INVITATION TO APPLY FOR ELIGIBILITY AND TO BID BY SWISS CHALLENGE Lease of Available Space for Gasoline Station (CPDO Compound)

Transcription

1 BUSINESS AFFAIRS OFFICE UNIVERSITY OF THE PHILIPPINES LOS BAÑOS INVITATION TO APPLY FOR ELIGIBILITY AND TO BID BY SWISS CHALLENGE Lease of Available Space for Gasoline Station (CPDO Compound) The University of the Philippines Los Baños is inviting interested parties to submit bids for the following under Bid No. UPLBBAO-LS Item Lease of Gasoline Station End-User UPLB All bids are subject to the terms and conditions of these instructions as well as to the Terms of Reference to be provided to interested bidders. Late bids will not be accepted. INSTRUCTION TO BIDDERS 1. Schedule of Activities: 1. Issuance of bid documents : starts on June 02, Submission of Intent and Pre-Bid Conference : June 10, 2014/ 2 :00 pm at Business Affairs Office 3. Submission and opening of bids : June 17, 2014 / 2:00 pm 2. Reputable and bona fide bidders should secure bid documents/requirements from the Business Affairs Office or forms may be downloaded from the UPLB website ( 3. During the pre-bid conference (June 10, 2014), interested bidders shall submit a copy of DTI/SEC Registration, Mayor s Permit, Letter of Intent and Business Proposal with Company Background/Profile to Business Affairs Office (BAO). 4. The bid must be legibly written in the prescribed Bidder s Form. All erasures shall be countersigned. 5. The Bid Form must be fully accomplished. 6. In case of discrepancy between amount in figures and amount in words, the latter will prevail. 7. The bidder or his duly authorized representative must sign all pages of the bid documents. Affix the complete signature, not initials, on all pages. Page 1 of 16

2 8. The envelopes should be sealed and addressed to the Director, Business Affairs Office, UP Los Baños with the following information indicated on the envelope: 1. Title of the bid 2. Date of opening 3. Name of business organization 9. A bidder may opt to submit their bid envelope before the bid opening at the Business Affairs Office provided that envelopes are sealed and signed across the envelope flaps. The envelopes shall be stamped RECEIVED by the BAO indicating date and time submitted and name of company representative who submitted the bid document. 10. Bids shall be accepted by the BAO only at the designated date, time and place, provided they are sealed and signed by the bidder or authorized representative across the envelope flaps. SPECIAL PROVISIONS 1. The issuance of the prescribed bidding form mentioned herein shall not be construed as full and final recognition of the bidder s competence, nor shall any previous recognition of competence be necessarily accepted without question for this particular bidding. The University of the Philippines Los Baños reserves the right to review the competence and qualification of the bidders anytime before the award of contract by further verification of the bidders pre-qualification documents, or by any other satisfactory means. The competence of a bidder shall include adequate preparation of the bid documents, financial ability to undertake proper and efficient performance of the services. 2. The bidder can only withdraw his bid before any of the bids has been opened. 3. UPLB reserves the right to reject any or all bids, and accept an offer as may be considered most advantageous to the University. 4. Failure of the bidder to comply with the terms and conditions stipulated in the bidding shall be a ground for disqualification. Important Reminder: Interested bidders should not have any liability from the University. Furthermore, he/she should not be a spouse of a University employee. 5. For further inquiries, please at bao@uplb.edu.ph or visit the Business Affairs Office at Rambutan Rd., CPDO Compound (near a gasoline station). Bids shall be submitted, sealed and signed by the bidder, at the Business Affairs Office at Rambutan Road, CPDO Compound (near Petron Gasoline Station) on the designated bidding date or any re-scheduling thereof. CRITERIA FOR EVALUATION 1. Completeness and compliance/conformity of the submitted bid documents 2. Responsiveness of bids to a. the bid offer; Page 2 of 16

