CONSTRUCTION CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This Construction Contract ("Contract") is made and entered into by

and between:

AGRICULTURAL INFRASTRUCTURE AND LEASING CORP., a

corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines with business address in 1
Saint Vincent Village, Bical Norte, Bayambang, Pangasinan, and
herein represented herein by its Chairman and President, CEZAR T.
QUIAMBAO, and hereafter referred to as "OWNER”;

-and-

RCPILAPIL CONSTRUCTION SERVICES, a corporation duly

organized and existing under and by virtue of the laws of the
Republic of the Philippines with principal place of business in KS19-
0607 Lancaster New City, General Trias, Cavite, represented herein
by its General Manager, RAMIL C. PILAPIL, hereafter referred to
as the "CONTRACTOR"

(The OWNER and CONTRACTOR may hereafter be referred to

individually as “PARTY” and collectively as the "PARTIES".)

WITNESSETH THAT:

WHEREAS, the OWNER is developing the BYB METRO PROJECT

located in Bayambang, Pangasinan (the "PROJECT SITE");

WHEREAS, the CONTRACTOR represents that it possesses the

necessary technical expertise, experience, manpower, and financial
resources as well as the management, supervisory capability, and
equipment for the CONSTRUCTION OF 12 EE & VARIOUS ROOM’S
RELATED CIVIL WORKS AT BYB METRO PROJECT, BAYAMBANG,
PANGASINAN (the "PROJECT"), in accordance with the plans,
specifications and scope of works as shown by the OWNER;

WHEREAS, the OWNER relying on the CONTRACTOR's

representations as to its expertise and qualifications accepts the offer of
the CONTRACTOR to undertake the construction and improvements of the
PROJECT under the terms and conditions under this Contract;

NOW, THEREFORE, for and in consideration of the foregoing

premises and the covenants hereinafter set forth, the PARTIES hereby bind
themselves and agree as follows:

ARTICLE I
CONTRACT DOCUMENTS

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1.1 The Contract Documents shall mean all the instruments, agreements,
information, proposals, and instructions submitted or issued to
prospective bidders, relating to the construction and implementation
of the PROJECT, and shall include this Contract and the following
documents which are hereto incorporated and made integral parts
hereof:

• Annex “A” – Project Proposal No. 2024-0800001

• Annex “B” – Key Plan and Design Drawings
• Annex “C” – Bill of Quantities (Labor Only, Materials
are Contractor’s Supply)
• Annex “D” – Notice to Proceed (NTP)

1.2 Other documents such as but not limited to Change Orders and
minutes of meetings of OWNER and CONTRACTOR, which hereafter
may be mutually agreed upon by and between the OWNER and
CONTRACTOR and signed by both, whether prepared before or after
the signing of the foregoing documents, shall likewise form part of
the Contract Documents.

1.3 Any reference to the Contract herein shall also include the Contract
Documents.

ARTICLE II
SCOPE OF WORK

2.1 The CONTRACTOR shall, in accordance with the provisions of this

Contract and Contract Documents, fully and faithfully furnish all
materials, labor, tools and equipment, supervision, and all other
facilities necessary to successfully perform, accomplish, and
complete without delay all the works necessary to complete the
PROJECT.

2.2 The PROJECT shall encompass all requisite works, including but not
limited to civil, architectural, structural, electrical, plumbing, and
painting works, as well as any other related tasks necessary to fulfill
the PROJECT's objectives.

2.3 The CONTRACTOR shall coordinate and monitor with the other
contractors designated for the excluded works to ensure the proper
and timely installation and completion of the CONTRACTOR'S works
and responsibilities under this contract

2.4 The CONTRACTOR shall not change or alter the plans and
specifications without the OWNER's prior written approval. A mere
act of tolerance by the OWNER shall not constitute or be deemed to
constitute approval.

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 ARTICLE III
CONTRACT PRICE

3.1 For and in consideration of the full, faithful, and complete

performance of the PROJECT under this Contract, and compliance by
the CONTRACTOR of all its obligations and undertakings herein, the
OWNER shall pay the CONTRACTOR as follows:

a. CONTRACT PRICE. The CONTRACTOR shall be paid the total

amount stated in the Quotation in Philippine Currency
amounting to THIRTY-THREE MILLION FOUR HUNDRED
PESOS AND ONLY (PHP 33,400,000.00).

b. Payment of the Contract Price shall be as follows:

i. DOWN PAYMENT – The amount of SIXTEEN MILLION

SEVEN HUNDRED THOUSAND PESOS
(Php 16,700,000.00) representing FIFTY PERCENT
(50%) of the CONTRACT PRICE payable upon issuance of
PO.

ii. PROGRESS PAYMENT – Payments shall be made in

installments based on the percentage of work completed,
as documented and verified in the Work Progress Report
and Timeline Schedule, which shall serve as the sole and
binding basis for all subsequent payments hereunder.

iii. RETENTION – THREE MILLION THREE HUNDRED

FORTY THOUSAND PESOS ONLY (P3,340,000.00)
representing TEN PERCENT (10%) of the Contract Price
to be claimed after One (1) year from the completion date.

c. The amount specified shall be inclusive of Expanded Value

Added Tax (EVAT), Withholding Tax (WH/T), and all required
legal taxes applicable to this contract, and shall not be subject
to escalation for whatever reason or cause within the duration
of the PROJECT'S completion. All costs and expenses over and
above the agreed Contract Price and materials supplied by the
Contractor cost guarantee shall be for the sole account of the
CONTRACTOR.

