Standard Form of Agreement Between Owner and Architect

AGREEMENT made as of the 15th day of March in the year 2019.

BETWEEN the Architect’s client identified as the Owner:

Samantha Avery F. Sanders
Married to Stone Andrew M. Sanders
B3A L1A Ayala Alabang Village, Muntinlupa City

and the Architect:

ARCH. Juvilyn S. Mandap
Birch Tower Condominium
1622 Jorge Bocobo St., Malate, Manila
Email: juvilyn15@gmail.com

for the following Project:

Forbes Park Residences
Forbes Park, Makati City, Metro Manila

The Owner and Architect agree as follows.

TABLE OF ARTICLES

1. INITIAL INFORMATION
2. ARCHITECT’S RESPONSIBILITIES
3. SCOPE OF ARCHITECT’S SERVICES
4. SUPPLEMENTAL AND ADDITIONAL SERVICES
5. OWNER’S RESPONSIBILITIES
6. COST OF THE WORK
7. COPYRIGHTS AND LICENSES
8. CLAIMS AND DISPUTES
9. TERMINATION OR SUSPENSION
10. MISCELLANEOUS PROVISIONS
11. COMPENSATION
12. SPECIAL TERMS AND CONDITIONS
14. SCOPE OF THE AGREEMENT

ARTICLE 1: INITIAL INFORMATION

1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each
item in this section, insert the information or a statement such as “not applicable” or “unknown
at time of execution.”)

1.1.1 The Owner’s program for the Project: (Insert the Owner’s program, identify documentation
that establishes the Owner’s program, or state the manner in which the program will be
developed.)

1.1.2 The Project’s physical characteristics:

Address: 5 Flame Tree Road, Forbes Park, Makati City

Lot Area: 3,000 square meters
Floor Area: 2,700 square meters
Modern 3 Level Residential House

1.1.3 The Owner’s budget for the Cost of the Work, as defined in Section 6.1:

Budget: 1.4 Billion Pesos (House and Lot)

1.1.4 The Owner’s anticipated design and construction milestone dates:

1. Design phase milestone dates, if any:

2. Construction commencement date:
3. Substantial Completion date or dates:
4. Other milestone dates:

1.1.5 The Owner intends the following procurement and delivery method for the Project:
(Identify method such as competitive bid or negotiated contract, as well as any requirements for
accelerated or fast- track design and construction, multiple bid packages, or phased
construction.)

1.1.6. If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete
and incorporate UAP SPP DOCUMENTS, Sustainable Projects Exhibit, into this Agreement to
define the terms, conditions and services related to the Owner’s Sustainable Objective. If SPP
DOCUMENT 202 is incorporated into this agreement, the Owner and Architect shall incorporate
the completed UAP SPP DOCUMENT into the agreements with the consultants and contractors
performing services or Work in any way associated with the Sustainable Objective.

1.1.7 The Owner identifies the following representative in accordance with Section 5.3:

ATTY. Ezekiel Yu
Sta. Mesa, Manila
Email: zikyu@gmail.com
Contact No. 09176890989

1.1.8 The persons or entities, in addition to the Owner’s representative, who are required to
review the Architect’s submittals to the Owner are as follows:

ATTY. Rashid Yu
Sta. Mesa, Manila
Email: rashidyu@gmail.com
Contact No. 09178900900

ENGR. Mico Alonzo

Sta. Cruz, Manila
Email: micoalonzo@gmail.com
Contact No. 09176562234

1.1.9 The Owner shall retain the following consultants and contractors:

Geotechnical Engineer:
ENGR. Henry C. Hidalgo
Ocampo St., Sampaloc, Manila
Email: henryhidaldo@gmail.com
Contact No. 09173567867

2. Civil Engineer:
ENGR. Tristan P. Satchel
Jorge Bocobo St, Malate, Manila
Email: tansatchel@gmail.com
Contact No. 09178586798

3. Other, if any:

1.1.10 The Architect identifies the following representative in accordance with Section 2.3:

ARCH. Sapphire M. Loyola

Ayala Alabang Village, Muntinlupa City
Email: saphloyola@yahoo.com.ph
Contact No. 09176789989

ARCH. Issabelle A. Alcantara

Pulo, Cabuyao City, Laguna
Email: bellealcantara@gmail.com
Contact No. 09174259876

1.1.11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2:

Structural Engineer:
ENGR. Bryle P. Simon
Makati City
Email: rysimon@gmail.com
Contact No. 09176785637

2. Mechanical Engineer:
ENGR. Cassandra P. Yazon
Sampaloc, Manila
Email: cassieyazon@gmail.com
Contact No. 09176853357

3. Electrical Engineer:
ENGR. Jose Antonio L. Lopez
Katapatan, Cabuyao, Laguna
Email: jantoniolopez@gmail.com
Contact No. 09178790989

1.1.11.1 Consultants retained under Basic Services:

Structural Engineer:
ENGR. Bryle P. Simon
Makati City
Email: rysimon@gmail.com
Contact No. 09176785637

