POLE ATTACHMENT CONTRACT

BETWEEN

MANILA ELECTRIC COMPANY (GRANTOR)

AND

SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC)

 OUTLINE

I. General Provisions

II. Rights and Obligations of the Parties

A. Pole Attachment Fee
B. Requirements for New Attachments
C. Standards on the Use of Cable Positions
D. Inventory
E. Liabilities and Penalties

III. Miscellaneous Provisions

IV. Annexes
A - Contracted Cable Positions of the GRANTEE
B - Poles Where Attachments are not allowed
C - Engineering Standards of the GRANTOR
D - List of Unauthorized Attachments
 POLE ATTACHMENT CONTRACT

This Pole Attachment Contract (hereinafter, the “Contract”), is made and

entered into this ____ day of _____________ 2020, by and between:

MANILA ELECTRIC COMPANY, a corporation duly

organized and existing under the laws of the Philippines,
with principal office address at Lopez Building, Ortigas
Avenue, Pasig City, represented herein by
_______________________, hereinafter referred to as
“GRANTOR”;

- and -

SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC),

a cooperative duly organized and existing under the laws
of the Philippines, with principal office address at the
Sorosoro Ibaba Development Cooperative, represented
herein by its
_________________,______________________________
hereinafter referred to as “GRANTEE”;

The GRANTOR and GRANTEE are hereinafter collectively referred to as the

“Parties”.

WITNESSETH: That –

WHEREAS, the GRANTOR is the owner of electric poles for its distribution and
supply of electricity to customers within its franchise area, which covers the Metro
Manila Area and adjacent areas;

WHEREAS, the GRANTEE operates, maintains, and provides cable and internet
operation within the franchise areas of the GRANTOR;

WHEREAS, the GRANTEE desires to use the GRANTOR’s pole spaces for its cable
network facilities in the pursuit of the GRANTEE’s business operations;

WHEREAS, the GRANTOR has agreed to lease to the GRANTEE the said pole
spaces, under the terms and conditions set forth herein;

WHEREAS, the GRANTOR was granted a franchise to construct, operate and

maintain a distribution system for the conveyance of electric power to the end-users in
the cities/ municipalities of Metro Manila, Bulacan, Cavite and Rizal, and certain cities/
municipalities/ barangays in Batangas, Laguna, Quezon and Pampanga;

WHEREAS, the distribution of electricity to end-users shall be a regulated

common carrier business requiring a national franchise;

NOW, THEREFORE, in consideration of the foregoing premises, the Parties

hereby agree as follows:
 I. GENERAL PROVISIONS

Article 1. Definitions - For the purpose of this Contract, the following terms thereof shall
have the meanings specified in this Section:

(a) Alley Arm shall refer to the distribution line material installed on the
GRANTOR’s distribution pole to provide space for the GRANTEE’s
attachments.

(b) Cable attachment shall refer to a main cable attached or connected to a

pole. For purposes of this Contract, any drop wire or service wire
attached to the pole without a main cable shall be considered a cable
attachment.

(c) Color-code shall pertain to the assigned color strips placed on the
GRANTEE’s cable attachments for identification.

(d) Contacted Cable Position shall refer to the space of electric poles
occupied by the GRANTEE where its cables and other facilities, if any, are
attached pursuant to a duly approved RTA, as defined herein.

(e) Contracted Cable Position shall refer to the pole space occupied by the
GRANTEE, with or without actual attachments as indicated in Annex “A”
hereof.

(f) Disconnection shall refer to the act of cutting and/or removal, including
confiscation, of the GRANTEE’s attachments by the GRANTOR, due to
causes provided herein.

(g) Emergency shall refer to any sudden or unforeseen event that requires
immediate action to protect lives and/or properties.

(h) Inventory shall refer to the actual counting of cable attachments per
contracted cable position and per pole undertaken by the Parties jointly
or individually.

(i) Pole Attachment Fee Bill shall refer to the billing statement issued by the
GRANTOR to the GRANTEE stating the pole attachment fee due for the
use of pole space, computed by multiplying the pole attachment rate
with the total number of cable attachments per pole, plus applicable
taxes, fees and penalties, if any.

(j) Pole Attachment Rate shall refer to the annual rate per cable attachment
per pole.

(k) RTA or Request To Attach shall refer to the application of the GRANTEE
for a cable attachment subject to the evaluation and approval of the
GRANTOR.

(l) Approved RTA shall refer to a Request to Attach duly evaluated by the
GRANTOR and paid by the GRANTEE.
 (m) Post Audit shall refer to the field verification conducted by the GRANTOR
to determine compliance of the GRANTEE with the approved RTA and
standards of the GRANTOR.

(n) Unauthorized Attachment shall refer to an attachment to a pole that (i) is

included in the enumeration in Annex “D” hereof; (ii) is not covered by an
approved RTA or (iii) is covered by an approved RTA but does not
conform to the requirements and standards prescribed by the GRANTOR.

Article 2. Scope - Unless otherwise provided herein, this Contract covers the pole space
of existing and subsequently erected electric distribution poles of the GRANTOR in its
franchise area, specifically, in the cities and in the municipalities identified in Annex “A”
hereof, subject to the compliance of the requirement prescribed herein. Distribution
poles that are dedicated for the exclusive use of the GRANTOR which are identified in
Annex “B” hereof are not covered by this Contract.

This Contract does not grant the GRANTEE absolute access to, and use of, any
contracted cable position. Before any attachment is made to a pole, the GRANTEE shall
submit an RTA for evaluation and approval of the GRANTOR.

