STRUCTION CONTRACT AGREE KNOW ALL MEN BY THESE PRESENTS: This Construction Agreement, made and entered into this 27 day of AUGUST 2022 in San Pedro, Laguna, Philippines, by and between BATS MARKETING CAMPAIGN SERVICES, 2 company, duly organized and existing under Philippine law with office address at San Pedro Laguna., represented by its President, MR. ROBERTO M. DAVID hereinafter referred to as the “GENCON”; SUBCONTRACTOR — JDZDESIGN CONSTRUCTION TRADING OWNER ~ZALDY A. LAGUISMA. SITIO NASIGDAN, BARANGAY MASAGANA, EL NIDO, PALAWAN WITNESSETH: WHEREAS, BATS MARKETING CAMPAIGN SERVICES offered JDZDESIGN CONSTRUCTION TRADING to become the SUBCONTRACTOR cf the said project Constructions of 2 Storey 10 Classrooms School Building of BATS MARKETING CAMPAIGN SERVICES. WHEREAS, JDZDESIGN CONSTRUCTION TRADING accepted the said offer of BATS MARKETING CAMPAIGN SERVICES to become their SUBCONTRACTOR in the said Schools Project location at VILLA LIBERTAD NATIONAL HIGH SCHOOL, PALAWAN, PHILIPPINES NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein ;ntained, the Parties agree as follows Page 1 of 17‘TERMS AND CONDITIONS: Project name 2 STOREY 10 CLASSROOMS SCHOOL BUILDING Location - VILLA LIBERTAD NATIONAL HIGH SCHOOL, EL NIDO, PALAWAN, PHILIPPINES Work description SUBCONTRACTOR ~ JDZDESIGN CONSTRUCTION ‘TRADING GENCON BATS MARKETING CAMPAIGN SERVICES The Contractor's ‘Supply of Labor and Materials, inclusive of Scope of Work Site Supervision and Monitoring PROJECT COST: Php 26,585,495.50 A. General Requirements B. Earthworks C. Structural Works D. Architectural Works E. Doors: F. Windows G. Tile works. H. Floor Finish Plan |. Water Proofing Works J. Painting Works K. Miscellaneous Works - Metal Works \ |_Zontract Price Php 26,585,495.50 Advance Payment 20% of contract price Quantities/ Project Cost Retention 10% of contract price Percentage Performance/Surety 20% DOWN PAYMENT Bond Attachments Appendix/General Conditions of Contract Notice of Award of Contract Billing ofARTICLE 1 - RECITALS BATS MARKETING CAMPAIGN SERVICES is the GENERAL CONTRACTOR for the project of 2 Storey 10 Classroom School Building. The entire scope of work to be performed by the Contractor and its ‘Subcontractors, as determined by BATS MARKETING CAMPAIGN SERVICES, to develop and build this structure shall be referred to in this Contract as “The Project”. The specifications and other documents defining The Work were prepared by BATS MARKETING CAMPAIGN SERVICES Engineering Department, together with any other firms or persons that may have collaborated in the concept of the future design, hereinafter collectively referred to as Engineering. The Work should be completed in accordance with BATS MARKETING CAMPAIGN SERVICES progress schedule. Said schedule may be changed by BATS MARKETING CAMPAIGN SERVICES from time to time in coordination with the assigned Subcontractor, when needed. ARTICLE 2 - SCOPE OF WORK Scope of Work ‘The JDZDESIGN CONSTRUCTION TRADING shall provide and pay for all labor, employee taxes and benefits, tools, licenses, permits, fees, taxes, transportation, storage, hoisting, insurance and supervision as may be required and necessary to complete the project, which is hereinafter referred to as “The Subcontractor’s Scope of Work”. The Subcontractor shall perform its scope of work, in accordance with: ‘+ Design that will be approved by BATS MARKETING CAMPAIGN SERVICES Engineering. ‘+ The specifications, and standards given by BATS MARKETING CAMPAIGN SERVICES * Philippine laws, codes and regulations and all municipal/ barangay ordinances and regulations effective where the work is to be performed * Provisions of this Contract and the Appendix Other attachments to this Contracts Project schedule that willbe approved by BATS MARKETING CAMPAIGN SERVICES Engineering which could be revised upon the agreement of BATS MARKETING CAMPAIGN SERVICES and BT CONSTRUCTION SERVICES Warranty & Guarantee ‘The Contractor shall warrant and guarantee its work for a period of at least 6 MONTHS from the date of acceptance of the project from (GENCON), however, the said period could be extended IF and WHEN the reason for extension is valid. ‘The Subcontractor shall submit a written letter of extension to GENCON in the event that they will be needing the said extension of time, GENCON have the prerogative to assess if the requested reason for extension is valid or not and in the same manner, GENCON have the bonds and the per any defect noticed and alleged by BATS MARKETING CAMPAIGN SERVICES or its agent during the period covered by the warranty, Page 3 of 