Fll,INVEST ALABANG, INCORPORATED

MAIN PROJECT TITLE

TRADE PACKAGEJ

SUBJECT

:FESTIVAL SUPERMALL
SANITARY/PLUMBING WORKS
MALL EXPANSION BUILDINGS ALONG CIVIC PRIME

: GENERAL CONDITIONS OF CONTRACT

ARTICLE I - INTENT OF CONTRACf DOCUMENTS

1.0 The CONTRACTOR shall undertake the Works in accordance with the Technical Specifications, Plans
and Shop Drawings and subsequent revisions, General Conditions of Contract, Supplemental
Conditions, and all other Contract attachments which are all part of CONTRAct DOCUME('.'TS.
Unless otherwise construction limits are defined on the plans, or as detailed in the contract documents,
the CONTRACTOR'S scope of works are presumed to be all items shown on the plans which are
connected or pertaining to the Contract Works.
2.0 The intent and the spirit of the Contract Documents are to provide for all the Works, as
specified
and shown, to be executed with due care, diligence and responsibility and to be so executed within the
Contract Period.
3.0 The CONTRACTOR shall execute the Works in every detail for which it is specifically designed, and
agrees to furnish everything reasonably and indispensably necessary for the Works, [0 ensure itS timely
completion and to leave the Works to the entire satisfaction ofFILINVEST.
4.0 All matters which may be omitted from the Contract Documents and may reasonably be inferred to be
obviously necessary for the efficient execution and completion of the Works, shall be deemed to be
included in the Contract Price.
5.0 It is deemed that the CONTRACTOR, before signing the Contract Documents, has reviewed all bidding
and Contract documents and has queried every ambiguity in the contract provisions that may possibly
affect the Contract Price. The CONTRACTOR shall, therefore, be responsible for any errors andlor losses
he may suffer as a consequence offailing to obtain such meaning and intent, or informing FILIhrvEST of
any discrepancy or divergence. The CONTRACTOR shall not take advantage of any apparent error or
omission in or from the Contract Documents.
6.0 In case of a General Construction, the General Contractor shall be issued complete plans for Civil,
Structural, Architectural, Plumbing/Sanitary, Mechanical, Electrical, Fire Protection, and other Trade
Plans as may be applicable or necessary. All plans are deemed interrelated and complementary to each
other. Before the CONTRACTOR signs the Contract Documents, it is deemed that he has clarified all
omissions, discrepancies and divergences and any other ambiguities on the plans. For failure to inform
FILINVEST immediately, FILIl\rvEST shall not be held liable to pay the CONTRACTOR for additional
costs that the CONTRACTOR may incur arising out of such omissions, discrepancies and divergences.
Additional details that are lacking on the plans are part of omissions which the CONTRACTOR should
have addressed before the award of the Project.
7.0 All Contract Documents, as defined, shall be of equal weight and shall be taken as mutually explanatory
to one another. In case of conflict between documents, the one bearing the latest issuance date shall

prevail,
8.0 The apparent silence of specifications and plans on any detail, or the a
t omission therein of a
detailed description or definition concerning the quality of materials
workm hip shall be regarded
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to mean that only materials or workmanship of first class quality arc to be used and incorporated by the
CONTRACTOR into the Works.

9.0 The CONTRACTOR

shall make no deviation from the approved plans and specifications without prior
written approval from any duly authorized representative of FILINVEST. A mere act of tolerance by
FILINVEST representative in implementing the work not in accordance with the plans or spccificatious,
or a verbal agreement, shall not in any way or be interpreted as an approval unless an official Site
Instruction is issued by Filinvest Project Manager. Deviations or changes made without prior approval by
the Project Manager shall give FILTNVESTulc right to reject the CONTRAC'TOR'S work.
Unless otherwise the instruction to deviate from plans emanated from and directed by FILINVEST
representative in writing, the CONTRACTOR shall still be ultimately responsible
for any deviation
from plans or wrong construction despite written conformity by FlLINVEST representative on any
request for work approval prior to implementation. FIUNVEST only bears the responsibility for review
and inspection of work in accordance with specifications and standard operating procedures.
In the event that the Works, or any part thereof, is rejected due to the failure of the CONTRACTOR to
comply as per above, FILlNVEST may then order the CONTRACTOR to demolish the non-complying
work. In case the CONTRACTOR fails to act as ordered within a specific period within the construction
schedule, FILINVEST shall have the right to employ the services of other parties as deemed necessary
to execute the re-works and charge all expenses incidental to the said re-works to the CONTRAClOR.
In all cases, cost of re-works arising as per above shall be borne by the CONTRACTOR or deducted
from the Contract Price for the benefit ofFILINVEST.

10. The CONTRACTOR may be required to submit shop drawings, subject for correction and approval by
the Project Manager, to elaborate and show details of construction that are not normally shown on plans.
Corrections shall have the purpose of either a.) correcting insufficiencies in the derails to suit standard
specifications or existing codes; or b.) correcting to improve the design of the original structure. No
claim for additional cost shall be granted the Contractor for corrections related to case a.).
The CONTRACTOR may be entitled to claim additional compensation on the corrections related to case
b.) above only when there was prior approval from FILlNVEST of such claim before implementation of
corrective measures.
The provisions herein shall also apply in case of "design and construction"

Contract.

11.0

Unless otherwise indicated as "excluded" or "not included" or "by others" on the plans,
or in the
of works, or in any part OfU1CContract Documents, all structures and related construction indicated on
the plans are deemed part of the CONTRACTOR'S Scope of Works and likewise deemed included in
the Contract Priec.
scope

ARTICL.E II - DUTY TO WARN

1.0 Before the Project is finally awarded, The CONTR...<\CTOR shall immediately advise FILTNVEST of any
insufficiency in the design drawings so that necessary revisions can be made in tile drawings and
adjustment in the final Contract Price. A "design drawing insufficiency" shall relate to details of structure
or construction that were shown inadvertently omitted by the CONSULTANT on the drawings.
TIle CONTRACTOR shall not use such drawing insufficiencies as basis for claim of any nature
whatsoever.
2.0

The CONTRACTOR shall verify all dimensions shown on the Contract Drawings. Any discrepancy
between the drawings and any other document shall be advised to the Pi"
iect Manager who shall
then issue instructions to clarify tile matter. The CONTRACTOR shal not nse confli
or discrepancies in
the drawing or specifications as basis for claim of any nature whatsoev . r.

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3,0 lllcCONTRACTOR shall warn the Project Manager, before executing any work or any
portion
thereof, regarding any potential risk or danger to property or existing construction adjacent to the
Works when executed so that the Project Manager may provide appropriate decisions in order to prevent
the occurrence of such potential damage to property or even life. 'Forfailure to warn the Project
Manager, the CONTRACTOR shall bear all consequence of any danlage incui red due to the Works
executed, If damages occurred even after remedial measures were made, the CONTRACTOR shall
still bear the responsibility for any loss oflife or damage to property. Loss or damage may be claimed by
[he CONTRACTOR from his insurance policy and not from FlLlNVEST

ARTICLE III - PROJECT SITE CONDITIONS

1.0 It is deemed that, prior to the award of the Project, the CONTRA(.',},ORbas inspected the sites and has
familiarized himself on its actual conditions necessary to implement the contract plans, with full cost
provision and allowance, which include the nature, location of the Project, climatic conditions, nature
and conditions of terrain and topography, accessibility, transportation and communication, materials
availability, power and water supply, and all other factors that may affect the cost and duration of the
Project.

2.0 lllcCONTRACTOR shall accept the Project Site as found on the commencement of the Project and, at

his own cost, clear the Project Site of any debris or visible obstruction which may have been left by
previous occupant or contractor. Unless specified in any part of the Contract Documents to be part of
CONTRACTOR'S scope, FILINVEST shall be responsible to demolish or relocate underground utilities
or structure that may pose as obstruction to the contract Works.

