MEMORANDUM OF AGREEMENT

This Agreement is made and entered into this ____ day of ___________ _______
in _____________, Philippines, by and between:

The TOURISM INFRASTRUCTURE and ENTERPRISE ZONE AUTHORITY, an attached

body corporate of the Department of Tourism created by virtue of Republic Act No.
9593, with office address at 7th floor Tower 1 Double Dragon, Meridian Tower,
Diosdado Macapagal Ave.cor. EDSA extension, Pasay City, Metro Manila
represented herein by its Chief Operating Officer, POCHOLO JOSELITO D. PARAGAS,
hereinafter referred to as “TIEZA”;

The PHILIPPINE VETERANS AFFAIRS OFFICE, an attached agency of the Department

of National Defense, with principal office at Camp General Emilio Aguinaldo,
Quezon City, Metro Manila, represented herein by its Administrator, Lt. Gen.
ERNESTO G. CAROLINA AFP (Ret.), hereinafter referred to as “PVAO”;

The PROVINCIAL GOVERNMENT OF BATAAN, with principal office at the Capitol

Drive, Balanga City, Bataan, represented herein by its Governor, ALBERT S. GARCIA,
hereinafter referred to as the “PROVINCE”;

-and-

The MUNICIPALITY OF PILAR with principal office at the National Road, Pilar,
Bataan, represented herein by its Mayor, ALICIA D. PIZARRO, hereinafter referred
to as the “MUNICIPALITY”;

Collectively referred hereafter as “PARTIES”.

RECITALS

WHEREAS, Republic Act No. 9593 (RA 9593), otherwise known as “The
Tourism Act of 2009”, declares as one of the objectives of the State the extension
of support on the establishment of tourism enterprise zones (TEZs), which will
provide the necessary vehicle to coordinate actions of the public and private
sectors to address development barriers, attract and focus investment on specific
geographic areas and upgrade product and service quality;

WHEREAS, TIEZA is mandated under the same law to designate, regulate and
supervise the TEZs established under this Act, as well as develop, manage and
supervise tourism infrastructure projects in the country;

WHEREAS, TIEZA is further mandated under RA 9593 to supervise and

regulate the cultural, economic and environmentally sustainable development of
TEZs toward the primary objective of encouraging investments therein, and ensure
strict compliance of the TEZ operator with the approved development plan;

WHEREAS, TIEZA’s charter allows it to enter into, make, perform and carry
out contracts of every class, ind and description which are necessary or incidental
to the realization of its purposes with any person, firm or corporation, private or
public, and with foreign government entities;

WHEREAS, under Republic Act. No. 7160 (RA 7160), otherwise known as the
“Local Government Code of 1991”, every local government unit (LGU) us vested
with the corporate powers to enter into contracts and exercise other powers
granted to corporations, subject to the limitations provided in RA 7160 and other
laws;

WHEREAS, the local development council may call upon any local official
concerned or any official of national agencies or offices in the LGU to assist in the
formulation of their respective development plans and public investment
programs;

WHEREAS, the LGUs shall exercise their proprietary functions but subject to
limitations as provided for in RA 7160and other applicable laws;

WHEREAS, PVAO, by virtue of Presidential Decree No. 1076 (PD 1076) is

mandated to administer, maintain and develop military memorials and battle
monuments proclaimed as national shrines;

WHEREAS, PVAO, is authorized to enter into contracts for the purpose of

converting areas into tourist spots and lease them to qualified parties;

WHEREAS, Republic Act No. 7668 (RA 7668) declared Mt. Samat in the
Province of Bataan as a tourist spot that should be accorded priority development
by the Department of Tourism (DOT) and shall be subject to the rules and
regulations governing the development of tourist spots;

WHEREAS, DOT is mandated under RA 7668 to prepare in coordination with

other government agencies, a tourism development plan involving the
construction, installation and/or maintenance of such appropriate facilities and
infrastructure that will encourage tourism in the area;

WHEREAS, on 25 October 2016, the TIEZA Board designated Mount Samat

Shrine (“Mt. Samat”) as a flagship TEZ and approved its Comprehensive Tourism
Master Plan (“CTMP”);

ACCORDINGLY, the parties hereto agree to create the Mt. Samat FTEZ-
Stakeholders Steering Committee (“MSSC”) and the Mt. Samat FTEZ Administration
Office (“MSAO”) taking into consideration the foregoing premises and subject to
the following terms:

ARTICLE I
MT. SAMAT FTEZ-STAKEHOLDERS
STEERING COMMITTEE

1. The MSSC shall be created within thirty (30) days from the signing of this
Agreement, to be composed of the following:
a. The Governor of the Province of Bataan, or his designated alernate;
b. The Administrator of the Philippine Veterans Affairs Office, or his designated
alternate;
c. The Chief Operating Officer if the Tourism Infrastructure and Enterprise Zone
Authority or his designated alternate;
d. The Mayor of the Municipality of Pilar, or his designated alternate;
e. The Member of the House of Representatives representing the 2nd District of
Bataan, or his designated alternate;
f. The Managing Head of the Board of Investments, or his designated alternate;
g. The Regional Director of the Department of Tourism Region III, or his
designated alternate;
h. The Undersecretary of the Department of Public Works and Highways, or his
designated alternate; and
i. The Undersecretary of the Department of Environment and Natural
Resources, or his designated alternate.

2. The Governor of the Province of Bataan shall serve as the ex-officio

Chairperson and the Chief Operating Officer of TIEZA, shall serve as the ex-
officio Vice Chairperson.

3. The MSSC shall have the following functions and responsibilities:

a. Issue policy guidelines in the form of resolutions and policy advisories as

may be permitted by law;
b. Coordinate all programs and policies of the Parties on the development
of Mt. Samat;
c. Implement the CTMP, including all operations and maintenance related
thereto;
d. Resolve conflicting parties and disputes regarding the implementation of
the CTMP;
e. Resolve issues on vagueness and overlapping of functions, authority and
jurisdiction;
f. Support the day-to-day operations of the MSAO; and
g. Perform such other functions as may be necessary for the sustainable and
responsible development and management of activities at Mr. Samat.

In the event of any overlapping function and/or authority among different

government agencies, the MSSC shall ensure that proper information and
coordination have been made.

4. The MSSC may also create techincal working committees, under the
supervision of the MSAO, that will address specific concerns related to the
implementation of the CTMO and in areas such as but not limited to
infrastructure development operation, planning, investment
promotions/capture/retention, zoning environment protection and
enhancement.

ARTICLE II
MT. SAMAT FTEZ ADMINISTRATION OFICE
The Mt. Samat Flagship TEZ Entity/Office shall act and function as the “Mt. Samat
FTEZ Adminstration Office” with the following functions and responsibilities:

a. Administer and implement resolutions and policy advisories issued by the

MSSC;
b. Commission masterplans and other relevant feasibility studies;
c. Grant and administer incentives within the established authority and
supervision of the TIEZA Main Office;
d. Monitor and regulate the TEZ as well as its activities within the established
authority and supervision of the TIEZA Main Office;
e. Extend immediate public assistance, which are within its authority and
capability to provide, to enterprises within the TEZ;
f. Ensure the efficient and timely delivery of services to stakeholders/clients;
g. Coordinate with pertinent government agencies for the proper deliver of
services stated in items e and h hereof;
h. Implement integrated and collaborative promotion programs in accordance
with the CTMP;
i. Prepare minutes of meetings, reports and complete staff work, keep records,
coordinate meetings and other activities, and perform other related
functions as Secretariat of the MSSC;
j. Oversee the day-to-day activities at Mt. Samat.