LEASE AGREEMENT

This LEASE AGREEMENT (Agreement) entered into and made effective as of

this ____ day of _______ 2015, at _______________ by and between:
FELISA
AGRICULTURAL
CORPORATION,
a
corporation organized and existing in accordance
under the laws of the Philippines, with principal office
address at 15 Villarosa St., Bgy. Sum-ag, Bacolod
City, Negros Occidental, Philippines, represented
herein by its President, [name], hereinafter referred
to as the LESSOR;
-

and -

NEGROS PH SOLAR INC. (SPV), a corporation

organized and existing under the laws of the
Philippines, with principal office address at UG10,
Globe Tower 1, Pioneer St, corner Madison, Barangay
Ilaya, Mandaluyong City, Philippines; represented
herein by its President, Maria Celia Ramona S.
Monfort, hereinafter referred to as the LESSEE;
each a Party and collectively referred to as the Parties.
WITNESSETH: That
A.

WHEREAS, the LESSOR is the true and absolute owner of a vacant parcel of land
without any existing improvements thereon, with a total aggregate area of
736,483 square meters or 73.6 hectares situated in Bgy. Felisa, Bacolod City and
covered by Transfer Certificate of Title No. T-212310;T-212312;T-212313;T212314;T-212315;T-212316;T-212317;T-218656;T-268479;T-268478 issued by
the Register of Deeds of Bacolod, a copy of which marked Annex A is attached
hereto and made an integral part hereof and more particularly described as
follows:
Transfer Certificate of Title No. T-212310,T-212312,T-212313,T212314,T-212315,T-212316,T-212317,T-218656,T-268479,T-268478
[See attached TCTs for Technical Description]

B.

WHEREAS, the LESSOR has offered and the LESSEE has agreed to lease the
Leased Property under the terms and conditions of this Agreement;
NOW, THEREFORE, for and in consideration of the foregoing Property, the
Parties hereby agree as follows:
A. LEASE OF THE PROPERTY The LESSOR hereby exclusively and
irrevocably leases to LESSEE, and the LESSEE hereby accepts in lease
from the LESSOR, the Leased Property.
During the existence and
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continuance of this Agreement, the LESSEE shall have (and the LESSOR
shall ensure that the LESSEE shall have) full rights to the continued
utilization and physical possession of the Leased Property for its SOLAR
ELECTRIC POWER GENERATION PLANT (the Plant), the Project Facility,
the Project Infrastructures, Machinery, Equipment and Accessories, which
may hereafter be built, added, installed or created on the Leased Property
by the LESSEE.
The LESSOR expressly recognizes that the Plant, the Project Facility, the
Project Infrastructures, Machinery, Equipment and Accessories, built,
added or installed or created on the Leased Property belong to and are
owned by the LESSEE, and that the LESSOR has no right or claim
whatsoever in respect thereto as against the LESSEE. On its part, the
LESSEE hereby expressly recognizes that the Leased Property belong to
and are owned or held by the LESSOR, subject only to its right as LESSEE
pursuant to this Agreement, and as LESSOR of the Plant, the Project
Facility, the Project Infrastructures, Machinery and Equipment, and
Accessories, now or hereafter existing or to be placed or erected on the
Leased Property.
B. RENTAL AMOUNT - The annual rental for the Leased Property shall be
SEVENTY FIVE THOUSAND PESOS per hectare (P75,000.00) exclusive of
Value Added Tax (VAT) (Rentals), plus an additional TWENTY FIVE
THOUSAND PESOS per hectare (P25,000.00) exclusive of VAT, for the
exclusive use by the LESSEE of the Road Right of Way on the Property.
Rental is payable five (5) years in advance from the date when the Leased
Property is handed over to the LESSEE. This advance rental shall be
amortized on a straight-line basis over the first ten (10) years.
The succeeding annual Rentals shall likewise be payable five (5) years in
advance on or before the 15th day of the 5th Year Anniversary date, with an
escalation rate of ten percent (10%) every five (5) years.
C. RENTAL PERIOD - The lease term shall be for a period of twenty-five
(25) years commencing from the date of the execution of this Agreement
and ending on ______________ (Original Term), renewable upon mutual
agreement of the Parties. The Parties, if they so desire, may engage in
discussions for an extension and negotiate in good faith for new rental
terms at least one (1) year prior to the expiry date. The LESSEE shall turn
over the Leased Property to the LESSOR clear from any structures or other
impediments at the end of the lease term, in accordance with Article H
hereof, should no renewal of this Agreement be arrived at by the Parties.
In the event that the LESSEE, due to war, civil commotion, acts of
government, acts of God, force majeure, or fire related to or caused by
any of these events, or any other similar cause beyond the LESSEEs
control, be prevented from occupying the Leased Property, the Plant or
the Project Infrastructure, or be obliged to give up possession of the
Leased Property, or any portion thereof, the consideration hereinafter
agreed upon shall abate during the time and to the extent that the Leased
Property are not occupied by the LESSEE. It is expressly agreed by the
Parties hereto that the suspension of the payment of the Rentals due to
the causes hereinabove mentioned, shall be construed as extending the
period of this Agreement for a period equal to the period of suspension or
non-occupancy, whichever is longer, provided, however, and only on
condition that such extension of the period of this Agreement is consistent
and in accord with Philippine laws and regulations, and provided, further,
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that if it should be economically impractical or undesirable for the LESSEE

