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CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:


This CONTRACT OF LEASE is made and executed at the City
of Santiago, this ______ day of November, 2016, by and between:
ISABELA
WASHINGTON
INTERNATIONAL
SALES CORPORATION duly represented by MARIO C.
TAN, of legal age, married, Filipino and a resident of
Dubinan East, Santiago City hereinafter referred to as
the LESSOR;
-ANDTOP WAREHOUSE MARKETING CORPORATION,
duly represented by CHRISTINA P. LIGON, of legal age,
married, Filipino and a resident of #15 Burgos Avenue,
Barangay Rizdelis, Cabanatuan City hereinafter referred
to as the LESSEE.
WITNESSETH; That
WHEREAS, the LESSOR is the registered owner of that parcel
of land located at Maharlika Highway, Mabini, Santiago City,
containing an area of 1,675 square meters covered by Transfer
Certificate of Title No. T-177208 duly registered with the Province of
Isabela (the Property);

WHEREAS, the LESSEE is interest in leasing the Property


subject to the condition that the LESSOR shall construct a
commercial building with the dimensions and designs as furnished
by the LESSEE suitable for the operation of the LESSEE suitable
for the operation of the LESSEES branch sales operations,

NOW THEREFORE, for an in consideration of the foregoing


premises and the mutual covenants hereunder stipulated, the
parties hereby bind themselves as follows:

1. CONSTRUCTION OF THE COMMERCIAL BUILDING - The


LESSOR constructed a commercial building with the dimension
and design as specified by the LESSEE.

2. SUBJECT MATTER - The LESSOR leases to the LESSEE the


Leased
Premises,
consisting
of
__________________________________________
and an extension
consisting of ____________________________________.

3. TERM - The lease shall be for a term of FIVE (5) YEARS to


commence on 2 November 2016 and shall expire on the last day of
the five year, renewable at the option of the LESSEE, subject to the
terms and conditions mutually acceptable to both parties.

4. PRE-TERMINATION - The LESSEE shall have the option to preterminate the contract on the last day of the third (3 rd)year.

5. AMOUNT OF RENT - In consideration the LESSEE agrees to pay


the LESSOR a monthly rental of PHILIPPINE PESOS; ONE
HUNDRED
THOUSAND
ONE
HUNDRED
TEN
PESOS
(Php110,000.00) per month subject to a seven point five percent
(7.50%) increase every year to start on the second year, during the
entire term of this Contract based on the following schedule:
PERIOD

MONTHLY RENTAL

Year
Year
Year
Year
Year

Php
Php
Php
Php
Php

1
2
3
4
5

110,000.00
118,250.00
127,119.00
136,653.00
146,902.00

YEARLY RENTAL
Php
Php
Php
Php
Php

1,320,000.00
1,419,000.00
1,525,428.00
1,639,836.00
1,762,824.00

Withholding Tax and Value Added Tax shall be for the account
of the LESSOR.
6. GUARANTEE DEPOSIT - The LESSEE shall pay the LESSOR the
amount of PHILIPPINE PESO: ONE HUNDRED FIFTY THOUSAND
PESOS ONLY (Php 150,000.00) as guarantee deposit upon signing
of the Contract, refundable upon expiration of the contract. The
said guarantee deposits may be applied for damages to the
premises aside from the usual wear and tear, such amount will be
deducted from this deposit and balance, if any may be refundable
to the LESSEE.

7. USE OF PREMISES - The Leased Premises shall be used


exclusively for Sales, Services and Office only of the LESSEE
and/or of each subsidiaries and affiliates, and the LESSEE shall
not divert the said Leased Premises to other use without prior
written consent of the LESSOR.

8. ALTERATION, ADDITIONS AND IMPROVEMENTS - The LESSEE


is hereby granted permission to make such alterations, additions or
improvements on the Leased Premises as it may deem necessary for
the conduct of its business, at its own expense. Any and all
additions or improvements so introduced shall belong to the
LESSOR upon the expiration or pre-termination of the Contract,
and its appurtenances and such other improvements which may be
removed without causing damage to the Leased Premises, including
but not limited to furniture, office equipment, air-conditioning
units, generators and other which may have been installed on the
Leased Premises by the LESSEE.

9. INSTALLATION OF LIGHTING EFFECTS, NEON LIGHT, ETC. The LESSEE is authorized to install on the Leased Premises
lighting effects, neon lights, letter blocks, sign boards and other
advertising equipment, the ownership of which shall remain with
the LESSEE upon the termination of the lease.

The LESSEE may such other necessary installations as may


be required by its business provided that the strength and general
structure of the Building or of the Leased Premises are not thereby
impaired or otherwise adversely affected, and provided further, that
the conditions of this Contract are not thereby violated.

