Contract of Lease
This Contract of Lease dated ______________ (the “Contract”) by and between: ___________________________, a corporation duly organized and existing under Philippine laws, with principal business address located at 2nd Floor Alvion Centre, 110 Thailand (Rada) Street, Legaspi Village, Makati City represented by its Authorized Representative, ________________, and hereinafter referred to as the “LESSOR”,
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_______________________________, with present address at _________________________________________represented herein by its duly authorized Authorized Representative, ____________________, hereinafter called the “LESSEE”.
WHEREAS, the LESSOR is the owner of ___________________________with an aggregate area of _________________________, more or less and __________ parking slot/s, covered by Condominium Certificate of Title (CCT) No. _______________ issued by the Registry of Deeds for Makati City, Philippines (hereinafter referred to as the “Premises”) and more particularly described as follows:
“Suite _________ located at the ________________________________
WHEREAS, for and in consideration of the payment of the rental herein stipulated and the faithful compliance by the LESSEE of all the conditions and covenants hereinafter contained, the LESSOR has agreed to lease unto the LESSEE, and the LESSEE does hereby accept the lease of the Premises (the “Leased Premises”), and the Parking Slot, under the terms and conditions set out below:
1. Period of Lease
This lease of the Leased Premises and ______ Parking Slot/s shall be for a period of _____ commencing on _______ and expiring on __________ (the “Lease Period”), renewable upon mutual consent of both LESSEE and LESSOR. The LESSEE shall notify the LESSOR in writing of its desire to renew the lease at least ninety (90) days prior to the expiration of the Lease Period, failing in which the LESSOR may offer the premises for lease to another.
Should the LESSEE signify its intention to renew the lease, the LESSOR and the LESSEE shall endeavour to execute a Contract of Lease for the renewed term at least thirty (30) days before the termination of this Contract, otherwise the Leased Premises may be leased by the LESSOR to a third party. In the event that the LESSOR and LESSEE are unable to agree on the terms and conditions under which this lease shall be renewed within the 90-day period prior to the expiry of this lease, then this lease shall be allowed to expire until the end of this Contract’s lease term and the LESSOR shall be entitled to the rights granted under this Contract by reason of such expiry.2. Delivery of Leased Premises
The LESSOR shall deliver the Leased Premises in good condition to the LESSEE on the effectivity date of this Lease Contract. In the event that the LESSEE is unable to accept the Leased Premises upon the effectivity date of the lease term for any reason whatsoever, despite the LESSOR’s ability to deliver the Leased Premises to the LESSEE, the effectivity of the lease term and rental commencement shall remain unchanged. The LESSEE shall commence within a period of thirty (30) days from commencement of this Contract, any and all works necessary to render the Leased Premises suitable for use in accordance with the plans and specifications approved by the LESSOR.
The LESSEE acknowledges having inspected the Leased Premises and the Parking Slot to its satisfaction, and agrees to accept the Leased Premises and the Parking Slot on an “as is” condition.3. Amount of Rent
For the duration of the first year of the lease term only, _______ parking slot shall be available for carpark use by the LESSEE rent-free. Thereafter, the parking slot will be subject to a quarterly rent starting at __________ per month, with an automatic annual escalation of 10%. The parking slot is located at the rear surface of the building and more specifically identified as Parking Slot _________.
The office and carpark rent shall be exclusive of the Value Added Tax (“VAT”), which shall be for the account of the LESSEE as stated in Section 3.3 below. The LESSEE will remit to the LESSOR the Lease Rentals and the VAT due thereon without any deductions for the taxes, except for the creditable withholding tax, which shall be for the account of the LESSOR. The Lease Rentals referred to above shall be payable on a quarterly basis, with each of the quarterly Lease Rental being payable to the LESSOR in Philippine Pesos, on or before the twelve (12:00) o’clock noon on the due date thereof. The LESSEE warrants that all cheques will be honoured upon presentment for payment on maturity and will do and cause to be done all that is necessary for said cheques to be honored as such as of their respective maturity dates.
