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CONSTRUCTION AGREEMENT
For the complete Design, Procurement, and Construction of the Log House for Jimenez
Log House.

This CONSTRUCTION AGREEMENT (hereinafter referred to for brevity as "THE AGREEMENT")

made and entered into this 24 th day of APRIL 2023 in TAYAY, RIZAL between the following
parties.

Mr & Mrs Mario Jimenez, owner of the Log House hereinafter referred to for brevity as
the "PRINCIPAL";

-and-

UPCYCLE MANILA represented by Ms. Jerily T. Sunga and Ar. Christopher Juan, with
office at 28 A Philippians Subdivision, Taytay, Rizal hereinafter referred to for
brevity as the “Contractor”

WITNESSETH: That

WHEREAS, the PRINCIPAL in collaboration with the CONTRACTOR, shall design and
construct the Jimenez Log House at Guinhawa, Tagaytay City. Therefore, the design for
the construction of Log House by the Contractor is still subject to approval by the
Principal.

WHEREAS, the PRINCIPAL desires to have the complete installation of the PROJECT WORKS
on the Premises;
WHEREAS, the GENERAL CONTRACTOR hereby agrees to PRINCIPAL terms and conditions within
this AGREEMENT.
WHEREAS, the CONTRACTOR has presented and warranted itself as capable, competent,
duly licensed and it possesses the needed expertise, manpower, equipment and pieces
of machinery required to construct the PROJECT WORKS and has offered its services to
design, construct and complete the PROJECT WORKS;
NOW, THEREFORE, in view of the foregoing premises, the parties hereto agree to
execute this AGREEMENT for the complete design, construction, and completion of the
PROJECT WORKS under the following terms and conditions:

ARTICLE I CONTRACT DOCUMENTS

1. The following documents, which are respectively marked and identified and/or
attached as annexes hereto and made integral parts hereof form part of this
Construction Agreement:

Annex 1. Construction Documents (Special Conditions of the Contract; Technical

Specifications; Plans and Drawings)

Annex 2. CONTRACTOR requirements include the following (IF APPLICABLE):

(a) Authority of the signing official;

(b) Detailed cost breakdown;
(c) Construction schedule & S-curve;
(d) Cash flow by monthly and payment schedule;
(e) Project organizational chart;
(f) Manpower schedule;
(g) List of CONTRACTOR’s personnel;
(h) List of CONTRACTOR’s equipment units, which are
owned,
leased and/or under purchase agreements;

(i) Equipment utilization schedule;

(j) Affidavit of site inspection;

(k) Construction methodology

(l) Construction safety and health programs;
(m) Certificate of compliance with existing labor laws
and standards;
Annex 3. The Articles of Agreement and
Conditions of Contract

Annex 4. The Contractor to provide ALL Risk Insurance and Performance Bond.

Annex 5. Company Profile with Executive summary.

Annex 6. Letter of Award date subject to GENERAL CONTRACTOR’s conformity.

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Annex 7. Notice to Proceed date to be determined upon GENERAL CONTRACTOR’s

conformity.

ARTICLE II INTERPRETATION OF CONTRACT

Any particular(s) mentioned in any of the plans, specifications, and/or the

Contract Documents, Special Conditions not included in this Construction
Agreement shall not be included. In case of conflict in the provisions of
Construction Agreement or discrepancy, errors or omissions shall be submitted
in writing for clarification and approval by the Principal.

Rule 1: The provisions of the Civil Code of the Philippines on the

interpretation of Contracts and of the Rules of Court on the
Interpretation of Documents shall be applied.

Rule 2: Where the conflict between or among the provisions of this Construction
Agreement and/or the Contract Documents shall be
resolved by the following:

(a) the detailed Drawings shall prevail over the general Drawings;

(b) figures written on Drawings shall prevail over the Drawings

themselves; and

(c) calculated dimensions shall prevail over scaled dimensions.

Rule 3: The order of priority among these documents shall be as follows:

(a) Letter of Award

(b) Drawings
(c) Specifications
(d) Contract Documents
(e) Other documents forming part of the Contract as attached thereto or
incorporated therein by reference.
Rule 4: Where there is a discrepancy, defective description, error, or omission
in any of the Contract Documents both parties shall settle amicably for
the benefit of the project.

Rule 5: The Plans, Specifications, or any other Contract Documents as to any

details or lack of a detailed description concerning any part of the
Work can be understood and accepted subject to Principal approval.

The PRINCIPAL and its assigns, acting through the CONSTRUCTION MANAGER (CM),
shall resolve conflicts and discrepancies, defective description, error, or
omission as promptly as possible so as not to adversely affect the
CONTRACTOR's timely execution of the Project CM approval.

