Sub-Contract Agreement between LAP GLOBAL CONSTRUCTION

SUB-CONTRACT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT is made and entered into this 14th day of November, 2024
In San Jose, Nueva Ecija, Philippines, by and between:

_____________________, a company duly organized and existing in

accordance with Philippine laws, with business address at B65, Lot 12,
Kayumanggi St., Karangalan Village, Cainta, Rizal, represented herein
by its Owner, ENGR. SHERWIN S. LOMIBAO, hereinafter referred to as
the "GENERAL CONTRACTOR".

-and-

_______________________________________________ , a sole
proprietorship duly organized and existing in accordance with
Philippine laws, with business address at , represented herein by its
_______________________________________________________
, _________________________ _________________________,
hereinafter referred to as the "SUB-CONTRACTOR".

(Also referred to as "PARTY", individually and "PARTIES”, collectively)

WITNESSETH: That
WHEREAS, the G E N E R AL CONTRACTOR was awarded the general
construction of a Proposed Twelve-Storey Housing Project ("PROJECT") and to be
constructed in Brgy. Culaylay, San Jose, Nueva Ecija, owned by J3MS CONSTRUCTION,
("OWNER");

WHEREAS, the GENERAL CONTRACTOR engaged the services of the SUB-

CONTRACTOR to undertake and do the works required for the PROJECT;

WHEREAS, the SUB-CONTRACTOR accepted the engagement in accordance

with the terms and conditions herein contained; and

NOW, THEREFORE, the GENERAL CONTRACTOR and the SUB-

CONTRACTOR, for and in consideration of the foregoing and the stipulations herein set
forth, hereby agree as follows:

Article 1
SCOPE OF WORK FOR THE PROJECT

1.01 Project Scope The SUB-CONTRACTOR shall supply materials, skilled

labor, tools, and equipment for the PROJECT.

The foregoing scope and materials were itemized and specified in detail,
including their pricing as contained in the attached Purchase Order ("PO") bearing No.
_____________ dated ___________ 2024, which forms part of this Agreement as

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ANNEX " C ". It is understood that all other POs that may be validly executed, after
the signing of this Agreement, relative to this engagement, shall form part of this
Agreement.

Article 2
SUB-CONTRACTOR'S OBLIGATIONS

2.01 Sub-Contractor's General Obligations The SUB-CONTRACTOR shall

execute and complete the Works in accordance with the Agreement.

The SUB-CONTRACTOR shall provide the personnel, goods, consumables, and

other things and services, whether of a temporary or permanent nature, required in and
for the execution and completion of the Works.

2.02 Sub-Contractor's Representative The SUB-CONTRACTOR shall appoint

the SUB-CONTRACTOR's Representative and shall give him/her/it all authority
necessary to act on the SUB-CONTRACTOR's behalf under the Agreement.

2.03 Sub-Contractor's Equipment The SUB-CONTRACTOR shall be

responsible for all the SUB-CONTRACTOR's Equipment. When brought on to the Site,
the SUB-CONTRACTOR's Equipment shall be deemed to be exclusively intended for the
execution of the Works.

2.04 Protection of the Environment The SUB-CONTRACTOR shall take all

reasonable steps to protect the environment (both on and off the Site) and to limit damage
and nuisance to people and property resulting from pollution, noise, and other results of
its operations.

2.05 Security of the Site Unless otherwise stated:

(a) the SUB-CONTRACTOR, together with the GENERAL CONTRACTOR, shall be

responsible for keeping unauthorized persons off the Site; and

(b) authorized persons shall be limited to the SUB-CONTRACTOR's Personnel and the
GENERAL CONTRACTOR's Personnel; and to any other personnel notified to the SUB-
CONTRACTOR, by the GENERAL CONTRACTOR, as authorized personnel of the
GENERAL CONTRACTOR's other contractors on the Site, if any.