1JDZDESIGN CONSTRUCTION TRADING shall rectify the said defect at no cost to BATS MARKETING CAMPAIGN SERVICES. Such warranty and guarantee shall not extend to ordinary wear and tear, damage caused by improper use, or Acts of God ‘The JDZDESIGN CONSTRUCTION TRADING shall execute a written “Warranty”, prior to receiving final payment. ‘The JDZDESIGN CONSTRUCTION TRADING shall provide BATS MARKETING CAMPAIGN SERVICES the required Surety Bond for the 20% Advance payment that will be given by BATS MARKETING CAMPAIGN SERVICES to JDZDESIGN CONSTRUCTION TRADING and the corresponding Performance Bond shall also be secured by SUBCONTRACTOR. Surety Bond shall be submitted by JDZDESIGN CONSTRUCTION TRADING to BATS MARKETING CAMPAIGN SERVICES prior to the release of the said 20% Advance payment, however, the corresponding Performance Bond shall be submitted by JDZDESIGN CONSTRUCTION TRADING to BATS MARKETING CAMPAIGN SERVICES within thirty (30) days upon release of the said 20% Advance payment. ARTICLE 3 - SCHEDULE FOR PERFORMANCE Time Time is the essence of this Contract. Timely performance of the duties of the Subcontractor is critical to the success of the project. All notice periods and times for performance shall be strictly observed. Where the reference period measured in “days” it shall be deemed to mean calendar days, unless otherwise stated. In case of delay, BATS MARKETING CAMPAIGN SERVICES shall charge JDZDESIGN CONSTRUCTION TRADING a liquidated damages equivalent to one tenth of one percent (1/10" of 1%) of the contract price for each and every calendar day of delay from the date the latter informs the former of the delay, said delay should be unjustified in the opinion of BATS MARKETING CAMPAIGN SERVICES, The Contractor agrees that BATS MARKETING CAMPAIGN SERVICES actual damages for such delay (ould be difficult or impossible to ascertain in such an event and that such liquidated damages copstitute 2 fair and reasonable amount of damages in the circumstances. Liquidated damages shall bgpayable upon demand by BATS MARKETING CAMPAIGN SERVICES. Liquidated damages do not Timit BATS MARKETING CAMPAIGN SERVICES rights or remedies for damages incurred by reason of matters other than The Subcontractor- responsible delays. All notices required under this agreement should be in writing. Notices intended for BATS MARKETING CAMPAIGN SERVICES should be sent to its principal place of business. On the other hand, notice intended for the Subcontractor may be given at its principal place of business, or to any of its employees present at the site.Nt aN Project Schedule BATS MARKETING CAMPAIGN SERVICES has the right to approve, disapprove, adjust, extend the propose project schedule that will be given by JDZDESIGN CONSTRUCTION TRADING (also known as “schedule”) for the performance of the work of the Project. The Subcontractor shall cooperate fully with BATS MARKETING CAMPAIGN SERVICES requests in the preparation of the schedule and shall make adjustments as necessary to comply with changes necessarily made by BATS MARKETING CAMPAIGN SERVICES to the project schedule Commencement Date The Subcontractor shall commence preparatory and planning work immediately upon execution of this Contract but shall not mobilize to the project site until a Notice to Proceed has been issued by BATS MARKETING CAMPAIGN SERVICES to JDZDESIGN CONSTRUCTION TRADING Upon release and receipt of such notification, the Subcontractor shall mobilize to the project site and begin its on- site work within 20 day. Prosecution of the Work The Contractor and/or their assigned Subcontractor shall diligently proceed to implement the project and carry on work promptly and efficiently so as to not delay the progress of BATS MARKETING CAMPAIGN SERVICES target schedule, If, in the opinion of BATS MARKETING CAMPAIGN SERVICES, the Contractor falls behind in the progress of the work BATS MARKETING CAMPAIGN SERVICES or deems necessary to improve the progress of the work to satisfaction, including, but not necessarily limited to, requiring the Subcontractor to increase the number of employees, machines and equipment, work multiple shifts, work overtime operations, increase equipment usage, work on Sundays, and any other remedies that may resolve the problem, all without additional cost to BATS MARKETING CAMPAIGN SERVICES. In those instances when JDZDESIGN CONSTRUCTION TRADING temporarily makes use of the employee/s of BATS MARKETING CAMPAIGN SERVICES to prosecute the work, the Subcontractor shall be liable to in an amount equal to the salary given by BATS MARKETING CAMPAIGN