Professional Documents
Culture Documents
3.0 Proposed-Ice-Plant-Project
3.0 Proposed-Ice-Plant-Project
P34 Features:
25 Year Life expectancy
Up to 50 tons per day
Self Contained Packaged Unit
25 Year evaporator warranty
Stainless Steel Water Pump with TEFC Motor
Manufactured in accordance with the A.S.M.E. code
R404a or Ammonia Refrigerant
Controls U.L. Approved
Factory Tested and Certified
High Energy Efficiency
Options:
All Stainless Steel Construction
PLC Controls
Crushed Ice
www.vogtice.com
10/1/2010
Tube-Ice Machines
9'-1"
5" CONDENSER
WATER OUTLET
5" CONDENSER
WATER INLET
3/4" FLUSH
WATER
CONNECTION
18"
25
8'-6" 7'-9"
SPECIFICATIONS
Operating Conditions:
The ice machine shall not be subjected to an
atmospheric temperature lower than 50 o F nor higher
than 90 o F without effect on performance. Water for
condensing and for ice making purposes shall be non-
corrosive.
The water shall be at a constant pressure not less
than 30 lbs. at the ice machine location. The
condition of the water to make satisfactory ice shall
be the sesponsibility of the purchaser.
Vogt Ice, LLC
1000 West Ormsby Ave.,
Louisville KY 40210
Phone: 502-635-3000
Engineered to Endure E-mail: info@vogtice.com
Revision 10/2010 (Printed in U.S.A.)
MODEL T-2150
TOWER
SPECIFICATIONS
Wet Bulb Temperature: 75°F Fan Unit: One Unit per Tower
Bolts, Nuts & Washers: STS Water Flow (GPM): 446 GPM
Materials Key
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THE INTRODUCTORY HIGHLIGHTS
The Philippine archipelago sits in the Western Pacific famously known as “ Pearl of the Orient Seas”
(Perla del mar de Oriente) from the term originated from Spanish Jesuit Fr. Juan J. Delgado, 1751. In
this Group of Island, to the west lies our “Last Frontier Island” known as Palawan which is among the
most biological diverse areas in South East Asia, the home of approximately 690,000 hectares of
terrestrial forest, 279 bird species, 379 kinds of corals and 69 kinds of reptiles, insects and also known
as one of the top fishing ground of the Philippines. It is also the place where we could find one of the
eight wonders of the world – the Puerto Princesa Subterranean River National Park, locally known as
the Underground River.
In the Southern part of Palawan lies a Municipality of Bataraza also the promising tourist spot in the
country and known as one of the top fishing area of Southern Palawan where the local and
international fishermen made the barangay Rio-Tuba as their docking area.
Rio-Tuba is approximately 200 km from the heart of Puerto Princesa City and 100 km. from the heart
of Narra Town Proper. Narra is also known as a Fishing Area of Palawan.
Palawan is also known as a most peaceful province. It’s here we find the welcoming attitude of its
residents charming tourists who keeps coming back, more so attracted by its longest and pristine
coastline, seafood delicacies, and the beckoning of El Nido and Coron. Because of its highly strategic
location and preserved nature wonders, it is well protected by the Armed Forces Units like the
Marines, The Philippine National Police, Coast Guards and any other related government authorities
protecting the tourist environment and business establishment in the whole province.
It was declared a priority of the President of the Republic of the Philippines, President Rodrigo
Duterte, to protect and maintain the peace and order of Palawan.
Thousands of fishing vessels local and international are present in the place and thus presents the
opportunity to supply the need for ice for their fishing needs.
Based on the above information gathered from the actual interview and marketing research we
coordinated within the municipal mayor of Bataraza Mayor Hadji Abraham Ibba thru his municipal
administrator Mr. Valentino D. Palasigue, to which he revealed to us their need for a good volume of
Ice Supply in the area including the Island of Balabac, Buliluyan and other fishing grounds in the
nearby areas.
In view of these, we prepared the design of 120 tons capacity of block Ice Plant facility and 40 tons of
Tube Ice Plant for the fishermans needs and some hotels and restaurant in the area. We have likewise
secured a documented marketing Joint Venture Agreement with one of the top cooperative knows as
the Palawan Aquamarine Product Agricultural Cooperative to be our sole distributor of our Ice Plant
Product and two other companies which is also our wing to distribute our Ice products Northern and
Southern Part of Palawan. Attached is the agreement and other pertinent documents in support of the
Feasibility Study that detail the plans of the proposed Ice Plant Project, the cost involved, and the
return of investment computations are hereto attached.
Moving forward, we are presenting one opportunity for select local or foreign investor and conduit
bank whose staple interest is to invest profitably in food security that highly impacts the livelihood of
coastal communities. Here we see the ice plant operation sowing the seeds of opportunity for all.
