TEMPLATE - (LOCAL) Standard Agreement

SMFG Standard Form No.
22 SMPF OGC Ref No 19-025
CONSTRUCTION AGREEMENT
This Construction Agreement (the “Agreement”) is made and entered as

of , at , by and between:
, a corporation duly organized and existing under

Philippine laws, with principal office at ,
represented by its , and
its , (hereinafter referred
to as “Owner”);
- and -
__________________________________________________________________, a
corporation duly organized and existing under Philippine laws, with principal office at
___________________________________________________________, represented by
its _________________________, __________________________ and its
_________________________, __________________________________ (hereinafter
referred to as “Contractor”).
RECITALS
WHEREAS, Owner is engaged, among others, in the business of

. and for this purpose, intends to undertake the
construction of a (the “Project”), which is more
particularly described in Annex A of this Agreement;
WHEREAS, Owner requires the services of a contractor who has the technical expertise,
licenses, financial capability, construction equipment and sufficient manpower complement
to perform and complete the (civil, structural, architectural, mechanical, electrical, design,
and construction) works (the “Works”) [PLEASE SPECIFY THE PARTICULAR
‘Works’ THAT WOULD BE UNDERTAKEN IN CONNECTION WITH THE
PROJECT.] for the Project in accordance with the plans, details, layouts, criteria and
specifications prepared by Owner and which is more particularly described in Annex B;
WHEREAS, Contractor represents and warrants that it has the required expertise,
licenses, financial capability, equipment and manpower complement to perform and
complete the Works, and has offered to Owner to construct and undertake the completion
and implementation of the Works on or before the scheduled dates of completion under
such terms and conditions and in accordance with Owner’s requirements;
WHEREAS, Owner has accepted the offer of Contractor to undertake the Works
hereinafter specified;
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE 1. DEFINITIONS AND INTERPRETATION
1.01 Defined Terms. When used in this Agreement, the following terms shall have the
respective meanings set forth below:
SMFG Standard
2 Form No. 22 SMPF OGC Ref No 19-025
“Contract Documents” shall refer to the documents specified in Article 3, which describe
in detail the Works awarded to Contractor.
“Final Acceptance” shall mean the date when Owner issues a Certificate of Final
Acceptance for the Works upon expiry of the warranty period as defined in this
Agreement and in the annexes hereof.
“Project” shall refer to the , which the Owner intends

to construct in .
“Project/Construction Manager” shall refer to the person(s) who has(ve) been assigned by
Owner to oversee and supplement field construction supervision work.
“Provisional Acceptance” shall mean the date when Owner issues a Certificate of
Provisional Acceptance upon completion of the Works by Contractor to the satisfaction of
Owner.
“Works” shall mean the (civil, structural, architectural, mechanical, electrical, design and
construction) [PLEASE SPECIFY THE PARTICULAR ‘Works’ THAT WOULD BE
UNDERTAKEN IN CONNECTION WITH THE PROJECT.] works in relation to the
Project awarded to Contractor by Owner under this Agreement, and which are more
particularly described in the Contract Documents.
1.2 Interpretation
The headings in this Agreement are inserted for convenience or reference only and shall
not limit or affect the interpretation of the provisions hereof. Words denoting the
masculine gender shall include, when appropriate, the feminine or neutral gender and vice
versa. Words denoting the singular shall include the plural, when the context so requires,
and vice versa. References to persons shall include individuals, corporations, partnerships,
trusts, unincorporated organizations and any political subdivision, agency or
instrumentality. References to Annexes are to be construed as Annexes to this Agreement.
1.03 This Agreement and the Contract Documents shall be interpreted and construed
together so as to give harmonious effect to their respective provisions. In the event of
conflict between the provisions of this Agreement and those of the Contract Documents,
the provisions of this Agreement shall prevail.
ARTICLE 2. DESCRIPTION OF WORK
2.01 The Works to be performed by Contractor are those particularly described in the
Contract Documents at (location of work, including
address).
ARTICLE 3. CONTRACT DOCUMENTS
3.01 The Contract Documents, which are incorporated in and made an integral part of
this Agreement, contain the plans and specifications in accordance with which the Works
are to be done, and which provide for the method of payment of the contract price. The
Contract Documents shall consist of, but shall not be limited to, the following:
SMFG Standard
a. Annex A - Description of Works, Total Contract Price, Terms of Payment, Down

payment
b. Annex B - Bid Documents (Invitation to Bid, Description of Package, Important

Information and Dates, Instructions to Bidders, Bid Bulletins, Clarificatory
Correspondences, Minutes of Pre-Bid Conferences, Contractor’s Proposal)
c. Annex C - General Conditions
d. Annex D - Project Schedule
e. Annex E - Technical Specifications, Drawings, Plans and Details
3.02 The Contract Documents, together with this Agreement, constitute the entire
agreement of the parties relating to the Project, and they are as fully a part of this
Agreement as if hereto attached or herein repeated. The parties intend that the Contract
Documents include provisions for all labor, materials, equipment, supplies, and other items
necessary for the execution and completion of the Works, and all terms and conditions of
payment therefor. The Contract Documents also include all Works and procedures not
expressly indicated therein, which are necessary for proper execution of this Project.
3.03 All other documents relating to the Project, including minutes of meetings
approved and signed by the parties, written interpretations of the Contract Documents by
the Owner or the Project/Construction Manager, memoranda and directives to be made
from time to time by the Project/Construction Manager, and work change orders issued or
to be issued by Owner and/or the Project/Construction Manager allowed under this
Agreement shall likewise form part of the Contract Documents.
3.04 In case of any discrepancy or any defective description, error, omission or

ambiguity in any of the Contract Documents, Contractor shall, within one (1) day from
discovery of such discrepancy, defect, error, omission or ambiguity, whether it requires any
adjustment in the Project Schedule or cost, submit the matter in writing to the
Project/Construction Manager. The parties may meet to discuss how best to resolve the
discrepancy, defective description, error, omission or ambiguity, provided that the
resolution decided by the Project/Construction Manager, in consultation with the Owner,
shall be binding upon Contractor and the latter shall accordingly proceed with the Works
strictly in accordance with such resolution.
ARTICLE 4. RESPONSIBILITIES OF THE CONTRACTOR
4.01 Contractor’s duties and rights in connection with the Project are as follows:
a. Responsibility for and Supervision of Construction. Contractor shall be solely

responsible for all the Works under this Agreement, including the techniques, sequences,
procedures and means, and for coordination of all Works. It shall supervise and direct the
Works to the best of its ability, and give it all the attention necessary for such proper
supervision and direction.
b. Discipline and Employment. Contractor shall maintain at all times strict discipline
among its employees and permitted contractors hereunder, and agrees not to employ for
work on the Project or engage the services of any person unfit or without sufficient skill to
perform the job assigned to him under this Agreement.
c. Furnishing of Labor, Materials, etc. Contractor shall provide and pay for all labor
(including benefits and allowances such as worker accommodations and transportation),
materials, equipment, tools, construction equipment, machinery, utilities (i.e., electricity
SMFG Standard
and water), transportation, and all other facilities and services necessary for the proper
completion of the Works for the Project in accordance with this Agreement and the
Contract Documents, except for such equipment and materials, which Owner in its
discretion shall provide.
d. Payment of Taxes; Procurement of Licenses and Permits. Contractor shall pay all taxes,
levies, imposts or other charges required by law in connection with the Works under this
Agreement and shall secure and pay for all construction permits and licenses, all
governmental charges and fees necessary for the completion of the Works. In this
connection, Contractor shall provide Owner with evidence of such payments and
procurements. Contractor shall reimburse and hereby holds Owner free and harmless from
all such taxes, levies, imposts, including fines, penalties and charges which Owner shall be
made to pay or which may accrue by reason of their late or non-payment.
e. Compliance with SMFB Code of Business Conduct and Ethics. San Miguel Food and
Beverage, Inc., formerly San Miguel Pure Foods Company, Inc. (“SMFB”) and all its food
subsidiaries, including the Owner, fully recognize that adherence to the highest standards
of business conduct is vital to its growth and success as a leader in the industry.
Contractor hereby agrees to hold itself to the fundamental standards of conduct and values
consistent with the principles of good governance and business ethics, as embodied in the
SMPFCFBde of Business Conduct and Ethics, as publicly available on SMPFCFB’s porate
website, http://sanmigmfbom. In this connection, Contractor warrants that it did not give,
nor promise to give, any sum or money, gift or any material favor/consideration to any
officer or employee of either the Owner or SMPFC FBfor the purpose of ing award of this
Agreement.
f. Compliance With Labor and Construction Laws and Regulations. Contractor shall
comply with all laws, ordinances, rules, regulations, or orders of all public authorities
relating to the performance of the Works under this Agreement, including all applicable
labor and social welfare laws, rules and regulations. If Contractor performs any work
contrary to, or otherwise violates such laws, ordinances, rules, regulations, or orders, it
shall be liable for, and shall indemnify and hold Owner free and harmless from, all
damages, fees or costs resulting therefrom.
gf. Responsibility for Negligence of Employees and Subcontractors. Contractor assumes

full responsibility for the acts, negligence, or omissions of all its employees and
representatives on the Project¸ and for those of its subcontractors and their employees as
may be allowed under Article 14 of this Agreement.
hg. Warranty of Fitness of Equipment and Materials. Contractor represents and warrants
to Owner that all equipment and materials used in the Works, and made a part of the
structures thereon, or placed permanently in connection therewith, will be new, of first rate
quality, free of defects, and in conformity with this Agreement and the Contract
Documents. It is understood between the parties hereto that all equipment and materials
not so in conformity herewith and therewith are defective.
ih. Indemnity Agreement. Contractor agrees to indemnify and hold free and harmless,
Owner, its directors, officers, agents and employees, from and against all claims, damages,
losses, and expenses, including reasonable attorney’s fees in case of any action arising out
of or in connection with the performance of the Works herein, which is (1) for bodily
injury, illness or death, or for property damage, and (2) caused in whole or in part by
Contractor’s negligent act or omission, or that of a subcontractor as may be allowed under
Article 14 of this Agreement, or that of anyone employed by them or for whose acts
Contractor or its permitted subcontractor may be liable.
SMFG Standard
ij. Safety Precautions and Programs. Contractor has the duty of providing for and
overseeing all safety orders, precautions, and programs necessary for the safety of the
Works. In this connection, it shall take reasonable precautions for the safety of all persons
whom the Works might affect, all works and materials incorporated in the Project, and all
property and improvements on the construction site and adjacent thereto, complying with
all applicable laws, ordinances, rules, regulations and orders.
kj. Other Contractors in the Project. Owner reserves the right to contract out other works
in connection with the Project to other contractors. Contractor shall cooperate with all
other contractors to the effect that their works shall not be impeded by its own
construction Works, and shall give them access to the work site necessary to perform their
respective contracts with the Owner. The activities of the other contractors in the Project,
which may affect the schedule and completion of the Works should be clearly shown in the
Project Schedule.
ARTICLE 5. RIGHTS AND RESPONSIBILITIES OF THE OWNER AND THE

