,'

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT entered into by and between:

MARCELINO D. MANZANO, of legal age, widower, Filipino and a resident of

of Koronadal, South Cotabato, hereinafter referred to as ttre
Barangay Paraiso, City
*OWNER''

-and-

)' CryAf PLAIN MULTI-F'RUITS INC., a corporation duly organized and existing
under the laws of the Republic of the Philippines, with principal office at Bang4 South
Cotabato, herein represented by its President, Atty Rernegio L. Armada, hereinafter
referred to as the .6MANAGERT,

WI'fNESSETH: That-

WHEREAS, the OWNER is the regrstered owner/legal possessor, qplicant of a certain parcel of
land known as Lot No. 2l-8, being a portion of lot No. 21, situated at Barangay paraiso,
Municipality
of Koronadal, Province of South Cotabato, containing an area of Forty Xin-e tnousand NinetyTwo
(49,W2) Square Meters, covered by Transfer Certificate of Titte Xo. f-ZzZq, registered
*itn tn"
Regtstry of Deeds of South Cotabato, which parcel of land is more particularly described
and bounded as
follows:

"Bounded on the NE., and sE., along lines 3-4-5-6-7-by Libas creek; on
the sw., along line 7-8-9-l by Lot 2l-A of the subdivision plan; on the
NW., along line 1-2 by Lot 2r-D; along line 2-3 by Lot 2r-8, aflof the
subdivision plan."

:T:^:^li*I"-j*"*1-t*1o' yflyflo_of Rights dated r4ay o5.2o1o

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:PageNo.
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2 W *r'" *E"iffi
;BookNo. r ;Seriesofglg. ffi . notaized
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\- WHEREAS' the owNER warrants that ttre subject land
is zuitable for the commercial, industrial
-t{ .S\ or agricultural production of staple food crops, rice,
and other related agro-industrial products;
coir, coffee, bananas, high valued vegetablevfruits

WHEREAS' the olvNER is willing and agreeable

\" Adminisfiator of the land to develop, cultivie,
to qpoint the MANAGER as Mmager md
commercial' industrial or agricultural development
*it*", ,n-i"ister and generally manage the land as a
N pto:"t, tno." p,alcur{v
rd\ ofbananas' asparagus: anystaple food crops,
related agro-industrial pioducis; provided
rice, corn",orrr", high valued1o,
tne praoting and growing
vegetablevfruits and other
mat ae owGi shall not thereby be
complying all pertinent laws, decrees and rules eriempted fro.m
\\ -o t"guratioo i.sued pursuant td;" and the obligation,
to till the land personally; with a management
group or with the aid oi u ,r.r,oi"al
t f#: manage,ment

is willins to acc€pt such appointment subjec

*rdid"ffi:.f##;ff"GER ro the rerms and
F
g NoW
THEREFORE, for and in consideration
covenants hereincontaind the owNER and th" MANiGER
Management Agreement under the fo[owing
of the foregoing premisesn and of the mutual
hereby enter into this Land use
specific tenns and conditions:

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 ARTICLE 1

TERM OF'THE LAND USE MANAGEMENT AGR"EEMENT

Section 1.1 - Period of Contract - the period of this Land Use Manage,rnent Agreement shall
corlmence or take effect on the day the MANAGER will actually enter and start development activities
on the subject land and shall be in force thereafter for a period of FIFTEEN (15) YEARS, renewable for
another ten-year (10) period at the option of the MANAGER on the terms and condition agreed upon by
both parties. Provided that upon signing of this Agreement, the OWhIER may not enter any contract with
third parties without written consent from the MANAGER

For purpose of implernenting this Agreement, the OWNER is given a paiod of not more than
four (a) months from the signing of this Agreernent within which to harvest all standing crops and other
planting made thereon by said OWI\ER. After the expiration of four (4) months, the OWNER
guarantees to make available and ready the subject land to the MANAGER for the pu:pose of the project.
Should standing crops and other plantings are harvested in less than four (4) months from signing of this
Agreernent, the OWI\ER shall irnmediately make available and ready the subject land to the
MANAGER for the purpose of this project.

