Exhibit A_GeneralCondition_10ML Reservoir

8/7/2019 Exhibit A_GeneralCondition_10ML Reservoir

1/21

Manila Water Company, Inc.

Design and Construction of 10ML Concrete Reservoir at EastridgeAngono Rizal

EXHIBIT "A"

CONSTRUCTION CONTRACT GENERAL CONDITIONS

TABLE OF CONTENTS

GC Title

1 ENTIRE AGREEMENT 3

2 INDEPENDENT CONTRACTOR

3 AUTHORIZED REPRESENTATIVES

4 NOTICES 5 CONTRACT INTERPRETATION

6 ORDER OF PRECEDENCE

7 STANDARDS AND CODES

8 LAWS AND REGULATIONS

9 PERMITS

10 TAXES

11 LABOR, PERSONNEL AND WORK RULES

12 COMMERCIAL ACTIVITIES

13 PUBLICITY AND ADVERTISING

14 SAFETY AND HEALTH

15 ENVIRONMENTAL REQUIREMENTS

16 SITE CONDITIONS AND NATURAL RESOURCES

17 DIFFERING SITE CONDITIONS

18 TITLE TO MATERIALS FOUND

19 SURVEY CONTROL POINTS AND LAYOUTS

20 CONTRACTOR'S WORK AREA

21 CLEANING UP

22 COOPERATION WITH OTHERS

23 RESPONSIBILITY FOR WORK, SECURITY AND PROPERTY

24 CONTRACTOR'S PLANT, EQUIPMENT AND FACILITIES

25 ILLUMINATION

26 USE OF COMPLETED PORTIONS OF WORK

27 USE OF MWCS CONSTRUCTION EQUIPMENT OR FACILITIES

Rev. O / 16 April 2009 Page 1 of 21 Exhibit AConstruction Contract Contract No. ENWREPA-09-063

General Conditions Design and Construction of 10ML ConcreteReservoir at Eastridge, Angono Rizal


2/21

28 INSPECTION, QUALITY SURVEILLANCE, REJECTION OF MATERIALS AND WORKMANSHIP

29 TESTING

30 EXPEDITING

31 EXCUSABLE DELAYS

32 FORCE MAJEURE

33 CHANGES

34 DISPUTE RESOLUTION

35 RECORDS AND AUDIT

36 WARRANTY

37 BACKCHARGES

38 INDEMNITY

39 PATENT AND INTELLECTUAL PROPERTY INDEMNITY

40 ASSIGNMENTS AND SUBCONTRACTS 41 SUSPENSION

42 TERMINATION FOR DEFAULT

43 OPTIONAL TERMINATION

44 FINAL INSPECTION AND ACCEPT ANCE

45 NON-WAIVER




3/21

EXHIBIT A

CONSTRUCTION CONTRACT

GENERAL CONDITIONS

GC-1 ENTIRE AGREEMENT

This Contract embodies the entire agreement between Manila Water Company, Inc. (ManilaWater) (Established for the purposes of operating a Concession Agreement between theMetropolitan Waterworks and Sewerage System (MWSS) and the Manila Water Company, Inc.(Manila Water)) and the CONTRACTOR and supersedes all other writings. The parties shall notbe bound by, or be liable for any statement, representation, promise, inducemenunderstanding not set forth herein.

GC-2 INDEPENDENT CONTRACTOR

CONTRACTOR represents that it is fully experienced, properly qualified, registered, licensed,equipped, organized, and financed to perform the Work under this Contract. CONTRACTORshall act as an independent contractor and not as the agent of Manila Water in performing thisContract, maintaining complete control over its employees and all of its Lower-Tier suppliers and

subcontractors. Nothing contained in this Contract or any Lower-Tier purchase order orsubcontract awarded by CONTRACTOR shall create any contractual relationship between anyLower-Tier supplier or subcontractor and Manila Water. CONTRACTOR shall perform the Workhereunder in accordance with its own methods subject to compliance with the Contract.

GC-3 AUTHORIZED REPRESENTATIVES

Before starting work, CONTRACTOR shall designate in writing an authorized representativeacceptable to Manila Water to represent and act for CONTRACTOR and shall specify any and alllimitations of such representative's authority. Such representative shall be present or berepresented at the Jobsite at all times when work is in progress and shall be empowered toreceive communications in accordance with this Contract on behalf of CONTRACTOR. Duringperiods when the Work is suspended, arrangements shall be made for an authrepresentative acceptable to Manila Water for any emergency work that may be required. All

communications given to the authorized representative by Manila Water in accordance with thisContract shall be binding upon CONTRACTOR. Manila Water shall designate in writing one ormore representatives to represent and act for Manila Water and to receive communications fromCONTRACTOR. Notification of changes of authorized representatives of either Manila Water orCONTRACTOR shall be provided in advance, in writing, to the other party.

GC-4 NOTICES

Any notices provided for under this contract shall be in writing, addressed to the authorizedrepresentative and shall served either personally on the authorized representative of the receivingparty at the Jobsite or by certified mail to the address of that party as shown on the face of theContract Form of Agreement or at such address as may have been directed by written notice. Allnotices shall state the contract number in bold letters. The names of the au

representatives of the parties shall be stated in the special conditions of contract (Exhibit B)

GC-5 CONTRACT INTERPRETATION

All questions concerning interpretation or clarification of this Contract or applicable standards andcodes, including the discovery of conflicts, discrepancies, errors or omissions, or the acceptableperformance thereof by CONTRACTOR, shall be immediately submitted in writing to ManilaWater for resolution. Subject to the provisions of the General Condition titled GC-33 CHANGES,all determinations, instructions, and clarifications of Manila Water shall be final and conclusiveunless determined to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as




4/21

necessarily to imply bad faith, or not supported by substantial evidence. At all timesCONTRACTOR shall proceed with the Work in accordance with the determinations, instructions,and clarifications of Manila Water. CONTRACTOR shall be solely responsible for requestinginstructions or interpretations and shall be solely liable for any costs and expenses arising from itsfailure to do so.

