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PAM FORM OF CONTRACT 2006 : SUMMARY NOTES

Clause Salient Points

1.0 Contractor's Obligations

1.1 Completion of Works in accordance with Contract Doc

- to carry out and complete the Works in accordance to Contract

1.2 Temporary Works and Construction Method

- fully responsible for adequacy, stability and safety on construction works

- regardless of Arch approval, unless design by Arch

1.3 Contractor's design and responsibility

- when MC choose to submit alternative design; such works are fit for its purpose

- not meant for design and built of whole works

1.4 Discrepancy between documents

- MC give Arch written notice, Arch to instruct

- to plan the works prior to execution ; imposed obligation to plan thus reduce late request for
info to resolve discrepancies.

- Arch to respond in period not to delay works

2.0 Architect's Instruction

2.1 C to comply with AI

- to comply all AI Arch empowered by Contract

2.2 Format of AI

- to be expressly entitled AI

- other forms to be confirm by MC or followed by AI

2.3 Arch power to instruct

- MC may request Arch to specify which prov under Contract he instruct

- if MC comply without dispute, deemed given under provision

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2.4 Failure to comply

- may impossible to comply in 7 days, may no need to comply in 7 days

- up to MC when to comply as long b4 completion date

- if Arch choose to specify time, shall not less than 7 days

3.0 Contract Documents, Programme and As-Built Drawings

3.1 Contract Documents : (in priority order of interpretation)

a. Letter of Award

b. Articles of Agreement

c. Conditions of Contract

d. Contract Drawings

e. Contract Bills

f. other docs incorporated in Contract Doc

3.2 - ori in custody of Arch or Engr

3.3 to provide contractor : 1x signed ori of Contract Doc

2 x Contract Dwgs

2 x unpriced BQ

3.4 Further Dwgs or Details


- to provide time to time when necessary. MC to gv adequate notice and Arch to issue in
reasonable time.

3.5 Work Programme

- MC to provide 6 copies within 21 days upon LA for his information

- to show order of Works

- Arch may instruct MC to revise

3.6 Work Prog not part of Contract Doc

- not any part of Contract whether incorporated or not.

3.7 Arch acceptance of work programme


- acceptance by Arch not relieved MC from obligation. Arch may use for monitoring, EOT
assessment.

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3.8 Availability of documents

- to keep a copy of Contract dgws and unpriced Contract Bills

- no requirement to return

3.9 Limitation of use

- Contract Doc in 3.1, only for this contract

- rate can't be disclosed by all

3.10 As-built Drawings

- to supply 4 set of as-built and operation and maintenance manual


- 'as-built dwgs' as define by article 7(e). Others if required to spell in Contract Doc eg; piling
location, earthwork levels, verticality chk etc

- time : as specified date, if not before CPC - no CPC without as-built.

4.0 Statutory obligations, notices, fees and charges

4.1 Statutory Requirement


- to comply and submit notices required by any applicable law in respect of Works and temp
works.

4.2 Inconsistencies with statutory requirement

- IF C found inconsistencies, to give Arch written notice before commence

4.3 Conforming to Statutory obligation

- if within 7 days not received AI, may proceed and deem VO.

4.4 Fees, Levies or Charges

- shall pay and indemnify E any fees, levies or charges or penalties

- if MC failed, E may set-off

5.0 Levels and Setting Out of the Works

5.1 Setting out

- Arch to determine all levels and provide drawings / info.

- MC to rectify any error at own cost

- Arch may accept error, with consent of Employer, subject to deduction

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6.0 Materials, goods and workmanship to conform to description, testing and inspection.

6.1 Standard of Works, Materials, Workmanship and Goods.

- shall be as per and standard described in the Contract Doc.

6.2 Production of Vouchers

- upon request by Arch to produce evidence to prove compliance to 6.1

6.3 Inspection and Testing

- to provide sample as requested by Arch


- Arch may :- instruct to open up for inspection / arrange to carry out test / or required due to
prior failure of breach of contract

- cost to be added to Contract Sum unless:

i) provided in the Bills

ii) test show not in accordance with contract.

iii) in opinion of Arch required due to prior failure

- Arch power up to date of completion only.

- if no discomformity, MC may apply EOT under 23.8(l) or L&E under 24.3(f)

6.4 Contractor's obligation not relieved

- after providing all doc and testing, MC obligation still not relieved.

6.5 Works, Materials, Workmanship and Goods not in accordance with Contract

- Arch shall instruct to :

i) demolish and reconstruct

ii) remove from or not to bring to site

iii) rectify as instructed by Arch

iv) MC may counter proposed subject to Arch approval @ no add cost

v) may accept, with Employer's consent.

