MEMORANDUM OF AGREEMENT WITH DEED OF

USUFRUCT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT is entered into by and between:

BUREAU OF PLANT INDUSTRY (BPI), a Philippine government agency created

in accordance with the Philippine Law, holding office at 692 San Andres Street Malate,
Manila, represented by its Director, GERALD GLENN F. PANGANIBAN, PhD,
hereinafter referred to as the “FIRST PARTY”;

-and-

DEPARTMENT OF HEALTH- DAVAO CENTER FOR HEALTH

DEVELOPMENT, (DOH-DCHD) a Regional government office created in accordance
with Philippine Law and represented herein by its Director, ANNABELLE P.
YUMANG, MD, MPH, CESO III, as confirmed by the attached authority of the
DEPARTMENT OF HEALTH, hereinafter referred as the “SECOND PARTY”.

FIRST PARTY and SECOND PARTY are collectively hereinafter referred to as the
“PARTIES”.

WITNESSETH

WHEREAS, the FIRST PARTY is in possession of a site, by virtue of Board of

Liquidators (BOL) Resolution No. 1115, Series of 1952 and pursuant to Executive Order
No. 372, Series of 1950 by the Office of the Philippines, suitable for the establishment of
the structures for the Public Health Laboratory Complex;

WHEREAS, a portion of said land is registered under the Republic of the

Philippines covered by the Transfer Certificate of Title No. T-346864 described as Lot
129-K-3, Psd-11-071334 thru the custody of Bureau of Plant Industry (BPI)- Davao
National Crop Research, Developemt and Production Support Center, located at Bago
Oshiro, Davao City consisting of a total land area of SEVEN HUNDRED SEVENTY
NINE THOUSAND FIVE HUNDRED THIRTY ONE (779,531) SQUARE
METERS, more or less;

WHEREAS, the SECOND PARTY, a principal health agency in the Philippines is

responsible for ensuring access to basic public health services to all Filipinos through the
provision of quality health care and regulation which has implemented the Health
Facilities Enhancement Program (HFEP) for the construction, upgrading, expansion,
repair and equipping of national and local health facilities including the establishment of
its own Sub-National Reference Public Health Laboratories and other proposed DOH
facilities in Davao City;

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 WHEREAS, this instrument is being entered into by the PARTIES to ensure a more
effective and efficient mechanism for the SECOND PARTY to enjoy the right to use a
portion of said lot owned by the FIRST PARTY for the construction and establishment
of the Public Health Laboratory complex at Bago Oshiro, Davao City.

NOW THEREFORE, for and in consideration of the foregoing premises, and the
mutual covenants herein set forth, the PARTIES hereby stipulate and mutually agree to
the following terms and conditions, to wit:

ARTICLE I- NAME, LOCATION, AND OWNERSHIP OF THE HEALTH

FACILITY COMPLEX

1.1 The health facilities shall be known as the SUB-NATIONAL REFERENCE

PUBLIC HEALTH LABORATORIES COMPLEX AND THE DOH WAREHOUSE
HUB-MINDANAO;

1.2 The health facilities shall be construed within a total land area of Six (6) hectares
of the titled property under the custody of BPI-Davao National Crop Research,
Development and Production Support Center, at Bago Oshiro, Davao City, specifically,
within the property described as Lot 129-K-3, Psd 11-071334 under Transfer Certificate
of Title No. T-346864, registered in the name of the Republic of the Philippines, with the
following details;

A parcel of land (Lot 129-K-3, Psd-11-071334), being a portion of Lot 129-K-3, Psd-
112402-034384 situated in the Barrio of Mintal; City of Davao; Island of Mindanao,
bounded as follows;

Line Direction Adjoining Lots/ Features

1-2 SW Portion of Lot 129-K-3, Psd-11-071334 (FDA)

2-3 W Portion of Lot 129-K-3, Psd-11-071334
(Proposed Road)
3-4 N Portion of Lot 129-K-3, Psd11-071334
(Proposed Road)
4-5 E Portion of Lot 129-K-3, Psd11-071334
5-6 S Portion of Lot 129-K-2, Psd11-071334
6-1 SW Portion of Lot 129-K-3, Psd-11-071334 (FDA)

Tie Point: MBM No. 15, Cad-102

Lot Description:

Line Bearing Distance

Tie Point-1 S 61’51’W 1,712.03m
1-2 N 89’55’W 70.00m
2-3 N 00’06’E 295.50m
3-4 N 88’21’E 158.79m
4-5 S 00’04’W 442.97m
5-6 DUE WEST 88.97m
6-1 N 00’06’E 142.80m

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Area: SIXTY THOUSAND (60,000) SQUARE METERS more or less.
Description of Corners: All corners are P.S. cyl. conc. Mons. 15 x 50 cm.
Bearings: True, date of original survey March 16, 2023 executed by Geodetic Engineer
EDDIE D. MELODIAS, JR.