GC-6 ORDER OF PRECEDENCE

All Contract Documents and subsequently issued Change Notices/Orders and Amendments areessential parts of this Contract and a requirement occurring in one is binding as though occurringin all. In resolving conflicts, discrepancies, errors or omissions the following order of precedenceshall be used:

1. Contract Change Notices and Amendments, if any

2.Contract Form of Agreement

3.Exhibit "B" - Construction Contract Special Conditions

4.Exhibit "A" - Construction Contract General Conditions

5.Exhibit "C" - Quantities, Pricing and Data

6.Exhibit "D" - Terms of Reference

GC-7 STANDARDS AND CODES

Wherever references are made in this Contract to standards or codes in accordance with whichthe Work under this Contract is to be performed, the edition or revision of the standards or codescurrent on the effective date of this Contract shall apply unless otherwise expressly stated. Incase of conflict between any referenced standards and codes and any Contract Documents, theContract Documents shall govern.

GC-8 LAWS AND REGULATIONS

All applicable laws, ordinances, statutes, rules, regulations, orders or decrees of the Republic ofthe Philippines in effect at the time the Work under this Contract is performed shall apply toCONTRACTOR and its employees and representatives.

If CONTRACTOR discovers any discrepancy or inconsistency between this Contract and any law,ordinance, statute, rule, regulation, order, or decree, CONTRACTOR shall immediately notifyManila Water, in writing.GC-9 PERMITS

Except as otherwise specified in Exhibit B, Special Condition, SC-6, PERMITCONTRACTOR shall procure and pay for all permits and inspections other than inspectionsperformed by Manila Water and shall furnish any bonds, performance bonds, security or deposits,required to permit performance of the Work hereunder.

CONTRACTOR shall secure all relevant and necessary permits, licenses and governmentalapprovals and CONTRACTOR shall pay for all fees thereto.

GC-10 TAXES

CONTRACTOR shall pay, for all taxes, levies, duties, (including excise duties on manufacturedgoods, all customs import duties and other taxes or assessments relating to the importation intothe Philippines of plant and equipment to be used in connection with this Contract) and




5/21

assessments of every nature due in connection with the Work under this Contract and shallmake any and all payroll deductions and withholdings required by the laws of the Republic of thePhilippines, and hereby indemnifies and holds harmless Manila Water from any liability onaccount of any and all such taxes, levies , and duties, assessments and dedCONTRACTOR shall separately identify all such taxes, duties, levies, assessment adeductions paid on each invoice progress payment. CONTRACTOR will ensure that the Lower-Tier Subcontractors and suppliers comply with this Article GC-10 TAXES.

In the event Manila Water is required by law or deems it expedient to withhold, assess, collect orpay any taxes in the preceding paragraph, all amounts so expended shall be for the account ofCONTRACTOR and Manila Water may deduct the amount of such taxes from amounts due toCONTRACTOR from Manila Water under this Contract.GC-11 LABOR, PERSONNEL AND WORK RULES

CONTRACTOR shall employ only competent and skilled personnel to perform the Work and shallremove from the Jobsite any CONTRACTOR personnel or Lower- Tier Subcontractor personneldetermined to be unfit or to be acting in violation of any provision of this CONTRACTOR shall also remove from the jobsite any personnel (manual or nonmanual)determined by Manila Water who repeatedly disrupts the local work environme

CONTRACTOR is responsible for maintaining labor relations in such a manner that there isharmony among workers and shall comply with and enforce Project and Jobsite procedures,regulations, work rules and work hours established by Manila Water.

For security reasons, Manila Water may at its sole discretion deny access to the Jobsite to anyindividual by written notice to CONTRACTOR. In the event an employee is excluded from theJobsite, CONTRACTOR shall promptly replace such individual with another who is fullycompetent and skilled to perform the Work.

All travelling expenses, including provisions of all necessary transport to and from the Jobsite toCONTRACTORs employees and labor shall be the sole responsibility of CONTRACTOR.

CONTRACTOR shall, to the extent permissible under applicable law, comply with the provisionsof all labor agreement(s) which apply to the Work performed under this Contract. If required bythe terms of any such labor agreements (s), CONTRACTOR shall immediately after Contractaward agree with and be bound by the terms of such labor agreement (s).

CONTRACTOR shall fully comply with all the provisions of labor, civil, and other applicable laws,rules and regulations. In case of CONTRACTORs non- compliance with any provisions undersuch labor, civil and other laws, rules and regulations. CONTRACTOR shall indemnify ManilaWater from and against all liabilities, damages penalties, demands, etc.

In the event the personnel engaged by CONTRACTOR or its Lower- Tier Subcontractors causeany disturbance, organize any demonstration, strike, sit-in or picket on or about the Jobsite or theoffice of the Manila Water, CONTRACTOR shall forthwith remove the same. Manila Water maywithout prejudice to its other rights, take any steps for the removal of such obstruction as it maydesire. However, the occurrence of any such event, whether or not caused by any act or

omission of the CONTRACTOR shall constitute an event of default on the part of theCONTRACTOR.

At no time shall CONTRACTORs or subcontractors employees be deemed or considered asemployees of Manila Water. No employer- employee relationship is created between ManilaWater and CONTRACTORs or subcontractors employees. In the event that Manila Water issued by these employees, CONTRACTOR and subcontractor shall jointly and severally be liableto Manila Water for all losses, damages or claims rising out of or in connection with suchemployees.




6/21

GC-12 COMMERCIAL ACTIVITIES

Neither CONTRACTOR nor its employees shall establish any commercial activity or issueconcessions or permits of any kind to third parties for establishing commercial activities on theJobsite or any other lands owned or controlled by Manila Water without the prior written consentof Manila Water.

GC-13 PUBLICITY AND ADVERTISING

CONTRACTOR shall not make any announcement, take any photographs, or release anyinformation concerning this Contract, or the Project, or any part thereof to any member of thepublic, press, business entity, or any official body unless prior written consent is obtained fromManila Water.

GC-14 SAFETY AND HEALTH

CONTRACTOR shall be fully and solely responsible for conducting all operations under thisContract at all times in such a manner as to avoid the risk of endangerment to health, bodily harmto persons, and damage to property. CONTRACTOR shall continually and diligently inspect allequipment, materials and work to discover any conditions which might involve such risks andshall be solely responsible for discovery and correction of any such conditions.

CONTRACTOR shall comply with Manila Water Project Safety and Health Plan. CONTRACTORshall have sole responsibility for implementing its safety and health program and Manila Watershall not be responsible for supervising the implementation of CONTRACTOR's safety and healthprogram or have responsibility for the safety of CONTRACTOR's or its Lower-Tier suppliers' orsubcontractors' employees.

