CONSTRUCTION CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This CONSTRUCTION CONTRACT is made and executed by and between:

DOMINIC AND SONS REALTY DEVELOPMENT CORPORATION, a corporation

duly organized and existing by virtue of the laws of the Republic of the Philippines with
principal office address at 2F Unit I-B, Alpha Bldg., Lanang Business Park, Davao City,
represented by its Vice President, DOMINIC DENVER T. SO, hereinafter referred to as
the CLIENT;

– AND –

E. F. ALAMILLO CONSTRUCTION AND SUPPLY, a company duly organized and

existing by virtue of the Republic of the Philippines with principal office address at Phase
5, Apalit St., Dona Asuncion, Pampanga, Sasa, Davao City, Philippines, represented by its
General Manager, EDUARD F. ALAMILLO, hereinafter referred to as the
CONTRACTOR.

WITNESSETH:

WHEREAS, the CLIENT needs the services of a qualified and licensed

CONTRACTOR for the Pipe Culvert Laying @ Diversion Road,Buhangin, Davao City,
under the Scope of Works, hereinafter referred to as the PROJECT;

WHEREAS, the CONTRACTOR has represented and warranted that he is capable,

competent and duly licensed to undertake and complete the aforementioned PROJECT in
accordance with the bid plans and specifications, all of which are made integral parts of
this Contract;

WHEREAS, relying on the aforesaid representation and warranty of the

CONTRACTOR, the CLIENT accepted the said proposal to undertake the implementation
of the PROJECT, subject to certain terms and conditions;

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties
hereto mutually agree, stipulate and covenant as follows:

Article I – DEFINITION OF TERMS

Project Manager/Engineer - The word “Project Manager/Engineer” shall mean the

individual authorized by the CONTRACTOR to oversee the execution of this
Contract, acting either directly within the scope of authority delegated to them by
the CLIENT.

Contractor - The “Contractor” shall mean the party entering into contract for the
performance of the work required, the legal representative of said party in the
performance of the work.

Construction Contract - The word “Construction Contract” shall mean the

Contract Documents and shall include the written agreement, entered into by the
CLIENT and the CONTRACTOR for the performance of work, described in the
Specifications and shown on the Drawings, and change orders issued by the
CLIENT and signed by the CONTRACTOR pertaining to the contract after the
Contract is awarded.

Page1 of 9
 Specifications - The word “Specification” shall mean Special Provisions and the
Material & Technical Specifications of the Contract, together with all addenda and
change orders issued during the bid with respect thereto.

Plans/Drawings - The word “Drawings, Contract Drawings or Plans” shall mean

those drawings accompanying the Specifications which show the location, nature,
extent and form of the work together with applicable details issued during the bid.

Article II – CONTRACT DOCUMENTS

The Contract Documents consist of this Contract and the following documents, all
of which are attached hereto and hereby, incorporated by reference and shall form part of
this Contract:

a.) Bill of Materials and Quantities

b.) Plans and Specifications

The works shall be constructed and performed in accordance with the above-
stipulated Contract Documents that are made an integral part hereof. The CONTRACTOR
shall make no changes or alterations in the plans and specifications without prior written
approval of the CLIENT. A mere act of tolerance shall not constitute approval. In case of
conflict between the Contract Documents referred to above and this Contract, this
Contract shall be deemed controlling.

