CONSTRUCTION AGREEMENT

FOR SUPPLY AND INSTALLATION OF GENERATOR SET PACKAGE

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed in the City of , Metro Manila, Philippines
th
this day of 2018 by and between;

PPC ONE ESTATE CORPORATION, a corporation duly organized and

Existing under laws of the Republic of the Philippines with principal office address at 4th
Floor, PPC Tradenology Center, 1008 Quezon Avenue, Paligsahan D4, Quezon City,
represented by its Chief Compliance Officer, MS. KRISTINE S. CO hereinafter referred
to as the “OWNER”,

-and-

INTERNATIONAL ELEVATOR & EQUIPMENT, INC., a corporation duly

organized and existing under and by virtue of the laws of the Philippines and Registered
with the Securities and Exchange Commission, with office address at Km. 23 West
Service Road, South Superhighway, Cupang, Muntinlupa City, represented by its Vice
President, MR. MELECIO B. VICENCIO, hereinafter referred to as the
“CONTRACTOR”.

WITNESSETH That:
WHEREAS the OWNER proposes and desires to construct the 26 STOREY OFFICE
BUILDING WITH PENTHOUSE to be located in Quezon Ave., Cor. Sct. Reyes St. Quezon
City consisting of 1,600.40 square meter more or less, hereinafter referred to as the
“PROJECT”.
WHEREAS, the CONTRACTOR has represented and warranted that it is a duly licensed
contractor, and therefore has the technical, financial/ substantial capital, structural and legal
capabilities and competency to undertake the design and construction works for the PROJECT
and agreed to maintain the same for a period of five (5) years free of charge.
WHEREAS, on the basis of aforementioned representation and warranty by the
CONTRACTOR, the OWNER has accepted the offer of the CONTRACTOR to undertake the
Works under the terms and conditions herein forth;
NOW, THEREFORE, for and in consideration of the above premises and the covenants
hereinafter stipulated, the parties hereto agree as follows:
ARTICLE I
SCOPE OF WORK
1.1 The CONTRACTOR shall undertake the Project and perform the works based on the
CONTRACTOR’s signed cost breakdown dated February 20, 2018 at the agreed price
and within the contract period herein stipulated and in accordance with Plans,
Specification, Features and other related documents listed herein.

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1.2 Except for the excluded items enumerated below, the CONTRACTOR shall furnish and
supply, for its own account, all necessary materials, labor, tools, supplies, equipment,
plant, scaffoldings, technical supervision and expertise and other facilities as may be
needed and accordingly perform everything necessary for the satisfactory performance
and completion of the Project as may be required pursuant to the approved Scope of
Work as described herein.
1.3 EXCLUDED ITEMS
1.3.1 Power outlet for Battery Charger
1.3.2 Provision of Ventilating System for Machine room
1.3.3 Provision of Lighting and Power outlet on Machine room
1.3.4 Provision of Three Phase Power Supply
1.3.5 Provision of Fuel Storage Tank
1.3.6 Refill of Diesel on Fuel Day Tank & Base Tank after testing
1.3.7 Supply & Installation of Low Voltage Switchgear (ATS)
1.3.8 Civil works including Generator Set concrete pad

List of the items stated above will be provided by Monolith Construction and
Development Corporation (MCDC) and for their own accountability.

It is understood that any item required to complete the Project as mentioned in the plans
and specifications and other related contract documents, which are not included in the
above list of excluded items shall be covered by this agreement and shall be done and
performed and supplied by the CONTRACTOR at its own expense.

ARTICLE II
THE CONTRACT DOCUMENTS
2.1 The Contract Documents consist of this Agreement and the following documents attached
hereto will be provided by the CONTRACTOR and shall form part of this Agreement:

2.1.1 Approved/ Signed Technical Specs & Equipment Data of Genset by Jose Siao Ling
Associates provided by International Elevator & Equipment, Inc.
2.1.2 Approved/ Signed Shop Drawing by JSLA provided by IEEI
2.1.3 Approved Delivery & Installation Schedule
2.1.4 Approved Installation Methodology and Testing & Commissioning Methodology
2.1.5 Comprehensive Maintenance, Preventive Maintenance cost proposal and Spare
Parts list with cost (Reference Only)
2.1.6 Energy Operating Cost calculation (Reference Only)
2.1.7 Approved/ Signed Detailed Bill of Quantity
2.1.8 Signed Notice to Proceed issued by the OWNER
2.1.9 Minutes of Meeting; and
2.1.10 Master Construction Schedule

