Purchase Order Number PO-00001643

Creation Date 01/13/2022

BPA Reference Number

Bill to (Business Unit) Phinma Property Holdings Corporation

PH
PHINMA Properties Center, 29 Epifanio de los
Bill to (Business Address) Santos Ave
Mandaluyong City
1550
Ship To (Project) PPHC AREZZO PLACE DAVAO
PH
Dona Pilar Avenue
Ship To (Address) Brgy. Pampanga
Davao City
8000

VENDOR DETAILS
Vendor Code Number 10133
Company AMELITO FLOWER GARDEN
Contact Amelito Danga
PH
Sto. Nino Bulusan Central Park Brgy. Talomo
Address
Davao City, Davao del Sur
8000
Payment Terms PROGRESS BILLING

Confirm To Deliver to Contact

Supervisor Name Mary Grace Mallari Buyer Name Lorna Estrella
E-mail [email protected] E-mail [email protected]

PR Number Item Description Quantity UoM Unit Price Amount Usage

PR-00002292 Sub-contractor - Pocket Landscape 1.00 LOT 35,000.00 35,000.00 Sub-contractor - Pocket Landscape (End Wall)

TOTAL COST 35,000.00

VAT 0.00
TOTAL PO AMOUNT 35,000.00

Date Required or Date of Start 01/19/2022

This section is for PHINMA Use Only.

Buyer's Note/Remarks:
***APD MRB11 Pocket Landscape (End Wall) - Repeat Order DP2020-000367

Duration : Fourteen (14) Days

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Contract Terms and Conditions

SECTION 1: BASIC TERMS OF THE CONTRACT

1.1 PARTIES:

OWNER:PHINMA Property Holdings Corporation

ADDRESS:PHINMA Properties Center, No. 29 EDSA, Mandaluyong City

AUTHORIZED REPRESENTATIVE: ERNESTO C. PAREDES

POSITION: AVP - OPERATIONS

CONTACT DETAILS: 8533-7777

CONTRACTOR: AMELITO FLOWER GARDEN

ADDRESS: PH, Sto. Niño Bulusan Central Park, Brgy. Talomo, Davao City

AUTHORIZED REPRESENTATIVE: AMELITO S. DANGA

POSITION:Proprietor

CONTACT DETAILS:0916-5286135

OWNER and the CONTRACTOR agrees to consent to comply with the provisions of the Data Privacy Law, specific
details are indicated in Annex "A"

1.2 PROJECT DETAILS:

PROJECT NAME: AREZZO PLACE DAVAO

PROJECT SITE:Dona Pilar Ave., Brgy. Pampanga, Buhangin District, Davao City

1.3 WORKS: Arezzo Place Davao MRB11 Pocket Landscape (End Wall)

1.4 CONTRACT PRICE: The OWNER shall pay the CONTRACTOR in consideration of the full amount, faithfull and
complete performance and accomplishment of the obligations specified above and the other terms and conditions of this
Contract, which the CONTRACTOR has agreed to undertake, perform and accomplish, a Total Contract Price of Pesos:
Thirty Five Tousand Pesos Only (Php35,000.00) Philippine Currency, Inclusive of VAT, withholding and other taxes, for
the WORKS.

The Total Contract Price is payable in the manner provided in Section 6 below.

1.5 COMPLETION PERIOD- shall be for a period of Fourteen (14) working days but best effort will be exerted to finish
the job the soonest possible time, except Sunday and Holidays, subject to the provision of this Contract.

"OPTION TO COMPLETE WORKS - In case the CONTRACTOR, at any time during the progress of the work, should
fail, refuse, or neglect to supply the needed materials equipment and workmen, the OWNER may, after giving the
CONTRACTOR a seven-day written notice and without a positive response to address the concerns of the OWNER within

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the said 7-day notice, enter upon the site and takeover the Works either partially or completely, the construction of
temporary works and materials on site, and may himself complete the said WORKS or may employ any other
CONTRACTOR, and alternately or simultaneously charge the cost thereof to the CONTRACTOR and his Performance
Bond, or deduct the cost of the same from the amount due at the time to the CONTRACTOR under this CONTRACT.
However, the stipulation shall not relieve or in any way diminish the responsibility of the CONTRACTOR under this
CONTRACT or affect the rights and powers conferred on the OWNER by the CONTRACT."

1.6 WARRANTY PERIOD AND COVERAGE OF WARRANTY:

The Warranty Period shall be N/A commencing from date of issuance of Certificate of Completion and Final Acceptance
of the works to the Contractor and under the terms and conditions of this Contract.

1.7 BONDS

a. GUARANTEE BOND. The CONTRACTOR shall secure a Guarantee Bond equivalent to Ten Percent (10%) of the
Total Contract price or in the amount of Pesos: (Php.00) Philippine Currency under such terms and conditions as stated in
this Contract.

b. PERFORMANCE BOND. The CONTRACTOR shall secure a Performance Bond equivalent to Thirty Percent (30%) of
the Total Contract price or in the amount of Pesos:(Php.00), Philippine Currency under such terms and conditions as stated
in this Contract.

c. SURETY BOND. The contractor shall secure a Surety Bond equivalent to Thirty Percent (30%) of the Total Contract
price or in the amount of Pesos :(Php.00) , Philippine Currency, under such terms and conditions as stated in this Contract.

d. All Risk Insurance and Employees Accident Insurance

Any reference in the Contract Agreement to any of the provisions summarized under Section 1 hereof shall be deemed to
refer equally to the relevant provisions of the " Arezzo Place Davao MRB11 Pocket Landscape (End Wall) " from which
said summary derives.

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SECTION 2: DEFINITIONS AND INTERPRETATION

2.1 Definition of Terms

In addition to the terms defined above, the following terms shall have the respective meanings set forth below
except as otherwise expressly provided or unless the context otherwise requires:

2.1.1 "Contract" shall mean this Contract as described in Section 1, including the Contract Documents.

2.1.2 "Contract Documents" shall mean the documents attached to this Contract, subject to the
additions, deletions, and modifications incorporated therein, including the following:

a. General Conditions of Contract;

b. Engineering Design, Plans, Drawings, and Specifications;

c. Letter of Award and Notice to Proceed issued by the OWNER;

d. Master Construction Schedule (PERT_CPM / S-Curve), as approved by the OWNER;

e. Quotation Proposal, as approved by the OWNER;

f. Bill of Quantities, as approved by the OWNER;

g. All Risk Insurance;

h. Guarantee Bond;

i. Surety Bond;

j. Performance Bond;

k. Employees Accident / All Risk Insurance;

l. Project Organizational Chart, as approved by OWNER;

m. Manpower and Equipment Utilization Schedule, as approved by the OWNER; and

n. Site Layout of Temporary Facilities, as approved by the OWNER

o. Warranty Certificate;

p. Quality Assurance and Safety Plan

2.1.3 "Contract Price" is the amount in money or other consideration specified in Section 1 to be paid to
the CONTRACTOR for the execution of the Project in accordance with the Contract. The components of
the Contract Price are further defined in Section 5.

2.1.4 "Project" shall mean the condominium project with the Project Name specified in Section 1
including all buildings consisting of the condominium units, the guardhouse, amenities and sales and
marketing office.

2.1.5 "Project Site" shall mean the parcel of land where the Project is located, as stated in Section 1.

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2.1.6 "Subcontractors" shall include the subcontractors, consultants, specialty contractors, engineering
design firms, or project managers engaged to supply Works for the Project in accordance with the plans,
specifications, and designs that may be approved by the OWNER.

2.1.7 "Technical OWNER" which shall likewise be referred to as Project Manager, shall refer to the body
composed of representatives from OWNER tasked to approve the overall architectural and engineering
design as well as decide on major items or issues with respect to the same in the implementation of the
Project. The functions of the Technical OWNER are provided under Section 4 of this Contract.