3 b. quality, sufficiency and necessity of product/service being offered; c. background, past performance and number of years of experience of the bidder in similar endeavor. 3. Bidders within Los Baños, Bay and Calamba, with the highest number of points could be/or will be declared as the winner. The University reserves the right to make the appropriate determination of preference among bids as may best suit its purposes. SWISS CHALLENGE RULES: The format for bidding is by Swiss Challenge, as further amplified and explained in detail in the Terms of Reference for the bidding, copy of which may be secured from or the Business Affairs Office (BAO). The bidder is enjoined to take particular attention to the requirements for the bidding by Swiss Challenge. BIDDING FEE AND BID BOND The BAO shall assess a fee of Php as bidding fee for any bidder who wishes to participate in the bidding. The bidder shall submit a Bid Bond in cash in the amount of Php 5, together with its bid, without which the bid shall not be accepted, opened and considered. The Bid Bond shall be conditioned on the bidder s execution of contract if awarded to it. SUMMARY OF PAYABLES BY BIDDERS I. Interested Bidders A. Original Proponent no fees B. Challenger 1. Bond Fee: P Bid Bond Deposit: P5, II. Winning Bidder a. Security Deposit (Bid Amount x 3 months rental) b. Advance Rental equivalent to One Month s Rental (Bid Amount Inclusive of 12% VAT) c. Utilitites Bond Deposit (PPMSO) P10, INQUIRIES All other inquiries may be taken up at the Pre-Bid Conference scheduled above. (sgd.) RUFINO S. MANANGHAYA Director, BAO Page 3 of 16

4 Bid Form for Lease of Gasoline Station for University of the Philippines Los Baños Item Description Total Price (PhP) Bid Offer: Minimum Monthly Rental Fee of P 12, (as rental for space) 12, TOTAL BID PRICE (in figures): P12, TOTAL BID PRICE (in words): Twelve Thousand Five Hundred Pesos Company Name: GASCOM GAS STATION Address: National Highway, Maahas, Los Baños, Laguna Phone Number: (049) Fax No.: (049) Address: yahoo.com \ Printed name Signature (USE OF A DIFFERENT FORM OTHER THAN THIS WILL BE A GROUND FOR DISQUALIFICATION) Page 4 of 16

5 Proposed plan of improvement for the Gasoline Station at CPDO Compound, Rambutan Road, UP Los Baños \ Page 5 of 16

6 BUSINESS PROPOSAL FOR GASOLINE STATION CPDO Compound Gascom Gas Station started its operation on August The products and services offered to its customers are: Diesel MAX, XCS Unleaded, Super Xtra Unleaded, Gasul, Motor Oils, Change Oil, greasing, and undercoat. VISION To be the leading provider of total customer solutions in the energy sector and its derivative business. MISSION We will achieve our vision by: being an integral part of our customers lives, delivering consistent customer experience through innovative products and services; developing strategic partnerships in pursuit of growth and opportunity; leveraging on our refining assets to achieve competitive advantage; fostering an entrepreneurial culture that encourages teamwork, innovation, and excellence; caring for community and the environment; conducting ourselves with professionalism, integrity, and fairness and promoting the best interest of all our stakeholders. BUSINESS PLAN 1. The schedule for business operations are as follows: Monday Friday, 6:00 am to 6:00 pm and Saturday, 7:00 am 3:00 pm. There will be no business operations during Sundays and holidays. In the event that UPLB would need to refuel beyond the given business hours, they may avail the services of the Gascom Main Branch during its operating hours. 2. A 15-day credit line will be provided to UPLB. 3. Sufficient stocks of products will be provided to the customers at all times. 4. The prices of the products and services to be offered in the UPLB Station will be less or at par with the current prices in the market. 5. A mini-store will be available for the convenience of the customers. 6. A restroom and a water faucet will be provided for the use of employees and customers. 7. Credit card terminal will be present to provide alternative payment options to the customers for free. 8. Services such as tire air pressure gauge and windshield cleaning will be available for customers for free. 9. Change oil, grease and washing facilities subject to DENR and LLDA approval will also be provided. We would like to seek assistance from UPLB to ensure our compliance with the requirements in securing permits for such services. 10. There will be a provision for a standby generator to ensure undisrupted operations. 11. University policies regarding business operations will be strictly followed. 12. We will be responsible for the following: A. security and tranquility within the premises; B. hiring of needed personnel; C. contingency provisions in the event of storm, power interruption, work stoppage or other foreseeable occurrences affecting the operation of the facility; D. payment of taxes, licenses, and other permits due from its operations and E. undertaking necessary maintenance procedures at its own expense to ensure smooth operation of the gasoline station. Page 6 of 16