Feasibility Study
Classification : Manufacturing of 100 tons block ice and 40 tons tube ice
Ice Blocks 660 pcs Ice blocks x 150kg per block 100 Tons
Tube Ice 1,000 Bags x 40kgs per bag 40 Tons
II. Expected Daily Sales from Consumers, Block Ice and Tube Ice, at 70% of capacity:
( at 70%, accounting for seasonality)
Less:
Daily Manpower salaries Php 15,300
Manpower 3 shifts 24 hours operation
1. Plant Operators 3 @ 500/day Php 1,500
2. Plant Maintenance 3 @ 500/day Php 1,500
3. Plant Electrician 3 @500/day Php 1,500
4. Production Bagger 9 @ 400/day Php 3,200
5. Plant Company Guard 2 @ 500/day Php 1,000
6. Checker 3 @ 400/day Php 1,200
7. Cashier 3 @ 400/day Php 1,200
8. Executives 3 @ 1000/day Php 3,000
9. Salesman 6 @ 400/day Php 2,400
Total Salaries / day Php 15,300
Other Indirect Expenses Daily (including Plant Machineries) Php 85,000
V. Computational Analysis
Less
Prepared by:
Enrique T. Gela Jr
Electro Mechanical Engineer
Noted by:
NOTE : All above figures are flexible and subject to adjustments, depending upon actual
conditions prevailing, and obtaining in the locality such as cost of labor , building
materials and actual local taxes .
MARKETING
In accordance with the Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December, 1998,
concerning the prevention of money laundering and Article 305 of the Swiss Criminal Code, the following information may be supplied to banks and/or
other financial institutions for purposes of verification of identity and activities of the Applicant described below, and the nature and origin of the funds
which are to be utilized. The foregoing is subject to agreement by all parties to whom this information is provided that they are obligated to respect
the privacy rights of the APPLICANT and all the Corporations/Individuals described herein, as well as the generally accepted professional standards
relations to the maintenance of confidential information, and to take all appropriate precautions to protect the confidentiality of the information contained
herein. This legal obligation shall remain in full force indefinitely without restriction. (This statement should be referenced to the AMLA of the
Philippines.)
Company Details
Company Name: GEL-TECH CONSTRUCTION INDUSTRIAL CORP.
Registration No.: 05625077
Registered Address: PUROK MAUNLAD, BRGY IRAWAN, PUERTO PRINCESA CITY, PALAWAN
Correspondence Address: PUROK MAUNLAD, BRGY IRAWAN, PUERTO PRINCESA CITY, PALAWAN
Telephone: mobile #: +63 9755983154
Facsimile: NA
Email Address: GELTECH.CORP@GMAIL.COM
Company Officers
Name: ENRIQUE T. GELA JR.
Name: DOMINGO L. CHINEL
Name: ROMEL M. RUAYA
Residential Address: PUROK MAUNLAD, BRGY. IRAWAN, PUERTO PRINCESA CITY, PALAWAN
Mailing Address: PUROK MAUNLAD, BRGY. IRAWAN, PUERTO PRINCESA CITY, PALAWAN
Telephone No.: NA
Mobile Phone No.: +639755983154
Email Address: GELTECH.CORP@GMAIL.COM
Bank Information
Bank Name: METROBANK
Account Name: ETHEL MARIE M. GELA
Address: FORT – SEIBU, BONIFACIO GLOBAL CITY
Account Signatory: ETHEL MARIE M. GELA
Account Number: 4313 4315 2522 5
SWIFT Code: NA
IBAN/Routing Code: NA
SIGNATURE HERE
Name: NA Title:
NA Passport No.
NA Nationality:
NA
Name: NA
Title: NA
Passport No.: NA
Nationality: NA
CIS PERSONAL INFO
Office Address
City: PUERTO PRINCESA
State/Province: PALAWAN
Country: PHILIPPINES
Postal Code: 5300
Telephone Number: NA
Fax Number: NA
Mobile Phone No.: +639755983154
Email Address: GELTECH.CORP@GMAIL.COM
Bank Information
Bank Name: METROBANK
Address: FORT-SEIBU TOWER, BONIFACIO GLOBAL CITY
City: TAGUIG
State: METRO MANILA
Country: PHILIPPINES
Postal Code: NA
Account Name
Signatory Name: ETHEL MARIE M. GELA
Account Number: 4313 4315 2522 5
IBAN Code: NA
SWIFT Code: NA
Signed this:
SIGNATURE HERE
Name:
Title:
Passport No.:
Nationality:
JOINT VENTURE AGREEMENT
This Agreement is made and entered into by and between:
GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION, a company duly organized and existing under Philippine Laws is being represented by ENGR. ENRIQUE T.