3.0

TIle CONTRACTOR shall also be deemed to have considered and inspected existing utilities (water,
sewer, drainage, power, communications, etc.) and other structures found to be closely adjacent to thc
proposed construction works. The CONTRACTOR shall exercise due diligence and care in order to
protect such existing utilities and structures and prevent any possible damage thereto in the execution of
the Works. The CONTRACTOR shall be obligated to conduct a thorough survey of existing structures
and formulate for himself protective measures. The CONTRAcrOR shall bear the consequence of
damaging any existing structure and shall be responsible for the complete restoration of the same.

ARTICLE IV - PERMITS AND RIGHTS OF WAY

l.0

Construction Permits: Unless otherwise specified to be contrary in the Contract Documents, the
C0Nll{'ACTOR shall secure all necessary permits and pay a1J fees or charges legally demandable, or
which shall be legally demandable under any Laws, Regulations, Decrees, Ordinances, Charters,
Presidential Decrees, Codes, and other Rules mandated by the Philippine Government, or any other
Authority, Municipality, Company, or Organization having jurisdiction over the Works. Such fees and
charges are deemed included by the CONTRACTOR in the Contract Price.
As part of compliance with the Construction Permits, and where applicable, the CONTRACTOR shall
fully comply with all existing CONSTRU(''TION GUIDELINES, pay penalties embodied therein for
any violation thereof, issued by FILlNVESTto Contractors during the execution of the Works.

2.0

Rights of Wav:
2,l

Land or right of way for work to be constructed under the Agreement shall be provided
by FILINVEST as shown on the drawings. Nothing in the Plans, Specifications and other
Contract Documents shall be interpreted as giving the CONTRACTOR exclusive occupancy of
the lands or rights of way required for the construction operations.

2.2 Except as may be provided by FILINVEST, the CONTRACTOR shotlh5Cel

government or private, the necessary permits to create obstruction, t make excava ions, and other
encroachments necessary for construction and for movement of eqiii
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CONTRACTOR sball be responsible for the proper restoration of all excavations and pavements
to respective original or better conditions.

ARTI('''LE V - PRE-CONSTRUCTION

REQUIREMENTS

1.0

Notice of Award: FTI..INVESTshall issue the CONTRACTOR a NOTICE of AWARD (NOA)

signifying that FILINVEST bas awarded the Project to the CONTRACTOR. Once acknowledged by the
CONTRACTOR, the NOA shall become a binding agreement between FILlNVEST and (he
CONTRACTOR for the execution of (he Works.

2.0

Notjce To Proceed and Commencement of Works: Upon perfection of the NOA, flLlNVEST'S
Project Manager shall issue the CONTRACTOR a written Notice To Proceed (NTP) where the
effectivity date of the Contract is indicated. Once issued, the CONTRACTOR shall immediately
acknowledge and sign the NTP and return the same to F1UNVIJST within five (5) working days after
the said document arrive and received QI thc office of the CONTRACTOR through courier. For
Projects thaI are considered "rush" or "critical", thc CONTRACTOR shall be obliged to acknowledge
and return NTP not later than three (3) working days. FTI..INVEST shall have the option to
cancel the NOA should the CONTRACTOR fails to acknowledge and rerum the NTP to fIllNVF.sT
after (en (10) working days

3.0

fxe-Con.<;tructionRequirements: Within seven (7) working days after the issuance date of the NTP, the
COI\lJ'RACTOR sball submit to FILINVEST a more detailed and updated information pertaining to:
3.1

Proposed layout of Contractor's temporary facilities such as office, materials staging area,
motorpool, and other facilities
3.2 Construction Methodology
3.3 Bar Chart Schedule wfS-Cunro or PERTfCPM, whatever is applicable
3.4 Materials Delivery Schedule
3.5 Manpower Loading Schedule
3.6 Equipment List and Utilization Schedule
3.7 Proposed Project Organizational Cbart with Bio-data of Key Personnel
3.8 Proposed List of Subcontractors to be employed by the CONTRACTOR
3.9 Cash Flow & Funding Scheme
3.10 Performance Bond and Downpaymcot Bond
The above documents sbaJJ be submitted by the CONTRACTOR in two (2) sigllCd copies. Failure to
submit these documents sball be a ground for termination of the Agreement for reason of deliberate noncompliance with contractual requirements.
4.0

Pre-Construction Conference: Prior to the commencement of construction activities or immediately

thereafter, FlLINVEST and the CONTRACTOR shall engage in a pre-construction conference for the
purpose of setting up compliance with construction guidelines and procedures including proper
coordination field works for the efficient and timely execution of the Project. The agenda shall include,
among others, the following:
4.1

FILlNVEST'S comments and corrections to the CONTRACTOR'S submitted pre-construction

requirements
4.2 Permits, licenses and rights of way
4.3 Joint Survey schedules
4.4 Sources of materials, labor and equipment
4.5 Quality Control Procedures
4.6 Coordination Meetings
4.7 Reporting and Monitoring procedures
4.8 Joint measurement.and billing procedures
4.9 CONTRACTOR'S relationship with other contractors
4.10 Other problems and suggestions by the CONTRACTOR
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Matters taken up and agreed upon in the pre-construction conference s.baJJ become pan of the
agreements and covenants of both parties.

ARTICLE VI - BONDS AND INSURANCE

Prior to the faithful execution of the Works, and before any release of downpayment is made, the
CONTRACTOR shall submit the required bonds and insurance to FILINVEST as foUows:
1.0

Performance Bond: To guarantee the faithful performance of the CONTRACTOR'S obligations under
the Agreement and this General Conditions, the CONTRACTOR shall post, upon issuance of the Notice
of Award, a Performance Bond equivalent to the value stated in the NOA. The Performance Bond shall
serve the following purpose, other than the conditions mentioned therein:
J.l

Guarantee the faithful performance of the Agreement from commencement until completion;

1.2

Answer for any liquidated damages (LD) set forth in the Agreement should retention money
and other receivables due to the CONTRACTOR be insufficient to cover the LD penalty;

1.3

Answer for any unpaid cost of materials, or equipment, or labor in the prosecution of the
Agreement which have been advanced or paid for by FILrNVEST on bebalf of the
CONTRACTOR;

1.4

Answer for any liability that may be suffered by FlLINVEST resulting from any violation by the
CONTRACTOR against any existing government laws.

111ePerformance Bond shall not be terminated until the Certificate of Completion and Final Acceptance
has been issued by FlLlNVEST and the Guarantee Bond has been submitted by the CONTRACTOR.
The CONTRACTOR shall post an additional Performance Bond to cover any cumulative increase over
the Contract Price as a result of adjustment in the unit prices or quantities of work and all other price
escalation of whatever nature. The CONTRACTOR shall cause the extension. at his own cost, of the
bond validity to cover time extension, approved or otberwise.
2.0

Downpavment Bond - before any downpayment or cash advance is issued the CONTRACTOR by
FILINVEST in the execution of the Works, the CONTRACTOR sball be required to submit a
downpayment bond in tbe form of surety ("eallable on demand"), which shall remain valid until tbc
downpayment has been fully liquidated by the CONTRACTOR against his progress payments received
from FILlNVEST. 'The CONTRACTOR, at his expense, shall cause the extension of such bond if
liquidation of the downpayment has not been realized, for any reason whatsoever, after the expiration of
the bond validity.

3.0

Guarantee Bond - Prior to or simultaneous with the issuanee by FILINVEST of the Certificate of
Completion and Final Acceptance, the CONTRACTOR sball submit a Guarantee Bond equivalent to
Ten Percent (10%) of the Contract Price, including Ten Percent (10%) of aUvalues of change orders and
extra works, and shall be valid for a period of one (1) year from the date of issuance of the Certificate of
Completion and Final Acceptance. The Guarantee Bond shall answer for whatever violations of the
warranties by the CONTRACTOR and/or for any other claim for damages by HLlNVEST against the
CONTRACTOR under the Agreement which remain outstanding and unsatisfied.