7 TERMS OF REFERENCE FOR THE BIDDING OF A FACILITY (in-campus gasoline station) AT CPDO Compound, Rambutan Road, UPLB I. Background The University of the Philippines Los Baños is offering the lease of a real estate property located at the CPDO Compound, Rambutan Road (hereinafter called the FACILITY ), available for lease solely as an in-campus gasoline station for bidding through a Swiss Challenge. II. Swiss Challenge 1 Under the Swiss Challenge for the FACILITY (in-campus Gasoline Station), the following are the minimum requirements: 1. The minimum monthly rental shall be Twelve Thousand Pesos (Php12,000.00), Philippine Currency, exclusive of applicable taxes. A 5% increase in space rental will be implemented every year, without need of notice. 2. Gasoline Station is a retail station for servicing motor vehicles especially with gasoline and oil, often with small shops and public toilet. 3. Prices of products and services offered at the FACILITY shall be less than or equal to the prices in the market (outside the University.) 4. Fifteen-day credit facility 5. Business operation shall be from Monday to Saturday; 6am until 6pm but must provide dealers that can meet the gasoline needs of the University outside this business hours such as Sunday (PM) or before 6 am. 6. Provision of Restroom facility 7. Provision of free service that includes air pressure gauge and water faucet. 8. Provision of water and electric meter 9. Provision of stand-by generator 10. Provision of Mini store (optional), change oil, grease and oil, car wash/under wash and credit card facility. 11. Minimum contract period is for three (3) years. 12. Compliance to existing regulations 13. The business owner shall be responsible for: a. security and tranquility within the premises; b. hiring of needed personnel c. contingency provisions in the event of storm, power interruption, work stoppage or other foreseeable occurrences affecting the operation of the FACILITY; d. payment of taxes, licenses and other permits due from its operations; e. undertaking necessary maintenance procedures, at its own expense, for the smooth operation of its gasoline station. 1 A Swiss challenge is a form of public procurement in some (usually lesser developed) jurisdictions which requires a public authority (usually an agency of government) which has received an unsolicited bid for a public project (such as a port, road or railway) or services to be provided to government, to publish the bid and invite third parties to match or exceed it (It) allows third parties to make better offers (challenges) for a project during a designated period.the original proponent gets the right to counter-match any superior offers given by the third party. (Source: Wikipedia). Page 7 of 16

8 The prescribed contract format is enclosed for prospective bidders to scrutinize and familiarize themselves with. III. Swiss Challenge Proceedings, Transition and Compliance Under the Swiss Challenge format, prospective bidders are invited to improve on the prescribed monthly rental rate of Php 12, under all the terms and conditions spelled out above and in the contract format attached hereto. A bid security in cash in the amount of Php5,000.00, payable upon submission of the bid challenge and conditioned on the bidder s unconditional execution of the contract when awarded to it, will need to be deposited for a bid challenge to be considered. The UPLB Business Affairs Office (BAO) shall conduct the bid challenge proceedings by opening up all bid submissions before the public on the date, time and place specified for such purpose. Should one (1) or several valid bid challenge/s be received, valid bids shall be arranged in order from highest to lowest for purposes of the challenge, with the bid having the highest submitted monthly rental rate being first declared as the standard to match (the challenge ). The original proponent shall then be allowed to match the challenge by written confirmation to UPLB, within SEVEN (7) CALENDAR DAYS of being notified by UPLB, through the BAO, of the challenge. In the event the original proponent matches the challenge, the contract for the FACILITY shall be awarded to it at the monthly rental rate proposed in the challenge; otherwise, should the original proponent fail or refuse to match the challenge, the contract shall be awarded instead to the bidder who submitted the challenge. In the event that the contract is awarded to the bidder who submitted the challenge, it shall be given SEVEN (7) CALENDAR DAYS from notification within which to finalize the contract with UPLB, through the BAO. Should it fail to do so or otherwise manifest that it is not interested to pursue the contract, its bid security shall be forfeited by way of liquidated damages. Thereafter, the bid of the next-highest qualified bidder/s shall be consecutively considered for challenge, following the same procedure as with the highest bid challenge, in successive order from highest to lowest until a contract is finally executed. For any qualified challenger to be considered, its bid deposit shall need to have been left in deposit with UPLB. Should no qualified bidder with a valid bid succeed with its challenge, the contract shall automatically be awarded to the original proponent under the original terms mentioned herein. In the event the contract is awarded to a challenger, it shall be given a period of ONE MONTH from contract execution within which to set up and prepare its own equipment therein and provide all other physical requirements under the contract prior to operation. Regardless of whether or not the winning bidder is ready to operate the FACILITY, monthly rentals shall be assessed from it upon the lapse of the given preparation period. IV. Other Terms The winning bidder/contractor shall pay a security deposit equivalent to three months rental, and advance rental equivalent to one month s rental. Page 8 of 16

