MEMORANDUM OF AGREEMENT

KNOW ALL PERSONSBY THESE PRESENTS:

This Contract is made and entered into by and between:

HAUSLAND ESTATE MANAGEMENT INC., a domestic

corporation duly registered and organized under and by virtue of the laws of
the Republic of the Philippines, with principal office address at HLDC
Corporate Center Annex, Don Bonifacio Ave., PulungMaragul, Angeles City,
represented by its official representative Mr. EDWIN P. SANTOS, hereinafter
referred to as the “HEMI”.

-and-

***HOA***.,a non-stock, non-profit homeowners’ association duly

registered and organized pursuant to Republic Act No. 9904 or the Magna
Carta for Homeowners and Homeowners Association and other pertinent laws
of the Republic of the Philippines, with principal office address at
___________________________________, represented by its President,
Mr./Ms. ___________________, pursuant to Board Resolution No.___,
hereinafter referred to as ***HOA***.

(Collectively referred to as “the Parties”)

WITNESSETH; That,

WHEREAS, HEMI is anestate management company primarily organized to render

property management services of all kinds, waste management support, utility provision
assistance, community development and governance policy advisory services, professional
services procurement covering regulatory, legal, audit, information and privacy compliances
for homeowners’ associations, and other related activities;

WHEREAS, ***HOA*** is a homeowners’ association registered with the

Department of Human Settlement and Urban Development (“DHSUD”) organized by owners
or purchasers of a developed subdivision lot within a subdivision project covered by the
jurisdiction of the association;

WHEREAS, ***HOA*** is charged with the legally mandated duties and

responsibilities of a homeowners’ association in accordance with law including but not
limited tokeeping peace and order within the subdivision, maintaining all amenities and
facilities in the subdivision, managing the affairs of the said subdivision in accordance with
the R.A. No. 9904 and its Implementing Rules and Regulations (IRR) with regard to
community development and governance between and among the owners and residents of the
subdivision; however,the same and its current officers may not be technically and
professionally capable without the assistance of service providers;

WHEREAS, HEMI has offered its services to assist, capacitate, share best practices,
and procure necessary and desirable technical and professional services from third party
contractors to enable the ***HOA*** perform its duties and responsibilities under R.A. No.
9904 and its Implementing Rules and Regulations;

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

have mutually agreed to enter into Memorandum of Agreement (AGREEMENT) subject to
the following terms and conditions, to wit:

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 ARTICLE 1

DEFINITION OF TERMS

1.01. In this agreement, the following words and phrases shall have the following meaning:

a. Accounting Period – refers to the fiscal or calendar year adopted by a homeowners’

association in the recording and reporting of its fiscal transactions;

b. Association Member– refersto a homeowner who is a member of the association

where the residential unit or lot is situated and those defined in the articles of
association and by-laws of the association;

c. Basic community services and facilities– refer to services and facilities that redound
to the benefit of all homeowners such as, but not limited to security; street and
vicinity lights; maintenance, repairs and cleaning of streets; garbage collection and
disposal; and other similar services and facilities;

d. Board – refers to the board of directors or trustees of the association which has
primary authority to manage the affairs of the association;

e. Beneficial user – refers to a subdivision developer who holds property or properties

in the subdivision not for the purpose of residing therein but as part of the inventory
of properties for sale to the general public.

Nota Bene: A beneficial user shall only be liable for beneficial user dues and is
excluded from the payment of “Monthly Association Dues and/or Fees”.However, in
case DHSUD rules that the subdivision developer is entitled to become a member of
the HOA, the right to associate shall be for the exclusive right of the subdivision
developer, in which case, the obligation to pay membership dues and fees and/or
beneficial user fees shall be dependent on whether the subdivision shall elect to be a
member or not.

f. Beneficial User Dues. --Theamount charged to the homeowners who are not
members of the association and/or beneficial users as their contribution to defray
the expenses incurred by the association for basic community services.

