ASAT CAMPUS TENANT CONTRACT SEP 13 20189,5 THIS AGREEMENT is made and entered into this ___ day of by and between: MANILA CENTRAL UNIVERSITY, a duly recognized higher education institution by the Commission on Higher Education, with principal office address at MCU EDSA, Caloocan City, represented herein by its President, MRS. LUNINGNING T. ESTANISLAO, herein referred to as “UNIVERSITY”; sand - GOURMET MANILA, a sole proprietorship duly registered and existing in accordance with the laws of the Republic of the Philippines with principal address at No. 9-A M. Cuenco corner Baco Streets, Sta ‘Teresita, Quezon City, represented herein by MRS. JULIETA LANTING BABARAN, hereinafter referred to as the "TENANT". WITNESSETH: WHEREAS, the UNIVERSITY has decided to lease a 5.37 x 9 meters (48.33 square meters) portion located near the Medicine Building and Hospital Consultants’ Parking Area to the TENANT and allow the TENANT to operate a canteen for use in the sale of food and beverages and that the TENANT represents that it is qualified and has in its regular employ workers/employees to perform the required above services for the period to be agreed upon herein; WHEREAS, the UNIVERSITY finds the TENANT’s offer to be acceptable subject to the terms and conditions as are hereinafter provided; NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereby covenant and agree as follows: 1. TERM 1.1 The TENANT agrees to sell allowable food and beverages for the MCU- FDTMF HOSPITAL and MANILA CENTRAL UNIVERSITY at a portion located near the Medicine Building and Hospital Consultants’ Parkinj Area for two (2) years, or from 2019 to SEPTEMBER, 2021. This contract may be renewed, subject to the mutual agreement of both parties. | 1.2 It is hereby understood that there is no automatic renewal except upon written agreement of the PARTIES.gf 2. PAYMENTS 2.1 RENTAL FEE 24d 2.1.3 214 215 2.1.6 The TENANT shall pay the UNIVERSITY a monthly rental of TWELVE THOUSAND EIGHTY-TWO PESOS AND FIFTY CENTAVOS (P12,082.50), or at TWO HUNDRED FIFTY PESOS (PHP250.00) per square meter, as lease rental, regardless of sales made by the TENANT, All rental fees are exclusive of twelve percent (12%) Value Added Tax. Upon signing of the contract, the TENANT pays a TWO (2) months advance payment of P27,064.80 on rental inclusive of VAT. ‘The TENANT shall immediately furnish set of three (3) copies of the Certificate of Creditable Withholding Tax at Source (BIR Form 2307) for the five percent (5%) Expanded Withholding ‘Tax deducted against the billings of the UNIVERSITY. ‘The TENANT also pays a TWO (2) months Security Deposit of 24,165.00. The security deposit will cover any outstanding balance for utility charges, repair and/or damage, if any, in the area after the end of the contract. Any remaining Security Deposit is refundable within (15) fifteen days if not applied upon clearance from the UNIVERSITY. Upon the signing of this Contract, the TENANT shall submit twenty-two (22) post-dated checks of the contract covering the months of NOVEMBER 4, 2019 to AUGUE 4 2021. ‘The TENANT shall establish and maintain at its own expense a bookkeeping, accounting, record keeping and data processing system. The TENANT acknowledges that this Section shall not constitute UNIVERSITY'S agreement to accept such payments after they are due or a commitment by UNIVERSITY to extend credit to, or otherwise finance the TENANT's operation. Further, the ‘TENANT acknowledges that its failure to pay all amounts when due shall constitute grounds for termination of this Contract, as provided in Section 8 and 9 hereof, notwithstanding the provisions of this Section4 Vie. — ¥ UTILITY CHARGES ‘The area provided for the TENANT has its own electricity and water meter. It is understood that all charges for water, electricity and other services and utilities in the premises shall be for and the exclusive account of the TENANT, |. CONTACT PERSONS 41 42 The TENANT has appointed Mrs. Julieta Babaran as the key person assigned to ensure the performance of this contract. It is understood that the TENANT may not substitute the key person assigned to the performance of this contract without a written advice from the TENANT and approved by the UNIVERSITY. The UNIVERSITY has appointed Mrs. Luningning T. Estanislao, President as the key person to act for and in its behalf in matters relating to this contract. Any changes to the appointed key person shall be with prior written communication. . OBLIGATIONS OF THE TENANT 5a 5.2 5.3 54 5.5 The TENANT is responsible for the employment of its own personnel