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Republic of the Philippines
City of lloilo
OFFICE OF THE SANGGUNIANG PANLUNGSOD

EXCERPT FROM THE MINUTES OF THE 14'" REGULAR SESSION OF THE SANGGUNIANG
PANLUNGSOD OF THE CITY OF ILOILO, PHILIPPINES, HELD AT THE SESSION HALL, 6'" FLOOR
NEW CITY HALL BUILDING, PLAZA UBERTAD, ILOILO CITY, ON TUESDAY, .M'Rll 12, 2016..
PRESENT:

HON. JOSE S. ESPINOSA Ill

City Vioe Mayor & Presiding Officer
HON. LYNDON V. ACAP
HON. RODEL F. AGADO
HON. JOSHUA C. ALIM,
HON. JULIE GRACE L. BARONDA
HON. ELY A. ESTANTE, JR.
HON. R LEONE N. GEROCHI, Asst. Floor Leader
HON. REYLAND V. HERVIAS, Pres., Lige ng mga Barangay
HON. PLARIDEL C. NAVA II
HON. ARMAND S. PARCON
HON. EDUARDO l. PENAREDONDO, Floor Leader
HON. LEIZLJOY ZULUETA-SALAZAR
HON. JOSE EFRAIN G. TRENAS Ill
HON. CANDICE MAGDALANE A. TUPAS

Member
Member
Member
Member
Member
Member
Ex Officio Member
Member
Member
Member
Member
Member
Member

ABSENT:
NONE.

REGULATION ORDINANCE NO. 2016-118

AN ORDINANCE GRANTING A FRANCHISE TO SOUTH BALIBAGO RESOURCES,
INC. TO DISTRIBUTE WATER IN THE DISTRICT OF JARO, ILOILO CITY AND
AUTHORIZING THE CITY MAYOR TO SIGN THE MEMORANDUM OF AGREEMENT
BY AND BETWEEN THE CITY GOVERNMENT OF ILOILO AND SOUTH BALIBAGO
RESOUKCES, INC .
Sponsored by Councilor Eduardo L. Pei\aredondo, duly seconded by
Councilors Lyndon V. Acap, Joshua C. Alim and Ely A. Estante, Jr.
WHEREAS, South Balibago Resources, Inc. is a private utility corporation organized for the
purpose of operating and maintaining a water supply and distribution system, and which is financially and
technically capable of canying out this purpose, is in pursuit of its mission and objective of operating and
maintaining a sustainable community oriented water supply and distribution and of supplying potable, safe
and reliable water as may be required, justified and authorized;
WHEREAS, the lloilo City Government, which has the jurisdiction over the City of lloilo, and has
taken upon itself the task and responsibility of providing adequate, efficient and safe water supply to its
population;

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Reg. Ord. No. 2016-118. Al/r. 12. 2016

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WHEREAS, the population and constituents of lloilo City in the Jara Distnct, have for a long time,
been clamonng for better and efficient water supply and distnbution service, which would adequately
address public need and convenience and have expressed the urgent need for a complete and
institutionalized water supply and distnbution system to service residential households and commercial
establishments;
WHEREAS, the lloilo City Government, imbued with the duty and responsibility of seeing to what is
best for the community and its population, now seeks to address the problem and find a solution to the lack
of water service to. the constituents of ttoilo City in the Jaro District;
WHEREAS, to realize these objectives the lloilo City Government has enlisted the help and
assistance of South Balibago Resources, Inc.;
WHEREAS, South Balibago Resources, Inc. is willing, ready and capable of providing water
service required in the area.
NOW, THEREFORE, be it ordained by the Sangguniang Panlungsod of the City of lloilo, that:

Section 1. - GRANT OF RIGHTS. - The lloilo City Government, as the sole local authonty
embodying the powers, responsibilities, and laws duly promulgated by the local government of the Republic
of the Philippines, shall grant to South Balibago Resources, Inc. the nght and responsibility to:
i. Design, oonstruct, commission and maintain a new and complete. waterworks
system in the Jara Distnct of lloilo City, and to conduct and carry our the necessary and
required procedures, such as, but not limited to pipe laying, construction of storage tanks,
pump houses, filtration systems, water treatment plants and any other waterworks facilities
or works necessary to render reliable and adequate water service to the said area;
ii. Introduce, establish and construct improvements which South Balibago
Resources, Inc. will own, manage, maintain and operate absolutely;
iii. Render reliable and adequate water service to. the said area in confonmance to
duly approved standards and regulations of the National Water Resources Board (NWRB)
and other government agencies;
iv. Bill and collect payment from the serviced customer for all services rendered;
v. Disconnect customers with past due accounts.

Section 2. FREEDOM OF OPERATIONS. - The lloilo Ctty Government shall grant South
Balibago Resources, Inc. the full power and authority to autonomously and freely deal with its customers in
the conduct of its business and as the NWRB deems appropnate, provided that the vested rights of the
Local Government of lloilo City are not compromised, undenmineor affected.
Section 3. FRANCHISE AREA. - The lloilo City Government shall grant South Balibago
Resources, Inc. a city franchise to service 34 subdivisions and 3 barangays in Jara Distnct of lloilo City
under the governance and junsdiction of lloilo City, hereinafter referred to as the "FRANCHISE AREA'.

Reg. Ord. No. 2016-118,Apr. 12, 2016

Page3

Furthermore, the lloilo City Government, through its vested power and authority, shall help and assist South
Balibago Resources, Inc. in negotiating and securing rights of way and easement within the franchise area
relating to the waterworks facilities and/or access to such facilities so that South Balibago Resources, Inc.
may perform its obligations under this ordinance. Specifically, the lloilo City Government shall provide
needed and required local permits for South Balibago Resources, Inc. once this ordinance is signed.
These local permits include Mayors Permit, Zoning Permit, Sanitary Permit and other related permits,
licenses and documents needed for the effective operation of the waterworks system.
Soctlon 4. l!ERIOO. ~. The petiOd Of agreement Is TWENTY Ft\IE (25) YEARS In commence
upon the fulfillment of the following conditions precedent, hereinafter referred to as the "COMMENCEMENT
DATE'.
a. Completion by South Balibago Resources, Inc. of the construction of the
waterworks, supply and distribution system for the district. The system shall be deemed
complete when South Balibago Resources, Inc. has energized the system; and
b. Enactment by the Sangguniang Panlungsod of the lloilo City Government of this
ordinance.
Section 5. EXPtRATIONfrERMINATION AND RENEWAL. -After a period of TWENTY FIVE
(25) YEARS from the Commencement Date, this ordinance may be renewed by another period that the
lloilo City Government and South Balibago Resources, Inc. will mutually agree upon, provided that:
a. The people of the City of lloilo are satisfied with the water service provided by
South Balibago Resources, Inc.;
b. The Sangguniang Panlungsod is amenable to the RENEWAL of this agreement.
c. After 20 years or before the tum over, the system should be inspected and
rehabilitated if necessary.
In the event that the lloilo City Government and South Balibago Resources, Inc. fail to agree on the
renewal of this agreement, the city government shall have the option to form or appoint a capable agency
of the local government herein referred to as the SUCCEEDING PARTY, to assume the management,
operation and ownership of the waterworks system subject to the payment of a fair market value for all or
some of the fixed assets owned or introduced by South Balibago Resources, Inc., except for:
I. Any property such as but not limited ta land, equipment, and pipelines which are.
donated by a government agency to South Balibago Resources, Inc. during the term of this
ordinance;
II. Any fixed asset, which may be deemed fully depreciated or no longer practical,
to be removed by South Balibago Resources, Inc. in the event that the SUCCEEDING
PARTY decides not to acquire the same;
Ill. The pipeline and water distributions devices.

