GENERAL CONSTRUCTION AGREEMENT

(INTERIOR FIT OUT RENOVATION OF NUTOPIA

SPA AND WELLNESS CENTER)
KNOW ALL MEN BY THESE PRESENTS:
This Agreement made and entered into this April 27, 2015 at
Mandaluyong City, Philippines by and between:

NUTOPIA SPA AND BARBER, a duly registered

Business entity, organized and operating under Philippine
Laws, located at Grd. Flr. Valero Plaza, Salcedo Village,
Makati City, represented by MR. BORIS LEVA and MRS.
RUSSELL LUCKY LEVA, Owners of NUTOPIA SPA AND
BARBER and NUTOPIA SPA AND WELLNESS CENTER,
therein referred to as the OWNER;
And

ARCHIDECS
INTERIORS
/DESIGNS
An
Architectural
and
Engineering
Consultancy
and
Construction company duly organized and existing under the
laws of the Republic of the Philippines, with principal
address at Unit 5F, Anaheim Tower 3, California Garden
Square, Barangay Highway Hills, Mandaluyong City
represented herein by its President/General Manager ARCH.
MICHAEL F. LUGA, herein referred to as the
"CONTRACTOR"
WITNESSETH: That

WHEREAS, the OWNER / CLIENT has decided to construct and

implement the FITOUT RENOVATION OF THE NUTOPIA SPA AND
WELLNESS CENTER herein referred to as the PROJECT, located at ;
WHEREAS, the CONTRACTOR has accepted the said PROJECT
under set terms and conditions;
NOW, THEREFORE, for and in consideration of the foregoing
premises the parties hereby agree as follows.
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ARTICLE I
SCOPE OF WORK
1.1 The CONTRACTOR, in consideration of the payment of a sum of money
hereinafter specified to be made the CLIENT to the CONTRACTOR, shall
perform and accomplish INTERIOR FIT OUT RENOVATION OF NUTOPIA SPA
AND WELLNESS CENTER in accordance with and as described by the pertinent
plans, specifications, the General Conditions, and other Contract Documents
herein attached and incorporated and make an integral part of this Agreement.
The CONTRACTOR shall
permits/licenses,(conformed) labor
facilities needed for the satisfactory
aforesaid PROJECT in accordance
Documents and this Agreement.

provide all the necessary plans,

equipment, materials, tools and other
performance and accomplishment of the
with and as described in the Contract

1. CONCRETE WORKS:
Concrete topping on existing slab to attain
required floor elevation prior to installation of Porcelain Floor Tiles
(verify Tile Works for type and specified floor tile profile)
2. MASONRY WORKS:
Restoration and Interior Masonry works
for the proposed Shower room, Jacuzzi room, and private rooms
3. CARPENTRY WORKS:
Installation of finished / fabricated builtin cabinets to place on all massage rooms / cubicles; Installation
of the fabricated reception counters; Installation of the fabricated
trellis / pergola located at the wellness center main entrance;
Installation and Fabrication of Bi-Folding partitions between
cubicles
4. ELECTRICAL WORKS: Rewiring of the existing electrical system due
to relocation of lighting fixtures and some convenience outlets;
installation of owner supplied lighting fixtures; Installation of Owner
supplied devices (switches, Outlets, water heaters, etc.)

5. PLUMBING WORKS:
Installation of plumbing and sanitary pipe stub
outs for the renovated Private rooms, Jacuzzi room, Shower rooms, and
floor drains; water proofing for the Private rooms; Redesign and
reinstallation of Plumbing and Sanitary system for the Laundry room