PROJECT/CONSTRUCTION MANAGER
5.01 Owner shall be represented in the implementation of this Agreement by the

Project/Construction Manager, who shall deal with Contractor at the work site for the
execution or implementation of the orders or instructions, which may be given from time
to time by Owner.
5.02 The Project/Construction Manager shall be made familiar by the Contractor with
the progress and quality of the Works. He shall also make periodic visits to the work site
and make general determinations as to whether the Works are proceeding in accordance
with this Agreement. He will keep Owner informed of such progress, and will use his best
efforts to protect Owner from the consequences of defects and deficiencies in the Works.
He will not be responsible for the means of construction, or for the sequences, methods,
and procedures used therein, or for Contractor’s failure to perform the Works in
accordance with this Agreement and the Contract Documents. In this regard, he shall be
given free access to the Works at all times.
5.03 The Project/Construction Manager and/or his representative(s) may, after

consultation with and upon the agreement of the Owner, at any time during the progress
of the Works, by written instructions, cause alterations in the original plans and
specifications of the Project, and Contractor shall execute the Works in the same manner
as if the same had been included in the original plans and specifications of the Project,
subject to the conditions in Article 12 of this Agreement. Such written instructions shall
thereupon be considered a Contract Document hereunder.
ARTICLE 6. CONTRACT PRICE
6.1 In consideration for the satisfactory performance and accomplishment of the Works
by Contractor as determined by Owner, Owner shall pay the former the total contract
price specified in Annex A, for the complete supply of all materials, tools and equipment,
as well as the services required for the completion of the Works. The contract price shall
be payable in the manner provided in Article 7 of this Agreement, which manner may be
described in better detail in Annex A. Payment of the contract price is subject to additions
or deductions in accordance with the provisions of this Agreement and of the other
documents to which this Agreement is subject, as well as the provisions of the pertinent
laws, rules and regulations.
6.02 The contract price shall not be altered or adjusted due to any fluctuations in
foreign currency exchange rates, the prices of materials and equipment, or for any cause or
reason whatsoever, except for possible adjustments in labor costs of Contractor due to
SMFG Standard
mandatory wage hikes promulgated by the Government and under the circumstances in
Article 12 of this Agreement. In such case, the parties shall discuss and agree in writing on
any corresponding price adjustment, and such price adjustment shall apply prospectively
with respect to the unfinished portion/s of the Works based on the original Project
Schedule.
ARTICLE 7. MANNER OF PAYMENT
7.01 Within Thirty (30) days from the execution of this Agreement, Owner shall pay
Contractor a downpayment as stipulated in Annex A, provided Contractor shall have
submitted the bonds and insurance policies, all in accordance with the terms and
requirements enumerated in Article 10 of this Agreement. The above certificates of
insurance and bonds shall be submitted within ten (10) days from execution of this
Agreement. upon release of Purchase Order
7.02 The downpayment shall be liquidated from every subsequent progress payment to
be made by Owner to Contractor by deducting from such progress payment an amount
equivalent Twenty percent (20%) of the actual cost of accomplishment as computed by
Owner, such that when the Works are fully completed the downpayment shall have been
fully liquidated.
7.03 Owner shall make progress payments on the contract price to Contractor every
Thirty (30) calendar days from commencement of the Works subject to ten percent Ten
percent (10%) until the completion of the Works to the satisfaction of Owner, on the
basis of applications for payment made by Contractor as the work progresses. Progress
payments may be withheld by Owner if: (a) Work is found by Owner to be defective and is
not remedied by the Contractor within the period prescribed by Owner; (b) Contractor
does not make prompt and proper payments for labor, materials, or equipment furnished
to it; (c) another contractor involved in the Project is damaged by an act or omission for
which Contractor or its employees is responsible; (d) claims or liens are filed on the job; or
(e) in the sole opinion of Owner or the Project/Construction Manager, Contractor’s work
is not progressing satisfactorily.
7.04 Contractor shall submit to Owner through the Project/Construction Manager three
(3) complete sets of progress billings in the forms and according to procedures established
by the Project/Construction Manager and approved by Owner, based on actual
accomplishment by the Contractor of the Works. Contractor shall also submit copies of
the updated Project Schedule in bar chart, the progress ‘As-Built’ drawings of the actual
condition of the Works being billed, and sufficient number of progress photographs
showing the condition of the Works accomplished and being billed. Final payment of the
balance of the contract price shall be made within Thirty (30) days after the issuance by
Owner of the Certificate of Provisional Acceptance; provided the Contractor has
submitted the Guarantee Workmanship Bond specified in Article 10 of this Agreement.
7.05 Contractor shall be responsible for all costs of labor performed and materials
furnished in the Works. Contractor shall receive and hold in trust each progress payment
made by Owner for the express use and purpose of paying in full all such costs of labor
performed and materials furnished in relation to the Project up to such time as and when it
has paid in full all such costs.
7.06 Acceptance by Contractor of final payment of the balance of the contract price
shall constitute a waiver of all claims against Owner under this Agreement, but such final
payment shall not relieve Contractor of its responsibility for irregular compliance or faulty
materials or workmanship in relation to the Works and Contractor shall remedy any
defects or irregular compliance of the terms hereunder as determined by Owner and pay
SMFG Standard
for any damages, fees, costs, expenses or taxes resulting therefrom which shall appear
within a period of Warranty period months from the date of
acceptance by Contractor of such final payment (the “Warranty Period”). No certificate
issued nor payment made to Contractor, nor partial or entire use or occupancy of the
Works by Owner, shall constitute an acceptance by Owner of any work or materials not in
accordance with this Agreement and the Contract Documents that will relieve Contractor
of its obligations within the Warranty Period.
7.07 Any payment due and payable and/or which may become due to Contractor may
be offset against damages, fees, costs, expenses or taxes payable by Contractor under this
Agreement.
7.08 All progress billings, including the billing for the ten percent (10%) retention, shall
be accompanied by Contractor’s affidavit and documentary evidence showing that all bills
for labor and materials have been paid in full.
ARTICLE 8. CONTRACT TIME
8.01 Time is of the essence in this Agreement. Contractor shall perform and complete
every portion of the Works strictly in accordance with the Project Schedule, which is part
of the Contract Documents.
8.02 Contractor agrees to commence the Works hereunder within Seven (7) days after
receipt of written notice from Owner to do so, to proceed with the Works thereafter
diligently and continuously up to completion thereof, and in any and all events to complete
the same within Completion period (__)) calendar days after
commencement of the Works as aforesaid, in accordance with the Project Schedule
attached as Annex D hereto. In no event shall Contractor commence the Works or place
any materials on the site thereof prior to receipt of such notice to do so from Owner.
8.03 Should Contractor fail to complete the Works within the Project Schedule agreed
upon, Contractor agrees to pay to Owner, for each and every day of delay beyond the
scheduled time of completion of the Works, an amount equivalent to one tenth (1/10) of
one percent (1%) of the total contract price, which in the aggregate shall not exceed ten
percent (10%) of the contract price. This sum shall be considered liquidated damages
payable by Contractor without need of accounting therefor, to be deducted as such from
the balance of the contract price due to Contractor. Should such damages exceed the sum
due or to become due to Contractor, Contractor shall be liable to Owner for the
difference.
8.04 Contractor shall submit a formal report in writing to the Project/Construction

Manager of any delay within forty eight (48) hours from the date it occurs. Otherwise,
Contractor shall be precluded from requesting for adjustments in the Project Schedule.
Such advice shall, however, be without prejudice to the payment by Contractor of the
foregoing liquidated damages.
8.05 Any delay in the performance of the services hereunder, regardless of the cause,
does not alter the obligation of Contractor to complete the Works in accordance with the
Project Schedule. In any case, in the event of delay, Contractor, Project/Construction
Manager and Owner shall meet and agree to restore completion targets and only if
necessary, to determine an adjusted schedule for completion of the Project. Such adjusted
schedule shall take effect prospectively and shall form the new basis for damages, penalties
or take-over of Works to be subsequently performed.
SMFG Standard
8.06 The period of completion of the Works as provided in the Project Schedule shall be
extended only if due to causes for which delays are excused under this Agreement and the
Contract Documents and for which no remedial measures can be instituted as determined
by Owner, and only when the Project/Construction Manager recommends an extension
thereof with the written concurrence of Owner.
ARTICLE 9. CONTRACTOR’S GUARANTEE OF WORKS AND LIABILITY
9.01 Contractor guarantees that the Works completed under this Agreement shall be in
accordance with the plans and specifications agreed upon by the parties, and shall conform
to the specific requirements, standards of performance, and capabilities required by this
Agreement and the Contract Documents, and shall be free from imperfect workmanship or
materials as solely determined by Owner. Without prejudice to the right of Owner to
claim from the bonds and/or insurance in accordance with Article 10 of this Agreement,
Contractor shall repair or replace at its own cost and expense during the Warranty Period,
all of the Works covered under this Agreement that are found by Owner to be defective or
not in accordance with this Agreement and the Contract Documents. Contractor shall
repair or replace at its own cost any Works that may be disturbed in making good such
defects or failure to comply with the requirements of this Agreement. This shall be without
prejudice to the right of Owner to claim from the bonds and/or insurance in accordance
with Article 10 of this Agreement, in the event that the repair or replacement of Works
remains unsatisfactory to the Owner. During this period, Contractor shall hold Owner free
and harmless from any and all liabilities, costs, fees, taxes or damages that may be incurred
as a result of any such defects or deviations in the Works. It is hereby understood that
these stipulations shall not in any manner affect the rights and liabilities of the parties
under Article 1723 and other provisions of the Civil Code, nor under any other existing
laws, rules and regulations.
ARTICLE 10. CONTRACTOR’S INSURANCES AND BONDS
10.1 The Contractor is hereby required to provide the following bonds upon release
of Purchase Orderthe signing of this Agreement, or within ten (10) days therefrom, or at
such other time as the Owner may require:
10.1.1 Down Payment Surety Bond
The Contractor agrees to provide the Owner, at the Contractor’s expense, a Down
Payment Surety Bond callable upon first demand without recourse, equivalent to
the down payment, to guarantee the repayment of the un-liquidated portion of the
down payment should the Contractor fail or default to perform promptly and
faithfully any of its obligations in the Agreement and all its provisions,
undertakings and specifications. The said bond shall remain in force until the
Works are satisfactorily completed and accepted by the Owner in writing.
10.1.2 Surety Bond
The Contractor agrees to provide the Owner, at Contractor’s expense, a Surety