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Page4

Should the city government fail to appoint or fOITn the SUCCEEDING PARTY and after the
expiration of this ordinance opts to have the system maintained and operated by a private firm, South
sali~ll99. R~~s. lni;. s~aij ~aye ttl\! priority rig!J.I. as.s.u.mi!19 Ihm I~ s.ama ~.mi.s Md @nltittoos. a.!!'.
offered by other negotiating/competing parties to re-negotiate with the city government for the continuance
of its operation subject to the terms and conditions agreec upon;

Section 6. - FRANCHISE FEE. - On the fourth year after the COMMENCEMENT DATE, South
Balibago Resources, Inc. shall pay the lloilo City Government a franchise fee of ONE PESO (PH 1.00) per
cubic meter of water sold and paid in the franchise area.
Section 7. - TARIFFS. - Beginning the COMMENCEMENT DATE, Soulh Balibago Resources,
Inc. shall be allowec to billflnvoice and collect payments from its customers for services rendered, and as
such:
a. Independently set its water rates as identifiec and described in SCHEDULE 1, and as
approved by the NWRB. Thereafter, it shall have the option to escalate its water rates as it sees fit
and reasonable, but likewise subject to the approval of the NWRB;
b. Require all applicants to sign a contract with South Balibago Resources, Inc. requiring
them to make or put up a meter and consumption guaranty deposit and pay all service fees related
to the connection to the water system;
c. Require its customers to shoulder all expenses for materials necessary to tap their
meter stand to the mainline.
Furthermore, any of the aforementioned sums charged to the customer is exclusive of any value
added tax or other tax which might be chargeable in connection with payment of that sum which, if
chargeable will be stated separately and payable by the customer at the same time as it makes the
"'evant payment.

Section 8. EMPLOYEES. - South Balibago Resources, Inc. shall identity, recruit, interview and
hire all new labor and professional, supervisory and managerial personnel as are required to perform its
obligations under this ordinance!, provided, however, South Balibago Resources, Inc. shall take into
consideration that residents of lloilo City shall be given priority
Section 9. TITLES.
a. The title to the entire wateiworks facility assumed (if any) and procurec by South
Balibago Resources, Inc. in the performance of its obligations under this ordinance! shall
not pass to the lloilo City Government and shall remain the absolute property of South
Balibago Resources, Inc. other than that providec for in Section 5 (Renewal);
b. South Balibago Resources, Inc. shall have the full authority to create and provide
security over the watelWOrks facil~ies.

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Rea. Ord. No. 2016-118, AJ>r. 12, 2016

Section 10. WARRANTIES.

a. The lloilo City Government hereby represents warrants and undertakes to South
Balibago Resources, Inc. that at the date of this ordinance and the COMMENCEMENT
DATE:
i. It is duly organized and existing local government of the Republic of the
Philippines;

u. tt has !he full power and autholit)' to pass this ordinance;

iii. It has taken all necessary action for the authorization to pass this ordinance;
iv. This ordinance will be enforceable in accordance with its terms under Philippine
law without any requirement for further action to be taken by any party or any third party;

v. It shall not create any rule, ordinance or resolutions to the effect of impairing the
ability of South Balibago Resources, Inc. to fulfill its obligations under this Agreement.
b. South Balibago Resources, Inc. hereby represents warrants and undertakes ta the. city
government that at date of this ordinance and the COMMENCEMENT DATE:
i. It is a corporation dtJy established under the law of the Philippines;
ii. It shall provide a dependable 24-hour water service and have already standby
generator and elevated water tank to ensure this;
iii. It shall provide adequate water pressure of at least 16 psi;
iv. It shal ensure that the supplied water is chlorinated potable water;
v. It shall ensure that the supplied water will be subject to monthly laboratory tests
against microorganisms;
vi. It shall expand the water services to areas within its Franchise Area that have
not yet been served, provided the expansion is economically feasible
c. The lloilo City Government and South Balibago Resources, Inc. hereto represented and
warranted the power and authority, and legal right to executed this ordinance and perform
their respective obligations, PROVIDED, that this Ordinance is the law between the parties
and constitutes the legal, \!alid, subsisting and binding obligation o.f the. p.arttes hareta
enforceable in accordance with the foregoing agreed terms.

Section 11. CONDITIONS PRECEDENT

a. The respective obligations of the parties under this ordinance are conditional upon the
occurrence of the following:

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Reg. Ord. No. 2))16-118, ffir. 12, 2016

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i. The representations and warranties of the lloilo City Government and South
Balibago Resources, Inc. in this ordinance shall be true and correct in all material respects,
whenever applicable;

ii. BOTH PARTIES shall have exchanged certificates, accordingly signed by duly
authorized officer of BOTH PARTIES attesting to the veraricty, in all material respects and
whenever applicable, of the representations and warranties as mentioned herewith
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iii. A Certified True Copy of the ordinance of the city government;

iv. All government authorizations such as, but not limited to any consent,
pennission, license, concession, aulllorizaion, a(llllOVal ... certificale which is required by
BOTH PARTIES ill l!lm Q!lj\~fill@.
v. No order, statute, rule, regulation, executive order, injunction, stay, decree or
restraining order shall have been enacted, entered, promulgated or enforced by any court
of competent jurisdiction or governmental or regulatory authority or instrumentality having
jurisdiction over the matter that restraints, prohibits or declares ilegal the consummation of
the transactions contemplated herein, no action, suit, inquiry or proceeding shall have
been instituted or threatened by any governmental or regulatory authority or instrumentality
having jurisdiction over the matter that seeks to restrain, prohibit or declare illegal the
consummation of the transaction contemplated herein.
vi. Satisfactory documentary evidence that Scuth Balibago Resources, Inc. has
been registered with the Board of Investments as a pioneer enterprise entitled to the
incentives thereof (incentives of the (Company), if available.
b. BOTH PARTIES shall use all reasonable means of obtaining the aforementioned items
to satisfy the Condition Precedent. Furthennore, on any date that a party becomes aware
that any of the conditions have been satisfied, it shall promptly give notice thereof to the
other party of such accomplishment.
c. Furthennore, if this ordinance is tenninated for failure of South Balibago Resources, Inc.
to fulfill the Conditions Precedent as stated in paragraphs i, ii, iv and vi, of this Clause 11,
South Balibago Resources, Inc. shall indemnify the city government against all costs,
Chat\lllS and e~penses incurred by it in connection with tl1e negotiation, preRaration and
tennination of this Agreement. If this ordinance is tenninated for failure of the city
government to fulfill the Conditions Precedent as stated in paragraphs i, ii, iii, iv of this
Clause 11, then the city government shall indemnify South Balibago Resources, Inc.
against all cost, charges and expenses incurred by it in connection with the negotiation,
preparation and tennination of this ordinance
Section 12. FORCE MAJEURE (Man Made)/FORTUITOUS (Act of God) EVENTS

a. A 'Force Maiauralfortuitous Event" shall mean any e'tnt or circumstance. or

combination of event or circumstances that wholly or partly prevents or unavoidably delays