9 University of the Philippines Los Baños College, Laguna BUSINESS AFFAIRS OFFICE TERMS AND CONDITIONS Gasoline Station at CPDO compound DESCRIPTION OF PREMISES AND PURPOSE OF LEASE 1. Area and location LOCATION CPDO COMPOUND RAMBUTAN ROAD AREA sq.m. This Contract of Lease shall only cover the following areas thereat: a) Office space with an area of sq.m.; b) Service area consisting of two (2) digital Tatsuno dual-pump dispensers where two (2) dispensers are for diesel, one (1) dispenser for unleaded and one (1) dispenser for Super inclusive of work/service area with a total area of sq.m.; c) Three fuel tanks attached to gasoline pumps with capacity of 4,000 gallons each, covering an area of sq.m. 2. LESSEE agrees that the leased premises shall be used and occupied solely as: 1. FUEL SERVICE STATION 2. OFFICE SPACE/CONVENIENCE STORE DEDICATED TO OPERATING THE GAS STATION under the direct management of LESSEE. Further, LESSEE shall use the premises solely for activities directly related with running a gas station or only as the same may be needed and incidental to its principal purpose/business and not for any other purpose; 3. LESSEE shall not assign, transfer or convey any of his rights under this contract, or sublease the leased premises in whole or in part, or permit the same to be used by a third party without prior written consent of LESSOR. Page 9 of 16

10 II. RENTAL AND DEPOSIT 1. In consideration of the leased premises (Section I.1), LESSEE shall pay the LESSOR the amount of (please indicate bid price) PhP 12, (exclusive of applicable taxes) as monthly space rental, payable within the first twenty-five days (25) days of the current month without need of demand. After the second year, the monthly shall be subject to an increase of 5% on the existing rental rate until the contract expires. The Lease Contract shall be effective from August 1, 2014 until July 31, Payment shall be made at the UPLB Cashier s Office to be remitted at Fund code LESSEE, upon acceptance of award, shall deposit in advance to UPLB Cashier s Office a SECURITY DEPOSIT equivalent to three (3) months' rental as a guarantee to secure the faithful compliance by LESSEE of all the covenants and conditions set forth in the contract and to answer for damages and other monetary liabilities or obligations of the LESSEE under the contract; 4. The SECURITY DEPOSIT (Section II.3) shall not be applied by LESSEE to any unpaid rental and shall be kept intact throughout the term of the contract and shall be returned to LESSEE without interest, after a month from the time LESSEE shall have completely and satisfactorily vacated and redelivered the area to LESSOR upon the expiration or pretermination of the lease contract minus whatever amount or amounts LESSEE may owe LESSOR; provided that, if LESSEE should pre-terminate this lease contract before its stipulated expiration date for whatever cause or reason, the security deposit or any balance thereof shall be automatically forfeited in favor of LESSOR, unless 60 days' prior notice is served, since the parties herein agree that time is of the essence and the period in this contract has been fixed for the benefit of LESSOR; Provided, further, that the LESSEE s liability for any breach of this contract or any obligation arising from the use of the area shall in no manner be limited to the amount of said security deposit. Any debt or obligation owed by LESSEE to LESSOR in excess of the security deposit at the time of the expiration or pre-termination of this contract shall constitute a lien on the personal properties of the LESSEE found in the leased premises. 5. In addition to the SECURITY DEPOSIT under Section II.3, LESSEE shall pay, upon signing hereof, advance rental equivalent to one (1) month s rental. LESSEE to advance also VAT due thereon. III. PENALTIES AND CHARGES Upon failure of LESSEE to pay the monthly rental within the time prescribed, a surcharge of ten (10%) percent per month shall be imposed on the unpaid rental. Any payment made by the LESSEE pursuant to the preceding paragraph shall be without prejudice to whatever action LESSOR may take pursuant to Section XIII. Page 10 of 16