Bond callable upon first demand without recourse, equivalent to thirty percent
(30%) of the contract price, to guarantee the prompt and faithful performance of
any of its obligations in the Agreement and all its provisions, undertakings and
specifications, including the payment of penalties and liquidated damages and other
claims due and payable to the Owner under this Agreement. The said bond also
guarantees the payment by the Contractor of any liability that may be suffered by
the Owner resulting from the violation by the Contractor of the Labor Code, and
other labor and social legislations including the payment of taxes; and also to
guarantee the payment of the salaries and wages, and other social benefits of the
SMFG Standard
employees employed for the Works, and the payment of materials supplied by third
person(s) used in the execution of the Works. The said bond shall remain in force
until the Works are satisfactorily completed and accepted by the Owner in writing.
Failure of the Contractor to perform and/or default on its promise to perform promptly
and satisfactorily its obligations in the Agreement and all its provisions, undertakings and
specifications, shall give the Owner the right to call on any or all of the said bonds.
The said bonds should be issued by an insurance or surety company accredited with and
approved by SAN MIGUEL PURE FOODS COMPANY INC.
10.02 In case the Owner and/or the Project/Construction Manager grants the Contractor
an extension of time, all of the above bonds shall be extended by the Contractor, in
accordance with the extension of time given, upon the expiration of the same without
additional cost on the part of the Owner. The premiums and other charges that may be
due in connection with the renewal or extension shall be for the account and expense of
the Contractor. In the event of the rescission or termination of this Agreement for breach
thereof, the Owner may immediately proceed against the above bonds for any and all
claims against the Contractor. The bonds shall continue to remain in full force and effect
until the aforementioned obligations as well as all penalties, damages, and the costs of
labor and materials shall have been fully satisfied, discharged, settled and paid by the
Contractor and the bonds released by the Owner.
[Note: If the total project cost is worth Php5.0 M and below, please adopt the following
wording:]
10.03 The above bond shall remain in full force and effect, to the maximum extent
allowed under their terms, despite whatever adjustments may have been made to the
contract price as a result of work changes pursuant to Article 12 hereof.
10.04 Contractor’s All Risk (CAR) / Erection All-Risk (EAR) Insurance
The Contractor shall, at all times during the progress of the Works, and until completion
thereof under this Agreement, for its own account, arrange a Contractor’s All Risk (CAR)
/ Erection All-Risk (EAR) Insurance equivalent to the agreed contract price plus any
Owner-supplied materials (net of VAT) to cover damages on the Works. The CAR / EAR
Policy/ies should include a Third Party Liability Coverage minimum of twenty percent
(20%) of the contract price to protect the Contractor and the Owner from any and all
claims for injury to persons including deaths and damages to property, which may arise in
the course of operations by the Contractor or by any other trades or anyone directly or
indirectly employed by the Contractor.
The said policy/ies should be insured under the names of “(Name of Owner)” &/or
“(Name of Contractor) &/or its permitted subcontractors.” A “Cross Liability Clause”
endorsement shall also be included in the policy/ies.
The said CAR / EAR Policy/ies should be issued by an insurance or surety company
accredited with and approved by SAN MIGUEL PURE FOODS COMPANY INC.
[Note: If the total project cost is worth more than Php5.0 M, please adopt the following
provision:]
10.043 Contractor’s All Risk (CAR) / Erection All-Risk (EAR) Insurance

SMFG Standard
The Owner shall, for its own account, arrange a Contractor’s All Risk (CAR) / Erection
All-Risk (EAR) Insurance under such terms and conditions that it may deem appropriate
for this type of Agreement.
10.05 The Contractor shall submit original copies of all the bonds (and insurance [if
applicable]) and submit the same to the Owner through the Project/Construction Manager.
The said bonds (and insurance [if applicable]) shall be subject to the Project/Construction
Manager’s approval for adequacy of protection and acceptability of the surety or bonding
(and insurance [if applicable]) companies. The Contractor shall, on request by the
Project/Construction Manager, produce all receipts in payment of all bonds (and insurance
[if applicable]).
10.06 Guarantee Workmanship Bond (Warranty Bond)
Prior to the Owner’s issuance of a Certificate of Provisional Acceptance, the Contractor

shall, at his expense, furnish the Owner a Guarantee Workmanship Bond callable upon
first demand without recourse, equivalent to ten percent (10%) of the total contract price,
effective for a period of one (1) year from the date of Provisional Acceptance of the
Works by the Owner, subject to the condition but not limiting the Contractor’s liability,
that any defect or flaw that may arise during the said one (1) – year period shall be
repaired or replaced by the Contractor promptly upon demand by the Owner.
The said Guarantee Workmanship Bond should be issued by an insurance or surety

company accredited with and approved by SAN MIGUEL PURE FOODS COMPANY
INC.
10.07 The Contractor shall, at his expense, obtain other types of insurance/s to protect
his properties (e.g., Construction Plant, Machinery and Equipment) located at the Project
site including other types of insurances required under this Agreement by the government
such as, but not limited to Social Security System benefits for its employees.
ARTICLE 11. MONEY TO BE RETAINED TO COVER LIENS
11.01 If (a) at any time there shall be evidence of any lien or claim for labor, services,
supplies and/or materials, or the rentals for the use of tools and equipment, utilized or
furnished in the performance of Contractor’s obligations under this Agreement, which if
established would be an encumbrance upon the Works, or (b) in case of non-compliance or
defective or irregular compliance with any of Contractor’s obligations under this
Agreement, Owner shall have the right to retain out of any payment due or thereafter to
become due to Contractor, an amount determined by Owner as sufficient to completely
indemnify Owner against such lien or claim or non-compliance or defective or irregular
compliance by Contractor hereunder. Should there prove to be any such lien or claim or
non-compliance or defective or irregular compliance by Contractor hereunder after all
payments are made, Contractor shall refund to Owner all monies that the latter may be
compelled to pay in discharging such lien or satisfying such claim or remedying such non-
compliance or irregular or defective compliance hereunder. This shall be without prejudice
to Owner’s rights under the law including its right to proceed against any security
furnished by Contractor under this Agreement.
11.02 All amounts so withheld as retention money shall be paid to Contractor

Thirty (30) days after the issuance by Owner of the Certificate of Provisional
Acceptance, provided Contractor shall have complied with its obligation to submit the
Guarantee Workmanship Bond required under Article 10 of this Agreement to the
satisfaction of Owner.
SMFG Standard
ARTICLE 12. WORK CHANGES
12.01 Owner reserves the right to order work changes in the nature of additions,
deletions, or modifications to the Works, without invalidating this Agreement, and agrees
to make corresponding adjustments in the contract price and time for completion thereof,
if determined to be necessary. All changes will be implemented by Contractor upon its
receipt of a written change order signed by Owner or by the Project/Construction
Manager with the authority of the Owner. The change order will include conforming
changes in this Agreement and completion time thereof.
Works shall be changed, and the contract price and completion time shall be modified only
as set out in the written change order. Any adjustment in the contract price resulting in a
credit or amount payable to Owner shall be determined by mutual agreement of the parties
before starting the work involved in the change.
ARTICLE 13. OPTION TO COMPLETE WORKS, TAKE-OVER
13.01 Owner shall have the option to take over the Works and complete the same at any
time if any of the following circumstances shall occur: (a) Contractor should fail, refuse or
neglect to supply and provide the required tools, materials, supplies, equipment, facilities
and workers as required hereunder; (b) Contractor should abandon or fail to continue with
the construction of the Works or to complete the same as agreed upon; (c) when in the
judgment of the Project/Construction Manager, Contractor has been delayed in the
completion of Works beyond seven percent (7%) of the Project Schedule or is no longer
capable of continuing or completing the Works on time or to the satisfaction of Owner,
which determination of the Project/Construction Manager shall be binding upon the
Contractor; (d) if this Agreement or any part thereof is assigned or any of the Works is
subcontracted without the previous written consent of the Owner; or (e) if Contractor
violates any of the conditions, covenants, agreements or technical requirements of the
Works. This is without prejudice to Owner’s other remedies as provided in this Agreement
and in the Contract Documents or under pertinent law, rule or regulation, including the
right to proceed against the bonds submitted by the Contractor, as the circumstances may
warrant.
13.02 Should the Project/Construction Manager be required to take-over the Works of

Contractor or assign the Works to other contractors, the cost of additional and/or omitted
or reduced work shall be added or deducted, as the case may be, and the computation of
the take-over cost shall be based on the agreed unit prices in the breakdown of costs.
[N.B. YOU MAY OPT TO INDICATE HEREIN THE FORMULA FOR
COMPUTING THE ‘Take-Over Cost.’]
ARTICLE 14. SUBCONTRACTING OF THE WORKS
14.01 Contractor shall not assign or subcontract any portion of the Works, except upon
prior written approval of Owner. Any violation of this provision shall be a ground for the
termination of this Agreement, without prejudice to the obligations of Contractor that may
have accrued prior to the effective date of termination hereof .
14.02 Should Owner consent to any subcontracting, Contractor shall not employ any
subcontractor against whom Owner may have any reasonable objection. Contractor shall
be fully responsible for all acts or omissions of its subcontractor/s and of persons directly
or indirectly employed or engaged by such subcontractor/s to provide the services
required hereunder.
ARTICLE 15. TERMINATION