4.0

All bonds and insurance policies shall be secured by the CONTRACTOR through FfLlNVEST's
Insurance Department who shall then endorse the CONTRACTOR to one of its aeeredited bonding
agencies, in the best interest of FILINVEST.

ARTICLE VII - CONTRACT PRICE AND UNIT R<\TES

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I0

The Lump Sum Contract Price is deemed to have included all materials, labor, construction plants, tools,
supervision, overhead expeascs, profit, and all Olber COSt of incidental matters and items indispensably
necessary for the timely execution and completion of all the Works in accordance with the plans,
specifications and all other documents th:u are part of the Agreement
The Lump Sum Contract Price shall be fixed and firm and shall be paid in full if the Contractor has
completed the entire Works and bas complied witb all requirements of the scope of work,
plans, specifications, and all other conditions of Contract. Progress payments shall be based on the
approved percentage of accomplishment or based upon milestone completion for every item in the
Breakdown of Lump Sum Price (or called the "Breakdown").
Unless otherwise amended, the unit rates Stated in the Breakdown shall be used to compute for possible
change orders and extra works granted during the implementation of the Project. However, the quantities
in tho Breakdown for each item shall be made reference only for monitoring of accomplishment and not
(0 be used as base reference in computing for additive or deductive change orders. Over-runs or underruns in the quantities (actual quantities versus quantities staled in OIC Breakdown), shall have no effect
on the lump sum price if no changes were made on the plans, scope of works, specifications and other
related Contract documents. Therefore, in this case, the Lump Sum Contract Price shall be paid in full,
regardless of any over-run or under-run in such quantities.

2.0 The Contract Price is generally considered as Lump Sum and shall be fixed and firm and shall not be
subject to price adjustment except in the following cases:
2. 1

Minimum wage increase mandated bv law: Subject for approval by FILINVEST, tbe
CONTRACTOR is given the opportunity 10 submit a lump sum amount representing the
additional cost of labor for every peso increase in the minimum wage.
The wage increase shall be applied to the balance of work based on the effectivity date of such
wage increase and shall be paid proportionate 10 the approved percentage (%) of scheduled (per
S-Curve) progress accomplishment.
In case the Contract Price is reduced, thc corresponding lump sum labor escalation is
proportionately reduced. In case of upward adjustment in the Contract Price due to change
orders and/or extra works, the lump SUUl labor escalation is proportionately increased.
The CONTRAC-TOR shall not be entitled 10 claim for extra labor escalation payment due to
extended time of Contract for any reason whatsoever. For the same reason, no extended

overhead labor cost shall become due to the CONTRACTOR.

There shall be no adjustment in the Contract Price for any fluctuation of the exchange against
any other foreign currency.
2.2 Extra Works: The Contract Price shall be adjuSted upon inclusion of approved additional works
that are considered not part of the original scope of works.
2.3 Change Orders: The Contract Price shall be adjusted upwardly or downwardly upon inclusion of
approved change orders due to revisions in the plans, specifications and scope of works.
ARTICLE VlJI - PAYMENTS AND RETENTION
1.0 Downpayment: Where stated in the Notice of Award and upon issuance of the Notice 10 Proceed, the
CONTRACTOR shall submit his request for downpayment and shall post a Downpayment Bond
equivalent to the value of the downpaymeat, a Performance Bond, and a Contract '
.sk Insurance
before the release of such downpayment. FlLINVEST shall deduct from ev progress bil .
of the

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CONTRACTOR the equivalent percentage of downpayment until such is fully liquidated at eighty
percent (80%) actual project completion.
FILINVEST reserves the right 10 reduce the amount of downpaymeut in case there is deletion in the
scope of work that would entail reduction in the Contract Price In this case, the reduction shall
automatically be applied against the next progress billing after the official deletion of scope was
implemented in writing.

In case the Agreement was terminated, amicably or otherwise, before the completion of the Project, the
CONTRACTOR shall be obliged to return to FILINVEST the amount of unliquidated downpayment
after deducting all money still to the CONTRACTOR.
2.0

Progress Billines:

2.1 'Ole CONTRACTOR shall submit for approval by FILINVEST a Certificate for Payment for
every billing period specified in the Agreement and shall be supported by progressive as-built
plans, milestone completion indicators, duly certified accomplishment reports, and other
supporting documents that may be required by RLINVEST. All. certificates for payment shall be
evaluated by tile Project Manager and approved by him within fifteen (IS) working days from
the date of submission. Checks for payment shall be proecssed by FILINVEST nod shall be
released within twenty (20) working days from the date of the Project Manager's approval.
Releasing of checks shall strictly be only on the day and time of the week specified by
FILINVEST Accounting Department and shall take precedence over and after the (by of
payment covered by the 20 days processing.
2.2

At the option of FILINVEST, all completed works billed and paid shall be subject for regular
auditing and inspection by Filinvest Inspectorate Team. FILINVEST reserves the right 10
recover from any succeeding billing(s) any overstatement of work quantities and, consequently,
overpayment of previous works found to be incomplete and did not comply with the conditions
for payment, and withhold such amount until completion thereof.

2.3

General Procedure in Quantification and Payment of Billings for a Lump Sum Contract:
2.3.1

Progress Billings from Contractors shall be reasonably assessed by RLINVEST on

the basis of percentage (%) accomplishment or milestone completion for each item of
work as required for in the Agreement;

2.3.2

flLINVEST shall inspect and cbeck all quantities for supply and installation works to
see if they are reasonably billed and no overstatement of quantities was presented by
the CONTRACTOR;

2.3.3

At 100% completion. FILINVEST shall inspect and finally check all works if they
have been fully completed and have complied with all requirements of the plans,
specifications, scope of works and with the conditions of contract. If all such
requirements were complied, then FILINVEST shall pay the CONTRACTOR the full
Contract Price, regardless of the outcome of the final actual quantities of work
accomplished. In this case, no joint measurement between FILINVEST and the
CONTRACI'OR is required to verify the exact quantities of work installed.

2.3.4

Joint measurement shall only be done ill any of the following cases:
a.

If the Contract was awarded of a Unit Price system;

b. If there is an additive or a deductive portion of the Contr,,,,_"'*verification caused by any change in design or specification
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aiJ:t '"' ptClliXl Oiliy sball be measured and no measurement shan be made for the
res! of the lump sum pnee
Z3S

Deduction from the Lump Sum Contract Price shall only be made in any of the
following cases:
a

If a portion or several portions of the works were deleted by FILINVEST as

deemed necessary. General/Preliminary items shall likewise be reduced
proportionately except for fixed costs that have been expended by the
CONTRACTOR at the start of the Project;

b. If a portion or portions of the works have been changed and reflected in the
approved revised plans and would necessitate having additive and deductive
change order. In this case, the affected items in the original contract shall be
deleted from the lump sum price and shall be covered by a separate change order
and paid separately.
c.

2.4

2.5

If downgrading or substitution of materials has been made with prior approval by

FILfNVEST. The net effect of the downgrading shall be deducted from the
Contract Price.

Before payment and release of the final (J OO%) billing, all works shall be subject for final
inspection for the purpose of identifying all punch list items subject for rectification. The final
billing shall only be released on the following conditions:
2.4. I

Complete As-built plans in one original reproducible copy and two (2) print copies,
plus and AutoCadd file of the entire plans;

2.4.2

Certificate of Final Inspection by FUJNVEST Inspectorate Team indicating that all

punch list items have been completed.