CONTRACTOR's failure to correct an unsafe condition or unsafe act by its personnel after noticethereof shall be grounds for:

1. An order to stop the affected operations until the unsafe condition is correctedand,

2. If the violation continues, contract termination pursuant to the General

Condition titled " GC 42 TERMINATION FOR DEFAULT."

CONTRACTOR shall appoint one or more (as appropriate) safety representative(s) acceptable toManila Water who shall be resident at the Jobsite, have responsibility to correct unsafe conditionsor unsafe acts, act on behalf of CONTRACTOR on safety and health matters, and participate inperiodic safety meetings with Manila Water. CONTRACTOR shall instruct its personnel on therequirements of Manila Water Project Safety and Health Plan and CONTRACTOR's safety andhealth program and shall coordinate with other contractors and subcontractors on safety andhealth matters.

CONTRACTOR shall furnish all safety equipment (including personal safety equipment) andinstructions required for the Work and enforce the use of such equipment and instructions by itsemployees.

CONTRACTOR shall maintain accident, injury and any other records required by applicable lawsand regulations and as required by Manila Water and shall furnish Manila Water a monthlysummary of injuries and labor hours lost due to Work related injury or illness.

CONTRACTOR shall comply with all Philippines health, occupational safety, and sanitation laws,rules and regulations.




7/21

GC-15 ENVIRONMENTAL REQUIREMENTS

Throughout performance of the Work, CONTRACTOR shall conduct all operations in such a wayas to minimize impact upon the natural environment and prevent any spread of contaminated orhazardous materials. CONTRACTOR shall:

1. Provide dust control of its operations within work and all other areas under its

control and shall coordinate and cooperate with others for dust control incommon areas;

2. Provide working machinery and equipment with efficient noise suppressiondevices and all other noise and vibration abatement measures necessary for theprotection of workers and the public;

3. Provide suitable waste, sewage, sanitation, and garbage disposal methods andprocedures approved by Manila Water;

4. Provide suitable equipment, facilities and precautions to prevent the discharge ofcontaminants into the atmosphere, any body of water, or land areas;

5. Provide all documentation required by all levels of governing authority or thisContract concerning environmental requirements;

6. Be responsible for developing and maintaining an environmentalcompliance program in accordance with CONTRACTOR's establishedpractices, including but not limited to compliance with all applicablenational and local environmental laws and standards and all applicablerequirements in the environmental control plan of Manila WaterCONTRACTOR shall have sole responsibility for implementing andenforcing its environmental compliance program and CONTRACTORsobligations under the General Conditions titled INDEMNITY shall applyto any liability arising in connection with or incidental to CONTRACTOR'sperformance or failure to perform as provided in this clause.

7. CONTRACTOR shall be responsible for the removal from the Jobsite orfor otherwise making safe in accordance with applicable Philippineslaws and directives any materials generated or released byCONTRACTOR during its construction activities at the Jobsite which aretoxic or similarly hazardous to the health and safety of persons or tothe environment.

8. Not discharge into or pollute nearby rivers, creeks, or surface waters withfuels, oils, bitumens, chemicals, acids, sewage, wastewater and anyother harmful materials, debris or foreign materials.

In the event that CONTRACTOR encounters on the Jobsite material reasonably believed to betoxic or hazardous material or waste, which has not been addressed in this Contract,

CONTRACTOR shall immediately stop work in the affected area and notify Manila Water of thecondition including proposal for removal or otherwise dealing with the hazard or toxic waste.Pending receipt of written instructions from Manila Water. CONTRACTOR shall not resume workin the affected area.




8/21

GC-16 SITE CONDITIONS AND NATURAL RESOURCES

CONTRACTOR shall have the sole responsibility for satisfying itself concerning the nature andlocation of the Work and the general and local conditions, including but not limited to thefollowing:

1. Transportation, access, disposal, handling and storage of materials;

2. Availability and quality of labor, water, electric power and road conditions;

3. Climatic conditions, tides, and seasons;

4. River hydrology and river stages;

5. Physical conditions at the Jobsite and the Project area as a whole;

6. Topography and ground surface conditions; and

7. Equipment, facilities and materials needed preliminary to and during thperformance of the Work.

The failure of CONTRACTOR to acquaint itself with any applicable conditions will not relieveCONTRACTOR of the responsibility for properly estimating either the difficulties, time or cost ofsuccessfully performing CONTRACTOR's obligations under this Contract.

GC-17 DIFFERING SITE CONDITIONS

Where Manila Water has made investigation of subsurface conditions in areas where work is tobe performed under this Contract, such investigations are made by Manila Water for the purposeof study and design. If the records of such investigation are included in the Contract Documents,the interpretation of such records shall be the sole responsibility of CONTRACTOR. ManilaWater shall not assume any responsibility whatsoever in respect to the sufficiency or accuracy ofsuch investigations, the records thereof, or of the interpretations set forth and there is no warrantyor guarantee, either expressed or implied, that the conditions indicated by such investigations orrecords thereof are representative of those existing throughout such areas, or any part thereof, orthat unforeseen developments may not occur, or that materials other than or in proportionsdifferent from those indicated may not be encountered.

CONTRACTOR shall promptly notify Manila Water in writing before proceeding with any work orduring the performance of the work itself which CONTRACTOR believes constitute a differing sitecondition with respect to:

(a) Subsurface or latent physical condition at the Jobsite differing materially fromthose indicated on this Contract, or

(b) Previously unknown physical conditions at the Jobsite, of an unusual nature,differing materially from those ordinarily encountered and generally recognized asinherent in the work of the character provided for on this Contract that would have an

impact on CONTRACTORs successful performance of its obligations under thisContract.

Manila Water will then investigate such condition and make a written determination. If ManilaWater determines that such condition does constitute a differing site condition, CONTRACTORmay then, pursuant to the General Condition titled GC 33 CHANGES, submit a writtenproposal for an equitable adjustment setting forth the impact of such differing site condition.Failure of CONTRACTOR to give the required immediate notice of the differing site conditionshall be grounds for rejection of the claim to the extent Manila Water is prejudiced by such delay.