SMFG Standard
15.1 Owner may, in its discretion, on Thirty (30) day notice to Contractor, terminate
this Agreement before the completion date hereof under the Project Schedule, and without
prejudice to any other remedy it may have under the law, without cause or upon any of the
grounds provided in this Agreement, the General Conditions, and in the Contract
Documents, or when the Contractor defaults in the performance of any provision of this
Agreement or the Contract Documents. Depending on the reason for the termination,
Owner may terminate the Agreement with immediate effect in case of Contractor’s default,
but such termination may also be on such effective date as the Owner shall reasonably
determine, in case of any other cause. On such termination, Owner may take possession
of the work site and all materials, equipment, tools and machinery thereon, and finish the
Works in whatever way it deems expedient. If the unpaid balance on the contract price at
the time of such termination exceeds the expenses of finishing the Works, Owner will pay
such excess to Contractor after completion of the Works. If the expenses of finishing the
Works exceed the unpaid balance of the contract price at the time of termination,
Contractor agrees to pay the difference to Owner within Thirty (30) day from
completion of the Works. In the case of termination for cause, the Owner shall have the
right to proceed against the bonds submitted by the Contractor, as the circumstances may
warrant.
ARTICLE 16. INDEPENDENCE OF CONTRACTOR
16.01 Contractor is independent of and not an employee of Owner. Neither shall the
employees, workers, laborers, agents, or other subcontractors (as may be allowed in
accordance with Article 14 of this Agreement) of Contractor be deemed employees of
Owner. Hence, Owner shall not in any way be liable or responsible for injuries to third
persons or damages to their property caused by any such employee, worker, laborer, agent
or subcontractor, nor for any injuries or damages to themselves or to their property/ies
suffered by them in the performance of their duties.
16.02 Nothing contained in this Agreement shall be construed to create the relation of
principal and agent or employer and employee, between Owner and Contractor or Owner
and Contractor’s employees.
There being no employer-employee relationship between Owner and such Contractor’s

employees, Contractor shall have the exclusive right to hire, discharge, discipline and
control its employees without intervention whatsoever from Owner. Although Owner shall
have the right to set standards and guidelines for Contractor’s employees to follow in the
performance of the services detailed under this Agreement, Owner is interested only in the
results to be achieved by Contractor. All such employees of Contractor are not entitled to
any of the benefits provided by Owner to its own employees.
Contractor assumes full responsibility for the acts and/or omissions of its employees
assigned to provide services to Owner and shall be liable for any injury, loss, or damage to
the person, equipment, and installations of Owner, its representatives, agents, employees,
customers, and other third persons dealing with Owner, which are attributable to, arising
from, or occasioned by, the wilful act and/or omission, neglect of duty and/or negligence
of Contractor’s employees.
Contractor shall also assume full responsibility for all consequences of its acts, and shall at
all times indemnify and hold Owner free and harmless from any and all actions, liabilities,
claims, or proceedings that may be brought by Contractor’s employees and other
personnel arising from Contractor’s fault or negligence, or for any cause or reason
whatsoever, in the course of their performance of the services detailed under this
Agreement.
SMFG Standard
Contractor agrees to maintain such insurance as will fully protect both itself and Owner
from any and all claims under any workers’ compensation act or employers’ liability laws,
and from any and all other third party claims of whatsoever kind or nature for damage to
property or for personal injury, including death, suffered by any person whomsoever, that
may arise from operations carried out under this Agreement, whether by accident or due
to causes attributable to Contractor or any other person directly or indirectly engaged or
employed by Contractor. Contractor agrees to provide Owner with certificates evidencing
the required coverage before Contractor begins work hereunder.
ARTICLE 17. NOTICES
17.01 Contractor’s contact details are:

_________________________________________
_________________________________________
Tel. No. _________________
Fax No. _________________
Email Address ______________
Attention: _______________
17.02 Owner’s contact details are:

__________________________________________
__________________________________________
Tel. No. _________________
Fax No. _________________
Email Address _______________
Attention: ________________
17.3 Any notice to be given under this Agreement by either party to the other shall
be in writing and sent by registered mail or by personal delivery to the above addresses
with an advance copy to be sent by facsimile or email. Either party shall have the right
to change its contact details and/or to designate its authorized representative to give
and receive notices by giving notice thereof to the other party in the manner
hereinabove provided.
Any communication or notice so given shall be deemed to have been given:
(a) If delivered personally, on the day of personal delivery;
(b) If sent by mail, on the day of receipt or tenth (10 th) day after posting,
whichever is earlier;
(c) If transmitted by facsimile, on receipt by the sender of a transmission control

report from the dispatching machine showing the relevant facsimile machine number
and the result of the transmission indicates “OK” or such similar response; and
(d) If transmitted by email, on receipt by the sender of any notification that his
message had been successfully transmitted or when the message appears in the “Sent”
or equivalent folder of the sender.
17.04 The language to be used in communications between Owner and Contractor

shall be English.
ARTICLE 18. FORCE MAJEURE
18.01 Neither party shall be liable to the other for delay in performing or inability to
perform any of its obligations hereunder as a result of force majeure.
SMFG Standard
18.02 For purposes of this Agreement, force majeure means any unavoidable
circumstance beyond the control of the party claiming force majeure, including but not
limited to, an act of God, storm, flood, tempest, riot or civil disturbance, war (declared or
undeclared), military action, insurrection, act of any governmental or military agency
acting under actual or assumed authority, expropriation, industry-wide strikes, and any
other causes beyond the control of the parties; provided, however, that extended labor
problems affecting the Contractor’s operations shall not be considered force majeure and
the Owner shall have the sole and exclusive option to terminate this Agreement for cause
attributable to the Contractor.
18.03 For the avoidance of doubt, the unavailability of equipment, materials, supplies or
third party contractors in connection with the performance or completion of the Works by
Contractor shall not be considered force majeure.
18.04 In the event of force majeure, the rights and obligations of both parties under this
Agreement shall be suspended until the event constituting the force majeure ceases to
exist. However, should the force majeure continue beyond ninety (90) days from the
onset thereof, this Agreement may be terminated by Owner by giving written notice of
termination to Contractor. Accordingly, the provisions under Article 15 of this Agreement
shall apply.
ARTICLE 19. REPRESENTATIONS AND WARRANTIES
19.01 Representations and Warranties of the Contractor. Contractor hereby represents

and warrants to Owner that:
(a) It has the power to enter into and perform this Agreement, and has taken all
necessary actions to authorize its execution and delivery and the performance of its
terms and conditions;
(b) This Agreement constitutes its legal, valid, and binding obligation, enforceable
according to its terms;
(c) The execution, delivery, and performance by the Contractor of this Agreement will
not violate in any respect any provision, or result in the breach of any agreement to
which the Contractor is a party, or any law, rule, regulation, order, writ, judgment,
injunction, decree, determination, or award of any governmental authority,
presently in effect and binding on the Contractor, or any other restriction of any
kind or character to which the Contractor is subject;
(d) All necessary consents, licenses, approvals, and authorizations of, and all filings
and registrations with any governmental authority or other entity or person
required in connection with the execution, delivery, performance, validity, or
enforceability of this Agreement, if any, have been obtained, and shall remain in full
force and effect throughout the duration of this Agreement;
(e) The Contractor has good and valid title to its equipment, machinery, tools,
facilities, materials, and supplies necessary to complete the Works;
(f) Its equipment, machines, tools, facilities, materials, and supplies are and shall be at
all times until completion of the Works and turn-over of the Project to the
satisfaction of the Owner, free and clear of any and all liens, encumbrances or
adverse claims;
SMFG Standard
(g) There is no action, suit, or proceeding, pending or threatened, against or affecting

the Contractor, its properties involved herein, or its permitted subcontractors to
the knowledge of the Contractor, before any governmental authority or any other
jurisdiction, which could have any adverse effect on the performance by the
Contractor of its obligations under this Agreement;
(h) All warranties given by the Contractor in this Agreement are true, accurate and
comprehensive in all respects and fully, clearly, accurately and comprehensively
disclose every matter to which they relate; and
(i) There are no material facts or circumstances in relation to his properties involved
herein or permitted subcontractors, which have not been fully and fairly disclosed
in writing to Owner, and to the best of the Contractor’s knowledge, there are no
facts which have not been disclosed in writing to Owner and which if disclosed,
might have reasonably affected the decision of Owner to enter into this Agreement.
19.02 Representations and Warranties of Owner. Owner hereby represents and warrants
to Contractor that:
(a) It is a corporation duly organized and validly existing, and in good standing under
the laws of the Philippines;
(b) It has the power to enter into and perform this Agreement, and has taken all
necessary actions to authorize its execution and delivery and the performance of its
terms and conditions; and
(c) This Agreement constitutes the legal, valid and binding obligation of Owner,
enforceable according to its terms.
19.03 Survival of Representations and Warranties
(a) All statements of fact contained in any written statement, certificate, schedule, or
other document delivered by or on behalf of the Contractor pursuant to this
Agreement or in connection with the transactions contemplated hereby shall be
deemed representations and warranties by such Contractor hereunder. All
covenants, agreements, representations, and warranties made by the Contractor
hereunder or pursuant hereto or in connection with the transactions contemplated
hereby shall survive the turn-over of the Project to the Owner.
(b) Any investigation or examination conducted by or on behalf of Owner or any other