The List and Breakdown of guaranteed materials prepared and

submitted by the CONTRACTOR shall not be construed in any way as
limiting the liability of the CONTRACTOR; accordingly, any material,
consumables or supplies that may be necessary but are not included in
the list shall be for the account of the CONTRACTOR if the cost of the
same shall exceed the guaranteed material cost with the exception only
of the cost of those materials specifically excluded or separated as
owner-supplied materials as hereinafter.

3.2 The CONTRACTOR is responsible for payment of any and all applicable
taxes, duties, levies, and other government charges that may apply in

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 relation to this Agreement. If the CONTRACTOR is in default in
complying with the provisions of this Clause, the OWNER may withhold
from any payment due to the CONTRACTOR an amount sufficient to
cover such taxes, etc. The CONTRACTOR shall, if so requested by the
OWNER, shall submit all tax clearance certificates issued by the proper
authorities. The CONTRACTOR shall defend, indemnify, and hold
harmless the OWNER for any costs that the OWNER may incur in
relation to the CONTRACTOR's failure to meet any assessment or
penalty under any applicable tax legislation.

ARTICLE IV
CONTRACT PRICE ADJUSTMENT

4.1 The OWNER may, without invalidating this Contract, order at any
time, in writing, additional work or alterations by correcting,
altering, or deducting from the scope of work or the plans to be
undertaken by the CONTRACTOR. All such work shall be evidenced
by a written Variation Order signed by the OWNER or it's duly
authorized representative and shall be executed under the
conditions of this contract.

4.2 No claims of addition or deduction to the Contract Price herein

stipulated by reason of extra work or alteration shall be valid unless
ordered in writing by the OWNER. The value of any extra work or
alterations shall be separately agreed upon by the parties in writing.

4.3 Any value of Variation/Change Order approved, whether additive or

deductive, shall be considered as part of the Contract and
incorporated in the progress billings. The manner of payment for the
change orders shall follow the process as stated in Article V. The
value of Variation Order shall also be applied with Retention and all
applicable deductions as provided in this Contract.

ARTICLE V
MANNER OF PAYMENT AND RELEASE OF
RETENTION MONEY

5.1 After the issuance by OWNER of the PO, a down payment equivalent
to Fifty Percent (50%) of the Contract Price shall be released to the
CONTRACTOR. The release of such down payment shall, however, be
subject to the timely submittal by the CONTRACTOR of the Surety
bond and Guarantee bond under Article XIV Section 4 of this
Contract. The down payment is in the form of an advance payment for
the PROJECT and shall be repaid by the CONTRACTOR through a
proportionate deduction from the progress payments.

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 a. The progress billing shall include a report or statement of actual
job accomplishment, indicating the percentage of
accomplishment of the works undertaken by the CONTRACTOR
during the billing period. The report or statement must be
reasonably complete in detail. The percentage of accomplishment
shall be applied against the Contract Price and the scope of work
undertaken, to arrive at the value of the works accomplished by
the CONTRACTOR during the billing period. The aforesaid
billings shall be subject to deduction of any penalty, pro-rata
deduction of liquidation of any payment by the OWNER, and the
Retention.

b. The OWNER or its Representative shall evaluate and verify the

accomplishment of the CONTRACTOR and determine the amount
properly due to the latter. Should there be any deficiency in the
report/statement, the CONTRACTOR shall promptly rectify the
same.

c. The OWNER shall release to the CONTRACTOR payment on the

progress billing upon acceptance and approval by the OWNER of
the CONTRACTOR's accomplishment.

5.2 The OWNER shall pay the CONTRACTOR the balance of the Contract
Price through progress payments after the submission of a progress
billing by the CONTRACTOR.

5.3 The monthly progress payments to the CONTRACTOR shall be subject

to Ten Percent (10%) Retention and shall be retained by the OWNER
until the PROJECT has been fully completed and accepted. The final
amount of Retention shall be released from the issuance of the
Certificate of
Final Acceptance, as specified in Article XII and submission of the
Guarantee Bond.

ARTICLE VI
START AND COMPLETION OF PROJECT

6.1 The work stipulated in this Contract shall be started, performed, and
completed in accordance with the schedule provided herein.

6.2 Since time is of the essence in this Contract, the completion period
herein stipulated may be extended only for any of the following causes
not attributed to the fault, negligence, or omission of the
CONTRACTOR, namely:

a. Natural calamities resulting from destructive earthquakes,

unworkable site conditions due to continuous rains, strong
typhoons, prolonged floods, prolonged power and/or water
shortage of such extent and seriousness as to render it
impossible to continue work at the project site;

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 b. Acts of any governmental authority, domestic or foreign, which
has the coercive effect of law such as quarantines, embargoes,
and licensing controls or non-issuance or revocation of the
necessary permits and licenses provided the revocation of
permits and licenses is not due to the gross incompetence or
serious acts or omissions by the CONTRACTOR. If the
revocation is due to the fault of the CONTRACTOR, then the
CONTRACTOR shall be in default;

c. Acts that restrain or restrict construction activities such as war,

insurrection, and rebellion; and

d. Force Majeure and/ or fortuitous events.