2.2 Any item or scope mentioned in either the Plans or Specifications that is not included
either therein shall be deemed included and covered by this Agreement.
2.3 The CONTRACTOR shall make no change or alteration in the Plans & Specification, or
other related documents without the prior written approval of the OWNER. A mere act of
tolerance by the OWNER shall not constitute or be construed as approval.
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 ARTICLE III
CONTRACT PRICE
3.1 The OWNER shall pay the CONTRACTOR for the full, faithful and complete
implementation of the project and performance of the works called under this Agreement,
in the amount of PESOS: FOUR MILLION THREE HUNDRED THOUSAND and
00/100 (Php 4,300,000.00), inclusive of VAT for the General Requirements, Mechanical,
Civil and Installation of Equipment works and the total cost for the imported equipment
and corresponding components in US DOLLARS shall be: THREE HUNDRED
FORTY THOUSAND and 00/100 ($ 340,000.00) ONLY.

3.2 The said contract price is fixed and shall not be subject to any escalation including
inflation and fluctuation in currency and regardless of increases in administrative cost,
labor or wages, materials, transport, and the like except due to work addition (approved
by the OWNER). All costs and expenses over and above the Contract Price except as
provided in Article VII hereof shall be for the account of the CONTRACTOR.

ARTICLE IV
COMMENCEMENT & COMPLETION OF WORKS
4.1 The CONTRACTOR shall commence Installation work on the Project from the date of
the receipt of imported equipment or after finalization, approval of shop drawing and
availability (full turn-over) without pending punchlist items of Generator Set Room at the
Project site. It shall finish and complete the construction of the Project within Sixty (60)
calendar days.
4.2 In case the CONTRACTOR encounters any justifiable cause or reason for delay
including force majeure, the CONTRACTOR shall IMMEDIATELY take necessary
action to complete the works on time as agreed and set forth in the contract without any
cost implications to the OWNER.
4.3 In case an unjustifiable delay incurred by the TCGI PROJECT MANAGERS or the
OWNER shall result in an extension of time, a request must be filed within seven (7)
days from the occurrence of the event and accepted by the TCGI PROJECT
MANAGERS. Extension of time will be granted when it is proven that such delay
directly affects the critical path timetable of the project provided that any such extension
of time will be without cost implication to the OWNER.
4.4 Unjustifiable delay due to the fault or negligence of CONTRACTOR resulting in
extension of time, the CONTRACTOR shall be liable for liquidated damages amounting
to 10% of 1% of the contract price for every day of delay.
4.5 The above provision notwithstanding, no extension of the contract period shall be granted
in the following instances; (a) ordinary unfavorable weather conditions of monsoon rains;
(b) non-availability of laborers, supervisors, equipment, tools or materials, including
power, water and other utilities, that are supposed to be furnished or supplied by the
CONTRACTOR; (c) labor problems between the CONTRACTOR and its employees,

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 worker and personnel; (d) court dispute/s between the CONTRACTOR and its
subcontractors and/ or supplier.

ARTICLE V
TERMS OF PAYMENT
5.1 As agreed with the Owner, no advance payment shall be paid to the CONTRACTOR.
The CONTRACTOR shall submit Performance Bond, CARI & Guarantee Repayment
Bond callable upon demand with recourse, issued by a reputable bonding company duly
accredited by the Owner. These Bonds shall be valid for THREE HUNDRED SIXTY
FIVE (365) calendar days for the local portion by the CONTRACTOR and shall be
extended proportionately thereafter upon expiration to until the satisfactory completion of
the Project by the CONTRACTOR.
5.2 Monthly Progress Payments: Progress billings shall be within sixty (60) days, which is
Fourteen (14) days with the TCGI PROJECT MANAGERS and the JSLA for the
Certificate of Payment processing and Thirty Nine (39) working days with the OWNER
for processing of payment, from receipt of the jointly evaluated progress billing by the
CONTRACTOR and TCGI PROJECT MANAGERS. Materials and equipment delivered
on site not completely installed or utilized shall not be included for payment. No payment
shall be released until the payment of penalty charges is made by the CONTRACTOR for
the infractions that it incurs (ie. tardiness and non-attendance in meetings). No offset shall
be made with respect to these penalty charges and the payment to be made by the
OWNER.
5.3 Retention Money: Progress payments are subject to retention by ten percent (10%).
Release of the ten percent (10%) retention money shall be made as follows:
5.3.1 The ten percent (10%) of the Retention Money collected shall be released and
paid upon one hundred percent (100%) completion of the project and absent any
slippage as certified by the TCGI PROJECT MANAGERS.
5.3.2 After completion and acceptance by the OWNER of the major Punchlist works,
the Retention Money in the possession of the OWNER shall be released and paid
by the OWNER, provided that the amount corresponding to the remaining minor
punchlist works will be determined and retained by the OWNER.
5.3.3 The release and payment of any of the retention money shall be conditioned
on the CONTRACTOR’s ability to meet the Project schedule set by the TCGI
PROJECT MANAGERS. Retention Money provided in the sub-paragraph 2
above shall only be released and paid by the OWNER upon submission by the
CONTRACTOR of the warranty as provided in Article IX hereof, Guarantee
Bond, Permit to Operate, Certificate of Acceptance, As-Built Plans, Operations
and Maintenance manuals and Material warranties.