or staff. The TENANT shall submit the names and basic information of their personnel to the UNIVERSITY Department of Safety and Security. ‘The TENANT shall provide the following items for its personnel to wear at all times while on duty: 5.2.1 LD.Card; 5.2.2 Apron; 5.23 Hair net and/or Cap; 5.2.4 Uniform; and 5.2.5 Transparent Food Mask. ‘The TENANT shall immediately inform the UNIVERSITY prior to any change in its personnel assigned at their stall and shall submit the necessary information. All necessary requirements and documents must be complied with by the TENANT personnel's deployment. In the event that the TENANT fails to inform the UNIVERSITY, the latter has the right to refuse entry of said personnel from the UNIVERSITY premises. The TENANT agrees that the premises will not be used for any purpose other than for food services intended in this agreement and shall conduct its business in such a manner as not to cause damage to other property and person. The TENANT shall employ the services of uniformed cooks and attendants trained in the hygienic and sanitary preparation, cooking and serving of food and maintenance of food services and facilities, equipment, supplies and materials. The TENANT shall likewise employ or consult the services of trained and experienced dietician who shall see to it that the food they serve complies with health, sanitation and5.6 57 5.8 59. 5.10 5.a1 5.12 5.13 5.14 nutrition rules, regulations and requirement prescribed by the UNIVERSITY, The TENANT shall follow the strict control and food handling requirements/procedures, including but not limited to: 5.6.1 Wearing of proper uniform, 1D, apron and hair net (or cap) by food handlers at all times that they are serving in their outlet. 5.6.2 Providing clean wares, containers, and utensils to be used. The TENANT shall provide food/goods/services from Monday to Saturday at 7:00 am to 5:00pm, except in cases of typhoon, calamities or force majeure. It shall ensure the continuous delivery of quality food, services, cleanliness and value for money by providing in depth training and professional service, ‘The TENANT shall require its personnel involved in the preparation and serving of food to secure an individual Health or Medical Certificate from the Health Officer of its place of business. The TENANT shall ensure that all food are being handled properly. It shall instruct its personnel not to handle money or any other items while handling food items to avoid contamination. Under no circumstances shall the cashier handle or serve any food while performing such function. The TENANT shall comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including business license/permits, BIR, DTI, SEC, SSS, health, occupation and sanitation permits, and the like, and provide photocopies of proofs of compliance thereof. The TENANT shall maintain their area in good and tenantable condition and shall undertake the necessary repairs relating to operations required therein. Repairs to be undertaken by the TENANT within the premises such as leakage of drainage pipes, plumbing, clogs, electrical and water facilities and other repairs during the existence of this agreement, shall be at its own exclusive expense but must have prior clearance of the UNIVERSITY. It is understood that repairs on structure shall be the UNIVERSITY's expense. Waste management and disposal is the responsibility of the TENANT. The TENANT shall be responsible for segregating and disposing of their solid waste at UNIVERSITY garbage disposal site. ‘The TENANT is responsible for the cleanliness, sanitation and orderliness of their area and immediate surroundings. The TENANT shall at all times protect, indemnify, save, and keep harmless the UNIVERSITY, its officers, employees, agents and/or representatives from any damage, liability, or expense of any kind for any property damaged or any person injured by TENANT, its employees, agents and/or representatives in the performance of this contract and/or which are attributable to the gross negligence or5.16 5.18 5.21 intentionally tortuous acts of the TENANT, such as, but not limited to, food poisoning, its employees, agents and/or representatives arising from, or out of, or by reason of the TENANT’s occupancy and/or use of the premises or a part thereof. This indemnity continues in full force and effect subsequent to and notwithstanding the expiration or termination of this agreement. ‘The TENANT shall be responsible for the payment of any taxes on any money received by it for the sale of its products under this contract. The TENANT