6.6 No compensation in time and cost

- compliance to 6.5 not entitle to EOT or L&E

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6.7 Failure of Contractor to Comply to AI

- Employer may employ and pay other to carry out

- recoverable from MC

- Employer reserved right to determine under 25.1(d)

6.8 Warranties in respect of materials and goods

- if required under contract, MC to procure and submit

- doesn't relieve MC of any liabilities

7.0 Royalties and patent rights.

7.1 Indemnity to Employer

- deemed to hv been included in Contract Sum

- shall indemnify the employer

7.2 Contractor's Liability to Pay


- where in complying to AI, MC inform Arch of infringement in writing, then Arch insist in writing -
MC shall not be liable for it.

- any royalties, damages etc shall be added to contract sum.

- if not inform Arch, MC shall be liable at his cost

7.3 Government Royalties

- except provided in the Contract, MC shall pay all.

8.0 Site Agent

8.1 Site Agents

- to appoint competent person / deemed as MC authorised site rep.


- as necessary to execute the Works efficiently and satisfactorily. (if Arch not satisfy, may instruct
additional w/out cost)

8.2 Instruction to Site Agent

- capable of receiving instruction in English and BM

- deemed to be authorised by MC to receive instruction

- instruction given to site agent deemed given to MC

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8.3 Exclusion of Persons Employed on the Works
- Arch may, but not unreasonably and vexatiously, instruct dismissal of Site Agent or any MC site
staff

- upon instruction to immediately remove and replace in time and not re-employed

- not EOT or L&E entitled

9.0 Access to the Works

9.1 Access to the Works

- at all time to hv reasonable access to the Works and other ..

- MC to ensure all sub-cons contain similar provisions

10.0 Site Staff

10.1 Duty of Site Staff

- Employer may appoint such number of site staff.

- act as inspector under the Arch

- MC to provide reasonable facilities.

10.2 Directions given by Site Staff

- no effect unless :

'- given in writing

'- confirm by Arch

11.0 Variation, provisional and prime cost sums

11.1 Definitions of "Variations":

means alteration or modification of design, quality or quantity including :

a) addition, omission or substitution

b) alteration of the kind or standard of materials

c) removal of executed works or materials brought to site

d) change in express obligation or restriction imposed by Employer

i) limitation of working hours

ii) working space

iii) access or utilisation of specific part of site

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iv) execution or completion of works in any specific order

but exclude instruction intended to cure default by C.

11.2 No Variation required by Arch shall vitiate Contract

- pending valuation, C shall carry out the works.

11.3 Issue of Variation after Practical Completion

- before CPC, anytime : after CPC only for compliance to authority req.

11.4 AI on PC Sums and Provisional Sums

Arch shall issue instruction :

i) expenditure of PC and prov sums

ii) PC sums arise from expenditure of prov sums

11.5 Valuation of Variations and Prov Sums

- upon execution of works; shall be measured and valued by QS.

- C shall provide assistance for valuation

- C may present at the valuation time.

11.6 Valuation Rules


a) similar character / similar conditions / no significant change in quantity - use rate and price in
Contract Doc
b) similar character / different condition / significant change in quantity - rate in Bills as basis +
allowance for the difference

c) not of similar character - fair market price

d) cannot properly measured and valued ;

- day works rates

- actual cost + 15%.


- vouchers of time spent, signed by Site Agent, verified by Site Staff then submitted to Arch
and QS on weekly basis and final record 14 days after works completed.
e) omitted items - as price in the Bills, unless it substantially vary the conditions shall be valued
under 11.6(a or b or c)

f) Provisional Quantity to be re-measured based on actual quantities.

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11.7 Additional Expenses caused by Variation

- if additional expenses cause by Variation, C may claim provided :

a) giving written notice to Arch of intention to claim with estimate

- MUST be given within 28 days from relevant AI

b) within 28 days of completion submit to Arch n QS complete particulars with calculation

11.8 Access to Contractor's book and documents

- C shall keep current record to support claim

- to submit all to Arch and QS if required

- Arch n QS shall hv access to all C's doc

- shall provide FOC if required.

11.9 Variations and additional expenses added to Contract Sum

- shall be included in Interim Cert and by adjustment of Contract Sum

12.0 Contract Bills

12.1 Measurement of Building Works

-quality and quantity Contract Sum shall be deemed to be what in Contract Bills.

12.2 Correction of Error or Omissions

- the contract is Lump Sum contract.

errors didn't vitiate Contract but shall be decided by Architect.

13.0 Contract Sum

13.1 Contract Sum not be Adjusted or Altered

- not to be adjusted or altered

- otherwise than in accordance to the express provisions


- any arithmetic or computation error in price and rates shall be corrected and rationalised w/out
change to Contract Sum

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14.0 Materials & Goods unfixed or off-site

14.1 Materials and Good not to be removed


- materials and goods intended for incorporation into permanent works shall not be removed until
completion of the Works unless with Arch written consent

- exclude materials for temp works eg: form works etc

- after completion, consent not required

14.2 Materials and goods included in the certificates


- where the value of such good hv been paid in Interim Cert, they become property of the
Employer

14.3 Responsibility for materials and goods

- C shall be responsible including materials supplied by NSC or NS

14.4 Warranty of title of goods and materials

- upon inclusion of value in Interim Cert, C deemed to hv warranted he has full title.