11 IV. UTILITIES All utilities and services furnished the LESSEE s premises for the term of this lease, including electricity, water and garbage collection shall be for the account of LESSEE, separately from the monthly rental, and shall be paid by LESSEE within five days (5) after receipt of the collection bill. LESSOR or its agents or employees shall not in any manner be liable to the LESSEE for any disruption or cessation of utility service/s to the premises not caused by the fault or negligence of LESSOR, its agents or employees. Further, the LESSEE shall provide for its own temporary water and electric sub-meters. The sub-meters that will be provided shall be accompanied by a calibration certification from an accredited testing laboratory. V. ALTERATIONS/ADDITIONS/IMPROVEMENTS a. The LESSEE, at LESSEE s own expense, shall be allowed to make alterations, additions or improvements in or upon the leased premises consistent with the LESSEE s needs, provided, upon prior written permission from LESSOR. Whenever such alteration, addition or improvement is authorized, the portion of the capital cost thereof which the LESSOR may agree to shoulder shall be deducted from the LESSEE s monthly rental payment up to half the amount thereof, continuously until the full amount of LESSOR s share in capital cost is recovered; Provided, the LESSEE shall furnish LESSOR beforehand with proof of all expenditures made. b. All fixed improvements introduced by LESSEE in the leased premises during this lease shall, at the termination thereof, become property of the LESSOR without obligation to reimburse the LESSEE for the latter s expenses. Notwithstanding, the LESSOR may choose to require the LESSEE to restore the premises to its original condition at the end of this lease, at the LESSEE s expense. VI. MAINTENANCE AND CARE OF THE LEASED PROPERTY a. The LESSEE agrees and undertakes to keep and maintain the Leased Property in a clean, safe and sanitary condition, free from disturbing noises and nuisance, as required by applicable laws and regulations. b. All repairs of the Leased Property necessary to preserve and maintain it in good, serviceable and fit condition during the effectivity of this Contract shall be for the sole account of the LESSEE. c. Except as provided herein, the LESSEE shall surrender and return the Leased Property in as good condition as it was actually found at the beginning of this Contract, ordinary wear and tear excepted. d. Upon the expiration or pre-termination of this Contract, the LESSEE shall, within a period of 15 days, remove any movable property or improvement introduced in the leased premises without causing damage thereto. Provided that, the LESSEE has no outstanding obligation to the University. Page 11 of 16

12 VII. SIGNS, ADVERTISEMENT, ETC. The LESSEE shall not affix, inscribe or paint any notice, sign or other advertising medium outside the leased area or any part of the building, except upon written permission from the LESSOR (through Business Affairs Office) and of such size, style and content as the LESSOR may determine, conforming with such rules and regulations as the LESSOR may, from time to time, prescribe. VIII. OBLIGATIONS OF THE LESSEE The Lessee shall: 1. operate the FACILITY as a gas station, catering with priority to the motor fuel needs of LESSOR s vehicles and motorized equipment, as well as that of LESSOR s affiliate institutions housed within the UPLB community; 2. maintain at all times in the gas station, sufficient stocks of fuel, lubricants and service materials for the benefit of his clientele, pricing its products and services no more than what other gasoline stations in the immediate vicinity outside the university offer; 3. provide free services such as water, air and tire pressure gauge, windshield cleaning, oil and fluid check as similar businesses may extend to the public; 4. provide other services traditionally available at service stations, such as engine servicing, car cleaning, maintenance of a convenience/mini store, credit card facilities and the like; 5. ensure minimal disturbance and spread of noxious gases to nearby offices by scheduling the replenishment of its stocks outside normal office hours (before 8:00 a.m. or after 5:00 p.m.); 6. provide a fifteen (15)-day credit facility to LESSOR's official purchases from his station, subject to such control mechanisms thereon as Lessor may set up with the LESSEE; 7. operate for a minimum of twelve (12) hours daily (from 6:00 a.m. to 6:00 p.m.), Monday to Saturday except during holidays; provided, that provisions are made by LESSEE for servicing LESSOR s gasoline requirements outside of said hours, when necessitated, through nearby gasoline stations; 8. pay for the use of utilities (i.e., water, electricity, garbage collection) and common service facilities (e.g., telephone, fax services and security services) at their prevailing usage rates which shall be computed on the basis of the formula prescribed by the LESSOR for non- UP users, in the absence of appropriate meters; 9. comply at all times with fire safety standards as may be prescribed by the Bureau of Fire Protection and/or UPLB Occupational Health and Safety Standard Committee, including the maintenance of such equipment as may be prescribed for preventing fire; for this purpose, LESSEE shall at all times provide two (2) fire extinguishers and six (6) pails of sand at the gas station as basic preventive measures should a fire start therein; Page 12 of 16

