SUB- CONTRACTOR AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT made and executed on this of MAY 10, 2024 at Cebu City,
Philippines, by and between:

ALMICH MARKETING INC., a business establishment organized under Philippine laws ,

with office address at F. PACANA ST. BRGY TISA CEBU CITY represented in this act by
its MA. ALMA N. PAESTE hereinafter called the CONTRACTOR;

-and-

CES PHILIPPINES INC., a business establishment organized under Philippine laws with
office address at NO. 63 GENERAL LUNA STR, BRGY USUSAN, TAGUIG CITY.
represented in this act by its General Industries Representative, ALEXANDRIA DE SERRA
hereinafter called the SUB-CONTRACTOR;

WITNESSETH:

WHEREAS, the CONTRACTOR has entered into a contract with New City
Builders INC., hereinafter called the GENERAL CONTRACTOR of Megaworld Corp.,
hereinafter called the OWNER in connection with the
construction/development/improvement of BELMONT HOTEL, hereinafter called the
PROJECT;

WHEREAS, the SUB-CONTRACTOR offered its services and represents that

it has all the qualifications, expertise and resources to deliver and perform the scope of
works, hereinafter called the POLYUREA WATERPROOFING APPLICATION, as
specified and described in the Purchase Order issued by the CONTRACTOR for the
PROJECT.

NOW THEREFORE, for and in consideration of the foregoing premises, the

PARTIES hereunto have agreed as follows;

1. GENERAL.
1.1 The SUB-CONTRACTOR shall carry out the CONTRACT WORKS in
strict compliance with the CONTRACT DOCUMENTS such as drawings,
specification, and approved cost proposal.

1.2 The SUB-CONTRACTOR renders the CONTRACTOR free and harmless

from any future labor claims by SUB-CONTRACTOR’s workers who are
involved in the and shall defend and represent the CONTRACTOR from
such labor claims, if any might arise.
 1.3 The SUB-CONTRACTOR shall execute the work in such a manner that it
has the qualities agreed upon and has no defects which destroy or lessen
its value or fitness for its ordinary or agreed use. Should the work be not
of such quality and not in accordance with the agreed plans, drawings and
specifications, the CONTRACTOR may require the SUB-
CONTRACTOR to remove the defects and undertake the correction of the
defect. If the SUB-CONTRACTOR fails or refuses to comply, the
CONTRACTOR may have the defect removed or corrected at the SUB-
CONTRACTOR's cost.

1.4 The SUB-CONTRACTOR shall ensure that all his personnel shall be in
uniform using the prescribed T-shirts and helmets. All uniform, helmets
or other paraphernalia provided by CONTRACTOR shall be chargeable
to the SUB- CONTRACTOR

1.5 The SUB-CONTRACTOR shall maintain a record duly signed and certified
by the Project Manager, showing all materials, tools, equipment and other
items belonging to the SUB-CONTRACTOR brought into the site. The
SUB-CONTRACTOR shall adopt the necessary measures to ensure the
security and safety of its property or materials inside the premises of the
PROJECT;

1.6 The CONTRACTOR shall not be liable to any loss or damage caused by
the use, mishandling or storage of such material, tool and equipment
belonging to the SUB-CONTRACTOR.

1.7 The CONTRACTOR shall provide electricity and water free of charge.
However unreasonable consumption based on industry practice shall be
charged to the SUBCONTRACTOR accordingly.

2. SCOPE OF CONTRACT WORKS.

Supply of Labor, Machine & Complete Supervision Necessary For Polyurea
Waterproofing Application with Area: 2,806 Sq.M.

3. CONTRACT PERIOD.

3.1 The CONTRACT WORKS shall commence this 15th day of May 2024 and shall be
completed within a maximum period of 4 Months on or before 15 th day of August
2024.

