CONSTRUCTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This CONSTRUCTION AGREEMENT (“AGREEMENT”) made and entered into by and

between:

HERNAN P. ROLIAN, of legal age, Filipino, and with postal address at FB Lot 28, 4 th – 21st
St., Villamor Air Base, Pasay City, Philippines, hereinafter referred to as the “OWNER”;

- and -

RKDP CONSTRUCTION SERVICES, a general construction company organized under

Philippine laws and with office address at Unit 741, 7 th Floor Mega Plaza Building, ADB Ave.,
corner Garnett St., Ortigas Center, Pasig City, Philippines, herein duly represented by its
OWNER, JOAN DIAZ-PAZ, hereinafter referred to as the “CONTRACTOR”.

WITNESSETH:

WHEREAS, the OWNER desires to enter into an agreement with the CONTRACTOR to
provide construction services for a CONSTRUCTION OF A PROPOSED TWO STOREY
RESIDENTIAL BUILDING WITH DECK (“PROJECT”) to be located at FB Lot 28, 4th – 21st
St., Villamor Air Base, Pasay City, Philippines (“SITE”) as further described herein; and,

WHEREAS, the CONTRACTOR, itself or through its vendors, suppliers, and sub-contractors,
desire to provide the foregoing construction services;

NOW THEREFORE, in consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Parties, hereby agree as follows:

Article 1
OWNER and CONTRACTOR

1.1 OWNER’S Interest Paramount. – The interest of the OWNER will be the cornerstone
of the whole construction PROJECT and all other activities relevant thereto. The
CONTRACTOR will diligently work and perform any task in furtherance of such
interest. This is with the provision that the OWNER’S interest is not unconscionable and
not contrary to law, morals, good customs, public policy or inconsistent with this
AGREEMENT.

1.2 OWNER-CONTRACTOR Relationship. The OWNER hereby appoint and

commission the CONTRACTOR to construct the PROJECT to the exclusion of other
principal contractors in accordance with the provisions of this AGREEMENT. The
relationship of the CONTRACTOR to the OWNER shall be that of an independent
contractor. The OWNER shall suggest the results of the work but the CONTRACTOR
shall have control over the work as to the manner, means or details as to how to perform
the same.
1.3 Right to Employ Sub-contractors. The OWNER acknowledges and agrees that the
CONTRACTOR has the right to employ sub-contractors to perform some portions of the
PROJECT pursuant to written sub-contracts between the CONTRACTOR and such sub-
contractors. All sub-contracts shall be consistent with the terms of this AGREEMENT.
No sub-contractor is intended to be or shall be deemed a third-party beneficiary of this
AGREEMENT, provided that the CONTRACTOR shall fully pay any
SUBCONTACTOR and in all instances remain responsible for the proper completion of
this Contract.

Article 2
SCOPE OF WORK

2.1 The CONTRACTOR shall:

a. Supply and provide labor, materials, tools, and equipment, including power and
water, transportation and other facilities, services and all related work for the
PROJECT, in accordance with the attached Bill of Materials & Material
Specifications & Scope of Works and with the issued plans, drawings, schedule,
technical specifications, and other related contract documents, necessary to
prosecute the work to completion, as called for in the plans and scope of works;

b. At its own expense, be responsible for the unloading, unpacking, and inspection
of all contract-furnished materials, machinery, and equipment delivered to the
construction site, and shall also be responsible for the storage, control,
transportation, safekeeping, and any other necessary arrangement for such
materials, machinery, and equipment within the SITE;

c. Ensure adequate protection at all times of all materials, machinery, and equipment
in the construction site against damage, robbery, and pilferage, and shall be
responsible for any damage or loss; and,

d. Render warranty services on all work performed in accordance with the

provisions of this AGREEMENT.

e. Ensure that the house will be completed on time and will be turned over to the
OWNER in very good condition, as agreed on the design and material
specifications and scope of works.

f. Be responsible for demobilization, clearing and cleaning of the site and haul out
of construction debris.

2.2 The detailed tasks involved for each individual item of work set forth in the immediately
preceding paragraph are enumerated in the duly approved construction plans and attached
Material Specifications & Scope of Works & Bill of Materials.

Article 3
WARRANTIES AND
RESPONSIBILITIES OF THE CONTRACTOR

3.1 The CONTRACTOR shall secure all pertinent permits required by the concerned
government office or agency in connection with the PROJECT. All receipted fess shall be
for the account of the OWNER.

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3.2 The CONTRACTOR shall comply with all laws, rules, and regulations promulgated by
the government of the Republic of the Philippines, including those on labor, environment,
safety and sanitation, those regulating the construction industry, and other pertinent laws.

3.3 Should the CONTRACTOR find that any portion of this AGREEMENT is contrary to
any law, rule, or regulation, the CONTRACTOR shall immediately notify the OWNER.