-
Section 1.2 Renewal by OWI\IER or MANAGER ln case of renewal of another ten (10)
-
years and to ensure continuity of this Agreement, the guaranteed income and/or consideration thereof
shall be based on the last existing rate which rate however shall be retroactively adjusted only after the
new rate has been determined by both parties.

(l The OWNER and the MANAGER and their respective representatives, assigns and successors-
in-interest shall ensure at all the times that no delay or intemrption of farm operations, harvesting,
Y
packing, and all other related activities performed on the subject land by reason of tnit Agreement shali
r-l-\
ll I be incurred before, during and after the period ofrenegotiation of this Agieement.
1V
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t/ ARTICLE II
V GUARANTEED PROFTT

Section 2.1- OwNER's Guaranteed Profit- The MANAGER has manifested to OWIIER
its
willingness and ability to provide the necessary technological, financial, and managerial
assistance in
developing the land and planting and cultivatingtrops ttrere-on. Accordingly, MANAGf,R
covenants that
while this Land Use Agreementis in effect, it will temiianOor pay F
llgagement to the oWNER a
guaranteed profit for
fit* (15) yeas payable within 15 working days at the siart of each contracted '{\
year in an amount equivalent to the following:

TABLE OF ANNUAL GUARANTEED PROFIT

Period of Contract Income (per ha. per year)

1" - Five (5) years (ZgOg-2O14) Php 12,000.00

]_ - Five (5) years (ZO1\_2O19) Php 14,000.00
3- - Five (5) years (aOZO-ZOZ4) Php 16,000.00
The above aqla guaranteed profit shall be based on the actual plantable
area covered by the
oWNER's Title/Tax
leolaration/Application/Certificate of Land Transfer (ClT/Cerrificate of Land
olnerlhip Award (CLOA), as the case may be, to be verified through relocation and other surveys
to be
made by a duly licen^se-d geodetic engineer appointed by the uaNacnn,
In this connectiln, any
advance/remittance of. ttre guaranteed profit made by the MANAGER
to the OWNER upon the
execution of this Agreement based on the areas indicated on the
OWNER,s Title/Tax
Declaration/Application/ClT/CloA shall be adjusted accordingly to confonn
with the results of the
surveys showing the.3ctual area planted/arabl" latrd in the owNER's title/claim/tax
declaration/application/clT/cloA- In case of overpayment "o.,rer"d
by reason of such adjustnents due to the
2

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 survey results, the same shall be deducted from or added to the subseluent payment/remittance of the
annual guaranteed income due the OWNE& as the case may be.

The foregoing nmount shall be the sole consideration for the undertakings and warranties of the
OWNER under this Land Use Manage,ment Agreeme,lrt.

Section 2.2 - Payment of the Guarantecd Profit - Guaranteed profits for the first Five (5)
years shall be paid in advance within fifteen (15) days from the signing of this Agreement and after
verification of the title and warranties of the OWI\ER. ln the event that the title of the OWNER is
defective, the guarmteed profit shall be withheld until defect is cured by the OWNER or by the
MANAGER for the account of the OWI{ER. In case of defective title, the MANAGER may opt to
terminate this agreernent. In which event all payments made to the OWII{E& including the signing
bonus, shall be returned to the MANAGER

Section 2.3 - A one-time signrng bonus in the amount of Two Thousand Pesos (Php 2rffi0.00)
per hectare shall be paid to the OWI\iER upon sigping of this Agreement.

