koreo R/N 301, 62,Seokno-ro, Sangnok-gu, Ansan—si, Gyeonggi—do, 15797, KOREA

T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.10.3J

37.1008
E—mail I xorea@km—korea.net www.km-korea.net

June 24,2022

SDV GROUP HOLDING CORPORATION

Republic of the Philippine
OFFICE OF THE PRESIDENT
ZAMBOANGA CITY SPECIAL ECONOMIC ZONE AUTHORITY
San Ramon, Zamboanga City Philippines Tel:+639564492201
Email: sdvgroupholding@gmail,com

¥
Attention: DR. SOLOMON D. VILLAPLAZA
Chairman & CEO Through: MR.JONG PIL MIN
Managing Director
, Re: PROPOSE SDV INDUSTRIAL ECONOMIC ZONE,
+132.0 Has. In Balamban, Cebu
Master Planninand Site Develo ment PlanninConsultancServices

k Dear Sir/s:
We are please to submit out proposal for Professional Master Planning and
Site Development Planning Consultancy Services in connection with the project
referenced above located at Municipality of Balamban, Cebu Province.
This agreement is by and between KM KOREA (CONSULTANT) and SDV GROUP,
HOLDING CORPORATION, represented by its chairman and & CEO, Dr. Solomon D.
Villaplaza (CLIENT) represented by its Managing Director,Jong Pil Min.
 koreo R/N 301, 62.Seokno-ro, Sangnok-gu, Ansan—si, Gyeonggi—do. 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.10.3137.1008
E-mail | korea@km-korea.net www.km—korea.net
I SCOPE OF
SERVICES

A. Approach Statement
1. For the subject parcel approximately + 132.0 Hectares, KM KOREA shall
prepare Professional Master Planning Design and Site Development Planning
Services which will define the CLIENT’s development objectives for the
proposed use of the parcel, The Integrated Balamban SDV Industrial
Economic Zone Development.
2. The extent of the subject parcel is indicated on the given proposed
property’s concept Graphic Site Development Concept and target alignments
as provided by the CLIENT.

B. Background Studies

Upon written authorization and issuance of Notice — to - Proceed / Acceptance

of this agreement by the CLIENT to begin work, KM Korea shall:

1. Visit the project site and become familiar with overall characteristics of the
proposed project site & surrounding and relationship to the surrounding and
adjacent properties for planning and design purposes.
2. Meet with the CLIENT, their appointed Representative/s and other appointed
consultants at site to discuss the general range of development
opportunities and expectations in relation to the proposed project.
3. Review available existing pertinent data, provided by the CLIENT, in the form
of base maps, aerial photographs, engineering controls, planning reports and
projections and preliminary land and use and adjacent As-Built Site
Development Plans, Architectural and Engineering plan(s) available, if any.
4. Meet informally with appropriate governmental agencies, especially the Dept.
of Agriculture, DENR, their consultants and officials relative to current land
use controls and restrictions. All meetings or contract will be coordinated with
the CLIENT or his designated representative (s).
5. Meet with and coordinate KM Korea's work with the CLIENT’s designated and
appointed project consultants.

C. Site Analysis and Evaluation

 koreo
R/N 301, 62,Seokno-ro, Sangnok-gu, Ansan—si. Gyeonggi-do, 15797,
KOREA T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M
82.10.3137.1008
E-mail | korea@km-korea.net www.km-korea.net

1. On the basis of background studies, on-site investigations, Existing Structure

investigation; base maps and special information provided by the CLIENT and
other project consultants KM Korea shall consider and evaluate the following:

1. Cultural Factors:
(1) Property configuration.
(2) Relationships to adjoining land and community
developments, its parcels’ identifications.
(3) Major and minor access potentials and limitations
(4) Requirements and limitations in the form of easements,
zoning controls, assessment districts, etc.
(5) Special districts, the existing Land us & zoning program.
(6) Public Government facilities and adjoining developments,
if any.
(7) Views, visual characteristics and scenic factors.
(8) Existing on-site development (s), (As-Built Plans & Site Dev’t
Layouts), if any.
(9) Existing utility locations, i.e., Electricity/water/drainage, av
availability and ea9ements (As-Built Plans & Site Dev’t
Layouts), Road Network/s & Access ways.
(10) Recreation and open spaces a9 required.
(11) Archaeological or historic data (if required).