1.3. The structures and building for the health facilities shall be under the name and
ownership of the SECOND PARTY;

1.4. The term of this agreement shall be for twenty-five (25) years and subject to the
agreement of the parties, renewable for another twenty-five (25) years, effective upon
signing of this Memorandum of Agreement.

ARTICLE II- GRANT OF USUFRUCTUARY RIGHTS

2.1. The FIRST PARTY desires to give to the SECOND PARTY the right of
usufruct over the real property described above with the latter having the full right to the
use and enjoyment of the fruits of the property in return for his assuming the obligation to
preserve the property during the term of the usufruct;

2.2. That for and in consideration of the mutual agreements, covenants and
stipulations hereinafter set forth, the FIRST PARTY hereby transfers and conveys unto
the SECOND PARTY by way of USUFRUCT the aforedescribed parcel of land, subject
to the following terms and conditions:

2.2.1. TERM- This grant of Usufruct shall be valid and binding for a term of
twenty- five (25) years and subject to the agreement of the parties, renewable for
another twenty-five (25) years, effective upon signing of the Memorandum of
Agreement;

2.2.2. PURPOSE OF THE USUFRUCT- The Usufruct shall be used for the
construction and erection of health facilities which shall be known as the SUB-
NATIONAL REFERENCE PUBLIC HEALTH LABORATORIES COMPLEX
AND THE DOH WAREHOUSE HUB- MINDANAO;

2.2.3. LAND OWNERSHIP- The ownership and title of the land subject herein
remains with and continues to be in the name of the FIRST PARTY. Upon
expiration of this Agreement, all permanent improvements existing on the land shall
inure to the benefit of the FIRST PARTY with right of removal of the SECOND
PARTY. It is hereby understood that permanent improvements shall refer to those
that cannot be detached or removed without damaging the land;

2.3. RIGHTS AND OBLIGATIONS OF THE FIRST PARTY IN THE GRANT

OF USUFRUCTUARY RIGHTS

a. Identify and allocate a lot measuring Six (6) hectares within the BPI-Davao
National Crop Research, Development and Production Support Center, at Bago Oshiro,
Davao City as the project site for the construction of health facilities;

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 b. Allow the SECOND PARTY, its officials and authorized representatives, full and
free ingress to and egress from the project site ti conduct field assessment and evaluation,
undertake land and infrastructure development for the purpose of establishing the health
facilities;

c. Provide the SECOND PARTY with the necessary documents of the specified
parcel of land for the appropriate use of the property as site of the Sub National
Reference Public Health Laboratories Complex and the DOH- Warehouse Hub-
Mindanao;

d. Authorize the SECOND PARTY to apply, sign, obtain, secure, and submit
documents for securing the necessary permits, including but not limited to building and
development permits; and

e. Exercise the right of ownership over the property under usufruct;

2.4. RIGHTS AND OBLIGATIONS OF THE USUFRUCTUARY/ SECOND

PARTY

a. Provide for and secure funding and budgetary requirements necessary to

develop, build, construct, implement, and maintain the health facilities from the
national and international financial sources, whether public or private. The
SECOND PARTY may build and construct any building or improvement, in
accordance with the creation of the SUB-NATIONAL REFERENCE PUBLIC
HEALTH LABORATORIES COMPLEX AND the DOH WAREHOUSE HUB-
MINDANAO, on the property subject of this grant provided that the SECOND
PARTY hereby agrees and binds himself to insure at his expense the building,
furnishing and equipment built or placed thereon against loss by fire, typhoon, flood
or other similar natural events. In no case shall the FIRST PARTY be liable for any
loss, damage or injury that may arise by reason of the use and enjoyment of the fruits
of said property by the SECOND PARTY;

b. Prepare the architectural and engineering design plans for the health facilities;
its site development plan including the road network leading to and surrounding the
proposed site, in accordance with the physical infrastructure plan approved by the
Health Facility Enhancement Program of the Department of Health based on
international acceptable health regulatory standards;

c. Obtain the necessary permits, consents, licenses pertaining to the actual

execution of the construction plans, including the payment of taxes imposed by the
national and/or local government for the design and construction of the health
facilities; The SECOND PARTY shall pay and be liable for all taxes, licenses,
permits, duties, levies and such other charges as the Government or any of its
instrumentalities and agencies may impose by reason of and arising out of this
agreement and its implementation, including the real property taxes;

d. Secure and bear all expenses in acquiring permits and licenses as may be
required by the national and local government authorities in connection with the use

