CONSTRUCTION CONTRACT AGREEMENT

This Construction Contract (“Contract”) is entered into October 15, 2019 (“Effective Date”), by and between:
John Philip I. Ibesate, with an address of 175 Luzon St. Pitogo, Makati City (“Contractor”)
-and-
Spouses Jose L. Llose & Albina S. Llose
Represented by Mr. Noel L. Cabagis, with an address of 9640 Kalayaan Ave. Makati City, (“Customer”),
collectively the “Parties.”

1.  Construction Services. Customer wishes to obtain the Contractor’s services to perform the following
work. Detailed plans and specifications to be attached to this Contract.
Design and Construction of 3-Storey Apartment (“Services”)
The Services are to be performed at the following address:
9640 Kalayaan Ave. Makati City (“Property”)
Contractor agrees to furnish the labor, materials, and supplies necessary to perform the Services in
accordance with the terms and conditions contained in this Contract. Upon completion of the Services,
Contractor will remove all materials, supplies, and other debris.

2.  Changes in the Services. Customer may request reasonable changes to the Services described in
Section 1. Any changes to the Services must be in writing and signed by both Contractor and Customer.
Customer agrees that any changes to the Services may result in additional charges and extend the
Construction Schedule described in Section 3.

3.  Construction Schedule. Contractor will complete the Services in accordance with the following schedule.
Customer agrees that all dates are subject to change if Customer requests any changes or additions to the
Services. Completion date is further subject to weather conditions.
Start Date:                                                             November 25, 2019
Substantial (50%) Completion Date: May 5, 2020
Full Completion Date:  December 8, 2020
                                                      
4.  Payment Schedule. Customer agrees to pay Contractor the Total Payment specified below for the
Services in accordance with the following schedule:
Upon execution of the Contract:                        PHP 5,000,000.00
Upon completion of 60% of the Services: PHP 2,000,000.00                 
Upon completion of 80% of the Services:   PHP 2,000,000.00                 
Upon completion of all Services:                         PHP 1,120,000.00                 
TOTAL AMOUNT DUE:                                        PHP 10,120,000.00
Contractor agrees to provide Customer a breakdown of all costs (i.e., materials and labor) upon Customer’s
request.

5.  Representations. 
Contractor Representations. Contractor will perform the Services in a workmanlike manner, in compliance
with all applicable laws, regulations, codes, restrictive covenants, and homeowners’ association
requirements.
Customer Representations. Customer is the legal owner of the Property, or otherwise has authority to
permit construction upon the Property. The requested Services are in accordance with all applicable laws,
regulations, codes, restrictive covenants, and homeowners’ association requirements. Customer has the
financial ability to pay Contractor for the Services.

6.  Obligations.
Contractor Obligations. Contractor will obtain, at its own cost, all necessary permits and approvals to
perform the Services. Contractor agrees to provide Customer lien waivers, lien releases, and/or
acknowledgement of full payment upon receipt of each payment laid out in the Payment Schedule in
Section 4 above. Contractor will take all reasonable safety precautions in performing the Services.
Contractor will comply with all applicable laws, ordinances, rules, regulations, and orders of public
authorities for the safety of persons and property.
Customer Obligations. Customer will provide Contractor, its employees, agents, and subcontractors,
reasonable access to the Property for the purpose of performing the Services. Customer agrees to keep
the Property clear of all known and potential hazards. Customer further agrees to keep all pets out of the
work area of the Property.

7.  Insurance. Contractor warrants it is adequately insured for injury to its employees and any others
incurring loss or injury as a result of the acts of Contractor or its employees and subcontractors.

8.  Subcontractors. Contractor may engage subcontractors to perform work at its discretion, provided that
Contractor shall fully pay any subcontractor and in all instances remain responsible for the proper
completion of this Contract.

9. Events Beyond Contractor’s Control. Customer agrees that if the Contractor is unable to complete the
Services by the Completion Date because of reasons that were not caused by the Contractor (i.e.,
availability of necessary supplies, materials, etc.) or because of events beyond the Contractor’s control
(such as labor issues, fire, flood, acts of God, vandalism, etc.), Contractor will not be deemed to have
breached this Contract and the time for Contractor to complete the Services will be extended by the amount
of time reasonably necessary for Contractor to complete the Services and at a schedule agreeable to the
Parties. The time for Customer to pay Contractor for the Services will be extended in the same manner.

10. Liability Waiver. If Contractor, any of it’s employees, contractors, agents, or the like are injured in the
course of performing the Services, Customer is exempt from liability for those injuries to the fullest extent
allowed by law.

11. Termination. Customer can terminate the Contract by giving written notice: (a) if Contractor commits
any material breach of this Contract and fails to correct the breach within 10 days of notice of the breach; or
(b) if there is any repeated failure by Contractor to provide the Services of an acceptable standard and to
the reasonable satisfaction of Customer. 
Contractor can terminate the Contract by giving written notice: (a) if Customer fails to make the payments
required and set forth in Section 4 within 5 days of notice of failure to make a payment; or (b) if Customer
commits any other material, non-financial breach and fails to correct the breach within 10 days of notice of
the breach.

12. Entire Agreement. This document reflects the entire agreement between the Parties and reflects a
complete understanding of the Parties with respect to the subject matter. This Contract supersedes all prior
written and oral representations. The Contract may not be amended, altered or supplemented except in
writing signed by both Contractor and Customer.
13. Dispute Resolution and Legal Fees. In the event of a dispute arising out of this Contract that cannot be
resolved by mutual agreement, the Parties agree to engage in mediation. If the matter cannot be resolved
through mediation, and legal action ensues, the successful party will be entitled to its legal fees, including,
but not limited to its attorneys’ fees.

14. Legal and Binding Contract. This Contract is legal and binding between the Parties as stated above.
This Contract may be entered into and is legal and binding both in the United States and throughout
Europe. The Parties each represent that they have the authority to enter into this Contract.

15. Severability. If any provision of this Contract shall be held to be invalid or unenforceable for any reason,
the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of
this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16. Waiver. The failure of either party to enforce any provision of this Contract shall not be construed as a
waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every
provision of this Contract.

17. Applicable Law. This Contract shall be governed and construed in accordance with the laws of the state
where the Property is located, without giving effect to any conflicts of laws provisions. 
BY SIGNING BELOW, CUSTOMER ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS
CONTRACT AND THAT CUSTOMER IS SATISFIED WITH THE TERMS AND CONDITIONS CONTAINED
IN THIS CONTRACT. CUSTOMER SHOULD NOT SIGN THIS CONTRACT IF THERE ARE ANY BLANK
SPACES. CUSTOMER IS ENTITLED TO A COPY OF THIS CONTRACT.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as
follows:

“CONTRACTOR”
Signed: ________________________________
By: John Philip I. Ibesate
Date: __________________________________

“CUSTOMER”
Signed: ________________________________
By: Jose L. Llose
Date: __________________________________

“CUSTOMER”
Signed: ________________________________
By: Albina S. Llose
Date: __________________________________

“CUSTOMER”
Signed: ________________________________
By: Noel L. Cabangis
Date: __________________________________