2.06 Sub-Contractor's Operations on Site The SUB-CONTRACTOR shall

confine its operations to the Site, and to any additional areas which may be obtained by
the SUB-CONTRACTOR and agreed by the GENERAL CONTRACTOR as working
areas. The SUB-CONTRACTOR shall take all necessary precautions to keep the SUB-
CONTRACTOR's Equipment and SUB-CONTRACTOR's Personnel within the Site and
these additional areas, and to keep them off adjacent land.

During the execution of the Works, the SUB-CONTRACTOR shall keep the Site free from
all unnecessary obstruction, and shall store or dispose of any SUB-CONTRACTOR's
Equipment or surplus materials. The SUB-CONTRACTOR shall clear away and remove
from the Site any wreckage, rubbish, and Temporary Works which are no longer required.

Upon the issue of a Taking-Over Certificate, the SUB-CONTRACTOR shall clear away
and remove, from that part of the Site and Works to which the Taking-Over Certificate
refers, all SUB-CONTRACTOR's Equipment, surplus material, wreckage, rubbish, and
Temporary Works. The SUB-CONTRACTOR shall leave that part of the Site and the
Works in clean and safe condition. However, the SUB-CONTRACTOR may retain on Site,

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during the Defects Liability Period, such Goods as are required for the SUB-
CONTRACTOR to fulfill obligations under the Agreement.

2.07 Sub-Contractor's Duty to Remove Surplus Materials and Rubbish Upon

the completion of the PROJECT, the SUB-CONTRACTOR shall immediately thereafter
remove all surplus materials and rubbish from the premises, unless prevented by any
unavoidable cause or causes in which case the GENERAL CONTRACTOR shall give the
SUB-CONTRACTOR a reasonable period within which to do so.

2.08 Safety Precautions The SUB-CONTRACTOR shall take all necessary

precaution for the public safety of its employees and workmen on the site. The SUB-
CONTRACTOR shall, at all times, require its workers to wear hard hats, safety boots,
uniforms (T-shirt), and identification cards to prevent accidents and for proper
identification.

2.09 Sub-Contractor's Duty to Comply with Laws The SUB-CONTRACTOR

shall comply with all the laws, ordinances, and rules and regulations of both the national
and local government which had been passed or may have been passed before the
completion of the PROJECT, applicable to and/or binding upon the parties hereto, the
works covered by this Agreement, or the persons engaged in the performance and
accomplishment of the work covered by this Agreement.

2.10 Sub-Contractor's Duty to Comply with Construction Regulations and

Sanitation Rules The SUB-CONTRACTOR shall comply with all the construction
regulations and sanitation rules imposed by appropriate agencies, whether public or
private having jurisdiction thereon.

Article 3
RIGHTS AND RESPONSIBILITIES OF THE GENERAL CONTRACTOR

3.01 Variation Order / Change Order The GENERAL CONTRACTOR may,

without invalidating this Agreement or without need of termination of this Agreement, at
any time, by written order addressed to the SUB-CONTRACTOR, make specific changes
in or additions to the work to be done under this Agreement. If any such change/s shall
cause an increase or decrease in the work to be accomplished, a corresponding equitable
adjustment in the Contract Price, as well as in the completion period, shall be made upon
mutual agreement of the parties. Such changes in or additions to the work to be done
under this Agreement shall not be deemed a novation of this Agreement.

3.02 Indemnification by the General Contractor The GENERAL

CONTRACTOR shall indemnify and hold harmless the SUB-CONTRACTOR, the SUB-
CONTRACTOR's Personnel, and their respective agents, against and from all claims,
damages, losses, and expenses (including legal fees and expenses) in respect of (1)
bodily injury, sickness, disease or death, which is attributable to any negligence, willful
act or breach of the Agreement by the GENERAL CONTRACTOR, the GENERAL
CONTRACTOR's Personnel, or any of their respective agents; and (2) the matters for
which liability may be excluded from insurance coverage.