2. Mechanical Engineer:
ENGR. Cassandra P. Yazon
Sampaloc, Manila
Email: cassieyazon@gmail.com
Contact No. 09176853357

3. Electrical Engineer:
ENGR. Jose Antonio L. Lopez
Katapatan, Cabuyao, Laguna
Email: jantoniolopez@gmail.com
Contact No. 09178790989

1.1.11.2 Consultants retained under Supplemental Services:

1.1.12 Other Initial Information on which the Agreement is based:

1.2 The Owner and Architect may rely on the Initial Information. Both parties, however,
recognize that the Initial Information may materially change and, in that event, the Owner and
the Architect shall appropriately adjust the Architect’s services, schedule for the Architect’s
services, and the Architect’s compensation. The Owner shall adjust the Owner’s budget for the
Cost of the Work and the Owner’s anticipated design and construction milestones, as necessary,
to accommodate material changes in the Initial Information.

1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of
Service or any other information or documentation in digital form. The parties will use UAP SPP
Documents, Building Information Modeling and Digital Data Exhibit, to establish the protocols
for the development, use, transmission, and exchange of digital data.

1.3.1 Any use of, or reliance on, all or a portion of a building information model without
agreement to protocols governing the use of, and reliance on, the information contained in the
model and without having those protocols set forth in UAP SPP Documents, Building
Information Modeling and Digital Data Exhibit, and the requisite UAP SPP Documents, Project
Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk
and without liability to the other party and its contractors or consultants, the authors of, or
contributors to, the building information model, and each of their agents and employees.

ARTICLE 2: ARCHITECT’S RESPONSIBILITIES

2.1 The Architect’s relation to his Client is depended upon good faith. To insure the continues
existence of such state of good relationship, the Architect’s position carries with it certain moral
obligations to his Client and to himself.

2.1.1 The Architect may introduce to a prospective Client the professional services he is able to
perform provided it is limited to presentation of examples of his professional experience and
does not entail the offering of free preliminary sketches or other services without the benefit of
an agreement with the Client for legitimate compensation.

2.1.2 The Architect shall acquaint or ascertain from the Client at the very inception of their
business relationship, the exact nature and scope of his services and the corresponding
professional charges.

2.1.3 The Architect shall advise a Client against proceeding with any project whose practicability
may be questionable due to financial, legal or arresting or exigent conditions, even if such advice
may mean the loss of a prospective commission to the Architect. The Architect shall explain the
conditional character of estimates other than estimates submitted in the form of actual proposals
by contractors and in no case shall be guarantee any estimates or cost of the work. Neither shall
he mislead his Client as to probable cost of the work in order to secure a commission.

2.1.4 The Architect shall consider the needs and stipulation of his Client and the effects of his
work upon the life and well-being of the public and the community as a whole, and to endeavor
to meet the aesthetic and functional requirements of the project commensurate with the Client’s
appropriation.

2.1.5 The Architect shall charge his Client for services rendered, a professional fee
commensurate with the work involved and with his professional standing and experience based
upon the Basic Minimum Fee prescribed under the “Standards of Professional Practice” of the
“Architect’s National Code”.

2.1.6 The Architect shall not undertake, under a fixed contract sum agreement, the construction
of any project based on plans prepared by him. He may in certain cases, undertake the
construction of a project even when the plans were prepared by him provided it is undertaken in
conformity with the conditions set forth under sections covering “Construction Services”
“Comprehensive Services” or “Design-Build Services” of the document on “STANDARDS OF
PROFESSIONAL PRACTICE.”

2.1.7 The Architect shall be compensated for his services solely through his professional fee
charged directly to the Client. He shall not accept nor ask for any other returns in whatever form
from any interested source other than the Client.

2.1.8 The Architect shall be free in his investments and business relations outside of his
profession from any financial or personal interest which tend to weaken and discredit his
standing as an unprejudiced and honest adviser, free to act in his Client’s best interests. If the
Architect has any business interests which will relate to, or affect the interest of his Client, he
should inform his Client of such condition or situation.

2.1.9 The Architect shall include in his agreement with the Client a clause providing for
arbitration as a method for settlement of disputes.

ARTICLE 3: SCOPE OF ARCHITECT’S SERVICES

3.1 Project Definition Phase

This phase involves the definition of the requirements of the project by the Owner. The Architect
in turn informs the Owner of the technical requirements of the project and the concomitant
professional fees. In this phase, the Architect:

3.1.1 Consults with the Owner to ascertain the conceptual framework and related requirements of
the project and confirms such requirements with him.

3.1.2 Gathers relevant information and data leading to the definition of the requirements of the
project, including the scope of the Architect’s services.

3.1.3 Reviews and refines the owner’s space requirements and translates them into an
architectural program.

3.1.4 Prepares an initial statement of probable construction cost.

3.2 Schematic Design Phase

This phase consists of the preparation of schematic design studies derived from the Project
Definition Phase, leading to conceptual plans. The Architect:

3.2.1 Evaluates the Owner’s program, schedule, budget, project site and proposes methods of
project deliveries.

3.2.2 Prepares the initial line drawings representing design studies leading to a recommended
solution, including a general description of the project for approval by the Owner.

