MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Contract made and entered into this in __________, Philippines

by and between:

___________________, a corporation duly organized and existing

under and by virtue of the laws of the Philippines, with principal
office address at _______________ represented in this act by
_____________, hereinafter referred to as “Owner;”
AND

___________________, a corporation duly organized and existing

under and by virtue of the laws of the Philippines, with principal
office address at _______________ represented in this act by
_____________, hereinafter referred to as “Contractor;”

WITHNESSETH

WHEREAS, the Owner is the General Owner of the project; ___________ located in
_____________________.

WHEREAS, the Supply of Materials, Labor, Tools, Equipment and Supervision for the
Supply, Delivery, and Drilling of Various sizes and depths of Bored Piles, is required in the
aforementioned project;

WHEREAS, the Contractor representing itself as duly authorized to engage in the

contracting business in accordance with the existing laws has submitted the most favorable
and responsive bid and offered to undertake ________________ of the project based on the
specifications mentioned hereunder;

WHEREAS, the Contractor has substantial capital and investment in the form of tools,
equipments, machineries, work premises and other materials which are necessary in the conduct
of its business and accordingly, it is capable of rendering services to the Owner.

WHEREAS, the Contractor represents that it has the necessary experience, capability,
technology and financial resources required to construct and complete the Work awarded
strictly in accordance with the plans and specifications.

WHEREAS, the Owner, relying on the representation made by the Contractor and on the
terms of the undertakings in its bid, has agreed to award the contract to the Contractor for
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the performance of the afore- stated b o r e d p iling works to the Owner under the terms and
conditioned set forth herein:

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereby
agree and bind themselves as follow

ARTICLE I
CONTRACT DOCUMENTS
 The Contract Documents which are herein incorporated and made parts hereof, shall
consists of the following:

Annex “ A “- Bid and Discounted Proposal of the Contractor

Annex “B “- Notice of Award
Annex “C “- Construction Schedule in a form of a Bar Chart

The Contract Documents and the Contract are complementary to each other and every
effort shall be exerted to construe them as one single document. Any work required in one
document and not mentioned in another shall be performed to the same extent and purpose
as though required by all documents. However, in case of irreconcilable conflict between any
provision in the Contract Documents and in this Contract, the latter shall prevail. In determining
whether or not such conflict or discrepancy exists, it shall be borne on mind that the other
documents merely provide an elaboration of the provisions of this Contract.

ARTICLE II
SCOPE OF WORKS

Subject to the provision of this contract, the Contractor shall undertake and perform the
supply of labor, materials, equipment, tools and supervision, to the satisfaction of the Owner,
and conformably with the requirements of the Contract Documents exclusive of the following:

1)
2)
3)

Without in any manner limiting the obligations of the Contractor under Article 2 above,
the nature and extent of the bored piling works that shall be performed by the Contractor
shall encompass and include the items stated in Bill of Quantities as specified below namely:

Site development and the provision of an all- weather passable access towards and
within the jobsite for the entry and movement of the bored piling equipment shall be the scope of
the Owner.

The owner hereby warrants that it has authority to transact in the Philippines.

Bill of Quantities and Price Schedule

Notwithstanding anything to the contrary contained in Article 2 above, it Is understood and

agreed that the Works of the Contractor shall include the complete, faithful and satisfactory
performance, execution and implementation of such work required, necessary or appropriate to
complete the Supply, Delivery and Drilling of the Bored Piles , subject matter in the contract, in
accordance with the specification and designs specified in the Contract Documents and in
conformity with requirement of the Owner.

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The Contractor shall make available, provide and/or secure the items referred to below
in conformity with the requirements of the Owner.

Provide an authorized representative of on-site verification and to act as liaison officer

for construction revision that needs Owner’s approval. Secure all government permits required
for the bored piling works only.

The Pile shall be drilled up to Natural Grade Line. It is deemed that the measurement of
payment for the Bored Piling Driving shall be based on actual bored pile depth.
 The Contractor shall maintain in the project a competent civil engineering supervision who
shall be available at all times during the inspection by the Owner’s representative to enforce
the agreed system of work with respect to the Construction Schedule and to explain the
different phases of the work accomplished. For this purpose, the Contractor shall provide the
necessary facilities at the project site to enable the Owner’s representative to conduct
inspection in the most convenient manner possible.