Article 3. Term and Effectivity – The term of this Contract shall be for ______
commencing on _____________. This Contract shall have full force and effect upon
signing and shall renew automatically unless sooner terminated in accordance with the
provisions hereof.

Article 4. Use of Contracted Cable Position –The GRANTEE shall use the contracted
cable position solely and exclusively for the main cables of its network facilities. Such
cables shall be attached to the designated pole space in accordance with the standards
provided herein and in such a manner that the GRANTOR and other pole users are not
deprived of the proper use of their respective contracted cable positions.

Article 5. Other provisions – The parties may agree in writing on such other terms and
conditions as they may deem proper and convenient which will form part of this
Contract.

II. RIGHTS AND OBLIGATIONS OF THE PARTIES

A. POLE ATTACHMENT FEE

Article 6. Pole Attachment Fee and Other Fees– The GRANTEE shall pay the annual pole
attachment fee bill for its contracted cable positions at the rate of [amount] per
contracted cable position per pole net of the required taxes within thirty (30) calendar
days from receipt thereof.

If the GRANTEE has more than one (1) cable attachment per cable position, it shall be
required to pay [amount] for each cable attachment per pole.

The GRANTEE, if designated as an Authorized Withholding Agent by the Bureau of

Internal Revenue (BIR), shall deduct the corresponding withholding tax from the pole
attachment fee and remit the same to the BIR within the period and in accordance with
the procedure prescribed by pertinent tax laws and regulations, furnishing the
GRANTOR with the Certificate of Creditable Tax Withheld at Source (BIR Form No. 2307)
upon payment of the pole attachment fee. If the GRANTEE is not a designated
Authorized Withholding Agent, it shall not deduct any withholding tax but shall pay the
full amount of pole attachment fee due, plus VAT.

The pole attachment fee rate shall be increased yearly by ______________ of the pole
attachment fee for the immediately preceding year.

Except for causes beyond the control of the GRANTOR, the annual pole attachment fee
bill shall be served in the month of January of the current year. In case of non-payment
thereof, the GRANTEE shall be required to pay a penalty [percentage] of the pole
attachment fee, compounded monthly, until the overdue pole attachment fee is paid in
full.

The pole attachment fee shall be adjusted based on: (i) the result of inventory to be
conducted either jointly by the parties or solely by the GRANTOR; (ii) additional RTAs;
and (iii) reservation of cable positions duly approved by the GRANTOR during the
effectivity of this Contract.

All payments shall be made at GRANTOR’S Cash Management – Treasury Operations

Office located at Meralco Center, Ortigas Avenue, Pasig City.

Article 7. Transparency in Billing – The pole attachment fee bill shall contain, among
other things: (a) the pole attachment fee rate; (b) number of contracted cable positions
per city/municipality; (c) number of cable attachments (d) period covered; (e) payment
due date; (f) interest; and (g) applicable taxes, fees and penalties, if any.

B. REQUIREMENTS FOR ATTACHMENTS

Article 8. Submission of RTA – Prior to attachment of its cable facilities, the GRANTEE
shall submit to the GRANTOR, a duly accomplished RTA, pertinent vicinity maps and
sketches showing the poles and cable positions for evaluation and approval by the
GRANTOR.

Attachments other than cable wires like support guys, drop wires, terminal boxes,
amplifiers, equipment, devices, and other accessories of the GRANTEE shall be included
in the RTA.

Any RTA for new and additional cable positions evaluated by the GRANTOR during the
period January 1 to June 30 of the year shall be subject to a pole attachment fee at the
rate of [amount] per cable position per pole during the year such RTA was evaluated,
due and payable within seven (7) days from receipt of the RTA Bill. If the GRANTEE shall
have more than one (1) cable attachment per cable position, it shall be required to pay
[amount] for each cable attachment per pole.

Any RTA for new and additional cable positions evaluated during the period July 1 to
December 15 of the year shall be subject to a pole attachment fee at the rate of
[amount] per contracted cable position per pole during the year such RTA was
evaluated, due and payable within seven (7) days from receipt of the RTA Bill. Drop
wires or service wires without a main cable attached on the same pole shall be charged
as attachments. If the GRANTEE shall have more than one (1) cable attachment per
cable position, it shall be required to pay [amount] for each cable attachment per pole.
Any RTA for new and additional cable positions evaluated during the period December
16 to December 31 of the year shall be included in and billed as contracted attachments
for the succeeding year.

Drop wires or service wires without a main cable attached on the same pole shall be
charged as attachments.

The GRANTEE shall pay pole attachment fee for the cable attachments/positions
covered by an evaluated RTA whether or not such cable positions are actually used by
the GRANTEE.

Article 9. RTA Processing & Installation Fee – For each RTA, the GRANTEE shall pay a
processing fee of _________________ , plus VAT, for the first __ cable positions and,
[_________________] , plus VAT, for each cable position, in excess thereof. The
processing fee shall be paid upon application, non-refundable, and covers
administrative, engineering, survey, transportation and other incidental expenses for
the evaluation of the RTA.

In addition, the GRANTEE shall pay an installation fee in the amount of [amount] for
each cable position per pole, plus VAT, for attachments using the alley arm positions.

The GRANTOR shall have the right to aggregate or segregate the poles covered by one
or more RTAs based on the location of the poles, cost efficiency, technical evaluation,
and other relevant considerations. In any such case, the processing fee shall be
computed and paid in accordance with the aggregation or segregation made by the
GRANTOR.

The RTA processing fee, installation fee, and pole attachment fee bill for new
attachments shall be paid by the GRANTEE prior to installation of attachments, all of
which shall not be refundable.

If the GRANTEE shall have more than one (1) cable attachment per cable position, it
shall be required to pay per cable attachment, instead of per cable position.

