GOVERNMENTOFMALAYSIA

STANDARDFORMOF CONTRACTTOBEUSED
WHEREBILLSOF QUANTITIESFORM PARTOF
THECONTRACT
P.W.D. FORM203A(Rev.2007)
HakCiptaTerpeliharaKerajaanMalaysia
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TABLE OF CONTENT
1.0 DEFINITIONSAND INTERPRETATION ...........................................................................1
2.0 CONTRACTPERIOD ...................................................................................................3
3.0 THES.O.ANDS.O:SREPRESENTATIVE .....................................................................4
4.0 S.O:SRIGHTTOTAKEACTION ....................................................................................4
5.0 S.O:SINSTRUCTIONS...............................................................................................5
6.0 SCOPEOFCONTRACT................................................................................................5
7.0 CONTRACTSUM ......................................................................................................6
8.0 CONTRACTDOCUMENTS ..........................................................................................6
9.0 REPRESENTATIONS,WARRANTIESANDUNDERTAKINGSOFTHECONTRACTOR...........7
10.0 OBLIGATIONSOFTHECONTRACTOR.......................................................................8
11.0 INSPECTIONOFSiTE................................................................................................9
12.0 PROGRAMMEOFWORK..........................................................................................9
13.0 PERFORMANCEBOND/PERFORMANCEGUARANTEESUM .........................................9
14.0 INDEMNITYIN RESPECTOFPERSONALINJURIESAND DAMAGETOPROPERTY..........10
15.0 INSURANCEAGAINSTPERSONALINJURIESANDDAMAGETOPROPERTY....................11
16.0 INDEMNITIESTOGOVERNMENTIN RESPECTOFCLAIMSBYWORKMEN ..................... 12
17.0 EMPLOYEES'SOCIALSECURITYACT, 1969...............................................................12
18.0 INSURANCEOFWORKS ..........................................................................................13
19.0 SETIINGOUT.........................................................................................................14
20.0 UNFIXEDMATERIALSANDGOODS ...........................................................................14
21.0 COMPLIANCEWITHTHELAW ...................................................................................14
22.0 DESiGN ..................................................................................................................15
23.0 EMPLOYMENTOFWORKMEN ..................................................................................16
24.0 VARIATIONS ...........................................................................................................17
25.0 VALUATION OFVARIATION ......................................................................................18
26.0 BILLOF QUANTITIES ...............................................................................................18
27.0 MEASUREMENTOFWORKS ...................................................................................19
28.0 PAYMENTTOCONTRACTORAND INTERIMCERTIFICATES .........................................20
29.0 ADJUSTMENTOF CONTRACTSUM ...........................................................................20
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30.0 FLUCTUATIONOFPRICE ...........................................................................................21
31.0 FINALACCOUNTAND PAYMENTCERTIFICATE ..........................................................21
32.0 EFFECTOFS.O.'SCERTIFICATES .............................................................................22
33.0 DEDUCTION FROMMONEYDUETOCONTRACTOR...................................................22
34.0 PRIMECOSTI PROVISIONALSUMS ..........................................................................22
35.0 MATERIALS,GOODSANDWORKMANSHIP ................................................................22
36.0 INSPECTIONANDTESTINGOFMATERIALS, GOODSANDEQUIPMENT........................23
37.0 CONSTRUCTIONALPLANT, EQUIPMENT,VEHICLESAND MACHINERIES......................24
38.0 POSSESSION OFSiTE...............................................................................................24
39.0 COMPLETIONOFWORKS ........................................................................................25
40.0 DAMAGESFORNON-COMPLETION ...........................................................................26
41.0 SECTIONALCOMPLETION .......................................................................................26
42.0 PARTIALOCCUPATIONITAKINGOVERBYGOVERNMENT...........................................27
43.0 DELAYAND EXTENSIONOFTIME .............................................................................28
44.0 CLAIMSFORLOSSAND EXPENSE ...........................................................................29
45.0 INVESTIGATIONBYTHE GOVERNMENTAND OTHERPERSONSIN CASEOFACCIDENT,
FAILUREOROTHEREVENT....................................................................................30
46.0 ACCESSFORWORKSETC.............................. ;.......................................................... 30
47.0 SUB-CONTRACTORASSiGNMENT...........................................................................30
48.0 DEFECTSAFTERCOMPLETION ................................................................................31
49.0 UNFULFILLEDOBLIGATIONS......................................................................................32
50.0 SUSPENSIONOFWORKS........................................................................................32
51.0 EVENTSAND CONSEQUENCESOFDEFAULTBYTHECONTRACTOR ...........................33
52.0 TERMINATIONON NATIONALINTEREST....................................................................36
53.0 TERMINATION ON CORRUPTION ..............................................................................36
54.0 PAYMENTSUPONTERMINATION ..............................................................................37
55.0 CERTIFICATEOFTERMINATIONCOSTS.....................................................................37
56.0 SURVIVINGRIGHTS................................................................................................38
57.0 EFFECTOF FORCEMAJEURE .................................................................................38
58.0 SITEAGENTANDASSISTANTS................................................................................39
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59.0 NOMINATEDSUB-CONTRACTORSAND/ORNOMINATEDSUPPLIERS ...........................39
60.0 PAYMENTTONOMINATEDORSUB-CONTRACTORORSUPPLIER.................................40
61.0 NOLIABILITYOFGOVERNMENTTONOMINATEDAND/ORSUB- CONTRACTOROR
SUPPLIER..............................................................................................................40
62.0 RESPONSIBILITIESOF CONTRACTORTONOMINATEDAND/ORSUB-CONTRACTORSOR
SUPPLIERS ............................................................................................................41
63.0 INTELLECTUALPROPERTYRIGHTS ..........................................................................41
64.0 ANTIQUiTIES..........................................................................................................42
65.0 ARBITRATION .........................................................................................................42
66.0 NOTICE,ETC . .........................................................................................................43
67.0 AMENDMENT..........................................................................................................44
68.0 CONFIDENTIALITy...................................................................................................44
69.0. STAMPDUTY..........................................................................................................44
70.0 SEVERABILITY........................................................................................................44
71.0 WAIVER..................................................................................................................45
72.0 LAWSAPPLiCABLE ..................................................................................................45
73.0 SUCCESSORSBOUND .............................................................................................45
74.0 EPIDEMICSANDMEDICALATTENDANCE ...................................................................45
75.0 TECHNOLOGYTRANSFER........' ................................................................................45
76.0 GENERALDUTIESAND PERFORMANCESTANDARD .................................................. .45
77.0 RESTRICTIONANDPROCEDUREON USEOFIMPORTEDMATERIALSAND'GOODS........46
78.0 TIME .......................................................................................................................46
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CONTRACTNO:_________________of20__
EXPENDITURE tobemetfrom: Head..................................................
Subhead................................................. .
Yearof.................................................. ..
A CONTRACT made on day of ................... 20...... between the Government of Malaysia
(hereinafter referred to as the "Governmenr) of the one part and
(Company No.: ...................)(hereinaftercalled the "Contractor")and having its registered address at
.....................................................................................................................oftheotherpart.
(TheGovernmentandtheContractorshall hereinafterindividually be referred to"Party" orcollectivelyas
the"Parties")
WHEREAS:
A. TheGovernmentis desirousof.......................................................................................
. .
........................... ......................... ..........................................0,0 ...,. ..................................................................................................................
at ........................................................................................ (hereinafter referred to as
theWorks')and hascaused Drawings, BillsofQuantities, Specification describingtheworktobe
doneto beprepared.
B. ThesaidDrawingsnumbered ......................................................(hereinafterreferredtoas
the"ContractDrawings"), and the BillsofQuantities, Specification, Form ofTenderand Letterof
AcceptanceofTenderhavebeensigned byoron behalfofthePartieshereto.
NOWITISHEREBYAGREEDAS FOLLOWS:
1.0 DEFINITIONSANDINTERPRETATION
1.1 Definition
Unless the context otherwise requires, this Contract oran item or entry in the Appendices specifically
otherwise provides, the following words and phrases in this Contractand the Appendices shall havethe
meaninggivenbeloworascribed intheclausesorAppendixitemtowhichreferenceismade:
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(a) "Contract"
(b) "Contract Documents"
(c) "Contractor"
(d) "Contract Period"
(e) "Contract Sum"
(f) "Date for Completion"
(g) "Defects Liability Period"
(h) "Nominated Sub-
Contractor" or "Nominated
Supplier"
(i) "On-Cost Charges"
G) "Officer Named"
(k) "Prime Cost" or
abbreviation "P.C. Sum"
means this contract and the appendices attached hereto;
means the documents forming the tender and acceptance
thereof including:
Form of Tender;
Letter of Acceptance of Tender;
Contract Drawings;
Bills of Quantities;
Specifications;
Treasury's Instructions;
and all these documents shall be complementary to one another;
means the person or persons, sole proprietor, partnership, firm
or company whose tender for the Works has been accepted and
who has or have signed this Contract
Contractor's personal representatives,
executors, administrators, servant and agent;
h
and
eirs,
includes
success
the
ors,
means the time frame stipulated in clause 2;
means the sum stipulated in clause 7;
means the date fixed and stated in Appendix or any other date
as provided for in clause 39;
means the period stated in Appendix' or if none stated, the
period is twelve (12) months from the date of practical
completion certified by the S.O. as provided for under clause
39.3;
means all specialist, merchants, tradesmen and others executing
any work or services, or supplying any materials or goods for
which Prime Cost Sum (or P.C. Sums) are included in the Bills of
Quantities or which the S.O. has given written instructions in
regard to the expenditure of Provisional Sum and who may be
nominated by the S.O. and employed by the Contractor as Sub-
contractors or Suppliers;
means any cost and expenses reasonably incurred by the
Government;
means officer empowered to take action on behalf of the
Government pertaining to clauses .................. ;
means a sum for works or services to be executed by a
Nominated Sub-Contractor or sums for materials or goods to be
obtained from a Nominated Supplier;
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(I) "ProvisionalSum" means a sum for work or for the supply ofgoods or materials
which cannot be defined or detailed at the time the tender
documentsareissued;
(m) "Site" meansthe landandotherplaceson, above, under, in orthrough
which the Works are to be executed and any other lands or
places provided or approved by the Government for working
space or any other purposes as may be specifically deSignated
inthisContractandwhetherthesamemaybeon theSiteornot;
(n) "5.0." means the Superintending Officer who shall
....................................and/orhissuccessorsinoffice;
be
(0) "S.O.'sRepresentatives" means anyperson orpersons delegated orauthorised in writing
bythe S.O. to perform any ofthe duties ofthe S.O. as may be
from time to time notified in writing to the Contractorbythe S.O.
pursuanttoclause3.3(a)ofthisContract;
(p) "Works" meansthe works specified in the ContractDocumentsand shall
includetemporaryworks.
1.2 Interpretation
(a) The terms "approved or approval" and "directed or direction"wherever used in this Contract
shall be inwriting.
(b) Wordsimportingthesingularincludethepluralandviceversawherethe contextrequires.
(c) The headings arefor convenience ofreference only and shall not be deemed to be part of
this Contract or be taken into consideration in the interpretation or construction of this
Contract.
(d) Unless otherwise specifically stated, areference in this Contractand the Appendices to any
clausemeansthatclause in thisContract.
(e) This Contract and the Appendices are to be read as a whole and the effectoroperation of
any clause in this Contract or item in or entry in the Appendices shall, unless otherwise
specifically stated, be read subject to any relevant qualification or modification in any other
clauses inthisContractoritem inorentryin theAppendices.
2.0 CONTRACTPERIOD
The Contract Period shall be for a period of ............................................ commencing from
................................endingon .................................
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3.0 THES.O.ANDS.O.'SREPRESENTATIVE
3.1 DutiesofS.O.andS.O.'sRepresentative
The S.O. shall be responsibleforthe overall supervision and direction oftheWorks. All matters
regardingtheWorksshallbedealtwithbytheContractorwith theS.O.
3.2 S.O.'sRepresentative
(a) The S.O. may from time to time appoint such number ofS.O.'s Representative as he
deemsfit.
(b) The S.O.'s Representative shall be responsibleto the S.O. and his duties are to watch
and supervisetheWorksand totestand examineanymaterials orgoodsto be used or
workmanshipemployed in connectionwiththeWorks.
3.3 S.O.'sAuthoritytoDelegate
(a) The S.O. mayfrom time to time in writing delegate to the S.O.'s Representative anyof
the powers and authorities vested in the S.O. as listed in the letter ofdelegation and
shall furnish to the Contractor a copy of all such written delegation of powers and
authorities.
(b) Any instruction orapproval given bythe S.O.'s Representative to the Contractorwithin
the terms ofsuch delegation shall bind the Contractorand the Governmentas though it
had been given bythe S.O. PROVIDED THAT failure ofthe S.O.'s Representative to
disapproveanywork ormaterial shall notprejudice the power ofthe S.O. thereafter to
disapprovesuchworkormaterialsandtoorderthepullingdown. removal orbreakingup
thereof.
(c) If the Contractor is not satisfied with any decision of the S.O.'s Representative. the
Contractor shall refer the matter to the S.O. who shall confirm, reverse or vary the
decisionoftheS.O.'sRepresentative.
(d) The delegation underthis clause shall notpreclude the S.O. from himselfexercising or
performingatanytimeanyofthedelegatedpowersandduties.
4.0 S.O.'SRIGHTTOTAKEACTION
4.1 NotwithstandinganyprovisioninthisContractitisherebyagreedthat:
(a) the rightto acton behalfofthe Governmentin respectofanymatterwhich arisesoutof
the provisions ofclauses 43, 50, 51, 52, 53, 57 or65, where appropriate, is expressly
reserved totheauthorizedofficerorofficersnamedinAppendix;
(b) the powerofthe S.O. to issue instruction requiring a variation underclause 24 shall be
subject to the financial limits as set out in Appendix hereto. If the instruction for a
variation underclause24 is morethan thefinancial limitsas setoutin theAppendix, the
S.O. shallobtainthepriorwrittenapprovaloftherelevantauthoritiesoftheGovernment.
4.2 The Contractor shall not be entitled to extension of time or any extra cost or expense or
whatsoeverarisingfromcompliancewiththisclause4.
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5.0 5.0.'5INSTRUCTIONS
5.1 The S.O. mayfrom time to time issue further drawings, details and/orwritten instructions (all of
which arehereaftercollectivelyreferred toas"S.O:sinstructions")in regardto-
(a) theVariationas referredtoinclause24hereof;
(b) any discrepancy in or between the Contract Documents as referred to in clause 8.2(b)
hereof;
(c) the removal from the Site ofany materials or goods brought thereon bythe Contractor
andthesubstitutionsofanyothermaterialsorgoodstherefore;
(d) theremoval and/orre-executionofanyworksexecuted bytheContractor;
(e) the dismissal from theWorks ofanyperson mentioned in clause 23.6 hereofemployed
thereupon;
(f) theopeningupforinspection ofanyworkcoveredup;
(g) theamendingand makinggoodofanydefectswhatsoeverunderclause48;
(h) anymatterwhich is necessaryand incidental to the carrying outand completion ofthe
WorksunderthisContract;and
(i) anymatterin respectofwhichtheS.O. is expresslyempowered bythisContracttoissue
instructions.
5.2 All instructions issued by the S.O. shall be in writing. The Contractorshall forthwith complywith
all instructions issued to him by the S.O. Ifsuch instruction is given orally, the S.O. shall then
issueawritteninstructionwithinseven (7)daysfrom thedateofsuchoral instruction is given.
5.3 Ifwithin seven (7)daysafterreceiptofawritten noticefrom theS.O. requiringcompliance ofan
instructionand theContractordoesnotcomplytherewith, then the S.O. withoutprejudicetoany
other rights or remedies available to the Government under this Contract, undertake the work
departmentallyoremployand pay~ m o t h r Contractororanyotherpersons to execute anywork
whatsoever which maybe necessarytogive effectto such instruction. All costs and expenses
incurred in connection with such employment (including On-Cost Charges), shall bededucted
from anymoneydue or to become due to the Contractor underthis Contract, and failing which
such deductions shall be recovered from the Performance Bond or as a debt due from the
Contractor.
5.4 The Contractor shall be responsible for all costs and expenses incurred by the Government in
carrying out the Works under clause 5.3 and On-Cost Charges (calculated by applying the
Percentage of On-Cost Charges stated in Appendix hereto to the amount incurred). The
Governmentshall be entitled to deductsuch costs, expenses and On-costCharges or anypart
thereof from any monies due or to become due to the Contractor under this Contract or to
recoverthesamefrom thePerformanceBond orasadebtduefromtheContractor.
6.0 SCOPEOFCONTRACT
6.1 The Contractor shall upon and subjectto this Contract, constructand completetheWorksusing
materials,goodsand workmanshipofthequalityand standardsthereinspecified.