g. Common Areas – refer to property owned or otherwise maintained, repaired, or

administered in whole or in part by the association including, but not limited to
roads, parks, playgrounds, and open spaces as provided for in Presidential Decree No.
1216;

h. Deed of Restrictions – are written agreements that restrict, or limit, the use or
activities that may take place on property in a subdivision by the project owner or
developer. This includes a provision in a deed that imposes a limitation, condition or
other restriction upon how the buyer (or grantee) may use the property being
conveyed by the deed, which can be specific to one parcel of property or can be
common to all lots in a subdivision. These restrictions may or may not be registered
in the records of the Register of Deeds where the property is located. They are
private agreements binding upon every owner in a subdivision. Upon turnover of the
subdivision to the TRHAI these restrictions may be imposed through the appropriate
board resolution and approvals in accordance with their Bylaws;

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 i. Delinquent memberor a Member Not In Good Standing – refers to a member who
has been declared as such in accordance with the procedures, rules or the By-laws of
the association;

j. Department or DHSUD – the Department of Human Settlements and Urban

Development (DHSUD) shall act as the primary national government entity
responsible for the management of housing, human settlement and urban
development. It shall be the sole and main planning and policy-making, regulatory,
program coordination, and performance monitoring entity for all housing, human
settlement and urban development concerns, primarily focusing on the access to and
the affordability of basic human needs;

k. Homeowner–owner or purchaser of a lot in a subdivision/village or other residential

real property located within the jurisdiction of the association. A developer is also a
homeowner since it is also a landowner;

l. Homeowners Association– refers to the homeowners’ association which is a

nonstock, nonprofit association registered either previously with the Housing and
Land Use Regulatory Board (“HLURB”), or one previously registered with the Home
Insurance Guarantee Corporation (“HIGC”)or Home Guaranty Corporation (“HGC”)or
the Securities and Exchange Commission (SEC),or the DHSUD, duly organized by
owners or purchasers of a lot in a subdivision/village or other residential real
property located within the jurisdiction of the association;

m. Monthly Association Dues and/or Fees -The amounts charged to the members,
homeowners, excluding the beneficialuser, on a monthly basis primarily intended to
defray administrative, operational and maintenance expenses incurred by the
association.

n. R.A. No. 9904–the Magna Carta for Homeowners and Homeowners’ Associations
and its IRR; and,

o. Unified Computer System (UCS)– is a system for creating a more cost-effective,

efficient and centrally managed data center by integrating data storage components
and resources.

ARTICLE 2

SUBJECT MATTER AND TERM

2.01. The subject matter of this agreement is HEMI’sengagement and rendering of services
to assist, capacitate, share best practices, and procure necessary and desirable technical
and professional services from third party contractors, including the provision of stand
by strike force team, to enable the ***HOA*** to perform its duties and responsibilities
under R.A. No. 9904 and other laws;

2.02. This engagement shall be in full force and effect while the subdivision project (and its
operations) is under the control and supervision of the project owner and/or developer
plusan additional period of five (5) years fromthe subdivision project’s turnover to
the ***HOA***. Upon expiration of this term, the agreement may be renewed for
another five (5) years, which shall be automatic unless revoked in writing by either
party at least 30 days before the aforesaid expiration date;

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2.03. The 30-day period prior to the expiration of this contract shall be the period necessary
to adjust the provisions of this contract.Failure to make the necessary amendments to
this contract during the period mentioned in the preceding paragraph shall be
considered the renewal of this contract in toto;

2.04. The parties may however enter into a separate agreement amending or supplementing
this agreement for particular services which may be deemed necessary by the Parties
based on actual need, condition, requirement, or unique circumstances.

