MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and executed this 17th day of
December, 2015 in
Bulacan, Philippines, by and between:
WACUMAN INCORPORATED, a corporation duly organized and
existing by virtue of the laws of the Republic of the Philippines, with
office address at Sitio Tiakad, Brgy. San Mateo, Norzagaray, Bulacan,
Philippines, hereinafter referred to as WACUMAN and represented
by its President, MR. NOEL Y. LIM;
-andMUNICIPALITY OF SAN ILDEFONSO, BULACAN, a local government
unit duly organized and existing by virtue of the laws of the Republic of
the Philippines, with principal office address in Barangay Poblacion, San
Ildefonso, Bulacan, hereinafter referred to as LGU/CLIENT,
represented by its Mayor, GERALD J. GALVEZ.
WITNESSETH That:
WHEREAS, WACUMAN owns and operates a Sanitary Landfill, built and
operated in accordance to RA 9003 and RA 6969 and is a DENR-EMB
registered Final Disposal Facility for treated hazardous wastes with
Environmental Compliance Certificate (ECC) No. 03BU 0606 20 176120A and TSD Registration Certificate No. TR 03-14-0018;
WHEREAS, LGU is generating, recycling and hauling residual
municipal solid waste for disposal only and is looking for a sanitary landfill as
final disposal for such residual municipal solid waste;
WHEREAS, WACUMAN and the LGU are in agreement that the
former will only accept for final disposal of residual wastes (domestic
wastes) from the latter;
NOW, THEREFORE, for and in consideration of the above cited
premises and mutual covenants herein contained, the Parties do hereby bind
themselves and agree on the following TERMS and CONDITIONS, to wit:
I. CLIENTS UNDERTAKINGS AND OBLIGATIONS:
1. If CLIENT will do the hauling and transporting of its own wastes, it
shall continue to own and be responsible for the residual wastes it
has generated or produced within its premises during the said
hauling and transporting up to the time that the hauled and
transported wastes have been disposed of at the sanitary landfill
and finally certified by WACUMAN;
2. CLIENT shall likewise be responsible and liable for any claim, which
any party may have against it arising from any incident during the
course of hauling and transporting of its wastes prior to disposal at
the WACUMAN Sanitary Landfill facility;
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3. CLIENT guarantees that NO TOXIC and HAZARDOUS WASTES as

described in Republic Act 6969 shall be delivered to WACUMAN for
disposal. Otherwise, WACUMAN shall in NO WAY be responsible for
such toxic and hazardous wastes;
4. In the event that CLIENT, knowingly or unknowingly transports
TOXIC AND UNTREATED HAZARDOUS WASTES to WACUMAN, CLIENT
shall be penalized in the following manner:
a. FIRST OFFENSE issuance of a Warning Notice demanding
that all such TOXIC and HAZARDOUS WASTES be brought back
immediately to the premises of CLIENTs facility at its own
expense with the imposition of a penalty charge amounting to
P25,000.00;
b. SECOND OFFENSE issuance of STERN WARNING demanding
that all such TOXIC and HAZARDOUS WASTES be brought back
immediately to the premises of CLIENTs facility at its own
expense with the imposition a penalty charge amounting to
P50,000.00;
c. THIRD OFFENSE termination of MOA with the payment of a
penalty charge of P100,000.00.
5. CLIENT must inform WACUMAN of the schedule of disposal and
details of the wastes to be disposed at least two (2) days before the
actual delivery;
6. CLIENT shall ensure that all the wastes to be delivered are properly
handled, labeled and packed. All vehicles should always be in good
running condition and must be equipped with the necessary tools
and safety devices in case a break down occurs;
7. CLIENT shall mitigate and minimize odor proliferations en-route to
the sanitary landfill. Any complains relative to this shall be the sole
liability of the CLIENT, including any such expense for such
facilitation;
8. CLIENT, its agents, representatives and employee shall assist,
promote and maintain peace and order at all times and shall
suppress the commission of illegal acts within the premises of
WACUMAN. Any act or omission committed by
CLIENTs agents, representatives and employees causing damage
and prejudice to WACUMAN shall be CLIENTs responsibility with no
waiver on the part of WACUMAN to file any Criminal Case against
such erring agent, representative or employee in case any criminal
act or offense be committed;
9. CLIENT shall be responsible for the training of its employees to
assure a smooth and safe hauling and transporting of wastes and
other materials inside WACUMANs premises. Any liability arising
from the negligence or recklessness CLIENTs employees, agents or
representatives shall be the sole responsibility of the CLIENT even if
the same occurred within WACUMANs premises;
10.