information it may have in respect hereto shall not operate as a waiver by Owner
of any breach of representation or warranty by Contractor.
(c) It is acknowledged that Owner, in entering into this Agreement, is relying on the
representations, warranties and undertakings of the Contractor and that Owner
shall be entitled to treat the same as conditions of this Agreement.
19.04 Indemnity for Breach of Representations and Warranties
Contractor covenants and agrees to indemnify and save and hold Owner free and harmless
from and against any damage, expense, liability, loss, or other charges (including, without
limitation, interest thereon based on prevailing money market placements, attorney’s fees
and other costs and expenses incident to any suit, action, or proceeding) arising out of or
resulting from this Agreement, and to pay Owner on demand the full amount of any and all
sums that Owner has paid, may pay or become obligated to pay on account of any
SMFG Standard
inaccuracy in any representation or the breach of any warranty made by the Contractor
hereunder.
ARTICLE 20. MISCELLANEOUS
20.01 All rights, powers, privileges and remedies of Owner under this Agreement shall
remain cumulative and may be exercised singly or concurrently and are not exclusive of
any rights or remedies permitted by law. No failure to exercise or delay in exercising on
the part of Owner of any right, power, or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power, privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. No modification or waiver of any of the terms, conditions and provisions hereof
shall be implied from any course of dealing or subsequent act or conduct hereunder. No
waiver of any provisions of this Agreement may be validly made except in writing.
20.02 This Agreement is binding upon the respective permitted assigns and successors-
in-interest of the parties hereto.
20.03 The parties shall bear their respective expenses in connection with the authorization,
approvals, negotiation, preparation, and execution of, and performance of their obligations
under this Agreement and all other documentation contemplated hereby and thereby.
20.04 The parties agree to submit any dispute arising out of or on connection with this
Agreement to arbitration in accordance with the General Conditions attached hereto and
made an integral part of this Agreement.
20.05 In the course of the performance of its obligations under this Agreement,
Contractor may be supplied by Owner with confidential information regarding the business
of Owner, its subsidiaries or affiliates. In such event, Contractor shall not disclose to
anyone or use, except as expressly authorized by Owner in writing, any such confidential
information supplied to Contractor for the performance of its services hereunder.
Contractor shall be bound by this obligation until such time as said confidential
information shall lawfully become part of the public domain. In addition, information
regarding any aspect of Owner’s businesses, howsoever acquired by Contractor, its
personnel, employees, agents, or subcontractors in the performance of the services
specified in this Agreement, shall be confidential except to the extent that the same has
been published or otherwise made freely available to the general public by Owner without
any restriction.
20.06 Contractor acknowledges and agrees that it may be subject to the scope and
provisions of Republic Act No. 10173 or the Data Privacy Act of the Philippines (“DPA”)
and its implementing rules and regulations (“IRR”). Contractor warrants and represents
that, in such event, it shall comply with the DPA and its IRR, including the appointment of
a Data Protection Officer and the establishment of data protection measures, and that all
Personal Information or Sensitive Personal Information, as these terms may be defined by
the DPA and its IRR, shall only be acquired and processed by Contractor or its employees
and agents with the express written consent of the Data Subjects (as defined by the law)
shall only be used for lawful purposes. Contractor further warrants and represents that it
and its employees and agents, as the case may be, shall fully comply with the provisions of
the DPA and its IRR with respect to the processing of such Personal Information or
Sensitive Personal Information. In the event that a subcontracting arrangement is allowed
under the terms of this Agreement, Contractor shall ensure that its subcontractor is bound
by contract to have proper safeguards in place that will ensure the confidentiality, integrity
and availability of the personal data processed, prevent its use for unauthorized purposes,
and generally, comply with the requirements of the DPA, its IRR and other applicable laws
for processing of personal data, and other issuances of the National Privacy Commission.
SMFG Standard
Contractor shall defend, indemnify, and hold harmless the Owner and its subsidiaries,
affiliates, and their respective officers, directors, employees, agents, successors and
permitted assigns from and against all losses, damages, liabilities, deficiencies, actions,
judgments, interest, award, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys’ fees and costs, arising out of or resulting from the failure of
Contractor or its employees, officers, agents or subcontractor to comply with any of their
obligations herein.
20.07 The parties agree that in the event any of the provisions of this Agreement is later
found or declared to be invalid, illegal, or unenforceable by competent authority, the other
provisions of this Agreement not found or declared invalid, illegal, or unenforceable shall
remain in force and effect. Moreover, the parties shall promptly meet in good faith to
agree on alternative provisions that will achieve the same result as the provisions declared
invalid, illegal, or unenforceable.
20.08 It is understood and expressly agreed by the parties that the obligations created
under this Agreement shall not enjoy any priority or preference or special privilege
whatsoever over any indebtedness or obligation of Owner. Accordingly, Contractor hereby
waives and renounces absolutely and unconditionally whatever priorities or preference it
may have under Article 2244, paragraph 14 of the Civil Code of the Philippines.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized signatories as of the date and at the place first written
above.
(Name of Owner) By :
SMFG Standard
By :
.
[Authorized Signatory]
[Designation] .
[Designation]
.
[Designation] .
[Designation]
(Name of Contractor)
WITNESSES
_______________________ _______________________
SMFG Standard
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)

CITY OF ____________________)
BEFORE ME, A Notary Public for and in the city of _______________, this
day of _______________________- 20_____, personally appeared:
Name Govt Issued ID No. Date/Place Issued
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)

CITY OF ____________________)
BEFORE ME, A Notary Public for and in the city of _______________, this
day of _______________________- 20_____, personally appeared:
Name Govt Issued ID No. Date/Place Issued

SMFG Standard
GENERAL CONDITIONS
GC-1 CONFLICTS BETWEEN THE AGREEMENT AND THE OTHER

CONTRACT DOCUMENTS
The Contract Documents, Specifications and Drawings are mutually

complementary. What is noted in one, although not shown in the other,
shall be considered contained in all. In case of conflict, the Specifications
will prevail over the Drawings. In general, the Contract Documents shall
have the following sequence of priority and importance, prevailing over the
other, in so far as their statement(s) or phrase(s) are in conflict:
a. Agreement;
b. Bid Documents (Invitation to Bid; Description of Package;

Summary Important Information and dates; Instructions to Bidders;
Form of Agreement; Bid Bulletins; Clarificatory Correspondences;
Minutes of Pre-bid Conferences;
c. General Conditions;
d. Special Conditions of Agreement (if any), including minutes of

meetings, whether before or after the execution of the Agreement;
e. Technical Specifications;
f. Drawings, plans & details.
GC-2 CONTRACTOR’S REPRESENTATIONS & WARRANTIES
a. The Contractor admits that it has inspected the site and areas where the
work will be performed; that it has informed itself fully as to the
conditions which might affect the nature, extent and cost of the work
required; that it is acquainted with every detail of the scope of work
and supply drawings and specifications necessary for carrying out the
work; that it has examined the site and surrounding premises before
submitting his proposal; that it has inspected the conditions of the
premises for any obstruction, actual elevation and excavations and
filling necessary for carrying out the work that the Owner shall in no
way be responsible for any costs or expenses which may develop on
account of failure of the Contractor to make an accurate examination of
present or future factors that may affect the cost of execution.
b. The Contractor warrants that it has sufficient operating capital to

perform and complete the work without relying upon advances or
payments from the Owner; that it has sufficient and adequate
equipment, tools and other materials that may be needed in the work;
that it has the required knowledge, experience and professional
competence to undertake the work; that it has experienced, skilled and
professionally equipped personnel to be assigned for this purpose; that
the method or process it will follow is the one that will best accomplish
the desired results; that it will provide workmanship which is first class
in every particular aspect and that it will be able to complete the work
within the time of completion, without extension, as provided in the
Agreement.
SMFG Standard
c. The Contractor warrants that it is not insolvent or is not in imminent

danger of insolvency; that there is no petition, action or proceeding,
whether judicial or extra-judicial, to declare the Contractor insolvent or
for suspension of payments to creditors; that it has not met with
creditors nor does it plan to do so to suspend payment of its accounts;
that until completion of the work and the expiration of the warranty
period there will be no action, petition or proceeding or meeting,
whether judicial or extra-judicial, initiated by the Contractor or by any
person to declare the Contractor insolvent or for suspension of the
payment of its account; that it regularly pays the salaries and wages or
other money claims of its suppliers of materials, equipment and
services, and that it has not done anything nor will do anything by
which a banking or financing institution may declare it a bad credit risk.
d. The Contractor admits and agrees that if any of the representations

above are found to be false, or that if it violates any of the warranties
enumerated above, whether the falsity of the representation or the
violation of the warranty be found in good faith, irrespective of the
alleged insubstantial nature of the misrepresentation of the violation of
warranty, without regard to the progress or the manner or execution of
the work, the Owner in its absolute discretion, may rescind the
Agreement for such decision and without prejudice to the employment
or pursuit of other remedies including collection of damages against the
Contractor.
GC-3 RELEASE OF RETENTION
The Ten Percent (10%) of the contract amount shall be retained against
amount shall be paid by Owner to Contractor, without interest, sixty (60)
days after Provisional Acceptance of the work by the Owner and upon
formal request of the Contractor subject to the submission of the ( )
year Guarantee Workmanship Bond (Warranty Bond) as specified in the
Agreement.
GC-4 EFFECT OF PAYMENT
The payment of the progress billing and the release to the Contractor of the
retained amount shall not be construed as an admission by the Owner that
the Contractor has satisfactorily performed or is satisfactorily performing
the work in accordance with plans and specifications, or that such work is
free from defects of any kind, hidden or otherwise, or that the Contractor is
not guilty of violating, or that the Contractor is complying or has complied
with the provisions, terms, and conditions of the Agreement or of any of
the Contractor’s obligations thereunder.
GC-5 WITHHOLDING OF PAYMENT
Notwithstanding the above, the Owner shall have the right to withhold any
payments in case of any claim against the Contractor for labor, services,
supplies and/or materials, or the rentals for the use of tools and equipment,
or in case of non-compliance or defective or irregular compliance with any
of the Contractor’s obligations under the Agreement.
GC-6 EXTRA/ADDITIONAL WORK

SMFG Standard
Any variation in or of the scope of work as defined in the Agreement shall

be deemed an alteration. The Owner and/or Project/Construction Manager
with the approval of Owner may make any alteration in or of the form,
quality or quantity of the work or any part thereof that may in its opinion,
be necessary and desirable, and shall have the power to order the
Contractor to do, and the latter shall do, any of the following:
(i) Increase or decrease the quantity of any work included in the