The GRANTEE shall not use any cable position or pole without the approved RTA from
the GRANTOR as provided in this Article.

Article 10. Permits – The GRANTEE shall obtain, at its own expense, all the required
permits, clearances, approvals or authorizations from the pertinent local government
unit/s, homeowners’ association, or other relevant entities to enable the GRANTEE to
enter the property where the poles on which attachments are to be made are located.
The GRANTEE shall indemnify and hereby holds the GRANTOR free and harmless from
any loss, damage, expenses, and penalties that may arise should the GRANTEE fail to
secure any required permit, clearance, approval or authorization or commit any
violation thereof.

Article 11. Notice to Attach – The GRANTEE shall give the GRANTOR in writing or
electronically (i) an advanced notice and schedule of installation at least two (2) days
before any attachment is made; and (ii) a notice of completion and map/s showing the
actual attachments made within seven (7) days after attachment. The notice, to be valid,
should be duly acknowledged by the GRANTOR. The GRANTEE’s failure to comply with
this provision shall cause the revocation of the approved RTA, the forfeiture of all prior
payments made by the GRANTEE with the particular attachment/s or cable position/s
concerned, and the removal of such attachments for being unauthorized.

The GRANTEE shall bring the approved RTAs and permit/s or authorization/s at the work
site as proof of authority to execute the attachment. Failure to present the approved
RTAs and the required permit/s, clearance/s, approval/s or authorization/s shall be a
ground for suspending the installation the attachment/s.

The GRANTEE shall not bore holes in, deface or cause damage in any manner on any of
the GRANTOR’s poles. However, the GRANTEE may, upon prior written approval by the
GRANTOR, use pole clamps and pole bands to support its associated devices when
attaching directly to the GRANTOR’s poles.

Article 12 – Audit of RTAs - The GRANTOR shall verify the GRANTEE’s compliance with
Annex “C” hereof and the approved RTA. In case of violation, the GRANTEE shall cure
the same within the period specified by the GRANTOR in the notice of violation.
Otherwise and at the option of the GRANTOR, the latter may: (1) cure/remedy the
violation at the GRANTEE’s expense or (2) cut/disconnect/remove the attachments
made by the GRANTEE in violation of this Contract. Such options of the GRANTOR are
without prejudice to such other penalties that may be imposed and such other remedies
available to the GRANTOR under this Contract and under the law.

Article 13. Processing of RTA Application – The GRANTOR shall process the RTA
application of the GRANTEE without unnecessary delay. Processing of RTA applications
shall be covered by a Service Level Agreement (SLA) which will consider the number of
poles and their location, among other things. An approved RTA is not a guarantee that
the GRANTEE can attach on the poles covered by the said RTA.

Article 14. Compliance with Requirements of Government Entities – The GRANTEE

shall not be allowed to use its contracted cable position unless it has complied with the
requirements of the concerned local government unit (LGU), National
Telecommunication Commission (NTC), other pertinent government agencies and
private entities.

C. STANDARDS ON THE USE OF POLE SPACE AND OTHER REQUIREMENTS

Article 15. Engineering Standards - The use of pole spaces allocated to the GRANTEE
shall conform to the approved RTA and the standards and specifications provided in
Annex "C” hereof and pertinent laws, rules and regulations.

Article 16. Power Line Interference – The GRANTOR shall not be responsible for
damages to the attachments and facilities of the GRANTEE or of third parties caused by
power line interferences.

Article 17. Main Cable Size Limitation – The GRANTEE is hereby allowed to install
and/or bundle multiple main cables per contracted cable position, provided that the
total diameter of the main cables and messenger wires, if any, shall not exceed 30 mm.
per cable position. Provided further, that for purposes of the pole attachment fees
specified in Article 6 hereof and in case multiple cables are installed, the GRANTEE shall
pay for each cable attachment per cable position per pole.
Article 18. Color-Coding, Cable and Wire Bundling and Clipping - The GRANTEE shall
place its assigned color code tie prescribed on a conspicuous part of its cable wires. All
drop wires and service wires owned by the GRANTEE shall also be color-coded.

Service or drop wire/s of the GRANTEE shall be enclosed and bundled using wire clips
secured to the messenger wire in accordance with the standards herein specified.

The GRANTEE shall be responsible for replacing damaged wire clip/s and messenger
wire clips. Otherwise, the GRANTOR shall replace the same at the expense of the
GRANTEE.

The parties shall agree on the construction standards for the bundling and clipping
described herein which will apply to all attachments.

Service or drop wire/s that is/are found to be non-compliant to standards shall result to
penalties in Article 37 hereof and to the suspension of processing of the GRANTEE’s
future or prospective RTA/s.

Article 19. Cable and Wire Clearances and Sags – The GRANTEE shall ensure that its
attachments, specifically, crossover cables or wires, along or crossing the roads, do not
sag lower than 4.7 meters from the ground.

Unless otherwise provided by law, the GRANTEE shall maintain a minimum clearance of
760 mm between its cables and the GRANTOR’s secondary cables, and 2560 mm
between its cables and the GRANTOR’s primary cables at mid span. The GRANTOR shall
attach its secondary cable at the higher level of the pole with a minimum separation of
one point two (1.2) meters from the point of attachment of the GRANTEE’s cable.

The GRANTEE shall not be allowed to install over-taut cables. The tension on the cables
shall be in accordance with safe engineering practices and procedures.

Before installing replacement cables, the GRANTEE shall conduct pole-clearing

operation to ensure that all its idle, disconnected, and unused cables, service wires,
drop wires, and other associated accessories and devices are removed and its low-
sagging cables are re-sagged.

