DESIGN AND BUILD AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This ENGINEERING DESIGN AND BUILD AGREEMENT made and executed this
_________________, in __________________________________, Philippines by and between:

MAXIMINO P. NAZARENO, JR, widower, a Filipino citizen and

residing at 42 Capt. C. Nazareno St., Poblacion, Naic, Cavite, represented
herein by its authorized representative, JUAN PAULO A. NAZARENO, and
by its project architect/officer, RACHEL ANN T. CASTRO, who are duly
authorized and empowered for this purpose, hereinafter referred to as
the “OWNER”,

---AND---

PRUDENTECH CONSTRUCTION, INC., a General

Contractor/Corporation company a duly organized and registered under
and by virtue of the laws of the Philippines, with business address at 2nd
Floor 1348, Purok I, Tejero, City of General Trias, Cavite, represented
herein by its President and CEO, ALJEAN S. PRUDENTE as the project
engineer and hereinafter referred to as the “CONTRACTOR”,

The OWNER and CONTRACTOR may hereafter be referred

collectively as the “PARTIES”.

---WITNESSETH---

WHEREAS, the CONTRACTOR desires to work for the engineering design and
construction of a proposed two-storey residential building, perimeter wall and gate, and
three-car garage, hereinafter referred to as the CONTRACT WORKS, located at 42 Capt.
C. Nazareno St., Poblacion, Naic, Cavite, Philippines, hereinafter referred to as the
Project Site, and has caused (c/o architect Rachel Ann T. Castro,UAP ) Architectural
Drawings, Specifications, and Bills of Quantities to be prepared showing and describing
the work to be done. That the same are attached hereto and made an integral part
thereof as Annex 1, Annex 2 and Annex 3, respectively.

WHEREAS, having represented and warranted itself as capable, competent, and

duly licensed to undertake engineering design and construction works, the same has
submitted a proposal to the CONTRACTOR for undertaking the CONTRACT WORKS
(attached hereto and made integral part thereof are its PCAB Registration, Tax
Clearance, Income Tax Return, Financial Statements and Mayor’s Permit as Annex 4,
Annex 5, Annex 6, Annex 7, and Annex 8 respectively as competent proof);

WHEREAS, the PARTIES agreed to this Design and Build Agreement under the
mutually-accepted terms and conditions specified within the Design and Build
Agreement and in the entire package forming the Contract Documents;

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 NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants herein set forth, the Parties hereby agree as follows:

SECTION 1 - SCOPE OF WORK

The CONTRACTOR shall undertake the engineering design and construction of

the proposed two-storey residential building, perimeter wall and gate, and three-car
garage as per agreement based on agree quotation as stated all in strict accordance with
the herein Design and Build Agreement and other complementary document which are
integral part of this Contract. (variation order, not shown on the plan, change of plan,
change of specification means additional cost)

The OWNER shall issue a “Notice to Proceed to Engineering Design” to the

CONTRACTOR upon approval of the Architectural Plan, Specification, and Bill of
Quantities, and the issuance of the Down Payment Fee to the latter.

The CONTRACTOR shall submit one (1) electronic copy in USB flash drive and
three (3) set copies in whiteprint of the signed and sealed Structural Plans, Sanitary
Plans (including Plumbing and Fire Protection), Electrical Plans (including Electronic
such as telephone, cable, etc.), and Mechanical Plans to the OWNER for the issuance of
the “Notice to Proceed to Construct.”

The CONTRACTOR shall maintain in the Project Site a full-time authorized

representative who shall be available at all times to coordinate with the Project Officer
of the OWNER, or any other authorized representative of the latter.

The CONTRACTOR shall, in addition to the specific requirements of the Contract

Documents, submit the following to the OWNER before final payment is made by the
latter, or any authorized representative of the same;

a. One (1) electronic copy three (3) set signed copies “As-Built” drawings,
where applicable;

b. Copy of the “Notice of Completion in Full Satisfaction of Workmanship”

issued by the CONTRACTOR in respect of the CONTRACT WORKS; and

c. Any document related to the CONTRACT WORKS required for purposes

of obtaining the relevant clearances and permits.