ARTICLE I II CONTRACT PRICE

1. The PRINCIPAL agrees to pay the CONTRACTOR in accordance with the terms and
conditions stipulated herein for its complete performance of the Works and all
its obligations under this Agreement subject to the assigned project by
Principal.

Total budget per project is up to: -----------------------

a) The Principal shall pay the CONTRACTOR a down payment deposit of ____%
(_________ percent) to be determined upon approval of the Bill of
Quantities (BOQ) submitted by the Contractor.

b) Within fifteen (15) calendar days from the issuance of the Certificate of
Final Acceptance of the completed Project by the PRINCIPAL, all amounts
due to the CONTRACTOR under this Construction Agreement shall be paid by
the PRINCIPAL to the CONTRACTOR, who shall submit to the PRINCIPAL the
following:

(i) A release of all claims and receivables of actions against the

PRINCIPAL arising from and by virtue of this Agreement;
(ii) Five (5) sets of signed and sealed As-built drawings in the
blueprint, one (1) set of reproducible copy and one (1) set of
electronic-file of the total scope of works.

c) All payments to the CONTRACTOR shall be subject to deduction of the

withholding tax, if applicable, which amount shall be remitted by the
PRINCIPAL to the Bureau of Internal Revenue (BIR).
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The PRINCIPAL shall submit to the GENERAL CONTRACTOR BIR Form No. 2307
(Certificate of Creditable Tax Withheld at Source) showing the payments
made by the PRINCIPAL to the CONTRACTOR for each month and the amount of
taxes withheld.
d) Except for the payment of the Contract Price as provided herein, the
PRINCIPAL shall have no other obligation to the GENERAL CONTRACTOR for
the performance of the Works and all its obligations herein.

The Contract Price shall be fixed during the entire duration of the
contract and shall be adjusted but not limited to, measurement and
pricing errors, price escalation, and any wage or other orders increasing
or restructuring wage rates, or any lawful order or imposition to be
assessed upon employers in general. The Contract Price shall be deemed to
include any labor cost adjustment projected over the contract period.
Notwithstanding the foregoing, the Contract may be adjusted in case of
approved Change Orders. Quantities for Change Orders shall be submitted
by the CONTRACTOR for approval and acceptance by the PRINCIPAL and the
agreed rates for the Change Orders shall be used to determine the cost of
such Change Orders. In the event however that the prevailing market price
of construction materials at the time of the execution of the approved
BOQ exceeds ten percent (10%) for works to be performed, the PRINCIPAL
shall bear and shoulder such an increase of the said percentage upon its
approval.

e) The Contract Price shall include, and the CONTRACTOR is deemed to have
taken full account of, all requirements to complete the Works, whether
expressed or implied from the relevant Project documents. Without
limiting the coverage of the Contract Price, the Contract Price shall be
understood to include the furnishing of materials (except when the
PRINCIPAL requests for a different brand in which case, PRINCIPAL shall
pay for the approved equivalent), labor, supervision, plant, equipment,
tools, scaffolds and other facilities which may be deemed necessary or
proper for the execution and completion of the Works. Allowances, taxes,
duties, insurances and risks, equipment commitment, delivery expenses,
survey and inspection costs, as well as inflation, foreign exchange rate
changes, fuel price hikes, changes in local and foreign market
conditions, and all other costs necessary for timely completion and
acceptance of the Works shall also be deemed included in the Contract
Price. All income taxes, and other governmental taxes, fees and charges
which may be levied by the national and/or local governments on the
Contract Price shall be for the sole account of the CONTRACTOR.

f) The CONTRACTOR shall issue a VAT Official Receipt, if applicable, for all
the progress payments of the PRINCIPAL.

ARTICLE IV TIME OF COMPLETION

1. Time is of the essence in the GENERAL CONTRACTOR’s completion of the Works. The
GENERAL CONTRACTOR shall commence, and should have commenced, execution of the
Works upon its receipt of the Notice to Proceed. The CONTRACTOR shall complete
the Project within __________________________ (____) CALENDAR DAYS(the “Time of
Completion”) reckoned from day 1 specified by the PRINCIPAL (which shall
coincide with the release of the first tranche (TBD) for approval, as provided
in Article IV, 1 (a) A, and, the PRINCIPAL’s written approval of the detailed
plans and specifications submitted by the GENERAL CONTRACTOR; it is hereby
understood that these two conditions must be simultaneously performed by the
PRINCIPAL for the commencement of the _____ DAYS period of completion). Where
necessary, prior to the date of commencement of the Project, the CONTRACTOR,
the PRINCIPAL, and the CONSTRUCTION MANAGER shall hold a pre-construction
conference to thresh out issues, details in the commencement and execution of
the Works, and all other details necessary for the successful completion of the
Project.