Agreement;
(ii) Omit any such work;
(iii) Change the levels, positions and dimensions of any part of the
works;
(iv) Execute alterations of any kind necessary for the completion of the
work.
Extra works when necessary for the completion of the Project, including
the time frame shall be done with prior approval by the Owner. The prices
shall be based on the bid price (unit cost) of similar or applicable pay items.
No extra work shall be paid by the Owner unless authorized by written
agreement of the parties, specifically stating the extra work to be
performed, the contract price, and date of completion. If the extra work
can be performed separately from the work, such extra work shall be
deemed to be completely separately worked under a separate contract.
Minor alterations shall be undertaken by Contractor at no cost to the
Owner.
GC-7 COMPLETION AND ACCEPTANCE
Upon completion of the work, written notice thereof shall be served by the
Contractor to the Owner through the Project/Construction Manager. Upon
receipt of said notice, the Project/Construction Manager shall inspect the
Works to determine if it has been satisfactorily performed and completed in
accordance with the Agreement. If the Project/Construction Manager
determines that the Work has not been satisfactorily performed and
completed, it shall so advise the Contractor and specify the unsatisfactory
portion or portions of the work; whereupon, the Contractor shall proceed
to perform and complete the work accordingly. If the Project/Construction
Manager determines that the work has been satisfactorily performed and
completed, it shall so advise the Contractor and recommend the issuance of
the Certificate of Provisional Acceptance to the Owner. The period of
warranty shall commence to run from the date the Work is provisionally
accepted in writing by the Owner. At the expiry of the Warranty Period and
if and when all defects have been corrected by Contractor, Owner shall
issue the Certificate of Final Acceptance.
GC-8 REMOVAL OF UNFIT EMPLOYEES
The Contractor shall provide and employ on the Project site in connection
with the execution of the work only such representatives, foremen and
leadmen as are competent to give proper supervision to the work they are
required to supervise; and such skilled, semiskilled or unskilled labor as is
necessary for the proper and timely execution and completion of the
Works. The Project/Construction Manager shall have the right to object to
and require the Contractor to remove from the work any person employed
by the Contractor in the execution of the work who in the opinion of said
Project/Construction Manager misconducts himself, or is incompetent or
SMFG Standard
negligent, in the proper performance of his duties or whose employment is

otherwise reasonably considered by said Project/Construction Manager to
be undesirable. Such employee so removed shall not again be employed in
the execution of the work and shall be immediately replaced by a
competent substitute approved by the Project/Construction Manager.
GC-9 MATERIALS AND WORKMANSHIP
a. All materials and workmanship shall be of the respective kinds

described in the Agreement and in the plans and specifications and in
accordance with the instructions of the Project/Construction Manager
and shall be subjected from time to time to such tests as the
Project/Construction Manager may direct. The Contractor shall
provide such assistance, instruments, machines, labor and materials as
are normally required for examining, measuring and testing work and
all the costs of such tests, including samples, shall be for the account of
the Contractor. During the progress of the work, the
Project/Construction Manager shall have the power to order in writing
from time to time the Contractor to (i) remove from the Project site any
materials which in the opinion of the Project/Construction Manager are
not in accordance with the Agreement; (2) substitute the proper and
suitable materials; or (3) remove and re-execute any work which in
respect to the materials or workmanship is not in accordance with the
Agreement.
b. When required by the Project/Construction Manager, the Contractor

shall present the “TEST CERTIFICATE(s)” based on necessary tests to
show that the materials are in conformity with the specifications.
c. The Contractor shall provide quality control staff to supervise and

conduct quality control and testing of materials.
GC-10 CONTRACTOR’S LIABILITY
a. In case materials provided by the Owner are turned over to the custody,
safekeeping and/or use of Contractor, or in case the Owner allows the
Contractor to use Owner-provided tools and equipment or materials,
for the purpose of executing the work or any part thereof, are lost or
damaged due to circumstances not directly attributable to the fault of
the Owner, the Contractor shall pay to the Owner the total replacement
cost or value of the materials, tools or equipment lost or damaged
immediately upon demand of the or Owner at such cost as determined
exclusively by the Owner.
b. It is clearly understood that the employees or workers of the

Contractor are not and shall never be deemed the employees or
workers of the Owner or the Project/Construction Manager. The
Contractor warrants to pay its employees or workers in accordance
with the Labor Code of the Philippines, as amended by applicable
decrees, rules and regulations, especially as regards minimum wage,
hours of work and compulsory allowances. The Contractor hereby
undertakes to have its employees or workers covered by and make the
proper remittances and contributions to, the Social Security System,
Philhealth, and the Home Development Mutual Fund (“HDMF”).
Accordingly, the Contractor hereby holds the Owner free and harmless
against any and all claims of its employees or workers under said laws,
SMFG Standard
decrees, rules and regulations, as well as under the provisions of the

Agreement.
c. The Contractor shall take all necessary precautions and exercise due
care and diligence in the execution of the work contracted for herein so
as not to cause injury, damage or loss to person and property. The
Contractor shall hold the Owner free and harmless from all claims for
injuries, damages or losses to persons, and shall indemnify it for
whatever payments, fines or damages it is made to pay or suffer or
attributable to the fault, negligence or deliberate act of the Contractor
or any of its employees or workers in the execution of the work.
Accordingly, the Contractor shall obtain and keep in force during the
lifetime of the Agreement adequate insurance coverage including third-
party liability and all-risk insurance coverage.
d. Any damage to or loss of property sustained by the Contractor, and any

injury or death suffered by its employees or workers, in the
performance of the work herein contracted for shall be the sole
responsibility and liability of the Contractor, except where the same is
entirely and exclusively due to the fault and negligence of the Owner.
It shall be the Contractor’s duty to protect itself at its own expense
with adequate insurance coverage for such responsibility and liability
until the work is satisfactorily completed and accepted by the
Project/Construction Manager and the Owner.
e. Nothing herein provided shall preclude the right of the Owner to

recover the value of any loss on the insurance policy or policies issued
by Contractor even in those cases where there was direct fault or
negligence on the part of the Project/Construction Manager’s or
Owner’s officers and employees.
GC-11 PRODUCTION OF PAYROLLS, VOUCHERS AND OTHER

PAPERS
The Contractor shall, upon demand by the Owner, Project/Construction

Manager, produce and make available for inspection, examination and/or
reproduction his payrolls, vouchers and other papers in order to ascertain
that the Contractor has fully complied, or is fully complying with his
obligations including official receipts of payments of the required
contributions and fees to the Social Security System, Philhealth and
HDMF, as well as payments for taxes due to the government by reason of
the work. Failure or refusal by the Contractor to comply with such
demand shall be sufficient grounds for the Owner to withhold any payment
due to Contractor until he complies therewith and/or to terminate the
Agreement.
GC-12 FURTHER ASSIGNMENT/SUBCONTRACTING
The Contractor shall not further assign, transfer, pledge, subcontract or

make any other disposition of the Agreement or any part thereof or any
interest therein without the prior written consent and approval of the
Project/Construction Manager. Such consent and approval, if given, shall
not in any way relieve the Contractor from liability, obligation or
responsibility under the Agreement and he shall be fully responsible to the
Owner for the acts or omissions of his subcontractor as he is for the acts
and omissions of his employees. It is expressly understood that nothing
SMFG Standard
herein shall create any contractual relation between any subcontractor of

the Contractor and the Owner.
GC-13 CONTRACTOR TO KEEP PREMISES CLEAN
The Contractor shall, at all times, keep the premises free from
accumulation of waste materials or rubbish caused by his employees. Upon
completion of the work, the Contractor shall, as directed by the
Project/Construction Manager, remove from the plant site all temporary
structures, rubbish, tools, scaffoldings and waste materials and shall leave
the work in a clean state. In case the Contractor fails to do so, the
Project/Construction Manager may undertake the cleaning and charge
expenses incurred to the Contractor.
GC-14 WARRANTY
The Contractor shall guarantee the work against all defects in workmanship
and materials furnished by him for the period specified in the Agreement.
In the event that the work or part thereof is found defective and/or not in
compliance with the Agreement and the Contract Documents within the
said period, the Contractor shall, at his own expense, promptly carry out
remedial/corrective measures to correct the defect, errors or omissions
pointed out by the Owner to the satisfaction of the latter. If the Contractor
fails to undertake the said remedial/corrective work within a reasonable
period after due notice, the Project/Construction Manager shall undertake
the said work or have the same undertaken by other contractors, the
expenses and costs for which shall be charged to the Contractor, which the
Owner may deduct from any amount due to the Contractor under the
Agreement and/or from the retention, without prejudice to other forms of
collection should the foregoing be insufficient.
GC-15 RESCISSION/ CANCELLATION/ TERMINATION OF

AGREEMENT
a. Grounds for rescission/cancellation/termination of Agreement:
a.1 The Owner or Project/Construction Manager discovers

facts contrary to or not in accordance with the
representations of Contractor stated in his bid proposal,
quotation, or other communications or as contained in the
Agreement or any Contract Documents.
a.2 The Owner or Project/Construction Manager discovers that

the Contractor (a) has violated or is violating the conditions
of the Agreement, or of any Contract Document, or of the
Contractor’s warranties; (b) has abandoned the work or
without the prior written consent of Owner has assigned the
execution of the work to others; (c) is not performing his
obligations or executing the work in good faith, or in
accordance with the plans and specifications; (d) is not
making such progress in the execution of the work so as to
ensure completion within the period stipulated; or (e) has
shown himself incapable of doing, or incompetent to do, the
work.
SMFG Standard
a.3 The Project/Construction Manager is of the opinion that

Progress of Work is unnecessarily or unreasonably delayed
with a Slippage of at least Seven Percent (7%).
a.4 The Owner decides to suspend, discontinue, or suspend the

execution of the work stated, described, or provided for in
the Agreement; or in all cases where the Owner finds it
more prudent by reason of problems encountered, whatever
may be cause, to suspend or discontinue with the execution
of the work in the Agreement.
b. The Contractor hereby relieves the Owner from liability for any
claims of third parties as a result of the exercise of its right to
cancel, rescind or terminate the Agreement. The Contractor hereby
undertakes to release the Owner from any and all claims, whether
judicial or extra judicial that the Contractor, his employees or third
parties may file against the Owner.
c. The Owner through the Project/Construction Manager shall notify

in writing the Contractor’s bondsmen of rescission, cancellation or
termination of the Agreement.
d. If the rescission, cancellation or termination is due to any fault,

negligence or to any act or omission of the Contractor, the Owner
shall have the right to file damages against the Contractor.
e. The Owner may retain all amounts due the Contractor for approved
billings and the retention fee and apply them to the payment of all
penalties on violations incurred by the Contractor on stipulations in
the different Bid and Contract Documents and damages sustained
by the Owner. The Owner may also refuse to release such amounts
to the Contractor unless he executes in favor of the Owner any
sworn written undertaking as the Owner may direct, in such form
and language that the Owner may require and approve.
e.1 In lieu of rescission, cancellation or termination of the

Agreement, and/or in conjunction therewith, the Owner, at
its option, may direct the Project/Construction Manager to
require the Contractor in writing to undertake remedial
measures to correct the deficiencies or defects discovered or
otherwise indicated by the Owner as necessary to be done in
the work.
e.2 If after two (2) days from such notice, no remedial measures
are undertaken, or the remedial measures being undertaken
are insufficient or inadequate, as adjudged by the
Project/Construction Manager, to correct the defects noted,
the Contractor shall upon written notice from the
Project/Construction Manager, immediately discontinue all
further work and shall immediately vacate the site, leaving
untouched all materials, equipment, tools and supplies on
site which shall be turned over to a duly authorized
representative of the Owner. An inventory thereof shall be
taken and Owner’s inventory shall be immediately confirmed
by Contractor’s representative or any of Contractor’s
officers or employees at the Project site.
SMFG Standard
e.3 The Project/Construction Manager may complete the work

by such means as it may deem advisable, using any or all of
Contractor’s materials, equipment, tools and supplies
remaining on the site.
e.4 In the event that total expenditures of the

