Tor Landdev Infra Bunawan 20210816

Filinvest Alabang Inc.
BIM & Quantity Take-off

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TERMS OF
REFERENCE
CONSULTING SERVICES FOR LAND
DEVELOPMENT MASTER PLANNING &
DETAILED DESIGN – INFRASTRUCTURE
SM DEVELOPMENT CORPORATION
PROJECT: BUNAWAN MASTER PLANNING
Document No. SMDC/PD/EDMR-TOR-LD.Infra/2021-04
Department Project Development
Section Engineering Design & Management
Review
PROJECT DETAILS
Terms of Reference – Land Development-Infrastructure Page 1 of 20

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1.0 DEFINITIONS
1.1 "Design Phase Services" means the management, coordination, implementation and
execution of the services required in this Agreement.
1.2 "Work" or "Services" means the services to be performed or undertaken by the DESIGN
CONSULTANT in accordance the OWNER’s Requirements including provision of all
services, labor, materials, supplies, and equipment as necessary or reasonably inferable to
complete the Work, in accordance with the Owner's requirements and the terms of the
Contract between OWNER (SM DEVELOPMENT CORPORATION) and DESIGN
CONSULTANT. The term "reasonably inferable" takes into consideration the
understanding of the parties that some details necessary for completion of the Work may
not be shown on the Drawings or included in the Specifications, but they are a requirement
of the Work if they are a usual and customary component of the Work or otherwise
necessary for complete installation and operation of the Work.
1.3 "Force Majeure" means any event which the DESIGN CONSULTANT could not have
foreseen, or which though foreseen, was inevitable. It shall not include ordinary unfavorable
weather conditions and labor disputes, strikes or lockouts; and any other cause the effect
of which could have been avoided with the exercise of reasonable diligence by the DESIGN
CONSULTANT.
2.0 SCOPE OF WORK
The DESIGN CONSULTANT shall provide the Site Engineering Design Services for the
Project:
2.1 Pre-planning Phase
2.1.1 Site Inspection, Data Gathering and Technical Survey
Upon receipt of the Notice to Proceed (NTP), the DESIGN CONSULTANT will
conduct a site inspection for verification of the actual conditions of the Project site
and verification for the data provided by the foreign consultant. All available and
relevant data shall be gathered from the CLIENT-SMDC. A topographic survey will
be required from the Client to determine the exact vertical and horizontal controls of
the project. A soil investigation and analysis will also be required from the Client to
determine the soil condition of the Project site. The Client will furnish the DESIGN
CONSULTANT with their basic requirements, preferences and desired features and
other necessary information.
2.2 Conceptual and Design Development Phase
The following engineering design services are to be performed in coordination with the
foreign consultant:
2.2.1 Site Grading Plan and Earthworks
The DESIGN CONSULTANT shall design the site grading based on the hydrologic
study of the project areas. The Client’s preferences in the site elevation shall be

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properly coordinated with the plans.
 Preparation of site and road grading plans based on the topographic survey
furnished by the Client.
 Site Grading Plan shall be closely coordinated to the Architect/Client for
proper implementation of the grading plan.
 Design of retaining wall/riprap river revetments based on hydrology study.
2.2.2 Storm Drainage Collection System
The Site Drainage Collection System shall be designed based on the available
rainfall data from the nearest Weather Station. An assessment of the existing
drainage line, creek or any drainage disposal point shall be conducted for possible
discharge points of the collected storm run-off of the project site.
 Prepare most economical Storm Drainage Collection Layout for the Project.
 Provide Storm Drainage Run-off Calculation and Tabulation based on the
assumed return periods of flooding.
 Prepare Design Criteria including Rainfall Intensity and Design Storm Period
based on the hydrology study.
 Calculate pipe sizes based on the available commercial pipe sizes.
 Prepare design of box culvert or channel to connect existing creek, drainage
line/s, to abd from the project site in accordance to actual site condition.
2.2.3 Road Networks Layout
The road layout and horizontal alignment, curve elements will be based on the
proposed site development plan provided by the client. With the geotechnical test
results and analyses made available, the design will have to consider the allowable
soil bearing pressure for the road sub-structure design. The design will have to
conform to applicable and internationally acceptable design standards and DPWH
Standards for Roads and Highways.
 Preparation of the site layout plan showing the horizontal controls

 Design of the horizontal controls and curve elements using Land
Development Desktop computer programs and/or Civil 3D
 Preparation of road profiles showing vertical alignments.
 Design of pavement Structures and road and Miscellaneous Details
 Design of Bridges (if necessary) to link road networks
2.2.4 Sewer Collection System
The Design of Sewerage Treatment Plants, Sewer System must be in accordance

to the National Plumbing Code of the Philippines, other relevant codes, and must be
in conformance to DAO 2016-08 by the Department of Environmental and Natural
Resources.
 Prepare most economical Sewer Collection Layout for the Project.

 Provide Calculation and Tabulation
 Prepare Design Criteria
 For Sewer Lines, Calculate pipe sizes based on the available commercial
pipe sizes.

