Rule 1 emphasizes the relationship between the Agreement and the Contract

Documents:

1. **Mutual Explanatory**: The Agreement (main contract) and the Contract Documents
(which include specifications, drawings, etc.) are considered mutually explanatory of
one another. This means that they complement each other and should be interpreted
together to understand the full scope and intent of the contract.

2. **Interpreting Together**: All provisions of the Contract, including those in the

Agreement and the Contract Documents, should be interpreted together. When there is
doubt or ambiguity about any provision, the interpretation should consider all provisions
collectively. This ensures that the contract is understood as a whole, and any uncertain
terms are interpreted in a manner consistent with the entirety of the contract.

RULE 2:

This statement means that when interpreting contracts, the rules and principles outlined
in the Civil Code of the Philippines regarding contract interpretation, as well as the
guidelines provided in the Rules of Court regarding document interpretation, will be used.
These legal frameworks help to clarify and understand the intentions and meanings
behind the language used in contracts and other legal documents.

The Civil Code of the Philippines provides several rules and principles for interpreting
contracts, including:

1. **Literal Interpretation**: Contracts should be interpreted based on the plain and

literal meaning of the words used, taking into account the context and purpose of the
contract.

2. **Interpretation in Favor of Validity**: If a contract can be interpreted in a way that

upholds its validity and effectiveness, that interpretation should be favored.

3. **Interpretation Against the Drafter**: Any ambiguity or uncertainty in the contract

language should be interpreted against the party who drafted the contract, typically in
favor of the other party.
4. **Custom and Usage**: Customs and usages specific to the trade, industry, or locality
may be considered in interpreting contracts, particularly when terms are not explicitly
defined.

5. **Intention of the Parties**: The primary goal of contract interpretation is to ascertain

and give effect to the intention of the parties involved. This may involve looking beyond
the literal words to understand the parties' intentions.

RULE 3.

This rule provides a hierarchy for resolving conflicts between different provisions within
the agreement or contract documents:

(a) Detailed drawings take precedence over general drawings. This means that if there's
a conflict between specific details in the detailed drawings and broader information in
the general drawings, the specific details govern.

(b) Words and figures have priority over drawings. If there's a contradiction between
what is written or stated in words and figures compared to what is shown in drawings,
the written or numerical information prevails.

(c) Words have precedence over figures within contract documents. If there's a
discrepancy between textual descriptions and numerical values within the contract
documents, the text governs.

(d) Written dimensions are given more weight than measured dimensions. If there's a
difference between dimensions specified in writing and those measured on site, the
dimensions provided in writing are considered authoritative.

RULE: 4

This section outlines the hierarchy for resolving conflicts when Rule 3 doesn't apply or
cannot resolve the conflict. Here's the breakdown:

(a) The first priority goes to the Agreement itself, potentially modified by any Notice of
Award of Contract, along with the Contractor's compliance with it. This means the main
contract agreement takes precedence, especially if there are modifications made after
the contract is awarded.

(b) Next are the Instructions to Bidders and any amendments to them. These are
important as they provide specific guidelines for the bidding process.

(c) Addenda to the Bid Documents follow, as they typically contain additional
information or clarifications related to the bid.

(d) Specifications come next, providing detailed descriptions of materials, workmanship,

and other project requirements.

(e) Drawings follow, detailing the visual representations of the project.

(f) Special Conditions of Contract are next, outlining any unique or specific conditions
that apply to the project.

(g) General Conditions of Contract come after, providing the standard terms and
conditions governing the contract.

(h) Other Contract Documents not covered above are next in priority.

(i) Lastly, any other documents forming part of the contract, attached or referenced, are
considered.

RULE 5:

This rule means that if there's a mistake, inconsistency, or something missing in one
part of the contract documents, they should be interpreted as working together to fill in
the gaps. So, if something is mentioned in one document but not in another where it
should have been, it's still considered part of the contract. In other words, all the
contract documents are seen as completing each other, and any requirement or detail
mentioned in one document is considered valid and applicable to the contract as a
whole, even if it's not explicitly stated in another document.

