MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PREENTS:

ThisMemorandum of Agreement made and executed by:

PASIG RIVER REHABILITATION COMMISSION, a commission

created under the laws of the Republic of the Philippines with
office address atNo. 1608 Quezon Avenue,Quezon City,
represented herein by its Executive Director, Ramil R. Tan,
through a Board Resolution attached hereto as Annex A,
hereinafter referred to as the PRRC.

and

The MUNICIPALITY OF RODRIGUEZ, RIZAL, a local

government unit duly created under the existing laws of the
Republic of the Philippines, represented herein by its Municipal
Mayor, CECILIO C. HERNANDEZ, hereinafter referred to the
LGU.

WITNESSETH:

WHEREAS, the LGU is the registered owner in fee simple of a parcel of

land located at Brgy. San Jose, Municipality of Rodriguez, Province of Rizal
with a total area of TWENTY FOUR THOUSAND SQUARE METERS (24, 000
sq.m), covered by Transfer Certificate of Title (TCT) No.41319 (hereinafter
referred to as the Subject Property, and more particularly described in the
survey plan hereto attached as Annex B.

WHEREAS, the subject property was awarded to the LGU by virtue of

an expropriation proceeding before Branch 75 of the Regional Trial Court of
San Mateo Rizal docketed as Civil Case No. 1768-03. Copy of the Court order
is likewise attached hereto as Annex C;

WHEREAS, the PRRC is mandated to showcase a new quality of urban

life over Metro Manila and its adjacent cities and municipalities. It is actively
engaged in helping the development and creation of public structures in
specific local government units and in other community development;

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 WHEREAS, the PRRC has constructed a school building within the
Subject Property covering an area of 830 square meter (sq.m) also known as
the Colegio de Montalban. Attached is the survey plan of Colegio De
Montalban marked as Annex D;

WHEREAS, LGU aims to bring about quality education to its

constituents as a matter of universal right and as a foundation for alleviating
poverty and for economic development;

WHEREAS, the LGU is tasked with the governance of basic education

in Rodriguez, Rizal and is now calling on the PRRC to serve as a major
partner in the municpalitys development and in the improvement of the
public education system;

WHEREAS, the PRRC has agreed to turn over the constructed

building, which is to be segregated, and the LGU has accepted the turn-over
of the structures subject to the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the foregoing premises

herein set forth, the Parties hereby agree to the following terms and conditions:

Section 1. Rights and Responsibilities of the Parties:

1.1 The LGU shall:

a.) Act as the lead convenor for the planning and

implementation of this Agreement;

b.) Call for regular meetings among the Parties to resolve

any issues or concerns that may affect the successful implementation
and monitoring of the transfer;

c.) Monitor the progress of implementation of this

Agreement and to ensure the transfer of the subject Building and to
transmit periodic progress reports regarding the implementation of
this Agreement.

d.) Ensure that all concerned agencies in connection with

this Transfer are committed to extend their full cooperation and
support, and shall allocate whatever available resources they may
have for the successful implementation of this Project;

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 e.) Provide policy guidance and directions to ensure the
proper implementation of this Agreement;

f.) Coordinate closely with PRRC on Program

implementation; and

g.) Monitor the turn-over of the school building and

recommend solutions on any deviations from planned activities.

1.3 PRRC shall:

a) Ensure that they have the required documents to enable

transfer and they are not prohibited by any existing laws to facilitate
the turn-over of the school facility;

b) Coordinate closely with LGU on Program implementation

and monitoring and verify periodic progress reports;

c) Other expenses, in accordance with this Agreement shall be

borne by the PRRC;

d) Turn-over the above-mentioned school building upon the

execution of this Agreement.

Section 2. Term. The implementation of this Agreement shall commence on

_________ and should be completed not later than _______.

Section 3. Capacity and Authorization. The parties herein warrant that

they have the capacity, power and requisite authorization to enter into this
Agreement.

Section 4. Separability Clause. Should any part of this Agreement be

judicially declared null and void, such nullity shall not affect the validity of the
remaining provisions hereof.

