MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENT:

This Memorandum of Agreement is made and entered into by and between:

SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered cooperative under the
Cooperative Development Authority and with business address at Sorosoro Ibaba, Batangas City represented by
its Chief Executive Officer, HON. RICO B. GERON, hereinafter referred to as the FIRST PARTY;
-AND- 
       MUINICIPALITY OF NARRA PALAWAN, a political subdivision under the laws of the Republic of the
Philippines, with principal address at ________________________________________, and represented in this
Agreement by its Municipal Mayor, HON. _______________________________________, hereinafter referred
to as the SECOND PARTY.

WITNESSETH;
WHEREAS, the SECOND PARTY is a local government unit existing under Philippine law engaged in
the services of and related services and has the expertise of providing the same;
WHEREAS, the FIRST PARTY needs to hire the services of the SECOND PARTY to provide Palawan
Organized Farming Sytem related services for Sorosoro Ibaba Development Cooperative (SIDC) located at Brgy.
Sorosoro Ibaba, Batangas City;
WHEREAS, the SECOND PARTY has agreed to render such services to the FIRST PARTY with
consideration agreed upon; and
NOW, THEREFORE, for and in consideration of the foregoing, this Agreement is entered by and
between the FIRST PARTY and the SECOND PARTY with the following covenants, to wit:
I. GENERAL PROVISION
a. This Agreement constitutes the whole of this Agreement between the Parties hereto relating to
the matters dealt with herein and, save to the extent otherwise provided herein, no
undertaking, representation, term or condition relating to the subject matter of this Agreement
not incorporated in this Agreement, shall be binding on any of the Parties;
b. No variation, addition, deletion, or agreed cancellation will be of any force or effect unless in
writing and signed by or on behalf of the Parties hereto. Failure or delay on the part of any
Party hereto in exercising any right, power or privilege hereunder will constitute or be deemed
to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege;
c. Save as otherwise herein provided, neither this Agreement nor any part, share or interest
therein nor any rights or obligations hereunder may be ceded, assigned, or otherwise
transferred without the prior written consent of the other Party;
d. Any consent or approval required to be given by any Party in terms of this Agreement will,
unless specifically otherwise stated, not be unreasonably withheld;
e. Each Party agrees that, in its respective dealings with the other Party under or in connection
with this Agreement, it shall act in good faith; and
f. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the same agreement as at the
date of signature of the Party last signing one of the counterparts. The Parties undertake to
take whatever steps may be necessary to ensure that each counterpart is duly signed by each
of them without delay.
II. RESPONSIBILITIES OF THE PARTIES
A. The FIRST PARTY shall undertake the following:
a. Pay and Remit to the SECOND PARTY an amount of
__________________________________________ Pesos Only (Php
______________________ in a monthly basis payable fifteen (15) days after
invoice issuance;
b. The FIRST PARTY will finance in terms of inputs such as corn grains and
fertilizers to farmers;
c. The FIRST PARTY will provide membership orientation to selected farmers;
d. The FIRST PARTY in time will buy the corn produced by the selected farmers;
e. The FIRST PARTY shall allow the SECOND PARTY to handle, collect and
transport materials and equipment associated with the Palawan Organized
Farming System;
f. Responsible to ensure that the SECOND PARTY has a safety plan in place at
site;
g. Assure adequate funding for the service to be paid in a timely manner; and
 h. Provide complete and adequate relevant data as may become necessary for its
organized farming system;