Reo. Ord. No. gQ16:118, Aor. n 2016

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any part in perfonnance of Us obligation under this ordinance, but not only if and to the
extent that such events and circumstances are not within the reasonable control, directly or
indirectly, of the affected party and could not have been avoided if the affected party had
taken reasonable care. In this case, the lloilo City Government and South Balibago
Resources, Inc. should not be fiable for the fOrce majeure. Force Majeure/Fortuitous Event
includes the following events and circumstances to the extent that they, or their
consequence. satisfy the abo~ ,requiremAnl "'14~s; ~ an~_e-.. . ,
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i. Alf1 form of g<Milllmenl occurrence that may render any or BOTH PARITES
incapable of fulfilfing their obligations in this ordinance!; or
ii. Any act of water (whether declared or not), invasion, anned conflict or act of
foreign enemy, blockade, riot, terrorism or exercise of military power; or
iii. Any earthquake, flood, fire, hurricane or any other act of God or natural
environmental disaster wherever occurring; or
iv. Any condition of and circumstance affecting the site of the facnities [mciuding
but not limited to soil, subsurface, environmental, geclogical, seismic, geotechnical,
climatic, hydrological conditions and the existence of underground obstructions, fossils,
antiquity structures and archeclogical remains); or

v. In adequate source of water of South Balibago Resources, Inc. (but only to the
extent that such in adequate supply does arise from a breach by South Balibago
Resources, Inc. of its obligation under this ordinance); or

vi. Any failure of !he. water e;t~ from the. wall!r resowi:es by South Balibaga
Resources, Inc. to meet the raw water standards of the Philippines (but only to the extent
that such failure does arise from a breach by South Balibago Resources, Inc. of its
obligations under this ordinance); or
vii. Any interruption in the supply of electricity to the seiviced area; and
viii. Any event or circumstance analogous to the fOregoing.

b. If any alt~ f91towing Gim"m~t~. =r l!"ting thft P!!!iOO al t!1is. ordina~ and "PQn
COMMENCEMENT DATE, South Balibago Resources, Inc. shall not have the right to
consider any of them to be a Force Majeure/Fortuitous Event that would suspend the
pertonnance or excuse the non-perfonnance of its obligations under this ordinance;:
i. Any patent or latent defects in any part of the new facilities; and
ii. Breakdown or ordinary wear and tear of the facilities.
c. The lloilo City Government shall not have the right to consider any Government
Occurrence or any even referred to in subparagraph a, v, vi, or vii of this Clause to be a

Reg. Ori!. No. 2016-118. Apr. 12. 2016

Force Majeure/Fortuitous Event that would suspend the pertonnance or excuse the nonpertonnance of its obligations under this ordinance
d. As such, and subject to the paragraphs a, b and c of this Clause, no party shall be
considered to be m default under this ordinance is prevented whether wholly or partly, by
any circumstance of any Force Majeure/Fortuitous Event which arises after the date of this
ordinance and each partly shall be entitled to suspend perfonnance of its obligations to
the extent that such party in pravenled wholly or in iJBrl in eam<iAQ ""tits olllloatioos onder
this ominanoo.
e. Furthennore, if any party shall rely on the occurrence of the event or condition as a
basis for being excused from perfonnance of its obligations under this ordinance , then the
party relying on the event or conditions shall:
i. Provide prompt notice to the other party of the occurrence of the event or
condition giving an estimation of its expected duration and the probable impact on the
perfonnance of its obligations hereunder;
ii. Exercise aft reasonable e.tforts to continue to perfurm its o.btigafians hereunder;
iii. Expeditiously lite action to correct or cure the event or condition excusing
perfonnance
iv. Exercise all reasonable effort to mitigate or limit damages to the other party to
the extent such action will not advernely affects its own interests;
v. Provide periodic notices to the other properties with respect to its action and
plans for action and render prompt notice to the other party of the cessation and the event
or condition giving rise to it being excused from perfonnance.
vi. Be likewise held free and hannless from any obligation resulting from the
occurrence beyond the control of both parties, or the event is not the fault of both or either
parties.

Section 13. EVENTS AND REMEDIES OR DEFAULT

a. Each of the following shall, to the extent that it is not caused by the default of the lloilo
City Government or any act or omission of any Government Entity or a Force
Majeure/Fortuitous Event and is not remedied within the time period pennitted (if any), be
a SECOND PARTY (South Bafibago Resources, Inc.) EVENT OF DEFAULT and entitle
the c~y government to issue a Notice of Intention to tenninate immediately;
i. South Batibago Resources, Inc. fails to provide services of sufficient stanctan:I
that there is a widespread danger to the health of the public in the seNiced area and such
failure continues for 30 days after written notice from the city government to South
Balibago Resources, Inc. requesting that such a failure be cured; or

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ROJl. Ord. No. 2Q16-118. tvir. 12. 2016

Page9

.
ii. South Balibago Resourtes, Inc. fails to perfonn or fulfill its obligations and such
farlure contrnues for 180 days after written notice for the city government to South Balibago
ResourteS, Inc. requesting that such failure be cured or
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iii. South Balibago ResourteS, Inc. becomes financially insolvent.

b. Jn an event that the city uovemml!llt t,aill;. to ~ "llll ~f ifs eeliQelioos oodor this
onlinance in a tlllllelial respiic! 11'1!1 Std! laium cooti!iuiis tt"5&,.r.....tWillen notice
from Sootll Baiiagli~, Inc. lo lhecitygovern1118111~1ha1SUCll'filiure be
remedied; and, if such non-perfonnance is not caused by a default of South Balibago
ResourteS, Inc. or a Force Majeure/Fortuitous Event, a FIRST PARTY(lloilo City
Government) EVENT OF DEFAULT shall be declared and shall thus entltled South
Balibago Resources, Inc. to issue a Notice of Intention to tenninate immediately.
c. If a Forte Majeure/Fortuitous Event occurs either:
i. For a penod exceeding 180 calendar days, or
ii. For an aggregate of more than 180 calendar days over any penod of 360
calendar days then South Balibago ResourteS, Inc. may tenninate this Agreement by
issuing a Tennination Notice at any time after the 180-<:alendar day penod has expired.

