USUFRUCT AGREEMENT

This USUFRUCT AGREEMENT, hereinafter referred to as the “Agreement”, is made and

executed by and between:

BASES CONVERSION AND DEVELOPMENT AUTHORITY, a government-owned

and controlled corporation created under Republic Act. No. 7227 or the Bases Conversion and
Development Act, as amended by R.A. 7917 and further amended by R.A. 9400, with principal
office address at BCDA Corporate Center, 2/F Bonifacio Technology Center, 31 st Street corner 2nd
Avenue, Bonifacio Global City, Taguig, Metro Manila, herein represented by its President and Chief
Executive Officer, VIVENCIO B. DIZON, who is duly authorized for this purpose as evidenced by
the Secretary’s Certificate, a copy of which is attached as Annex “A,” hereinafter referred to as
“BCDA;”

-and-

JOHN HAY MANAGEMENT CORPORATION, a government-owned and controlled

corporation and a subsidiary of BCDA, with principal office address at John Hay Special Economic
Zone, Loakan Road, Baguio City, herein represented by its President and Chief Executive Officer,
ALLAN RAZON GARCIA, who is duly authorized for this purpose as evidenced by the Secretary’s
Certificate a copy of which is attached as Annex “B, hereinafter referred to as “JHMC;” conveying
stewardship of Camp John Hay and other military facilities in the Philippines to the BCDA.
BCDA AND JHMC are hereinafter collectively referred to as the “OWNER;”

A.-and-

CITY GOVERNMENT OF BAGUIO, a local government unit of the Republic of the

Philippines, with principal address at Baguio City Hall, Naguilian Road, Baguio City, herein
represented by its City Mayor, HON. BENJAMIN B. MAGALONG, who is duly authorized for this
purpose hereinafter referred to as the “USUFRUCTUARY;”

WITNESSETH:

WHEREAS, R.A. 7227 was enacted conveying the stewardship of Camp John Hay to
JHMC and BCDA by developing the estate into a premier tourist and investment destination that
enforces efficient and effective regulation, ensures sustainable multiple use of forest watershed, and
contributes to national growth and job generation;

WHEREAS, under Sec. 2 of Proclamation No. 420, Series of 1994, JHMC is the
implementing arm of BCDA;

WHEREAS, the OWNER is the registered owner in fee simple of a parcel of land,
containing an area of three thousand three hundred fifty and 73/100 (3,350.73) square meters, located
within the John Hay Reservation Area (“JHRA”) along Loakan Road, Baguio City;

WHEREAS, in order to adequately meet the growing demands of public service to cater to
the needs of the citizens of the City of Baguio, especially in times of emergencies and natural
calamities, the USUFRUCTUARY intends to construct a building to house the offices of the
Emergency Medical Service (EMS) and the City Disaster Risk Reduction Management Council
(CDRRMC);

WHEREAS, the USUFRUCTUARY is in need of a piece of land to be used as a site for the
purpose of constructing the building of EMS and CDRRMC;

WHEREAS, the USUFRUCTUARY, negotiated with the OWNER to grant usufructuary

rights to the former, for use and enjoyment, of the land located within the JHRA hereinafter referred
to as the “PROPERTY;”

USUFRUCT AGREEMENT
BCDA, JHMC & CITY GOVERNMENT OF BAGUIO
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 WHEREAS, the OWNER is willing to enter into a USUFRUCT AGREEMENT with the
USUFRUCTUARY subject to the terms and conditions herein;

NOW THEREFORE, for and in consideration of the foregoing premises and of the mutual
covenants hereinafter contained, the parties hereby agree as follows:

I. TERM. The term of the usufruct shall be for a period of fifty (50) years from the signing
of this Agreement, unless the PARTIES pre-terminate the same on the following
grounds:

1.1 The USUFRUCTUARY buys the land from the OWNER;

1.2 The USUFRUCTUARY violates any of the conditions stated herein; or
1.3 The USUFRUCTUARY is in bad faith and committed acts or omissions that shall
prejudice the OWNER.

