Manila Water Company, Inc.

Design and Construction of 10ML Concrete Reservoir at Eastridge

Angono Rizal

EXHIBIT "A"

CONSTRUCTION CONTRACT GENERAL CONDITIONS

TABLE OF CONTENTS

GC Title Page

1 ENTIRE AGREEMENT 3
2 INDEPENDENT CONTRACTOR 3
3 AUTHORIZED REPRESENTATIVES 3
4 NOTICES 3
5 CONTRACT INTERPRETATION 3
6 ORDER OF PRECEDENCE 4
7 STANDARDS AND CODES 4
8 LAWS AND REGULATIONS 4
9 PERMITS 4
10 TAXES 4
11 LABOR, PERSONNEL AND WORK RULES 5
12 COMMERCIAL ACTIVITIES 6
13 PUBLICITY AND ADVERTISING 6
14 SAFETY AND HEALTH 6
15 ENVIRONMENTAL REQUIREMENTS 7
16 SITE CONDITIONS AND NATURAL RESOURCES 7
17 DIFFERING SITE CONDITIONS 8
18 TITLE TO MATERIALS FOUND 8
19 SURVEY CONTROL POINTS AND LAYOUTS 9
20 CONTRACTOR'S WORK AREA 9
21 CLEANING UP 9
22 COOPERATION WITH OTHERS 9
23 RESPONSIBILITY FOR WORK, SECURITY AND PROPERTY 9
24 CONTRACTOR'S PLANT, EQUIPMENT AND FACILITIES 10
25 ILLUMINATION 11
26 USE OF COMPLETED PORTIONS OF WORK 11
27 USE OF MWC’S CONSTRUCTION EQUIPMENT OR FACILITIES 11
Rev. O / 16 April 2009 Page 1 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
28 INSPECTION, QUALITY SURVEILLANCE, REJECTION 12
OF MATERIALS AND WORKMANSHIP
29 TESTING 12
30 EXPEDITING 13
31 EXCUSABLE DELAYS 13
32 FORCE MAJEURE 13
33 CHANGES 14
34 DISPUTE RESOLUTION 15
35 RECORDS AND AUDIT 15
36 WARRANTY 15
37 BACKCHARGES 16
38 INDEMNITY 17
39 PATENT AND INTELLECTUAL PROPERTY INDEMNITY 17
40 ASSIGNMENTS AND SUBCONTRACTS 18
41 SUSPENSION 18
42 TERMINATION FOR DEFAULT 19
43 OPTIONAL TERMINATION 20
44 FINAL INSPECTION AND ACCEPT ANCE 21
45 NON-WAIVER 21

Rev. O / 16 April 2009 Page 2 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
 EXHIBIT “A”

CONSTRUCTION CONTRACT

GENERAL CONDITIONS

GC-1 ENTIRE AGREEMENT

This Contract embodies the entire agreement between Manila Water Company, Inc. (Manila
Water) (Established for the purposes of operating a Concession Agreement between the
Metropolitan Waterworks and Sewerage System (MWSS) and the Manila Water Company, Inc.
(Manila Water)) and the CONTRACTOR and supersedes all other writings. The parties shall not
be bound by, or be liable for any statement, representation, promise, inducement or
understanding not set forth herein.

GC-2 INDEPENDENT CONTRACTOR

CONTRACTOR represents that it is fully experienced, properly qualified, registered, licensed,

equipped, organized, and financed to perform the Work under this Contract. CONTRACTOR
shall act as an independent contractor and not as the agent of Manila Water in performing this
Contract, maintaining complete control over its employees and all of its Lower-Tier suppliers and
subcontractors. Nothing contained in this Contract or any Lower-Tier purchase order or
subcontract awarded by CONTRACTOR shall create any contractual relationship between any
Lower-Tier supplier or subcontractor and Manila Water. CONTRACTOR shall perform the Work
hereunder in accordance with its own methods subject to compliance with the Contract.

GC-3 AUTHORIZED REPRESENTATIVES

Before starting work, CONTRACTOR shall designate in writing an authorized representative

acceptable to Manila Water to represent and act for CONTRACTOR and shall specify any and all
limitations of such representative's authority. Such representative shall be present or be
represented at the Jobsite at all times when work is in progress and shall be empowered to
receive communications in accordance with this Contract on behalf of CONTRACTOR. During
periods when the Work is suspended, arrangements shall be made for an authorized
representative acceptable to Manila Water for any emergency work that may be required. All
communications given to the authorized representative by Manila Water in accordance with this
Contract shall be binding upon CONTRACTOR. Manila Water shall designate in writing one or
more representatives to represent and act for Manila Water and to receive communications from
CONTRACTOR. Notification of changes of authorized representatives of either Manila Water or
CONTRACTOR shall be provided in advance, in writing, to the other party.

GC-4 NOTICES

Any notices provided for under this contract shall be in writing, addressed to the authorized
representative and shall served either personally on the authorized representative of the receiving
party at the Jobsite or by certified mail to the address of that party as shown on the face of the
Contract Form of Agreement or at such address as may have been directed by written notice. All
notices shall state the contract number in bold letters. The names of the authorized
representatives of the parties shall be stated in the special conditions of contract (Exhibit B)

GC-5 CONTRACT INTERPRETATION

All questions concerning interpretation or clarification of this Contract or applicable standards and
codes, including the discovery of conflicts, discrepancies, errors or omissions, or the acceptable
performance thereof by CONTRACTOR, shall be immediately submitted in writing to Manila
Water for resolution. Subject to the provisions of the General Condition titled “GC-33 CHANGES”,
all determinations, instructions, and clarifications of Manila Water shall be final and conclusive
unless determined to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as
Rev. O / 16 April 2009 Page 3 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
necessarily to imply bad faith, or not supported by substantial evidence. At all times
CONTRACTOR shall proceed with the Work in accordance with the determinations, instructions,
and clarifications of Manila Water. CONTRACTOR shall be solely responsible for requesting
instructions or interpretations and shall be solely liable for any costs and expenses arising from its
failure to do so.

GC-6 ORDER OF PRECEDENCE

All Contract Documents and subsequently issued Change Notices/Orders and Amendments are
essential parts of this Contract and a requirement occurring in one is binding as though occurring
in all. In resolving conflicts, discrepancies, errors or omissions the following order of precedence
shall be used:

1. Contract Change Notices and Amendments, if any

2.Contract Form of Agreement
3.Exhibit "B" - Construction Contract Special Conditions
4.Exhibit "A" - Construction Contract General Conditions
5.Exhibit "C" - Quantities, Pricing and Data
6.Exhibit "D" - Terms of Reference

GC-7 STANDARDS AND CODES

Wherever references are made in this Contract to standards or codes in accordance with which
the Work under this Contract is to be performed, the edition or revision of the standards or codes
current on the effective date of this Contract shall apply unless otherwise expressly stated. In
case of conflict between any referenced standards and codes and any Contract Documents, the
Contract Documents shall govern.