3.2.3 Submits to the Owner a Statement of the Probable Project Construction Cost (SPPCC)
based on current cost parameters.

3.3 Design Development Phase

Based on approved schematics and conceptual plans, the Architect prepares:

3.3.1 The Design Development documents consisting of plans, elevations, sections and other
drawings,

3.3.2 Outline specifications to fix and illustrate the size and character of the entire project as to
type of materials, type of structural, electrical, mechanical, sanitary, electronic and
communications systems.

3.3.3 Diagrammatic layout of construction systems, and

3.3.4 An updated SPPCC for submission to the Owner.

3.4 Contract Document Phase

Based on the approved Design Development Documents, the Architect:

3.4.1 Prepares the complete Contract Documents consisting of detailed designs and construction
drawings, setting forth in detail the work required for the architectural, structural, electrical,
plumbing/ sanitary, mechanical, electronic and communication works prepared by the Architect
and the respective professionals involved.

3.4.2 Prepares Technical Specifications describing type and quality of materials, finish, manner
of construction and the general conditions under which the project is to be constructed.

3.4.3 Submits to the Owner seven (7) sets of all construction drawings and technical
specifications for purposes of obtaining a building permit.

3.4.4 Updates the SPPCC based on changes in scope, requirements or market conditions.
3.4.5 Assists the Owner in filing the required documents to secure approval of government
authorities having jurisdiction over the design of the Project.

3.5 Bidding or Negotiation Phase

3.5.1 In this phase, the Architect:

Prepares the Bid Documents such as forms for contract letting, documents for construction,
forms for invitation and instruction to bidders, forms for bidders’ proposals, general / specific
conditions of contract, etc.

Assists the Owner from the early stage of establishing a list of prospective Contractors to
awarding of the construction contract.

3.5.2 For competitive bids / procurements, the Architect:

Furnishes complete sets of the Bid Documents for purposes of bidding in as many sets as may be
required to conduct a successful bidding. The said documents are loaned to bidders at an amount
sufficient to cover direct and indirect costs attendant to the preparation, packaging, reproduction
and delivery of the said documents.

The Bid Documents are the intellectual property of the Architect (Sec. 33 of R.A. No. 9266), and
must be returned by all entities acquiring bid documents. A bond may be required to assure the
return of the Bid Documents.

The Architect retains the sole ownership and copyright to the said documents (Sec. 33 of R.A.
No. 9266). As such, bidders must not reproduce nor use the documents for unauthorized
purposes. The Owner also must not use the documents for any other purpose other than the
project for which the Owner and Architect signed an agreement.

1. Helps in organizing and conducting pre-bid conferences,

2. Responds to questions from bidders,

3. Assists the Owner in obtaining proposals from Contractors, analyzes bid results and prepares
abstract of bids, notice of award, notice to proceed and other construction contracts.

3.5.3 For negotiated contracts, the Architect performs similar functions as in item 2.5.2 but
negotiates with one Contractor instead of many bidders.

3.6 Construction Phase

In this phase, the Architect performs the following:

3.6.1 Makes decisions on all claims of the Owner and Contractors on all matters relating to the
execution and progress of work or the interpretation of the Contract Documents.

3.6.2 Prepares change orders, gathers and turns over to the Owner written guarantees required of
the Contractor and Sub-Contractors.

3.6.3 Makes periodic visits to the project site to familiarize himself with the general progress and
quality of work and to ascertain that the work is proceeding in accordance with the Contract
Documents. The Architect shall not be required to make exhaustive or continuous 8-hour on-site
supervision to check on the quality of the work involved and shall not be held responsible for the
Contractor's failure to carry out the Construction work in accordance with the Contract
Documents. During such project site visits and on the basis of his observations, he shall report to
the Client defects and deficiencies noted in the work of Contractors, and shall condemn work
found failing to conform to the Contract Documents.

3.6.4 Determines the amount owing and due to the Contractor and issues corresponding
Certificates for Payment for such amounts based on his observations and the Contractor's
Applications for Payment. These Certificates will constitute a certification to the Client that the
work has progressed to the state indicated and that to his best knowledge, the quality of work
performed by the Contractor is in accordance with the Contract Documents. The Architect shall
conduct the necessary inspection to determine the date of substantial and final completion and
issue the final Certificate of Payment to the Contractor.

3.6.5 Should more extensive inspection or full-time (8-hour) construction supervision be

required by the Client, a separate full-time supervisor shall be hired and agreed upon by the
Owner and the Architect subject to the conditions provided in the SPP Document on Full -Time
Supervision. When the Architect is requested by the Owner to do the full time supervision, his
services and fees shall be covered separately in conformance with the applicable and appropriate
SPP Document.

ARTICLE 4: SUPPLEMENTAL AND ADDITIONAL SERVICES

4.1 Supplemental Services

4.1.1 The services listed below are not included in Basic Services but may be required for the
Project. The Architect shall provide the listed Supplemental Services only if specifically
designated in the table below as the Architect’s responsibility, and the Owner shall compensate
the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this
Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed
Supplemental Service is not being provided for the Project.
(Designate the Architect’s Supplemental Services and the Owner’s Supplemental Services
required for the Project by indicating whether the Architect or Owner shall be responsible for
providing the identified Supplemental Service. Insert a description of the Supplemental Services
in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.)

