DEED OF DONATION AND ACCEPTANCE

This Deed of Donation and Acceptance (this "Deed"), is made and entered into in Quezon
City, this _ day of 2019, by and between:

_(Government Entitv )_, a government-owned and

controlled corporation created and existing by virtue of Presidential Decree
No. 757, as amended, with principal office address at
, represented herein by its (Head of Entitv),
, and hereinafter referred to as "GE"

- in favor of -

METROPOLITAN WATERWORKS AND SEWERAGE SYSTEM, A

government instrumentality created and existing by virtue of Republic Act No.
6234, as amended, with principal office address at MWSS Administration
Building, MWSS Compound, Katipunan Road, Balara, Quezon City,
represented herein by its Administrator, and hereinafter
referred to as MWSS.
- concurred in by -
(CONCESSIONAIREI, a Corporation duly organized and existing under and
by virtue of the laws of the Republic of the Philippines, with principal office
address at MWSS Engineering Building, MWSS Compound, Katipunan Road,
Balara, Quezon City, represented herein by its President and CEO,
and hereinafter referred to as "(CONCESSIONAIRE)",

(Each, a "Party", and collectively, the "Parties")

.ANTEGEDENTS.

(a) Sometime io _, the construction of the STP of the Project was completed. "GE" spent
Php _ and Php for the installation of the Sewerage network, and the
construction of the STP (collectively, the "Sewerage System"), respectively, the
particulars of which are described in Annex "A" hereof:

(b) Pursuant to "GE" Board Resolution No dated _, and Annexes "B" and
"C" hereof, GE willingly, voluntarily, and gratuitously transfer and convey to MWSS, on
an "as-is-where-is" basis, (1) the Sewerage System; and (2) the lands on which the STPs
are located which are identified as Lots with respective areas of _ sq.
m. (the "Lands")

(c) MWSS, accepts the donation and shall exercise ownership rights, jurisdiction,
supervision and control over the donated Sewerage System consistent with its mandate
under Republic Act 6234, as amended.
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ACCORDINGLY, the Parties agree as follows: +:
1. Donation and Acceptance
1 .1 "GE' hereby voluntarily and freely turns over, cedes, and transfers possession, control
and ownership of the Sewerage System and the Lands by way of donation, unto

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ITIWSS; and tt/IWSS hereby accepts and receives the donation made by "GE" in its
favor.
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 By virtue of this Deed, "GE" further confirms and ratifies its donation of the
Sewerage System to MWSS, which MWSS accepts.

(insert here complete description of the donated sewerage system and the lands so as to
avoid ambiguity over the donoted property and the Affected Areas)

2. Administration, Operation and Maintenance of the Facilities by CONGESSIONAIRE

2.1 Pursuant to this Deed, MWSS hereby acknowledges, confirms and undertakes to
cause (concessionaire), to use the Sewerage Systems and the Lands (collectively,
the "Facilities") exclusively for Sewerage purposes.
For this purpose, MWSS authorizes (concessionaire) to possess, operate and
maintain the facilities.

2.2"GE' shall undertake and prepare the necessary social or community works to enable
tvlWSS or its authorized entity to implement any maintenancelrehabilitation'
expansion works, among others, on the Sewerage System.

3. Grant of Perpetual Easement of Right-of-Way

3.1 The (government entity) grants MWSS, its concessionaire, agents, assigns and
successors-in-interests perpetual, free and continuous easement of right-of-way to
the Project site, particularly over the area where the sewerage system is laid or
embedded ("Affected Areas"), which shall extend to the air space above and the soil
and subsoil below the Affected Areas, as may be necessary, convenient or desirable
to enable MWSS or its concessionaire to lay, install, operate, maintain, and replace,
rehabilitate and repair the Sewerage System as may be necessary and as may
MWSS or its concessionaire may determine.

The MWSS or its concessionaire shall cause the annotation of this provision in the
servient estate's title^

3.2 Without limiting the generality of Section 2.1:

(a) (CONCESSIONAIRE) shall have the right to conduct surveys, excavations,
diggings, subsoil investigations, and drillings in the Affected Areas, and to
remove the soil, dirt and debris there from.