Should the LESSEE fail to pay the full amount of any Lease Rental by its due date, then the LESSEE shall also pay interest at the rate of three percent (3%) per calendar month, or part thereof, on the amount due and unpaid from the date such Lease Rental was due until it is fully paid.
3.2 Extraordinary Inflation
In case an extraordinary inflation of the Philippine Peso should supervene during the term of this Lease or its extension or renewal, the value of the currency at the time of establishment of the obligation shall be that basis of payment as provided for in the Article 1250 of the Civil Code of the Philippines. In case of such eventuality, the LESSOR shall have the option to adjust the rent accordingly. The term “extraordinary inflation” shall be conclusively presumed to have supervened if the exchange rate of the Philippine Peso to the US Dollar, which is fixed at Php 51.55 to the US$1 at the time of execution of this Contract, should increase by 25%. The exchange rate of the Philippine Peso to the US determined by the Bangko Sentral Reference Exchange Rate shall be conclusive upon the parties.
The LESSOR shall exercise this option by giving written notice to the LESSEE of the occurrence of the extraordinary inflation coupled with the demand to pay the adjusted rent on the succeeding calendar month after receipt of notice, in which case, the rent shall be deemed adjusted, accordingly. If the LESSEE does not accept the new rent, the LEASE shall be deemed automatically terminated upon effectivity of the new rent.
3.3 Withholding Taxes, Value Added Taxes and Income Taxes
The LESSEE shall remit the applicable creditable withholding tax punctually to the Bureau of Internal Revenue (“BIR”) in accordance with law. The LESSEE shall also provide the LESSOR with the applicable certificate of creditable tax withheld (i.e. BIR Form No. 2307), in a timely manner.
The VAT on the lease shall be for the account of the LESSEE, and shall be paid by the LESSEE at the same time as the Lease Rentals, immediately upon issuance by the LESSOR of the BIR-registered VAT Invoice or Official Receipt. The LESSOR shall remit the VAT to the BIR within the applicable period prescribed by law.
In the event the LESSEE fails to comply with any of its foregoing obligations, the LESSEE shall (i) indemnify the LESSOR against any liabilities, fines, penalties and/or other charges arising from such failure; and (ii) pay to the LESSOR the applicable sum required to be withheld and paid to the BIR, forthwith upon the LESSOR’s demand or invoice therefore.
Any increase in the amount of applicable taxes such as the VAT, real estate taxes and/or assessments on the Leased Premises during the Lease Period shall be for the account of the LESSEE.
4. Advance Office and Parking Rental and Condominium Charges
Upon the execution of the Lease Contract, the LESSEE shall pay to the LESSOR an advance rental equivalent to three (3) months’ rent of the Leased Premises, Parking Slot and Condominium Charges plus VAT but deducting the 5% Withholding Tax therefrom, which advance payments shall be applied to the rentals due for the first three (3) months of the Lease Period.
5. Security Deposit
5.1 Upon the signing of the Lease Contract, the LESSEE shall pay to the LESSOR a security deposit (the “Security Deposit”) equivalent to three (3) months’ rental of the Leased Premises, Parking Slot and Condominium Charges, in the form of cash or corporate cheque payable to the LESSOR, without need of demand.
5.2 The LESSEE shall be required to maintain the Security Deposit in the amount equivalent to three (3) months’ current office, parking rent and condominium charges, and such Security Deposit shall be increased correspondingly by the LESSEE as and when the rent increases. Such increase shall be payable on or before the due date specified in the applicable statement of account.
5.3 The LESSOR shall keep the Security Deposit during the Lease Period and shall be returned to LESSEE, without interest and within sixty (60) days after the expiration of the term or termination of this lease, as the case maybe, and after LESSEE shall have completely and satisfactorily vacated and delivered the Leased Premises to LESSOR together with proof of payments for all utilities, less whatever amounts LESSEE may owe LESSOR or which LESSOR may apply against the Security Deposit as provided hereunder. It shall be understood, however, that the application of the Security Deposit against any unpaid obligations of LESSEE under this Contract shall be effected only at the termination of the lease. LESSOR shall notwithstanding the delivery of the Leased Premises to LESSOR by LESSEE, have the right to withhold any portion of the Security Deposit until LESSOR shall have received statement of accounts from utility companies covering the period ending on the date LESSEE shall have completely vacated and delivered the Leased Premises to LESSOR. The amount withheld shall answer for such payment and the remaining amount shall be returned to LESSEE without interest. Likewise, should LESSEE have any other obligation which remains due and unpaid under any other contract with LESSOR, LESSOR shall have the right to apply the amount of these unpaid obligations against the security deposit in settlement thereto upon the termination of the lease.