GC-8 LAWS AND REGULATIONS

All applicable laws, ordinances, statutes, rules, regulations, orders or decrees of the Republic of
the Philippines in effect at the time the Work under this Contract is performed shall apply to
CONTRACTOR and its employees and representatives.

If CONTRACTOR discovers any discrepancy or inconsistency between this Contract and any law,
ordinance, statute, rule, regulation, order, or decree, CONTRACTOR shall immediately notify
Manila Water, in writing.

GC-9 PERMITS

Except as otherwise specified in Exhibit “B”, Special Condition, “SC-6, PERMITS,”

CONTRACTOR shall procure and pay for all permits and inspections other than inspections
performed by Manila Water and shall furnish any bonds, performance bonds, security or deposits,
required to permit performance of the Work hereunder.

CONTRACTOR shall secure all relevant and necessary permits, licenses and governmental
approvals and CONTRACTOR shall pay for all fees thereto.

GC-10 TAXES

CONTRACTOR shall pay, for all taxes, levies, duties, (including excise duties on manufactured
goods, all customs import duties and other taxes or assessments relating to the importation into
the Philippines of plant and equipment to be used in connection with this Contract) and
Rev. O / 16 April 2009 Page 4 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
assessments of every nature due in connection with the Work under this Contract and shall
make any and all payroll deductions and withholdings required by the laws of the Republic of the
Philippines, and hereby indemnifies and holds harmless Manila Water from any liability on
account of any and all such taxes, levies , and duties, assessments and deductions.
CONTRACTOR shall separately identify all such taxes, duties, levies, assessment and
deductions paid on each invoice progress payment. CONTRACTOR will ensure that the Lower-
Tier Subcontractors and suppliers comply with this Article GC-10 TAXES.

In the event Manila Water is required by law or deems it expedient to withhold, assess, collect or
pay any taxes in the preceding paragraph, all amounts so expended shall be for the account of
CONTRACTOR and Manila Water may deduct the amount of such taxes from amounts due to
CONTRACTOR from Manila Water under this Contract.

GC-11 LABOR, PERSONNEL AND WORK RULES

CONTRACTOR shall employ only competent and skilled personnel to perform the Work and shall
remove from the Jobsite any CONTRACTOR personnel or Lower- Tier Subcontractor personnel
determined to be unfit or to be acting in violation of any provision of this Contract.
CONTRACTOR shall also remove from the jobsite any personnel (manual or nonmanual)
determined by Manila Water who repeatedly disrupts the local work environment.
CONTRACTOR is responsible for maintaining labor relations in such a manner that there is
harmony among workers and shall comply with and enforce Project and Jobsite procedures,
regulations, work rules and work hours established by Manila Water.

For security reasons, Manila Water may at its sole discretion deny access to the Jobsite to any
individual by written notice to CONTRACTOR. In the event an employee is excluded from the
Jobsite, CONTRACTOR shall promptly replace such individual with another who is fully
competent and skilled to perform the Work.

All travelling expenses, including provisions of all necessary transport to and from the Jobsite to
CONTRACTOR’s employees and labor shall be the sole responsibility of CONTRACTOR.

CONTRACTOR shall, to the extent permissible under applicable law, comply with the provisions
of all labor agreement(s) which apply to the Work performed under this Contract. If required by
the terms of any such labor agreements (s), CONTRACTOR shall immediately after Contract
award agree with and be bound by the terms of such labor agreement (s).

CONTRACTOR shall fully comply with all the provisions of labor, civil, and other applicable laws,
rules and regulations. In case of CONTRACTOR’s non- compliance with any provisions under
such labor, civil and other laws, rules and regulations. CONTRACTOR shall indemnify Manila
Water from and against all liabilities, damages penalties, demands, etc.

In the event the personnel engaged by CONTRACTOR or its Lower- Tier Subcontractors cause
any disturbance, organize any demonstration, strike, sit-in or picket on or about the Jobsite or the
office of the Manila Water, CONTRACTOR shall forthwith remove the same. Manila Water may
without prejudice to its other rights, take any steps for the removal of such obstruction as it may
desire. However, the occurrence of any such event, whether or not caused by any act or
omission of the CONTRACTOR shall constitute an event of default on the part of the
CONTRACTOR.

At no time shall CONTRACTOR’s or subcontractor’s employees be deemed or considered as

employees of Manila Water. No employer- employee relationship is created between Manila
Water and CONTRACTOR’s or subcontractor’s employees. In the event that Manila Water is
sued by these employees, CONTRACTOR and subcontractor shall jointly and severally be liable
to Manila Water for all losses, damages or claims rising out of or in connection with such
employees.

Rev. O / 16 April 2009 Page 5 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
GC-12 COMMERCIAL ACTIVITIES

Neither CONTRACTOR nor its employees shall establish any commercial activity or issue
concessions or permits of any kind to third parties for establishing commercial activities on the
Jobsite or any other lands owned or controlled by Manila Water without the prior written consent
of Manila Water.

GC-13 PUBLICITY AND ADVERTISING

CONTRACTOR shall not make any announcement, take any photographs, or release any
information concerning this Contract, or the Project, or any part thereof to any member of the
public, press, business entity, or any official body unless prior written consent is obtained from
Manila Water.

GC-14 SAFETY AND HEALTH

CONTRACTOR shall be fully and solely responsible for conducting all operations under this
Contract at all times in such a manner as to avoid the risk of endangerment to health, bodily harm
to persons, and damage to property. CONTRACTOR shall continually and diligently inspect all
equipment, materials and work to discover any conditions which might involve such risks and
shall be solely responsible for discovery and correction of any such conditions.

CONTRACTOR shall comply with Manila Water Project Safety and Health Plan. CONTRACTOR
shall have sole responsibility for implementing its safety and health program and Manila Water
shall not be responsible for supervising the implementation of CONTRACTOR's safety and health
program or have responsibility for the safety of CONTRACTOR's or its Lower-Tier suppliers' or
subcontractors' employees.

CONTRACTOR's failure to correct an unsafe condition or unsafe act by its personnel after notice
thereof shall be grounds for:

1. An order to stop the affected operations until the unsafe condition is corrected
and,
2. If the violation continues, contract termination pursuant to the General
Condition titled " GC – 42 TERMINATION FOR DEFAULT."
CONTRACTOR shall appoint one or more (as appropriate) safety representative(s) acceptable to
Manila Water who shall be resident at the Jobsite, have responsibility to correct unsafe conditions
or unsafe acts, act on behalf of CONTRACTOR on safety and health matters, and participate in
periodic safety meetings with Manila Water. CONTRACTOR shall instruct its personnel on the
requirements of Manila Water Project Safety and Health Plan and CONTRACTOR's safety and
health program and shall coordinate with other contractors and subcontractors on safety and
health matters.

CONTRACTOR shall furnish all safety equipment (including personal safety equipment) and
instructions required for the Work and enforce the use of such equipment and instructions by its
employees.

CONTRACTOR shall maintain accident, injury and any other records required by applicable laws
and regulations and as required by Manila Water and shall furnish Manila Water a monthly
summary of injuries and labor hours lost due to Work related injury or illness.

CONTRACTOR shall comply with all Philippines health, occupational safety, and sanitation laws,
rules and regulations.