Section 14. CONSEQUENCIE Of DEEAULT - If any Event of default occurs and due notice of
intent lo tenninate has been issued to the defaulting party, BOTH PARTIES shall cease to perfonn their
obligations herein stated in this ordinance. Thereafter, BOTH PARTIES shall agree on the following tenns:
a. Should the Event of Default occur .before South Balibago Resourtes, Inc. has
completely l!!COvered its investment, the lloilo City Government shall:
i. A/low South Balibago ResourteS, Inc. to operate the water system with due
assistance and approval, until such time it would have completely recovered its
investment, as well as repay all loans incurred in the conduct of business; or
ii, Procure all assets of the waterworks system from South Balibago Resources,
Inc. based on tenns mutually agreed upon by BOTH PARTIES, and insofar as South
Balibago ResourteS, Inc. shall be able to recover its investment and repay all loans
incurred in the conduct of business
b. If the investment of South Balibago Resourtes, Inc. would have been completely
l!!CDvered at any time or within the occurrence of the Event of Default, BOTH PARTIES
shall follow the condolons stated in Clause 5 (Renewal) in the turnover of the waterworks
facilittes.

Section 15. CONFIDENTIAL/TY. - Each of the parties shall treat all documents and other
information whether wntten or oral and whether technical or commercial, supplied to them by or on behalf
of any other party to this ordinance, relating to the facilities and shall not, without the pnor wntten consent
of the other party or as required by law, the regulations of any international stock exchange or recognized

Reg. Ord. No. 2016-118. Apr. 12. 2016

Page 10

procedure practice and except in the case of information given to the tenders, or any direct or indirect
parent ccrporation.
South Balibago Resources, Inc. or any shareholder thereof, neither disclosed to any third party the
whole or part of any such document or information nor shall otherwise ccmmunicate the same unless for
the purpose of ccmplying with the terms of this ordinance.
However, South Baliblll)o. Resources. lnc. ano ii& oontraeters sllall 00 - d to disclose toarwof
their ~.advisers and CO!lllaiklls al OOrumenls and olher illormalion as may be necessary for the
pe00nnin:e al mspective obrigations, but they shall not cause or pennit aiy al lhese persorn; to
disclose aiy document or information mace available to them except as maybe necessay for such
performance.
Section 16. ASSIGNMENT
a. South Balibago Resources, Inc. shall not assign or otherwise transfer all or any of their lights or
obligations under this ordinance without the prior wlitten ccnsent of the lloilo City Government.
b. South Balibago Resources, Inc. may, with the ccnsent of the lloilo City Government:
i.
ii.

Delegate, assign and/or sub-eontract any of its lights or obligations under this agreement;
or
Assign, transfer or create security over all or any benefit of this Agreement for the
purposes of the financing or refinancing of the Company. Wrthout prejudice to the terms of
any agraement entered into, all other assignment or transfl!r by South Batihago
Resources, Inc. of its lights and obligations under this ordinance shall require the prior
wlitten consent of the city government such ccnsent not to be unreasonably withheld or
delayed.

Section 17. RATIFICATION/CONFIRMATION - This ordinance becomes effective and

enforceable upon ratification/ccnfirmation by the Sangguniang Bayan as required under the Local
Government Code of 1991.
BOTH PARTIES hereto represented and warranted the flO'll'lf and autholity and legal light to
execute this Agreement constitutes the legal, valid, subsisting and binding obligation of the parties hereto
enforceable in accordance with agreed term.
Section 18. MISCELLANEOUS PROVISIONS
a. CUMULATIVE RIGHTS - Any light or remedy ccnferred by this Agreement upon BOTH
PARTIES shall not he exclusive of any other lights or remedy of BOTH PARTIES, whether under
this Agreement or provided or permitted to BOTH PARTIES at law or in equity, but each light or
remedy shall he cumulative of very other light or remedy available to BOTH PARTIES
b. NO WAIVER - The failure of either party to this ordinance to insist upon the stlict performance of
any of the terms and conditions of this ordinance shall not he construed as a waiver thereof or of

Reg. Ord. No. 2016-118. /\j)r.12. 2016

Page 11

any other terms and conditions of this ordinance, but the same shall continue and remain in full
force and effect as if no such forbearance or waiver had occurred.
c. BINDING EFFECT - Except as otherwise expressly provided, this ordinance shall inure to the
benefit of and be binding upon each party thereto, and their respective successors and assigns.
d. ENTIRE AGREEMENT - This ordinance contains the entire agreement of the parties concerning
the subject matter hereof and shall, as of the effective date hereof, supersede all previous
understandings and agreement, whether oral or written, between the parties on the subject.
e. NOTICES - Any notice or communication required to be given hereunder shall be deemed yo
have been given when sent by messenger, telegram or by registered mail to the addressee at its
address herein indicated or such other address as the parties may subsequently designate.
f. AMENDMENT OR MODIFICATION OF THE ORDINANCE -Any amendment or modification of
this ordinance, or any additional obligation assumed by either party in connection with this
ordinance shall be binding only if in writing and signed by the authorized representatives of the
parties.
g. SEPARABILITY CLAUSE - In the event that any one or more of the provisions of this ordinance
are declared invalid, illegal, or unenforoeable, such provisions shall be deemed stricken out, and
the invalidity, illegality, or unenforceability of these provision/s shall not affect the rest of the
ordinance which shall remain in full foroe and effect.
h. VENUE OF ACTION - All actions or proceedings arising out of or in connection with this
ordinance shall be brought exclusively before the courts of lloilo City.

SCHEOULE 1
South Balibago Resources, Inc. will be charging a minimum of THIRTY-FIVE PESOS and 75/100
(Php35. 75) per cubic meter of water for Residential Establishments and SEVENTY PESOS (Php70.00) per
cubic meter of water for Commercial Establishments. Each Residential customer will be billed for a
minimum of TEN (10) cubic meters per month of THREE HUNDRED AND FIFTY-SEVEN PESOS and
50/100 per month (Php357 .50/monlh) and each Commercial customer will be billed for a minimum
TWENTY-FIVE (25) cubic meters of water per month or ONE THOUSAND SEVEN HUNDRED AND FIFTY
PESOS (Php1.750.00)/month. Consumption in excess of the minimum will follow the rate schedule below.
Furt~r. the ratea am sutiie.ci fQ awrnprtat~ Md il>lmllY ~anctio.ood il1C1'e!IS.!!$. if and 'llhe.m1'!!lr -s.ary as.
stated in Clause 7a (Tariffs). Moreover, South Balibago Resouroes, Inc. will also be charging Power Cost
Adjustment (PCA), without need of any approvals, provided South Balibago Resouroes, Inc. can justify the
increase in power and fuel cost. The PCA is a standard provision among utility companies.
Consumption Block Residential Rate (Php/cu.m.) Commercial Rate (Php/cu.m.)
Minimum
P 357.50 /10 cu.m.
P 1,750.00 /25 cu.m.
11-20 cu.m.
P 36.50 /cu.m.
P 38.00 /cu.m.
P 70.00 /cu.m.
21-30 cu.m.
P 75.00 /cu.m.
P 39.50 /cu.m.
31-40 cu.m.
P 80.00/cu.m.
41-50 cu.m.
P41.00/cu.m.