5.4 The Security Deposit shall be forfeited in favour of LESSOR upon the occurrence of any of the following events: (i) LESSEE fails to occupy the Leased Premises for the full term of the lease or any extension or renewal thereof except in cases allowed under this Contract, or (ii) this Contract is terminated by LESSEE for whatever reason prior to the expiry date of its term other than LESSOR’s material breach of any of its responsibilities herein. Upon the occurrence of any of these events, the Security Deposit shall be forfeited in favour of LESSOR, in addition to whatever damages which may be due to the termination of this Contract.
5.5 In the event, however, that this lease is terminated at the instance of LESSOR without any fault or negligence of LESSEE but with its conformity, or in accordance with Section 3.2, or at the instance of LESSEE pursuant to its rights under Sections 16 and 20, the Security Deposit shall be returned to LESSEE, net of the amounts which may be deducted therefrom under this Article.
6. Pre-Construction Requirements
Prior to the introduction of improvements or commencement of any construction or renovation of the Leased Premises, LESSEE shall:
(a) submit the architectural and engineering plans for approval by LESSOR and the Condominium Corporation;
(b) secure all necessary permits and authorization required by law for such construction;
All approved work to be done in or upon the Leased Premises which may affect the electrical, plumbing, sprinkler and fire detection/alarm systems of the Condominium Project, shall be carried out at LESSEE’s cost.
The LESSEE shall not make any major structural changes, alterations or improvements without the prior written consent of the LESSOR, which shall not be unreasonably withheld. All authorized alternations, additions or improvements made by the LESSEE as well as any alteration, improvement, addition or installation of or to the Leased Premises shall be done in good workmanlike fashion and at the LESSEE’s cost. Any permanent alteration or improvement made or introduced by the LESSEE in the Leased Premises shall, upon the expiration or termination of this Contract, automatically inure to the benefit of the Leased Premises and become the property of the LESSOR without any obligation on the LESSOR to pay or refund its value or cost to the LESSEE. Alternatively, the LESSOR may require the LESSEE to remove the alterations and/or improvements without causing damage to the Leased Premises or to restore the Leased Premises to the condition they were in prior to the commencement of the lease, at the LESSEE’s expense; provided however that a written notice requiring the LESSEE to do the foregoing is given by the LESSOR to the LESSEE at least thirty (30) days before the expiration of the Lease Period, or termination of this Contract.
The LESSOR shall not, during the effectivity of this Contract, make any alterations and/or renovations except repairs necessary to keep the Leased Premises in tenantable condition.
8. Use of Leased Premises and Parking Slot
The LESSEE agrees that the Leased Premises shall be used exclusively for office purposes by the LESSEE. The LESSEE shall not:
(a) use the Leased Premises, or allow them to be used, as living or sleeping quarters;
(b) affix, inscribe or paint, or cause the affixing, inscribing or painting of, any notice , sign or other advertising media on any part of the Leased Premises. If so allowed by the LESSOR, the sign or media shall be of such size and style as the LESSOR may determine. The LESSOR shall have the right to require the LESSEE to remove any sign which the LESSOR may consider to be inappropriate. Upon failure of the LESSEE to do so, the LESSOR shall have the authority, without incurring any liability, to enter the Leased Premises, remove any sign/s it may consider inappropriate, and charge the cost thereof to the LESSEE.
(b) make or allow to be made any disturbing noises within the Leased Premises.
By this Contract, the LESSEE is hereby subrogated to all the rights of the LESSOR to the use and enjoyment of the Leased Premises as well as the common areas of the Condominium Project.