2.1.8 "Works" shall refer to all labor components as well as equipment, and all other services or facilities
necessary to commence, continue, and complete the Project and to ensure the complete performance
by the CONTRACTOR of its entire obligations under this Contract.

2.2 Interpretation

The headings in this Contract are used for convenience only and shall not limit or affect the construction or
interpretation of the provisions hereof. Unless herein otherwise provided or unless the context shall otherwise
require: (i) words denoting the singular number shall include the plural number and vice versa; (ii) references to
Sections, Subsections, Annexes and Schedules shall refer to a Section, Subsection, Annex and Schedule of
and to this Contract.

The provisions of this Contract shall always be interpreted in harmony with the provisions of any subsequent
Contract to be executed by OWNER and CONTRACTOR in regard to the completion of the Project. However, in
case of conflict between this Contract and the Contract Documents, the provisions of this contract shall prevail.

SECTION 3: DEVELOPMENT AND MANAGEMENT OF THE PROJECT

3.1 Engagement of CONTRACTOR

3.1.1 OWNER hereby engages the services of CONTRACTOR as the contractor to perform the WORKS
required to complete the Project. By virtue of such engagement, CONTRACTOR hereby agrees to
undertake the construction, by itself or through Subcontractors, consultants, specialty contractors,
engineering design firms or project managers acceptable to OWNER, strictly in accordance with the
plans, specifications and designs approved for the Project.

3.1.2 CONTRACTOR shall carry out the Project in good and workmanlike manner, use only new and
good quality materials that meet the specifications approved for the Project, employ sound and accepted
installation methods and engage only such skilled, semi-skilled and unskilled labor as are necessary.
CONTRACTOR shall be deemed to have visited and thoroughly inspected the job-site and to have
considered all works and materials necessary, proper, and desirable for the completion of the Project.

SECTION 4: THE TECHNICAL OWNER

4.1 The Technical OWNER shall review, determine and approve the Project's final plans and development. The
Technical OWNER shall decide on all major items and issues relating to the architectural and engineering
design for the Project. The decision of the Technical OWNER on matters referred to it shall be final. All other
details, including technical specifications for the Project, engagement of subcontractors, quantity surveyors,
project managers, consultants, and specialty contractors shall be decided by OWNER.

SECTION 5: CONTRACT PRICE

5.1 For and in consideration of the faithful, complete and satisfactory accomplishment of the Works and all the
obligations specified in this Contract, CONTRACTOR shall be paid Contract Price as stated in Section 1 (the
"Contract Price"), the manner of payment of which shall be in accordance with Section 6.

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5.2 Except as expressly provided in Section 7 on "Contract Price Adjustments" and Section 8 on "Changes", the
Contract Price shall not be subject to any escalation due to fluctuations in the prices of materials and
equipment. Costs and expenses over and above the agreed Contract Price shall be for the sole account of
CONTRACTOR.

SECTION 6: BILLING AND MANNER OF PAYMENT

6.1 General Principles

CONTRACTOR agrees to bill OWNER in accordance with the following general principles:

6.1.1 Billing shall be made at regular periods based upon percentage work completion in intervals, each
of which not exceeding 30%, 50%, 70% and 100% of the Project.

6.1.2 All billings shall be reviewed and approved by OWNER prior to payment. A copy of the billing shall
be furnished the Technical OWNER for its reference.

6.2 Billing Procedures

6.2.1 Down Payment

"Down Payment equivalent to Thirty Percent (30%) of the Contract Price shall be released based on the
schedule set by the Technical OWNER and only upon compliance with and submission by the
Contractor of all of the following:

a. The execution of this Contract,

b. CONTRACTOR's written request to the OWNER for payment upon receipt of the Letter of
Award and Notice to Proceed,

c. Performance Bond secured through T-O Insurance Brokers in the amount stated in Section 1
in relation to Section 13.

d. Surety Bond secured thorough T-O Insurance Brokers in the amount stated in Section 1 in
relation to Section 13."

6.2.2 The Down Payment shall be liquidated by the CONTRACTOR in the form of periodic deduction
against progress billing proportionate to the actual work accomplishment covered by the said billing and
duly approved and accepted by the OWNER.

6.3 Balance through Progress Billing

6.3.1 The balance shall be paid through progress billing. Payments shall be made to the CONTRACTOR
upon written request for payment indicating the corresponding work accomplishment, and the actual
amounts to be paid on such billings shall be based on the actual percentage of work accomplishment
covered by said billings and duly approved and accepted by OWNER in writing, as provided under
section 6.1.1.

6.3.2 Payment of the amount approved by OWNER shall be made by OWNER to CONTRACTOR within
thirty (30) calendar days from the receipt of the request as verified and approved by OWNER. All
payments shall be subject to corresponding value added tax and other taxes required by the
Government, and net of all withholding taxes, which taxes shall be for the account of CONTRACTOR.

6.3.3 All billings to be submitted to OWNER for verification and approval shall be accompanied by:

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a. A summary of accomplishment prepared and certified by CONTRACTOR;

b. Key plans and photographs of the completed Works;

c. An affidavit prepared by CONTRACTOR and signed by its authorized representative that all
wages and benefits of workers, as well as all materials and equipment installed or utilized, within
the billing period have been fully paid and settled;

d. Copies of test results demonstrating that the completed Works have passed the requirements
of the Contract Documents; and"

e. Safety, security, and sanitation report.

6.3.4 Billings shall only be considered received by OWNER if accompanied by all the required
attachments and supporting documents.

6.3.5 Billings for materials shall be limited to those actually used and installed.

6.3.6 In cases where OWNER contests the billing made by CONTRACTOR, it shall have the right to
withhold payment in accordance with the procedure provided in Section 6.5 below.

6.4 Retention

6.4.1 Ten Percent (10%) of each progress payment as provided in Section 6.3 shall be retained by the
OWNER. This retention shall serve as security for CONTRACTOR to repair and rectify defects and
damages on the Works arising from or due to faulty workmanship and/or defective CONTRACTOR-
supplied materials. It shall also serve as security for the faithful performance by CONTRACTOR of all its
other obligations herein in addition to a performance bond.

6.4.2 OWNER may also deduct from progress billing payments the amount of substantiated and unpaid
claims of Subcontractors and suppliers of materials and labor that have been unjustifiably denied
payment by CONTRACTOR, and amounts accrued as liquidated damages pursuant to Section 11.

6.5 The foregoing provisions notwithstanding, OWNER shall have the right to withhold any payment being
claimed by CONTRACTOR in case of non-compliance or defective or irregular compliance with any of
CONTRACTOR's obligations under the Contract Documents; provided that only such amount pertaining to the
contested portion of the Works may be withheld and only if CONTRACTOR has failed to rectify the defect or
error within five (5) days from receipt of written notice from OWNER; provided, further, that the parties hereto
shall endeavor to resolve the dispute within a period of fifteen (15) days from the time of withholding. OWNER
shall release the amounts withheld after CONTRACTOR shall have rectified the defect or error and complied
with all other obligations to the satisfaction of OWNER, or upon the resolution of the dispute. While OWNER is
withholding a payment due to CONTRACTOR pursuant to this provision, any suspension of construction by
CONTRACTOR shall be deemed a material breach of the Contract.