-
Section 2.4 Payment of the Advances and Senices As payment of the OWNER for all
-
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advances that the MANAGER shall have made each year and as payment for the technological,
managerial and other services to be rendered by the MANAGER to the OWNER, MANAGER shall
retain all income from the land lsmaining after payment under section 2.I, 2.2, and 2.3 shall have been
made.
''('
ARTICLE III

I AUTHORITY OF THE MANAGER

tr
V a)
Section 3.1 - Grant of Authority - To give effect to the purpose of this Agreement, the
OWIIER herby authorizes and empowers the MANAGER to do and perform the following:

To act as his/her exclusive agent, manager, administrator, representative and developer to

clear, develop, cultivatq plant, hmves! process, distributg maket, inanage, and administer
all commercial, industrial or agricultural projects and other related or allied agro-industrial
\- projects on the land as MANAGER may determine;

#. b) To have the land surveyed, plotted" delineated, structued and divide into as many tillable
areas, fields or plots as may be demanded by scientific and lage-scale commercial, industrial

IN
or agriculnral practices and techniques, or as may be required by land development,
Y irrigation" land preparation and conservation" planting, plant protection, harvesting methods,
in consonance with the objectives of the government to develop the agriculture sector through
large-scale commercial, indusfrial, or agricultural operations by corporations and ln
compliance with the enunciated government potcy of securing self-sufficiency in food
for the countrv:

c) To enter the land and perform such acts as may be necessary for the development, clearing,
cultivation, planting, harvesting, processing, distribution, and marketing of rice, corn, coffe-,
asparagus, bananas, high value vegetables/fruits or any other agricultural products, agri-
f--
business and other related agro-industrial products as MANAGER may dAermine;

\\ d) To negotiate, sigtt, execute and enter into such contracts with respect to marketing, financing,
technical assistance, security and other similar arangements in connection with the planting,
processing, or marketing of the products, fruits, and produce of the Land as MANAGER may
deem proper;

e) To construct or cause to be constructed adequate road networlq inigation and drainage

\ facilities for whenever necessary; ?
s
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0 To enter the Land and undertake or introduce thereon such improvements or construction that
the MANAGER may deem reasonable, advantageous or necessary for commercial, industrial 6
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 or agricultural cultivation and productior! or related agro-industrial projects or industrial
thereon. For this purpose, the MANAGER is hereby authorized to make clearing on tle
Land, level the Land, lay anetwork of pipes, drainage systef,ns, irrigation canals, railways,^
airstrips, roads, and other related improvements on the Land as may be necessary and proper
for the development, operation and management of ttre project;

g) To enter into such as the MANAGER may deern necessary or advisable for the employment
of office, farm, and such other personnel needed in the management, operation,
administration and development of the Land, including such contract for the purchase, lease,
disposal, conveyance or transfer of equipment, materials, fuel, oil, fertilizer, chemicals, and
other supplies and accessories used in development and operation;

h) To advance the development and operational expense for the projects and, to achieve this
purpose, to negotiate, make sign, execute and enter into such financing agreements as the
MANAGER shall think fit or advisable; and for the purpose of securing the payment of any
indebtedness or obligation so incurred or obtaine{ to mortgage the crops planted and/or the
improvements introduced on the Land by the MANAGER;

i) To negotiate, make, sign, execute amd enter into such conhacts as the MANAGER shall think
fit or advisable for the adequate irrigation/drainage of the Land for the cultivation of crops
thereon, and for the control ofpests and other plant disease;

j) To negotiate, make, sign, executg and enter into such contracts of purchase and sale, as the
MANAGER shall think fir or advisable over the fruits and products of the Land, of whatever
kind and nature, and to receive the proceeds thereof;
k) To ask, demand, sue for recovery and receive all sums of money, debts, dues, goods arrd
things of whatever natwe or description which shall be or become due, owing or payable to
the MANAGER as Manager and Administrator of the Land or the OWNER, arising from or
involving ffansactions affecting the managerne,nt and adminisfration of the Land;

l) To adjust and compromise any and all claims which may be disputed and to make
compensation and adjustnent of any and all and debt in futl, for such terms as said
MANAGER may deem reasonable, advantageous or necessary for the accomplishment of the
<-\ Project;
\-t-