The LESSEE agrees that the Parking Slot shall be used for the parking of vehicles only, and for no other purpose.
9. No Obstruction of Common Areas
The entries, passageways and corridors of the Buiding shall not be obstructed or used by the LESSEE for any purpose other than for ingress and egress from the Building. No disturbing, noisy or improper activities shall be allowed to be carried therein or thereon, using loud speakers, television, phonographs, radios or other devices which will be in any manner audible or visible outsider the Leased Premises without the prior written consent of the LESSOR. In no instance shall the LESSEE place boxes, cartons, packages, refuse, dust bins, garbage cans, furniture or chattels in the Common Areas, which should be kept free and clear of all obstructions at all times. For purposes thereof, the LESSOR shall in addition to its other remedies as provided thereunder or in law, be entitled without notice and at the LESSEE’s expense, to remove, store or dispose of any such obstruction as the LESSOR shall see fit, without incurring any liability to the LESSEE. The LESSEE shall on demand pay or reimburse the LESSOR for all the expenses incurred in such removal or storage.
10. Care of Leased Premises and Parking Slot
(a) The LESSOR shall be responsible for repairs, replacements and maintenance of a structural nature (for example, with respect to the foundation and interior structural components of the Leased Premises) which are necessary to keep the Leased Premises in a tenantable condition.
(b) Any repair, other than those due to the damage caused by the LESSEE, due to inherent or structural defects in the Leased Premises shall be at the expense of the LESSOR. All other repairs, including but not limited to repairs for damage to furniture and non-permanent fixtures, repairs for damage due to the acts of the LESSEE’s servants, employees, agents, contractors or invitees, and replacement of lighting fixtures, light bulbs, fuses, starters, broken or lost handles of doors or keys, shall be at the expense of the LESSEE.
(c) At all times, the LESSEE shall keep the Leased Premises in good, sanitary and habitable condition, reasonable wear and tear excepted, and shall not bring, keep, deposit or store in the Leased Premises or the Parking Slot any firearms (except those maintained by the LESSEE’s security personnel), deadly weapons, explosives, gasoline, inflammable materials, or other obnoxious substances or materials that might constitute a fire hazard.
The LESSEE shall follow such written instructions as may be promulgated by the LESSOR relative to the use, care, preservation and internal maintenance of the Leased Premises, the Parking Slot and their contents, provided that these instructions are reasonable and the LESSEE is given written copies of these instructions not less fifteen (15) days prior to the effectivity date of said instructions.
(d) The LESSEE shall be liable for any damage to the Leased Premises and the Parking Slot, if the damage was due to the fault or negligence of the LESSEE, its employees, agents, visitors, or customers.
If any damage to the Leased Premises or the Parking Slot is due to the fault or negligence of the LESSEE, its employees, agents, visitors or customers, and the LESSEE fails or refuses to repair the damage, the LESSOR may, upon prior written notice to the LESSEE, enter the Leased Premises or the Parking Slots to effect the appropriate repairs. In such event, the cost of the repairs shall be for the account of the LESSEE and shall be paid by the LESSEE within a reasonable time (but in any event no later than five (5) days) from and after receipt of a written demand from the LESSOR.
(e) The LESSOR shall be liable for and shall within a reasonable time repair any damage caused to the Leased Premises and the Parking Slots due to the fault or negligence of the LESSOR, its employees, agents or representatives.
11. Real Property Taxes; Utility Charges; Condominium Charges
11.1 Real Property and Other Taxes
Any real property tax on the Leased Premises shall be borne by the LESSOR. The term “real property taxes” shall mean real estate taxes imposed upon the land and building by the national, provincial and/or city governments or authorities but shall not include income, franchise, inheritance or corporate taxes or similar taxes imposed upon the land and building.
Consistent with Section 3.3, LESSEE shall be responsible for withholding the creditable withholding tax due on the Rentals, and for remitting the same to the BIR within the appropriate time. LESSEE shall shoulder and remit to the BIR the VAT due on all the Rentals.
