MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This “Memorandum of Agreement” made and executed this ________day of ___________, 2019 in
Marikina City:

YELLOWDOT TRANSPORT TERMINAL, INC. [YDOT] a corporation duly

organized and existing under the laws of the Republic of the
Philippines, with principal office at 2nd Floor 201-208 Guerdon Commercial
Center, Katipunan corner Rainbow Sts., Concepcion Dos, Marikina City, and
represented herein by its President, JERRY C. CASTILLO, hereinafter
referred as the FIRST PARTY;

- and -

________________________________________________________ a cooperative entity duly

organized and existing under the supervision of the Cooperative
Development of the Philippines and by virtue of RA 9520 of the Republic of
the Philippines with principal office address at
_________________________________________________________,represented by its
Chairman, ____________________________, hereinafter referred to as a SECOND
PARTY;

WITNESSETH

WHEREAS, on 19th of June 2017, the Department of Transportation (DOTr) issued

Department Order No. 2017-11 Re; Omnibus Guidelines on the Planning and Identification
of Public Road Transportation Services and Franchise Issuance adopting the rules and
procedures for the issuance of franchises for public transport routes and services;

WHEREAS, on 13th of March 2018, the LTFRB issued MC No. 2018-006 Re: Guidelines for
Public Utility Vehicle Modernization Program’s initial implementation. Pursuant to
Department Order No. 2017-011, otherwise known as the Omnibus. Franchising
Guidelines, wherein the board set the guidelines for the initial Implementation of the Public
Utility Vehicle Modernization Program (PUVMP) pending the completion and approval of
the route rationalization studies and/or Local Public Transport Route Plan (LPTRP).

WHEREAS, on 29th of May 2018, the LTFRB the corresponding authorization from DOTr
through the endorsement letter dated 29th May 2018 authorizing the following
developmental routes in which the FIRST PARTY has filed, processed and paid the franchise
application;

WHEREAS, on 15th of March 2019, the LTFRB issued MC No. 2019-013 Re: Consolidated
Guidelines on the Process of Issuance of Certificate of Public Convenience and Provisionary
Authority/ Special Permit under Omnibus Franchising Guidelines & Public Utility Vehicle
Modernization Program;

WHEREAS, the FIRST PARTY is engaged in the business of Land Transportation including
but not limited to operation of transportation terminals of UV Express and Jeepney’s,
providing services to private individuals, corporations and other entities, and providing
transportation for all kinds of goods, cargoes and passengers;

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WHEREAS, the SECOND PARTY is duly registered at the Cooperative Development
Authority (CDA) and accredited at the Office of the Transportation Cooperative (OTC)
Providing various services to the public and other stakeholder through its members
intends to avail affordable modernized jeepneys/, UV express/, public utility buses/, mini
buses/, tourist transport services/ and other forms of public utility vehicles from the FIRST
PARTY with various routes and terminals in Metro Cities of the Philippines, and;

WHEREAS, the SECOND PARTY accepts and accedes with the transportation and fleet
program offered by the FIRST PARTY in transporting its stakeholders and clients using the
EURO 4 compliant modernized JEEPNEYs/, UV Express/, public utility buses/, tourist
transport services/ and other public utility vehicles as mandated by DOTr MC No. 2017-011
known also as Omnibus Franchising Guidelines (OFG);

THEREFORE, for and in consideration of the foregoing premises and the terms and
considerations hereunder enumerated, the Parties hereby agree, that:

1. The FIRST PARTY shall:

As partner in the implementation of the Public Utility Vehicle Modernization

Program (PUVMP) pending the completion and approval of the Route Rationalization
studies and/or Local Public Transport Route Plan (LPTRP) undertakes as accommodating
party for the SECOND PARTY the following:

a. Provide two (2) Class 2 PUJ unit/s whose details and specifications are
attached hereto as ANNEX “A”, to be utilized in Public Utility Vehicle
Modernization Program (PUVMP) and in the total amount subject to the
payment schedules attached hereto as ANNEX ”B”.

b. Shall be responsible in transacting with identified bank as to the

acquisition of unit through bank financing and other facilities for funding
and/or lending.

c. Shall likewise be responsible for the transport management including

maintenance, providing terminal, parking space, drivers and conductors
of unit preferably coming from local transport association and sister
organization of the SECOND PARTY particularly in the Western Visayas
and Negros Oriental.

d. Based on the outcome of operation of the unit, deduction based on the

following expenses on gross income:
1) Diesoline consumption,
2) Drivers and conductors salary,
3) Maintenance and Refurbishment (car wash,
terminal/parking fee, daily check-up,
4) monthly amortization based on publish rates;
5) comprehensive insurance;
6) license, registration; and
7) other related fees

e. Remit the Net Monthly Income after reconciliation of data and submission
of Reportorial requirement after deducting monthly expenses and
amortization. By depositing the same to the designated Bank Account of
the FIRST PARTY.

