MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This contract is made and executed this day of at

by and between:

TCMPC-SAN CARLOS CITY PANGASINAN BRANCH (Josefina Village)., a duly organized and
existing under and by virtue of the laws of the Philippines, with office address at 89 Mabini San
Carlos City, Pangasinan represented herein by its Chairman, ROBERTO E. MATALOG and Co-
Chairman, PATRIA C. ESTANISLAO referred to as “DEVELOPER”

- and -

DEMETERLAND AND DEVELOPMENT CORPORATION, a corporation duly organized and

existing under by virtue of the laws of the Philippines, with office address at 3 rd Floor Demeterland
Building, General Luna St., Brgy., Sabang Lipa City, Batangas, represented herein by its President,
PAULER P. ANI, hereinafter referred to as the “CONTRACTOR”

1. PURPOSE

The purpose of this Memorandum of Agreement is to set forth the terms and conditions.,
scope of work and responsibilities of the parties associated with their collaboration, specifically, the
“CONTRACTOR “to construct the housing units in JOSEFINA VILLAGE.

2. BACKGROUND

Both parties see the benefits of this project, have a desire to pursue the project and have
determined that each brings unique expertise necessary to accomplish the objectives outlined above.

TCMPC- SAN CARLOS CITY PANGASINAN BRANCH is the sole owner of JOSEFINA
VILLAGE, has a unique expertise and experience in land development.

DEMETERLAND AND DEVELOPMENT CORPORATION has a unique expertise and

experience in residential and commercial building construction, sales, and marketing.

3. SCOPE AND AGREEMENT

DEVELOPER agrees to have CONTRACTOR sell and market their products to lot
owners (i.e., end user/ customer), including through other brokers and agents. DEVELOPER
agrees to provide to CONTRACTOR a competitively priced product to the highest
standards necessary to fulfill the representation of DEVELOPER.

DEVELOPER hereby grants to CONTRACTOR the non-exclusive right to sell and market
JOSEFINA VILLAGE’s allotted specified areas worldwide.

4. RESPONSIBILITIES

A. DEVELOPER shall undertake the following activities under this MOA.

 a. Documentation

DEVELOPER shall assign a contact person for the documentation purpose of the
lots sold.

b. Sales and Marketing

i. Allow CONTACTROR to sell house and lot package . The

houses to be constructed in the subdivision will be the designs coming from the
CONTRACTOR

ii. Allow CONTRACTOR for a tripping schedule from time to time and conduct activities
to promote the subdivision.

iii. Allow CONTRACTOR to use the DEVELOPER’s logo (JOSEFINA VILLAGE)

together with CONTRACTOR’s logo on all tarpaulins or any marketing paraphernalia to be
used for marketing purposes outside JOSEFINA VILLAGE. However, all designs of
tarpaulins, brochures, and leaflets shall be approved by the DEVELOPER to show that the
two entities have distinct and separate responsibilities.

iv. Allow CONTRACTOR to install tarpaulins or any marketing paraphernalia inside and
outside JOSEFINA VILLAGE.

v. All sales and marketing expenses shall be for the account of CONTRACTOR.

c. Discount and Commission:

i. Give six percent (6 %) commission for every lot sold by CONTRACTOR.

Commission breakdown as follows:

DOWNPAYMENT COMMISSION
Full DP 100% Commission

ii. Give five percent (5 %) discount to the CONTRACTOR on the Total Contract Price if
lot is paid in full on the spot.

iii. Give six percent (6%) commission rate to the DEVELOPER for every house
construction deal made by the DEVELOPER to present lot owners.

d. House Construction:

i. Allow CONTRACTOR to start the house construction upon full payment of lot or
issuance of Letter of Guarantee (LOG) from the bank.

ii. Provide lot markers at least five (5) days before the start of the construction.

e. Provide the following requirements/ documents to be used for:

i. Marketing purposes:

1. Electronic copy of DEVELOPER Company Logo;

2. Electronic copy of “JOSEFINA VILLAGE’s” logo;
3. Electronic and Printout copy of inventory of unsold lots with corresponding
prices;
 ii. Plotting and House Design:

1. Printout copy of Site Development Plan;

2. Printout copy of all saleable lots;
3. Printout copy of Vicinity Map;
4. Printout copy of Deed of Restrictions of the subdivision.

iii. Documents needed thirty (30) days upon full payment or issuance of LOG from
reputable and acceptable bank and financial institution.

1. Official Receipt of Sale;

2. Deed of Absolute Sale;
3. Deed of Restrictions;
4. Original Transfer Certificate of Title;
5. Other documents needed, if necessary.

iv. Documents Needed for Lot Transfer:

1. License to Sell;
2. Certificate of Registration;
3. Secretary Certificate for Authorization of Sell;
4. Secretary Certificate for CONTRACTOR’s representative to transfer the title;
5. Valid ID of signatories from DEVELOPER.
6. Other documents needed, if necessary.

