CONTRACT AGREEMENT
FOR THE CONSTRUCTION OF THE PROPOSED
ELEVATED COLD STORAGE
Located at
BIAK NA BATO, QUEZON CITY
FOR
RAINPHIL, INC.
23rd Floor, Burgundy Corporate Tower, 252 Sen. Gil J. Puyat Avenue, Makati City
CONSTRUCTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Contract, made and entered into this 01st March 2019 by and between:
____________________. a corporation organized and existing
under and by virtue of the laws of the Philippines, with
principal office address at
___________________________________, Makati City,
Philippines, duly represented herein by its President,
__________________________ hereinafter to as the
“OWNER,”
- and -
JCO CONST., CORP a corporation duly organized and
existing under by virtue of the laws of the Philippines, with
principal office address at # 531 Champagnat St., Concepcion,
Marikina City, Philippines, duly represented herein by its
President/C.E.O., ENGR JOSEPH C. ORIA hereinafter
referred to as the “CONTRACTOR.“
WITNESSETH: That -
WHEREAS, the OWNER desires to construct the Proposed Elevated Cold Storage with
Support Facilities, hereinafter referred to as the “PROJECT”;
WHEREAS, the CONTRACTOR has presented itself as fully qualified and competent to
undertake the works hereto defined in Article 1;
WHEREAS, the CONTRACTOR has expressed willingness to undertake and successfully
complete the works to the satisfaction of the OWNER.
NOW, THEREFORE, for and in consideration of the above premises and the covenants
hereinafter stipulated the parties hereto hereby agree as follows:
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ARTICLE I
SCOPE OF WORKS
1.1 The CONTRACTOR shall furnish all materials, tools, equipment, apparatus, appliances,
accessories, transportation, labor and supervision required for the complete installation,
testing and commissioning needed for the Construction of Three Storey Office with
Warehouse and Roof deck`, all in strict compliance with the terms and conditions of this
Agreement.
Specific work scope shall be as outlined in the Architect’s (__________Architectural
Services) Specifications, Notice of Award and Bill of Quantities.
ARTICLE II
THE CONTRACT DOCUMENTS
2.1 The following documents which are respectively marked as annexes hereto and
made an integral part hereof shall, except as modified by mutual agreement of the
parties, form part of this Agreement.
Annex 1. Construction Drawings and Technical Specifications as prepared by
the DesignerArchitect, ____________ Architectural Services.
Annex 2 Bid Documents as prepared by ____________.
Annex 3 Contractor’s Tender Documents including the following:
a. Authority of the signing official
b. Bid schedule with detailed cost estimate
d. Construction schedule, S-curve and construction methodology
e. Project organizational chart
f. Manpower schedule
h. Cash flow by quarter and payments schedule
i. Affidavit of site inspection
Annex 4 Performance SecurityBond
Annex 5 Notice of Contract Award and Contractor’s “Conforme” Thereto
ARTICLE III
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CONTRACT PRICE
3.1 As consideration for the full and faithful performance and accomplishment of all the
obligations specified in Article I above, which the CONTRACTOR agrees to
undertake, perform and accomplish under this Contract, the OWNER shall pay the
CONTRACTOR the total contract price of THIRTY NINE MILLION AND THREE
HUNDRED THOUSAND PESOS ONLY (P 50,300,000. 00) Inclusive of VAT
and EWT.
ARTICLE IV
TERMS OF PAYMENT
4.1 Down Payment: Within fifteen (105) days from the date of signing of this
Agreement and subject to the proper endorsement by the Project Manager to the
OWNER of the request of the CONTRACTOR for Down payment, the OWNER
shall advance to the CONTRACTOR, in accordance with terms and conditions of
the Contract Documents, the amount of Eleven Ten Million, Seven Hundred
Ninety Sixty Thousand Pesos (P105,0690,000.00), which is equivalent to twenty
percent (320%) of the Contract Price, to cover ,the CONTRACTOR’s mobilization
expenses. This down payment shall be repaid by the CONTRACTOR from
deductions in each monthly progress billings in the manner prescribed in the
Contract Documents.
4.2 Monthly Progress Billings: Payments for monthly progress billings submitted by the
CONTRACTOR to the OWNER shall be based upon the estimated work
satisfactorily completed by the CONTRACTOR as certified by the Project Manager.
Upon submission of such monthly billings, the following shall be deducted: (a) the
corresponding amount to effect repayment of the down payment; (b) ten percent
(10%) retention money as herein provided; (c) money(ies) paid by the OWNER to
settle unpaid valid third party claims against the CONTRACTOR, or, other
obligations of the CONTRACTOR arising from the Contract, if any; and (d) such
other deductions prescribed by existing laws in the manner set forth under such
relevant existing laws. Payments to the CONTRACTOR shall be made by the
OWNER upon proper endorsement to the OWNER of such monthly progress
billings by the Project Manager.