2. The Time of Completion shall include the PRINCIPAL’S inspection of the Project,
the submission by the PRINCIPAL of the punch list, the CONTRACTOR’s performance
of the works he undertook, and full compliance with the punch list, and final
clean-up by GENERAL CONTRACTOR and approval by the PRINCIPAL.

3. If for any reason, the rate of progress of the Project or any section thereof
is, in the opinion of the CONSTRUCTION MANAGER, too slow to ensure completion,
the CM shall so notify the CONTRACTOR and the CONTRACTOR shall thereupon
implement such actions and things directed or approved by the CM necessary or
appropriate to expedite progress to complete the Project or such section by the
prescribed time or extended time. The CONTRACTOR shall not be entitled to any
additional payment for implementing such actions and things. If, as a result of
any notice given by the Construction MANAGER under this Section, the CONTRACTOR
will need to do any of the Works at night or on any recognized day of rest, the
CONTRACTOR shall first obtain from the CM has written permission therefor,
which permission the CM shall not unreasonably withhold.
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4. Should the GENERAL CONTRACTOR fail to complete the Project within the Time of
Completion, the GENERAL CONTRACTOR shall pay the PRINCIPAL liquidated damages
amounting to one-tenth of one percent (1/10 of 1%) of the remaining works of
the Contract Price, as may have been adjusted, and all additional costs if any,
for every calendar day of delay (including Saturdays, Sundays and holidays),
without prejudice to the other provisions of this Construction Agreement and in
addition to such other rights and remedies as shall be available to the
PRINCIPAL hereunder or under relevant laws.
5. Where the CONTRACTOR's slippage shall exceed ten percent (10%) of the original
Critical Path Method network and upon proof of CONTRACTOR’s negligence, the
PRINCIPAL may likewise terminate the Contract upon fifteen (15) days’ written
notice, forfeit the applicable Security or Securities, and take over the
Project.

6. Should the CONTRACTOR be in delay in the performance of the Work under the
Construction Schedule and S-Curve and in addition to the rights and remedies of
the PRINCIPAL under this Construction Agreement, any amount or other liability,
which the PRINCIPAL may pay to or incur in favor of third party consultants,
contractors or suppliers by reason of such delay shall be for the account of
the GENERAL CONTRACTOR.

ARTICLE V CONTRACTOR’S OBLIGATIONS AND WARRANTIES

1. The CONTRACTOR hereby acknowledges the trust and confidence reposed on it by
the PRINCIPAL. The CONTRACTOR shall, therefore, use its best skill and judgment
in the efficient administration and faithful performance of this Construction
Agreement.
2. The CONTRACTOR shall arrange to provide adequate, safe, and proper facilities
at all times for its workers and storage for its equipment, materials, and
supplies at the areas to be designated by the EPCM. Said facilities shall be
open for inspection by the PRINCIPAL or ITS duly authorized representatives.

3. The CONTRACTOR shall at all times keep its work area clean and all unused
materials shall be returned and/or properly stored at the designated
areas/facilities; otherwise, the CONTRACTOR shall be charged the cost of
cleaning the work area under its responsibility. Upon completion of the Project
and before acceptance and final payment is made by the PRINCIPAL, the
CONTRACTOR, at its own expense, shall clean the completed Project and adjacent
property defaced or occupied by it in connection with the prosecution of the
Project of all rubbish, weeds, brush, excess materials, false works, temporary
structures, and equipment. The Project shall be left in a neat, presentable
condition and as approved by the PRINCIPAL and the CM.

4. The CONTRACTOR shall only employ competent and skilled workers. The
CONTRACTOR’s Project Manager shall at all times be in the premises of the
construction and any order or writing given to the CONTRACTOR’s Project Manager
or representative shall be considered as having the same effect as if given to
the CONTRACTOR. The CONTRACTOR shall replace, upon request of the PRINCIPAL,
workers, or personnel who, in the opinion of the PRINCIPAL, are not desirable
or competent to execute the works.

5. The CONTRACTOR shall exercise due diligence and care in respect of the
property, equipment, and materials of the PRINCIPAL and/or other contractors
who are in the possession or custody of the CONTRACTOR or at the Site.
6. The CONTRACTOR shall comply with and shall indemnify and save harmless the
PRINCIPAL from any violation of the law, ordinances, and government regulations
applicable to the implementation of the Project.