5.4 In addition to the Retention Money, an amount representing the withholding tax shall be
based on the percentage of accomplishment will be deducted from the Progress Billing
filed by the CONTRACTOR.

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5.5 Final Payment: Final payment to the CONTRACTOR shall be subject to the issuance of
the Certificate of Final Inspection. The Certificate of Final Inspection shall be issued
upon satisfactory completion after 90 days from acceptance and testing by the OWNER
of all the Work items included in the Punch List jointly agreed upon by the OWNER and
the CONTRACTOR, in accordance with the Article X hereinafter.
The CONTRACTOR shall issue an affidavit that it accepts the final payments as full
payment and settlement of all its claims against the OWNER on account of Works done
and materials furnished under this Contract.

ARTICLE VI

PENALTIES & DAMAGES

6.1 Should the CONTRACTOR due to its own, or any of its employees, agents or
representative inefficiency, negligence, fault, and/or mis-coordination, fail to complete
the Project within the period herein stipulated or within the period of extension granted
by the OWNER, the CONTRACTOR agrees-
(a) To pay the OWNER by way of liquidated damages, the sum of one tenth (1/10) of one
percent (1%) of the stipulated Contract Price as penalty for each calendar day of delay
including Sundays and Holidays. Provided that the payment of penalty shall not in any
manner relieve the CONTRACTOR from its obligations and responsibilities under this
Agreement and
(b) The maximum liquidated damages claimable by the OWNER to charge penalty shall
not exceed ten percent (10%) of the total contract price.
6.2 It is further agreed and understood that the right of the OWNER to change penalties and
liquidated damages shall be without prejudice to its rights and remedies against the
CONTRACTOR provided elsewhere in this Contract or to which the OWNER may be
entitled in law or equity.
6.3 To give full force and effect to the foregoing, CONTRACTOR hereby, without the
necessity of any further act and deed, has authorized the OWNER to deduct any amount
that may be due under items (a) and (b) above, from any and all moneys or amounts due
or which will become due to the CONTRACTOR by virtue of this Agreement and/or to
collect such amounts from the Performance Bond filed by the CONTRACTOR in
accordance with this Agreement.
6.4 Upon the completion of the Project, the CONTRACTOR shall immediately thereafter
remove all surplus materials and rubbish from the premise, unless prevented by any
unavoidable cause or causes. In which case, The OWNER shall give the CONTRACTOR
a reasonable period of TEN (10) DAYS within which to remove said surplus, materials
and rubbish. The CONTRACTOR shall indemnify the OWNER for any damages, losses
and expenses incurred by the latter by reason of the failure of the CONTRACTOR to
remove such rubbish and materials in the liquidated amount of TEN THOUSAND
PESOS (Php 10,000.00) per day of failure to dispose of the said rubbish and similar
materials.

