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AGREEMENT FOR CONSTRUCTION WORK

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed in _______________, Philippines, this ____ day
of__________________, 20__, by and between:

ABC CONSTRUCTION CORP., a domestic corporation duly-

organized and existing under and by virtue of the laws of the
Republic of the Philippines, with principal address at 123 Palace
Avenue BF Homes, Las Pinas City, represented in this
Agreement by its President, LYNDON JOHNSON, hereinafter
referred to as the “OWNER”.

-and-

URBANBUILDERS, INCORPORATED, a domestic

corporation duly-organized and existing under and by virtue of
the laws of the Republic of the Philippines, with principal
address at PBM Bldg. # 33 DE LA RAMA, BF Homes,
Paranaque City, represented in this Agreement by its President,
MARIO CONTRERAS, hereinafter referred to as the
“CONTRACTOR”.

WITNESSETH, That:

ARTICLE 1
SCOPE OF WORK

1.1 The OWNER hereby engages the CONTRACTOR as an INDEPENDENT

CONTRACTOR, to supply labor, equipment and necessary supervision for the construction
and completion of a land development project relating to the PROPOSED JLO II located in
BF International CAA Balikatan (Near OB International School) BF Homes, Phase IV Las
Pinas City, Metro Manila. In this regard, the term “Land Development Project” refers to
construction works as laid out and defined in construction plans, technical specifications and
other Contract Documents indicated in Article 2 of this Agreement. Furthermore, the term
“Land Development Project” shall be referred to in this Agreement as “CONTRACTOR
WORKS.”
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1.2 The CONTRACTOR agrees and commits to diligently and promptly perform such
CONTRACTOR WORKS and strictly conform to the technical requirements specified and
detailed in the abovementioned construction plans, technical specifications and other Contract
Documents to be furnished by the OWNER to the CONTRACTOR. The CONTRACTOR
shall faithfully and completely furnish to the satisfaction of the OWNER all the labor and
equipment, the competent supervision, shop drawings, tools, plant and other requirements,
which are necessary for such prompt, diligent and adequate performance.

ARTICLE 2
CONTRACT DOCUMENTS

2.1 The following documents which are correspondingly marked as annexes hereto and
made integral parts hereof shall, except as modified by mutual agreement of the parties in
writing, form part of this Agreement:

2.1.1 Annex “A”: Scope of Works

2.1.2 Annex “B”: Construction Plans
2.1.3 Annex “C”: Owner Furnished Material

2.2 Other documents which are hereinafter mutually agreed upon and signed by the parties
hereto, whether said documents were prepared before or after the date of commencement of
this Agreement, shall form part of the Contract Documents and of this Agreement.

The execution by the CONTRACTOR of its obligations under this Agreement known as the
CONTRACTOR’S WORK shall commence on the date of receipt of the advance payment by
the CONRACTOR equivalent to fifteen per cent (15%) of the CONTRACT AMOUNT.

ARTICLE 3
PAYMENTS

3.1 The OWNER agrees to pay the CONTRACTOR a CONTRACT AMOUNT for the
satisfactory completion of the CONTRACTOR’S WORK in the amount of ELEVEN
MILLION NINE HUNDRED THIRTY-TWO THOUSAND PESOS (PhP11, 932,000.00) in
accordance with the estimates prepared by the CONTRACTOR and approved by the OWNER
in the manner provided for under the provisions of this Agreement, inclusive of payments for
VAT and other incidental taxes and fees.

3.2 The OWNER agrees to pay as ADVANCE PAYMENT to the CONTRACTOR an

amount equal to fifteen per cent (15%) of such CONTRACT AMOUNT which shall be ONE
MILLION SEVEN HUNDRED EIGHT NINE THOUSAND EIGHT HUNDRED PESOS
(PhP1,789,800.00).
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3.3 The CONTRACTOR shall promptly and diligently submit a progress billing in writing
to the OWNER every month until the completion of the CONTRACTOR WORKS. All
payments for such progress billings shall be subject to a ten per cent (10%) retention of the
amount to be paid for such periodic progress billing and a deduction of fifteen per cent (15%)
of the same amount to be paid as liquidation of the ADVANCE PAYMENT given until the
ADVANCE PAYMENT is fully satisfied and accounted for.