3.03 Monitoring of the Safety and Security of the Sub-Contractor's Workers

It shall be the primary duty of the GENERAL CONTRACTOR to supervise and monitor
the safety and security of the SUB-CONTRACTOR's workers and personnel. Towards
this end, the GENERAL CONTRACTOR shall deploy a sufficient number of safety officers
in favor of the SUB-CONTRACTOR.

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Article 4
CONTRACT TIME, COMPLETION DATE,
AND EXTENSION

4.01 Contract Time The SUB-CONTRACTOR shall complete the PROJECT and
all the works under this Agreement within THREE HUNDRED SIXTY FIVE (365) calendar
days from receipt of down payment of Twenty Percent (20%) of the Total Contract Price
or from Day 1 of the mobilization, whichever comes later.

In case the SUB-CONTRACTOR encounters any justifiable cause or reason for

delay, the SUB-CONTRACTOR shall, within seven (7) calendar days after
encountering such cause of delay, submit to the GENERAL CONTRACTOR a written
request for time extension. The grant of such request for time extension, whether express
or implied, shall be deemed as a waiver of whatever penalties may be imposed.

Article 5
CONTRACT PRICE AND MANNER OF PAYMENT

5.01 Contract Price The GENERAL CONTRACTOR shall pay the SUB-
CONTRACTOR, in consideration for the performance and accomplishment of all the
obligations specified in Article 1 hereof which the SUB-CONTRACTOR agreed to
undertake, perform, and accomplish under this Agreement, the cost of __________
______________________________________________________________________
(PHP _________________). The contract price shall be payable in the manner
hereinafter provided.

5.02 Manner of Payment The contract price may be altered or adjusted due to
any fluctuations in prices of materials, labor and equipment, or for any cause or reason
whatsoever, including government-mandated wage increase. Upon the execution of this
Agreement, the GENERAL CONTRACTOR shall pay the SUB-CONTRACTOR a down
payment equivalent to Twenty Percent (20%) of the Total Contract Price , before or by
the _____________, 2024.

The terms of payment are as follows: (1) 20% Down Payment; (2) Balance
through Progress Billing of Seventy Percent (70%) every two (2) weeks to one (1)
month; and Retention of Ten Percent (10%).

5.03 Progress Billing The SUB-CONTRACTOR shall submit to the GENERAL

CONTRACTOR, progress billing based on actual accomplishment of the various phases
of the PROJECT. The GENERAL CONTRACTOR shall evaluate the progress billing
together with the billing documents and shall pay every 2 weeks to 1 month.

5.04 Payment for Materials Delivered It is likewise hereby understood that, upon
every delivery by the SUB-CONTRACTOR of the materials to the Site, the GENERAL
CONTRACTOR shall immediately pay the SUB-CONTRACTOR based on the agreed
percentage x the material cost and such agreed amount shall be included in the next
nearest schedule billing period.

5.05 Modification of Scope of Work Should the GENERAL CONTRACTOR

require the SUB-CONTRACTOR to perform additional work or extra work or to reduce
any work, the costs of such additional and/or reduced work shall be added to or deducted
from, as the case may be, the Contract Price.

5.06 Change in the Complete Work Package The GENERAL CONTRACTOR

may, at any time, order and / or make changes in the Complete Work Package, provided

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that any increase or decrease in the Contract Price shall only be made upon agreement.
If the alteration / change made by the GENERAL CONTRACTOR shall affect the Contract
period, any adjustment in the Contract period shall only be made upon agreement.

5.07 Costs and Expenses Above the Contract Price All costs and expenses
above the Contract Price shall be reimbursed by the GENERAL CONTRACTOR to the
SUB-CONTRACTOR, provided that this additional shall be justifiable and has complete
attachments or other wise treated as Variation Order.

5.08 Effect of Initiating the Change Order If the Change Order is upon the
initiative of the GENERAL CONTRACTOR without the fault of the SUB-CONTRACTOR,
then the GENERAL CONTRACTOR shall pay the SUB-CONTRACTOR what is due it.