The documents forming the Contract are to be taken as mutually explanatory of one
another. For the purposes of interpretation, the priority of the documents shall be in
accordance with the following sequence:

(a) Contract Agreement;

(b) Bill of Materials and Cost Estimates
(c) Plans and Specifications

Article III – SCOPE OF WORK

The CONTRACTOR shall fully and faithfully deliver, undertake and perform the
supply of labor, materials, consumables, tools, equipment, supervision and other facilities
needed for the stipulated works based on the scope of works covered by the
CONTRACTOR’s Bill of Materials and Cost Estimates as indicated in the plans,
specifications, and supplementary drawings at the Contract Price and within the Contract
Time herein stipulated and in accordance with the plans and specifications for the
following scope of works:

1) General Requirements
Mobilization/Demobilization
Temporary Facility
2) Site Works
Excavation
Waste Disposal and Hauling
Compaction
Gravel Bedding
Backfill
Removal of Existing Cross Drain
3) Culvert Pipe Laying
4) Manhole installation
5) Culvert Pipe Laying with Slab

The CLIENT shall apply and secure all the necessary permits needed, such as, but
not limited to Building, Electrical, Plumbing/Sanitary and Fire Protection Construction
Page2 of 9
Permits, CAAP permits, Demolition permits, and Occupancy permits. The required fee for
such permits shall be for the account of the CLIENT. Testing of all above indicated
materials required for the project shall be paid and facilitated by the CONTRACTOR.

The PARTIES shall comply with the obligations under this Agreement in a proper,
workmanlike manner, to the best of its skills and ability and shall maintain a high degree of
efficiency.

Possession of Site:
Upon the execution of this contract, the CLIENT shall grant the CONTRACTOR
possession of the Site as may be required to enable it to proceed with the execution of the
Works.

The CONTRACTOR shall provide at his own cost any additional facilities outside the Site
required by it for purposes of the Works. The CONTRACTOR shall allow the CLIENT and
any person authorized by the CLIENT access to the Site and to any place where work in
connection with this Contract is being carried out or is intended to be carried out.

Article IV – CONTRACT PRICE

For the performance and completion of the entire PROJECT as stipulated in Article
III of this Contract, the CLIENT shall pay the CONTRACTOR the sum of One Million
Three Hundred Thousand PESOS ONLY (Php 1,300,000.00) and in manner provided
under Article VI hereunder.

The CLIENT may, at any time during the progress of the construction subject of this
Contract, introduce additional order and/or make changes or alterations in the works being
performed, provided that in such cases, any increase or decrease in the stipulated
Contract Price herein shall be subject to such proportionate adjustment as may be agreed
upon by both parties. Provided further, if and when the alteration and changes mentioned
herein shall affect the Contract Period, the extension of the Contract Period shall also be
subjected to such proportionate adjustments with corresponding extension on overhead
and preliminaries expenses. However, if alteration and changes will reduce the contract
period then it shall also be subjected to proportionate deduction.

Any government mandated increase in labor, government taxes and fees, or any
increase in the price of materials or use of equipment, or ordinary inflation, shall not
subject the contract price for any adjustment.

Article V – REVOLVING FUNDS, PROGRESS PAYMENT & RETENTION MONEY

Upon the signing of this Contract, the CLIENT shall pay the CONTRACTOR an
advance payment of Two Hundred Sixty Thousand (P260,000.00) hereinafter referred to
as the “Down Payment” as revolving fund for the execution of the PROJECT.

CLIENT shall pay the remaining balance to the CONTRACTOR based on actual
progress of works accomplished which shall be paid through progress billing, and which
shall be released to the CONTRACTOR by the CLIENT within Thirty - (30) calendar days
from the submission of progress billings of the CONTRACTOR including validation,
certification, processing, and approval of the CLIENT or his duly authorized representative
at the project site.

The CLIENT shall retain an amount equal to ten percent (10%) of the total contract
price and shall be released only upon completion of the project in accordance with Article
VI hereof.

Article VI –ACCEPTANCE AND FINAL PAYMENT

Page3 of 9
 Upon receipt of the written notice from the CONTRACTOR that the PROJECT is
ready for final inspection and acceptance, the CLIENT or his authorized representative
shall promptly do the joint inspection with the CONTRACTOR and submit a punch-list to
do within fifteen (15) calendar days from receipt of the notice and if the CLIENT or its
Engineer finds the work acceptable under the terms and conditions of this Contract; that
said Contract has been fully and satisfactorily performed, the CLIENT or its authorized
representative shall immediately issue a Certificate of Completion and Final Acceptance
over his own signature stating that the PROJECT provided for in this Contract has been
completed and is accepted by him under the terms and conditions hereof.