9/21

GC-18 TITLE TO MATERIALS FOUND

To the extent permitted by law, the title to water, soil, rock, gravel, sand, minerals, timber, andany other materials developed or obtained in the excavation or other operationCONTRACTOR or any of its lower-tier subcontractors and the right to use said materials ordispose of same is hereby expressly reserved by Manila Water which shall then act accordingly.CONTRACTOR may, at the sole discretion of Manila Water be permitted, without charge, to use

in the Work any such materials which meet the requirements of this Contract.

Any treasure found during excavation or digging shall be turned over to Manila Water forappropriate action.

GC-19 SURVEY CONTROL POINTS AND LAYOUTS

CONTRACTOR shall complete the layout of all work and shall be responsible for execution of theWork in accordance with the locations, lines, and grades specified or shown on the drawings,subject to such modifications as Manila Water may require as work progresses.

If CONTRACTOR or any of its Lower-Tier contractors or any of their representatives oremployees move or destroy or render inaccurate any survey control point, such control point shall

be replaced by Manila Water at CONTRACTOR's expense. No separate payment will be madefor survey work performed by CONTRACTOR.

GC-20 CONTRACTOR'S WORK AREA

All CONTRACTOR work areas on the Jobsite will be assigned by Manila Water. CONTRACTORshall confine its operations to the areas so assigned. Should CONTRACTOR find it necessary oradvantageous to use any additional off-site area for any purpose whatsoever, CONTRACTORshall, at its expense, provide and make its own arrangements for the use of such additional off-site areas.

GC-21 CLEANING UP

CONTRACTOR shall, at all times, keep its work areas in a neat, clean and safe condition. Uponcompletion of any portion of the Work, CONTRACTOR shall promptly remove from the work areaall its equipment, construction plant, temporary structures and surplus materials not required tobe used at or near the same location during later stages of the Work.

Upon completion of the Work and prior to final payment, CONTRACTOR shall at its own expensesatisfactorily dispose of all rubbish, remove all plant, buildings, equipment and materialsbelonging to CONTRACTOR and return to a designated Manila Water warehouse or Jobsitestorage area all salvageable Manila Water supplied materials. CONTRACTOR shall leave thepremises in a neat, clean and safe condition.

In the event of CONTRACTORs failure to comply with the foregoing requirements, Manila Watermay accomplish the same at CONTRACTORs expense.

GC-22 COOPERATION WITH OTHERS

Manila Water, other contractors and other subcontractors may be working at the Jobsite duringthe performance of this Contract and CONTRACTOR's work or use of certain facilities may beinterfered with as a result of such concurrent activities. Manila Water reserves the right to requireCONTRACTOR to schedule the order of performance of the Work in such a manner as willminimize interference with work of any of the parties involved.




10/21

GC-23 RESPONSIBILITY FOR WORK, SECURITY AND PROPERTY

A. Work in Progress, Equipment and Material. CONTRACTOR shall be responsible for andshall bear any and all risk of loss or damage to work in progress and to equipment andmaterials pursuant to the Special Condition titled SC- 19 TITLE AND RISK OF LOSS.

B. Delivery, Unloading and Storage. CONTRACTOR's responsibility for materials and plant

equipment required for the performance of this Contract shall include:

1. Receiving and unloading;2. Storing in a secure place and in a manner acceptable to Manila Water. Outside

storage of materials and equipment subject to degradation by the elements shallbe in weather tight enclosures provided by CONTRACTOR;

3. Delivering from storage to the Jobsite all materials and plant equipment asrequired; and

4. Maintaining complete and accurate records for Manila Water inspection of allmaterials and plant equipment received, stored and issued for use in theperformance of the Contract.

C. Security. CONTRACTOR shall at all times conduct all operations under this Contract in amanner to avoid the risk of loss, theft, or damage by vandalism, sabotage or any othermeans to any equipment, materials, work or other property at the JobCONTRACTOR shall continuously inspect all equipment, materials and work to discoverand determine any conditions which might involve such risks and shall be solelyresponsible for discovery, determination and correction of any such conditions.

CONTRACTOR shall comply with Manila Water security requirements for the Jobsite.CONTRACTOR shall cooperate with Manila Water on all security matters and shallpromptly comply with any Project security arrangements established by Manila Water.Such compliance with these security requirements shall not relieve CONTRACTOR of itsresponsibility for maintaining proper security for the above noted items, nor shall it beconstrued as limiting in any manner CONTRACTOR's obligation with respect to allapplicable laws and regulations and to undertake reasonable action to establish and

maintain secure conditions at the Jobsite.

D. Property. CONTRACTOR shall plan and conduct its operations so as not to:

1. Disrupt or otherwise interfere with the operation of any pipelintelephone, electric transmission line, ditch or structure unless otherwisespecifically authorized by this contract; or

2. Damage or destroy cultivated and planted areas, and vegetation such astrees, plants, shrubs, and grass on or adjacent to the premises which, asdetermined by Manila Water do not interfere with the performance of thisContract. This includes damage arising from performance of workthrough operation of equipment or stockpiling of materials.

CONTRACTOR shall not be entitled to any extension of time or compensation on account ofCONTRACTOR's failure to protect all facilities, equipment, materials and other property asdescribed herein. All costs in connection with any repairs or restoration necessary or required byreason of unauthorized obstruction, damage or use shall be borne by CONTRACTOR.




11/21

GC-24 CONTRACTOR'S PLANT, EQUIPMENT AND FACILITIES

CONTRACTOR shall provide and use for the Work only such construction plant and equipmentas are capable of producing the quality and quantity of work and materials required by thisContract and within the time or times specified in the Contract Schedule.

Before proceeding with the Work, CONTRACTOR shall furnish Manila Water with information and

drawings relative to such equipment, plant and facilities as Manila Water may request. Uponwritten order of Manila Water, CONTRACTOR shall discontinue operation of unsatisfactory plant,equipment or facilities and shall modify the unsatisfactory items or remove such items from theJobsite.

CONTRACTOR shall, at the time any equipment is moved to the Jobsite, present to Manila Wateran itemized list of all equipment and tools including but not limited to power tools, weldingmachines, pump and compressors. Such list must include description and quality, and serialnumber where applicable. It is recommended that CONTRACTOR identify its equipment by coloretching. Prior to removal of any or all equipment, CONTRACTOR shall clear such removal withManila Water. CONTRACTOR shall not remove any construction plant, equipment or tools fromthe Jobsite before the Work is finally accepted without Manila Waters written approval.