6.2 The Contractor mustalso undertake any consequential work in relation to the construction and
completion ofWorks on the Site Le. removal/diversion ofpublic sewer, water mains, electrical
mains, gas mains and telephone mains and the installation ofpermanent connections thereto
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shall be borne by the Government. The Government shall reimburse the Contractor for such
costs by adding it to the Contract Sum PROVIDED THAT such cost have not already been
includedintheContractSumbywayofaProvisionalSumorotherwise.
PROVIDED FURTHER any temporary connection shall be obtained bythe Contractor with no
additionalcosttotheGovernmentforpurposeofcarryingouttheirwork.
6.3 The Contractor shall also make good any defect, imperfection, shrinkage or any other fault
whatsoeverwhich mayappearduring the Defects Liability Period in accordance with clause 48
hereof.
7.0 CONTRACT SLIM
The Government hereby covenants to pay the Contractor in consideration of the construction and
completion ofthe Works and making good ofany defects whatsoever to the Works the sum ofRinggit:
(RM.......................................) or such other sum as shall become payable under and at the times
and in themannerspeCified inthisContract.
8.0 CONTRACT DOCUMENTS
8.1 Custody of the Contract Documents
(a) The Contractshall be prepared in two (2) original copies. The original copies ofthe
Contractshall remain inthecustodyoftheS.O.andtheContractor.
(b) Immediatelyafterthe execution ofthis Contract, the S.O. shallfurnish to theContractor
withoutanycharge(unlessheshallhavebeenpreviouslyfurnished)with:
(i) two(2)copiesoftheContractDrawings;and
(ii) two (2) copies of the unpriced Bills of Quantities and (if requested by the
onecopyofthepriced BillsofQuantities.
(c) The S.O. shall, as and when necessary and without charge to the Contractor, furnish
him with two (2) copies ofsuch further working drawings or details as are reasonably
necessary either to explain and amplify the Contract Drawings or the Specification (if
any)ortoenabletheContractorto constructand completetheWorksin accordancewith
this Contract. PROVIDED THAT nothing contained in the said working drawings or
detailsshall imposeanyobligationbeyondthoseimposedbytheContractDocuments.
(d) The Contractorshall keep onecopyoftheContractDrawings, the Specification (ifany),
unpriced Bills ofQuantities, priced Bills ofQuantities (ifany) and other like documents
referredtoin sub-clause(c)hereofon theSiteand the S.O. shall atallreasonable times
haveaccesstothesame.
(e) Uponfinal paymentbeing madepursuanttotheissuanceofFinal Accountand Payment
Certificate underclause 31, the Contractorshall return to the S.O. all drawings, details,
specifications,unpricedcopyofBill ofQuantitiesand priced BillofQuantities,ifany.
(f) Noneofthe documentshereinbeforementionedshall be used bythe Contractorforany
purposeotherthanthisContract.
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8.2 SufficiencyofContractDocuments
(a) The Contract documents are to be taken as mutually explanatory ofone another. The
Contractorshall provideeverythingnecessaryfortheproperexecutionoftheWorksuntil
itscompletionaccordingtothetrueintentand meaningoftheContractDocumentstaken
together whether the true intent and meaning mayormaynot be particularlyshown or
described PROVIDEDTHATitcan be reasonablyinferredtherefrom.
(b) IftheContractorshallfind anydiscrepancyin ordivergencebetween anytwoormoreof
the Contract Documents including a discrepancy or divergence between parts of any
one of them, he shall immediately give to the S.O. a written notice specifying the
discrepancy or divergence and the S.O. shall issue instructions in regard thereto
PROVIDEDALWAYSthatsuchdiscrepancyordivergenceshallnotvitiatethisContract.
9.0 REPRESENTATIONS,WARRANTIESANDUNDERTAKINGSOFTHECONTRACTOR
9.1 RepresentationsandWarranties
TheContractorherebyrepresentsandwarrantstotheGovernmentthat-
(a) itisacorporationvalidlyexistingunderthelawsofMalaysia.;
(b) the Contractor has obtained a valid registration with the Construction Industry
DevelopmentBoard;
(c) ithas the corporate powerto enter into and perform its obligations underthis Contract
and to carry out the transactions and to carryon its business as contemplated by this
Contract*;
(d) ithas taken all necessarycorporateactions to authorizetheentryintoand performance
ofthisContractandtocarryoutthetransactionscontemplatedbythisContract*;
(e) asattheexecutiondate, neithertheexecutionnorperformancebyitofthis Contractnor
anytransactions contemplated bythis Contract will violate in anyrespectany provision
of-
(i) itsMemorandumandArticlesofAssociation; or
(ii) anyotherdocumentoragreementwhich is bindinguponitoritsasset*;
(f) no litigation, arbitration, tax claim, dispute or administrative proceeding is presently
current orpending or, to its knowledge, threatened, which is likely to have a material
adverseeffectupon itoritsabilityto perform its financial orotherobligations underthis
Contract;
(g) this Contract constitutes a legal, valid and binding obligation of the Contractor and is
enforceablein accordancewith itstermsandconditions;
(h) ithasnecessaryfinancial and technicalcapabilitytoundertaketheWorks,
and theContractoracknowledgesthatthe Governmenthas entered intothis Contractin reliance
on itsrepresentationsandwarrantiesasaforesaid.
applicable only if the Contractor is a company registered under the Companies Act 1965.
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9.2 UndertakingsoftheContractor'"
TheContractorundertakesthat-
(a) itshall complywith all requirements, statutoryorotherwise, regulating orrelating to the conduct,
trade,businessorprofessionofacontractor,andtheContractorshall befullyandsolelyliablefor
allcostsincurredthereby;
(b) it shall pay all taxes that may be imposed on the profits made in respect of this Contract in
accordancewiththeapplicablelaws;and
(c) itshallensurethatall hisemployees,includingnon-Malaysian personnel,complywithallrelevant
laws to which theyaresubject to including paymentofincometax, which in respecttheretothe
Contractor shall make such deductions from the salaries ofhis employees as may be lawfully
imposedbytherelevantauthority.
10.1 OBLIGATIONSOFTHECONTRACTOR
TheContractorshall-
(a) construct,complete,testandcommissiontheWorksin accordancewiththeContract;
(b) performtheWorksin apropermannerand in accordancewith goodmanagementpracticeand to
thebestadvantageofthe Government;
(c) takeall appropriatemeasuresexpectedofacontractorproviding similarworks toensurethatthe
Workscomplywiththerequirementsofthis Contract;
(d) perform the Works and discharge its obligations as contained in this Contract by exercising
judgment and practice, requisite skill, care and diligence. In performing the Works,
the Contractor shall providewell-outlined procedures in the form agreed by the Governmentfor
reportingandco-ordinationpurposes;
(e) at all times perform the Works in such manner as will always safeguard and protect the
Government's interest in relation to. the Works and take all necessary and proper steps to
preventabuseoruneconomicaluseoffacilities, ifany, madeavailablebytheGovernmenttothe
Contractor;
(f) inform the Government immediately in writing ofthe occurrence ofanyfactoror event, which is
likely to affectthe Works. Such notification shall not be construed as adischarge ofany ofthe
Contractor'sobligationsunderthisContract;
(g) provide and maintain throughout the Contract Period such number, categories ofqualified and
competentpersonnelnecessarytoperformtheWorks;
(h) provide and maintain atits own costand expenseall equipmentand materials necessaryforthe
properand effectiveperformanceoftheWorks;
(i) instructand supervise its staffs and sub-contractor in carrying out the Works' repairs and other
works in relationtotheWorks;
m makegood anydefect, imperfection, shrinkage oranyotherfaultwhatsoeverwhich mayappear
duringtheDefectsLiabilityPeriod;and
(k) carryoutanyotherobligationsandresponsibilities underthisContract.
applicable only if the Contractor is acompany registered under the Companies Act 1965.
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11.0 INSPECTION OF SITE
11.1 The Contractor shall be deemed to have inspected and examined the Site and its surroundings
and tohavesatisfiedhimselfbeforesubmitting histenderastothefollowing:
(a) thenatureofthegroundandsubsoil;
(b) theformandnatureoftheSite;
(c) the extent and nature of the work, materials and goods necessary for the completion of the
Works;
(d) themeansofcommunicationwithand accesstotheSite;
(e) theaccommodationhemayrequire;and
(f) in generaltohaveobtainedforhimselfallnecessaryinformationasto risks,contingenciesand all
circumstancesinfluencingandaffectinghistender.
11.2 Anyinformationordocumentforwarded bytheGovernmenttothe Contractorshall notrelievethe
Contractorofhisobligationsundertheprovisionsofthis clause.
12.0 PROGRAMME OF WORK
12.1 Whereaprogrammeofworkis notprovided bytheS.O.,theContractorshallwithinfourteen(14)
daysafterthe dateoftheLetterofAcceptance, submittothe S.O. forhisapproval aprogramme
ofwork for the execution ofthe Works in such forms and details as the S.O. shall reasonably
determined.
12.2 Ifatanytimeitshould appeartothe S.O. thattheactual progressoftheWorksdoes notconform
to the fixed or approved programme ofwork referred to in clause 12.1 nereof, the Contractor
shall produce, a revised programme of work showing the necessary modifications to the
approved programme necessC\ry to ensure completion of the Works within the time for
completionasdefinedinclause39hereoforanyextendedtimegrantedpursuanttoclause43.
13.0 PERFORMANCE BOND/PERFORMANCE GUARANTEE SUM
13.1(a) The Contractor shall, on the date of the possession of Site, provide a Performance Bond or
PerformanceGuaranteeSumasthecasemaybesubstantiallyin theform asin Appendixissued
by an approved licensed bank or financial institution incorporated in Malaysia in favour ofthe
Governmentforasum equivalent to five percent(5%) ofthe total Contract Sum as specified in
AppendixtosecurethedueperformanceoftheobligationsunderthisContractbytheContractor.
The Performance Bond shall remain valid and effectiveuntil twelve (12)months afterthe expiry
of the Defect Liability Period orthe issuance ofthe Certificate ofCompletion of Making Good
Defects,whicheveristhelater.
(b) Ifthe Contractorfails to submitthesaid PerformanceBond as speCified in sub-clause (a)above
on the date of possession of site, then the Contractor shall be deemed to have opted for
PerformanceBond in theform ofPerformanceGuaranteeSum asprovidedforunderclause13.2
hereof.
13.2 The Contractormayoptfora Performance Bond in theform ofPerformanceGuaranteeSum in
lieu ofthe Bank, Insurance or Finance Company Guarantee as speCified in clause 13.1 hereof
whereby deductions of ten percent (10%) shall be made from the first interim payments and
subsequent interim payment until the total amount deducted aggregate to a sum equivalent to
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five (5) percent of the Contract Sum. The amount deducted shall be retained by the Government
up to twelve (12) months after the expiry of the Defect Liability Period or the issuance of the
Certificate of Completion of Making Good Defects. whichever is the later.
13.3 Notwithstanding anything contained in this Contract, the Government shall be entitled at any time
to call upon the Performance Bond. wholly or partially. in the event that the Contractor fails to
perform or fulfil its obligations under this Contract and such failure is not remedied in accordance
with this Contract.
13.4 If a payment is made to the Government pursuant to any claim under the Performance Bond, the
Contractor shall issue to the Government further security in the form of additional performance
bond or bonds for an amount not less than the amount so paid to the Government on or prior to
the date of such payment so that the total sum of the Performance Bond shall be maintained at
all times at the value specified in clause 13.1(a).
13.5 The Performance Bond (or any balance thereof remaining for the credit of the Contractor) may
be released or refunded to the Contractor on the completion of making good of all defects.
shrinkages or other faults which may appear during the Defects Liability Period and upon the
giving of the Certificate of Completion of Making Good Defects for the whole of the Works under
clause 48.
13.6 Notwithstanding the above. in the event that this Contract is terminated under clause 51 hereof
the said Performance Bond or any balance thereof shall be forfeited.
14.0 INDEMNITY IN RESPECT OF PERSONAL INJURIES AND DAMAGE TO PROPERTY
14.1 The Contractor agrees with the Government that-
(a) it shall perform all of its obligations under this Contract at its own risk and releases. to the fullest
extent permitted by law. the Government and their agents and servants from all claims and
demands of every kind resulting from any accident. damage, injury or death arising from the
carrying out of the Works except where such accident. damage, injury or death is caused or
contributed to by any act or omission or negligence of the Government or its agents and
servants. The Contractor expressly agrees that in the absence of any such act, omission or
negligence as aforesaid the Government shall have no responsibility or liability whatsoever in
relation to such accident. damage, injury or death;
(b) it shall indemnify and keep indemnified the Government from and against all actions, suits, claims
or demands, proceedings, losses, damages, compensation, costs (including legal cost), charges
and expenses whatsoever to which the Government shall or may be or become liable in respect
of or arising from-
(i) the negligent use, misuse or abuse by the Contractor or its personnel, servants, agents or
employees appointed by the Contractor;
(ii) any loss or damage to property or injury of whatsoever nature or kind and howsoever or
wherever sustained or caused or contributed to by carrying out of the Works by the
Contractor to any person and not caused by the negligence or wilful act. default or
omission of the Government, its agents or servants; or
(iii) any loss, damage or injury from any cause whatsoever to property or persons affected by
the Works to the extent to which the same is occasioned or contributed to by the act,
omission, neglect, breach or default of the Contractor or personnel, servants, agents or
employees; and
(c) the obligations under this clause shall continue after the expiry or earlier termination of this
Contract in respect of any act, deed, matter or thing happening before such expiration or
termination of this Contract.
10
14.2 TheContractorshall indemnify,protectanddefendatitsown costand expense,theGovernment
and its agents and servantsfrom and against all actions, claimsand liabilitiesarising outofacts
donebytheContractorin theperformanceofthisContract.
15.0 INSURANCEAGAINSTPERSONALINJURIESANDDAMAGETOPROPERTY
15.1 TakingofInsurance
(a) Without prejudice to his liability to indemnify the Government under clause 14 hereof, the
Contractor shall, as a condition precedent to the commencement of any work under this
Contract, effect and maintain such insurances whether with or without an excess amount as
specified in Appendixheretoas are necessarytocovertheliabilityofthe Contractorand allsub-
contractors,whethernominatedorotherwise.
(b) Such insuranceshall beforthepurposeofpersonalinjuriesordeath,damageorlosstoproperty,
movable orimmovable, arising outof, or in the course of, or by reason ofthe execution ofthe
Works and caused byany negligence, omission. breach ofcontract ordefaultofthe Contractor
or any sub-contractor. whether nominated or otherwise, or of any servants or agents of the
Contractor or ofany such SUb-contractor, whether nominated or otherwise. Where an excess
amountisspecified in Appendix. theContractorshallbearthe amountofsuchexcess.Thepolicy
or poliCies of insurance shall contain a cross liability clause indemnifying each of the jointly
insuredagainstclaimsmadebyon himbytheotherjOintlyinsured.
(c) Such insurance as referred to under sub-clause (a) hereof shall be effected with an insurance
companyas approved bytheGovernmentand maintained in thejointnames of theGovernment
and Contractor and all sub-contractors, whether nominated or otherwise. Such insurance shall
coverfrom theperiod ofthedateofpossession ofsiteuntil the dateofissuance ofCertificateof
Making Good Defects for any claim occasioned bythe Contractor or anysub-contractor in the
course ofany operations carried out bythe Contractororanysub-contractorforthe purposeof
complying withhisobligationsunderClause48hereof.
15.2 ProductionofPolicies
It shall be the dutyofthe Contractor to produce and shall deposit the relevant policy or poliCies ofthe
insurancetogetherwithreceipts in respectofpremiumspaidtothe 5.0.,whetherdemandedornot.
15.3 DefaultinInsuring .
Ifthe Contractorfails to effect orrenew such insurances as are required to be effected and maintained
under this Contract, the Governmentorthe 5.0.on its behalfmay effect or renew such insurance and
shall be entitled todeductasum equivalenttothe amountin respectofthe premiums paid and On-Cost
Charges (calculated byapplying the 'Percentage forOn-costCharges' stated in Appendix hereto to the
premiums paid). from any money due or to become due to the Contractor under this Contract or to
recoverthesamefrom thePerformanceBondoras adebtduefrom theContractor.
15.4 CancellationofInsurance
(a) The Contractorshall ensurethatanyinsurancepolicyeffected hereto shall onlybe cancelled by
the insurer afterthe expiry ofthirty (30) days from the date of receipt bythe Government ofa
written notice from the insurer advising of such impending cancellation PROVIDED THAT the
Contractor has been issued with the Certificate of Making Good Defects in accordance with
clause48.
(b) The Contractor shall not atanytime permit orcause to be done anyact, matterorthing which
mayresult in any insuranceeffected byvirtue ofthis Contractbeing vitiated orrendered void or
voidable or whereby the rate of the premium on any insurance effected shall be liable to be
increased.
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15.5 LossorDamageOccasionedbyInsuredRisk
(c) In the event of any damage or loss occurring during the performance of this Contract, the
Contractorshall repair, replaceormakegood suchdamageorlossfrom theamountofinsurance
claimed, ifsufficient,orifinsufficient,usinghis own resources.