6. PAINTING WORKS:
Wellness Center

Repainting of the Interiors and Exteriors of the

7. AUXILLIARIES:
Installation of the following hardware and
architectural auxiliaries: Locksets, Top rails for the Bi-Folding partition
between cubicles, Relocation of the Roll-up shutter door on the main
faade, Installation of the Owner supplied Split-type air-conditioning
system
8. ARCHITECTURAL FINISHES: Installation of porcelain floor tiles
at
Common areas, hall ways, Installation of Marble wall and floor
cladding polished or glazed accordingly. Installation of Glazed Porcelain
floor tiles (verify Architects and Owners tile profile and color scheme
preference)
1.2 Any part of the project may be deleted by the CLIENT on account of
restriction and/or budgetary limitations on its part. For this reason, the
CONTRACTOR shall not be entitled to any claims against the CLIENT by
reason of such deletion and shall give a corresponding credit for the work
cancelled.
ARTICLE II
THE CONTRACT DOCUMENTS
2.1 The Contract Documents, which are attached and incorporated into
and made integral parts hereof are the following:
a) Approved Agency Estimate
b) Approved Plans and Specification
2.2 These documents are hereby acknowledged by the parties hereto to be
Integral parts of this Agreement, provided that all annexes and/or addenda
to these Contract Documents are signed by both parties.
2.3 In the event that there are terms, conditions and stipulations
contained in the Contact Documents which are not provided for in this
Agreement, the same are deemed incorporated into the latter. In case of
doubt or conflict between and among any or some items or provisions of
and/or in the other plans general conditions. specifications and the other
documents comprising the Contract Documents, and between and among
any of the foregoing and those of this Agreement, the same shall be referred
by the CONTRACTOR to the CLIENT for proper clarification and guidance
with the end in view of giving efficacy to the terms of this Agreement.
2.4

Should the CONTRACTOR notice, or be aware, or have knowledge of

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any error, omission, mistake, ambiguity or discrepancy in any of the

Contract Documents, the CONTRACTOR shall immediately notify the
CLIENT who shall, after consultation with the proper parties, make a
determination in writing, without delay, as to the necessary corrections at
its sole discretion.
2.5. The CONTRACTOR shall not make any change or alterations in the
plans, general conditions and specifications without the prior written
approval of the CLIENT. Any unauthorized change or alteration made shall
be for the account or expense of the CONTRACTOR. A mere act or tolerance
shall not constitute approval or waiver on the plans of the CLIENT.
ARTICLE III
CONTRACT PRICE
3.1 For and in consideration of the performance and accomplishment of
the work which the CONTRACTOR has agreed to perform and accomplish
under this Agreement, the CLIENT shall pay the CONTRACTOR the total
amount of Nine Hundred Thirty Two Thousand Nine Hundred Nineteen
and 100/62 (Php. 932,919.62) Philippine Currency, to be paid in the
manner hereinafter set forth. Included in said contract price are provisions
for the payment of all applicable taxes, licenses and other legal fees;
Provided, that should there be any exemption in the payment of any of these
taxes, licenses and other fees such exemptions shall be credited to the
CLIENT.
ARTICLE IV
TIME OF COMPLETION
4.1 The CONTRACTOR shall perform and complete to the satisfaction of
the CLIENT for FINAL ACCEPTANCE as hereinafter provided, the work
subject of this Agreement within SIXTY (60) CALENDAR DAYS reckoned
from the time this Agreement is perfected and effected, unless an extension
of time is authorized approve in writing by the CLIENT.
4.2 Time being of the essence of this Agreement, the completion period
herein stipulated may be extended only for any of the following causes not
attributed to the fault of the CONTRACTOR, namely: typhoons, fires,
earthquakes, other forms of force majeure, natural work stoppage or
suspension, orders of competent authority civil disorder, and such other
similar and analogous causes.
4.3 The lawful occupation by the CLIENT of any completed portion of the
PROJECT subject to this Agreement shall not be deemed a waiver of
whatsoever rights and/or remedies the CLIENT may have or its entitled
under the law and/or under the terms and conditions of this Agreement nor
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shall it diminish whatever liability the CONTRACTOR may incur for the
liquidated damages provided herein with respect to the delays in the
construction of the other portions of the subject PROJECT.
ARTICLE V
MODE OF PAYMENT
5.1 The CLIENT shall pay the CONTRACTOR progress payment based on
monthly billings of the CONTRACTOR on actual works accomplished.
5.2 The CONTRACTOR may, upon written request which shall be
submitted together with the Contract Documents, ask the CLIENT for an
advance payment equivalent to thirty percent (30%) of the total Contract
Price. thereafter succeeding refunds in proportion to the CONTRACTOR'S
accomplishment shall be paid from the CONTRACTOR'S monthly progress
billings until the amount of advance payment shall have been fully
liquidated. The CONTRACTOR may, upon written request, reduce the
amount of its standby letter of credit corresponding to the amounts
refunded under the Monthly Certificate of Refund of the Advance Payment.
30% Downpayment upon confirmation and contract signing
30% Upon reaching 30% completion
Dismantling works and Hauling of excess debris
Disconnection and roughing ins of the electrical system
Demolition of Masonry walls at the proposed Private room
Chipping works for the electrical and plumbing works
Installation of board ups or perimeter wall temporary site
enclosure
30% Upon reaching 60% completion
Relocation of the Roll-up shutter doors
Installation / Construction of the interior masonry wall at the
private room
Installation of the Bi-folding partition wall top rails and its
accessories / appurtenances
60% completion of Tile installation
60% Completion of the Electrical system renovation
60% Completion of the Plumbing and Sanitary system
renovation / relocation
5% Upon completion of project construction and demobilization
5% Upon full acceptance
5.3 Final payment shall be made by the CLIENT to the CONTRACTOR
within a reasonable period after full completion of the construction
PROJECT. subject of this Agreement and upon FINAL ACCEPTANCE of the
same by the CLIENT and upon submission by the CONTRACTOR of its own
sworn statement certifying that all taxes due from it and all obligations for
materials used and labor employed in connection with this Agreement have
been fully and duly paid.
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5.4No payment made hereunder by the CLIENT shall be construed as a

