CONTRACT OF SERVICES

KNOW ALL MEN BY THESE PRESENTS: This Contract of Services (hereinafter Contract) is made and executed by and between: SM DEVELOPMENT CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Philippines with principal address at 4th Floor, OneE-Com Center Ocean Drive, Mall of Asia Complex CBP-1A, Pasay City represented herein by its Sr. Vice President/COO, Rosalie Y. Qua and its Assistant VP, Glenna Veronica T. Galupo (hereinafter referred to as OWNER); AND M CONTEMPORARY INTERIOR CONCEPT CORP., a business entity duly organized and existing under the laws of the Republic of the Philippines with principal address at Unit 3L, 3rd Floor Amber Place, Bayani Road, Fort Bonifacio Taguig represented herein by MONICA FRANCEZ C. SARMIENTO (hereinafter referred to as the DESIGNER) (Each a Party, and together, Parties in this Contract) WITNESSETH: WHEREAS, the OWNER desires to develop a commercial building, necessitating, among others, the construction of PRINCETON RESIDENCES, COMMON AREAS hereinafter referred to as the PROJECT; WHEREAS, the PROJECT requires the complete design space planning; WHEREAS, the DESIGNER has represented and warranted that it has the capability, technical expertise, and qualifications to undertake the above mentioned services; WHEREAS, on the basis of the above-mentioned representations and warranties, the OWNER agrees to engage the services of the DESIGNER; NOW, THEREFORE, for and in consideration of the foregoing premises and of the other covenants made herein, the Parties hereto hereby agree that:

ARTICLE 1 DESIGNERS BASIC SERVICES The services to be rendered by the DESIGNER as herein authorized by the OWNER for the PROJECT shall consist of the following:
1.1

Complete INTERIOR DESIGN SERVICES

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ARTICLE II SCOPE OF WORK 2.01

Phase I Schematic Design Phase Developing concepts which will satisfy OWNERs requirements in establishing a basis for the scope of work and implementation of the DESIGNERS design to provide overall evaluation and functional objectives.
o o

Preparation of Three schemes / studies for Clients approval; Schemes shall consist of floor plans showing furniture lay out, preliminary perspectives, and conceptual images needed to illustrate the design intent.

Client to review, select or comment on the schemes submitted, final Schematic Design package shall be signed as approved prior to proceeding to the next phase. 2.02

Phase II Concept / Design Development From the approved Schematic Design scheme, develop into more detailed drawings in CADD.

Interior design drawings/documents include: o Floor Pattern Lay-out o Reflected Ceiling Plan showing lighting o (4) Four Interior Elevations for each major area specified o Transverse and Longitudinal Sections o Spot Detail drawings(as per required) o Shop/construction detail drawings o Itemized furniture drawing o Material boards o General Specifications for design Finishes o Window treatment (as per required) o Window and Door schedule(as per required) o Provide at least 1Rendered Perspective per unit Client to review and comment. Final Design Development package shall be signed as approved prior to proceeding to the next phase. 2.03

Phase III Specifications

Construction

Drawings

Contract

Documents

and

Prepare from the approved Design Development Documents, the Construction Drawings and Specifications setting forth in detail the work required. Furnish not more than Two (2) complete sets of detailed final working drawings and general specifications setting forth the design and detail of the project. Construction documents, drawings and detailed specifications
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for the following systems or components will be prepared by the project consultants/ awarded contractors and suppliers for the Designer to review. 2.04