16.0 INDEMNITIESTOGOVERNMENTIN RESPECTOF CLAIMSBYWORKMEN
16.1 WorkmenCompensation
(a) The Contractor shall be liable for and shall indemnify and keep indemnified the
Government and its officers or servants from all liabilities arising out ofclaims by any
workman employed by the Contractor in and for the performance of this Contract for
paymentofcompensation underorbyvirtue ofthe Workmen's CompensationAct 1952
and the Employee's Social Security Act 1969 or any other law amending or replacing
suchlawand fromallcostsandexpensesincidentalandconsequentialthereto.
(b) The Contractor shall effect and maintain throughout the Contract Period a 'Workmen
Compensation Insurance"or anyotherapplicable insurance for its personnel, servants,
agentsoremployeesrequiredunderthelawsofMalaysia.
17.0 EMPLOYEES'SOCIALSECURITYACT,1969
17.1 RegistrationwithSOCSO
Without prejudice to his liability to indemnify the Government under clause 16. the Contractor
shall registerorcause toregisterall localworkmen employed in the execution oftheWorks and
who are subject to registration under the Employee's Social Security Scheme ("the SOCSO
Scheme") in accordance with the Employee's Social Security Act 1969 or any subsequent
modification orre-enactment ofthe said Act. Forthe purpose ofthis sub-clause, the term "local
workmen" shall include workmen who are Malaysian citizens and those who have permanent
residentstatus.
17.2 ContributiontoSOCSO
The Contractor shall submitthe Code Numberand Social Security Numbersofall the workmen
registered under the SOCSO scheme to the S.O. for verification. The Contractor shall make
payment ofall contribution from time to time on the first contribution day on which the same
ought to be paid and until the completion of this Contract and it shall be the dUty of the
Contractor to produce to the S.O. contribution statement or payment vouchers as evidence of
paymentofsuchcontribution,whetherdemandedornot.
17.3 DefaultinComplyingwithSOCSO
IftheContractorfails tocomplywith theterms ofthis Clause, the Governmentorthe S.O. on its
behalfmaywithoutprejudicetoanyotherremedyavailabletotheGovernmentforbreach ofany
termsofthis Contract:
(a) withhold an amount from any money which would otherwise be due to the Contractor
under this Contract and which in the opinion of the S.O. will satisfy any claims for
compensation by workmen that would have been borne by SOCSO Scheme had the
Contractornotmadedefaultin maintainingthecontribution;and/or
(b) pay such contributions as have become due and remain unpaid and deductthe amount
ofsuch contributions includingOn-CostCharges (calculated byapplying the Percentage
ofOn-CostCharges stated in Appendixtothe contributions paid), from anymoneydue
12
or to become due to the Contractor under this Contract, and failing which such
contributions shall be recovered from the Performance Bond oras a debt duefrom the
Contractor.
18.0 INSURANCEOFWORKS
18.1 TakingofInsurance
(a) The Contractor shall in the joint names of the Government and the Contractor insure
against loss and damage by fire, lightning, explosion, storm, tempest, flood, ground
subsidence,burstingoroverflowing ofwatertanks,apparatusorpipes,aircraftand other
aerial devicesorarticlesdropped therefrom, riotand civil commotion, all workexecuted
and all unfixed materials and goods, delivered to. placed on or adjacent to the Works
and intended therefore (but excluding temporary buildings, plant, tools and equipment
owned orhired bythe Contractororanysubcontractor, nominated orotherwise)to the
full value thereof (plus any amount which may be specifically stated in Appendix or
elsewhere in the Contract Documents) and shall keep such work, materials and goods
so insured until the completion of the whole of the Works, notwithstanding any
arrangementfor Sectional Completion or Partial Occupation by the Governmentunder
this Contract. Such insurance policy or policies shall provide expressly for payment in
the first place to the Government of any insurance monies due under the policy or
poliCies. .
(b) The said insurance with or without an excess clause as specified in Appendix hereto
shall be effected with an insurance company approved by the S.O. and it shall be the
dutyofthe ContractortoproducetotheS.O. the said policyorpOlicies and the receipts
in respect ofthe premium paid. Where an excess clause is specified in Appendix, the
Contractorshall beartheamountofsuchexcess.
18.2 DefaultinInsuring
Ifthe Contractorfails to effectorrenewsuch insuranceas arenecessaryunderthis clause, the
GovernmentortheS.O. on its behalfmayrenewsuch insuranceand paythe premium in respect
thereofand deducttheamountsoexpended including OnCostCharges (calculated byapplying
the 'PercentageofOn-costCharges' stated in Appendixtothe premiums paid).from anymoney
due or to become due to the Contractor under this Contract, and failing which such premium
shallberecoveredfromthe PerformanceBondorasadebtduefromtheContractor. .
18.3 PaymentofInsuranceintheEventofanyLoss/Damage
Upon the occurrence ofanyloss ordamagetotheWorks orunfixed materials orgoods priorto
the date the Works has been certified as practicallycompleted bythe S.O. in the Certificate of
PracticalCompletion, theContractorshall notwithstandingthatsettlementof anyinsuranceclaim
has not been completed, with due diligence restore, replace or repair the same, remove and
disposeofanydebrisand proceedwith thecarrying outandcompletion oftheWorks.All money
ifand when received from the insurance under this clause shall be paid in the first place tothe
Government and then (less any such amounts as are specifically required in Appendix or
elsewhere in the Contract Documents) be released to the Contractor by instalments on the
certificateforpaymentissued bythe S.O.,calculated asfrom thedateofreceiptofthemoneyin
proportion to the extent ofthe work of restoration. replacement or repair and the removal and
disposal ofdebrispreviouslycarried outbytheContractor.TheContractorshall notbeentitledto
any payment in respect ofthe work ofrestoration, replacement or repair and the removal and
disposalofdebrisotherthanthemoneyreceivedunderthesaidinsurance.
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18.4 CancellationofInsurancePolicy
The Contractorshall ensurethatanyinsurance policyeffected heretoshall onlybe cancelled by
the insurer afterthe expiry ofthirty (30) days from the date ofreceipt by the Government ofa
written notice from the insurer advising ofsuch impending cancellation PROVIDED THAT the
Contractor has been issued with the Certificate of Making Good Defects in accordance with
clause48.
19.0 SETriNGOUT
19.1 The Contractorshall be responsible for the trueand propersetting outoftheWorks and forthe
correctness ofthe positions, levels, dimensionsand alignmentsofall parts oftheWorks and for
theprovisionsofallnecessaryinstruments,appliancesand labourin connectiontherewith.
19.2 Ifat anytime during the progress oftheWorks any error in the positions, levels, dimensions or
alignmentsofanypartoftheWorksisdiscovered,theContractorshallathisown expenserectify
such error unless such error is based on incorrect data supplied in writing by the S.O.'s
Representativein whichcasetheexpenseofrectifyingshallbebornebytheGovernment.
19.3 Ifatanytime duringthe progressofthe Works, anyerrorshall appearorarisein thesetting-out
required toconstructtheWorks orin theposition, levels, dimensionsoralignmentofanypartof
the Works, the Contractor, on being required to do so by the S.O., shall at his own expense
rectifysucherrortothesatisfactionoftheS.O.Thecheckingofanysettingoutoforofanylineor
level by the S.O. shall not in any way relieve the Contractor of his responsibility for the
correctnessthereofand theContractorshall carefully protectandpreserveall things used in the
setting-out required for the construction ofthe Works until the S.O. agrees that the said things
maybeabandoned.
19.4 TheContractorshall givetothe S.O. withoutchargesuch information as mayberequired bythe
S.O. to enable him to check the setting-outrequired forthe construction ofthe Works including
interpretinganymarksmadebytheContractorforthepurposeofsettingout.
20.0 UNFIXEDMATERIALSAND GOODS
Unfixed materials and goods delivered to, placed on or adjacent to the Site and intended for
incorporation therein, shall"notbe removed exceptfor use upon theWorks, unless the S.O. has
consentedinwritingtosuch removal.Wherethe S.O. hasincludedthevalueofsuchmaterialsor
goods in any certificate in accordance with clause 28, underwhich the Contractor has received
payment, such materials and goods shall become the property of the Government, but the
Contractorshall remain responsibleforlossordamagetothesame.
21.0 COMPLIANCEWITHTHELAW
21.1 The Contractor shall comply in all respects (including the giving ofall notices and the paying of
allfees required)with anylaw, regulation orby-law,oranyorderordirectiveissued byanypublic
authorityorpublicservicecompany(hereinafterreferred toas"StatutoryRequirements"), relating
totheWorksor, in thecaseofpublicauthorityorpublicservicecompany, withthosesystemsthe
sameareorwill be connected. TheContractorshall submittotheS.O. all approvalsreceived by
the Contractor in connection therein. The Contractor shall keep the Government indemnified
againstallpenaltiesand liabilityofeverykindforbreachofanysuchStatutoryRequirements.
21.2 Ifafterthe Date ofTender(as speCified in Appendix) there is anychange or amendment in any
written law, regulations and by-laws which necessitates any variation to the Works, the
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./
Contractorshall, before making such variation, give to the S.O. a written notice specifying and
givingthereasonforsuchvariationandapplyfortheS.O.'sinstruction in respectofthematter.
22.0 DESIGN
22.1 DesignLiability
(a) Notwithstanding any design and specifications supplied by the Government, if the
Contractor is required under this Contract to undertake the design of any part ofthe
Workswhich is astand alonedesign as determined bytheGovernment,the Contractor
shall ensurethatsuch design shall be suitable,functional, safe and compatible with the
designandspecifications oftheWorksandthatitshallbe undertakenand approvedand
endorsedbyacompetentandregistered professional.
(b) TheContractorshall submittotheS.O.alldrawings,specifications,calculations and any
other relevant information for approval. No work shall commence without prior written
consentoftheS.O.
(c) The Contractorshall be fully responsible for the design, execution and maintenance of
the Works orpart thereoffor which his design has been accepted by the Government,
and shall absolutely guarantee the Government independent offault, that the design,
materialsandworkmanshipfortheWorksorpartoftheworksissuitable,functional, safe
andcompatiblewiththerequirementsofthe Government.
(d) The approval by the S.O pursuant to sub-clause (b) shall not relieve the Contractorof
anyofhisresponsibilitiesundersub-clause(c).
22.2 DesignGuaranteeBond
(a) The Contractor shall provide a Design Guarantee Bond for the said part ofthe Works
issued by an approved licensed bank or financial institution of the sum of Ringgit
(RM.................................)amountingto5%ofthevalueofthesaid partoftheWorks
substantially in the form as in Appendix [...... ] upon or before the issuance of the
Certificate ofPractical Completion of the Works. Such Design Guarantee Bond shall
remainvalidforaperiodof5yearsfromthedateofpracticalcompletionoftheWorks.
(b) Ifanydefectordamageshall occurtothatparticularpartofthe worksas aresultofany
defect, fault, insufficiencyorinadequacyin thedeSign including workmanship, materials
or eqUipment which has become defective arising directly from design fault then the
approved licensed bank or financial institution issuing the Design Guarantee Bond
pursuantto sub-clause(a)abovewill indemnifyand paytheGovernment,on demandby
the Government in writing notwithstanding anyobjection by the Contractororany third
party, the sum of .............................................................................................
beingequalto5%ofthevalueofthesaidpartoftheWorks.
(c) Ifthe Design Guarantee Bond is notdeposited with theGovernmentin accordancewith
sub-clause (a) above, the Government shall have the right to claim from the
PerformanceBondthesumofRinggit ...................................................................
(RM..................................)being5%ofthevalue ofthesaidpartoftheWorks.
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23.0 EMPLOYMENTOFWORKMEN
23.1 Workmen
(a) TheContractorshallemploy, in theexecutionofthisContract,onlyMalaysiancitizens as
workmen.
(b) Ifin anyparticulartradeorskillrequiredtocompletetheWorks,theContractorcan show
to the satisfaction of the S.O. that Malaysian citizens are not available, then the
Contractor may employ non-Malaysian citizens subject to the approval of the
Government.
(c) TheContractorshall on thecommencementoftheWorksfurnishtothe JabatanTenaga
Kerja ofthe State in which this Contract is performed all particulars connected with this
Contract and such returns as may be called for from time to time in respect oflabour
employed by him on for the execution of this Contract, in accordance with the
requirements of the Employment Act 1955, Employment (Restriction) Act 1968, and
Internal Security (Registration of Labour) Regulation 1960 or any subsequent
modificationorre-enactmentthereof.
(d) TheContractorshall maintainon theSiteatalltimesduringtheprogressofthe Worksan
uptodateregistercontainingparticularsofall workersemployedbyhim.
(e) The Contractor shall cause his sub-contractors (including 'labouronly' sub-contractors)
andNominatedSub-Contractorstocomplywiththeprovisionsofthisclause.
23.2 CompliancewithEmploymentAct1955,etc.
In the employment ofworkmen for the execution of this Contract, the Contractor shall comply,
and shall cause his sub-contractors (including "labour only" sub-contractors) and Nominated
Sub-Contractors tocomply with all the requirements ofthe EmploymentAct 1955, Employment
(Restriction) Act 1968, Employee's Provident Fund Act 1951, the Industrial Relations Act 1967
and anyotherlawrelating totheemploymentofworkmen, oranysubsequentmodification orre-
enactment thereof. PROVIDED THAT the Contractor shall not be entitled to ~ y claim for
additionalcostsand paymentswhatsoeverin respectofhiscompliancewith thisclause.
23.3 DaysandHoursofWorking
Noworkshallbedoneon:
(a) theweeklydayofrest;
(b) any public holidaywhich is recognised in the state where this Contract is being carried
out; or
(c) betweenthe hoursofsixin theeveningandsixin thefollowingmorning;
withoutthewritten permission oftheS.O. PROVIDEDTHATwhen suchwritten application ofthe
Contractoris approved bytheS.O., theContractorshall complyfullywith all therequirementsof
the Employment Ordinance 1955 in regard thereto or any subsequent modification or re-
enactment thereof and shall bear any costs for compliance therewith, and any extra costs
incurredbytheGovernmentin connectionwith thesupervision oftheWorks.
16
23.4
23.5
23.6
(a)
(b)
(c)
24.0
24.1
24.2
./ ./
WagesBooksandTimeSheets
(a) The Contractor shall keep and shall cause his sub-contractors (including "labour only"
sUb-contractors)and Nominated Sub-Contractors to keep properwages books and time
sheets showing wages paid to and the time worked by all workmen employed by him
and hissub-contractorsasaforesaidinandfortheperformanceofthisContract.
(b) The Contractor shall produce such wages books and time sheets on demand for
inspectionbyanypersonsdulyauthorisedbytheS.O.
(c) The Contractor shall furnish to the S.O. or S.O.'s Representative such information
relating to the wages and conditions ofemploymentofsuch workmen as the S.O. may
from timetotimerequire.
DefaultinPaymentofWages
Intheeventofdefaultinthepaymentof-
(a) anymoneyin respectofwages; and/or
(b) paymentinrespectofEmployeesProvidentFundContributions,
ofanyworkmen employed bythe Contractororhis sub-contractors (including "labouronly" sub-
contractors)and NominatedSub-contractorsin andforthe performanceofthis Contract,which a
claim has been filed with the Department of Labour, then the S.O. shall make payment to the
DirectorGeneral of Labourand/or Employees Provident Fund, as the case maybe, out ofany
moniesatanytimeduetotheContractorunderthisContractandsuch paymentshall bedeemed
tobeapaymentmadetotheContractorbytheGovernmentunderandbyvirtueofthisContract.
DischargeofWorkmen
TheContractorshallemployin and abouttheexecutionoftheWorksonlysuch personsas areof
goodcharacter, skilledandexperiencedintheirrespectivevocationsand trades.
. .
The S.O. shall be at liberty to object to and require the Contractorto remove immediatelyfrom
the Site any person employed bythe Contractor in or about the execution ofthe Works who in
the opinion of the S.O. misconducts himself or is incompetent or negligent in the proper
performanceofhisduties. Such personshall notagain be employedupon theWorkswithoutthe
priorwritten permissionoftheS.O.
Anypersonsoremoved from theWorksshall be replaced withoutdelaybyasubstituteapproved
bythe S.O. PROVIDED THATthe Contractorshall notbe entitled to anyclaim foranyexpense
whatsoeverincurredbyhimin respectofanydirectiongivenbytheS.O.underthisclause.
VARIATIONS
The S.O. mayissueinstructionsrequiringaVariation in aform ofaVariation Order. Novariation
required by the S.O. shall vitiate this Contract. Upon the issuance ofsuch Variation Order, the
Contractorshallforthwithcomplywith theVariationOrderissued bytheS.O.