The Contractor shall provide necessary working drawings for permits and execution of
the works.

ARTICLE III
COMMENCEMENT AND COMPLETION DATES

The effectivity of the contract shall be ten (10) calendar days after the date of receipt by
the Contractor of the Notice to Commence Work issued by the Owner and the Work shall be
completed within 77 days (5 days from Mobilization days and 72 days for bore pile working days)

The owner will pay Fifty Thousand Pesos (Php50,000.000) per day if the Contractor deliver
the items before the frame time, while the Owner will charge the Contractor Fifty Thousand
Pesos (Php50,000.000) per day if it did not deliver within the time frame if such delay was caused
through fault of the Contractor.

ARTICLE IV
CONTRACT PRICE AND TERMS OF
PAYMENT

For and in consideration of the Contractor’s full and faithful performance and completion
of the Works in accordance with the terms and conditions herein provided, the Owner agrees
to pay the Contractor the amount of SIXTY FIVE MILLION NINETEEN THOUSAND AND NINE
HUNDRED FORTY EIGHT PESOS (Php 65,019,948.00) inclusive of Value Added Tax. Unit rates are
fixed pursuant to the Bid and Discounted Proposal of the Contractor.

ARTICLE V
LIQUIDATED DAMAGES

Upon failure to complete the WORKS within the time set forth under this Contract and the
Contractor is found to be at fault, the Contractor shall pay the Owner a sum of equivalent to
1/10th of 1% of the total value of the remaining work per day which shall, however, in no
case exceed ten percent (10%) of the Contract Price. The Owner may deduct any amount due
as liquidated damaged from any sum due in favor of the Contractor under this Contract.

Upon failure to complete the WORKS within the time set forth under this Contract and
through no fault of the Contractor, the Owner shall pay a standby fee in the amount of P250,000
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per day, together with the progress billing of the month to cover the expenses and cost of labor,
equipment, machineries, and miscellaneous fees incurred by the Contractor.

ARTICLE VI
EXTRA WORK OR ALTERATION

The Owner, at any time, without invalidating this Contract, or any of the provisions
contained herein, may require the Contractor to perform Changes and Extra Works. All the
provisions of this Contract shall apply to Changes and Extra Works. For purposes of this
Contract, the term “Changes” shall mean any substitution, addition or deletion in the Work
within the scope of this Contract requested by the Owner. “Extra Work” shall mean work not
falling within the scope of this Contract.

All Changes and Extra Works shall be through mutual agreement of the parties and
administered in accordance with the procedure hereinafter set forth, consisting of the
issuance of instructions by the Owner, the submission of an estimate by the Contractor, and
the issuance of the Change and/or Extra Work Order by the Owner.

When, in the opinion of the Owner, a Change and/or Extra Work is required, the Owner
shall issue instructions to the Contractor to submit in writing its comments, if any, relative to
the technical compatibility of such proposed Change or Extra Works with the Works, the time
required for such Change or Extra Works, and its proposed method adjusting the contract
schedule and the payments to the Contractor.

The Contractor shall not commence work relating to any Changes and/or Extra Work unless
it has first received an approved Change and/or Extra Work Order and, upon receipt thereof,
the Contractor shall perform such work in accordance with the said Change and/or Extra
Work Order and the provisions of this Contract.

The Owner warrants that it shall honor any Changes and/or Extra Work done by the
Contractor and shall pay the Contract price thereof in accordance with the Change and/or Extra
Work Order.

ARTICLE VII
COMPLIANCE WITH LAWS

The Contractor shall comply with all the laws, rules and regulations of the Government of
the Republic of the Philippines including those pertaining to labor, applicable to this Contract
and to the works to be performed hereunder.

It is hereby agreed and understood that the Contractor, is and shall remain and
independent Contractor and there shall be no employer-employee relationship existing
between the Owner, on one hand, and the Contractor and its personnel or contractor, on the
other.

The Contractor agrees to hold Owner free and harmless from any and all claims of its
employees arising out of or in connection with the performance of this Contract, especially
under the Minimum Wage and the Workmen’s compensation Act, as amended by the New Labor
Code.