(b) "GE" shall maintain MWSS or its authorized concessionaire under Section 2.1
in peaceful possession of the Affected Areas.

(c) "GE" shall not construct or build, or cause to be constructed or built, any
structure in or on the Affected Areas, or create any impediment or obstruction
of whatever nature that could damage or affect the integrity of the Sewerage
System, or expose them to possible danger. "GE" shall be liable for damages
caused to the Sewerage System; or any portion thereof, through its acts or
omissions or those of its agents or employees. ct-
(d) Should "GE" introduce improvements in or on the Affected Areas or any portion *:
thereof which shall constrain (CONCESSIONAIRE) to relocate elsewhere the
Sewerage System or any portion thereof, "GE" shall shoulder the cost of
relocating and reinstalling the same, "GE" shall also grant or cause
(CONCESSIONAIRE) to be granted a perpetualeasement of right-of-way under d
the same terms provided in this Deed over the areas where the Sewerage \

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 System or a portion thereof may be relocated, at no cost to
(coNCESSIONATRE).

(e) "GE" shall not allow or cause any third party to claim and possess the Affected
Areas, or othenruise do or omit to do any act that will defeat, impair or restrict the
rights and interests of (CONCESSIONAIRE) under this Deed.

4. Binding Effect
4.1 The rights and obligations of the Parties in this Deed, more importantly Sections 1, 2,
and 3 hereof, shall bind and inure to the benefit of the Parties' respective agents,
assigns and successors-in-interest.

Provided that, the enjoyment of the concessionaires of any rights under this deed is
only for the duration of the Concession Agreement for the service area where the
sewerage system is located.

4.2 lt shall be a condition precedent to the validity and effectivity of "GE"'s sale of, or
assignment of any right over, the Affected Areas (the "Assignment') to a third party
(the "Assignee"), that the Assignee shall (i) assume all the obligations of "GE" under
this Deed; and (ii) respect the rights of MWSS under this Deed.
"GE" undertakes to obtain the consent of the Assignee on (i) and (ii), and to perform
all such further acts as may be necessary or convenient to carry out the intent of this
section and notify MWSS accordingly.

5. Representations and Warranties

5.1 Each of the Parties represents and warrants to the other that: (i) it has full power and
authority to execute and perform its obligations under this Deed; (ii) its respective
signatories are clothed with the appropriate board resolution, special power of
attorney and the like to enter, and bind the corporations that they represent, into and
sign this Deed hereof; (iii) all necessary approvals, consents, authorizations and
other legal actions for the due execution, delivery, and performance of this Deed
have been obtained or made and are in effect; and (iv) this Deed constitutes its legal,
valid, and binding obligations which are enforceable in accordance with its terms.
5.2 "GE" further represents and warrants that:
(a) lt is the true, absolute, exclusive and registered owner of the Sewerage System
and the Affected Areas.

(b) The Sewerage System, the Lands and the Affected Areas are free from any and
all kinds of claims, assessments, liens or encumbrances.
(c) lt shall maintain MWSS in peaceful possession, use and enjoyment of the Lands,
Sewerage System and the Affected Areas.
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(d) There are no aclions either pending, or, to its knowledge, threatened in -I5,
connection with or involving the Sewerage System, the Lands and the Affected
Areas or any portion thereof; and
(e) There is no outstanding contract, commitment or Deed to which it is a party, or
legal impediment, prohibition, injunction or restriction of whatever nature or kind
that conflicts with this Deed orthat might limit, restricl or impairthe rights granted
to MWSS under this Deed. F
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 5.3 NIWSS should ensure that the concessionaire possesses allthe necessary licenses,
permits, consents and authorities to operate the sewerage system.