3.4 The CONTRACTOR shall take all precautionary measures to ensure the safety and
convenience of the workers and the general public, and to take all appropriate steps to
prevent damage or injury to persons or property in or about or adjacent to the premises
where the work is being performed.

3.5 The CONTRACTOR warrants that the work done under this AGREEMENT, including
those performed by sub-contractors, if any shall be free from any defect, shrinkage, or
other fault due to defective or improper materials, planning, or workmanship.

3.5.1 Structural stability of the constructed building or edifice for fifteen (15) years
minimum.

3.5.2 Strength and durability of the Roofing for ten (10) years minimum.

3.5.3 Strength and durability of Plumbing and Electrical Rough-ins works for two (2)
years minimum.

3.5.4 Strength and durability of Suspended floor slab, Masonry walls, roof and eaves
against leaks for two (2) years minimum.

3.5.5 Strength and durability of Exterior Painting walls for one (1) year minimum.

3.5.6 Warranties stated at 3.5.1, 3.5.2, 3.5.3, 3.5.4 and 3.5.5 are minimum years. Any
construction defects found below these minimum years will be subject to repair/
replacement for free with the expense of the CONTRACTOR.

3.6 The CONTRACTOR shall leave the work in good order upon completion.

3.7 The CONTRACTOR undertakes to perform its obligations as contained in this

AGREEMENT with all due diligence and good faith according to the resources provided
by the OWNERS and the CONTRACTOR itself.

3.8 The CONTRACTOR shall comply with the above warranties including the corresponding
legal consequences thereof unless the acts of the OWNER prevented the CONTRACTOR
from compliance thereof.

Article 4
OWNER’S RESPONSIBILITIES
AND REPRESENTATIONS

4.1 Payment. The OWNER shall timely pay the agreed consideration. Delay in the payment
thereof by the OWNER absolves the CONTRACTOR from liability arising therefrom
including but not limited to the consequential delay in the completion of the PROJECT.

4.2 Cooperation in good faith. The OWNER undertake to cooperate in good faith with the
CONTRACTOR by showing due respect in their interactions with the CONTRACTOR
and by exerting earnest efforts to amicably fix whatever concerns both parties will have.

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4.3. Access to the SITE. The OWNER shall provide the CONTRACTOR with reasonable
access to the SITE on which the PROJECT is to be physically situated. Such access on
the SITE shall be sufficient to permit the CONTRACTOR to progress with the work
without substantial interruption or interference. In the same vein, the OWNER shall have
the right to inspect the work being done by the CONTRACTOR on the SITE.

4.4 Intellectual Property Clause. The OWNER hereby voluntarily agree and consent to the
CONTRACTOR’S use of the intellectual properties created and that arose from this
PROJECT, including but not limited to house and landscape designs and drawings, solely
for purposes of promotion and advertisement to the public.

4.5 Continuous Construction until Completion. The OWNER shall ensure the continuous
construction of the PROJECT until its completion by performing their obligations
including the timely payment of the agreed consideration. The construction shall continue
unless a formal written request to stop construction is duly accepted by the
CONTRACTOR and after the account liabilities of OWNER are settled.

4.6 Project/ Site Details. The house to be constructed shall be located at FB Lot 28, 4 th – 21st
St., Villamor Air Base, Pasay City, Philippines (“SITE”). Other specific details of the
PROJECT shall be presented in the subsequent duly approved construction plan.

Article 5
COMMENCEMENT AND COMPLETION OF WORK

5.1 Commencement of Work. The CONTRACTOR shall commence performance of the

work not later than SEVEN (7) working days after receiving the full amount of the
agreed down-payment.

5.2 Completion of Work. Unless otherwise prevented by fortuitous events, force majeure,
changes and/or OWNERS-caused delays, the CONTRACTOR undertakes to complete
the PROJECT based on the scheduled plan within ONE HUNDRED EIGHTY (180)
working days from receipt of the agreed down payment.

Article 6
CONTRACT PRICE AND PAYMENTS TO CONTRACTOR

6.1 Contract Price. As compensation in full to the CONTRACTOR for the complete
performance of the work and all of the CONTRACTOR’S other obligations under this
AGREEMENT, the OWNER shall pay and the CONTRACTOR shall accept the sum of
PESOS: FOUR MILLION NINE HUNDRED FORTY TWO THOUSAND
TWENTY & 54/100 (Php 4,942,020.54), exclusive of all government taxes and fees.