B. CONTRACTOR shall undertake the following activities under this MOA:

a. Documentation

i. CONTRACTOR shall be responsible for the acquisition of all necessary permit,

clearances and certifications needed for the construction of houses;
ii. CONTRACTOR shall provide at least one (1) contact person who will report
directly to DEVELOPER on the status of the documentation;

b. Lot Sale
Coordinate with the DEVELOPER on all the closed sale for inventory.

c. House Construction:
i. Submit the house designs to DEVELOPER for approval at least 30 days before
the start of construction;
ii. Comply to the subdivision's Deed of Restrictions;
iii. Comply with the subdivision’s bond for every house construction.
iv. Pay the construction bond and other fees needed indicated in Deed of
Restriction.

d. Transfer of Title
i. CONTRACTOR will be responsible in transferring the Transfer Certificate of
Title to each lot owner together with all the expenses.
ii. Tax accrued on land shall be shouldered by the DEVELOPER and is subject to
including but not limited to Tax Declaration, Tax Clearance, and Real Property Tax.
 e. Payment Terms:
i. Reservation: Five Thousand Pesos (Php 5,000.00), valid for one (1) month, non
refundable, non-transferable, and is deductible from the equity.
ii. Equity: Twenty Percent (20%) of the Total Contract Price and shall be payable
within six (6) months after the reservation date, without interest.
iii. Balance: Eighty Percent (80%). It shall be payable within Twelve (12) months
after the Equity, without interest. PDC shall be issued.
iv. A 1.5% penalty on the monthly equity will be charged to CONTRACTOR for
every late payment.
v. All payments to Josefina Village including checks, postdated checks (PDC’s) and
other forms of payments to be issued by CONTRACTOR shall be made/deposited
to Josefina Village bank account name ROBERTO E. MATALOG AND
ISAGANI R. CABUAY and account number 1341-2174-89 (Landbank of the
Philippines).

5. TERMS AND CONDITIONS.

It is mutually understood and agreed by and between the parties that:

A. LOT PRICE
1. Lot’s selling price is initially pegged at SEVEN THOUSAND PESOS ONLY per square
meter for residential lots only (Php 7,000.00 sq.m) for the first six (6) months upon signing
and effectivity of this MOA.
2. Price for each lot will be subject to repricing or escalation throughout the validity of
this Agreement with written notice one month before the effectivity date.

B. Each party takes legal and financial responsibility for the actions of its respective employees,
officers, agents, representatives, and volunteers. Each party agrees to indemnify, defend and hold
harmless other to the fullest extent permitted by law and against any and all demands, claims,
actions, liabilities, losses, damages, and costs, including reasonable attorney’s fees, arising our or
resulting from the indemnifying party’s acts or omissions related to its participation under
this Memorandum of Agreement. Further, each party shall bear the proportionate cost of any
damages attribute to the fault of such party, its officers, agents, employees, and independent
contractors. It is the intention of the parties that, where fault is determined to have been
contributory, principles of comparative fault will be applied.

C. This MOA may be amended from time to time by mutual agreement of the parties in
a written modification signed by both parties.

D. This MOA may be canceled or terminated upon due to:

1. Mutual agreement of both parties;
2. It will be automatically terminated upon the completion of all responsibilities as stated
herein, unless otherwise amended;
3. Violations of any and all responsibilities of each party;
4. Complaints of any client to any party that will affect or harm the other party.

5. SCOPE AND AGREEMENT

 The parties shall each be solely responsible for any and all cost associated with their
responsibilities under this MOA.
Attached to this MOA is the final proposal made and agreed by both parties before the signing
of this agreement.

6. EFFECTIVE DATE AND SIGNATURE

This Memorandum of Agreement shall be effective the date of the last party to sign this
MOA below. The parties indicate agreement with this Memorandum of Agreement by their
signatories below.

IN WITNESS WHEREOF, the parties have signed this Contract on the date and at the place above-
written.

TCMPC-SAN CARLOS CITY, PANGASINAN (JOSEFINA VILLAGE)

By:
______________________________________ ______________________________________
ROBERTO E. MATALOG PATRIA C. ESTANISLAO
Board of Director-Chairman Board of Director- Co-Chairman

DEMETERLAND AND DEVELOPMENT CORPORATTION

By:
_____________________________________
PAULER P. ANI
President / CEO

SIGNED IN THE PRESENCE OF:

_____________________________________ ______________________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

)S.S.
)

BEFORE ME, a Notary Public for and in ______________ this ____________ day of _________
20________personally came and appeared:

Name ID Number Date/Place Issued

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 are their free act and voluntary deed.

This instrument, consisting of 6 pages, including the page on which this acknowledgment is
written, has been signed on the left margin of each and every page thereof by the concerned parties and
their witnesses, and sealed with my notarial seal.

WITNESS MY HAND AND SEAL on this ______day of ___________20__________

at_____________________________.
Notary Public

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