to resume possession and use of the Leased Property or any portion
thereof owing to the effect of the aforementioned causes or events that
compel the LESSEE to give up such possession and use, then the LESSEE
and the LESSOR agree to enter into good faith negotiation to dispose of
and/or sell the Leased Property, with or without the Plant as the case may
be, on the fairest and most equitable terms and conditions possible with
primary consideration being given to the Parties desire that such ultimate
disposal and/or sale shall have the least economic detriment possible to
either of the Parties in accordance with their respective financial interests
in the aforesaid Leased Property and/or the Plant.
D. TERMINATION BY LESSOR Should the LESSEE fail to pay the 5
year advance Rentals due on or before the 15 th Day of the 5th anniversary
year (subsequent to the initial 5 years) as herein agreed upon, the total
amount due shall bear interest at the rate of one (1%) percent per month
from the due date until fully paid without prejudice to the rights of the
LESSOR to cancel this Agreement for non-payment of the Rentals, eject
the LESSEE and/or avail itself of all other legal remedies because of the
LESSEEs violation of this Agreement; provided, however, that the LESSOR
cannot cancel this Agreement and/or eject the LESSEE, unless the LESSOR
shall have first given the LESSEE written notice that the LESSEE is in
default, and the LESSEE fails to cure such default within a period of ninety
(90) days from the date of receipt of such written notice.
E. COMPENSATION FOR CULTIVATION COSTS - The LESSOR shall be duly
compensated for actual costs incurred in the cultivation on the Leased
Property, which value shall be determined on the basis of the proper
receipts and/or documentations submitted by the LESSEE to enable a
proper audit of the costs and/or value of the same.
If the Leased Property has been closed at the time this Agreement is
signed, the compensation shall be the loss of profits from the crop if it had
been allowed to mature and be harvested in the normal course of the
farming cycle. The Parties agree to discuss in good faith the amount of
such compensation making reference to current commodity prices to
arrive at an agreed amount.
F. CLEAN POSSESSION The LESSOR shall allow the LESSEE to
immediately take over the possession and occupancy of the Leased
Property and ensure its turnover in a timely manner. The LESSOR shall
also undertake clearing of the Leased Property and removal of any and all
structures and/or other impediments necessary to allow the LESSEE to
proceed timely to the commencement of its Project. The Parties shall
discuss in good faith and agree on the timeline of such activities such that
the construction of the Project is not delayed.
G. TAXES
(i)

Real Estate and Value Added Tax The LESSEE shall be liable for
any real estate taxes and Value Added Tax which shall be assessed
on the Leased Property and/or on the LESSOR by virtue of this
Agreement, during the effectivity thereof.
The LESSOR shall deliver to the LESSEE a copy of any real estate
taxes assessments due on the Leased Property and/or any
assessments of Value Added Taxes imposed. The LESSEE shall
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make payment to the relevant tax collecting agency within a period

of five (5) days before said taxes may become initially due,
together with any interests and penalties lawfully imposed thereon
as a result of LESSEEs late payment thereof, provided that the
LESSEE is in receipt of said tax assessments within 45 days of due
date;
The LESSEE may take the benefit of any law allowing assessments
to be paid in installments and in such event, the LESSEE shall only
be liable for such installments of assessments due during the term
of the Lease hereof.
Nothing, however, contained in the Lease shall require the LESSEE
to pay an estate, inheritance, succession, capital levy, corporate
franchise, gross receipts, transfer or income tax of the LESSOR.
The documentary stamp tax due on the execution of this Agreement
shall be paid for and shall be for the account of the LESSEE.
The Expanded Value Added Tax on the consideration shall be for the
account of the LESSEE and any increase mandated by the
government thereafter shall also be for the account of the LESSEE.
Pursuant to relevant Revenue Regulations, the applicable
percentages of the yearly consideration shall be deducted and
withheld by the LESSEE and correspondingly remitted to the Bureau
of Internal Revenue for the credit of the LESSOR.
The LESSEE shall, within thirty (30) days after the end of the
calendar year, furnish the LESSOR with written statement duly
certified by the Treasurer/comptroller of the LESSEE showing the
total payments made by the LESSEE to the LESSOR for the previous
year and the amount of taxes withheld therefrom together with a
duplicate copy of the relevant Remittance Return (BIR Form 1601-E
or its amended form and BIR Form 2307 or its amended form) and
the corresponding tax receipts.
(ii)

H.

Contest of Taxes The LESSEE, at its own cost and expense, may,
if it shall in good faith so desire, contest by appropriate proceedings
the amount of any of the aforementioned taxes. The LESSEE may, if
it shall so desire, endeavor at any time or times, by appropriate
proceedings, to obtain a reduction in the assessed valuation of the
Leased Property for tax purposes. The LESSOR further agrees and
hereby authorizes the LESSEE to undertake on behalf of or in the
name of the LESSOR, but at the LESSEEs expense, any
administrative, judicial, legal or other appeals, hearings, litigation or
other proceeding for review and determination of any realty tax,
assessments or other costs or charges, levied on the Leased
Property which the LESSEE considers in its sole discretion necessary
or desirable. In any such event, the LESSOR shall join with the
LESSEE, at the latters expense, in said proceedings and the LESSOR
agrees to promptly sign and deliver such papers and instruments as
may be necessary to prosecute such proceedings.