- if found false warranty, loss suffered by E shall be made good by C or shall be set-off under 30.4
- new clause introduced to tackle issue of C may not have adequate title to pass ownership to
E.

15.0 Practical Completion and Defect Liability Period

15.1 Practical Completion and Defects Liability

Works are Practically Completed


a) E can have full use of the Works for their intended purpose
- there may be minor works and defects still to be done

- written undertaking to complete and make good within specific time given to Arch AND

b) other pre-requisite requirements stated in Contract Doc complied with.

15.2 Cert of Practical Completion


When the whole Works Practically Completed, C to give notice to Arch which within 14 days, shall
do either :

a) if Arch not agreed - gv written notice to C stating reasons and cc to NSC OR

b) if Arch agreed - issue CPC to C with cc to E and NSC

- date of Practical Completion shall be :

i) if there are minor works and defects; date of receipt of C written undertaking

ii) if no more works; date of C written notice

- C to return Site Possession to E.

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15.3 Contractor's failure to comply with undertaking

- E may :

i) grant C additional time

ii) employ n pay other Person to complete the works. Shall be set-off by E.

iii) accept the works as such subject to appropriate set-off.

15.4 Schedule of Defects


Any defect appear within DLP, Arch shall specify in a schedule of defect and deliver to C not later
than 14 days from expiry of DLP.

- C to make good within 28 days at own cost.

- if C failed, E may employ and pay other Person and cost incurred to be set-off

- Arch with consent from E may accept defect with appropriate deduction.

15.5 Instruction to Make Good Defects

- Arch may issue instruction during DLP for making good critical defects within reasonable time
- if C failed to make good, E may employ and pay other Person to rectify and cost incurred to be
set-off.

15.6 Cert. of Making Good Defects (CoMGD)

- Upon completion of making good all Defects, C to give notice to Arch.

- Arch within 14 days shall either :

a) if agreed no more defects, issue CoMGD. Date of CoMGD to be date of C's notice.

b) if not, give written notice to C stating reasons and cc to NSC.

16.0 Partial possession by employer

16.1 Possession of Occupied Part with Consent


If before Practical Completion of the Works, E with the consent of the C take possession of any
part (referred as Occupied Part), the following shall apply.
a) within 14 days E take possession, issue Cert of Partial Completion with estimate of total value
of Occupied Part.

b) - Practical Completion deemed occurred / DLP commenced

e) after all defects make good, issue CoMGD for the Occupied Part.

c) LAD reduced by the ratio of the relevant part.

d) within 14 days after issuance of Cert. of Partial Comp. , issue a cert to release one moiety.

- amount of Limit of Retention Fund to be reduce

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f) upon issuance of CoMGD, within 14 days to release the other moeity.

16.2 Possession of Occupied Part without Consent:

E may enter and occupy w/out consent provided :

a) completion have been delayed and CNC have been issued

b) such entry will not cause any unreasonable disturbance.

16.3 Contractor to remove equipment

- upon Arch written instruction to remove his site facilities.

17.0 Assignment and Sub-Contracting

17.1 Assignment by Employer


- other than his financial institution, E shall not without consent of C, assign his rights, interest
and benefits to other parties.

17.2 Assignment by Contractor


- other than assigning any payment to his financial institution, C shall not without consent of E,
assign his rights, interests and benefits to other parties.

17.3 No sub-contracting

- except provided under the Contract, C shall not wholly or substantially sub-contract his Works.

- sub-contract labour only doesn't constitute sub-contracting

18.0 Injury to persons or Loss And/or Damage of Property and Indemnity to Employer

18.1 Contractor's Indemnity against injury or death

C shall liable and shall indemnify E against any claim for injury or death of any persons

- in the course of or caused by carrying out the Works

- due to his acts or any Person for whom he is responsible

18.2 Contractor's indemnity against loss and/or damage


C shall liable and shall indemnify E against any claim for loss and/or damage to any property or
person

- due to execution of the Works

- due to his acts or any Person for whom he is responsible

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18.3 Contractor's indemnity against claim by workmen
C shall liable and shall indemnify E against any claim or compensation for any damages etc by
any and every workman

18.4 Indemnities not to be defeated


Indemnities given by C shall not be defeated or reduced by reason of any acts or negligence of E
or his agents failing to supervise the C

19.0 Insurance against injury to persons and loss and/or damage of property

19.1 C to insure against injury to Person and loss and/or damages of property

- as a condition precedent to commencement of any works

- take and maintain insurance in the joint names of E, C, sub-cons and all interested parties

- in respect of personal injury or death

- injury or loss and/or damage of property or personnel

- in the course of carrying out the Works

- whether or not is caused by acts or negligence of the C, E, sub-cons and interested parties.