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 ARTICLE VII
CHANGE ORDER AND/OR ADDITIONAL/ DELETION OF WORK
7.1 The OWNER or JSLA may without invalidating this agreement or the Contract
Documents, order at any time in writing, additional work, changes or alterations by
marking any changes, altering or deducting from the work to be undertaken or being
undertaken by the CONTRACTOR. All such work shall be evidenced by Change Orders
signed by the OWNER and the CONTRACTOR. The aforesaid work shall be executed
under the conditions hereof and of the Contract Documents.
7.2 No claims for additions or deductions to the Contract Price herein stipulated for extra
work or alteration shall be valid unless there is a corresponding Change Order signed by
the OWNER and the CONTRACTOR. The value of any extra work or alteration shall be
separately agreed upon by the parties in writing and likewise subject to retention rate of
ten (10%) percent.
7.3 Unless otherwise separately agreed upon, the following procedure shall be considered in
the evaluation of additive and deductive cost.
For Additions : Should the CONTRACTOR be required to perform work over and
above the Scope of Work as described herein, the extra-payments shall be based
on the unit cost of materials and labor indicated in the approved quantity/cost
breakdown. If in case a new item not listed in the approved quantity/cost
breakdown is added, the extra-payment of material and labor shall be based on the
prevailing market unit cost.
For Deletions : Should the CONTRACTOR be ordered to delete work required by
the Contract Documents, The CONTRACTOR shall credit in favor of the
OWNER payments made based on the unit cost of materials and labor indicated
in the approved quantity/cost breakdown less (7%) seven percent.
7.4 In case a revision of work involves both additive and deductive work items, above
provisions shall apply to the net cost of addition and deductions. In this regard, net
quantities of additive/ deductive works shall first be determined prior to application of
above conditions.

ARTICLE VIII
CONTRACTOR’S RESPOSIBILITIES/ LIABILITIES
8.1 It is agreed and understood that no employer-employee relationship exist between the
OWNER and the CONTRACTOR and all laborers, workers, employees and staff of the
CONTRACTOR are and will not in any way be connected with the OWNER, and there
exists no employer-employee relationship between the OWNER and the said laborers
employees and staff of the CONTRACTOR.
8.2 The CONTRACTOR hereby agreed to shoulder and answer all claims of any nature,
whether for death, injuries or damages that may be suffered by CONTRACTOR’s
workers and/or by third parties, arising from or in connection with the performance of
work. The CONTRACTOR shall at all times stand solely liable and/or responsible for
compliance with all existing laws, rules and regulations, and the CONTRACTOR agrees
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 and binds itself to save and hold the OWNER harmless from any and all liabilities
including the cost of defending or settling any action claim or demand in respect thereto
arising therefrom. For this purpose, the CONTRACTOR binds itself to protect and
immune the OWNER from any suit or liability arising from the above claims.
8.3 The CONTRACTOR shall strictly follow the provision on safety, security and protection
of the environment stipulated in the Contract Documents and those provided under the
National Building Code and the Labor Code complying with the legal age requirement of
workers.
8.4 In case of any defect or defects in workmanship or CONTRACTOR-Supplied materials
which may become apparent in the course of the construction, the CONTRACTOR, upon
request of the OWNER, shall at CONTRACTOR’s own expense, tear down, and replace
such portion of the work done and/or materials installed which in the OWNER’s
reasonable opinion, are unsound or defective, or not in accordance with Plans and
Specifications and/or other related Contract Documents, without prejudice to the
provisions in sub paragraph “11.3” of this Article XI.

8.5 The CONTRACTOR does hereby warrant and guarantee that all the materials to be
supplied by it under this Agreement are new, first class, free from defects and shall fully
comply and be in accord in every respect with the Specifications and/or related Contract
Documents, approved samples and other requirements thereof. The CONTRACTOR shall
make no substitution for materials required to be furnished by it under this Agreement
unless written approval is first obtained from the OWNER.

8.6 Except for the Excluded items of work under Article I hereof, the CONTRACTOR shall
guarantee and shall maintain the stability of all works, equipment and materials furnished
under this Agreement, keep the same in good repair and condition for a period of Twenty
Four (24) months after issuance of final acceptance of the work by the OWNER. Defects
appearing during this period or any damages resulting from such defects shall be
immediately corrected without expense to the OWNER. If the CONTRACTOR fails to
commence to correct or repair the defects within Fifteen (15) days from receipt of written
notice thereof from the OWNER, the OWNER may have the work or repair done by
another CONTRACTOR at the expense of the original Contractor or alternatively apply
the Guarantee Bond referred to in Article IX hereof for the expenses resulting from such
work or repair. This warranty shall not be construed to limit the period of liability if the
contractor for damages as provided under civil code and other pertinent laws.