13 10. not allow the storage of any hazardous material, other than fuel, as prohibited in the premises by the LESSOR; The LESSEE warrants that they shall hold the LESSOR, its agents and employees free from any and all liabilities arising from the storage or presence within the premises of such unlawful or illegal goods or items; 11. aside from those articles mentioned in Section l(2) above, not sell other articles as LESSOR may, by written notice, prohibit/restrict LESSEE from dispensing from time to time; 12. provide adequate security on the leased premises as he may reasonably need, hereby unconditionally releasing the LESSOR, its agents and employees from any liability whatsoever for any damage, injury or loss therein; 13. provide adequate lighting in the FACILITY and maintain plumbing, electrical fixtures and roofing/rain protection in good order at all times, all at his expense; 14. provide segregated waste cans in the FACILITY and be responsible for the cleanliness and maintenance of the leased area at all times during the period covered by this contract in a manner compatible with its surrounding academic environment; 15. carefully select the personnel he shall station therein, making sure they have proper clearances from the local police as well as the university police force; in this regard, LESSEE shall indemnify the LESSOR for any damage or injury which the latter may suffer to itself or to its agents, employees or visitors caused by the act or omission of the former's personnel, as well as hold the LESSOR, its agents and employees harmless from any liability to third persons brought about by the act or omission of the LESSEE and/or his personnel or agents; 16. ensure that LESSEE S employees are in good physical health and are free from communicable diseases which can be transmitted to its customers. All employees of the LESSEE shall secure medical fitness certificates from the University Health Service. The medical certificates with the corresponding photo shall be submitted to the Business Affairs Office; Furthermore, the LESSEE, its employees should wear the attire proposed by the LESSEE and approved by BAO and should observe proper hygiene at all times. Non-food business: uniform, ID, closed shoes 17. control LESSEE s personnel, unless on official business from loitering around other offices within campus. Further, the LESSEE shall not allow any activities that will cause disturbance or nuisance to the surrounding areas; 18. obey University regulations, particularly those involving the use of University premises, which shall be observed and enforced within the leased premises at all times. Further, personnel of the LESSEE shall secure clearances from the Philippine National Police of Los Baños and the University Police Force as precondition for their engagement; 19. strictly comply with the conditions of his contract, furnishing the UPLB-BAO with copies of proofs of payment of his monthly rentals within five (5) days from payment thereof, for monitoring purposes; Page 13 of 16