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 f. Shall responsible to provide and submit to the SECOND PARTY the soft
copy of tabulation report of Automatic Fare Collection System monthly
record.

g. Regularly make coordination and consultation with the SECOND PARTY

regarding the implementation of the program and protocols.

h. Shall ensure sustainability of program and business with proper

implementation of PUV modernization program ensuring proper
coordination.

i. Shall ensure also the at least for one (1) year and/or 100,000kms
warranty whichever comes first while the cost of parts shall be chargeable
for the account of the SECOND PARTY.

2. The SECOND PARTY shall:

a. Provide PUJ unit/s to be utilized in Public Utility Vehicle Modernization

Program (PUVMP) in the total amount subject to the payment schedules
attached hereto as ANNEX “B”.
b. Provide Mini-Bus/es unit in the total amount subject to the payment
schedules attached hereto as ANNEX “B”.
c. As accommodated party shall pay the necessary and required services
fees to facilitate the transactions with the bank/s as to the acquisition of
unit/s through bank financing and other facilities for funding and/or
lending amounting to not less than to the payment schedules under
payment schedules attached hereto as ANNEX “B” subject to Activation
Fees when the unit shall starts to run.
d. As legitimate partner of YDOT, it accedes in the management,
coordination and consultation with Yellowdot Management and Support
Team together with allied professionals in the EXCLUSIVE implementation
of the program and conformity with Yellowdot Fleet Management
Programs and protocols
e. Undertake to make the necessary and required reportorial summary and
updates in the implementation of the Public Utility Vehicle Modernization
Program (PUVMP) pending the completion and approval of the route
rationalization studies and/or Local Public Transport Route Planning
(LPTRP) with the FIRST PARTY.
f. Conduct information dissemination and marketing coordination and
campaign of Yellowdot Transport business to its members on the
implementation of the fleet management programs and developments.

3. JOINT VENTURE CLAUSE and ACCOMMODATION

a. The Parties agreed to further their partnership or venture to share in the

net profits from the sale of consumable supplies, such as lubricant, tires
and other consumable materials, exacted by the FIRST PARTY for the units
of the SECOND PARTY. Generally the net sharing profits are as follows:

a.1. 80% to the FIRST PARTY

b.2. 20% to the SECOND PARTY

b. The Parties further agrees that for every FRANCHISE and/or ROUTES
granted to the SECOND PARTY allocation shall be:

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 b.1. 1/3 to the FIRST PARTY
b.2 2/3 to the SECOND PARTY

In the event that any of the parties fails or unable to complement the
allocation, the other party shall have the right to first refusal. In all other
cases the parties may mutually agree on the scheme to fulfil the allocation.

c. Any other such agreement on other ventures must be reduced in writing

with the prior consent of the parties.

4. TERMS OF AGREEMENT

Both the FIRST PARTY and the SECOND PARTY agrees that the agreement shall
remain effective and valid for a minimum of SEVEN (7) YEARS, renewable for another
SEVEN (7) YEARS or would extend so long as the PUV Modernization program and business
remain viable and strive to make the business sustainable by collaborating with all
stakeholders – like operators, drivers, conductors and the officers of the SECOND PARTY,
Board and employees. Decision to terminate shall ensure proper compensations are
released and obligations are properly liquidated as required by law subject to the RIGHT OF
RETENTION;

5. PROMOTIONS AND ADVERTISEMENT.

The PARTIES may advertise and promote the Fleet Management program as it
Deems appropriate provided that both parties prior approval of the description of the
services to be stated as being provided by both parties in marketing and Advertising.
Commercial and other advertisements shall be exclusively under The FIRST PARTY control
and supervision.

6 PROHIBITION.

It is agreed by the PARTIES that properties under each control shall be used
Exclusively by the PARTIES as provided under item no.1 and those which are Incidental or
necessarily be included or be inferred therefrom.