Separate from item 2.3.5, all progress billings shall be subjcct to tbe following deductions:
2.5.1

Retention: Unless otherwise amended in the Agreement, all progress payments shall
be subject to ten percent (1O%) retention of the gross amount of billing. TIle retention
money shall be released back to the CON'rnACTOR, interest-free, upon the
CONTRACTOR'S submission of the following:
a. Certificate of Completion and Final Acceptance;
b. Affidavit attesting: tbat the CO.NTRACTOR has fully paid all taxes due from him
and all other obligations for the payment of materials to his suppliers and wages
of his employees; that the CONTRACfOR tbereby relieves FILINVEST from
any claim by any of his subcontractors, suppliers, lessors, employees and other
third parry in connection with his transactions with these entities;
c. Certificate of Quit Claim against FILINVEST;
d. Guarantee Bond;
e. Occupancy Permit, in case of building construction

2.5.2

Two percent (2%) Withholding Tax;

2.5.3

Cost of any materials, equipment, labor and other resources for and
CONTRACTOR due to the CONTRACTOR'S failure to supply
required in the immediate execution of the Works. tn this case,
shall be charged with two percent (2%) per month, until such c Sts
CONTRAG'TOR,in the form of administrative charges on top of
of such items supplied by FILINVEST;
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in behalf of the
such resources
CTOR
are paid y the
purchase prices

2.5.4

COSt of rectification

shouldered

or to be shouldered by FILINVEST but for the

account of the CONTRAC'TOR;

2.5.5

Any other cost elements incurred by f1UNVEST but deemed chargeable to the
account of the CONI'RAcroR.

ARTICLE IX - CHANGE ORDERS, EXTRA WORKS AND CIArMS

1.0

Site Instruction: A Change Order or Extra Work shall be performed by the CONTRACTOR only upon
issuance of Site Instruction duJy signed/endorsed by the Project Manager and approved by a duly
constituted FILINVEST Corporate Officer authorized to approve payments of Change Orders and Extra
Works. Before issuing a written site insrruction, FILINVEST may require the CONTRACTOR to
submit within ten (l0) working days a detailed account of time and cost implications of complying with
the proposed charge or extra work order. FILINVEST bas tbe sole prerogative in awarding the charge
or extra work order to the CONTRACTOR, or to any other party, whichever is advantageous to
FILINVEST. Any Change or Extra Work performed without any accompanying official Site Instruction
shall not be paid by FILINVEST. A mere verbal instruction to perform such works is not a basis for
payment thereof.

2.0

Chanec in Platts: Within thirty (30) working days upon the CONTRACTOR'S receipt of the "Approved
for Construction" Plans, the CONTRACTOR shall advise FILINVEST of any variation in the Contract
Plans that may have implications on time and cost. The CONTRACTOR shall also, within fiftccn (15)
working days after the said advise, submit for approval by FILINVEST his valuation on lime and COSt
implications of such variations. Should the CONTRACTOR fail to inform f1LINVEST and submit the
necessary documents on variations within the times specified herein, FILINVEST shall assume that all
such variations were considered by the CONTRACTOR in the Contract Price. FILINVEST has the right
to reject any claim for additional compensation if such variations were filed after the specified date bas
expired.

3.0

Any and all instructions for Change Orders or Extra Works given by the Project Manager of
FlLINVEST should be in writing. The CONTRACTOR shall not carry out instructions given verbally,
unless the circumstances are such tbat failure to carry out instructions would endanger life or limb.

4.0

Works so executed or to be executed shall be considered as CHANGE ORDER in the case of any of the
following:
4.1

Deviation from contract plans or specifications resulting to additive or deductive cost, and where
the changes emanated from FILINVEST or from the CONSULTANT as authorized bv
FILINVEST;
-

4.2

Deviation from contract plans or specifications due to inapplicability of construction based on

actual site conditions. In this case, the CONTRACTOR shall obtain written approval from
FILINEVST on such change prior to implementation. The COl\'TRACTOR shall also specify
and seek approval from FILINVEST of any possible time and cost implication prior to
implementation;

5.0

FILINVEST, as its prerogative, may introduce changes in the plans as a result of its value engineering
efforts to save time and cost or for construction convenience. Any deductive cost effect of such changes
shall be applied to the Contract Price. Uuless explicitly specified in the Contract, the CONTRACTOR
shall not be entitled to any share in cost savings out of its value efforts for convenience in construction.

6.0

Valuation of Change Order or E'\.tra Work: The following parameters and procedure s
valuation of change orders and extra works:

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6.1

The CONTRACTOR shall initiate and submit to FlLINVEST his quantity proposal on the
change order or extra work subject for evaluation. If quantities arc not acceptable to

FlLINVEST, then F1LINVEST and the CONTRACTOR shall conduct a joint measurement or
computation at the site to settle the differences in quantities. The joint measurement
quantities should be tbe net in-place quantity measured in accordance with the dimensions
required on the drawings. Allowances for wastage and breakage are assumed integrated into tbe
unit rates.
6.2 The FILINVEST Project Manager at site sball make his recommendation of the joint
measurement quantities for approval by FlLINVEST Head Office before such quantities arc
committed for award to the CONTRAcrOR;
6.3 Where a Schedule of Rates (upon which the Lump Sum Price was based) has been made part of

the Agreement, the Unit Rates therein are the agreed values to be used in the calculation of
Change Orders and Extra Works;

6.4 Where an item in the Change Order or Extra Work is not of a similar nature or executed under a

different condition than any of the items in the Schedule of Rates, the CONTRACTOR shall be
allowed to submit a different rate that is reasonable and should not exceed the rate of any item in
the Schedule of Rates that is of more superior quality or nature

6.5

7.0

Should there be any cost of general/preliminary items separately indicated in the Breakdown,
such cost items arc not to be imputed in the unit rates to be used for extra works and change
orders. This is on the presumption that the CONTRACI'OR and its resources arc still available
and operating at the jobsite, in full or in partial scale, for the completion the Main Contract.

FILlNVEST shall entertain and evaluate claims of any nature filed by the CONTRACTOR in
connection with the Works only upon submission by the CONTRACTOR of supporting documents and
other evidences that may be required by FILINVEST. The CONTRACTOR shall immediately inform
FILINVEST of its intention to claim within fifteen (15) days after the occurrence of the issue,
circumstance or event leading to the claim; otherwise, the CONTRACTOR'S right to claim is
automatically forfeited as assumed waived by the CONTRACTOR.
The CONTRACTOR shall not be entitled to claim for extended overhead cost as It result of approved
time extension due to change orders and extra works.

ARTICLE X- PROJEC. IMPLEMENTATION AND PROGRESS

1.0

Contractor's Site Management: The CONTRACTOR sball employ a competent Project Manager or
Superintendent who shall oversee the ENTIRE Project Site and carry out the contract works in
accordance with the plans, specifications and other contract conditions. This person shall be made
available at all times, from the time of issuance of the Notice to Proceed until the time of issuance of the
Certificate of Acceptance, and shall coordinate with FILINVEST'S Project Manager in order to facilitate
proper and smooth flow of operations. Any written instruction issued by FJLINVEST'S Project Manager
to this person shall be deemed to have been issued to the CONlRAeTOR.

2.0

Contractor's Re.ponsibilitvfor the Works:

2.1

After tum-over of the Project Site by FILINVEST to the CONTRACTOR, the CONTRACTOR
shall take full responsibility in the execution of construction activities covering the diffc=nt
sites and sball provide materials, manpower, equipment and other facilities required in the
contract scope of works.

