SHUTTLE SERVICE CONTRACT

This Shuttle Service Contract made and entered into this May 1, 2014 by and between:

CNG FREE D’AIR TRANSPORT, INC., a corporation duly organized and existing under and
by virtue of the laws of the Philippines with principal address at Tagaytay Rd., Pulong, Sta.
Cruz, Sta. Rosa City, Laguna, Philippines represented herein by its PRESIDENT / CEO
LOUISE T. MATSUI herein referred to as CARRIER.

- And -

HONDA CARS PHILIPPINES INC. (HCPI) duly organized and existing under and by virtue
of the laws of the Philippines with principal office at 105 South Main Avenue, Laguna
Technopark, Sta. Rosa Laguna 4026 represented by its Division Head for Administration, MR.
NOEL M. BARACHINA, hereinafter referred to as CLIENT.

WITNESSETH

WHEREAS the CARRIER is engaged in the business of providing transportation services and
hereby warrants that its own and can provide sufficient number of Fully Air-conditioned
SHUTTLE SERVICES.

WHEREAS, the CARRIER has offered to provide shuttle services for the client employees to
and from its plant/office site located at Laguna Technopark, City of Sta. Rosa, Laguna and such
stations as the CLIENT shall designate without detours or and side trips unless otherwise
expressly instructed by the CLIENT authorized officials of the CARRIER.

NOW THEREFORE, for and in consideration of the foregoing premises, the CLIENT hereby
hires and contracts the CARRIER and the latter hereby accepts the same subject to the following
terms and conditions:

1. That the CARRIER shall provide the CLIENT with an initial number of Six (6) Buses
and Twelve (12) Vans for the purpose of transporting the latter’s associates from pick-up
point(s) as may be designated by CLIENT to CLIENT’S plant/office site and back for six
(6) days a week from Monday through Saturday, except when any such day is an official
holiday or is otherwise not a working day for the CLIENT.

2. That the CLIENT and the CARRIER shall agree on the pick-up time and routes to be
followed by each bus and vans wherein both parties shall indicate the pick-up and drop-
off points as indicated in Annex ‘A”. There shall be no deviation from the prescribed
routes unless such deviation made by the bus is due to “force majeure” and/or traffic
impediment, in which case, the duties and responsibilities to either party stipulated in this
Shuttle Service Contract shall be suspended if warranted with concurrence of both parties
involved. The term “force majeure” used herein shall mean acts of God, government
strikes or other industrial disturbances, wars, road construction or repairs, natural
calamities such as floods, typhoon, earthquakes and the like not within the control of
either party and which, even by exercise of diligence neither party is able to overcome.
The CARRIER therefore would promptly make a report in writing to the CLIENT.
However, to forestall or avoid being late or inability to serve trips, both parties must
make mutual arrangements before hand and exercise some degree of flexibility due to the
above-mentioned causes. Any expense incurred by the CARRIER as a result of the
deviation from any emergency of whatever nature or traffic impediment shall be borne
solely by the CARRIER.

3. If for causes attributable to the fault or negligence of the CARRIER, such as engine or
mechanical trouble of the assigned shuttle vehicles and the shuttle service is unable to
make on time to the designated pick up points, the following rules shall govern:

-1-
 a.) The CARRIER may send available shuttle service to replace the troubled
service. Should the associates nevertheless, come in late for their shift, the
effects thereof in the production of the CLIENT shall be accordingly deducted
from the fees payable for shuttle service rendered.
b.) The CLIENT or the associates concerned may hire a public utility vehicle to
transport them to work in which eventually the CARRIER shall reimburse the
cost incurred in hiring a replacement vehicle.

4. The CLIENT shall acknowledge trip tickets of shuttle service in the event that no
passengers/associates showed up at designated pick up points or when shuttle service
came late due to incidents beyond the control of the CARRIER (i.e. traffic caused by
road accidents, etc,) provide the shuttle service left at agreed departure time, provided
further that the said trips are requested by the CLIENT.

5. CARRIER shuttle services shall be at their respective pick-up points at least fifteen (15)
minutes before the scheduled time on incoming and at least thirty (30) minutes before the
scheduled time of outgoing.

Prior to the schedule departure time (incoming / outgoing), another fifteen (15) minutes
shall be given to the back-up unit to arrive at designated pick-up point/s in case of trouble
(assigned shuttle), otherwise the CLIENT reserves the right to engage the services of
other carrier and the expenses shall be charged to the CARRIER.