Article 20. Guy Support – The GRANTEE shall install adequate guy support as may be
required by its attachments, especially at all angle-run and dead-end lines to prevent
leaning or breaking of poles, otherwise, the GRANTOR may provide the guy support at
the expense of the GRANTEE. Provided, that any pole user availing itself of the use of
such guy support shall proportionately share in the expenses thereof.

The GRANTEE shall provide separate anchor blocks or rods to support its attachment
and is hereby prohibited from attaching its guy support to the existing support facilities
of the GRANTOR.

The GRANTEE shall not make any attachment to the GRANTOR’s pole if it is not possible
to install sufficient guy support, or if the pole is in danger of leaning or breaking, or if
due to the condition of the poles and existing attachments, it is unsafe to make such
attachment.

The GRANTEE shall be responsible to the GRANTOR or third person for damages that
may arise from the failure of the GRANTEE to provide guy support.
Article 21. Grounding System – The GRANTEE shall, if needed, install and maintain its
own grounding system. In no case shall the GRANTEE connect to the grounding system
of the GRANTOR.

Article 22. Installation of Power Supply Unit, Riser Conduit Pole, Terminal Boxes &
Other Devices – The GRANTEE’s Power Supply Unit (PSU) shall be installed at its own
pole/pedestal which shall be individually metered. The PSU, including the stub from the
PSU to amplifier and metering equipment, shall not be mounted on, or attached to, the
GRANTEE’s cable facilities or the GRANTOR’s poles.

The GRANTEE shall not tap any of its loads directly to the GRANTOR’s power lines.
Violation of this rule shall be a ground for the immediate termination of this Contract
and the removal of all facilities of the GRANTEE, without prejudice to its liability under
existing laws.

The GRANTEE shall apply for electric service, if needed, with the pertinent distribution
company and shall be liable for the payment of the electric bills.

No riser conduits or its equivalent or any appurtenance which serves the same or a
similar purpose shall be attached by the GRANTEE to the GRANTOR’s pole. The
GRANTEE shall install its own riser pole to terminate its overhead and underground
installations. Provided, that, the GRANTOR shall have the right to remove the
GRANTEE’s riser conduit or its equivalent, or appurtenances without further notice if
found attached to the GRANTOR’s pole.

The GRANTEE shall put a label to its terminal boxes, distribution boxes, equipment, or
other devices for identification.

Article 23. Maintenance of Attachments – The GRANTEE shall ensure that the use of
the poles of the GRANTOR shall not impair the integrity and aesthetics thereof. The
GRANTEE shall, at all times, ensure the proper installation of attachments to their
respective contracted cable positions.

For this purpose, the GRANTEE shall conduct a regular inspection and examination of its
cables and facilities, results of which will be furnished to the GRANTOR.

The GRANTEE shall immediately correct any cable, drop wire, or service wire not in
conformity with the standards of the GRANTOR.

The GRANTOR may, upon a nine (9)- calendar day notice, conduct maintenance works
on attachments to its poles, whether they belong to the GRANTOR or pole users. The
GRANTOR shall have the right to: (i) disconnect unauthorized and idle cables found on
the poles without further notice; and (ii) enforce appropriate penalty therefor as
provided herein. Expenses for such maintenance works shall be for the account of the
pole users.

The GRANTEE shall give a written notice to the GRANTOR __ days prior to the execution
of any maintenance activity. In case of emergencies, notification through phone will be
sufficient, with the written notice to follow within twenty-four (24) hours.

Article 24. Replacement or Relocation of Pole – The GRANTOR may replace or relocate
a pole for safety reasons, for maintenance or upon reasonable request of a third (3 rd)
party. Except in cases of emergency, the GRANTOR shall serve a 9-day written notice to
the GRANTEE prior to replacement or relocation, provided that the GRANTOR has
available pole space to transfer the cables of the GRANTEE. In cases where the
relocation or replacement of poles is caused by the GRANTEE’s non-compliance with the
standards prescribed herein and by accepted engineering practices, the GRANTEE shall
be penalized in accordance with Article 37 hereof, without prejudice to other legal and
contractual remedies available to the GRANTOR.

Article 25. Transfer of Attachment – Upon five (5)-day written notice, the GRANTOR
may require the GRANTEE to transfer, at the latter’s expense, its attachment to another
pole of the GRANTOR on or before the date and time specified in the notice. Otherwise,
the GRANTOR shall cause such transfer, or if necessary, remove the attachment. In
either case, the expenses shall be borne by the GRANTEE.

Article 26. Retirement of Pole – The GRANTOR may, upon notice to the GRANTEE,
retire any pole covered by this Contract. The GRANTEE shall be required to remove or
transfer its attachments within nine (9) days from notice, otherwise, the GRANTOR shall
cause the removal of the attachments at the expense of the GRANTEE. The latter shall
have the option to: (i) relocate its attachments to another pole of the GRANTOR, if
available (ii) provide its own pole for the affected attachments.

Article 27. Emergency – The GRANTEE shall make available a 24-hour on-call crew to
attend to emergency situations involving its cable attachments

The GRANTOR shall, at the expense of the GRANTEE, immediately correct, remove or
disconnect the attachments of the latter, in case of imminent danger to the public or
facilities of the GRANTOR or third parties or whenever the GRANTEE has caused
unreasonable delay in undertaking any of these actions or in case the latter committed a
violation or breach of any provisions of this Contract, particularly those provisions
relating to standards.

Whenever available, the GRANTEE shall allow the playback and TV screen “crawl” in its
cable and data transmission service, free of charge, of public service and safety
announcements and notices of public interest from the GRANTOR, such as weather
updates, power interruptions and disruptions within the franchise area of the
GRANTOR.