Supplemental Services Responsibility

4.1.1.1 Programming

4.1.1.2 Multiple preliminary designs

4.1.1.3 Measured drawings

4.1.1.4 Existing facilities surveys

4.1.1.5 Site evaluation and planning

4.1.1.6 Building Information Model management responsibilities

4.1.1.7 Development of Building Information Models for post construction use

4.1.1.8 Civil engineering

4.1.1.9 Landscape design

4.1.1.10 Architectural interior design

4.1.1.11 Value analysis

4.1.1.12 Detailed cost estimating beyond that required in Section 6.3

4.1.1.13 On-site project representation

4.1.1.14 Conformed documents for construction

4.1.1.15 As-designed record drawings

4.1.1.16 As-constructed record drawings

4.1.1.17 Post-occupancy evaluation

4.1.1.18 Facility support services

4.1.1.19 Tenant-related services

4.1.1.20 Architect’s coordination of the Owner’s consultants

4.1.1.21 Telecommunications/data design

4.1.1.22 Security evaluation and planning

4.1.1.23 Commissioning

4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3

4.1.1.25 Fast-track design services

4.1.1.26 Multiple bid packages

4.1.1.27 Historic preservation

4.1.1.28 Furniture, furnishings, and equipment design

4.1.1.29 Other services provided by specialty Consultants

4.1.1.30 Other Supplemental Services

4.1.2 Description of Supplemental Services

4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect’s
responsibility is provided below.
(Describe in detail the Architect’s Supplemental Services identified in Section 4.1.1 or, if set
forth in an exhibit, identify the exhibit. The AIA publishes a number of Standard Form of
Architect’s Services documents that can be included as an exhibit to describe the Architect’s
Supplemental Services.)

4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner’s
responsibility is provided below.
(Describe in detail the Owner’s Supplemental Services identified in Section 4.1.1 or, if set forth
in an exhibit, identify the exhibit.)

4.1.3 If the Owner identified a Sustainable Objective in Article 1, the Architect shall provide, as
a Supplemental Service, the Sustainability Services required in UAP SPP Documents,
Sustainable Projects Exhibit, attached to this Agreement. The Owner shall compensate the
Architect as provided in Section 11.2.

4.2 Architect’s Additional Services

The Architect may provide Additional Services after execution of this Agreement without
invalidating the Agreement. Except for services required due to the fault of the Architect, any
Additional Services provided in accordance with this Section 4.2 shall entitle the Architect to
compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect’s
schedule.

4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect
shall notify the Owner with reasonable promptness and explain the facts and circumstances
giving rise to the need. The Architect shall not proceed to provide the following Additional
Services until the Architect receives the Owner’s written authorization:

1. Services necessitated by a change in the Initial Information, previous instructions or approvals

given by the Owner, or a material change in the Project including size, quality, complexity, the
Owner’s schedule or budget for Cost of the Work, or procurement or delivery method;
2. Services necessitated by the enactment or revision of codes, laws, or regulations, including
changing or editing previously prepared Instruments of Service;

3. Changing or editing previously prepared Instruments of Service necessitated by official

interpretations of applicable codes, laws or regulations that are either (a) contrary to specific
interpretations by the applicable authorities having jurisdiction made prior to the issuance of the
building permit, or (b) contrary to requirements of the Instruments of Service when those
Instruments of Service were prepared in accordance with the applicable standard of care;

4. Services necessitated by decisions of the Owner not rendered in a timely manner or any other
failure of performance on the part of the Owner or the Owner’s consultants or contractors;

5. Preparing digital models or other design documentation for transmission to the Owner’s
consultants and contractors, or to other Owner-authorized recipients;

6. Preparation of design and documentation for alternate bid or proposal requests proposed by
the Owner;

7. Preparation for, and attendance at, a public presentation, meeting or hearing;

8. Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except
where the
Architect is party thereto;

9. Evaluation of the qualifications of entities providing bids or proposals;

10.Consultation concerning replacement of Work resulting from fire or other cause during
construction; or,

11. Assistance to the Initial Decision Maker, if other than the Architect.

4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following
Additional Services, notify the Owner with reasonable promptness, and explain the facts and
circumstances giving rise to the need. If, upon receipt of the Architect’s notice, the Owner
determines that all or parts of the services are not required, the Owner shall give prompt written
notice to the Architect of the Owner’s determination. The Owner shall compensate the Architect
for the services provided prior to the Architect’s receipt of the Owner’s notice.

1. Reviewing a Contractor’s submittal out of sequence from the submittal schedule approved by
the Architect;

2. Responding to the Contractor’s requests for information that are not prepared in accordance
with the Contract Documents or where such information is available to the Contractor from a
careful study and comparison of the Contract Documents, field conditions, other Owner-
provided information, Contractor- prepared coordination drawings, or prior Project
correspondence or documentation;

3. Preparing Change Orders and Construction Change Directives that require evaluation of
Contractor’s proposals and supporting data, or the preparation or revision of Instruments of
Service;

4. Evaluating an extensive number of Claims as the Initial Decision Maker; or,

5. Evaluating substitutions proposed by the Owner or Contractor and making subsequent

revisions to Instruments of Service resulting therefrom.