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and operation of the health facilities;

e. Hold the FIRST PARTY, its officials, representatives and employees free and
harmless from any and all administrative, civil and/or criminal liability arising from
negligence, omission or abuse of authority by the SECOND PARTY personnel,
agents, and representatives in the operation of the health facilities;

f. Assist the FIRST PARTY in the clearing of the project site in accordance
with applicable laws, rules, and regulations;

g. Create a team that will negotiate with the informal settlers of the proposed
site;

h. The SECOND PARTY shall defray all expenses for building and
maintenance including cost of power, water, telephone and other utilities attached,
connected or related to the operation of the improvement introduced on the property
subject of this agreement;

i. The SECOND PARTY shall, at his own expense, make all necessary repairs
to keep the premises and all its equipment and facilities from deteriorating in value
or condition during the term of the grant;

j. The SECOND PARTY shall not lease any part or portion of the premises or
the whole thereof, without the express consent of the FIRST PARTY;

k. The FIRST PARTY hereby covenants with the SECOND PARTY that the
latter shall peaceably hold and enjoy the full use and possession of the premises
during the period of the grant. The SECOND PARTY, her representatives, agents
and employees shall have complete and unimpeded access to and from the premises
at any time;

l. The SECOND PARTY may provide, introduce and/ or maintain proper

infrastructures, perimeter fences, facilities that shall make the subject land
sustainable and viable for use;

m. The SECOND PARTY shall not alienate or transfer its USUFRUCTUARY

rights, or alter the form or substance of the land, or do anything thereon which may
be prejudicial to the rights of the FIRST PARTY;

n. If necessary, render technical assistance and share mutually beneficial

technology with the FIRST PARTY; and

o. The FIRST PARTY may not unilaterally terminate this grant of usufructuary
right prior to the expiration period nor immediately recover possession the
aforedescribed real property, including all permanent structures and improvements
introduced thereon, without proper negotiation and dialogue with the herein
SECOND PARTY. Although, the FIRST PARTY may terminate the usufruct
should the SECOND PARTY violate any of the provisions of this Deed or fail to
comply with its obligations as a usufructuary as provided in the New Civil Code of

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 the Philippines, the applicable provisions of which are incorporated herein and
deemed part of the provisions of this Deed.

ARTICLE III- ARBITRATION

In case of any dispute that may arise in connection with this Agreement, the
PARTIES shall exert best effort towards an applicable settlement. In the event such
dispute is not resolved amicably within the period of thirty (30) days from the date of its
occurence, the PARTIES shall settle the same pursuant to the rules on Alternative
Dispute Resolution (ADR), whenever applicable.

ARTICLE IV- EFFECTIVITY

This Agreement shall take effect upon its signing.

ARTICLE V- AMENDMENTS/ PARTIAL INVALIDITY

7.1 All amendments or revisions of any provision of this Agreement shall take effect
upon the prior written mutual consent of both parties subject to the execution of an
appropriate instrument for the purpose.

7.2 If any of the provisions in this agreement is declared by a competent court or

quasi-judicial body to be null and void or unenforceable, the remaining provisions not
affected by the defects shall nevertheless continue to be in full force and effect without
being impaired or invalidated in any way.

ARTICLE VI- NOTICES

All notices, requests, consents, and other documents required under this Agreement
shall be given or served to the other party either by personal delivery, or by registered
mail, or through reputable courier services, or by e-mail, properly addressed or sent as the
case may be, to the party or its designated agent/representative.

ARTICLE VII- ENTIRETY OF CONTRACT

The parties acknowledge that this instrument constitutes the entire Agreement
between them and shall supersede all other previous communications or contracts, oral or
written, between and among the parties with respect to the subject matter thereof.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this -
____________________ in Davao City, Philippines.

For the FIRST PARTY- For the SECOND PARTY-

BUREAU OF PLANT INDUSTRY DOH-DAVAO CHD

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By: By:

GERALD GLENN F. PANGANIBAN, PhD ANNABELLE P. YUMANG, MD, MPH,

CESO III
DIRECTOR REGIONAL DIRECTOR

SIGNED IN THE PRESENCE OF:

LORNA E. HERRADURA, PHD ENGR. DIVINA B. SONIDO, MPA

AGRICULTURAL CENTER CHIEF IV REGIONAL CIVIL ENGINEER

ANNA AURORA GRACITA B. REMOLAR, RMT, MPA

CHIEF ADMINISTRATIVE OFFICER

ACKNOWLEDGMENT

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Republic of the Philippines )
City of Davao) S.S.
x--------------------x

BEFORE ME, a Notary Public for and in the City of Davao, personally appeared:

NAME GOVERNMENT VALID ID PLACE AND DATE OF EXPIRATION DATE

ISSUE

Known to me to be the same persons who executed the foregoing instrument,

consisting of eight (8) pages, including this page wherein this acknowledgement is
written, signed by parties and their instrumental witnesses and sealed with my notarial
seal. This agreement refers to as the USUFRUCT AGREEMENT and acknowledged to
me that the same are their own free voluntary acts and deeds as well as of the Corporation
and the USUFRUCTUARY herein represented.

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

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2024.