Phase IV Awarding of Bids Assist the OWNER, in coordination with the Construction Management Team, in analyzing the bid forms submitted by the bidders, in making negotiations and making reasonable adjustments in order to meet the budget. Phase V Construction Phase Construction phase will commence with the award of the contractors or the issuance of purchase orders. The DESIGNERS obligation to provide basic services under this Agreement will terminate when final payment to contactors or supplier are paid, or thirty (30) days after the date of substantial completion of work, whichever occurs first. Provide technical assistance to the Construction Management Team in interpretation of plans and specifications. The General Contactor shall be responsible for coordinating with the DESIGNER and OWNER the purchase delivery and installation of furniture, furnishing, or equipment. In the event that substitutions are required due to budgetary constraints or availability, the General contractor is to advice the Designer/Owner in writing or review issue(s) prior to proceeding. Assist the OWNER, in coordination with the Construction Management Team, in making decisions on all claims of the Contractor and on all other matters relating to the execution and progress of the work or the interpretation of the Contract Documents. Assist the OWNER in specifying furniture, furnishings and accessories as well as checking and approving samples, schedules, shop drawings and other submissions only for conformance with the information given by the Contract Documents. Services would include periodic site inspections (3-4 hours) and attendance at general and technical meeting at the jobsite for the acceptance of work performed by the Contractor, to ensure work is being performed in accordance with the Documents, Specifications and Design Concepts. Review, reject or recommend approval to the OWNER the shop drawings and alternatives materials / finishes provided and submitted by the Contractor. But only for compliance with the design concept of the work and with information given in the contract documents. Such action shall be taken with reasonable promptness so as to cause no delay.

2.05

All cost of Travel Expenses incurred in the construction phase after the first 15 site visits, meetings with the OWNER, and purchasing of furnishings by the Designer shall be paid by the Client. A fixed amount of 1000 pesos will be requested from the client for each day within Alabang, Las Pinas, Makati, Mandaluyong, Pasig and Quezon City area. Such additional payment shall be billed monthly by the DESIGNER together with other reimbursable expenses.
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Jobsite meeting with the presence of the DESIGNER, CLIENT and GENERAL CONTRACTOR shall be scheduled.

The DESIGNER will secure the written approval of the OWNER for each phase as it is completed.

ARTICLE III SCHEDULE OF WORK The schedule of work shall be as follows:

Scope of Work Schematic Design Phase Deliverables Two (2) sets in A3 format Project Duration 2 weeks from initial presentation upon issuance of Notice to Proceed and downpayment 2 weeks from final submission from receipt of clients comments 6-8 weeks from approval of schematic design 6-8 weeks from approval of design development package

Design Development Phase Contract Documents Phase

Two (2) sets in A3 format, efile Two (2) sets, 20x30 Blueprints Specifications and Bill of Materials: Letter Format Efile

Construction Phase

3-4 hours site inspection visit

ARTICLE IV FEES AND MANNER OF PAYMENTS 4.01 That the OWNER agrees to pay the DESIGNER for the Professional Interior Design Services, DESIGNERS FEE:
Professional Fee: P Total Area: PROFESSIONAL FEE

PhP 873,998.00

AMOUNT IN WORDS: Eight Hundred Seventy Three Thousand Nine Hundred Ninety Eight VAT Inclusive

4.2

The payments to the DESIGNER on account of his fee shall be made by the OWNER as follows:

Ten (10%) of the total project fee upon signing of this Agreement. Twenty (20%) percent upon submission of Schematic Design Package Thirty five (35% ) upon submission of Design Development Package Twenty (20%) upon submission of the Contract Document Phase Fifteen (15%) completion of project

Note: The DESIGNER shall be properly compensated upon completion of each phase work.
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Invoice shall be paid within 2 weeks upon requisition. An interest of 2% monthly shall be charged on payment overdue more than 14 working days form the date of requisition. 4.3 Reimbursable Expenses Any special costs incurred for the project such as additional services, reproduction and revisions after the Owner has approved and signed each phase of work, Photocopying, Cadd plotting, all costs of blue prints after the first 2 sets have been submitted, film developing, transportation allowance for construction site visits, taxi fare in relation to the project, travel outside of Metro Manila area, long distance and overseas telephone calls, courier services and postage outside of Metro Manila areas, and expenditures made at the specific request of the Owner which are not related to the basic project services described above will be at the cost of the Owner. The Designer shall present a receipt of all Special costs plus 10% service charge. For Transportation Allowance: travel expense within Alabang, Las Pias, Makati, Mandaluyong, Pasig, and Quezon city area P 1,000/ per day For travel expense outside the areas stated above ( but still within Metro Manila), P 2,000/ per day Airfare for travel on behalf of the Client, board, lodging, and local transportation during stay shall be for Clients account.
4.4

If the work of the DESIGNER is suspended or abandoned in whole or in part payments to the DESIGNER will correspond only to the fees due at the stage of suspension or abandonment of the work. ALL PAYMENTS ARE PAYABLE TO INSPIRED INTERIORS.