2.2

Tbe CONTRACTOR shall take run responsibuity to provide the ngbt"'T

workmanship of the Works, whether done by him or by any of his subcont actors. F
however, has the right to take-over the Works, in partial or in full, should e CONT
10 of 19

"

'

fail to execute the Works to the required quality and workmanship after repeated instructions
and warnings from flLINVEST to make good the works thar FnJNVEST considers as

substandard.
Unless otherwise there is an official written notice of take-over of tbe Works by FIUNVEST,
and thereupon agreed between FlLINVEST and the CONTRACTOR, the CONTRAC'TOR shall
continue to faithfully execute the Project and assume full responsibility until completion thereof.
FILINVEST, as an corporate entity, will not recognize any verbal instruction from any of its
representatives or any third party related to FILINVEST, to execute or take-over the works fOr
and in behalf of the CONTRACTOR which would relieve the CONTRACTOR from any
responsibility arising and as a consequence of such take-over, Nonetheless, the CONTRACTOR
shall still assume full responsibility for the Works after such "unofficial" take-over.
2,3

3.0

Protection of Ille Works: The CONTRACTOR shall, where applicable and as appropriate,
suitably protect, encase, and cover up all works carried out by him against any adverse weather
condition; against damage from construction or by its workers or third party working within the
Project Site; or against any other cause until the Works are turned-over to and accepted by
FTUNVEST,
If certain damage to the Works was caused by any of other contractors hired by FlLTNVEST,
the CONTRACTOR shall immediately inform and report to fILINVEST the occurrence of such
damage and present sufficient evidences to substantiate his claim for damage. In turn,
FILINVEST shall have the duty to act as the "arbiter" in tbc settlement of such claim but shall
not be held responsible to pay any cost of damage, If the claim was proven to be valid and
agreeable between the two parties, then FILTNVEST shall have the right to withhold any sum
due to the contractor who caused the damage and deduct the such claim in favor of the
CONTRACTOR.

Subletting: The CONTRACTOR shall not sublet the Works or any part thereof without first
having obtained written approval from the Project Manager of his intention to do so. The Project
Manager shall be entitled to request and receive details of the proposed Sub-Contractor(s) as he deems
appropriate.
Subletting the Works shall not relieve the CONTRACTOR from any liability or obligation under the
Agreement and the CONTRACTOR sball be fully responsible from any and all acts, omissions, defaults
and neglects of any Sub-Contractor, or Sub-Contractor's employees, servants or agents.

4"0

Compliance \vitll Instructions:

4. I

The CONTRACTOR shall forthwith comply with aU instructions issued to him by the Project
Manager in regard to operational matters where the Project Manager is expressly empowered by
the Conditions of Contract to issue instruction. Unless expressly empowered by the
Conditions of Contract, the
Project Manager shall have no authority to relieve the CONTRACTOR of any of his obligations
and responsibilities set out in Contract Documents or to amend the Contract Documents, All
instructions issued by the Project Manager shall be in v..riting.

4.2

For failure to conduct any required tests, the Project Manager may issue instructions
requiring the CONTRACTOR to open up for inspection any work covered up to arrange for
or carry out any test of any materials or goods (whether or not already incorporated in the
Works) or of any executed work, and the costs of such opening up or testing (together with
the cost of making good in consequence thereof) shall be borne by the CONTRACTOR.
'The Project Manager may require the CONTRACTOR to carry out additional tests or a series of
tests on executed work which in the opinion of the Project Manager is necessa " as a result of
the failure of a previous inspection or test. In such instances, the entire co of ope
up for
1111 of
19

inspection and tests, together with the cost of making good in consequen

1212 of

19

thereof,.

1 be

borne by the CONTRA(''TOR and no extension of time shall be granted as a result of this subclause regardless of the results of such series of tests.

5.0

Acceleration of Work: FIl.INVEST may issue instruction for the CONTRACTOR to accelerate the paee
of the Works in order to catch up with approved schedule. Therefore, the CONTRACTOR may be
required, at his cost, to provide addiuooal workforce, or render double work shift, or render overtime
work in order to catch up witb tbe schedule.

6.0

Progress Reports and Photographs: TIle CONTRACTOR shall furnish FILINVEST with Daily and
Monthly Reports indicating, among others, the status of Materials, Equipment, and Manpower brought
to the site; causes of delays; current problems; and catch-up programs. Monthly Reports shall be
accompanied by at least 36 photographs showing the progress of construction.

7.0

Site Problems: During the execution of the Works, the CONTRACTOR rnay encounter problems of any
nature that affect the construction and, therefore, needs decision from FILINVEST SO that proper action
can be taken. The CONTRACTOR shall, therefore, have the duty to immediately warn FILIr-.OVESTin
writing of the existence of such problems. The CONTRACTOR shall be responsible for any delay cause
by his failure to warn FILINVEST accordingly,

8.0

Weather Condition: It is expressly understood

!hal the CONTRACTOR has oonsidcred
weather oonditions in the contract duration and in the Contractor Price. Tune extension shall only be
granted for My occurrence of Typboon signal no. 3 declared by the Philippine Atmospherical
Geological and Astronomical Administration (PAGASA).

9.0

Construction Delavs: To ensure timely and effective steps in response to delays in the implementation of
the Project, FfLlNVEST shall undertake the following calibrated actions should the Project reach the
levels of negative slippage attributable to the CONTRACTOR:
9.1 Nev,ative Slippage of 5% ("Earlv Warning" Stage): The Contractor shall be given warning and
shall be required to submit a "catch-up" program in order to eliminate the slippage. .
9.2

Negative Slippage of 10% ("leu" Stage): The CONTRACTOR shall be given a second warning
and shall be required to submit a detailed action program on a weekly basis which commits him
to accelerate the work and accomplish specific physical targets in order to reduce the slippage
over a defined period. Moreover, the CONTRACTOR shall be instructed 10 specify the
additional input money, manpower, equipment, materials, supervision, and other resources
required for his accelerated action program. FILINVEST shall exercise closer supervision and
meet the CONTRACTOR weekly in order to closely monitor the progress of work and resolve
issues and problems concerning delays.

9.3

Negative Slippage of J 5% ("MalIc 91 Break" Stage): The CONTRACTOR shall be issued a final
warning and required to come up with a more detailed program of activities Oil a daily basis,
together with required additional input resources. On-site supervision shall be intensified and
evaluation of project performance will be done on a day-to-day basis. At the same time,
FILINVEST shall prepare contingency plans for possible termination of Agreement andlor takeover of the work under the administration of FIIJNVEST.

Nellative Slippage bevond 15% C'TerminaJ" Stage): FILINVEST by this time shall initiate
termination/rescission of the Agreement and/or take-over by administration, or assign 10 other
contractor, the remaining work under the Agreement. Proper transitory measures shall be taken
to minimi,.., work disruptions e.g., take-over by administration while re-bidding is going on.
10.0 Contract Time Extension on the Basie Contract: Time extension may be granted by
FILINVEST
in favor of the CONTRACTOR due to any of the following conditions only:
9.4

10.I Substantial increase in the quantities of work which would impact at least 1\\
additional in contract price;
1313 of
19

(20%)

10.2 On specific and written instruction from FILINVEST or any other competent higher authority 10

suspend the execution of the Works;

10.3 Force Majeure such as earthquake; disastrous fire; severe calamities; war or invasion or
insurrection; and major flood tbat adversely affect the Project;
10.4 Occurrence of typhoon signal no. 3 declared by the Philippine Atmospherical Geological and
Astronomical Administration (1'AGASA);

10.5 Delay or obstruction to the execution of the Works by the act, neglect, delay or default by
FILINVEST or any of its authorized representative;

10.6 Due to FILlNVEST'S failure to hand over to the CONTRAC'TOR the possession of the site or
sites.
No time extension on the main contract shall be granted due to additional works done in parallel and
which is not within the "critical path" scbedule of main contract.
During the period of work suspension, the CONTRACTOR bears the right reduce and demobilize his
manpower and equipment while awaiting official resumption thereof. However, upon resumption of
work, the CONTRACTOR, within seven (1) days after his receipt of any official lifting of suspension
order, shall be obliged to return all such resources in the same number, skills and capabilities when the
work was suspended.
The CONTRACTOR sball not be entitled to claim for any cost whatsoever or any extended overhead
cost arising from suspension of work.

