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Republic of the Pilpnines| Proves of Lagina MUNICIPALITY OF MAJAYJAY OFFICE OF THE SANGGUNIANG BAYAN TeLNo, (048) 305440-14 IG BAYAN OF MASAVIAY, 1 TED VICE MAYOR/PRESIDING OFFICER ON, JOVANIE ARN GRUEZO- ESQUILLG = COUNCTLOR HOR, ANA LINDA P, CLARITO + COUNCILOR: ‘ON, MERGIN MARGARET M, CORA COUNCILOR HOH, WILSON B. aMORADD, COUNCILOR HON, RODRIGO C. MONTEAGUDO COUNCILOR HON, ALEIO T. VITO + SOURICILOR HON, MATIAS M, BALENTIROS > SOUNCILOR MON, REGY 5, ROBEL + ABC PRESIDENT HON, PULCHERTA 97, GRUEZO ~ SKE PRESIDENT HOM, PTO RUBEN G, MODINA = COUNCILOR RESO) 201 RESOLUTION AUTHORIZING THE MURICIPAL MAYOR, HON, VICTORIND C. RODILLAS FOR AND IN BEHALF OF THE LOCAL GOVERNMENT OF MAJAVJAY 70 ENTER AND SIGN INTO A HEMORANOUM OF AGREEMENT BETWEEN THE MUNICIPAL GOVERNMENT OF MAJAVIAV, WAGUHA AND. THE CHASE MAKROS MANAGEMERT INCORPORATED (CHI) FOR THE DEVELOPMENT OF DALITIWAWN RIVER INTO A MINT HYDRO POWER PLANT. Councior Ylson °. Amorad WHEREAS, AIAYIAY Js endowad wat rich water reseutces which Hee creat polentele for oso-toursen develooment, power and welt 'seranten projects; MAIAYIAY is bent on utilizing, exploiting and developing this natural water ressurees for the ‘economic develonment of the Municpalty of Majaylay: ‘ths Daliiwan River has the potential fer power-generation by way of Mini-Hydko Powret Plant, 2 on-pollutant; and renewable source of and:by its developinent the same etal rotect the vast forest and watershed resourees of the Municioalty of Majayiay; the patties agreed to join ts expertise, capabilities and fhrancial resources to build, own, eperate and mattain = Mivetiycro Power Plant in Brgy. Pit, Brgy. Burgos, Sray. Tayang Bangs and Gray. Fanlsban as eanveesly srcagped and aulfrized by tha separate Saranasy seckitions of ts osid Bavangaye standing the area af the jvepaced Maiayiay Fini-ryero Power Plant CHM and MAIAY2AY have agreed t form a jant veniure company through thei respective reprecanistives by wey of an operating company 19 bul, construct and operate the cad MiiHydra Power Plant inthe aforestated bestion; Chase Makros Management inc. has the financial canolllty and verifiable track secord acd emertonce in the develeoment, operation and corstuctony of the Maa-Hpie Ho ant and dull act os the lead devekwer ard contractor Ursteof; herein parties ore now in the process of forming 9 domestic corporation as envistened herein and ft is now tnperative to define the terms and condtions that wil govern ther working Telationshin oendine ancrovai of their meormeration nape Republic of he Piling Provinge of Lgens MUWICIPALITY OF MAJAYIAY OFFICE OF THE SANGGUNIANG BAYAN ‘elNo, (089) 305.40-14 NOW THEREFORE, on motion of Counc Wison 9, Amorado and duly seconded en maces and unanimously approved by the members present, hereby; RESOLVED, to authorize the Mmicipal Maror, Hon. Vietorine C, Radilas, for and in behalf the Local Government of Majaysey fo enter and sign into a Memorandum of Agreement! { pued bewoon the Mural Govermmntf Mayo and he Chae Nekros (ull. as] ine. os ST ee ea te eto a which wae repented without cost, He erect te snout t te cledwe riverenaten of te SA “ ei FE a poner Part SOLED FINALLY, to finish the Department of Energy, the Proshncial Government of tage, the Private Investor Chace Makros Management inc. and all other concerned with 3 copy of this recolition, Adopted this 14° dep of Aumust, 2006, Majayfer, Laguna I hsreby certiy to the correctness of the feregoha, 4 wre pb a 1M, MERCOLISA sangguhiong Bayan Secretary wee, he wbrllind Dave. Neen Don pPhoreD us ¥ ya (eoOuee rarereaessrsneras AR He put oft lieoue oct, 80 ary coat ib eubject to the Pas ation a Sponsored | er ta Sroouring Saya. pate» vyienils & Dee A heed baftT eave ER Deed Regn 1g 2906) ALLA BS Ak, retold, noDnLAs ‘Municipal Mayor 9 Date Signed: é OmiGE OF THE SANGGUNIANG BAY ey MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This MEMORANDUM OF AGREEMENT is made and entered into this day of cen 45 oppg ,.2006 at Majayjay, Laguna, Philippines by and between: : MUNICIPALITY OF MAJAYJAY, LAGUNA a duly established Local Government Unit by and virtue of the Laws of the Philippines, with its principal office situated at Majayjay, Laguna and represented in this instance by its Municipal Mayor Hon. VICTORINO C, RODILLAS, by virtue of Municipal Resolution No. _--—) 81, Series of 2006 duly adopted on June 13, 2006 by the Local Sangguniang Bayan of Majayjay, Laguna and hereto attached as ANNEX “A” and hereinafter referred to as “MAJAYJAY”. and CHASE MAKROS MANAGEMENT INCORPORATED a - domestic corporation duly organized and existing under and by virtue of the laws of the Philippines, with its principal place of business situated at Parafiaque, Metro Manila, Philippines and duly represented in this instance by its President ARNALDO M. AVELLANEDA by virtue of Board Resolution No. __, Series of duly adopted