CONTRACT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement is made and entered into this ________ day of _________________
2007, in the City of Pasig, Philippines, by and in between:
Medical City a corporation duly organized under and by
virtues of the laws of the Republic of the Philippines, with
office address at C5, Taguig City, Philippines represented
herein by its Vice President – Finance and Administrative
Services Group, MR. DAVID J. MACAGAY, Filipino
citizen, of legal age, hereinafter referred to as the “OWNED”.
- and -
VINNELL-BELVOIR CORPORATION, a corporation
doing business in the Philippines under this firm name in
accordance with provisions of existing laws, with principal
office at 6th Floor DPC Place Building, 2322 Chino Roces
Avenue Extension (Formerly Pasong Tamo Extension) 1231
Makati City, Philippines, represented herein by its President
and CEO, MR. MICHAEL V. GONZALEZ, Filipino citizen,
of legal age, hereinafter referred to as the “CONTRACTOR”;
WITNESSETH: that
WHEREAS, the OWNER is to have an Expansion of the Urgent Care, Tumor &
Regenerative and Anesthesia Office, Medical Center, C5, Taguig City, Philippines;
WHEREAS, the CONTRACTOR represented itself as being and organization financially
sound and efficiently established, into the necessary experience, personnel and equipment for the
performance of this Agreement;
WHEREAS, the OWNER has awarded the bid to CONTRACTOR;
WHEREAS, the CONTRACTOR is willing to undertake the construction in accordance
with the plans and specifications; as per enclosed breakdown of works.
NOW, THEREFORE, the parties hereto have agreed to the following terms and
conditions, covenants, agreement and stipulation set forth, do hereby agree as follows:
ARTICLE 1. SCOPE OF WORK
The CONTRACTOR, in consideration of the payment to be made by the OWNER to the
CONTRACTOR of the sum of money hereinafter named, agrees to furnish all the necessary
technical supervisions, materials, labor and equipment for the satisfactory, faithful performance
necessary to complete the construction of Urgent Care, Tumor & Regenerative and
Anesthesia Office which includes the construction of architectural finishes and MEPF
works to complete project in accordance with the an accompanying plans, specifications and
other documents with the following scope of works and their corresponding costs.
ARTICLE 2. TIME OF COMPLETION
The CONTRACTOR shall commit to complete project within ninety (90) days, from October 1,
2007, Monday to December 29, 2007, Saturday.
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The CONTRACTOR shall commence the construction upon issuance by the OWNER of its
“Notice to Proceed”. The CONTRACTOR shall thereafter complete the agreed construction
work within the time prescribed above from the commencement of the work at the designated
site, unless prevented by reasons beyond the control of CONTRACTOR, in which case the
OWNER may extend the term until the reason for such delay completely eliminated.
The following shall be considered by way of illustration and not of limitation, reasons beyond
CONTRACTOR’s control; acts of God, acts of terrorism, acts of public enemies or hostilities,
war, warlike operations, insurrections, riots, fire, floods, explosions, earthquake, epidemic or
general restrictions, civil disturbance, any act of government, strikes or labor troubles causing
cessation, slow-down or interruption of work and those not occasioned by Contractor’s
intentional act or gross negligence.
ARTICLE 3. THE CONTRACT AMOUNT
3.01 The OWNER agrees that for and in consideration of the faithful performance by
the CONTRACTOR of this Contract, he shall pay to the CONTRACTOR, in a
manner provided hereinafter, the amount of PHILIPPINE PESOS: THIRTY
MILLION SIX HUNDRED EIGHTY FIVE THOUSAND SIXTEEN &
32/100 ONLY (PhP 30,085,016.32) inclusive of value added tax.
3.02 It is expressly agreed by both parties that no change shall be made in the above
mentioned Contract Amount as a result of any fluctuation in the cost of materials
and/or labor, except those conditions as enumerated in Article 4.
