* OFFICE OF THE CORPORATE SECRETARY SOMO eee ke “aon (6247) 252-4172-74/4950 Facsimile (6547) 252-4170 Certification No. 07-221 Series of 2007 MEMORANDUM Subject 3 MECHANICS AND PROCEDURE MASTER REGISTRY OF CERTIFICATE OF OWNERSHIP OF LEASEHOLD RIGHTS This certifies that: The records of the Office of the Corporate Secretary show that during the Sixtieth (60") Meeting of the Board of Directors of the Subic Bay Metropolitan Authority held last 13 April 2007 wherein there was a quorum to validly transact business, the following resolution was approved: lesolution No. 07-04-147: ‘Resolve, as it is hereby resolved, that upon recommendation of Management and without prejudice to COA Regulations and pertinent laws on the matter, the Board hereby approves the Mechanics and Procedure Master Registry of Certificate of Ownership of Leasehold Rights (Commercial, Industrial and Residential), except the provision stated in the last paragraph of page 3 as follows: “Those lessees/assignees/sublessees occupying an area larger than that stated in the original lease agreement or lease development agreement and its amendment shall be required to pay for the excess area based on the rated stated thereon, if they decide to retain their occupied area. Otherwise, they shall be required to fix the proper boundaries as stated in the original lease agreement or lease development agreement and its amendments or as delineated under the pertinent laws. Payment for the Previous occupation of the excess area may be subject to negotiation. With respect to those occupying a smaller area, the boundaries and rental fees shall be accordingly fixed by the LADD.” Management's Memorandum, as corrected above, dated April 11, 2007 is attached herein by way of reference.” Issued this 3° day of May 2007. AUBENO. FRUTO J Corporate SecretaryOQ sbhma + MEM FOR FROM OFFICE OF THE DEPUTY ADMINISTRATOR FOR LEGAL AFFAIRS Room 206-207, Bldg 255, Barryman Road, Subic Bay Freeport Zone, Philippines 2222, “Telephone Nos. (6347) 252-4886/57 Telefax No, (347) 252.4352 ORANDUM Atty. RUBEN PRUTOD 14 Office of the Corporate Secretary HERMENEGILDO J. ATIENZA, Senior Deputy Administrator for Business Development ' Chairman, Titling Committee : ATTY. CARLOS R. CRUZ tlt /' oF ‘ Deputy Administrator for Legal Affair Vice-Chairman, Titling Committee DATE 11 APRIL 2007 As directed by the Hon. Administrator, the titling committee will be Presenting the mechanics and procedure on the Master Registry of Certificate of Ownership of Leasehold Rights on Friday, 13 April 2007, during agenda. the board meeting. Accordingly, kindly include the same in the Copies of the memorandum and materials for presentation shall be submitted to your good office on 12 April 2007 at 2:00 o'clock in the afternoon. ae Seragiar\ EA ROPOUTS KE SN Ne 3/@evanrNd RECs) aS MED Thi BS ‘Cas ob gwy 4. Corrected MEMORANDUM TO THE BOARD OF DIRECTORS 4 THRU ; COMM. FELICIANO G. SALONGA Chairman and Head of Agency ARMAND C. ARREZA Administrator and CEO FROM: HERMENEGILDO J. ATIENZA Ill! i Senior Deputy Administrator for Business Development * Chairman, Titling Committee CARLITOS R. CRUZ Deputy Administrator for Legal Affairs Vice-Chairman, Titling Committee RE = MECHANICS AND PROCEDURE REGISTRY OF CERTIFICATE OF OWNERSHIP OF LEASEHOLD RIGHTS DATE : 10 April 2007 Pursuant to your ‘directive to create a Registry of Certificate of Ownership of Leasehold Rights for our commercial, industrial and. residential lessees, the Titling Committee is submitting herewith for your consideration the mechanics and procedure. Thus: a MECHANICS AND PROCEDURE » - REGISTRY OF CERTIFICATE OF OWNERSHIP OF LEASEHOLD RIGHTS - [Commercial, Industrial and Residential] COVERAGE ‘ All commercial, industrial and residential lessees with duly. approved Lease Agreement or Lease Development Agreement will be required to register their leasehold rights in-the Registry of Certificate of Ownership of Leasehold Rights with the Land and Asset Development Department (LADD), located at Bldg. 158, Quezon St., Subic Bay Freeport Zone.