The policy shall cover third party liability for personal injury or death and damage to property.

The policy shall include :

a) a 'cross liability' endorsement


b) an endorsement ot the effect that the consultants and their agents, are deemed to be third
parties.

c) an endorsement for waiver of all expressed and implied right of subrogation or recoveries

d) endorsement for automatic extension of the policy up to the issuance of CoMGD

19.2 Employee's social security scheme for local workmen

- to ensure compliance to SOCSO requirement to register local workmen

- to ensure NSC did the same

- to ensure payment

19.3 Insurance for local workmen not subject to SOCSO


- prior to commencement of works take and maintain similar insurance to those nor subject to
SOCSO (Workmen Compensation)

- ensure NSC did the same

- shall valid up to CPC + DLP + 3 months

- if work delay, to extend accordingly

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19.4 Workmen Compensation Insurance for Foreign Workers

- prior to commencement of works take and maintain similar insurance to all foreign workers

- ensure NSC did the same

- shall valid up to CPC + DLP + 3 months

- if work delay, to extend accordingly

19.5 Placing of insurance with licensed insurance company

- shall be placed with licensed ins comp.

- submit policy and receipt of payment to E with cc to Arch n consultants.

20.A Insurance of New Buildings/Works - by the Contractor

20.A.1 - Contractor's All Risk - new buildings / works

i - C liability to indemnify E under Cl 18.0 remain

ii - as a condition precedent to commencement of any works

iii - take and maintain insurance in the joint names of E, C, sub-cons and all interested parties

iv - amount : Contract Sum + Prof fee + removal debris

v - coverage : more than 98

vi - exclusion : C's plants, tools and equipment

vii - keep insured regardless Sect or Partial Completion

viii - period: valid up to CPC + DLP + 3 months

20.A.2 Additional Risk to be covered under the insurance

- additional coverage than 20.A.1 shall be specified in Bills

- if C want to hv even additional coverage, at his own cost.

20.A.3 Placing of insurance with licensed insurance company

- shall be placed with licensed ins comp.

- submit policy and receipt of payment to E with cc to Arch n consultants.

- if C default, E may purchase and set-off

20.A.4 Application of insurance claim proceeds

- upon occurrence of lost before completion of works

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- regardless status of insurance claim,

- C to proceed with restoration and proceed carrying out works.

- Insurance money, if and when received, shall be paid first to the E.

- E retain amount for consultant's fee

- pay balance to C and NSC in installment by Arch certs.

- C not entitled additional payment other than received from Insurance comp.

20.B Insurance of New Building/Works - by Employer

20.B.1 Insurance by Employer

- C liability to indemnify E under Cl 18.0 remain

- as a condition precedent to commencement of any works

- take and maintain insurance in the joint names of E, C, sub-cons and all interested parties

- amount : Contract Sum + Prof fee + removal debris

- coverage : more than 98

- exclusion : C's plants, tools and equipment

- full insured regardless Sectional or Practical Completion

- validity period: up to CPC + DLP + 3 months

20.B.2 Additional Risk required by Contractor

- additional coverage than 20.B.1 shall be specified in Bills

- if C want to hv even additional coverage, at his own cost.

20.B.3 Maintenance of Policy

E shall maintain policy and if request by C to produce for inspection

20.B.4 Failure of Employer to insure

If E failed to insure, C may take out and maintained the CAR insurance policy. C entitled to add to
the Contract Sum

20.B.5 Application of insurance claim proceeds

- upon occurrence of lost before completion of works

- regardless status of insurance claim,

- C to proceed with restoration and proceed carrying out works.

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- Insurance money, if and when received, shall be paid first to the E.

- E retain amount for consultant's fee

- pay balance to C and NSC in installment by Arch certs.

- C not entitled additional payment other than received from Insurance comp.

20.C Insurance of Existing Building or Extension - by the Employer.

20.C.1 Employer's Risk - existing building or extension

- C liability to indemnify E under Cl 18.0 remain

- as a condition precedent to commencement of any works

- take and maintain insurance in the joint names of E, C, sub-cons and all interested parties

- amount : Contract Sum + Value existing structure & contents + Prof fee + removal debris

- coverage : more than 98

- exclusion : C's plants, tools and equipment

- full insured regardless Sectional or Practical Completion

- validity period: up to CPC + DLP + 3 months

20.C.2 Additional Risk required by Contractor

- additional coverage than 20.B.1 shall be specified in Bills

- if C want to hv even additional coverage, at his own cost.