3.2 The SUB-CONTRACTOR shall deploy sufficient workers to COMPLETE within

the CONTRACT PERIOD (considering the materials are delivered at the Site)

3.3 The SUBCONTRACTOR shall not assign or sublet this contract any portion
covered by this contract without the written consent the CONTRACTOR. However,
this consent to assign or subcontract does not relieve the SUB-CONTRACTOR of
any liability or obligation under the contract.

4. CONTRACT COST AND PAYMENT.

 4.1 For and in consideration of the completion of the CONTRACT WORKS in
accordance with the Contract Documents, the CONTRACTOR shall pay the
SUBCONTRACTOR, the sum of Pesos: One Million Four Hundred Ninety Two
Thousand Seven Hundred Pesos Only (Php 1,492,700.00) VAT Inclusive based on
the following terms and conditions:

a. Twenty-five Percent (25%) down payment.

b. Forty Percent (40%) Periodic Progress Billing based on works accomplished
during the billing period shall be paid by the CONTRACTOR to the SUB-
CONTRACTOR. A retention equivalent to ten percent (10%) of the amount
certified for payment shall be retained by the CONTRACTOR.
c. The works accomplished shall be checked, evaluated, reconciled by the SUB-
CONTRACTOR, CONTRACTORS Site Operation Engineers, and GEN-
CONTRACTOR'S Quantity Surveyor prior to processing and release of
payment.
d. The retained amount shall be released Three (3) months upon the approved
final inspection of the CONTRACTOR and CLIENT.

5. TERMINATION OF CONTRACT. Either party is entitled to request for the

suspension or termination of this CONTRACT in case the other should fail to comply
with its contractual obligations and continues to subsequently fail for a reasonable period
after being given notice of the failure.

6. FINAL ACCEPTANCE. Prior to Final Acceptance, the SUBCONTRACTOR's

Representative and CONTRACTOR's Representative or Site Operation Engineer, and
GEN. CONTRACTOR'S Quantity Surveyor shall jointly conduct an inspection of the
finished with the testing and commissioning.

7. VARIATION ORDERS/CONTRACT AMENDMENTS.

7.1 For any changes that may vary the form, quantity and quality of any item of the
CONTRACT WORKS, the CONTRACTOR (not representative) shall issue a
WRITTEN SITE INSTRUCTION which authorizes additions and/or deductions
from the original scope covered by the CONTRACTOR WORKS. In such
eventuality, an approved VARIATION ORDER shall be issued by the
CONTRACTOR and the CONTRACT COST shall be adjusted accordingly.
7.2 No approved variation order, no work implementation or additional work policy
shall be implemented.

8. OTHER CONDITIONS

8.1 The SUBCONTRACTOR is not an employee of the CONTRACTOR and there is

absolutely no employer-employee relationship between them. All personnel,
workmen, or laborers hired by the SUB-CONTRACTOR, all persons contracted by
the SUB-CONTRACTOR for the work shall be deemed employees or agents of the
SUB-CONTRACTOR solely. Hence, personal injury or death or any other form of
damages caused by the said employees or agents shall be the responsibility of the
SUBCONTRACTOR.

8.2 Any dispute which arises out of the CONTRACT between the CONTRACTOR
and SUBCONTRACTOR, whether the dispute arises from any action/s of those
 employed by the CONTRACTOR, shall possible, be settled amicable by the
PARTIES thereto.

8.3 Cases or disputes in relation to this CONTRACT shall be filed with the appropriate
courts(s) of Cebu City.

IN WITNESS WHEREOF, the parties have on this ________________day of___________

hereto set their hands at the bottom of this page and on the left margin of all pages of this
Agreement.

CONTRACTOR:

ALMICH MARKETING INC.

F. Pacana St. Brgy Tisa Cebu City

By:

____________________________
MA. ALMA N. PAESTE
CEO
____________________________
CTC No./Date/Place Issue

SUBCONTRACTOR:

CES PHILIPPINES
No. 63 General Luna Str, Brgy Ususan, Taguig City

By:

____________________________
ALEXANDRIA DE SERRA
General Industries Representative

___________________________
CTC No /Date/Place Issue