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Memorandum of Understanding

This Memorandum of Understanding(hereinafter referred to as “MOU”)


made and entered into July 23, 2018 by UPS MINING AND
DEVELOPMENT CORPORATION., a corporation duly organized and
existing under the laws of the Republic of the Philippines, having its
principal office at UPSPI Centre Interior East Service Road Sucat,
Muntinlupa City (hereinafter referred to as “Supplier”), and MANILA
GOLDCOAST DEVELOPMENT CORPORATION, a corporation duly
organized and existing under the laws of the Republic of the Philippines
having its principal office at 12 th Floor Solar Century Tower, 100
Tordesillas cor H.V. Dela Costa Sts., Makati City, Metro Manila,
Philippines 1227 (hereinafter referred to as “Buyer”)

WITNESSETH :

WHEREAS, Supplier is the owner of the real estate property known as


“Alegrea Harbor” located in San Antonio, Province of Zambales to be
developed as a commercial, residential, industrial and a port complex;

WHEREAS, in accordance with Alegrea Harbor’s land development


framework, Supplier has planned to level specific areas of the property;

WHEREAS, as a consequence of these activities, Supplier will be in


surplus of Armour Rocks and Rock Aggregates that can be used for
land reclamation projects;

WHEREAS, Buyer won the contract to construct the 148 hectare land
reclamation project known as “Solar City” in the City of Manila for the
purpose of building business centers, residential and commercial
properties, and tourism facilities, including an international cruise ship
terminal;

WHEREAS, this land reclamation activities of Buyer will require the


surplus of Armour Rocks and Rock Aggregates of the Supplier;

WHEREAS, Supplier and Buyer desire to conclude this MOU prior to the
main Supply and Purchase Agreement (hereinafter referred to as “Main
Agreement”) for the supply and purchase of Armour Rocks and Rock
Aggregates to be sourced from the Alegrea Harbor property of Supplier
in San Antonio, Zambales;

NOW, THEREFORE, in consideration of the covenants and premises


contained herein, the parties agree as follows:

ARTICLE I

1
OBJECTIVE

Based on principle of mutual cooperation, fairness and mutual benefit


with consideration to the development features and demand of both
Supplier and Buyer, the objective of this MOU is to realize the execution
of the development projects of both parties to contribute to the
economic progress of the Philippines.

ARTICLE II
COOPERATION AREAS

The Parties have committed to cooperate in the following areas:

1. Information Exchange

Regular and special interactions and activities between the Participants


to exchange information with regard to planning, development and
implementation of projects to actually determined the scope and level
of supply and demand for particular materials with the objectives of
determining fair timeline, price and other deliverables.

2. Project Cooperation

Both parties shall endeavor all acts to ensure that projects between the
parties are well implemented.

3. Regulatory Process

Both parties shall ensure that all activities shall comply with existing
and pertinent regulatory and environmental laws and regulations.

ARTICLE III
GOVERNING LAW

All cooperation activities undertaken pursuant to this MOU will be


subject to the applicable laws, rules, regulations, and policies of the
national and local governments of the Republic of the Philippines.

ARTICLE IV
DISPUTE RESOLUTION

2
Any dispute arising out or in connection with this MOU, including any
question regarding its interpretation, application, validity and
termination, will be resolved through friendly consultations between the
Participants.

ARTICLE V
NON-EXCLUSIVITY, AMENDMENT AND TERMINATION

This MOU is non-exclusive and does not prevent the parties from
executing similar contracts with third parties. This MOU may be
amended or terminated upon written consent of the Parties based on
causes mutually acceptable to the Parties.

ARTICLE VI
OTHER DETAILS

Detailed terms and conditions not stipulated in this MOU shall be


agreed in the Main Agreement.

ARTICLE VII
COMMENCEMENT AND DURATION

This MOU will take effect on the date when it is executed by the
Participant, and will remain in force for a period of One (1) year unless
earlier terminated, or extended subject to signing of an MOU validating
the extension.

IN WITNESS WHEREOF, the parties hereto have caused their duly


representative to execute this MOU as of the date first written above.

UPS Mining and Development Corp. Manila GoldCoast Development


Corp.
By : Engr. Joel T. Alegre, PEE By : Atty. Nicasio Conti
Title : President & CEO Title : Director

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