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 Design of most economical and appropriate Sewage Treatment Plant (STP)
2.2.5 Water Supply and Distribution Network
 The water supply and distribution to the subdivision shall be designed taking
into consideration the type of occupants of the subdivision.
 The design of Water Filtration System, Deepwell System and Water
Storage Facility will be by others if required.
2.2.6 Electrical Supply and Distribution Network
 Design the Electrical Supply Requirement of the entire development

 Design the Distribution Network of the entire development/community
Design of Electrical Supply and its Distribution Network shall be of close coordination
with local power distributors for standards integration in the design. With the demand
for the project be determined based on the proposed land use, necessary facilities
and distribution lines schemes shall be developed and for existing local power
distributors plan upgrading of their facilities. Potential sources of energy will also be
looked into considering existing and future supply in the area, future demand, and
economy.
Design of electrical facilities shall comply with governing codes and

regulations:
 The Philippine Electrical Code Part I and II.

 The Regulation of National Electrical Administration NEA
 IES Handbook
2.2.7 Preparation of Outline Specifications
An outline specification will be prepared considering the preliminary design layout.

Outline specifications will define the type of materials, special construction
requirements and provisions translating the Client’s directives.
2.2.8 Coordination Work
The DESIGN CONSULTANT will designate a Design Manager who will coordinate
with all concerned parties during the design development stage as the project’s
Engineering design Manager. He will represent the DESIGN CONSULTANT in
meetings and discussion with the Client and other parties concerned. He shall report
on the progress of the design work, attend to problems and other important details
necessary and relevant to the design work.
2.3 Contract Documents Phase
2.3.1 Preparation of Detailed Engineering Design
After the preliminary plans have been reviewed and approved by the Client, the
DESIGN CONSULTANT will commence with the preparation of the final Detailed

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Engineering Design of the proposed Project, and in accordance with applicable and
sound engineering codes and practices. All drawings shall be drawn using
AutoCAD and Civil 3D.
2.3.2 Preparation of Technical Specifications
The DESIGN CONSULTANT will pay attention to the consistency in every respect
between the stipulations in the technical specifications, and drawings.
The technical specifications will cover the aspects of the work and the facilities of
the Project, namely:
a) The character and quality of materials and workmanship

b) Detailed definition of systems and equipment
c) Methods and order of the execution of the works
d) Special requirements with respect to fire detection, prevention and control,
security and safety
2.3.3 Signing and Sealing of the Plans
After designing and adapting all design considerations, the DESIGN CONSULTANT
shall affix the signature and professional seal of its designated Engineer-of Record
to all the plans and specifications.
2.3.4 Coordination Work
The DESIGN CONSULTANT will designate a representative who will coordinate

with all concerned parties during the design development stage as the Project’s
Team Leader. He will represent the DESIGN CONSULTANT in meetings and
discussions with the Client and other parties concerned. He shall report on the
progress of the design work, attend to problems and other important details
necessary and relevant to the design work.
3.0 PERFORMANCE PERIOD
STAGES OF WORK:
1. Stage-1 : Conceptual Design – 12 Weeks
❑ Design Criteria/Bases of Design: 2 Weeks after NTP
❑ Conceptual Drawings/Plans: 12 Weeks after NTP
2. Stage-2 : Detailed Design – 16 Weeks
❑ Preliminary Designs Drawings/Plans: Completion date to be advised
❑ Design Development Drawings/Plans: Completion date to be advised

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❑ Final Detailed Design Drawings/Plans: Completion date to be advised
The time frame excludes the time to be allocated for the Client’s review. Any adjustment or
extension of the aforesaid schedule, if necessary, must be mutually agreed upon between
both parties.
It is important to note that the DESIGN CONSULTANT’S deliverables and timeline

must be in parallel with our MASTER PLANNER for this project.
4.0 TERM OF ENGAGEMENT
The Term of Engagement of the DESIGN CONSULTANTS shall be effective for a total
period of Twenty two (22) Weeks from execution of the Contract of Agreement or upon
DESIGN CONSULTANT'S receipt of the Notice to Proceed ("NTP"), whichever is later,
unless earlier terminated in accordance with the provisions of the Contract Agreement.
5.0 PROFESSIONAL FEES
5.1 The DESIGN CONSULTANT is required to submit it’s Bid Proposal VAT Inclusive.
Such Fee shall be paid based on the schedule set forth in the Contract Agreement.
5.2 The DESIGN CONSULTANT shall be solely responsible for and shall pay all taxes, local
and national and other similar fees, charges and assessment which may arise from or are
in connection with the payments made to it by the OWNER under this Agreement.
5.3 When the OWNER is required by applicable law or regulations to withhold taxes from
any amounts due to the DESIGN CONSULTANT, the DESIGN CONSULTANT hereby
authorizes the OWNER to withhold such required amounts and OWNER shall pay the
DESIGN CONSULTANT the remaining amount after the taxes have been withheld.
5.4 In the event that the DESIGN CONSULTANT has to make payment/s to the OWNER
pursuant to this Agreement, the OWNER may at its sole discretion, and is hereby
authorized, to deduct such amount or set-off the amount from any amount due or to become
due to the DESIGN CONSULTANT under this Agreement or under any of its other
Agreements with the OWNER.