waiver of any claim by the CLIENT for any defect in the work completed.
5.5 The CONTRACTOR, by accepting final payment, shall be deemed to
have waived all claims except those that he has previously made in writing,
and which remain unsettled at the time of FINAL ACCEPTANCE.
6.7

All payments herein shall be made in Philippine Pesos.

ARTICLE VI
INSURANCE

8.1 The Contract Price includes the insurance premium for standard
Builders Risk, Commercial General Liability, Workers Compensation
Insurance amongst others to protect the CLIENT against all claims for
damages for personal injury including death, and claims for damages of
CLIENTs property and adjoining property which may arise from operations
pursuant to this Agreement, subject to the approval of the CLIENT as to the
adequacy of protection and reliability of insurance company. The cost of
such insurance shall be borne and paid for by the CONTRACTOR and the
policy therefore shall be delivered to the CLIENT as beneficiary
ARTICLE VII
WORK CHANGES
9.1 The CLIENT may at any time during the construction period, order a
change or changes in the work being performed; Provided that, in such case,
any increase, or decrease in the CONTRACT PRICE mentioned in Article III
hereof shall be subject to a proportionate adjustment agreed upon by both the
CLIENT and the CONTRACTOR in writing. In the event that the alterations
and changes in the work mentioned herein shall affect the contract period,
extensions thereof shall be subject to a proportionate adjustment which
shall also be put in writing. Such changes in work and extensions of time
shall be valid and binding only if and when reduced to writing and signed by
the CLIENT and the CONTRACTOR.
ARTICLE VIII
WORK STOPPAGE
8.1 The CONTRACTOR shall, upon written order of the CLIENT, suspend
the work or any part thereof for such time or times as the CLIENT may
consider necessary, such as for the purpose of revising and adjusting plans
and/or specifications, and shall during suspension properly protect and
secure the work so far as necessary in the opinion of the CLIENT.
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8.2 Time extension shall be granted and/or any extra cost incurred by the
CONTRACTOR in complying with instructions of the CLIENT under this
Clause shall be paid by the CLIENT unless such suspension is:
a) otherwise provided for this Agreement, or
b) necessary for the proper execution of the work, or
c) caused by any condition affecting the safety or quality of work, or
d) by some default on the part of the CONTRACTOR
ARTICLE XI
FINAL ACCEPTANCE
11.1 The CLIENT shall issue a certificate of FINAL ACCEPTANCE to the
CONTRACTOR, upon satisfactory completion of the PROJECT. Minor
defects discovered in the final inspection shall be corrected within fifteen
(15) days from final acceptance. Other-wise, the guarantee bond shall be
forfeited.
11.2 Before issuance of the CERTIFICATE OF ACCEPTANCE, the
CONTRACTOR shall submit a sworn statement that all payrolls, materials,
bills and other indebtedness and obligations for the work have been fully
and duly paid. Any claim filed by any party arising from the Agreement shall
be sufficient reason for the CLIENT from withholding any payment due to
the CONTRACTOR.
Notwithstanding all of the foregoing, the FINAL ACCEPTANCE of the
CLIENT shall not relieve the CONTRACTOR of any liability for any defect in
the work.
After final acceptance, in no case shall the CONTRACTOR, its
representatives, personnel, or sub-contractors, continue occupying the
premises and its surroundings.
ARTICLE XIII
RESPONSIBILITIES OF CONTRACTOR
13.1 The CONTRACTOR'S duties in connection with the PROJECT are as
follows:
a)Supervising Construction:
i) The CONTRACTOR shall be solely responsible for.. all constructions
works under this Agreement pursuant to the pertinent plans and
specifications including the techniques, sequences, procedures and
means and the coordination of all works.
ii) The CONTRACTOR shall, at the CONTRACTORS's own cost and
expense, be responsible for the unloading, unpacking and inspection
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of all CONTRACT -furnished materials, machinery and equipment