GC-25 ILLUMINATION

When any work is performed at night or where daylight is obscured, CONTRACTOR shall, at itsexpense, provide artificial light sufficient to permit work to be carried on efficiently, satisfactorilyand safely, and to permit thorough inspection. During such time periods the access to the placeof work shall also be clearly illuminated. All wiring for electric light and power shall be installedand maintained in a safe manner and meet all applicable codes and standards.

GC-26 USE OF COMPLETED PORTIONS OF WORK

Whenever, as determined by Manila Water, any portion of the Work performedCONTRACTOR is suitable for use, Manila Water may, upon written notice, occupy and use suchportion. Use shall not constitute acceptance, relieve CONTRACTOR of its responsibilities, or actas a waiver by Manila Water of any terms of this Contract.

CONTRACTOR shall not be liable for normal wear and tear or for repair of damage caused byany misuse during such occupancy or use by Manila Water. If such use increases the cost ortime of performance of remaining portions of the Work, CONTRACTOR shall, pursuant to theGeneral Condition titled "GC 33 CHANGES," be entitled to an equitable adjustment in itscompensation or schedule under this Contract.

If, as a result of CONTRACTOR's failure to comply with the provisions of this Contract, such useproves to be unsatisfactory to Manila Water, Manila Water shall have the right to continue suchuse until such portion of the Work can, without injury to Manila Water be taken out of service forcorrection of defects, errors, omissions or replacement of unsatisfactory materials or equipmentas necessary for such portion of the Work to comply with the Contract; provided that the period ofsuch operation or use pending completion of appropriate remedial action shall not exceed twelve

(12) months unless otherwise mutually agreed in writing between the parties.

CONTRACTOR shall not use any permanently installed equipment unless such use is approvedin writing by Manila Water. When such use is approved, CONTRACTOR shall at its own expenseproperly use and maintain and, upon completion of such use, recondition such equipment asrequired to meet specifications.

If Manila Water furnishes an operator for such permanently installed equipment, all servicesperformed shall be under the complete direction and control of CONTRACTOR, and such




12/21

operator shall be considered a CONTRACTOR's employee for all purposes other than payment ofsuch operator's wages, CONTRACTORs Furnished Insurances or other benefits.

GC-27 USE OF MANILA WATER'S CONSTRUCTION EQUIPMENT OR FACILITIES

Where CONTRACTOR requests Manila Water and Manila Water agrees to make available toCONTRACTOR certain equipment or facilities belonging to or under the control of Manila Water

for the performance of CONTRACTOR work under the Contract, the following shall apply:

1. Equipment or facilities will be charged to CONTRACTOR at agreed rental rates;

2. Manila Water will furnish a copy of the equipment maintenance and inspectionrecord, and these records shall be maintained by CONTRACTOR during therental period;

3. CONTRACTOR shall assure itself of the condition of such equipment andassume all risks and responsibilities during its use;

4. CONTRACTOR shall, as part of its obligation under the General Condition titled"INDEMNITY," release, defend, indemnify and hold harmless Manila Water from

all claims, demands and liabilities arising from the use of such equipment.

5. Manila Water and CONTRACTOR shall jointly inspect such equipment before itsuse and upon its return. The cost of all necessary repairs or replacement fordamage other than normal wear shall be at CONTRACTOR's expense; and

6. If such equipment is furnished with an operator, the services of suchoperator will be performed under the complete direction and control ofCONTRACTOR and such operator shall be considered CONTRACTOR'semployee for all purposes other than the payment of wageCONTRACTOR Furnished Insurances or other benefits whether paiddirectly or indirectly by Manila Water.

7. CONTRACTOR represents and warrants that it is not engaged in Laboronly contracting and shall accordingly indemnify and hold Manila Waterfree and harmless therefore.

GC-28 INSPECTION, QUALITY SURVEILLANCE, REJECTION OF MATERIALS ANDWORKMANSHIP

All material and equipment furnished and work performed shall be properly inspected byCONTRACTOR at its expense, and shall at all times be subject to quality surveillance and qualityaudit by Manila Water, or its authorized representatives who, upon reasonable notice, shall beafforded full and free access to the shops, factories or other places of businCONTRACTOR and its Lower-Tier suppliers and subcontractors for such quality surveillance oraudit. CONTRACTOR shall provide safe and adequate facilities, drawings, documents andsamples as requested, and shall provide assistance and cooperation including stoppage of work

to perform such examination as may be necessary to determine compliance withrequirements of this Contract. Any work covered prior to any quality surveillance or test byManila Water shall be uncovered and replaced at the expense of CONTRACTOR if such coveringinterferes with or obstructs such inspection or test. Failure of Manila Water to make such qualitysurveillance or to discover defective design, equipment, materials or workmanship shall notrelieve CONTRACTOR of its obligations under this Contract nor prejudice the rights of ManilaWater thereafter to reject or require the correction of defective work in accordance with theprovisions of this Contract.




13/21

If any work is determined by Manila Water to be defective or not in conformance with thisContract the provisions of the General Condition titled " GC 36 WARRANTY" shall apply.

GC-29 TESTING

Unless otherwise provided in the Contract, testing of equipment, materials or work shall beperformed by CONTRACTOR at its expense and in accordance with Contract requirements.

Should tests in addition to those required by this Contract be desired by Manila Water,CONTRACTOR will be given reasonable notice to permit such testing. Such additional tests willbe at Manila Waters expense unless of such additional testing is entered into because ofCONTRACTORs initial test failure.

CONTRACTOR shall furnish samples as requested and shall provide reasonable assistance andcooperation necessary to permit tests to be performed on materials or work in place includingreasonable stoppage of work during testing.

GC-30 EXPEDITING

The equipment and materials furnished and work performed under this contract shall besubjected to expediting by Manila Water or its representatives who shall be afforded full and freeaccess to the shops, factories and other places of business of CONTRACTOR and its lower-tier

suppliers and subcontractors for expediting purposes. As required by Manila WCONTRACTOR shall provide detailed schedules and progress reports for use in expediting andshall cooperate with Manila Water in expediting activities.