+ The issuance of certificates of ownership of leasehold rights shall cover only long term jeases of above five (5) years. For short term leases, it shall only be annotated at the back of the mother Certificate of Ownership of Leasehold Rights. 4 Upon registration of their leasehold rights, sublessees, assignees and condominium lessees acknowledged by SBMA shall also be covered by the registry and shall enjoy all the benefits accruing to the lessees. o~7 RATIONALE 4 The primary purpose of this Registry is to enhance the value of the leasees’ leasehold rights and protect the integrity of the said rights in conformity with the original terms and conditions of the Lease Agreement or Lease Development Agreement. FEES ~ A schedule of reasonable service and ‘registration fees Shall be designed and imposed by the SBMA on lessees, ack'iowledged assignees/sublessees and creditors of the lessees, assignees and sublessees. > Initially, a registration foe of % of 1% of the total value of the lease agreement, | lease development agreement, assignment of leasehold rights or sublease - agreement ae sought to be registered may be imposed... - > The amount of One Hundred Pesos (P100.00)-may be imposed for every registration ofthe folowing documents: + Special Power of Attomey * Board Resolution + Sectatary Certificate * Any other pertinent document requied, i: Incorporation, etc. - , Articles of > The schedule of fees imposed by the Register of Deeds on the registration of the abovementioned transactions are drastically reduced so as not to unduly burden the locators. 1SURVEY ‘ Survey of the leased area is 4 condition precedent for the issuance of the certificate of ownership of leasehold rights. > The first phase shall cover commercial and industrial areas. The 2001 master plan shall be used as a guide. : + For commercial and industrial leased areas, the lessee shall be required to conduct the survey, ‘subject’ to ° verification by the’ in-house surveyor: Accordingly, geodetic surveyors shall be needed =~ = The survey should be conducted by any: SBMA accredited surveyor. > The second phase shall cover the residential/housing areas, and the survey of the lots shall be undertaken by the LADD which function may be job-out and open for public bidding. The lessee shall be proportionately charged for the survey costs. ' > The LADD, through Capt. Dante Romano; proposed an estimated budget of at least five ‘million pes: (P5,000,000.00) for the aforesaid survey. : > Those lessees/assignees/sublessees occupying an afea larger than that stated in the original lease agreement or lease development agreement and its amardments shall be required to pay for the excess area based on the rate’stated thereon, if they decide to retain their occupied area. Otherwise, they shall be required to -fix the proper boundaries, as stated in the original lease agreement or lease development agreement and its amendments or as delineated under the pertinent laws. Payment for the previous occupation of the excess area may be, subject to Negotiation. With respect to those occupying a smaller area, the boundaries and rental feos shall be accordingly fixed by the LADD.CONTENTS OF THE CERTIFICATE OF OWNERSHIP OF LEASEHOLD RIGHTS +» A Master Deed of Restrictions containing the stipulations as stated in the Lease Agreement or Lease Development Agreement shall be established by the SBMA. > The Master Deed of Restrictions approved by the Board shall form part of the Certificate of Ownership of Leasehold Rights. ” & The Certificate of ‘(Ownership of Leasehold Rights shall bear the technical description of the leased area. The Certificate of Ownership of Leasehold Rights shall also bear the term of its validity, in accordance with the terms of.the-lease agreement or lease development agreement. AUTHORITY OF LADD AND LEGAL EFFECTS OF REGISTRATION | All voluntary and involuntary transactions involving the leased property shall be properly and promptly recorded, inscribed and annotated at the back of the certificate of leasehold rights. tt shall be called “Memorandum of Encumbrances/Liens” and shall bind