20.C.3 Maintenance of Policy

E shall maintain policy and if request by C to produce for inspection

20.C.4 Failure of Employer to insure

If E failed to insure, C may take out and maintained the CAR insurance policy. C entitled to add to
the Contract Sum

20.C.5 Application of insurance claim proceeds

- upon occurrence of lost before completion of works

- regardless status of insurance claim,

- C to proceed with restoration and proceed carrying out works.

- Insurance money, if and when received, shall be paid first to the E.

- E retain amount for consultant's fee

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- pay balance to C and NSC in installment by Arch certs.

- C not entitled additional payment other than received from Insurance comp.

21.0 Date of Commencement, Postponement and Completion Date

21.1 On the Date of Commencement shall gv site possession to C

- C to begin works regularly and diligently

- to complete on or before Date for Completion (subject to EOT)

If delay by E in giving site possession, Arch shall grant EOT, provided not exceed Period Of Delay.

21.2 Sectional Commencement Dates


If different sections of site is to be made available to C, this should be documented and make
known to C in Contract Bill.

21.3 Sectional Completion Dates

If this happen, Arch to issue Cert of Sectional Completion when works complete
CPC, DLP, EOT, LAD and release of Retention Fund shall apply as if each section was a separate
and distint contract.

21.4 Postponement of suspension of the Works


Arch may issue instruction for postponement or suspension of all or part of the Works but shall not
exceed Period of Delay.

- to ensure insurance coverage for whole period of postponement

22.0 Damages for non-completion

22.1 Liquidated Damages and Cert of Non-Completion

If contractor failed to complete

- by the Date of Completion or any extended Date

- Arch shall issue CNC.

- C shall pay E sum calculated as rate stated as LD

- from the Completion Date to the date of Practical Completion.

E may deduct the sum as a debt from any monies due to C or from Performance Bond.

E shall inform C in writing of the deduction or such debt due.

LD shall not shown in payment certs and not subject to set-off procedures.

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22.2 Agreed Liquidated Damages Amount

- genuine pre-estimate of loss and/or damages

- agreed the C will pay E the amount w/out E need to prove

- unless C prove otherwise

22.3 Cert of Non-Completion revoked by subsequent Cert of EOT

If Cert of EOT issued fixed the Completion Date later than previously issued CNC

- the earlier CNC automatically revoked.

E to revised LD he is entitled to retain.


If amount already retained exceed revised amount he is entitled, E to repay surplus within Period
of Honouring Cert from the date of the last Cert of EOT.

Arch may re-issue CNC if works still not completed by the extended date.

23.0 Extension of Time

23.1 Submission of Notice and Particulars for EOT

C may apply EOT provided that :

23.1(a) C gv written notice of his intention

- with initial estimate of EOT supported by particulars

- given within 28 days from AI, CAI or relevant event, whichever earlier

notice as precedent for EOT entitlement

23.1(b) within 28 days of the end of cause of delay

- submit his final claim for EOT with all particulars.

- if failed, deemed the RE not causing delay.

23.2 Delay by NSC

- where 23.1 notice refer to NSC, to make copy to NSC concerned.

23.3 Insufficient Info

- Arch to inform C within 28 days from receipt of C info

- and C have further 28 days to resubmit requested info

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23.4 Cert of EOT

- Arch shall either reject or issue Cert of EOT within 6 weeks from receiving sufficient info.

- it may before or after Completion Date

23.5 Other consideration for EOT

Arch may take into account :

a) effect or extent of anywork omitted under the Contract

b) any other Relevant Events that may hv effect on C entitlement to EOT

23.6 Contractor to prevent delay

- use his best to prevent delay, however caused

23.7 Notification to NSC

- shall notify NSC in writing

23.8 Relevant Events

- event beyond control : a-d, n-q, w

- event within control of E or agent : e-m, r-v.

23.9 EOT after issuance of CNC

- Arch may grant EOT if relevant events occur after CNC

23.10 Architect's review of EOT after Practical Completion

- Arch may review within 12 weeks after CPC

- review shall not resulted in decrease of previously granted EOT

24.0 Loss and/or expense caused by matters affecting the regular progress of the Works

24.1 C may claim for such loss and/or expense provided that :

24.1(a) C gv written notice of his intention to claim

- with initial estimate of his claim supported by calculations

- given within 28 days from AI, CAI or occurrence of the matter, whichever earlier

- notice as precedent for entitlement of claim

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24.1(b) within 28 days after the matters have ended

- submit complete particulars of his claim with calculations

- if failed, deemed C have waived his right.