Rev. O / 16 April 2009 Page 6 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
GC-15 ENVIRONMENTAL REQUIREMENTS

Throughout performance of the Work, CONTRACTOR shall conduct all operations in such a way
as to minimize impact upon the natural environment and prevent any spread of contaminated or
hazardous materials. CONTRACTOR shall:

1. Provide dust control of its operations within work and all other areas under its
control and shall coordinate and cooperate with others for dust control in
common areas;

2. Provide working machinery and equipment with efficient noise suppression

devices and all other noise and vibration abatement measures necessary for the
protection of workers and the public;

3. Provide suitable waste, sewage, sanitation, and garbage disposal methods and
procedures approved by Manila Water;

4. Provide suitable equipment, facilities and precautions to prevent the discharge of

contaminants into the atmosphere, any body of water, or land areas;

5. Provide all documentation required by all levels of governing authority or this

Contract concerning environmental requirements;

6. Be responsible for developing and maintaining an environmental

compliance program in accordance with CONTRACTOR's established
practices, including but not limited to compliance with all applicable
national and local environmental laws and standards and all applicable
requirements in the environmental control plan of Manila Water.
CONTRACTOR shall have sole responsibility for implementing and
enforcing its environmental compliance program and CONTRACTOR’s
obligations under the General Conditions titled “INDEMNITY” shall apply
to any liability arising in connection with or incidental to CONTRACTOR's
performance or failure to perform as provided in this clause.

7. CONTRACTOR shall be responsible for the removal from the Jobsite or

for otherwise making safe in accordance with applicable Philippines
laws and directives any materials generated or released by
CONTRACTOR during its construction activities at the Jobsite which are
toxic or similarly hazardous to the health and safety of persons or to
the environment.

8. Not discharge into or pollute nearby rivers, creeks, or surface waters with
fuels, oils, bitumens, chemicals, acids, sewage, wastewater and any
other harmful materials, debris or foreign materials.

In the event that CONTRACTOR encounters on the Jobsite material reasonably believed to be
toxic or hazardous material or waste, which has not been addressed in this Contract,
CONTRACTOR shall immediately stop work in the affected area and notify Manila Water of the
condition including proposal for removal or otherwise dealing with the hazard or toxic waste.
Pending receipt of written instructions from Manila Water. CONTRACTOR shall not resume work
in the affected area.

Rev. O / 16 April 2009 Page 7 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
GC-16 SITE CONDITIONS AND NATURAL RESOURCES

CONTRACTOR shall have the sole responsibility for satisfying itself concerning the nature and
location of the Work and the general and local conditions, including but not limited to the
following:

1. Transportation, access, disposal, handling and storage of materials;

2. Availability and quality of labor, water, electric power and road conditions;

3. Climatic conditions, tides, and seasons;

4. River hydrology and river stages;

5. Physical conditions at the Jobsite and the Project area as a whole;

6. Topography and ground surface conditions; and

7. Equipment, facilities and materials needed preliminary to and during the

performance of the Work.

The failure of CONTRACTOR to acquaint itself with any applicable conditions will not relieve
CONTRACTOR of the responsibility for properly estimating either the difficulties, time or cost of
successfully performing CONTRACTOR's obligations under this Contract.

GC-17 DIFFERING SITE CONDITIONS

Where Manila Water has made investigation of subsurface conditions in areas where work is to
be performed under this Contract, such investigations are made by Manila Water for the purpose
of study and design. If the records of such investigation are included in the Contract Documents,
the interpretation of such records shall be the sole responsibility of CONTRACTOR. Manila
Water shall not assume any responsibility whatsoever in respect to the sufficiency or accuracy of
such investigations, the records thereof, or of the interpretations set forth and there is no warranty
or guarantee, either expressed or implied, that the conditions indicated by such investigations or
records thereof are representative of those existing throughout such areas, or any part thereof, or
that unforeseen developments may not occur, or that materials other than or in proportions
different from those indicated may not be encountered.

CONTRACTOR shall promptly notify Manila Water in writing before proceeding with any work or
during the performance of the work itself which CONTRACTOR believes constitute a differing site
condition with respect to:

(a) Subsurface or latent physical condition at the Jobsite differing materially from
those indicated on this Contract, or
(b) Previously unknown physical conditions at the Jobsite, of an unusual nature,
differing materially from those ordinarily encountered and generally recognized as
inherent in the work of the character provided for on this Contract that would have an
impact on CONTRACTOR’s successful performance of its obligations under this
Contract.
Manila Water will then investigate such condition and make a written determination. If Manila
Water determines that such condition does constitute a differing site condition, CONTRACTOR
may then, pursuant to the General Condition titled ” GC – 33 CHANGES,” submit a written
proposal for an equitable adjustment setting forth the impact of such differing site condition.
Failure of CONTRACTOR to give the required immediate notice of the differing site condition
shall be grounds for rejection of the claim to the extent Manila Water is prejudiced by such delay.

Rev. O / 16 April 2009 Page 8 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
GC-18 TITLE TO MATERIALS FOUND

To the extent permitted by law, the title to water, soil, rock, gravel, sand, minerals, timber, and
any other materials developed or obtained in the excavation or other operations of
CONTRACTOR or any of its lower-tier subcontractors and the right to use said materials or
dispose of same is hereby expressly reserved by Manila Water which shall then act accordingly.
CONTRACTOR may, at the sole discretion of Manila Water be permitted, without charge, to use
in the Work any such materials which meet the requirements of this Contract.

Any treasure found during excavation or digging shall be turned over to Manila Water for
appropriate action.

GC-19 SURVEY CONTROL POINTS AND LAYOUTS

CONTRACTOR shall complete the layout of all work and shall be responsible for execution of the
Work in accordance with the locations, lines, and grades specified or shown on the drawings,
subject to such modifications as Manila Water may require as work progresses.

If CONTRACTOR or any of its Lower-Tier contractors or any of their representatives or

employees move or destroy or render inaccurate any survey control point, such control point shall
be replaced by Manila Water at CONTRACTOR's expense. No separate payment will be made
for survey work performed by CONTRACTOR.

GC-20 CONTRACTOR'S WORK AREA

All CONTRACTOR work areas on the Jobsite will be assigned by Manila Water. CONTRACTOR
shall confine its operations to the areas so assigned. Should CONTRACTOR find it necessary or
advantageous to use any additional off-site area for any purpose whatsoever, CONTRACTOR
shall, at its expense, provide and make its own arrangements for the use of such additional off-
site areas.

GC-21 CLEANING UP

CONTRACTOR shall, at all times, keep its work areas in a neat, clean and safe condition. Upon
completion of any portion of the Work, CONTRACTOR shall promptly remove from the work area
all its equipment, construction plant, temporary structures and surplus materials not required to
be used at or near the same location during later stages of the Work.

Upon completion of the Work and prior to final payment, CONTRACTOR shall at its own expense
satisfactorily dispose of all rubbish, remove all plant, buildings, equipment and materials
belonging to CONTRACTOR and return to a designated Manila Water warehouse or Jobsite
storage area all salvageable Manila Water supplied materials. CONTRACTOR shall leave the
premises in a neat, clean and safe condition.