-..'A m) To deposil mon€y md withdraw the same by checlq receip! draft or otherwise in any banh to
\\ sign, e'ndorse, draw, accept, make, execute deliver and pay checks, drafts and bill of
\" exchange, promissory notes, letters of credit and all other writings, contracts and agreements;
I
\
\ o) To enter into contracts, such as but not limited to ,.production and purchase Agreements,',
\ "Technical Services Agreements", "Real Property Improvement Contacts", "Production
t \ Loan Agreernents", and "Memorandun of Agreements" with third parties in connection with
implementation of the tenns of this Agreement;
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o) ln general, to do all other acts, deeds, matt€rs,
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and things whatsoever
profitable management and administation of the Land;
for the proper and
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N\
\ ARTICLE Iv
$\
N
\ UNDERTAKING OF'TIIE MANAGER
\
N N Section 4.1 - Obligation of Manager - For and in consideration of the grant of the foregoing
\\ power and authority, the MANAGER undertakes to perform the following;
\\
v o Provide adequate financing for land developmeng production inputs and for continuing
cultivation of the project;

\ o Provide the necessary man€ement skills, technical and scientific know-how and development
'=5\=- plans for the project;

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 Afford priority of employment in the project to the OWI\ER or any irnmediate member of his
family who, in the judgment of the MANAGE& is qualified for the services required by the^
development program of the MANAGER ln case of employmrent of the OWNER by the
MANAGER, the OWhIER becomes the employee of the MANAGER . In which case, the
OWI\ER shall be bound by the rules, regulationg personnel or company policies including
cultural practices regularly and usually imposed by the MANAGER to itJ employees.

ARTICLE V

UI{DERTAKING OT' THE OWI{ER

Section 5.1 - Tum Over of Land - Upon the execution of this Agreeme,nt, the OWNER shall
keep the land ready and immediately available for turnover to the MANAGER for development and
managernent in the OWI\IER's name;

Section 5-2 - Right of Entqy - The OWI{ER hereby guarantees and warrants to the
MANAGE& its assigns and/or successors-in-interes! and/or r€presentatives and employees, the right to
enter and remain on the Land during the period of this agreement and any extensions or renewal thereof.
The OWNER further warrants to refrain from doing any act which may be inimical or prejudicial to ttre
interest or operations of the MANAGER on the land and from constructing and/or planting thereon
without the previous knowledge and written consent of the MANAGER.

n
Section 5-3 - Right of Way and other Easement - The OWNER hereby warrants and/or grants
J the necessary rights of way and other forms of easeinent especially water rigfutg free of cost io the
MANAGER for the purpose of usi.g existing or constructing additional roads, inigation and drainage,
ditches, telephone and power lines and other installationVimprbvementq as may be ditermined o"""rriry
tl't
/\l or proper for the pupose of the project by the MANAGER.

-
Section 5.4 Alienation or Encumbrance of Land The OWIIER shall not sell, transfer,
-
U alienate, dispose of or encumber the Land or any portion or his rightg titlg or interest therein without the
prior written conseNrt of the MANAGER and without disclosing to the purchaser, transferee or assignee
the existence and contents of this Land Use Management Agreement. In the event the OWI\ER deJides
to sell, transfer, alienate, dispose of or otherwise encumber the Land or any portion thereof, OWNER
shall make an esse,lrtial condition of such transfer, alienation or other aisiosltioa that the purchaser,
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ffansferee or assignee respects the tenns and conditions of the Agree,ment.

In case the Land has been encumbered or mortgaged before the execution of this Agree,ment, the
MANAGER is hereby granted the right either to puy off tfr" *ortgug" indebtedness of the OWNER and
to secure a release of the said mortgage or encumbrance, or assume payment of such indebtedness,
\ including lawful interest thereon. Any such paymsrts made by tne MAXACER shall be deducted from
the remittance to be made by the MANAGER to OWNER in accordance with Section 2.1 hereof
t\ Similarly, the parties he,reto have agreed to have this Land Use Management Agreement registered with
the Registry of Deeds of South Cotabato.

Section 5.5 - OWNER's Contribution - the OWI$ER shall not be required to contribute firnds
or any other assets to the projec! other than to make available the Land for deveiopment and management
by the MANAGER. Thus, the OIYI{ER shall not be exposed to any monetary risk directly coirected
with or arising from the implementation of this Agreement.