ALTERATIONS AND IMPROVEMENTS - The LESSEE shall be allowed at

its own expense to make any reasonable alterations or modifications upon
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the Leased Property, as well as to make such alterations, demolitions,

removals and additions, to make such improvements or erect or install the
Plant, the Project Facility, the Project Infrastructures, Buildings, Machinery
and Equipment, and Accessories or other improvements on the Leased
Property or Buildings, as may be necessary or desirable to the business,
operations or convenience of the LESSEE.
It is hereby expressly
understood and agreed that the addition of new Plant, the Project Facility,
the Project Infrastructures, Buildings or improvements thereon, Machinery
and Equipment and Accessories and any alterations and/or modifications
made by the LESSEE on the Leased Property shall not be a cause for the
revision of the Rental rate hereinabove agreed upon.
I.

TERMINATION AND REMOVAL OF IMPROVEMENTS - This Agreement

can only be terminated by the LESSOR in accordance with Article D hereof
or by the LESSEE upon service of ninety (90) days prior written notice to
the LESSOR for any cause or reason whatsoever. Upon termination of this
Agreement for any cause or reason whatsoever, the following
arrangement shall govern the acquisition or removal of the Plant, the
Project Facility, the Project Infrastructure, the Buildings, Machinery and
Equipment, and Accessories.
(a)

The LESSEE shall have the absolute right to demolish and/or

remove from the Leased Property all Machinery and Equipment,
and Accessories which have been erected, installed and attached to
and found on the Leased Property, the Plant or Buildings at the
termination of the lease or occupancy of the Leased Property,
including without limitation, all movable furniture and office
equipment found within or without the said Leased Property or
Buildings. The cost of such removal or demolition shall be borne by
the LESSEE. If, during the process of removal or demolition, the
Leased Property or any portion of it is defaced, the LESSOR, at its
option, may require the LESSEE to restore the affected portion of
the Leased Property in a manner which would allow the LESSOR to
use and occupy the Leased Property without incurring further
additional expenses, provided further that the restoration should be
in accordance with the duly approved rehabilitation plans and
program of the LESSEE under the terms of the LESSEEs relevant
permits and licenses. Provided, further, that if the Leased Property
cannot be restored by the LESSEE to its original state or use or a
superior state or use, the LESSEE shall compensate the LESSOR at
Fair Market Value.
For the purpose thereof, the term Fair Market Value of the Leased
Property shall mean the lesser of Pesos ___ per square meter or the
fair market value of the Leased Property based on its then current
use, without any structures or improvements of any type thereon or
thereto, as shall be established as of the date in question by a
mutually acceptable reputable real estate appraiser firm. In the
event that the LESSOR and the LESSEE do not agree on such real
estate appraisal firm within fifteen (15) days prior to the date of
reference for such appraisal, the accounting firm of __ (hereinafter
referred to as ____) shall nominate an appraisal firm for
appointment by the Parties and such appointment and appraisal
issuing thereon shall be final and binding on the Parties. The cost of
such appraisal (and the fee in connection therewith, if necessary)
shall be borne by and for the account of LESSEE. The LESSOR
hereby waives the benefit of Article 1250 of the Civil Code of the
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Philippines and such similar provisions as may now exist or

hereafter promulgated, it being clearly understood that the above
stipulated Considerations are deemed reasonable and unalterable.
(b)

The exercise of the LESSEEs right to remove or demolish the

Machinery and Equipment, and Accessories as provided in
Paragraph (a) of this Article I shall be made or performed within a
period of not longer than eighteen (18) months from the date of
termination of the lease or occupancy of the Leased Property. If the
Agreement is terminated before the expiration of Original Term, the
LESSEE shall pay the LESSOR damages equal to one twelfth (1/12)
of the annual Rentals from each and every month of the removal
period. If the removal is exercised by the LESSEE after expiration of
the Original Term, the amount of damages payable to the LESSOR
under this paragraph shall be fifty (50%) percent of the prevailing
Rental during the first six (6) months and one hundred (100%)
percent thereof. The payment of damages by the LESSEE in either
case shall be full and complete compensation to the LESSOR, who
shall have no further claim against the LESSEE for any other
damages or any other losses attributable to said period or removal
except damages for failure of the LESSEE to comply with its
obligation stipulated in the second sentence of Article I(a) hereof.
The LESSEE at its option and considering the exigencies of its
business may, during the period of removal, continue to operate its
business therein.

J. IMPROVEMENTS AND UTILITIES

(i)

Improvements by Lessee. The LESSEE shall, at its own expense,

obtain all necessary certificates, permits, licenses and other
authorizations of governmental bodies or authorities which are
necessary to permit the construction of the Plant, the Project
Facility, the Project Infrastructure and Buildings on the Leased
Property and shall keep the same in full force and effect at LESSEEs
own account.
Upon completion of construction, LESSEE shall, at its cost, obtain an
occupancy, use and operation permits and all other permits or
licenses necessary for the occupancy, use and operation of the
Plant, the Project Facility, the Project Infrastructure and Buildings as
set out herein and shall keep the same in force.
Nothing herein shall alter the intent of the Parties that LESSEE shall
be fully and completely responsible for all aspects pertaining to the
construction of the Project on the Leased Property and for the
payment of all costs associated therewith. LESSOR shall be under
no duty to investigate or verify LESSEEs compliance with the
provision herein.
Moreover, neither LESSEE nor any third party may construe the
permission granted to the LESSEE hereunder to create any
responsibility on the part of the LESSOR to pay for any
improvements, alterations or repairs incurred by the LESSEE.