ARTICLE 3

SCOPE OF HEMI SERVICES

3.01 HEMI shall assist, capacitate, share best practices, and procure necessary and
desirable technical and professional services from third party contractors to enable
the ***HOA*** to perform its duties and responsibilities under R.A. No. 9904 and its
IRR during and after the durationof this agreement,including but not limited to the
following services:

a. To prospect, train, and assist in the hiring, placement and replacement of

workers or employees, whether casual, term, seasonal, project or regular, to
serve the ***HOA*** on general and/or specific human resources
requirements;

b. To help put in place a unified collection system to enable ***HOA*** to

collect “MONTHLY ASSOCIATION DUES”, which are initially set in the amount
of THREE HUNDRED PESOS (PhP 300.00) per unit; and as well as to enable the
***HOA*** to collect “BENEFICIAL USER DUES”, which are set in the amount
of __________________for all properties forming part of the inventory of the
beneficial user;

C. To ensure that ***HOA*** can legally issue official receipts, duly authorized
by government authorities, for all payments received on behalf of the
association subject to review, certification and audit of the treasurer and
auditor.

D. To ensure that funds of ***HOA*** are properly utilized and that the
disbursements of ***HOA*** or its officers are made in good faith so as to
guarantee that unjust enrichment and inadvertent unfairness do not result.
For this purpose, HEMI shall have the power, authority, and duty to examine
all accounts pertaining to expenditures or uses of funds and property by
***HOA*** and HEMI may disallow irregular, unnecessary, or unconscionable
expenditures of the funds of ***HOA***;

E. To maintain and make available duly accredited security agencies, contractors

or outfits from which, the ***HOA*** could choose to engage in order to
provide security services for the whole subdivision or any phase thereof
including regulating access to, or passage through the subdivision/village
roads for purposes of preserving the privacy, tranquility, safety and traffic
order;

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 f. To maintain and make available duly accredited contractor/ supplier from
which, the ***HOA*** could choose to engage in order to provide and assure
the quality of construction works for the benefit of the homeowners;

g. To supervise the maintenance of community and basic facilities in the

subdivision including grass cutting, landscaping, sweeping of all common
areas, and open areas and all areas not within the premises of the
homeowners and, subject to a separate engagement, directly perform such
services on emergency or specific instances if necessary. For this purpose,
HEMI shall maintain a ready strike force team to discharge these functions on
limited or special basis;

h. To capacitate the ***HOA*** to conduct repairs and maintenance

ofsubdivision’s common areas such as roads, streetlights, entrance gates,
open spaces, playground, gym, basketball courts and the like,and provide
advisories on technical aspect of this function so that the aforementioned do
not contradict the provisions of the approved plan;

i. To help facilitate the engagementofwaste management and disposal services

in coordination with the local government unit (i.e., the heads of barangay
and city/municipality) including but not limited to garbage collection, garbage
segregation, waste disposal, materials recovery, and composting in
accordance with law. Subject to a separate engagement, HEMI shall be at all
times ready to perform these services on limited or special basis in case the
LGU waste management and disposal services fail;

j. To provide corporate and legal advisories to ***HOA*** in their exercise of

any and all corporate powers as specified under the law including but not
limited to entering into contracts, filing and defending legal action, carrying
out investigations and securing legal and auditing services, and other similar
activities;

k. To recommend sanctions upon members of the ***HOA*** for violations

and/or noncompliance with association’s by-laws, rules and regulations;

l. To help facilitate the peaceful and orderly holding of elections on the time or
date set forth in the by-laws, as well as recommending guidelines or
alternative modes of conducting meetings based on the latest issuances of
the DHSUD;

NOTE: Taxes on real property on open spaces, parks, playgrounds and road lots and
policy on sharing allocation or proportionate contribution of every member in the
common usage areas or parcels of land;

3.02 HEMI shall procure auditing and/or accounting services from third party professionals
to help the ***HOA*** in their preparation and filing of Financial Statements with
the DHSUD or SEC, Bureau of Internal Revenue (BIR) compliance, and business permit
(only as may be applicable) renewal. All other auditing services which are not
mentioned in this section are excluded from the coverage of basic services.