11.0 Liquidated Damages: It is agreed and understood that time is of the essence of the Agreement. After the
award of the contract, the CONTRACTOR shalJ submit a PERT/CPM schedule for approval by
FILlNVEST and once approved, shall become the official contract schedule and sball serve as the basis
of monitoring the progress of the Works. FILlNVEST shall have the right to impose liquidated damage
penalty at the amount stated in the Notice of Award or Agreement for the CONTRACTOR'S failure to
complete the Works, or portion thereof, in accordance with the agreed completion, or sectional
completion, or milestone completion.
The CONTRAC'TOR hereby expressly recognizes .FlLlNVEST'S right to impose and deduct whatever
liquidated damages against any sum or sums due to the CONTRACTOR and the CONTRACTOR
hereby unconditionally authorizes .FlLlNVEST to deduct any liquidated damages without incurring any
liability whatsoever for such deductions and the CONTRACTOR hereby releases or quitclaims
FILlNVEST for such liability, if any.

ARTICLE XI- CONSTRUCTIONMATERIALS

1.

Contractor-Supplied Materials: The CONTRACTOR shall supply, transport and deliver all material
requirement of tbe Project. FlLlNVEST reserves the right to reject any material not in accordance with
the plans and specifications. The CONTRACTOR may substitute similar materials instead of those
required but only upon prior approval by Filinvest.
In the event that the CONTRACTOR fails to supply the specified materials and such failure or inability
should, in the judgement of FILINVEST, result in Project delays, FlLINVEST shall have the' option, but
not the obligation, to supply such materials for and in behalf of the CONTRACTOR. In such case, the
full value of the materials supplied by FlLJl-,"VEST,including hauling fees and interests thereon at the
rate of two percent (2%) per month computed from the date FlLINVEST procured th
ten. shall be
reimbursed by the CONTRAC'TOR to FlLlNVEST within seven (7) days from the te the mat ials arc
1414 of

19

delivered to the Project Site. Otherwise, the same shall be deducted in full from subsequent progress

billings of the CONTRAG'TOR.

2.

Owner-Supplied Materials (OSM): F1LINVEST, at its exclusive option, may supply and deliver
materials to be used by the CONTRACTOR and incorporated into the Works based on the quantities
agreed and stated in the Agreement between flLJNVEST and the CONTRACTOR. Such OSM shall
become fixed and firm based on the Contract plans, specifications and scope of work. It is presumed that
the quantities of OSM stated in the Agreement has been diligently reviewed and accounted by the
CONTRACTOR and the CONTRACTOR has considered the existing site conditions as well to establish
the agreed quantities. The CONTRACTOR shall, therefore, be accountable and responsible for any overrun or under-run in the quantities versus actual consumption. F1LINVEST shall not supply additional
quantities due to underruns.

Should there be any revision in the plans or specifications or scope of work resulting in upward or
downward adjustments in the scope of work, the agreed OSM quantities affected by such adjustments
shall correspondingly be increased or decreased proportionately to the adjusted work quantities.
OSM shall be accounted for at the completion of the Project where a joint evaluation shall be
conducted between FILINVEST and the CONTRACTOR. Any savings or excess used materials shall be
returned and turned-over to FILINVEST.

TIle

ARTICLE XII- CONTRACTOR'S OTHER OBLIGATIONS AND WARRANTIES

1.0 Independent Contractor: It is expressly understood and agreed upon that the employees and/or
subcontractors of the CONTRACrOR are not the employees and/or subcontractors ofFILINVEST. The
CONTRACTOR shall, therefore, be responsible for all claims for death, injury or damage, caused either
to said employees and/or subcontractors or by such employees and/or subcontractors to third persons,
and for claims of any nature by such employees and/or subcontractors arising out of their
respective duties as employees and/or subcontractors of the CONTRACTOR. The Agreement shall not
be deemed to constitute a contract of employment by and between F1LINVEST and any of the
personnel hired by the CONTRACI'OR, it being clearly understood that the same is solely between
FILfNVEST and the CONTRACTOR.
Should any such employee or subcontractor or other person or entity sue FILINVEST by reason of such
employment and/or subcontractor, the CONTRACTOR shall dutifully assist FILINVEST in defending
the Agreement and the CONTRACTOR shall hold FILINVEST free and banuJess against any
judgement or decision which may therefor be rendered against FILINVEST.
2.0

Trust and Confidence in the CONTRACTOR: The CONTRACTOR hereby acknowledges the trust and
confidence reposed on him by FILINVEST. The CONTRACTOR shall. therefore, use his best skiJl and
judgement in the efficient administration and faithful performance of his obligations under the
Agreement.

3.0

CONTRACTOR'S Tenlporarv Facilities: Unless other stated in the Agreements as exception to the
scope of work, the CONTRACTOR shall provide and maintain, for his own use, temporary facilities and
equipment which shall include, but not limited to, the following:
3.1
3.2
3.3
3.4
3.5
3.6

Temporary offices, storage facilities, motorpool/eqoipment yard;

Temporary water, sewer, and drainage facilities within the campsite;
Telephone and other communication facilities accessible to FILINVEST;
Temporary fencing;
Temporary living quarters/barracks for the CONTRACTOR'S worker including sufficient
latrines;
Garbage disposal facilities including daily cleaning and maintaining
campsite;
1414 of
19

,
3.7

3.8
3.9
4.0

Adequate fire extinguishers and other fire fighting facilities;

Safety and security facilities and personnel for the protection and safety of its workmen;
protection against theft or damage to materials and equipment he own and/or endorse to him by
lIlLlNVEST for safckccpicg;
Transport facilities for mobilization, demobilization, and movement of resources.

CQNTRACTOR'S Emplovees:
4. I

The CONTRACTOR shall employ competent and skilled workers to undertake the Works and
supervision thereof. The CONTRACTOR'S Supervising Engineers sball constantly be in the
premises of the Project Site at all times and any order given in writing to the CONTRACTOR'S
Supervisor by ;FfLINVEST or to any of the CONTRACTOR'S authorized representative shall
be considered as having the same effect as if given to the CONTRACTOR himself.

4.2

Tile CONTRACTOR shall agree, upon request by FlLINVEST after discussion with the
CONTRACTOR, to terminate the employment of any of his employees if the intention is to
protect the interest ofFILINVEST and the Works. The CONTRACTOR shall bear all expenses
necessary for such termination of employment and shall provide replacement also at his own
cost.

4.3

FILlNVEST, through fair and reasonable judgement, may require the CONTRACTOR to
employ additional technical and skilled manpower to facilitate the completion of the Project in
accordance with the contract duration.

4.4

The CONTRACTOR shall at all times take all reasonable precautions and steps to prevent any
unlawful, riotous or disorderly conduct by or among his employees and employees of his
subcontractors for the preservation of peace and protection of persons and property in the
neighborhood of the Works. The CONTRACTOR shall comply with all government laws, rules
and regulations on the use of drugs. The CONTRACTOR shall not allow any of his employees
who are under the influence of liquor or drugs within the vicinity of the jobsite, Any violation
thereof shall be on the first instance may be a ground for termination of services of offender
from the CONTRACTOR and as may be required by FlLINVEST,

5.0

Care upon Properties of FILINVEST and other Third Parties: The CONTRACTOR shall, in the
execution of the Works, exercise due diligence and care in respect of existing properties, equipment, and
materials of FII,INVEST and other Third Party within the vicinity of the Project Site. The
CONTRACTOR shall be required to indemnify owners of properties damaged due to the fault or
negligence of the CONTRACTOR or any oerus employees.

6.0

CONTRACTOR'S Equipment. Plant, lVIaterials & Related Facilities Brought to Site: All equipment,
construction plant, materials and other related facilities provided and brought by the CONTRACTOR to
the Project Site shall be deemed not intended for any other purpose but exclusively for the construction
and completion of the Works, and therefore, the CONTRACTOR shall not remove from the Project Site
the same or any part thereof without written consent from FlLINVEST or any of its authorized
representative. FILINVEST shall not be responsible for the loss or damage to such CONTRACTOR'S
properties and presumes that the same are covered by All-Risk Insurance.