The GRANTEE shall hold the GRANTOR, the latter’s directors, officers, employees or
agents, free and harmless against any liability or claim arising from emergency situations
involving its cable attachments. The GRANTEE shall be responsible for any damage to
the GRANTOR’s properties and/or facilities, including its poles, or injury to persons,
brought about by the GRANTEE’s non-compliance to the standards set in this Contract.

“Emergency situations,” as referred to in this Article shall include, but shall not be
limited to, cracked, rotten or leaning poles/attachments; fires affecting poles, typhoons
and calamities, low and sagging cable attachments; broken poles; and other pole related
situations which require immediate attention.

Article 28. Installation of Poles by the GRANTEE

(a) General Standards

In case the GRANTEE will install poles for its attachments, the same shall not be closer
than two (2) meters, measured surface to surface, from all sides of the GRANTOR’s pole.
In the installation of poles, the GRANTEE shall avoid damage to, and ensure the safety
of, the GRANTOR’s facilities. The GRANTEE shall indemnify the GRANTOR or other pole
users for damages caused by such installation.

(b) Installation of poles at a highway or railroad crossing

The GRANTEE shall install its intermediate poles on highway crossings having a width of
twenty (20) meters and over, as well as over railroad crossings. The GRANTEE shall not
be allowed to attach to the GRANTOR’s poles if it fails to install its intermediate poles as
herein required.

(c) Minimum Clearance

In case the GRANTEE installs intermediate poles shorter than the poles of the
GRANTOR, the GRANTEE shall observe and maintain the minimum clearance from the
GRANTOR’s primary and/or secondary power lines bypassing the GRANTEE’s
intermediate poles as provided in Annex “C” hereof.

(d) Use of the GRANTEE’S poles

The GRANTOR has the option to use any of the poles installed by the GRANTEE upon
the terms and conditions herein stipulated.

Article 29. Installation of Alley Arm – Installation of alley arm, if needed, shall be
included in the SLA to be agreed by the parties.

Upon installation, the alley arm shall be treated as a permanent attachment to the pole.
The GRANTOR may, if necessary, remove or transfer the alley arm upon prior notice to
GRANTEE. Within five (5) days from notice, the GRANTEE shall remove or transfer its
attachments thereon, otherwise, the GRANTOR shall cause such removal and/or
transfer at the expense of the GRANTEE.

Article 30. Maintenance of Alley Arms – The GRANTOR shall maintain the alley arms
and the contracted cable positions in good condition and ensure availability thereof.

Article 31. Changes in Standards – The GRANTOR reserves the right to change the
standards herein prescribed as may be required by law or pertinent regulations.

Article 32. Compliance Rating - A Contract Compliance Rating System shall be

implemented by the GRANTOR to be used as one of the criteria for the renewal and/or
termination of this Contract.

Article 33. Investigation of Complaint – The GRANTOR shall promptly investigate all
complaints referred by the GRANTEE concerning its pole attachment services. The
complaint should be supported with relevant data and information.

The GRANTOR shall furnish the GRANTEE a report of the action/s taken within fifteen
(15) days from receipt of the complaint.

D. INVENTORY

Article 34. Identification of Areas for Joint Pole Inventory - The GRANTOR shall identify,
using the appropriate statistical method, the areas where joint pole attachment
inventory is needed to update the record of contracted cable positions per pole of the
GRANTEE.

Article 35. Report and Inventory

(a) Report of Contracted Cable Positions

The GRANTEE shall monitor, maintain, report to and update the GRANTOR all
attachments made on the latter’s poles and any subsequent removals thereof. The
GRANTEE shall submit to the GRANTOR, on or before September 30 of each year hard
and electronic copies of its annual report of attachments on its contracted poles both in
geographical and listed formats. The said annual reports shall be considered a
requirement for purposes of renewal of this Contract.

(b) Inventory of Attachments

If the report referred to in the preceding paragraph is inconsistent with the record of
the GRANTOR, a joint inventory of the cable positions per pole, whether actual
attachments exist or not, shall be conducted by the parties, the expenses of which shall
be borne jointly by the parties.

The GRANTOR may, at any time, conduct an inventory of the attachments of GRANTEE.

In any case, if the results of inventory show a higher number of attachments than
reported by the GRANTEE, the penalties provided in Article 37 of this Contract shall be
enforced. Further, the GRANTEE shall pay the corresponding deficiency in pole
attachment fees for the additional attachments. On the other hand, if the inventory
shows that the number of attached cables is less than that reported by the GRANTEE, a
billing adjustment shall be effected and the price shall be reduced proportionately.

In the event that the GRANTEE requested for a joint inventory and it will be found
thereafter that it has unauthorized attachments, the latter shall bear all expenses for the
said inventory.

Article 36. Results of Inventory – The GRANTOR shall, upon reasonable request of the
GRANTEE, provide the latter with the results of inventory of contracted cable positions,
conducted jointly by the parties or solely by the GRANTOR. The latter undertakes to
send an electronic copy of the inventory within thirty (30) days from receipt of written
request from the GRANTEE.

E. LIABILITIES AND PENALTIES

Article 37. Penalties for Unauthorized Attachments - For each attachment on

contracted cable position(s) which is not covered by a duly approved RTA and paid RTA
installation and processing fees, the GRANTEE shall pay the pole attachment fee
stipulated in Article 6 hereof plus a penalty of five (5) times the rate of such pole
attachment fee.