II. PROPERTY. The land subject of this Agreement is a parcel of land designated as Lot 3
containing an area of nine hundred thirty-eight and 50/100 (938.50) square meters. more
or less, and Lot 4 containing an area of two thousand four hundred twelve and 23/100
(2,412.23) square meters, more or less, as indicated in Annex “C” hereof, to wit:

LOT 3 (938.50 SQ. M.)

LINE BEARING DESCRIPTION

1-2 S. 85 DEG. 34’48” E. 26.24 M.
2-3 DUE SOUTH 34.85 M.
3-4 DUE WEST 26.16 M.
4-1 DUE NORTH 36.87 M.

LOT4 (2,412.23 SQ. M.)

LINE BEARING DESCRIPTION

1-2 S. 85 DEG. 34’48” E. 45.64 M.
2-3 S. 48 DEG. 31’12” W. 59.95 M.
3-4 S. 08 DEG. 10’48” W. 46.55 M.
4-5 S. 68 DEG. 10’12” W. 14.02 M.
5-6 DUE NORTH 18.22 M.
6-7 DUE WEST 29.11 M.
7-8 DUE NORTH 13.34 M.
8-9 DUE EAST 21.99 M.
9-10 DUE NORTH 33.44 M.
10-11 DUE EAST 26.16 M.
11-1 DUE NORTH 34.85 M.

III. USE AND ENJOYMENT. The USUFRUCTUARY is hereby allowed to construct on

the PROPERTY to be used solely for offices of the Emergency Medical Service (EMS)
and the City Disaster Risk Reduction Management Council (CDRRMC). In no case shall
the PROPERTY be used for industrial, residential, entertainment or commercial
purposes. The purpose and use of the property shall not be modified, altered, or amended
without the express consent of the OWNER.

IV. LAND OWNERSHIP. The ownership and title remain with and continues to be in the
name of the OWNER. Upon expiration or pre-termination of the Agreement on the
grounds stated under sub-sections 1.1-1.3 of the Agreement, all permanent improvements
existing shall inure to the benefit of the OWNER. It is hereby understood that permanent
improvements shall refer to those that cannot be detached or removed without damaging
the structure.

V. RIGHTS AND OBLIGATIONS OF THE USUFRUCTUARY

USUFRUCT AGREEMENT
BCDA, JHMC & CITY GOVERNMENT OF BAGUIO
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 a. The right to enjoy possession and use of the property for purpose/s as defined in this
Agreement;
b. Construct a building at its own expense which will house the EMS and the
CDRRMC, introduce and maintain proper infrastructure, perimeter fences and other
facilities that shall make the land subject of usufructuary sustainable and viable for
use;
c. Shall not alienate, dispose, mortgage, encumber, transfer, assign, tolerate and use by
a third party, or use as collateral for their economic venture the land or any portions
thereof, or enter into any agreement that will alter its usufructuary right during the
lifetime of this Agreement, unless with the consent of the OWNER;
d. Notify the OWNER of any act of a third person which it may have knowledge, that
may be prejudicial to the rights of ownership and administration. Failure to do so
shall cause the USUFRUCTUARY be liable for damages, as if the same had been
caused through its own fault;
e. Hold the OWNER free and harmless from all kinds of claims, losses, damages and
other liabilities to their parties, its workers for causes arising directly or indirectly
from the implementation of whatever project in the development and operation of its
project within the subject PROPERTY;
f. Voluntarily surrender possession and return or vacate the property to the OWNER
without need of demand upon expiration of the Agreement in case the former does
not purchase the property from the OWNER
g. Pay the real estate taxes due on the property upon construction of its building as well
as the taxes due on the building constructed;
h. Responsible for maintaining the cleanliness and peace and order in the area;
i. Shall not use the property for any unlawful or illegal act.

VI. RIGHTS AND OBLIGATIONS OF THE OWNER

a. Allocate a total of 3,350.73 square meters, more or less, specifically denominated as
Lot 3 and Lot 4 to which shall be used exclusively for the construction of a building
which will house the EMS and CDRRMC;
b. Allow the USUFRUCTUARY to use the property under usufruct for a period of 50
years, renewable upon mutual agreement of the parties;
c. Retain ownership and title over the property, and exercise all the rights of ownership
over the property subject of the usufruct; and,
d. Authorize the USUFRUCTUARY to apply, sign, obtain, secure, and submit
documents necessary for securing the necessary permits, including but not limited to
building, development, occupancy permits, water and electric service connections.