6.3 In the event of the occurrence of the above-specified events, the

CONTRACTOR may request the OWNER for an extension of the
Period of Completion. This request for extension shall be filed and
submitted in writing by the CONTRACTOR within seven (7) calendar
days from the occurrence of any one or more events mentioned in the
preceding paragraph, the OWNER shall, within seven (7) calendar
days from receipt of such written request, with due regard to the facts
and circumstances and of the merits, thereof, as the case may be,
grant or deny the said request. Should the CONTRACTOR fail to
officially request an extension due to any events mentioned above
within seven (7) calendar days reckoned from its occurrence, such
shall not be given merit if claimed by the CONTRACTOR later as a
reason to justify any delay.

6.4 The CONTRACTOR shall, at all times, minimize any delay in

performing its obligations under the Contract regardless of the cause
of such delay. In no event shall the CONTRACTOR be entitled to any
claim for damages or additional costs and expenses for any
acceleration of the work for recovering delay to meet the
requirements of the Contract.

ARTICLE VII
CONSTRUCTION METHODOLOGY
7.1 The CONTRACTOR, upon signing of this Contract, shall, in addition to
standard construction monitoring plans, submit a chart indicating the
schedule of the work. The CONTRACTOR shall update and submit to
the OWNER a copy of this chart on a bi-monthly basis by indicating
the progress of works against the schedule by using a separate bar
and color for the actual accomplishment under the bar-schedule of
each item. The OWNER may request revisions in the format of the
chart to make the same conform to the requirements of the PROJECT.
Any updates or revisions to the chart shall be furnished to the
OWNER for evaluation and confirmation.

ARTICLE VIII

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 CONTRACTOR'S REPRESENTATIONS AND
WARRANTIES

8.1 The CONTRACTOR warrants that it has inspected the Project Site;
that it has been fully informed of the conditions which affect the
nature, extent and cost of the Work; that the OWNER shall in no way
be responsible for any costs or expenses which may develop on
account of the failure of the CONTRACTOR to make an accurate
examination of present and future factors that may affect the cost of
execution of the work.

8.2 The CONTRACTOR represents that the Contract Price has taken into
account the possible escalation in the costs of labor arising from any
cause, or the costs of CONTRACTOR provided materials, tools and
equipment, or the escalation of the foregoing costs by reason of any
delay in completing the works due to causes attributable, directly or
indirectly, to the national, provincial, city or municipal government, or
any agency, entity or official of the government, or any company or
person. The Contract Price shall remain a firm unalterable price
which shall not be subject to any increase for any cause or reason.

8.3 The CONTRACTOR warrants that it has sufficient operating capital to

perform and complete the Work without relying upon advances or
payments from the OWNER; that it has sufficient and adequate
equipment, tools and other materials that may be needed in the Work,
that it has the required knowledge, experience and professional
competence to undertake the Work; that it has experienced, skilled
and professionally equipped personnel to be assigned for this
purpose; that the materials to be used in the Project shall be the best
available or obtainable and shall conform to the specifications under
the Contract Documents; that the method or process it will follow
shall be the one that will best accomplish the desired results; that it
will provide workmanship which is first class; and that it will be able
to complete Work without any extension of the Contract Period.

8.4 The CONTRACTOR warrants that at least seventy percent (70%) of its
manpower personnel to be engaged for the Work shall be residents of
the Municipality of Bayambang, Pangasinan.

8.5 The CONTRACTOR warrants that: (a) it is a corporation duly

incorporated and registered with the Securities and Exchange
Commission; (b) its franchise to exist as such or to engage in business
has not been terminated, canceled or suspended; (c) it is not under
investigation by any competent governmental authority for the
purpose of terminating, canceling or suspending such franchise; (d)
its board of directors has approved this Contract; (e) the persons
signing for the CONTRACTOR has been fully empowered and
authorized to sign for this Contract and the other Contract
Documents; (f) all the obligations incurred by the CONTRACTOR
under the Contract Documents are legal and valid obligations
enforceable against it in accordance with its license; (g) the
performance by the CONTRACTOR of its obligations under the

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 Contract Documents will not violate any agreement binding upon it or
any of its property and will not violate its Articles of Incorporation and
By-Laws; (h) that it is not insolvent or in imminent danger of
insolvency; (i) there is no pending petition, action or proceeding,
whether judicial or extra judicial, seeking to declare the
CONTRACTOR insolvent or to suspend its payments to creditors; (j) it
does not plan to suspend payment to creditors; and (k) until
completion of Work and the expiry of the warranty period, there will
be no action, petition or proceeding initiated by the CONTRACTOR or
by any person seeking to declare the CONTRACTOR insolvent or to
suspend payments of its debts

ARTICLE IX
RESPONSIBILITIES OF CONTRACTOR

9.1 The CONTRACTOR shall provide everything necessary to ensure the

proper accomplishment and completion of the PROJECT 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. If the CONTRACTOR finds any discrepancy in the
drawings or between the drawings and specifications, the
CONTRACTOR shall immediately advise the Construction Manager
and refer the same to the ARCHITECT/ENGINEER who shall finally
decide on what shall be followed. It is understood that such
discrepancies in the plans, specification, and actual conditions were
anticipated by the CONTRACTOR during the bidding stage and before
awarding of the contract and such discrepancies shall not in any way
be made a reason to justify delay or to deny penalty imposition or any
other charges the OWNER may affect as a result of none delivery and
turn-over of contracted works on specified deadline.