Section 4. Breach of Contract. Gross violation or omission of any of the

provisions of this Agreement shall be ground for the cancellation or rescission
of the same without need for legal or court action.

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Any Party may terminate this Agreement, if the other Party (Defaulting Party)
failed to fulfill its duties and obligations under, or committed a material breach
of any of the provisions, terms, and conditions of, this Agreement, by giving
written notice to the Defaulting Party and other Parties to this Agreement. The
termination of the Agreement becomes effective immediately upon receipt of the
Defaulting Party of the written notice.

Section 6. Miscellaneous Provisions.

6.1 Nothing in this Agreement shall be construed or implied to create a

partnership, joint venture, agency, or any other relationship between the
Parties herein, except as provided in this Agreement.

6.2 None of Parties shall be liable to the other for any delay or failure
to perform its obligations under this Agreement if that delay is due to
force majeure, provided that there is no willful misconduct or gross
negligence on the part of the Party who failed or delayed in performing its
obligations and the force majeure event could not have been prevented or
overcome by the exercise of due diligence by such Party. Force majeure
shall refer to causes beyond the reasonable control of the Parties,
including without limitation, public calamity, epidemic, fire, earthquakes,
acts of God, war, civil or military disturbance, riots, labor disputes, and
the like. No claim shall be made by any Party in respect of any period
during which any of the said events shall persist.

In the event of the occurrence of a force majeure situation which hinders

a Party in the discharge of its obligations under this Agreement, the
Party claiming to be affected thereby shall promptly notify in writing the
other Party giving full particulars thereof and shall use its best efforts to
remedy the situation and the Parties shall consult each other with
respect to the appropriate measures to be taken.

6.3 This Agreement constitutes the entire agreement of the Parties and
shall supersede any prior expressions of intent or understanding with
respect to the subject matter hereof.

6.4 This Agreement shall be binding upon and enforceable against the
Parties herein, and their respective successors-in-interest. None of the
Parties may assign or otherwise transfer this Agreement or any of its
rights and/or obligations under this Agreement, without the prior
written consent of the other Party. Any and all amendments, changes,

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 modifications, additions or revisions in this Agreement shall not be valid
unless agreed upon in writing by both Parties herein.

6.5 If one or more of the provisions of this Agreement or any other

documents, agreements, or instruments executed or delivered in
connection herewith is/are held to be invalid, illegal or unenforceable in
any respect under applicable law, the Parties agree to renegotiate such
provision(s) in good faith. In the event that the Parties cannot reach a
mutually agreeable and enforceable replacement for such provision(s),
then (i) such provision(s) shall be excluded from this Agreement, and (ii)
the validity, legality and enforceability of the remaining provisions
contained herein or therein shall not in any way be affected or impaired
thereby.

6.6 This Agreement shall be governed by and construed in accordance

with the laws of the Republic of the Philippines. The Parties hereto
expressly submit to and unconditionally accept the exclusive jurisdiction
of the trial courts of Rodriguez, Rizal, in all matters relating to this
Agreement.

All other matters not covered by this Agreement shall be negotiated by

the Parties in good faith on a case-to-case basis.

IN WITNESS, WHEREOF, the partieshave hereunto set their

hands this ____ day of ______________________2017 at _____________ .

PASIG RIVER AND REHABILITATION COMMISSION

Represented by:

__________________________________
Attorney-in-Fact

MUNICIPALITY OF RODRIGUEZ, RIZAL

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 Represented by:

HON. CECILIO C. HERNANDEZ

Municipal Mayor

SIGNED IN THE PRESENCE OF

_________________________ _________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

)S.S

BEFORE ME, a Notary Public of this jurisdiction, this ____ day of

_______ 2016 at _______________ , personally appeared the following,
exhibiting to me their competent evidence of identity, as follows:

Competent Evidence of IdentityDate & Place Issued

CECILIO C.
HERNANDEZ

Known to me and to me be the same persons who executed the foregoing

Deed of Donation consisting of three (3) pages including this page and
that the same is their free and voluntary act and deed and of the
principals represented.

WITNESS MY HAND AND SEAL.

Doc. No. _____:

Page No. _____;
Book No; _____:
Series of 2017