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Reg. Ord, No. 2016-118, Apr. 12, 2016

51-60cu.m.
61-70 cu.m.
71-100cu.m.
Over 100 cu.m.

P 43.00 /cu.m.
P 45.00 /cu.m.
P 47.00 /cu.m.
P 50.00 /cu.m.

Page 12

P 85.00/cu.m.
P 90.00/cu.m.

P 95.00/cu.m.
P 100.00/cu.m.

Section 19. - The City Mayor is hereby authorized to sign the Memorandum of Agreement by and
between the Ctty Government of lloilo and South Balibago Resources, Inc.
Section 20. - This orolnance shall take effect llnmediatel~ upon 3P1lrclVal.
ENACTED, April 12, 2016.
I hereby certify to the correctness of the above quoted ordinance.

RUTH H. ARROY
tary to the Sanggum<illl,W/

o-

ATTESTED AND CERTIFIED

TO BE DULY

City Vice Mayor & Presiding Officer

!nats/DN 16--04-1894

APPROVED:

'J'
\

,,-

,;.;:-

..
MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (this "Agreement"), made and entered into this __ day of
- - - - - - - - 2016 in____ , by and between:
THE CITY GOVERNMENT OF ILOILO, a duly organized and existing local government
unitjlnstrumentality of the Republic of the Philippines, with governmental as well as proprietary
powers, represented by its City Mayer, HON. JED PATR.tCK MABILOG, upon authority granted to

him by the 5angguniang Pang!ungsOd under its Resolution No. ~-' Series of 2016 dated
------ - - 2016, hereinalter referred to as the

"FIRST PARTY",
-AND-

SOUTH BALIBAGO RESOURCES, INC., a privatery owned and controlled corporation organized and
existing under and by virtue of the taws of the Philippines with postal address at Brgy. Gines Viejo,
Passi City, represented bY its president MR. JESUS M. ZULUETA, JR., hereinafter referred to as the
"SECOND PARTY",

WITNESSETH:
WHEREAS, the SECOND PARTY ls a private utility corporation -organized for the purpose of
operating and maintaining a water supply and distribution system, and which is financfaHy and
technically capable of carrying out this purpose, iS in pursuit of its mission and objective of operating
and maintaining a sustainable community oriented water supply and distribution and of supplying
potable, safe and reliable water as may be required, justified and authorized;

WHEREAS, the FIRST PARTY, whieh has the jurisdiction over the Clty of I!ollo, and has taken
upon Itself the task and responsibility of providing adequate, efficient and safe water supply to its
population;
WHEREAS, the population and constituents of Jloilo City in the Jara District, have for a long
time, been clamoring for better and efficient water supply and distribution service, which would
adequately address public need and convenience and -have expressed the urgent need for a complete
and institutionatized water supply and distribution system to service residential households and
commercial establishments;
WHEREAS, the FIRST PARTY, imbued with the duty and responsibility of seeing to what is
best for the community and its population, now seeks to address the problem and fmd a solution to
the lack of water service to the constituents of Hollo City in the Jaro DistrH:t;
WHEREAS, to realize these objectives the FIRST PARTY has enlisted the help and assistance
of the SECOND PARTY;
WHEREAS, the SECOND PARTY is willing, ready and capable of providing water service
required in the area;
NOW THEREFORE, for and in consideration of the above~cited premtses and mutual
covenants herein contained, the parties do hereby bind themselves and agree on the following:

TERMS AND CONDITIONS

1. GRANT OF RIGHTS - The FIRST PARTY, as the sole local authority embodying the powers,
responsibilities, and laws duly promulgated by the local government of the Republic of the Philippines,
shall grant to the SECOND PARTY the right and responsibility to.:
L

ii.
iii.

Design, construct, commission and maintain a new and complete waterworks system in
the Jaro District of Itoi!o City, and to conduct and carry out the necessary and required
procedures, sucn as, but not limited to pipe laying, construction of stotage tanks, pump
houses, filtration systems, water treatment plants and any other waterworks facilities or
works necessary to render reliable and adequate water service to the said area;
Introduce, establish and construct improvements which the SECOND PARTY wH! own
manage, maintain and operate absolutely~
Render reliable and adequate water service to the said area in conformance to duly
approved standards and regulations of the National Water Resources Board {NWRB) and
other government agencieSi

,.
iv.

BUI and collect payment from the serviced customers for au services rendered

v.

Disconnect customers with past due accounts;

'

2. FREEDOM OF OPERATIONS - The FIRST PARTY shall grant the SECOND PARTY the full power and
authority to autonomously and freely deal with its customers in the conduct of its business and as the
NWRB deems appropriate, provided that the vested rights of the Local Government of I/oilo City are
not compromised, undermined or affected.

3. FRANCHISE AREA - The FIRST PARTY shall grant the SECOND PARTY a city franchise to service
34 subdivisions and 3 barangays in Jara District of Jloilo City under the governance and jurisdiction of
Iloi!o City, hereinafter referred to as the "FRANCHISE AREA". Furthermore, the FIRST PARTY, through
its vested power and authority, shall help and assist the SECOND PARTY in negotiating and securing
rights of way and easement within the franchise area relating to the waterworks facilities and/or
access to such facilities so that the SECOND PARlY may perform Its obligations under this Agreement.
Specifically, the FIRST PARTY shall provlde needed and required local permits for the SECOND PARTY
once this Agreement is signed. These focat permits 'include Mayor's Permit, Zoning Permit, Sanitary
Permit and other related permits, licenses and documents needed for the effective operation of the
waterworks system. The FIRST PARTY shall also provide the SECOND PARTY with the requisite
Sanggunia.ng Pangfungsod Resolutions showing the sfgnatures of Majority.

4. PERIOD - The periOd of agreement is TWENTYFlVE (25) YEARS to commence upon the f-ulf!llment
of the following conditions precedent, here!nalter referred to as the "COMMENCEMENT DATE":
a.

b.

Completion by the SECOND PARTY of the construction of the waterworks supply and
distribution system for the Municfpatfty. The system shall be deemed complete when the
SECOND PARTY has energized the system; and
Enactment by the sangguniang Panglungsod of the FIRST PARTY of the resolution ratifying
th1s Agreement between BOTH PARTIES;

5. EXPIRATION I TERMINATION AND RENEWAL - After a period of TWENTYFIVE (25) YEARS

from the Commencement Date, this Agreement may be renewed for another period that the FIRST
PARTY and SECOND PARTY wlll mutually agree upon, provlded that:
a.

