SUBCONTRACT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

The Subcontract Agreement (the “Agreement”) made and entered into this _____day of
____________, 2019, in Marikina City, Philippines, by and between,

MMTB CONSTRUCTION SERVICES., a corporation duty organized and existing under by virtue of
the laws of the Republic of the Philippines with principal business address at RM. 5 Bayanihan
bldg., Otek st. Baguio City, hereinafter called the FIRST PARTY and represented in the act by its
Managing Director, Engr. Melchor T. Botigan;

-and-

IMELDA G. MAYANGAO, of legal age, married, with principal business address at NO.1350 carola
st.Sampaloc, Manila hereinafter called the SECOND PARTY .

WITNESS, That:

WHEREAS, the D.M. CONSUNJI, INC has engaged the FIRST PARTY as its
SUBCONTRACTOR to build below-indicated PROJECT under the herein terms and conditions mentioned;

WHEREAS, the FIRST PARTY hereby delegates the sub-contraction agreement with the SECOND
PARTY under the same terms and agreement with which the FIRST PARTY had with D.M. CONSUNJI, INC,
which are herein as follows;

WHEREAS, the FIRST PARTY desires to engage the services of a qualified and competent
company to undertake the Drainage – Slope Protection Works of the PROJECT;

WHEREAS, THE SECOND PARTY has represented that it is qualified and competent to render the
services required by the FIRST PARTY;

WHEREAS, by virtue of an offer and acceptance made by the parties herein, one with the other,
the FIRST PARTY hereby appoints the SECOND PARTY, and the SECOND PARTY accepts the appointment,
to perform the works embodied in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereto agree
as follows:

ARTICLE I – SCOPE OF WORK

The SECOND PARTY shall provide everything necessary for the proper and satisfactory
accomplishment and completion of the works but not limited to the Supply and Installation of
Rectangular and Trapezoidal Line Ditch of the PROJECT complete as per plans and specifications and shall
fully and faithfully perform all labor, provide the approved formworks materials, tools and equipment
and satisfactorily perform all work in connection with and related to the PROJECT, including detailed
supervision and management thereof, all said work being described in the plans and specifications
issued by the OWNER and/or the herein FIRST and SECOND PARTIES.

The SUBCONTRACTOR’S scope of work shall also include but not limited to the
following:

1. Drainage and Slope Protection Structures of CALAX Technical Specification and the DPWH
Standard Specifications (section 505.3.3) and to the lines, grades and dimensions shown on
the issued drawings.
2. Provisions of lifting and transportation equipment with capable Operator’s within the jobsite
for the movement of drainage and slope protections structures materials, whenever
necessary.
3. FOL including repair and maintenance of Subcontractor’s tools and equipment
4. All incidental expenses such as toll fees, per entry payment of trucks and truck ban permits
necessary to and from jobsite, if any
5. Compliance to applicable DMCI’s Standard Conditions for Subcontract Works (See Annex A)
6. Site clearing, excavation, rebar works, form works, pouring.

ARTICLE II – CONTRACT DOCUMENTS

The contract documents which form integral parts hereof shall include the following:

1. The Agreement and the agreement of the FIRST PARTY and D.M. CONSUNJI, INC.,
2. The “DMCI General Terms and Conditions of Subcontract” Revised 31 October, 2013.
3. The “CONTRACTOR’s/FIRST PARTY’s Letter of Award” dated 17 May 2019,
4. The “General Conditions of the Main Contract” between the FIRST PARTY and D.M.
CONSUNJI, INC.,
5. The “Dwg. Nos. 15-017_ H-11 Embankment Slope Protection Details for Drainage
Structures”,
6. The Dwg. Nos. 15-017_A-19 Alignment Technical Description SDSP-SD-H11_Subm-Calax-
Dwg-265”,
7. The “SUBCONTRACTOR’s (FIRST PARTY’s) Final Offer” dated 13 March 2019.
8. The “Standard Condition” in Annex “A”, and
9. The “Cost Breakdown” for billing purposes only,

(hereinafter the “Contract Documents”)

Each of the documents specified in the preceding paragraph complements as the other
documents comprising the Contract Documents. The contents of one document, though not contained
in the other, shall be considered contained in all.

ARTICLE III – CONTRACT AMOUNT AND PAYMENT

In the event that there are changes in the scope of work, either by altering, adding or deducting
from the works covered herein, the Contract Amount shall be adjusted accordingly using the quantity of
Lineal Meter and the agreed fixed unit rate of the contract. referred to in the attached Work Breakdown.

ARTICLE IV-COMPLETION PERIOD

The SECOND PARTY shall commence works upon issuance of the FIRST PARTY’s of DMCI’s
Notice to Proceed and shall complete and turn-over of its works as specified in the Scope of
Works on or before October 30, 2019, in accordance with the FIRST PARTY’s works
schedule, but not to exceed to a minimum duration of two (4) months, provided the FIRST
PARTY hands over the affected areas within the agreed time. Any unexcused delay incurred
shall be subject to liquidated damages equivalent to HALF of one-tenth (1/10) of one
percent (1%) of its Contract Amount per calendar day of Delay, but not exceeding an amount
equivalent to HALF of ten percent (10%) of the Contract Amount.