All other taxes (except those referred to in the preceding paragraph), including but not limited to the documentary stamp tax, that may be imposed in respect of the lease and the transactions contemplated by this Contract shall be borne by the LESSEE.11.2 Utility Charges
All charges for water, electricity, telephone, gas and such other public utility services in the Leased Premises (collectively, the “Utilities”) used by the LESSEE (collectively, the “Utility Charges”) shall be for the account of the LESSEE and shall be paid directly by the LESSEE to the respective utility providers. In the event the LESSOR pays any amount in respect of the Utility Charges payable by the LESSEE under this Section, the LESSEE shall reimburse such amount to the LESSOR within five (5) days from the LESSOR’s written demand therefrom.
The Utility Charges payable by the LESSEE hereunder shall be based on the amount of the respective Utilities consumed by the LESSEE, as shown in the applicable meter (to be installed by the LESSEE at its own cost and expense, if not already installed) or in the relevant billing from the applicable utility providers, as the case may be.11.3 Condominium Charges
The LESSEE shall pay the LESSOR the Condominium Charges within the same period for payment of rentals. The monthly Condominium Charges shall include expenses and other costs incurred in the maintenance and repair of Common Areas in the Building, such as but not limited to, expenses for the ground maintenance, drainage, electrical facilities, power generator maintenance and charges, janitorial services, pest control services, security services, water, air-conditioning and electrical charges.
The rate or the amount specified in the applicable statement of account shall be correspondingly increased periodically by either (a) an increase in utility/service charges imposed by the Condominium Corporation, utility company or service agency responsible for providing or supplying the utility or service to the Common Areas of the Building or Leased Premises, or (b) approximately 10% per annum over the current monthly rate of Condominium Charges, whichever amount is higher. In the event, however, that the increase in utility/service charges as imposed by the Condominium Corporation, utility company or service agency is higher than the increase in the prevailing Condominium Charges based on the 10% increase, then such increase shall be effective and demandable on or during the month in which the increase in the charges shall have been implemented by the Condominium Corporation, utility company or service agency.
12. Destruction and Repair of Leased Premises12.1 Definition of “Force Majeure”
“Force Majeure” with respect to a party shall refer to events beyond the reasonable control of that party, whether unforeseeable or unavoidable if foreseen, which prevent that party from performing its obligations under this Contract. Force Majeure includes, but is not limited to, the following events: fire, floods, explosion, earthquake, storm, typhoon or any other natural disaster or calamity; robbery, theft or vandalism; or riots, civil commotion or war.12.2 Total Destruction of Leased Premises
In the event that the Leased Premises or the Parking Slots are totally destroyed or rendered untenantable by Force Majeure, this Contract shall be terminated immediately and the respective obligations of the Parties in connection with the lease shall cease (except for any accrued obligation, or any and all obligations which are expressed to survive, or which by their nature are intended to survive, the termination of this Contract). No liability shall attach to either the LESSEE or LESSOR for damages resulting from Force Majeure.
In such an event, the LESSOR shall, within sixty (60) calendar days after the termination of the Contract or until such time that all accrued rent, utilities and other applicable charges have been determined and applied, return to the LESSEE, on a pro-rated basis, the unapplied portion of the Security Deposit or any rentals paid in advance by the LESSEE.12.3 Damage not amounting to Total Destruction
For the purposes of this paragraph, “Damage” shall mean damage of a structural nature not amounting to or resulting in total destruction or untenantability, which is not attributable to any act of the LESSEE (or its agents, employees, guests, or visitors), but which is caused by Force Majeure as defined in Section 12.1. A damage is considered a “Substantial Damage” if the total costs of the repair thereof exceed Philippine Pesos ONE HUNDRED THOUSAND (PHP 100,000.00).
In case of any Damage to the Leased Premises or the Parking Slot, the LESSOR shall undertake and complete, within a reasonable time, repairs of such Damage upon the LESSEE’s written request and the parties’ agreement with respect to the cost of the repairs, in which case such costs for the repairs will be borne equally by both LESSOR and LESSEE.