In the event of CONTRACTOR’s failure to comply with the foregoing requirements, Manila Water
may accomplish the same at CONTRACTOR’s expense.

GC-22 COOPERATION WITH OTHERS

Manila Water, other contractors and other subcontractors may be working at the Jobsite during
the performance of this Contract and CONTRACTOR's work or use of certain facilities may be
interfered with as a result of such concurrent activities. Manila Water reserves the right to require
CONTRACTOR to schedule the order of performance of the Work in such a manner as will
minimize interference with work of any of the parties involved.

Rev. O / 16 April 2009 Page 9 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
GC-23 RESPONSIBILITY FOR WORK, SECURITY AND PROPERTY

A. Work in Progress, Equipment and Material. CONTRACTOR shall be responsible for and
shall bear any and all risk of loss or damage to work in progress and to equipment and
materials pursuant to the Special Condition titled “ SC- 19 TITLE AND RISK OF LOSS”.

B. Delivery, Unloading and Storage. CONTRACTOR's responsibility for materials and plant
equipment required for the performance of this Contract shall include:

1. Receiving and unloading;

2. Storing in a secure place and in a manner acceptable to Manila Water. Outside
storage of materials and equipment subject to degradation by the elements shall
be in weather tight enclosures provided by CONTRACTOR;
3. Delivering from storage to the Jobsite all materials and plant equipment as
required; and

4. Maintaining complete and accurate records for Manila Water inspection of all
materials and plant equipment received, stored and issued for use in the
performance of the Contract.

C. Security. CONTRACTOR shall at all times conduct all operations under this Contract in a
manner to avoid the risk of loss, theft, or damage by vandalism, sabotage or any other
means to any equipment, materials, work or other property at the Jobsite.
CONTRACTOR shall continuously inspect all equipment, materials and work to discover
and determine any conditions which might involve such risks and shall be solely
responsible for discovery, determination and correction of any such conditions.

CONTRACTOR shall comply with Manila Water security requirements for the Jobsite.
CONTRACTOR shall cooperate with Manila Water on all security matters and shall
promptly comply with any Project security arrangements established by Manila Water.
Such compliance with these security requirements shall not relieve CONTRACTOR of its
responsibility for maintaining proper security for the above noted items, nor shall it be
construed as limiting in any manner CONTRACTOR's obligation with respect to all
applicable laws and regulations and to undertake reasonable action to establish and
maintain secure conditions at the Jobsite.

D. Property. CONTRACTOR shall plan and conduct its operations so as not to:

1. Disrupt or otherwise interfere with the operation of any pipeline,

telephone, electric transmission line, ditch or structure unless otherwise
specifically authorized by this contract; or

2. Damage or destroy cultivated and planted areas, and vegetation such as

trees, plants, shrubs, and grass on or adjacent to the premises which, as
determined by Manila Water do not interfere with the performance of this
Contract. This includes damage arising from performance of work
through operation of equipment or stockpiling of materials.

CONTRACTOR shall not be entitled to any extension of time or compensation on account of

CONTRACTOR's failure to protect all facilities, equipment, materials and other property as
described herein. All costs in connection with any repairs or restoration necessary or required by
reason of unauthorized obstruction, damage or use shall be borne by CONTRACTOR.

Rev. O / 16 April 2009 Page 10 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
GC-24 CONTRACTOR'S PLANT, EQUIPMENT AND FACILITIES

CONTRACTOR shall provide and use for the Work only such construction plant and equipment
as are capable of producing the quality and quantity of work and materials required by this
Contract and within the time or times specified in the Contract Schedule.

Before proceeding with the Work, CONTRACTOR shall furnish Manila Water with information and
drawings relative to such equipment, plant and facilities as Manila Water may request. Upon
written order of Manila Water, CONTRACTOR shall discontinue operation of unsatisfactory plant,
equipment or facilities and shall modify the unsatisfactory items or remove such items from the
Jobsite.

CONTRACTOR shall, at the time any equipment is moved to the Jobsite, present to Manila Water
an itemized list of all equipment and tools including but not limited to power tools, welding
machines, pump and compressors. Such list must include description and quality, and serial
number where applicable. It is recommended that CONTRACTOR identify its equipment by color
etching. Prior to removal of any or all equipment, CONTRACTOR shall clear such removal with
Manila Water. CONTRACTOR shall not remove any construction plant, equipment or tools from
the Jobsite before the Work is finally accepted without Manila Water’s written approval.

GC-25 ILLUMINATION

When any work is performed at night or where daylight is obscured, CONTRACTOR shall, at its
expense, provide artificial light sufficient to permit work to be carried on efficiently, satisfactorily
and safely, and to permit thorough inspection. During such time periods the access to the place
of work shall also be clearly illuminated. All wiring for electric light and power shall be installed
and maintained in a safe manner and meet all applicable codes and standards.

GC-26 USE OF COMPLETED PORTIONS OF WORK

Whenever, as determined by Manila Water, any portion of the Work performed by

CONTRACTOR is suitable for use, Manila Water may, upon written notice, occupy and use such
portion. Use shall not constitute acceptance, relieve CONTRACTOR of its responsibilities, or act
as a waiver by Manila Water of any terms of this Contract.

CONTRACTOR shall not be liable for normal wear and tear or for repair of damage caused by
any misuse during such occupancy or use by Manila Water. If such use increases the cost or
time of performance of remaining portions of the Work, CONTRACTOR shall, pursuant to the
General Condition titled "GC – 33 CHANGES," be entitled to an equitable adjustment in its
compensation or schedule under this Contract.

If, as a result of CONTRACTOR's failure to comply with the provisions of this Contract, such use
proves to be unsatisfactory to Manila Water, Manila Water shall have the right to continue such
use until such portion of the Work can, without injury to Manila Water be taken out of service for
correction of defects, errors, omissions or replacement of unsatisfactory materials or equipment
as necessary for such portion of the Work to comply with the Contract; provided that the period of
such operation or use pending completion of appropriate remedial action shall not exceed twelve
(12) months unless otherwise mutually agreed in writing between the parties.

CONTRACTOR shall not use any permanently installed equipment unless such use is approved
in writing by Manila Water. When such use is approved, CONTRACTOR shall at its own expense
properly use and maintain and, upon completion of such use, recondition such equipment as
required to meet specifications.

If Manila Water furnishes an operator for such permanently installed equipment, all services
performed shall be under the complete direction and control of CONTRACTOR, and such
Rev. O / 16 April 2009 Page 11 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
operator shall be considered a CONTRACTOR's employee for all purposes other than payment of
such operator's wages, CONTRACTOR’s Furnished Insurances or other benefits.