10.
LESSORS WARRANTY - The LESSOR hereby warrant and
guarantees the peaceful possession and enjoyment of the Leased
Premises by the LESSEE during the period of the lease, except
disturbance and/or discontinuance of possession by the LESSEE
caused by acts or circumstances beyond the control of the
LESSOR, such as war, fire, earthquake, civil disturbance beyond
the control of the LESSOR warrants that it has good absolute title
to the Property free and clear of any liens, restrictions, security
interests, charges or encumbrances whatsoever except that the
property is subject to the provisions of Section 7 of Republic Act
No. 26.

Furthermore, the LESSOR shall not be liable nor responsible


for the following:

a.) the presence of bugs, vermin, termites, ants Insects, if


any, In the Leased Premises;

b.) Failure of water supply and/or electric and other utility


services.

c.) Any injury, loss or damage which the LESSEE, its agent,
guest and clients might sustain within the Leased
Premises due to any cause whatever.

11.
REGISTRATION OF LEASE - The LESSEE shall cause to
register or annotate this Lease Agreement on the title of the Leased
Premises. Expenses of the annotation shall be borne by the
LESSOR.

12.
TAXES AND OTHER CHARGES - The LESSOR shall pay all
really taxes, building insurance and other charges on the Leased
Premises. Taxes and charges on the installation of signboards,
advertising equipment and the like, if any, shall be for the account
of the LESSEE. Documentary Stamps Tax in connection with the
execution of this Agreement shall be for the account of the
LESSOR.

13.
CARE OF THE LEASED PREMISES - The LESSEE shall, at
its own expense maintain the Leased Premises in a clean and
sanitary condition, free of obnoxious odors, disturbing noise and of
other nuisances and, upon the expiration of this lease, shall
surrender and return the Leased Premises and fixtures in as good
condition as they were at the beginning of the lease, ordinary wear
and tear excepted. Compliance with the requirements of the
existing laws, rules and regulations relative to the use of the Leased
Premises as a business establishment in the locality shall be the
responsibility of the LESSEE.

14.
INSPECTION OF PREMISES - The LESSOR or his
representative shall, by previous arrangement with the LESSEE,
have the right to enter the Leased Premises at any time during
officer hours, to examine the same or to make alteration or repairs
deemed necessary for the preservation, unkeeping and
maintenance of the Leased Premises: provided the such alteration
or repair work does not interfere with the normal or regular
business of the LESSEE. Inspection, however, shall not apply to
security areas including but not limited to, the vault premises.

15.
SERVICE UTILITIES - The LESSEE shall pay for all the bills
and/or charges for water and electricity as reflected in tis water
and electric consumption meters.

16.
REPAIRS - The LESSOR shall make all the necessary repairs
in the Leased Premises in order to keep it suitable for the use to

which it has been devoted. Failure on the part of the LESSOR to


make the necessary repairs will give the LESSEE the options to
undertake the necessary repairs for the account of the LESSOR.
The LESSOR authorizers and empowers the LESSEE to set-off the
rental payments in order to pay-off the advances made by the
LESSEE to undertake the necessary repairs.

17.
FIRE AND OTHER CALAMITIES - in case of damage to the
Leased Premises or its appurtenances by fire, earthquake flood or
any unforeseen event or calamity, the LESSEE shall give immediate
notice thereof to the LESSOR. If the Leased Premise is damaged
without the fault or negligence of the LESSEE, the damage shall be
repaired at the expense of the LESSOR, as speedily as possible
after such notice. In case, however, of damage shall be repaired at
the expense of the LESSEE. If the Leased Premises be so destroyed
as to make it untenantable without the fault of neglect of either the
LESSEE or the LESSOR, either in which case the LESSEE, shall be
entitled to a refund of the paid rental for the unexpired portion of
the lease for the relevant month.

No compensation or claim shall be allowed against the


LESSOR by reason inconvenience, annoyance or injury business
arising out of the necessity repairing any portion of the building,
except when the LESSEE is required to suspend its business and
the repair is on account of the fault of the LESSOR, in which case,
the LESSEE shall be entitled to a refund of the paid rental
corresponding to the period of suspension.

18.
SEPARATION CLAUSE - If any provision of this Contract is
held invalid illegal or unenforceable, the same will not affect the
validity, legality or enforceability of the other provision of this
Agreement.

19.
TERMINATION OF LEASE - The LESSEE agree to return and
surrender the Leased Premises at the expiration of the term of this
lease in as good condition as reasonable wear and tear will permit.