9.2 The CONTRACTOR shall not assign, transfer, pledge, sub-contract or

make any other disposition of the Contract or any part or interest
therein without the written consent and approval of the OWNER.
Approval by the OWNER of any sub-contract shall not relieve the
CONTRACTOR from
any liability or obligation under its contract with the sub-contractor,
as well as under this Contract.

9.3 In case of a subcontract, the CONTRACTOR shall submit a sworn

statement executed by the subcontractor/s attesting to the fact that
the latter has been fully paid by the CONTRACTOR for the materials
furnished and for the labor performed under the subcontract.

9.4 The CONTRACTOR shall religiously attend the Construction

Coordination Meeting and diligently supervise the construction until
completion.

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9.5 The CONTRACTOR shall, during the term of this Contract, properly
coordinate with the work of the other tradesmen and/or specialty
contractors of the other construction packages in addition to its own
but shall not supervise work of the other trade contractors, unless
such trade contractors/specialty contractors are sub-contractors of
the CONTRACTOR.

9.6 The CONTRACTOR shall maintain the general cleanliness and

sanitation of the site and undertake clearing of site and removal of
construction debris resulting from its work as construction progresses
during the entire contract period. After the final completion but
before acceptance of the work and final settlement of the project cost
had been made between the parties, the CONTRACTOR shall
forthwith remove all surplus materials, scaffoldings, apparatus,
machinery, tools and equipment not part of the work furnished or
supplied by its work and leave the work free and clean of all
obstructions and hindrances.

9.7 The CONTRACTOR commits to follow all specifications of all the

concerned consultants, designers, plans and Contract Documents,
from which the bid proposal was entirely based.

9.8 The CONTRACTOR recognizes the position of trust and confidence

reposed upon it by the Owner and shall furnish at its best skills and
judgment in rendering efficient business administration and
superintendent over the work herein set forth, most expeditious and
economical manner consistent with the interest of the Owner.

9.9 The CONTRACTOR shall assume sole and full responsibility in the
correctness of all work rendered on the project and all materials,
tools, and equipment including Owner-supplied materials until the
completion and acceptance of work by the Owner.

9.10 The CONTRACTOR shall likewise be responsible for the

implementation, supply, or provision of the following at his expense;

a. Provide all its workers, including those of its sub-contractors

with the required safety equipment such as but not limited to
hard hats, goggles, safety gloves, and safety shoes.

b. Provision of safety signage as required by the OWNER

c. Daily general cleaning of the work area, and all feeder roads
were affected by the implementation of its CONTRACT

d. Compliance by CONTRACTOR'S personnel with all rules of

discipline and safety such as but not limited to wearing of
uniform and safety equipment, no smoking/no drinking/no
gambling policy, wearing of hard hats, long pants and shoes,
issuance of company Identification Cards, banning of liquor
from the jobsite for the whole course for the construction
duration.

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 9.11 All materials and supplies needed in connection with the works are
included in the materials cost guaranteed by the CONTRACTOR,
except the additional works or revisions not included in the original
bid plans and exclusions expressly provided for herein.

9.12 The CONTRACTOR shall supply, transport and deliver all materials
requirement of the Project. OWNER reserves the right to reject any
material not in accordance with the plans and specifications. The
Contractor may substitute materials instead of those required but only
upon prior approval of OWNER. In the event that the CONTRACTOR
fails to supply the specified materials and such failure or inability
should, in the judgment OWNER, result in Project delays, OWNER
shall have the option, but not the obligation, to supply such materials
for and in behalf of the CONTRACTOR. In such case, the full value of
the materials supplied by OWNER, including hauling fees and
interests thereon at the rate of two percent (2%) per computed from
the date OWNER procured the materials, shall be reimbursed by the
CONTRACTOR to OWNER or same shall be deducted in full from
subsequent progress billings of the CONTRACTOR.

9.13 The CONTRACTOR shall provide safeguards and other facilities for
the protection of the OWNER and the general public. The
CONTRACTOR shall be responsible for, and indemnify and save the
OWNER free and harmless, from and against all losses, expenses,
judgments, court costs, attorney's fees, demands, payments, suits,
action, recoveries, decrees execution and claims of every nature and
description brought and/or recovered against the CONTRACTOR or
the OWNER, for whatever reason.

9.14 The CONTRACTOR shall be responsible for and shall bear all costs
and expenses caused by losses due to theft, pilferage, damage by fire
and/or negligence arising out of or in connection with the execution of
the CONTRACTOR'S obligations for materials pending delivery to or
accepted by the OWNER, The CONTRACTOR undertakes to obtain
and maintain such insurance against aforementioned risk with an
OWNER designated Bonding and Surety Company as provided for in
Art. XIV hereof. This condition covers only materials furnished by the
CONTRACTOR and the OWNER must secure a similar fire insurance
policy to cover Owner Furnished Materials.

ARTICLE X
RESPONSIBILITIES OF OWNER

10.1 The OWNER shall have the exclusive option to change specifications
or delete certain items from the Materials Estimate and Breakdown,
and the savings there from, if any, shall not accrue to the benefit of
the CONTRACTOR. The OWNER may make such changes upon
notice to the CONTRACTOR.

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10.2 The OWNER with the assistance of the CONTRACTOR shall be
responsible for securing and payment of all Government permits,
clearance, and authorizations for the performance of the PROJECT,
except for temporary utilities, which shall be the responsibility of the
CONTRACTOR. The CONTRACTOR should avoid and promptly abate
any violations in the construction that may constitute a hindrance to
the issuance of the said permits.