GC-31 EXCUSABLE DELAYS

If CONTRACTOR's performance of this Contract is prevented or delayed by any unforeseeablecause, existing or future, which is beyond the reasonable control of the parties and without thefault or negligence of CONTRACTOR, CONTRACTOR shall, within twenty-four hours of thecommencement of any such delay, give to Manila Water written notice thereof and within seven(7) calendar days of commencement of the delay, a written description of the anticipated impactof the delay on performance of the Work. Delays attributable to and within the control ofCONTRACTOR's Lower-Tier suppliers or contractors shall be deemed delays within the control of

CONTRACTOR. Within seven (7) calendar days after the termination of any excusable delay,CONTRACTOR shall file a written notice with Manila Water specifying the actual duration of thedelay. Failure to give any of the above notices shall be sufficient ground for denial of anextension of time. If Manila Water determines that the delay was unforeseeable, beyond thecontrol and without the fault or negligence of CONTRACTOR, Manila Water will determine theduration of the delay and will extend the time of performance of this Contract by modifying theSpecial Condition titled "COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK"accordingly. Such extension shall be the sole remedy for the delay.

GC-32 FORCE MAJEURE

No failure or omission to carry out or observe any of the terms, provisions or conditions of thisContract shall give rise to any action or demand by any party against another party or be deemedto be a breach or default of this Contract if the same shall be caused by or arise out of an Eventof Force Majeure, as defined below.

The following events shall constitute an Event of Force Majeure. Any war, declared or not, orhostilities or billigerence, blockade, revolution, insurrection, riot, public disorder, expropriation,requisition, confiscation, nationalization or prolonged obstruction of the exercise of rights exportor import restrictions, closing of harbors, docks, canals or other assistance to or adjuncts ofshipping or navigation of or with any place, rationing or allocation, whether imposed by law,decree or regulation by, or by compliance of industry at the insistence of, any governmentalauthority of or within the Republic of the Philippines, or fire, unusual flood, drought, earthquake,




14/21

pollution of Raw Water (other than caused by the act or omission of the party invoking such Eventof Force Majeure), volcanic eruption, storm, lightning, tidal wave, typhoon signal 3, perils of thesea, accidents of navigation to harbors, docks canals or other assistance to or adjuncts ofshipping or navigation, epidemic, quarantine, or any other event, matter or thing whereveroccurring, which shall not be within the reasonable control of the party affected thereby; provided,however, than no expropriation, requisition, confiscation, nationalization or prolonged obstructionof the exercise of rights by the Republic or any governmental authority or within the Republic of

the Philippines shall constitute an Event of Force Majeure relieving Manila Water of any of itsobligation hereunder.

The party invoking an Event of Force Majeure shall (i) immediately notify in writing each otherparty as soon as reasonably possible of the nature of the Event of Force Majeure and the extentto which the Event of Force Majeure suspends the affected partys obligation under this Contractand (ii) resume performance of its obligation as soon as the effects of the Event of Force Majeurecease to exist.

The parties will consult with each other and take all reasonable steps to minimize the losses ofeither party resulting from an Event of Force Majeure.

GC-33 CHANGES

Manila Water may, at any time, without notice to the sureties if any, by written Change Noticeunilaterally make any change in the Work within the general scope of this Contract, including butnot limited to changes:

1. In the drawings, designs or specifications;

2. In the method, manner, or sequence of CONTRACTOR work;

3. In Manila Water furnished facilities, equipment, materials, services or site(s);

4. Directing acceleration or deceleration in performance of the Work; and

5. Modifying the Contract Schedule or the Contract Milestones.

In addition, in the event of an emergency which Manila Water determines endangers life orproperty, Manila Water may use oral orders to CONTRACTOR for any work required by reason ofsuch emergency. CONTRACTOR shall commence and complete such emergency work asdirected by Manila Water. Such orders will be confirmed by Change Notice.

All other modifications to this contract shall be by written Amendment signed by both parties.If at any time CONTRACTOR believes that acts or omissions of Manila Water constitute a changeto the Work not covered by a Change Notice, CONTRACTOR shall within ten (10) calendar daysof discovery of such act or omission submit a written Change Notice Request explaining in detailthe basis for the request. Manila Water will either issue a Change Notice or deny the request inwriting.

If any change under this clause directly or indirectly causes an increase or decrease in the cost

of, or the time required for, the performance of any part of the Work under this Contract, whetheror not changed by any order, an equitable adjustment shall be made and the Contract modifiedaccordingly.

If the CONTRACTOR intends to assert a claim for an equitable adjustment under this clause itmust, within ten (10) calendar days after receipt of a Change Notice, provide written notification ofsuch intent and within a further twenty (20) calendar days, pursuant to the Special Condition titled"PRICING OF ADJUSTMENTS," submit to Manila Water a written proposal setting forth the




15/21

nature, schedule impact and monetary extent of such claim in sufficient detail to permit thoroughanalysis and negotiation.

Any delay by CONTRACTOR in giving notice or presenting a proposal for adjustment under thisclause shall be grounds for rejection of the claim if and to the extent Manila Water is prejudicedby such delay. In no case shall a claim by CONTRACTOR be considered if asserted after finalpayment under this contract.

Failure by Manila Water and CONTRACTOR to agree on any adjustment shall be a dispute withinthe meaning of the General Condition titled " GC 34 DISPUTE RESOLUTION.

CONTRACTOR shall proceed diligently with performance of the Work, pending final resolution ofany request for relief, dispute, claim, appeal, or action arising under the Contract, and complywith any decision of Manila Water.

GC-34 DISPUTE RESOLUTION

CONTRACTOR shall not be entitled to claim and Manila Water shall not be liabCONTRACTOR or its Lower-Tier suppliers or subcontractors in tort (including negligence), orContract except as specifically provided in this Contract.

Manila Water and CONTRACTOR shall make reasonable efforts to resolve any disagreements ordisputes concerning the interpretation or implementation of this Contract through mutualconsultation and negotiation.

Any claim arising out of or attributable to the interpretation or performance of this Contract whichcannot be resolved by negotiation shall be considered a dispute within the meaning of this clause.

If for any reason Manila Water and CONTRACTOR are unable to resolve a claim for anadjustment, Manila Water or CONTRACTOR shall notify the other party in writing that a disputeexists and request or provide a final determination by Manila Water. Any such request byCONTRACTOR shall be clearly identified by reference to this clause and shall summarize thefacts in dispute and CONTRACTOR's proposal for resolution.