If within thirty (30) calendar days after the receipt of above written notice from the
CONTRACTOR, the CLIENT has not advised the CONTRACTOR of any such defects
(except latent defects) within the period, the Works shall be deemed accepted by the
CLIENT and the latter issues the Certificate of Completion and Final Acceptance.

The Ten Percent (10%) retention money shall be released to the CONTRACTOR,
Thirty (30) days after CLIENT issuance of the Certificate of Completion and Final
Acceptance and after the CONTRACTOR submits the following: Three (3) complete sets
of original signed and sealed “As-Built Plans” and One (1) electronic file and all Test
Certificates and Test Results for concrete steel bars, duly signed by CONTRACTOR’s
authorized signatory.

Article VII – TIME OF COMPLETION

It is mutually agreed that time is an essential element of this contract and therefore,
the PROJECT in accordance to the Scope of Works, must be completed within Sixty (60)
calendar days. The effective start date shall commence once this contract has been
signed and the RENOVATION Permit is released by the Office of Building Official (OBO).

In the event of failure on the part of the CONTRACTOR to complete the contract
works on the agreed Contract period, plus extension granted if any in manner provided in
Article IX here under, the CONTRACTOR shall pay liquidated damages to the CLIENT for
each day that the Completion Date is later than the Intended Completion Date. The
applicable liquidated damages are at least one‐tenth (1/10) of the10% percent of the cost
of the unperformed portion of the contract for every day of delay.

Article VIII – EXTENSION OF TIME COMPLETION

The time of completion stipulated in the preceding Article shall be extended by the
same period by which the PROJECT was actually disrupted, and should the work be
delayed by any unjustified act of the CLIENT such as:

1. by delayed payment of progress billings by the CLIENT of more than 30

calendar days from the date of submission of project accomplishment by the
CONTRACTOR;
2. by reason of the CONTRACTOR not having received in due time necessary
instructions, drawings, and details from the CLIENT or any representative
hired by the CLIENT;
3. by delay on the part of artists, tradesman or others engaged by the CLIENT,
in executing work forming part of this Contract;
4. by reason of CLIENT or its authorized representative’s instructions on
postponing parts or all of the Works;
5. by delays in delivery of materials and building equipment furnished by the
CLIENT;
6. by delays as a result of a failure by the CLIENT to give any such right or
possession of site within such time agreed upon;
7. by force majeure, continuous heavy rain or rainy/unworkable days
considered unfavorable for the prosecution of the works at the site, war,
Page4 of 9
 rebellion, labor strike at CLIENT’s project site, epidemic of contagious nature
affecting a majority of work force, fire, or intervening act of civil or military
authorities;

“Continuous heavy rain” shall mean those days where the nature of the weather
affects the regular performance of the PROJECT beyond the control of the
CONTRACTOR to the extent that the weather makes work on the job site physically
impossible or creates an unreasonable risk to safety of the workers and equipment in a
particular shift.

Such extension of time shall be effective only upon submission of request made in
writing by the CONTRACTOR and then the CLIENT or its authorized representative shall
assess the length of the delay beyond the date or time aforesaid and in writing give a fair
and reasonable extension of time for the Completion of The Works to which the
CONTRACTOR's request relates.

In case of addition or alteration in the PROJECT as contemplated in Article IX of

this contract, written request shall be presented to the CLIENT by the CONTRACTOR for
the approval of the CLIENT within seven (7) calendar days following receipt of the written
request from the CONTRACTOR.

Article IX – ADDITIONAL WORK AND ALTERATIONS

The CLIENT and/or his authorized representative may, without invalidating this
Contract or the Contract documents, order at any time in writing additional work or
alterations by correcting, altering or deducting from the work to be undertaken by the
CONTRACTOR other than those earlier discussed and agreed as referred to and as
itemized under Article II of this Contract.