on and hereto attached as ANNEX “B” and hereinafter referred to as “CMMI” WITN ESSE TH, THAT: WHEREAS, MAJAYJAY is endowed with rich water resources which have great potentials for eco-tourism development, power and water resources projects: WHEREAS, MAJAYJAY is bent on utilizing, exploiting and developing this natural water resources for the economic development of the Municipality of Majayjay; WHEREAS, the Dalitiwan River has the potential for power generation by way of Mini-Hydro Power Plant, a non-pollutant, and renewable source of energy and by its development the same shall protect the vast forest and watershed resources of the Municipality of Majayjay; WHEREAS, the parties agreed to join its expertise, capabilities and financial resources to build, own, operate, and maintain a Mini-Hydro Power Plant in Brgy. Piit, Brgy. Burgos, Brgy. layang Banga, and Brgy. Panalabagan as expressly endorsed and authorized by the separate Barangay Resolutions of the said Barangays straddling the area of the proposed Majayjay Mini-Hydro Power Plant; WHEREAS, CMMI and MAJAYJAY have agreed to form a joint venture company through their respective representatives by way of an operating company to build, construct and operate the said Mini-Hydro Power Plant in the aforestated location; ‘WHEREAS, CMMI has the financial capability and verifiable track record and experience in the development, operation, and construction of the Mini- Hydro Power Plant and shall act as the lead developer and contractor thereof; WHEREAS, herein parties are now in the process of forming a domestic corporation as envisioned herein and it is now imperative to define the terms and conditions that will govern their working relationship pending approval of their incorporation papers; WHEREAS, it is indispensable to adopt an agreement defining the terms and conditions of the parties; NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES HEREIN SETFORTH the parties mutually agree as follows, THAT: & eet A. The Project — The project refers to the ongoing construction and development of Majayjay Mini-Hydro Power Plant situated in Majayjay, Laguna; i: i B. Equity/Capital Requirement — Of the total equity requirement in the amount of . ), CMMI shall put up 80% thereof and MAJAYJAY must put up 20% of the total equity requirements; C. Project Ownership - The project herein contemplated shall be jointly owned by the herein parties based on their required/actual capital contribution which is limited to 80% owned by CMMI and 20% owned by MAJAYJAY. D. Responsibilities - Herein Parties have the Following responsibilities: 1, Responsibilities of CMMI: i Loan Procurement - CMMI is directly responsible for procurement, negotiation and release of loan that is required for the financing of the project which is estimated at (|) PESOS or MORE from any bank or banks but not limited to Development Bank of the Philippines and to agree to terms and conditions thereof. ii, Government permit and or licenses - It is the responsibility of CMMI to secure the necessary government permits, licenses and clearances necessary for lawful operation of the Majayjay Mini-Hydro Power Plant. iii. Construction and Design - CMMI shall take charge the necessary construction and design of the project including the transmission line for interconnection with CMMI. It is likewise considered that CMMI is the lead developer during the project implementation and all the related electro mechanical related activities. CMMI is given the full authority and discretion to manage the project during its construction period in accordance with the project standards iv. ii. iti. iv. contractors, if there be any, quality of materials and its conformity to the required design and industry's standard. CMMI may replace any erring contractors and inefficient person or persons if ever necessary, subject to the final approval of Operation Committee Board. Accounting and Financial Statements - CMMI is responsible for the detailed accounting of the cost of the project in accordance with the generally accepted accounting principles. Financial statements shall be prepared on a monthly basis and the same has to be submitted to the OPERATING COMMITTEE BOARD. Preparation of bi- monthly payroll, hiring workers, transactions and payments of suppliers and other related accounting and administrative works shall be also under the responsibility of CMMI. 2. Responsibilities of MAJAYJAY: To acquire, provide, and construct the Access Road to the Mini-Hydro Power Plant and to supply necessary labor and materials subject to acceptable arrangement with CMMI. To provide security of the project site during the construction and operation of the Majayjay Mini-Hydro Power Plant. Procurement of government permits and licenses in clearing the area particularly the cutting of trees and negotiation of Right of Way leading to the project site. Construction of Access