(ii)

Utilities - LESSEE shall pay for all water, sanitation, sewer,

electricity, light, heat, gas, power, fuel, janitorial, and other services
incident to the LESSEEs actual use of the Leased Property.

K. INDEMNITY. - LESSEE further agrees to hold the LESSOR free and

harmless from and against any and all injury, loss, claims or damage to
any person or property occasioned by or arising out of the doing of any
such work by such party or its employees, agents or contractors within or
upon the Leased Property unless such claims may arise for or be
attributable to any act, omission or neglect on the part of the LESSOR, its
servants, agents, or employees. LESSEE shall further comply with all
governmental requirements in the construction of its installations on the
Leased Property. LESSEE will take out adequate insurance coverage.
The LESSOR agrees that if government agencies shall condemn the
installations or improvements in the Leased Property or any part thereof
as not in conformity with the laws and regulations relating to the
construction thereof, and such government agency has ordered or
required, or shall hereafter order or require, any alterations or repairs
thereof or installations and repairs as may be necessary to comply with
such laws, orders or requirements, the LESSEE shall be entitled to contest
the validity of such government action.
L.

USE OF PROPERTY BY LESSEE - The Leased Property may be occupied

and used by LESSEE, exclusively as a commercial SOLAR ELECTRIC
POWER GENERATION PLANT and for no other purpose unless explicitly
agreed with the LESSOR. Nothing herein shall give LESSEE the right to
use the Leased Property for any other purpose or to sublease, assign, or
license the use of the Leased Property to any sub-lessee, assignee, or
licensee, which or who shall use the Leased Property for any other use
other than as a Solar Electric Power Generation Plant unless explicitly
agreed with the LESSOR.

M.

SIGNAGE

N.

(i)

Exterior Sign - LESSEE shall have the right, at its sole risk and
expense and in conformity with applicable laws and ordinances, to
erect and thereafter, to repair or replace, if it shall so elect signs on
any portion of the Leased Property, providing that LESSEE shall
remove any such signs upon termination of the lease, and repair all
damage occasioned thereby to the Leased Property.

(ii)

Interior Signs LESSEE shall have the right, at its sole risk and
expense and in conformity with applicable laws and ordinances, to
erect, maintain, place and install its usual and customary signs and
fixtures in the interior of the Leased Property.

EFFECTS OF TERMINATION
(i)

Release - In the event of any termination of this Agreement as the

result of the provisions therein, the Parties, effective as of such
termination, shall be released, each to the other, from all liability
and obligations thereafter arising under this Agreement except as
may be provided for in this Agreement.

(ii)

Lessees Early Termination In the event of an early termination

by the Lessee, the Lessor shall be entitled to the higher of a oneyear rental compensation or the forfeiture of the balance of the
rental advance paid.

O.

EXPROPRIATION - Should the Leased Property and the Plant and the
Project Facility, the Project Infrastructure and Buildings then existing
thereon or any part thereof, be expropriated or taken for public or quasipublic use, the compensation received for such taking shall be given to,
allocated and divided between the LESSOR and the LESSEE in proportion
to the respective value of the Leased Property (land), the Plant, the
Project Facility, the Project Infrastructure and Buildings as determined by
the proper judicial and administrative authority in charge of and to
exercising jurisdiction over the expropriation proceedings and, in the
absence of such determination, by agreement of the LESSOR and the
LESSEE. In case the Parties could not agree on the allocation and division
of the compensation paid for the taking of the Leased Property, the Plant,
the Project Facility, the Project Infrastructure and Buildings or any part
thereof, the dispute shall be referred to a Board of three (3) appraisers
appointed in the manner stipulated in this Agreement and the decision of
a majority of the Board shall be the Board of Appraisers decision and
shall be final and conclusive on the Parties.

P.

DEFAULT
(i)

Occasions of Default by LESSEE The LESSEE shall be deemed in

Default in the event thatLESSEE shall be in default in the payment
of Rentals, compensation or taxes or other charges required under
this Agreement to be paid by it (default herein being defined as
payment received by LESSOR thirty [30] or more days subsequent
to the due date).

(ii)

Remedies In Case of LESSEEs Default - In cases of Default, the

following remedies shall be available to the LESSOR:

a. Terminate this Agreement by giving LESSEE a written notice of

termination, in which event this Agreement shall expire and
terminate on the date specified in such written notice of
termination, unless the LESSEE is able to remedy the Default as
provided for in this Agreement, with the same force and effect as
though the date so specified were the date herein originally fixed as
the termination date of the term of the Lease, and all rights of
LESSEE under the Lease and in and to the Property shall expire and
terminate, and LESSEE shall remain liable for all obligations under
this Agreement arising up to the date of such termination, and
LESSEE shall surrender the Leased Property to LESSOR on the date
specified in such notice.
b. Pursue such other remedies as are equitable at law or equity.
(iii)

Occasion of Default by LESSOR The LESSOR shall be deemed in

Default in the event that LESSOR does not maintain proper title to
the Leased Property and not allowing the LESSEE to have troublefree and undisturbed use and possession of the Leased Property.