ARTICLE XI
INSPECTION

11.1 The CONTRACTOR agrees that the OWNER may, at any reasonable
time, make such inspection or inspections of the progress of the
Project, as well as, of how the Project is progressing and is being
performed. Should any deviation or difference be found in the work or
materials being used from those specified in this Contract, the
OWNER is hereby authorized to order a correction in such work, or
materials used to conform to this Contract.

11.2 Should the CONTRACTOR fail to execute the corrections in the work
or in the materials within a reasonable period from receipt of written
advice, this shall be considered as a violation of this Agreement and
failure to perform its obligations. The OWNER may rescind the
Contract and enter upon the premises and complete and/or employ
any other contractor or person to complete or execute the changes, at
cost to the CONTRACTOR. This is without prejudice to any other
remedies provided by law to the OWNER.

11.3 The OWNER shall have the right to take possession of the PROJECT
and/or use any completed or partially completed part of the Project.
Such possession or use shall not be deemed as acceptance of any
work not completed in accordance with this agreement. If such prior
possession or use by the OWNER delays the progress of the work or
cause additional expenses to the CONTRACTOR and equitable
adjustment in the contract price or the time of completion shall be
made and this Agreement shall be modified accordingly.

ARTICLE XII
COMPLETION AND FINAL ACCEPTANCE

12.1 When the work required and called for of this Contract is substantially
completed, meaning at least 98% has been accomplished and
completed with all the materials installed and tested, the
CONTRACTOR shall notify the OWNER in writing thereof and request
for a final inspection that shall be conducted and completed by the
OWNER or its designated representative within TWO (2) WEEKS from
receipt of the CONTRACTOR'S Request-for Inspection letter provided
that all as built plans are submitted by the CONTRACTOR together
with the request for final inspection. The remaining Two Percent (2%)
shall only be for remedial works.

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12.2 Should the work be found satisfactorily done, the OWNER or its
designated representative shall, within seven (7) calendar days from
the last day of inspection, issue the Certificate of Completion for the
Project. The balance of payment found to be due and the Retention
shall be released within sixty (60) calendar days after completion and
release of the required Certificate of Final Acceptance, certificate
signed by all the subcontractors of the CONTRACTOR that all the
works and materials installed for the PROJECT have been fully paid by
the CONTRACTOR, guarantee certificates for all specialized items, list
of project's material suppliers, equipment’s manual/brochures.

12.3 If upon inspection, however, the work is found defective, the OWNER
shall, within three (3) calendar days from the last day of inspection,
advise the CONTRACTOR of the rejection of the works. The OWNER
shall, within a reasonable time consistent with the extent of the
defects, issue an Official Punch List detailing the defective works and
deficiencies.

12.4 Upon the correction of the items, the CONTRACTOR shall again
inform the OWNER in writing and request for an inspection to be
completed within Fifteen (15) calendar days from the receipt of said
notice.

12.5 Should the corrections made by the CONTRACTOR be found

satisfactory, the balance of payment found to be due the
CONTRACTOR shall be paid immediately, and the OWNER shall, not
later than fifteen (15) working days after the last day of inspection,
issue the Certificate of Final Acceptance.

12.6 The PROJECT shall not be deemed completed and accepted unless all
defective and deficient works are completed by the CONTRACTOR to
the satisfaction of the OWNER and the Certificate of Final Acceptance
of the project is signed or issued. The execution of this Certificate of
Completion shall not constitute a waiver by the OWNER of its rights
herein, including the completion of the remaining works and the
liquidated damages.

ARTICLE Xlll
LIQUIDATED DAMAGES AND PENALTY

13.1 As time is of the essence of this CONTRACT, in the event the

CONTRACTOR refuses or fails to satisfactorily complete the work of the
project for whatever reason, as defined herein, within the specified
contract time plus any time extension duly granted, the CONTRACTOR
shall pay the OWNER, by way of liquidated damages, the sum of PESOS
equivalent to one-tenth of one percent (1/10 of 1%) of the Contract
Price, for any unperformed works for each day of delay including
weekends and holidays but not more than 10% of the total Contract
Price. Payment of such liquidated damages shall not in any manner

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 relieve the CONTRACTOR from its obligations and responsibilities
under this Contract.

13.2 It is further agreed and understood by the CONTRACTOR that the right
of the OWNER to liquidated damages shall be without prejudice to its
rights or remedies against the CONTRACTOR provided elsewhere in
this Contract Agreement or to which the OWNER may be entitled by
law or equity.

13.3 Among others, the following shall not excuse the CONTRACTOR from
the payment of the aforesaid liquidated damages;

a. Inclement weather;

b. Unworkable areas and unpassable roads leading to area;

c. Late delivery of materials by suppliers or subcontractors of the

CONTRACTOR; and

d. Shortage of labor or manpower.

ARTICLE XIV
THIRD PARTY LIABILITY, BONDS, AND INSURANCE

14.1 The OWNER shall be free and harmless from any liability arising from
claims of third parties arising from the construction of the PROJECT,
such as but not limited to wages, overtime pay, compensation for
injury or death of laborers and employees of the CONTRACTOR or its
subcontractors or third parties, SSS premiums, Medicare, living
allowances, 13th month bonuses, and other social and labor
obligations, all of which shall be for the account of the
CONTRACTOR.