All such work shall be subject to the written orders or instructions of the CLIENT
and/or his authorized representative prior to the commencement of such additive or
deductive works and shall be executed under the conditions hereof and of the Contract
documents and in a manner provided under Article IV and Article VII of this Contract.

No claims for addition or deduction to the Contract Price herein stipulated by reason
of extra work or alterations shall be valid unless ordered in writing by the CLIENT and duly
signed by the authorized representative of the CONTRACTOR.

Equitable adjustment of the Contract Price shall be made for any extra work or
alterations, ordered in writing by the CLIENT and/or its authorized representative,
considering the difference between the amounts of work contemplated in the bid plans and
specifications and the amount of work resulting from such work or alterations.

All extra or additional work done by order of the CLIENT shall be valued at unit
rates set in the CONTRACTOR’s proposal.

Article X – THIRD PARTY LIABILITY

The CLIENT shall be held free and harmless from any liability arising from claims of
third parties by reason of or arising from the construction, such as to unpaid wages,
overtime pay, compensation for injury or death of laborers, employees and subcontractors
of the CONTRACTOR or third party, SSS premiums, and many to mention, all of which
shall be for the account of the CONTRACTOR.

The CLIENT shall not be held liable for claims from third parties by reason of or
arising from any damages to adjoining/adjacent structures caused by construction works
within the premises, all of which shall be exclusive responsibility of the CONTRACTOR,
unless such damage was by reason of the fault of the CLIENT.

Page5 of 9
 The CLIENT shall likewise be held free and harmless from any and all claims by
third parties arising from the supply of labor and materials or services and in connection
with the PROJECT within the scope of works only of the CONTRACTOR as defined under
Article III.

The CLIENT may request for the replacement of any employee or personnel of the
CONTRACTOR, if such employee or personnel has committed an offense or a crime
within the work premises of the CLIENT, or had caused the disruption of works done
therein, or has violated the rules on safety and security mandated by the CLIENT. The
substitute should have same or better qualifications than the one replaced and said
substitution should be done within ten days from the request.

Article XI – SAFEGUARDS

The CONTRACTOR shall be responsible for any and all cost and expenses arising
from any injury, death and/or damage to property from as a result from any accidents, fire,
typhoon, earthquake and/or fortuitous event, for the duration of the construction work and
until its acceptance of the PROJECT.

The CLIENT shall provide security of the premises to secure the property.
CONTRACTOR and its workers shall submit themselves for proper recording and
monitoring.

The CONTRACTOR shall represent the CLIENT in all construction related

complaints filed or lodge against the latter. Furthermore, the CONTRACTOR shall repair
and rectify any damage done brought about by the construction works to any of the
CLIENT’s existing buildings, structures, and supports, unless such damage was by reason
of the fault of the CLIENT.

Article XII – GUARANTEE AFTER COMPLETION

The CONTRACTOR guarantees all work after completion of the Scope of Works
until ONE (1) year from the date of the issuance of the Certificate of Completion and Final
Acceptance.

All defects within said guaranteed period, other than caused by wear and tear,
intentional or accidental breakage, shall be replaced and made good by the
CONTRACTOR. Breakage caused by the CONTRACTOR or its agents, employees,
subcontractors, supplies, shall be at the expenses of the CONTRACTOR.

