CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL is made and entered into by and between:

DENCITO CAMPAÑA married to BELLA J. CAMPAÑA,

VILLACENA CAMPAÑA _______________________________, MISTICA
CAMPAÑA _______________________________, LENITO CAMPAÑA
_______________________________, FERNANDO CAMPAÑA
_______________________________, and ISABELITA CAMPAÑA
_______________________________, all of legal ages, Filipinos, and with
residential address at ___________________________________________,
(hereinafter referred to as, the SELLERS);

-And-

WITNESSETH, THAT:

WHEREAS, the SELLERS are the registered co-owners of a parcel of land in fee simple
denominated as Lot No. 324 of the San Francisco de Malabon Estate as shown on Plan FRS-
04-005213, L.R.C. Record No. 5964 Province of Cavite, situated in Brgy. Poblacion, Mun. of
Gen. Trias, Province of Cavite, with an area of THIRTY TWO THOUSAND SEVEN HUNDRED
THIRTY ONE (32,731) SQ. METERS, more or less, hereinafter referred to as the subject
“PROPERTY”, bearing the following technical description:

xxx xxx xxx

Transfer Certificate of Title (TCT) No. T-10004

xxx xxx xxx

 WHEREAS, for and in consideration of the amount of FORTY MILLION NINE
HUNDRED THIRTEEN THOUSAND SEVEN HUNDRED FIFTY PESOS (PhP40,913,750.00),
Philippine currency, the SELLERS offered to sell and the BUYER has offered to buy a portion
of the subject PROPERTY with an area of Sixteen Thousand (16,365.50) sq. meters (more
or less) at PhP2,500.00/sq. meter, under the following terms and conditions, to wit:

1. Other than the possible adjustment in the total contract price, based on the actual
and final survey of the lots by the parties and the stipulations herein agreed upon,
the selling price shall be a total of FORTY MILLION NINE HUNDRED THIRTEEN
THOUSAND SEVEN HUNDRED FIFTY PESOS (PhP40,913,750.00), Philippine
currency.

2. A down payment, equivalent to SEVEN MILLION PESOS (PHP7,000,000.00)

Philippine currency, shall be paid by the BUYER to the SELLERS upon the execution
of this contract and upon submission of the following documents in relation to the
Property, which shall either be original or certified true copy, unless otherwise
indicated, to the BUYER:

a. Certified True Copy of Title;

b. Latest Tax Declaration;
c. Real Estate Tax Receipts and Tax Clearances (updated);
d. Affidavit of Non-Tenancy by the SELLERS;
e. Certification from the Provincial Agrarian Reform Office regarding the identity
of the farmer-tiller of the Property;
f. Certificate of Aggregate Landholdings of the SELLERS issued by the Provincial
Assessor;
g. Certification issued by the Department of Agrarian Reform (DAR) attesting to
the fact that no notice of coverage had been issued in the property;
h. Certification issued by the National Irrigation Authority (NIA) stating that all
dues are settled, together with the payment receipts issued by NIA;
i. Special Power of Attorney by SELLERS to representative, whenever
applicable;
j. Special Power of Attorney in favor of the BUYER for conversion purposes;
k. Copy of valid government issued Identification Card of the SELLER and her
spouse (if married);
l. Tax Identification Number (TIN) of the SELLERS and spouse (if married);
m. Upon signing, the Parties shall jointly place the Original Owner’s Duplicate
Copy of Title in a safety deposit box they deem appropriate. The cost incurred
for the safekeeping of the title shall proportionately shouldered by the Parties;

3. The balance of THIRTY THREE MILLION NINE HUNDRED THIRTEEN

THOUSAND SEVEN HUNDRED FIFTY PESOS (PhP33,913,750.00), Philippine
 currency, shall be paid by the BUYER to the SELLERS within a period of six (6)
months, at an amount of FIVE MILLION SIX HUNDRED FIFTY TWO THOUSAND
TWO HUNDRED NINETY ONE PESOS & 67/100 (PHP 5,652,291.67) Philippine
currency per month. The payment of the first monthly amortization shall be given
to the BUYER after 30 days from the signing of this contract and compliance with
the requirements in Section 2 hereof, provided further that the following
requirements/ documents in relation to the Property will be fully complied with or
submitted by the SELLERS prior to full payment, which shall either be an original
or certified true copy thereof, unless otherwise indicated, to the BUYER:

a. Cause the removal of any and all informal settlers, tenants, structures,
improvements, plantations and the like as to render the Property a bare lot,
the cost of which shall solely be for the account of the SELLERS;
b. Cause the cancellation of any and all annotations, encumbrances or liens over
the Property, the cost of which shall solely be for the account of the SELLERS;
c. Conduct a joint verification survey over the Property. Any adjustment in the
price may be reflected in any succeeding amount due, after the completion of
the inspection and survey;
d. Certified True Copy of the Certificate of Title and Tax Declaration of the
Property in the name of the living SELLERS dated on the month full payment
is due;
e. Certificate of No Improvement issued by the Municipal Assessor;
f. Letter addressed only to the incumbent Mayor where the Properties are
located, signifying the intention to re-classify the Properties from Agricultural
to Non-Agricultural land;
g. Letter addressed to the NIA manifesting SELLERS’ decision to stop agricultural
activities thereon and consequently request to stop the assessment of
irrigation fees;
h. Updated NIA Certification of no outstanding dues;
i. Copy of the Certificate Authorizing Registration (CAR) issued by the Bureau of
Internal Revenue for the settlement of estate of deceased SELLER and/or her
ascendants, whenever applicable;
j. Release of Original Title from Safety Deposit Box;
k. Duly executed Deed of Absolute Sale in favor of the BUYER and/or its assigns;
l. Acknowledgment Receipt of full payment;
m. Comprehensive Special Power of Attorney in favor of the BUYER and/or its
assign/s;
n. Execution of and/or rendering assistance in the processing of documents for
the conveyance of the property from the SELLERS to the BUYER, as necessary
or convenient, including those required by the appropriate government
office/s for the conversion of the Property