6.6 The amount retained by the OWNER from the progress payment/s shall be released to the CONTRACTOR
upon the fulfillment of all of the following:

6.6.1 the final acceptance of the WORKS by the OWNER as certified by the Technical OWNER;

6.6.2 the expiration of six (6) months from final acceptance by the OWNER of the WORKS and issuance
of Certificate of Completion;

6.6.3 the submission by the CONTRACTOR of the following:

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a. The Guarantee Bond as stated in this Section in relation to Sections 1 and 13.

b. CONTRACTOR's Sworn Statement showing that all taxes and obligations for materials used
and labor employed have been fully paid and there are none outstanding, or should there be any
left outstanding, OWNER shall be relieved from all liability therefor.

6.7 It is understood that nothing contained herein shall be construed as a waiver of the right of OWNER, which
is hereby reserved, to reject the whole or any portion of the Works and/or the Works performed or undertaken,
or caused to be performed or undertaken by CONTRACTOR, should the same be found to have been done in
violation of the plans and specifications or any conditions or covenants of this Contract or the Contract
Documents.

6.8 Payment to CONTRACTOR of the progress billings and release of the amounts retained by OWNER
pertaining to the contested portions of the billing shall not be construed as admission that CONTRACTOR has
satisfactorily performed the Works in accordance with the Contract Documents, or that such Works are free
from defects or errors, hidden or otherwise.

SECTION 7: CONTRACT PRICE ADJUSTMENTS

7.1 No labor cost adjustment shall be allowed.

SECTION 8: CHANGES

8.1 Without prejudice to the provisions of this Contract, OWNER may, from time to time and without invalidating
the Contract, issue orders regarding changes in the Works or in the plans and specifications of the Project
("Change Orders"), in which case the provisions of this Contract and the Contract Documents shall apply to all
such changes, with the same effect as if the Change Orders were embodied in the original Contract or in the
plans and specifications. However, OWNER may extend the Completion Period if said changes will affect the
Critical Path Schedule of the Project. Prior to the issuance of such Change Orders, OWNER may issue Work
Authorization Orders to authorize specific Works when required. In cases where the Change Orders result in
substantial modification of the architectural and engineering design as stated in the Contract Documents, the
Change Order shall be approved by the Technical OWNER.

8.2 Procedure for Change Orders/Grounds for Change Orders. Upon written notification, the OWNER or its
representative may order any variation in or of the scope of work as defined in this Contract and the variation
shall be deemed alteration. OWNER may make any alteration in or of the form, quality or quantity of the Work
or any part thereof that may, in its opinion, be necessary and desirable, and shall have the power to order the
CONTRACTOR to do, and the latter shall do, any of the following: Increase or decrease the quantity of any
Work included in this Contract; omit any such work; change the levels, positions and dimensions of any part of
the works; and execute alterations of any kind necessary for the completion of the Works.

8.3 Any work clearly independent of and not included in the Scope of Works or not necessary to complete the
Works as defined in this Contract, shall be deemed an Extra Work. All Extra Work shall be subject to mutual
Contract by both parties.

SECTION 9: DELAY IN PAYMENT

9.1 The parties hereby acknowledge that time is of the essence in the completion of the Project. Consequently,
any delay in the payment to CONTRACTOR by OWNER pursuant to the billing arrangement herein shall not
operate to discharge CONTRACTOR from its commitment to timely perform its obligations under this Contract.

SECTION 10: COMPLETION PERIOD

10.1 CONTRACTOR shall complete the Works required under this Contract within the duration as described in

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Section 1, to the full satisfaction of the OWNER, provided that requests for extension due to "non-workable"
days or days with heavy rainfall should be submitted by the CONTRACTOR to the OWNER within twenty-four
(24) hours upon occurrence of such non-workable days and shall not be allowed unless duly certified by the
OWNER or Technical Owner.

10.2 In case the building shell for any building is completed later than the projected shell completion date, the
deadline for completion of the Works shall be extended by the same number of days as the difference between
the projected and the actual shell completion date.

10.3 The Completion Period may be extended by OWNER for the benefit of CONTRACTOR in case of the
following justifiable causes of delay of the Project:

10.3.1 Force majeure or events attributable to natural or human causes or phenomena beyond the
control of CONTRACTOR that make it impossible for CONTRACTOR to carry out in whole or in part its
obligations under this Contract;

10.3.2 Exceptional adverse climatic conditions; for this purpose, there exists an exceptional adverse
climatic conditions when the project site suffers significant hardship in the implementation of this
Contract caused by adverse seasonal condition/climatic changes bringing extreme weather conditions
and unpredictable rains and floods. Contractor suffers a delay as a result of unforeseeable physical
condition. Provided that such climatic conditions and delay is properly documented.

10.3.3 Substantial changes in the Works approved and ordered by the Technical OWNER or OWNER;

10.3.4 Site inaccessibility not attributable to the fault or negligence of CONTRACTOR;

10.3.5 Failure of OWNER to deliver Owner Supplied Materials (if any) on time; provided such materials
are indispensable to keep the construction work going;

10.3.6 Issuance by OWNER of a hold-order or suspension of work;

10.4 Within five (5) days after the occurrence of a cause of delay under Section 10.3, CONTRACTOR shall
immediately submit to OWNER a written request for an extension of the Completion Period, indicating therein
specific reason/s for the delay and the period requested.

10.5 No extension of the Completion Period shall be granted in the following instances:

10.5.1 Ordinary unfavorable weather conditions or monsoon rains;

10.5.2 Non-availability of laborers, supervisors, equipment, or materials, including power, water, and
other utilities, that are supposed to be furnished or supplied by CONTRACTOR;

10.5.3 Intra-corporate or labor problems, including strikes, slowdowns, pickets, or lock-outs involving
CONTRACTOR's employees and workers, or those of its Subcontractors, agents, or suppliers;

10.5.4 Disputes of CONTRACTOR with its materials men and suppliers.

10.6 OWNER has the sole and exclusive right to grant a request for extension and determine the extension
period to be allowed to CONTRACTOR, which right shall not be unreasonably exercised.

10.7 The foregoing provisions notwithstanding, no extension of the Completion Period, even if granted by
OWNER, shall be valid unless and until the CONTRACTOR secures the corresponding extension of the bonds
and insurances required under this Contract. In case of any extension resulting from delays caused by the fault
or negligence of OWNER, the latter shall bear the cost of the insurance premium corresponding to the

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extension period. For this purpose, CONTRACTOR shall be obliged to notify its bondsmen and insurers of any
and all extensions of the Completion Period and show proof that the bondsmen and insurers have agreed in
writing to remain bound to OWNER during the extension period/s under the same terms and conditions. No
extension shall be granted, even if the circumstances fall under any of the justifiable causes allowed in this
Contract, if the extension should result in the invalidation or impairment of any of the existing bonds and
insurances required under this Contract, unless CONTRACTOR could provide a substitute guarantee
acceptable to OWNER.

10.8 If, at any time during the Completion Period, CONTRACTOR incurs delay or slippage of five percent (5%)
in the Construction Schedule, OWNER may require CONTRACTOR to submit within seven (7) calendar days a
confirmed catch-up schedule, covering a period of thirty (30) calendar days, including a list of resources
required to remedy the slippage. The purpose of this Section is merely to enable the CONTRACTOR to
complete the Works within the original Completion Period and not to grant an extension. Should
CONTRACTOR fail to overcome the slippage within the catch-up period, OWNER may take any or all the
following courses of action:

10.8.1 Immediately, upon notice to CONTRACTOR, take-over and complete the Works either by itself or
through another contractor. In such case, the temporary facilities, materials, equipment, tools and
resources of CONTRACTOR on site shall be placed at the disposal of OWNER until the Works
unfinished by the CONTRACTOR are completed. The excess, if any, of the cost reasonably incurred and
substantiated by OWNER to complete the Works over the balance of the Contract Price shall be for the
account of CONTRACTOR; or

10.8.2. Terminate this Contract pursuant to Section 20.

10.9 The exercise by OWNER of either of the above options is without prejudice to other legal remedies allowed
under this Contract and existing laws, including the right to recover liquidated damages.