The LESSOR shall not be responsible for the consequences resulting from events which are beyond its reasonable control, such as, but not limited to, Force Majeure; strikes, lockouts, work stoppages or labour disputes; labour shortage or work slow-down; equipment or technical malfunctions or failures; power outage, shortage, surge, failure or interruption; cable cut, bandwidth shortage or other similar occurrence;; epidemics or quarantine restrictions; any law, order, regulation, direction, action or request of any government (including state and local governments) or any civil or military authority; embargos; allocation regulations or orders affecting materials and/or the supply thereof; and/or the acts of contractors for elevators, janitorial and security services, their agents and/or employees.
Subject to the provisions of Section 10, the events specified in the preceding paragraphs shall, in no event, justify the suspension or delay of the payment of the Rentals, or the reduction thereof, and the LESSEE shall continue to pay Rentals as and when required under this Contract, notwithstanding the occurrence of any such event.
14. Inspection of Leased Premises and Parking Slot
The LESSOR or its authorized representative shall have the right to enter the Leased Premises and/or the Parking Slot
(a) during reasonable business hours, during the last two (2) months of the Lease Period, for the purposes of exhibiting the Leased Premises and/or the Parking Slot to prospective tenants, provided that the LESSOR gives the LESSEE at least two (2) days’ advance written notice thereof; or
(b) immediately, either with or without notice, in order to make repairs thereon which are of an urgent nature, or in case of an emergency; or
(c) during reasonable hours, in order to examine the same, or to make repairs thereon which are not of an urgent nature, or for any lawful and reasonable purpose which it may deem necessary, provided that the LESSOR gives the LESSEE at least three (3) days advance written notice thereof.
15. Sublease and Assignment of Lease
Subject to the provisions of Section 21, the LESSOR may assign, transfer, or convey its rights over the Leased Premises and/or the Parking Slot without the prior written consent of the LESSEE; provided, however, that in such a case, the LESSOR shall provide the LESSEE with a written notice of the assignment, transfer, or conveyance at least fifteen (15) days before the LESSOR’s rights over the Leased Premises and/or the Parking Slot are assigned, transferred, [encumbered] or conveyed. The LESSOR shall ensure that the person/entity to whom its rights over the Leased Premises and/or the Parking Slot are assigned, transferred or conveyed shall respect this Contract.
16. Return of Leased Premises and the Parking Slot
The LESSEE agrees to return and surrender the leased premises at the expiration or termination of this lease. Together with the keys appertaining thereto, in as good condition during the commencement of the lease, reasonable wear and tear excepted, without delay, devoid of all occupants, removal of furnitures, fixtures, articles and effects of any kind other than such alterations and improvements which the LESSOR elects to retain. Door knobs, lock-sets, hinges, closets and cabinets which have been nailed and/or fixed, light diffusers and electric bulbs shall not be removed after the lease.
If the Leased Premises be not surrendered immediately, the LESSEE shall pay by way of liquidated damages and/or penalty a sum equivalent to 200% of the amount of the rentals of the Leased Premises for the whole period of delay. The demand for or payment of said amount shall not be construed as extending the Lease and shall likewise be without prejudice to the attorney’s fees and other liabilities provided in this Lease Contract. The LESSEE shall furthermore hold the LESSOR harmless from any liability in respect of any and all claims made by any succeeding tenant against the LESSOR resulting from the delay in delivering possession of the Leased Premises to such succeeding tenant.
17. Compliance with Rules and Regulations
The LESSEE shall comply with (i) any and all rules and regulations, including those which may be promulgated from time to time and imposed by the Condominium Corporation, provided that the LESSEE is provided with copies of these rules and regulations and (ii) all applicable rules and regulations, ordinances and laws, on the use, occupancy and sanitation of the Leased Premises and the Parking Slot. The LESSEE shall pay all fines, penalties and other charges that may be imposed for, or in connection with, its violation of any such rules, regulations, ordinances, or laws.