All ordinary taxes, fees, assessmeNrt and other chages of whatever nature and description
presently assessed against the Land by reason of the owne.ship thereot such as but not limited
to, Real
Property Taxes and other similar nature shall be for the account of land payable by the OWNER
Any
increase on such tanes, fees, and such special assessments which may be *.rrr"d by reason
of the 5
improvernent and other appurtenances introduced on the Land by the MANAGER
s
In the event the OWNER fails to pay the ordinary taxes, fees, assessments and charges against
the Land, the MANAGER is hereby authorized and may pay the same for the account of the OlVNEn. e,
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 Any such payments advanced or made by the MANAGER on this account shall be deducted from
OWNER's guaranteed income as provided in Article II.

Section 5.6- Rentals of Unproductive Areas - In case of unproductive or idle portion of the
area owned by the OWNER which is not included in the project as detlrmined under Article II Section
2.1, the OwI\tER shall allow the MANAGER to determine/disignate the area for the following purpose:
Packing Plant, Mixing areas, inigation pump houses and other purpose, at the agreed rentals
as follows:

Period Rentals per hectare per year

1".5 years (2OO9-ZO1+)

2no 5 years (2O15-2q9)
3'd 5 years (2O2O-2O24)
4* 5 years Go25-26291
se s vears ,GO5O-2O14)
6ft s vears QO15-2O19)
The above-mentioned rentaVlease of the unused portion of the mea shall be subject to
a separate
terms and conditions applylng proportionally the renta6 rates provided hereof to the
actual area to be
utilized for the above purpose.

ARTICLE VI

ASSIGI\MENT OF RIGHTS

Section 6-1 -Authority to Assign The OWI\ER hereby authorizes the MANAGER
convey or transfer il
- to assign"
any of the rights the MANAGER may have acquired by reason of tlis
-Pd
Agreement including all other rights and interest in and under this Land use
tvtanagement Agreement,
without need of fiuther notice to or consent of OWNER
Section 6'2 - Persons Bound - This Agreernent shall be binding on the surviving
spouse and the
heirs, legatees, receivers, adminisfiators of successors-in-interest of owNER

Section 6'3 - The *OWNER" and

"MANAGER" - Whenever in this confract reference is made
to '(OWNER" or "MANAGER', such reference shall be deemed to include
their successors and assigns.

ARTICLE VII

TERMINATION AND REVOCATION

Section 7.1 - Causes of Suspension of Obligation The rights and obligations

-
and MANAGER arising out of this Agreement strall be strictly perforrned
of the OWNER
by both contracting parties,
except in the event of non-perforrnance due to fortuitous events, force
majeure, charge o circumstances as
would manifestly make compliance with the terms thereof very difficuli or imposJble,
or act of GOD,
such as extraordinary floods, extraordinary typhoon, dr*ght, earthquakei
.pestilencg tornadoes,
blowdowns' whirlwinds, fire, war, revolt, revoiution, civil disorder, ri6ts,
preventing planting, harvesting, gathering, delivery, shipment, -.rtloy, invasions, strikes
transporting and unloading of agriculture
products, whether in the
.county of origln or dlstination, and strikes affecting transportahon. Any
fortuitous event, force majeurg or act of-GOD, or such other change of circumstances specified in this \c
Section as would -Ttftdvgute compliance with the terms trrereor very
difficult or impossible, shall \
automatrcally suspend the effects of this Ag:eemen! in particular, the
MANAGER's obligation to make -s
:
the annual remittance specified in Article II hereof *a a" running of
the period of this Agreement.
upon cessation of said causes, the rights and obligation of the MANAGER and
owNER shall resume €
and the sarne shall be strictly complied with by boti pafiies. In the
event that any of the grounds provided
herein or continue to exist for at least Two (i) yr*i, the MANAGER
may, at is opimorg terminate this
6
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Agreement without need of court action by giving the OWITIER written notice of such termination at
least ninety (90) days prior to the effective date of such cancellation.