7. Workmanship to be rendered by the CONTRACTOR shall be of the best quality known

to the trade and all materials to be used shall be in accordance with those
specified by the PRINCIPAL (with samples of the same to be submitted to the
PRINCIPAL whenever required). Whenever the PRINCIPAL deemed it necessary, the
CONTRACTOR shall have the materials tested with a reliable testing institution.
In case the CONTRACTOR fails to comply as directed by the PRINCIPAL, the
PRINCIPAL will arrange to carry out the test to its satisfaction at the expense
of the CONTRACTOR. In all cases, the CONTRACTOR shall bear solely the cost of
such testing.

8. The CONTRACTOR warrants that it has not employed or retained any person to
solicit or secure the Contract upon any agreement for a commission, percentage,
brokerage, contingent fee, or any consideration. For breach or violation of
this warranty, the PRINCIPAL shall have the right to terminate the Contract
without liability and deduct from the value of the Contract the full amount of
such commission, percentage, brokerage, or contingent fee. The CONTRACTOR
further warrants that it has not given or promised to give any money, gift,
advantages or benefits to any person directly or indirectly to secure the
Contract, whether or not such person is employed by the PRINCIPAL.
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9. In addition to such warranties as may be provided by law or contained in other

provisions of this Construction Agreement, the CONTRACTOR hereby warrants that
the Project shall be undertaken and completed in a workmanlike manner and
accordance with universally accepted practices. For a period of ONE (1) year
from date of issuance of the Certificate of Final Acceptance, the CONTRACTOR
hereby guarantees its work against defects in workmanship, as well as defects
caused by the use of inferior quality materials and, binds itself to make good
the defects within five (5) days from receipt of written notice from the
PRINCIPAL. The PRINCIPAL may have the work done by other contractors and the
costs of repair, plus damages the PRINCIPAL may have incurred or been adjudged
as liable by reason of defects in the workmanship of the CONTRACTOR’s works,
shall be chargeable against the CONTRACTOR and may be collected against the
Guarantee Bond referred to herein.

10. Except where otherwise stated, the CONTRACTOR shall pay all taxes and charges,
and other payment or compensation, if any for stones, sand, gravel, clay, or
other materials required for the Project.

11. No work shall be covered up or put out of view without the approval of the
PRINCIPAL, acting through the EPCM, and the CONTRACTOR shall afford a full
opportunity for the CM to examine and measure any work which is about to be
covered up and/or put out of view. The CONTRACTOR shall give due to written
notice to the CM whenever any such work is ready for examination and the
Construction MANAGER shall, without delay, attend to examine and measure such
work.

12. The CONTRACTOR shall uncover any part or parts of the Project or make openings
in or through the same for the PRINCIPAL, through the CM, may from time to time
direct and shall reinstate and make good such part or parts to the satisfaction
of the CM. If any such part or parts have been covered up or put out of view
after compliance with the preceding inspection requirement and are found to be
executed in accordance with the Contract, the expenses of uncovering, making
openings in or through, reinstating and making good the same shall be borne by
the PRINCIPAL, but in any other case, all costs shall be borne by the
CONTRACTOR.

CONSTRUCTION MANAGER (CM):

ARTICLE VI CONTRACT TIME EXTENSIONS

1. A request for a time extension shall be submitted to the Principal for

approval.
2. Where the need for Time Extension is by reason of a Change Order, the
CONTRACTOR shall indicate in the request for reason of Change Order and time
extension required. The Change Order shall be approved together with the
additional/deductive amount and time involved for an extension.

ARTICLE VII FINAL ACCEPTANCE

1. Upon completion of the Project, the CONTRACTOR shall clear the Site and the
surrounding work area of all debris and dirt which shall be placed in the
designated area for hauling out and leave the Site in a clean and orderly
condition. The CONTRACTOR shall furthermore replace and/or repair at its own
expense any damages that may have been caused to surrounding properties. The
CONTRACTOR, upon completion of the Project, shall furnish the PRINCIPAL with a
copy of the final building or construction plans as implemented or carried out.
The CONTRACTOR shall then request the PRINCIPAL to conduct a final inspection
of the completed works. With a favorable recommendation by the CM, the
PRINCIPAL shall, if satisfied with the construction work and the submitted
asbuilt plans, issue the Certificate of Final Acceptance, without prejudice to
the warranties of the CONTRACTOR. The CONTRACTOR shall not leave or abandon the
Project until the final inspection by the PRINCIPAL has been conducted and the
Certificate of Final Acceptance issued.
2. Notwithstanding the issuance of the Certificate of Final Acceptance, the
CONTRACTOR and the PRINCIPAL shall remain liable for the fulfillment of any
unfulfilled obligation incurred under the provisions of the Contract prior to
the issuance of the Certificate of Final Acceptance and, for purposes of
determining the nature and extent of any such obligation, the Contract shall be
deemed to remain in force between the parties to the Contract.
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ARTICLE VIII LIABILITY FOR DEFECTS DURING GUARANTEE PERIOD

1. Unless otherwise stipulated in the Contract, the Guarantee Period as to the

works certified to be completed shall be the period of ONE (1) year from the
date of the Certificate of Final Acceptance issued to the CONTRACTOR.
2. During the Guarantee Period, the CONTRACTOR shall, within five (5) calendar
days from receipt of the notice, execute all works that are required to be
done, consisting of repair, reconstruction, correction of shrinkage, and other
faults.