For each attachment on non-contracted cable position(s) which is not covered by a duly
approved RTA and paid RTA installation and processing fees, the GRANTEE shall pay the
pole attachment fee stipulated in Article 6 hereof plus a penalty of ten (10) times the
rate of such pole attachment fee.
The penalties mentioned in the preceding sections shall be imposed immediately upon
the discovery of the said unauthorized attachment(s). The GRANTEE shall be given a
period of sixty (60) days within which to submit and comply with the requirements and
standards prescribed in this Contract; otherwise, a recurring penalty shall be imposed
every after sixty (60) days, until complete submission of the requirements and
compliance to the standards prescribed in this Contract or until the unauthorized
attachments were removed by either party.

Any attachment with RTA but which does not conform to the standards prescribed
herein shall be penalized as follows: (a) [amount] per cable attachment per pole, if the
RTA thereof was approved during the year that such violation was discovered and (b)
[amount] per cable attachment per pole, if the RTA was approved more than a year
before the discovery of the violation. In case of (a), the penalty shall only apply after the
GRANTEE has failed to remove the attachment or to install the same in accordance with
the terms and standards prescribed in this Contract within ten (10) days from notice and
in case of (b), the penalty shall apply only after the GRANTEE has failed remove the
attachment or to install the same in accordance with the terms and standards
prescribed in this Contract within ninety (90) days from such notice. Should the
GRANTEE fail to take any of the actions prescribed herein within the applicable periods,
the GRANTOR may cause the removal of the attachment or execute the correction at
the expense of the GRANTEE, in addition to the penalties herein provided, which shall
be imposed every after thirty (30) days until the attachment is removed or the
correction is made.

The imposition of the penalties provided herein shall be without prejudice to: (a) such
other appropriate remedies available the GRANTOR under the law or pertinent
regulations and (b) other applicable penalties, fees or charges that may be imposed by
the pertinent competent government or regulatory agency.

Unauthorized cables and wires, including appurtenant devices, disconnected by the

GRANTOR shall be confiscated and deposited by the latter at its stores.

The GRANTEE is given thirty (30) days from notice to recover the cables, wires, and
devices and pay the storage fees and incidental charges. Otherwise, the GRANTOR shall
be free to dispose or use the same.

Article 38. Disconnection of Attachment –The GRANTOR may disconnect the

GRANTEE’s attachments and pull-out or confiscate the same, or order the GRANTEE to
remove the said attachments, upon the occurrence of any of the following:

(a) Non-payment of pole attachment fee bills within the period of time
provided in the pole attachment fee bill;
(b) Unauthorized attachments of the GRANTEE;
(c) A final and/or executory decision or order issued by the proper
government agency or competent court directing disconnection of
attachments;
(d) Public safety;
(e) Emergency;
(f) Termination of the Contract as provided in this Contract;
(g) The GRANTEE’s violation of the material provisions of the Contract; and
(h) Any other justifiable ground as may be allowed by law or pertinent
regulation.
In any case, all expenses for the disconnection, removal, confiscation and/or storage of
the said attachments shall be borne by the GRANTEE.

Article 39. Notice Prior to Disconnection of Attachment – Except in cases of emergency

or unauthorized attachments of the GRANTEE, a 24-hour written notice shall be served
upon the GRANTEE prior to disconnection of any attachment.

Article 40. Assumption of Liability – Any provision to the contrary notwithstanding, the
GRANTEE agrees to defend, indemnify and hold free and harmless the GRANTOR, its
directors, officers, employees, contractors and other agents from all reasonable claims,
damages, expenses, penalties and/or liabilities of whatever nature and kind, whether in
law or equity, that the GRANTOR may incur, pay or be liable for, arising from:

1. Inductive interference from the power lines of the GRANTOR;

2. Removal or confiscation of the GRANTEE’s riser conduit pole attached to a pole
of the GRANTOR;
3. Disconnection of attachments of the GRANTEE allowed in this Contract;
4. Maintenance, repair, replacement or relocation of attachments and facilities of
the GRANTEE;
5. Emergency situations;
6. Hazardous or faulty condition of the attachments and facilities of the GRANTEE;
7. Installation, operation, or maintenance of the attachments and facilities caused
by the GRANTEE;
8. Failure of the GRANTOR to retire idle poles;
9. Other violations by the GRANTEE of the terms and conditions of this Contract.

The GRANTEE shall be liable for damage or injury to third persons or property caused by
its negligence or failure to comply with the provisions of this Contract, or any defect in,
or breakage or failure of, its wires, fixtures or apparatus.

The GRANTOR shall exercise due diligence in the conduct of maintenance works on its
lines and facilities. However, in case of damage to the attachments of the GRANTEE due
to causes beyond the control of the GRANTOR, the GRANTEE agrees not to hold the
GRANTOR liable for such damages.

III. OTHER PROVISIONS

Article 41. Sublease, Assignment and Transfer of Rights – The GRANTEE shall not,
without the written consent of the GRANTOR and the execution of the appropriate
instrument with the third party(ies) that the latter shall maintain and respect the terms
and conditions of this Contract, (a) sublease, transfer or assign its rights under this
Contract to third parties, or (b) mortgage, encumber or create any security interest in
and to the leasehold rights granted hereunder to the GRANTEE, or (c) enter directly or
indirectly into any contract or agreement with any third person/s, association/s or
corporation/s in joint venture, partnership or corporation, business of any kind
whatsoever, whereby said third party will be allowed to use the contracted cable
positions of the GRANTEE under any capacity or guise whatsoever, and any such
contract or agreement made in violation of this paragraph shall be void as regards the
GRANTOR and shall entitle the GRANTOR to exercise its rights provided in this Contract
and take such actions as the latter may have under the law.
The GRANTEE shall advise the GRANTOR in writing, of any change in its company name
or status brought about by merger, consolidation, amendment of articles of
incorporation, sale of business or transfer of ownership, within thirty (30) days from the
effective date thereof.