ARTICLE VIII
ADDITIONAL UNDERTAKING OF THE SUBCONTRACTOR

The Contractor guarantees the entire Works against all defects in workmanship. All labor
shall be performed in the most acceptable manner by skilled workmen who meet the 10
qualification prescribed by the Contractor.

ARTICLE IX
ACCEPTANCE OF THE WORKS

It shall be the right and duty of the Owner, through its representative to inspect the
Works being performed and immediately call the attention of the Contractor to any defect
therein, or any variance from the contract terms and specifications discovered or could have
reasonably been discovered.

Upon completion of the Works, the Contractor shall notify the Owner in writing, and the
latter, within seven (7) days from receipt of such notice, shall inspect the Works to determine
of the same are in accordance with all stipulations, terms and conditions of this Contract
and the Contract Documents. If the Works is found satisfactory, the Owner shall thereafter
issue a written Final Certification of Completion and Acceptance of the Works.

In the event the Works or any portion thereof is not acceptable to the Owner, it shall,
after inspection of owner, serve on the latter a written statement of such non-acceptance,
particularly specifications not complied with or the particular installation work found to be
defective, as the case maybe.

If the written statement of non-acceptance issued is in conformity with the conditions of

the contract and the contract documents, then the Contractor shall correct the defect or
defective work cited, at no cost the OWNER, upon satisfactory completion of which a written
certificate of acceptance is issued.

The provisions of this Article notwithstanding, if the Owner takes over possession of, uses
or operates any portion of the Works already completed and/or any of the equipment already
installed before the completion or actual acceptance of the entire Works, it shall conclusively
be deemed to have accepted said portion as fully for all legal intents and purposes as if a
separate certificate has been issued, effective as of the date such occupation, possession, use
or operation and the period of warranty provided for in this Contract shall begin to effect as
of said date as far as the particular portion of the Works involved is concerned,

However, the Owner reserves the right to use or operate any portion of the Works
already completed without applying the provisions of this Article if the Contractor is delayed
in the completion of the Works through no fault of the Contractor.

ARTICLE X
EFFECTIVITY AND TERMINATION

This Contract shall take effect upon signing and will end upon acceptance of the Work.
Unless earlier terminated as herein provided, this Contract shall continue in effect until all the
obligations created hereunder have been fully fulfilled.

Either part shall have the right to terminate this Contract, without liability and without
prejudice to any right to damages, in the event there is breach of contract committed by the
other. Such termination shall be effected by serving a written notice stating the reason or
ground relied upon, therefore, particularly specifying the breach complained of.

This Contract shall supersede all other prior contract, whether oral or written, between
the parties on the same subject matter. No amendment or change of its provision shall bind
with either party unless agreed upon in writing by their duly authorized representatives or
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signatories.

The legal invalidity of any provision of this Contract shall not affect other provisions unless
the latter are indispensably related to the valid one.

ARTICLE XI
DISPUTE RESOLUTION
A. Amicable Settlement
 If a dispute or difference arises between the Parties out of or in connection with this Contrct
or Progress billing, one Party shall give the other Party a written notice of dispute. Both parties
shall attempt to settle disputes amicably before the commencement of arbitration. However,
unless both Parties agree otherwise, arbitration may be commenced on or after the 56 th day
after the date of the written ntocie of dispute, even if no attempt at amicable has been made.

B. Arbitration

Unless settled amicably, any dispute between the Parties arising from or relating to the
Purchase Order shall be finally settled by arbitration before the Construction Industry Arbitration
Commission (CIAC) under the Rules of Procedure Governing Construction Arbitration
promulgated by the CIAC, pursuant to Executive Order No. 1008 (Construction Industry
Arbitration Law), as amended by Republic Act No. 9285 (Alternative Disputes Resolution Act of
2004), or any other laws or CIAC rules then in force. The venue of arbitration shall be in Metro
Manila. The dispute shall be decided by a panel of three (3) arbitrators.

ARTICLE XII
FORCE MAJEURE
A. Definition

“Force Majeure” or “Force Majeure Event” refers to an event or a circumstance which

cannot be forseen or, even though forseen, is beyond the reasonable control of a Party or is
unavoidable despite the exercise of due diligence, the cause of which event is not due to the
fault of a Party, and which, wholly or partially, prevents or delays such Party from performing
and fulfilling its obligations under this Contract or Progress billing. Except when otherwise
expressly provided by law or stated in this Contract for Bored Piling Works, no failure or omission
to carry out or observe any of the terms, provisions or conditions of the Contract or Progress
billing shall give rise to any claim by any Party against another Party or be deemed to be a breach
or default of the Contract or Progress billing if the same shall be caused by or arise directly from
Force Majeure.