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4.3 Final Payment: Final payment to the CONTRACTOR shall be made after
endorsement and certification of the Project Manager and the Architect that all
works are completed in accordance with this Contract and constructions, and upon
issuance of a Certificate of Acceptance of the work by the OWNER. Before
endorsement and certification of the Project Manager, the Contractor shall submit
the following:
1. Five (5) sets of signed and sealed As-Built drawings in blue print,
2. One (1) set of reproducible copy; and
3. One (1) set of electronic files of the total scope of works and a sworn
statement attesting that all obligations of the CONTRACTOR for labor and
materials under the Contract have been fully paid.
Nothing herein contained shall be construed as a waiver of the right of the OWNER
which is hereby reserved; to reject the whole or any portion of the work should the
same be found to have been constructed in violation of the plans and specifications
or any conditions or covenants of this Contract.
4.4 Retention Money: The amount equivalent to ten percent (10%) of each progress
payment shall be retained by the OWNER until the works have been completed, as
stipulated in the General Conditions of Contract.
The total retention money shall be due for release upon the issuance of the
Certificate of Acceptance of the contract work by the OWNER and upon submission
of the guarantee bond in favor of the OWNER procured through a bonding company
acceptable to the OWNER. OWNER reserves the right to refuse any bond not issued
by a reputable company.
4.5 Price Escalation: There will be no adjustment of the contract price due to escalation
prices of materials and equipment.per
ARTICLE V
COMMENCEMENT AND COMPLETION OF WORK
5.1 The CONTRACTOR may commence execution of the Project within Five (5) calendar
days upon signing of the Construction Contract and receipt of initial down payment
from the Owner at CONTRACTOR RISK, any risk arisinge from starting without
the necessary building permits shall be at CONTRACTOR sole responsibility. Any
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penalty that may be assessed to the OWNER shall be borne by the CONTRACTOR.
Completion and “turned-over” the Project within 240 Calendar Days starting from
10 days upon the release of down payment. and building permits.
ARTICLE VI
LIQUIDATED DAMAGES
6.1 It is understood and agreed that time is of the essence. In the event that the
Contractor refuses or fails to complete that work within the time herein specified,
including extensions of time, if any, that may be granted by the OWNER, the
OWNER, through the Project Manager, is hereby authorized to deduct the amount of
liquidated damages in accordance with the General Conditions of this Contract, from
any amount due or which may become due to the Contractor, or to collect or charge
such liquidated damages from both the amount due to the Contractor and the
Retention Money or other securities filed by the Contractor whichever is convenient
and expeditious to the Owner. However, no liquidated damages shall be charged
when the delay in completion of the work is due to any causes directly attributable to
the Owner or due to force majeure.
6.2 The amount of liquidated damages to be paid by the Contractor shall be equivalent
to 1% of 10% of the Contract Price for every day of delay, or in accordance with the
formula set forth in the General Conditions of Contract Documents for each
calendar day of delay until the work is completed and accepted by the Owner.
ARTICLE VII
CHANGE ORDER AND/OR ADDITIONAL WORK
7.1 The OWNER may, at any time, by a written order, make changes in the schedule
and work required under this Agreement. If any such change causes an increase or
decrease in the work or the time required for performing the work, an equitable
adjustment shall be made in the contract price and completion date upon mutual
agreement of the parties reflecting such adjustments by way of a written variation
order. The CONTRACT does not have any right or authority to make any change in
the schedule or work unless the same is with the written authority of the OWNER.
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7.2 Should the Owner find it necessary to have any additional work carried out for
purposes of the Project in addition to the contracted work; such additional work will
be carried out immediately by the CONTRACTOR upon receiving written
instructions from the OWNER. Adjustments in terms of additional costs or
completion date or both, will be reflected by written extra work order or
supplemental contract.
ARTICLE VIII
CONTRACTOR’S LIABILITIES
8.1 It is hereby agreed and understood that no employer-employee relationship exists
between the OWNER and the CONTRACTOR, and all laborers, workers,
employees and staff of the CONTRACTOR are not in any way connected with the
OWNER; and that there exists no employer-employee relationship between the
OWNER and the said laborers, employees and staff of the CONTRACTOR.
8.2 The CONTRACTOR binds itself to protect and hold immune and indemnify the
OWNER from any suit or liability resulting from claims of any nature, whether for
death, injuries or damages that may be suffered by CONTRACTOR workers and/or
by third parties, arising from or in connection with the performance of the work. The
CONTRACTOR shall at all times stand solely liable and/or responsible for
compliance with all existing laws, rules and regulations, and the CONTRACTOR
agrees and binds itself to save and hold the OWNER harmless from any all liabilities
in respect thereto or arising therefrom.