Article 42. C5 Cable Position – All C5 cable positions that now or hereinafter may be
occupied by the GRANTEE are reserved for the use of the military, police or fire
department. In the event that use of such cable position is required by any of these
agencies, upon prior notice to the GRANTEE, the latter agrees to allow the co-use of this
cable position with the requesting entity and if not practicable, immediately vacate such
cable position. Otherwise, the GRANTOR may remove such attachments at the expense
of the GRANTEE.

Article 43. Proof of Financial Capacity - Upon request of the GRANTOR, the GRANTEE
shall submit its annual audited financial statements or other documents showing its
financial capacity to comply with the provisions of this Contract.

Article 44. Dispute - Each Party shall appoint a full-time representative who shall be
principally responsible for the implementation of this Contract and representation of
such Party in case of dispute. Any dispute or controversy, if not settled by mutual
agreement, shall be brought to dispute resolution process, such as mediation,
conciliation, or arbitration at the instance of either Party.

Article 45. Venue of Court Action - In the event of court action arising from this
Contract, the Parties agree to submit themselves exclusively to the jurisdiction of the
proper courts of Pasig City.

Article 46. Termination – The GRANTOR, upon 30-day written notice, may terminate
this Contract upon the occurrence of any of the following:

(a) Failure of the GRANTEE to pay pole attachment fee within the period specified
herein;
(b) Failure of the GRANTEE to pay the penalties, charges and other fees as provided
herein;
(c) Cessation of business operations on the part of the GRANTEE;
(d) Abandonment by the GRANTEE of its contracted cable positions;
(e) Violation of other material terms and conditions of this Contract;
(f) Dissolution, bankruptcy, insolvency, rehabilitation, or receivership of the
GRANTEE for the benefit of the creditors or any court action or proceeding
seeking any readjustment, rearrangement, postponement, condonation, or
reduction of the GRANTEE’s debts, liabilities, or obligations; and
(g) Such other causes under existing laws.

The GRANTEE shall remove the attachments and facilities from its allocated cable
positions within the period for disconnection specified in the notice. Otherwise, the
GRANTOR shall cause such removal at the expense of the GRANTEE without the
necessity of resorting to any court action, the GRANTEE hereby waiving any cause of
action, civil or criminal, against the GRANTOR.

Article 47. Pre-termination - Either party may, for any reason, terminate this Contract
upon serving a written notice to the other party two (2) months before the intended
date of termination. Provided, that if pre-termination is made by the GRANTEE without
fault of negligence on the part of the GRANTOR, the former shall be required to pay the
annual pole attachment fee due corresponding to the year when pre-termination is
requested.

Article 48. Lien on Attachments - The GRANTOR shall have a preferred lien upon all the
attachments, devices and other facilities of the GRANTEE found on the poles of the
GRANTOR to secure payment of all obligations or claims the GRANTOR may have
against the GRANTEE. Provided that if, after the periods specified in this Contract, the
GRANTEE still fails to pay such claims or obligations, the GRANTOR may opt to proceed
to enforce such lien by public sale of the GRANTEE’s properties, upon notice thereof to
the latter and without need for court order, for the satisfaction of its obligations and
claims against the GRANTEE. Provided, finally, that any resulting deficiency shall be paid
by the GRANTEE.

Article 49. Signatories – The parties represent and warrant to each other that: (i) their
respective representatives are duly authorized to sign this Contract, or any amendment
or supplement thereto; (ii) all requisite authorizations, approvals, permits or consent to
make this Contract or any amendment or supplement thereto valid and enforceable
have been obtained; and (iii) this Contract constitutes their legal, valid and binding
obligation, enforceable in accordance with its terms.

Article 50. Confidentiality – The parties shall treat all information relating to this
Contract or obtained by one party from the other party as a result thereof as strictly
confidential. The parties may only disclose any such information when required by law,
court, regular, or legal process.

Each party undertakes that it will not, during the effectivity of this Contract or at any
time thereafter, without the consent of the other party, disclose the terms of this
Contract to any person or company.

Article 51. Notices – All notices or other communications required or permitted to be

given under this Contract shall be given in writing and shall be delivered in person or
sent by registered mail to the respective addresses of the parties as herein indicated.
Provided that, notice is deemed delivered in person when the same is (i) received by the
pertinent party’s authorized representative/s, security or office staff or (ii) duly tendered
if it is refused to be accepted and/or received.

Article 52. Entirety of Agreement and Prior Agreements Superseded- This Contract and
all its attachments shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns with regard to the subject matter hereof.
The parties are not bound by or liable for any statement, representation, promise,
inducement, understanding or undertaking of any kind of nature (whether written or
oral) with regard to any subject not specified herein. This Contract supersedes and
replaces all prior or contemporaneous discussions, representations, agreements and
undertakings, oral or written, signed or unsigned, between the parties with regard to
the subject matter hereof.

Article 53. Severability – If any provision of this Agreement is held to be invalid, illegal
or unenforceable, the remaining unaffected provisions of this Agreement will not in any
way be impaired. The invalid, illegal, or unenforceable provision will be restated or
amended to reflect the original intention of the parties as may be allowed under the
law.
Article 54. Affirmation- The parties hereby affirm and certify that it or its duly
authorized representative has read or caused to read all the foregoing provisions and
has fully understood the terms hereof.