10.10 In cases of delay in the completion of the WORKS not attributable to "non-workable" day as submitted to
and certified by the Technical Owner, the OWNER shall be entitled to liquidated damages provided in Section
11 below.

SECTION 11: LIQUIDATED DAMAGES

11.1 It is understood and agreed that time is of the essence in this Contract. In the event that CONTRACTOR
refuses or fails to complete the Works of the Project within the completion period or within the extension(s) that
may be granted, OWNER shall be entitled to the liquidated damages mentioned in the immediately following
paragraph, and is hereby authorized by CONTRACTOR to immediately and extra-judicially deduct upon the
lapse of the period specified in Section 10 or its extension(s), if any, without court intervention, the amount of
liquidated damages from any amount due or which may become due CONTRACTOR under this Contract or to
collect or charge such liquidated damages from both the amount due the CONTRACTOR under this Contract
and the Performance (and Payment) Bond and Guarantee Bond, required under Section 13, filed by
CONTRACTOR, whichever is convenient and expeditious to OWNER.

11.2 The amount of the liquidated damages to be paid by CONTRACTOR shall be ONE TENTH OF ONE
PERCENT (1/10 of 1%) of the Contract Price including the cost of additional work, if any, then outstanding, for
each calendar day of delay, Sundays and holidays included, until the WORKS are completed to the full
satisfaction of OWNER.

11.3 The CONTRACTOR admits and confesses that the amount of the liquidated damages is reasonable and
hereby waives its right, if any, to question the amount of liquidated damages, the deduction thereof as
authorized in this Contract and the right of OWNER to be entitled thereto and to deduct the same.

SECTION 12: FORCE MAJEURE

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12.1 Provided that CONTRACTOR complies with Section 10 above, CONTRACTOR shall not be liable for any
failure or default in the performance of this Contract for reasons beyond its control which amount to force
majeure. As used herein, the term "force majeure" shall mean events attributable to natural causes or
phenomena that are unforeseen, or though foreseen, inevitable and make it impossible for the CONTRACTOR
to carry out, in whole or in part, its obligations under this Contract. In the event of force majeure resulting in a
suspension of work, this Contract shall be extended by a period equal to that for which CONTRACTOR was
prevented from performing, or such period as may be approved by the OWNER, which is shorter.

12.2 If such period of suspension due to the happening of force majeure shall continue for a period of more than
ten (10) calendar days after notice thereof has been given to OWNER as herein provided, OWNER shall have
the right to extra-judicially terminate this Contract upon giving of a seven (7) calendar day notice in writing to
CONTRACTOR from the lapse of the 10-day period. Upon receipt of such notice of termination, CONTRACTOR
shall take immediate steps to bring the WORKS to a close in a prompt and orderly manner so as to reduce
expenditure to a minimum, as far as practicable. Upon the lapse of the 7-calendar days, this Contract shall be
deemed terminated and cease to have any further effect and CONTRACTOR shall have no claim against the
OWNER except: (i) for the value of the WORKS performed and duly accepted by the OWNER up to the date
this Contract is terminated, and (ii) for the cost of materials and equipment delivered in the Project Site and
which meet the Project's specifications and accepted by OWNER, the cost/payment of which shall be based on
the value thereof.

12.3 The termination shall be without prejudice to the liability of CONTRACTOR for unfit or defective materials,
uncompleted or defective work, or unperformed services as well as for the CONTRACTOR's warranties
provided and contemplated in this Contract and the Contract Documents.

SECTION 13: BONDS AND INSURANCE

13.1 CONTRACTOR shall, not later than fifteen (15) calendar days from the issuance of the Letter of Award
and Notice to Proceed and as a condition for the release of the Down Payment and subsequent payments for
progress billings, submit to OWNER in such form and substance acceptable to it the following bonds and
insurance, all callable upon demand, which CONTRACTOR shall, at its own expense, procure from TO
Insurance Brokers:

13.1.1 PERFORMANCE BOND

The Performance Bond shall serve as a guarantee for the complete and faithful performance of the
Works by CONTRACTOR and of all undertakings, obligations, warranties and representations of
CONTRACTOR under this Contract and the Contract Documents, as well as to cover all payments due
from and answer all obligations of CONTRACTOR arising from this Contract, or relative thereto, the
Contract Documents and other instruments and documents executed relative thereto. The Performance
Bond shall be valid from date of issue up to and until sixty (60) calendar days after the completion date
of the PROJECT as provided in Section 10 above. The Performance Bond to be submitted may be in
any of the following forms and in an amount stated in Section 1 of this Contract;

a. Cash, or Manager's Check, or Cashier's Check, or irrevocable Letter of Credit

b. Bank Draft/Guarantee in an amount equivalent

c. Performance Bond which is callable on demand, upon presentation of a mere certification by

OWNER that CONTRACTOR has failed to satisfactorily comply with the terms and conditions of
this Contract"

13.1.2 CONTRACTOR's ALL RISK INSURANCE

The CONTRACTOR shall likewise submit an All Risk Insurance, in an amount equivalent to the Contract

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Price, to relieve OWNER from any and all liabilities and responsibility for loss, damage or injury to the
Works or to any person or property of third parties. Said insurance shall likewise cover loss, damage, or
injury to the property of OWNER that may arise in the course of the CONTRACTOR's operations."

13.1.3 EMPLOYEE'S ACCIDENT INSURANCE

Employees' Accident Insurance shall likewise be secured and submitted by the CONTRACTOR to
relieve OWNER from any and all liabilities and responsibility for loss, damage, or injury to
CONTRACTOR's employees that may arise in the course of CONTRACTOR's performance of the
Works."

13.1.4 SURETY BOND

The CONTRACTOR shall likewise secure and submit a Surety Bond to guarantee the repayment of the
down payment made or to be made by the OWNER to the CONTRACTOR for the Works as well as to
guarantee that such down payment shall be used exclusively by the CONTRACTOR for the completion
or performance of the WORKS in such amount as stated in Section 1 of this Contract."

13.2 GUARANTEE BOND

CONTRACTOR, shall likewise secure and submit a Guarantee Bond under such terms and conditions stated in
Sections 1, 6 and 18 of this contract, secured through T-O Insurance Brokers to guarantee that CONTRACTOR
shall repair and rectify defects and damages on the Works arising from or due to faulty workmanship or defect
in CONTRACTOR-supplied materials, occurring or discovered before final acceptance and payment of the last
billing, or after such period but within the warranty period as stated in Section 1, starting from the issuance of
certificate of completion and final acceptance of WORKS, without prejudice to Article 1723 of the New Civil
Code.

The CONTRACTOR hereby authorizes the OWNER to deduct the cost of the Guarantee Bond for the warranty
period from the last progress billing of the CONTRACTOR, and directly pay such cost in favor of T-O Insurance
Brokers. All such defects or warranties or responsibilities shall be made good or remedied to the full satisfaction
of OWNER by CONTRACTOR within fifteen (15) days after receipt by CONTRACTOR of written notice from
OWNER. In case of the failure of CONTRACTOR to do so, the same will be done or performed at the sole
expense of CONTRACTOR and/or its sureties. "

13.3 Except for the Guarantee Bond, which shall take effect upon completion and final acceptance of the
Project and to remain in effect during the entire warranty period as stated in Section 1, the foregoing bonds and
insurance shall remain in full force and effect during the entire Completion Period and any extension thereof
until the issuance of the Certificate of Completion and Final Acceptance by OWNER.