8.3 It is understood that the Contractor is willing to take the responsibility to start the
works while necessary permits & licenses were on process. However, in any
instances that the works shall be suspended or impeded by authorities due to
lack/absence of any government permits and licenses, the schedule shall be adjusted
accordingly from the suspension up to resumption of work. The Contractor and
Owner will exert all effort and work together to comply the necessary requirements
to lift any suspension order.
ARTICLE IX
BONDS AND INSURANCES
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9.1 Upon the signing of this Agreement, the CONTRACTOR shall submit the
following:
a. Performance Bond in the amount equivalent to ten percent (20%) of the total
contract price or the amount of SEVEN TEN MILLION & EIGT
HUNDRED SIXTY THOUSAND PESOS (P 710,0860,000.00). This shall
not be construed as the limit of liability that may be caused by the
CONTRACTOR against the OWNER.
b. Contractor’s All- Risk Insurance (CARI) in the amount equivalent to one
hundred percent (100%) of the total contract price or the amount of THIRTY
FIFTY NINE MILLION AND THREE HUNDRED TOUSAND PESOS
ONLY (P 5039,300,000. 00) and would cover the whole project duration as
agreed upon until completion thereof.
9.2 Such bonds and insurances shall be procured from one of the TOP 10 reputatble
bonding/insurance company acceptable to the OWNER. Owner reserves the right
to refuse the bond if the same is not issued by a reputable company.
ARTICLE X
WARRANTY
10.1 Within five (5) days from the issuance of the Certificate of Final Inspection, the
CONTRACTOR shall submit a Guarantee Bond or Cash Bond equivalent to ten percent
(10%) of the Contract Price (including any increase in the Contract Price arising
from change or variation orders, if any) and within the period of one year from the
date of issuance of the Certificate of Inspection and Acceptance. Said guarantee
bond shall answer for any violation of warranties by the CONTRACTOR or for any
other claims for damages by the OWNER against the CONTRACTOR under this
Agreement which remain outstanding and unsatisfied. OWNER has the right to
refuse the bond not issued by a reputable company.
ARTICLE XI
RIGHTS OF THE OWNER
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11.1 The parties agree that certain rights shall be accorded to OWNER. These certain
rights include, but are not limited to, the right to inspect the project and discuss
matters about the contract work with the parties, and the right to approve the
Contract, payments to the Contractor, change orders or additional work,
supplemental contracts, time extension and work suspension, and resumption of
suspended work.
11.2 The parties agree that any breach of the provisions of this Agreement shall entitle
the OWNER to suspend funding of the project or otherwise withhold release of any
payments hereof, until such breach shall have been settled or remedied to the
OWNER’s satisfaction by either or both of the contracting parties.
ARTICLE XII
ACCEPTANCE OF WORK
12.1 No act of the OWNER or of any representative of OWNER superintending or
directing the work or any extension of time for the completion of the work shall be
regarded as an acceptance of such work or any part therein, either wholly or in part.
Acceptance shall be evidenced only by the Certificate of Acceptance issued by the
OWNER. Before any final payment will be allowed, the CONTRACTOR shall
execute an affidavit that it accepts the same as full payment and settlement of all
claims on account of work done and materials furnished under this agreement.
ARTICLE XIII
NON-WAIVER
13.1 No inspection made by the OWNER or any of his representatives; nor any order by
the OWNER for the payment of money; nor the payment after acceptance of the
whole or part of the works; nor any extension of the contract time granted by
OWNER; nor any possession taken by OWNER or its employees or representatives
shall be construed to operate as a waiver by the OWNER of any provisions of this
Agreement, or any right for damages or any other right of action reserved to the
OWNER for any breach of Agreement. This right of action shall be in addition to
other remedies granted to the OWNER under existing laws for breach of this
Agreement.
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ARTICLE XIV
GENERAL PROVISIONS
14.1 SUPPLEMENTARY USE OF CONTRACT DOCUMENTS - The Contract
Documents shall be supplementary to this Contract. In case of conflict between the
Bid Documents and the Contract, the latter shall control and prevail. Any and all
deficiencies in the provisions of this Contract intended to be covered hereby or
otherwise connected with or related to the Project covered hereby, but not expressly
covered by the provisions of this Contract shall be supplied by the pertinent
provisions of the General Conditions and shall be binding for purposes of this
Contract.
14.2 COMPLIANCE WITH LAWS, ORDINANCES, ETC. - The CONTRACTOR shall
comply with all the laws, ordinances and regulations of both the national, local
government and also private organizations having jurisdiction over the project,
applicable to or binding upon the parties hereto, the works covered by this
Agreement, or the persons engaged in the performance and accomplishment of the
works covered by this Agreement and shall be totally responsible for all damages
either to the OWNER or to the government, national or local, for the non-observance
of such laws, ordinances and regulations.