3.03 HEMI shall procure legal services from third party lawyers to provide assistance and
aid the HOA with respect to the proper interpretation, implementation and
enforcement of the provisions of R.A. No. 9904 and its IRR; and for proper collection

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 of monthly dues of delinquent members. The legal services on collection of monthly
dues shall be limited to preparation of letters and demands against the delinquent
members. All other legal services which are not mentioned in this section are
excluded from the coverage of basic services and shall covered by a separate retainer
engagement on a case-to-case, matter-to-matter, or project-to-project basis;

3.04 HEMI shall procure architectural and engineering servicesto help, assist, and guide
the HOA members in their applicationsfor home improvement or housing
constructions, as the case may be, and guide the technical committee of the
***HOA*** evaluate and process all applications and their supporting plans and
documents. All other architectural and engineering services which are not mentioned
in this section may be rendered subject to a separate engagement or agreement;

3.05 HEMI shall provide the following technological advances to ***HOA***: (a) unified
computer system, for them to centrally manage their data; (b) website, for easy
accessibility and to convey specific and helpful information to the members; and,(c)
an efficient collection system, to attain sustainability. Any requests for enhancement
of these information technology infrastructure may be accommodated, subject to a
separate engagement;

ARTICLE 4

COMPENSATION FOR SERVICES RENDERED

4.01 For and in consideration of the basic services performed by HEMI, the ***HOA***
shall pay SERVICE FEE computed at a fixed amount of FIFTY THOUSAND PESOS (PHP
50,000), exclusive of Value Added Tax (VAT) and other applicable taxes which are
assessed separately;

4.02 Actual expenses incurred for long distance/NDD/IDD calls, facsimile charges,
document reproduction charges, postage, and transportation shall be for the
***HOA***’s account;

4.03 A monthly Billing Statement shall be sent to the ***HOA*** and must be paid within
15 days from receipt thereof.Unpaid servicefees and expenses shall be charged three
percent (3%) interest per month if payment is not received within 15 days from your
receipt of our Billing Statement.

ARTICLE 5

ADDITIONAL SERVICES

5.01 Additional Services are those services excluded from the basic services enumerated
in Article 3 of this AGREEMENT, which shall be covered by a correspondingseparate
agreement and separate service fees;

5.02 The following are additionalservices of HEMI that will be covered by a separate
agreement, such as but not limited to (a) landscaping and cultivation of ornamental
plants, (b) strike force team services that are over and above the scope of the
***HOA’s***current maintenance team, (c) logistical services that are beyond the

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 scope of their current HOA set-up, (d) de-clogging services of the subdivision, (e)
repairs and maintenance works of any kind including cleaning, painting, electrical,
plumbing, carpentry, masonry and other routine repairs as are necessary or
reasonably appropriate; (f) annual auditing services other than the regular assistance
in the bookkeeping of the accounts of the ***HOA***; (g) enforcement of
compliance with the Deed of Restrictions and other resolutions of the Board of the
***HOA***, whether thru administrative, quasi-judicial or judicial means; (h)
procurement of legal service to institute, defend, or intervene in litigation on
administrative, civil or criminal proceedings affecting the welfare of the association
and the subdivision/village as a whole, or affecting the welfare of the homeowner
himself/herself; and, (i) contracting specific employees of HEMI to ensure the full
functioning and operation of the association; (j) to help and assist ***HOA*** in
their compliance with regard to height regulations, easements, use of homes,
buildings, structures that may be built within the subdivision, in accordance with the
National Building Code, zoning laws, DHSUD rules and regulations, existing local
ordinances; and (k) to cause compliance to allow the establishment of certain
institution such as sari-sari stores, day care center, clinics or small scale business
enterprise within the subdivision;

5.03 The ***HOA*** may want to engage the services of HEMI or its known third-party
contractors which shall provide manpower services to the ***HOA***. The said
Manpower Services Agreement which the ***HOA*** may avail is distinct from this
Agreement (MOA) and shall be covered by a corresponding separate agreement.

5.04 This engagement shall also not preclude HEMI from entering into property
management service contracts with the individual members, homeowners and
residents of the subdivision. The ***HOA*** may be entitled to receive an
accreditation fee equivalent to5% and/or 1% of the net receipts of HEMI based on
completed property management service rendered by HEMI to their homeowner-
members on exclusivity and/or promotional arrangements.