SERVICES to their employee/s whose services were temporarily required by the JDZDESIGN CONSTRUCTION TRADING. ARTICLE 4 ~ COMPENSATION OF THE CONTRACTOR & PAYMENT TERMS. Contract Amount BATS MARKETING CAMPAIGN SERVICES shall pay the Contractor for the performance of its obligations under this Contract, the Contract Amount stated above. All payments of GENCON shall be in the form of BATS MARKETING CAMPAIGN SERVICES check payable to JOZDESIGN CONSTRUCTION TRADINGPayment Process ‘An advanced payment of twenty percent (20%) shall be released by BATS MARKETING CAMPAIGN SERVICES to JDZDESIGN CONSTRUCTION TRADING within Seven (7) days upon submission of the corresponding Surety Bond issued to BATS by the Credible Bonding Company based in the Philippines to ensure full and faithful performance of the Contractor of its obligation within the contract. Balance shall be paid in progress payment based on actual work accomplished less ten percent (10% retention) and pro-rata deduction of the advanced payment. Amount Billed Less 20% Recoupment (of the 20% Advance Payment) Less 10% Retention APPLICATION of the DOWN PAYMENT The payment of PHASE 1 and PHASE 2 of the Project shall be released in the following manner. Retention As security for the proper completion of the work, BATS MARKETING CAMPAIGN SERVICES shall retain a percentage of each progress payment as identified in this Contract, (“Retention Percentage”) until the completion of the project and upon final acceptance by BATS MARKETING CAMPAIGN SERVICES of the project. The Contractor ’s completion of all administrative requirements included in the shall be required prior to the release of total retained amounts. BATS MARKETING CAMPAIGN SERVICES shall release the said retention after SIX (6) months however, BATS MARKETING CAMPAIGN SERVICES at its’ sole discretion may consider early releases of the said retention. Conditions Prior to Payment JDZDESIGN CONSTRUCTION TRADING must have performed all of its obligations under this agreement, including, but not necessarily limited to, those indicated in the attachments before the release of BATS MARKETING CAMPAIGN SERVICES payments. In case of incomplete or non- compliance with any of its obligations under the agreement, BATS MARKETING CAMPAIGN ERVICES shall not be obligated to make payment to JDZDESIGN CONSTRUCTION TRADING until sijch default is settled. Payment Timing JDZDESIGN CONSTRUCTION TRADING payment requests must be submitted together with their billing and complete attachments to prove their work accomplished These billings must be based on the percentage completion approved by BATS MARKETING CAMPAIGN SERVICES for each line item on the Subcontractor’s Program of Work. JDZDESIGN CONSTRUCTION TRADING may submit their billing every 3% WEEK of every month. , Page 6 of 17Failure of BATS MARKETING CAMPAIGN SERVICES to comply with the date or manner of submission of its payment requests may result in delay in submission of the JDZDESIGN CONSTRUCTION TRADING billing until the following month or until such time as a timely and proper invoice is submitted. Any such delay(s) shall be deemed to be caused solely by JDZDESIGN CONSTRUCTION ‘TRADING. Payment by BATS MARKETING CAMPAIGN SERVICES to JDZDESIGN CONSTRUCTION TRADING shall only be allowed if the work progress that will be billed by JDZDESIGN CONSTRUCTION TRADING is acceptable to BATS MARKETING CAMPAIGN SERVICES. Disputed or Incomplete Work If BATS MARKETING CAMPAIGN SERVICES has not completed its work, or if some of JDZDESIGN CONSTRUCTION TRADING work has been rejected by BATS MARKETING CAMPAIGN SERVICES, BATS MARKETING CAMPAIGN SERVICES may withhold 100% of the estimated progress billing amount or may just deduct the incomplete progress work, the rejected progress work will just be included in the next submission of JDZDESIGN CONSTRUCTION TRADING progress billing, provided the subject work is already completed and acceptable for progress billing. Right to Withhold BATS MARKETING CAMPAIGN SERVICES may withhold from current and/or future payments due to the JDZDESIGN CONSTRUCTION TRADING to protect BATS MARKETING CAMPAIGN SERVICES from any possible losses, if in the opinion of BATS MARKETING CAMPAIGN SERVICES, the following events may happen or are likely to occur: * Claims filed by any subcontractor or supplier of JDZDESIGN CONSTRUCTION TRADING. ‘* Claims filed by any of the employee or bonding/insurance companies of JDZDESIGN CONSTRUCTION TRADING. © Damage ca us ed by JDZDESIGN CONSTRUCTION TRADING to the work of another Sub- Contractor or a third party. * Reasonable doubt