Rule 6:

This rule essentially states that if there's no specific instruction or detailed description
provided in the contract documents regarding a certain aspect of the work, it's assumed
that the standard and accepted practices of construction in that particular location will
be followed. In other words, if the contract doesn't specify how something should be
done, it's expected that it will be carried out using common construction practices that
are typical for that area or industry. This rule helps fill in any gaps or uncertainties in the
contract documents by relying on established norms and customs in the construction
field.

RULE 7:

if there are any special rules or guidelines provided elsewhere in the contract for
interpreting its terms and provisions, those specific rules take precedence over the
general principles outlined in Rules 1 to 6. This allows for flexibility in applying the most
relevant rules for interpreting the contract based on its unique circumstances and
specific instructions.

The specific rules of interpretation mentioned in Rule 7 could vary depending on the
particular contract or document in question. These rules might include any additional
guidelines, procedures, or principles explicitly stated within the contract itself for
interpreting its terms and provisions.

B.

This statement implies that the responsibility for resolving any conflicts, interpreting, or
explaining any discrepancies, defects, errors, or omissions in the contract documents
lies with the Owner. However, the Owner is expected to do so while considering the
guidelines or provisions outlined in Article 2.04 of the contract. Essentially, Article 2.04
likely provides specific instructions or principles to be followed when resolving such
issues, and the Owner is expected to adhere to them while addressing any
discrepancies or errors in the contract documents.

C.

This section outlines how the Owner should communicate their interpretation or
explanation regarding any discrepancies or errors in the contract documents to the
Contractor. Here's a simplified explanation:

1. The Owner's interpretation or explanation should be communicated to the Contractor

through written instructions.

2. If the Owner fails to provide these instructions in writing, and the Contractor proceeds
with the work without raising any objections or protests in a timely manner, it's
assumed that the Contractor has accepted and understood the Owner's interpretation
or explanation.

3. Essentially, by not objecting promptly, the Contractor is seen as agreeing to proceed

with the work based on the Owner's explanation or interpretation, even if it's not
officially documented.

2.04:

This section outlines the expectations and responsibilities regarding conformity to the
contract in executing the work:

a. If there's a conflict between the Drawings and the Specifications or between the
General Conditions and detailed specification requirements, the more specific detailed
specifications control. This ensures that detailed requirements take precedence over
general ones.

b. Any discrepancies between the Drawings or Specifications and the actual site
conditions, or any errors or omissions, should be promptly reported to the Owner for
correction. The Contractor should estimate the cost of any work required due to such
discrepancies, and both parties should agree on pricing before the work is done. If the
Contractor proceeds with work involving discrepancies without reporting them to the
Owner, it's considered at the Contractor's risk.

c. The Owner bears full responsibility for the adequacy of the design and the sufficiency
of the Drawings and Specifications. It's the Owner's responsibility to provide complete
requirements for the work through the Drawings and Specifications.

d. If the Contractor is responsible for designing any part or the entirety of the work, the
Owner's responsibilities for that design are transferred to the Contractor. This ensures
that the Contractor assumes full responsibility for any designs they undertake.

2.05

This section provides definitions for certain terms used in the contract:

a. "Approved," "directed," and "acceptable," or similar terms, mean that something is

approved by, directed by, or acceptable to the Owner.

b. "Furnish" means to purchase, fabricate, and deliver to the jobsite or designated

location.

c. "Install" means to build in, mount, connect, or apply any specified object so that it's
ready for its intended use.

d. "Provide" means to furnish and install something.

e. "Required" or "necessary" means needed for the complete execution of that part of
the work.

These definitions clarify the meanings of these terms within the context of the contract,
ensuring clear communication and understanding between the parties involved.