20.
SALE OF THE LEASED PREMSIES - During the term this
lease, any extension or renewal thereof, the LESSOR hereby gives
the LESSEE the first option to purchase the Leased Premises
and/or the parcel of land under the same terms and conditions as
those offered to or by third party. If the LESSEE is not able to by
the Property under the same terms and conditions, the LESSOR
shall make the necessary provisions in the sale of the land and/or
the Leased Premises to effect that the new owners/s will recognize
and respect the of the LESSEE under this CONTRACT.
The Lessor, during the term of this contract and within one
year from termination thereafter, shall not without the LESSEEs
prior written consent, act as distributor, dealer or otherwise, in
connection with TOYOTA Motor Vehicle, nor shall the Lessor or any
of its immediate family member, invest in an enterprise which deals
with the sale of brand New Toyota vehicles in the sale locality.
21.
NON WAIVER - The failure of the LESSEE or of the LESSOR
to insist in ant one more instances upon a strict performance or
compliance with ant of the terms, provisions, conditions and
covenants of this Contract or to exercise any option herein
contained, shall not be deemed a relinquishment or waiver of any
rights or remedy that each may have, nor it shall it be construed as
condonation of any subsequent breach or default or the terms and
conditions and covenants shall continue to be in full force and
effect. No waiver by either of them of any of their respective rights
under this Contract shall be deemed to have been made unless
expressed writing and sign by them their respective
representatives.

22.
ATTORNEYS FEES - In case of unavoidable court litigation
between the parties hereto on account of breach of this Contract by
the both parties, the party at fault shall be entitled to collect from
the defaulting party an amount equivalent to ONE HUNDRED
FIFTY THOUSAND PESOS (Php150,000.00) as liquidated damages
and attorneys fees of at least TEN THOUSAND PESOS
(Php10,000.00) as well as legal expenses and costs recoverable
under existing laws.

23.
BINDING EFFECT - This Contract shall be binding up on and
inure to the benefit of the LESSOR and the LESSEE and their
heirs, assigns or successors.

1. PERIOD AND RENTALS: the term of this lease is for a period of


five (5) years, commencing on August 1, 2010 and which will expire
on August, 2014, renewable upon the option of the LESSOR.

The rental for the first two (2) years of the LEASED PREMISES for
the period August 1, 2010 to August 1, 2014 as proposed by the
LESSOR and agreed by the LESSEE shall be PESOS TEN
THOUSAND ONLY (Php10,000.00) monthly inclusive of the ten
percent (10%) Value Added Tax and net of (5%) withholding tax.

Without necessity of demand, the LESSEE shall pay the LESSOR


advance rental every 1st day of the month.

2. SECURITY DEPOSIT and ADVANCE RENTAL: that upon the


execution of this Contract of Lease, the LESSEE shall pay to the
LESSOR the sum of PESOS: THIRTY THOUSAND ONLY
(Php30,000.00) 1st month of the Contract and two (2) months
deposit to answer for any damages or other obligations and
liabilities, except back rentals, to be returned at the termination of
this lease less whatever amount the LESSEE might be owing the
LESSOR.

3. USE AND PURPOSE: the LESSEE hereby expressly agrees and


warrants that that LEASED PREMISES shall be used as a
commercial/showroom and service area for Agricultural Supply
only, and the said LESSEE is prohibited to use said premises for
any other purpose or purposes without prior written consent of the
LESSOR.

4. RIGHT OF LESSEE, NON-TRANSFERRABLE: the LESSEE shall


not directly or indirectly sublease, assign or transfer their right over
the leased premises of any portion thereof under any
circumstances whatever, and any such contract made in violation
of this clause shall be null and void.

5. AIRCONDITIONING: the LESSEE shall provide air-conditioning


units and it is expressly understood that in the installation thereof,
he shall not in any manner destroy the leased premises.
6. REPAIRS AND IMPROVEMENT: the LESSEE hereby expressly
acknowledge that the premises is in good and tenantable condition
and agrees to keep the same in good tenantable condition for which
purpose he binds himself to undertake at his exclusive expense all
ordinary and necessary repairs to maintain the same in such good
and tenantable condition. It is expressly agreed and understood
however, that the LESSEE shall not commence or proceed with any
such repair work nor in any alternations of whatever nature
without the consent of the Owner. All fixed improvements made
therein shall form an integral part of the leased premises and shall
not be removed therefrom but shall belong and become the
exclusive property of the LESSOR upon the termination of the
lease, without need of reimbursement for any costs thereof,
provided that any improvements thus introduced shall not in any
manner destroy the original condition of the leased premises.

7. UTILITY CHARGES: charges for electricity, water, telephone and


other utility services in the premises, as well as for the repair in the
utility systems shall be for the exclusive account of the LESSEE.

