MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT is entered into by and among:

PHILIPPINE NATIONAL POLICE, the armed national police force in the Philippines,
established under Republic Act No 6975 of the Republic of the Philippines, with
office address at Camp Crame in Quezon City, Metro Manila, Philippines,
represented by its PNP Chief, PGEN DEBOLD MENORIAS SINAS, hereinafter
referred to as the Chief, PNP; herein after referred to as the PNP;

-and-

SM CITY BACOOR, a private corporation duly registered and existing under the laws
of the republic of the Philippines, with office address at the 2/F SM City Bacoor Brgy
Habay II, Tirona Highway, corner Emilio Aguinaldo Highway, Bacoor City, Cavite,
represented herein by its General Manager, MR. ROBERT A GONZALES, herein after
referred to as SM BACOOR;

WITNESSETH:

WHEREAS, the Philippine National Police is committed to lessen the number of PNP
personnel owned vehicles that traverse on different major roads and thoroughfares in
Metro Manila.

WHEREAS, in line with this objective and as part of the corporate civic consciousness, SM
BACOOR offers to the PNP, the construction of a Park n Ride Facility at no expense to the
PNP provided that all specs and design shall be in conformity with general provisions of
public convenience and public safety based on existing building code provisions;

WHEREAS, the management of SM City Bacoor will allow PNP personnel heading to Camp
Crame to use the parking lots and leave their vehicles and transfer to a PNP owned bus for
the remainder of the journey. The vehicle is left in the parking lot during the day and
retrieved when the owner returns.

WHEREAS, the PNP accepts the good gesture and offer of SM BACOOR and agrees to
manage, supervise and regulate the day to day operations of the terminal to ensure public
convenience and safety.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties herein
do hereby accept and agree to undertake the following covenants:

I. Term of Agreement

this agreement and renewable upon mutually agreed.

II. Rights and Obligations of SM BACOOR:

 1. Shall construct within SM CITY BACOOR, facilities and structures of a terminal, at no
expense to the PNP, but not limited to the following:

a) Parking bays;
b) A waiting area;
c) Separate comfort rooms for male and female;
d) Baggage Counters;
e) Stalls for rent;
f) Drop-off Area; and
g) Appropriate information and directional signs.

The design will be finalized in cooperation with the City Architect and City
Engineering Offices in conformity with existing provisions of the Building code and
2. Shall be responsible for the building maintenance and repairs of the Park n Ride
structures and its facilities;

3. Shall have full control and sole authority for the leasing out of all commercial
spaces/kiosks within and surrounding the Park n Ride Facility;

4. Shall allow the PNP and its personnel to park their vehicle for FREE on Park n Ride
Facility;

5. Shall allow the PNP bus to Pick up and drop their Personnel on Park n Ride Facility
for FREE ;

6. Shall have the right to deny access to drivers who will be violating the Park n Ride
rules and regulations and those found discourteous and dishonest or have
committed acts inimical to the interest of SM BACOOR.

III. Rights and Obligations of THE PNP:

1. Shall be responsible to secure/obtain/pay all necessary government permit and

licenses, as well as taxes necessary for the operation and maintenance of the Park n
Ride, and shall comply with any and all the rules, laws statutes, ordinances and
administrative regulations applicable to transportation terminals;

2. Shall ensure that PNP Buses and Service Vehicles that will be deployed to the Park n
Ride shall have a valid, existing and updated vehicle registration documents, as well
as franchise from the Land Transportation Office and The Land Transportationand
Regulatory Board respectively. Each vehicle shall not be more than 4,500 kilograms
Gross Vehicle Weight (inclusive of passengers and cargo);

3. Shall manage and operate the Park n Ride and in consultation with SM BACOOR,
prepare a PNP Bus Service queuing procedure/plan to ensure an orderly and safe
procedure in the loading and unloading of passengers within the Park n Ride,
without prejudice to the coordination of the Facility Supervisor;

4. Shall assign traffic enforcers to the Park n Ride for the safety and security of
passengers as well as for the general peace and order within and surrounding the
Park n Ride premises;

5. Shall assign and deploy knowledgeable and trained dispatchers to the Park n Ride,
seven days a week to include Saturdays, Sundays and Holidays;

6. Shall maintain the Park n Ride and its facilities in a clean, orderly and safe condition
throughout the term of this Agreement. Specifically, it shall be in charge of:
 6.a Solid and liquid waste disposal;
6.b Janitorial Service;
6.c Security Service;

7. Shall pay the electrical, water and all other utility bills of the Park n Ride;

8. Shall implement the "No Illegal Vending Policy" within the vicinity of the Terminal;

9. Shall ensure that PNP Buses, Service Vehicles and Police Personal Vehicles who will
be using the Park n Ride are disciplined, honest and courteous and shall follow the
rules and regulations of the Park n Ride, including subsequent rules that maybe
imposed by SM BACOOR and the PNP;

10. Shall ensure that all PNP Buses, Service Vehicles and Police Personal Vehicles shall
gasses/fumes while in the Park n Ride and shall indicate clearly SM City Bacoor as
their pick-up point and destination in their route information;

11. Shall not sub-lease, cede or assign any part or portion of the Park n Ride, or enter
into a contract or agreement with any third party involving the Pick-up Terminal
without the explicit written approval and consent of SM BACOOR;

IV. Final Provisions

1. The PNP shall indemnify and hold SM BACOOR free and harmless from any and all
claims, liabilities, suits, actions and/or demand, from which may be brought by any
third person, including any claims or demand for loss or damage to property, or loss,
injury or death to any person which may happen or occur within the Park n Ride, as
well as non-observance by the PNP of any national or local rules, laws, statutes,
ordinances and administrative regulations in the operation of the Park n Ride;

2. Any amendment, alteration, or modification of this Memorandum of Agreement

shall not be valid and binding unless and until made in writing and agreed upon by
the PARTIES hereto;

3. Should any of the PARTIES fail to faithfully comply with any of its obligations as
provided herein, compliant party shall have the right to terminate/cancel this
Memorandum of Agreement to be effective sixty (60) days from receipt of notice of
erring party;

4. All questions, issues and disputes between and among PARTIES hereto shall be
discussed and settled amicably by the PARTIES among themselves under the spirit
of good faith and openness;

5. In the event of failure to resolve the aforementioned issues and disputes, the
PARTIES agree to limit the venue of their Court action within the territorial
jurisdiction of the City of Bacoor.

IN WITNESS WHEREOF, the parties, through their authorized representatives, have

hereunto affixed their signatures on this 15th day of December at Bacoor City, Philippines.
 PHILIPPINE NATIONAL POLICE SM CITY BACOOR

By: By:

PGEN DEBOLD MENORIAS SINAS ROBERT A GONZALES

Chief, PNP Business Unit General Manager

SIGNED IN THE PRESENCE OF:

PBGEN FELIPE R NATIVIDAD NATALIE MAGAYNO

Director PRO4A Operations Manager

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Bacoor City) S.S

BEFORE ME, a Notary Public for and in Bacoor City Cavite, this day of 15th of
December 2020

Name Competent Evidence of Identity Date/Place of issue

PGEN DEBOLD MENORIAS SINAS PNP ID November 2020/

Quezon City
ROBERT A GONZALES Company ID August 2020/
Bacoor City

known to me and to me known to be same persons who executed the foregoing instrument
and they acknowledged to me to be the same are their free and voluntary act and deed and
that of the parties they represent.

WITNESS MY HAND AND SEAL on the date and the place first above written.

Doc. No.
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Book No.
Series of 2020