2. Natural Factors

i. Natural Topography, slopes and orientations.

ii. Soils and geological factors.
iii. Hydrology, drainage patterns.
iv. Existing water bodies, ocean/creeks/river/pond/outfalls/depressed
area/s and shorelines (if any).
v. Existing Tree covers and vegetations.
vi. Climate and wind factors.
vii. Wildlife habitat considerations (if any).

2. Summarize significant data from the above by (a) composite map (s), diagram
(s) and supplementary visual displays, aerial photographs, to indicate the
landscape and environmental opportunities and limitations of the site.
 Mkoreo R/N 301, 62,Seokno-ro, Sangnok-gu, Ansan-si, Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.J0.3137.1008
E-mail I korea@km—korea.net www.km—korea.net

3. Identify the interaction of the above site characteristics with the

proposed development’s concept program.

D. Programming and Alternative Site Development Plans

1. Evaluate the CLIENT's program of development (collaboratively with the

Engineers) in order to understand the relationships between land uses,
circulation needs and utility requirements as per Existing Structure/s to be
utilized (as approved).
2. With CLIENT, explore alternative Land Use Plans with an assessment of
advantages and disadvantages to enable preparation of a tentative
physical development program in terms of land use categories,
quantities and incrementation.

E. Land Use and Master Plan

1. Definition of overall land uses.
2. Vehicular circulation systems, major access points, roadways and
emergency vehicular access.
3. General location, density, character and extent of each potential land use.
4. Recreation, open space and natural resource relationships.
5. Grading concepts.
6. Water Bodies, for Port/Harbor Container Yard/Piers/Jetty/Aquatic-
Amphibian Air & Boar Taxi’s, Ponds etc.
7. Major Community Facilities and its required New Structures location/s.
8. Parking and Drop-off's/ Driveways, Eco-Zone Main Entrance & Secondary
Entrances.
9. The Proposed Industrial Zone Facilities & other structures.
10. Major planting areas and plant massing.
11. Relationship to adjacent uses and developments.
12. Drainage Outfall/s location and identifications.
13. Statistical data on area usage, densities, yield and phasing.
14. Conceptual Perspectives and images (Bird’s Eye View and Eye
View level) on the Proposed developments.

F. Site Development Plan

Upon the CLIENT’S review and approval of a preferred Land Use and Master
Plan, KM Korea shall prepare an overall Site Plan and New Site
Development Plan to complement the whole proposed Site Development
plans and existing
 Mkoreo
R/N 301, 62,Seokno-ro, Sangnok-gu, Ansan—si, Gyeonggi-do, 15797,
KOREA T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M
82.10.3137.1008
E-mail I korea@km-korea.net www.km-korea.net

structures on-site that is suitable for presentation, which shall include the
following:
1. Character and design motif of the proposed Development.
a. Over-all Site Development Master Plan.
b. Thematic Architecture Design for Main Entrance/Secondary
Entrance, SDV HQ and required Community Facilities.
c. Site Development Plan/s and Zoning
d. Diagrammatic Profiles/grading Elevations and Perspectives (if
needed).
2. Relationship to each and every proposed structure and facility.
3. Roadways, Vehicular access, Parking and Vehicular circulation, including
Emergency vehicular access.
4. Main and Secondary entrances design and setting for the project’s
identity signage.
5. Streetscape design including prototypical street cross sections, planting,
strips, median island treatment, lighting & signage and street
furnishings.
6. Pedestrian circulation systems.
7. Definition of major areas and open spaces.
8. Open Spaces/Green areas & Facilities.
9. Site structure, landform and conceptual grading.
10. Confirmation of Lot sizes, its frontage & depth.
11. Recreational Facilities of the development.
12. Phasing of works development.
13. Budgetary Costing (Assistance to Quantity Surveyor Consultant).