ARTICLE 6

MISCELLANEOUS PROVISIONS

6.01 Pursuant to R.A. No. 9904, and to a certain extent permissible under the various sales
contracts or grants, the Deed of Restrictions and resolution of the Board in
accordance with the Bylaws, the ***HOA*** shall procure as a matter of
representation and warranties, to adopt a resolution to make non-payment of
monthly dues and assessments may constitute a valid charge orlien on the titles of
the developed saleable lots in the subdivision;

6.02 ***HOA*** represents and warrants that they shall actively cooperate and pass the
appropriate resolutions adopting measures to limit the number of delinquent
members, non-paying beneficial users, and other members who are not in good
standing to ensure the viability of the operations of the of the same. The directors
shall likewise implement programs that will increase participation and payment of
monthly dues from all members and beneficial users;

6.03 ***HOA*** shall designate a person who shall be authorized to deal with HEMI on
any matter relating to the management of the subdivision. HEMI is not bound to
recognize or receive directions or instructions of whatever kind concerning the
management of the subdivision. In the absence of any other designation by the

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 association, the President of the ***HOA*** has the apparent authority to represent
the association;

6.04 ***HOA*** shall indemnify and hold harmless the HEMI, itsdirectors, and/or
corporate officersfrom any liability whatsoever resulting from the negligence or
willful misconduct of ***HOA***, its directors, officers, or employees;

6.05 This AGREEMENTis based largely on mutual trust and confidence. The Parties hereto
hereby agree to carry out and perform this agreement in a fair and cooperative spirit
for their mutual benefit;

6.06 The Parties agree that in the event that there is any dispute or difference between
them arising out of this AGREEMENTor in the interpretation of any of the provisions
hereof, the respective signatories of the Parties shall promptly meet to resolve such
dispute or difference and the joint decision of such signatories, approved by their
respective managements, shall be binding upon the Parties hereto;

6.07 In the event that a settlement or resolution of any dispute or difference is not arrived
at, the Parties hereto submit to the exclusive jurisdiction of the proper courts of
Angeles City, to the exclusion of all other courts, for the hearing and determination of
any proceeding arising out of or in connection with this AGREEMENT. A violation of
this venue stipulation shall be cause for dismissal of actions for or against any
complaining party;

6.08 This AGREEMENT and any other provisions or terms specifically incorporated herein
constitute the entire agreement of the Parties and supersedes all prior agreements
that may have been executed in connection with the subject hereof. This
AGREEMENT may be amended but only by an instrument in writing signed by the
Parties upon consultation and discussion. The terms, provisions and covenants of any
such amendment/s shall inure to the benefit of and be binding upon the Parties
hereto; and,

6.09 This AGREEMENT shall take effect immediately upon its execution and shall be valid,
binding and enforceable on the Parties.

IN WITNESS WHEREOF, the Parties have hereunto signed this ___ day of
_________, 20__ in Angeles City, Philippines.

HAUSLAND ESTATE MANAGEMENT INC. ***HOA***

(HEMI) Represented by:

Represented by:

MR. EDWIN P. SANTOS MR./MS.________________

Representative President

SIGNED IN THE PRESENCE OF:

_____________________ _____________________

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ANGELES )S.S.

BEFORE ME, a Notary Public for and in Angeles City, this ___ day of __________,
2022, personally appeared the following:

Name Competent Evidence of Identity Valid Until

EDWIN P. SANTOS

____________________

who have satisfactorily proven to me their identities through their respective valid
government issued identification cards, that they are the same persons who executed and
voluntarily signed the foregoing Memorandum of Agreement which they acknowledged
before me as their free and voluntary act and deed.

The foregoing instrument consists of nine (9) PAGES including this page on which
this acknowledgment is written, has been signed on the left margin of each and every page by
the parties and their witnesses.

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

Doc. No. _____;

Page No._____;
Book No. _____;
Series of 2022.

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