13.4 In case OWNER grants CONTRACTOR an extension of the Completion Period, the coverage of all bonds
and insurance required for the Project shall likewise be extended and the premium and other charges that may
be due in connection with the extension thereof shall also be for the account of CONTRACTOR. In this regard,
OWNER may withhold from any payment due to CONTRACTOR the amount equivalent to the value of the
additional insurance required until the same shall have been posted.

13.5 The foregoing notwithstanding, if the extension of the period was due to delay caused by the fault and
negligence of OWNER, the premium for the extensions of the insurance shall be for its sole account.

13.6 The aforementioned bond and insurance shall also be extended to include contract changes that may be
made during the progress of the construction work. In the event of such contract changes, the Guarantee Bond
shall be increased by supplementary bonds equivalent to twenty five percent (25%) of the cost of any additional
or extra work authorized by OWNER.

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SECTION 14: WARRANTIES AND REPRESENTATIONS OF CONTRACTOR

14.1 CONTRACTOR represents that it has and shall maintain throughout the period of this Contract, adequate
capitalization, financial capability, technical know-how and manpower to undertake and complete the Works.

14.2 CONTRACTOR warrants that it shall obtain and keep current or effective all permits, clearances, and
approvals from the proper authorities in accordance with its undertaking or as required by OWNER.

14.3 CONTRACTOR shall abide by its guarantee of the maximum quantities of reinforcing bars and cement to
be supplied. Should additional materials be required for the satisfactory completion of Works, these should be
promptly supplied by CONTRACTOR at its own cost.

14.4 CONTRACTOR shall provide everything necessary or appropriate towards the accomplishment and
completion of the Works according to the true intent and meaning of the drawings, plans and specifications and
other Contract Documents taken together, whether the same may or may not be particularly shown on the
drawings or described in the specifications; provided that, the same is reasonably inferred therefrom. If
CONTRACTOR finds any discrepancy in the drawings and specifications, CONTRACTOR shall immediately
refer the same to OWNER, which shall decide with finality, unless the discrepancy concerns matters covered by
the Technical OWNER's jurisdiction under Section 4. It is understood that CONTRACTOR had anticipated all
such discrepancies in the plans and specifications before its acceptance of the obligations under this Contract.

14.5 CONTRACTOR shall submit the proposed work methodology and shop drawings for review and approval
of OWNER. The approved work methodology and shop drawings shall be complied with by the CONTRACTOR
to the satisfaction of OWNER

14.6 CONTRACTOR hereby recognizes the position of trust and confidence reposed on it by OWNER by virtue
this Contract and agrees to furnish its best skill and judgment in the construction and completion of the Works.
CONTRACTOR shall cooperate with the authorized representatives of OWNER, including the Technical
OWNER, in furthering efficient business administration and superintendence in the performance of the Works.

14.7 CONTRACTOR hereby warrants and guarantees that all equipment and materials it will supply and install
are new, first class, free from defects, in good working order, fit for the particular purposes they are intended
and comply in every respect with the specifications, approved samples, and other requirements of the Contract
Documents. All equipment, materials, and workmanship shall be of the kind described in the specifications, and
CONTRACTOR shall, upon the request of OWNER or the Technical OWNER, provide brochures, supporting
documents, or samples, if needed, to prove that the quality of the materials is as represented or specified and
that all materials supplied by it shall maintain their effectiveness, functionality and integrity during the warranty
period, commencing from the date of Final Acceptance.

14.8 CONTRACTOR shall not substitute any material that is required to be furnished under this Contract with
another unless prior written approval is given by OWNER.

14.9 In case any defect in workmanship or materials becomes apparent in the course of the construction or
during the warranty period and which workmanship or material in OWNER's reasonable opinion is unsound or
unacceptable, CONTRACTOR shall, at its own expense, tear down and replace such portion of the Works and
correct such defect. Should CONTRACTOR refuse to do so, OWNER shall have the right to employ another
contractor to do the corrective works and charge the cost to CONTRACTOR, without prejudice to other
remedies available to OWNER.

14.10 CONTRACTOR shall be responsible for all damages to streets, sidewalks, curbs, and pavements,
developments and other properties owned by third parties, whether public or private, resulting from or as a
consequence of its execution of the Works. CONTRACTOR shall make good said damage to the complete
satisfaction of the party concerned and hold OWNER free and harmless from any such damage or the costs of
repair thereof.

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14.11 CONTRACTOR shall maintain adequate protection for all the Works, including any property and
equipment that may be found in the Project Site, whether or not owned by OWNER, in order to prevent any
damage thereto.

14.12 CONTRACTOR shall comply with all national and local laws, ordinances, and regulations relating to the
execution of the Works and shall render OWNER free and harmless from all suits or claims for any violation
thereof.

14.13 CONTRACTOR shall submit quality assurance and safety programs to ensure delivery of quality products
and services complying with relevant standards and safety included for approval by OWNER and strictly
complies with the provisions of this Contract. The procedure should be formulated to ensure that the required
actions will be completed as stated in Contract Documents and should be synchronized to OWNER's
implementing system on site and demonstrating that the Works are in accordance with the requirements of the
plans and specifications and other performance requirements.

14.14 CONTRACTOR shall keep the Project Site in a sanitary and safe condition, in full compliance with the
environmental requirements and mitigation measures specified in the Environmental Clearance Certificate
issued in respect of the Project. CONTRACTOR shall assume full responsibility and hereby holds OWNER free
and harmless from any costs and liabilities arising from any environmental damage or adverse health impact
caused by its execution of the Works.

14.15 CONTRACTOR shall indemnify and hold harmless the OWNER and their employees from and against
any and all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the
performance or nonperformance of the Works, for claim, damages, loss or expense that (a) is attributable to
bodily injury, sickness, disease or death or injury to, or destruction of, property, including the loss of use
resulting therefrom; and (b) is caused in whole or in part by any breach of any provision of the Contract or by
any negligent or wrongful act or omission of CONTRACTOR, any subcontractor or supplier of CONTRACTOR,
anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. The
indemnification obligation under this paragraph shall not be limited in any way by any limitation of the amount or
type of damages, compensation or benefits payable by or for CONTRACTOR or any subcontractor under
workers' compensation acts, disability benefits acts or other employee benefit acts.

14.16 For the duration of the warranty period, as stated in Section 1 reckoned from the date of the issuance of
the Certificate of Completion and Final Acceptance, CONTRACTOR warrants the Works against all defects in
workmanship and quality of CONTRACTOR- or Subcontractor-supplied materials, or those arising from the
neglect or failure of CONTRACTOR to comply with any obligation, express or implied, under this Contract. All
defects made known to CONTRACTOR during this period shall be immediately repaired or replaced by it within
fifteen (15) calendar days from notice or demand. In the event that CONTRACTOR fails to complete the repair
or replacement work within said period, OWNER may, at its exclusive option, undertake remedial or corrective
work, and the costs thereof shall be charged against the account of CONTRACTOR and/or the Guarantee
Bond.

14.17 Notwithstanding the expiration of the Warranty Period specified in Section 1, nothing herein shall be
deemed a waiver of any cause of action to proceed against the CONTRACTOR for purposes of enforcing its
obligations and liabilities under the provisions of Article 1723 of the New Civil Code.

SECTION 15: RIGHTS OF CONTRACTOR

15.1 RIGHT TO SUSPEND WORK. Except in the cases of unresolved contested billings under Section 6.5,
CONTRACTOR shall have the right to suspend work on the Project for any of the following reasons:

15.1.1 In compliance with a lawful order of any government authority, except if said order was due to
CONTRACTOR's failure to comply with any national or local law, ordinance, rule or regulation;

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15.1.2 OWNER fails to perform its obligations under this Contract through no fault of CONTRACTOR,
including the non-payment of progress billing for a period exceeding thirty (30) days from the end of the
period allowed OWNER to complete the procedures for the payment of approved billings.