ARTICLE 4
DURATION OF CONTRACTOR WORKS

4.1 The CONTRACTOR shall promptly complete the CONTRACTOR WORKS within
TWO HUNDRED SEVENTY (270) calendar days from the date of receipt of the ADVANCE
PAYMENT inclusive of Sundays and Legal Holidays, but excluding time extensions, stand-
by-upon orders issued by the OWNER, force majeure and other causes enumerated in Article
6 hereof. Time extension are exclusively granted for causes enumerated in Articles 8 and 10
hereof. A time extension of three (3) days can only be granted twice to the CONTRACTOR
for any of the causes stated under Articles 8 and 10 hereof during the lifetime of this
Agreement, subject to mutual agreement of the parties.

ARTICLE 5
EXECUTION OF WORK

5.1 The CONTRACTOR shall promptly provide the OWNER with the schedule for the
construction and completion of such CONTRACTOR WORKS. Revisions to such schedule
can only be made with prior written consent secured by the CONTRACTOR from the
OWNER.

5.2 The CONTRACTOR shall promptly and diligently furnish the OWNER with written,
detailed and understandable monthly reports on the status of accomplishment of the
CONTRACTOR WORKS.

5.3 The CONTRACTOR shall promptly and strictly comply with all national laws and
local ordinances, the Labor Code of the Philippines, as amended, Social Security Laws and
other rules and regulations of the Philippines insofar as applicable to the due performance of
this Agreement. It shall pay all taxes and fees applicable to the due performance of
CONTRACTOR WORKS. It shall also maintain a program in compliance with such laws and
ordinances for the safety and well-being of its employees and laborers.

ARTICLE 6
FORCE MAJEURE AND OTHER CAUSES

6.1 The CONTRACTOR shall promptly notify the OWNER in writing of the occurrence
of any force majeure. “Force Majeure” shall mean earthquakes, volcanic eruptions, violent
typhoons, major civic commotion, unusually heavy rains, riots and other similar or analogous
occurrences and general or industry-wide strikes, to the extent that any of the same shall make
it impossible for the CONTRACTOR to execute, in whole or in part, its obligations under this
Agreement.
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6.2 In case of unusually heavy rains, which may cause flooding, or render the project site
muddy so as to make construction work impossible for the CONTRACTOR’S men and
equipment. In this regard, the CONTRACTOR shall religiously and faithfully keep a daily
weather chart.

6.3 If any event constituting force majeure should occur, the CONTRACTOR shall give
written notice to the OWNER within five (5) days after the occurrence, including a statement
describing the force majeure and its effect to the performance of this Agreement and the
schedule for the construction and completion of the CONTRACTOR WORKS.

6.4 Unless otherwise directed by the OWNER in writing, the CONTRACTOR shall
continue to undertake and diligently perform its duties and obligations set forth in this
Agreement notwithstanding the occurrence of any force majeure, provided that due
performance is practicable under the circumstances then prevailing.

6.5 Should the happening of force majeure cause a suspension of duties of the
CONTRACTOR, the parties shall agree on the period of time that this Agreement may be
extended which shall not be longer than the period equal to the period the CONTRACTOR
was prevented from performing its duties and obligations under this Agreement.

6.6 Should force majeure occur for a period of more than TEN 10 DAYS after written
notice thereof has been given to the OWNER, then either party may terminate this Agreement
by giving at least seven (7) days written notice to the other party. Upon receipt of Notice of
Termination, the CONTRACTOR shall make immediate steps to bring the CONTRACTOR
WORKS to a close in a prompt and direct manner and to reduce losses to a minimum as far as
practicable.

ARTICLE 7
WORKMANSHIP

7.1 Any part of the construction work agreed to by the CONTRACTOR under this
Agreement that has been done but is not of the workmanship quality as required and specified
under the aforementioned CONTRACT DOCUMENTS shall be rejected by the OWNER, and
it shall be removed immediately and rebuilt by the CONTRACTOR in accordance with the
technical specifications laid out in the aforesaid CONTRACT DOCUMENTS and shall be
exclusively and solely at the CONTRACTOR’S cost and expense.