4.5

ARTICLE V SUCCESSORS AND ASSIGNS The OWNER and the DESIGNER each binds themselves, their partners, successors, executors, administrators, representatives and assigns to the other party to in respect to all covenants of this Contract. Except as above, neither the OWNER nor the DESIGNER shall assign, sublet or transfer their respective interest in this Contract without the written consent of the other.

ARTICLE VI OTHER COVENANTS

6.1

It is expressly agreed that and understood that the personnel, technical or otherwise, of the DESIGNER assigned to the PROJECT are not employees of the OWNER, hence the latter is not liable for any and all money claims by the employees of the former in the performance of his obligations.

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6.2

Sales, value added, withholding and other government imposed taxes on the provision of Interior Design services are included in the amount of fee. NO deduction shall be made from the compensation to the DESIGNER described herein on account of such taxes. Unless the OWNER is mandated by law to deduct or withhold such amounts. Drawings and specification duly signed, stamped, or scaled as instruments of service are the property and documents of the DESIGNER, whether the PROJECT for which they were made is executed or not. Notwithstanding the foregoing, the OWNER has the absolute right to use the said design, without the necessity of obtaining the consent of the DESIGNER. Provided that in the event that the design will be used for advertisement purposes, due recognition will be extended to the DESIGNER on a best effort basis. The OWNER shall provide the DESIGNER the necessary information as to its requirements for the Project. The DESIGNER shall not be responsible for the Contractors failure to carry out the work per the Contract Documents as well as delays in construction unless attributable to the DESIGNER. Should the DESIGNER be required to make changes to plans previously approved/ signed by the OWNER, this shall be considered a change order. The amount of the change order shall be subject to the mutual agreement of the Parties prior to making the changes. Extra copies / sets of the drawings requested by the OWNER are considered additional expenses and shall be charged accordingly based on direct cost plus 10% service charge.

6.3

6.4

6.5

6.6

6.7

6.8 This Agreement may be terminated by either parties, upon written notice, should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination.
6.9

This Agreement may be terminated by the client after seven days written notice to the Designer. Should the designer be terminated at no fault, she shall be compensated for the services performed prior to the receipt of notice including 10% of the remaining balance of the fee.

7.10 The completion of Project shall not exceed Four (4) months from this date. Completion of Projects delayed through no fault of Designer shall require a 5 % of professional fee from the Owner for every month of delay unless delay is due to fortuitous event or force majeure

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IN WITNESS WHEREOF, this Contract Services is signed by both the OWNER and the DESIGNER this _____ day of _____________, 2011 at _______________.

SM DEVELOPMENT CORPORATION

M CONTEMPORARY

By: ROSALIE Y. QUA SARMIENTO SMDC Sr. Vice President

By: MONICA FRANCEZ C.

GLENNA VERONICA T. GALUPO AVP Project Director SIGNED IN THE PRESENCE OF ____________________ ____________________

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) PASAY CITY, METRO MANILA) S.S. BEFORE ME, this ____day of _____________________ ____________________ Philippines, personally appeared: Name Issued SM Development Corp. 2010/Pasay City Rosaline Y. Qua Glenna Veronica T. Galupo M Contemporary Interior Concept Corp. Taguig City Monica Francez C. Sarmiento Taguig City Identification Document/Number (CEI) CTC No.: 00027914 DL No.: N05-77-018079 SSS No.: 33-3795768-7 CTC No.: 00143324 CTC No.: 12808764 Jan. May 30, 2011 Quezon City 5, Date/Place at

Jan. 5, 2011/ Jan. 5, 2011/

Known to me and known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is of their free and voluntary act and deed and of the entities herein represented. It is further certified that the foregoing instrument refers to a Construction Agreement consisting of Eight (8) pages including this page on which the acknowledgement is written with all pages duly signed by the Parties herein and their instrumental witnesses at the proper places and duly impressed with my notarial seal. WITNESS MY HAND and official seal at the place and on the date first abovewritten.

Doc. No. ________: Page No.________: Book No.________: Series of 2011

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