15.2 Upon the resumption of the execution of the Works after a valid suspension based on Section 15.1,
CONTRACTOR shall be entitled to an extension of the Completion Period and reimbursement of reasonable
costs it may have incurred and directly attributable to suspension of works and subject to the adjustment of the
period of coverage of the Bonds and Insurances. CONTRACTOR shall also be entitled to any sums due for
services rendered prior to the suspension and all reasonable project-related costs it incurred as a result of the
suspension.

15.3 RIGHT TO TERMINATE CONTRACT. The CONTRACTOR shall have the right to terminate this Contract
for any of the following reasons:

15.3.1 OWNER becomes bankrupt or insolvent, goes into liquidation, has a receivership or
administration order issued against it, compounds with its creditors, or carries on business under a
receiver, trustee or manager for the benefit of its creditors, or if any act is done or event occurs which
under the law has a similar effect to any of these acts or events.

15.3.2 OWNER suspends work on the Project and the suspension subsists for a continuous period of
sixty (60) days. In such case, OWNER shall pay CONTRACTOR within thirty (30) days from the effective
date of termination:

a. for the value of the WORKS performed and duly accepted by the OWNER up to the date this
Contract is terminated, and

b. for the cost of materials and equipment delivered in the Project Site and which meet the
Project's specifications and accepted by OWNER, the cost/payment of which shall be based on
the value thereof.

SECTION 16: RIGHTS AND RESPONSIBILITIES OF OWNER

16.1 OWNER may terminate this Contract without incurring any liability whatsoever to CONTRACTOR other
than the obligation to pay for Works actually accomplished, which shall be computed using bills of quantities'
rates and prices in accordance with the measurement/survey which will be carried out and certified by an
independent appraiser by giving fifteen (15) day prior notice in writing to CONTRACTOR, except for grounds
16.1.6 and 16.1.7 , which do not require prior written notice, upon any of the following grounds:

16.1.1 CONTRACTOR, without just cause, violated or is in violation of any of the terms and conditions of
this Contract or the Contract Documents, or any of its warranties under this Contract and fails to cure
such violation within a period of five (5) days from written demand of OWNER;

16.1.2 CONTRACTOR abandons the Project or assigns the execution of the Works or any portion
thereof to other parties without the prior written consent of OWNER;

16.1.3 CONTRACTOR fails or refuses, without just cause, to continue any Works on the Project by
reason of any disagreement with OWNER;

16.1.4 CONTRACTOR fails to execute the Works in good faith, or in accordance with the plans and
specifications;

16.1.5 CONTRACTOR fails to recover its five percent (5%) slippage in the Construction Schedule
despite a thirty (30) day catch-up period pursuant to Section 10.8 and it becomes apparent that it will not
be able to finish the Works within the Completion Period, including the period of extension, if any.

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16.1.6 CONTRACTOR files for, or is the respondent in, a petition for suspension of payments, for
insolvency, or is placed under receivership, or goes to involuntary liquidation, or enters into an
arrangement whereby it assigns its assets or this Contract in favor of creditors;

16.1.7 CONTRACTOR becomes insolvent or is unable to pay its obligations as they fall due; or incurs
default or delay in any of its other obligations;

16.1.8 CONTRACTOR fails, despite demand of OWNER, to provide qualified superintendents and
competent workmen or materials or equipment acceptable to OWNER.

16.2 In the event of termination of this Contract by reason of CONTRACTOR's default under Section 16.2,
OWNER may take over and complete the Works or arrange for another contractor to do so. CONTRACTOR
shall not remove its equipment and temporary Works from the Project Site, unless OWNER has decided not to
use the same. In the latter case, CONTRACTOR shall remove its equipment and temporary Works within (15)
days from receipt of the notice from OWNER. OWNER may withhold any amount owing to CONTRACTOR at
the time of termination, for services already rendered and/or materials/equipment delivered and taken over by it
until the following shall have been ascertained:

16.2.1 The extra cost of completing unfinished Works and/or remedying defects, if any, in
CONTRACTOR's Works, and

16.2.2 Any liquidated damages for delay which have accrued prior to termination.

16.2.3 After deducting such cost and damages, OWNER shall release to and pay CONTRACTOR the
balance from the amount withheld.

16.3 OWNER shall have the right to approve or disapprove the materials and workmanship of CONTRACTOR
and require that only those materials conforming to the specifications and equipment complying with the
required standards of quality as detailed in the specifications are employed and used in the Works. Towards
this end, CONTRACTOR is obliged to furnish OWNER upon request, samples of materials for examination and
testing for review and approval.

16.4 OWNER shall have the right to inspect the Works to ensure that the same is being done in accordance
with the Contract Documents as well as to confirm the percentage of completion claimed by CONTRACTOR in
its billing. Works that will be covered shall be first presented to OWNER for inspection and Works covered
without such inspection may be ordered uncovered at CONTRACTOR's expense. Works that do not comply
with the Contract Documents shall be condemned and ordered re-done. If, before Final Acceptance, OWNER
has reason to believe that the Works were not done in accordance with the Contract Documents, it may order
these removed or torn down, even if said Works had already passed inspection. Should the inspection show
that the Works were not properly done, CONTRACTOR shall shoulder the cost of removal and reconstruction. If
appropriate, CONTRACTOR shall be granted an extension of the Completion Period. No such payment or
extension shall be allowed if the Works were covered without the required notice, presentation to, and
inspection by OWNER.

16.5 OWNER shall be indemnified by CONTRACTOR for any and all losses, claims, demands, suits, actions,
recoveries, and judgment of every nature and description brought or recovered against OWNER to the extent
that they arise from the execution of the Works by CONTRACTOR or by reason of any act or omission of
CONTRACTOR, its agents, or employees. CONTRACTOR's liability thereon shall survive the termination of this
Contract.

16.6 OWNER, motu propio or upon the request of CONTRACTOR, may order the suspension or discontinuation
of the execution of the Works due to problems encountered, whatever may be the cause. In such a case, the
CONTRACTOR shall be entitled to due compensation for Works actually accomplished to the satisfaction of the
Technical OWNER up to the time that the Contract is rescinded, terminated, or cancelled. Upon payment of due

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compensation to CONTRACTOR and OWNER shall be released from all further obligations to CONTRACTOR
under this Contract.

16.7 After the termination of this Contract, OWNER may decide to resume the construction of the Project.
OWNER may choose to either negotiate with CONTRACTOR under an amended or new contract, or to tender
out the execution of the Works, in which case CONTRACTOR may be allowed to participate in the process, at
the option of the OWNER.

SECTION 17: OWNER-SUPPLIED MATERIALS

17.1 In the event that OWNER shall provide or supply any materials which may be used in the construction of
the Project, the corresponding cost component of the said materials as contained in the Cost Breakdown
(section 2.1.2 (e)) including the corresponding VAT, shall be deducted from the Contract Price. However, the
Parties agree that the quality standards of such materials shall be subject to the approval of CONTRACTOR.

SECTION 18: COMPLETION AND FINAL ACCEPTANCE

18.1 When the Works under this Contract are completed to at least ninety eight percent [98%], CONTRACTOR
shall notify OWNER in writing and request for a final inspection.

18.2 Representatives of OWNER and CONTRACTOR, together with the Technical OWNER, shall conduct a
joint inspection of the Project within five (5) days from the request for final inspection, unless the parties hereto
mutually agree on a later date. The parties shall conclude the joint inspection within thirty (30) calendar days
from its commencement unless the parties should mutually decide to extend the same.