SECTION 2 - CONTRACT PRICE

The consideration for the construction of proposed two-storey residential

building, perimeter wall and gate, and three-car garage and shall be in PHILIPPINE
PESOS: FIVE MILLION AND TWO HUNDRED FIFTY THOUSAND PESOS ONLY
(₱5,250,000) EXCLUSIVE OF VAT. The Contract Price shall be fixed limited only to
agree scope of works and budget construction cost and shall be paid in Lump Sum.
Hence, the same shall not be subject to escalation for any reason or whatsoever;

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variation order of change of plans, specification, and materials to be used are subject to
additional of cost.

SECTION 3 – TERMS OF PAYMENT

The OWNER agrees to pay the CONTRACTOR the Down Payment Fee, equivalent
to thirty percent (30%) of the Contract Price, amounting to ONE MILLION FIVE
HUNDRED AND SEVENTY-FIVE THOUSAND PESOS (₱1,575,000.00), upon issuance
of the “Notice to Proceed to Engineering Design” for the engineering design and for the
pre-mobilization of the project such us materials and equipment.

The OWNER shall pay the CONTRACTOR the Mobilization Fee, equivalent to five
percent (5%) of the Contract Price, amounting to TWO HUNDRED SIXTY-TWO
THOUSAND AND FIVE HUNDRED PESOS (₱262,500.00), upon issuance of the “Notice
to Proceed to Construct” for the mobilization of the project such us temporary facility
and manpower.

The OWNER shall pay the CONTRACTOR the Progress Billing Fee, equivalent to
fifty-five percent (55%) of the Contract Price, amounting to TWO MILLION EIGHT
HUNDRED EIGHTY-SEVEN THOUSAND FIVE AND HUNDRED PESOS
(₱2,887,500.00), divided in progress billings in a weekly basis.

SECTION 4 - FULL PAYMENT CLAUSE

The CONTRACTOR shall retain a Retention Fee, equivalent to ten percent (10%)
of the Contract Price, amounting to FIVE HUNDRED TWENTY-FIVE THOUSAND PESOS
(₱525,000.00) in which the OWNER shall release to the CONTRACTOR the said
retained amount in the following manner:

a. NOTICE OF COMPLETION IN FULL SATISFACTION OF WORKMANSHIP

Upon the full completion of the Project including completion of
rectification works before Project Turn-Over; the CONTRACTOR shall
issue a “Notice of Completion in Full Satisfaction of Workmanship” to the
OWNER; and

b. CERTIFICATE OF ACCEPTANCE AND PAYMENT OF RETENTION FEE

The OWNER shall accept (signed) the “Notice of Completion in Full
Satisfaction of Workmanship” and shall issue to the CONTRACTOR the
“Certificate of Acceptance” and Retention Fee equivalent to ten percent
(10%) of the Contract Price.

SECTION 5 - CONTRACT DOCUMENTS

The following documents shall be deemed to form and be read and construed as
part of this Contract Agreement:

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 a. Design and Build Agreement
b. Architectural Plans, Specifications, and Bill of Quantities
c. The SALES QUOTATION
d. Other contract-related documents.

Each part of the Contract Documents is normally complementary. What is noted

in one although not shown in the others shall be considered contained in all. In case of
conflict, the Contract Documents shall have the sequence of priority and importance by
reference to the above.

SECTION 6 - OBLIGATIONS OF THE CONTRACTOR

The CONTRACTOR shall comply with all applicable governmental laws, rules
and regulations in the construction of the said Project, to include all applicable taxes,
duties, tariffs fees, and other charges which may be assessed in connection with or as a
consequence of the execution of this Contract.

SECTION 7 - OBLIGATION OF THE OWNER

The OWNER shall faithfully comply with its obligation to pay the Contract Price
strictly in accordance with the schedule of payment set forth in this Contract without
any necessary delay. The CONTRACTOR shall be responsible for any and all permits
and licenses requisite or necessary in relation to the conduct of its business.