The people of the City of Itoi!o are satisfied with the water service provided by the SECOND
PARTY;
b. The Sangguniang Panglungsod is amenable to the RENEWAL of this agreement;
c. After 20 years or before the turn over, the system should be inspected and rehabilitated if
necessary.
In the event that the FIRST PARTY and SECOND PARTY fall to agree on the renewal of this agreement,
the FIRST PARTY shall have the option to f-orm or appoint a capable agency of the local government,
herein referred to as the SUCCEEDING PARTY, to assume the management, operations and ownership
of the waterworks system subject to the payment of a fair market value for all or some of the fixed
assets owned or introduced by the SECOND PARTY, except for:
i.
ii.

iii.

Any property such as but not limited to land, equipment, and pipelines which are donated
by a government agency to the SECOND PARTY during the term of this A9reement;
Any fixed asset, which may be deemed fully depreciated or no longer practical, to be
removed by the SECOND PARTI in the event that the SUCCEEDING PARTY decides not to
acquire the same.
The pipeline and water distribution devices.

Should the FIRST PARTY fail to appoint or form the SUCCEEDING PARTY and after the expiration of
this Agreement opts to have the system maintained and operated by a private firm, the SECOND
PARTY shall have the priority right, assuming that the same terms and conditions are offered by other
negotiating / competing parties to renegotiate with the FIRST PARTY for the continuance of its
operation subject to the terms and conditions agreed upon;
6. FRANCHISE FEE - On the fourth year after the COMMENCEMENT DATE, the SECOND PARTY shall
pay the FIRST PARTY a franchlse fee of ONE PESO (PhPl .00)" per cubic meter of water sold and paid ln
the franchise area.
7, TARIFFS - Beginning the COMMENCEMENT DATE, the SECOND PARTY shall be allowed to
bill/invoice and collect payment from Its customers for services rendered, and as such:
a.

Independently set Its water rates as Identified and described In SCHEDULE 1, ancJ as approved
by the NWRB. Thereafter, it shall have the option to escalate Its water rates as It sees flt and
reasonable, but likewise subject to the approval of the NWRB;.

b.

Require all applicants to sign a contract with the SECOND PARTY requiring them to make or
put up a meter and consumption guaranty deposit and pay all service fees related to the

connection to the water system.

c.

Require its customers to shoulder all expenses for materl;;;ils necessary to tap the'1r meter
stand to the mainline;

Furthermore, any of the aforementioned sums charged to the customer is exclusive of any value
added tax or other tax which might be chargeable In cohnectlon with payment of that sum and which,
if chargeable will be stated separately and payable bY the customer at the same time as it makes the
relevant payment.
8. EMPLOYEES - The SECOND PARTY shall identify, recruit, lntervlew and hire alt new labor and
professional, supervisory and managerial personnel as are required to perform its obligations under
this Agreement, provided, however, the SECOND PARTY shall take into consideration that residents of
Iloilo City shall be given priority.

9. TITLES
a.

b.

The title to the entire waterworks facility assumed (if any) and procured by the SECOND
PARTY in the performance of Its obligations under this Agreement shall not pass to the FIRST
PARTY and shall remain the absolute property of the SECOND PARTY other than that provided
for in Clause 5 (Renewal).
The SECOND PARn' shall have the full authority to create and provide security over the
waterworks facilities.

10. WARRANTIES
a. The FIRST PARTY hereby represents warrants and undertakes to the SECOND PARTY that at
the date of this Agreement and the COMMENCEMENT DATE:
I. It ts duly organized and existing local government of the Republic of the Phtlippines;
!i. It has the full power and authority to enter into this Agreement;

iii. It has taken au necessary action for the authorization of lts entry Into this

Agreement;
iv. This Agreement wiH be enforceable in accordance with its terms under Philippine
law without any requirement for further action to be taken by any party or any thfrd
party;
v. It shall not create any rule, ordfnance or resolution to the effect of Impairing the
ability of the SECOND PARTY to fulfill its obligations under this Agreement.
b. The SECOND PARTY hereby represents warrants and undertakes to the FIRST PARlY that at
date of this Agreement and the COMMENCEMENT DATE:
i. It is a corporation duly established under the law of the Philippfnes;
ii. It has full power and authority to enter into this Agreement;
iii. It has taken all necessary action for the authorization of its entry into this
Agreement and the performance of its obligations under this Agreement;
iv. It shall provide a dependable 24~hour water service and have standby generator
and elevated water tank to ensure this;
v. It shalt provide adequate water pressure of at least 16 psi;
vi. It shall ensure that the supplied water is chlorlnated potable water;
vii. It shall ensure that the supplied water will be subject to monthly laboratory tests
against microorganisms;
viii. It shall expand the water services to areas within tts Franch!Se Area that
have not yet been served, provided the expansion is economically feasible.

c. BOTH PARTIES hereto represented and warranted the power and authority, and
legal right to execute this Agreement and perform their respective obfigations.
PROVIDED, that this agreement is the law between the parties and constitutes the legal, valid,
subsisting and binding obligation of the parties hereto enforceable fn accordance with the
foregoing agreed terms.

'.

11. CONDITIONS PRECEDENT

a. The respective ob!i9ations of the parties under this Agreement are condltional upan the
occurrence of the following:

ii.

The representations and warranties of BOTH PARTIES in this Agreement shall

be true and correct in all material respects, whenever applicable~
BOTH PARTIES shall have exchanged certificates, accordingly signed by duly

iii.

authorized officer of BOTH PARTIES attesting to the veracity, in all material

respects and whenever applicable; of the representations and warranties as
mentioned herewith;
A Certified True Copy of the Resolution of the FIRST PARTY authorizing the

i.

iv.

v.

vi.

execution, delivery and performance of this Agreement~

Al! government authorizations such as, but not limited to any consent,
permission, license, concession, authorization, approval or certificate which is
required by BOTH PARTIES in this Agreement;
No order, statute, rule, regulation, executive order, injunction, stay, decree or
restraining order shall have been enacted, entered, promulgated or enforced
by any court of competent jurisctictlon or governmental or regulatory authority
or instrumentality having jurisdiction over the matter that restraints, prohlbfts
or declares illegal the consummation of the transactk>ns contemplated herein,
and no action, suit, inquiry or proceeding shalt have been instituted or
threatened by any governmental or regulatory authority or instrumentality
having jurisdiction over the matter that seeks to restrain, prohibit or declare
illegal the consummation of the transaction contemplated herein;
Satisfactory documentary evidence that the SECOND PARTY has been
registered wlth the Board of Investments as a pi-Oneer enterprise entitled to
the incentives thereof (incentives of the Company), if available.

b. BOTH PARTIES shall use all reasonable means of obta1ning the aforementioned items to
satisfy the Condition Precedent. Furthermore, on any date that a party becomes aware that
any of the conditions have been satisfied, it shall promptly give notice thereof to the other
party of such accomplishment.
c. Furthermore, if this Agreement Is terminated for failure of the SECOND PARTY to fulfill the
Conditions Precedent as stated in paragraphs l, ii, iv and vi, of thls Clause 11, the SECOND
PARTY shalt indemnify the FIRST PARTY against all costs, charges and expenses incurred by it
in connection with the negotiation, preparation and teITTJinatlon of this Agreement. If this
Agreement is terminated for failure of the FIRST PARTY to fulfill the Conditions Precedent as
stated in paragraphs l, ii, iii, iv of this Clause 11 1 then the FIRST PARTY shall indemnify the
SECOND PARTY against all costs, charges and expenses incurred by !t in connection with the
negotiation, preparation and termination of this Agreement.
12. FORCE MAJEURE (Man Made)/FORTUITOUS (Act of God) EVENTS

a, A "Force Majeure/Fortuitous Event" sha!J mean any event or circumstance or combination of

events or circumstances that wholly or partly prevents or unavofdably delays any part in
performance of its obligations under this Agreement, but not only If and to the extent that
such events and circumstances are not within the reasonable control, directly or Indirectly, of
the affected party and could not have been avoided if the affected party had taken reasonable
care. In this case, BOTH PARTIES should not be liable for the force majeure. Force
Majeure/Fortuitous Event tncludes the following events and circumstances to the extent that
they, or their consequence, satlsfy the above requirement and paragraphs b and c.
I.
n.
iii.

iv.

v.