Except in case of fault or negligence on the part of LESSOR, its agents, employees or representatives, the LESSEE shall indemnify and hold harmless the LESSOR from and against all claims, demands, liabilities, damages, losses, actions, suits, proceedings, judgments, fines, penalties, costs and expenses (including legal fees and expenses on a full indemnity basis) arising by reason of, from, or in connection with:-
The failure of a party to insist upon a strict performance of any of the terms, conditions, stipulations and covenants of this Contract shall not be deemed a relinquishment or waiver of any right or remedy that the party concerned may have; nor shall it be construed as a waiver of any subsequent breach or default of the terms, conditions, stipulations and covenants hereof which shall continue to be in full force and effect.
No waiver by any party of this Contract of any of its rights under this Contract shall be valid unless expressed in writing and signed by that party. All remedies granted to any party under this Contract or pertinent laws shall be deemed cumulative and non-exclusive.
20. Termination for Breach or Default
The LESSEE agrees that all the covenants and agreements herein contained shall be deemed essential conditions hereof. If default or breach be made of any such conditions or in case of dissolution or insolvency of the LESSEE or imminence thereof, then the LESSOR shall have the right to cancel and terminate this Lease Contract whether judicially or extra judicially upon five (5) days notice delivered at the Leased Premises or posted on the main door thereof. Upon such cancellation and termination, the LESSOR may forthwith lock the Leased Premises and exclude the LESSEE therefrom whether forcibly or otherwise without incurring any civil or criminal liability therefor.
In all cases where this Lease Contract is cancelled and terminated whether judicially or extra judicially by reason of a default or breach committed by the LESSEE, the LESSEE shall be fully liable to the LESSOR for the Lease Rentals corresponding to the remaining unexpired term of this Lease or the sum of Php200,000.00, whichever is higher, as liquidated damages and/or penalty without prejudice to the provisions of Section 16 hereof where applicable. In the event of cancellation and termination of this Lease Contract, the LESSOR is hereby irrevocably authorized as the attorney-in-fact of the LESSEE to sell at the public or private sale without notice to the LESSEE any and all goods, merchandise, furniture and equipment located at the Leased Premises and to apply the proceeds of such sale to any damages and outstanding obligation of the LESSEE under this provision. Should the LESSOR be compelled to seek judicial relief against the LESSEE, the latter shall, in addition to any other damages that may be awarded to the LESSOR, pay an amount equivalent to 20% of the amount claimed in the complaint as and by way of attorney’s fees (with a minimum of Php10,000.00), aside from the costs of suit and other expenses which the law may entitle the LESSOR to recover from the LESSEE.
The LESSEE specially warrants that it is the sole and absolute owner of all properties, furniture, fixtures, appurtenances, and other goods brought by it into the Leased Premises and hereby binds himself/herself not to allow the property of any third party to remain or be left therein. All properties found in the Leased Premises shall be conclusively presumed to belong to the LESSEE and shall be subject to the LESSOR’s lien.
21. Sale of the Property
The LESSEE hereby expressly recognize the absolute right of the LESSOR to sell the Leased Premises during the terms of this Contract of Lease; provided, that the LESSOR shall notify the transferee, assignee or purchaser of the existence of this lease as well as the terms and conditions thereof.
Provided, further, that the LESSOR shall guarantee and ensure that the buyer will respect and be bound by all provisions of this Contract.
22. Governing Law and Venue
(a) This Contract shall be construed in accordance with, and governed in all respects by, the laws of the Philippines, without regard to the conflict of laws principles thereof. Any action under this instrument may be brought before the proper courts located in Makati City, Metro Manila, Philippines.
(b) Service of any writ, summons or other court process upon the LESSEE shall be sufficient, valid and binding if such writ, summons or other court process is served upon any qualified agent or representative of the LESSEE in the Philippines.
All notices and other communications shall be sent or delivered to the respective addresses of the LESSOR and LESSEE first above written.
Each party shall bear its own costs in the drafting, preparation, and review of this Contract. The costs for the execution, notarisation and registration of this Contract shall be divided equally between the LESSEE and the LESSOR.