5.09 Mode and Medium of Payment The GENERAL CONTRACTOR shall pay
the SUB-CONTRACTOR through the latter's bank account, particularly as follows:

____________________________________________________________

Article 6
TAXES, DUTIES, AND FEES

6.01 Responsibility for Taxes, Duties, and Fees All taxes, including Value-
Added Tax, duties, and fees of whatever nature connected with, or related to, this
Agreement and which may be due and payable, or for withholding, on tools, equipment,
labor, materials, plants, supplies, and other facilities necessary for the performance and
accomplishment of the PROJECT, shall be the responsibility of either the GENERAL
CONTRACTOR or the SUB-CONTRACTOR, depending on the circumstances. The
GENERAL CONTRACTOR shall give all the necessary notice/s and obtain the necessary
permit/s, clearance/s, or approval from the proper authority/ies in respect of the
PROJECT.

6.02 Application for Permits and Licenses The GENERAL CONTRACTOR

shall be directly responsible to secure the following:

i. Barangay Clearance;
ii. Locational / Zoning Permit;
iii. Building Permit, including Sanitary, Fire, Mechanical, Electrical
Clearances; and
iv. All other necessary and pertinent permits, clearances, and documents.

It is understood that the respective fees securing the pertinent permits /

clearances shall be for the account of the GENERAL CONTRACTOR. Further, in the
event that other permits and clearances may be required, which are not mentioned, the
GENERAL CONTRACTOR shall facilitate the application / processing of the same.

The GENERAL CONTRACTOR shall provide copies of the above-mentioned

as well as drawings, plans, specifications, and all other pertinent documents to the SUB-
CONTRACTOR.

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Article 7
RETENTION

7.01 Retention Money Progress payments are subject to retention of ten percent
(10%) referred to hereinafter as “retention money”. Such retention shall be based on the
total amount due to the SUB-CONTRACTOR.

7.02 Release of Retention Money The GENERAL CONTRACTOR shall release

the retention money computed based on the total contract price collected, which shall be
released and paid within a period of ONE YEAR or may be replaced by a Guarantee Bond
equivalent to the retention money.

Article 8
REPRESENTATIONS AND WARRANTIES

8.01 Warranty for Quality of Materials The SUB-CONTRACTOR shall be

responsible for the quality of materials, except GENERAL CONTRACTOR-supplied, if
any, used in the construction of the PROJECT. The SUB-CONTRACTOR further warrants
that all materials, except GENERAL CONTRACTOR-supplied materials, if any, and other
facilities incorporated into the work and turned over to the GENERAL CONTRACTOR
upon the completion of the PROJECT, shall be free from defect. The SUB-
CONTRACTOR shall not incorporate thereon or use or recommend the use of any
material or substance that is hazardous to health.

8.02 Warranty to Protect and Secure Property and Materials The SUB-
CONTRACTOR shall put up and maintain adequate protection of all its work from
damages and shall protect the property and equipment, whether owned or rented by the
GENERAL CONTRACTOR, as well as all materials furnished and delivered to it by the
GENERAL CONTRACTOR, from injury or loss arising in connection with this Agreement
until final acceptance of the PROJECT by the GENERAL CONTRACTOR.

Article 9
FORCE MAJEURE

9.01 Definition of Force Majeure In this provision, "Force Majeure" means an

exceptional event or circumstance:

(a) which is beyond a Party's control;

(b which such Party could not reasonably have provided against before entering into the
Agreement;

(c) which, having arisen, such Party could not reasonably have avoided or overcome; and

(d) which is not substantially attributable to the other Party.

Force Majeure may include, but is not limited to, exceptional events or circumstances of
the kind listed below, so long as conditions (a) to (d) above are satisfied:

(i) war, hostilities (whether war be declared or not), invasion, act of foreign
enemies;

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(ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil

war;

(iii) riot, commotion, disorder, strike or lockout by persons other than the SUB-
CONTRACTOR's Personnel and all other employees of the SUB-CONTRACTOR
and its Sub-Contractors, if any;

(iv) munitions of war, explosive materials, ionizing radiation or contamination by

radio-activity, except as may be attributable to the SUB-CONTRACTOR's use of
such munitions, explosives, radiation or radio-activity; and

(v) natural catastrophes such as earthquake, hurricane, typhoon or volcanic

activity, including epidemic, pandemic, quarantine, and other similar events.