Theterm 'Variation'meansachangein the ContractDocumentwhich necessitatesthealteration
or modification of the design, quality or quantity of the Works as described by or referred to
therein and affectstheContractSum,including:
17
(a) theaddition,omissionorsubstitutionofanywork;
(b) the alteration ofthe kind or standard ofany ofthe materials, goods to be used in the
Works;or
(c) theremovalfromtheSiteofanyworkexecutedormaterials orgoodsbroughtthereon by
the Contractorforthepurposes oftheWorksotherthan work, materialsorgoodswhich
arenotin accordancewiththisContract.
24.3 Anyvariation madeunderthis clause shall notrelieve the Contractorfrom hisobligations under
clause22.1(c).
25.0 VALUATIONOFVARIATION
25.1 All variations instructed in writing by the S.O. in accordance with clause 24 hereof shall be
measured and valued by the S.O. The valuation ofVariations, unless previously or otherwise
agreed,shallbemadeinaccordancewiththefollowingrules:
(a) the rates in the Bills of Quantities afteradjustmentifnecessaryas provided in clauses
26.6 and 26.7 hereof, shall determine the valuation ofwork of similar character and
executedundersimilarconditionsas workpricedtherein;
(b) the said rates, where work is not of similar character or executed under similar
conditions as aforesaid, shall be the basis of rates for the same, so far as may be
reasonable, failingwhichafairvaluationthereofshallbemadebytheS.O.;
(c) the rates in the Bills of Quantities shall determine the valuation of items omitted,
PROVIDED THAT if the omission substantially vary the conditions under which any
remaining items of work are carried out, the rates of such remaining items shall be
valuedunderrule(b);
25.2 Where work cannot properly be measured or valued, the S.O. may allow daywork price as
specifiedinAppendix. Unlessotherwiseprovidedin theBillsofQuantities, thedayworkpricesfor
the purpose ofthis Contract shall be taken to mean the actual netcost to the Contractorofhis
materials, plantand labourfortheworkConcerned. TheContractorshall bepaid dayworkprices,
plus fifteen percent(15%), which shall includeforthecostofall ordinaryplant, tools, scaffolding,
supervision and profit. PROVIDED ALWAYS thatas a condition precedentto any right to any
paymenttheContractorshall producevouchers, receiptsandwagebooks specifyingthetimefor
labourandplantemployedand materialsusedtotheS.O. notexceedingseven(7)daysafterthe
workshallhavebeendone.
25.3 The amount of variations shall be certified by the S.O. and added to or deducted from the
ContractSumasthecasemaybeandtheamountshallbeadjusted accordingly.
26.0 BILLOFQUANTITIES
Basis of Contract Sum
26.1 ThequalityandquantityoftheWorksas setoutin the BillsofQuantities shall bethebasisofthe
Contract Sum. Any error in description or quantity or omission of Works from the Bills of
Quantities shall notvitiatethis Contractbutshall be rectified and theamount in respectofsuch
rectificationshallbeaddedtoordeductedfromtheContractSumasthecasemaybe.
26.2 The Government reserves the right to adjust the prices and rates in the Bills of Quantities
submittedbytheContractortoensuretheirreasonableness beforeacceptanceoftenderandthe
decisionoftheGovernmentshallbefinal.
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./ ./
26.3 Any adjustmentofthe prices and/or rates in the Bills ofQuantities required underclause 26. 2
and anyarithmetical errororomission in the prices or rates and/orcalculationsofthe Contractor
in theBillsofQuantities shall beforethesigningofthis Contractbe sorectified and adjusted that
when correctly calculated, the total amount in the Summary of the Bills of Quantities shall
represent the same amount as the tender amount in the Form ofTender. The tender amount
shown in the Form of Tender shall remain unaltered but the nett aggregate amount of the
difference between the total adjusted amount in the Summaryofthe Bills ofQuantities and the
tenderamount shown in the Form ofTender, whethera nettdeduction ornettaddition, shall be
calculated as a percentage ofthe total adjusted amount shown in the Summaryofthe Bills of
Quantities and all prices and/or rates throughout the Bills ofQuantities shall besubject to such
percentage discounts or premiums as the case may be. Provided always that Provisional and
Prime Cost Sums shall be excluded from such calculation and shall not be subject to such
percentagediscountorpremium.
Standard Method of Measurement
26.4 The Bills of Quantities, unless otherwise expressly stated in respect of any specified item or
items, shall bedeemed to havebeen prepared in accordancewith theprinciplesofthe Standard
Method of Measurement of Building Works as published by the Institution of Surveyors
(Malaysia) or Civil Engineering Method of Measurement published by Institution of Civil
Engineers(London)orMethod ofMeasurementassetoutin BillofQuantities.
Provisional Quantities
26.5 Unless where the quantities ofthe Works or any part thereofare stated as 'provisional' in the
BillsofQuantitiessuch quantitiesarefirm and theWorksshall notbesubjectto re-measurement
unless the Bills ofQuantities are proven to be erroneous and shall be dealt with under clause
26.1.
26.6 Where the quantities of Works are stated as "prOVisional" in the Bills of Quantities, such
quantities are the estimated quantities which shall not be taken as the actual and correct
quantitiesofWorksto beexecuted bytheContractorin thefulfilmentofhisobligationsunderthe
Contract.Theamountto bepaid to the Contractor in respectofsuchWorks upon completion of
this Contract shall be ascertained by remeasurement oftheworkas it is actually executed and
valued in accordance with clause 25.1 hereof, after adjustment if necessary as provided in
clause25.3hereof.
26.7 Forthepurpose ofclause 26.6, the amountto be paid to the Contractorshall be setoffagainst
the amount for such work in the Bills of Quantities, and the balance shall be added to or
deductedfrom theContractSumasthecasemaybe.
27.0 MEASUREMENTOFWORKS
27.1 TheS.O. shall, when herequires anypartorparts oftheWorksto be measured orremeasured
forthepurposes ofclauses ofVariation underclause 24and provisional quantities underclause
26.5,givereasonablenoticetotheContractorwhoshallattendorsendaqualifiedagentto assist
the S.O. orS.O.'s Representative in making such measurementand shall furnish all particulars
required bythe S.O.. Should theContractorfail toattend orneglector omittosend such agent,
then the measurement made by the S.O. or approved by him shall be taken to be the correct
measurementofthework.
27.2 Upon the completion of the measurement pursuant to clause 27.1, the S.O. shall supply the
Contractorwith such measurementin respectofthesaid parts.
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./ ./
28.0 PAYMENTTOCONTRACTORANDINTERIMCERTIFICATES
26.1 When the Contractor has executed work including deliveryto or adjacent to the Works of any
unfixed materials or goods intended for incorporation into the Works in accordance with the
terms ofthis Contract and their total value ofwork thereofhas reached the sum referred to in
Appendix,theS.O.shallatthattimemakethefirstvaluationofthesame.
26.2 Thereafter, once (or more often at the discretion of the S.O.) during the course of each
succeedingmonththeS.O. shallmakeavaluationoftheworksproperlyexecutedand ofunfixed
materialsand goodsdeliveredtooradjacenttotheSite, providedthetotalvalueofworkproperly
executed and the value of unfixed materials and goods as specified in clause 26.4 hereof,
deliveredtotheSiteintendedforincorporation intotheWorksin eachsubsequentvaluationshall
notbelessthanthesumreferredtoinAppendix.
26.3 Within fourteen (14) days from the date ofany such valuation being made and subject to the
provisionmentioned in clause26.1,the S.O. shall issuean Interim Certificatestatingtheamount
duetothe Contractorfrom theGovernment. PROVIDEDTHATthe signing ofthis Contractshall
notbe acondition precedentforthe issueofthefirst InterimCertificate (and noother)solongas
the Contractor has returned the Letter ofAcceptance ofTender duly signed and has deposited
withtheS.O.ortheGovernmenttherelevantinsurancepoliciesunderclauses 15and 16hereof.
26.4 The amountstated as due in an Interim Certificateshall, subjectto anyagreementbetween the
Parties as to paymentbystages, betheestimated total valueoftheworkproperlyexecuted and
up to ninety percent (90%) of the value of the unfixed materials and goods delivered to or
adjacenttothe Siteintendedforincorporation into the permanentWorks up toand including the
datethe valuation was made, less anypayment(including advance payment) previouslymade
paid under this Contract. PROVIDED THAT such certificate shall only include the value ofthe
said unfixedmaterialsandgoodsas andfrom suchtimeastheyarereasonablyandproperlyand
not prematurely delivered to or adjacent to the Site and adequately protected againstweather,
damageordeterioration.
26.5 This clauseshall notapplyto anyunfixed materialsandgoodswhich aresupplied anddelivered
by Nominated Suppliers for which payment shall be made for the full value of the unfixed
materialsandgoods.
26.6 Within a numberofdays as stated in Appendix (or ifnonestated then within thirty(30) daysof
the issue of any such Interim Certificate), the Government shall make a payment to the
Contractorasfollows:
(a) where the Performance Bond is in the form of a Banker's, Insurance or Finance
Company Guarantee, payment shall be made on the amount certified as due to the
Contractorinthesaid InterimCertificate;or
(b) wherethe Performance Bond is in theform ofaPerformanceGuaranteeSum, payment
ofninetypercent(90%) on the amountcertified as duetothe Contractorshall be made
with the remaining ten percent (10%) being retained by the Government as a
Performance Guarantee Sum. PROVIDED THATwhen the sum retained is equivalent
to five percent (5%) ofthe Contract Sum then in any subsequent Certificate, payment
shall bemadeon thefullamountcertifiedasduetotheContractor.
29.0 ADJUSTMENTOFCONTRACTSUM
Theamounttobeaddedtoordeductedfrom the ContractSum in respectofexpenseorlossduetofees
and charges in relation to the supply of water and electricity and permanent connections to water,
electricity, telephone and sewerage mains under clause 6.2, variations under clause 24, rectification of
errors in Bill ofQuantities underclause26.3, fluctuation ofpriceunderclause30, paymentofP.C. Sums
and Provisional Sums underclause34, opening upworkforinspection and testing ofmaterialsorgoods
20
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andexecutedworkunderclause35.2, lossandexpenseunderclause44andcostsofdisposaloffossils.
etc. underclause64hereof.shall becertifiedbytheS.O.
30.0 FLUCTUATION OF PRICE
In accordance with the Special Provisions to the Conditions of Contract for Fluctuation of Price as
contained in Appendix (ifapplicable), the amountpayable bytheGovernmentto the Contractorupon the
issue by the S.O. of an Interim Certificate under clause 28 hereof shall be increased or decreased
accordingly. The nettotal ofanysuch increases or decreases shall be giveneffectto in determining the
ContractSum.
31, FINAL ACCOUNT AND PAYMENT CER'rlFICATE
31.1 As soon as is practicablebutnotlaterthan three (3) monthsafterthe issuanceoftheCertificate
of Practical Completion, the Contractor shall submit full particulars complete with receipts,
vouchers records that would substantiate the Contractor's claim under clause 44 together with
anydocuments. supporting vouchers and any explanation and calculations including documents
relating to the accounts ofNominated Sub-Contractors or Nominated Suppliers, which maybe
necessary to enable the Final Account to be prepared by the S.O. PROVIDED ALWAYS the
Contractorhad given the notice ofclaim in writing within the stipulated time ortimes in the said
provisions.
31.2 Ifthe Contractorfails tosubmitfull particulars ofall claimswithin the stipulated period. the S.O.
shall forthwith make the assessment based on the available documents submitted by the
Contractor for the purpose ofthe Final Account. The Governmentshall be discharged from all
liabilitiesinconnectionwiththeclaims.
31.3 Within three (3)monthsaftertheexpiryofthe Defects LiabilityPeriodforthewholeoftheWorks
orthree(3)monthsaftertheissueoftheCertificateofCompletionofMakingGoodDefectsunder
clause48hereof,whicheveristhe later,theS.O.shall issuetheFinalCertificate.
31.4 The Final Certificate shall be supported by documents, and full particulars complete with
receipts, vouchers records showing the S.O.'s final valuation of Works and any amount
determined in clause 31.1 in accordance with the terms of this Contract. After setting out or
allowing for all payments':or other expenditure ofthe Government or any permitted deductions
made by the Government or the S.O. on its behalf, the Final Certificate shall state any final
balance due from the Governmentto the Contractororfrom the Contractor to the Government,
as the casemaybe, which shall thereupon becomethedebt payable. Such certificateshall also
take account ofany outstanding permitted deductions not yet made by the Government under
thetermsofthisContractwhetherbywayofliquidateddamagesorotherwise.
31.5 Nofinal paymentduetotheContractorunderthe Final Certificate,shall bemadeunlessanduntil
the Contractorshall havesatisfied the S.O. bymeans ofaStatutoryDeclaration made byoron
behalf of the Contractor to the effect that the workmen who have been employed by the
Contractoron theWorksincludingworkmen employedbysub-contractors,whethernominatedor
otherwise (including "labour only" SUb-contractors) have received all wages due to them in
connection with such employment, and that all dues or contributions underthe EmploymentAct
1955. the Employee's Social Security Act 1969, the Employee's Provident Fund Act 1965 and
anyotherlawsrelevanttotheemploymentofworkmen, havebeenpaid.
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32.0 EFFECTOFS.O:SCER"I"IFICATES
NocertificateoftheS.O.underanyprovision ofthisContractshall beconsidered asconclusiveevidence
as to thesufficiencyofanywork, materialsorgoods towhich itrelates, norshall it relievetheContractor
from his liability to amend and make good all defects, imperfections, shrinkages, or any other faults
whatsoeveras provided bythis Contract. In anycase, nocertificateofthe S.O. shall befinal and binding
in anydispute between the Governmentand the Contractor ifthe dispute is broughtwhetherbefore an
arbitratororintheCourts.
33.0 DEDUCTIONFROMMONEYDUETOCONTRACTOR
The Government or the S.O. on its behalf shall be entitled to deduct any money owing from the
ContractortotheGovernmentunderthisContractfrom anysumwhich maybecomedueorispayableby
the Governmentto the Contractor under this Contract or any other contracts to which the Government
and Contractor are Parties thereto. The S.O. in issuing any certificate under clauses 28 and 31, shall
have regard to any such sum so chargeable againstthe Contractor, provided always thatthis provision
shall notaffectanyotherremedytowhichtheGovernmentmaybeentitledfortherecoveryofsuchsums.
34.0 PRIMECOSTI PROVISIONALSUMS
34.1 In respectofanyand everyPrimeCostorP.C. Sum provided in theContract,theamountdueto
any Contractor shall be determined by deducting the said Prime Cost or P.C. Sum and the
relevant profit and/or attendance charges from the Contract Sum and substituting for the same
with the actual amount due to relevant Nominated Sub- Contractor or Nominated Supplier as
valued in accordancewith therelevantsub-contractand the sumsduetoanyContractorbyway
ofprofitand/orattendance chargesattherates orpricesstipulated in theContractDocuments(if
any).
34.2 The Provisional Sum may be expended at such times and in such amounts as the S.O. may
direct. Such sum ifnot used either wholly or in part shall be deducted from the Contract Sum.
The valueofworkswhich areexecutedbytheContractorin respectofProvisional Sumsshall be
ascertained in accordance with clause 25 hereof. The said value ofsuch work executed by the
Contractorshall be set offagainstall such Provisional Sums and the balance shall be added to
ordeductedfrom theContractSumasthecasemaybe.
34.3 Anyworkto be executed, or materials orgoods to besupplied forwhich Provisional Sums are
provided in the Bills ofQuantitiesmay. iftheS.O. so decides, betreated as P.C. Sum itemsand
shallbedealtwith inaccordancewithclause34.1.
34.4 Where the Contractor in the ordinarycourse ofhis business directlycarries outworksforwhich
P.C. Sumsare provided in the Bills ofQuantities and wheresuch works aresetout in Appendix
hereto and the S.O. is prepared to accept tenders from the Contractor for such works the
Contractor shall be permitted to tender for the same or any of them without prejudice to
Government'sright to rejectthe lowestoranytender. IfthetenderoftheContractorforanywork
included in the P.C. Sum is accepted, such tender shall be held to include the profit and
attendancecharges,and theContractorshall notbeentitled to theprofitand attendancecharges
ascontained in the BillsofQuantitiesnotwithstandinganyprovision to thecontraryunderclause
34.1.
35.0 MA"rERIALS,GOODSANDWORKMANSHIP
35.1 All materials, goods and workmanship shall be ofthe respective kinds and standards described
in theSpecification and ofgood qualityand in accordancewith thestandard oftheworkmanship
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in the industry. The Contractor shall upon the request ofthe S.O. furnish him with the relevant
certificatesand/orvoucherstoprovethatthematerialsandgoodscomplywiththeSpecification.
35.2 TheContractorshall, entirelyathisown cost, providesamples ofmaterialsand goodsfortesting
purposes. TheContractorshall,when instructed bytheS.O. toopen upfor inspectionanywork
covered up,orarrangefororcarryoutanytestofanymaterialsorgoods(whetherornotalready
incorporated in theWorks)orofanyexecutedworkwhichtheS.O. mayin writing requireand the
cost of such opening up or testing (together with the cost of making good in consequence
thereof) shall be addedtotheContractSum unless providedforin the Bills ofQuantities byway
ofProvisional Sums orotherwiseorunless the inspection or testshows thatthework, materials
orgoodsarenotinaccordancewiththisContract.