NOTE:

Cancelled trips not advised to the CARRIER by the CLIENT at least 1 hour shall entitle
the CARRIER to a fifty percent (50%) payment of said trip.

Cost of toll fees shall be borne solely by the CARRIER.

6. That in the event the CLIENT requires additional shuttle service, it will relay such
request to the CARRIER’s authorized representative with a six (6) hours prior notice. If
such request for additional shuttle units cannot be accommodated, CARRIER can and
shall engage on temporary basis subcontract unit until it can service the required
additional unit/s.

7. Both parties herein stipulate and agree that the CLIENT, as required by its operations
may from time to time change, terminate or add certain routes for the shuttle service
unit/s, and in such event, the parties hereto, after the negotiation, shall come to an
agreement as to the rate and/or routes thereof provided however that a thirty (30)-days
prior written notice shall be relayed by the CLIENT to the CARRIER before
implementation of such changes, termination or addition of certain route.

8. That the CARRIER shall obtain upon signing of this Shuttle Service Contract, the
necessary insurance such that the passengers/associates of the shuttle service units
assigned to the CLIENT who may sustain injury or suffer disability or death of
passengers/associates are insured for reasonable and fair cost of death limited in an
amount of not more than Two Hundred Thousand Pesos (Php200,000.00) per passenger,
Fifty Thousand Pesos (Php50,000.00) for Medical Reimbursement and Twenty
Thousand Pesos (Php20,000.00) for Burial Expense not to exceed the prescribed seating
capacity for each shuttle service units. The CARRIER shall provide the CLIENT a copy
of the covering insurance policy, which the CARRIER must maintain current and in force
at all times. It is further understood that the insurance coverage of CTPL for
passengers/associates is subject to the schedule or limitation prescribed by the insurer of
the CARRIER in the insurance policy and the said coverage is limited to death and/or
medical expenses of the injured passengers/associates involved.

-2-
 9. That the CARRIER shall keep and maintain the shuttle service units to be safe and
roadworthy and in clean, comfortable and sanitary conditions. As such, the fuel and
maintenance requirement of the shuttle service units be solely for the account of the
CARRIER

10. That the CARRIER warrants that the shuttle service units is in good mechanical
condition and that only experienced professional driver, possessing professional driver’s
license duly issued by the Land Transportation Office (LTO), shall be assigned to drive
the shuttle service units.

11. The CARRIER must submit to the CLIENT all valid documents relative to vehicles such
as LTO registration, franchise, insurance policy and mandatory emission testing
compliance certificate (semi-annual). Also, the CARRIER must comply LTAI and GDC
sticker application form prior with its renewal at its own expense.

12. That the CARRIER shall have the sole discretion in the matter of hiring professional
drivers as may be necessary and expedient from time to time for the interest of the service
operations. CLIENT may however request for a change of the assigned driver in case he
appears to be reckless and unable to drive competently.

13. That it is understood that no employee-employer relationship in any manner or form is

deemed created between the CLIENT, its employees and the CARRIER and in personnel
assigned to perform the service subject of this Shuttle Service Contract are its employees
and are not in any manner connected with the CLIENT. As such the CARRIER warrants
that it shall fully and faithfully comply with all existing rules and regulations or which
any may hereafter be enacted including, but not limited to the requirements of the Labor
Code of the Philippines, as amended. Philhealth and Social Security System, Pag-Ibig, or
any other government-imposed contributions, shall not hold the CARRIER free and
harmless from any all lawful from its employees pertaining hereto.

14. That a Statement of Account shall be submitted by the CARRIER to the CLIENT on a
semi-monthly basis. Payment of the accounts as follows: 1 st~15th Billing - every 30th of
the same month and 16th~30th Billing – every 15th of the following month.

15. It is expressly understood that, in the event of mandatory wage increase and toll fees
increase, the rate of payment shall be adjusted to the increased cost of wages / toll fees
and shall take effect after due written notice has been served and approved by the
CLIENT, provided, however that such negotiation of an increase shall have minimum
time period of thirty (30) working days only. It is agreed further that interest based on
the prevailing bank rate shall be charged on all accounts not paid by the CLIENT when
due and demandable. In case of suit, an additional sum equivalent to twenty five percent
(25%) of the amount due will be charged for Attorney’s Fee and cost of collection and
litigation. Rates per Trip of Bus and Vans as indicated in Annex “A”.

16. That the provision for fuel price adjustment whenever the price of diesel increases or
decreases, the median price of the covered period 1st to 15th and 16th to 30th/31st will be the
basis for the computation on the adjustment as indicated in Annex “A”.