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6.0 DESIGN PHASES AND SCHEDULE OF PAYMENTS
The Services to be provided by the DESIGN CONSULTANT shall be performed in Phases

described hereinafter. Payment for the Services shall be made in proportion to the Services
performed such that the compensation at the completion of each Phase shall equal the
following percentages of the total Professional Fees.
MILESTONE/PHASE RATE TOTAL

Upon Signing of the Contract 10% PHP
Upon Completion of Conceptual Design Stage 25% PHP
Upon Completion of Detailed Design Stage 30% PHP
Upon Submission of Final Reports & Drawings 35% PHP
TOTAL PROFESSIONAL FEE (VAT Inclusive) 100% PHP
6.1 The DESIGN CONSULTANT undertakes to submit all invoices to the OWNER in a timely
manner. Notwithstanding anything to the contrary, the OWNER shall not be obliged to make
any payments against any invoice submitted beyond thirty (30) days from date of expiration of
termination of the Contract Agreement. The DESIGN CONSULTANT shall prepare and present
each invoice to the OWNER for the Services rendered in accordance with the payment
schedule provided above.
6.2.1 All invoices shall reflect the date of invoice, dates covered, description of Services
covered by the invoice, any applicable tax and/or charge, and other details as may
be required by applicable laws or regulations. All invoices shall be supported by
adequate documentation and coupled with the Deliverables for each Design Phase;
6.2.2 The DESIGN CONSULTANT agrees to reimburse the OWNER for any amount
incorrectly invoiced and/or erroneously paid by the OWNER;
6.2.3 In case of Dispute with respect to the invoices, the OWNER shall notify the DESIGN
CONSULTANT in writing and provide therefor the basis for such dispute. When
applicable, the OWNER shall proceed to pay the undisputed portion. Article 12 shall
apply with respect to the disputed amount.
6.2 OWNER's payment of, objection to, or failure to object to any invoice, or any payment or
settlement in resolution of a dispute or any combination thereof, shall not be construed to be a
final acceptance, approval of that part of the Services or waiver of defective work, to which such
payment relates, or a release of DESIGN CONSULTANT'S obligations hereunder or liabilities
with respect to such Services. OWNER shall not be considered to have waived, nor shall it be
considered to be in estoppel, in respect of any claims it may have against the DESIGN
CONSULTANT.
SUBMITTALS
The DESIGN CONSULTANT shall submit the following documents which may be required
during the execution of the services:
4.1 Three (3) sets of the Basis of Design/Design Criteria in A4 size prints, one (1) set
shall be returned to the DESIGN CONSULTANT containing comments and revisions

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of the Client.
4.2 Three (3) sets of the conceptual/schematic plans in A1 size prints and outline
specifications in A4 size prints together with the E-file in CAD format for the Client’s
review. One (1) set of plans return to the DESIGN CONSULTANT containing
comments and revision of the client.
4.3 Three (3) sets of the preliminary plans in A1 size prints and outline specifications in
A4 size prints together with the E-file in CAD format for the Client’s review. One (1)
set of plans return to the DESIGN CONSULTANT containing comments and revision
of the client.
4.4 Three (3) sets of the development design plans in A1 size prints and outline
specifications in A4 size prints together with the E-file in CAD format for the Client’s
review. One (1) set of plans return to the DESIGN CONSULTANT containing
comments and revision of the client.
4.5 One (1) set of Final detailed design review plans in A3 size prints, signed and sealed
on all sheets, design analysis and calculation and technical specifications.
 Original Print Plans 20” x 30” Size (1 set);

 Blue Print Plans 20” x 30” Size (20 sets) signed and sealed;
 Technical specifications (20 sets) signed and sealed, in A4 size prints.
 E-file of the Final Design and Plans (PDF & CADD format)
Additional drawings and related documents shall be for the document of the Client.
CLIENT’S RESPONSIBILITY
Successful completion of this undertaking would require the full support and cooperation
from the Client. Initially, the DESIGN CONSULTANT shall expect the Client to provide the
following without cost to the DESIGN CONSULTANT:
5.1 Provide the DESIGN CONSULTANT the complete architectural site development
plans to include specifications, topographic survey maps, soils investigation reports,
hydrologic studies, georesistivity survey (if required) and other pertinent information
that will be vital in the performance of the design services within 7 days of the NTP.
5.2 Furnish the DESIGN CONSULTANT, through its authorized representative assigned
to this Project, the necessary letter of authorization, clearances, permits, passes and
other papers that will enable full access within the project site in conducting its field
measurements.
5.3 Designate a duly authorized representative in dealing with the DESIGN

CONSULTANT.
5.4 Issuance of Certification of Completion to the DESIGN CONSULTANT, upon

completion and final acceptance for the services rendered as per described in the
Scope of Work of this document.