that JDZDESIGN CONSTRUCTION TRADING can complete the remaining work for the then unpaid contract balance. ‘* JDZDESIGN CONSTRUCTION TRADING is in default of any of the provisions in this contract. BATS MARKETING CAMPAIGN SERVICES, at its option, may pay such claims or costs and credit such amounts to the involved parties with the knowledge of JDZDESIGN CONSTRUCTION TRADINGFinal Payment and Certificate of Completion BATS MARKETING CAMPAIGN SERVICES will make final payment to JDZDESIGN CONSTRUCTION TRADING after all work, both physical and administrative, is fully complete and accepted by BATS MARKETING CAMPAIGN SERVICES. If the final works of JDZDESIGN CONSTRUCTION TRADING are acceptable to, BATS MARKETING CAMPAIGN SERVICES shall release the corresponding CERTIFICATE OF COMPLETION to SUBCONTRACTOR within seven (7) days for their completed project. BATS MARKETING CAMPAIGN SERVICES will assure to make the corresponding payment to JDZDESIGN CONSTRUCTION TRADING for their undisputed and properly performed work, within a reasonable amount of time or at least not more than SEVEN (7) CALENDAR days from the release of the said CERTIFICATE OF COMPLETION. ARTICLE 5 ~ CHANGES IN THE WORK BATS Right to Make Changes BATS MARKETING CAMPAIGN SERVICES shall have the absolute right to make changes in the JDZDESIGN CONSTRUCTION TRADING Scope of Work, hereinafter called Changes. ‘Such Changes include the addition, deletion, and modification of work. All such changes must be made by written direction from BATS MARKETING CAMPAIGN SERVICES to the JDZDESIGN CONSTRUCTION TRADING as provided herein. JDZDESIGN CONSTRUCTION TRADING shall not rely on verbal statements when perfor of work, as any change shall be preceded by a written notice. 1g change It is further agreed that no one other than authorized personnel of BATS MARKETING CAMPAIGN SERVICES shall have the authority to direct JDZDESIGN CONSTRUCTION TRADING to make changes. If the Owner, Designer or any other person, firm or entity directs JDZDESIGN CONSTRUCTION TRADING to make changes in the work, JDZDESIGN CONSTRUCTION TRADING shall notify BATS immediately for direction and further instruction. BATS MARKETING CAMPAIGN SERVICES shall not be obligated to pay the subcontractor for changes that are not authorized in writing by BATS MARKETING CAMPAIGN SERVICES. ‘The Subcontractor’s Duty to Perform in Change Orders JDZDESIGN CONSTRUCTION TRADING shall have the duty to perform Changes according to the terms of this Article and shall not have the right to refuse to perform Changes. Any dispute regarding compensation for a “Change” shall be resolved as provided herein but JDZDESIGN CONSTRUCTION TRADING shall perform Changes. ( Pace 2 of 17‘Amount for Changes When a Change is made, an equitable adjustment shall be made to the Contract Amount as documented by written change order to this Contract. The change order shall specify the exact nature of the Change, the adjustment to be made to the Contract Price, and the effect of the Contractor’s time for completion of The Contractor's Scope of Work, if any. No change order shall exist until it is executed by JDZDESIGN CONSTRUCTION TRADING acceptance shall be signified by its signature on the change order or its lack of objection to the change order before three days have elapsed after receiving the written change order from BATS MARKETING CAMPAIGN SERVICES. ARTICLE 6 - CLAIMS BY THE SUBCONTRACTOR Defi ion A claim is a demand by the Subcontractor for adjustment to this Contract for additional ‘compensation or other favorable adjustment that was not requested by BATS MARKETING CAMPAIGN SERVICES. A mutually acceptable conclusion toa claim shall be documented by a change order as provided herein. Written Notice The JDZDESIGN CONSTRUCTION TRADING may make certain claims to BATS MARKETING CAMPAIGN SERVICES as provided herein but in all cases such claims shall be made in writing. Timeliness of Claim No claim shall be valid unless such written claim and any notice required by the prime contract is submitted to BATS MARKETING CAMPAIGN SERVICES within the period of time set forth in the prime contract or seven(7) days of the occurrence of the event (or when such facts are discovered by the Contractor, giving rise to the claim, whichever is less. Failure to adhere to this time period shall bar the Contractor ’s claim in its entirety. Resolution of claims BATS MARKETING CAMPAIGN SERVICES shall respond in writing to such claims as soon as possible after receiving written notice from the JDZDESIGN CONSTRUCTION TRADING. Right to Stop Work JDZDESIGN CONSTRUCTION