G. Development Guidelines

Upon CLlENT’s review and approval of the above planning documents, a

development guidelines documents shall be prepared. These documents shall
include text and graphics which would guide prospective developers, locators
and/or users in the uniform accomplishment of the desired design concepts.
Subject covered shall include:

1. Approved land use and zoning type.

2. Development rations, density, massing and form.
3. Building setbacks and easements/line and grade (restriction proposals).
4. Open space, site amenities and Eco-Zone Facilities.
5. Parking and vehicular circulations.
6. Pedestrian circulations.
 Mkoreo
R/N 301, 62,Seokno-ro, Sangnol‹-gu, Ansan-si, Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.T0.3137.1008
E-mail | korea@km-korea.net www.km—korea.net

7. Vehicular & Pedestrian and Street Lighting

8. Architectural Guidelines (if necessary), Glossary of Design Restrictions.
9. Landscape Architectural Design Guidelines.
These documents shal! be suitable for inclusion into covenants, conditions
and restrictions and provided as an electronic digital data ready for
reproduction by the CLIENT.

H. Special Illustrative Plans and Materials

Special presentation graphics such details plans, Animation Graphics

presentations, hi-resolution perspectives, for Marketing Purposes, references
for table-top models or displays for Marketing, shall be Extra Services or
Reimbursable Costs, as appropriate. Such services or costs shall be
approved in advance by the CLIENT.

I. Meetings and Plans Revisions

1. Meetings with the CLIENT and other project consultants during the course
of the work for understanding and coordination shall be limited to Ten (10)
meetings at site. Additional extra meetings shall be considered extra
services and the consultant will be charge an additional fee of
US$1,000.00 for each meeting session required at site.
2. Public meetings or presentations to local public agencies shall be limited
to Five (5) meetings. Additional meetings or continuing consultation with
three agencies shall be Extra Services as defined in item 1.0 Section I.
3. Presentation to in-house management groups or corporate boards shall
be limited Ten (10) meetings. Additional presentation shall be extra
services as defined in item 1.0 section I.
4. Time required for plan changes, additions or revisions due to program
changes by the CLIENT or due to conditions of approval imposed during
the course of the public approval process shall be treated as extra
services which will be agreed upon to the Client in writing.

J. EXCLUSIONS TO SCOPE OF SERVICES

CLIENT shall provide the following information or services as required for the
performance of the work. Should KM Korea be required to provide services in
obtaining or coordinating compilation of this information, such servicers shall be
 koreo
R/N 301, 62,Seokno-ro, Sangnok—gu, Ansan—si, Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M
82.10.3137.1008
E-mail | korea@km-korea.net www.km—korea.net
7. Vehicular & Pedestrian and Street Lighting
8. Architectural Guidelines (if necessary), Glossary of Design Restrictions.
9. Landscape Architectural Design Guidelines.
These documents shall be suitable for inclusion into covenants,
conditions and restrictions and provided as an electronic digital data
ready for reproduction by the CLIENT.

H. Special Illustrative Plans and Materials

Special presentation graphics such details plans, Animation Graphics

presentations, hi-resolution perspectives, for Marketing Purposes, references
for table-top models or displays for Marketing, shall be Extra Services or
Reimbursable Costs, as appropriate. Such services or costs shall be
approved in advance by the CLIENT.

I. Meetings and Plans Revisions

1. Meetings with the CLIENT and other project consultants during the
course of the work for understanding and coordination shall be limited
to Ten (10) meetings at site. Additional extra meetings shall be
considered extra services and the consultant will be charge an
additional fee of US$1,000.00 for each meeting session required at
site.
2. Public meetings or presentations to local public agencies shall be
limited to Five (5) meetings. Additional meetings or continuing
consultation with three agencies shall be Extra Services as defined
in item 1.0 Section l.
3. Presentation to in-house management groups or corporate boards
shall be limited Ten (10) meetings. Additional presentation shall be
extra services as defined in item 1.0 section I.
4. Time required for plan changes, additions or revisions due to
program changes by the CLIENT or due to conditions of approval
imposed during the course of the public approval process shall be
treated as extra services which will be agreed upon to the Client in
writing.