4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth
below as Additional Services. When the limits below are reached, the Architect shall notify the
Owner:

1. Reviews of each Shop Drawing, Product Data item, sample and similar submittals of the
Contractor

2. Visits to the site by the Architect during construction

3. Inspections for any portion of the Work to determine whether such portion of the Work is
substantially complete in accordance with the requirements of the Contract Documents

4. Inspections for any portion of the Work to determine final completion.

4.2.4 Except for services required under Section 3.6.5 and those services that do not exceed the
limits set forth in Section 4.2.3, Construction Phase Services provided more than 60 days after
(1) the date of Substantial Completion of the Work or (2) the initial date of Substantial
Completion identified in the agreement between the Owner and Contractor, whichever is earlier,
shall be compensated as Additional Services to the extent the Architect incurs additional cost in
providing those Construction Phase Services.

4.2.5 If the services covered by this Agreement have not been completed within ( ) months of the
date of this Agreement, through no fault of the Architect, extension of the Architect’s services
beyond that time shall be compensated as Additional Services.

ARTICLE 5: OWNER’S RESPONSIBILITIES

5.1 The Owner shall provide full information as to his requirements for the Project.

5.2 When necessary, designate a representative authorized to act on his behalf.

5.3 Promptly examine and render decisions pertaining to documents submitted by the Architect
to avoid unreasonable delay in the progress of the Architect’s work. The Owner should issue
orders to the General Contractor only through the Architect.

5.4 Furnish or direct the Architect to obtain at his expense, a certified survey of the site, giving,
as may be required, topographical and/or relocation surveys covering grades and lines of streets,
alleys, easements, encroachments and related information, boundaries, with dimensions and
complete data pertaining to existing buildings, structures, trees, plants, water bodies, wells,
excavations / pits, etc. and other improvements and full information as to the available utility /
service lines both public and private; zoning compliances, clearances, deed/s of restrictions,
encumbrances and annotations to titles, association guidelines and standards, and soil
investigations / tests, borings and test pits necessary for determining soil and sub-soil conditions.

5.5 Promptly pay for architectural and all other engineering and allied services required for the
project.

5.6 Pay for the design and consulting services on acoustic, communication, electronic, and other
specialty systems which may be required for the project.

5.7 Arrange and pay for such legal, auditing, insurance, counseling and other services as may be
required for the project.

5.8 Pay for all reimbursable expenses incurred in the project as called for in Section 7: “Other
Conditions on Services” and all taxes including VAT (but not including income tax) that the
government may impose on the Architect as a result of the services rendered by the Architect on
the project, whether the services were performed as a natural person i.e. an individual
practitioner or as a juridical entity i.e. as a sole proprietorship, partnership or corporation.

5.9 If the Owner observes or otherwise becomes aware of anything that may impair the
successful implementation of the project, he shall give prompt written notice to the Architect.

ARTICLE 6: COST OF THE PROJECT CONSTRUCTION

6.1 Project Construction Cost (PCC) as herein referred to, means the cost of the completed
building to the Owner, including the structure, plumbing/sanitary and electrical fixtures,
mechanical equipment, elevators, escalators, air-conditioning system, fire protection system,
alarm and clock system, communications and electronic system, elements attached to the
building and all items indicated in the plans, designs, drawings and specifications prepared by
the Architect and his consultants. The construction cost of other items planned and designed by
the Architect, such as architectural interiors (AI) and site development plan elements and other
items of similar nature, additionally planned / designed by the Architect are also part of the PCC.

6.2 The cost of materials used and the labor for their installation are part of the PCC. If these
items are furnished by the Owner below its market cost, the cost of the material and labor shall
nonetheless be computed on the basis of the current (and fair market value) costs.

6.3 The PCC does not include any of the fees for the Architect, the Engineer, the Specialist
Consultants or the salaries of the construction inspectors.

ARTICLE 7: COPYRIGHTS AND LICENSES

7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other
classified information, the transmitting party is the copyright owner of such information or has
permission from the copyright owner to transmit such information for its use on the Project.

7.2 Rules on Copyright Ownership. - Copyright ownership shall be governed by the following
rules:

7.2.1 Subject to the provisions of this section, in the case of original literary and artistic works,
copyright shall belong to the author of the work;

7.2.2 Drawings, specifications and other documents prepared by the Architect are the Architect’s
Instruments of Service, and are for the Owner’s use solely with respect to constructing the
Project.

7.2.3 The Architect shall retain all common law, statutory and other reserved rights, including
the copyright.

7.2.4 Upon completion of the construction of the Project, provided that the Owner substantially
performs its obligations under this Agreement, the Architect concedes to the Owner a license to
use the Architect’s Instruments of Service as a reference for maintaining, altering and adding to
the Project.