24.2 Access to Contractor's books and documents

- shall keep current records of his claim and submit to architect

- Arch and QS shall hv access

- C to provide copies free of charge

- docs remain available until claim resolved

- ensure sub-con made available the same

24.3 Matters materially affecting the regular progress of the Works

a) - not received in time necessary AI ….. whih contractor hv applied

b) - delay by E giving site possession

c) - compliance with AI regarding postponement and suspension under 21.4

d) - delay by craftmen, trademen ……. directly employed by E

e) - delay / failure in supply in materials by E

f) - opening up for inspection unless C at fault

g) - any act of prevention or breach of contract by E

h) - discoveries of antiquities ( 33.1 )

i) - appointment of repalcement Person under Article 3, 4, 5 and 6.

j) - compliace with AI regarding despute with neighbour property

k) - prov quantities not reasonably accurate

l) - E failed to give entry of exit in time

m) - suspension by C under 30.7 and 30.8

n) - suspension by order of authority

Notes : All matters (a to n) under 24.3 have equivalent Relevant Events under 23.8. Therefore
those entitle for L&E may also claim for EOT but not all entitlement for EOT may claim for L&E.

24.4 Loss and/or expense to be included in certificate

- Arch or QS to ascertain loss/expense amount.

- to be added to Contract Sum and included in next certificate.

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25.0 Determination of Contractor's Employment by Employer

25.1 Default by Contractor

E may determine the employment of the C if: (but not determine the Contract)

a) C fails to commence Works

b) C wholly or substantially suspends the Works

c) C fails to proceed regularly and/or diligently

d) C persistently refuse/neglect to comply with AI

e) C fails to comply with Cl 17. ( sub-contracting )

f) C abandoned the Works

25.2 Procedure of Determination

- E or Arch to gv a written notice

- by hand or registered post

- specifying the default

- if C continue such default for 14 days

- then E within 10 day (from the expiry of the said 14 days)

- by futher written notice

- delivered by hand or registered post

- determine the employment of the Contractor

25.3 Contractor's Insolvency

- if C becoming insolvent …… etc

- the employment of the C automatically determined

(nevertheless, E is advised to notify C that his employment hv been determine unedr this clause)

25.4 Rights and duties of the E and C - upon determination

a) C to vacate Site and return Site posession

- E may employ other to complete the Works

- who may use all temp buildings, plants etc

- and may purchase all materials and goods.

- if required by E or Arch, within 21 days, shall assign to the E any agreements to continue hire
construction plants or equipments

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- if required by E or Arch, within 21 days, C shall assign to the E any agreements to supply
b) materials and goods and/or for execution of any works

c) - if instructed by the Arch, C to remove any from the Works …..

- if not, E may remove and sell

d) C to allow or pay the E all cost incurred to complete the Works

- E not bound to make any further payment until Works complete

- upon completion to prepare final account

25.5 Records of Works


- Arch or QS within 28 days of determination to set date for jointly record extent of Works
completed by the C

- upon completion to sent a copy to the C

25.6 Final Account upon determination

Arch or QS within 6 months from completion of works to submit final account to E and C

a) If nothing is disputed by E or C within 3 months, the account shall be conclusive.

- if the actual cost to complete MORE than the original Contract, the C to bear the difference.

- if the actoal cost to complete LESS than the original Contract, C to be paid of the difference.

b) If any dispute;

- within 3 m to gv written notice to other party (cc to Arch and QS)

- within 3 m, Arch or QS to amend or not amend account

- if still dispute, within 3 m to refer to arbitration.

c) Dispute on LD, set-off and interest to refer to arbitration

25.7 Remedy limited to damages only

Upon receipt of the determination notice, C to surrender site possession within 14 days.
- even if the notice itself being disputed, C still to leave site and remedy limited to compensation
of damages only.

25.8 Employer's rights and remedies not prejudiced

This clause shall not prejudices E's other rights in the contract.

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26.0 Determination of Own Employment by Contractor

26.1 Defaults by Employer

C may (or may choose not to) determine if E defaults :

a) fail or neglect to pay amount due in Cert within Period of Honouring Cert.

b) E interferes or obstructs issuance of Arch's cert.

c) E failed to nominate succeeding Arch or Cons.

d) if before CPC, the works wholly or substantially suspended beyond Period of Delay due to:
i) AI issued by Arch under Clause 1.4 (discrepancy between docs), 21.1 (commencement and
completion) and 21.4 (postponment of suspension of works)

ii) C not received in due time necessary AI which he hv applied in writing

iii) delays or failure on the parts of craftmen etc engaged by E

iv) opening up for inspection except if found works NOT in accordance to Contract

26.2 Procedure for determination

Upon occurance of any defaults and C decides to determine:

- to give written notice of default - by hand or registered post - specifying the default

- if E continue default for 14 days from above notice

- C within 10 days from end of above default

- may determine by giving determination notice - by hand or registered post.

26.3 Employer's Insolvency

- if E becoming insolvent or etc …

- the employment of C automatically determined.

26.4 Rights and Duties of Contractor and Employer

a) C shall within 14 days, remove from site all his belongings and facilitate NSC to do the same.
E to pay the C total value of works properly done and value of materials on site, incl loss /
b) expense to the C due to determination.