6.2 Terms of Payment. The abovementioned Contract Price will be paid by the OWNERS
based on the scheduled terms of payment. (A copy of the scheduled terms of payment is
attached hereto as “ANNEX A”, Bill of Materials for House Construction as “ANNEX
B” & Material Specifications & Scope of Works as “ANNEX C” and made integral part
hereof)

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 Article 7
CHANGE ORDERS; FORTUITOUS EVENTS/FORCE MAJEURE;
AND DELAYS

7.1 Change Orders Requested by the OWNER. The OWNER shall be entitled to a Change
Order upon request in accordance with this Article.

a. If the OWNER submit to the CONTRACTOR in writing a duly signed proposed

Change Order, the CONTRACTOR must respond to the OWNER within ten
(10) working days from receipt of the OWNER’S proposed Change Order with a
written statement setting forth the effect thereof, if any, on the Estimated Contract
Price, completion date or any other obligation or potential liability of the
CONTRACTOR hereunder. The CONTRACTOR may likewise express its
dissent over the proposed changes within the same period.

b. If the parties agree on such changes, the Change Order shall become binding on
the parties as part of this AGREEMENT upon execution thereof.

c. If the parties cannot agree on such proposed changes, then the dispute will be
endorsed to an independent mediator-arbitrator for resolution after earnest and
good faith negotiations are made.

d. Pending resolution of any dispute arising from the proposed changes or any
obligations or issues arising from this AGREEMENT, the CONTRACTOR shall
continue to perform the work required under this AGREEMENT, and the
OWNER shall continue to pay the CONTRACTOR in accordance with the terms
of this AGREEMENT.

7.2 Change Orders Requested by Contractor.

a. The CONTRACTOR shall have the right to a Change Order in the event of any of
the following occurrences: (1) acts or omissions of the OWNER that constitute a
material breach of this AGREEMENT (e.g. delays caused the OWNER or any
person acting on behalf or under the control of the OWNER, payment of Contract
Price, etc.); that adversely affect the CONTRACTOR’S actual cost of
performance of the work or ability to perform any material requirement under this
AGREEMENT; (2) Fortuitous Events and/or Force Majeure; and (3) suspension
of work ordered by the OWNER.

b. The CONTRACTOR shall notify the OWNER in writing and issue to them, at
CONTRACTOR’S expense, within ten (10) working days, a proposed Change
Order, a detailed explanation of the proposed changes and CONTRACTOR’S
reasons for proposing such changes.

c. If the OWNER agrees to the proposed changes, the Change Order shall become
binding on the parties as part of this AGREEMENT upon execution thereof.

d. If the parties cannot agree on such proposed changes, then the dispute will be
endorsed to an independent mediator-arbitrator for resolution after earnest and
good faith negotiations are made.

e. Pending resolution of any dispute arising from the proposed changes or any
obligations or issues arising from this AGREEMENT, the CONTRACTOR shall
continue to perform the work required under this AGREEMENT, and the
OWNER shall continue to pay the CONTRACTOR in accordance with the terms
of this AGREEMENT.

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7.3 Fortuitous Events and/or Force Majeure. A party is not liable for failure to perform the
obligations in this AGREEMENT if such failure is a result of Acts of God (including fire,
flood, earthquake, storm, hurricane or other natural disaster) and Acts of Man (including
war, invasion, act of foreign enemies, hostilities [regardless of whether war is declared],
civil war, rebellion, revolution, insurrection, military or usurped power or confiscation,
terrorist activities, nationalization, government sanction, blockage, embargo, labor
dispute, strike, lockout or interruption or failure of electricity or telephone service).

If a party asserts Fortuitous Events/Force Majeure as an excuse for failure to perform

their corresponding obligations in this AGREEMENT, then the non-performing party
must prove that the party took reasonable steps to minimize delay or damages caused by
the said events, that the party substantially fulfilled all non-excused obligations, and that
the other party was timely notified of the likelihood or actual occurrence of the same.

a. Contractor’s Relief. If the commencement, prosecution or completion of any

work is delayed by Fortuitous Events and/or Force Majeure, then the
CONTRACTOR shall be entitled to an extension of the PROJECT’S completion
date.

b. Owner’s Relief . The OWNER’S obligations under this AGREEMENT shall be

suspended to the extent that the performance of such obligations is delayed by
Fortuitous Events and/or Force Majeure.

7.4 Delay or Changes in the Work Caused by the OWNER. Should the OWNER or any
person acting on behalf of or under the control of the OWNER delay the commencement,
prosecution or completion of any work in this, and such delay is not in any way
attributable to the CONTRACTOR or its sub-contractors, then the CONTRACTOR shall
be entitled to an adjustment in the Estimated Contract Price and an extension to the
PROJECT’S completion date. Any adjustment to the Adjusted Estimated Contract Price
shall be based on the difference of the contract cost of materials & labor upon signing of
this AGREEMENT and prevailing cost of materials & labor. Also, additional direct costs
incurred by the CONTRACTOR for such delay, and any adjustments to the Estimated
Contract Price or the Completion Date shall be put into writing subject to the agreement
of the parties.