GC-27 USE OF MANILA WATER'S CONSTRUCTION EQUIPMENT OR FACILITIES

Where CONTRACTOR requests Manila Water and Manila Water agrees to make available to
CONTRACTOR certain equipment or facilities belonging to or under the control of Manila Water
for the performance of CONTRACTOR work under the Contract, the following shall apply:

1. Equipment or facilities will be charged to CONTRACTOR at agreed rental rates;

2. Manila Water will furnish a copy of the equipment maintenance and inspection
record, and these records shall be maintained by CONTRACTOR during the
rental period;

3. CONTRACTOR shall assure itself of the condition of such equipment and

assume all risks and responsibilities during its use;

4. CONTRACTOR shall, as part of its obligation under the General Condition titled
"INDEMNITY," release, defend, indemnify and hold harmless Manila Water from
all claims, demands and liabilities arising from the use of such equipment.

5. Manila Water and CONTRACTOR shall jointly inspect such equipment before its
use and upon its return. The cost of all necessary repairs or replacement for
damage other than normal wear shall be at CONTRACTOR's expense; and

6. If such equipment is furnished with an operator, the services of such

operator will be performed under the complete direction and control of
CONTRACTOR and such operator shall be considered CONTRACTOR's
employee for all purposes other than the payment of wages,
CONTRACTOR Furnished Insurances or other benefits whether paid
directly or indirectly by Manila Water.

7. CONTRACTOR represents and warrants that it is not engaged in “Labor

only” contracting and shall accordingly indemnify and hold Manila Water
free and harmless therefore.

GC-28 INSPECTION, QUALITY SURVEILLANCE, REJECTION OF MATERIALS AND

WORKMANSHIP

All material and equipment furnished and work performed shall be properly inspected by
CONTRACTOR at its expense, and shall at all times be subject to quality surveillance and quality
audit by Manila Water, or its authorized representatives who, upon reasonable notice, shall be
afforded full and free access to the shops, factories or other places of business of
CONTRACTOR and its Lower-Tier suppliers and subcontractors for such quality surveillance or
audit. CONTRACTOR shall provide safe and adequate facilities, drawings, documents and
samples as requested, and shall provide assistance and cooperation including stoppage of work
to perform such examination as may be necessary to determine compliance with the
requirements of this Contract. Any work covered prior to any quality surveillance or test by
Manila Water shall be uncovered and replaced at the expense of CONTRACTOR if such covering
interferes with or obstructs such inspection or test. Failure of Manila Water to make such quality
surveillance or to discover defective design, equipment, materials or workmanship shall not
relieve CONTRACTOR of its obligations under this Contract nor prejudice the rights of Manila
Water thereafter to reject or require the correction of defective work in accordance with the
provisions of this Contract.

Rev. O / 16 April 2009 Page 12 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
If any work is determined by Manila Water to be defective or not in conformance with this
Contract the provisions of the General Condition titled " GC – 36 WARRANTY" shall apply.

GC-29 TESTING

Unless otherwise provided in the Contract, testing of equipment, materials or work shall be
performed by CONTRACTOR at its expense and in accordance with Contract requirements.
Should tests in addition to those required by this Contract be desired by Manila Water,
CONTRACTOR will be given reasonable notice to permit such testing. Such additional tests will
be at Manila Water’s expense unless of such additional testing is entered into because of
CONTRACTOR’s initial test failure.

CONTRACTOR shall furnish samples as requested and shall provide reasonable assistance and
cooperation necessary to permit tests to be performed on materials or work in place including
reasonable stoppage of work during testing.

GC-30 EXPEDITING

The equipment and materials furnished and work performed under this contract shall be
subjected to expediting by Manila Water or its representatives who shall be afforded full and free
access to the shops, factories and other places of business of CONTRACTOR and its lower-tier
suppliers and subcontractors for expediting purposes. As required by Manila Water
CONTRACTOR shall provide detailed schedules and progress reports for use in expediting and
shall cooperate with Manila Water in expediting activities.

GC-31 EXCUSABLE DELAYS

If CONTRACTOR's performance of this Contract is prevented or delayed by any unforeseeable

cause, existing or future, which is beyond the reasonable control of the parties and without the
fault or negligence of CONTRACTOR, CONTRACTOR shall, within twenty-four hours of the
commencement of any such delay, give to Manila Water written notice thereof and within seven
(7) calendar days of commencement of the delay, a written description of the anticipated impact
of the delay on performance of the Work. Delays attributable to and within the control of
CONTRACTOR's Lower-Tier suppliers or contractors shall be deemed delays within the control of
CONTRACTOR. Within seven (7) calendar days after the termination of any excusable delay,
CONTRACTOR shall file a written notice with Manila Water specifying the actual duration of the
delay. Failure to give any of the above notices shall be sufficient ground for denial of an
extension of time. If Manila Water determines that the delay was unforeseeable, beyond the
control and without the fault or negligence of CONTRACTOR, Manila Water will determine the
duration of the delay and will extend the time of performance of this Contract by modifying the
Special Condition titled "COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK"
accordingly. Such extension shall be the sole remedy for the delay.

GC-32 FORCE MAJEURE

No failure or omission to carry out or observe any of the terms, provisions or conditions of this
Contract shall give rise to any action or demand by any party against another party or be deemed
to be a breach or default of this Contract if the same shall be caused by or arise out of an Event
of Force Majeure, as defined below.

The following events shall constitute an “Event of Force Majeure”. Any war, declared or not, or
hostilities or billigerence, blockade, revolution, insurrection, riot, public disorder, expropriation,
requisition, confiscation, nationalization or prolonged obstruction of the exercise of rights export
or import restrictions, closing of harbors, docks, canals or other assistance to or adjuncts of
shipping or navigation of or with any place, rationing or allocation, whether imposed by law,
decree or regulation by, or by compliance of industry at the insistence of, any governmental
authority of or within the Republic of the Philippines, or fire, unusual flood, drought, earthquake,
Rev. O / 16 April 2009 Page 13 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
pollution of Raw Water (other than caused by the act or omission of the party invoking such Event
of Force Majeure), volcanic eruption, storm, lightning, tidal wave, typhoon signal 3, perils of the
sea, accidents of navigation to harbors, docks canals or other assistance to or adjuncts of
shipping or navigation, epidemic, quarantine, or any other event, matter or thing wherever
occurring, which shall not be within the reasonable control of the party affected thereby; provided,
however, than no expropriation, requisition, confiscation, nationalization or prolonged obstruction
of the exercise of rights by the Republic or any governmental authority or within the Republic of
the Philippines shall constitute an Event of Force Majeure relieving Manila Water of any of its
obligation hereunder.

The party invoking an Event of Force Majeure shall (i) immediately notify in writing each other
party as soon as reasonably possible of the nature of the Event of Force Majeure and the extent
to which the Event of Force Majeure suspends the affected party’s obligation under this Contract
and (ii) resume performance of its obligation as soon as the effects of the Event of Force Majeure
cease to exist.

The parties will consult with each other and take all reasonable steps to minimize the losses of
either party resulting from an Event of Force Majeure.