GELA JR., of legal age, Filipino, and with office address at PUROK MAUNLAD, BRGY. IRAWAN, PUERTO PRINCESA CITY, PALAWAN, hereinafter referred to as the
FIRST PARTY;
-and-
, a company duly organized and existing under the laws of the Republic of the Philippines with the business address at
, Philippines and herein represented in this act by its President, ,
hereinafter referred to as the SECOND PARTY;
WHEREAS, the FIRST PARTY is the project proponent for the construction of and commercial establishments through reclamation of the
hectare lot located at TABON, QUEZON,
PALAWAN.;
WHEREAS, the Municipality of QUEZON has entered into a negotiation and agreement with the FIRST PARTY regarding the development, reclamation and
construction of the “PROPOSED ICE PLANT” with Commercial lot and therefore awarded the project with the approval of the Sangguniang Bayan through
Resolution No. 10-158.
WHEREAS, the FIRST PARTY invited the SECOND PARTY through a Joint Venture Agreement to fund the reclamation and construction of the “PROPOSED ICE
PLANT” with Commercial Establishments amounting to FOURTY MILLION USD ($40,000,000.00) offering a 60% (Sixty Percent) Net Profit Share for 30 (Thirty)
Years.
NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereby agree as follows:
EXCLUSIVITY PERIOD
The FIRST PARTY hereby agrees only to the SECOND PARTY with the exclusion of all others the sole and exclusive right to fund the reclamation and construction
of “PROPOSED ICE PLANT” with Commercial Establishments within the initial period of five (5) years from the time of the signing of this Agreement.
During the exclusivity period, the FIRST PARTY will not directly or indirectly or through any employee, agent, assignee, and other persons acting is such capacity,
solicit, initiate, encourage, offers, negotiate, propose to fund the above-named project to other parties.
PROFIT SHARING
The SECOND PARTY is entitled to the 60% of the net proceeds of the “PROPOSED ICE PLANT” with Commercial Establishments once operational and payable after
the payment of all the operational expense, taxes and all other incidental fees have been made.
Aside from the afore-mentioned profit-sharing scheme, the SECOND PARTY has no other financial obligation to the FIRST PARTY.
In the event that the FIRST PARTY violates the term of this Agreement, the SECOND PARTY, in addition to other remedies available under the laws, shall be entitled
to liquidated damages in the amount of , provided that the violation is due to acts and omissions attributable and caused primarily, directly n
exclusively by the FIRST PARTY and no other party including the SECOND PARTY is involved or figured out.
Nothing in the above provision will preclude the Second Party from seeking equitable relief or interim or provisional relief from court of competent jurisdiction,
including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if
necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding., which reliefs and entitlements are also available
to the FIRST PARTY.
LIABILITY AND OBLIGATION FOR SECURING GOVERNMENT LICENSES AND COMPLIANCE ENVIRONMENTAL LAWS
The FIRST PARTY shall have the responsibility and obligation to obtain all required zoning, land use and other governmental regulations, laws, permits and approvals
that apply for the reclamation and construction of the “PROPOSED ICE PLANT” with Commercial Establishment, and the SECOND PARTY commits to provide the
FIRST PARTY the financial assistance needed to complete the Project.
The FIRST PARTY shall ensure that the reclamation and construction operation is compliant with all government regulations and environmental protection laws all
throughout the duration of this Agreement and the SECOND PARTY holds no responsibility for any breach or non-compliance with any government rules and
regulations., provided that there are no acts and omissions on the part of the SECOND PARTY contributory, direct or indirectly involved or causing the violation or
non-compliance.
The SECOND PARTY does not hold itself liable for any damage or injury resulting in or from its operations under this Agreement, including injury to the government,
the tenants, employees, contractors, sub-contractors, licensees, and surface owners, and for any damage to, or destruction of property caused by the operations
under this Agreement., provided that there are no involvement whatsoever, no acts or omissions on the part of the SECOND PARTY, no fault whatsoever, directly
or indirectly, causing, resulting, or facilitating the damages or injuries among others.
GENERAL PROVISIONS
This Agreement constitutes the entire Agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject
with the exception of matters or contingencies not yet existing, excluded and not covered the time of the execution of this agreement which are material an
indispensable for an effective implementation of this agreement. This Agreement may not be modified other than by a written instrument executed by duly
authorized representatives of the Parties.
Both Parties agreed upon signing this Agreement that the SECOND PARTY will have the right in supervision the project construction as well as in releasing funding
from the bank.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s)or of the same provision on another occasion. Failure of either
Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.
SEPARABILITY CLAUSE
If any provision of this Agreement is declared void or unenforceable by any judicial or administrative authority, this shall not nullify the remaining provisions of
this Agreement, provided that the cancellation of such provision does not substantially alter the economic interest of either party in the continued performance
of this Agreement.