6. Survival of Representations, Warranties and Covenants

The respective representations, warranties and covenants of the Parties shall survive the
termination of this Deed, except to the extent indicated therein or unless the context in which
such representations, warranties or covenants were made othenruise requires.
7. Force Majeure
The Parties shall hold each other free and harmless from any and all claims due to force
majeure such as, but not limited to, floods, typhoons, earthquakes, and other natural
calamities, wars, rebellion, insurrection, strikes, epidemics, fires, riots or acts of the civil or
military authorities.
8. Free and Harmless
Unless "GE" has, by its acts or omissions, caused or contributed to any damage to property
or injury to persons, (CONCESSIONAIRE) shall hold "GE" free and harmless from and against
any and all claims for damages and/or injury to persons or property caused by any installation,
repair or maintenance works, among others, which (CONCESSIONAIRE) may carry out on
the Sewerage System, and/or in the Lands or the Affected Areas.
Unless'MWSS' has, by its acts or omissions, caused or contributed to any damage to property
or iniury to persons, (GE) shall hold 'MWSS'free and harmless from and against any and all
claims for damages and/or injury to persons or property relative to its obligations under this
agreement.

9. Non-Waiver
Should any of the Parties fail to insist upon the other the strict performance of, or compliance
with, any condition or undertaking under this Deed, such failure shall neither be construed as
a waiver of any right or remedy that it may have, nor shall it be construed as a renunciation of
any subsequent breach of the conditions hereunder, and such conditions shall continue to be
in full force and effect. Any right which a Party may have under this Deed shall be deemed
waived only when the same is expressed in writing and executed by its duly authorized
representative, as the case may be.

10. Notice
Any notice required or permitted in this Deed or othenryise in connection herewith shall be in
writing and shallbe delivered personally (including by courier), sent by electronic mail, certified
or registered mail, postage prepaid to a Party at its address as specified below. Any such
notice shall be deemed given when so delivered personally (including by courier), when so
transmitted, or if mails, upon receipt:
lf to "GE":

Attention: Office of the Head of Agency/LGU e\r

Telephone:
E-mail: -t
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lf to the MWSS

Attention: Office of the Administrator

Telephone 920.5521
E-mail : info@mwss. gov. ph f7 j

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With a copy to: (CONCESSIONAIRE)
Attention: Office of the President and CEO
Telephone:
E-mail:

11. Separability
ln the event that a provision contained in this Deed is declared invalid, illegal or unenforceable,
the validity, legality and enforceability of the other provisions hereof shall not, in any manner,
be affected thereby.

12. Entire Deed

This Deed contains the entire agreement among the Parties and supersedes and cancels all
previous agreements, negotiations, commitments and understanding with respect to the
subject matter hereof, whether oral or in writing.

13. Amendment
This Deed of Donation and Acceptance may be amended by written consent of the parties.
14. Miscellaneous Provisions
14.1 Venue of Action arising from this deed shall exclusively be in the proper courts
of Quezon City.

14.2 The recitals in this Deed shall constitute an integral part thereof.
14.3 The headings in this Deed are designed for ease of reference only, and shall
not be used to interpret any provision of this Deed.

SIGNED by the parties on_ 2Q19 at

GOVERNMENT ENTITY

<Position>

Accepted by: Conforme:

METROPOLITAN WATERWORKS AND CONCESSIONAIRE *

SEWERAGE SYSTEM 1,
*:

Administrator President and CEO

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 Signed in the presence of:

ACKNOWLEDGEMENT

REPUBLTC OF THE PHTLIPPTNES)

QUEZON CtrY, IV|ETRO TUAN|LA) S.S

BEFORE ME, a Notary Public for and in _ City, this 2019 personally
appeared the following:

Name Competent Date of lssue Place of Issue

Evidence of ldentity or Expiry
Date

('GE" Government Entity)

ft/letropolitan Waterworks and

Sewerage System

Concessionaire

They are both known to me to be the same persons who signed the foregoing document and
acknowledged to'me that their signatures prove their free acts and the identity / ies they
represent.

SIGNED AND SEALED on 2019 in

NOTARY PUBLIC

Doc No. _;
Page No. _;
Book No. _;
Series of _.

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