8.7 The CONTRACTOR shall at all times furnish and maintain an adequate and sufficient
supply of tools, materials, equipment and skilled and/or unskilled workmen at the jobsite
as necessary under the Plans and Specifications, and/or other Related Contract
Documents. The CONTRACTOR shall diligently supervise the construction until
completion and it shall have on full-time, a competent construction TCGI PROJECT
MANAGERS who shall act as Project-in-Charge. In addition the CONTRACTOR shall
also employ competent TCGI PROJECT MANAGERSs and foremen on full time duty to
supervise the workmen under this Agreement. The OWNER reserves the right to reject
reasonable causes any person or persons employed by the CONTRACTOR in the
construction works and the omission of the OWNER to exercise such right shall not in
any way relieve the CONTRACTOR from its responsibility to fulfill its undertakings.
The CONTRACTOR shall be responsible for the coordination of all nominated
subcontractors & OSM suppliers/installers to ensure the work schedule be me on site.
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8.8 The CONTRACTOR shall provide storage & delivery facilities for testing required for
the Project. Cost of testing works requirements shall be paid by the CONTRACTOR.
Testing shall be done by a testing laboratory acceptable to the OWNER.

8.9 The CONTRACTOR shall undertake the securing and payment of all the necessary
permits (Installation Permit and Permit to Operate), certificates and other government
fees requirements from pre-construction and post construction phases of the Project.

8.10 The CONTRACTOR shall hold the OWNER free and harmless against claim for losses,
damages or injuries or whatever kind of nature that may be filed or claimed against the
OWNER by any third person including damages and injuries that may cause to a third
party arising from a fortuitous events but due to the fault or contributory fault of the
Contractor, firm or entity arising out of, or in connection with construction acts
undertaken by the CONTRACTOR under this Agreement.

8.11 The CONTRACTOR shall settle claims by its suppliers for materials and compensation
for labor employed in the project. Contractor shall keep records of materials and labor
employed in project and to whom they are payable or paid. The owner may demand
examine or obtain copy of said records at any time upon reasonable notice.

8.12 The CONTRACTOR shall maintain the general cleanliness and sanitation of the site and
shall undertake clearing of the site and removal of excess construction materials/debris
during the entire contract period.

After final completion but before acceptance of the work and final settlement had been
made between the parties, the CONTRACTOR shall forthwith remove all surplus
materials, scaffoldings, apparatus, machinery, tools and equipment not part of the work
furnished or supplied it shall and remove all debris and leave the work free and clean all
obstructions and hindrances.

8.13 The CONTRACTOR shall shoulder all power and water consumption during the
installation period.

8.14 The CONTRACTOR shall take reasonable protection to prevent damages or losses to the
works, materials, equipment, tools, supplies and other facilities being used or which may
be used in the Project, whether in storage or off-site, under the care, custody and control
of the CONTRACTOR, as well as other property at the site of the Project. The
CONTRACTOR shall be responsible for initiating, providing, maintaining and
supervising all necessary safeguards, warning signs and safety precaution and programs
to ensure full and faithful compliance with the foregoing.

8.15 Materials deemed necessary to complete the works but not specifically mentioned in the
Plans & Specifications, and other Contract Documents, but necessary to complete the
Project shall be supplied and installed by the CONTRACTOR without extra cost to the
OWNER. Such materials shall be of the highest quality available.

8.16 The CONTRACTOR shall prepare and submit to the TCGI PROJECT MANAGERS and
OWNER schedule of deliveries, or construction schedule.

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8.17 All other items incidental to and or required for the completion of the Project shall also
be undertaken by the CONTRACTOR.

8.18 The CONTRACTOR shall supply and install 2 (Two) 2125KVA/1700KW, 400V, 3Ph,
60Hz and Diesel Fuel Base Tank (8 hours) with complete accessories.

8.19 The CONTRACTOR shall supply and install 1 (one) unit Fuel Day Tank (24 hours)
complete with sight glass, float switch & other accessories to complete the system.

8 .20 Supply and install of B.I. Pipe, critical muffler for Genset exhaust system properly sized
and installed according to the manufacturer's recommendation with complete accessories
such as elbow, flanges, wall thimble, flapper, DENR test report, hangers, supports and
gaskets based on approved materials & specifications.

8.21 Supply and installation of B.I. Pipe for Fuel / Refilling Line complete with the valves,
fittings, elbows, camlock, support & other related accessories from underground Fuel
Tank to second floor and from Fuel Day Tank to Genset Base Tank.