GC-33 CHANGES

Manila Water may, at any time, without notice to the sureties if any, by written Change Notice
unilaterally make any change in the Work within the general scope of this Contract, including but
not limited to changes:

1. In the drawings, designs or specifications;

2. In the method, manner, or sequence of CONTRACTOR work;

3. In Manila Water furnished facilities, equipment, materials, services or site(s);

4. Directing acceleration or deceleration in performance of the Work; and

5. Modifying the Contract Schedule or the Contract Milestones.

In addition, in the event of an emergency which Manila Water determines endangers life or
property, Manila Water may use oral orders to CONTRACTOR for any work required by reason of
such emergency. CONTRACTOR shall commence and complete such emergency work as
directed by Manila Water. Such orders will be confirmed by Change Notice.

All other modifications to this contract shall be by written Amendment signed by both parties.
If at any time CONTRACTOR believes that acts or omissions of Manila Water constitute a change
to the Work not covered by a Change Notice, CONTRACTOR shall within ten (10) calendar days
of discovery of such act or omission submit a written Change Notice Request explaining in detail
the basis for the request. Manila Water will either issue a Change Notice or deny the request in
writing.

If any change under this clause directly or indirectly causes an increase or decrease in the cost
of, or the time required for, the performance of any part of the Work under this Contract, whether
or not changed by any order, an equitable adjustment shall be made and the Contract modified
accordingly.

If the CONTRACTOR intends to assert a claim for an equitable adjustment under this clause it
must, within ten (10) calendar days after receipt of a Change Notice, provide written notification of
such intent and within a further twenty (20) calendar days, pursuant to the Special Condition titled
"PRICING OF ADJUSTMENTS," submit to Manila Water a written proposal setting forth the

Rev. O / 16 April 2009 Page 14 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
nature, schedule impact and monetary extent of such claim in sufficient detail to permit thorough
analysis and negotiation.

Any delay by CONTRACTOR in giving notice or presenting a proposal for adjustment under this
clause shall be grounds for rejection of the claim if and to the extent Manila Water is prejudiced
by such delay. In no case shall a claim by CONTRACTOR be considered if asserted after final
payment under this contract.

Failure by Manila Water and CONTRACTOR to agree on any adjustment shall be a dispute within
the meaning of the General Condition titled " GC – 34 DISPUTE RESOLUTION”.

CONTRACTOR shall proceed diligently with performance of the Work, pending final resolution of
any request for relief, dispute, claim, appeal, or action arising under the Contract, and comply
with any decision of Manila Water.

GC-34 DISPUTE RESOLUTION

CONTRACTOR shall not be entitled to claim and Manila Water shall not be liable to
CONTRACTOR or its Lower-Tier suppliers or subcontractors in tort (including negligence), or
Contract except as specifically provided in this Contract.

Manila Water and CONTRACTOR shall make reasonable efforts to resolve any disagreements or
disputes concerning the interpretation or implementation of this Contract through mutual
consultation and negotiation.

Any claim arising out of or attributable to the interpretation or performance of this Contract which
cannot be resolved by negotiation shall be considered a dispute within the meaning of this clause.

If for any reason Manila Water and CONTRACTOR are unable to resolve a claim for an
adjustment, Manila Water or CONTRACTOR shall notify the other party in writing that a dispute
exists and request or provide a final determination by Manila Water. Any such request by
CONTRACTOR shall be clearly identified by reference to this clause and shall summarize the
facts in dispute and CONTRACTOR's proposal for resolution.

Manila Water shall, within thirty (30) days of any request by CONTRACTOR, provide a written
final determination setting forth the contractual basis for its decision and defining what Contract
adjustments it considers equitable. Upon CONTRACTOR's written acceptance of Manila Water
determination the Contract will be modified and the determination implemented accordingly or,
failing agreement, Manila Water may in its sole discretion pay such amounts and/or revise the
time for performance of the Work in accordance with Manila Water final determination.
If Manila Water’s final determination is not accepted by CONTRACTOR, the parties agree to
proceed in accordance with the Special Condition titled “SC-22 ARBITRATION”.

It is distinctly agreed and understood that the existence of any claim or dispute will not entitle the
CONTRACTOR to stop or delay the Work and CONTRACTOR shall continue to perform the
Work in accordance with the provisions of this Contract and in accordance with Manila Water’s
instructions with all due diligence and dispatch and perform all its obligations under the Contract.

GC-35 RECORDS AND AUDIT

CONTRACTOR shall maintain records and accounts in connection with the performance of this
Contract which will accurately document incurred costs, both direct and indirect, of whatever
nature from the commencement of the Work until after two (2) years from the expiration of
CONTRACTOR's warranty unless otherwise specified by applicable law. Manila Water or their
representatives shall have the right to examine and copy, at all reasonable times and with
advance notification, such records and accounts for the purpose of verifying payments or

Rev. O / 16 April 2009 Page 15 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
requests for payment when costs are the basis of such payment and to evaluate the
reasonableness of proposed contract price adjustments and claims.

If Manila Water establishes uniform codes of accounts for the Project, CONTRACTOR shall use
such codes in identifying its records and accounts.

GC-36 WARRANTY

CONTRACTOR warrants to Manila Water that equipment and materials furnished under this
Contract shall be new, of clear title free from all liens and encumbrances and of the most suitable
grade of their respective kinds for their intended uses, unless otherwise specified. All
workmanship shall be first class and performed in accordance with sound construction practices
acceptable to Manila Water. All equipment, materials and workmanship shall also conform to the
requirements of this Contract.
CONTRACTOR warrants all equipment and material it furnishes and all work it performs against
defects in design, equipment, materials or workmanship for a period from Work commencement
to a date twelve (12) months after acceptance of the Project as a whole by Manila Water.

If at any time during the warranty period, Manila Water or CONTRACTOR discover any defect in
the design, equipment, materials, or workmanship immediate written notice shall be given to the
other parties. CONTRACTOR shall within a reasonable time propose corrective actions to rectify
such defects to meet the requirements of this Contract.

Manila Water at its sole discretion, may direct CONTRACTOR in writing and CONTRACTOR
agrees to:

1. Rework, repair, or remove and replace defective equipment and materials or

reperform defective workmanship to acceptable quality at a time and in a manner
acceptable to Manila Water;

2. Cooperate with others assigned by Manila Water to correct such defects and pay
to Manila Water all actual costs reasonably incurred by Manila Water in
performing or in having performed corrective actions; or

3. Propose and negotiate in good faith an equitable reduction in the Contract price
in lieu of corrective action.

All costs incidental to corrective actions including demolition for access, removal, disassembly,
transportation, reinstallation, reconstruction, retesting and reinspection as may be necessary to
correct the defect and to demonstrate that the previously defective work conforms to the
requirements of this Contract shall be exclusively borne by CONTRACTOR.

CONTRACTOR further warrants any and all corrective actions it performs against defects in
design, equipment, materials and workmanship for a period of twelve (12) months, in addition to
any existing warranty period, following acceptance by Manila Water of the corrected work. This
correction of defect shall be covered by the Performance Bond.