7.2 Should the CONTRACTOR neglect or delay the re-execution of any of such faulty or
deficient construction work, the OWNER may, after a lapse of ten (10) days from the written
notice to the CONTRACTOR and without prejudice to any other remedy under this
Agreement or applicable laws and regulations, employ and pay other persons to make good
such deficiencies and/or faults and all direct and incidental expenses for the remaking and
completion of such faulty or deficient construction work shall be deducted from any amount
due the CONTRACTOR.
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ARTICLE 8
OWNER-FURNISHED MATERIALS

8.1 The quality of materials to be used for the construction work defined under this
Agreement must be of the best quality of their respective kind. For this purpose, the OWNER
shall furnish the specific materials not exceeding the quantities enumerated in Annex C
hereof, which quantities were based on the specifications given by the CONTRACTOR.

8.2 Upon acceptance of the delivery of such materials, the CONTRACTOR shall take full
responsibility for the safekeeping, warehousing and handling of such delivered materials, and
that any damage to or destruction of such materials in the possession of the CONTRACTOR
shall be for the sole and exclusive account of the CONTRACTOR.

8.3 Upon delivery of such materials, the CONTRACTOR has three (3) days within which
to test the quality and fitness of the materials delivered. With respect to deliveries of concrete
products, the CONTRACTOR shall be given a period of thirty (30) days to test the same. The
CONTRACTOR shall be deemed to have accepted the quality and fitness of such delivered
materials and items, if it fails to promptly notify the OWNER within the periods stipulated
herein of any defect in the quality and fitness of the materials and products thus delivered to
the CONTRACTOR.

8.4 The cost and responsibility for the testing of the fitness and quality of the materials
delivered by the OWNER shall be for the sole and exclusive account of the CONTRACTOR.

ARTICLE 9
LIQUIDATED DAMAGES

9.1 It is understood and agreed to by the parties herein that time is of the essence in this
Agreement. In the event that the CONTRACTOR refuses or fails to complete the
CONTRACTOR WORKS within the time herein specified or within the time extensions
granted by the OWNER, if any, the OWNER is hereby authorized to deduct the amount of
liquidated damages from any amount owing to the CONTRACTOR for services rendered or
to collect or charge such liquidated damages from the amount still owing to the
CONTRACTOR under this Agreement. However, no liquidated damages or any excess cost
shall be charged the CONTRACTOR when the delay in the completion of the construction is
due to unforeseen causes beyond the control and without fault or negligence of the
CONTRACTOR or to any causes directly attributable to the OWNER or to force majeure as
defined in Article 6.

9.2 The amount of liquidated damages to be paid by the CONTRACTOR shall be

determined by using the following formula:

LD = 1/10 (1%) (CP)

Where LD = Amount of Liquidated Damages for each Calendar Day

of delay

CP = Total Contract Price

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ARTICLE 10
CHANGES TO THE CONTRACTOR WORKS

10.1 Any order for the revision or alteration of the CONTRACTOR WORKS shall be in
writing and communicated by the OWNER to the CONTRACTOR, which shall be entitled to
claim reasonable compensation for the extra work over and above the CONTRACT PRICE.
The failure of the OWNER to reduce such order in writing shall not relieve it of responsibility
to pay reasonable compensation to the CONTRACTOR if the latter can fully liquidate and
account for the extra work performed by means of written memorandum thereof, or actual
demonstration of such extra work and other real evidence.

10.2 Subject to Clause 10.1 herein, the CONTRACTOR agrees that no claim for additional
services rendered by the CONTRACTOR to the OWNER shall be valid unless written notice
of the claim thereof is given by the CONTRACTOR to the OWNER not later than the last day
of the calendar month during which the extra construction work was performed.

10.3 The CONTRACTOR will make all claims for extra compensation and for extension of
time to the OWNER promptly in accordance with the said Article and consistent with the
Contract Documents.

10.4 The OWNER shall respond in writing to the claim for extra compensation on account
of the orders for the revision or alteration of the CONTRACTOR WORKS or supply of
additional materials within seven (7) days from date of the receipt of the written notice of
such claim; otherwise, it is deemed to have accepted the validity and correctness of the claim
unless such claim is disallowed by applicable laws, rules and/or jurisprudence. In case of
disagreement in writing, the parties shall meet to reconcile their differences and agree within
another seven 7 days on the amount properly due or owing to the CONTRACTOR.

