CONTRACTOR AGREEMENT

CIVIL WORKS-FOUNDATION, COLUMNS AND RETAINING WALLS

SALES GALLERY-MANDANI BAY

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is entered into this ______________ by and between:

AAA, a company duly organized and existing under Philippine laws with principal office
at #125 Martinez Building, Jones Avenue, Cebu City, represented herein by it General
Manager, MR. MICHAEL RACAZA, hereinafter referred to as the CONTRACTOR;

- and -

BBB, a company duly organized and existing under Philippine laws with principal office
at 220 N. Bacalso Avenue, Mambaling, Cebu City, Philippines, represented herein by its
General Manager, EDSEL L. FLORES, and herein referred to as the SUB-
CONTRACTOR.

WITNESSETH: That

WHEREAS, the Contractor is the General Contractor and Awardee of Mandani

Bay Showroom Gallery Project at Zuelig Road, North Reclamation Area, Mandaue City,
Cebu while the Sub-Contractor is fully equipped with labor, equipment, and materials to
undergo, accomplish and complete the details mentioned below:

 CONCRETE REINFORCING IN MAT FOUNDATION

 CONCRETE REINFORCING IN COLUMNS
 CONCRETE REINFORCING IN RETAINING WALLS
 CAST IN-PLACE CONCRETE FOR MAT FOUNDATIONS
 CAST IN-PLACE CONCRETE FOR COLUMNS
 CAST IN-PLACE CONCRETE FOR RETAINING WALLS

WHEREAS, the Sub-Contractor offered its services to undergo, accomplish and

complete the above mentioned works to the Contractor which the latter have accepted,
within its authority under its Contract with the Owner of the said project;

WHEREAS, in consideration of the foregoing, the parties have agreed to the following
terms and conditions;

1. Contract Price: For and in consideration of the sum of

(Php10,000,000.00) TEN MILLION PESOS ONLY which the Contractor
agrees to pay unto the Sub-Contractor, the said Sub-Contractor agrees
and undertakes to undergo, accomplish and complete above mentioned
works in accordance with the plans and specifications attached and
marked hereto as Annex “A” and forming integral part of this agreement.
It is understood that the Sub-Contractor shall furnish all the labor and
materials relative to their scope of works and whatever requirements
necessary for the completion thereof as specified in the plans and
specifications approved by the Architect in Charge of Construction
(Annex “A”). The payment to the Sub-Contractor shall be based on the
following schedule as follows:

a. 20% Down-payment
b. Progress Billing

2. Completion Period: The Sub-Contractor agrees to accomplish and finish

the Civil Works in accordance with the plans and specifications attached
as Annex “A” hereof within a period of _____ days from the date of
signed of Sub-Contractor Agreement. In case of delay of works and the
Sub-Contractor fails to complete the work within the period agreed upon,

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 the Sub-Contractor agrees to pay the amount of P1/10 of 1% of contract
per day of delay as and by way of liquidated damages and his immediate
replacement to the project, at the discretion of the Contractor. The said
liquidated damages shall be automatically deducted from any unpaid
payment due to the Sub-Contractor;

3. Employer-Employee Relationship: It is understood that all employees of

the Sub-Contractor exclusively belongs to him and shall be responsible
for the wages, benefits insurances and or any form of entitlements due
to all its employees under the law. No employer-employee relationship
exists between the Contractor and the employees of the Sub-Contractor
and the liability of the Contractor is limited only to the extent of this
Agreement entered into with the Sub-Contractor. The Sub-Contractor
shall, and agrees to assume all responsibilities as to its employees and
shall hold the Contractor free and harmless from any form of liability
thereof to all its employees;

4. Meetings/Conferences: The Sub-Contractor through his authorized

representative Mr./Mrs./Engr. __________________________, for the
specific project and scope of work, shall make themselves available and
be present to all meetings and conferences called upon by the
Contractor or the Owner of the project;

5. Warranty Period: The Sub-Contractor hereby undertakes and warrants

to replace and/or repair any defects on their completed works and to any
defects or discrepancies discovered by the Contractor and Owner
(Contractor’s Punch Lists) within a period of one year from the date of
the completion of the project;

6. Venue of Suit: It is hereby agreed upon by the parties that all actions,
controversies and legal suits that may arise from this Sub-Contractor
Agreement may be brought by the Contractor, as its option, before the
proper court/s in Cebu City, the Sub-Contractor hereby expressly waiving
any other venue.

IN WITNESS WHEREOF, the parties through their authorized representatives, have

hereunto set their hands and affixed their signatures this ____ day of _______,
20____, here at the City of _____________, Philippines.

MR. MICHAEL RACAZA MR. EDSEL L. FLORES

Contractor Sub-Contractor

Signed in the presence of:

__________________________ ___________________________
Witness Witness

REPUBLIC OF THE PHILIPPINES )

CEBU CITY ) S.S.

BEFORE ME, a Notary Public for in the City of Cebu, Philippines this
__________ personally appeared:

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Name Res. Certificate No. Date/Place of Issue

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

signed the foregoing Sub-Contractor Agreement which consists of _____ (____)
pages and they acknowledged to me that the same is their free and voluntary act
and deed and those of the Corporation represented.

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

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 20____.