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CHANGES
The Clients may initiate changes in writing to the general Scope of Work to be performed
by the DESIGN CONSULTANT as specified herein. However, if such change causes an
increase in time and/or cost, the additional time and cost must be agreed upon by the parties
in writing prior to commencement of the additional works by the DESIGN CONSULTANT.
TERMINATION OF CONTRACT PRIOR TO COMPLETION
Either party may terminate this contract by giving seven (7) days prior written notice of such
termination to the other party. Should the contract be terminated prior to the completion of
the work stipulated herein to be performed by the DESIGN CONSULTANT, the DESIGN
CONSULTANT shall be compensated based on the work actually accomplished and
completed by the DESIGN CONSULTANT at the date when the termination of this contract
takes effect.
The DESIGN CONSULTANT’s liability for any causes whatsoever shall be limited to its
Service Fee.
THE DESIGN CONSULTANT'S OBLIGATIONS
6.1 In the performance of its obligations hereunder and throughout the effectivity of the Contract
Agreement, the DESIGN CONSULTANT:
6.1.1 Shall carry out the Services with sound theories, due diligence, efficiency and
economy, and in accordance with applicable Philippine laws and regulations;
6.1.2 Shall diligently use best efforts, skill, judgment and abilities, and observe best
practices in performing the Services;
6.1.3 Shall perform, in addition to the Services described, everything necessary, desirable
or practicable for the achievement of the object and purpose of this Agreement;
6.1.4 Shall be responsible in ensuring that the Services shall be performed within the
approved schedule;
6.1.5 Shall submit for prior written approval by the OWNER, the names and qualifications
of consultants, persons, or firms, which the DESIGN CONSULTANT proposes to
subcontract in the performance of the Services;
6.1.6 Shall comply with and strictly observe any laws regarding workmen's compensation
for injuries, minimum wages, hours of work and other labor laws, with respect to its
employees, agents, contractors or representatives;
6.1.7 Shall perform the Services personally or through its employees, as may be
applicable, unless DESIGN CONSULTANT subcontracts the performance of the
Services with the prior written approval of the OWNER;
6.1.8 Shall certify that it has no existing agreement or obligation with third parties that shall
be in conflict with any of the provisions of this Agreement or that would preclude the

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DESIGN CONSULTANT from complying with its obligations;
6.1.9 Shall hold the OWNER free and harmless from any liability arising from non-
compliance or non-observance by the DESIGN CONSULTANT of any applicable
law or regulation, relating to the Services rendered herein;
6.1.10 Warrants that it has the experience, resources, facilities and technical capability and
expertise to perform the Services;
6.1.11 Warrants that it will not enter into any Agreement that would give rise to a conflict of
interest;
6.1.12 Warrants that it has the full power and authority to enter into this Agreement and
that it has the requisite licenses from relevant government agencies to enable it to
perform the Services in accordance with this Agreement. The DESIGN
CONSULTANT shall not be excused from any delay, breach or failure to perform
any of its obligations under this Agreement where such delay, breach, or failure is
occasioned by the failure of the DESIGN CONSULTANT to obtain such permits,
licenses or authority.
6.2 The OWNER shall have the right to reject any portion of the DESIGN CONSULTANT'S
Services that is not in consonance with the plans, drawings and specifications required by
the OWNER. Prompt written notice of any such rejection and the grounds therefor shall be
given by OWNER to DESIGN CONSULTANT.
6.3 DESIGN CONSULTANT shall forthwith perform, without any additional cost or expense to
OWNER, any and all such Services as are required to correct or remedy any act, error, or
omission directly attributable to the plans, drawings, and specifications and other materials
prepared by the DESIGN CONSULTANT, or other persons employed by DESIGN
CONSULTANT, in the performance of any of the provisions of this Agreement. Nothing in
this Agreement shall be construed to create any limitation on the number of revisions or
remedial acts to be done by the DESIGN CONSULTANT to conform with the OWNER'S
specifications, as prescribed in the Scope of Services.
6.4.1 Should the DESIGN CONSULTANT refuse or neglect to correct or remedy such defects
within a reasonable time as may be specified in the notice requesting such correction or
remedy, then OWNER shall be entitled to effect such correction or remedy itself at the
expense of the DESIGN CONSULTANT. The DESIGN CONSULTANT shall reimburse
OWNER upon demand for all expenses incurred by OWNER to effect such correction or
remedy. This is without prejudice and in addition to any other contractual remedy that the
OWNER may have under this Agreement.
THE OWNER'S OBLIGATIONS
The OWNER shall have the following obligations:
7.1 The OWNER shall provide the terms of reference of the Project which includes the
description of the Project and scope, design, project cost, project schedule, criteria for
design objectives, characteristics and constraints, space requirements and relationships,

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site requirements, existing facilities, and desired special components, systems and
equipment.
7.2 The OWNER shall provide the schedule for the Project. The schedule will set forth the
OWNER's plan for milestone dates and completion of the Project.
7.3 The OWNER shall assign an authorized representative who shall act on behalf of the
OWNER with respect to the Project. The OWNER's authorized representative shall
examine the documents submitted by the DESIGN CONSULTANT and shall promptly
render decisions pertaining thereto, to avoid unreasonable delay in the progress of the
DESIGN CONSULTANT's services.
7.4 The OWNER shall furnish the DESIGN CONSULTANT the necessary data and other
information pertinent to the Project such as survey plans and other documents or
information as may be deemed necessary by the OWNER. The DESIGN CONSULTANT
shall immediately notify the OWNER if it appears that any part of such information is in any
way deficient.
7.5 The OWNER shall render approvals and decisions as expeditiously as necessary for the
orderly progress of the DESIGN CONSULTANT's Services.
DELAYS
8.1 As soon as it is recognizable by the DESIGN CONSULTANT that it will not be able to adhere
to schedule, the DESIGN CONSULTANT will inform the OWNER in writing of this fact
without undue delay and cite the grounds therefor.
8.2 In case of delays due to force majeure and which are not attributable to the DESIGN
CONSULTANT, the period within which the Services should have been performed shall be
extended by a period of time equal to the period of interruption caused by an event of Force
Majeure.
OTHER EXPENSES CHARGEABLE TO THE OWNER
9.1 Other Requirements/Deliverables
The DESIGN CONSULTANT shall furnish the OWNER with Ten (10) sets of reports and
drawings, specifications and other documents such as, but not limited to, its equivalent
electronic files in formats as may be prescribed by the OWNER, required for each Design
Phase. Cost of printing or reproduction of extra sets of Deliverables, when required, shall
be for the account of the OWNER.
Note: This deliverables are still subject to finalization, must be the same with the Master
Planner.