ARTICLE 11
INDEMNITY

11.1 To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify and
hold harmless the OWNER and the Design Engineer for damages, losses and expenses,
including but not limited to attorney’s fees, for injuries of whatever kind or nature that may be
demanded from the said persons, by any third party, firm or entity arising out of or resulting
from the performance of the CONTRACTOR WORKS under this Agreement, provided that
any such claim, damages, loss or expense is: (1) attributable to bodily injury, sickness, disease
or death, or injury to or destruction of tangible property (other than the CONTRACTOR
WORKS itself) including the loss of use resulting therefrom; and, (2) is caused in whole or in
part by any negligent act or omission of the contractor or anyone directly or indirectly
employed by him or whose acts he may be liable regardless of whether it is caused in part by
a party indemnified hereunder. Such obligation shall not be interpreted to be negated or
abridged as to any party or person not described in this paragraph. The obligation under this
paragraph of the Contractor or any of his agents or employees directly employed by him or
anyone for whose acts he may be liable shall be limited for the amount and type of damages,
compensation and other employee disability benefits allowed by applicable laws and
regulations. However, the said obligation shall not extend to the liability of the Design
Engineer and Construction manager, his agents or employees arising out of: (a) the
preparation of approval maps, drawings, opinions, reports, survey, Change Orders, designs or
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specifications, or (b) the giving or failure to give directions or instructions, provided such
giving or failure to give is the direct cause of the injury or damage.

ARTICLE 12
INDEPENDENT CONTRACTOR

12.1 It is hereby agreed to and understood by the parties to this Agreement that no
employer-employee relationship exists between the OWNER and the laborers, workers,
employees and staff of the CONTRACTOR. The CONTRACTOR guarantees to the OWNER
that is has fully and satisfactorily complies with all the legal requirements and conditions
stated by applicable laws, regulations and jurisprudence to act as an independent contractor
under this Agreement and to perform all of its obligations and duties as such under this
Agreement.

12.2 The CONTRACTOR binds itself to protect and render harmless the OWNER from
any suit or liability resulting from claims of any nature, whether for death, injuries or damages
that may be suffered by CONTRACTOR’S workers arising from or in connection with the
performance of the CONTRACTOR WORKS. The CONTRACTOR shall at all times stand
solely and exclusively liable and/or responsible for compliance with all existing and
applicable laws, rules and regulations, and the CONTRACTOR agrees and binds itself to save
and hold the OWNER harmless from any and all liabilities in respect thereto or arising
therefrom, whether directly or indirectly.

ARTICLE 13
CONTRACTOR’S RESPONSIBILITY

13.1 The CONTRACTOR shall bear all losses and damages arising out of or in
connection with any accident which may happen to any person or persons by or on account of
the execution of the CONTRACTOR WORKS covered by this Agreement, which
responsibility shall continue until the final acceptance of the project by the OWNER. In this
regard, final acceptance of the Land Development Project as defined and specified under this
Agreement and the relevant Contract Documents indicated under Article 2 of this Agreement
shall be promptly expressed by the OWNER in writing. In this connection, the
CONTRACTOR shall provide all necessary safeguards, warning signs and all safety
precautions for all workers and third parties during the execution and implementation of the
CONTRACTOR WORKS.

ARTICLE 14
OPTIONS TO COMPLETE THE WORK

14.1 In case the CONTRACTOR at any time during the progress of the CONTRACTOR
WORKS, should fail to supply the needed equipment and workmen, the OWNER may, after
giving the CONTRACTOR a seven (7) day written notice, enter upon the Site and the Works,
and resume the construction work without however voiding or nullifying this Agreement and
the construction plants, temporary work, on Site and itself complete the said Works or employ
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any other developer, and deduct the cost of all the construction work thus performed by the
OWNER from the amount due the CONTRACTOR under this Agreement, or apply the
proceeds of sale of the construction plans and temporary works against such cost to complete
the amount of which will be determined and validated by the OWNER. However, this
stipulation shall not relieve or in any way diminish the responsibility of the CONTRACTOR
under this Agreement or affect the rights and powers conferred to the OWNER.

14.2 Nothing contained in this Article shall prejudice, impair or diminish the rights of the
CONTRACTOR to suspend the construction work in accordance with the Article 6 of this
Agreement.