TRADING shall not have the right to stop work at any time unless otherwise that said stop of workis instructed or ordered by BATS MARKETING CAMPAIGN SERVICES to JDZDESIGN CONSTRUCTION TRADING. Page 9 of 17ARTICLE 7 - THE SUBCONTRACTOR DEFAULTS Definition of Default Default shall be considered any breach by JDZDESIGN CONSTRUCTION TRADING of any of their duties, including but not limited to the following: ‘* Failure to commence work when required. Failure to properly man the project ligently and properly prosecute the work or maintain the schedule. Failure to provide quality workman: Failure to perform change order work as directed by BATS. ‘* Failure to pay sub-their Subcontractors and vendors in a timely manner. Failure to pay its employees in a timely manner. Failure to make proper submittals and shop drawings as required in the Project. Failure to provide product warranties and guarantees as required in this contract. Notice of Default In the event of default by the JDZDESIGN CONSTRUCTION TRADING BATS MARKETING CAMPAIGN SERVICES may give a written notice via delivery or fax to JDZDESIGN CONSTRUCTION TRADING which specifically identifies the default and demands which should be settled to BATS MARKETING CAMPAIGN SERVICES satisfaction and standards within the agreed period of both parties. This notice shall be called the “Notice of Default”. BATS MARKETING CAMPAIGN SERVICES will exercise their rights under this Article. Lack of Notice Does Not Bar Future Notice If BATS choose not to immediately give a “Notice of Default” when a default occurs, BATS MARKETING CAMPAIGN SERVICES shall not be precluded from later giving a “Notice of Default” to JDZDESIGN CONSTRUCTION TRADING for the same default. If the JDZDESIGN CONSTRUCTION TRADING fails to cure the default after the agreed period, BATS MARKETING CAMPAIGN SERVICES may, at its option, to take whatever steps it deems appropriate to rectify and/or mitigate the default, including but not limited to: '* Suspend the Sub-Contractor’s right to continue working and enter the Project. * Take possession of the Contractor’s supplies, materials and equipment on the project in order to prosecute the Sub-Contractor’s Scope of Work with proper accounting and inventory. * Complete all or part of the Sub-Contractor’s Scope of Work with BATS MARKETING CAMPAIGN SERVICES own forces and equipment.Hire another Subcontractor to repair, correct, and/or complete the Sub-Contractor’s Scope of Work. Pay whatever costs are necessary to rectify the Contractor ’s default, including but not limited to, the Sub-Contractor ’s employee’s wages, the Contractor's material providers and equipment rental vendors, Terminate this Contract as per Article 8. BATS MARKETING CAMPAIGN SERVICES will exercise its rights as stated in paragraph 7, BATS MARKETING CAMPAIGN SERVICES is entitled to: Withhold all future payments to the JDZDESIGN CONSTRUCTION TRADING, at its discretion, until the complete effects and costs resulting from The Sub-Contractor’s default can be ascertained by BATS MARKETING CAMPAIGN SERVICES. BATS MARKETING CAMPAIGN SERVICES may after givi shall issue @ Debit Memo corresponding to the amount of charges that the Subcontractor may incur, and said amount shall be deducted from all future payments to the Contractor. ‘The amount in the Debit Memo shall include, but is not necessarily limited to, administrative costs plus an allowance of 1.00% for overhead and 10.00% for profit due to BATS MARKETING CAMPAIGN SERVICES. if such amount exceeds the total unpaid balance of the Contract Amount, then the JDZDESIGN CONSTRUCTION TRADING shall promptly make payment to BATS MARKETING CAMPAIGN SERVICES the amount of such excess upon invoicing by GENCON. ARTICLE 8 - TERMINATION OF THE CONTRACT ‘Termination for Cause 1g such “Notice of Default” as required by Article 7, terminate this Contract with cause. In this event, the following procedures shall apply: BATS MARKETING CAMPAIGN SERVICE will give a Written Notice of Termination - To exercise its right to terminate this Contract, BATS MARKETING CAMPAIGN SERVICES must give a written notice called a “Notice of Termination” with Cause” to the Subcontractor. \The JDZDESIGN CONSTRUCTION TRADING is Not Allowed to Re-enter in the Project Site Upon receipt of a Notice of Termination with Cause, the Subcontractor shall be prohibited from entry to the project site and may not move-out any equipment, tools, materials, or other items in the project site without the confirmation and permission of BATS MARKETING CAMPAIGN SERVICES. Seizes Work, Equipment, Materials and