J. EXCLUSIONS TO SCOPE OF SERVICES

CLIENT shall provide the following information or services as required for

the performance of the work. Should KM Korea be required to provide
services in obtaining or coordinating compilation of this information, such
servicers shall be
 koreo R/N 301, 62,Seokno-ro, Sangnok—gu, Ansan—si, Gyeonggi-do, 15797,
KOREA T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M
82.10.3137.1008
E-mail | korea@km—korea.net www.km-korea.net
charged as Extra Services. KM Korea assumes no responsibility for the
accuracy of such information or services, may rely on the accuracy of such
information, and shall not be liable for errors or omissions therein.

a. Legal descriptions of property.

b. As-Built Plans of Existing adjacent Structures and
investigations (if required).
C. Existing site engineering and utility base information (if needed).
d. Site Environmental Data required for planning processing.
e. Environmental impact study (if necessary) and Environmental Compliance
Certificate (ECC).
f. Economic or market analysis.
g. Engineering component of site development (existing layouts), if
there’s a need.
h. Tree Survey and Green Covers.
i. Table Top Models.
j. Animation/Walk Thru Presentation.

II DESIGN TIME TABLE & DURATION

The Master Planner and Architect shall submit a design program for this
scope in consonance with the Client, and other Consultant’s schedule for
client’s approval.

III FEES AND TERMS

a. An agreed fee drawdown will assume the works that will be carried out from
commission to completion, as guided by the developer’s program as each
stage is finalized, and approved by the Client, an interim fee statement will
be issued for settlement in Ten (10) working days.
b. The Lump Sum Professional Fees for the following Scope of Works for
this Contract Agreement shall be:
1. Integrated Master Planning of Ecozone. US$1,320.000.00
2. Overall Site Developmental Plan. $600.000.00
3. Land Survey/Establishment and Confirmation for
boundaries plus research of Legal Lot $100,000.00
documents.
 koreo
R/N 301, 62,Seokno-ro, Sangnok—gu, Ansan-si, Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.JO.3137.1008
E-mail ] korea/0km—korea.net www.km-korea.net

4. Aerial Survey (Drone). 3-D and

Topography/levels & existing grades and Tree $245,000.00
Survey identifications,
+ 132 has.
5. Bathymetric & Sounding Survey in Ocean Bed/s, $245,000.00
(1.0 km from Shoreline)

6. Geo-Science Soil Investigation

Analysis/Boring Tests for; “Land Base, + 132 $420,000.00
Has. X 2- Boreholes/Ha
*Ocean Base area, + 20 Has. X 2-Boreholes/Ha $80,000.00
7. Environmental Compliance Certificate (ECC) for
the Eco-Zone Development (By Other Consultant/s)
8. Preliminaries;
“ KM Korea’s Balamban office complete with
Furniture/Equipment/Machineries & other office $450,000,00
Supply Materials.
*Mobilization/ Demobilization
”Office Rental Maintenance/utilities for 6-mos.
*Direct & Indirect Expenses; i.e., (To be provided by
accommodations/ the Client)
meals-Foods/airfares/transport expenses/etc.
“ Two (8) SUV service vehicles and
Maintenance support

TOTAL US$3,560.000.00

c. The following Fee Drawdown and Billing Schedule will apply:

1.Integrated Master Planning &Site Development Plan US$ 1,920,000.00

• Upon Acceptance and /Execution of Agreement 30% US$576,000.00
• Upon Submission of Pre-Final Designs 40% US$768,000.00
• Upon Submission of Final Design Drawings 30% US$576,000.00
 korea
R/N 301, 62,Seokno—ro, Sangnok—gU, Ansan-si, Gyeonggi-do. 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.10.3137.1008
E-mail | korea@km-korea.net www.km—korea.net

US$ 1,920,000.00
GRAND TOTAL (VAT Exclusive)
2.Engineering Components needed for the Planning Stage and
Preliminaries US$ 1,540,000.00
(Surveying-Land base & aerial/Bathymetric-Sounding/Geo-Science
investigation analysis-Boring Test)
• Upon Acceptance and /Execution of Agreement 50% US$ 770,000.00
• Upon Submission of Pre-Final Designs 30% US$ 462,000.00
• Upon Submission of Final Design Drawings 20% US$ 308,000.00
GRAND TOTAL US$1,540,000.00
(VAT Exclusive)

• For all of the above phases of work payments are due upon receipts of billings.
• Please make checks payable to KM korea and/or to Jong Pil Min
• All of the amount stated are Exclusive of VAT and Withholding Tax.

d. Deliverables

• Integrated Master Plan of Ecozone.