3.03 Validity of unit costs is for One (1) year.
ARTICLE 4. CHANGES, ADDITIONS, SUBTRACTIONS
4.01 The work and construction herein agreed to be done shall be subject to the
directions of the OWNER, its Architects, Engineers or Representatives who shall
supervise and certify the work hereby agreed to be done. Construction work shall
be carried out within minimum disruption to the OWNER’s daily operations.
4.02 In case any defect in workmanship or materials which may become apparent in
the course of the construction, the CONTRACTOR, upon demand of the
OWNER, or his Architects, Engineers or his Representatives, shall at the
CONTRACTOR’s own expense tear down and replace such portion of the work
done by the CONTRACTOR that in the OWNER’s or its Representatives’,
Architects’ or Engineer’s opinion are unsound, incorrect or defective, or not in
accordance with the plans.
4.03 In case of default on CONTRACTOR’s part to carry out such order, the OWNER
may employ and pay other persons to carry out the same, and all expenses
consequent thereon or incidental thereto shall be borne by CONTRACTOR, and
shall be recoverable from him/it by the OWNER, or may be deducted by the
OWNER from any amount due to CONTRACTOR.
4.04 Should the OWNER require the CONTRACTOR to perform work over and above
that required by this Agreement, the additional cost and extension of deadline
shall be added to the Contract Amount thru Change Order and, likewise, should
he be ordered to omit work as required by this Agreement, the cost of work
omitted shall be deducted from the Contract Amount. In either case, the cost of
additions or reductions shall previously be mutually agreed upon in writing by
both OWNER and CONTRACTOR upon recommendation of the Architect before
execution. The cost for additions and reductions shall be based on units costs
indicated in the original final bid.
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ARTICLES 5 PAYMENTS
5.01 A Downpayment of Twenty Percent (20%) of the Contract Amount –
PHILIPPINE PESOS: SIX MILLION ONE HUNDRED THIRTY SEVEN
THOUSAND THREE & 26/100 ONLY (Php 6,137,003.26) shall be released by
the OWNER to the CONTRACTOR within seven (7) days upon presentation of
an advance payment bond by the CONTRACTOR from a Company acceptable to
the OWNER.
5.02 The CONTRACTOR commits to procuring an Advance Payment Bond
equivalent to the above mentioned initial payment within seven (7) days after
signing of this Contract.
5.03 Progress payment on account of this Contract shall be made by OWNER upon
presentation by the CONTRACTOR of his Progress Billing supported by an
Accomplishment Report hereof up to a amount equivalent to Ninety Percent
(90%) of the value of the estimated work using as basis the “Breakdown of Work”
and corresponding value in the tender documents, and upon verification of the
Progress Billing by the OWNER.
5.04 Final and full payment of the Ten Percent (10%) retention and all balances herein
above mentioned shall be made by the OWNER to the CONTRACTOR thirty
(30) days after preparation of the punch list and any necessary rectification, final
acceptance of the Project Certificate of payment to vendors and employees and
completion of a certificate of acceptance by the OWNER and upon presentation
of a guarantee bond equivalent to 10% of the contract amount. Such acceptance
shall not be unreasonably withheld by OWNER.
ARTICLE 6. CONTRACT PRISE ADUSTMENT
6.01 The OWNER may, without invalidating this Agreement, order at any time in
writing, additional work or alterations by correcting, altering or deducting from
the work to be undertaken by the CONTRACTOR. All such work shall be
evidenced by Change Orders forms signed by the OWNER and shall be executed
under the conditions hereof and of the CONTRACT DOCUMENTS.
6.03 No claims of additions or deductions to the Contract Price herein stipulated by
reason of extra work or alterations shall be valid unless ordered in writing
(Change Order) by the OWNER/ARCHITECT. The value of any extra work or
alterations shall be separately agreed upon by the parties in writing.
6.03 Should the OWNER require the CONTRACTOR to perform additional and/or
extra work or to omit or reduce any work, the cost of additional and/or omitted or
reduced work shall be computed based on actual accomplished an agreed unit
price.