B. The SECOND PARTY in cooperation with the Municipal Agriculture Office (MAO) of Narra
Palawan shall undertake the following:
a. The SECOND PARTY shall undertake to identify potential farms and farmers;
b. THE SECOND PARTY shall provide rental machineries and equipment for land
preparation up to harvesting (e.g. tractors, planters, harvester, sheller machines
and dryer;
c. The SECOND PARTY shall provide trainings and seminars for the farmers
related to this Organized Farming System;
d. The SECOND PARTY shall take all the necessary measures to prevent
accident or any kind of risk and damage to both life and property during its
handling and transport;
e. The SECOND PARTY shall observe all other safety rules in the performance of
the services;
f. The SECOND PARTY shall comply with all the requirements under R.A. 10068
or the Organic Agriculture Act of 2010 and its implementing rules and
regulations;
g. Implement a plan in which to carry out the proper garbage collection and
disposal;
h. Employ workers/labor thru developing a step-by-step timeline that the project
will follow from start to finish;
i. Responsible for obtaining standard materials for the project with various forms
of correspondence with necessary material supplies;
j. Acquire all necessary licenses and permits or documents from relevant entities
so that the service can begin;
k. Research regarding relevant regulations and laws akin to Organized Farming
System; and
l. Provide the equipment needed for the Palawan Organized Farming System.
III. WARRANTIES AND UNDERTAKINGS
a. The SECOND PARTY warrants, represents and undertakes on an ongoing basis that:
a.1 the services and related services mentioned will be free from defect, free from any
third party rights and interests (including liens, charges and options) and that the use or
possession by the FIRST PARTY of any service will not subject to any claim for Property Rights of
any Third Party.
Except as expressly stated in this Agreement, all warranties and conditions, whether
express or implied by statute, common law or otherwise are hereby excluded to the extent
permitted by law.
IV. SUBCONTRACTING AND THIRD PARTY CONTRACTS
a. The SECOND PARTY may, with prior written notice to FIRST PARTY, employ
subcontractors (farmers) for the execution of any portion of its obligations under this
Agreement, but such subcontracting shall not relieve the SECOND PARTY of its
obligations under this Agreement and the SECOND PARTY shall remain liable for any
acts or omissions of such subcontractors (farmers). The SECOND PARTY shall further
ensure that all sub-contractors perform in terms of all applicable provisions of this
Agreement;
b. FIRST PARTY shall have the right during the continued duration of this Agreement to
direct the SECOND PARTY to replace such sub-contractor upon 15 (fifteen) days written
notice if the sub-contractor’s performance is materially deficient, or good faith doubts
exist concerning the sub-contractor’s ability to render future performance because of
inter alia changes in the ownership, management, or the financial condition of the sub-
contractor;
c. Each subcontractor(farmers) shall, prior to its appointment as subcontractor under this
Agreement, sign irrevocable, unconditional and written confidentiality and non-disclosure
undertakings in favor of FIRST PARTY on terms and conditions acceptable to the FIRST
PARTY;
d. All agreements of whatever nature concluded or to be concluded between the SECOND
PARTY and a Third Party in relation to the services of garbage collection and similar
activities shall include a provision that the SECOND PARTY shall be entitled to freely
cede, assign and delegate its rights and obligations under such agreement to FIRST
PARTY; save that should the SECOND PARTY be advised by a Third Party with whom it
is contracting that any agreement cannot be assigned to FIRST PARTY, alternatively,
such contract can be assigned but at a cost to FIRST PARTY, the SECOND PARTY
shall immediately notify the FIRST PARTY of such fact as well as any cost implications
as a result of such inability (or ability to assign, as the case may be) to assign and the
SECOND PARTY shall not enter into such agreement without the prior written consent of
the FIRST PARTY.

V. NOTICES
a. Any notice or other document to be served under this Agreement to a Party may be served at its
business address at Sorosoro Ibaba Batangas City or at Narra Palawan;
b. Either Party shall be entitled from time to time, by written notice to the other, to vary its domicile
address to any other address within Batangas Province or Palawan, which is not a post office box;
c. All notices given in terms of this Agreement shall be in writing and any notice given by one Party to
the other (the addressee) which:
c.1 is delivered by hand during the normal business hours at the addressee’s domicile shall
be deemed to have been received by the addressee at the time of delivery;
c.2 is sent by fax to the addressee’s fax number shall be deemed to have been received by
the addressee on the 1st (first) business day after the date of transmission thereof; and
d. Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or
communication actually received by one of the Parties from the other including by way of facsimile
transmission shall be adequate written notice or communication to such Party.

VI. FORCE MAJEURE

 a. Delay or failure to comply with or breach of any of the terms and conditions of this Agreement
if occasioned by or resulting from an act of God or public enemy, fire, explosion, earthquake,
perils of the sea, flood, war declared or undeclared, civil war, revolution, civil commotion or
other civil strife, riot, strikes, blockade, embargo, sanctions, epidemics, act of any
Government or other Authority, compliance with Government orders, demands or regulations,
or any circumstances of like or different nature beyond the reasonable control of the Party so
failing, will not be deemed to be a breach of this Agreement nor will it subject either Party to
any liability to the other;
b. Should either Party be prevented from carrying out its contractual obligations as a result of a
force majeure event lasting continuously for a period of 30 (thirty) days, either Party shall be
entitled, after due consultation with the other Party in an effort to come to a mutually
acceptable arrangement, to terminate the Agreement on written notice to the other Party,
without liability.