IN WITNESS WHEREOF, both parties have caused this Joint Venture Agreement to be signed and executed by their representatives and have hereby understood,
agreed, and accepted the Terms and Conditions so stated herein with signatures affixed below.
IN WITNESS HEREOF, the parties have hereunto set their hands this day of 2021 in, Philippines.
BEFORE ME, a Notary Public for and in the, personally came and appeared the following persons to wit:
Known to me and to me known to be the same persons who executed the foregoing Agreement and they acknowledged to me that the same is their free and
voluntary act and deed.
Doc No.
Page No.
Book No.
Series of 2021.
Mobile No: +63 975 598 3154
+63 967 524 0482
Email: geltech.corp@gmail.com
Office Add: Purok Maunlad, Brgy. Irawan
Puerto Princesa City, Palawan
- and -
WITNESSETH:
WHEREAS, That the First Party is the owner of an undivided parcel of land covered by
Transfer Certificate of Title (TCT) No. 169276 situated in Barangay Irawan, City of Puerto
Princesa more particularly described by Bureau of Lands as follows:
“Lot 12 PCS-04-010026”
A parcel of land ( Lot 12 of the consol./subd. Plan Pcs-04-010026, being a portion of the
consolidation of E-53112, E-93914, & 198495, LRC Rec. No.), situated in the Bgy of Irawan,
City of Puerto Princesa. Bounded in the SE., along line 1-2 by lot 10, on the SW., along line
2-3 by lot 11 on the NW., along line 3-4 by lot 28, and on the NE., along line 4-5 by lot 27,
along line 5-1 by lot 13, all of the consil./subd. Plan. Beginning at point mark “1” on plan
being N., 7 deg. 26’E., 869.60 m. from BLBM No. 2, Barrio of Irawan, City of Puerto Princesa,
26’E., 869.60 m. from BLBM No. 2, Barrio of Inagawan, City of Puerto Princesa.
WHEREAS, that the first party is willing to sell 1,708 square meter portion of the above
described property to the second party under the following conditions, to wit:
1. The purchase price of the 1,708 square meter is valued at Seventeen Million Pesos
(Php 17,000,000);
2. Will not entertain further buyers of the property described above for the next Ninety
days upon signing of this document, reserving the above property to the Second Party.
3. The second party will pay in full cash as stipulated within the period, or upon release of
the first party’s loan.
4. The FIRST PARTY undertakes to settle the entire property obligation covered by TCT
No. 169276 with provision containing the terms of this contract, and;
5. The FIRS PARTY shall transfer the 1,708 square meter portion of the above-described
property to the second party free from liens and encumbrances and shall execute and
surrender all other necessary documents needed by the second party to register said
portion to its name upon full payment of its purchase price.
1
SIGNED IN THE PRESENCE OF:
_____________________________________ __________________________________
ACKNOWLEDGEMENT
X ---------------------------------------------------------X
This instrument consisting of TWO (2) pages including the page has been
signed on the left margin of each and every page thereof by the PARTIES and
their witness and seal by my notarial seal.
2
ARTICLES OF INCORPORATION AND BY-LAWS-STOCK CORPORATION
Articles of Corporation
Of
GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION
(Name of the Corporation)
a) Regular meetings of the board of directors of the corporation shall be held monthly unless
the by-laws provide otherwise.
b) Special meetings of the board of directors may be held at any time upon the call of the
president or as provided in the by-laws.
c) Meetings of directors may be held anywhere in or outside of the Philippines unless the by-
laws provide otherwise. Notice of regular or special meetings stating the date, time and
place of the meeting must be sent to every director or trustee at least one (1) day prior to
the scheduled meeting, unless otherwise provided by the by-laws. A director may waive
this requirement either expressly or impliedly;
a) Regular or annual meetings of stockholders shall be held annual on every first Saturday of
December.
b) Written notice of regular meetings shall be sent to all stockholders of record at least two
(2) weeks prior to the meeting unless a different period is required by the by-laws.
a) The fiscal year of the corporation shall begin on the first day of January and end on the last
day of December of each year;
FOURTH: That the term for which said corporation is to exist 50 years from and after the date of
issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
EIGHT: That at least twenty-five percent (25%) of the authorized capital stock above has been
subscribed as follows:
TENTH: That no transfer of stock or interest which will reduce the ownership of Filipino Citizens
to less than the required percentage of the capital stock as provided by existing laws shall be allowed or
permitted to be recorded in the proper books of the corporation and this restriction shall be indicated in all
the stock certificates issued by the corporation.
ELEVENTH: That the incorporators and directors undertake to change the name of the corporation
as herein provided, or as amended thereafter, immediately upon receipt of notice or directive from the
Securities and Exchange Commission that another corporation, partnership or person has acquired a prior
right to the use of that name or that name has been declared as misleading, deceptive, confusingly similar
to a registered name of contrary to public morals, good custom.
GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION
AUTHORIZING Engineer ENRIQUE T. GELA, Jr. TO REPRESENT, NEGOTIATE, SIGN FOR and ENTER INTO
CONTRACTS IN BEHALF OF GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION. FURTHER, THAT
THE PRESIDENT/CEO AND THE CHAIRMAN OF THE BOARD, DOMINGO L. CHINEL, BOTH TO REPRESENT
THE COMPANY IN ALL FINANCIAL MATTERS RELATED TO LOAN RELEASES.
and
1. Whereas, in view of the pending loan approval the amount of Php 250,000,000.00 (Two
Hundred Fifty Million Pesos) in favor of Gel-Tech Construction Industrial Corporation for the
construction, operation and profitable marketing of Tube Ice and Block Ice in Palawan province.
2. Whereas, the need of the corporation to undertake and commence negotiation, to purchase
industrial goods, to hire employees, to conduct further research, to acquire land, to contract
parties for the construction of facilities, leading to full operation.
3. The Board of Directors, in full attendance, hereby resolve to authorize Engineer ENRIQUE T.
GELA, Jr., in his capacity as President and Chief Executive Officer, to represent, negotiate, to sign
and enter into contract for and in behalf of Gel-Tech Construction Industrial Corporation in
pursuance of the above stated purposes.
4. Further resolved, that Engineer Enrique Gela and Engineer Domingo L. Chinel represent the
Company over all financial matters related to Loan releases.
This Memorandum of Understanding (MOU), hereinafter referred to as the Memorandum entered into on by and
between GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION with office address at PUROK MAUNLAD, BRGY. IRAWAN, PUERTO
PRINCESA CITY, PALAWAN hereinafter referred to as “FIRST PARTY,”
And
The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate
for FIVE (5) years and or for the implementation/operations of “PROPOSED ICE PLANT” project(s) under PPP which GEL-TECH
CONSTRUCTION INDUSTRIAL CORPORATION are been introduced for funding requirements under the facilitation of
from the date hereof.
WHEREAS, the aforementioned Parties desire to enter into the herein described agreement in which they shall work together to
accomplish the goals and objectives set forth:
WHEREAS, the Parties are desirous to enter an understanding, thus setting out all necessary working arrangements that both Parties
agree shall be necessary to complete this to five years for the “PROPOSED ICE PLANT” project.
AND, WHEREAS, upon completion of all the works for the “PROPOSED ICE PLANT” and commercial establishments within Five (5)
years, both parties then shall realize their profit
MISSION
The aforementioned project funding has been established with the following intended mission in mind:
The Parties intend for this Memorandum of Understanding to provide the cornerstone and structure for any and all possibly impeding
binding contract which may be related to the required introduction of project funding.
Thereafter the joint coordination for technical aspects of “PROPOSED ICE PLANT” projects to the Financier.
OBJECTIVES
The Parties shall endeavor to work together to develop and establish policies and procedures that will promote the funding,
construction and operations of “PROPOSED ICE PLANT” project, and intend to maintain a product and/or services that meets or
exceeds all the business and industry standard.
MEMORANDUM OF UNDERSTANDING
It is the desire and the wish of the aforementioned Parties to this MOU Agreement that this document should not and thus shall not
establish nor create any form or manner of a formal agreement or indenture, but rather an agreement between the Parties to work
together in such a manner that would promote a genuine atmosphere of collaboration and alliance in the support of an effective and
efficient partnership and leadership meant to maintain, safeguard and sustain sound and optimal managerial, financial project joint
activities in terms of funding. And as agreed, the support in construction & operations of “PROPOSED ICE PLANT” project.
TIMELINE
The above outlined scope and objective shall be contingent on the Parties obtaining the necessary funds required for the project(s) as
described within any grant or business loan application, if any. Responsibilities under this Memorandum of Understanding may coincide
with the grant period.
TERMS OF UNDERSTANDING
The term of this Memorandum of Understanding shall be for a period of Five (5) years and or for the implementation/operations of
“PROPOSED ICE PLANT” project under from the aforementioned effective date and maybe extended upon
written mutual agreement of both parties.
This Memorandum of Understanding may be amended or modified at any time in writing by mutual consent of both parties.
GENERAL PROVISIONS
The Parties acknowledge and understand that they must be able to fulfill their responsibilities under Memorandum of Understanding
in accordance with the provisions of the law and regulations that govern their activities. Nothing in the Memorandum is intended to
negate or otherwise render ineffective any such provisions or operating procedures. The parties assume full responsibility for their
performance under the terms of this Memorandum.