Project/Construction Manager in completing the work by
itself or with the help of another contractor, subcontractors
or other third persons, including all payments made on the
Project prior to the rescission, cancellation or termination
shall be less than the contract price, the excess of the
contract price over said total expenditures may be applied to
settle unpaid wages of the Contractor’s laborers who have
actually worked at the Project site to execute the work.
The amount that the Contractor shall pay shall not exceed
whatever is necessary to cover the unpaid balance of their
basic cash wages for time directly and exclusively devoted
to the execution of the work earned after the last payroll
period as reflected in Contractor’s payroll, vouchers and
other papers, but not beyond the effective date of rescission,
cancellation or termination as established in the written
notice to be sent to Contractor and the unpaid balance of
the cost of materials actually utilized in the execution of the
work; provided that if the amount available for this purpose
is not sufficient to pay for all claims, the payment to laborers
shall have precedence over the claims of suppliers of
materials.
e.5 The Owner shall have full authority to sell, mortgage or

dispose of Contractor’s equipment, tools, supplies and
materials, at the cost to be determined by the
Project/Construction Manager, if the Owner shall find it
necessary to do so in order to (i) complete the work at no
cost to the Owner beyond the contract price or, (ii) pay for
the unpaid claims of laborers or of the suppliers of
materials. Nothing herein shall be construed as an
undertaking by the Owner to answer or otherwise be liable
to pay for the unpaid claims of laborers or the suppliers of
materials.
e.6 In case the Owner shall decide to pay such claims, the
Owner shall not in any event pay more than what is
established by the claimants to the full and complete
satisfaction of the Owner as legitimate, subsisting
reasonable and unpaid claims after the corresponding
documents and supporting papers have been executed and
delivered to the Owner, and the corresponding quitclaim, in
such form and with such contents as the Owner may
determine, is executed, duly sworn and delivered to the
Owner within such period, in such copies and in such place
or places that the Owner may in its absolute discretion
determine.
e.7 If the total expenditures incurred in completing the work by

the Project/Construction Manager and/or other contractors
SMFG Standard
including the amount already paid to the Contractor, the

damages that the Contractor has obliged itself to pay as
stated in the Agreement, the Special Conditions, these
General Conditions, or any Bid or Contract Document and
the amount paid to laborers and supplies of materials shall
exceed the contract price, the Contractor and his surety or
sureties shall solidarily be obliged to pay the Owner such
excess upon demand. Any unpaid account shall earn
interest computed at the highest lawful rate of interest
allowed by the Bangko Sentral ng Pilipinas (Central Bank of
the Philippines) at the time of first written demand. In case
it becomes necessary to refer the matter to legal counsel to
enforce the rights of the Owner to demand payment of the
amount due, including interest, the Contractor and the
surety or sureties shall pay attorney’s fees equivalent to
Fifteen Percent (15%) of such amount due, which in no case
shall be less than P 100,000.00 and Five Percent (5%) of
such amount due as expense of collection.
GC-16 FORCE MAJEURE/CONTRACT TIME EXTENSION
a. Any claims for time extension of the Project Schedule due

to Force Majeure shall be subject to approval by the
Project/Construction Manager, at no additional cost to the
Owner. Events of Force Majeure or acts of God include
earthquake, flood, typhoon, cyclone, revolution, war, tidal
wave and other cataclysmic phenomena of nature and
misfortune which are beyond human prudence and foresight.
b. Rain, wind, flood or other natural phenomena of

inconsequential degree in the locality of the Project site shall
not be sufficient ground for time extension.
c. Strikes shall be considered as Force Majeure only if on the

national or regional scale. However, strikes or other work
stoppages caused by concerted mass action on the part of
the Contractor’s employees which are illegal per se or later
determined to be illegal by the National Labor Relations
Commission (NLRC) may be a ground for contract time
extension; provided that strikes arising out of unfair labor
practice as determined by the NLRC shall not be considered
a case of Force Majeure, but a default on the part of
Contractor.
GC-17 ARBITRATION
Any dispute arising from the interpretation of the Contract Documents,

which the Owner and the Contractor are unable to resolve between
themselves, shall be submitted by either party for resolution or decision to a
Board of Arbitrators composed of three (3) members to be chosen as
follows :
a. One (1) member shall each be chosen by the Owner and the
Contractor. The said two (2) members shall in turn select a third
member acceptable to both of them. The decision of the Board of
SMFG Standard
Arbitrators shall, as much possible, be issued within fifteen (15)

days from the first meeting of the Board. The decision reached
through the affirmative vote of at least two (2) members of the
Board shall be final and binding upon the Owner and the
Contractor.
b. Matters not otherwise provided for in the Contract Documents shall

be governed by the provisions of the Construction Arbitration Law
of the Philippines.
The Arbitration or the process thereof shall not be a reason of the

Contractor to suspend work nor shall it affect the period of
completion except that portion of the work that is subject to
Arbitration.
GC-18 SEPARABILITY
The invalidity, in whole or in part, of any provision of these General

Conditions shall not affect the validity of the other provisions hereof.
GC-19 REFERENCE DRAWINGS
It is understood that the drawings furnished to the Contractor are for

reference purposes only and actual field conditions shall prevail. Within
reasonable time upon the award of contract and before the start of actual
work, the Contractor shall submit three (3) sets of fabrication and erection
drawings to the Project/Construction Manager for review and approval
providing sufficient time to prevent delay in the start of work. One (1) set
of approved drawings will be returned to the Contractor, and two (2) sets
shall be retained by the Project/Construction Manager. Further, the
Contractor is required to submit As-Built drawings should there be any.
Other requirements not specified in this tender but required for the
completion of the work shall be the sole responsibility of the Contractor.
GC-20 UTILITIES DURING CONSTRUCTION
The Contractor shall provide all electrical lines, transformers, welding

equipment, generator sets, other appliances and utilities to be used during
the construction.
GC-21 PERMITS
The Contractor shall be responsible for the application and preservation of

the necessary building permits. Further, the Contractor shall provide all the
necessary permits involving their scope of responsibility as may be required
by any concerned government agency.
GC-22 NOTICE TO PROCEED
The Contractor expressly agrees to commence the work not later than
seven (7) days from receipt of the “NOTICE TO PROCEED” or the
effectivity of the Agreement, whichever is earlier. The Contractor shall see
to it that the scope of work is properly covered under the “All Risk
Insurance” before the commencement of the work. The insurance company
shall be accredited by the Owner.
SMFG Standard
GC-23 CONTRACTOR’S EQUIPMENT AND TOOLS
The safety of all equipment, hardware, tools, and other items owned and
used by the Contractor in the Project site or Owner’s compound during the
course of the Project shall be the responsibility of the Contractor. These
shall be covered with appropriate official delivery receipts. No entry/exit
to/from the Project site shall be entertained without the supporting delivery
receipts.
GC-24 CONTRACTOR’S EMPLOYEES’ BEHAVIOUR
Contractor should be adept/acquainted with the Owner’s In-Plant rules or

regulations.
Contractor’s employees are not allowed to roam around the premises of the
Project site.
Contractor shall observe prohibition on horseplaying.
Contractor shall perform housekeeping for every shift.
GC-25 GENERAL SAFETY INSTRUCTIONS
25.1 The Contractor shall be responsible for the safety of its employees. It shall
designate/assign a Safety Engineer for the Project.
25.2 The Contractor is expected to take all necessary precautions to protect life
and property site during construction/installation/fabrication period. The
Contractor shall assume responsibility for any accident that may arise
during the performance of the work.
25.3 All work practices shall conform to the Owner’s or Contractor’s Safety
Program and generally accepted practice of safety in construction.
25.4 The Contractor shall make arrangements and secure the necessary work
permits from the Safety Officer and Project-In-Charge.
25.5 Before the start of the work, the Contractor shall see to it that personal
protective equipment is used by all of its employees.
25.6 In any event, if unsafe conditions exist, the Safety Officer or the Project-In-
Charge shall have the right to stop the whole operation or work regardless
of cost on the part of the Contractor.
25.7 The resumption of Works can only proceed after the correction of the
unsafe condition(s) and when the Safety Officer is satisfied with the
correction.
25.8 No hot works shall be started without the proper clearance from the Safety
Officer.
25.9 The Contractor shall provide and properly maintain warning signs,
barricades and other safeguards at the work site for the protection of
workmen and other persons at the site as required by the condition and
progress of work.
SMFG Standard
25.10 Special attention must be given to prevent the falling of materials,

equipment or tools when working overhead. Protection shall be installed to
safeguard the Contractor’s, Project/Construction Manager’s and the
Owner’s personnel from any falling materials.
25.11 Determination of safety needs of the personnel shall be made by both

parties before the Agreement is finalized.
25.12 Meetings on the safety of the Works shall be held regularly by the
Contractor.
25.13 Adequate safety instructions should be given by the Contractor to its

employees.
25.14 Contractor shall provide applicable personal protective devices to its

employees while working inside the plant such as :
Safety hats
Eye protection for specific jobs
Safety shoes
Respiration for specific areas
Safety belts, lifeline for high place or work or critical areas
Safety nets for high rise structures
Uniforms
25.15 In the event of refusal to use personnel protection devices, the Safety
Officer shall have the right to order the security guards to accompany the
concerned personnel out of the compound.
25.16 Any disabling injury must be reported to the designated Safety Officer.
25.17 The Contractor must make arrangements for first aid and medical treatment
for any injured employee.
25.18 Contractor must exercise all safety rules on fire prevention and protection.
25.19 All excavation must be backfilled upon completion of work and excavated
soil materials must be disposed to areas designated by the
Project/Construction Manager to prevent accidents.
GC-26 MACHINERY AND MOTOR VEHICLES
26.1 Contractor’s motor vehicles should be in safe operating condition and

should be driven by properly licensed drivers.
26.2 Traffic rules must be observed inside the plant and Project site.
26.3 Parking of Contractor’s motor vehicles must be at the designated areas

assigned by the Owner or the Project/Construction Manager.
GC-27 STORAGE YARDS, ON-SITE HANDLING
The Contractor shall be responsible for providing suitable storage yards

consisting of compacted crushed stone paved areas including the required
maneuvering areas for loading/unloading and fencing according to
SMFG Standard
Contractor’s requirements. The Contractor shall likewise be responsible for

the unloading of all locally manufactured, all locally-procured and all
imported materials, mechanical parts, and equipment, and all the
withdrawal thereof from Owner’s designated storage area/warehouse to the
immediate vicinity of the construction site.
GC-28 TEMPORARY SITE INSTALLATIONS
The Contractor shall provide at his own cost the following;
28.1 Auxiliary materials, equipment, tools, etc., required for carrying out the
construction works to the site in conformity with the Agreement.
28.2 Power generator and water for use in fabrication works outside the Project
site.
28.2.1 On-site power generator should there be failure in the Owner

supplied power, to ensure continuity of work.
28.2.2 On-site water should there be failure in the Owner-supplied water,

to ensure continuity of work
28.3 Site office set up, fully equipped, including field comfort rooms for all its
employees.
GC-29 SUPERVISION
29.1 The Contractor shall constantly keep competent Project supervision in the
site throughout the progress of the Project. Strict supervision is likewise
enjoined. The Contractor expressly agrees to follow instructions given by
the Owner’s representative or by the Project/Construction Manager.
29.2 The Contractor shall submit to the Project/Construction Manager’s Project