Any form of government occurrence that may render any or BOTH PARTIES
incapable of fulfilling their obligations in this Agreement; or
ii. Any act of water (whether declared or not), invasion, armed conflict or act
of foreign enemy, blockade, riot, terrorism or exercise of military power; or
Any earthquake, flood, fire 1 hurricane or any other act of God or natural
environmental disaster wherever occurring; or
Any condition of and circumstance affecting the site of the facilities (including
but not limited to sol!, subsurface, environmental, geological, seismic,
geotechnical, climactic, hydrological conditions and the existence of
underground obstructions, fossils, antiquity structures and archeologica!
remains); or
Inadequate source of water of the SECOND PARTY (but only to the extent that
such inadequate supply does arise from a breach by the SECOND PARTY of its
obligations under this Agreement); or

vi.

vii.
viii.

Any failure of the water extracted from the water resources by the SECOND
PARTY to meet the raw water standards of the Philippines (but only to the
extent that such failure does arise from a breach by the SECOND PARTY of its
obligations under tttls Agreement); or
Any interruption In the supply of electricity to the serviced area; and
Any event or circumstance analogous to the foregoing.

b. If any of the following circumstances occur during the Period of this Agreement and upon
COMMENCEMENT DATE, the SECOND PARTY shall not have the right to consider any of them

to be a Force Majeure/Fortu1t-0us Event that would suspend the performance or excuse the
non-performance of Its obligations under this Agreement.

i.
ii.

c.

Any patent or ratent defects in any part of the new facilities; and
Breakdown or ordinary wear and tear of the facilities.

The FIRST PARTY shall not have the right to consider any Government Occurrence or any even
referred to in subparagraph a. v, vi, or vii of this Clause 12 to be a Force Majeure/Fortultous
Event that would suspend the performance or excuse the nonperformance of its obllgations
under this agreement.

d. As such, and subject to paragraphs a, b and c of this Clause, no party shall be considered to
be in default under this Agreement when and to the extent that performance of obligations
under this Agreement is prevented whether wholly or partly, bY any circumstance of any Force
Majeure/Fortuitous Event which arises after the date of this Agreement and each party shatl
be entitled to suspend performance of its obligations to the extent that such party is
prevented whof!y or in part in carrying out its obllgatlons under this Agreement.
e.

Furthermore, if any party shall rery on the occurrence of the event or condition as a basis for
being excused from performance of its obligations under this Agreement, then the party
relying on the event or condition shall
i.

ii.
Iii.

iv.
v.

vi.

Prov'1de prompt notice to the other party of the occurrence of the event or condition
giving an estimation of its expected duration and the probable impact on the
performance of its obligations hereunder;
Exercise all reasonable efforts to continue to perform its obligations hereunder;
Expeditiously take action to cotrect or cure the event or condition excusing
performance;
Exercise all reasonable effort to mitigate or limit damages to the other party to the
extent such action will not adversely affects lts own interests;
Provide periodic notices to the other properties with respect to its action and plans
for actions and render prompt notice to the other party of the cessation and the
event or condition giving rfse to it being excused from performance.
Be likewise held free and harmless from any obligation resulting from the occurrence
beyond the control of both parties, or the event is not the fault of both or either
parties.

13. EVENTS AND REMEDIES OF DEFAULT

a. Each of the following shall, to the extent that it is not caused by the dGfault of the FIRST
PARTY or any act or omission of any Government Entity or a Force Majeure/Fortuitous Event
and is not remedied within the time period permitted (lf any), be a SECOND PARTY EVENT OF
DEPAULT and entitle the FIRST PARTY to issue a Notice of Intention to terminate Immediately;
l.

ii.

iii.

The SECOND PARTY faJJs to provide services of sufficient standard that there is a
widespread danger to the health of the public in the serviced area and such failure
continues for 30 days after written noti.ce from the FIRST PAR1Y to the SECOND PARTY
requesting that such a failure be cured; or
The SECOND PARTY fails to perform or fulfill Its obligations and such fallure continues
for 180 days after written notice for the FIRST PARTY to the SECOND PARTY
requesting that such failure be cured; or
The SECOND PARTY becomes financially insolvent.

b. In 3n event that the FIRST PARTY fails to perform any of its obligations under this
Agreement in a material respect and such failure continues for 45 days after written notice
from the SECOND PARTY to the FIRST PARTY requesting that such fallure be remedfed; and, if
such non~performance is not caused by a defautt of the SECOND PARTY or a Force
Majeure/Fortuitous Event, a FIRST PARTY EVENT OF DEFAULT shall be declared and shall thus
entitle the SECOND PARTY to issue a Notice of Jntentlon to terminate immediately.


c. If a Force Majeure/Fortuitous Event occurs either:
i. For a period exceeding 180 calendar days, or
ii. For an aggregate of more than 180 calendar days over any period of 360 calendar
days then the SECOND PARTY may terminate this Agreement by issuing a Termination
Notice at any time after the 180-calendar day period has expired.

14. CONSEQUENCE OF DEFAULT - If any Event of Default occurs and due notice of intent to
terminate has been issued to the defaulting party, BOTH PARTIES shall cease to perform their
obligations herein stated in this Agreement. Ther'eafter, BOTH PARTIES shall agree on the following

terms:
a. Should the Event of Default occur before the SECOND PARTY has completely recovered its
investment, the FIRST PARTY shall:

i.