agrees to indemnify and defend, and hold harmless the UNIVERSITY, its officers, employees, agents, representatives, successors and assignees against and to reimburse any one or more of them for all taxes, claims, obligations and damages described in this section, and any and all claims and liabilities directly or indirectly arising out of their operations. This indemnity continues in full force and effect subsequent to and notwithstanding the expiration or termination of this agreement. Any illness or injury arising from the consumption of food offered for sale by the TENANT, or from any act done by its employees within the UNIVERSITY’s premises, shall be the sole liability of the TENANT. In no case shall the UNIVERSITY be held jointly and severally liable for case enumerated under this item. The TENANT shall assume full responsibility for the acts of its employees and must immediately act on formal/incident reports made against its erring employees. Escalating and unacted complaints against the TENANT and its employees, shall constitute a violation of this agreement, on which ground, the UNIVERSITY may terminate this agreement. Upon prior written approval of the UNIVERSITY, the TENANT may make the necessary installation required by its business, provided that the topography of the area is not thereby impaired or adversely affected. It is hereby understood that the TENANT shall however not effect or construct any major improvement in the area, and when effected without the prior written consent of the UNIVERSITY, said improvement/changes shall, without reimbursement, become the property of the UNIVERSITY, unless it shall order the TENANT to remove the same and to restore the premises to its original condition, all at the TENANT’s expense. ‘The TENANT shall appoint a manager who will report daily to oversee their operations. The staff of the TENANT must actively participate in the emergency preparedness and health related programs of the UNIVERSITY when required ‘The TENANT’ personnel shall abide by UNIVERSITY policies on proper attire, grooming and behavior. Though understood that the TENANT's personnel are not UNIVERSITY employees, the fact that they are inside the campus and doing transactions with UNIVERSITY stakeholders, the said TENANT personnel must act and represent themselves appropriately at all times.6. OBLIGATIONS OF THE UNIVERSITY «4 is 61 6.2 63 64 ‘The UNIVERSITY reserves the right to inspect the area and its facilities and surrounding premises. It shall also examine the food, eg. raw, processed, cooked, stored, preserved or served, the system of preparation and to order the disposal of spoiled food in violation of the contract. In view of this, the TENANT must submit to the UNIVERSITY, a copy of their supplies delivery schedule, maintenance record and process, procedure of cleaning, and waste disposal. The UNIVERSITY shall undertake to make a quarterly evaluation and random inspection of the kiosk’s operation, ‘The UNIVERSITY will, at its own expense, furnish security on a twenty- four (24) hour basis to police the premises, but the provision of security shall not be deemed to imply any liability on the part of the UNIVERSITY, its administrators, employees, agents and/or representatives. Neither will the UNIVERSITY be held accountable or liable for any loss and damage that may be suffered by the TENANT in the premises by reason of theft, robbery and/or other crime or fortuitous event. ‘The UNIVERSITY shall provide an area and receptacles for the TENANT within the campus premises to hold and contain waste matter, garbage and refuse. The TENANT shall shoulder the expenses and improvements of the leased premises. While the, UNIVERSITY shall shoulder expenses for the repairs and maintenance such as electrical and plumbing. However, upon expiration of the Contract, any and all improvements shall inure to the UNIVERSITY. TERMINATION OF AGREEMENT 7a 72 73 74 This Agreement shall automatically terminate upon the expiration of the period specified hereof, unless the same shall have been otherwise terminated earlier for breach of contract, or abandonment, or failure to pay the remuneration as stipulated, or such other grounds as may be provided herein. It is hereby understood that no notice shall be required for the automatic termination mentioned in the immediately preceding paragraph, In the event of any breach of this agreement by TENANT the UNIVERSITY shall have the right to terminate or cancel this agreement by giving TENANT a written notice at least thirty (30) days prior to the date of