delivered to the construction site, and shall also be responsible for
the storage, control, transportation, safekeeping and any other
necessary arrangement of such materials and machinery and
equipment within the site.
iii) The CONTRACTOR shall continuously maintain adequate protection
of all property located on the construction against damage, robbery
and pilferage, and shall be responsible for such damage or loss, if
any.
b) Furnishing, labor, other specified and agreed supplied materials, etc.
i) The CONTRACTOR shall provide and pay for all labor, materials,
and equipment, including tools, construction equipment, machinery,
utilities including power and water, transportation and all other
facilities and services necessary for the proper completion of the
work on the PROJECT
ii) All employment taxes, payments and contributions imposed by laws,
acts regulations or trade contracts on the compensations (wages,
salaries, or others) paid to or for the employees of the CONTRACTOR
relating to the PROJECT including, but not limited to, withholding
taxes, disability insurance, social security, sick leave, holiday,
vacation and other social benefits.
c)

Complying with Construction Laws and Regulations;

The CONTRACTOR shall comply with all laws, acts, ordinances and
the rules, regulations, or orders of all public authorities relating to
the performance of the work herein.
ii) If the CONTRACTOR finds that any part of the Contract Document is
contrary to such laws, acts, or regulations, the CONTRACTOR shall
immediately notify the CLIENT to that effect in writing and shall
comply with the instructions to be given by the CLIENT.
iii) All expenses Incurred in preparing additional as-built drawings
required to conform to the national and local regulations and in
securing the approval of such documents of the pertinent
governmental authorities shall be borne by the contractor.
i)

d)
Assuming responsibility for Negligence of Employees and Sub Contractor;
i) The CONTRACTOR assumes full responsibility for acts, negligence
and
omissions of all its employees on the PROJECT, for those of its
subcontractors and their employees and for those of all other persons
doing work under this Agreement with the CONTRACTOR.
ii) It is expressly and manifestly understood and agreed that all
employees and/or workers/laborers of the CONTRACTOR are not
employees and/or workers laborers of the CLIENT. Neither is there an
employer employee relationship between the CLIENT and the
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CONTRACTOR, direct or indirect.