4. Pending the transfer of ownership and possession of the Property to the BUYER,
any portion of the Property which; (a) will be expropriated by the government; (b)
has a creek, irrigation canal and/or having an easement; or (c) such portions which
cannot be used by the BUYER as determined during the Joint Inspection Survey,
(referred to as “Unusable Portion”), shall not be paid by the BUYER but shall, for
expedience of transfer and registration, be included in the conveying document
from the SELLERS to the BUYER, at the latter’s sole discretion. Further, should there
be any Unusable Lot or a sudden decrease or increase in the usable area as
determined by the joint actual inspection and survey of the property, the purchase
price herein shall likewise be adjusted bearing in mind, among others, the agreed
price per square meter herein. However, should the decrease of the usable lot be
extraordinary or at least 50% of the area as shown in the title, the BUYER has the
option to either cancel the instant contract or reduce the per square meter price of
the lot as may later on be agreed upon by the parties.
5. The BUYER shall be responsible for the following taxes and fees for the transfer of
title from the SELLERS to the BUYER: (a) Documentary Stamp tax; (b) Transfer Tax;
(c) Capital Gains Tax; and (d) Broker’s Commission;

The SELLERS, on the other hand, shall be responsible for the following (a) tenant’s
disturbance compensation, if any; (b) NIA accountabilities, if any; (c) Real Property
Tax until the execution of the Deed of Absolute Sale; (d) Cancellation of legal
encumbrances annotated on the title, if any; and (e) Estate tax and such other
expenses necessary to transfer the title of the Property to the SELLERS, if any;

6. The parties have negotiated the above purchase price based on the following
representations of the SELLERS:

a. It has full power and authority to make, execute, and deliver this contract and the
same constitutes a valid and legally binding obligation enforceable in accordance
with its terms.

b. The SELLERS warrant that the property is not subject to any agrarian reform
program of the government.

c. The BUYER may lawfully enter and take full and complete possession of and
develop the property.

d. The SELLERS has no knowledge of any law, ruling, regulations, or facts

attributable to, and in connection with, their title to the property, or to their right
to transfer the same which will, upon transfer of, or payment for the property,
prevent the BUYER from receiving good and valid title to the property, free from
and clear of any and all liens, encumbrances, easement, charges and claims of third
parties.

e. The SELLERS are not aware of any impending or threatened action or proceedings
with respect to the subject property.

f. All real property taxes and assessments due to the government have been paid by
the SELLERS until the execution and submission of the Deed of Absolute Sale.

g. The SELLERS likewise undertake that the subject property shall no longer be
offered and transacted with any person, other than the BUYER or BUYER’S duly
authorized representative/s.

7. The foregoing warranties and representations shall in no way limit the warranties
of a Seller under the Law of Sales. Each representation and warranty are deemed
to be a separate representation and warranty, and the BUYER has placed complete
reliance thereon in entering into this contract.

8. The representations and warranties of the SELLERS shall survive the execution and
delivery of this contract. Any investigation and examination by or on behalf of the
BUYER shall not operate as a waiver of any breach of representation or warranty.
No waiver shall be valid unless made in writing by the BUYER, and any waiver of
any term or condition of this contract shall not operate as a waiver of any other
breach of such term or condition, nor shall any failure to enforce any provision
hereof operate as a waiver of such provision or any other provision hereof.
 9. The waiver by any party of a breach by the other party of any of the provisions of
this Agreement shall not be construed as a waiver by the non-breaching party of
any succeeding breach by the breaching party of the same or other provisions. The
delay or omission by any party in exercising any right that it may have under this
Agreement shall also not operate as a waiver of any breach or default by the non-
breaching party.

10. Should any stipulation, provision or any part of this Contract to Sell be declared
unenforceable or void by any court order or judgment, the other stipulations and
provisions shall not be affected and shall remain valid and in full force and effect.

11. This Contract to Sell shall be valid and binding upon the heirs, executors,
administrators, successors and assigns of both parties.

12. In case of court litigation, the parties agree to submit the same to the jurisdiction of
the proper court of Cavite to the exclusion of other courts. Each party herein shall
bear their respective legal costs and fees.

IN WITNESS WHEREOF, the parties have hereunto set their hands in

________________________, Philippines, on this ________ day of __________________________.

DENCITO CAMPAÑA VILLACENA CAMPAÑA

Conforme: MISTICA CAMPAÑA

Bella J. Campaña
LENITO CAMPAÑA

FERNANDO CAMPAÑA

ISABELITA CAMPAÑA

-SELLERS-

-BUYER-

Signed in the presence of:

__________________________________________ __________________________________________
 ACKNOWLEDGEMENT
BEFORE ME, a Notary Public for _____________________, on this _______ day of
_______________, personally appeared the following persons, who exhibited to me their
respective proof of identity as follows:
Name Valid Proof of Identification

known to me to be the same persons who executed the foregoing CONTRACT TO SELL
consisting of six (6) pages, including this page whereon this acknowledgment is written,
signed by the parties, and they acknowledged to me that the same is their own voluntary act
and deed.
IN WITNESS MY HAND AND SEAL on the date and at the place first above-written.

Doc. No. _______;

Page No. _______;
Book No. _______;
Series of ________.