MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

The Memorandum of Agreement, made and entered by and between:

The BASES CONVERSION AND DEVELOPMENT AUTHORITY

(hereinafter referred to as the FIRST PARTY), a government
instrumentality vested with corporate powers created by virtue of
Republic Act No. 7227, as amended, with office address at the BCDA
Corporate Center, 2/F Bonifacio Technology Center, 31 st Street, Corner
2nd Avenue, Bonifacio Global City, Taguig City, Metro Manila,
represented herein by its President and Chief Executive Officer,
VIVENCIO B. DIZON;

and

ALPHABIZ CORP., represented by; MARIA ANGELICA VIADO;

(hereinafter referred to as the SECOND PARTY), Filipino, all of legal age,
and with residence and postal address at Blk 59, Soldiers Hills Village,
Putatan, Muntinlupa City,

(collectively referred to as the Parties)

ANTECEDENTS

The FIRST PARTY is implementing the Subic-Clark Railway Project (SCRP) – a

71.13- kilometer freight railway connecting Subic Bay Freeport Zone and Clark
Freeport Zone, providing a railway link between the Port of Subic Bay and Clark
International Airport.

In support of the SCRP, the FIRST PARTY needs to construct 2 major track
railways: the Mainline, a single track railway that will connect Subic Bay Freeport
Zone and Clark Freeport Zone, and is divided into four segments, Subic-to-
Dinalupihan (Segment 1), Dinalupihan-to-Floridablanca (Segment 2), Floridablanca-
to-Porac (Segment 3), and Porac-to-Clark (Segment 4); and the Spurline, also a single
track railway that will connect Port Subic Bay New Container Terminals to the
Mainline.

The FIRST PARTY needs to acquire private lands which will be used for the
Right-of-Way (ROW) of these railways.

The SECOND PARTY is the absolute owner of a piece of property located in

Barangay Pio /Jalung, Porac Pampanga, identified as lot 6 of subdivision plan Psd-03-
042750 (OLT) AMD 2 covered by TCT No. 042-2019025324, containing an area of
Three thousand six hundred thirty eight (3,638) square meters which is partially
affected by the construction of the segment 4 of the railway.

The SECOND PARTY is willing to sell the property traversed by Porac-to-Clark

segment 4 of the railway with an approximate area of ONE HUNDRED TWENTY NINE
(129) SQ.M., at the purchase price agreed herein by the Parties.
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ACCORDINGLY, the Parties have agreed as follows:

SECTION 1: GENERAL AGREEMENTS

1.1 Subject matter. Subject to the final determination of its actual metes and
bounds, the Property subject of this MOA shall be ONE HUNDRED TWENTY
NINE (129) square meters.
TECHNICAL DESCRIPTION

SURVEY PLAN NO. :

BLOCK NO :
LOT NO. : LOT 6 - B
PORTION OF LOT : LOT 6
LAND OWNER/CLAIMANT : ALPHABIZ CORP.
LOCATION : BARANGAY PIO/JALUNG
MUNICIPALITY OF PORAC
PROVINCE OF PAMPANGA
ISLAND OF LUZON
BOUNDARIES:

LINE DIRECTION ADJOINING LOTS/FEATURES

1–2 W LOT 07, Psd-03-

042750(OLT)
2–3 N LOT 08, Psd-03-042750(OLT)
3–6 E LOT 6-A, Psd-03-
042750(OLT)

TIE LINE: S. 67 DEG 24’ E. 2932.08 M., From BLLM NO 3, CAD 156 TO CORNER
“1”

LOT DESCRIPTION

LINE BEARING DISTANCE

1–2 N. 20deg 56’ E 37.53 m.
2–3 S. 71deg 18’ E 7.07 m.
3–4 S. 32deg 15’ W 8.46 m.
4–5 S. 31deg 19’ W 10.00 m.
5–6 S. 25deg 05’ W 10.00 m.
6–1 S. 30deg 50’ W 10.00 m.

AREA: ONE HUNDRED TWENTY NINE (129) Square meters more less

DESCRIPTION OF CORNERS : By P.S. cyl.conc. Mons 15x40 cms.

BEARINGS :
DECLINATION :
DATE OF ORIGINAL SURVEY :
DATE OF SUBD. SURVEY :
DATE APPROVED : UNOFFICIAL
GEODETIC ENGINEER : DANILO F. DUMAYAS
NOTE :

1.2 Land Value. The SECOND PARTY herein agrees to sell to the Buyer the above
described property in the amount of Php 416.25 per square meter.