CLIENT

shall

answer

for

damages

and

pilferages

inside

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WACUMANs facilities if the acts were committed by its agents,

representatives or employees and such culpability have been
proven beyond reasonable doubt. CLIENT shall be allowed to
conduct an independent assessment of all the damages incurred
prior to the finalization of the amount of the damage. An amicable
resolution of any dispute shall be the primary option is case of any
conflict between the Parties.
11. CLIENT for the disposal of RESIDUAL WASTES shall provide
WACUMAN with a DELIVERY RECEIPT for every disposal. However,
in cases of disposal of TREATED WASTES, a WASTE TRANSPORT
MANIFEST to WACUMAN shall be necessary at all times for every
disposal;
12. CLIENT shall be prohibited from offering or agreeing to give to
any of WACUMANs officers and employee/s and or their relatives up
to the 3rd degree of consanguinity or affinity, any gift/s, commission
or consideration of any kind as an inducement or reward or giving
personal favor to said WACUMAN officer and employees, or said
relatives, or for agreeing to do or for doing or for having done any
action that will or shall influence a decision in favor of the CLIENT or
in any way to secure undue advantage or favor from said WACUMAN
officers or employees
in
connection
with
CLIENTs
dealings/business relation with WACUMAN.
II. WACUMANS UNDERTAKINGS AND OBLIGATIONS:
1. WACUMAN
shall
allow
only
authorized
officers,
agents,
representatives and employees of the CLIENT to transact business
with WACUMAN in the capacities related to their position. It shall be
a pre-requisite that any such officer, agent, representative or
employee show proof that he/she has the authority to act for and on
behalf of the CLIENT specifically for the transaction/dealing with
WACUMAN;
2. WACUMAN shall ensure and guaranty the safety of CLIENTs
employees and vehicles while within the vicinity of its facility.
However, if any accident or damage be incurred due to the act and
omission of CLIENTs employee, agent or representative, WACUMAN
shall in no way be liable for all the resulting damages;
3. WACUMAN shall ensure and guaranty that CLIENTs wastes shall be
disposed properly immediately upon disposal with the covering of a
layer soil. Further, WACUMAN assures CLIENT that there shall be no
excavation of its waste upon disposal;
4. WACUMAN and CLIENT shall both comply with all the pertinent and
applicable provisions of R.A. 9003 and R.A. 6969 and its
implementing rules and regulations;
5. WACUMAN shall comply with DENR-EMB policies and guidelines in
the final disposal and management of TREATED WASTES as
stipulated in its TSD Registration Certificate No. TR 03-14-0018.
However, such compliance shall not be necessary in cases of
disposal of RESIDUAL WASTES ONLY;
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6. WACUMAN shall issue the corresponding Certificate of Waste

Disposal to the CLIENT copy furnished DENR-EMB within seven (7)
business days upon payment of the corresponding disposal fees;
7. WACUMAN shall not allow the Clients of LGU to directly dispose
their wastes at WACUMANS Sanitary Landfill without securing the
prior written consent of _______________________________________.
III.DURATION AND TERMINATION OF CONTRACT:
This MEMORANDUM of AGREEMENT (MOA) shall be valid for a period of
one (1) year from December 17, 2015 up to December 17, 2016
unless extended or terminated by both Parties before its expiration
with a WRITTEN NOTICE to be furnished at least thirty (30) days from
the date of intended termination of the MOA. Furthermore, WACUMAN
has the option not to renew the MOA after upon its expiration if LGU
does not make a single disposal of its waste materials at WACUMAN
Sanitary Landfill within the MOA period.
IV. CONDITIONS AND TERMS OF PAYMENT
WACUMAN shall submit a Statement of Account to LGU based on
the amount and weight of wastes transported to the Landfill Facility
within three (3) days from the date of disposal with the price and
terms of payment as stated in the Approved Quotation, a copy of
which is made an integral part of this agreement and attached hereto
as Annex A.
The amounts stated in Annex A may be changed by the Parties
through a subsequent Written Addendum or Amendment voluntarily
and mutually agreed upon by them. No changes may be effected
without such written agreement having been executed.
Furthermore, any delayed payments shall be subjected to a penalty
interest in the rate of Three Percent (3%) for every 30 days after the
payment has become due and demandable with such interest to be
compounded to the principal accountability.
V. CONFIDENTIALITY OF INFORMATION
1. Any publicity in connection with this Agreement shall be subject to
the prior consent of both parties.
2. Each party shall take proper steps in keeping the confidentiality of
information disclosed or obtained pursuant to or as a result of this
Agreement. Likewise, all parties shall only be authorized to divulge
the same or any portion or part thereof to any third party only on a
need-to-know basis, except to the extent that any such
information becomes public due to no fault by any party. Upon
termination of this Agreement, each party shall return to the other
party any instrument and/or written data (without retaining copies
thereof) to the other party. This provision shall survive the lifetime
of this Agreement and shall be considered binding upon the Parties
such that any violation thereof may give rise to a cause of action
against the erring party;
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3. Confidential information shall mean all information or data