7.2.5 The Owner agrees to compensate the Architect from all costs and expenses related to
claims arising from the Owner’s use of the Instruments of Service without retaining the
Architect.

7.2.6 Pursuant to the principle and spirit in the enactment of Presidential Decree No. 49 on the
Protection of Intellectual Property dated November 14, 1972, the Work of architecture;
ornamental design; maps, plans, sketches and charts; scientific and artistic work as the creative
conceptual designs indicated or projected in the drawings and/or models or reports are and shall
remain the property of the Architect.

7.2.7 Republic Act 545 Section 24. (4), stipulates that all designs, drawings, specifications and
copies thereof, prepared by the Architect as instruments of service, are the property and
documents of the Architect whether the work for which they are made may be executed or not,
and it shall be unlawful for any person to copy, duplicate said documents for use on other works
except by written consent of the Architect or author of said documents and the Architect properly
compensated for it.

7.2.8 If the Owner would desire to have a copy of the Drawings on reproducible film or paper
(sepia) or copies of photographs, slides, video and film cups, etc., the Owner shall pay for the
cost of said reproducible copies on his own account and in no case shall it be reproduced or to be
used on other works except by written agreement with the Architect, and the Architect properly
compensated for it.

ARTICLE 8: CLAIMS AND DISPUTES

8.1 General

8.1.1 All questions in dispute under this Agreement shall be submitted in accordance with the
provisions of R.A. No. 9285, otherwise known as the Alternative Dispute Resolution (ADR) Act
of 2004 and as provided for under E.O. No.1000, governing Construction (and Consulting)
Industry Arbitration, as well as Art. No. 2042 of the New Civil Code.

8.1.1.1 All litigations shall be confined under the jurisdiction of city/municipality and both
parties agree not to adjudicate in any other areas for that matter.

8.1.2 In case of any dispute concerning this Agreement, the Parties may venture into a
negotiation/mediation period for fourteen (14) calendar days, failure of which would authorize
any of the parties to engage in conciliatory discussions within another 14 calendar days, or to
immediately seek arbitration modes of ADR under the Construction Industry Arbitration
Commission (CIAC), guaranteeing a resolution of the issues presented within a six (6) month
period, after which the losing party may file a Petition for Review before the Court of Appeals
(CA).

8.3.2 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional
person or entity duly consented to by parties to this Agreement, shall be specifically enforceable
in accordance with applicable law in any court having jurisdiction thereof.

8.3.3 The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it
in accordance with applicable law in any court having jurisdiction thereof.

8.3.4 Consolidation or Joinder

8.3.4.1 Either party, at its sole discretion, may consolidate an arbitration conducted under this
Agreement with any other arbitration to which it is a party provided that (1) the arbitration
agreement governing the other arbitration permits consolidation; (2) the arbitrations to be
consolidated substantially involve common questions of law or fact; and (3) the arbitrations
employ materially similar procedural rules and methods for selecting arbitrator(s).

8.3.4.2 Either party, at its sole discretion, may include by joinder persons or entities substantially
involved in a common question of law or fact whose presence is required if complete relief is to
be accorded in arbitration, provided that the party sought to be joined consents in writing to such
joinder. Consent to arbitration involving an additional person or entity shall not constitute
consent to arbitration of any claim, dispute or other matter in question not described in the
written consent.

8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration
conducted under this Section 8.3, whether by joinder or consolidation, the same rights of joinder
and consolidation as the Owner and Architect under this Agreement.

8.4 The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9: TERMINATION OR SUSPENSION

9.1 The owner, upon certification of the architect justifying his action, may terminate the
contract with the contractor within 15 days written notice and surety of the contractor if any and
take possession of the premises, tools, materials, etc.

9.1.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,
such failure shall be considered substantial nonperformance and cause for termination or, at the
Architect’s option, cause for suspension of performance of services under this Agreement. If the
Architect elects to suspend services, the Architect shall give seven days’ written notice to the
Owner before suspending services. In the event of a suspension of services, the Architect shall
have no liability to the Owner for delay or damage caused the Owner because of such suspension
of services. Before resuming services, the Owner shall pay the Architect all sums due prior to
suspension and any expenses incurred in the interruption and resumption of the Architect’s
services. The Architect’s fees for the remaining services and the time schedules shall be
equitably adjusted.
9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed
prior to notice of such suspension. When the Project is resumed, the Architect shall be
compensated for expenses incurred in the interruption and resumption of the Architect’s services.
The Architect’s fees for the remaining services and the time schedules shall be equitably
adjusted.

9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than
the fault of the Architect, the Architect may terminate this Agreement by giving not less than
seven days’ written notice.

9.4 Either party may terminate this Agreement upon not less than seven days’ written notice
should the other party fail substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the termination.

9.5 The Owner may terminate this Agreement upon not less than seven days’ written notice to
the Architect for the Owner’s convenience and without cause.

9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the
Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the
Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs
attributable to termination, including the costs attributable to the Architect’s termination of
consultant agreements.