Road to the Project Site. Total direct and indirect cost of said access road duly substantiated shall be deemed included in its required equity, including goodwill of existing roads, if applicable. To render a detailed accounting in accordance with generally accepted accountiig principles of the total cost of the access road and all its related activities and to render monthly financial report to the Operation Committee Board. To strictly implement the watershed preservation covering the area between Brgy. Piit, Brgy. Burgos, Brgy. ayang Banga, and Brgy. Panalabagan, Majayjay, Laguna provided it is within its territorial jurisdiction and or municipal boundaries or as may be required by law or proper government agency. To secure water rights for the utilization, exploitation and development of the Dalitiwan River in Barangay Pilit, Majayjay, Laguna for power generation and apply with the National Water Resources Council the corresponding water permit; to assign and transfer the water rights/permit to the corporation envisioned herein as its equity/capital contribution; and, to secure and authorize, as it is hereby authorized the carnaratinn anuicianed herain the neneecary approval of the National Water Resources Council for the assignment and transfer of tke water rights/permit. E, General Conditions - Other than the terms and conditions herein mentioned, the following conditions shall govern the working relationship of the parties: i ii. iii, iv. Herein parties commit themselves to strictly observe the terms and conditions of this Memorandum of Agreement pending approval of the incorporation papers with the Office of the Securities and Exchange Commission. It shall strictly follow the terms and conditions imposed by any lending institution but not limited to DBP for any loan availments during the implementation and operation of the project. Any act or acts that may violate the terms and conditions of the loan must be in conformity or with the approval of the lending institutions, Pending approval of its incorporation papers, herein parties shall create an Operation Committee Board in which both parties shall be represented in accordance to their equity or interest’ invested. The interim Operation Committee Board shall serve as the policy making body in all endeavors, operations and management. After its due incorporation, the parties shall honor any contracts, agreements and transactions entered into during the life of this Memorandum of Agreement. Herein parties shall put up the necessary equity requirement that may be imposed by DBP which is equivalent to 20% of the total amount of the loan and shall put up additional equity if so desired by DBP. The 20% required equity shall be determined in accordance to their agreed investment which is 80% for CMMI and 20% for MAJAYJAY. The required equity may be in cash or in kind particularly the cost of the Feasibility Study, cost of Access Road Construction, cost of Detailed Engineering, cost of construction, machineries, materials and labor component of the project and Transmission Line Construction. The cost determination as part of their equity requirement shall be approved by the interim Operation Committee Board on the basis of the supporting papers, receipts and any other documents. Both parties shall provide the required service vehicles in the construction activities, securing permits, and or any related project activities. Expenses for the service vehicles shall be duly accounted and the same must be approved by the interim Operation Committee Board. CMMI shall act as principal contractor of the project. It may hire or contract any person or persons to do other required job subject however to the approval of the Operation Committee Board. Any works subcontracted shall be approved and evaluated by said Committee or any project consultants that may be hired by the Committee. vy. ©MMI upon completion of the project shall turnover the project fully operational to the Operation Committee Board or to the corporation after its due incorporation strictly in accordance with the plan and required engineering works in accordance with its approved modification. CMMI also warrants subject to contractor's warranty that the plant will generate power according to its related capacity subject to limitation of the availability of the water and free flowing Dalitiwan River. CMMI further warrants subject to contractor's liability and warranty that the civil works are free from any material defects for a period of ten (10) years. Any breach of warranty, required repairs and damages shall be for the account of CMMI with right of recourse to the contractor of the project. vi, CMMI shall ensure availability of equity and contingency allowance for cost overrun. vii. Net income of the operation shall be reserved and or subordinated to the required loan amortizations due to any banks or financial institution