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9.2 Additional Scope of Services and Change Orders
9.2.1 Additional Scope of Service

Should the DESIGN CONSULTANT be required to render additional professional service
due to changes, alterations and modifications ordered by the OWNER, the Parties shall in
good faith, negotiate an appropriate adjustment, if any to the Design Phases and Schedule
of Payments. Any approved additional professional service shall be effective upon an
amendment to this Agreement executed by both parties. The amendment shall not render
ineffective or invalidate unaffected portions of this Agreement. For purposes of this Section,
"additional professional service" shall include: (1) work or deliverables not ^ otherwise
necessary or reasonably inferable to complete or render the Services; (2) changes
pertaining to designs different from those described in the OWNER's Specifications as
described in the Scope of Services.
9.2.2 Change Orders
Nothing herein precludes the OWNER from issuing any Request for Change Orders, which
shall not have any effect on the Professional Fees or Design Phases and Schedule. If the
DESIGN CONSULTANT considers such Request to be in the nature of an "additional
professional service", the DESIGN CONSULTANT shall within three (3) days from receipt
of such Request, provide the OWNER with sufficient notice that should clearly set forth the
bases therefor, in which event, the Parties shall negotiate in good faith and when necessary,
effect the appropriate adjustment to the Design Phases and/or Schedule of Payments. In
case of failure of the DESIGN CONSULTANT to timely notify the OWNER, it will be
conclusive upon the Parties that such Request for Change is within the Scope of Services,
as contemplated in this Agreement.
9.3 Reimbursable Expenses
9.3.1 The DESIGN CONSULTANT shall be reimbursed for reasonable business

expenses. Such expenses are subject to OWNER's prior written approval before
incurring the same.
9.3.2 The following business expenses directly related to the Project may be reimbursed:
international long distance telephone charges; postage, courier and shipping fees;
international fax charges; and other printing requirements for extra set of tenders of
documents as provided for in Article 9.1.
9.3.3 If the DESIGN CONSULTANT will be required to travel under this Agreement, the
OWNER shall reimburse the DESIGN CONSULTANT for all pre-approved travel
expenses reasonably incurred in connection with the performance of its obligations
under this Agreement. If the Service or Work demands overnight stay, lodging and
meal expenses shall likewise be reimbursable. The DESIGN CONSULTANT must
obtain prior written authorization prior to any travel pursuant to this Agreement.
9.3.4 The DESIGN CONSULTANT shall submit official receipts for all reimbursable
expenses along with any reimbursement request. Expenses not allowed for
reimbursement include, alcoholic beverages, laundry, valet service, entertainment or
any non-project related items. All official receipts subject of reimbursement should
be issued in the name of the OWNER.

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9.3.5 Unless expressly directed and approved in advance in writing by OWNER, DESIGN
CONSULTANT shall not invoice OWNER for any Reimbursable Expense which is
not listed in above.
TERMINATION AND SUSPENSION
10.1 Either party may immediately terminate the Agreement in the event of:
10.1.1. a breach by the other party of any of its warranties or obligations contained herein
if such breach continues uncured for a period of five (5) days after receipt of the
written notice of such breach to the other party; and
10.1.2 if the amount of delay pursuant to Article 8 hereof has reached ten percent (10%) of
the total Professional Fee.
10.2 In the event of termination by DESIGN CONSULTANT due to breach, default or delay by
the OWNER under Article 10.1, OWNER shall pay a prorated portion of the Fee for the
Design Phase already performed by the DESIGN CONSULTANT. In the event of
termination by OWNER due to breach, default or delay by DESIGN CONSULTANT under
Article 10.1, OWNER shall not have any further liability to pay any prorated Fee and if
applicable, DESIGN CONSULTANT shall refund OWNER a prorated portion of the
Professional Fee for Service that has not yet been performed by DESIGN CONSULTANT
prior termination.
10.3 Further, either party may immediately terminate this Agreement upon written notice to the
other party if either party is adjudicated bankrupt; files a voluntary petition of bankruptcy;
makes a general assignment for the benefit of creditors, is unable to meet its obligations in
the normal course of business as they fall due or if a receiver is appointed on account of
insolvency; or when there is substantial change of ownership on the part of the DESIGN
CONSULTANT. For this purpose, 'substantial change of ownership' shall mean a change
of more than fifty percent (50%) in the capital of the DESIGN CONSULTANT.
10.4 In case of termination under Article 10.3, OWNER shall not have any further liability to pay
any prorated Fee and if applicable, DESIGN CONSULTANT shall refund to OWNER a
prorated portion of the Professional Fee, if any, for any Design Phase Service that has not
yet been performed by the DESIGN CONSULTANT prior termination.
10.5 Prior to the commencement of any Design Phase, the OWNER may immediately terminate
this Agreement upon serving prior written notice to the DESIGN CONSULTANT.
10.6 At any time, the OWNER may terminate this Agreement, without need of cause by providing
the DESIGN CONSULTANT with a written notice of at least thirty (30) days prior to the
effective date of termination. In the event of termination, OWNER shall pay a prorated
portion of the Fee for the Design Phase already performed by the DESIGN CONSULTANT.
10.7 Upon the termination of this Agreement for any reason, each party shall be released from
all obligations and liabilities to the other occurring or arising after the date of such
termination except that any termination shall not relieve the DESIGN CONSULTANT from
any liability accrued prior to termination and from any breach of this Agreement. Upon the
termination of this Agreement for any reason, the DESIGN CONSULTANT shall