9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement
for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant
to Section 9.3, the Owner shall pay to the Architect the following fees:

1. Termination Fee:
2. Licensing Fee if the Owner intends to continue using the Architect’s Instruments of Service:

9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from
the date of Substantial Completion.

9.9 The Owner’s rights to use the Architect’s Instruments of Service in the event of a termination
of this Agreement are set forth in Article 7 and Section 9.7.

ARTICLE 10: MISCELLANEOUS PROVISIONS

10.1 This Agreement shall be governed by the law of the place where the Project is located,
excluding that jurisdiction’s choice of law rules. If the parties have selected arbitration as the
method of binding dispute resolution, the Alternative Dispute Resolution/Construction Industry
Arbitration Law shall govern Section 8.3.

10.2 Terms in this Agreement shall have the same meaning as those in UAP SPP Documents,
General Conditions of the Contract for Construction.

10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns,
and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this
Agreement without the written consent of the other, except that the Owner may assign this
Agreement to a lender providing financing for the Project if the lender agrees to assume the
Owner’s rights and obligations under this Agreement, including any payments due to the
Architect by the Owner prior to the assignment.

10.4 If the Owner requests the Architect to execute certificates, the proposed language of such
certificates shall be submitted to the Architect for review at least 14 days prior to the requested
dates of execution. If the Owner requests the Architect to execute consents reasonably required
to facilitate assignment to a lender, the Architect shall execute all such consents that are
consistent with this Agreement, provided the proposed consent is submitted to the Architect for
review at least 14 days prior to execution. The Architect shall not be required to execute
certificates or consents that would require knowledge, services, or responsibilities beyond the
scope of this Agreement.
10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause
of action in favor of, a third party against either the Owner or Architect.

10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for
the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous
materials or toxic substances in any form at the Project site.

10.7 The Architect shall have the right to include photographic or artistic representations of the
design of the Project among the Architect’s promotional and professional materials. The
Architect shall be given reasonable access to the completed Project to make such representations.
However, the Architect’s materials shall not include the Owner’s confidential or proprietary
information if the Owner has previously advised the Architect in writing of the specific
information considered by the Owner to be confidential or proprietary. The Owner shall provide
professional credit for the Architect in the Owner’s promotional materials for the Project. This
Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this
Agreement for cause pursuant to Section 9.4.

10.8 If the Architect or Owner receives information specifically designated as “confidential” or

“business proprietary,” the receiving party shall keep such information strictly confidential and
shall not disclose it to any other person except as set forth in Section 10.8.1. This Section

10.8 shall survive the termination of this Agreement.

10.8.1 The receiving party may disclose “confidential” or “business proprietary” information
after 7 days’ notice to the other party, when required by law, arbitrator’s order, or court order,
including a subpoena or other form of compulsory legal process issued by a court or
governmental entity, or to the extent such information is reasonably necessary for the receiving
party to defend itself in any dispute. The receiving party may also disclose such information to
its employees, consultants, or contractors in order to perform services or work solely and
exclusively for the Project, provided those employees, consultants and contractors are subject to
the restrictions on the disclosure and use of such information as set forth in this Section 10.8.

10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its
remaining provisions. If it is determined that any provision of the Agreement violates any law, or
is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary
to make that provision legal and enforceable. In such case the Agreement shall be construed, to
the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in
executing the Agreement.

ARTICLE 11: COMPENSATION

The Architect’s compensation is based on the Architect’s / architectural firm’s talents, skill,
experience, imagination, and on the type and level of professional services provided.
Compensation for Regular Design Services may be based on one or more of the following:

11.1 Percentage (%) of Project Construction Cost (PCC)

The Architect’s Fee based on the PPC shall be detailed in the Architect’s Guidelines.

11.2 Multiple of Direct Personnel Expenses

This cost-based method of compensation is applicable only to non-creative work such as

accounting, secretarial, research, data gathering, preparation of reports and the like. This method
of compensation is based on technical hours spent and does not account for creative work since
the value of creative design cannot be measured by the length of time the designer has spent on
his work. The computation is made by adding all costs of technical services (man hours x rate)
and then multiplying it by a multiplier to cover overhead and profit.

The multiplier ranges from 1.5 to 2.5 depending on the office set-up, overhead and experience of
the Architect and the complexity of the Project.
Other items such as cost of transportation, living and housing allowances of foreign consultants,
out-of-town living and housing allowances of the local consultants and the like, are all to be
charged to the Client. At the start of the commission, the Architect shall make known to the
Client the rate of professionals and personnel who will be assigned to the Project and the
multiplier that has to be applied before agreeing on this method of compensation.

FORMULA:

Assume:

A= Architect’s rate / hour

C= Consultant’s rate / hour

T= Rate per hour of Technical Staff, Researchers and others involved in the Project

AN, CN, TN = No. of hours spent by Architect, Consultants and Technical Staff

M= Multiplier to account for overhead and reasonable profit. The value may range from 1.5 to
2.5 depending on the set-up of the Architect’s office and the complexity of the Project.

R= Reimbursable expenses such as transportation, housing and living allowance of Consultant,

transportation, per diem, housing and living allowance of local consultants and technical staff if
assigned to places over 100km. from area of operation of the Architect.