That a proof of fuel cost of the 1 st to 15th and 16th to 30th/31st of the month billed must be attached
on the billing statement submitted to HCPI otherwise, payment will not be process.

Total number of trips x distance from point of origin to the plant

-3-
= Total Distance Traveled
(2.1 for Big Bus) km/ltr
(7.0 for Vans)
= Consumed diesel in liter x update price of diesel from D.O.E. (Department of Energy) -
Agreed Base of Diesel.

= Price increase of Diesel (Increase/Decrease) to be billed or credited as the case may be.

= The Carrier shall shoulder the service vehicle’s daily expenses such as:
a.) Driver’s salary
b.) Daily fuel consumption of the service vehicle
c.) Maintenance
d.) Parking fees
e.) Driver’s uniform
f.) Annual Medical Check-up and Drug Test of its Personnel

17. In case the CARRIER fails to provide the required shuttle service during specified period,
the CLIENT reserves the right to engage the services of other carrier, or undertake to
perform the job utilizing company-owned transport, provided however, that in case the
rates of the substitute carrier or expenses incurred by the CLIENT are higher than the
agreed rate herein, the difference shall be for prerogative to exercise such rights, which it
may deem proper under the premises, including but not limited to termination of this
Agreement.

18. The Shuttle Service Contract shall be for a period of two (2) years starting May 01, 2014
to April 30, 2016. In the absence of an expressed notice o renew or terminate this
Shuttle Service Contract, it is understood that the same is automatically renewed on a
year to year basis under the same terms and conditions as herein stipulated. The Shuttle
Service Contract, however may be terminated or cancelled by either party at any time
before its expiration for violation of the terms and conditions of this Shuttle Service
Contract, provided that a 30 day written prior notice to be served the other party.

19. In the event either party enters into liquidation, become insolvent, bankrupt, compounds
with its creditors, this Shuttle Service Contract shall terminate automatically without
notice to either party and without prejudice to their actual legal rights and obligation
under this contract.

20. The parties expressly submit themselves to the Court of City of Sta. Rosa, Laguna for any
legal actions arising out or in connection with this Shuttle Service Contract.

IN WITNESS HEREOF, both parties have hereunto signed this Shuttle Service Contract this
2nd day of May 2014.

CNG FREE D'AIR TRANSPORT, INC. HONDA CARS PHILIPPINES, INC.

(CARRIER) (CLIENT)

LOUISE T. MATSUI NOEL M. BARACHINA

President/CEO Division Head - Administration

Signed in the Presence of:

NOMER L. NARAGA LOUIE C. SORIANO

General Manager Dept. Head - HRM

-4-
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES

MUNICIPALITY OF ____________

BEFORE ME, a Notary Public for and in Quezon City, personally appeared this
__________day of ____________, 2014.

NAME PASSPORT NO. DATE & PLACE OF ISSUE

LOUISE T. MATSUI EA0016377 12-21-09- DFA MANILA
NOEL M. BARACHINA EB7980414 26 April 2013 – DFA MANILA

All known to me to be the same persons who executed the foregoing instrument and
acknowledged to me that the same are their own free acts and voluntary deeds and that of the
firms they represent. This Shuttle Service Contract is composed of six (6) and signed on the foot
of the instrument and on the left margin of every page.

IN WITNESS WHEREOF, I have set hereto my hand and seal at the place and date first
written.

Doc. No. ______________

Page No. ______________
Book No. ______________
Series of 2014 ______________

-5-
 Annex “A”

SHUTTLE BUS AND VANS RATE PER TRIP

No. Route/Destination Bus Van
1 Balibago/Robinson Php 1,580.00 Php 545.00
2 Mamatid (Cabuyao) 1,720.00 810.00
3 Crossing (Calamba) 2,030.00 880.00
4 San Pablo 2,960.00 1,890.00
5 Makati 2,860.00 1,335.00
6 Mayapa/Canlubang 2,090.00 660.00
7 Global City   2,085.00
8 Alabang 1,810.00 1,085.00
9 Biñan/San Pedro   675.00
10 Langgam   795.00
11 Palapala   870.00
12 Lumil/Tartaria   575.00
13 Sto.Tomas Bat. 1,880.00 1,050.00
  Others    
  Bauan Batangas   2,100.00
  NAIA Airport   2,800.00
Robinson via Balibago 655.00
Langgam via San Pedro 945.00
San Pablo Via Calamba 1,998.00

EXAMPLE (Paragraph 16)

-6-