7.0

Maintenance and Repair of CONTRACTOR'S Plant and Equipment: The CONTRACTOR sballemploy
sufficient and qualified personnel and facilities for the appropriate repair and maintenance of his plant
and equipment brought to the Project Site. In case of major repair which would require at least one (1)
week servicing, FILINVEST sball require the CONTRACTOR to replace the defective writ with another
plant or equipment having the equal or better capacity in order not to hamper the construction

operations.
8.0

Compliance with Government Regulations: The CONTRi\CTOR shall hold FIL

harmless from any violation of law, ordinance and government regulations cansed by
1515 of
19

.
implicate any of fILINVEST'S representative for his violation of the same arising from the execution of
the Works.
9.0

CONTRACTOR'S Workmanship: '111ll CONTRACTOR represents and warrants that the Works shall be
made of the best quality known to the trade and that all materials to he used shall be in accordance with
speci.fications. Whenever FIl...JNVEST deems it necessary, FILINVEST shall advise the
CONTRACTOR in writing to have the materials tested by an independent and reliable testing
institution. In case the CONTRA(.."TORfails to comply to execute such testing, FILINVEST shall
arrange to carry Out the test or tests to its own satisfaction and charge the CONTRACTOR the
corresponding cost.

ARTICLE XIIl- TERMlNA TION 01<' ras AGREEMENT / TAKE-OVER OF THE \VORKS
1.0

Terminatio.!LQf:theAgreement bv .FILTNVEST:FllJNVEST may, upon serving written notice effective

for five (5) days, extra-judicially terminate the Agreement due to any of the following reasons and
circumstances:
1.1 The CONTRACT has declared bankruptcy or in the verge or bankruptcy;
1.2

Without reasonable excuse the CONTRACTOR has failed to commence the Works or has
suspended the progress of the Works for ten (10) working days after receiving from FILfNVEST
a written Notice to Proceed;

1.3

The CONTRACTOR failed to secure and submit to FILINVEST bonds, insurance and

guarantees required in the Agreement;

2.0

1.4

The CONTRACTOR has' wilIfuIly abandoned the Works under the terms and conditions set
forth in the Agreement;

1.5

TIle CONTRACTOR has failed to provide pre-construction information required by

FILINVEST as embodied in the Conditions of Contract;

1.6

The CONTRACTOR refuses or persistently neglects to comply v...ith a written notice from
FILINVEST requiring him to remove defective work or improper materials or goods within ten
(10) days and by such refusal or neglect the Works ate materially affected;

1.7

The CONTRACTOR has incurred a negative slippage beyond 15% as specified in this
Conditions of Contract;

1.8

The CONTRACTOR has incurred serious work related accidents and has failed to implement
the required safety measures which consequently has led to such accidents;

Tennination of the Agreement bv the CONTRACTOR: On the other hand, the CONTRACTOR shall
have the legal right to terminate or suspend the Agreement due to any of the following conditions:
2.1

Occurrence of "special risks" such as force majeure and other disastrous calamities that may
render the Project Site unworkable;

2.2 Declared or undeclared war, invasion, insurrection and other formed of arms rebellion;
2.3

Riot, commotion and other extreme civil disorder except when caused by the CONTRACTOR'S
own act, default or negligence; (strike or labor unrest among the CONTRACTOR'S employees
shall not be considered as a valid ground for contract termination);

2.4 Work on the Project Site is terminated or disrupted by order of competent gove
1616 of
19

rity;

..

2.5 FILfNVEST failed to comply with its commitments and obligations under the Agreement
through no fault of the CONTRACTOR;
3.0 TakC:Qverof the Works:
3.1 As a consequence of the termination by FILINVEST of the Agreement due to any of the above
causes, FlLlNVEST, without violating any of the provisions of the Agreement, shall take over
and/or employ another contractor to complete the rernamiog works taken-over from the
CONTRACTOR and charge the CONTRA(''TOR, by deducting from the Contracr Price, all
costs incurred by FILlNVF.5T io taking-over the Works. FILlNVEST shall also reimburse from
the CONTRACTOR any loss or damage that FlLINVEST may suffer as a result of the takeover. Moreover, the take-over shall not relieve the CONTRACTOR from paying liquidated
damages for delays incurred at the point of take-over.
FILlNVEST shall have the legal right to take possession of the CONTRACTOR'S plants,
equipment and other assets present at the Project Site should the CONTRACTOR fall to
compensate any liability to FlLINVEST at the time of take-over. FILINVEST shall not be liable
to pay any sum due to the CONTRACTOR until the cost of executing the remaining works,
liquidated damages (if any) and all other expenses incurred by Fll..INVEST by reason of takeover have been deducted from any sum due or shall become due to the CONTRACTOR under
the Agreement. BLlNVEST shall likewise have the legal nghts to recover lUIyliability of the
CONTR.AC"1ORafter the take-over from any other contracts executed or being executed by the
CONTRACTOR with FlLINVIiST or any of its subsidiaries. Due to the take-over and for the
CONTRACTOR'S failure to complete the Works, the CONTRACTOR'S Performance Bond
shall automatically be forfeited io favor of FILINVEST.
3.2

On the contrary, and as a consequence of the tennioation by the CONTRACTOR of the

Agreement due 10 any of the causes stated above at no fault 10 the CONTRACTOR, the
CONTRACTOR shall, without violatiog any of the provisions of the Agreement, formally hand
over the Works and all the elements therein, whetbe1' fully completed or io pan, to FlLINVEST
and shall be relinquished, unless otherwise a compromise agreement has been reached, of all its
contractual commitments, responsibilities and accouatabilities to complete tbe balance of work
at the date of !be termination agreement.

The CONTRACTOR may thereupon give formal notice 10 FILINVEST of his intention to
terminate the Agreement provided that such notice shall not bc given unreasonably or
vexatiously. Such notice shall be given at least thirty (30) days prior to the intended effectivity
date and sball specify the grounds for such termination.
Upon such termination, then without prejudice to the accrued rights or remedies of either party
or to any liability, the respective rights and liabilities of the CONTRACTOR and FILlNVEST
shall be as follows:
3.2.1 The CONTRACTOR shall, with all reasonable dispatch and in such manner and with
such precautions as will prevent injury, death or damage, remove from the Project Site
all of Iris or any of his Subcontractor's temporary buildings, plants, tools, equipment,
temporary materials and other facilities not part of the Works;
3.2.2

Both parties shall conduct ajoint inventory of Works completed and uncompleted and
materials and permanent equipment brought to the site, and materials already
fabricated at the COl'l'TRACTOR'S shop or yard and are iotended for the Works. A
formal report on the joint inventory shall be made and signed by both parties;

3.2.3

After taking into account amount previously paid under

CONTRACTOR shall be paid by rn~INVESTtbe following:
17 of t9

a. The total value of all works completed at the effecrivity date of termination;
b. TIle total value of work started but not completed at the date of termination, the
value established from a fair nod reasonable assessment by both parties;
c. The cost of materials or goods properly ordered nod delivered to the site, or
fabricated at the CONTRACTOR'S shop or yard, for which the CONTRACTOR
has paid for, or is legally bound to pay for, shall become the property of
fILINVEST;
d. The cost of preliminary or general items in the "Breakdown of Lump Sum Price"
for which the CONTRACTOR has consumed or fulfilled ill wbole;
c. Cost of preliminary or general items that the CONTRACTOR has fulfilled in part.
FILINVEST is not bound to pay the CONTRACTOR for any direct or indirect cost of
loss or damage arising from termination of Works 1.0 this case.
ARTICLE XIV- COMPLETION AND FINAL ACCEPTANCE
1.0

Upon completion of the Project, the CONTRACTOR shall clear the Project Site and the surrounding
areas of all debris and dirt and disposed at a designated area outside of the FCC and the leave the area in
a clean and orderly condition. The CONTRACTOR shall, furthermore, repair at his own cost :my
damage that may have been caused by the CONTRACTOR or any of his employees within the
surrounding of the Project Site.