GC-37 BACKCHARGES

If, under the provisions of this Contract, CONTRACTOR is notified by Manila Water to correct
defective or nonconforming work, and CONTRACTOR states or by its actions indicates that it is
unable or unwilling to proceed with corrective action in a reasonable time, Manila Water may,
upon written notice, proceed to accomplish the redesign, repair, rework or replacement of
nonconforming work by the most expeditious means available and backcharge CONTRACTOR
for the costs incurred. Furthermore, if Manila Water agrees to or is required to perform work for
CONTRACTOR, such as cleanup, off-loading or completion of incomplete work, Manila Water
Rev. O / 16 April 2009 Page 16 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
may, upon written notice, perform such work by the most expeditious means available and
backcharge CONTRACTOR for the costs incurred.

The cost of backcharge work shall include:

1. Engineering and non-manual labor cost shall be charged at actual cost plus forty
five percent (45%) to cover payroll additions;

2. Incurred net delivered material costs;

3. Incurred Lower-Tier supplier and subcontractor costs directly related to

performing the corrective action shall be at net delivered cost;

4. Equipment and tool rentals at prevailing rates in the Jobsite area; and
5. A factor of fifteen percent (15%) applied to the total of Items 1 through 4 for
Manila Water’s overhead, supervision and administrative costs.

The backcharge notice will request CONTRACTOR's concurrence for Manila Water to proceed
with the required work. However, failure of CONTRACTOR to grant such concurrence shall not
impair Manila Water's right to proceed with work under this or any other provision of this Contract.
Manila Water shall separately invoice or deduct from payments otherwise due to CONTRACTOR
the costs as provided herein. Manila Water’s right to backcharge is in addition to any and all other
rights and remedies provided in this Contract or by law. The performance of backcharge work by
Manila Water shall not relieve CONTRACTOR of any of its responsibilities under this Contract
including but not limited to expressed or implied warranties, specified standards for quality,
contractual liabilities and indemnifications, and meeting the Contract Milestones of the Special
Condition titled “COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK.”

GC-38 INDEMNITY

CONTRACTOR hereby releases and shall indemnify, defend and hold harmless Manila Water
and its subsidiaries and affiliates and the officers, agents, employees, successors and assigns
and authorized representatives of all the foregoing from and against any and all suits, actions,
legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's
fees, costs and expenses of whatsoever kind or nature, including without limitation those arising
out of damage to property (including but not limited to property of third parties, CONTRACTOR or
Manila Water) and injury to or death of persons (including but not limited to CONTRACTOR's or
Manila Water’s employees, and third parties) whether arising before or after completion of the
Work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in
whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by
reason of any act, omission, fault or negligence whether active or passive of CONTRACTOR, its
Lower-Tier suppliers, subcontractors or of anyone acting under its direction or control or on its
behalf in connection with or incidental to the performance of this Contract.

CONTRACTOR's aforesaid release, indemnity and hold harmless obligations, or portions or

applications thereof, shall apply even in the event of the fault or negligence, whether active or
passive, or strict liability of the parties released, indemnified or held harmless to the fullest extent
permitted by law, but in no event shall they apply to liability caused by the willful misconduct or
sole negligence of the party released, indemnified or held harmless.

GC-39 PATENT AND INTELLECTUAL PROPERTY INDEMNITY

CONTRACTOR hereby indemnifies and shall defend and hold harmless Manila Water and its
subsidiaries and affiliates from and against any and all claims, actions, losses, damages, and
expenses, including attorney's fees, arising from any claim, whether rightful or otherwise, that any
concept, product, design, equipment, material, process, copyrighted material or confidential
Rev. O / 16 April 2009 Page 17 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
information, or any part thereof, furnished by CONTRACTOR under this Contract constitutes an
infringement of any patent or copyrighted material or a theft of trade secrets. If use of any part of
such concept, product, design, equipment, material, process, copyrighted material or confidential
information is limited or prohibited, CONTRACTOR shall, at its sole expense, procure the
necessary licenses to use the infringing or a modified but non-infringing concept, product, design,
equipment, material, process, copyrighted material or confidential information or, with Manila
Water’s prior written approval, replace it with substantially equal but non-infringing concepts,
products, designs, equipment, materials, processes, copyrighted material or confidential
information; provided, however,

1. That any such substituted or modified concepts, products, designs, equipment,

material, processes, copyrighted material or confidential information shall meet
all the requirements and be subject to all the provisions of this Contract; and

2. That such replacement or modification shall not modify or relieve CONTRACTOR

of its obligations under this Contract.

The foregoing obligation shall not apply to any concept, product, design, equipment, material,
process, copyrighted material or confidential information the detailed design of which (excluding
rating and/or performance specifications) has been furnished in writing by Manila Water to
CONTRACTOR.

GC-40 ASSIGNMENTS AND SUBCONTRACTS

Any assignment of this Contract or rights hereunder, in whole or part, without the prior written
consent of Manila Water shall be void, except that upon ten (10) calendar days written notice to
Manila Water CONTRACTOR may assign monies due or to become due under this Contract,
provided that any assignment of monies shall be subject to proper set-off in favor of Manila Water
and any deductions provided for in this Contract.

CONTRACTOR shall not subcontract with any third party for the performance of all or any portion
of the Work without the advance written approval of Manila Water. Purchase orders and
subcontracts of any tier must include provisions to secure all rights and remedies of Manila Water
provided under this Contract, and must impose upon the Lower-Tier supplier and subcontractor
all of the duties and obligations required to fulfill this Contract.

Copies of all purchase orders and subcontracts are to be provided to Manila Water upon request.
Pricing may be deleted unless the compensation to be paid thereunder is reimbursable under this
Contract.

No assignment or subcontract will be approved which would relieve CONTRACTOR or its

sureties, if any, of their responsibilities under this Contract. CONTRACTOR shall ensure that all
Lower-Tier Subcontracts and purchase orders are made in writing. CONTRACTOR agrees that
any subcontractor or assignee shall be held jointly and severally liable with CONTRACTOR.

GC-41 SUSPENSION

Manila Water may by written notice to CONTRACTOR, suspend at any time the performance of
all or any portion of the Work to be performed under the Contract. Upon receipt of such notice,
CONTRACTOR shall, unless the notice requires otherwise:

1. Immediately discontinue work on the date and to the extent specified in the
notice;

2. Place no further orders or subcontracts for material, services, or facilities with

respect to suspended work other than to the extent required in the notice;
Rev. O / 16 April 2009 Page 18 of 21 Exhibit “A”
Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
 3. Promptly make every reasonable effort to obtain suspension upon terms
satisfactory to Manila Water of all orders, subcontracts and rental agreements to
the extent they relate to performance of suspended work;

4. Continue to protect and maintain the Work including those portions on which
work has been suspended; and

5. Take any other reasonable steps to minimize costs associated with such
suspension.

Upon receipt of notice to resume suspended work, CONTRACTOR shall immediately resume
performance under this Contract to the extent required in the notice.

If CONTRACTOR intends to assert a claim for equitable adjustment under this clause it must,
pursuant to the General Condition titled " GC – 33 CHANGES" and within ten (10) calendar days
after receipt of notice to resume work, submit the required written notification of claim and within
twenty (20) calendar days thereafter its written proposal setting forth the impact of such
suspension.