14.3 MODIFICATION - No modification, including transfer or assignment or
subcontracting of any right or obligation under the terms of this Agreement, shall be
valid unless mutually agreed upon in writing by the parties herein.
14.4 VALIDITY CLAUSE - If any term or condition of this Agreement is held invalid or
contrary to law, the validity of the other terms and conditions hereof shall not be
affected thereby and shall continue to be in full force and effect.
14.5 AUDIT AND RECORDS - The OWNER or their duly authorized representatives,
shall have the right to examine the books and records of the CONTRACTOR to
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ensure that the funds have been spent in accordance with the Contract Agreement for
the duration of the Contract.
14.6 BREACH - A material breach by the CONTRACTOR of any warranty,
representation or covenant herein made entitles the OWNER, at his option, to
rescind terminate the Agreement upon written notice to this effect to the
CONTRACTOR. This is without prejudice to other any claims or remedies that may
available to the OWNER against the CONTRACTOR.
ARTICLE XV
TERMINATION OF AGREEMENT
15.1 Termination, by the OWNER or by the CONTRACTOR or mutual termination shall
be based on the guidelines of the General Conditions over and above the said
conditions; the OWNER has the right to terminate the contract under the following
grounds:
a. Negative 25% slippage based on the approved Construction Schedule.
b. In no case that the delay in the completion of the work exceed a time
duration equivalent to twenty percent (25%) of the specified contract time
plus including any time extension duly granted to the CONTRACTOR, the
OWNER may forfeit the CONTRACTOR’s performance security bond and
takeover the prosecution of the project or award the same to a qualified
contractorthrough negotiated contract.
c. The CONTRACTOR shall promptly notify the OWNER in writing of any
situations or occurrence beyond its reasonable control which makes it
impossible to carry out the obligations under this agreement. Upon the
confirmation in writing by the OWNER of the existence of any such event or
upon its failure to respond to such notice within ten (10) days from receipt
thereof, the CONTRACTOR shall be relieved from all liabilities for failure to
carry out such obligations and it may thereupon terminate the Agreement by
giving not less than 30 days written notice to the OWNER, provided that this
termination by the CONTRACTOR shall not be construed as a waiver to any
liability suffered by the OWNER as a consequence of CONTRACTOR’s
termination of this Contract. .
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d. Upon receipt of either party of notice of termination of this Agreement, the
CONTRACTOR shall take immediate steps to bring the services to a close,
in a prompt and orderly manner, and to reduce the expenditures to a
minimum.
ARTICLE XVI
SUITS AND OTHER CONDITIONS
16.1 In the event a case shall be instituted by either of the Parties for the enforcement of
the terms and conditions of this Agreement, it is agreed that the venue of action shall
be in the courts of the City of Quezon, and the aggrieved party shall be entitled to
damages, attorney’s fees and cost of litigation in an amount to be adjusted by the
court.
16.2 This AGREEMENT sets forth the entire agreement and understanding between the
OWNER and supersedes all negotiations, commitments and writings prior to date of
this Agreement pertaining to the subject matter thereof.
ARTICLE XVII
EFFECTIVITY AND VALIDITY
17.1 This Agreement shall take effect upon date of receipt by the CONTRACTOR of
Notice to of Award from the OWNER. The CONTRACT shall remain in force for a
period of Fourteen (14) calendar days from the date of receipt by the
CONTRACTOR of the Notice to Proceed.
17.2 All notices called for by the terms of this CONTRACT shall be effective only at the
time of receipt thereof and only when received by the parties to whom they are
addressed at the following addressed:
Notice to the OWNER:
______________________________________
Notice to the CONTRACTOR:
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JCO CONST., CORP
# 531 Champagnat St., Concepcion, Marikina City, Philippines
17.3 This CONTRACT is executed and delivered in five (5) copies, each of which shall
be deemed an original.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this ____ day
of January 2019 at _________________________________________________________.
JCO CONST., CORP ________________________
(Contractor) (Owner)
By: By:
ENGR JOSEPH C. ORIA MR ___________________________
SIGNED IN THE PRESENCE OF:
________________________ _________________________
ACKNOWLEDGEMENT
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BEFORE ME, a Notary Public for and in ___________________________ on this
_________________ personally appeared:
NAME COMM. TAX. CERT. NO.DATE/ PLACE ISSUED
RAINPHIL, INC. _____________ ______________
MR JAIME L. ANGELES _____________ ______________
JCO CONST., CORP ____________ ______________
ENGR JOSEPH C. ORIA ______________ _______________
known to me to be the same persons who have executed the foregoing instrument including
the annexes and acknowledged to me that the same is their free and voluntary act and deed
as well as that of the entities herein represented.
WITNESS MY HAND AND SEAL at ___________________, this _______________.
NOTARY PUBLIC
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Series of 2019