2.0 When the Project bas been fully completed, the CONTRACTOR shall notify FILINVEST or its
authorized representative in writing and request for final inspection. A final joint inspection, after
rectification of "punch list" items, sball be conducted within seven (1) days and the completed Works
sbaLIbe assessed by FILINVEST or its duly authorized reprcscntative(s). lf acceptable, FlLlNVF.'lT
shall issue a CERTlFlCATE OF COMPLETION AND FINAL ACCEPTANCE within fifteen (15) days
after the joint inspection. Works that are under the jurisdiction of a competent government agency (local
or national) shall also be subject to acceptance by such government body.
ARTICLE XV- J\lIISCELLANEOUS PROVISIONS
1.0

Pr9leCtionand Restoration ofPcooertv: The CONTRACTOR shall be responsible for the preservation of
trees, monuments, private and public properties within the Project Site insofar as they may be
endangered by his construction operations. He shall carefully protect and not remove them unless
otherwise directed by FILINVEST. The CONTRACTORS shall likewise protect all existing trails and
roads adjacent to or intersecting the Project from damage.

2.0

Interference with Traffic and Adjoining Properties: All operations necessary for the execution and
completion of the Works and the remedying of any defects therein shall, so far as complianee with the
requirements of contract permits, shall be carried on by the CONTRACTOR so as not to interfere
unnecessarily or improperly with:
2.1 The convenience of the public;
2.2 The access to, use and occupation of public or private roads and footpaths to or of properties
whether in the possession of FILINVEST or any other third party of person.
The COmRACTOR shall save harmless and indemnify FILlNVEST in respect of all claims,
proceedings, damages, costs, charges, and expenses whatsoever arising out of, or in relation to, any
such matters insofar as the CONTRACTOR is responsible therefore.
Avoidance of Damage to Roads: The CONTRACTOR sball use every reasonable means to prevent any
of tbe roads or bridges communicating with or on the routes to the Project Site from being damaged or
injured by any traffic of the COl\'TRACTOR or any of his subcontractors and, in particular, shall select
routes, choose and use vehicles and restrict and distribute loads so that any such extraordinary traffic as
will inevitably arise from the moving of materials, plant, CONTRACTOR'S equipm
porary
works from and to the Project Site shall be limited, as fur as reasonably possibl
no
unnecessary damage or injury may be occasioned to such roads and bridges.

3.0

18ofJ9

.
4.0

Access for FILINVEST: Without prejudice to the generality of the foregoing, it is agreed and
acknowledged that FILTNVESTmay require access to the Project Site for the purpose of promoting the
sale or lease of living units or lots therein. TIIO CONTRACTOR shall do all things necessary to facilitate
such access as FILINVEST may require from time to time. It is specifically acknowledged and agreed
that the exercise by FILlNVE$T of its rights pursuant to this clause sball not constitute taking
possession of the whole or any part of the Works.

5.0 Cleaning of Channels and Drains: The CONTRACTOR shall keep existing surface channels and drains
receiving the discharge from the Project Site clear of site, cement, mud, etc. at all times by the use of a
silt trap or traps which shall be cleared out at the appropriate frequency to ensure compliance with tho
order of FILINVEST. Any drains blocked by contaminated water from the Site, or cause by construction
activities executed by the CONTRAC""fOR,shall be cleared out by the CONTRACTOR at his 0"11
expense.

a.u

Dumping of Wastes: The COil'RAC'1'ORshall not dump unwanted wastes, debris, harmful chemicals,
and any other noxious or polluting matter on any vacant lot, road side, or drains thereby causing
clogs leading to development of foul water, causing water contamination, and causing mosquito
breeding.

7.0

Non-Waiver: TIle failure of I-1LlNVESTat any time to require performance by the CONTRACTOR of
any provision hereof shall in no way affect FILINVE$T'S right thereafter to impose the same; nor shall
the waiver by FILINVEST of any breach of any provision hereof be construed as a waiver of any
succeeding breach of any such provision, or as a waiver of the provision itself.

8.0

Separability: All rights of the parties are separate and cumulative and no rights, whether exercised or
not, shall exclude any other right, and shall not limit or prejudice any legal OT equitable right which the
parties may have.

9.0

Assigrunent: The CONfRACI'OR shall have no right whatsoever to assign, transfer or pledge his rights

and interests under the Agreement without the written consent ofFILINVEST.

10.0 Judicial Action: In the event that FILINVEST sball institute judicial proceedings to enforce any of the

terms of the Agreement, the CONTRACTOR, should he be adjudged liable, shall pay the amount
equivalent to not less than twenty percent (20%) oftbc coral amount due as attorney's fees in addition to
the expenses of litigation and costs of suit. The venue of any judicial action shall be the proper courts of
Metro Manila.

190f19

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Project:

FESTIVAL SUPERMALL EXPANSION

SANITARY/PLUMBING WORKS

Subject:

SCOPE OF WORKS

The Contractor shall furnish all materials, tools, equipments, apparatus, appliances.
accessories, transportation, labor and supervision required for the complete installation
and testing of the Sanitary/Plumbing & Fire Protection System ready for use in
accordance with the best practice of the Plumbing & Fire Protection Trade as listed
herein but not limited to the following:
PLUMBING WORKS
SEWER, WASTE AND VENT
1. Supply and install of PVC pipes Series 1000 for Soil and Waste stacks and pipes
including fittings, accessories, sleeves, block-outs, hanger/supports and other
incidental works to complete.
2. Supply and install of PVC pipes Series 1000 for Vent stacks and pipes including
fittings, accessories, sleeves. block-outs, hanger/supports and other incidental
works to complete.
3. Construction of Grease Tank Interceptor, Sewer Manhole, junction boxes
complete with piping connections. fittings. accessories and other incidental works
to complete.
4. Installation of OWNER SUPPLIED MATERIAL (OSM) plumbing fixtures such as
water closets, lavatories, urinals including necessary fittings, valves/accessories
and other incidental works to complete.
5. Leak testing and commissioning. Water consumed shall be born by the
contractor.
COLD WATER SUPPLY AND DISTRIBUTION
6. Installation of OWNER SUPPLIED MATERIALS (OSM) such as transfer pumps,
booster pumps, bladder tank, overhead tank including piping connections,
valves, instrumentation, controller, hanger/supports, vibration isolators and all
required accessories.
7. Supply and install of G.I. pipes for waterlines including fittings, valves. sleeves,
block-outs, hanger/supports, accessories and other incidental works to complete
the system.
8. Supply and install of Cistern Tank accessories such as manholes, ladder nung,
equalizing line, air vent. float valve mechanism, level sensor, sight glass and
other incidental works to complete.

....
9. Leak testing, flushing, disinfection of water supply distribution system. Water
consumed shall be born by the contractor.

STORM DRAINAGE AND AIRCON DRAIN

10. Supply and install of PVC pipes Series 1000 for downspout and aboveground
parking drain including fittings, accessories, hanger supports, sleeves, block-outs
and other incidental work to complete.
11. Supply and install of PVC pipes Series 1000 for underground parking drain
including fittings, accessories, hanger supports, sleeves, block-outs and other
incidental work to complete.
12. Supply and install of Reinforced Concrete pipes of underground including trench
excavation and backfilling and other incidental works to complete.
13. Supply and install of catch basin. area drain. drainage junction box and manhole
including interconnection of pipes from existing main drainage and other
incidental work to complete.
14. Leak testing of drainage system. Water consumed shall be born by the
contractor.
OTHER WORKS INCLUDED
1S. All openings through which fire may spread from one floor to the other, such as
holes through floors made for the passage of plumbing pipes and electrical
circuits shall be sealed with fire resistant stopping materials.
16. Securing and payment of permits, licenses and bonds for the construction
purposes.
17. Contingency to include the furnishing of written one (1) year warranty upon
completion works of plumbing system against defect and workmanship.
18. Preparation and submission of as-built drawings in reproduci
s
CAD file and two (2) white prints copies at no cost to the own .