7. PRE-TERMINATION.

The PARTIES remain responsible for and shall pay and receive the Monthly Services
fees and dues for at least Seven (7) years. In case a PARTY pre- terminates or rescinds the
Agreement except if the pre-termination is based on a valid and just cause as when a party
has violated or breach the terms and conditions of this agreement and/or fails to comply
with his representations and warranties thereby making the such party at fault. In such a
case, PARTY AT FAULT, shall reimburse and return all properties of the PREVAILING PARTY
giving the latter the right to recover for its damage and/or injury including those of THIRD
PERSONS.

The PARTIES shall notify each other by giving a written notice at least Sixty
(60)Calendar days prior to the intended pre- termination date.

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 8. TERMINATION. This AGREEMENT may be terminated in any of the following
case:
a. For serious violation of any of the terms and conditions of the
AGREEMENT.
b. For abandonment of the PROPERTY- the PROPERTY is considered
abandoned when it is not being used for one (1) month without notice.
c. Use of the PROPERTY for purposes other than set forth in this
AGREEMENT.

9. LITIGATION/ VENUE OF SUITS. In the event of litigation, parties shall agree

to first exhaust the matter thru Arbitration in the venue agreed by the parities.
Venue of action/s shall be in the court of Marikina City or Bacolod City.

10. RETURN OF THE PROPERTY. The PARTIES acknowledge the TRANSFER,

ASSIGNMENT AND RECEIPT of possession of the PROPERTY/PROPERTIES in good and
satisfactory condition on purposes for which the same is intended, and agree that upon
earlier termination thereof to mutually quietly and peacefully surrender in the same
satisfactory condition without need of demand.

12. WAIVER. The failure of the PARTIES to insist upon the strict performance of
any of the terms, covenants and conditions hereof shall not be deemed a relinquishment of
any right or remedy that said PARTY may have nor shall it be construed as waiver of
remedies on the part of the PARTY. The SECOND PARTT hereby expressly agrees and
authorizes the FIRST PARTY to issue reasonable RULES AND REGULATIONS, provided that
the same consistent with the provisions of this AGREEMENT and subject to the approval of
the FIRST PARTY to ensure peace and order in the use of the PROPERTIES, provided
further, that the same will not hamper the operations of PARTIES business and such rules
and regulations are hereby Incorporated in and made as an integral part of this
AGREEMENT.

13. COVERAGE. The Contract is binding upon the heirs, executors,

administrators and assigns of the parties herein subject to the requirements of Item 1 of
this Agreement.

14. NOTICES. The parties hereby agree that all notices/ letters intended for each
other shall be addressed at their respective given addresses stated above unless written
notice of a change address is given. In case of change address of SECOND PARTY without
notice to the FIRST PARTY , all such notices/ letters shall be sent by the FIRST PARTY , to
SECOND PARTY address as stated above shall be considered. As completed service of
notice and delivery.

IN WITNESS WHEREOF, the parties shall have hereunto affixed their signatures below with
the date and place of execution first written above.

FOR SECOND PARTY FOR FIRST PARTY

MARCELO L. OCHIA JERRY C. CASTILLO

CHAIRPERSON PRESIDENT & CHARMAN
UNITED NEGROS TRANSPORT YELLOWDOT TRANSPORT TERMINAL

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 INC

SIGNED IN THE PRESENCE AND CONFORMITY OF:

FOR SECOND PARTY BOARD OF DIRECTORS

RIZALINA ALON CLETO HARO

Director Director

GERALDYN HEDRIANA ELIGIO ASTURIAS

Director Director

REINZI AJI E. SOLIGUEN II JERALD AMANTE

Director Director

RAMIL CUELO EDUARDO DE ASIS

Director Director

SIGNED IN THE PRESENCE

RAMIL CUELO EDUARDO DE ASIS

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF MARIKINA CITY ) S.S.

BEFORE ME, a Notary Public and in MARIKINA CITY, this ____________ day of ______________,
2019 personally appeared the following:

Name Valid ID Validity/ Place Issued

MARCELO OCHIA
JERRY CASTILLO

Known to me to be the same persons who executed the foregoing instrument Agreement
and they acknowledge that the same is their free and voluntary act and deed.

The foregoing documents consisting of Six (6) pages including this page whereon the
acknowledgement clause is written.

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

NOTARY PUBLIC

Doc. No. _____

Page No. ____
Book No. ____

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Series of 2019.

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