26.5 Records of Works

- C within 28 days to gv Arch / QS date for joint inspection of complted works

- upon completion, C to sent a copy to the E, Arch and QS

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26.6 Settlement of Accounts

C within 6 months to submit Final Account (FA) to E, Arch and QS of:

i) Works properly executed

ii) Values of materials and goods supplied

iii) Loss and/or expense claim

a) if FA not disputed within 3 months, the accounts deemed conclusive and agreed.

if ( Amount in Final Account ) - ( Amount Previolusly Paid ) = +VE. E to pay to C the balance.

if ( Amount in Final Account ) - ( Amount Previolusly Paid ) = - VE. C to pay to E the balance.

b) if FA disputed by E;

i) within 3 months from receipt of FA, shall gv notice to C setting out the disagreement w
particulars

ii) then within next 3 months, C to amend or or decide not to amend the FA
iii) if E still disagree, within next 3 months to refer the dispute to arbitration (Cl 34.0). If not, FA
deem conclusive and agreed.

26.7 This clause doesn't prejudiced C's other rights / remedies.

27.0 Nominated Sub-Contractors

27.1 PC and Prov Sums - NSC

- this clause applicable where;

i) PC Sums are included in the Contract Bills

ii) Provisional Sum expended by AI

in favour of such person nominated by Arch to supply and fix materials and goods or to execute
works referred to as NSC
- If NSC propose alternative design or the sub-contract leave design, spec, materials, goods and
workmanship to the NSC, the NSC (not main C) shall be responsible that the works are fit of its
purpose.

27.2 Nomination of sub-con


Arch shall not nominate any Person that the C may object under 27.3, which the C may make
objection within 14 days after receipt of nomination.

The NSC shall :

a) carry out and complete the sub-contract works to the satisfaction of C and Arch.
observe, perform and comply with all provisions of the Contract as so far they relate and apply to
b) Sub-Contract

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indemnify the C same liabilities of the sub-contracts as those which C indemnify E in the main
c) Contract.
indemnify the C against any claims due to negligence …. misuse by him or his agents of any
d) facilities provided by main C.

e) complete within the period specified. C shall not grant EOT without recommendation of Arch.

Any breach of sub-con by main C, main C solely responsible to grant EOT to the NSC.
when the works practically completed, request Arch to issue cert to that effect. If Arch in the
f) opinion the works completed, shall issue the cert.

if NSC failed to complete the sub-contract works within the period, NSC shall pay the C loss /
g) expense OR agreed LD.
payment to NSC to be made within 7 days after Period of Honoring Cert subject to retention and
h) deduction allowed under sub-contract.

i) Arch, consultants and their agents shall hv right of access to workshops

27.3 Objection to nomination of sub-con


C may object the nomination based on financial standing, insolvency or technical competence of
the nominated sub-con.

27.4 Action following objection of NSC

Where Arch may agree with the objection, Arch may :


i) by AI `remove the objection' (remove the caused of the objection) so the C can enter into the
sub-contract

ii) cancel the nomination and omit the works

iii) re-nominate another sub-con.

27.5 Payment by C to NSC

-In issuance of payment cert, Arch shall direct the C of the value of works and materials supplied
by NSC and shall inform the NSC in writing of the value (less retention and deduction by C allowed
under the sub-contract).

- C to pay NSC within 7 days after Period of Honoring Cert.

27.6 Failure of C to pay NSC

- Arch may request C to proof that all amount due to NSC hv been discharged.

- C shall provide proof within 14 days.

- if C hold any payment under Cl 16.1 and 23.13 of sub-contract, C shall provide detail.

- If C failed to comply, Arch may issue cert stating the outstanding amount to NSC.

- then the E may pay direct to NSC and deduct from C.

- Arch may issue the cert regardless an Interim Cert due or not.

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27.7 Final Payment to NSC

- if Arch wishes to make final payment to NSC b4 final paymeny due to main C,

- and the NSC has indemnified the C against any liabilities under the sub-contract,
- Arch shall issue cert to the C and the C shall pay NSC the amount, subject to any retention and
deduction allowed under the sub-contract.
- upon final payment to NSC, the Limit of Retention Sum as per Appendix shall be reduced by the
sum released to the NSC.

27.8 Determination of NSC employment

C shall not determine without Arch's consent.


If C intends to determine, C shall send to the Arch written report stating the NSC default with
copy to NSC.

Arch may request NSC to respond before he decide.

27.9 C responsibility for NSC

C shall ensure NSC carry out his works in accordance and in compliance with the sub-contract.

27.10 E no privity of contract with NSC

nothing shall create privity of contract between E and NSC

27.11 Re-nomination of NSC due to determination by C

If NSC determined, Arch shall re-nominate another NSC.

The C shall be entitled to be paid the difference between:

i) Sum Payable to C and new NSC ( contract amount of new NSC )

ii) MINUS sum payable to previous NSC (contract amount of previous NSC ).
iii) after consedering sum recoverable from previous NSC ( amount already in the previous NSC
contract to complete remaining works )

C may entitled for EOT but not entitled to any damages, loss / expense (due to renomination).