(iv)

Remedies of LESSEE Upon LESSORs Default If LESSOR shall

default in the performance or observance of any agreement or
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condition in this Agreement contained on its part to be performed or

observed, and if LESSOR shall not cure such default within thirty
(30) days after notice from LESSEE specifying the default (or, if such
default shall reasonably take more than thirty [30] days to cure, and
LESSOR shall not have commenced the same within the thirty [30]
days and diligently prosecuted the same to completion), LESSEE
may, at is option, without waiving any claim for damages for breach
of agreement, at any time thereafter cure such default for the
account of LESSOR and any amount paid or any contractual liability
incurred by LESSEE in so doing shall be deemed paid or incurred for
the account of LESSOR and LESSOR shall immediately reimburse
LESSEE therefor within fifteen (15) days from the LESSEEs
assumption of such liability and save LESSEE harmless therefrom.
Provided, however, that LESSEE may cure any such default as
aforesaid prior to the expiration of said waiting period, without
notice to LESSOR if an emergency situation exists, or after notice to
LESSOR, if the curing of such default prior to the expiration of said
waiting period is reasonably necessary to protect the leased
Property or LESSEEs interest therein or to prevent injury or damage
to persons or property. If LESSOR shall fail to reimburse LESSEE
upon demand for any amount paid or liability incurred for the
account of LESSOR hereunder, said amounts or liability may be
deducted by LESSEE from the next or any succeeding payments of
rent due hereunder; provided, however, that should said amount or
the liability therefor be disputed by LESSOR, LESSOR may contest
its liability or the amount thereof, through arbitration and LESSOR
shall bear the costs.
Q.

TITLE
(i)

Sale/Mortgage/Sub-Lease of Leased Property - The LESSOR

shall not, during the term of this Agreement, sell or mortgage the
Leased Property except under the following conditions
a. Right of First Refusal.
Without prejudice and subordinate to
the rights of the LESSEE under this Agreement and as owner of the
Plant, the Project Facility, the Project Infrastructure, Buildings,
Machinery and Equipment, and Accessories, the LESSOR may not
sell, assign and transfer the Leased Property during the period of
this Agreement or any renewals/extensions hereof without the prior
written approval of the LESSEE, provided that if the LESSEE
consents to such a sale, in addition to its rights under this
Agreement, the LESSEE has a right of first refusal to purchase the
Leased Property at the same price under the same terms and
conditions as the LESSOR would be willing to sell to any bona fide
third person or a party provided however, that the LESSEE shall
exercise this right of first refusal within one hundred twenty (120)
days from the receipt of written notice from the LESSOR with
adequate information concerning the proposed sale to a third
person or party; and match the terms of the offer by making the
proper notification in writing, in which event, the LESSOR shall sell
the Leased Property to the LESSEE.
Only after the LESSEE fails to exercise its Right of First Refusal
within the period specified that the LESSOR may sell the Leased
Property to any person provided that the parties therein shall
9

respect, abide, include and stipulate in the Deed of Absolute Sale

the provisions that this Agreement shall remain in full force and
effect and that the buyer and/or transferee and all its successors
and assigns shall be strictly bound thereby and shall absorb all of
LESSORs rights and obligations enforceable under the Deed of
Absolute Sale without need of further demand.
(ii)

Mortgage by LESSOR. - In case of mortgage by the LESSOR, the

LESSOR shall, upon consent of the LESSEE being given in writing, be
allowed to mortgage the Leased Property subject to the following
conditions:

(a)

That the LESSEE be informed in writing at least thirty (30)

days prior of LESSORs intent to mortgage the Leased
Property to secure a loan from any bank, lending institution
or individual, with the LESSEE giving its written consent or
refusal within the said period of thirty (30) days.

(b)

The mortgagee shall at all times bind itself to respect and

uphold the terms and provisions of this Agreement, which
shall be appended to and form an integral part of the Real
Estate Mortgage.

(c)

The mortgagee shall, in stepping into the shoes of the

LESSOR, first enter into a written agreement with the
LESSEE that it shall, at all times during the mortgage, bind
itself to and respect the terms and conditions of this
Agreement, specifically the stipulations and covenants of
the LESSOR;

(d)

The mortgagee or any person or entity claiming rights

under it, agrees that it shall recognize the rights to the
LESSEE to remain in possession and occupancy of the
Leased Property and that the LESSEEs operation and
business shall not be disturbed, so long as it does not
violate any of the terms and provisions of this Agreement;

(e)

In the event that LESSOR shall pay, refuse or neglect to

pay any mortgages, liens or encumbrances, the judicial or
extra-judicial sale of which might affect the interest of the
LESSEE hereunder, or shall fail, refuse or neglect to pay
any interest, penalties or charges due or payable on any
such mortgage, lien or encumbrance, LESSEE may, at its
sole option, pay such mortgages, liens or encumbrances,
interests, penalties or charges and charge to the LESSOR
the amount so paid and withheld and deduct the same
from any rentals due and withhold and deduct from any
rents herein reserved such amounts so paid and any
excess over and above the amounts of said rents shall be
paid by the LESSOR to the LESSEE.
Nothing herein
contained shall be construed as a waiver of the LESSEEs
right to terminate the Lease Agreement, should the
LESSOR opt not to exercise this option to pay LESSORs
obligation under the mortgage.
(f) The LESSEE shall have the first option to be the one to
offer financing to the LESSOR, for the same amount and
10

terms and conditions as the mortgagee bank, entity or

private person, should it discern that a mortgage of the
Leased Property will not be in its best interests as
LESSEE.
(g)

In the event of foreclosure of the mortgage, the LESSEE

shall be allowed to be subordinated to the rights of the
LESSOR as mortgagee, and exercise the rights to redeem
the foreclosed property, should LESSOR for any reason fail
to exercise such right.