18.3 If the Works are found defective, however, OWNER shall notify CONTRACTOR of the defects by issuing
written notice thereof. Upon the correction of the items contained in the notice, CONTRACTOR shall again
inform OWNER of its completion and request for another joint inspection within five (5) calendar days from
receipt of the said request.

18.4 If the Works are eventually found to have been satisfactorily done, OWNER shall, within fifteen (15)
calendar days from the conclusion of the inspection or re-inspection, issue the Certificate of Completion and
Final Acceptance and release the payment for the last billing of the Contract Price as well as the balance of the
retention upon the submission of the following:

18.4.1 Sworn Affidavit and Undertaking signed by CONTRACTOR's authorized representatives that all
taxes, obligations on materials used and installed, and wages and benefits of workers employed in
connection with this Contract have been fully paid and that CONTRACTOR shall render OWNER, its
stockholders, trustees, officers, employees, assigns and successors, free and harmless from any
possible claims;

18.4.2 Guarantee Bond as stated in Sections 1, 6 and 13.

18.4.3 One (1) set of original Mylar copy and five (5) sets of blue print, and one (1) Autocad File in
compact disc of the "As-Built" Plans and Drawings of the Works;

18.4.4 Operating manuals, product warranty documents, maintenance Contracts, etc. for all equipment
and materials supplied or installed in the Works.

18.4.5 Certificate of Final Building Occupancy, if applicable, unless such certificate cannot be obtained
through no fault of CONTRACTOR;

18.4.6 Certificate of Final Inspection of electrical, telephone, sanitary, mechanical, water, gas, safety,
and other utilities, unless such certificate cannot be obtained without the fault of CONTRACTOR; and

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18.5 The acceptance by CONTRACTOR of final payment from OWNER shall constitute waiver of all its claims
against OWNER, except the following:

18.5.1 A claim covered by prior notice to OWNER and reserved by CONTRACTOR to be filed in
accordance with this Contract;

18.5.2 A claim pending at the time the request for final payment is made and which remains unresolved
by the parties;

18.5.3 A dispute referred to arbitration under Section 19 and;

18.5.4 A claim acknowledged by OWNER as not covered by the final payment.

SECTION 19: DISPUTE SETTLEMENT/ARBITRATION

19.1 Should disputes, controversies, or differences between the parties arise in connection with this Contract,
the parties shall, as far as practicable, settle the same amicably. Within five (5) days from written notice ("Initial
Written Notice") from one party that a dispute or controversy needs to be settled, the parties shall arrange for
their respective representatives to meet not later than ten (10) calendar days from the Initial Written Notice.
During said meeting or meetings, the parties shall, in good faith, endeavor to reach a settlement mutually
acceptable. Should the parties fail to settle their dispute/s under this mode within thirty (30) days from date of
the first meeting, or such period as may be agreed upon, the parties shall proceed in accordance with the
following section.

19.2 Matters concerning disputes, controversies, or differences between the parties arising out of this Contract
that are not resolved to their mutual satisfaction pursuant to the immediately preceding section, shall be
submitted to a tribunal of three (3) Arbitrators in accordance with the arbitration rules of the Construction
Industry Arbitration Commission. OWNER and CONTRACTOR shall be entitled to appoint one (1) arbitrator
each and the two arbitrators shall agree upon the third arbitrator, who shall be the chairman of the tribunal.
Expenses and other fees for arbitration shall be shouldered by the party held liable therefor by the Arbitration
Tribunal or, in the absence of such determination, equally among the parties. Any pending issue submitted for
arbitration, except on any of the grounds provided under Section 15.1 (a) and (b), shall not be considered as
basis for CONTRACTOR to suspend work or ask for extension of the Completion Period.

SECTION 20: TERMINATION

20.1 OWNER shall have the right to rescind, terminate, or cancel this Contract, without need of judicial action,
in case any one of the events of default under Section 16.2 occurs, and CONTRACTOR fails to remedy or cure
such default to the satisfaction of OWNER, within five (5) days from receipt of written notice from OWNER of
such default, except for grounds f and g of Section 16.2.

20.2 The remedy herein granted is without prejudice to the right of such party to avail of the remedies to which it
is entitled elsewhere in this Contract.

SECTION 21: MISCELLANEOUS PROVISIONS

21.1 CONTRACTOR shall strictly comply with all the laws, ordinances, policies, guidelines, rules and
regulations now existing or hereafter enacted or promulgated by the Government, including all its agencies and
instrumentalities, whether national or local in connection with its business and its execution of the Works. All
such applicable laws, ordinances, policies, guidelines, and rules and regulations shall be read into and made
integral parts of this Contract.

21.2 The failure of any party to this Contract to insist upon a strict performance or compliance of any of the
terms, conditions, and covenants hereof shall not be deemed a relinquishment or waiver of any right or remedy

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that such party may have, nor shall it be construed as a waiver against any subsequent breach or default of the
terms, conditions, or covenants herein contained. Unless otherwise provided herein, no waiver of any right by
either party shall be deemed to have been made unless expressed in writing and signed by all the parties.

21.3 The invalidation of any of the terms, conditions, stipulations, covenants, or restrictions, or any part hereof
by a final judgment of a court of competent jurisdiction shall not affect the other provisions of this Contract. If
necessary for the full implementation of this Contract and the Contract Documents, the parties shall promptly
negotiate in good faith for alternate provisions to replace any provision that has been declared invalid by a
competent court.

21.4 CONTRACTOR shall not assign, sublet, or subcontract any portion of the Works or of the Project covered
by this Contract, except upon prior written approval by OWNER. Any such assignment, sublease or
subcontracting shall be subject to the pertinent provisions of this Contract. Violation of this provision shall
constitute a material breach of this Contract. Notwithstanding written approval by the Technical OWNER to the
subletting or subcontracting, CONTRACTOR shall not be relieved of any of its responsibilities and obligations
under this Contract. Consent to any subcontracting shall not be deemed given until after CONTRACTOR has
submitted satisfactory proof to the Technical OWNER that the subcontractor has ample insurance to cover the
Works. CONTRACTOR shall hold OWNER free and harmless from any and all damages and expenses arising
from such subcontracting and/or assignment.

21.5 CONTRACTOR hereby warrants and undertakes that it has complied and will comply with any and all the
relevant labor laws, policies, guidelines, and rules and regulations, including the mandatory employee benefits
coverage and the safety provisions, required under relevant labor and social welfare legislations.

21.6 Workmen employed and/or contracted by CONTRACTOR to undertake the Works shall be the employees
and exclusive responsibility of CONTRACTOR. CONTRACTOR hereby holds OWNER free and harmless from
any and all liability which may be incurred as result of the employer-employee relationship of CONTRACTOR
with its workmen. CONTRACTOR shall be liable for any claim or damage resulting from accidents, injuries,
sickness, or death that its employees may suffer while performing their duties.

21.7 This Contract shall be binding upon and shall be enforceable against OWNER and CONTRACTOR and
their respective successors and assigns; provided, however, that CONTRACTOR shall not have the right to
transfer or assign any and all of its rights or obligations herein without the prior written consent of OWNER.

21.8 Nothing in this Contract, express or implied, is intended or shall be construed to confer upon or give to
third parties any right, remedy, or claim. All the covenants, stipulations, promises and Contracts herein
contained are and shall be for the sole and exclusive benefit of the parties and their successors and assigns.

21.9 This Contract constitutes the entire Contract of the parties regarding the Works. Any amendment,
alteration or modification of this Contract shall not be valid and binding unless and until reduced into writing and
signed by the parties hereto.

21.10 In case of any legal action or proceeding arising out of or connected with this Contract, venue shall be the
proper court of the City of Mandaluyong, Philippines.