Formulation for the change order cost derivation is or follows:
a.) For additional works: Unit cost of materials, equipment rentals and labor
based on original agreed Contract Price.
b.) For deductive works: As per contact unit cost of materials, equipment rentals
and labor.
6.04 Any value of Change Orders approved shall be considered as part of the Contract
and to be included in the progress billings.
6.05 If the amount of the Change Orders exceeds the Contract Price by ten percent
(10%), the CONTRACTOR shall amend his Performance Bond as stipulates on
this Agreement, to include the amount of the additional works. CONTRACTOR
shall be paid the cost incurred and if warranted, an extension of contract time.
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ARTICLE 7. LIQUIDATED DAMAGES
Failure to complete the project within the stipulated time as stated in Article 2 shall result in the
payment of the CONTRACTOR to the OWNER liquidated damages with the amount of Ten
Percent of One Percent of the Contract Amount per calendar day of delay, but not to exceed an
amount equivalent to twenty percent (20%) of the Contract Price.
ARTICLE 8. TAXES, LICENSES, PERMITS AND FEES
The CONTRACTOR shall assist in procuring, at the expanse of the OWNER, all the necessary
licenses, building permits, certifications and sanctions of the proper authorities in respect of said
work, and generally comply with the building and other regulations of such authorities.
ARTICLES 9. INDURANCE AND OTHER CONDITIONS
9.01 The CONTRACTOR shall take cognizance of the provisions of the other contract
documents especially the CONTRACTOR’s responsibilities and liabilities on
materials, workmanship, labor and property as stipulated in the General
Conditions. Within fifteen (15) days after signing of the contract, the
CONTRACTOR shall submit certificate of insurance to protect him against
claims for damages of OWNER’s property and adjoining property which may
arise from operations under this contract, subject to the approval of the OWNER
as to adequacy of protection and reliability of insurance company.
9.02 The CONTRACTOR shall hire all workers for the Construction work and he shall
be solely responsible for the payment of their wages. In case of any accident or
injury that may befall in the course of the construction, the CONTRACTOR shall
to comply with the Workmen’s Compensation Act, the Minimum War Law, and
all other laws, ordinances and regulations. The CONTRACTOR shall likewise be
responsible for any losses or injury that the OWNER or third party may suffer as
a result or in the course, of the construction and shall discharge and/or render
harmless the OWNER from any damages, costs, expenses and/or compensation
on account of, or in any way resulting from or out of the construction.
9.03 The CONTRACTOR shall be responsible for the safety of all deliveries,
especially OWNER’s Purchased Items, an inventory of the items delivered is
given to the CONTRACTOR, and the items accepted in the presence of both the
CONTRACTOR and the OWNER representatives. The OWNER shall cooperate
with the CONTRACTOR with regards to the security measures that the latter will
impose so that no delivered and accepted items lost.
9.04 Surety Bond and Performance Bond in the amount equivalent to the 30% of the
total contract amount to guarantee the repayment of the downpayment to be made
by the OWNER to the CONTRACTOR, and to guarantee the dull and faithful
compliance of the CONTRACTOR to the terms and conditions, provisions, and
stipulations of this Agreement. The Perform Bond shall remain in full force and
effect until the issuance of the Certificate of Completion and Final Acceptance.
9.06 Contractor’s All Risk Insurance (CARI), in an amount equivalent to the Contract
Price, to relieve the OWNER from and all liability and responsibility for loss and
damage to the PROJECT, the person(s) or property of third party which may arise
in the course of operation by the CONTRACTOR.
9.06 Guarantee Bond in the amount equivalent to Ten (10%) of the Project Cost
construction in replacement to the Ten Percent (10%) retention money, to
guaranty the works done from defects that might occur within the period of one
(1) year or 365 calendar days reckoned from the date of Final Acceptance is
made.
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The aforementioned bonds shall extend their guarantee to include contact changes that may be
made during the progress of the contraction work even without the knowledge and consent of the
bondsmen.