14.2 The OWNER shall not be held liable against claims from third parties
or from any damages of adjoining/adjacent structures caused by
excavation and/or construction work within the premises. Neither
shall the OWNER be held liable for any lien that might be incurred in
favor of any third party arising from the purchase and/or use of
supplies or materials, and labor or services rendered for any Phase of
the PROJECT.

14.3 The CONTRACTOR shall comply with all the laws; local and national,
city or municipal ordinances, and all government regulations insofar
as they are binding or affect the parties hereto, the work, or those
engaged thereon. The CONTRACTOR shall keep the OWNER
indemnified against all penalties and liability of every kind for breach
of any laws, ordinances, or regulations.

14.4 The CONTRACTOR shall secure, at his own expense, a reputable

insurance or surety company acceptable to the OWNER and submit to
the OWNER the following bonds:

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 a. Surety Bond in an amount equivalent to the down payment of
the PROJECT, to answer for the repayment or return of the
down payment made to the CONTRACTOR by the OWNER for
such causes as may be provided herein, including default,
violation of any of the provisions of this Contract and/or non-
performance of its obligations herein.

The Surety Bond shall be submitted to the OWNER within

fourteen (14) calendar days from receipt of the OWNER’s Notice
to Proceed, and prior to the release of the down payment. The
Surety Bond shall be required to remain in full force and effect
for one (1) year. The Surety Bond shall be callable upon
demand by the OWNER in the event the CONTRACTOR fails to
return the down payment less unpaid and approved billings, in
full or any unapplied or unliquidated part thereof in case of
rescission or cancellation of the CONTRACT, or as the
Liquidated Damages or for non-fulfillment of the
CONTRACTOR’s obligations under this Contract. The amount
to be confiscated shall include all penalties under this Contract.

b. Guarantee Bond in an amount equivalent to ten percent (10%)

of the Contract Price and cost of all materials and equipment of
the Project, to guarantee the works done from defects that
might occur or arise within the period of one (1) year reckoned
from the date of issuance of Certificate of Final Acceptance for
each Phase

This bond shall be submitted prior to the release of the

Retention Amount, which shall be done after all the works
including remedial and retouching works have been completed
and accepted by the OWNER. The OWNER shall confiscate the
bond or any part thereof for any amount or expense incurred by
the OWNER for defective work discovered during the said
period which the CONTRACTOR fails to promptly rectify

14.5 The CONTRACTOR shall ensure that the aforementioned bonds shall
expressly state that their guarantee or coverage shall include contract
changes that may be made during the progress of the construction
work.

14.6 In case the OWNER grants the CONTRACTOR an extension of

contract time, the CONTRACTOR shall renew the effectivity of the
Surety bond upon the expiration of the same with the amount thereof
reduced proportionately to an amount to be mutually agreed upon by
both parties. The premium and other charges that may be due in
connection with the renewal/ extension of the said bonds shall be for
the account of the CONTRACTOR

14.7 In the event of the recession or termination of this Agreement due to

the fault of the CONTRACTOR among others, the OWNER may
immediately proceed against the Surety Bond or any or all claims
against the CONTRACTOR. The Bond shall remain in full force,

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 callable upon demand, and in effect throughout this Agreement until
the same is released by the OWNER for the CONTRACTOR'S faithful
prosecution of his contractual obligations.

ARTICLE XV
DEFAULT OF CONTRACTOR, ABANDONMENT, AND
RESCISSION

15.1 The OWNER reserves the right to terminate this Contract and/or take
over the PROJECT when the CONTRACTOR is in default.

15.2 The following conditions shall constitute a default of the

CONTRACTOR:

a. If it files a petition for suspension of any payment or

insolvency; is placed under receivership or arranges with or
assigns in favor of its creditor/s or agrees to carry out its
obligations under this Contract, under a committee or
inspection of its creditor/s; goes into liquidation (other than
voluntary liquidation for purposes of amalgamation or
reconstruction);

b. If it assigns any or all parts of this Contract without prior

written consent of the
OWNER;

c. If an execution is levied on its goods or assets;

d. If it fails to provide a qualified superintendent, competent

workmen or subcontractors, or proper materials;

e. If it fails to promptly pay its subcontractors, workmen, or

material suppliers/dealers.

f. If it has abandoned the Contract and/or Project;

g. If without reasonable excuse the CONTRACTOR has failed to

commence the work or has suspended the progress of the
work for seven (7) calendar days after receiving from OWNER
written action that said materials of work had been
condemned and rejected by the OWNER or its authorized
representative under these conditions;

h. Despite previous warning by the OWNER, is not executing the

work in accordance with this Agreement; or is persistently or
flagrantly neglecting to carry out its obligations under this
Agreement;

i. Acts in bad faith such as by grossly overstating work

accomplishment and billings, wanton waste or pilferage of
materials supplied by the OWNER, gross incompetence, or

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 serious acts or omissions that are detrimental to the interest
of the OWNER;

j. If the CONTRACTOR has been in default in a previous or

another project, whether such PROJECT is for another
company or an OWNER-initiated project; or

k. If the CONTRACTOR violates any provision/s of this Contract.

15.3 Should any or all of the grounds enumerated above exist or any of the
events occur, the OWNER without the necessity of any judicial
process or action in law, has the option of entering upon the site,
expelling the CONTRACTOR and taking possession of the premises
and of all materials, tools, and appliance thereon, and take over the
remaining work or assign the same to another contractor, with or
without terminating this Contract. In such instance, the
CONTRACTOR shall not be released from its failure to fulfill its
obligations and/or liabilities under this Contract

15.4 Should the OWNER, despite the default of the CONTRACTOR, decide
to allow the CONTRACTOR to finish the required works, the exercise
of such option shall in no way mean a waiver of the OWNER'S
available rights and remedies under this Contract and the law, to go
against the CONTRACTOR for its violations and liabilities.