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immediately return to the OWNER, any property or information that is in the DESIGN
CONSULTANT's possession or control.
10.8 OWNER may suspend, defer or otherwise postpone the implementation of any Design
Phase for not more than twelve (12) months, without incurring any liability for such
suspension, deferment or postponement. Such suspension, deferment or postponement
shall be the subject of an amendment to this Agreement which shall be executed by both
Parties. The amendment shall not render ineffective or invalidate unaffected portions of this
Agreement. In case of suspension, deferment or postponement for more than twelve (12)
months, the Parties shall in good faith, negotiate on the adjustment of Professional Fees, if
necessary.
10.9 The termination of this Agreement shall be without prejudice and in addition to any other
remedy that the OWNER may have under this Agreement and under existing laws.
INTELLECTUAL PROPERTY
11.1 DESIGN CONSULTANT hereby represents and warrants that the Deliverables or Work and
all materials and Services that may be provided by it to the OWNER will be original and that
the use thereof will not infringe any intellectual property of any third party.
11.2 All designs, artwork, drawings, notes, documents, information and materials (hereafter
"Designs") made, conceived or developed by the DESIGN CONSULTANT alone or with
others which result from or relate to the Services required herein, or which the Design
Consultant may receive from OWNER while performing the services herein, shall be the
sole property of OWNER. The DESIGN CONSULTANT hereby assigns all its rights, title
and interest to each Design, Work or Deliverable for which the DESIGN CONSULTANT
invoices OWNER. Pursuant to OWNER's copyright ownership, OWNER shall have the right
to control the erection of any building or structure which reproduces the whole or a
substantial part of the Design either in its original form or in any form recognizably derived
from the original. The DESIGN CONSULTANT shall not reproduce or permit to be
reproduced the whole or a substantial part of the Design either in its original form or in any
form recognizably derived from the original, in any subsequent commission DESIGN
CONSULTANT will undertake for a party other than the OWNER.
11.3 OWNER shall have the sole right to determine the method of protection for any such
Designs, including the right to keep the same as trade secrets, to file and execute copyright
applications thereon, to use and disclose the same without prior copyright application, to
file registrations for copyright or trademark thereon in its own name, or to follow any other
procedure that OWNER deems appropriate. The DESIGN CONSULTANT agrees that
OWNER has the sole right to execute any applications and/or assignments reasonably
necessary to obtain any copyright or other statutory protection for such Designs in
OWNER's name as OWNER deems appropriate.
11.4 The DESIGN CONSULTANT hereby waives any and all moral rights over the Designs
submitted to the OWNER. When requested by the OWNER, the DESIGN CONSULTANT
shall provide OWNER with all the necessary documents to evidence assignment of such
rights over the Designs.
11.5 The DESIGN CONSULTANT's obligation to assist and execute necessary documents shall

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survive termination or expiration of this Agreement. At OWNER's option, it shall be entitled

to cite the name of the DESIGN CONSULTANT in advertising and other materials.
DISPUTE RESOLUTION
If any dispute or difference shall arise or occur between OWNER and the DESIGN
CONSULTANT in relation to any matter arising from this Agreement, the Parties shall exert all
efforts to settle their differences amicably. In the event that the Parties fail to amicably settle their
dispute within a period of thirty (30) calendar days from the first meeting to discuss the same, a
judicial action to resolve the same may be brought before the proper court of Mandaluyong City,
to the exclusion of all other venues.
INDEMNITY
13.1 The DESIGN CONSULTANT shall indemnify and hold harmless the OWNER, its Affiliates
and each of their respective successors and assigns, officers, directors, employees,
contractors, agents, and shareholders (each an "Indemnified Party") free and harmless
against any and all claims, demands, or causes of action for damage to or loss sustained
or incurred by the OWNER and any Indemnified Party in respect of the performance and
undertaking by the DESIGN CONSULTANT of the Services and all its other obligations
under this Agreement arising from:
13.1.1 any breach of the DESIGN CONSULTANT's obligations under this Agreement as
well as breach or non-compliance by the DESIGN CONSULTANT with any
applicable laws or regulations and in contravention with industry's best practices;
13.1.2 any negligence, misconduct, bad faith or fraud on the part of the DESIGN
CONSULTANT in performing or undertaking the Services and its other obligations
under this Agreement;
13.1.3 personal injury to or loss or damage to the property of the OWNER or even a third
party caused by negligence, misconduct, bad faith or fraud on the part of DESIGN
CONSULTANT;
13.1.4 any losses arising from the employment, hiring and engagement by the DESIGN
CONSULTANT of, or from the acts or omissions of, any of its personnel, officers,
service providers, agents, subcontractors and other personnel, if any, including, for
the avoidance of doubt, any and all claims made by such persons that they are
employees of the OWNER, or claims of any other nature; or
13.1.5 all claims, proceedings, actions, damages and losses (including attorney's fees and
expenses) incurred or sustained by the OWNER, in respect of infringement (or
alleged infringement) of a third party's intellectual property rights arising from the
OWNER's use of the DESIGN CONSULTANT's Services or Work Product/s, in
accordance with this Agreement.
13.2 This Article shall survive the termination or expiration of this Agreement.