3. The cost of remedying defects shall be borne by the CONTRACTOR if:

(a) the necessity thereof shall be due to the use of materials, equipment or
workmanship not in accordance with the Contract;

(b) the CONTRACTOR is responsible for the design as part of the Permanent
Works, and there is a fault in such design.

(c) the same is due to the neglect or failure on the part of the CONTRACTOR
to comply with any obligation expressed or implied under the Contract.

If such remedial work is necessary due to any other cause attributable to the
PRINCIPAL, the value of such work shall be ascertained and paid for as Change
Order. Prior to the expiration of the Guarantee Period, the PRINCIPAL, the CM
shall make a final inspection of the Project. The CONTRACTOR shall be notified
of and shall attend this inspection.

4. Should the CONTRACTOR fail to carry out the work required by the CM, the
PRINCIPAL shall carry this out by its workmen or by other contractors. If the
work is that which the CONTRACTOR should have carried out at its own expense,
the PRINCIPAL shall be entitled to recover from the GENERAL CONTRACTOR the cost
thereof or the same may be deducted from any sums of money due or that may
become due to the GENERAL CONTRACTOR.

ARTICLE IX DESIGNATION AND RESPONSIBILITY OF A REPRESENTATIVE

1. The CONSTRUCTION MANAGER, composed of:

1.1 MR. & MRS. JIMENEZ / PRINCIPAL and its

assigns
1.2 UPCYCLE MANILA / Construction Manager (CM)

2. The members of the CM are the representatives authorized to coordinate with the
CONTRACTOR.

ARTICLE X TERMINATION OF AGREEMENT

1. The PRINCIPAL shall have the right to extra-judicially terminate this

Construction Agreement and take over the Project upon the occurrence of any of
the following:

1.1 Slippage by the CONTRACTOR by more than ten percent (10%) from his
original Critical Path Method network;

1.2 If the CONTRACTOR has committed a material breach of the terms and
conditions of the Contract or neglected to carry out any of his
obligations as provided for herein;

1.3 If the CONTRACTOR has failed to maintain the work-quality standards

provided in the technical specification; or

1.4 If the CONTRACTOR has assigned: (i) the whole Project or any part
thereof; or (ii) any of the sums of money due him under this Contract
without the prior written approval of the PRINCIPAL; provided that the
CONTRACTOR is hereby allowed to subcontract portions of the project.

2. Under any of the above conditions, after due written notice to the CONTRACTOR,
the PRINCIPAL shall have the right, without the necessity for judicial process
or action, to rescind this Construction Agreement and suspend further payments
to the CONTRACTOR and/or take over the Project and complete it either by the
administration or by contract with other qualified contractors. The CONTRACTOR,
upon receiving notice to this effect, shall vacate the Site and deliver the
Project, or the part thereof specified in said notice, peaceably to the
PRINCIPAL. All materials, caissons, erections, Temporary Works, and
CONTRACTOR’s equipment and the Plant thereon shall, at the option of the
PRINCIPAL, remain on the Site.
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3. Neither the taking over by the PRINCIPAL of the Project for completion by
administration nor re-letting of the same by the PRINCIPAL to another
contractor as provided hereinabove shall be construed as a waiver or forfeiture
of the PRINCIPAL’s rights to recover damages against the CONTRACTOR and/or the
Surety/Lies for the failure to complete the project as stipulated in the
Contract. In such a case, the CONTRACTOR and/or Sureties shall be liable for
the total daily penalty, computed as hereinabove provided, up to and including
the day immediately before the date the PRINCIPAL took over the Project.

4. Upon rescission or termination of this Construction Agreement, there shall be

an inventory and evaluation to be rendered by the PRINCIPAL concerning the
following:
4.1 what amount (if any) had, at the time of such rescission and termination,
been reasonably earned by or would reasonably accrue to the CONTRACTOR in
respect of Works then actually performed done by him; and

4.2 the value of any unused or partially used Materials, any CONTRACTOR's
equipment, and any Temporary Works found and delivered by the CONTRACTOR
to the site.