and to any onerous liabilities. This is a sine qua non requirement before any dividend declaration, viii. CMMI during the pendency of its incorporation works is entitled to two thirds (2/3) vote in the Operation Committee Board. . Sharing and Distribution of Profits and Losses - Distribution of profits and losses shall be based on their required actual contribution /equity which is 80%- CMMI and 20%- MAJAYJAY. . Operation Committee Board - The members of the Operation Committee Board shall be represented by two (2) representatives from MAJAYJAY as authorized by its Sangguniang Bayan and five (5) members from CMMI as authorized by its Board cf Directors most likely the following: For CMMI: The President/General Manager who will act as Chairman of the Operation Committee Board and as members are the following Assistant General Manager, Board President, District Director, and the Chairman-Committee on Finance. For MAJAYJAY The Municipal Mayor and the Municipal Planning and Development Coordinator. Any alternative members shall be duly nominated and must have a prior approval of the Operation Committee Board. ‘The members of the Operation Committee Board are entitled to one vote each and the Chairman can only vote in cases of tie. Any policy making, decisions and any acts of the Operation Committee Board shall require at least four (4) votes from any of its members in order such act shall be considered valid and binding. “H. Depository Bank Account - Herein parties shall open savings and or current account with any reputable banks situated in . Any transactions with said account shall be entered into with its duly authorized signatories authorized by the Operation Committee Board by virtue of Board Resolution duly adopted for such purpose or after its incorporation by virtue of Board Resolution duly adopted by the Board of Directors of said corporation. I. Accounting and Auditing - herein parties shall maintain books of accounts and other accounting records. All the transactions shall be recorded in accordance with the generally accepted accounting principles. The Operation Committee Board may create an Audit Team which is under the direct control and supervision of the Chairman. J. Visitorial Power - Any member has the right to“examine the books of account and all other accounting records upon proper written request thereof with stated valid purpose during reasonable business hour and day at its principal place of business/office or at the Office of cut. = K. Principal Office — the principal place/office shall be at Poblacion, Majayjay, Laguna, In the meantime that there is no building in said place where its office shall be situated, the place of Office shall be at the Office of CMMI, Parafiaque, Metro Manila. L. Duration and Termination - This Agreement shall be valid and binding between parties and shall be considered superseded upon approval of the incorporation papers by the office of Securities and Exchange Commission and operation of the corporation duly created. Any acts, contracts, obligations, things and deeds, loans and or financial obligations entered into before its due incorporation shall be honored by the new corporation and the same are hereby declared valid, binding and enforceable against the new corporation hereto intended. M, Final Determination of Equity - Upon final and full completion of the project and before its turn-over to the Operation Committee Board or to the new Corporation herein created, the capital and or equity shall be finally determined based on their actual cost of contribution duly substantiated and as shown in the accounting records duly kept and maintained as required in this Memorandum of Agreement. In cases of capital investments wherein there is no sufficient records to prove the same, the following are the initial documentary requirements as requisite for its evaluation: a> sworn statement of the claimant; b> copy of the voucher or any supporting papers. Said initial documentary requirements shall be submitted to the Operation Committee Board within a period of sixty (60) days from the final completion of the project. The Operation Committee Board may create a Special Committee for this particular purpose. In the event that any of the parties falls short of its required inwectmant eaid narty ic aiven a narind af three hundred eivty five make such payment within the desired period shall be considered a waiver on its part for its allocated/entitled equity and in which case its equity is limited to the actual capital equity contribution. On the contrary, if any parties exceeded its capital investments over its entitled equity investments, the excess shall be considered advances and the same shall be refunded within a period of three hundred sixty five (365) days after its final determination and approval by the Operation Committee Board. Failure to make such payment within the desired period shall