7.5 Delay or Changes in the Work Caused by the CONTRACTOR. Should the
CONTRACTOR or any person acting on behalf of or under the control of the
CONTRACTORS including but not limited to the sub-contractors delay the
commencement, prosecution or completion of any work in this, and such delay is not in
any way attributable to the OWNER, then the OWNER shall be compensated for
damages and costs such as but not limited to house rentals, transportation and others
incurred by reason thereof by the CONTRACTORS.

7.6 Delay. For the purposes of this Article, the term “delay” shall include hindrances,
disruptions or obstructions, or any other similar term in the industry and the resulting
impact from such hindrances, disruptions or obstructions, including inefficiency, impact,
ripple or lost production.

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 Article 8
SUSPENSION AND TERMINATION

8.1 Suspension and Termination by the OWNER. After giving written notice and/or
demand, the OWNER may terminate or suspend this AGREEMENT if the
CONTRACTOR has failed to comply with its obligations therein (e.g. deficiencies in the
quality of the work or materials according to the standards of construction in the area in
which the house is built, etc.) unless the CONTRACTOR is able to subsequently comply
with such obligations within the period of thirty (30) working days from receipt of the
written notice/demand. In case of such suspension or termination by the OWNER, the
CONTRACTOR shall be entitled to receive only the payment for work executed as
agreed upon by the parties without prejudice to the CONTRACTOR’S payment, on the
other hand, of costs and damages incurred by the OWNER by reason thereof.

8.2 Suspension and Termination by the CONTRACTOR. In the event that the OWNER
have failed to pay any of the lump-sums or other amounts on or before the dates or within
the periods specified in this AGREEMENT, the CONTRACTOR shall have the right to
suspend all or part of the work after giving not less than thirty (30) working day-written
notice to the OWNER of its intention to suspend the work, and indicating the grounds
upon which it intends to suspend the same without incurring any liability towards the
OWNER and without prejudice to any of CONTRACTOR'S rights under the
AGREEMENT including its entitlement to receive payment for work executed as agreed
upon by the parties, and costs incurred by reason of such termination unless within the
same period of thirty (30) working days, the OWNER has fully corrected the grounds
upon which the CONTRACTOR intends to suspend.

Article 9
ASSIGNABILITY, SEPARABILITY
AND ARBITRATION CLAUSES

9.1 Assignability. The Owner and Contractor each bind themselves, their successors, and
legal representation and assigns, to the other party of this Agreement, and to the partners,
successors, legal representative and assigns of such other party, with respect to all
covenants of this AGREEMENT. Notwithstanding the foregoing, this AGREEMENT
may not be assigned, sublet, or transfer his interest by either party without the prior
written consent of the other.

9.2 Separability. Declaration of invalidity of one or more provisions of this AGREEMENT

would not affect the validity of other provisions not affected therefrom.

9.3 Arbitration. All disputes under this AGREEMENT shall be referred to the Construction
Industry Arbitration Commission (CIAC) in lieu of court litigation, and shall be
submitted in accordance with the provisions of Philippine Law on Arbitration and
provided for in Article 2042 of the new civil code of the Philippines and the provisions of
Republic Act No. 876. The independent Mediator-Arbitrator mentioned in of this
AGREEMENT refers to the accredited mediator-arbitrators of CIAC.

9.4 Entire AGREEMENT. This AGREEMENT supersedes any prior agreement between
the parties and constitutes their entire AGREEMENT and understanding on the matters
herein covered. No changes, modifications or termination of this AGREEMENT shall be
made except in writing signed by the parties. The parties hereby acknowledge that they
have understood the contents of this AGREEMENT and freely affix their signatures
herein in approval thereof and with the solemn undertaking to comply with the same.

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 IN WITNESS WHEREOF, the parties and/or their duly authorized representative/s
hereto have caused the execution of this AGREEMENT at ____________ this __ day of
________ 2023.

CONTRACTOR: OWNERS:

______________________________ ___________________________
RKDP CONSTRUCTION SERVICES HERNAN P. ROLIAN
JOAN DIAZ PAZ

Signed in the presence of:

______________________________ ______________________________
ENGR. REYNALDO PAZ JR.

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________________________) SS.

BEFORE ME, a Notary Public for and in the City of________________, personally appeared:

NAME ID NUMBER/ DATE/PLACE ISSUED

1. JOAN DIAZ PAZ Driver’s License No. N03-12-006853

2. REYNALDO G. PAZ JR. PRC No. 98402

3. HERNAN P. ROLIAN

4.

known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same are their free act and voluntary deed.

This instrument, consisting of eight (8) pages, including the page on which this acknowledgment
is written, has been signed on the left margin of each and every page thereof by the concerned
parties and their witnesses, and sealed with my notarial seal.

WITNESS MY HAND AND SEAL on this __ day of ___________________________

at _________________________.

Doc. No. ......;

Page No. ......;
Book No. .....;
Series of ______