The CONTRACTOR and the Surety shall, prior thereto, be notified of the date and
time when such inventory and evaluation shall be commenced, be entitled to
participate therein, and sign the inventory and evaluation report. The failure
of the CONTRACTOR and the Surety after due notice in writing to appear and to
participate therein shall be deemed a waiver of their right to do so.

5. In the event that the total expenditures of the PRINCIPAL in completing the
balance of the Project, including all charges against the Project prior to
rescission of the Contract, are not in excess of the Contract Price, then the
difference between said total expenditures of the PRINCIPAL and the Contract
Price may be applied to settle any claim against the CONTRACTOR.
6. If the PRINCIPAL terminates the Contract under the grounds provided above, it
shall not be liable to pay the CONTRACTOR any further amount (including
damages) in respect of the Contract until the expiration of the Guarantee
Period and thereafter until the costs of execution, completion and remedying of
any defects, liquidated damages for delay (if any) and all other expenses
incurred by the PRINCIPAL have been ascertained and the amount thereof
certified by the CM. The CONTRACTOR shall then be entitled to receive only such
sum (if any) as the CM may certify would have been payable to the CONTRACTOR
after deducting the expenses incurred by the PRINCIPAL. If the expenses
incurred by the PRINCIPAL exceed the sum which would have been payable to the
CONTRACTOR on due completion by him, then the CONTRACTOR shall, upon written
demand by the PRINCIPAL or CM, pay to the PRINCIPAL the amount of such excess
within thirty (30) days from the date of the CONTRACTOR’s receipt of the written
demand. Should the CONTRACTOR fail to pay said amount within the thirty-day
period, the CONTRACTOR shall additionally pay the PRINCIPAL interest on the
unpaid amount at the rate of one percent (1%) per month from the lapse of the
said thirty-day period until full payment.

7. Unless prohibited by law, the CONTRACTOR shall, if so, instructed by the CM,
within fourteen (14) calendar days of such rescission and termination referred
to above, assign to the PRINCIPAL the benefit of any agreement for the supply
of any Materials or Services which the CONTRACTOR may have entered into.

8. In the event the PRINCIPAL enters into any agreement for the hire of
CONTRACTOR's equipment, all sums properly paid by the PRINCIPAL under the
provisions of any such agreement and all costs incurred by it in entering into
such agreement shall be deemed, for the purpose of this Section, to be part of
the cost of executing and completing the Project and the remedying of any
defects therein.

9. Any termination of this Construction Agreement based on any of the above

grounds shall take effect seven (7) calendar days from receipt by the
CONTRACTOR of the PRINCIPAL written notice. Upon termination, the PRINCIPAL
shall have the right to immediately take possession of the Project and all
Materials and assume the completion of the Project by any method deemed
appropriate by the PRINCIPAL. In such a case, the CONTRACTOR shall not be
entitled to receive further payment aside from Work actually rendered and
covered by any unpaid progress billing. Any termination of this Construction
Agreement shall be without prejudice to all legal remedies available to the
PRINCIPAL.

10. The PRINCIPAL may terminate this Construction Agreement with or without cause
by written notice to the CONTRACTOR at least seven (7) days before the intended
termination date. Such termination, however, shall not affect existing
contractual rights and obligations created under this contract, which may have
accrued before the date of termination. In case of such termination, the
GENERAL CONTRACTOR shall immediately discontinue the performance of the Works
and turn over to the PRINCIPAL all Works and other things generated, produced,
or completed by the CONTRACTOR pursuant to this Construction Agreement. For
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this purpose, the relevant provisions of these Sections on the consequences of

the termination of this Construction Agreement shall suppletory apply. As long
as the termination is not due to the breach or violation by the CONTRACTOR of
this contract, the GENERAL CONTRACTOR shall be entitled to be paid the cost of
all Works properly executed prior to the termination as authorized by this
Construction Agreement on a quantum merit basis.
11. This CONSTRUCTION AGREEMENT is revocable within fifteen (15) calendar days upon
signing in the event of non-compliance by CONTRACTOR terms and conditions in
providing Contract Agreement.

ARTICL E XI MISCELLANEOUS

1. RESPONSIBILITY FOR THE WORKS IN THE PROJECT

1.1 Contractor to be Responsible
The CONTRACTOR shall take charge and care of the Project and shall take
every precaution against damage or injury to any part thereof by the
action of the elements or from any other cause. The CONTRACTOR shall
rebuild, repair, restore and make good all damages or injuries to any
portion of the Project occasioned by any of the above causes until final
acceptance by the PRINCIPAL and shall bear the expense thereof.