entitle the party to interest payment at the rate of one (1%) percent per month until it is fully settled. . Risk Incentive Payment - In recognition of contribution of CMMI in terms of resources specifically the substantial mortgage of its properties and its expertise in the management of the project, CMMI is entitled to risk incentive payment equivalent to ONE and ONE HALF PERCENT (1.5%) of the net income after tax. The risk incentive payment shall be settled first before any dividend payments to alll its stockholders. The Risk Incentive Payment for CMMI aforementioned, 3 shall be terminated upon full payment of the loan and/or the release of all mortgaged properties specifically for the CMMI MAJAYJAY MINI-HYDRO PROJECT. ©. Privilege Incentive Payment - In recognition also of the natural resources situated in Brey. Piit, Brgy. Burgos, Brgy. layang Banga, and Brgy. Panalabagan, Majayjay, laguna without which the project could have not been realized MAJAYJAY is entitled to a Perpetual Privilege Incentive Payment at the rate of ONE HALF PERCENT (.5%) of the net income after tax. Said incentive payment shall be paid first before any dividend payments to alll its stockholders. P. Arbitration - In case of disputes, differences or disagreement between parties the same shall be settled amicably between parties if ever possible. Arbitration is a prerequisite before filing any actions in court of justice. Q. Authority to Mortgage, Assign and Encumber ~ MAJAYJAY agrees unconditionally to mortgage any assets forming part of its equity in order to secure any loan availments made for the project. MAJAYJAY must procure the necessary authorization from its Sangguniang Bayan for this purpose. MAJAYJAY hereby consents that any revenue earned during the operation of Mini-Hydro Plant can be assigned to any bank or banks in order to secure any outstanding Joan obligation. Herein parties hereby further agree as follows: 1. Right of Pre-Emption - In case any of the parties, intend to waive or assign its rights and participation under this Memorandum of Agreement, the remaining or surviving party is given the preferential right to buy out the share of the other party based on its book value per shere or fair market valuation which ever is higher. Such preferential right is deemed waived if the remaining party failed to exercise the pre-emptive right within a period of 365 days from the receipt of written notice of offer. 2. Separability Clause - In the event that any of the terms and conditions are declared null and void by competent court, all other remaining terms and conditions not nullified are considered valid and binding between parties. 3. Default - If any of the PARTIES herein defaults or fails to carry out its obligations and responsibilities under this Agreement, or fails to perform any provisions of this Agreement for any cause whatsoever imputable to the erring party, or to the act, fault, negligence or omission of any of its personnel, the innocent party shall terminate this Agreement with the appropriate notice to the erring party; 4. Entire Agreement - This Agreement, when executed, shall constitute the entire Agreement between parties with respect to the subject matter hereof. Any and all amendments and/or supplements hereto in writing and signed by the authorized representatives of the parties shall form part of this Agreement; 5. Amendment - No amendment of any provision of this Agreement shall in any event be effective unless the same shall be i writing and signed by both parties; 6. _ Confidentiality - All information and data which may be obtained by any of the parties herein and/or its personnel in the course of the performance of the terms and conditions hereof or even after its termination, acquired by reason hereof shall be treated with utmost confidentiality and any of the parties and/or its personnel are prohibited from divulging or using the same in any manner which may be prejudicial to the interest or welfare of any of the parties herein; IN WITHNESS WHEREOF, the parties hereto have signed this agreement the day and year first above written. CMMI MUNICIPALITY OF MAJAYJAY By: : By: ARNALDO ELLANEDA VICTORINO C. RODILLAS SIGNED IN THE PRESENCE OF: Republic of the Philippines ) PARATETY Jes. BEFORE ME, A NOTARY PUBLIC, for and in the above-named municipality, personally appeared: NAME COMM. TAX CERT DATE/PLACE ISSUED VICTORINO C, RODILLAS 1414201 Jan. 3 te Masenjoy Lagann known to me and to me known to be the same persons who executed the foregoing agreement and acknowledge to me that it is there voluntary act and deed. I hereby certify that this instrument consists of eight (8) pages, and all pages are duly signed by the parties and their witnesses. WITNESS MY HAND AND SEAL on the date and place first above given. Doce. No. 3; Page No. _! Book No. XX! Qe of 2006. MB ese Ba ne

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