WEDNESDAY, THURSDAY & FRIDAY, NOVEMBER 13, 14 & 15, 2024 * 1:30PM TO 4:45PM VIA ZOOM
Construction projects have a history of contractual disputes and conflicts. These problems have reduced the efficiency and profitability of property development.
Many construction projects end up in disputes which could be very costly in time, effort, and money for all parties directly involved and affected. These could range from construction defects, delays, worksite accidents, variation in plans, non-compliance to building code and other regulations, payment issues, etc. Conflicts and costly litigation could be avoided when the parties have a well-crafted and comprehensively defined construction contract. Language is everything.
Enroll in this 3-session training and let our subject matter expert and construction law practitioner navigate you in perfecting that construction contract from bidding or negotiation, pre-construction to completion and project turnover.
Whether you're a seasoned professional or new to the construction industry, this training will surely benefit you. Enroll!
She is a private practitioner, Chief Legal Officer of a global company, Chairman of ICON Iloilo Power and Electric Corporation, Founder of Summit Structures Corporation, trained arbitrator, book author, bar review lecturer, and an Associate Professor of law. She was the former Regulatory Legal Head of Meralco Power Gen’s Global Business Power, Assistant Vice President and Head of the Legal Department of ISOC Holdings, Inc. and all its subsidiaries, Chief Information and Compliance Officer of publicly-listed Ferronoux Holdings. She was also the Legal Counsel of Megawide Construction Corporation and Corporate Legal Head of Citicore Power, Inc. where she was in-charge of review and drafting of contracts, transaction documents and deeds among many others. She is a seasoned practitioner and subject matter expert on construction law.
She has a completed her Strategic Business Economics program from the University of Asia & the Pacific, Master of Laws from the Pamantasan ng Lungsod ng Maynila and a Doctor of Civil Law degree from UST GSLaw.
Project Owners & Developers
Contractors & Subcontractors
Architects & Engineers
Designers & Project Managers
Financiers & Suppliers
Lawyers
Everyone interested in the topic
I. Preliminaries
- importance of having a written construction contract (default provisions of law, risk shifting/ allocation)
- problems in contract drafting and implementation stage
- scrivener’s error
II. 7 Relevant Laws
III. Common Transaction Structures in the Philippines
- EPC or Turnke
- Design and Build
- General Construction
IV. Common Pricing Arrangements in the Philippines
- Lump Sum
- Cost Plus
V. 3 Common Template Construction Contracts used in the Philippines
VI. Breach of Contract by Owner
a. Failure to Make Progress Payments
b. Misrepresentation
c. Concealment
d. Contractual interference
e. Material Change of Contract / Abandonment
f. Improper termination of contract
VII. Breach of Contract by Contractor
a. Warranties/ Performance Standards
b. Delay
i. Delays
- Time is of the essence
- Demand not necessary
- Slippage
ii. Liquidated Damages
- Industry standard
- 1/10 of 1% of the contract price per every day of delay but not exceeding 10% of the total contract price
- Unperformed work
- Loss of Rents and Profits
- Fraud
VIII. Critical Provisions and sample clauses (with pros and cons for owner and contractor)
a. Parties
- Capacity of parties
- Authority of representatives
b. Recitals
- Intention of the parties
c. Contract Documents (order, additional documents)
- Construction or project documents
- Order of priority
- Additional documents
d. Scope of Work
- Inclusions
- Exclusions
- OSM
- Permits (except PCAB)
- Miscellaneous items
e. Responsibilities of the Owner and Contractor
f. Contract Price
- Manner of Payment or Payment Schedule
- Invoicing (progress billing less retention)
- Disputing an Invoice (suspension of payment/ payment under protest with or without interest)
g. Notification
- Parties
- Manner
- Period
h. Variation
- Change orders by Owner or due to fault of contractor
- Approval of change order
- Article 1724 of the NCC, as amended
- Contractor’s guaranteed minimum
i. Taxes, Duties, and Fees
- Withholding taxes
- Certificates
j. Retention
- 10% of the total contract price
- Period of release
k. Bonds
- Performance Bond
- Advance Payment Bond
- Payment Bond
- Retention Bond
- Guarantee Bond
- Warranty Bond
l. Insurance policies
- CARI
- Irrevocable beneficiary
- Co-insured
m. Risk of Loss
- Res perit domino
- Acceptance and carve out
n. Termination
- For convenience (unilateral)
- For a cause
- Mutual termination
o. Default
- Insolvency
- Bankruptcy
- Abandonment
- etc
p. Indemnities
- Indemnification and free and harmless clause
- Payment of counsel of choice
q. Set-off
- Voluntary
r. Certificates
- Substantial Completion
- Final Completion
- Final Acceptance
s. Option to Take Over
- Negative slippage
- Contractor’s default
- Step in rights
t. Contract Period/ Completion
- Catch up plan
u. Force Majeure
- Notification
- Effects (duty to preserve and minimize effects)
- Duration
- List/ enumeration
v. Limitation of Liability and Consequential Damages
- Formula
- Cap
w. Extension of Time
- Other unforeseen circumstances not necessarily Force Majeure
- Holidays (legal, local or national)
x. Preterition of holiday
- Non-banking days
- Non-working days
y. Construction Defects and Defects Liability Period
- Article 1723 of the NCC, as amended
- Punch list
z. Delays
- Time is of the essence
- Demand not necessary
- Slippage
aa. LD, Penalty, and other damages
- 1/10 of 1% of the contract price per every day of delay but not exceeding 10% of the total contract price
- Unperformed work
- Penalty not related to time delay (breach of reps and warranties, default such as abandonment)
- Other damages not in relation to time delay, breach of reps and warranties, default such as abandonment
bb. Escalation
- Conditions
- Basis/ formula/ Rate
cc. Labor Cost Escalation
- Formula
- Cap
dd. Other compliance
ee. Subcontracting
- Back-to-back penalty
- Limitations
ff. Assignment
- For purposes of financing
- For purposes of rediscounting
gg. Cooperation
- Deed of Cooperation
hh. Warranties
- Manufacturer’s warranty
- Warranty against hidden defects
- Endorsement or assignment, if necessary
ii. Representations and Warranties
jj. Testing and Commissioning
kk. Dissatisfaction
- Curing
- Suspension
- No- compensation
ll. Intellectual Property
- Irrevocable perpetual license for free
mm. Dispute Resolution Mechanism
- Good faith negotiations
- RA 9285
- Arbitration or Litigation (take note of small claims)
nn. Liens and Claims
oo. Miscellaneous Provisions
- Jointly drafted or independent legal advice
- Governing law
- Separability and Amendments
- Entire agreement
- Execution in counterparts
- Further acts and assurances
- Duty to keep records
- No agency
- No waiver
XI. Green Regulations and Environmental Liability
a. Green building regulations
- Philippine Green Building Code
b. Environmental and Pollution Liability
X. Arbitration
- Threshold amounts
- CIAC (With sample case study)
- Opting out (With example case study)
- Termination clause (With sample case study)
- Suspension of work and payment
XI. Key Take Aways
Note: The lectures and discussions may not necessarily follow the sequence presented in the above course outline. The use of examples are intended to incorporate several principles together to effectively impart knowledge to the audience.
Contact Person: Glaisie Falculan
Mobile Number 09498701832
Telefax: (+632) 8842-7148 or 59
Email: glaisie.cgbp@yahoo.com