2.06:

a. **Giving decisions, opinions, or consent**: The Owner may need to make decisions or
provide opinions on various matters related to the project, such as changes to the
scope of work, materials to be used, or design details. Their consent may be required
for certain actions or changes proposed by the Contractor.

b. **Expressing satisfaction and approval**: The Owner's satisfaction and approval may
be necessary at different stages of the project, such as upon completion of specific
milestones or phases of work. This ensures that the work meets the standards and
expectations outlined in the contract.

c. **Determining value**: The Owner may need to assess the value of work performed
by the Contractor for purposes such as progress payments or change orders. Their
determination of value affects the financial aspects of the project and must be done
accurately and promptly.

d. **Providing drawings**: The Owner may be responsible for supplying detailed

drawings or plans that guide the execution of the work. These drawings serve as a
reference for the Contractor and are essential for ensuring that the work is carried out
correctly and according to the intended design.

e. **Supplying equipment or materials**: The Owner may be obligated to provide certain

equipment, materials, or resources necessary for the completion of the project. Timely
supply of these items is crucial to prevent delays in the construction process.

f. **Taking any other action that may affect the Contractor's ability to complete the work
on time**: This encompasses any action or decision by the Owner that could impact the
progress or efficiency of the Contractor's work. It includes factors such as providing
access to the site, resolving disputes, or complying with regulatory requirements.

2.07:

This section addresses how to handle defective equipment, materials, or work as

outlined in the contract or general conditions:

1. **Owner's Authority**: If the contract allows the Owner to require the removal or
replacement of defective or inferior materials, equipment, or work, the Owner or their
authorized representative (usually a professional with the authority to supervise the
Contractor's work) must condemn these items to minimize damage or loss to the
Contractor.

2. **Professional Judgment**: The Owner's representative must use professional

judgment to determine if materials, equipment, or work are indeed defective or inferior.
Their condemnation of such items is aimed at protecting the Contractor's interests and
minimizing further issues.

3. **Responsibility for Costs**: If the Owner or their representative couldn't have

reasonably discovered the defects despite due diligence, and defects are discovered
later, the Contractor is responsible for all costs associated with removing and replacing
the defective items.

2.08

This section outlines the Contractor's responsibility to thoroughly review all documents
that make up the contract. If the Contractor identifies any errors, inconsistencies, or
omissions in the contract provisions, they are required to report these issues to the
Owner.

However, it's important to note that the Contractor is not held liable for any damages
resulting from these errors, inconsistencies, or omissions in the contract. In other words,
while the Contractor is expected to identify and report such issues, they are not legally
responsible for the consequences that may arise from them. This provision helps to
protect the Contractor from being held accountable for issues that were present in the
contract but were not within their control to prevent.

2.09

This section specifies the Contractor's responsibility regarding documents and samples
at the project site:

1. **Maintenance of Documents**: The Contractor must keep one record copy of all
important documents, including drawings, specifications, addenda, change orders, and
any modifications or changes made during construction. This includes approved shop
drawings, product data, and samples.

2. **Availability for Inspection**: These documents and samples must be kept in good
order and readily accessible at the project site. They must be available for inspection by
the Owner, who may want to review them to ensure that the work is being carried out
according to the contract specifications.

3. **Notification of Changes**: The Contractor is required to inform the Owner in writing

of any changes made to the work during construction, except for changes made in
accordance with change orders or the Owner's instructions. This ensures transparency
and allows the Owner to stay informed about any deviations from the original plan.

2.10

This section addresses ownership and use of documents and models provided to the
Contractor:

1. **Ownership**: The Drawings, Specifications, models, additional instructions, and

their copies provided to the Contractor are the property of the Owner. This means that
the Owner retains ownership rights over these documents and models even though they
are provided to the Contractor for use during the project.

2. **Restrictions on Use**: The Contractor is not permitted to use these documents and
models for any other work besides the specific project outlined in the contract. This
ensures that the Owner's intellectual property is protected and not used for
unauthorized purposes.

3. **Return of Documents**: After completing the work, the Contractor is required to

return all provided documents and models to the Owner. This includes all original copies
and any additional instructions received during the project. These items must be
returned before the final payment is made to the Contractor. This ensures that the
Owner has access to all project-related materials for future reference or use.
Overall, this provision safeguards the Owner's ownership rights over project documents
and models and ensures their proper return upon completion of the work.