9.02 Notice of Force Majeure If a Party is or will be prevented from performing

any of its obligations then under the Agreement by Force Majeure, then it shall give notice
to the other Party of the event or circumstances constituting the Force Majeure and
performance of which is or will be prevented. The notice shall be given within fourteen
(14) calendar days after the Party became aware, or should have become aware, of the
relevant event or circumstance constituting the Force Majeure.

The Party shall, having given notice, be excused performance of such obligations for so
long as such Force Majeure prevents it from performing them.

Notwithstanding any other provision of this Article, Force Majeure shall not apply to
obligations of either Party to make payments to the other Party under the Agreement.

9.03 Duty to Minimize Delay Each Party shall, at all times, use all reasonable
endeavors to minimize any delay in the performance of the PROJECT as a result of Force
Majeure.

A Party shall give notice to the other Party when it ceases to be affected by the Force
Majeure.

9.04 Consequences of Force Majeure If the SUB- CONTRACTOR is prevented

from performing any of its obligations under the Agreement by Force Majeure of which
notice has been given under the provisions on Notice of Force Majeure, and suffers delay
and/or incurs Cost by reason of such Force Majeure, the SUB-CONTRACTOR shall be
entitled to:

(a) an extension of time for any such delay, if completion is or will be delayed, under the
provisions on Extension of Time for Completion; and

(b) if the event or circumstance is of the kind described in sub-paragraphs (i) to (iv) of the
provisions on Definition of Force Majeure and, in the case of sub-paragraphs (ii) to (iv),
occurs in the Country, payment of any such Cost.

After receiving this notice, the GENERAL CONTRACTOR shall proceed to determine
these matters.

9.05 Release from Performance under the Law Notwithstanding any other
provision herein, if any event or circumstance outside the control of the Parties (including,
but not limited to, Force Majeure) arises which makes it impossible or unlawful for either
or both Parties to fulfill its or their contractual obligations or which, under the law governing
the Agreement, entitles the Parties to be released from further performance of the

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Agreement, then, upon notice by either Party to the other Party of such event or
circumstance:

(a) the Parties shall be discharged from further performance, without prejudice to
the rights of either Party in respect of any previous breach of the Agreement; and

(b) the sum payable by the GENERAL CONTRACTOR to the SUB-

CONTRACTOR shall be paid.

Article 10
CLAIMS, DISPUTES, AND ARBITRATION

10.01 Arbitration Process Should there be any dispute, controversy or difference

between the parties arising out of this Agreement that may not be resolved by them to
their mutual satisfaction, the matter shall be submitted to an Arbitration Committee,
composed of three (3) members chosen as follows: One (1) member shall be chosen by
the GENERAL CONTRACTOR and one (1) member shall be chosen by the SUB-
CONTRACTOR. The said two (2) members, in turn, shall select a third member
acceptable to both of them. The Arbitration process shall be initiated by either party by
serving upon the other party a written demand for arbitration in accordance with this
Agreement within fifteen (15) calendar days from the date that such dispute cannot be
resolved by the party to their mutual satisfaction. The demand shall set forth the nature
of the controversy, the amount involved, if any, the relief sought, and the name of the
arbitrator appointed by the party making the demand; and shall require the other party on
whom the demand is served to name its arbitrator within fifteen (15) calendar days from
receipt thereof.