Manila Water shall, within thirty (30) days of any request by CONTRACTOR, provide a writtenfinal determination setting forth the contractual basis for its decision and defining what Contractadjustments it considers equitable. Upon CONTRACTOR's written acceptance of Manila Waterdetermination the Contract will be modified and the determination implemented accordingly or,failing agreement, Manila Water may in its sole discretion pay such amounts and/or revise thetime for performance of the Work in accordance with Manila Water final determination.If Manila Waters final determination is not accepted by CONTRACTOR, the parties agree toproceed in accordance with the Special Condition titled SC-22 ARBITRATION.

It is distinctly agreed and understood that the existence of any claim or dispute will not entitle theCONTRACTOR to stop or delay the Work and CONTRACTOR shall continue to perform theWork in accordance with the provisions of this Contract and in accordance with Manila Watersinstructions with all due diligence and dispatch and perform all its obligations under the Contract.

GC-35 RECORDS AND AUDIT

CONTRACTOR shall maintain records and accounts in connection with the performance of thisContract which will accurately document incurred costs, both direct and indirect, of whatevernature from the commencement of the Work until after two (2) years from the expiration ofCONTRACTOR's warranty unless otherwise specified by applicable law. Manila Water or theirrepresentatives shall have the right to examine and copy, at all reasonable times and withadvance notification, such records and accounts for the purpose of verifying payments or




16/21


17/21

may, upon written notice, perform such work by the most expeditious means available andbackcharge CONTRACTOR for the costs incurred.

The cost of backcharge work shall include:

1. Engineering and non-manual labor cost shall be charged at actual cost plus fortyfive percent (45%) to cover payroll additions;

2. Incurred net delivered material costs;

3. Incurred Lower-Tier supplier and subcontractor costs directly related toperforming the corrective action shall be at net delivered cost;

4. Equipment and tool rentals at prevailing rates in the Jobsite area; and5. A factor of fifteen percent (15%) applied to the total of Items 1 through 4 for

Manila Waters overhead, supervision and administrative costs.

The backcharge notice will request CONTRACTOR's concurrence for Manila Water to proceedwith the required work. However, failure of CONTRACTOR to grant such concurrence shall notimpair Manila Water's right to proceed with work under this or any other provision of this Contract.

Manila Water shall separately invoice or deduct from payments otherwise due to CONTRACTORthe costs as provided herein. Manila Waters right to backcharge is in addition to any and all otherrights and remedies provided in this Contract or by law. The performance of backcharge work byManila Water shall not relieve CONTRACTOR of any of its responsibilities under this Contractincluding but not limited to expressed or implied warranties, specified standards for quality,contractual liabilities and indemnifications, and meeting the Contract Milestones of the SpecialCondition titled COMMENCEMENT, PROGRESS AND COMPLETION OF THE WORK.

GC-38 INDEMNITY

CONTRACTOR hereby releases and shall indemnify, defend and hold harmless Manila Waterand its subsidiaries and affiliates and the officers, agents, employees, successors and assignsand authorized representatives of all the foregoing from and against any and all suits, actions,legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney'sfees, costs and expenses of whatsoever kind or nature, including without limitation those arisingout of damage to property (including but not limited to property of third parties, CONTRACTOR orManila Water) and injury to or death of persons (including but not limited to CONTRACTOR's orManila Waters employees, and third parties) whether arising before or after completion of theWork hereunder and in any manner directly or indirectly caused, occasioned, or contributed to inwhole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, byreason of any act, omission, fault or negligence whether active or passive of CONTRACTOR, itsLower-Tier suppliers, subcontractors or of anyone acting under its direction or control or on itsbehalf in connection with or incidental to the performance of this Contract.

CONTRACTOR's aforesaid release, indemnity and hold harmless obligations, or portions orapplications thereof, shall apply even in the event of the fault or negligence, whether active orpassive, or strict liability of the parties released, indemnified or held harmless to the fullest extent

permitted by law, but in no event shall they apply to liability caused by the willful misconduct orsole negligence of the party released, indemnified or held harmless.

GC-39 PATENT AND INTELLECTUAL PROPERTY INDEMNITY

CONTRACTOR hereby indemnifies and shall defend and hold harmless Manila Water and itssubsidiaries and affiliates from and against any and all claims, actions, losses, damages, andexpenses, including attorney's fees, arising from any claim, whether rightful or otherwise, that anyconcept, product, design, equipment, material, process, copyrighted material or confidential




18/21

information, or any part thereof, furnished by CONTRACTOR under this Contract constitutes aninfringement of any patent or copyrighted material or a theft of trade secrets. If use of any part ofsuch concept, product, design, equipment, material, process, copyrighted material or confidentialinformation is limited or prohibited, CONTRACTOR shall, at its sole expense, procure thenecessary licenses to use the infringing or a modified but non-infringing concept, product, design,equipment, material, process, copyrighted material or confidential information or, with ManilaWaters prior written approval, replace it with substantially equal but non-infringing concepts,

products, designs, equipment, materials, processes, copyrighted material or confidentiainformation; provided, however,

1. That any such substituted or modified concepts, products, designs, equipment,material, processes, copyrighted material or confidential information shall meetall the requirements and be subject to all the provisions of this Contract; and

2. That such replacement or modification shall not modify or relieve CONTRACTORof its obligations under this Contract.

The foregoing obligation shall not apply to any concept, product, design, equipment, material,process, copyrighted material or confidential information the detailed design of which (excludingrating and/or performance specifications) has been furnished in writing by Manila Water to

CONTRACTOR.

GC-40 ASSIGNMENTS AND SUBCONTRACTS

Any assignment of this Contract or rights hereunder, in whole or part, without the prior writtenconsent of Manila Water shall be void, except that upon ten (10) calendar days written notice toManila Water CONTRACTOR may assign monies due or to become due under this Contract,provided that any assignment of monies shall be subject to proper set-off in favor of Manila Waterand any deductions provided for in this Contract.

CONTRACTOR shall not subcontract with any third party for the performance of all or any portionof the Work without the advance written approval of Manila Water. Purchase orders andsubcontracts of any tier must include provisions to secure all rights and remedies of Manila Waterprovided under this Contract, and must impose upon the Lower-Tier supplier and subcontractorall of the duties and obligations required to fulfill this Contract.