(including all oral or visual information or data recorded in writing or

in any other medium or other methods) relating to the business,
products, or operation of either party, disclosed or obtained by one
party from the other or during the pursuance of this agreement,
without prejudice to the generality of the foregoing definition. The
term Confidential Information shall include, but shall not be limited
to (a) any information ascertainable by the inspection of analysis of
the samples, (b) any information relating to the partys operations.
VI. GENERAL PROVISIONS
1. The Parties mutually agree to review the disposal cost as provided
in the Approved Quotation on a semi-annual basis and thereafter
negotiate in good faith the cost adjustments, if any, considering the
prevailing market rates and other market-generated factors.
2. If any of the provision herein shall be declared null and void or
illegal, the validity of the other provisions of this Agreement shall
not be affected and shall thereby be considered valid and binding
upon the Parties;
3. This Agreement shall constitute the entire agreement between the
parties and shall supersede all previous communications whether
deduced in writing or made orally. Representations, understanding
and agreements, either oral, written, between the parties or any of
their officials or representatives with respect to the subject matter
thereof shall not be effectual unless contained in this agreement or
any subsequent addendums or amendments in writing duly
executed by both parties.
4. Each party shall defend, indemnify and hold harmless the other
party, its officers, directors, employees, agents and representatives
from any and all claims, losses, damages, liabilities, costs,
expenses, or suits for injury to persons, damages or loss of
properties, arising or resulting from any breach of their individual
warranties made as embodied in this MOA or due to negligence or
recklessness of their respective agents, representative or
employees;
5. The Parties also agree that both shall exert utmost efforts in settling
any dispute amicably and peacefully. In the event that the parties
are unable to settle the dispute amicably and resort to any judicial
relief be made in order to enforce any of the parties rights and/or
the terms and conditions of the Agreement, the Aggrieved Party
shall be entitled to recover ATTORNEYS FEES from the Defaulting
Party in the amount equivalent to TWENTY-FIVE PERCENT (25%) of
the amount claimed in addition to the Cost of Suit and other
litigation expenses, which the law and the court may deem
reasonable to award.
6. The terms and conditions of this Agreement and the Parties
performance hereunder shall be governed by and in accordance
with the laws of the Republic of the Philippines. The venue of any
and all the disputes arising in connection with this Agreement shall
be exclusively lodged in the competent court(s) of Quezon City,
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Metro Manila, Philippines.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of 17th day of
December, 2015 in Bulacan, Philippines.
WACUMAN INCORPORATED
BULACAN
As represented by:

LGU OF SAN ILDEFONSO,

NOEL Y. LIM
President

GERALD J. GALVEZ
Municipal Mayor

As represented by:

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES
CITY OF __________________

)
) S.S.

BEFORE ME, a Notary Public for and in the City of

_________________________, this __________________, 2015 personally appeared
the following:
NAME

CTC/PASSPORT NO.

DATE & PLACE ISSUED

NOEL Y. LIM
GERALD J. GALVEZ

LIC# N02-90-128694
SSS#33-5845939-7

all known to me to be the same persons who executed the foregoing

Memorandum of Agreement, consisting of SIX (6) pages including the page
on which this Acknowledgment is written, and which they also acknowledged
to me as their free and voluntary act and deed as well as that of the
corporation therein represented.

Doc. No. ______

Page No.______
Book No.______
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Series of 2015.

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