• The Site Layout and Master Plan with Perspective & images of Ecozone
Community Facilities, i.e., SDV HQ, Main Entrance/Secondary Entrances,
Gateway Structure, Signage feature/s, Fence design, open spaces/Parks,
institutional structures, Welcome Center/Lounge and Showrooms, STP
Landscape treatment, Waste Management Treatment area, Sport’s Courts and
other Ecozone Common Area Facilities.
• Thematic Architecture Design of Ecozone Common Facilities.
« Site Development Layout Plan (overall and B low-up areas on Ecozone Common
Facilities).
• Surveying Works:
o Land Base (Boundaries)
o Aerial (3D/Tree Survey/Topography).
o Bathymetric & Sounding Survey, 1.0 KM from Shoreline.
o Geo-Science Soil investigation Analysis & Boring Tests.
o Site Profiling.
a Road design and Road Sections.
• Location of STP and Waste Management System.
• Streetlights and Street furniture.
• Roadway Graphics & Landscape Furniture.
 koreo R/N 301, 62,Seokno-ro, Sangnok-gu, Ansan-si, Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.10.31 37.1008
E-mail | korea@km-korea.net www.km-korea.net
• Other Submissions to complete the Master Planning & Site Development
Drawings and images.

IV SUSPENSION OR TERMINATION OF AGREEMENT

a. This agreement may be suspending or terminated by either party upon 14 days

written notice. Should the Project be abandoned or the Consultant’s services be
terminated, the Consultant shall be paid all fees and expenses commensurate
with the services performed by him up to the date of termination or suspension
which shall then be due.

b. In the even of suspension or termination of this Agreement and subject to

payment for services performed up to the suspension/termination date, the
Consultant shall release to the Client without charge all plans, tracing, negatives,
specifications, calculations etc. relating to the Project together with any
documents which are the property of the Architect of the Client.

V OWNERSHIP OF DOCUMENTS

a. The Copyright in all drawings, reports, specifications, calculations and other

similar documents produced by the Consultant in connection with e works shall
remain the property of the Consultant, but the Client shall have a license to use
such drawings and specifications for the purpose of proceed with execute the
Project, but only on the site to which this Agreement relates provided payments
for services performed up to the termination date are pain in full.
Save as aforesaid, the client shall not make copies of such drawings or other
documents nor shall use the same in connection with the making or improvement
of any works other than those comprised in the work without the prior written
approval of the Consultant and upon such terms as may be agreed with the
Consultant.
b. The Consultant may with the consent of the Client, which consent shall not be
unreasonably withheld, publish alone or in conjunction with other persons, in any
newspaper, magazine, or periodical, any articles, photographs or other
illustrations relating to his works in connection with the project. In cases where
 koreo R/N 301, 62,Seokno-ro, Sangnok-gu, Ansan—si, Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.943J F 82.31.437.8301 M 82.10.3137.1008
E-mail I korea@km-korea.net www.km-korea.net
notice or display boards are erected on the site, the Consultant shall have the
right to have the firm’s name, designation and address inscribed on such boards.

yy VI SUCCESSORS AND ASSIGNS

a. The Consultant and the Client each bind himself, his partners, successors,
assignees and legal representatives to the other party to this Agreement and to
the partners, successors, assignees and legal representatives of such other party
in respect of all covenants of this Agreement. Neither the Client nor the
Consultant shall assign, sublet or transfer his interest in this Agreement without
the written consent of the other.

VII GOVERNING LAW JURISDICTION

a. This Agreement shall be governed by and construed in all respects in
accordance with the laws of the Philippines.
b. The parties hereby irrevocably agree to submit to the non-exclusive jurisdiction of
the courts of the Philippines.

Thank you for your invitation to us to submit a landscape proposal for one of your
prestigious projects.

Yours faithfully,
KM KOREA

Agreed and accepted by

 Mkore R/N 301, 62,Seokno-ro, Sangnok—gu, Ansan—si. Gyeonggi-do, 15797, KOREA
T 82.31.437.8300 / 070.4164.9431 F 82.31.437.8301 M 82.10.31
37.T008
E-mail | korea@km-korea.net www.km—korea.net

o Jong Pil Min

Managing Director
Kim Young
Date:
Ju President
Date:

Passport Passpo o. 44522995851

No.M89410684

Dr. Solomon D. Villaplaza

Chairman & CEO

Date:
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