragraph VI of this Conrract shall belong to the SUBLESSOR.

X-\(IV. BREAK OPEN, ETC.-- In any case, if this Contract is law-fuIlv

canceiled, terminated, or pre-terminated and the SUBLE,SSEE fails or
 refuses to vacate the Subleased Premises despite SUBLESSOR's demands,
or in case of abandonment by SUBLESSEE, SUBLESSOR may, at its
option, without need of any judicial or court action, as SUBLESSOR is
hereby authorized by SUBLESSEE to, break open, enter, take-over the
personal properties belongrng to SUBLESSEE or padlock the same, or to
store the same in a warehouse or any place, with costs therefor to be
shouldered by SUBLESSEE, and if left unclaimed by SUBLESSEE within
30 days, SUBLESSOR may dispose of the same in public auction and all
the proceeds therefrom to be returned to SUBLESSEE after deducting all
safekeeping and disposition costs and otler payables of SUBLESSEE to
SUBLESSOR.

X-,W. OBLIGATIONS AND WARRANTIES OF THE SUBLESSOR.

The SUBLESSOR represents and warrants to the SUBLESSEE that, at the
time of the execution of the Contract and during the Term of the Sublease
and any of its renewals:

a. The SUBLESSOR is tl.re rightful possessor and lessor of the Subleased

Premises andf or has an indefeasible right to sublease the ptoperty;

b. Excluding those already existing and annotated on the titles upon the
sigoing of this Conuact, the Subleased Premises shall be free from any and
all Liens and encumbrances which are in violation or consistent with anv t
right of the SUBLESSEE, under this Conract;

c. The Subleased Premises is in such condition as to render it fit for the use
intended by the SUBLESSEE, and it shail maintain the Subleased Premises
for the peaceful and adequate enjoyment of the SUBLESSEE, including
unhampercd ingress and egress to and from thereto, based on the intended
use by tlre SUBLESSEE of the Subleased Premises;

d. The SUBLESSOR shall be responsible for repairs, replacemenrs and

maintenance of the Subleased Premises (with respect to cofi[non area>
parking area, foundatiofl or stfl.rctural components thereofl within a
reasonable time and which are necessary to keep the Subleased Premises ir-r
a tenantable condition;

e. The SUBLESSOR shall be rcsponsible for the paymenr o[ any real

property tax on the Subleased Premises, if any. The term "real properq, tax"
shall mean real estate taxes imposed upon the land and building by the
national, provincial and / or ciry governments or authoriries.

In case of breach of any of the foregoing obligations and warranties, the

SUBLESSOR shall indemni$ and hold the SUBLESSEE, free and harmless
from any cost and damage arising from such breach, without prejudice to
the exercise by the iatter o[ any other rights and remedies available to it
under this Contract and under the law.

X-\VI. ATTORNEYS' FEES. Should it become necessary for either partv

to employ an attorney to enforce any of the conditions or covenants hereof,
 the non-guilty party shall be entided to be paid all court costs and exPenses,
including a reasonable attorneys' fees in the amount of twenty Fwe (25o/o)
perceflt of the tental or amount due.

)LYVII. SEPARABILITY.-- If any provision of this Conuact or the

application thereof shall, for any rcasofl and to any extent, be declared
invalid or unenforceable, neither the remainder of this Contract nor the
application of the provision to other persoos, entities or ckcumstances shall
be affected thereby, but instead shall be enforced to the maximum extent
permitted by law.

)L\\'III. NON-WAIYER.-- No indulgence, waiver, election or non-elecdon

by SUBLESSOR under this Contract shall affect SUBLESSEE's duties and
liabilities hereunder.

XXIX. MODIFICATION.- The parties hereby agree that this document

contains the entire agleement berween parties and this Contract shall not bc
modified, changed, altered or amended in any way except tlrough a wntten
amendment signed by all of the parties hereto.