(iii)

Assignment, Transfer, Sublease or Sub-Use by LESSEE. -- The

LESSOR may assign or transfer or create a security over its rights
and obligations under this Agreement to its successors, subsidiaries,
parent or affiliate companies without the need of obtaining the
consent of the LESSOR, provided that prior written notice is served
on the LESSOR, and the assignee shall thereafter be substituted for
the LESSEE under this Agreement on the date of the execution of
the agreement relating to assignment with an express assumption
by the assignee of any and all the rights and obligations of the
LESSEE under this Agreement.
The LESSEE may, without obtaining the consent of the LESSOR,
sublet, assign or grant a security of encumbrance over the LESSEEs
rights, title and interests in and to this Agreement or any part
thereof to any reputable person or entity or to a financing institution
but the LESSEE shall remain responsible to the LESSOR for the due
compliance by itself and by the sublessee, and the sublease shall
not in any manner modify or alter or in any way contravene or
conflict at any of the terms of this Agreement.
The LESSOR agrees to execute any and all agreements, instruments
or documents which any entity or financing institution, in whose
favor the LESSEE created a security over its rights and obligations
under this Agreement, will require in connection with the creation of
such security, including tripartite agreements with such entity or
financing institution and the LESSEE, which may provide for, among
others, an obligation on the part of the LESSOR:
(a) to notify such entity or financing institution of any breach by
the latter of the provisions of the Agreement;
(b)to allow such entity or financing institution to remedy such
breach before the LESSOR may terminate this Agreement
under Article D hereof;
(c) in relation to Article hereof, not to amend the Agreement
without the consent of such entity or financing institution; and
(d)to allow such entity or financing institution to cause a transfer
(and any further transfer) of LESSEEs rights and obligations
under this Agreement to such entity or financing institution or
to a specified third party.

(iv)

Quiet and Peaceful Enjoyment and Non-Encumbrance. During the Original Term or any renewals/extensions hereof, the
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LESSOR shall not sell, assign or mortgage any of the Leased

Property without the prior written consent of the LESSEE or without
the LESSEEs superior right of first refusal under this Article hereof
having been exercised or waived.
If during the Original Term of this Agreement, or any
renewals/extensions hereof, the Leased Property or any part thereof
is sold, assigned, or mortgaged with the prior written consent of the
LESSEE, it shall be the obligation of the LESSOR, without prejudice
to the LESSEEs superior right of first refusal under this Article, to
impose as a condition of the sale, assignment or mortgage, that the
buyer, assignee or mortgagee, in whose favor the alienation or
encumbrances is made, should:
(a) take the Leased Property subject to the LESSEEs rights over
and in relation thereto pursuant to this Agreement, and the
LESSEEs rights, title and interest in and to the Plant, the
Project Facility, the Project Infrastructure and the Buildings,
Machinery and Equipment, and Accessories thereon, whether
removable or irremovable, now or hereafter existing on the
Leased Property, the Plant, the Project Facility, the Project
Infrastructure and the Buildings; and
(b)assume any and all the obligations of the LESSOR under this
Agreement and execute an accession agreement to this
Agreement.
The sale, assignment, or mortgage of the Leased Property or
portions thereof shall not invalidate the lease terms. During the
term of this Agreement, the LESSOR hereby warrants, represents
and guarantees to the LESSEE that the LESSEE shall and may
lawfully and peacefully have, hold, use, occupy, possess and enjoy
the Leased Property, for and during the term of the Lease without
any suit, hindrance, eviction, ejection, or interruption of whatever
nature by the LESSOR or those claiming under it.
(v)

Zoning and Good Title LESSOR warrants and represents, upon

which warranty and representation LESSEE has relied in the
execution of this Agreement, that LESSOR is the owner of the
Leased Property, in fee simple absolute, free and clear of all
encumbrances, except for the easements, covenants and
restrictions of record as of the date of this Agreement. Such
exceptions shall not impede or interfere with the quiet use and
enjoyment of the Leased Property by LESSEE. LESSOR further
warrants and covenants that the Lease is and shall be a first lien on
the Leased Property, and to such encumbrances as shall be caused
by the acts or omissions of LESSOR; that LESSOR has full right and
lawful authority to execute this Lease for the term, in the manner,
and upon the conditions and provisions herein contained; that there
is no legal impediment to the use and possession of the Leased
Property as set out herein; that the Leased Property are not subject
to any easements, restrictions, zoning ordinances or similar
governmental regulations which prevent their use as set out herein;
that the Leased Property presently are zoned for the use
contemplated herein and throughout the term of the lease may
continue to be so used therefor by virtue of said zoning, under the
doctrine of non-conforming use, or valid and binding decision of
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appropriate authority, except, however, that said representation

and warranty by LESSOR shall not be applicable in the event that
LESSEEs act or omission shall invalidate the application of said
zoning, the doctrine of non-conforming use or the valid and
binding decision of the appropriate authority. LESSOR shall furnish
without expense to LESSEE, within thirty (30) days after written
request therefor by LESSEE, a title report covering the Leased
Property showing the condition of title as of the date of such
certificate.
(vi)

P.