Allow the SECOND PARTY to operate the water system with due assistance and
approval, until such time It would have completety recovered Its Investment,
as well as repay all loans Incurred in the conduct of business; or
ii.
Procure alf assets of the waterworks system from the SECOND PARTY based
on terms mutually agreed upon by SOTH PARTIES, and insofar as the Si;COND
PARTY shall be able to recover Its Investment, and repay all Joans Incurred In
the conduct of business.
b. If the investment of the SECOND PARTY would have been completely recovered at any time
or within the occurrence of the Event of Default, BOTH PARTIES Shall follow the conditions
stated in Clause S (Renewal) in the turnover of the waterworks facilities.
15. CONFIDENTIALITY - Each of the parties shall treat alt documents and other information whether
written or ora! and whether technical or commercial, supplfed to them by or on behalf of any other
party to this A9reement, relating to the facilities and shall not, without the prior written consent of the
other party or as required by law, the regulations of any International stock -exchange or recognized
procedural practice and except fn the case of Information given to the lenders, or any direct or Indirect
parent corporatlon.
The SECOND PARTY or any shareholder thereof, neither disclose to any third party the whole or part
of any such document or information nor shalt otherwise communicate the same unless for the
purpose of complying with the terms of this Agreement.
However, the SECOND PARTY and its contractors shall be entitled to disclose to any of their
employees, advisers and contractors all documents and other information as may be necessary for the
performance of their respective obllgations, but they shall not cause or permit any of these persons to
disclose any document or information made avaHable to them except as maybe necessary for such
performance.
16. ASSIGNMENT
a.

The SECOND PARTY shall not assign or otherwise transfer all or any of their rights or
obligations under this Agreement without the prior written consent of the FIRST PARTY.

b. The SECOND PARTY may, with the consent of the FIRST PARTY:

i.
ii.

Delegate, assign and/or sub~contract any of its rights or obligations under this
agreement; or
Assign., transfer or create security over aJl or any benefit of this Agreement for the
purposes of the fin.anting or refinancing of the Company. Without prejudice to the
terms of any agreement entered into, alt other assignment or transfer by the SECOND
PARTY of its rights and obligations under this Agreement shall require the prior written
consent of the FIRST PARTY such consent not to be unreasonably withheld or delayed.

17. RATIFICATION / CONFIRMATION - This agreement becomes effective and enforceable upon
ratification/confirmation by the Sangguniang Bayan as required under the Local Government Code of
1991,
BOTH PARTIES hereto represented and warranted the power and authority and legal right to execute
this Agreement constitutes the regal, valid, subsisting and bindfng obligation of the parties hereto
enforceable in accordance with agreed term.

'

18. MISCELLANEOUS PROVISIONS

a.

CUMULATIVES RIGHTS - Any right or remedy conferred by this Agr-eement upon BOTH
PARTIES shall not be exclusive of any other rights or remedy of BOTH PARTIES, whether
under this Agreement or provided or permitted to BOTH PARTIES at law or ln equity, but

each right or remedy shall be cumulative of very other right or remedy avaifable to BOTH
b.

PARTIES
NO WAIVER - The failure of either party to this Agreement to insist upon the strict
performance of any t>f the terms and conditions of thfs Agreement shall not be construed

as a waiver thereof or of any other terms and conditions of thls Agreement, but the same
shall continue and remain in full Force and effect as if no such forbearance or waiver had
occurred.
c. BINDING EFFECT - Except as otherwise expressly provided, this Agreement shall inure to
the benefit of and be binding upon each party thereto, and their respective successors and
assigns.
d. ENTIRE AGREEMENT - This Agreement contains the entire agreement of the parties
concerning the subject matter hereof and shall, as of the effective date hereof, supersede
all previous understandings and agreements, whether oral or written, between the parties
on the subject.
e. NOTICES - Any notice or communication required to be given hereunder shall be deemed
to have been given when sent by messenger, telegram, or by registered mail to the
addressee at its address herein Indicated or such other address as the parties may
subsequently designate.
f. AMENDMENT OR MODIFICATION OF THE AGREEMENT- Any amendment or modification of
this Agreement, or any additional obtigatJon assumed by either party in connection with
this A-greement, shall be binding only if in writing and signed by the authorized
representatives of the patties.
g. SEPARABJLilY CLAUSE - In the event that any one or more of the provisions of this
Agreement are declared invalid, illegal, or unenforceable, such provisions shall be deemed
stricken out, and the invalidity, illegallty, or unenforceability Of these provision/s Shall not
affect the rest of the Agreement~ which shall remain in full force and effect.
h. VENUE OF ACTION - AU actions or proceedings arising out of or in connection with this
Agreement shall be brought exduSlvely before the courts of Ilollo CJty.
SCHEDULE 1

The SECOND PAR1Y will be charging a minimum of THIRlY-FlVE PESOS and 75/100 (PhP 35.75) per
cubic meter of water for Residential Establishments and SEVENTY PESOS (PhP 70.00) per cubic meter
of water for Commercial Establishnients. Each Residential customer will be billed for a minimum of
TEN (10) cubic meters per month or THREE HUNDRED AND FJFTY~SEVEN PESOS and 50/100 per
month {PhP 357.50/month) and each Commercial customer will be bllled for a minimum TWENTY-FIVE
(25) cubic meters of water per month or ONE THOUSAND SEVEN HUNDRED AND FIFlY PESOS (PhP
1,750.00)/month. Consumption in excess of the minimum will follow the rate schedule below. Further,
the rates are subject to appropriate and legally sanctioned Increases if and whenever necessary as
stated In Clause 7a (Tariffs). Moreover1 the SECOND PARTY Will also be charging Power Cost
Adjustment (PCA), without need of any approvals, provided the SECOND PAR.TY can justify the
increase in power and fuel caste The PCA is a standard provlsion among utility companies.

Consumption Block Residential Rate (PhP/cu.m.) Commercial Rate (PhP/cu.m.)

Minimum
P 357.50 / 10 cu.m
P 1,750.00 I 25 cu.m
11-20 cu.m.
P 36.50 /cu.m.
21-30 cu.m.
31-40 cu.m.
41-50 cu.m.
51-60 cu. m.
61-70 cu.m.
71-100 cu.m.
Over 100 c:u.m.

P 38.00 /cu.m.
P 39.50 /cu.m.
P 41,00 /cu.m.
P 43.00 /cu.m.
P 45.00 /cu.m.
P 47.00 /cu.m.
PSO .00 /CU .m,

P 70.00 /cu.m.
P 75.00 /cu.m.
P 80.00 /cu.m.
P 85.00 /cu.m.
P90.00/cu.m.
p 95.00 /cu.m.
P 100.00 /cu.m.

.'

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures in the pface and

Ofl

the date stated above.

CITY GOVERNMENT OF IL.OILO

By:

SOUTH BALIBAGO RESOURCES, INC.

By:

JED PATRICK MABILOG

City Mayor
FIRST PARTY

JESUS M. ZULUETA, JR.

President
SECOND PARTY

WITNESSES;

MR. CRISTINO L. PANLILIO

President of BWSI

-----------------

Republic of the Philippines )

City of Iloilo ) s.s.
Province of Ilollo )

BEFORE ME, a Notary Public for and in _.... _____ ,

_________________, 2016 personally appeared;

Valid I. D. No.

Issued at

have

on

this

----

day

of

Issued on

JED PATRICK MABILOG

JESUS M. ZULUETA, JR.

Known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same Is their free act and deed. This instrument consists
of 11 pages including this page whereon the acknowledgement is written.

Doc. No.
Page No.--------~--
Book No ...------~--
Series of 2016