Article XIII – TERMINATION OF CONTRACT

Notwithstanding any provision to the contrary, the CLIENT has the right to
terminate, cancel and/or rescind this Contract, in case of breach thereof by the
CONTRACTOR that is to say:

1. The CONTRACTOR suspends the carrying out of the PROJECT before

completion thereof, or;
2. The CONTRACTOR fails to proceed regularly and diligently with the PROJECT,
or;
3. Negative slippage of 20% and above, due entirely to the fault or negligence of
the CONTRACTOR;
Page6 of 9
 4. The CONTRACTOR fails, refuses or neglects to comply with a written notice
from the CLIENT through its Engineer requiring him to remove defective work or
improper materials or goods and by such refusal or neglect, the PROJECT is
materially affected, or
5. In the event of the CONTRACTOR becoming bankrupt or insolvent; proceedings
for its liquidation or dissolution have been filed by or against the
CONTRACTOR; ceases to carry on its business; is unable to pay its debts when
they become due; or makes a composition or arrangement with its creditors or a
petition for suspension of payments is filed by or against the CONTRACTOR,

Then without the need of judicial action by giving at least ten (10) calendar days
written notice to that effect to the CONTRACTOR, which notice shall be final and binding
on all the Parties. In such event, the CLIENT may take over and continue the Project, and
the contracts and agreements entered into by the CONTRACTOR with third parties, which
the CLIENT in its discretion, may want to assume, are hereby conclusively deemed
assigned to the CLIENT.

Within Thirty (30) days after termination, cancellation or rescission of this Contract,
the Parties shall settle their respective accountabilities as of the date of termination,
cancellation or rescission, including the refund of any and all advances made from date of
receipt of the amount or amounts advanced, without prejudice to the filing of a CIVIL case
by either party. The venue of all the hearings for the Arbitration/Case shall be in the City of
Davao.

Article XIV – ARBITRATION

Provided always that in case of any dispute or difference shall arise between the
CLIENT (or the Engineer on the CLIENT’s behalf) and the CONTRACTOR, either during
the progress or after the completion or abandonment of The Works as to the construction
and execution of this Contract or as to any matter of whatsoever nature arising thereunder
or in connection herewith (including any matter left by this Contract to the discretion of the
Engineer or with the withholding by the Engineer of any certificate to which the
CONTRACTOR may claim to be entitled or the measurement and evaluation mentioned in
these conditions or the rights and liabilities of the parties under these Conditions), the
CLIENT and the CONTRACTOR hereby agree to exert all efforts to settle their differences
or dispute amicably.

When reference to arbitration is opened, the Rules of Procedures Governing

Construction Arbitration referred to in the first paragraph above of this Article shall apply.

The award of such Arbitrators shall be final and binding on the parties. The decision
of the Arbitrators shall be a condition precedent to any right of legal action that either party
may have against the other. The venue of all the hearings for the Arbitration shall be in the
City of Davao.

Article XV – SUPPLEMENTARY PROVISION

Any and all matters not provided for in this contract, shall be determined by
negotiation between the CLIENT and the CONTRACTOR.

IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures
on the date and place above-written.

Page7 of 9
DOMINIC AND SONS REALTY DEV. CORP. E. F. ALAMILLO CONSTRUCTION
AND SUPLLY

By: By:

DOMINIC DENVER T. SO EDUARD ALAMILLO

Client Contractor

Signed in the Presence of:

A C K N OW L E D G E M E N T

(REPUBLIC OF THE PHILIPPINES)

(CITY OF DAVAO) S.S.

BEFORE ME, A notary Public for and in the City of Davao, Philippines, this
_______ day of ________________, 2022, personally appeared the following:

Name Competent Date & Place of Issue

Evidence of
Identity

DOMINIC DENVER T. SO

DOMINIC AND SONS

REALTY DEV. CORP.

EDUARD F. ALAMILLO

E. F. ALAMILLO
CONSTRUCTION &
SUPPLY

known to me and to me known to be the same persons who executed the foregoing
instrument consisting of nine (9) pages including this page where the acknowledgment is
written and they acknowledged to me that the same is their own free and voluntary act and
deed.

Page8 of 9
 WITNESS MY HAND AND NOTARIAL SEAL on the date and the place herein
above written.

Doc. No._______;
Page No._______;
Book No._______;
Series of 2022.

Page9 of 9