Q.

Registration of Agreement. - The Parties hereto agree that this

Agreement shall be registered with the Registry of Deeds for the
Province of __________ and that due notice and memorandum of this
Agreement shall be annotated and placed on the back of the
transfer certificates of title in the name of the LESSOR or its
predecessors-in-interest covering the Leased Property within a
period of six (6) months from the execution of this Agreement. The
LESSEE shall bear the cost of such registration.

SETTLEMENT OF DISPUTES OF THE LEASE AGREEMENT

a.

Any dispute arising from or in connection with any provisions of this

Agreement or the breach thereof, including any issues as to the
validity or enforceability of thereof, or for the construction,
termination, or breach thereof, shall be decided amicably by the
Parties.

b.

If such dispute, controversy, or difference cannot be amicably

settled by the Parties, the matter shall be finally settled through
arbitration administered in accordance with the Rules of Arbitration
of the Philippine Dispute Resolution Center Inc., through a sole
arbitrator experienced in commercial and financial matters without
affiliation of any kind to any party.

c.

The place of arbitration shall be in Taguig City. Any award shall be

final and binding upon the Parties. Interim reliefs may be availed of
by the Parties from the courts only when necessary.

d.

Each party shall bear its own costs and expenses in connection with
the arbitration and the costs and expenses of the arbitrator shall be
borne as determined by said arbitrator. In the event any provision of
this Agreement or the application of any such provision to either
Party shall be held unlawful, the remaining provisions of this
Agreement shall remain in full force and effect.

DEFINITIONS AND INTERPRETATION

A. As used herein the following terms shall have the following
meanings:
(i)

Accessories shall mean and refer to (a) all office furniture,

furnishing, and fixtures, (b) all office machine and equipment, such
as non-mechanical types of office machines or furniture, such as
bookcases, cabinets, chairs, couches, desks, lockers, sofas, tables,
trays, ledgers, etc.; and mechanical types of office machines, such
as adding machines, addressing machines, bookkeeping machines,
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calculators, cash registers, check signers, communication systems,

dictating machines, transcribing machines, water coolers and
electronic equipment, calculators, computers; and (c) equipment,
equipment, hard hats, clothing/gear, etc. which may hereafter be
placed in the premises by the USER and used in the operation of the
LESSEEs business made to, in or on the Leased Property by and at
the expense of LESSEE and susceptible of being removed from the
Leased Property without damage, unless such damage be repaired
by LESSEE.
Any and all property or any type or description or of personnel not
included or referred to in Paragraphs (b) and (c) hereinabove shall
also be deemed included on the term Accessories.
(ii)

Affiliate or subsidiary company shall mean any company or

corporation more than fifty percent (50%) of the capital stock of
which is owned by either the LESSEE or its parent company.

(iii)

Agreement shall mean this Lease Agreement.

(iv)

Buildings shall mean and refer to all buildings, edifices and

structures of any type, existing on the Leased Property at the time
of execution of this Agreement or hereafter constructed and/or
erected thereon, either as new structure or in replacement of any
existing buildings or part thereof which may have been destroyed
and damaged by fire, typhoons, floods, etc. It shall also mean and
refer to any and all equipment of or pertaining to such buildings or
structures on the Parcels of Land, such as elevators, sprinkler
systems, electrical wiring and fixtures, etc. It is further understood
that the term Buildings shall mean and refer to all buildings,
edifices and structures of any type presently of hereafter existing on
the Leased Property.

(v)

Machinery and Equipment shall mean and refer to all existing or

hereinafter installed solar heating systems, mounting systems, solar
farms, photovoltaic modules, installation technology, and in the
products and by-products of every kind and description

(vi)

Leased Property shall mean and refer to the parcels of land owned
by the LESSOR and all subject of this Agreement as listed in Annex
A.
It shall also mean and refer to unremovable land improvements,
such as sidewalks, roadways, lawns, sews, fences, parking areas,
and wells constructed on or beneath the Parcels of Land.
This term shall also include such parcels of land or real estate over
which the LESSOR has beneficial or legal title or possessory interests
from time to time in the future at the time of their coming into
existence and/or upon the acquisition by the LESSOR of ownership
thereof, and shall include all parcels of land and real estate of every
nature and description taken in exchange, substitution, addition or
replacement of the Leased Property, and shall include any future
renewal, extension, modification, substitution, amalgamation,
subdivision or variation of any of the rights referred to these Leased
Property (whether extending over the same or a greater or lesser
area); and any present or future application for or interest in any of
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the above, which confers or which, when granted, will confer the
same or similar or greater rights, which shall be subject to the terms
of this Agreement in the same manner and to the same extent as if
now existing and included in this Agreement.
(vii)

Parent company shall mean any company or corporation which

owns more than fifty percent (50%) of the capital stock of the USER.

(vii)

Plant means the solar systems, including solar modules, mounting

structures , inverters, transformers and associated sub stations,
transmission lines and any other additional equipment necessary for
the generation of electricity by the Project Facility.

(viii) Project Facility means a photovoltaic power generation facility

with the capacity of []MW AC located in []Province, Philippines.
(ix)

Project Infrastructures means all civil and infrastructure works

supporting the Project Facility, including foundation and
transmission lines as further detailed in Appendix [XX]. The Project
Infrastructure work will be done by the Owner.