15.5 Notwithstanding any provision in this Contract, the OWNER may

retain all amounts due the CONTRACTOR for approved billings and
the retention fee, which shall answer for all damages the OWNER may
suffer due to the default of the CONTRACTOR without prejudice to
other remedies or course of action available to the OWNER in law or
equity. All expenses incurred to finish the PROJECT shall be charged
to the CONTRACTOR against approval billing and/or retention fee
and/or its Bond.

15.6 The OWNER may likewise rescind or cancel this CONTRACT if the
works cannot be implemented due to the existence or occurrence of
conditions beyond the control of the OWNER, namely:

a. Natural calamities resulting in conditions that, in accordance

with the evaluation of the OWNER, render the project not
feasible, physically or economically, to implement or continue;

b. Act of any governmental authority, domestic or foreign, which

has the coercive effect of law such as quarantines,
embargoes, and licensing controls or non-issuance or
revocation of the necessary permits and licenses provided the
revocation of permits and licenses is not due to the gross
incompetence or serious acts or omissions by the
CONTRACTOR. If the revocation is due to the fault of the
CONTRACTOR, then the CONTRACTOR
shall be in default;

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 c. Acts which restrain or restrict construction activities such as
war, insurrection, and rebellion;

d. Change in market conditions that, in accordance with the

evaluation of the OWNER, render the Project not feasible,
physically or economically, to implement or continue.

ARTICLE XVI
DEFECTIVE WORK AND MATERIALS

16.1 Defective work shall be corrected and made good while unsuitable
materials shall be rejected notwithstanding that such work and
materials have been overlooked by the OWNER and accepted or
estimated for payment. In such case, the OWNER shall likewise have
the option to adjust any progress payment accordingly.

16.2 If the work or any part thereof shall be found defective at any time
before the final acceptance of the whole work or within the warranty
period, the CONTRACTOR shall forthwith make good such defects in
the manner satisfactory to the OWNER. If any material brought to the
site or selected for use in the work, is not in conformity with the
specifications, the CONTRACTOR shall remove such materials from
the vicinity of the work and any materials furnished that are damaged
or rendered defective by the handling or improper installation by the
CONTRACTOR, his agents or employees shall be made good and
replaced at the CONTRACTOR'S expense. This provision is without
prejudice to Article 1723 of the Civil Code of the Philippines, which is
hereby incorporated as part of this Contract.

ARTICLE XVII
CONTRACTOR’S OPTION TO SUSPEND WORK
IMPLEMENTATION

The CONTRACTOR may suspend work or terminate the Contract after

fifteen (15) days’ notice to the OWNER and the Architect for any of the
following reasons:

17.1 If an order of any court or other public authority caused the work to
be stopped or suspended for a period of ninety (90) days through no
act or fault of the CONTRACTOR or his employees; or

17.2 If the OWNER should fail to pay the CONTRACTOR, any sum within
thirty (30) days after its award, as governed by the rules of the
Construction Industry Arbitration Commission.

ARTICLE XVIII

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 WARRANTY WORKS

18.1 The CONTRACTOR guarantees the quality of the workmanship and of

the materials and equipment furnished and installed under this
Agreement for a period of twelve (12) months from the issuance of
the Certificate of Final Acceptance of the PROJECT. In this
connection, the CONTRACTOR agrees to undertake as Warranty
Works the correction of all defects attributable to the CONTRACTOR
and faults appearing after the completion of the Project. However,
defects caused by wear and tear, intentional or accidental breakage
shall not be included in this guarantee. However, this shall not
exempt the CONTRACTOR from liability prescribed by law.

18.2 All such defects attributable to the CONTRACTOR'S fault shall be

acted upon by the CONTRACTOR at its own expense within five (5)
working days after they have been brought to the attention in writing.
Failure of the CONTRACTOR to do so shall entitle the OWNER to
undertake such repairs without previous notice to the CONTRACTOR,
the expense and consequential damages to be charged against the
CONTRACTOR.

ARTICLE XIX
ARBITRATION

19.1 If any dispute, difference. or question shall arise between the parties
touching the construction, meaning, or effect of this Contract, or any
clause or thing contained herein, or the rights or liabilities of the
parties, under this Contract, or otherwise in relation to the premises,
each dispute, difference, or question shall be referred to arbitration
by three (3) indifferent persons, one to be appointed by each party
and the third member to be appointed in writing by the members so
appointed by the parties.

Arbitration proceedings shall be initiated by any of the parties by

notifying and demanding arbitration from the other in writing within
five (5) days from the time such alleged dispute, difference, or
question arose. In the said notice, the party initiating the arbitration
proceedings shall include the name of its chosen arbitrator and
further request that the other make its appointment. If the other party
refuses or neglects to appoint an arbitrator within seven (7) days from
receipt of the notice, the arbitrator appointed shall, at the request of
the party appointing him or her, proceed to hear and determine the
matter in difference as if he or she were an arbitrator appointed by
both parties for that purpose. The award or determination which shall
be made by the arbitrators or arbitrator shall be final and binding
upon the parties respectively, and their respective heirs, executors,
administrators, and assigns.