If at any time either party is unable to perform their duties or responsibilities under this Memorandum of Understanding consistent
with such party’s statutory and regulatory mandates, the affected party shall immediately provide written notice to the other party to
establish a date for resolution of the matter.
LIMITATION OF LIABILITY
No rights or limitation of rights shall arise or be assumed between the Parties as a result of the terms of this Memorandum of
Understanding.
MEMORANDUM OF UNDERSTANDING
The Parties to this Memorandum of Understanding agree that should any dispute arise through any aspect of this relationship, including,
but not limited to, any matters, dispute, or claim, the parties shall confer in good faith to promptly resolve any dispute. In the event
that the parties are unable to resolve the issue or dispute between them, then the matter shall be mediated and/or arbitrated in an
attempt to resolve any and all issues between the parties.
The parties agree that any claim or dispute that arises from for through this agreement, the relationship or obligations contemplated
or outlined within this agreement, if not resolved through mediation, shall then go to and be resolved through final and binding
arbitration. Any decision reached by the Arbitrator shall be final and binding and, if required, may be entered as judgement in any
court having jurisdiction.
In the event that any court having jurisdiction should determine that any portion of this Agreement to be invalid or unenforceable,
only that portion shall be deemed invalid and not effective, while the balance of this Agreement shall remain in full effect and
enforceable. This agreement shall be interpreted and governed by and in accordance with.
The Arbitration by and in accordance with the law in Philippine Courts in the event of dispute, the arbitration laws of the country above
will apply.
NOTICE
Any notice or communication required or permitted under this Memorandum shall be sufficiently given if delivered in person or by
certified mail, return receipt requested, to the address set forth in the opening paragraph or to such address as one may have furnished
to the other in writing.
GOVERNING LAW
This Memorandum of Understanding shall be governed by and construed in accordance with the laws of Philippines.
SEVERABILITY CLAUSE
In the event that any provision of this Memorandum of Understanding shall be deemed to be severable or invalid, and if any term,
condition, phrase or portion of this Memorandum shall be determined to be unlawful or otherwise, unenforceable, the remainder of
the Memorandum shall remain in full force and effect, so long as the clause severed does not affect the intent of the parties. If a court
shall find that any provision of this Memorandum to be invalid or unenforceable, but that by limiting said provision it would become
valid and enforceable, then said provision shall be deemed to be written, construed and enforced as so limited.
ASSIGNMENT
Neither party to this Memorandum of Understanding may assign or transfer the responsibilities or agreement made herein without
the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
MEMORANDUM OF UNDERSTANDING
ENTIRE UNDERSTANDING
The herein contained Memorandum of Understanding constitutes the entire understanding of the Parties pertaining to all matters
contemplated here-under at this time. The Parties signing this MOU desire or intend that any implementing contract, license, or other
agreement entered into between the Parties subsequent hereto shall supersede and preempt any conflicting provision of this
Memorandum of Understanding whether written or oral.
MOU SUMMARIZATION
FURTHERMORE, the Parties to this MOU have mutually acknowledged and agreed to the following:
The Parties to this MOU shall work together in a cooperative and coordinated effort, and in such a manner and fashion to bring about
the achievement and fulfillment of the goals and objectives for this project joint activities in terms of funding. And as required, the
support in construction & operations of “PROPOSED ICE PLANT” projects.
It is not the intent of this MOU to restrict the Parties to this Agreement from their involvement or participation with any other public
or private individuals, agencies or organizations.
The Parties to this MOU shall mutually contribute and take part in any and all phases of the planning and development of project joint
activities in terms of acquiring project funding. And as required, the support in construction & operations of “PROPOSED ICE PLANT”
project, to the fullest extent possible.
It is not the intent or purpose of this MOU to create any rights, benefits and/or trust responsibilities by or between parties.
as project coordinator for the required funding for “PROPOSED ICE PLANT” project. With their
various project, that 2nd Party agrees to share of any available percentage of
ownership to the 1st Party .
First Party and Second Party Agrees with the following conditions:
1. PROFIT SHARING
- Government and profit share percentage will be 40% (Forty Percent)
profit share will be 60% (Sixty Percent)
2. BINDING AGREEMENT
- Until completion of the total project, should work with the Financier Ronald Fischer Group
(RFG) and any other investors or financier or any kind of investment plan should not be involved.
MEMORANDUM OF UNDERSTANDING
- The MOU shall obligate either Party to share management of ownership to maintain and/or sustain as business partner.
- In the event that partnership should become necessary, any such endeavor shall be outlined in a separate and mutually
agreed upon written agreement by the Parties or representatives of the Parties in accordance with current governing
laws and regulations, and in no way does this MOU provide such right or authority.
- Upon the signing of the MOU by both Parties, this Agreement shall be in full force and effect.