VII. OTHER TERMS AND CONDITIONS. As soon as the USUFRUCTUARY shall

finished the construction of its buildings on the PROPERTY subject of this Agreement, it
shall immediately transfer therein all its facilities currently found on lands where the
USUFRUCTUARY utilized prior.

VIII. WARRANTIES. The PARTIES represent that they have the requisite powers, authority,
and capacity to enter into this Agreement and perform their obligations and undertaking
in accordance with the terms and conditions set herein. The PARTIES likewise agree to
sign, execute, and deliver such other agreement and documents in furtherance of or for
the effective implementation of this Agreement.

IX. BINDING EFFECT. This Agreement shall bind the successors, successors-in-interest,
nominees, administrators, executors, and permitted assigns of each of the PARTIES.

X. ENTIRE AGREEMENT. This Agreement, including any attached Exhibits, Annexes,

or instruments shall constitute the entire agreement between the Parties and supersedes all
prior or written agreements or understanding between the Parties and with respect to the
matter provided herein.

USUFRUCT AGREEMENT
BCDA, JHMC & CITY GOVERNMENT OF BAGUIO
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 XI. MODIFICATION/AMENDMENTS. This Agreement may be revised, amended, or
supplemented, in writing, only through the mutual consent of both Parties, which shall be
attached and form part of the foregoing.

XII. SEPARABILITY. Should any of the provisions of this Agreement be held or declared
invalid or unenforceable in any respect under any applicable law, rule, regulation, or
decision of any court of competent jurisdiction, all remaining provisions not otherwise
affected shall continue to have full force and effect.

XIII. GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of
the Republic of the Philippines. In case of disputes arising from the terms of this
agreement, the PARTIES shall resolve the dispute in good faith and through amicable
settlement or discussion. If said dispute remains unsettled, any action arising therefrom
shall submit to arbitration in accordance with the provisions of the Revised
Administrative Code.

XIV. EFFECTIVITY. This Agreement shall take effect upon signing hereof and shall remain
in full force and effect unless revoked in writing by mutual consent of all parties.

IN WITNESS WHEREOF, we have hereunto affixed our signature to this Agreement this
___day of ____ 2021, in Baguio City, Philippines.

BASES CONVERSION AND JOHN HAY MANAGEMENT

DEVELOPMENT AUTHORITY CORPORATION
Owner Owner

Represented by: Represented by:

VIVENCIO B. DIZON ALLAN R. GARCIA

President and CEO President and CEO

CITY GOVERNMENT OF BAGUIO

Usufructuary

Represented by:

BENJAMIN B. MAGALONG
City Mayor

Signed in the Presence of:

__________________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF MANILA………………..) S.S.

BEFORE ME, a Notary Public, for and in the City of Manila, this _________________,
personally appeared the following:

Vivencio B. Dizon __________________________

USUFRUCT AGREEMENT
BCDA, JHMC & CITY GOVERNMENT OF BAGUIO
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 I have known the above to be the same persons who executed the foregoing instrument and
acknowledged that the same is their free and voluntary act and deed as well as the institution and
agency they represent.

This instrument, consisting of five (5) pages, including the page

on which this acknowledgment is written, has been signed on the left margin of each and every page
thereof by the concerned parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand the day, year and place above
written.

Doc. No. ;
Page No. ;
Book No. ;
Series of 2021.

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF BAGUIO..………………..) S.S.

BEFORE ME, a Notary Public, for and in the City of Baguio this _________________,
personally appeared the following:

Allan Razon Garcia __________________________

Benjamin B. Magalong __________________________

I have known the above to be the same persons who executed the foregoing instrument and
acknowledged that the same is their free and voluntary act and deed as well as the institution and
agency they represent.

This instrument, consisting of five (5) pages, including the page

on which this acknowledgment is written, has been signed on the left margin of each and every page
thereof by the concerned parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand the day, year and place above
written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2021.

USUFRUCT AGREEMENT
BCDA, JHMC & CITY GOVERNMENT OF BAGUIO
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