21.11 In case of any legal action or proceeding arising out of or connected with this Contract, the aggrieved
party, in addition to any award granted by the Court or Arbitral Tribunal, shall be entitled to recover attorney's
fees, in an amount equivalent to 10% of all amounts recovered but not less than Fifty Thousand Pesos; and
expenses and costs of suit, all with interest at the legal rate and computed from the time the suit was
commenced until fully paid.

21.12 Nothing in this Contract will be deemed to constitute a partnership or joint venture between the parties
and, except as otherwise expressly provided herein, no provision of this Contract will constitute any party as the
legal representative or agent of the others, nor will any party have the right or authority to assume, create or

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incur any liability or any obligation of any kind, express or implied, against, or in the name of, or on behalf of the
other parties. No entity employed by a party for the performance of its obligations under this Contract shall be
deemed to be an employee of the other parties. Except as provided in this Contract, each Party shall be
responsible for the payment of all fees, salaries, employment benefits, etc. with respect to all entities who are
engaged by it for the performance of any obligations under this Contract and such entity will not be entitled to
any salary benefit or any other claim whatsoever from or against any of the other parties. Each party will
indemnify the other for any such claims made by any such entity to or against the other party.

21.13 This Contract shall be in full force and effect until validly terminated by any party in the manner herein
provided or upon completion of the Project.

SECTION 22: SUPPLETORY USE OF CONTRACT DOCUMENT

22.1 The Contract Documents shall be suppletory to this Contract. Any and all deficiencies in the provisions of
this Contract intended to be covered hereby or otherwise connected with or related to the Project, but not
expressly covered by the provisions of this Contract, shall be supplied by the Contract Documents.

SECTION 23: FURTHER ASSURANCES

23.1 Each Party shall use reasonable efforts to implement the provisions of and to administer this Contract in
accordance with the intent of the Parties to minimize the impact of all taxes and charges, so long as neither
Party is materially adversely affected by such efforts and provided the same is not contrary to law.

SECTION 24: CONFIDENTIALITY

24.1 The Parties hereby agree that the system and technology to be used in the construction of the structural
shell under this Contract exclusively belong to OWNER and CONTRACTOR hereby undertakes that any
information or data gathered by it relative to such system and technology shall not be used by CONTRACTOR
in any of its construction projects other than the Project subject of this Contract without the consent and written
permission of OWNER.

SECTION 25: NOTICE

25.1 "Except as otherwise provided herein, any notice or demand authorized by this Contract to be given to
OWNER or the Technical OWNER shall be in writing and shall be given by hand delivery, by courier, by
facsimile transmission, or by mail (registered or certified mail, with postage prepaid and return receipt
requested) at their respective addresses mentioned herein or at such address designated by them
subsequently in writing. Any such notice or demand shall be deemed given upon delivery if delivered by hand.
Delivery by courier, by facsimile, or by registered mail with acknowledgement of receipt as evidence of delivery
and in the latter case shall be deemed received on the date shown on such acknowledgment receipt.

If to OWNER: The President

PHINMA Properties Center

No. 29 EDSA Mandaluyong City

Fax: 5353462

Email:[email protected]

If to the CONTRACTOR: To the authorized representative of the CONTRACTOR at the address and contact
details, as provided for in Section 1.

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IN WITNESS WHEREOF, the parties have signed and executed this Contract on the date and at the place first
above-mentioned.

PHINMA PROPERTY HOLDINGS CORP.

By:
Name ERNESTO C. PAREDES
Position AVP - OPERATIONS

Representative

By:

AMELITO FLOWER GARDEN

Name AMELITO S. DANGA

Position Proprietor

SIGNED IN THE PRESENCE OF:

Donna Marie Masagca__________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

______________________________ ) SS

BEFORE ME, a Notary Public for and in the ¬_____________, at the date and place above stated personally
appeared the following and presented their respective competent evidence of identity;

Name Government Issued ID

ERNESTO C. PAREDES__________

in his capacity as AVP - OPERATIONS of PHINMA Property Holdings Corp.

AMELITO S. DANGA__________

in his capacity as Proprietor of AMELITO FLOWER GARDEN

Known to me to be the same persons who executed the foregoing instrument and they acknowledged to me
that the same is their free and voluntary act and deed as well as the free and voluntary act and deed of the
juridical entities they respectively represent.

WITNESS MY HAND AND NOTARIAL SEAL. NOTARY PUBLIC

Doc. No. ____;
Page No. ____;
Book No. ____;
Series of _____.

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Annex "A"

DATA COLLECTION

1.1 Each Party agrees and consents that the other Party may collect, receive, have access to, record, organize, store,
consult, use or handle the other Party's or its officers', directors', personnel's, employees', or representatives' Personal
Information ("Personal Information") which have been provided to the other Party by or at the Party's direction, or to which
access was provided to the other Party by or at the Party's direction, in connection with the or in the course of performing
all obligations under this Agreement, including, without limitation, the use of the each Party's electronic portal, customer
accreditation and credit assessment processes, or payment facilities.

1.2 Each Party agrees and consents that the other Party may collect, receive, have access to, record, organize store, consult,
use, handle, process, transmit and file the other Party's Personal Information, in paper or electronic form, manually or thru
an automated system, in order to evaluate and determine the other Party's qualification and accreditation; to confirm,
maintain or update the each Party's customer records; for customer relationship management and marketing purposes; for
statistical analysis and internal reporting; for audit purposes; for identification or verification purposes; to communicate or
contact the other Party; to collect any payment; as required under applicable law or regulation or by any decision or order
of any court or government agency.

1.3 Each Party agrees and consents that the other Party may disclose the other Party's Personal Information to:
1. any collection agency, payment center, bank or similar service providers to facilitate the payment of services
provided by a Party, for account receivables discounting and assignment, for debt tracing or collection, or for
fraud prevention;
2. any consultant, adviser or auditor of the other Party performing services in connection with the other Party's
account or who has been engaged by the Party in connection with its operations;
3. any person to whom a Party proposes to assign or transfer any of its rights and/or duties under this Agreement;
4. any guarantor or person providing security in relation to the other Party's obligations under this Agreement;
5. any affiliate, subsidiary, or associated company of each Party in connection with the provision of their respective
product(s) or in connection with any of the purposes set out in this Agreement;
6. where a Party has reason to believe that disclosing the other Party's Personal Information is necessary for
establishing a legal claim or defense, including to obtain legal advice, to exercise the rights of a Party or those of
its affiliates or subsidiaries or to institute any legal action, whether under this Agreement or against any third
party; or
7. any person as required or permitted by law, rule or regulation or by any decision or order of any court or
government agency.
1.4 A Party may, from time to time, use aggregate non-identifying information about its customers, including the other
Party to enable it to operate effectively or to improve its operations and processes.

1.5 The other Party acknowledges that the other Party's Personal Information shall be stored for such term as may be
relevant to the purpose for which it was collected and processed and for as long as required by applicable law.

1.6 "Personal Information" as used herein means information: (i) from which the other Party's or its officers', directors',
personnel's, employees', or representatives' identity is apparent or can be reasonably and directly ascertained; or (ii) when
put together with other information, would directly identify the other Party or its officers', directors', personnel's,
employees', or representatives'. "Personal Information" includes information (i) pertaining to the other Party's or its
officers', directors', personnel's, employees', or representatives' race, ethnic origin, marital status, age, color, and religious,
philosophical or political affiliations; (ii) pertaining to the other Party's or its officers', directors', personnel's, employees',
or representatives' health, education, genetic or sexual life, or to any proceedings in court; (iii) issued by government
agencies peculiar to the other Party, e.g., social security numbers and health records; or (iv) is specifically established by
an executive order or an act of Congress to be kept classified.

Proprietary and Confidential

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