- The signing of this Memorandum of Understanding does not constitute a formal undertaking, and as such it simply
intends that the signatories shall strive to reach, to the best of their abilities, the goals and objectives stated in this
MOU.
This Agreement shall be signed by First Party and Second Party and shall be effective as of the date first written above.
Note: Supply details, signatures of both parties, and company stamp at all pages by both parties.
Date:
This agreement made and executed this day of , 2021, in , by and between:
RONAL FISCHER, CEO of Ronald Fischer Group Financial Management Consultancy Naif Roas, with the office address at MBS
Building Flat 202, Deira Dubai UAE, KORO MAHALLESI KAVAKLI SOKAK, 14/12 – Cayyolu Cankaya 06810 Ankara/Turkey, referred to as
the Project Funder.
-and-
GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION, a private domestic corporation, duly organized and existing under
and by virtue of the laws of the Republic of the Philippines, with the office address at PUROK MAUNLAD, BRGY. IRAWAN, PUERTO
PRINCESA CITY, PALAWAN, Philippines, referred to as the Project Proponent.
That GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION is asking an immediate cash advance in the amount of FOURTY
MILLION USD ($40,000,000) for the payment of TWO (2) hectares a portion Of SIXTEEN (16) hectares to be used in “PROPOSED ICE
PLANT” project.
That GEL-TECH CONSTRUCTION INDUSTRIAL CORPORATION has responsibility to deliver the lot payment to GEL-TECH
CONSTRUCTION INDUSTRIAL CORPORATION with the business office address at PUROK MAUNLAD, BRGY. IRAWAN, PUERTO
PRINCESA, PALAWAN, represented herein by its President ENGR. ENRIQUE T. GELA JR. to collect the partial payment for the TWO (2)
hectares.
That the foregoing premises considered that the agreement made base on this partial funding agreement, in reference to
the National Seal Dated with the Documentary No. , Page No. , and Book No. as
reference in the attachment document.
IN WITNESS WHEREOF, parties herein have affixed their signatures on the date and place above written.
CONFORMITY:
NAME
NAME OF COMPANY
ACKNOWLEDGEMENT
BEFORE ME, Notary Public for and in , Philippines, personally appeared the following:
Name
Name
Name
Known to me to be the same persons who executed the foregoing Partial Payment Agreement signed by them and their instrumental
witnesses and hereby declare that the same is their free and voluntary act and deed and that of the respective entities they represent.
Doc No.
Page No.
Book No.
Series of 2021
REPUBLIC OF THE PHLHPPINES )
City of puerto princesa )
And
VVITNESSE", that:
WIIEREAS, the `FIRST PARTY of the first part, with this agreement, undertakes to
buHdaniceplantatBarangayRIoTubawithadailyproducfronsupplycapacityof60tousof
block ice and 30 tons Of tube ice; this ice plant construction compledon at about one (1) year
from agreement. Hence, the ice production and delivery starts in conformity with the above
schedule.
WHEREAS, the FRST PARTY of the first part undertakes to provide quality ice with
the volume of THIRTY (30) TONS OF BLOCK ICE AND FIFTEEN (15) TONS OF TUBE ICE
DAILY be made exclusively available to FLORA Emtexprises represented by Felixberta D.
Lora, in an exclusive supply agreement with a duration of two years covering the fouowing
municipalities, namely: Brookes Point, Rizal, Napsan and Quezon. This agreement is
renewable on the second year of operation upon the will of the second party; modified terms
of agreement to be reviewed and agreed to by both parti'es to improve distribution.
WHEREAS,theFIRSTPARTYOfthefirstpartedmmitstoassisttheSECONDPARTY
in the marketing of the ire in the manner of 1% of gross proceeds be anotted to niarketing
research and to explore new demand centers and customers; likewise, to finance and build
the development Of a fish port where feasible and necessary.
WHEREAS, the SECOND .PARTY acknowledges the distributor price of ice the fixed
amount Of: Seven Hundred (700) pesos for each 150 kilogram Of block ice; and,
twenty (20) pesos for each kilogram of tube ice.
Page I 1
Delivery mode, cred`it terms and guanntees. Gcods are supplied ex factory or may
be freely detivered in bulk to distributor stornger within 25 kilometers mainland. The off-take
goods amount on credit line will be charged and payable on a monthly basis. The retail price
must be equitable but subject to the costing of the distributor. Ex factory price increases are
subject to negotiation. Distributor price and territory protection is guaranteed as the FIRST
PARTY will not engage in retailing.
WHEREAS,theSECONDPARTYcommitstodeliver100%efforttogrowthebusiness
legally by developing retail outlet subscription in preparation to andcipated supply; thence,
to satisfy all its client demands without discrimination of religion, distance, financing mode,
and order quantity.