termination, The UNIVERSITY may terminate the contract if TENANT incurs two (2) months non-payment of utilities or incurs at least one (1) incident of bounced check. In any of the above given situation, TENANT shall pay any unpaid obligation and penalties and forfeits the two (2) months security deposit without prejudice to filing of legal action.78 7.6 ‘The UNIVERSITY may terminate this AGREEMENT in the event of any breach of the terms of this contract by the TENAN' 7.5.1 Notice to the other party is given at least thirty (30) days prior to the intended date of termination; and 7.5.2 All payments due and demandable for the remaining months shall have been paid and updated. However, this is without prejudice to any amicable settlement or agreement that the PARTIES may enter into. |. TERMINATION GUIDELINES 81 8.2 83 84 TENANT shall be obliged to settle any unpaid balance prior to the lapse of the thirty-day period, and upon settlement the UNIVERSITY shall return all unused checks. However, after the lapse of the thirty (30) day period and TENANT still failed to settle any remaining balance, it is hereby understood that the UNIVERSITY may make any legal actions to collect the same, without prejudice to any claims for damages. After the lapse of the thirty (30) day period or upon the automatic termination of this Contract, the said premises must be vacated peacefully by TENANT in the same tenantable condition as they were when received and for the UNIVERSITY to hold and enjoy henceforth. In case TENANT failed to vacate the premises upon termination of this Contract, it shall be lawful for the UNIVERSITY or any person duly authorized in its behalf, without any formal notice or demand, to enter into the said premises or any part thereof without prejudice on the part of the UNIVERSITY to exercise any rights from this agreement and those given by law to secure the premises. Should TENANT unlawfully continue its possession beyond the period stipulated in this agreement, or even after the lapse of thirty (30) days as stated, TENANT shall be liable to the UNIVERSITY for the amount of damages to be determined by the UNIVERSITY. 9. EVALUATION Evaluation by the students and employees of the services rendered shall be done on a regular basis. Results of the evaluation are considered in determining the renewal of the contract. 10.NON-WAIVER 10.1 The failure of the UNIVERSITY to insist upon a strict performance of any of the terms, conditions and covenants hereof shall not be deemed a relinquishment of waiver of any right or remedy that the UNIVERSITY may have, nor shall it be construed as a waiver of any subsequent breach or default, of the terms, conditions and covenants hereof, which terms, conditions and covenants shall continue to be in full force and effect.10.2 No waiver by the UNIVERSITY of any of its rights under this agreement shall be deemed to have been made unless expressed in writing and signed by the UNIVERSITY. 11. VENUE OF ACTION Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled only in the proper court of CALOOCAN CITY. 12. SEPARABILITY CLAUSE It is expressly provided that in case any of the herein provisions are subsequently declared invalid or unconstitutional, the same shall not invalidate or in any manner adversely affect the other terms and conditions set forth in this Campus Tenant Agreement. IN WITNESS WHEREOF, the PARTIES hereto have caused this instrument to be duly executed on this __ day of 2019. MANILA CENTRAL UNIVERSITY GOURMET MANILA. Atti wailee MRS. LUNINGNING T. ESTANISLAO ‘A LANTING BABARAN President Proprietress MRS. wie SIGNED IN THE PRESENCE OFACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES ) Mkaticiry 15s. WAKA CHT BEFORE ME, Notary Public for and in the City of on this ¢ fi 19, personally appeared: NAME IDENTIFICATION Mrs, Luningning T. Estanislao | CTC No. 07726198; 01/08/2019, Caloocan City Mrs. Julieta L. Babaran CTC No. 07940469 known to me and to me known to be the same persons who executed the foregoing instrument consisting of nine (9) pages including this page wherein this, acknowledgement is written, properly subscribed by them and their witnesses and they acknowledged to me that the same is their free, voluntary act and deed, and the free, voluntary act and deed of the persons represented, WITNESS MY HAND AND SEAL at the place and on the date first above written, NOTARY PUBLIC sb Doc. No. ae Page No. Book No. : ( Series of 2019 Appoiniment # M22 9 PTR No. 7332996-Jan 3, Roll No. 45799, IBP Life Rol! #04597 MCLE No, V.001969}'4 pri) GIF Fedman Suites, 1) Salcedo