B. Notice of Force Majuere

If a party is or will be prevented from performing any of its obligations under the Contract
or Progress billing by Force Majeure, then it shall give notice to the other Party of the event or
circumstances constituting the Force Majeure and shall specify the obligations, the performance
of which is or will be prevented.

The notice shall be given as soon as possible. Where the Owner is the party claiming Force
Majeure, the Owner shall give the Contractor prompt written notice, as will enable the
Contractor to comply with its notification obligations under the Main Contract. If the Contractor
fails to duly comply with such notification obligations, due to the Owner’s failure to comply with
its obligations under this Sub-Clause, the Owner shall indemnify the Contractor for any loss,
damage, cost, expense, suffered or incurred by the Contractor arising out of or in connection
thereto.
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ARTICLE XIII
TITLE TO THE FINISHED WORK

Title to the finished work shall vest in the Owner upon the occurrence of any of the following
events:

1) When the Owner pays for the finished work or part thereof in accordance with the
Contract or Progress billing; or
 2) When the work is duly finished and completely delivered to the Owner in the Site or
such other location as the Owner may direct.

ARTICLE XIV
SUSPENSION OF PERFORMANCE

If the Owner fails to pay any amount which is due to the Contractor in accordance with the
contract or progress billing, the Contractor may, after giving not less than twenty-one (21) days
notice to the Owner, describing such failure of payment, suspend its performance pursuant to
this Contract for Bored Piling Works, unless and until the Contractor receives the payment.

ARTICLE XV
TERMINATION OF CONTRACT BY CONTRACTOR

This Contract shall be terminated by the Contractor under the following circumstances:

1) within twenty-one (21) days after giving notice in accordance with Article XIV, the
Contractor does not receive payment, without justifiable cause; or
2) the Owner becomes bankrupt or insolvent, goes into liquidation, has receiving or
administration order made 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 applicable laws) has similar effect to any of
these acts of events; or
3) the Owner substantially fails to perform its material obligations under this contract
after having been given a reasonable period to remedy the non-performance, which,
in no event should be less than twenty-eight (28) days;

then the Contractor may, upon giving prior written notice to the Owner, without prejudice
to any other rights or remedies under the Purchase Order or otherwise, terminate the
Purchase Order with at least fourteen (14) days’ written notice.

ARTICLE XVI
TERMS OF PAYMENT

The owner shall pay the Contractor as down payment of Twenty (20%) Percent of the
Contract amount equivalent to Philippine pesos: THIRTEEN MILLION THREE THOUSAND NINE
HUNDRED EIGHTY NINE AND 60/100 (Php13,003,989.60) two (2) days after mobilization of
equipment.

Progress of payment will be made as follows:

 Seventy percent (70%) Progress billing or every ten (10) piles casted be billed and 5
days process release;
 Five percent (5%) will be collected upon completion of PDA and PIT testing;
 Five percent (5%) will be released three (3) months after completion of Bored Piling
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Activities.

A penalty of 5% of the outstanding billing shall be incurred by the Contractor should there
be delay in the payment thereof.

IN WITNESS WHEREOF, the parties have signed these presents this _______ day of
_____________ 2019 at __________, Philippines.
 ________________________ __________________________
(Owner) (Contractor)

BY: BY:
_____________________________. ________________________
President President

SIGNED IN THE PRESENCE OF

___________________________ _________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF __________________ ) S.S.

BEFORE ME, a Notary Public for and in

,
personally appeared ______________ with Community Tax Certificate No.
Issu
ed on
at in his capacity as Chairman of the Board
and ______________ with Community Tax Certificate No.
issued on at __________________ both known to
me and to me known to be the same person 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
principal herein represented.

WITNESS MY HAND AND AFFIXED MY NOTARIAL SEAL this day of 2019,

______________, Philippines.

Doc.: _
Page: ______
Book No.
Series of 2019 10