Payments Immediately upon serving the Notice of Termination with Cause, BATS MARKETING CAMPAIGN SERVICES shall have a lien upon all property, Including the shop drawings, plans, materials, equipment and tools, of the Subcontractor that remains on the Project site or which are stored offsite but earmarked for the Project. (Such materials, equipment, tools, and other property shall remain in the possession of BATS (MARKETING CAMPAIGN SERVICES until all of the Subcontractor’s Scope of Work is completed and all amounts due to BATS MARKETING CAMPAIGN SERVICES aid as of the date of termination shall be held by BATS MARKETING CAMPAIGN SERVICES until the final completion of the Project and upon which a final accounting shall be completed describing the final amount due to the Subcontractor, if there’s any. (GENCON) Completes the Contractor’s Work BATS MARKETING CAMPAIGN SERVICES shall take over the Subcontractor ’s Scope of Work and shall prosecute the same in whatever manner it deems is in the best interest of the Project keeping 2 full accounting of the costs associated therewith. Final Accounting of Costs Upon completion of the Subcontractor’s Scope of Work, BATS MARKETING CAMPAIGN SERVICES shall provide the Subcontractor with a complete accounting of the costs incurred by BATS MARKETING CAMPAIGN SERVICES or the completion of the Subcontractor’s Scope of Work. BATS MARKETING CAMPAIGN SERVICES shall be entitled to include in such costs any supervision and administrative costs incurred due to the Subcontractor’s failure to perform, as well as a markup of 15% of costs for overhead. Warranty Obligations of the (Subcontractor) Termination as provided in this section shall not relieve the Subcontractor of any obligations and duties that would ordinarily survive completion, including but not limited to warranty obligations and duties to indemnify and insure risks. Stop Work by The Subcontractor The JDZDESIGN CONSTRUCTION TRADING shall not have any right to stop work or terminate this Contract except as provided in this Paragraph or otherwise stated in this contract Conditions Gi ig Rise to The Subcontractor’s Right to Stop Work Before JDZDESIGN CONSTRUCTION TRADING may have a right to stop work under this Contract one of the following “triggers” must be met: BATS MARKETING CAMPAIGN SERVICES must be in default of this Contract by failing to pay the JDZDESIGN CONSTRUCTION TRADING Within 30 days upon submission of billing and after BATS MARKETING CAMPAIGN SERVICES has evaluated the work that was properly performed and billed by the Contractor, and for which the Subcontractor has completed all requirements that entitle it to receive such payment.The Subcontractor remains unpaid for any undisputed contract amounts more than 60 days after the end of the billing period (excluding unexecuted change orders). ‘The JDZDESIGN CONSTRUCTION TRADING shall not have the right to stop work for payments not yet made because of change orders that have not yet been executed or any amounts in dispute. All such issues shall be resolved as provided elsewhere in this Contract. Notice Required If the Subcontractor wishes to exercise its right to stop work it shall give a 7-day written notice to BATS MARKETING CAMPAIGN SERVICES citing the condition gi rise to the stop work right and allowing BATS MARKETING CAMPAIGN SERVICES the ability to cure such conditions. Stop Work Effective Date If BATS MARKETING CAMPAIGN SERVICES has not settled the said submitted written notice within the 7-day period, or given a valid written reason why the Subcontractor’s claim is invalid, then the Contractor shall have the right to stop work until such noticed conditions are settled. In the case BATS MARKETING CAMPAIGN SERVICES orders the said Stop Work Notice, the effective date shall be stated in the order. Restarting Work ‘As soon as BATS MARKETING CAMPAIGN SERVICES makes payment to the JDZDESIGN CONSTRUCTION TRADING, the Subcontractor shall immediately start the work immediately. Any delays to the Subcontractor’s Scope of Work as a result of its exercising its rights under this section shall be governed by the related conditions in this contract. Extra Costs — Extra costs, if any, associated with stopping of work may be submitted to BATS MARKETING CAMPAIGN SERVICES as a claim for change order within 14 days of resumption of work. ARTICLE 9 - SAFETY AND ACCIDENT PROTECTION Safety and Accident Prevention Vigilant attention to the personal safety of all persons and property is of paramount importance. ‘The JDZDESIGN CONSTRUCTION TRADING and BATS MARKETING CAMPAIGN