1.2 Joint and Solidary Liability

When there are two or more contractors to the Contract, it shall be
understood that they agree to be jointly and severally liable to the
PRINCIPAL for the performance of their obligations to the PRINCIPAL under
this Construction Agreement.

1.3 Exemption from Liability

Unless the contract provides otherwise, the CONTRACTOR shall be
released from liability for loss of or damages to the Project if such
loss or damages were due to force majeure, natural calamities, war,
acts of God, and the like, provided that –
(a) the CONTRACTOR acted with due diligence to minimize the extent of
the damage to the Project;

(b) the CONTRACTOR is responsible for the contributory fault and or

negligence.

(c) the CONTRACTOR faithfully complied with all its duties under the
Contract;

(d) during the occurrence of the event of force majeure or immediately

thereafter, the CONTRACTOR promptly and in good faith complied
with the instructions of the CM to minimize the loss or damage to
the Project;

The CONTRACTOR renders the PRINCIPAL free and harmless from any claims
by third persons for injury to persons or damage to property arising
from or due to the same event of force majeure or as a consequence
thereof.

2. RESPONSIBILITY FOR FAULT OR NEGLIGENCE

The CONTRACTOR shall assume all risks and liability for accidents and damages,
including loss, that may occur to persons or property during the term of the
Project, by reason of the fault, negligence or carelessness by its officers,
agents or employees, and shall also assume all direct or indirect damage that
may be suffered or claimed on account of any such construction or improvement
during the time thereof and until the Project is accepted by the PRINCIPAL.
The CONTRACTOR shall render the PRINCIPAL free and harmless from any claims
for injuries, loss of life or property, or damages to others or their
property.

3. RESPONSIBILITY FOR INJURY TO WORKMEN AND THIRD PERSONS

The CONTRACTOR shall render the PRINCIPAL free and harmless from and against
any damages or compensation payable at law to any employee of the CONTRACTOR or
the PRINCIPAL or third persons in respect or consequence of an accident or
injury arising from the CONTRACTOR’s implementation of the Project and shall
meet all claims, demands, proceedings, costs, charges, and expenses whatsoever
in respect thereof or relation thereto.
4. COOPERATION OF GENERAL CONTRACTORS
Whenever any work being done by other contractors is contiguous or related to
the work included in the Project, the sequence of handling the Project shall
be such that the least delay possible will result in each contractor and such
sequence may be determined by the PRINCIPAL, through the CM. The respective
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rights of the various interests involved shall be established by the CM to

secure the completion of the various portions of the Project in general
harmony. The CONTRACTOR shall give the Project the constant attention
necessary to facilitate the progress thereof and shall cooperate with the CM
and other contractors in every way possible.

5. COORDINATION WITH UTILITIES

The CONTRACTOR shall promptly notify all utility companies, pipeline
PRINCIPALs, or other parties affected, and endeavor to have all necessary
adjustments of the public or private utility fixtures, pipelines and other
appurtenances within or adjacent to the limits of Project, made as soon as
practicable. It is understood that the CONTRACTOR has considered in its Bid
all of the permanent and temporary appurtenances in their present or relocated
positions as shown on the Plans. The CONTRACTOR shall coordinate fully with
the utility PRINCIPALs and schedule the Works so as to minimize any potential
delays, inconveniences, or damages to the Project that may result from utility
interference or the operations of moving them.

6. CONFIDENTIALITY
Unless with the prior written consent of the PRINCIPAL, the CONTRACTOR and its
staff assigned to the Project, as well as his other officers, employees,
agents, and representatives, shall not at any time communicate to any person
or entity any information obtained in the course of the performance of the
works under this Construction Agreement or disclosed to them by the PRINCIPAL
for the purpose of the proper performance of the Works, nor shall they make
public any information as to the recommendations formulated in the course of
the duration of the project, or as a result of the services rendered.
7. OWNERSHIP
All documents and all relevant data such as maps, diagrams, plans, designs,
specifications and other supporting records, compiled or prepared in the course
of the performance of the Works shall be the absolute properties of the
PRINCIPAL and shall not be used by the CONTRACTOR for purposes not related to
this Construction Agreement without the prior written approval of the
PRINCIPAL.

8. DELAYS IN COMPLETION
If the completion of the project is expected to be delayed due to force
majeure, such as storms, earthquake, volcanic eruption, civil disturbances
such as war, rebellion, insurrection, transport and other strikes affecting
the production of materials vital to the completion of the Project, and other
unforeseen events beyond the control of the CONTRACTOR, it shall be the
obligation of the CONTRACTOR to promptly notify the PRINCIPAL of such delay.
In all such cases of delay, the time for the performance of the works herein
shall be extended by a period equivalent to that during which performance is
so prevented, provided that if such delay persists for more than three (3)
months, then the PRINCIPAL shall have the right to terminate this Construction
Agreement and or otherwise resolve necessary remedy with General Contractor to
complete the project.