ARTICLE 15
WARRANTY

15.1 The CONTRACTOR agrees to promptly make good without costs to the OWNER
any and all defects due to faulty workmanship and/or materials which may appear within the
guarantee or warranty period so established in the Contract Documents and such guarantee
shall be for a period of one year or THREE HUNDRED SIXTY-FIVE (365) days from the
date of compensation and acceptance of the project by the OWNER.

ARTICLE 16
TERMINATION

16.1 The OWNER shall have the right to terminate this Agreement after giving fifteen
(15) day written notice for any of the following causes:

16.1.1 Unsatisfactory progress of works resulting to a negative

slippage of fifteen per cent (15%) or more of
_________________________, taking into account all orders for
revision or alteration, force majeure and other valid causes for time
extensions, regardless of whether or not previous warning and notice
to improve performance has been issued to the CONTRACTOR.

16.1.2 Material breach of any provision of this Agreement by the

CONTRACTOR.

16.1.3 The CONTRACTOR has willfully violated any of the

material conditions, stipulations and covenants of this Agreement
and/or attachments hereto.

In the event of termination of this Agreement pursuant to the above-stated provision, any
amount owing to the CONTRACTOR at the time of such termination for services rendered
shall pay for losses incurred by the OWNER for non-performance of this Agreement. All
materials delivered pursuant to Article 8 shall be promptly surrendered by the
CONTRACTOR to the OWNER.
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16.2 The CONTRACTOR shall have the right to suspend construction work for the
project or terminate this Agreement by giving the OWNER a fifteen (15) day written notice
for any of the following reasons:

16.2.1 Construction work for the Project has to be stopped in

compliance with a lawful order of the national or local government or
any of its agencies, or by lawful order from the judicial courts.

16.2.2 The OWNER fails to perform its obligations under this

Agreement through no fault of the CONTRACTOR, including but not
limited to nonpayment of progress billings for a period exceeding
fifteen (15) days from the end of the period allowed the OWNER for
payment of validated billings.

16.3 In the event of termination pursuant to this Article, the CONTRACTOR shall be paid
for services rendered at the time of termination, including a reasonable amount consisting of a
demobilization fee.

ARTICLE 17
ARBITRATION

17.1 All claims, disputes and questions arising out of this Agreement or material breach
thereof may, upon mutual written agreement of the parties herein, be first submitted to and
decided by an Arbitration Panel in accordance with the Construction Industry Arbitration Law
(Executive Order No. 1008) under the Construction Industry Arbitration Commission (CIAC).
Such written mutual agreement to arbitrate shall be specifically enforceable under the
prevailing arbitration laws of the Republic of the Philippines and any arbitral award thus
rendered shall be entered and executed in accordance with applicable laws, regulations and
jurisprudence by a court having proper jurisdiction for such purpose.

17.2 Any suit arising out of this Agreement shall be exclusively and solely filed with and
tried by the proper judicial courts located at the City of Parañaque, Metro Manila.

17.3 The CONTRACTOR shall promptly and diligently execute and implement the
CONTRACTOR WORKS and maintain his work progress during any arbitration proceedings
conducted before such Arbitration Panel, and even while a case or a suit is pending before the
judicial courts involving claims or disputes arising from this Agreement.

IN WITNESS WHEREOF, the parties have hereunto affixed their hands on the date
and place first above written.

CITIBUILDERS, INCORPORATED FBCI CONSTRUCTION CORP.

By: By:

MARIO C. CRUZ LYDIA M. CARPENA

President President
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SIGNED IN THE PRESENCE OF:

_______________________________ _________________________________

AC KN OWLE D GE ME NT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public for and in Philippines this ______________ day of
________________, 20__, personally appeared the following:

Name CTC Date/Place of Issue

Mario C. Cruz _________________ _________________

Lydia M. Carpena _________________ _________________

Known to me and to me known to be the same persons who executed the foregoing
AGREEMENT FOR CONSTRUCTION WORK and they acknowledged to me the same are
their free and voluntary acts and deeds and that of the Corporations herein represented. This
Agreement consisting of ten (10) pages, including this page on which this Acknowledgment is
written, has been signed by the parties and their witnesses.

IN WITNESS WHEREOF, I have hereunto signed and sealed these presents at the
place and on date above written.

NOTARY PUBLIC
Doc. No. _________:
Page No. _________:
Book No. _________:
Series of 20__.