SERVICES shall observe safe work methods and accident prevention procedures at all times. eR eaARTICLE 10 - GENERAL CONTRACT PROVISIONS Entire Contract This Contract and all provisions stated in this instrument are referenced herein, comprise the entire agreement between BATS MARKETING CAMPAIGN SERVICES and the JDZDESIGN CONSTRUCTION TRADING. Any and all amendments to this Contract must be in writing and executed by both parties to be considered enforceable. Site Inspection - the Contractor represents that it has visited the Project site and is familiar with the nature of construction in the general area where the site is located, including site conditions, weather patterns, labor conditions, and regulatory authorities. ‘The Contractor's Review — By execution of this Contract, the Sub- Contractor represents that it has ;wed this document, the terms and conditions, and other attachments in this entire contract, and is responsible for performing its scope of work no matter where set forth in the Contract. and Quality Control All work performed by the JDZDESIGN CONSTRUCTION TRADING shall be in strict accordance with the following criteria: * Quality All work shall be performed and installed at a level of quality as described in the Contract Documents, per industry standards for the area in which the project is located, or per the manufacturer's recommendations, whichever is stricter. The Designer shall be the final evaluator of whether materials and workmanship are of sound quality in conformance with the Contract Documents. * New Materials - Unless otherwise permitted in writing, all materials installed in the Project by the Subcontractor shall be new as originally manufactured. * Acceptance of Prior Work the Subcontractor shall inspect the work upon which its work is to be installed and shall immediately notify BATS MARKETING CAMPAIGN SERVICES if such work is incomplete or is not in conformance and accordance with the requirements of the Subcontractor’s prerequisites to apply its work. Failure to make such notification shall bar the Subcontractor from making any claim related to the prior work. + Cutting and Patching - Unless specifically identified elsewhere in the Contract, the Contractor shall perform all cutting and patching associated with the installation of its work. * Protection of its own Work. - the Subcontractor shall take all necessary precautions to protect its work from damage while on the project and shall leave its work reasonably protected from subsequent damage once its work is complete. ‘* Protection of The Work of Others ~ the Subcontractor is responsible for the protection of completed or partially completed work of other trades during installation of its own work. Should damage occur asa result of the Contractor's activities, the Subcontractor shall repair and/or replace at its own cost, or BATS MARKETING CAMPAIGN SERVICES shall repair at the Subcontractor’s own expense. All damaged work shall be repaired in a timely manner so as not to delay the progress of the job. ‘Tests and Inspections — the Sub-Contractor shall cooperate with all tests and inspections performed to ensure that the work is in accordance with the applicable Engineering codes and regulations. The Subcontractor shall not cover or conceal any work upon which an inspection is required or scheduled. Uncovering of the Work — the Subcontractor shall uncover its work upon request of BATS MARKETING CAMPAIGN SERVICES to provide for inspection to ensure that the work is in accordance with the applicable Engineering codes and regulations. If the Subcontractor violated the related conditions above, or if the work was found to, -be defective, then the Subcontractor shall pay for the costs of inspection and to repair the work damaged to perform the inspection. Correction of The Work ~ the Subcontractor shall immediately perform and pay for the correction of any works to be corrected if found to be defective or the related conditions as mentioned above will immediately be applied. Compliance with Codes - the Subcontractor shall perform all its work in full compliance with all applicable codes, regulations, and laws affecting the work and the safety of its workers. Jobsite Duties - the Subcontractor shall ensure the following items are observed at all times. Daily Report - the Subcontractor’s superintendent, foreman, or other designated \dividuals, shall submit a report to BATS MARKETING CAMPAIGN SERVICES field office every day whenever the Sub-Contractor has workers working on the project. The report shall state the number of workers the