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CONFIDENTIALITY
The existence and contents of this Agreement, as well as all technical and business data, and
related documentation, in whatever form provided, recorded or unrecorded, that the OWNER may
furnish and provide to the DESIGN CONSULTANT or which the DESIGN CONSULTANT may
otherwise discover, are hereby declared "Confidential Information". The DESIGN CONSULTANT
shall:
14.1.1 Keep strictly confidential all such Confidential Information, and all related
communication, whether written or verbal, which have been provided with or in the
course of delivery of the Confidential Information before and after the execution of
this Agreement;
14.1.2 Disclose Confidential Information only to those employees and/or approved

subcontractors of the DESIGN CONSULTANT on a need-to-know basis and only to
the extent that they need access for the purpose of implementing this Agreement
and the DESIGN CONSULTANT shall inform such employees and subcontractors,
of the terms and conditions of this confidentiality clause and that they are to adhere
and abide by these terms and conditions;
14.1.3 Use the Confidential Information solely for the purpose of implementing this
Agreement.
14.1 All information contained in this Agreement, including the Annexes and attachments, if
any, and any amended or supplemental agreement subsequently arising hereon, shall
be treated as strictly confidential and shall be disclosed only if required by law or any
competent regulatory or judiciary authority
14.2 The obligation of confidentiality shall survive even after the termination of this Agreement.
MISCELLANEOUS PROVISIONS
15.1 Prohibited Interest
The DESIGN CONSULTANT shall not be interested directly or indirectly in any contract or
agreement concerning any phase of the construction or sale, or to sell any article, product,
material or equipment with any contractor or subcontractor for use in the construction of the
Project.
15.2 No Employer-Employee Relationship
The DESIGN CONSULTANT shall perform its service under the general direction of the
OWNER, but the DESIGN CONSULTANT shall determine, in its sole direction, the manner
and means by which its Services shall be accomplished, subject to the express condition
that the DESIGN CONSULTANT shall at all times comply with applicable laws, rules and
regulations. The DESIGN CONSULTANT is an independent contractor and it is not an
agent or employee of the OWNER, and has no authority whatsoever to bind the OWNER
by contract or otherwise.
15.3 Specific Performance and Equipment Relief

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In addition to any and all other remedies that may be available under this
Agreement and existing laws, in the event of any breach of this Agreement or
delay in the performance, OWNER shall be entitled to specific performance of
the agreements and obligations of the DESIGN CONSULTANT and to such other
injunctive or other equitable relief as may be granted by a court of competent
jurisdiction. The DESIGN CONSULTANT will undertake the specific performance
by itself or with or through a third party engaged by it at its own expense.
15.4 Applicable Law and Separability
This Agreement shall be governed by Philippine Laws. Should any of the

provisions of this Agreement be held or declared invalid, or unenforceable under
any applicable law, rules, regulations or decision of any court or authority of
competent jurisdiction, all the remaining provisions not otherwise affected thereby
shall continue to be in force and effect.
15.5 No Waiver
Failure by the OWNER to insist upon the strict fulfillment of the obligations of the
DESIGN CONSULTANT, or any other terms and conditions of this Agreement,
the General Agreement and agreements and annexes referred to in said General
Agreement, will not be deemed as relinquishment or waiver of any right or remedy
that OWNER may have, neither will it be constructed as waiver of any subsequent
breach or default of the terms, conditions and covenant herein, which terms and
conditions shall continue to be in full force and effect. No waiver by OWNER of
any of its rights under this Contract shall be deemed to have been made unless
expressed in writing and signed by OWNER.
15.6 Subcontracting and Assignment
The DESIGN CONSULTANT shall not subcontract, assign or transfer voluntarily

or involuntarily any of its rights, duties, or obligations under this Agreement
without the express written consent of the OWNER.
15.7 Exclusivity
The Parties agree that the provision of the Services by the DESIGN CONSULTANT shall
be on a non-exclusive basis. However, the DESIGN CONSULTANT shall prior to providing
any similar services to any third party/ies in the same or similar capacity, provide the
OWNER with written notice therefor and give the latter sufficient time to raise any possible
conflict of interest arising therefrom. In this connection, DESIGN CONSULTANT agrees to
disclose to the OWNER its present clients, including individuals or entities known to be in
competition or having conflicting interests with the OWNER.
15.8 Force Majeure
15.8.1.1 Except as may otherwise be specified in this Agreement, a Party shall be

relieved from liability hereunder for failure to perform any of its obligations if such
failure to perform was directly due to Force Majeure. A Party shall likewise be
relieved from liability hereunder for failure to perform any of its obligations if such