Cost of printing of extra set of drawings, reports, maps, contract documents, etc. over the seven
(7) copies submitted to the Client, overseas and long distance calls, technical and laboratory
tests, licenses, fees, taxes and similar cost items needed by the Project.

Direct cost = AN + CN + TN
Fee = Direct Cost x M
Total Cost of Service charged to Client = Fee + R

11.3 Professional Fee Plus Expenses

This method of compensation is frequently used where there is continuing relationship involving
a series of Projects. It establishes a fixed sum over and above the reimbursement for the
Architect’s technical time and overhead. An agreement on the general scope of the work is
necessary in order to set an equitable fee.

11.4 Lump Sum or Fixed Fee

This method may be applied to government projects since they entail more paper work and time-
consuming efforts.

11.5 Per Diem, Honorarium Plus Reimbursable Expenses

In some cases a Client may request an Architect to do work which will require his personal time
such as:

11.5.1 Attending project-related meetings, conferences or trips;

1.5.2 Conducting ocular inspection of possible project sites; and

11.5.3 Conferring with others regarding prospective investments or ventures and the like.

For these particular activities, the Architect as agent of the Owner may be paid on a per diem and
honorarium basis plus out-of-pocket expenses such as but not limited to travel, accommodations
and subsistence.

11.6 Mixed Methods of Compensation

The SPP provides for more than one method of compensation on a project. Each project should
be examined to determine the most appropriate method of compensation.

ARTICLE 12: SPECIAL TERMS AND CONDITIONS

Special terms and conditions that modify this Agreement are as follows:

12.1 The Architect shall be entitled to sign the building by inscription, or otherwise, on a
permanent, suitable and reasonably visible part of the building.

12.2 The Architect shall be entitled to include as part of the construction contract documents a
provision to erect a sign identifying the Architect and the Architect’s Consultants at the Place of
the Work. In some instances the Owner may also be represented on the sign. Graphics on the
sign may also include a reproduction of a rendering of the Project.

12.3 If any provision of this contract is declared by a court of competent jurisdiction to be

invalid, illegal, or unenforceable, such provision shall be severed from this contract and the other
provisions shall remain in full force and effect.

12.4 This contract shall be governed by the law of the Philippines.

12.5 The Owner and the Architect respectively bind themselves, their partners, successors,
assigns and legal representatives to the other party to this contract and to the partners, successors,
assigns and legal representatives of such other party with respect to all covenants of this contract.
Except as otherwise provided herein, neither the Owner nor the Architect shall assign, sublet, or
transfer an interest in this contract without the written consent of the other. Consent to such
assignment or transference shall not be unreasonably withheld.

12.6 This contract represents the entire and integrated contract between the Owner and the
Architect and supersedes all prior negotiations, representations, or contracts, either written or
oral. This contract may be amended only in writing signed by both the Owner and the Architect

ARTICLE 13: SCOPE OF THE AGREEMENT

13.1 This Agreement represents the entire and integrated agreement between the Owner and the
Architect and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be amended only by written instrument signed by both the Owner and
Architect.

13.2 This Agreement is comprised of the following document identified below:

1. UAP SPP DOCUMENT 202 - STANDARDS OF PROFESSINAL PRACTICE ON

REGULAR DESIGN SERVICES

2. RA. 9266 - THE ARCHITECTURE ACT OF 2004

3. RA. 8293 - INTELLECTUAL PROPERTY CODE OF THE PHILIPPINES

4. RA. 9285 - ALTERNATIVE DISPUTE RESOLUTION ACT OF 2004

5. RA. 2042 - NEW CIVIL CODE OF THE PHILIPPINES

6. EO. 1008 – CONSTRUCTION INDUSTY ARBITRATION LAW

7. CODE OF ETHICS FOR ARCHITECTS

IN WITNESS WHEREOF, the parties to this Agreement have on the day and year first above
given, hereunto set their hands at the bottom of this page and on the left-hand margin of all the
other pages of this Agreement.

OWNER ARCHITECT
MRS. SAMANTHA AVERY F. SANDERS ARCH. JUVILYN S. MANDAP
MR. STONE ANDREW M. SANDERS

WITNESSES

ATTY. VALENTINE CHUI ENGR. TROY FUENTABELLA

FAMILY ATTORNEY DEPARTMENT HEAD
 ACKNOWLEDGEMENT

_______________________________ ________________________________

Republic of the Philippines)

City of ____________ ) s.s.

Before me, a Notary Public in and for the City of ______________, personally appeared the
Owner, ________________________ with Residence Certificate No. 00000000 issued on Month
00, 200x in - ____________ City and the Architect, _____________ with Residence Certificate
No. 00000000 issued in _________, on Month 00, 200x, both known to me to be the same
persons who executed the foregoinq instrument and acknowledging to me that the same is their
free act and deed.

In witness whereof, I have hereunto set my hand and affixed my Notarial Seal this ____ of
_________ in the City of ___________, Philippines.

NOTARY PUBLIC

Doc. No. _________;

Page No. _________;
Book No. _________;
Series of 2019.