TRIPARTITE MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENT:

This Tripartite Memorandum of Agreement is made and entered into among and
between the following Parties:

DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES

(DENR), a national government agency with office address at Capitol
Compound, Bayombong, Nueva Vizcaya, duly represented by its
Provincial Environment and Natural Resources Officer, EDGAR T.
MARTIN, hereinafter referred to as the “DENR”;

FCF MINERALS CORPORATION, a corporation duly organized and

existing under the laws of the Philippines with office address at 22 Floor,
nd

Salcedo Towers, 169 H.V. Dela Costa Street, Salcedo Village, Makati City,
Metro Manila, Philippines and with Project Site address at Barangay
Runruno, Quezon, Nueva Vizcaya, duly r e p r e s e n t e d by its General
Manager Services, IAN M. MOLLER, hereinafter referred to as
“COMPANY”;

-and-

SPOUSES CESAR DELA PEÑA and MANUELITA PACIS DELA

PEÑA, both of legal ages, Filipino Citizens with address at Barangay
Rosario, Diadi, Nueva Vizcaya, hereinafter referred to as the
“PARTNER”.

DENR, COMPANY and PARTNER are collectively referred as PARTIES:

WITNESSETH THAT:

WHEREAS, the President of the Republic of the Philippines has enjoined the
people’s participation in the National Greening Program to help mitigate the global
issues of climate change, conserve water supply, food security, biodiversity conservation
and alleviate poverty;

WHEREAS, the Department of Environment and Natural Resources (DENR) is

the primary agency to collaborate and harmonize the greening effort of all sectors and
every citizen of the society to ensure the sustainability of our country’s natural resources,
environmental protection and enhancement of economic growth;

WHEREAS, the FCF Minerals Corporation has signified its intent to the DENR to
take part in the National Greening Program, specifically to provide financial assistance
to NGP projects and to form part of its compliance in the condition of the tree cutting
permit issued by the DENR to replace each tree cut within the mining area;

WHEREAS, Spouses Cesar Dela Peña and Manuelita Pacis Dela Peña signified its
interest to participate in the National Greening Program of the government;

Page 1 of 4
 WHEREAS, all parties recognize the importance of collaboration and partnership
in order to achieve the objectives of the NGP and have agreed to work together to
implement this agreement;

NOW THEREFORE, for and in consideration of the foregoing covenant

hereinafter set forth, the parties hereto have mutually agreed to carry-out the following
responsibilities:

I: OBLIGATIONS and RESPONSIBILITIES OF THE PARTIES

1. The DENR shall:

a. Conduct survey, mapping and planning and prepare GIS-generated maps

of the area which shall form as integral part of this Agreement.
b. Ensure compliance of the two (2) parties to the terms and conditions of the
agreement.
c. Provide technical assistance to the NGP implementer/partner in the
implementation of the project.
d. Conduct photo documentation (before, during and after planting) geo
tagging of the established plantations.
e. Conduct joint monthly monitoring and product evaluation with the
“COMPANY” and the “PARTNER” with reports consolidated annually for
a period of three (3) years.
f. Consider and recognize the participation of “COMPANY” in this
undertaking as part of its compliance in the requirements under its Tree
Cutting Permits issued by the DENR on May 4, 2016 and August 7, 2017 to
replace each tree cut in the permit areas with the ratio of one (1) tree is to 100
seedlings for integration in the National Greening Program of the
government.
g. Lead the Project Monitoring and Evaluation on the accomplishment of the
NGP partner in accordance with the approved Tripartite Memorandum of
Agreement and Work and Financial Plan.

2. The “COMPANY” shall:

a. Prepare Work and Financial Plan in collaboration with the “PARTNER”

concerned and duly noted by the PENRO to form part of this Agreement.
b. Provide the “PARTNER” the plantable seedlings required in the
establishment of the 100 hectares plantation including the 10% mortality
allowance.
c. Provide Financial Assistance in the plantation establishment including its
three (3) years maintenance and protection as reflected in the attached
Approved Work and Financial which form as integral part of this
agreement.
d. Prepare the design of the planting activity in the plantation establishment
in collaboration of the “DENR” and provide the seedling requirements
needed in the re-planting activity for the 2nd and 3rd year maintenance.
e. Establish a Project Monitoring and Evaluation Team which comprises of
representative from the “DENR”, the “COMPANY” and the “PARTNER”
for the purpose of a regular assessment on the status of the project.
f. Assign representatives to join in the Project Monitoring and Evaluation on
the accomplishment of the NGP Partner.

Page 2 of 4
 3. The “PARTNER” shall:

a. Establish plantation covering an area of SEVENTY (70) hectares of forest and

fruit bearing tree species located at Barangay Rosario, Diadi, Nueva Vizcaya.
b. Maintain and protect the established plantation and ensure at least 85%
survival with an average height of 2 meters within 3 years.
c. Submit report to the “DENR” and the “COMPANY” the status of the
implementation of the project as may be required.
d. Participate in the joint monitoring with the “DENR” and the “COMPANY”
in the regular conduct of project evaluation.

II: AMENDMENT/REVISION

This Agreement may be revised, amended or modified by the “DENR”, the

“COMPANY” and the “PARTNER” only through a written document/instrument duly
executed and signed by all the parties but not later than the end of the validity of this
agreement.

III: PENAL PROVISION

This Agreement may be terminated only in cases of material breach or default by

any of the parties of their obligations under this agreement. Provided, that as at the date
of termination for any cause, all seedlings delivered by the “COMPANY” under this
agreement is credited against any commitment it has in relation to its Tree Cutting
Permit. Provided further, that if the termination is due to the breach or default of the
“PARTNER”; the later shall refund to the “COMPANY” the amount of Financial
Assistance already received.

IV: EFFECTIVITY

This Agreement shall take effect upon signing hereof by all the parties and shall
remain in full force and effect until the completion of the project unless terminated earlier.

In Witness Whereof, the parties herein have hereunto signed this Agreement on
this _____ day of __________ 2019 in ___________________.

DEPARTMENT OF ENVIRONMENT FCF MINERALS CORPORATION

AND NATURAL RESOURCES

Represented by: Represented by:

EDGAR T. MARTIN IAN M. MOLLER

PENR Officer General Manager Services

Page 3 of 4
SPOUSES:

CESAR DELA PEÑA

Partner

MANUELITA P. DELA PEÑA

Partner

Signed in the presence of:

_________________________________ ____________________________________

_________________________________ ____________________________________

Republic of the Philippines }

Province of Nueva Vizcaya } s.s.

ACKNOWLEDGEMENT
BEFORE ME, a Notary Public for and in the Province of Nueva Vizcaya this
_______day of ______________ 2019, personally appeared:

Name Competent Evidence of Identity

1. EDGAR T. MARTIN _____________________________

2. IAN M. MOLLER _____________________________
3. CESAR DELA PEÑA _____________________________
4. MANUELITA P. DELA PEÑA _____________________________

all known to me and to me known to be the same persons who executed the foregoing
instrument and that they acknowledged to me that the same is their free act or voluntary
deed.
This instrument refers to the TRIPARTITE MEMORANDUM OF AGREEMENT
consisting of four (4) pages including this page where the acknowledgement is written,
has been on the left margin of each and every page hereof by the concerned parties and
their witnesses, and sealed with my Notarial SEAL.

WITNESS MY HAND SEAL.

Doc. No.: ______;

Book No.: ______;
Page No.: ______;
Series of 2019

Page 4 of 4