1.3 Total Purchase Price. The Total Purchase Price of the property shall be sum of
the total land value amounting to FIFTY THREE THOUSAND SIX HUNDRED
NINETY SIX PESOS AND 25/100 (Php 53,696.25), the replacement cost of
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Memorandum of Agreement
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structures and improvements, and the current market value of crops and trees
to be determined at the subsequent Deed of Absolute Sale.

1.4 Earnest Money. The FIRST PARTY shall pay to the SECOND PARTY twenty-five
percent (25%) of the total land value mentioned in Section 1.3 as Earnest
Money, or a total of THIRTEEN THOUSAND FOUR HUNDRED TWENTY FOUR
AND 06/100 (Php 13,424.06). Accordingly, this amount shall form part of the
Total Purchase Price of the Property.

Nonetheless, should the sale of the Property not push through for any reason
whatsoever, the SECOND PARTY shall return the Earnest Money to the FIRST
PARTY within fifteen (15) days from demand thereof, or as stated in the demand
letter, whichever is earlier.

1.5 Appraisal of Crops and/or Improvements. Should there be crops and/or

improvements found on the Property, BCDA shall effect the appraisal of the
market value of the improvements as certified by the Municipal Assessor (MA).
The amount shall be included in the Total Purchase Price to be paid by BCDA.

1.6 Permit to Enter. Upon payment by the Buyer of the earnest money referred to
in Section 1.4, the SECOND PARTY shall issue a Permit to Enter in favor of the
FIRST PARTY and allow Possession of the Property.

1.7 Deed of Absolute Sale. The SECOND PARTY shall execute a Deed of Absolute
Sale in favor of the FIRST PARTY upon completion of the final parcellary survey,
thereby effectively transferring ownership of the Property to the FIRST PARTY.
The FIRST PARTY, on its part shall pay the SECOND PARTY the balance of the
Total Purchase Price upon submission of all required documents needed by the
Bureau of Internal Revenue and Register of Deeds.

1.8 Clearing of Property. The SECOND PARTY hereby authorizes the FIRST PARTY
to clear the Property of all improvements and crops within ten (10) days from
receipt of the earnest money. Within the said period, an inventory of all
improvements and crops must be prepared by the FIRST PARTY, duly
conformed with by the SECOND PARTY.

1.9 Documentary Requirements. The SECOND PARTY shall provide the FIRST
PARTY, as necessary and applicable, all the documents proving the SECOND
PARTY’s ownership and possession of the Property. A list of those documents is
herewith attached as Annex “B” and forms as an integral part of this MOA.

1.10 Warranties. The SECOND PARTY warrants that he is the owner of the said
property and possesses all the necessary authorizations and powers to sign this
Agreement and the subsequent Deed of Absolute Sale. It shall hold the FIRST
PARTY free and harmless against any damages, claims or suits involving a third
party that may be affected by this transaction.

SECTION 2. TAXES AND OTHER FEES

2.1. Payment of real estate taxes and such other taxes and fees past due and
pertaining to the land, and improvements thereon, shall be for the account of
the SECOND PARTY and shall be deducted by the FIRST PARTY from the Total
Purchase Price and paid directly to the Municipality where the property is
located.

2.2. The titling of the property, registration of the transfer of ownership and all other
action as well as payment of costs, fees and taxes thereof (except Capital Gains
Tax) that are necessary to effect the Deed of Absolute Sale shall be the
responsibilities of the FIRST PARTY. The corresponding Capital Gains Tax shall
be paid by the FIRST PARTY on account of the SECOND PARTY.
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SECTION 3. MISCELLANEOUS PROVISION

This MOA shall be valid and binding upon the heirs, executors and assigns of
both the contracting parties. Any action or suit arising hereunder shall be brought to
the appropriate court in ____________, all other venues being hereby expressly waived.

SIGNED by the Parties this _______________ day of __________________ at

___________________.

BASES CONVERSION AND

DEVELOPMENT AUTHORITY

BY: BY:

VIVENCIO B. DIZON
BUYER SELLER

WITNESS WITNESS

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, for and in City of _____________, on this _________ day of
_____________, 2020 personally appeared the following:

Name Competent Evidence of Identity

VIVENCIO B. DIZON BCDA ID NO. BOD-17-002

MARIA ANGELICA VIADO

They are known to me to be the same persons who executed the foregoing instrument
and they acknowledge to me that the signatures the affixed confirm their own
voluntary acts and the entities they represent.

I further certify that the foregoing MEMORANDUM OF AGREEMENT consists of four

(4) pages, including this page on which the acknowledgment is written, and that each
and every page thereof has been signed by the parties and their witnesses, and sealed
with my notarial seal.

SIGNED AND SEALED at the place and on the date stated above.

Doc No. _______;

Page No. _______;
Book No. _______;
Series of 2020.