14 20. allow the LESSOR s designated representative/s to inspect the FACILITY during reasonable hours of the day, or any delivery or withdrawal of stocks to/from the FACILITY, to be covered under appropriate documentation and passes; Furthermore, surprise calibration and audit may be done by authorized representatives of the University; 21. provide software for the Point of Sale (POS) connected to the fuel dispensers at the gasoline station; furnish LESSOR with copies of the daily transactions of the gasoline station early the following morning for proper monitoring of the University s gasoline and diesel withdrawals; 22. pay for all taxes, licenses, and fees imposed by and payable to the government in connection with the operation of LESSEE's business, which shall not be deducted from or applied to the rental due to the LESSOR. Furnish LESSOR annually with current tax clearance from Bureau of Internal Revenue together with copies of latest income and business tax returns, duly stamped as received by the bureau and validated with the tax payments made thereon; 23. peacefully vacate and surrender to the LESSOR possession of the premises upon the expiration and non-renewal, or pre-termination as provided herein, of this lease; in this regard, the LESSEE hereby unconditionally and irrevocably designates the LESSOR, its agents and employees, as his Attorney/s-in-Fact, with full authority to enter into and take possession of the premises, together with all properties therein, for and on behalf of the LESSEE, without need of court appointment for such purpose, applying the LESSEE's properties in payment of any outstanding obligation to LESSOR he may still have, waiving at the same time any objection to any action which the LESSOR may take thereon and to the leased premises, including padlocking it and/or offering it for lease to other parties. The LESSEE hereby confesses that he has no further cause of action against the LESSOR, its agents and employees by reason of any action taken in this regard, and hereby forever waives any such right of action, should there be any; and 24. be liable for Liquidated Damages to the LESSOR in an amount TWICE the rental rate of the leased premises provided for herein, for every month or fraction thereof that the LESSEE fails to vacate and surrender the premises to the LESSOR upon the expiration or termination of this lease. IX. OBLIGATIONS OF THE LESSOR The LESSOR shall: 1. provide the full area designated herein as fuel service station to the LESSEE, free of any occupants or restrictions save as otherwise provided herein; 2. comply with the provisions of this contract, provided, however, that the LESSOR shall not be liable in any way for failure to observe or perform any provision of this contract if such failure shall be caused by its compliance with any law, rule or regulation. Page 14 of 16

15 X. NON-LIABILITY TO THIRD PARTIES LESSEE shall hold LESSOR free and harmless from liability to any party. LESSOR is not liable for any damage suffered by third parties due to the operation of business of the LESSEE. XI. NO EMPLOYER-EMPLOYEE RELATIONS There is no employer-employee relationship between LESSOR and LESSEE and between LESSOR and LESSEE s employees. The LESSEE shall be primarily and solely responsible to LESSEE s employees for their labor-related claims. XII. VISITORIAL RIGHTS The LESSOR shall have visitorial/inspection rights over the FACILITY and may conduct surprise calibration and audit during reasonable hours of the day to check compliance with the provisions of the contract. XIII. TERMINATION OF CONTRACT 1. The contract, at any time, may be pre-terminated upon mutual consent of the contracting parties. Either party may likewise pre-terminate the contract by simple written notice to the other at least ninety (90) days in advance, without necessity of judicial action for any violation of the terms and conditions herein stipulated. 2. Either party may terminate the contract due to violation by the other of any material provision herein, subject to the next succeeding section. The LESSOR may likewise unilaterally terminate the contract in case of the LESSEE s non-payment of the monthly rental for two (2) consecutive months or failure to conduct full business operations, without acceptable reason, for any continuous period of fifteen (15) days or more during the term of this lease. In this regard, the LESSEE hereby constitutes the LESSOR as his Attorney-in-Fact for the purpose of immediately taking possession of the premises. 3. Whenever a party hereto fails to perform any obligation under this contract, the aggrieved party shall notify the violating party of such violation in writing, giving the latter a period of FIFTEEN (15) days within which to remedy the violation or cure the defect in compliance. Should the violating party fail to remedy the violation, or having been so warned persists in violating this contract, the aggrieved party may thereafter proceed to terminate the same for cause. This contract is deemed terminated five (5) days from receipt of such notice from the aggrieved party. Page 15 of 16

16 XIV. FORCE MAJEURE Neither party shall be responsible to the other for losses or destruction to them due to force majeure, there being no fault or negligence attributable to either party. In the event the leased premises are destroyed due to force majeure to such extent as would render this lease inoperable, this contract shall automatically terminate. In the event that the premises may still be partially operated, the parties may subsequently agree on a continuation of this lease as adjusted to suit their situation. LESSOR shall give the LESSEE first preference on the lease under such circumstances. XV. VENUE In the event of legal action arising from this contract, venue of court/compulsory alternative dispute resolution action shall be in Los Baños, or in any other appropriate town or city within Laguna Province. Page 16 of 16