8.22 Supply and install of B.I. Pipe for Fuel Vent Line complete with fittings, support other
related accessories from Underground and Fuel Tank to Ground Floor.

8.23 Supply & Installation of Radiator Discharge ducting complete with canvass cloth,
support, braces & stiffener.

8.24 The CONTRACTOR shall provide skilled manpower for the Mechanical, Civil, Electrical
works specified on the agreed Bill of Quantity.

8.25 The CONTRACTOR shall conduct all required testing works specified in the agreed/
approved Installation and Testing & Commissioning Methodology. CONTRACTOR shall
provide Testing & Commissioning report for TCGI PROJECT MANAGERS &
OWNER’s comment and signature.

8.26 The CONTRACTOR shall provide/ supply Diesel fuel for Initial Testing (2 hours) and
Load Bank testing (5 hours) of the Generator Set.

8.27 The CONTRACTOR shall provide three (3) sets of Operation and Maintenance Manual,
Manual Diagram and conduct 1 (one) week seminar/training as part of hand-over. The
CONTRACTOR shall also provide three trainings, free of charge, with the same number
of hours as mentioned, after the implementation of the project.

8.28 The CONTRACTOR shall provide three (3) sets of approved signed & sealed As-built
drawing reviewed by JSLA and TCGI PROJECT MANAGERS including electronic file,
all of which with a CD copy and for the paper works – must be in their respective
bookbinds.

8.29. The CONTRACTOR shall ensure that all the installed equipment, instruments, apparatus
and devises necessary to their scope shall be labeled properly and a plan containing the
placement of these labeled items be furnished to the OWNER.

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Page 10 of 16
 ARTICLE IX

BONDS & INSURANCE (CARI, Performance & Surety Bond)

9.1 All Bonds must be in the form of a Surety Bond, callable on demand, and secured from a
Bonding Company acceptable to the OWNER. Coverage shall be a minimum of one (1)
year and to be extended until the completion of the Contract. Original copy of official
receipts corresponding to payments of the required premiums shall be submitted with the
original copy of bonds/insurance policy to the OWNER. The Performance Bond shall be
effective for the duration of the Construction Period specified herein, and shall be
accordingly be automatically extended to accommodate any approved contract time
extension until completion and turn-over of the contracted works.

9.1.1 PERFORMANCE BOND: In the amount equivalent to thirty percent (20%) of the
total Contract Price for the local portion only to ensure faithful performance of the
CONTRACTOR’s obligations under this Agreement. Extension shall be prorated
according to unaccomplished works at the time of renewal.

9.1.2 GUARANTEE BOND: In the amount equivalent to ten percent (10%) of the total
Contract Price for the local portion only to ensure the warranty against hidden defects in
the materials used and installed, or defective workmanship for a period of one (1) year
from date of completion & acceptance of work by the OWNER.

9.1.3 CONTRACTOR’S ALL RISK INSURANCE (CARI): In the amount equivalent

to one hundred percent (100%) of the total Contract Price to relieve the OWNER from
any and all liabilities and responsibilities for losses and/or damages to the Project,
person/s or property of the third party which may arise in the course of the operation by
the CONTRACTOR.

ARTICLE X

ACCEPTANCE OF THE WORK

10.1 The TCGI PROJECT MANAGERS shall issue the Certificate of Final Completion of the
Contract Work upon showing satisfactory completion and acceptance of the OWNER of
the work items included in the Punch List, Testing results witnessed and agreed by both
Parties and seminars/ training completion. On the basis of such Certificate, the OWNER
or its representative shall issue a Certificate of Acceptance to the CONTRACTOR within
fifteen (15) calendar days from the date issuance by the TCGI PROJECT MANAGERS
of the Certificate of Final Completion. The OWNER shall issue Certificate of Final
Acceptance after sixty (60) days testing acceptance, likewise, CONTRACTOR shall
submit a sworn statement executed by its President certifying all taxes due and all
obligations for materials and labor employed in the Project have been fully paid. The
OWNER may require the CONTRACTOR to present receipts, notarized quit claim and
any proof of payment if it deemed necessary.