WHEREAS, THE SECOND PARTY undertakes to pay its financial obligation when it
comes due with diligence and on-time; as well as, to ermbrace harmJnious business
relationships at all times.
WHEREAS, the herein parties sign this agreement with full understanding, consent
and without coercion.
WHEREFOR,letitbethatthisagreementtotakeeffectfromthisdateOfsigning.
FErizD. LORA
Distributor / Second Party
;----i--i:-=_---
W<ithess
ACKNOw[EDGMEl`IT
BEFORE ME, a Notary Public for the City of Puerto Princesa and in the Province of
Palawan, personally appeared, ENRIQUE Jr. T. GELA exhibited to me his Voter's ID Card with No.
5303-0023A-G1555FTG10000 and FELIXBERTO D. LORA exhibited to me his Voter's ID Card with
No. 5317i)069B-H2257FDtl0002-6 as p-roof of- their identfty; executed ttris SUppt.IER-
DLSTRIBUTOR AGREEMENT, known to me and to me known t6 be the same person,s who
executed the foregoing instrument and they acknowledged to me that they executed the same
freely and voluntarily.
pQaE8EF!tprovlnceofpalawan,
REPUBLIC OF THE PIHLIPPINES )
City of puerto princesa }
And
WTTNESSETH, that:
WHEREAS, the FIRST PARTY of the first part, with this agreement, undertakes to
build an ice plant at Barangay Rio Tuba with a daily production supply capacity Of 60 tons Of
block ice and 30 tons of tube ice; this ice plant construction completion at about one (1) year
agreement. Hence, the ice production and delivery starts in conformity with the above
WHEREAS, the FIRST PARTY of the fist part undertakes to provide quality ice with
the volume Of SEVENTY FIVE (75) TONS OF BLOCK ICE AND THIRTY SEVEN (37) TONS
TUBE ICE DAILY be made exclusively available to ARMEL General Merchandize
represented by Nora D Lachica, in an exclusive supply agreement with a duration of two
years covering the following municipalities, namely: Bataraza, Balabac to include nearby
islands and islets. This agreement is renewable on the second year of operation upon the will
ofthesecondprrty;modifiedtermsofagreementtobereviewedandagreedtobybothparties
to improve distribution.
WHEREAS, the FRST PARTY of ,the first part commits to assist the SECOND PARTY
in the marketing of the ice in the manner of 1% of gross proceeds be allotted to marketing
research and to explore new demand centers and customers; likewise, to finance and build
the developrfucht of a fish port where feasible and necessary.
WIIEREAS, the SECON.D PARTY acknowledges the distributor price of ice the fixed
amount of: Seven Hundred (700) pesos for each 150 kilogram of block ice; and,
page I 1 ,_
twenty (20) pesos for each kilogram of tube ice.
Delivery mode, credit terms and guarantees. Goods are supplied ex factory or may
be freely delivered in bulk to distributor storage within 25 kilometers mainland. The off-take
goods amount on credit line will be charged and payable on a monthly basis. The retail price
must be equitable but subject to the costing of the distributor. Ex factory price increases are
subject to negotiation. Distributor price and territory protection is guaranteed as the FIRST
PARTY will not engage in retailing.
• WHEREAS, the SECOND PARTY commits to deliver 100% effort to grow the business
WHEREAS, THE SECOND PARTY undertakes to pay its financial obligation when it
comes due with diligence and on-tine; as well as, to embrace harmonious business
relationships at all times.
WTIEREAS, the herein parties sign this agreement with full understanding, consent
and without coercion.
WHEREFOR, let it be that this agreement to take effect from this date of signing.
IN WITNESS THEREOF, the parties hereby sign this agreement on this _ day
°f 7 9 NOv mtq , 2019 in puerto princess city,
ARgACHICA
"stributor / Second Party
Witness
_i--f.--
Page I 2
TOTAL PROJECT COST: Php 232,067,390.00
CONSUMABLES / MISCELLANEOUS:
1. Hauling
2. Fuel and Oil
3. Oxygen and Acetylene LPG and Argon
4. Welding Rods and Air Compressors
5. Nitrogen
6. Welding Machine and Cutting Equipment
7. Angle Grinders / Cutting Disks
8. Water Drilling
9. Overhead Water Tanks 40,000 Gallons Capacity
10. Delivery Service Vehicles
11. Subsistence
12. Consistence
SOUTHERN PALAWAN
1. Bataraza
2. Brooks Point
3. Quezon
4. Narra
NORTHERN PALAWAN
1. Roxas
2. Taytay
3. El Nido
4. Santa Teresita
Prepared by:
NOTE : All above figures are flexible and subject to adjustments, depending upon actual
conditions prevailing, and obtaining in the locality such as cost of labor , building
materials and actual local taxes .
MARKETING