35.3 The Contractorshall pay all duties and taxes which may be imposed by law, such as customs
duties and sales tax, on all materials, goods and equipment, whetherpurchased orimported in
the Contractor's nameorhis agent, which are incorporated in the Works orused directly in the
construction,completionormaintenanceoftheWorks.
35.4 Exceptwhere otherwise specified, the Contractor shall payall tonnage and other royalties, rent
fees and other payments orcompensation (ifany) for getting stone, sand, gravel, clay orother
materialsrequiredfortheWorks.
36.0 INSPECTION AND TESTING OF MATERIALS, GOODS AND EQUIPMENT
36.1 Further to his the Contractor's obligations under clause 10, the Contractor shall submit to the
S.O. for his approval, proposals for inspecting the design and setting out of the Works and
testing the materials and workmanship to ensure that the Contractor's obligations under the
Contractarefulfilled. .
36.2 TheContractorshallcarryouttheinspectionandtests approved underclause36.5orelsewhere
in the Contractand such furthertests as the S.O. mayreasonablyrequire, including to open up
forinspection anyworkcovered uportocarryoutanytest ofanymaterialsorgoods(whetheror
notalreadyincorporatedintheWorksoranyexecutedWorks).
,
36.3 The S.O may issue instructions to the Contractorto remove from the Site orrectify anywork,
goodswhicharenotin accordancewiththisContractathisowncost.
36.4 TheContractorshall, as mayberequired bytheS.O.from timetotime, providesuchaSSistance,
instruments, machines, labour and materials as are normally required for the purpose of
examining, measuring and testing ofany work, as well as and the quality, weight or quantityof
the materials used, and shall supplysamples ofmaterials before incorporation in the Works for
testing.
36.5 Unless the Contract otherwise provides, the cost of making any test shall be borne by the
Contractorifsuchtestis:
(a) proposedbytheContractor;or
(b) clearlyintendedbyorprovidedforin theContract.
36.6 Notwithstanding anything in clause36.5, ifthe Contractorcarries outanyfurthertestas required
by the S.O. pursuant to clause 36.2 and the result of such test shows the workmanship or
materials is notin accordancewiththeprovisionsoftheContract,then the costofsuch test shall
be borne by the Contractor. But ifthe result ofsuch test shows the workmanship or materials
comply with the provisions of the Contract, then the cost of such test shall be borne by the
Government.
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37.0 CONSTRUCTIONALPLANT,EQUIPMENT,VEHICLESANDMACHINERIES
37.1 The Contractor shall pay all port dues including (but not by way oflimitation) wharfage dues,
pilotage fees, anchorage, berthage and mooring fees, quarantine dues, loading porterage and
overtime fees for constructional plant, equipment, vehicles and machineries for use directly in
connection with the construction, completion of the works brought into and despatched from
MalaysiabytheContractor(orin hisnamebyagents).
37.2 The Contractor shall furnish to the S.O. all such shipping documents, invoices and other
documentationasmayberequired bytheCustomsAuthorities in connection with theimportation
ofgoods, materials,constructionalplant, equipment,vehiclesandmachineries.
37.3 In the case of constructional plant, equipment, vehicles, and machineries imported on the
Contractor's behalf by importing agents and the like both the shipping documents and the
invoices ofthe original suppliers ormanufacturers mustindicateclearly that the consignment is
fortheContractor'saccount.
37.4 The procedure in respect of the requirements of the foregoing shall be determined by the
CustomsAuthorities. The Contractorshallmakewritten application totheS.O. and shall provide
therelevantdocumentationofall constructional plant, eqUipment,vehiclesandmachineriestobe
imported into Malaysia not less than forty-five (45) days before the arrival of the said
constructionalplant, equipment,vehiclesandmachineries.
37.5 The Contractor shall pay all charges and other expenses in connection with the landing and
shipmentofall constructional plantmaterialsand other things ofwhatsoevernaturebroughtinto
ordespatchedfrom MalaysiaforthepurposeoftheContract.
37.6 TheContractorshall makehis own arrangementin obtaining clearancethrough the Customsof
constructional plant, equipment, vehicles and machineries. However, if required, the S.O.'s
assistancemaybesought.
37.7 Underthis Contract, the Contractor shall be required to furnish all lists ofconstructional plant,
equipment, vehicles and machineries to the S.O. whether the constructional plant, eqUipment,
vehiclesand machineriesarehiredoracquired.
38.0 POSSESSIONOFSITE
38.1 Nowork underthis Contractshall commenceunless and until the Performance Bond stipulated
underclause 13andsuchinsurancepolicyasspecifiedunderclauses15and 18 shallhavebeen
deposited with the Government, PROVIDED THATfor the purposes ofthis clause only (but for
noother), iftheContractorshallproducetotheGovernmentthecovernoteofthesaid insurance
policyand the receipt ofpremium paid, itshall bea sufficientdischarge ofhis obligations under
thisclause.
38.2 Unless theContract Documents shall otherwise provide, possession ofthe Siteas complete as
mayreasonablybepossiblebutnotsoastoconstituteatenancy, shall be given onorbeforethe
"Datefor Possession" stated in the LetterofAcceptance to the Contractorwho shall thereupon
and forthwith commence the Works (but subject to clause 38.1) and regularly and diligently
proceed with and complete the Works on or before the Date for Completion as stated in
Appendix.
38.3 The"DateforCompletion"oftheWorksas referred tounderclause39hereofshallbecalculated
from the said "Date for Possession". PROVIDED ALWAYS that the possession ofSite may be
given in section orin parts and anyotherrestrictions uponpossessionoftheSite shall bestated
intheAppendixtotheseConditionsorintheContractDocuments.
24
38.4 In the event ofany delay in giving possession of the Site from the "Date for Possession" as
stated in Letter ofAcceptance or delay in giving any section or part ofthe Site as provided in
clause38.3,theS.O. mayissueinstructionsin regard to therevision ofthe"DateforPossession"
and the"DateforCompletion"shall beappropriatelyrevised underclause43.1(h)hereof, butthe
Contractorshall notbe entitled to claim foranyloss ordamage caused bysuch delayin giving
possessionoftheSite,norshallhebeentitledtoterminatethisContract.
38.5 In the event that the giving ofthe possession ofthe whole Site is delayed beyond ninety (90)
days ofthe "Datefor Possession" stated in the Letter ofAcceptance, the S.O. shall givewritten
notice to the Contractorofthe causes ofsuch delay. Upon the receipt ofthesaid written notice
issued bythe S.O., the Contractormay, inform the S.O. in writing ofits decision within fourteen
(14)daysofreceiptofthesaidnoticeeitherto:
(a) agreetoproceedwiththe Workswhenthe Siteis subsequentlymadeavailable, in which
caseclause38.4 shall applyin particular,theContractorshallnotbeentitledtoclaimfor
anylossordamagecausedbysuchdelayin givingpossession oftheSite,or
(b) terminate this Contract, without prejudice to any other rights or remedies that the
GovernmentandtheContractormayhaveasaresultofthetermination.
38.6 In theeventthatthegivingofpossession ofanysection orpartoftheSite(whetherprovided for
in clause 38.3 or otherwise) is delayed beyond ninety (90) days from the Date ofPossession
statedin theAppendixorthedatethe Contractorisscheduledtocommenceworkonthatsection
or part ofthe Works in accordance with the approved programme ofWorks as referred to in
clause 12 hereofas the case maybe, then theS.O. shall givewritten noticetotheContractorof
the causes ofsuch delay. Upon receiptofthe said written notice, the Contractormayinform the
S.O. in writing, withinfourteen (14)daysofreceiptofthesaid noticeofitsdecisioneitherto:
(a) agreetoproceedwiththeWorkswhenthesection orpartoftheSiteis subsequentlymade
available, in which case sub-clause 38.5(a) above shall apply and in particular, the
Contractorshall notbe entitled to claim for any loss ordamagecaused by such delayas
aforesaid;or
(b) request for S.O.'s instruction to omit the relevant section or part of the Works from the
Contract. IftheS.O. agreestosuch requestthen therelevantsection ~ partoftheWorks
shall bedulyomittedanddeemedtobeavariationtotheContract. Suchvariationshall not
vitiate this Contract. Ifthe S.O. does not agree to such request as aforesaid, then the
Contractorshall beentitledtoclaimforanylossand/orexpensescaused byandin respect
ofsuchdelaybeyondninety(90)daysas aforesaid.
39.0 COMPLETION OF WORKS
39.1 Subject to clauses 38.3 and 41, the Contractor shall complete the whole ofthe Works on or
before the "Date for Completion" as stated in the Appendix or such extended time as may be
allowedunderclause43hereof.
39.2 Ifthe Contractor considers that the works have achieved practical completion, the Contractor
shallnotifytheS.O. in writingto thateffect.
39.3 Within 14daysofreceiptofsuch notice, theS.O. shall carryouttesting/inspectionoftheWorks.
Pursuanttosuch inspection/testing,theS.O.shall-
(a) issuethe CertificateofPractical Completion tothe Contractor ifin his opinion thewhole
Works have reached Practical Completion and have satisfactorily passed any
inspection/testcarried outby the S.O. The date ofsuch completion shall be certified by
the S.O. and such dateshall be the date ofthe commencement ofthe Defects Liability
Periodas provided in clause48hereof; or
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(b) give instruction to the Contractor specifying all defective works which are required to be
completed by the Contractor before the issuance of the Certificate of Practical
Completion.
39.4 If the S.O. has given instruction pursuant to clause 39.3(b), no Certificate of Practical Completion
shall be issued to the Contractor until the Contractor has effectively carried out the remedial work
within reasonable period to the satisfaction of the S.O.
39.5 The Works shall not be regarded as practically complete unless it has fulfilled the following:
(a) the Works have been completed in accordance with the terms and conditions of this
Contract;
(b) the Government can have full, proper and beneficial use of the Works for their intended
purpose, notwithstanding that there may be works of a very minor defects PROVIDED
THAT such works do not prevent or diminish the full, proper and beneficial use as
aforesaid;
(c) the Works have passed any commissioning tests required in the Contract Document;
(d) the Works shall be made available to the Government in a condition fit for occupation;
and
(e) all the essential services, including access roads, landscape, car parks, drains, sanitary,
water and electricity installation, fire hydrant, sewerage and refuse disposal equipment
and fire lifts specified in this Contract.
39.6 When the whole of the Works have reached practical completion to the satisfaction of the S.O.,
the date of such completion shall be certified by him and such date shall be the date of the
commencement of the Defects Liability Period as provided in clause 48 hereof.
40.0 DAMAGES FOR NON-COMPLETION
40.1 If the Contractor fails to complete the Works by the Date for Completion or within any
extended time granted pursuant to clause 43. the S.O. shall issue a Certificate of Non
Completion to the Contractor. Prior to the issuance of the Certificate of NonCompletion, the
S.O. shall issue a notice to the Contractor informing the Contractor the intention of the
Government to impose Liquidated and Ascertained Damages to the Contractor if the
Contractor fails to complete the Works by the Date for Completion or within any extended
time granted.
40.2 Upon the issuance of the Certificate of Non-Completion, the Government shall be entitled to
recover from the Contractor Liquidated and Ascertained Damages calculated at the rate stated in
Appendix from the period of the issuance of the Certificate of Non-Completion to the date of
issuance of Certificate of Practical Completion or the date of termination of this Contract. The
S.O. may deduct such damages from any money due or to become due to the Contractor failing
which such damages shall be recovered from the Performance Bond or as a debt due from the
Contractor. The S.O. shall inform the Contractor in writing of such deduction.
41.0 SECTIONAL COMPLETION
41 .1 Where different completion dates for different sections or parts of the Works are stated and
identified in Appendix or elsewhere in the Contract Documents and different and separate
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Liquidated and Ascertained Damages are provided for each section or part ofthe Works, the
provisionsofthisContractin regardto:
(a) CertificateofPracticalCompletion;
(b) Delayand ExtensionofTime;
(c) LiquidatedAscertained Damages; and
(d) DefectsLiabilityPeriod,
but not Insurance ofthe Works underclause 18, Performance Bond under clause 13 and final
payment on the Final Certificate under clause 31 hereof shall, in the absence of any express
provision to the contraryelsewhere in the Contract Documents apply as ifeach such section or
part was the subject of a separate and distinct contract between the Government and the
Contractor.
41.2 For the avoidance ofdoubt, nothing contained in clause 41.1 shall entitle the Contractor to the
release of the whole or any part of the Performance Bond or Performance Guarantee Sum
deposited by him. The Performance Bond or Performance Guarantee Sum shall be released or
be refunded only upon the issue ofthe Certificate ofMaking Good Defects ofthe whole ofthe
Worksorin respectofthelastsectionoftheWorks,asthecasemaybe.
42.0 PARTIALOCCUPATIONrrAKINGOVERBYGOVERNMENT
42.1 If at any time before the whole of the Works have reached practical completion pursuant to
clause 39, the Government with the consent of the Contractor (which consent shall not be
unreasonablywithheld) shall take possession ofand occupyanypart orparts ofthe same (any
such partbeing hereinafterin this Clause referred toas 'therelevantpart'), then notwithstanding
anythingexpressedorimpliedelsewhereinthisContract.
Certificate of Partial Occupation
(a) within seven (7) days from the date on which the Government shall have taken
possession ofthe relevantpart, the S.O. shall issuea CertificateofPartial Occupation
in respectofthe relevant partstating the estimated value ofthe said relevant part, and
forallthepurposesofthis I ~ u s e (butfornoother)thevaluesostated shall bedeemed
to bethetotal valueofthesaidrelevantpart;
Defects Liability Period
(b) forthe purposes ofclauses 39 and 48 hereof, therelevantpartshall bedeemedto have
reached practical completion and the Defects Liability Period in respect ofthe relevant
part shall be deemed to have commenced on the date on which the
Governmentshallhavetakenpossessionand occupiedthereof;
CertNicate of Making Good Defects
(c) atthe end ofthe Defects LiabilityPeriod ofthe relevant part and if in theopinion ofthe
S.O. any defect, imperfection, shrinkageoranyotherfaultwhatsoeverin respect ofthe
relevant part which he may have required to be made good under clause 48.1, shall
havebeenmadegoodbytheContractor,theS.O.shall issueacertificatetothateffect;
Reduction of Liquidated Ascertained Damages
(d) if, beforethetimeofcompletionofthewholeoftheWorksor, ifapplicableanysection, a
Certificate of Practical Completion has been issued for any part ofthe Works or ofa
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section, the rate ofthe liquidated and ascertained damages for delay in completion of
theremainderoftheWorksorofthatsection shall,foranyperiod ofdelayafterthedate
stated in suchCertificateofPracticalCompletion, bereduced in theproportionwhich the
valueofthe partso certified bearsto thevalue ofthewholeoftheWorksorsection, as
applicable;
Insurance of the Worlcs
(e) notwithstanding the partial occupation by the Government of the relevant part the
Contractor shall insure and keep insured theWorks in the manneras stipulated under
clause 18 and the Contractorshall give noticeto the insurerofsuch partial occupation;
and
Performance Bond Not Affected
(f) it is expresslyagreedthatnothingcontained in theprecedingparagraphsshallentitlethe
Contractorto thereleaseofthe PerformanceBond oranypartthereofdeposited byhim
underclause 13hereof, the intention being that the said Performance Bond oranypart
thereof shall be released or refunded only upon the completion of making good all
defects, imperfections, shrinkages orother faults which mayappear during the Defects
Liability Period and upon the giving of the Certificate of Completion of Making Good
DefectsforthewholeoftheWorksunderclause48 hereof.