10.02 Jurisdiction of the Construction Industry Arbitration Commission

("CIAC") If matters concerning disputes, controversies or differences between the parties
arising out of this Agreement are not resolved by them to their mutual satisfaction
pursuant to the foregoing section, the aggrieved party shall submit the dispute to the
Construction Industry Arbitration Commission ("CIAC") for resolution by a tribunal of three
(3) arbitrators under the Commission’s Rules of Procedure Governing Construction
Arbitration pursuant to Executive Order ("EO") 1008 (the Construction Industry Arbitration
Law). One (1) arbitrator shall be appointed by the GENERAL CONTRACTOR and another
arbitrator by the SUB-CONTRACTOR and the first two (2) arbitrators shall agree upon
the third arbitrator who shall act as the Chairman of the arbitral tribunal. Provided,
however, that such dispute(s) shall not be referred to the Commission until after the
issuance of the Certificate of Practical Completion for the Works or termination of the
Contract by either party.

10.03 Institution of Judicial Proceedings Notwithstanding the foregoing, either

party may institute judicial proceedings in order to enforce any term or condition of this
Agreement, the defaulting party adjudged liable in whole or in part shall pay the aggrieved
party reasonable attorney's fees in the amount equivalent to at least Twenty Percent
(20%) of the total amount claimed, in addition to all expenses of litigation and costs of the
suit.

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Article 11
MISCELLANEOUS PROVISIONS

11.01 Procedure for Termination of Agreement Any substantial breach or

violation by any party (the “Defaulting Party”) of its obligations and covenants under this
Agreement shall entitle the other party (the “Aggrieved Party”) to rescind or cancel this
Agreement without necessity of judicial action, by giving the Defaulting Party thirty (30)
calendar days' written notice to that effect. In addition, the Defaulting Party shall be liable
to the Aggrieved Party to pay any and all actual damages incurred by the latter as a result
of such breach or violation, unless other provisions provide for specific penalty and/or
liquidated damages, in which case such penalty and/or damages will apply. Provided,
that the Aggrieved Party must serve a Notice to the Defaulting Party and allow the latter
a Reasonable Opportunity to Cure the substantial breach or violation within thirty (30)
calendar days as condition precedent to the Aggrieved Party’s right to terminate the
contract.

11.02 Binding Effect of Agreement This Agreement is binding upon the

respective assigns and successors-in-interest of the parties hereto.

11.03 Applicability of Laws Any other obligations, responsibilities, conditions,

and liabilities of the GENERAL CONTRACTOR / SUB-CONTRACTOR provided by
existing laws, rules, and regulations applicable to this Agreement shall be deemed
incorporated hereto.

11.04 Notice and Communication Notwithstanding any provision herein

specifying the means of any notice or other communication, each notice, or other
communication to be given hereunder, may be given by letter (either posted or hand-
delivered) or facsimile machine.

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

_________________________ ___________________________________
GENERAL CONTRACTOR SUB-CONTRACTOR
By: By:

SHERWIN S. LOMIBAO _______________________________

Owner/Project Manager CEO / General Manager

SIGNED IN THE PRESENCE OF:

___________________________ __________________________

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a notary public for and in ___________, this ____________ 2024,
personally appeared:

Sherwin S. Lomibao

known to me and to me known to be the same persons who executed the foregoing Sub-
Contract Agreement and acknowledged to me that the same is their free act and voluntary
deed and of the businesses they respectively represent.

I hereby certify that the foregoing instrument refers to a Sub-Contract Agreement, and
consists of __________ pages, including this page on which this Acknowledgment is
written and each and every page thereof duly signed by the parties and their instrumental
witnesses.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial

seal this ________________________ 2024 at _____________________________.

NOTARY PUBLIC

Doc. No. _____

Page No. _____
Book No. _____
Series of 2024.

DETAILS TO BE INCLUDED BY THE GENERAL CONTRACTOR (blanks highlighted

in yellow):

1. Full name of the General Contractor's Authorized Signatory and corresponding

Designation / Position

2. Full name of the Project Owner

3. Purchase Order (PO) and date of PO, if any

4. Project Completion - how many calendar days

5. Total Contract Price

6. Valid Government-Issued ID of the General Contractor's Authorized Signatory

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