VII. INSURANCE
a. The SECOND PARTY shall, for the continued duration of this Agreement, have and maintain
sufficient insurance to cover its obligations and liabilities under this Agreement. The SECOND
PARTY shall provide FIRST PARTY with a certificate of existence of such insurance.
b. The terms of any insurance or the amount of cover shall not relieve the Supplier or third party
of any liabilities under this Agreement.
c. If the SECOND PARTY or its Personnel are involved in any occurrence which to their
knowledge may give rise to a claim under any insurance policy effected by the FIRST PARTY,
the SECOND PARTY shall without delay:
c.1 notify the FIRST PARTY of the circumstances giving rise to such occurrence, the
nature of the occurrence and the estimate of any loss or damage which may be suffered
as a result of such occurrence; and
c.2 provide FIRST PARTY and its insurance brokers with any assistance reasonably
required in order to ensure that FIRST PARTY is able to successfully prosecute such
insurance claim.

VIII. TERMINATION
a. Should either Party breach or otherwise be in default of any of its obligations under or in terms
of this Agreement and remain in default or fail to remedy such breach, if such breach is indeed
capable of remedy, within 30 (thirty) business days of receipt of written notice calling upon it to
do so, the other Party will be entitled, but not obliged, in addition to any other rights which it
may have or remedies which may be available to it:
a.1. to cancel this Agreement, with or without claiming damages, provided that such
breach constitutes a material breach; or
a.2. to obtain an order against such defaulting Party for specific performance, with or
without claiming damages.
b. In the event that either Party commits an act of insolvency or is placed under a provisional or
final winding-up or judicial management order or if either Party makes an assignment for the
benefit of creditors, or fails to satisfy or take steps to have set aside any judgment taken
against it within 15 (fifteen) business days after such judgment has come to its notice, then the
other Party will be entitled to terminate the Agreement on written notice.

IX. AMENDMENTS
a. No modifications of this Memorandum of Agreement (MOA) or any part thereof shall be
made except upon execution of a written instrument duly signed by both parties; and
b. Should circumstances necessitate the revision of the agreements embodied in this MOA,
the concerned parties shall, prior to such revision, coordinate in the process of revision
and grant a reasonable grace period of implementation of such revision.

X. SEVERABILITY
If any term, condition, provision or performance, or any part of a term,
condition, provision or performance of this Agreement is determined to be invalid,
illegal, unlawful or unenforceable to any extent, that term, condition, provision or
performance or the relevant part thereof shall be severed from the remaining terms,
conditions, provisions and performance of this Agreement, or amended to make it
valid, legal, lawful and enforceable, in such a manner as to leave the amended
Agreement substantially the same in essence, and this Agreement so amended shall
remain in force and effect.
XI. EFFECTIVITY
 This Memorandum of Agreement shall take effect upon signing by the Parties to the
Agreement. This Agreement will be valid for __________ (___) year covering from
________________ to __________________ subject to renewal upon mutual
consent of both parties herein.

IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures this ____ day of
______________, 2017 in __________________ Philippines.

SOROSORO IBABA MUINICIPALITY OF NARRA PALAWAN

DEVELOPMENT COOPERATIVE (SIDC)
By: By:

_______________________ _______________________
HON. RICO B. GERON HON.________________________
First Party Second Party

SIGNED IN THE PRESENCE OF:

____________________________ ___________________________
MR. ANTONIO A. GAMMAD MR. ELGIE GUIUO

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

____________________________) S.S.

BEFORE ME, this _______ day of ________ 20____ in the __________________, Philippines personally
appeared the following:

Name CTC Number Date and Place Issued

1. HON. RICO B. GERON 30627998        January 11, 2017 / Batangas City
2. _____________________ _________ ___________________________

Know to me to be the same persons who executed the foregoing instrument, and they acknowledged to me the
same is their free act and deed.
This Memorandum of Agreement consisting of _______ ( ) pages, including this page on which this
acknowledgement is written, has been signed in the left margin of each and every page thereof by the herein
parties and their witnesses, and sealed with my notarial seal.
IN WITNESS WHEREOF, I have hereto set my hand on the day, year and place above the written.

NOTARY PUBLIC

Doc No. _________;

Page No. ________;
Book No. ________;
Series of 20_______.