8. CHARGES IN EXISTING INSTALLATIONS: the LESSEE shall


not make any alternations or charges in the electric or plumbing
installations or any other improvements installed within the
premises without the written consent of the LESSOR.

9. COMPLAINCE WITH LAWS AND REGULATIONS: the LESSEE


shall comply with any and laws, ordinances, regulations or orders
promulgated by the proper government authorities arising from or
regarding the use, occupation, and sanitation of the leased
premises and non-compliance with shall be at the exclusive risk
and expense of the LESSEE.

10. FIRE HAZARDS: the LESSEE shall not bring or store in the
leased premises any inflammable or article which may expose the
leased premises to fire or increase the fire hazards, and any
destruction or less, whether partial or total on the leased premises
that may be committed by the LESSEE his employees and agents
shall be borne by the LESSEE and he shall be liable to the
LESSOR.

11. SIGNBOARDS RESTRICTION: the LESSEE shall not paint any


inscription in the leased premises or in any portion of the building.

12. NON-PAYMENT OF RENTALS: in the event that the LESSEE


fails to pay the said rentals this contract of lease shall
automatically be cancelled and the two (2) months security deposit
forfelted in favor of the LESSOR. Said premises shall be vacated
peacefully by the LESSEE for the LESSOR to take over the
possession thereof, within the prejudice on the part of the said
LESSOR to exercise any or all rights arising from this Contract of
Lease and those granted by law.

13. INSPECTION OF THE PREMISES: the LESSOR or her duly


authorized representative shall have the right to inspect the leased
premises at any reasonable hour of the day.

14. RETURN OF THE PREMISES UPON TERMINATION OF


LEASE: at the expiration of the term ,of this lease or upon
cancellation thereof, as herein provided the LESSEE shall promptly
surrender the premises to the LESSOR in as good and tenantable
conditions as when taken, ordinary fair wear and tear excepted

devoid of all occupants, furniture, articles and effects, of any kind


provided, however that non-compliance on the part of the LESSEE
with the terms of this clause will give the LESSOR the right at his
option to refuse to accept the delivery of the premises and to
compel the LESSEE to pay the rent at the same rate or rental as
herein provided, I plus 50% additional in the form of penalty until
the LESSEE shall have complied with the terms thereof, be this the
same penalty likewise to be imposed in case the LESSEE shall
refuse to leave the premises after his right has expired or
terminated for any cause whatever.

15. SUFFICIENCY OF NOTICE TO VACATE: a notice to vacate


shall constitute due and sufficient notice to the LESSEE. Upon
termination of the term of this lease or earlier thereof as above
provided, the LESSEE hereby expressly authorizes in advance the
LESSOR to enter in the leased premises.

16. REMEDIAL MEASURES: in case of violation or infringement of


any of the foregoing terms and conditions, the LESSOR reserves
the right to terminate this Contract of lease immediately and the
LESSEE agrees to vacate the forthwith premises without need of
court proceedings, provided however, that for any valid reason it
shall become necessary for the LESSOR to institute an appropriate
court action for the enforcement of his right under this Contract,
the LESSEE shall be liable in liquidated damages and attorneys
fees aside from the costs of suits, and that the parties agree that
the venue of action shall be in the proper court of Santiago City.

17. PENALTY CLAUSE: that in the event the LESSEE decides to


pre-terminate this Contract of Lease for any reason whatsoever, the
LESSEE shall be obligated to pay the sum equivalent to two
months rental as penalty for pre-termination to be paid prior to the
surrender of the leased premises

IN WITNESS WHEREOF, the parties have hereunto affixed


their signatures, this ___ day of July, 2010 at Santiago City,
Philippines.

VERONICA GRACE G. MANALO


TAN
LESSOR
LESSEE
Signed in the presence of:

CONSUELO L.

_____________________________
______________________________
ACKNOWLEDGEMENT
Republic of the Philippines)
SANTIAGO
C I T Y):S.S
BEFORE ME, a Notary Public, this ___ day of July, 2010,
personally appeared the following:
Name
Issued on

I. D. Number

VERONICA GRACE MANALO _________________


__________
CONSUELO L. TAN
_________________
__________

Issued at

____________
____________

Known to me and to me known to be the same persons who


executed the foregoing instrument and acknowledged to me that
the same is their free and voluntary act and deed.
This instrument consisting of 3 page/s, including the page on
which this acknowledgement is written, has been signed on each
and every page thereof by the concerned parties and their
witnesses, and sealed with my notarial seal.
WITNESS MY HAND AND SEAL, on the date and place first above
written.

Doc. No.______;
Page No. ______;
Book No.______;

Series of 2010