ARTICLE XI

OWNER’S RIGHT TO TAKE OVER THE WORKS

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11.1 If, at any time within the contract period, the CONTRACTOR incurs delay or slippage of
fourteen (14) calendar days from the contractor schedule agreed upon with the OWNER
and the TCGI PROJECT MANAGERS (or any revised agreed schedule), the OWNER
may require the CONTRACTOR to submit within three (3) calendar days a confirmed
catch-up schedule, including the required resources to perform the catch-up schedule, to
get over the required delays/ slippage incurred for approval by the TCGI PROJECT
MANAGERS. The intention of this provisions is not to extend the Contract Time but to
be able to perform and complete the Contract Work within the Contract Period.

11.2 If the CONTRACTOR fails to perform the Contract Work in accordance with the
approved catch-up schedule, including the provision of the required resources to comply
with the same, the OWNER may:

11.2.1 Take over certain portions of the Contract Work as it may deem necessary by the
OWNER;

11.2.2 Stop the Contract Work by giving notice to the CONTRACTOR and take-over the
Remaining Works. The take-over by the OWNER may be performed either by
employing another contractor to complete Works and/or employing in-house
organizations to undertake and complete the balance of the Works.

11.3 All Costs incurred by the OWNER in undertaking of any of the above courses of action
shall be for the account of the CONTRACTOR.

11.4 Should the Completion of the Project be delayed due to slippage incurred by the
CONTRACTOR, the CONTRACTOR shall be liable for Liquidated Damages for
everyday of delay attributable to the CONTRACTOR as provided in Article VI of this
Agreement, whether or not the OWNER takes over the remaining works.

ARTICLE XII

NON-WAIVER

12.1 No inspection made by the OWNER or any of his representative; nor payment after
acceptance of the whole or part of the Works; nor any extension of the contract time granted by
OWNER; nor any possession taken by the OWNER or its employees or representative shall be
construed to operate as a waiver by the OWNER of any of the provision of this Contract or any
right of action reserved to the OWNER for any breach of this Contract.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Representations and Warranties of the Contractor: The CONTRACTOR hereby

represents and warrants unto the OWNER that:

(a) It has full power, authority and legal right to execute, deliver and perform this
Contract and that it has taken all necessary corporate actions to authorize the execution of
this Contract. In addition, CONTRACTOR warrants that it is not undergoing or in

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 imminent threat of insolvency or rehabilitation proceedings before any court or
government agency.

(b) This Contract constitutes a legal and binding agreement to all parties and enforceable
in accordance with its terms and conditions.

(c) The execution, delivery and performance of this Contract does not and will not violate
any provision of, or result in a violation of any engagement binding upon the
CONTRACTOR or any of its property.

(d) It has the necessary permits, authorizations and approvals from the pertinent
government agencies and authorities, requisite to conduct its business construction.

(e) It shall provide everything necessary and/or appropriate towards the proper
accomplishment and completion of the Project according to the true intent and meaning
of the Drawings, Plans & Specifications, and other Contract Documents; and

(f) If it finds any discrepancy in the Drawings and Specifications the CONTRACTOR
shall immediately inform the OWNER of the same, who shall finally decide on the
matter. It is understood that the CONTRACTOR anticipated such discrepancies in the
Plans & Specifications and the actual conditions thereof before submitting its service
proposal to the OWNER.

13.2 Compliance with Laws, Ordinance, Etc.: The CONTRACTOR shall comply with all the
laws, ordinances, rules and regulations of both the national and local governments,
applicable to or binding upon the parties hereto, the Works covered by this Contract, or
persons engaged in the performance and accomplishment of the Works covered by this
Contract and shall be totally responsible for all damages either to the OWNER or to the
government, national, local, for the non-observance of such laws, ordinances and
regulations.

13.3 Modification: No modification, including the transfer or assignment or sub-contracting of

any right or obligation under the terms of this Contract, shall be valid unless mutually
agreed upon in writing by the parties herein.

13.4 Punch List: There shall be only jointly agreed Punch List. It shall be jointly conducted by
the CONTRACTOR, the TCGI PROJECT MANAGERS, and the OWNER or its
representative within (30) calendar days after notice from the CONTRACTOR that it has
completed the Project.

13.5 Approval of Subcontractors, Materials and Equipment – The CONTRACTOR shall

submit for pre-qualification and approval by the OWNER or its authorized representative
the names of subcontractors it intends to employ for any particular work activity. The
CONTRACTOR shall likewise submit samples, manuals, or brochures of materials and
equipment for approval/ confirmation by the OWNER or its authorized representative
prior to procurement and installation. No approval granted by the OWNER hereunder
shall be construed as acceptance by the OWNER of liability under any agreement to be
entered which such subcontractors and/or suppliers, nor shall the same be deemed a
limitation of the warranties and liabilities of the CONTRACTOR under this Contract.