XXX. DISPUTE AND ALTERNATTYE MODE OF DISPUTE

RESOLUTION.: In case of disputes between the parties herein in
relation to the irnplementation, enforcement, and interpretatioo of d-re
provisions this Conuact, they shali first resort to negotiation, mediation,
conciliation, arbitration, and other alternative modes of dispute resolution
l
prior to resort to court action, before the Departrnent of Justice, and the
Secretary ofJustice shall act as mediator/arbiter in accordance with exlsting
DOJ policies on disputes between government entities.

X-.x-.\I. VENUE/JURISDICTION OF COURT ACTIONS. In case

pardes herein ate constrained to resort to judicial action in relation to
continuing dispute in the implementation, enforcement, and interpretation
of the provisions this Contract, after fai]ure of their first resort to
negotiation, mediation, conciliation, arbitration, and other alternative modes
o[ dispute resolution before the DOJ (with the SOJ shall acting as
mediator/arbiter), the courts of iustice in Balanga Ciry, Bataan shall have
exclusive original jurisdiction over cases Eled by the parties herein.

X-.\XII. GENERAL PROYI SIONS--

a. The Parties agree to supplement/amend/restate this Contract, including

all its amendments/supplements, to incorporate the comments/revisions, if
any, of the office of the Government Corporate Counsel, with effect from
the date of signing thereof.

b. Any agteement betweefl the Parties this Conuact as wel.l as any and all
amendments, supplements and addenda to the terms and conditions of this
Conuact shall be made in writing and duly signed by the Parties heretcr
before the same may be implemented.
 c. The implementation of this Conuact as well as any and al1 amendments,
supplements and addenda hereto shall be subject to the applicable rules and
regulations issued by the Bangko Senral ng Pilipinas.

d. Any dispute or difference of opinion between the Parties as tc.>

implementation of the terms and conditions of this Contract shall be setded

mutually and expeditiously. A written notice of said dispute or differeoce of
opinion shall be personally served or sent by registered mail at the address
which either pafy indicated in *ris Contract. In case such dispute or
difference of opinion is not settled, any o[ the parties hereto may terminate
this Contract upon nt Ieast sixty (60) caiendar days prior written nouce
served to the other party.

e.In the event of litigation under this Contract, the parties hereto agtee
submit solely and exclusively to the jurisdiction of the proper coult of
Balanga City, to the exclusion of all others.

IN WITNESS WHEREOF, the parties have caused these presents to be

duly executed:

PROVINCIAL GOVERNMENT DE\'ELOPMENT BANK OF THE

OF BATAAN PHILIPPINES
Sublessor Sublessee

By' By'

GARCIA4?/ FRANCIS T DEUS L. RI\TERA

vefnor' Vice President
Head, Branch Banking Group - Central
Luzon

\Titnesses

AZU . SUGATAIN MA. CRIST S. PIMPINIO

Marketin Leasing Offrcer Branch Head/ S tant Vice President
 ACKNOWLEDGEMENT

Republic of the Philippines ) SS

Balanga, Bataan )

Before me a Notary Public this a^P m 1; 2020 2020

personally appearcd the following:

NAME IDE,NTIFICATION DATE PLACE

NUMBER ISSUED ISSUED
PRO\'INCIAL
GOVERNMENT OF
BATAAN
ALBERT S. GARCIA h i npr i o r,to. C\L- Oq ^ OO, l7+? . zaq - I 1
DBP
FR{NCIS THADDE.US DBP O11O6O4.FRA MAKATI
L. RIVE.RA CITY

All known to me and to me known to be the same persons who executed the
same and who acknowledged to me that the same is their free and voluntary I
acts and deeds.

iN WITNESS !fHEREOF, I have hereunto ser my hand and af6x my

Notarial Seal on the date and place above mentioned.

RIVERO
OFEAIAAN

No. lol
Doc. ,
PaEeNo. de :
, Bataan

B;k No.g (_
Series of2020