SECTION 8 - EFFECTIVITY AND COMPLETION OF PROJECT

The CONTRACTOR shall commence work upon receipt of the Notice to Award
and/or Notice to Proceed and shall complete the CONTRACT WORKS within three (3-
5) Calendar months (for all structures) as noted in the CONTRACTOR’s proposal
forming part of the Contract Documents.

The OWNER acknowledges the fact that other Contractors, Vendors, or even the
herein CONTRACTOR may have to carry out the works in adjacent sites or within the
project site itself. The CONTRACTOR shall coordinate the activities to the OWNER in
any other instructions concerning to works and other activities or its own personnel to
prevent interference which may adversely affect the progress of the work.

SECTION 9 - GUARANTEE AFTER COMPLETION

For a period of three (1) months after Practical Completion of the CONTRACT
WORKS as evidenced by the issuance of CONTRACTOR of the Certificate of Acceptance,
the CONTRACTOR guarantees the Contract Work against all defects, and all defects
made known to the SUBCONTRACTOR by CONTRACTOR in writing within said period
shall be repaired or replaced by the CONTRACTOR. Remedial work shall start within
fifteen (15) days from said written notice; otherwise CONTRACTOR will undertake the
remedial/corrective work and deduct attendant costs from the remaining balance of the
Retention Amount being held by CONTRACTOR. In case that the remaining balance of

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the Retention Amount is not enough to cover the remedial/corrective work done by the
CONTRACTOR,

SECTION 10 - LIQUIDATED DAMAGES.

In the event the CONTRACTOR fails to complete the CONTRACT WORKS due to
stoppage and other legal matters may arise within the time period agreed with
OWNER/REPRESENTATIVE or within such extended time as may be approved subject
to the conditions of the Contract including legal matters, demobilization and other
forms/issues causes to stoppage of works, the CONTRACTOR shall be entitled to refund
from the OWNER/REPRESENTATIVE the amount of (1.) one-tenth (1/10) of one (1%)
percent of the Contract Price for each day of delay, and (2) including the salary of the
workers from the time of stoppage (working Days) each day of delay.

SECTION 11 – PERSONNEL

The CONTRACTOR shall be responsible in recruiting personnel for the execution

of this Contract.

Any personnel deployed by the CONTRACTOR to carry out its obligations under
this Contract shall remain its employee, and nothing herein contemplated shall create
an agency, joint venture, or partnership relationship between the Parties, nor shall
either Party hold itself out to third parties in such capacity. Neither Party has the power
or authority to act for, represent, or bind the other in any manner. Hence, there shall be
no Employer-Employee relationship shall exist between CONTRACTOR and the
SUBCONTRACTOR as well as its employees and workforce under this Contract.

SECTION 12 - REPRESENTATIONS AND WARRANTIES.

Both Parties represent that both entities are duly organized and existing under
and by virtue of the laws of the Republic of the Philippines, and that both possess the
necessary power and authority to execute, deliver and perform obligations under the
terms and conditions provided under this Contract.

SECTION 13 - FREE AND HARMLESS

The CONTRACTOR hereby renders the CONTRACTOR its officers, agents and
employees, free and harmless from any liability, claim or suit arising from, in connection
with, or as a result of the implementation of its obligations and undertakings under this
Contract, unless the same is directly attributable to the willful misconduct, gross
negligence or fault of the CONTRACTOR.

SECTION 14 – CONFIDENTIALITY

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 Each Party shall treat, protect and safeguard as propriety and confidential all
pertinent information disclosed to the other under this Contract. Neither Party shall
make use of, directly or indirectly, any of the information which it has received from the
other, other than for the purpose for which the information has been disclosed, nor shall
it disclose, publish or reveal any such information to any party, unless the same is
allowed by prior written authorization from the Party concerned. The foregoing
restrictions shall not apply to any information which is:

a. rightfully known or is in the rightful possession of either Party as of the

date of its disclosure;

b. Generally distributed or made available to others by Parties following the

date of its disclosure without restriction as to use or disclosure; and

c. Lawfully becomes known or available to the Parties from third parties

who are not under a similar agreement, directly or indirectly, with a Party
hereto regarding disclosure.