Management Group at the construction site, a list of qualified staff
including their respective Reserve and Filled Organization Chart upon
receipt of “NOTICE TO PROCEED” from the Owner.
GC-30 SUPPLEMENTARY WORKS
If upon due notice, Contractor is unable to supplement personnel,

equipment and materials to restore project accomplishment to desired
original or amended updated schedules, the Owner or his representative
shall have the right to supplement Contractor’s work force, equipment or
materials by using other contractors at site who have participated in the
project bidding but lost. These other contractors will be paid directly by the
Owner for such work. Price differentials between the project Contractor
and the contractor supplementing the work will be charged against the
Contractor via reduction in Progress Billings and/or Release of Retention.
GC-31 COMMISSIONING WORKS
The Contractor shall provide adequate labor assistance for the testing and
commissioning works until the plant is in operation or until the Project
acceptance.
SMFG Standard
GC-32 WORKMANSHIP
The Contractor shall present only good workmanship in accordance with

accepted standard construction/fabrication/installation practices. Any faulty
workmanship shall be rectified at the expense of the Contractor and within
a reasonable time not prejudicial to the Owner.
GC-33 EXCESS MATERIALS
33.1 The Contractor shall return all excess materials upon completion of the
Project.
33.2 Excess materials supplied by the Contractor supposedly included in the

supply/work but was not installed as opted by the Contractor, shall become
the property of the Owner and to be hauled by the Contractor to an area
designated by the Project/Construction Manager.
33.3 Excess materials supplied by the Contractor but not included in the scope
of supply may be taken out of the plant only upon issuance of a gate pass
approved by the Owner and only upon endorsement by
Project/Construction Manager.
GC-34 HOUSEKEEPING
34.1 The Contractor shall maintain at all times during the performance of his
work a reasonable level of cleanliness to the complete satisfaction of the
Project/Construction Manager.
34.2 All scrap materials and discards from delivery/packing crates shall be
hauled to the designated scrap disposal area, and all excess excavated
materials shall be disposed to the reclamation or area to be backfilled by the
Contractor.
GC-35 PROJECT PLANNING AND REPORTING
35.1 Construction Schedule
Apart from the Summary PERT/CPM Network Schedule to form part of

the Contract Documents, the Contractor shall submit to the
Project/Construction Manager, the following documents on the first project
coordination meeting.
35.2 Construction Schedule Details
This schedule in Gantt Chart Form shall show the relative weights of each
job, physical accomplishment of each job, schedule of accomplishment
monthly and cumulative, and physical accomplishment of the project.
35.3 Detailed PERT/CPM Network
The CPM Network should display, among others, the critical path, the
earliest/latest start and finish duration and slack/float of each job.
35.4 S-Curve
SMFG Standard
The schedule S-Curve and actual curve shall be superimposed on the

construction schedule summary or in a separate sheet.
35.5 Planned Equipment Utilization
All construction equipment identified to be used during the project

execution shall be listed and its planned utilization indicated in weekly or
monthly frequency.
35.6 Manpower Loading Chart
A Manpower Loading Chart shall be prepared for Direct Labor only, the X-
axis being the Project Schedule or term of this Agreement, and Y-axis being
the Direct Labor Number.
35.7 Manpower Schedule
A Manpower Schedule is a list at all positions from Project Manager to

laborer indicating the periodic (weekly or monthly) total for the contract
duration.
35.8 Monthly Progress Report
Contractor shall submit his Monthly Progress Report to the

Project/Construction Manager not later than the fifth (5 th) day of the
following month. It shall consist of the following:
Construction Schedule Summary

S S-curve
Manpower Loading Chart
Manpower Schedule
Equipment Utilization - Actual / Planned
Detailed Quantity Accomplishment
The above documents shall include a brief discussion of variances, such as

the causes, and other remedial measures, and action plan to combat and if
possible, eradicate potential problems that may arise.
35.9 Daily Progress Report
The Contractor shall maintain a progress record in duplicate on a daily

basis, which will be presented to the Project/Construction Manager on a
regular basis and upon demand. The detailed content of the progress record
shall be discussed with the Owner for purposes of progress billing.
35.10 Weekly Planning Schedule
Contractor shall submit a detailed plan of activities every Monday not later
than 9:00 AM for the current week of activities. Any activity included but
not part of the original schedule shall be supported and justified.
35.11 Planning Update
Should there be factors that would affect the original plan of activities, the
Contractor should update its CPM Network, Gantt Chart, S-Curve,
SMFG Standard
Manpower Utilization and Equipment Utilization and furnish copies to the

Project/Construction Manager immediately.
35.12 Progress Billing Supporting Documents
Each monthly progress billing will be supported by the following:
Construction Schedule Summary with S-Curve

Detailed Quantity Accomplishment
Calculation with sketch of quantities billed
Bar Cutting Schedule - approved by Owner
Affidavit to declare that all suppliers, manpower payroll,
and other third party obligations have been paid for the
period billed
The Owner shall have the option to withhold payment pending

compliance of the above mentioned requirements.
35.13 Revised Schedule
If the Progress of work has a slippage of at least (-) Five Percent

(5%), Contractor shall immediately prepare a revised schedule to
meet the original target dates. In the revised construction schedule
summary, the original and revised Bar and S-curve shall
immediately be indicated which shall be submitted to the Owner
with a brief explanation of its circumstances. The Contractor shall
provide additional construction equipment manpower, etc., in order
to catch up with any delay in their schedule.

TEMPLATE - (LOCAL) Standard Agreement

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

TEMPLATE - (LOCAL) Standard Agreement

Uploaded by

Copyright:

Available Formats

SMFG Standard Form No.

22 SMPF OGC Ref No 19-025

This Construction Agreement (the “Agreement”) is made and entered as

, a corporation duly organized and existing under

WHEREAS, Owner is engaged, among others, in the business of

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1. DEFINITIONS AND INTERPRETATION

“Project” shall refer to the , which the Owner intends

ARTICLE 2. DESCRIPTION OF WORK

ARTICLE 3. CONTRACT DOCUMENTS

a. Annex A - Description of Works, Total Contract Price, Terms of Payment, Down

b. Annex B - Bid Documents (Invitation to Bid, Description of Package, Important

c. Annex C - General Conditions

d. Annex D - Project Schedule

e. Annex E - Technical Specifications, Drawings, Plans and Details

3.04 In case of any discrepancy or any defective description, error, omission or

ARTICLE 4. RESPONSIBILITIES OF THE CONTRACTOR

a. Responsibility for and Supervision of Construction. Contractor shall be solely

gf. Responsibility for Negligence of Employees and Subcontractors. Contractor assumes

ARTICLE 5. RIGHTS AND RESPONSIBILITIES OF THE OWNER AND THE

5.01 Owner shall be represented in the implementation of this Agreement by the

5.03 The Project/Construction Manager and/or his representative(s) may, after

ARTICLE 6. CONTRACT PRICE

ARTICLE 7. MANNER OF PAYMENT

ARTICLE 8. CONTRACT TIME

8.04 Contractor shall submit a formal report in writing to the Project/Construction

ARTICLE 9. CONTRACTOR’S GUARANTEE OF WORKS AND LIABILITY

ARTICLE 10. CONTRACTOR’S INSURANCES AND BONDS

10.1.1 Down Payment Surety Bond

10.1.2 Surety Bond

The Contractor agrees to provide the Owner, at Contractor’s expense, a Surety

10.04 Contractor’s All Risk (CAR) / Erection All-Risk (EAR) Insurance

10.043 Contractor’s All Risk (CAR) / Erection All-Risk (EAR) Insurance

10.06 Guarantee Workmanship Bond (Warranty Bond)

Prior to the Owner’s issuance of a Certificate of Provisional Acceptance, the Contractor

The said Guarantee Workmanship Bond should be issued by an insurance or surety

ARTICLE 11. MONEY TO BE RETAINED TO COVER LIENS

11.02 All amounts so withheld as retention money shall be paid to Contractor

ARTICLE 12. WORK CHANGES

ARTICLE 13. OPTION TO COMPLETE WORKS, TAKE-OVER

13.02 Should the Project/Construction Manager be required to take-over the Works of

ARTICLE 14. SUBCONTRACTING OF THE WORKS

ARTICLE 15. TERMINATION

ARTICLE 16. INDEPENDENCE OF CONTRACTOR

There being no employer-employee relationship between Owner and such Contractor’s

ARTICLE 17. NOTICES

17.01 Contractor’s contact details are:

17.02 Owner’s contact details are:

Any communication or notice so given shall be deemed to have been given:

(a) If delivered personally, on the day of personal delivery;

(c) If transmitted by facsimile, on receipt by the sender of a transmission control

17.04 The language to be used in communications between Owner and Contractor

ARTICLE 18. FORCE MAJEURE

ARTICLE 19. REPRESENTATIONS AND WARRANTIES

19.01 Representations and Warranties of the Contractor. Contractor hereby represents

(g) There is no action, suit, or proceeding, pending or threatened, against or affecting

19.03 Survival of Representations and Warranties

(b) Any investigation or examination conducted by or on behalf of Owner or any other

19.04 Indemnity for Breach of Representations and Warranties

ARTICLE 20. MISCELLANEOUS

REPUBLIC OF THE PHILIPPINES)

Name Govt Issued ID No. Date/Place Issued

REPUBLIC OF THE PHILIPPINES)