43.0 DELAYANDEXTENSIONOFTIME
43.1 Upon itbecomingreasonablyapparentthattheprogressoftheWorks is delayed, the Contractor
shallforthwith givewritten noticeto theofficernamed in Appendixas tothecauses ofdelayand
relevant informationwithsupporting documentsenablingthesaid officertoformanopinionas to
the cause and calculation of the length ofdelay. Ifin the opinion ofthe said officer named in
Appendix the completion ofthe Works is likelyto be delayed or has been delayed beyond the
DateforCompletionstated in Appendix orbeyond anyextended DateforCompletionpreviously
fixedunderthisClauseduetoanyormoreofthefollowingevents:
(a) forcemajeureasprovidedunderclause57;
(b) exceptionallyinclementweather;
(c) suspensionofWorksunderclause50;
(d) directions given by the S.O., consequential upon disputes with neighbouring owners
provided the same is notdueto anyact, negligence ordefaultofthe Contractororany
sub-contractor,nominatedorotherwise;
(e) S.O.'s instructions issued under clause 5 hereof, PROVIDED THAT such instructions
are not issued due to any act, negligence, default or breach of this Contract by the
Contractororanysub-contractor,nominatedorotherwise;
(f) theContractornothavingreceived in duetimeinstructionsin regardtothenominationof
sub-contractors and/or suppliers provided in this Contract, necessary instructions,
drawingsorlevelsfortheexecutionoftheWorksfromtheS.O. duetoanynegligenceor
default ofthe S.O. PROVIDED THAT the Contractor shall have specifically applied in
writingon a datewhich having regard to the DateforCompletion stated in Appendixor
to anyextension oftime then fixed underthis clause, was neither unreasonablydistant
from norunreasonablycloseto thedateonwhichitwasnecessaryforhimtoreceivethe
same;
28
(g) delayin giving possession ofthe Site as provided underclause 38.4 hereofother than
claim ineffectinginsuranceand PerformanceBond;
(h) delay on the part of artists, tradesmen or others engaged by the Government in
executingworknotforming partofthisContract;
(i) the Contractor's inability for reason beyond his control and which he could not
reasonablyhaveforeseen atthedateofclosingoftenderofthisContracttosecure such
goods, materials and/or services as are essential to the proper carrying out of the
Works;or
0) delay on the part of the Nominated Sub-contractors and/or Nominated Suppliers to
performtheirworks,dueto reasonsasstatedabovein sub-clauses(a)to(i),
then the officernamed in Appendix mayifheis oftheopinion thatthe extension oftime should
be granted, so soon as he is able to estimate the length ofthe delay beyond the date or time
aforesaidissueaCertificateofDelayand ExtensionofTimegivingafairreasonableextension of
timeforcompletionoftheWorks.
PROVIDED THAT all such delays are not due to any act, negligence, default or breach of
contract by the Nominated Sub-contractorand/or Nominated Supplier and/or the Contractor, or
any ofthe servants oragents ofsuch Nominated Sub-contractoror Nominated Supplier or the
Contractor.
PROVIDED ALWAYS thattheContractorhastakenall reasonablestepstoavoid orreducesuch
delayand shall doall thatmayreasonablybe required tothesatisfaction ofthe S.O. to proceed
withtheWorks.
PROVIDED FURTHER that the Contractor shall notbe entitled to anyextension oftime where
the instructions or acts ofthe S.O. are necessitated by orintended to remedy anydefaultofor
breachofcontractbytheContractor.
44.0 CLAIMS FOR LOSS AND EXPENSE
44.1 Ifatany time during the regular progress ofthe Works or anypartthereof has been materially
affected by reason of delays as stated under clause 43.1 (c), (d), (e), (f) and (h), and the
Contractorhasincurreddirectlossand/orexpensebeyondthatreasonablycontemplatedand for
which the Contractorwould notbe reimbursed byapaymentmade underanyotherprovision in
this Contract, thentheContractorshalt within thirty(30)days ofthe occurrenceofsuch eventor
circumstances or give notice in writing to the S.O. ofhis intention to claim for such
direct loss or expense together with an estimate of the amount ofsuch loss and/or expense,
subjectalwaystoclause44.2hereof.
44.2 As soon as is practicable but not later than ninety (90) days after practical completion of the
Works, the Contractor shall submit full particulars ofall claims for directloss orexpense under
clause 44.1 together with all supporting documents, vouchers, explanations and calculations
which maybe necessaryto enablethedirectloss orexpenseto beascertained bytheS.O.. The
amount ofsuch direct loss or expense ascertained by the S.O. shall be added to the Contract
Sum.
44.3 IftheContractorfailstocomplywithclauses44.1 and44.2. heshall notbeentitled tosuchclaim
andtheGovernmentshaltbedischargedfrom all liabilityin connectionwiththeclaim.
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45.0 INVESTIGATION BY THE GOVERNMENT AND OTHER PERSONS IN CASE OF
ACCIDENT,FAILUREOROTHEREVENT
Wherethe Government, its employeeoranyperson orbodyappointedorauthorisedbyitcarries outany
investigation in relation to anyaccident, failure or othereventwhich has occurred to, in orin connection
with the Works or any part thereof for the purpose of determining the cause or reason for the said
accident,failureorevent, theContractorshall render all such necessaryassistanceandfacilities as may
berequiredbytheGovernment, its employeeorsuch personorbody, includingthegivingofaccesstoall
specifications,designs,recordsand otheravailableinformationrelatingtotheWorks.
46.0 ACCESSFORWORKS,ETC.
46.1 AccessforS.O.
(a) The S.O. and any person authorised by the S.O. shall at all reasonable times have
access totheWorksand tothefactories, workshopsorotherplacesoftheContractoror
ofany sub-contractor or supplier where any equipment, materials, goods or work are
beingmanufactured,fabricated, assembled,preparedorstoredfortheContract.
(b) Where any such equipment, materials, goods or work are being manufactured,
fabricated, assembled, prepared orstored in the factories, workshopsorotherplaces of
asub-contractororsupplier, the Contractorshall byaterm in the sub-contractsecurea
similarrightofaccesstothosefactories,workshops orotherplacesforthe8.0.andany
person authorised bythe 8.0.,and shall take reasonable steps required ofhim bythe
8.0.toenforceorassistin enforcingsuch right.
(c) Anyperson so removed from the Works shall be replaced without delaybya substitute
approvedbytheS.O.; PROVIDEDTHATtheContractorshallnotbeentitledtoanyclaim
foranyexpensewhatsoeverincurredbyhim inrespectofanydirectiongivenbytheS.O.
underthisClause.
46.2 AccessforOtherContractorsandWorkmen
The Contractor shall in accordance with the requirements of the S.O. afford all reasonable
accessand facilities to anyotherperson engaged bythe Governmentand theirworkmen and of
anyotherconstitutedauthoritiesforthepurposesofexecutinganyworkonorneartheSite.
47.0 SUB-CONTRACTORASSIGNMENT
47.1 TheContractorshall notwithoutthe priorwritten consentofthe 8.0.(whichconsentshall notbe
unreasonably delayed orWithheld) sub- contract the design for any portion ofthe Works under
clause22 ofthisContract. Wherethe S.O. consentstoanysub-contractunderthisclause, such
consentshall notinanywayabsolvetheobligationsoftheContractorunderclause10.
47.2 TheContractorshall notsub- contractthewholeoranysubstantial partoftheWorkswithoutthe
priorwritten consent ofthe 8.0.(which consentshall notbeunreasonablydelayedorwithheld).
Any such consent, ifgiven, shall notrelieve the Contractorfrom anyliabilityorobligation under
this Contractand heshall be responsibleforthe dueobservance by such sub-contractors, ofall
theterms,stipulationsandconditions underthisContract.
47.3 Notwithstanding anysub-contractmadepursuantto clauses 47.1 and 47.2, the Contractorshall
befullyresponsiblefortheacts, defaultsorneglectsofanysub-contractor, including 'labouronly'
sub-contractors, hisagents,servantsorworkmenas iftheyweretheacts,defaultsorneglectsof
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the Contractor,his agents, servants orworkmen; PROVIDEDTHAT the provisionoflabouron a
pieceworkbasisshallnotbedeemedtobe asub-contractunderthisclause.
47.4 It shall be a condition in anysub-contractwhich hasbeen consented to bythe Governmentthat
uponterminationoftheContractor'semploymentundertheContract, theemploymentofthesub-
contractor under the sub-contract shall terminate immediately. No claim whatsoever shall be
made by the Contractor and/or sub-contractor against the Government for any work done or
materialsorgoodssupplied.
47.5 Ifthe Contractorsub-contractstheWorks, in wholeorin part, toanyperson withoutgetting prior
written consentoftheS.O. asprovided underthisclause, theS.O. shall havetherighttoinstruct
the Contractorto forthwith terminate such sub-contractand the Contractorshall be liablefor all
costsandexpenserelatingtosuchtermination.
47.6 TheContractorshall notassigntheContractoranypartthereof,oranybenefitorinteresttherein
orthereunder otherwise than bywayofassignment in favour ofthe Contractor's bankerorany
financial institution or Corporation of any monies due or to become due under this Contract
withoutpriorwrittenconsentoftheS.O.
48.0 DEFECTSAFTERCOMPLETION
48.1 CompletionofOutstandingWorkandRemedyingDefects
(a) Atanytime during the Defects Liability Period as stated in Appendix hereto (or ifnone
stated the period is twelve (12) months from the date of practical completion of the
Works), any defect, imperfection, shrinkage or any other fault whatsoeverwhich
mayappearandwhich areduetomaterialsorgoodsorworkmanshipnotin accordance
withthisContract,theS.O. shall issuewritten instruction totheContractortomakegood
suchdefects,imperfections,shrinkagesoranyotherfaultwhatsoeverattheContractor's
own cost. The Contractor shall complete all such works with due expedition or within
suchtimeasmaybespecifiedbytheS.O.
(b) Withoutprejudicetosub-clause(a), anydefect, imperfection,shrinkageoranyotherfault
whatsoever which mayappear during the Defects Liability Period to be made good by
theContractor, shall bespecified bythe S.O. in the Schedule ofDefectswhich heshall
deliver to the Contractor not later than fourteen (14) days after the expiration ofthe
Defects Liability Period. The defects, imperfections, shrinkages or any other fault
whatsoever specified in the Schedule ofDefects shall be made good bythe Contractor
athisown costs andtobecompletedwithin a reasonabletime butin anycasenotlater
than three(3)monthsafterthereceiptofthesaid Schedule. PROVIDEDTHATtheS.O.
shall not be allowed to issue any further instruction requiring the Contractor to make
good of any defect, imperfection, shrinkage or any other fault whatsoever after the
issuanceofthesaid Schedule ofDefectsorafterfourteen (14)daysfrom theexpiration
ofthesaidDefectsLiabilityPeriod,whicheveris thelater.
48.2 DefaultinRemedyingDefects
IftheContractorshall fail to complywith eitherclause48.1(a) and/or48.1(b) within thetimeso
specified,thematerialsorworkssoaffectedmaybemadegood in suchmannerastheS.O.may
thinkfit, in which casethecosts incurred includingOn-CostCharges (calculated byapplyingthe
Percentage of On-Cost Charges stated in Appendix to the costs incurred), shall be deducted
from anymoneydue orto become due, to the Contractor underthis Contractand failing which
suchcostsshallberecoveredfrom thePerformanceBondorasadebtduefrom theContractor.
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48.3 DiminutioninValueofWorks
Ifanydefect,imperfection,shrinkageoranyotherfaultwhatsoeverissuchthat, in theopinionofthe S.O.,
it shall be impracticable orinconvenienttothe Governmenttohave the Contractorto remedythesame,
the S.O. shall ascertain the diminution in the value ofthe Works due to the existence ofsuch defects,
imperfections, shrinkages or any other fault whatsoever. The amount of such diminution shall be
recoverable bythe Governmentfrom the Contractoras a debt due underthe Contract and failing which
suchdiminutionshall berecoveredfrom thePerformanceBond.
48.4 CertificateofCompletionofMakingGoodDefects
When in theopinion oftheS.O. the Contractorhas madegoodthe defects, imperfections. shrinkagesor
anyotherfaultwhatsoeverwhich he is required tomakegood underclauses 48.1(a) or(b), or both, the
S.O. shall issue a certificateto that effect, and the datespecified in such certificate shall be the dateon
which the Contractor has completed making good such defects, imperfections, shrinkages orany other
fault whatsoever. The said Certificate shall be referred to as the "Certificate ofCompletion of Making
GoodDefects".
49.0 UNFULFILLEDOBLIGATIONS
Notwithstanding the issue ofthe Certificate ofCompletion ofMaking Good Defects underclause 48.4
hereofthe ContractorandtheGovernmentshall remain liableforthefulfilmentofanyobligation incurred
undertheprovisions ofthe Contract, priortothe issueofthe said certificate, which remains unfulfilled at
thetime such certificate is issued, and forthe purposeofdeterminingthenatureand extentofanysuch
obligation,theContractshallbedeemedtoremaininforcebetweenthePartieshereto.
50.0 SUSPENSIONOFWORKS
50.1 SuspensionandResumptionofWorks
(a) Theofficernamedin AppendixmayatanytimeinstructtheContractortosuspendpartor
all oftheWorks.
(b) Upon receipt ofsuch written instruction, the Contractorshall suspend part orall ofthe
Works for such time and in such manner as specified in the instruction and shall duly
protect, storeand securetheWorksorsuch partoftheWorksagainstanydeterioration,
lossordamage.
(c) During the suspension period, the Contractor shall continue to perform its obligations
underthis Contract, which are not affected bythe instruction to suspend, including the
obligationtoeffectandmaintaininsurancesandPerformanceBond.
(d) TheGovernmentmayinstructtheContractortoresumetheWorksat anytimethereafter.
Upon receipt ofsuch instruction theContractorshall resumetheWorks and the Parties
shall jOintly examine the Works affected bythe suspension. The Contractorshall make
good any deterioration ordefect in orloss oftheWorks which has occurred during the
suspension. The Contractor shall also take all necessary actions to mitigate the
expensesincurred.
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50.2 ExtensionofTime
Ifthe Contractor suffers delay and/or incurs expenses in complying with the instruction under clause
50.1(a), and in resumption oftheWorks, and ifsuch delayand/orexpenses was notforeseeable bythe
Contractor, the Contractor shall give notice for extension oftime under clause 43 and the provisions
thereofshall applyaccordingly. PROVIDEDTHATthe Contractorshallnotbe entitledtosuch extensionif
thesuspension is dueto acauseattributabletotheContractorand heshall notbeentitled to paymentof
lossand expenseifhe-
(a) failstotakemeasuresspecified in clause50.1(b); and
(b) failstotakeall necessaryactiontomitigatetheexpensesincurred.
In the eventsuch suspension shall continueforaperiod exceeding twelve (12)months, the Parties shall
then discusswhetherto mutuallyterminatetheContractorsuspendtheWorksforafurtherperiod.
50.3 ConsequencesofMutualTermination
(a) IftheContractismutuallyterminatedunderthisclause-
(i) clause51.1(c)(i)shall beapplicable;and
(ii) paymentobligationsincludingall costsand expenditureincurred bytheGovernmentand
theContractorshall beascertainedin accordancewith clause54.
51.0 EVENTSANDCONSEQUENCESOFDEFAULTBYTHECONTRACTOR
51.1 DefaultofObligations
(a) EventsofDefault
IntheeventtheContractor-
(i) fails to commence works at the Site within two (2) weeks after the bate for
Possession;
(ii) suspendsorabandonsthecarryingoutoftheWorksoranypartthereofbeforethe
DateofCompletion;
(iii) fails to proceed regularly and diligently with the performance of his obligations
undertheContract;
(iv) failstoexecutetheWorksinaccordancewiththeContract;
(v) persistentlyneglectstocarryouthisobligationsundertheContract;
(vi) refuses or persistently neglects to comply with a written notice from the S.O. in
relation to any defective work or equipment, materials or goods which are
defectiveordonotmeettherequirementsoftheContract;
(vii) failstocomplywiththeprovisionsofclause47; or
(viii) failstocomplywith anytermsand conditionsofthisContract,
then the officer named in Appendix shall give written notice to the Contractor specifying the
default, and requiring the Contractor to remedy such default within fourteen (14) days of the
receiptofthedefaultnoticeoranyperioddeterminedbytheofficernamedin Appendix.
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(b) Termination
Ifthe Contractorfails to remedythebreach within such period, the Officershall havetherightto
forthwith terminatethisContractbygivingawrittennoticetothateffect.
(c) Consequences of Termination
IfthisAgreementis terminatedunderclause51.1(b)-
(i) theContractorshall-
(A) forthwithceasealloperationsoftheWorks;
(8) carry out any protection works so as to secure the Site, equipment,
goods, materialsthereinagainstanydeterioration. lossordamageandto
do all things necessary so as to leave the Site in a clean and tidy
condition;
(C) removeitspersonnelandworkmenfromtheSite;
(D) vacate the Site within the time stipulated by the S.O., remove all
temporarybuildings, plant, tools, equipment,goodsandunfixedmaterials
which have not been paid bythe Government, as specified bythe S.O.
Failingwhich,theGovemmentmay(butwithoutbeing responsibleforany
loss or damage) remove and sell any such property belonging to the
Contractor, holding the proceeds, less all cost incurred, to the credit of
theContractor;
(E) either-
(aa) terminate all third partycontracts entered into bythe Contractor
forthepurposesofthisContract;
(bb) assign to the Government, ifsorequired bythe S.O., atnocost
orexpense to theGovernment, the benefit ofanyagreementfor
the supply ofmaterials orgoods and/or for the execution ofany
workorservicesforthepurposesofthisContract;or
(cc) allow such third party to enter into a contract with the
Government or any person deemed necessary by the
GovernmentforthepurposeofcompletingtheWorks;
PROVIDED THAT the Governmentshall notbe obliged to payanythird
party for any materials or goods delivered or any work executed or
services for the purposes of this Contract (whether before or after the
dateoftermination)forwhichtheGovernmenthaspaidbuttheContractor
hasfailedtomakepaymenttothethirdparty;
(F) at no cost to the Government, hand over to the Government all plans,
designs, specification and other relevant documents relating to the
Works;
(G) pay to the Government for any losses and damages as a result of
terminationofthisContractinthemannerprovided underclause55;and
(H) notbereleasedfromanyofitsobligationsundertheContract.