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failure to perform was directly due to the other Party's inability or failure to perform
its obligations under this Agreement directly due to Force Majeure. In all cases
during the occurrence of a Force Majeure, the Part}' affected thereby and giving
notice thereof shall, on a reasonable effort basis, immediately undertake all
necessary measures to mitigate the effects thereof and restore, as far as practicable
and at the soonest possible time, performance of its obligations under this
Agreement. The Parties shall use commercially reasonable efforts to ensure
resumption of normal performance of the obligations under this Agreement after the
termination of the Force Majeure and shall perform their obligations to the maximum
extent practicable.
15.8.2 Each Party shall be liable for and shall bear all losses and damages suffered and
incurred as a result of an occurrence of Force Majeure.
15.8.3 If an event of Force Majeure occurs and its effect continues for an aggregate period
of fifteen (15) days, which may be extended by the Parties subject to written
conformity, either Party may terminate this Agreement by giving the other party a
prior written notice.
15.9 Notices
All notices and/or e-mail correspondence required or permitted to be given under this Agreement
shall be deemed effective if provided to the following addresses and nominated representatives, as
may be applicable:
In case there is a change in the contact details or nominated representative/s, the Party shall,
immediately provide the other Party with a formal request for change in the requesting Party's
official letterhead duly signed by the authorized signatory of this Agreement. Upon actual receipt of
the said letter-request, the receiving Party shall issue a confirmation letter indicating such change
with the requesting Party indicating its conformity thereto. Once the confirmation letter is signed by
both parties, it is understood that any change in the contact details and nominated representative
shall be binding upon the Parties upon its actual receipt of the signed confirmation letter. Hence,
prior to the actual receipt of the said signed confirmation letter, the Parties have the right to use the
original contact details and rely on the representations of the existing nominated representative.
15.10 Entire Agreement
This Agreement and its annexes constitute the full and complete understanding and agreement of
the Parties hereto and supersedes all prior understandings and agreement. Any waiver,
modification and amendment of any provision of said Agreement shall be effective only if in writing
and signed by the Parties thereto.
The Parties represented in this Agreement hereby agree to full performance of the covenants and
provisions contained herein and annexes attached to and referred hereto.
15.11 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, and all of which together shall constitute one and the same agreement.

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Filinvest Alabang Inc.

BIM & Quantity Take-off

Terms of Reference – Land Development-Infrastructure Page 1 of 20

Terms of Reference – Land Development-Infrastructure Page 2 of 20

Terms of Reference – Land Development-Infrastructure Page 3 of 20

2.0 SCOPE OF WORK

2.1 Pre-planning Phase

2.1.1 Site Inspection, Data Gathering and Technical Survey

2.2 Conceptual and Design Development Phase

2.2.1 Site Grading Plan and Earthworks

Terms of Reference – Land Development-Infrastructure Page 4 of 20

properly coordinated with the plans.

2.2.2 Storm Drainage Collection System

2.2.3 Road Networks Layout

 Preparation of the site layout plan showing the horizontal controls

2.2.4 Sewer Collection System

The Design of Sewerage Treatment Plants, Sewer System must be in accordance

 Prepare most economical Sewer Collection Layout for the Project.

Terms of Reference – Land Development-Infrastructure Page 5 of 20

 Design of most economical and appropriate Sewage Treatment Plant (STP)

2.2.5 Water Supply and Distribution Network

2.2.6 Electrical Supply and Distribution Network

 Design the Electrical Supply Requirement of the entire development

Design of electrical facilities shall comply with governing codes and

 The Philippine Electrical Code Part I and II.

2.2.7 Preparation of Outline Specifications

An outline specification will be prepared considering the preliminary design layout.

2.2.8 Coordination Work

2.3 Contract Documents Phase

2.3.1 Preparation of Detailed Engineering Design

Terms of Reference – Land Development-Infrastructure Page 6 of 20

2.3.2 Preparation of Technical Specifications

a) The character and quality of materials and workmanship

2.3.3 Signing and Sealing of the Plans

2.3.4 Coordination Work

The DESIGN CONSULTANT will designate a representative who will coordinate

3.0 PERFORMANCE PERIOD

1. Stage-1 : Conceptual Design – 12 Weeks

❑ Design Criteria/Bases of Design: 2 Weeks after NTP

❑ Conceptual Drawings/Plans: 12 Weeks after NTP

2. Stage-2 : Detailed Design – 16 Weeks

❑ Preliminary Designs Drawings/Plans: Completion date to be advised

❑ Design Development Drawings/Plans: Completion date to be advised

Terms of Reference – Land Development-Infrastructure Page 7 of 20

❑ Final Detailed Design Drawings/Plans: Completion date to be advised

It is important to note that the DESIGN CONSULTANT’S deliverables and timeline

4.0 TERM OF ENGAGEMENT

5.0 PROFESSIONAL FEES

Terms of Reference – Land Development-Infrastructure Page 8 of 20

6.0 DESIGN PHASES AND SCHEDULE OF PAYMENTS

The Services to be provided by the DESIGN CONSULTANT shall be performed in Phases

MILESTONE/PHASE RATE TOTAL

Terms of Reference – Land Development-Infrastructure Page 9 of 20

 Original Print Plans 20” x 30” Size (1 set);

5.3 Designate a duly authorized representative in dealing with the DESIGN

5.4 Issuance of Certification of Completion to the DESIGN CONSULTANT, upon

Terms of Reference – Land Development-Infrastructure Page 10 of 20

TERMINATION OF CONTRACT PRIOR TO COMPLETION

THE DESIGN CONSULTANT'S OBLIGATIONS

Terms of Reference – Land Development-Infrastructure Page 11 of 20

DESIGN CONSULTANT from complying with its obligations;

THE OWNER'S OBLIGATIONS

The OWNER shall have the following obligations:

Terms of Reference – Land Development-Infrastructure Page 12 of 20