the lessees, assignees/sublessees and any third (3) persons/institutions dealing with the Lease Agreement or Lease Development Agreement. > Only transactions duly registered and annotated in the memorandum of encumbrances/liens shall be recognized by SBMA. > For proper monitoring, a yearly inspection of al leased areas shall be conducted by LADD. + Following the law on registration, rights from the registered lease agreement or lease development agreement shall accruelatfective only as against third (3°) persons from the date of registration. OPERATING DEPARTMENT AND ITS PRIMARY RESPONSIBILITIES The operating department of this Registry and .custodian’ of the Certificates of Ownership of Leasehold Rights shall be the LADD,under the Office of the Senior Deputy Administrator-for- Business Development. + Itshall also be responsible for the desigh, title, format and contents of the Certificate of Ownership of Leasehold Rights. > To prevent the proliferation of spurious certificates of leasehold rights, it shall be printed with the necessary water marks and other distinctive markings. v The printing shall, preferably, be coursed through the National Printing Office (NPO). Otherwise, it shall be subjected to a public bidding, if the Ortho-Geographic Information Systems Center does not have the capacity to print highly distinctive and secured certificates. i i + it shall keep a registry of Certificate of Ownership of Leasehold Rights in a systematic and orderly manner. * The LADD shall be the sole authority in the validation of the authenticity, genuineness and _— legality of, ~- the | documents/transactions presented for registration. : > Accordingly, a fitle/document examiner position, preferably, to be filled up by a lawyer who has an extensive experience in the pertinent aspects of legal documentation. ASSISTANCE FROM OTHER DEPARTMENTS 7 . % Tho LADD can avail ofthe assistance of the lawyers and statt of the Legal Department. + Similarly, it can also call on the assistance of the other department, i.e., Business Group, Locator, Registration & Licensing, Investment Processing, Ecology, Planning Management Office, .. Law Enforcement Department, etc. FAVORABLE ENDORSEMENT OF THE REGISTRY The Office of the Government Corporate Counsel (OGCC) has rendered a favorable opinion on the issuance by the SBMA of a Certificate of Ownership of Leasehold Rights. Similarly, it has acknowledged that it will enhance the marketability of the lease as well as protect the integrity of the lease contracts. 's aeINITIAL BUDGET The Titling Committee recommends an initial budget of Three Hundred Fifty Thousand Pesos (P350,000.00) ‘or. administrative expenses, purchase of computers, vault, printing of cettificates of leasehold rights and other germane and miscellaneous expenses, exclusive of the proposed budget for the survey of residentiaVhousing areas. ae APPEAL : ., ® Appeal on any decision involving leasehold registration shall be made to the SBMA Administrator and is a condition precedent before availment of other remedies consistent with the principle of exhaustion of remedies as mandated by the Revised Admiristrative Code of the Philippines and pertinent rulings of the Supreme Court. AMENDMENT ~ The foregoing mechanics and procedure may be amended upon | fecommendation of the Administrator and as approved by the Head of the Agency. FORMULATION OF THE IMPLEMENTING RULES AND REGULATIONS: a) ¢ Affer the approval of the foregoing mechanics and procediré by the Board, the Titling Committee shall formulate’ the necessary 7 Implementing rules and regulations for its ordetty and srtooth implementation. ie RECOMMENDATION Board approval of the foregoing | procedure’ is- hereby recommended * :COPY FURNISHED: eae GEN. JOSE CALIMLIM Senior Deputy Administrator for Operations ATTY. RAMON O. AGREGADO Senior Deputy Administrator for Support Services ATTY. FERDINAND L. HERNANDEZ Deputy Administrator for Administration ATTY. MA. CRISTINA P. _ FERNANDEZ-AMILLAN Deputy Administrator for Finance " CAPT. DANTE ROMANO Head, SBMA-LADD ‘ e-—Leonor-mechanics-12/04/07