9. INDEPENDENT CONTRACTORS
Neither shall the CONTRACTOR, nor any of its officers, employees, workers,
laborers, agents, or sub-contractors be considered employees of the PRINCIPAL.
CONTRACTOR shall at all times be directly responsible and liable to its
respective officers, employees, workers, laborers, agents, or sub-contractors
for the enforcement of, and compliance with, all existing laws, rules, and
regulations particularly with respect to labor laws. In cases of injury, death
or accident suffered or caused by the CONTRACTOR’s officers, employees,
workers, laborers, agents or sub-contractors arising out of or in connection
with or on the occasion of the performance of this Construction Agreement, the
CONTRACTOR shall render the PRINCIPAL free and harmless from any claim,
demands, or liabilities which may arise therefrom.

10. ASSIGNMENT
10.1 The CONTRACTOR shall not assign the Contract or any part thereof or any
benefit therein or thereunder to any third party, except that the
CONTRACTOR may hire Sub-Contractors for works to be completed under
Contract Agreement subject to approval by CM and Principal.

10.2 The PRINCIPAL's consent to the assignment provided above shall not oblige
the PRINCIPAL to the CONTRACTOR's banker or insurer to release: (i) any amount
not due under the Contract; or (ii) the retention before the expiration of the
warranty period, nor shall such CONTRACTOR's banker or insurer thereby acquire
a preferred claim superior to the rights of the PRINCIPAL under the Contract to
indemnity liquidated and other damages.
11. SUBCONTRACTING
11.1 The CONTRACTOR shall not sublet the whole of the Project.

11.2 The CONTRACTOR may sublet any part or portion of the Project upon approval
of the Construction MANAGER and or the PRINCIPAL.
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12. NOTICES AND ADDRESSES

The PRINCIPAL’ and the CM's instructions, notices, or other communications in
connection with the Contract, when received by a responsible officer at the
CONTRACTOR's office at the Site (the “Site Office”) or at the address given as
indicated below, shall be considered as duly served upon the CONTRACTOR. Any
change in the address below must be communicated in writing to the CM. The
CONTRACTOR shall bear all consequences of failure to notify the change of
address. The CONTRACTOR shall maintain a record book and note therein the
receipt of all instructions, notices, and communications from the PRINCIPAL
and the CM. The record shall be subject to inspection at the Site Office by
the CM. For the foregoing, the CONTRACTOR shall establish the Site Office
before the submission of the first progress billing. The CONTRACTOR's Site
Office shall be located on or near the Site, shall be open at all reasonable
hours, and shall be maintained until the Certificate of Final Acceptance is
issued by the PRINCIPAL, through the Construction MANAGER. In addition to the
foregoing, notices, invoices and other communications shall likewise be deemed
to have been duly given:
(i) when delivered, if delivered personally by messenger during normal
business hours of the recipient;
(ii) when sent, if transmitted by email or facsimile (receipt confirmed)
during normal business hours of the recipient; or
(iii) on the third business day following mailing, if mailed by certified or
registered mail, postage prepaid, in each case addressed as follows:

13. AMENDMENTS
No amendments, modifications, or alterations to this Construction Agreement
shall be valid or binding on either party unless expressed in writing, signed
by the authorized representatives of the parties hereto, and executed with the
same formality as this Construction Agreement.

14. WAIVERS
The waiver or forbearance or failure of a party in insisting in any one or more
instances upon the performance of any provisions of the Contract shall not be
construed as a waiver or relinquishment of that party’s rights to the future
performance of such provision and the other party’s obligation in respect of
such future performance shall continue in full force and effect.

15. DISPUTE RESOLUTION

The CONTRACTOR and the PRINCIPAL shall use their best efforts to negotiate in
good faith and settle amicably any dispute that may arise out of or relate to
this Construction Agreement or a breach thereof. If any such dispute cannot be
settled amicably through negotiations by appropriate representatives of the
parties, the parties shall submit the same to the Construction Industry
Arbitration Commission (CIAC) for resolution.

16. GOVERNING LAW

Philippine laws shall govern this Construction Agreement and all transactions
contemplated herein in the courts of Cavite.

IN WITNESS WHEREOF, the parties hereto have set their hands on the date and at
the place written below.

PROJECT OWNER/PRINCIPAL

Mr & Mrs Mario Jimenez

Owner

Ms. Jerily T sunga COO

UPCYCLE MANILA
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HEAD ARCHITECT
Architect Christopher Juan UPCYCLE MANILA

A C K N O W L E D G E M E N T