Copies of all purchase orders and subcontracts are to be provided to Manila Water upon request.Pricing may be deleted unless the compensation to be paid thereunder is reimbursable under thisContract.

No assignment or subcontract will be approved which would relieve CONTRACTOR or itssureties, if any, of their responsibilities under this Contract. CONTRACTOR shall ensure that allLower-Tier Subcontracts and purchase orders are made in writing. CONTRACTOR agrees thatany subcontractor or assignee shall be held jointly and severally liable with CONTRACTOR.

GC-41 SUSPENSION

Manila Water may by written notice to CONTRACTOR, suspend at any time the performance ofall or any portion of the Work to be performed under the Contract. Upon receipt of such notice,CONTRACTOR shall, unless the notice requires otherwise:

1. Immediately discontinue work on the date and to the extent specified in thenotice;

2. Place no further orders or subcontracts for material, services, or facilities withrespect to suspended work other than to the extent required in the notice;




19/21

3. Promptly make every reasonable effort to obtain suspension upon termssatisfactory to Manila Water of all orders, subcontracts and rental agreements tothe extent they relate to performance of suspended work;

4. Continue to protect and maintain the Work including those portions on whichwork has been suspended; and

5. Take any other reasonable steps to minimize costs associated with suchsuspension.

Upon receipt of notice to resume suspended work, CONTRACTOR shall immediately resumeperformance under this Contract to the extent required in the notice.

If CONTRACTOR intends to assert a claim for equitable adjustment under this clause it must,pursuant to the General Condition titled " GC 33 CHANGES" and within ten (10) calendar daysafter receipt of notice to resume work, submit the required written notification of claim and withintwenty (20) calendar days thereafter its written proposal setting forth the impact of suchsuspension.

GC-42 TERMINATION FOR DEFAULT

Notwithstanding any other provisions of this Contract, CONTRACTOR shall be considered indefault of its contractual obligations under this Contract if it:

1. Performs work which fails to conform to the requirements of thisContract;

2. Fails to make progress so as to endanger performance of this Contract;

3. Abandons or refuses to proceed with any of the Work, including modificationsdirected pursuant to the General Condition titled " GC 33 CHANGES;"

4. Fails to fulfill or comply with any of the terms of this Contract;

5. Engages in behavior that is dishonest, fraudulent or constitutes a conflict ofinterest with CONTRACTOR's obligations under this Contract; or if

6. CONTRACTOR becomes insolvent or makes a general assignment for thebenefit of creditors or reasonable grounds for insecurity arise with respect toCONTRACTOR's performance.

Upon the occurrence of any of the foregoing, Manila Water shall notify CONTRACTOR in writingof the nature of the failure and of Manila Water's intention to terminate the Contract in whole or inpart, for default. If CONTRACTOR does not rectify such failure within seven (7) calendar daysfrom receipt of notification, or sooner if safety is involved, or fails to provide satisfactory evidencethat such default will be corrected within a reasonable time, Manila Water may, by written notice

to CONTRACTOR and without notice to CONTRACTOR's sureties, if any, terminate in whole orin part CONTRACTOR's right to proceed with the Work and Manila Water may prosecute theWork to completion by Contract or by any other method deemed expedient. Manila Water maytake possession of and utilize any data, designs, licenses, equipment, materials, plant, tools, andproperty of any kind furnished by CONTRACTOR and necessary to complete the Work.

CONTRACTOR and its sureties, if any, shall be liable for all costs in excess of the Contract pricefor such terminated work reasonably and necessarily incurred in the completion of the Work,




20/21


21/21

Upon any such termination, CONTRACTOR shall waive any claims for damages including loss ofanticipated profits; on account thereof, but as the sole right and remedy of CONTRACTOR,Manila Water shall pay in accordance with the following:

1. The Contract price corresponding to the work performed in accordance with thisContract prior to such notice of termination;

2. All reasonable costs for work thereafter performed as specified in such notice;

3. Reasonable administrative costs of settling and paying claims arising out of thetermination of work under purchase orders or subcontracts;

4. Reasonable costs incurred in demobilization and the disposition of residualmaterial, plant and equipment; and

5. A reasonable overhead and profit on items 2 through 4 of this clause.CONTRACTOR shall submit within thirty (30) calendar days after receipt of notice of termination,a written statement setting forth its proposal for an adjustment to the Contract price to includeonly the incurred costs described in this clause. Manila Water shall review, analyze, and verifysuch proposal, and negotiate an equitable adjustment, and the Contract shall be modified

accordingly.

GC-44 FINAL INSPECTION AND ACCEPTANCE

When CONTRACTOR considers the Work, or any Manila Water identified independent portion ofthe Work under this Contract to be complete and ready for acceptance, CONTRACTOR shallnotify Manila Water in writing. Manila Water, with CONTRACTOR's cooperation, will conduct suchreviews, inspections and tests as may be reasonably required to satisfy Manila Water that theWork, or identified portion of the Work, conforms to all requirements of the Contract. If all or anypart of the Work covered by CONTRACTOR's notice does not conform to Contract requirements,Manila Water shall notify CONTRACTOR of such nonconformance and CONTRACTOR shalltake corrective action and then have the nonconforming work reinspected until all Contractrequirements are satisfied.

Manila Water shall issue a notice of provisional acceptance for individual portions which havebeen satisfactorily inspected subject only to Manila Water's final acceptance of the Work as awhole.

Manila Water's written notice of final acceptance of the Work under this Contract ,only afterexpiration of the warranty period, shall be final and conclusive except with regard to latentdefects, fraud or such gross mistakes as amount to fraud, or with regard to Manila Water's rightsunder the General Condition titled " GC 36 WARRANTY".

GC-45 NON-WAIVER

Failure by Manila Water to insist upon strict performance of any terms or conditions of thisContract, or failure or delay to exercise any rights or remedies provided herein or by law, or

failure to properly notify CONTRACTOR in the event of breach, or the acceptance of or paymentfor any goods or services hereunder, or the review or failure to review designs shall not releaseCONTRACTOR from any of its warranties or obligations under this Contract and shall not bedeemed a waiver of any right of Manila Water to insist upon strict performance hereof or any of itsrights or remedies as to any prior or subsequent default hereunder nor shall any termination ofwork under this Contract by Manila Water operate as a waiver of any of the terms hereof.


G l C diti D i d C t ti f 10ML C t