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Oi) theGovernmentshall-
(A) call upon the Performance Bond or forfeit the Performance Guarantee
Sum;
(B) enterandrepossesstheSite;
(C) beentitledtocarryoutandcompletetheWorksonits own oremployany
otherpersontocarryoutandcompletetheWorks;and
(D) beentitled toclaimagainsttheContractorforanylosses,costs,
expenses and damages suffered as a result of termination of this
Contractinthemannerprovidedunderclause55.
(iii) Nothing in clause51.1 oranything elsecontained in this Contractshall renderthe
Governmentinanywayliableforpaymentsupontermination.
51.2 GeneralDefault
(a) EventsofDefault
IfatanytimeduringtheContractPeriod-
(i) theContractorbecomesbankrupt;
(ii) the Contractor becomes insolvent or compounds with or enters into an
arrangementsorcompositionswith itscreditors;
(iii) an order is made or resolution is effectively passed for the winding-up of the
Contractor (except for the purpose of restructuring or amalgamation with the
written consent of the Government, which consent shall not be unreasonably
withheld);
(iy) a provisional liqUidator, receiver or manager ofits business or undertaking duly
appointed, or possessiontaken byoron behalfofcreditors ordebentureholders
secured by a floating charge of any property comprised in or. subject of the
floating charge; or
(v) executionis levied againstasubstantialportionoftheContractor'sassets,
then the Government shall have the right to terminate this Contract forthwith by giving
noticetothateffect.
(b) ConsequencesofTermination
(i) In the event the termination of this Contract under clause 51.2 takes place,
clauses51.1(c)(i)and 51.1(c)(ii)shallapply.
(ii) Nothingin clause51.2oranythingelsecontainedinthisContractshallrenderthe
Governmentin anywayliableforpaymentsupontermination.
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52.0 TERMINATION ON NATIONAL INTEREST
52.1 Termination
(a) Notwithstanding any provIsion of this Contract, the Government may terminate this
Contract by giving not less than thirty (30) days written notice to that effect to the
Contractor (without any obligation to give any reason thereof) if the Government
considers that such termination is necessary for national interest, national policy or
nationalsecurity.
(b) For the purpose ofthis clause, whatconstitutes "national interest", "national policy" and
"national security", shall be solely made and determined by the Governmentand such
determination shall for all intent and purposes be final and conclusive and shall notbe
opentoanychallengewhatsoever.
52.2 ConsequencesofTermination
Uponsuch terminationofthisContractunderclause52.1-
(a) paymentobligationsincludingall costsandexpenditureincurred bytheGovernmentand
theContractorshallbeascertained in accordancewithclause54; and
(b) clause51.1(c)(i)andclause51.1(c)(ii)(B)and (C)shallapply.
53.0 TERMINATION ON CORRUPTION
53.1 Termination
(a) If the Contractor, its personnel, servants, agents, employees, or any of its sub-
contractors, givesorofferstogivetoanypersonanybribe,gift, gratuityorcommission as
and inducementorreward-
(i) fordoing orforbearing to doany action in relation to the Contractor in anyother
ContractwiththeGovernment; or
(ii) forshowing orforbearing to showfavour ordisfavourto anyperson in relation to
theContractoranyotherContractwiththeGovernment,
then (the officernamed in Appendix)shall be entitled toforthwith terminatethis Contract
atanytimebygivingwritten noticetothateffecttotheContractor.
(b) ConsequencesofTermination
Uponsuch termination undersub-clause(a)-
(i) the Government shall be entitled to all losses, costs, damages and expenses
including anyincidental costs and expenses incurred bythe Governmentarising
from suchtermination;
(ii) clauses51.1(c)(i)and(ii)shallapply;and
(iii) nothing in clause 53 oranything else contained in this Contract shall renderthe
Governmentinanywayliableforpaymentsupontermination.
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54.0 PAYMENTSUPONTERMINATION
54.1 Ifthis Contract is terminated under clause 50or clause 52, the amount to be paid (in so faras
such amounts or items have not already been covered by payments on account made to the
Contractor)shallbethefollowing:
(a) thevalueofallworkcarried outuptothedateoftermination;
(b) the amounts payable in respect ofanypreliminary items so far as the Work orservice
comprised therein has been carried out or performed and a proper proportion ofany
such itemswhich havebeenpartiallycarriedoutorperformed;
(c) the cost of materials or goods reasonably ordered for the Works which have been
delivered to the Contractororofwhich the Contractor is legally liableto acceptdelivery
(such materialsorgoods becomingthepropertyofthe Governmentupon such payment
beingmadetothe Contractor);
(d) asum beingtheamountofanyexpenditurereasonably incurred bythe Contractorinthe
expectation ofcompleting thewhole oftheWorks in so faras such expenditure has not
been recoveredbyanyotherpaymentsreferredto inthissub-clause;and
(e) the reasonablecostofanyprotectionworksand removal ofequipmentand sitefacilities
pursuanttoterminationas provided underthisContract,
PROVIDED THATsuch amount to be paid by the Government shall be confined only to those
itemsasareclearlyandexpresslystated insub-clauses(a)-(e)above.
54.2 Upon terminationofthis Contractunderclause50and clause52,afinal accountofthisContract
shallbepreparedand issuedbythe8.0.
55.0 CERTIFICATEOFTERMINATIONCOSTS
55.1 As soon as the arrangementsforthe completion oftheWorksmade bythe Governmentenable
the 8.0.to makea reasonably accurate assessment ofthe ultimate cost to the Governmentof
completing the WorKs following the termination of. the Contractor's employment and the
engagement of other contractors or persons,'and the amount of direct loss and/or damage
caused to the Government due to the termination has been ascertained by the 8.0., then the
8.0. may issue a certificate (hereinafter referred to as the "Certificate of Termination Costs")
stating the Completion Cost (hereinafter defined) and the Final Contract 8um (hereinafter
defined).
55.2 TheCompletionCostcomprisesthefollowingsums, costsorexpenditure:
(a) thesums previouslypaidtotheContractorbytheGovernment;
(b) the sums paid orpayabletoothercontractors orpersonsengaged bytheGovernmentto
completetheWorks;
(c) anysumspaidtosub-contractorsorsuppliersunderclause60;
(d) anycosts or expenditure incurred orto be incurred including On-Cost Charges incurred
bytheGovernmentin completingtheWorks;and
(e) the amount of direct loss and/or damage caused to the Government due to the
termination.
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55.3 TheFinalContractSumcomprisesofthefollowingamountsorsums:
(a) the amount which would have been payable under the Contract on completion in
accordance with the Contract, allowing anyvariations or other matters which would have
resulted inan adjustmentoftheoriginalContractSum; and
(b) anyothersumswhich the Governmentmightbeentitled underthetermsoftheContractto
deductfrom theoriginalContractSum,
hadtheContractor'semploymentnotbeen terminated.
55.4 The Certificate ofTermination Costs shall state the difference between the Final Contract Sum
and the Completion Cost. If the Final Contract Sum is less than the Completion Cost, the
difference shall be a debt payable by the Contractor to the Government and if greater the
differenceshallbe adebtpayablebytheGovernmenttotheContractor.
55.5 TheCertificateofTermination Costsshall be binding and conclusiveon the Contractoras to the
amountofsuch lossordamagespecifiedtherein.
55.6 In the event the completion ofthe Works being undertaken departmentally, allowance shall be
made, when ascertaining the amount to be certified as costs and expense incurred by the
Government, for cost of supervision, interest and depreciation on plant and all other usual
overhead charges and profit as would be incurred if the Works were completed by other
contractorsorpersons.
56.0 SURVIVING RIGHTS
Anytermination underthis Contractshall notaffectthe liabilityofeitherPartyheretoforanyofits acts or
omissions duringtheperiod oftheContractand both Parties shall thereaftercontinueto be so liableand
shall keep the other Party hereto indemnified and hold harmless in respect of any claims arising
therefrom.
57.0 EFFECT OF FORCE MAJEURE
57.1 Neither the Government nor the C'ontractor shall be in breach of its obligations under this
Contract ifitis unable to perform its obligation underthis Contract(oranypart ofthereof), other
thanthepaymentobligationsasaresultoftheoccurrenceofan EventofForceMajeure.
57.2 An"EventofForceMajeure"isan eventbeyondthecontrolofbothPartieswhich are:
(a) war(whetherdeclaredornot),hostilities,invasion,actofforeignenemies;
(b) insurrection, revolution,rebellion, militaryorusurpedpower,civil war,terrorism;
(c) natural catastrophe including but not limited to earthquakes, floods, subterranean
spontaneous combustion or any operation of the forces of nature against which an
experiencedcontractorcouldnotreasonablyhavebeenexpectedtotakeprecautions;
(d) nuclearexplosion, radioactiveorchemical contamination orradiation (unless caused by
thenegligenceact,omissionordefaultoftheContractor,itsagentsorpersonnel);
(e) pressure waves caused by aircraft or other aerial devices traveling at sonic or
supersonicspeeds;and
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(f) riot, commotionordisorder, unlesssolelyrestricted toemployeesoftheContractororits
personnel, servantsoragents.
57.3 Ifan EventofForce Majeureoccurs byreason ofwhich eitherParty is unable to perform anyof
its obligation under this Contract (or any part thereof). the Party shall inform the other Party
immediatelyoftheoccurrenceofthat EventofForceMajeurewith full particulars thereofand the
consequencesthereof.
57.4 IfeitherPartyconsidersthe EventofForce Majeuretobe ofsuch severityorto be continuing for
such period of time that it effectively frustrates the original intention of this Contract. then the
PartiesmayagreethatthisContractmaybeterminated uponmutual agreementoftheParties.
57.5 Ifthis Contract is terminated by an Event of Force Majeure pursuant to the above clause, all
rights and obligations of the Parties under this Contract shall forthwith terminate and neither
Partyshall haveanyclaim againstthe otherPartyand neitherPartyshall beliableto each other
saveforanyrightsand liabilitiesaccruing priortotheoccurrenceofthe EventofForceMajeure.
57.6 Neither Party shall be entitled to rely upon the provisions above if both Parties reasonably
determinethatan EventofForceMajeurehasnotoccurred.
57.7 Foravoidanceofdoubt. the Parties shallcontinueto perform thoseparts ofthoseobligations not
affected, delayed or interrupted by an Event of Force Majeure and such obligations shall,
pendingtheoutcomeofthisclausecontinuein full forceandeffect.
58.0 SITE AGENT AND ASSISTANTS
Unless otherwiseprovided elsewhere in this Contract, the Contractorshall keep constantlyon the Site a
competent, effiCient, suitabilityqualified, experienced and good charactersite agentand his assistants in
each trade as maybe necessarywhomustbe capable ofreceiving instructions in Bahasa Malaysia, and
in defaultitshall betheresponsibilityoftheContractortoprovidereplacementforthemandallwagesand
other expenses in connection with the employment ofsuch replacement site agent and assistants. Any
directions,explanationsorinstructionsgiventosuchsiteagentbythe S.O. shallbedeemedtohavebeen
givento theContractorunderthisContract.
59.0 NOMINATED SUB-CONTRACTORS AND/OR NOMINATED SUPPLIERS
59.1 The S.O. shall obtain tenders for Nominated Sub-Contractor's or Nominated Supplier's work or
services, or for the supply of materials or goods in respect of which Prime Cost Sums or
Provisional Sums are included in the Bills ofQuantities, and the Contractorshall, on the written
instruction of the S.O., enter into such sub-contracts with the Nominated Sub-Contractor or
Nominated Supplieras the case maybe and such sub-contracts shall be in the form as referred
toinclause59.2(b).
59.2 TheS.O. shallnotnominateasasub-contractororasupplierinconnectionwiththeWorks:
(a) aperson againstwhom theContractorshall makein writing within twentyone (21)days
from thedateoftheS.O.'s instruction underclause59.1 hereofwhattheS.O. considers
tobereasonableobjection;
(b) aperson who will notenterintoasub-contractwith terms and conditions as provided in
the Government standard form of sub-contract for Nominated Sub-contractor (Form
PWD203N)orforNominatedSupplier(Form PWD203P),asthecasemaybe; or
(c) aperson who will notgivetothe Governmentsuch indemnitywith terms and conditions
as provided in theGovernmentstandard form ofLetterofIndemnityforNominated Sub-
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contractors (Form PWD203N7)orfor Nominated Suppliers (Form PWD203P7), as the
casemaybe.
59.3 If pursuant to clause 59.2, the Contractor is not required to enter into a sub-contract with a
Nominated Sub-contractororNominated Supplier, as thecasemaybe, the S.O. shall dooneor
moreofthefollowing:
(a) nominate an alternative sub-contractor or supplier, as the case may be, in which case
clause59.2 hereofshallapply;
(b) byorderunderclause24varytheWorksortheworkorservices, materialsorgoods,the
subjectofthe PrimeCostSumsor ProvisionalSum as aforesaid, including ifnecessary
the omission of any such work or services, materials or goods so that they may be
provided by workmen, contractors or suppliers, as the case maybe, employed by the
GovernmenteithercoQcurrentlywiththeWorks oratsomeotherdatein which casethe
Contractorshall notbeentitledtoclaimforanylossestherefrom;or
(c) in accordance with clause 34.4 arrange for the Contractor to execute such work or
services,ortosupplysuchmaterialsorgoods.
60.0 PAYMENTTONOMINATEDSUB-CONTRACTORORSUPPLIER
60.1 TheS.O. in issuing Interim Certificates underclause 28orthe Final Certificate underclause 31
hereofshall stateseparatelytheamountofinterim orfinal paymentduetoeach NominatedSub-
Contractors or Suppliers which amount subject to clause 60.2 hereof, shall be paid by the
Government direct to the Nominated Sub-contractors or Suppliers. The amount paid by the
Government direct to the Nominated Sub-contractors or Suppliers shall be deemed to be a
paymenttotheContractorbytheGovernmentunderandbyvirtueofthisContract.
60.2 Subjectto the relevantprovisions in the sub-contract (Form PWD203N orForm PWD 203P as
thecasemaybe). theContractorshall beentitledtobepaid andtheGovernmentmaypaytothe
ContractoroutofanymoneyotherwiseduetoaNominatedSub-contractorsorSuppliers:
(a) any amount which the orthe S.O. on its betlalf in of,any rights
under this Contract has deducted from any money due to the Contractor and such
deduction is in respect9fsomeact,ordefaultsolelyoftheNominated Sub-contractorsor
Suppliers,hisservantsoragents;
(b) any amount agreed by the Nominated Sub-Contractor or Suppliers as due to the
Contractor, oranyamountawarded in arbitration orlitigation in favourofthe Contractor
whicharisesoutoforunderthesub-contract;and
(c) the amountofanyclaim for loss and/orexpense actually incurred bythe Contractorby
reason of any breach or failure to observe the provisions of the sub-contract by the
NominatedSub-contractorsorSuppliersunderthesub-contract.
60.3 Any amount paid to the Contractor in accordance with this clause shall be deemed to be a
paymenttotheNominatedand/orSub-ContractorsorSuppliersunderthesub-contract.
61.0 NO LIABILITY OF GOVERNMENT TO NOMINATED AND/OR SUB-CONTRACTOR OR
SUPPLIER
Nothing in clauses 59 or60 oranything else contained in this Contract shall render the Government in
anywayliabletoanyNominatedand/orSub-ContractororSupplier.
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62.0 RESPONSIBILITIES OF CONTRACTORTO NOMINATED ANDIOR SUB-CONTRACTORS
ORSUPPLIERS
62.1 The Contractor shall be fully responsible to ensure that the Nominated Sub-Contractor or
Suppliers shall conform with the terms and conditions of this Contract and shall be fully
responsiblefortheacts,defaultsorbreachofanytermsand/orconditionsofthisContractbythe
NominatedSub-ContractorsorSuppliersontheirpartin thesamewayasforhisown orthoseof
other sub-contractors or suppliers engaged by himself. The Government shall in no
circumstances be liable to the Contractor for the default ofany Nominated Sub-Contractors or
Suppliers.
62.2 In theeventofrepudiationorabandonmentofhis sub-contractbyanyNominated Sub-contractor
or Supplier, or the determination by the Contractor ofthe employment ofthe Nominated Sub-
contractororSupplierforanyreason whatsoeverunderthesub-contract, theContractorshall do
oneofthefollowing :
(a) with the consent of the S.O. (such consent not to be unreasonably withheld) employ
anothercompetentsub-contractororsuppliertocompletethesub-contract; or
(b) undertaketocompletethesub-contracthimself.
PROVIDED THAT in anyofsuch events the Contractoris entitled to be paid the samesum for
thework orservices to be executed, ormaterials orgoods to be supplied, as would have been
payable had the original Nominated Sub-contractor or Supplier completed the sub-contract
withoutanydefaultonitspart.