Article 55. Cessation of Rights and Obligations - Upon termination of this Contract,
all rights and obligations of the parties hereunder shall cease, except: (a) such rights
and obligations as may have accrued as of the date of termination; (b) any right or
obligation which survives the termination; and (c) any right or remedy which a Party
may have under the law.

Article 56. No Partnership or Other Relationship – No provision of this Agreement shall

be construed as creating any form of partnership, agency, joint venture, or any other
relationship not expressly stipulated herein.

Article 57. Governing Law and Regulatory Authority - This Agreement shall be
governed, construed and enforced in accordance with the laws and applicable rules and
regulations of the Republic of the Philippines.

This Contract may be amended, revised or modified as may be directed by the Energy
Regulatory Commission (ERC).

Article 58. Waiver - Any delay or leniency by either party in the exercise or
enforcement, in whole or in part, of any right, remedy, or duty provided in this Contract
shall not constitute a waiver of any prior, concurrent or subsequent right, remedy, or
duty under this Contract or applicable law.

Article 59. Amendment - This Contract may be amended or supplemented only upon
written agreement of both Parties.

Article 60. Headings – The descriptive heading of the various articles and sections of this
Contract have been inserted for convenience or reference only and are not controlling
in the interpretation or construction of this Contract.

Article 61. Multiple Counterparts – This Contract may be executed in two or more
counterparts, each of which is deemed an original but all constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed this instrument at the
place and on the date first above written.

MANILA ELECTRIC COMPANY SOROSORO IBABA DEVELOPMENT

COOPERATIVE

(GRANTOR) (GRANTEE)
By: By:

____________________________ ___________________________
RANK AND POSITION RANK AND POSITION
 SIGNED IN THE PRESENCE OF:

____________________________ ____________________________
WITNESS WITNESS
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

PASIG CITY, METRO MANILA ) S.S.

BEFORE ME, a Notary Public for and in the City of Pasig, Metro Manila,
personally appeared:

Name Company CTC No. Issued on/at ID

_____________________ __________ _______ __________ _______
_____________________ __________ _______ __________ _______

who executed the foregoing instrument and they acknowledge to me that the same is
their free and voluntary act and deed as well as of the corporations which they
respectively represent.

This instrument pertains to the Pole Attachment Contract between _______ and
____________ consisting of nineteen (19) pages, including the page whereon this
Acknowledgement is written, and each and every page thereof was signed in my
presence by the contracting parties and their instrumental witnesses and sealed by me
with my official seal.

WITNESS MY HAND AND SEAL on this _____ day of ____________________,

202_ at Pasig City, Metro Manila, Philippines.

Doc. No. _____;

Page No. _____;
Book No._____;
Series of 2020.
 CONFIDENTIALITY AGREEMENT

KNOW ALL MEN BY THESE PRESENT:

This Confidentiality Agreement is made between MANILA ELECTRIC COMPANY

(MERALCO) and SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC) this
______ day of ______________, 2020:

MANILA ELECTRIC COMPANY will perform services for SIDC which may
require SIDC to disclose confidential and proprietary information ("Confidential
Information") to MANILA ELECTRIC COMPANY. (Confidential Information is
any information of any kind, nature, or description concerning any matters affecting or
relating to Employee's services for MANILA ELECTRIC COMPANY, the business or
operations of SIDC, and/or the products, drawings, plans, technology, processes,
software, formulas or other data of SIDC. Accordingly, to protect the SIDC Confidential
Information that will be disclosed to MANILA ELECTRIC COMPANY, MANILA
ELECTRIC COMPANY agrees as follows.

A. MANILA ELECTRIC COMPANY will hold the Confidential Information

received from SIDC in strict confidence and shall exercise a reasonable
degree of care to prevent disclosure to others and that MANILA
ELECTRIC COMPANY will be compliant to the mandate set forth under
the Data Privacy Act of 2012.

B. MANILA ELECTRIC COMPANY will not disclose or divulge either

directly or indirectly the Confidential Information to others and information
that SIDC is his client to any third person unless first authorized to do so in
writing by SIDC;
 C. MANILA ELECTRIC COMPANY will not reproduce the Confidential
Information nor use this information commercially or for any purpose other
than the performance of his duties for SIDC;

D. MANILA ELECTRIC COMPANY will, upon the request or upon

termination of his relationship with SIDC, deliver to SIDC any technology,
software, formula, drawings, notes, documents, equipment, and materials
received from SIDC or originating from its activities for SIDC.

E. SIDC shall have the sole right to determine the treatment of any
information that is part or project specific, including the right to keep the
same as a trade secret, to use and disclose the same without prior patent
applications, to file copyright registrations in its own name or to follow any
other procedure as SIDC may deemed appropriate.

F. SIDC reserves the right to take disciplinary action, up to and including

termination for violations of this agreement.

Signing below signifies that the parties agrees to the terms and conditions of the agreement
stated above.

____________________________________________ ______________________
HON. RICO B. GERON
SOROSORO IBABA DEVELOPMENT COOPERATIVE MANILA ELECTRIC
COMPANY

Signed in the presence of:

______________________ _______________________

ACKNOWLEDGEMENT

Republic of the Philippines )

City of _________________ ) S.S

BEFORE ME, personally came and appeared this _____ day of ___________, 2020:

Name CTC Number Date/Place Issued

HON. RICO B. GERON 08460202 January 4,
2020/Batangas City
________________ ___________ __________________
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 and voluntary act and deed.

This instrument consisting of two (2) page/s, including the page on which this acknowledgement
is written, has been signed on each and every page thereof by the concerned parties and their
witnesses, and sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above written.

NOTARY PUBLIC

Doc. No._______;
Page No. ______;
Book No.______;
Series of 2020.