iii) In the performance of the work subject of this Agreement the
CONTRACTOR shall observe all labor laws, rules and Regulations
promulgated by the government of the Republic of the Philippines
and by the Department of labor and Employment, and shall be
personally, fully and solely liable for any and all violations of the
same.
13.2 Indemnity and Held Harmless Agreement
a.) The CONTRACTOR shall take all the necessary precautions for the
safety of its employees and shall comply with the applicable
provisions of the safety laws and the Building Code of the
Philippines to prevent accidents and/or injuries to all persons in or
about or adjacent to the premises where the work is being
performed. The CONTRACTOR shall be solely and exclusively
responsible for any liability that may arise there from and for any
claim whatsoever. Should any such employee, worker/laborer or
other person or entity sue or file any action, whether civil or
criminal, against the CLIENT on the theory that the CLIENT is the
employer of such employee. worker/laborer or other person or
entity, the CONTRACTOR shall assist the CLIENT in defending
this Agreement as the one which establishes the CLIENT and the
CONTRACTOR the relation of owner and independent contractor
its employees, agents, representatives or sub-contractors. The
CONTRACTOR should hold the CLIENT free and harmless from,
and hereby binds and obligates itself to indemnify the CLIENT for
any and all liabilities, loses, damages, injuries including death,
claims, demands, suits, proceedings, judgment, awards, fines,
penalties and all expenses, legal or otherwise, of whatever kind and
nature arising from and by reason of this Agreement due to the
fault, negligence, act, omission, delays, conduct breach of trust of,
or non-observance or violation of the Agreement and/or any of its
employees, agents, representatives or sub-contractors.
ARTICLE XIV
TERMINATION CLAUSE
14.1 Any provision to the contrary notwithstanding, the CLIENT has the
right to terminate, cancel, and/or rescind this Agreement without need of
judicial intervention by giving at least thirty (30) (amenable number of days)
days prior written notice to the effect upon the CONTRACTOR which notice
shall be final and binding on all the parties, In such event, the CLIENT may
take over and continue the PROJECT. and the contracts and agreements
entered into by the CONTRACTOR with sub-contractor or third parties
which the CLIENT, in its discretion, may want to assume. In such
eventuality, the said sub-contractor or agreements, of any, are hereby
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assigned to the CLIENT. For this purpose, the CONTRACTOR hereby agrees
and obligates itself to incorporate or caused to be incorporated in any
contract or agreement with sub-contractor or third parties which is
connected with or related to the performance of any or all of the
CONTRACTOR'S obligations and undertakings hereunder, a stipulation
providing for its assign ability to and assumption by the CLIENT at the
option of the CLIENT.

ARTICLE XVI
SEPARABILITY 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. The parties hereby agree to amend or modify in writing any
Agreement provision, which have been declared invalid or contrary to law to
conform with the subject and objective thereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seal on this page and on the left hand margin of each and every
page of this Agreement this 27th day of April 2015 at Mandaluyong City,
Philippines.

By:

By:

ARCH. MICHAEL F. LUGA

MR. BORIS LEVA AND MRS RUSSELL

LUCKY LEVA
OWNER

CONTRACTOR

SIGNED IN THE PRESENCE

________________________________

________________________________

ACKNOWLEDGEMENT
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REPUBLIC OF the PHILIPPINES

___________________________s.s
BEFORE ME a NOTARY PUBLIC for and in
Philippines, this________day of ___________, personally
appeared:

Name

CTC. No.

Date/Place Issued

AR. MICHAEL F. LUGA

____________________

23327052
_____________________

02/04/15
___________________

MR. BORIS LEVA

____________________

_____________________

___________________

MRS. RUSSELL LUCKY LEVA

____________________
______________________

___________________

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

foregoing instrument and they acknowledged to me that the same is their
free and voluntary act and deed and that of the entities they respectively
represent.
This instrument, consisting of eleven (11) pages including this page
whereon this Acknowledgement is written, refers to a General Construction
Agreement signed by the parties together with their instrumental witnesses
on each and every page thereof
WITNESS MY HAND AND SEAL on the date and place above written.

Doc. No. ________

Page No.________
Book No. ________
Series of ________

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