ARTICLE V-ARBITRATION

Any dispute arising out of, or in connection with this Agreement, including any questions
regarding its existence, validity or termination shall be referred to and finally resolved by
arbitration in accordance with the rules and procedures under Executive Order No. 1008,
otherwise known as the “Construction Industry Arbitration Law”. The place of arbitration
shall be Marikina City, Philippines.

Arbitration may be commenced prior to or after completion of the works, provided that
the obligations of the FIRST and the SECOND PARTY shall not be altered by reason of the
arbitration being conducted during the progress of the works.

ARTICLE VI-REPRESENTATIONS & WARRANTIES

Works covered by the scope of this agreement are warranted against faulty materials
and workmanship for period of one (1) year after hand-over of completed works to the FIRST
PARTY. Should any defect become evident in the Works, within the guarantee period due to
fault in material and/or workmanship, SECOND PARTY shall make all repairs and do all
necessary works to correct defective works to the FIRST PARTY’s satisfaction. Such repair and
corrective work shall be done by the SECOND PARTY at his exclusive expense and shall be
commenced within five (5) days after receipt of written notice of the FIRST PARTY. The
acceptability of the said corrective measures shall be mutually agreed upon by both the
FIRST PARTY and SECOND PARTY.
 The SECOND PARTY bind themselves to be solidarity liable to the FIRST PARTY ONLY up to
the extent of the CONTRACT AMOUNT and any and all damages and liabilities arising from or
related to the breach or default of the SECOND PARTY, up to the extent of all his properties,
real and personal.

The SECOND PARTY hereby represents and warrants that:

a. It is a company duly organized and validly existing under the laws of the Republic of
the Philippines;
b. It has full power and authority to enter, execute, and deliver this Agreement, to
perform its obligation hereunder and to consummate the transactions contemplated
hereby; (if applicable)
c. Its execution and delivery of this Agreement have been duly and validly authorized
by its Board of Directors and no other company action on its part or its stockholders
are necessary for this Agreement’s perfection and validity; (if applicable)
d. This Agreement has been duly and validly executed and delivered and constitutes a
legal, valid and binding obligation enforceable against it in accordance with its term;
and
e. Its execution and delivery of this agreement and the consummation of the
transactions contemplated hereby, does not and will not conflict with or result in a
violation or breach of any term and provision of its Articles of Incorporation, By-laws,
any law, rule and regulation, or any contract, agreement or instrument binding upon
it or its assets.
f. There is no litigation, claim or dispute pending, or to its knowledge threatened
against or affecting it or its properties, the adverse determination of which might
materially and adversely affect its financial condition or operations or impair its
ability to perform its obligation under this Agreement or any instrument or
agreement required hereunder;

ARTICLE VII – DATA PRIVACY PROTECTION

The parties agree to comply with the Data Privacy Act of 2012 (DPA) and its implementing Rules
and Regulations (IRR) with respect to any personal data (as the term is defined in the IRR) which the
parties have obtained or may obtain in connection with this Agreement. In particular, the parties agree
that they will not collect, use, store, and disclose any personal data except to the extent necessary for
the purpose of this agreement. Further, the parties agree to implement appropriate, physical, technical
and organizational measures as mandated in the DPA and its IRR, and to delete or return all personal
data after the end of this agreement, or at the instruction of their party’s Data Protection Office or its
equivalent.
 VIII– GOVERNING CLAUSES

In case of conflict between the provisions of this Agreement and the Contract Documents
forming as part hereof, the provisions of this Agreement shall prevail and deemed controlling followed in
importance and priority by the consecutively enumerated documents in Article II hereof.

IN WITNESS WHEREOF, The parties hereto have on the day and the month first above written,
hereunto set their hands at the bottom of this page and on the left hand margin of all pages of this
Agreement.

MMTB CONSTRUCTION SERVICES.

Represented in this act by its Managing Director:

ENGR MELCHOR T.BOTIGAN

IMELDA G. MAYANGAO
SECOND PARTY

SIGNED IN THE PRESENCE OF :

__________________________ ________________________

REPUBLIC OF THE PHILIPPINES)

ACKNOWLEDGMENT
 BEFORE ME, a Notary Public, for and in the City of __________________, this of
____________ 2019 personally appeared the parties and their witnesses with their respective
proof of identity with particulars written under their respective names above all known to me to
be the same persons who executed the foregoing instrument and hereby acknowledged to me
that the same is their free and voluntary act and deed which herein instrument consist of
nine(6) pages, including this page on which this acknowledgment has been signed by the parties
and their witnesses and sealed with my notarial seal.