The arbitrator/s shall be governed by the rules of the Construction

Industry Arbitration Commission and shall be held in Metro Manila.
The English language shall be used in the proceedings.

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 ARTICLE XX
MISCELLANEOUS

20.1 No Party shall be liable for any failure or delay in the performance of
its obligations under this agreement in case of, but only to the extent
caused by, any event of Force Majeure; provided, that the relief
granted by this clause shall be available only if and to the extent the
Party claiming relief has not committed any act of contributory
negligence or has and continues to take all steps reasonably within its
control to mitigate the effects of such Force Majeure event. As used
herein, "Force Majeure" shall mean any circumstance beyond the
reasonable control of a Party which effectively prevents such Party
from performing its obligations hereunder; provided, that, such
circumstance, despite the exercise of reasonable diligence, cannot be
or could not be prevented, avoided, or removed by such Party and is
not attributable to its negligence or misconduct and provided further
that such circumstance affects the success of the Facility or materially
delays the construction of the Facility. Force Majeure events are, but
are not limited to, the following: (i) fire, (ii) earthquake, (iii) lightning
(iv) other Acts-of-God, (v) industrial disputes, (vi) acts of terrorism,
(vii) strikes, (viii) sabotage, (ix) epidemics, (x) war, (xi) riot, (xii)
mobilization, and (xiii) any delay in issuance of a governmental permit
without any contributory negligence from a Party. In such
circumstances, the Party affected by force majeure shall have a duty
to inform the other Party within a reasonable period, not exceeding
seven (7) calendar days, from the date that Force Majeure is claimed.

20.2 The Parties undertake that, at all times, and even after the
termination of this Agreement, they will keep confidential sensitive
information relating to the other Pany's business or affairs
("Confidential Information"), Parties shall not make use of such
Confidential Information for purposes outside the scope of the Works
without the prior written consent by the concerned Party. The
provisions of this clause shall not apply to information that: (a) is or
becomes public knowledge otherwise than through the Parties'
breach of this confidentiality undertaking; or (b) was obtained by the
Parties from a third party having no obligation of confidentiality with
respect to such information; or (c) can be shown to be known by the
Parties by written records made prior to disclosure by the Parties; or
(d) in such circumstances where a competent court or law requires
disclosure of Confidential Information.

20.3 This Agreement contains the entire agreement and understanding

between the Parties as to the subject matter hereof, and the same
supersedes all prior agreements, commitments, representations,
writing, and discussions between them. Both Parties acknowledge and
agree that they have fully read and understood the contents of this
Agreement and that the same shall be considered to have been jointly
drafted.

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 20.4 A Party shall not assign or transfer this Agreement or any of the rights
or obligations granted herein without the prior written consent of the
other Pany, which consent shall not be unreasonably withheld. Any
purported assignment made without obtaining such written consent
shall be null and void.

20.5 If any term or condition contained herein is held by a court of

competent jurisdiction or other authority to be invalid, void, or
unenforceable, the remainder of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired, or
invalidated.

20.6 This Agreement may be executed in one or more counterparts, each of

which will be deemed to be an original copy of this Agreement, and all
of which, when taken together, shall be deemed to constitute the
same agreement.

20.7 This Agreement, may not be modified, amended, added to, or

otherwise varied except by a document in writing signed by the
Parties.

20.8 No waiver by a Party of any breach of this Agreement shall be held or

construed to be a waiver of any other subsequent or antecedent
breach of this Agreement. Failure of a Party to exercise a remedy or
to insist on the performance of any of the covenants of this Agreement
shall not be construed as abandonment, cancellation, or waiver of
such covenant. No waiver by a Party shall be deemed to have been
made unless expressed in writing and signed by its authorized
representatives.

20.9 This Agreement shall be binding on all successors and permitted

assignees or transferees of the Parties and inure to the benefit of the
respective successors and permitted assignees or designees of the
Parties.

20.10 This Agreement shall be governed by and interpreted in accordance

with Philippine laws.

IN WITNESS WHEREOF, the parties have entered into this

Agreement on the date and year first above written.

AGRICULTURAL INFRASTRUCTURE RCPILAPIL CONSTRUCTION

AND LEASING CORP. SERVICES
OWNER CONTRACTOR

By: By:

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 CEZAR T. QUIAMBAO RAMIL C. PILAPIL
President General Manager
(Signature over printed name) (Signature over printed name)

SIGNED IN THE PRESENCE OF:

_________________________
_________________________ WITNESS
WITNESS
(Signature over printed name)
(Signature over printed name)

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Province of ____________________) S.S.
Municipality of ____________ )

BEFORE ME, a Notary Public for and in ____________________, on this

__th day of ___________, 20__, personally appeared the following:

Name Competent Place and Date Expiration Date

Proof of of Issue
Identity

CEZAR T.
QUIAMBAO
RAMIL PILAPIL

known to me and to me known to be the same persons who executed the

foregoing instrument consisting of nineteen (19) pages including this page
where the Acknowledgment is written, which has been signed by the parties
and their witnesses on the left-hand margin of every page and on the
signature page. The parties/signatories acknowledged that this constitutes
their own free and voluntary act and deed and that of the Corporation/s
represented.

WITNESS MY HAND AND SEAL, on the date and at the place first
above written.

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Doc. No. ______;
Page No. ______;
Book No.______;
Series of 2024.

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