Subcontractor has on the project that day and shall subdivide the same into categories (foremen, tradesmen, laborers, apprentices, etc.) along with the work activities that they performed that day and what area of the project they worked. Prior to completing the first daily report, the Subcontractor shall review the form and format with BATS Project Manager. (BATS may provide forms for The Subcontractor's use). Jobsite Meetings - Periodic progress and coordination meetings may be held at the jobsite. The Subcontractor must have a qualified representative, capable of authorizing actions and making decisions regarding the Contractor ’s Scope of Work, attend each meeting while the Subcontractor has work in progress, and as requested by the Project Superintendent. Safety Meetings - Periodic safety meetings may be held at the jobsite. The Contractor must have a qualified representative and each of its employees, if required, attend each meeting, while the Subcontractor has work in progress, and as requested by the Project Manager. Cleanup ~ At the end of every workday, the Subcontractor shall be responsible to leave its work area clean and free of debris. Within 24 hours of notice by BATS MARKETING CAMPAIGN SERVICES of an area that requires cleanup (for which the Subcontractor is responsible in BATS MARKETING CAMPAIGN SERVICES reasonable opinion), the Subcontractor shall cause the area to be cleaned. If the Subcontractor fails to perform such cleanup, then BATS MARKETING CAMPAIGN SERVICES may cause the area to be cleaned and back-charge the Subcontractor for any costs associated therewith. Drugs and Alcohol - There shall be no use of drugs or alcohol at or near the jobsite at any time. Anyone violating this rule shall be removed from the jobsite immediately and permanently. fhC + Animals - Animals will not be allowed on the jobsite. * Conduct and Language - Profane, lewd, obscene, and any other offensive language, behavior and/or clothing will not be tolerated. The Subcontractor shall be responsible for the actions of its employees. Anyone violating this rule shall be warned once and thereafter removed from the jobsite. ‘* Proper Attire — All personnel and visitors on the jobsite shall wear proper attire for the conditions of the jobsite. Hard hats and protective shoes are required at all the time. Jewelry and loose clothing shall be avoided. ‘* Jobsite Visitors — All visitors to the Sub-Contractor’on the jobsite must check in at BATS MARKETING CAMPAIGN SERVICES site office and sign an indemnification form. All visitors shall wear proper attire and observe safety warnings. Article 11 - Miscellaneous Provisions This Contract shall be governed and interpreted in accordance with existing laws, rules and regulations of the Republic of the Philippines. In the event of the litigation, the exclusive venue of any disputes shall be in the Regional Trial Courts of the Philippines to the exclusion of all others. In case one or more of the provisions contained in this Contract shall be invalid, illegal or unenforceable in any respect under the law, the legality and enforceability of the other provisions contained herein shall not in any way be affected or impaired thereby. Upon completion of The Work, it is the duty of the Contractor to submit all of its billings within a reasonable time to BATS MARKETING CAMPAIGN SERVICES. All billings submitted one (1) month after Project completion shall no longer be accepted and the Subcontractor hereby agrees that sald ings are deemed waived in favor of BATS MARKETING CAMPAIGN SERVICES. IN WITNESS WHEREOF, the parties have hereunto signed this Standard Contract on the date and at the place first above- written. : Page 16 of 17PROJECT OWNER AWARDED BATS MARKETING CAMPAIGN SERVICES & JDZDESIGN CONSTRUCTION TRADING © » GENERAL CONTRACTOR PRESIDENT/OWNER (SUBCONTRACTOR) PRESIDENT/OWNER: Att Mbo dds pept- 13, 247% personally appeared before me the following persons: NAME ID DATE ISSUED PLACE ISSUED known to me and to me known to be the same persons who executed the foregoing memorandum of Agreements, consisting of SEVENTEEN (17) pages including this ‘Acknowledgement portion, and they acknowledged to me that the same is their free and voluntary act and deed, and the free voluntary act and deed of the persons they represent. WITNESS MY HAND AND SEAL at the place and the date first aboye written. Doc. No__Y(} ey al Page No._ $F LDEO. 31,2099 peoirns DLL OF ATTORNCY'SNO, 65058 ND.23336 1012/01/21 7 eo eae (0.2536 1012/01/20. PALAWA (BP NO 131952.i1/05/20. PALAWAN JRLE CAMPLIANCE NO VIODIO373.6N479-