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13.6 Quality Control: The CONTRACTOR is expected to observe the highest standard of
quality control in the implementation of the Project. To achieve this goal, the
CONTRACTOR shall provide a separate Quality Control Group to monitor if the
standard set is being complied with. The CONTRACTOR shall see to it that defective
workmanship and unsuitable materials are avoided. Hence, it warrants that all materials
supplied under this Contract are brand new, first class, free from defects, and shall strictly
and fully comply in every respect with the specifications, approved samples and other
requirements of the Contract Documents. The CONTRACTOR shall not make any
substitution of materials required to be furnished unless prior written approval is first
obtained from the OWNER. The CONTRACTOR shall submit to the OWNER a Quality
Control and Assurance Plan for approval and implementation in the Project.

13.7 Safety, Security and Sanitation: The CONTRACTOR is expected to give due concern to
human life in the performance of its work/obligations in the Project and shall be fully
responsible for safety executing the Contract Works and shall observe the extraordinary
diligence of a good father of a family. The CONTRACTOR shall likewise provide a
separate Safety Control Group headed by a qualified and competent Safety Officer to
handle the safety and security, as well as the necessary sanitation facilities for its work
force. A comprehensive safety plans shall be submitted by the CONTRACTOR to the
OWNER for approval and implementation in the Project.

13.8 Ownership of Materials: The reports, drawings, designs, documents and materials
prepared or submitted in the course of the Performance of the Contract Works shall be the
absolute properties of the OWNER and shall not be used by the CONTRACTOR for the
purposes unrelated to this Contract without prior written approval of the OWNER.
Copies of any such documents prepared in connection with the performance of the
Contract Works shall be turned over to the OWNER upon completion of the Contract
Works.

13.9 Validity Clause: If any of the term or condition of this Contract is held invalid or contrary
to law, the validity of the other terms and conditions hereof shall not be affected thereby,
and shall continue to be in full force and effect. This Agreement contains the entire and
only Agreement between the parties respecting the subject matter hereof, and supersedes
and cancels all previous negotiations, agreements, commitments and writings in
connection herewith. This Agreement may be modified only by an instrument in writing
duly signed by the parties.

13.10 Breach: Failure to observe any warranties, representations or covenants herein made by
the CONTRACTOR constitutes a material breach and such entitles the OWNER to the
cumulative remedies of the Contract upon written notice to this effect to the contractor,
specific performance, damages and recourse against any of the binds at the sole option of
the owner rescind the Contract with claims for appropriate damages upon written notice
to this effect to the CONTRACTOR.

13.11 Governing Law: This Contract shall be governed by, construed, and enforced in
accordance with the “Laws of the Philippines”.

13.12. Construction: Each and every provision of this Agreement shall be construed as though
both parties participated equally in the drafting of same, and any rule of construction that
a document shall be construed against the drafting party, including without limitation, the

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 doctrine commonly known as contra proferentem, shall not be applicable to this
document.

ARTICLE XIV

VENUE OF LITIGATION

14.1 In the event of any suit or other legal action pertaining to the interpretation and/or the
implementation of this Agreement, the venue of any and all litigation shall exclusively be
the courts of proper jurisdiction in Quezon City, Metro Manila, and no other.

IN WITNESS WHEREOF, the PARTIES aforesaid have hereunto affixed their signatures,

this day at , Philippines.

PPC ONE ESTATE CORPORATION INTERNATIONAL ELEVATOR &

EQUIPMENT, INC.

Represented By: Represented By:

KRISTINE S. CO MELECIO B. VICENCIO

Chief Compliance Officer Vice President

SIGNED IN THE PRESENCE OF:

_______________________ ________________________

_______________________ ________________________

ACKNOWLEDGMENT

Republic of the Philippines}

}s.s
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 BEFORE ME, a Notary Public in and for the City of , Philippines, on

this day , personally appeared:

NAME PASSPORT NO. DATE/ PLACE ISSUED

1. KRISTINE S. CO
2. MELECIO B. VICENCIO

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

IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial seal on

the date and place first above written.

Doc. _______
Page No.: ___
Book No.:___
Series of 2018

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