In case the OWNER grants the CONTRACTOR an extension of contract time, the effectivity of
the Performance Bond; shall be renew by the CONTRACTOR upon the expiration of the same
but the amount werewolf shall be reduced proportionately to an amount to be mutually agreed
upon by both parties. The premium and other changes that may due in connection with renewal
extension of the said bond shall be for the account of the CONTRACTOR.
In the event of the recession or termination of this Agreement for breach thereof due to the fault
of the CONTRACTOR, the OWNER may immediately proceed against the Surety and
Performance Bonds or any or all claims against the CONTRACTOR. The Bonds shall remain in
full force and effect through out the duration of this Agreement until the same, are released by
the OWNER for the CONTRACTOR’s faithful prosecution of his contractual obligations.
ARTICLE 10. WARRANTY
10.01 The CONTRACTOR hereby guarantees its work against hidden and apparent
defects of workmanship for a period of one (1) year from the date of the
Certificate of Final Acceptance and warrants that all materials it shall supply are
standard products of the trade, brand new and free from any defects of whatever
nature in form of a Guarantee Bond covering Ten Percent (10%) of the Contract
Amount.
10.02 The CONTRACTOR shall repair or replace any defects in workmanship and/or
materials discovered within one (1) year, except those resulting from normal wear
and tear. Should the CONTRACTOR fail to act on these repairs within three (3)
days from the date of its receipt of the written notice thereof, the OWNER, either
on its own, or through another CONTRACTOR, may undertake said repairs at the
risk and cost of the CONTRACTOR.
ARTICLES ARBITRATION
11.01 Any dispute or difference in opinion regarding the agreement and its
interpretation shall be settled, in so far as possible, by mutual consultation and
consent. If both parties fail to come to an agreement, their differences shall be
settled by arbitration to be held within Metro Manila.
11.02 All matters not covered by the foregoing shall be governed by the Arbitration
Law in force at the time of the remission of the controversy for arbitration. At
present, the Arbitrary Law of the Philippines is Republic Act No. 876.
ARTICLE 12. ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties and any amendments or
modifications thereto shall not be effective unless agreed to in writing by both parties. No waiver
of any provision herein shall be deemed to have been made unless in writing and signed by both
parties. If the provision is determined by lawful authority to be void, valid, of unenforceable, the
validity and enforceability of the remaining provisions shall not be affected, and the rights and
obligations of the parties shall remain as if this Agreement did not contain the invalid or
unenforceable provisions.
The parties to this Agreement hereby disagree to full performance of the covenants hereby.
IN WITNESS WHEREOF, the parties to this Agreement have on this day, the
______________________ of ________________________ Thousand and Seven, hereto set
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their hands at the bottom of this page and on the left-handed margin of all other pages, in the
City of _______________, Philippines.
By:
MEDICAL CITY VINNELL-BELVOIR CORPORATION
(OWNER) (CONTRACT)
_________________________________ __________________________________
DAVID MACAGAY MICHAEL V. GONZALEZ
Vice President – Finance and Administrative President and Chief Execute Officer
Services Troup
SIGNED IN THE PRESENCE OF:
____________________________ ______________________________
Witness Witness
REPUBLIC OF THE PHILIPPINES )
City of Taguig ) s.s.
Before me, a Notary Public in and for the City of Taguig, personally appeared DAVID J.
MACAGAY with Community Tax Certificate No. 19275802 issued on February 22, 2007, at
the City of Paranaque, and MICHAEL V. GONZALEZ with Community Tax Certificate No.
17678745 issued on February 12, 2007 at the City of Makati, both known to me and to me
known to be the same person/s who executed the foregoing instrument and acknowledged to me
that the same is their free act and deed and the free act and deed of the Corporation represented
by him, for the purpose therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal this
__________ day of ______________________, 2007 in the City of
_______________________, Philippines.
Doc No. ___________ ;
Page No. ___________ ;
Book No. __________ ;
Series of 2007.
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