(a) During the Lease Period, the LESSEE shall obtain and maintain, at its sole cost and expense, adequate insurance cover in respect of the following:
(i) Property and Contents
loss of, or damage to, the Leased Premises and the contents thereof, including improvements, furniture, equipment, fixtures, fittings and other property therein; and
(ii) Third Party Liability
death of, or injury to any person whomsoever, or loss of or damage to any property whatsoever, caused through or by any act, omission, default or neglect of the LESSEE or its servants, employees, agents, contractors or invitees.
(b) The policies for such insurance shall be effected with a reputable insurance company and shall:
(i) reflect the LESSOR as owner of the Leased Premises and an additional insured (or loss payee) to the extent of its interests over such Leased Premises;
The existing property and liability insurance taken by the LESSEE for the Leased Premises shall be honoured by the LESSOR and shall be valid and subsisting until expiration thereof, and is tantamount to compliance with the pertinent provisions of this Contract. The LESSEE shall furnish the LESSOR with a copy of such existing Comprehensive Liability Insurance within five (5) days from execution of this Contract.
The LESSEE shall ensure that the insurance cover and the terms and conditions thereof shall not be cancelled, materially modified or restricted without the prior written consent of the LESSOR, which consent shall not be unreasonably withheld or delayed.
(c) The LESSEE shall present to the LESSOR, as and when required by the LESSOR, a certificate of insurance from the insurance company showing that the policy complies with the terms herein and that it is, in all respects, valid and subsisting.
26. LESSOR’s Representations, Warranties and Covenants
The LESSOR represents, warrants and covenants in favour of the LESSEE that:
27. LESSEE’s Representations, Warranties and Covenants
The LESSEE represents, warrants and covenants in favor of the LESSOR that:
(a) it is duly incorporated and validly existing under the laws of India, and its branch in the Philippines is duly registered in the Philippines;
(b) it has full power and authority to enter into, execute and deliver this Contract and to perform its obligations according to the terms of this Contract;
(c) it has taken all necessary actions to authorize the entry into, execution, delivery and performance of this Contract and the individual executing this Contract on its behalf is duly authorized to do so;
(d) it is in full compliance with all applicable laws necessary to enter into, execute, deliver and perform this Contract;
(e) neither the entry into, execution and/or delivery of this Contract, nor performance hereunder, will conflict with, contravene, violate, breach or constitute a default under any of its corporate or constitutional documents or any agreement to which it is a party or by which it is bound; and
(f) this Contract shall, when executed, constitute a legal, valid and binding agreement enforceable against it in full accordance with the terms of this Contract.
28. Condominium Corporation’s or Building Management’s Acts, Omissions, Delays or Defaults
For the avoidance of doubt, but subject to the provisions of Sections 5 and 8 of this Contract, the LESSOR shall not be (or be deemed to be) responsible or liable to the LESSEE, for any act, omission, delay or default on the part of the Condominium Corporation or Building Management (or their respective officers, employees, agents, representatives or contractors), nor shall any such act, omission, delay or default be a ground for the LESSEE (i) to request or demand a reduction of, or a suspension or delay in the payment of, the Rentals or other amounts payable by the LESSEE hereunder; (ii) to refuse to comply with any of its payment or other obligations hereunder; or (iii) to terminate this Contract (unless otherwise expressly provided in this Contract).
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their respective duly authorized signatories as of the day and year first written above, at Makati City, Metro Manila, Philippines.
REPUBLIC OF THE PHILIPPINES )
BEFORE ME, a Notary Public in and for Makati, Metro Manila, Philippines, on _______ ________, personally appeared:
known to me and to me known to be the same persons who executed the foregoing instrument, and who acknowledged to me that the same is their own free and voluntary act and deed, and likewise that of the corporations which they respectively represent.
This instrument refers to a Contract of Lease relating to _______________________, Philippines, more particularly described in Condominium Certificate of Title No. ___ issued by the Registry of Deeds for Makati City, Metro Manila, and _________ parking slot within the rear surface of the bearing the number [______].
This Contract of Lease consists of 13 pages, including the page on which this acknowledgement is written, and is signed on each and every page by the parties and their instrumental witnesses.
IN WITNESS WHEREOF, I have hereunto affixed my signature on the date and year first above written.
Doc. No. _____