GC-42 TERMINATION FOR DEFAULT

Notwithstanding any other provisions of this Contract, CONTRACTOR shall be considered in

default of its contractual obligations under this Contract if it:

1. Performs work which fails to conform to the requirements of this

Contract;

2. Fails to make progress so as to endanger performance of this Contract;

3. Abandons or refuses to proceed with any of the Work, including modifications

directed pursuant to the General Condition titled " GC – 33 CHANGES;"

4. Fails to fulfill or comply with any of the terms of this Contract;

5. Engages in behavior that is dishonest, fraudulent or constitutes a conflict of

interest with CONTRACTOR's obligations under this Contract; or if

6. CONTRACTOR becomes insolvent or makes a general assignment for the

benefit of creditors or reasonable grounds for insecurity arise with respect to
CONTRACTOR's performance.

Upon the occurrence of any of the foregoing, Manila Water shall notify CONTRACTOR in writing
of the nature of the failure and of Manila Water's intention to terminate the Contract in whole or in
part, for default. If CONTRACTOR does not rectify such failure within seven (7) calendar days
from receipt of notification, or sooner if safety is involved, or fails to provide satisfactory evidence
that such default will be corrected within a reasonable time, Manila Water may, by written notice
to CONTRACTOR and without notice to CONTRACTOR's sureties, if any, terminate in whole or
in part CONTRACTOR's right to proceed with the Work and Manila Water may prosecute the
Work to completion by Contract or by any other method deemed expedient. Manila Water may
take possession of and utilize any data, designs, licenses, equipment, materials, plant, tools, and
property of any kind furnished by CONTRACTOR and necessary to complete the Work.

CONTRACTOR and its sureties, if any, shall be liable for all costs in excess of the Contract price
for such terminated work reasonably and necessarily incurred in the completion of the Work,

Rev. O / 16 April 2009 Page 19 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
including cost of administration of any purchase order or Contract awarded to others for
completion.

Upon termination for default, CONTRACTOR shall:

1. Immediately discontinue work on the date and to the extent specified in

the notice and place no further purchase orders or subcontracts to the
extent that they relate to the performance of the terminated work;

2. Inventory, maintain and turn over to Manila Water all data, designs, licenses,
equipment, materials, plant, tools, and property furnished by CONTRACTOR or
provided by Manila Water for performance of the terminated work;

3. Promptly obtain cancellation upon terms satisfactory to Manila Water of all

purchase orders, subcontracts, rentals, or any other agreements existing for
performance of the terminated work or assign those agreements as directed by
Manila Water;

4. Cooperate with Manila Water in the transfer of data, designs, licenses and
information and disposition of work in progress so as to mitigate damages;

5. Comply with other reasonable requests from Manila Water regarding the
terminated work; and

6. Continue to perform in accordance with all of the terms and conditions of this
Contract such portion of the Work that is not terminated.

If, after termination pursuant to this clause, it is determined for any reason that CONTRACTOR
was not in default, the rights and obligations of the parties shall be the same as if the notice of
termination had been issued pursuant to the General Condition titled "OPTIONAL
TERMINATION".

GC-43 OPTIONAL TERMINATION

Manila Water may, at its option, terminate for convenience any of the Work under this Contract in
whole or, from time to time, in part, at any time by written notice to CONTRACTOR. Such notice
shall specify the extent to which the performance of the Work is terminated and the effective date
of such termination. Upon receipt of such notice CONTRACTOR shall:

1. Immediately discontinue the Work on the date and to the extent specified in the
notice and place no further purchase orders or subcontracts for materials,
services, or facilities, other than as may be required for completion of such
portion of the Work that is not terminated;

2. Promptly obtain assignment or cancellation upon terms satisfactory to Manila

Water of all purchase orders, subcontracts, rentals, or any other agreements
existing for the performance of the terminated work or assign those agreements
as directed by Manila Water;

3. Assist Manila Water in the maintenance, protection, and disposition of work in

progress, plant, tools, equipment, property, and materials acquired by
CONTRACTOR or furnished by Manila Water under this Contract; and

4. Complete performance of such portion of the Work which is not terminated.

Rev. O / 16 April 2009 Page 20 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal
Upon any such termination, CONTRACTOR shall waive any claims for damages including loss of
anticipated profits; on account thereof, but as the sole right and remedy of CONTRACTOR,
Manila Water shall pay in accordance with the following:

1. The Contract price corresponding to the work performed in accordance with this
Contract prior to such notice of termination;

2. All reasonable costs for work thereafter performed as specified in such notice;

3. Reasonable administrative costs of settling and paying claims arising out of the
termination of work under purchase orders or subcontracts;

4. Reasonable costs incurred in demobilization and the disposition of residual

material, plant and equipment; and

5. A reasonable overhead and profit on items 2 through 4 of this clause.

CONTRACTOR shall submit within thirty (30) calendar days after receipt of notice of termination,
a written statement setting forth its proposal for an adjustment to the Contract price to include
only the incurred costs described in this clause. Manila Water shall review, analyze, and verify
such proposal, and negotiate an equitable adjustment, and the Contract shall be modified
accordingly.

GC-44 FINAL INSPECTION AND ACCEPTANCE

When CONTRACTOR considers the Work, or any Manila Water identified independent portion of
the Work under this Contract to be complete and ready for acceptance, CONTRACTOR shall
notify Manila Water in writing. Manila Water, with CONTRACTOR's cooperation, will conduct such
reviews, inspections and tests as may be reasonably required to satisfy Manila Water that the
Work, or identified portion of the Work, conforms to all requirements of the Contract. If all or any
part of the Work covered by CONTRACTOR's notice does not conform to Contract requirements,
Manila Water shall notify CONTRACTOR of such nonconformance and CONTRACTOR shall
take corrective action and then have the nonconforming work reinspected until all Contract
requirements are satisfied.

Manila Water shall issue a notice of provisional acceptance for individual portions which have
been satisfactorily inspected subject only to Manila Water's final acceptance of the Work as a
whole.

Manila Water's written notice of final acceptance of the Work under this Contract ,only after
expiration of the warranty period, shall be final and conclusive except with regard to latent
defects, fraud or such gross mistakes as amount to fraud, or with regard to Manila Water's rights
under the General Condition titled " GC – 36 WARRANTY".

GC-45 NON-WAIVER

Failure by Manila Water to insist upon strict performance of any terms or conditions of this
Contract, or failure or delay to exercise any rights or remedies provided herein or by law, or
failure to properly notify CONTRACTOR in the event of breach, or the acceptance of or payment
for any goods or services hereunder, or the review or failure to review designs shall not release
CONTRACTOR from any of its warranties or obligations under this Contract and shall not be
deemed a waiver of any right of Manila Water to insist upon strict performance hereof or any of its
rights or remedies as to any prior or subsequent default hereunder nor shall any termination of
work under this Contract by Manila Water operate as a waiver of any of the terms hereof.

Rev. O / 16 April 2009 Page 21 of 21 Exhibit “A”

Construction Contract Contract No. ENWREPA-09-063
General Conditions Design and Construction of 10ML Concrete
Reservoir at Eastridge, Angono Rizal