Smtion 7.2 - Causes of Termination - ln the event agricultural, marketing and other economic
conditions make further development and cultivation of the Land unprofitable or economically unviable
in the judgment of the MANAGE& the MANAGER has the right to temrinat.e this Agreement even
before the expiration of the Fifteen-year period without need of court action" by serving a written notice
of such termination to the OWNER of at least ninety (90) days prior to the effective date of cancellation
of this Agreement. In such case, the MANAGER shall no longer be obliged to remit or pay the
guaranteed income of the subseque,lrt and/or remaining years provide in this Agreement.

Section 7.3 - Irrevocability of Agreement - the OWI\ER shall have no right to revoke or
terminate this Agreement without the MANAGER's written consent, the Land being coupled with
interest.

Section 7.4 - Improvements - Upon the expiration or termination of this Agreement on its full
terrn" all improvements including all structures and the standing crops/plants of any titrC aA nature may
be removed by the MANAGER within six (6) months after the-expiration of the Agreement. The
MANAGER has the option to leave any or all improveme,lrts to the OWNER without compensation.

Where the Agreement is te,lrninated due to thefauh of the OWl\[ER, then the MANAGER shalt
have the option either to remove all improvements introduced thereon or require the OWNER to pay the
MANAGER just compensation for said improvements, equivalent to the fair market value thereoiat the
time of temination of this Agreement. The fair market value of the improvements mentioned in the
second paragraph hereof shall be determined by a licensed appraiser appointed by the MANAGER. In
th9 event of any dispute as to the fair market value of the improvements, the *attet shall be settled by
arbitration in accordance with Section 8.1.

ARTICLE VIII

DISPUTES

-
Section 8.1 Venue In case of any clair4 controversy or dispute cannot be resolved by
-
arbitration, the venue of any action shall be in the appropriate court or courts of South Cotabato.

Section 8-2 - Separability Clause - In c:lse any provision of this Agreement is determined to be
invatid or contrary to law, deqee or gov€rnmelrt regulatio4 the other proii.ioor shall not be affected
thereby and shall remain in force and effect.

ARTICLE D(

WAIVER

Section 9.1 - Waiver - It is understood and expressly agreed by the parties that the obligation
creatgd under this Agreerne,nt shall not enjoy any priority, prefere,nce or special prirrit"g"
whatsoevei over
any indebtedness or obligation of the MANAGER. Accordingly, ttri OWrvnn hereby waives
and
renounce absolutely and unconditionally whatever priorities or p.efeierrce it may
have undei Arti cle 2244,
paragraph 14 of the Civil Code ofthe philippines.

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 IN WITNESS WHEREOF, the parties frave hereunto set their hands this day of
IDEC 2 ? ftie httreMunicipalityof
*1,_'s r_ .ri_*] j:rtlir1.5Jg , Philippines.

GREAT PLAIN MULTI.FRUITS, NC.,

herein

INO ARMADA
Owner
ud $r Res. Cert. No. ?J
Issued on q ItD Issued on Janndru 00,1ptL
at t fnolon, TbTorffi--El-

ACKNOWLEDGEMENT
REPT'BLIC OF THE PHILIPPINES)
PROVINCE OF SOUTH COTABATO )S.S
:;"., :,.1','' f . "'::t n'',
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BEFORE ME, t6is a1 :r .*._ philippines,
personally appeared the parties with tfreir Res. Cerr No d ,id;;;;
known to me to be the same persons who executed the foregoing instrument together witfr tneir
instrumental witnesses and they acknowledged to me that the same is their own free and voluntarily act
and deed.

This certifies further that this instnrment consist of Eight (8) pages including this page md duly
signed by the parties and their witnesses.

WITNESS MY HAND AND NOTARIAL SEAL

TONIO O. BENDITA
Doc. No. {(D ;
Notary Public
Page No.
{o ;

.N Book No. !
Series of 24ll
;
.
Until December 31 ,2013
PTR No. 0097081-1 16.2012
Koronadal City, South Cotabato
IBP OR No. 870340-1.16.2012
SOCGEN Chapter
TIN No. 186-395-041

$
p
ROLL No. 37531

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