63.0 INTELLECTUALPROPERTYRIGHTS
63.1 The Copyright and all other proprietary rights whatsoever in the Works and other material
developed and supplied bythe Contractor pursuant to or under this Contract shall vest in and
shall be the sole property ofthe Governmentand the Contractorshall notduring oratanytime
after completion ofthe Works or after the expiry or termination of this Contract, in any way,
question or disputethe ownership ofthe Government. The proprietaryrights in the Works shall
vestintheGovernmentfreeandclearofallliens,claimsandencumbrancesontheWorks.
63.2 TheContractorshallberesponsibleforanyclaim thattheequipmentsupplied infringesapatent,
copyrightorregistereddesign.
63.3 Ifthe Government's use or possession ofthe equipment is likelyto constitute an infringement,
then theContractorshall promptlyand atitsown expensesprocureforthe Governmenttheright
to continue using and possessing the equipment; or modify orreplace the equipment so as to
avoid the infringement(in which eventthe Contractorshall compensatetheGovernmentforthe
amount of any direct loss or damage sustained or incurred by the Government during such
modificationorreplacement).
63.4 The Contractor shall indemnify the Government against any claim for the infringement ofany
letters patent, copyright or registered designs by the use of any equipment or of information
supplied under this Contract and against all costs and damages which the Government may
incurin anyaction forwhich such infringementsorforwhichthe Governmentmaybecomeliable
inanysuchaction.
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64.0 ANTIQUITIES
64.1 All fossils, coins, antiquitiesandotherobjectsofinterestorvaluewhich maybefoundon theSite
or in excavating the same during the progress ofthe Works shall become absolute propertyof
theGovernmentand upon discoveryofsuchan objecttheContractorshallforthwith-
(a) notto disturbthe object and shall ceasework ifand in sofaras the continuance ofthe
workwouldendangertheobjectorpreventorimpedeitsexcavationoritsremoval;
(b) take all steps which maybe necessaryto preservetheobject in theexact position and
condition in which itwasfound; and
(c) informtheS.O.ofthediscoveryandpreciselocationoftheobject.
64.2 TheS.O. shall issue instructions in regard to what is to be doneconcerning the objectreported
bythe Contractor underclause 64.1 and (without prejudice to the generalityofhis power) such
instructions may require the Contractorto permitthe examination, excavation orremoval ofthe
objectbyathird party.Anysuchthirdpartyshallforthepurposeofclause15bedeemedto be a
personforwhomtheGovernmentisresponsibleandnotto beasub-contractor.
64.3 Ifcompliancewith the provisions ofclause 64.1 orwith an instruction issued underclause 64.2
has involved theContractorin directloss and/orexpenseforwhich he would notbe reimbursed
by a payment made under any other provisions ofthis Contract then the amount ofsuch loss
and/orexpenseshallbeaddedtotheContractSum.
65.0 ARBITRATION
65.1 Ifanydispute ordifferenceshall arise between the Governmentand the Contractorout ofor in
connection with the contract, then parties shall refer such matter, dispute or difference to the
officernamedin Appendixforadecision.
65.2 The officer named in Appendix's decision shall be in writing and shall subject to clause 65.4
hereof, be binding on the Parties until the completion ofthe Worksand shall forthwith be given
effecttobytheContractorwhoshallproceedwiththeWorkswith all duediligencewhetherornot
noticeofdissatisfactionisgivenbyhim.
65.3 IftheParties-
(a) fails to receive a decision from the officer named in the Appendix within forty-five (45)
daysafterbeingrequestedtodoso; or
(b) isdissatisfiedwithanydecisionoftheofficernamedintheAppendix,
then such dispute or difference shall be referred to arbitration within forty-five (45)days to an
arbitratorto be agreed between the Parties and failing such agreement, to be appointed by the
Directorofthe Regional Centreforarbitration in Kuala Lumpuron theapplication ofeitherParty
hereto. Such arbitration shall be heardatthe Kuala LumpurRegional CentreforArbitration and
shall be conducted in accordance with the rules for arbitration of the Kuala Lumpur Regional
CentreforArbitrationusingthefacilitiesandthesystem availableattheCentre.
65.4 Such reference, except on any difference or dispute under clause 52 hereof shall not be
commenced until after the completion oralleged completion ofthe Works ordetermination or
alleged determination ofthe Contractor's employment under this Contract, or abandonment of
theWorks,unlesswiththewrittenconsentoftheGovernmentandtheContractor.
42
65.5 In theeventthatsuch consenthas been obtained in accordancewith clause65.4, the reference
ofany matter, disputeordifferenceto arbitration pursuantto this clause and/orthe continuance
ofany arbitration proceedings consequent thereto shall in no way operate as a waiver ofthe
obligationsofthepartiestoperformtheirrespectiveobligationsunderthisContract.
65.6 In any arbitration proceedings conducted pursuant to clause 65.3, the Parties may make any
counterclaim in relationtoanydisputeordifferenceariSingfromtheContract.
65.7 Upon everyoranysuch reference thecosts ofsuch incidental to the reference and award shall
be in thediscretion oftheArbitratorwhomaydeterminetheamountthereof, ordirecttheamount
to be taxed as between solicitor and client or as between party and party, and shall direct by
whom andtowhomand in whatmannerthesamebeborne, awardandpaid.
65.8 TheawardoftheArbitratorshallbefinal andbindingon theParties.
65.9 In the event of the death of the arbitrator or his unwillingness or inability to act, then the
Government and the Contractor upon agreement shall appoint another person to act as the
arbitrator, and in the eventthe Governmentand the Contractorfail to agreeon the apPOintment
of an arbitrator, an arbitrator shall be appointed by the Director of the Regional Centre for
Arbitration in KualaLumpur.
65.10 In this clause, "reference" shall be deemed to be reference to arbitration within the meaning of
theArbitrationAct2005.
65.11 Thearbitration shallbegovernedbytheArbitrationAct2005andthelawsofMalaysia.
66.0 NOTICE, ETC.
66.1 Any notice, approval, consent, request or other communication required or permitted to be
givenormadeunderthis Contractshall be inwriting in BahasaMalaysiaorEnglishlanguage.
66.2 Suchnoticeshallbeeffectedby:
(i) handdeliveryorcourierandan acknowledgementofreceiptobtained;
(ii) leavingthenoticeattheregistered officeorsiteofficeoftheContractorin whichcase
itshall bedeemedtohavebeen dulydelivered;or
(iii) registered post in which case it shall be deemed to have been received seven (7)
daysafterthedateofposting.
66.3 TheaddressoftheGovernmentandtheContractoris as shown beloworsuchotheraddress
as eitherpartymayhavenotifiedthesender:
totheGovernment:
Address:
totheContractor:
Address:
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66.4 Itshall be thedutyofthepartiestonotifytheotherifthere is achangeofaddressorentityby
givingawritten noticewithin fourteen (14)days. In theeventoftheContractorfailing tonotify
the S.O. of such an address or any change in his address, such written notices and
instructionsshall be deemed to havebeen served upon theContractoriftheyaresentin the
mannerstatedabovetotheaddressstated inthisContractortotheContractor'ssiteoffice.
67.0 AMENDMENT
No modification, amendmentorwaiver ofanyofthe provisions ofthis Contract shall be effective unless
madebymutualconsentand madein writing bywayofsupplementaryagreementspecificallyreferringto
this Contractand dulysigned by the Parties. The provisions in respectofsuch amendment, variation or
modification thereof shall be supplemental to and be read as integral part ofthis Contract which shall
remain in full forceandeffectasbetween both Parties.
68.0 CONFIDENTIALITY
68.1 This Contract and all such drawings, records, data, books, reports and all matters pertaining
hereto shall be considered as confidential matter and shall not be disclosed to any third party
withoutpriorwrittenmutualagreement,saveandexceptwhere-
(a) disclosure of such information is necessary for the purposes of raising finance to
undertaketheobligationsoftheContractorunderthisContract;
(b) disclosure of such information is made to the Contractor's consultants, auditors or
advisers;
(c) disclosureofsuch informationis required bylaworbyanygovernmentagencyorforthe
performanceofanyobligationsunderthisContract;or
(d) the informationhasenteredpublicdomain.
68.2 Where information has been disclosed to third parties pursuant to clause 68.1, the Contractor
undertakes to ensure that such third parties shall notdisclose the information to anyotherthird
party.
68.3 The restrictions contained in this clause shall survive the termination.ofthis Contractand shall
continuetobind both Partieswithoutlimitin pointoftime.
69.0 STAMP DUTY
The Contractorshall solelybearthe stamp duties, legal costs and fees in the preparation and execution
ofthisContractandanythingincidentalthereto.
70.0 SEVERABILITY
Ifany provision ofthis Contract is held to be illegal oris invalid underany laws orregulations effective
and applicable during the term ofthis Contractsuch provision shall be fullyseverable and this Contract
shall be construed as ifsuch illegal orinvalid provision had nevercomprised as partofthis Contractand
the remaining provisions ofthis Contractshall remain in full force and effectand shall notbe affected by
the illegalorinvalidprovisionorbyits severancefromthisContract.
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71.0 WAIVER
Failure byany Party to enforce at any time, anyprovision ofthis Contract shall not be construed as a
waiverofits right to enforce the breach ofsuch provision oranyotherprovision in this Contract oras a
waiver ofany continuing, succeeding or subsequent breach of any provision or other provision ofthis
Contract.
72.0 LAWSAPPLICABLE
This Contract shall be governed by and construed in accordance with the laws of Malaysia and the
Partiesirrevocablysubmittothe exclusivejurisdictionofthecourtsofMalaysia.
73.0 SUCCESSORSBOUND
This Contractshall be bindingupontherespectivesuccessors-in-titleoftheParties.
74.0 EPIDEMICSANDMEDICALATrENDANCE
74.1 The Contractor shall maintain the Site in clean and sanitarycondition and shall comply with all
requirementsoftheGovernmentHealth and SanitaryAuthorities. In theeventofanyoutbreakof
illness ofan epidemic nature. the Contractor shall comply with and carry out such regulations.
orders and requirements as may be made by the Government or the local medical or health
authoritiesforthepurposeofdealingwith andovercomingthesame.
74.2 TheContractorshallensurethatsufficientfirstaid kitsaremadeavailableatsuitablelocationson
theSite.
75.0 TECHNOLOGYTRANSFER
If the Contractor appOints foreign professionals, the Contractor shall endeavour to ensure that the
employees ofthe Governmentaretrained or exposed to the expertise ofsuch foreign professionals
pursuanttoaprogrammefortechnologytransfer.
76.0 GENERALDUTIESANDPERFORMANCESTANDARD
76.1 IndustryPractice
TheContractorshall provideandperform theWorksin apropermannerin accordancewithgood
managementand bestindustrypractice and to the bestadvantage ofthe Governmentand shall
comply with all law, statutes and any guidelines or direction issued by the Government to the
contractorfromtimetotime.
76.2 Competency
The Contractor shall provide and perform its obligations under this Contract and take all
appropriate measures expected of a competent company using due care and skills of a
professional person providing similarservice orworks to ensure thatthe Works comply with the
termsandconditionsofthisContract.
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76.3 Government'sInterest
TheContractorshall atall timesperformtheWorksin such manneraswill alwayssafeguardand
protectthe Government's interest and take all necessaryand protect the Government' interest
take all necessary and propersteps to prevent abuse and in accordance with the provisions of
thisContract.
77.0 RESTRICTION ANDPROCEDUREON USEOFIMPORTEDMATERIALSANDGOODS
77.1 TheContractorshall use localgoods/materialsaslisted in the 'Senarai Bahan/Barangan Buatan
Tempatan' issued byIKRAM QAServices Sdn. Bhd. and/or issued bySIRIM QAServices Sdn.
Bhd., whichever is relevant. If the Contractor fails to comply with this requirement, the
Government may reject the goods/materials which are found to be not in compliance with this
requirement.
77.2 For local goods/materials not listed as aforesaid, such goods/materials maybe allowed ifprior
testing and certification from IKRAM QAServices Sdn. Bhd. orSIRIM QA Services Sdn. Bhd.,
whichever is relevant, has been obtained. Where such testing cannot becarried out byIKRAM
QA Services Sdn. Bhd. orSIRIM QA Services Sdn. Bhd. the Contractor may, with the S.O.'s
priorapproval,havethetestingtobedonebyanotheragency.
77.3 Under no circumstances shall the Contractor be permitted to incorporate or supply imported
materials, plant, equipment, vehicles orothergoods intotheWorksorforming partofthe scope
ofthe Works exceptthoseapproved bythe Government, priorto the execution ofthe Contract.
TheContractorshall athis own costentirelysubstituteanymaterials, plant, equipment, vehicles
orothergoodsproposedtobeimportedbutnotapproved bytheGovernment,with suitablelocal
materials, plant, equipment, vehicles or other goods, including making any necessary
subsequential changes or adjustment to the design of the Works to accommodate such
substitution,all totheconcurrenceoftheS.O..
77.4 The Contractor shall ensure that the procurement of approved imported materials, plant,
equipment, vehicles or other goods are obtained directly from the country oforigin based on
F.O.B. orothersimilarbasis.Thetransportation and insuranceofsuch imported materials, plant,
equipment,vehiclesorothergoodsfrom thecountryoforigintotheSiteshallbearrangedbythe
.ContractorthroughtheGovernment'sMultiModalTransportOperators(hereinafterreferredtoas
MTO)aslistedin Appendix.TheContractorshall allowin histenderall costsandtimerequired in
complying with the requirements of this Clause including the cost required for the services
providedbytheMTO.
77.5 The Contractor shall submit documentary evidence ofcompliance with this clause to the S.O.
within one (1) month from the date of each delivery to the Site of such materials, plant,
equipment,vehiclesorothergoods.
78.0 TIME
TimewhenevermentionedshallbeoftheessenceofthisAgreement.
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and year
first above written.
SIGNED for and on behalf of )
)
THE GOVERNMENT OF MALAYSIA )
)
in the presence of:
)
The Common Seal of
)
)
(Co. No.: ) )
was hereunto affixed )
in the presence of: )
Director Director/Secretary
Name: Name:
NRIC No.: NRIC No.:
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APPENDIXTOTHECONDITIONSOFCONTRACT
Clause
4.1(a)
4.1(b)
Officer( s)empoweredtotake
actiononbehalfofthe
Governmentinrespectof:
Clauses43 .....................
Clauses50,51,52,53,57and65................. .
Officer(s)empoweredto approvevariationsaccordingtothelimitsassetoutin
Treasury'sInstructionsNo.202asamended.
FinancialLimits Officer
13 PerformanceBond
Amountof Guarantee... ...........................:R.M...............................
GuarantorBank/InsuranceCompany/
FinanceCompany............................... ..
GuaranteeNo................................... .
15 Minimuminsurancecoverforanyoneaccidentor
seriesof accidentsarisingoutof oneevent... '" ... :R.M...........................
PolicyNo.........................
Periodof insurance............................
15.1 (b) Amountof excess... ... ... ... ... ... ... ... ... ... ... :R.M........................
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APPENDIX TO THE CONDITIONS OF CONTRACT - (Cont'd)
Clause
17 SOCSOSchemeregistrationnumber ............. .
18.1(a) Amounttobeaddedto fullvalue
of ContractSumas theinsuredsum RM............................ .
TotalAmountInsured... ... ............... ....... RM..............................
PolicyNo.......................... ..
Periodof insurance........................... .
18.1(b) Amountof excess ... ... ... ... ...... ........ ... ... RM................................
21.2 Dateof Tender..........'" .........'"........ .
28.1 Valueofworktobeexecutedincluding
materialsandgoodstobedeliveredbefore
FirstInterimCertificatewillbeissued... . ...........RM...............................
28.2 Valueofworktobeexecutedincluding
materialsandgoodstobedeliveredbeforeeach
subsequentInterimCertificatewillbeissued.........RM............................ .
28.6 Periodforhonouringpaymentcertificate '
(if nonestated,thenwithinthirty(30)days
oftheissueoftheCertificate).............'....... , '" ."
34.4 WorkcoveredbyP.C. SumsforwhichtheContractor
willbepermittedtotender ...... .................
38.2 'DateforPossession'oftheSite................. .
39 'DateforCompletion'forwholeof theWorks.....
40 LiquidatedandAscertainedDamages
attherateof... .......................... . RM..................per..... ..
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APPENDIX TO THE CONDITIONS OF CONTRACT - (Cont'd)
Clause
Identificationof Datefor Datefor Liquidated&
Sectionsorparts Possession Completion AscertainedDamages
[Clause38.3]
48.1 DefectsLiabilityPeriod(if nonestated,
thentheperiodistwelve(12)months) ..........."...... .
5.3,5.4, Percentageof on-costcharges............'" .............. 5%
15.3, 17.3,
18.2,
48.2 Percentageof on-costcharges '" '" ........".............. 10%
55.2
50