B. Headings are to be ignored on construing this Agreement as they

are inserted for convenience of reference and shall not limit or affect
the interpretations of the provisions hereof. Unless the context
otherwise requires:
(i)

words importing the singular include the plural and vice versa;

(ii)

words importing a gender include any gender;

1. other parts of speech and grammatical forms of a word or phrase

defined in this Agreement have a corresponding meaning;
(iii) an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body
corporate and any government agency;
(iv) a reference to a clause, party, annex, exhibit or schedule is a
reference to a clause of, and a party, annex, exhibit and schedule
to, this Agreement and a reference to this Agreement includes any
annex, exhibit and schedule;
(v)

reference to any thing (including, but not limited to, any right)
includes a part of that thing but nothing in this Article XIX (B)(vii)
implies that performance of part of an obligation constitutes
performance of the obligation;

(vi) a reference to a document includes all amendments or

supplements to, or replacements or novations of, that document;
and
(vii) no provision of this Agreement will be construed adversely to a
party solely on the ground that the party was responsible for the
preparation of this Agreement or that provision.
R.

FORCE MAJEURE - In the event that LESSEE shall be delayed or

hindered in or prevented from the performance of any act other than
15

LESSEEs obligation to make payments of Rentals, additional rent, taxes

and other charges required hereunder, by reason of strikes, lockouts,
unavailability of materials, failure of power, restrictive governmental laws
or regulations, riots, insurrections, the act, failure to act, or default of the
other party, war or other reason beyond its control, then performance of
such act shall be excused for the period of the delay and the period for
the performance of such act shall be extended for a period equivalent to
the period of such delay. Notwithstanding the foregoing, lack of funds
shall not be deemed to be a cause beyond control of the Lessor.
S.

NON-WAIVER. - The failure of either Party to insist upon strict

performance of any of the provisions, terms and conditions of this Lease
shall not be deemed relinquishment or waiver of any right or remedy that
said Party may have nor shall it be construed as a waiver of any
subsequent breach or default.

T.

AMENDMENTS. - No change, modification or amendment in this

Agreement shall be effective unless it is in writing and signed by both
Parties.

U.

CONFIDENTIALITY The LESSOR shall bind itself not to disclose to any

third party the provisions of this Agreement and shall be liable to the
LESSEE for any damage or prejudice it may incur as a result of or due to
the disclosure of the provisions of this Agreement.

V.

NOTICES - Any and all notices or other forms of Communications required

or appropriate to be given under the terms hereof shall be given in writing
by prepaid registered mail or e-mail (or by prepaid registered airmail if
addressed to the Parties) at the addresses shown hereinabove or such
other later address as the party or Parties may specify hereafter in writing.

W.

REPRESENTATIONS AND WARRANTIES

warrants to the other that:

- Each Party represents and

a) it has full corporate power to enter into and perform its obligations
under this Agreement and authority to enter into this Lease
Agreement and perform their respective obligations hereunder and
that all necessary authorities, consents and approvals have been
obtained by the party responsible therefor; and
b) the execution, delivery and performance of this Lease Agreement
does not and will not violate any order, law or regulation of any
governmental authority, bureau of agency or of any court of law and
should any such inadvertent violation occur the parties agree that
such violation shall be remedied without prejudice to the other party
or of the Agreement.
X.

FURTHER ASSURANCES - Each party to this Agreement shall do all that

is necessary to perfect or complete the provisions of this Agreement as a
matter of absolute urgency.

Y.

SEVERABILITY - If any clause, sentence, paragraph or part of this

Agreement shall be adjudged or decreed by any Court, Board of
Arbitrators or competent authority exercising jurisdiction on the matter to
be invalid or unlawful, such judgment or decree shall not affect, impair or
invalidate the remaining provisions and obligations contained in this
Agreement. In other words, the declaration or judgment on nullity shall be
16

confined in its operation to the clause, sentence, paragraph or part

thereof directly held invalid in the controversy.
Z.

COUNTERPARTS - This Agreement may be executed by the Parties on

separate counterparts, each of which when so executed shall be an
original, and all of which shall together constitute one and the same
instrument.
Delivery of an executed signature page of a counterpart by fax or in
AdobeTM Portable Document Format (PDF) sent by email shall take effect
as delivery of an executed counterpart of this Agreement, and if either
method is adopted, without prejudice to the validity of such agreement,
each Party shall provide the others with the original of such page as soon
as reasonably practicable thereafter.

IN WITNESS WHEREOF, the Parties hereto have signed these presents this
________ day of _________________ at ____________________________.

NEGROS PH SOLAR INC.

AGRICULTURAL CORP.
Represented by:

FELISA

Maria Celia Ramona S. Monfort

Gonzales
President

Milagros

Represented by:
Sayson

(Lessor)

SIGNED IN THE PRESENCE OF:

______________________________

______________________________

17

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF

)ss

BEFORE ME, a Notary Public, for and in ______________________________, this ______

day of ______________________, personally appeared the following:

Maria Celia Ramona S. Monfort

[LANDLORD CO]
all known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary acts and deeds and the voluntary act of the Corporation which they
represent.
This instrument, consisting of twelve (12) pages, refers to a Lease Agreement
over a parcel of land covered by Transfer Certificate of Title No. ___________ of
the Register of Deeds of _________________ and is signed by the parties and their
instrumental witnesses on each and every page hereof.
Doc. No. _______;
Page No. _______;
Book No. _______;
Series of 2015.

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