SECTION 15 - NON-WAIVER

The failure of either Party to insist upon the other Party’s strict performance of
any of the covenants, terms and conditions hereof, shall not be deemed as a
relinquishment or waiver of any right or remedy that it may have against the other, nor
shall it be construed as waiver for any subsequent breach or violation by such other
Party of the covenant under this Contract. No waiver by either Party of any right or
remedy shall be deemed to have been made unless expressed in writing and signed by
such Party, through its authorized representative.

The illegality or invalidity of any provision in this Construction Agreement and it

Annexes, as a result of any judicial action brought by any of the parties thereto, shall not
affect the other provisions and/or conditions, unless an indispensable correlation to the
invalid provision is established.

SECTION 16 – ASSIGNMENT

Neither party may assign this Contract nor any of its rights and obligations
provided hereunder without the prior written consent of the other Party. Any
assignment or transfer in violation hereof shall be void ab initio. Provided, where an
assignment or transfer is made or permitted hereunder, the assignee shall be bound by
the provisions of this Contract.

SECTION 17 - AMENDMENT.

This Contract, including the Contract Documents specified in Article 4, shall

supersede and supplant all other prior communications, promises, covenants,
undertakings of whatever nature, whether oral or written, between the parties on the
same subject matter which have not been incorporated into the Contract or attached as

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part of the Contract Document. No amendment or change of its provisions shall be their
duly authorized representatives or signatories.

SECTION 18 - ENTIRE AGREEMENT

This Contract constitutes the entire understanding between the Parties and
supersedes all prior agreements, verbal or written, on the same subject matter
contemplated herein. No amendments, revisions or modifications hereto shall be valid
and binding on the Parties unless reduced in writing and signed by the authorized
representatives of the Parties.

SECTION 19 - DISPUTE RESOLUTION

Any dispute arising from or in connection with the enforcement, interpretation

or violation of the terms and conditions of this Contract shall be filed before the
competent courts/tribunal in Quezon City to the exclusion of all other venues.

SECTION 20 - ADDITIONAL CLAUSE AGREEMENT.

As per agree on both parties for the smooth of transaction and to speed the
mobilization of works contractor may ask the client to purchase all the necessary
materials needed in the construction that doesn’t include in the quotation/contract.
(please refer to quotation attachment) forms of payment shall be in cash advance and or
as per agreement of both parties. Additional construction of works and other activities
that are related to the construction is in favor to the contractor or to undertake. The
purpose of this is to protect the integrity and workmanship of the contractor.

IN WITNESSS WHEREOF, the Parties thereto have caused this Contract to be executed
this ___ day of _____________________ in ____________, Philippines.

Represented By: Represented By:

____________________________ ____________________________
MR. MAXIMINO P. NAZARENO AND
OR
President/CEO OWNER/REPRESENTATIVE
ID No. ID No.
Valid until: Valid until:

Signed in the presence of:

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 ______________________________ ______________________________

REPUBLIC OF THE PHILIPPINES )

CITY OF ____________ ) S.S

ACKNOWLEDGEMENT

BEFORE, a Notary Public, for and in the City of ____________, Philippines,

personally appeared, Mr. ____________________ as representative of CONSTRUCT AND
BUILDING MATERIALS INC., herein called as the CONTRACTOR, exhibiting to me his
proof of competent identity as written in the previous page and _________________________,
as representative , herein called as the OWNER/REPRESENTATIVE, exhibiting to me
his proof of competent identity as also written in the previous page, known to me and to
me known to be the same person who executed the foregoing instrument and they
acknowledged to me that the same is their free and voluntary act and Deed, as well as
the institutions represented.

I, FURTHER CERTIFY, that this instrument consists of six (6) pages, including this
page on which this acknowledgement is written, signed by the parties executing the
same, together with their instrument witnesses, on each and every page hereof.

WITNESS MY HAND AND SEAL this ____ day of ___________, at _________,

__________________, Philippines.

NOTARY PUBLIC

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2019.

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