27.12 Re-nomination of NSC due to determination by NSC.

If NSC determine his own emplyment due to C defaults, Arch shall re-nominate another NSC.

C shall (only) be paid same sum as payable to previous NSC (contract amount of previous NSC).

C liable to pay the NSC :

i) any additional cost to complete the works.

ii) additional cost incured in re-nomination.

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iii) loss / expense claim by E due to determination.

C shall not entitled for EOT.

27.13 C to recover additional expenses from NSC

If NSC determine the emplyment of NSC under 27.11 (NSC at fault),


- C shall recover all additional expenses from NSC as a debt or any monies due or NSC
Performance Bond.

27.14 C permitted to tender for PC Sums

If PC Sums are included in the Contrat Bills, C shall be permitted to tender for PC Sums.

If C tender accepted, shall be considered as VO and not entitled for P&A.

28.0 Nominated Suppliers

28.1 PC and Prov Sums - NSuppliers

- this clause applicable where;

i) PC Sums are included in the Contract Bills

ii) Provisional Sum expended by AI

in favour of such person nominated by Arch to supply any materials and goods to be fixed by C
referred to as NS

28.2 Nomination of suppliers and their obligations


Arch shall not nominate any Person that the C may object under 28.3, which the C may make
objection within 14 days after receipt of nomination.

The NS shall :

a) that ensure the materials and good supplied are of the quality and standard specified.

b) make good any defects in the materials or good supplied within DLP provided that:

i) such defects are not such that examination by the C ougt to hv revealed them before use.

ii) defects solely due to defective workmanship.


ensure that delivery commence and complete in accordance with delivery programme agreed
c) between C and NS
ensure that ownership of materials and good pass to the C upon delivery, regardless payment has
d) been made in full or not.

payment to NS to be made within 7 days after Period of Honoring Cert subject to retention and
e) deduction allowed under sub-contract.

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28.3 Objection to nomination of supplier

C may object the nomination based on financial standing, insolvency or technical competence of
the nominated sub-con.

28.4 Action following objection of NS

Where Arch may agree with the objection, Arch may :


i) by AI `remove the objection' (remove the caused of the objection) so the C can enter into the
supply contract

ii) cancel the nomination and omit the works

iii) re-nominate another supplier.

28.5 Value of materials and goods supplied by NS


Arch shall direct the C of the value of materials and goods supplied by NS which has been
included in payment certs issued under Cl 30.0 and shall inform the NS in writing of the said
value.

C shall retain percentage sum as per Appendix not more than 5% of NS's sum.

C interest shall be of fiduciary only.

C to pay NS within 7 days after Period of Honoring Cert.

28.6 Payment by C to NSC

- C to pay NSC within 7 days after Period of Honoring Cert.

28.7 C responsibility for NSC

C shall fully responsible for NS acts and E shall in no circumtances be liable to C.

28.8 E no privity of contract with NS

nothing shall create privity of contract between E and NS.

Works by Craftmen, Tradesmen or Other Contractor Employed or Engaged by


29.0 Employer

29.1 C shall permit execution of works not forming part of contract by craftmen …. etc

E shall be responsible to them and not to be sub-con to C.

30.0 Certificates and Payment

30.1 Payment application and issuance of Arch's cert

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- C shall submit payment at Interim Claim Interval as per Appendix.

- Arch within 21 days to issue Interim Cert (IC) to E, cc to C.

- E to pay within Period of Honoring Cert as per Appendix.

- If C failed to submit payment application, deemed to hv waived his entitlement for IC.

- after CPC issued, IC shall be issued as and when further payment ascertained by Arch

30.2 Amount due in Arch's Cert

The amount stated as due in IC shall be ;

i) Total value of works properly executed.

ii) ADD Percentage of the value of the materials and goods,

iii) LESS amount retained by E,

iv) LESS amount previously certified.

Materials and goods;

i) must be for incorporation into the permanent works

ii) delivered to and stored protected at site

iii) reasonably, properly and not prematurely brought to site.

30.3 Errors in payment cert

Arch shall not be entitled to revised or correct any certs issued except for clerical, computational
or typograhical errors.

Arch may, by later cert, made correction or modification to the error.

30.4 Set-off by Employer

E entitled to set-off all cost incurred and L&E under:

2.4 - failure of C to comply w AI

4.4 - C failed to pay fee, levies and charges.

5.1 - Levels and setting out : E accepting default as it is.

6.5(e) - Materials, goods to conform - E accepting default as it is.

6.7 - Materials, goods to conform - third party to carry out uncomplied AI

14.4 - warranty of title of goods and materials

15.3 (b) - CPC - making good minoor defects: third party making good defects.

15.3 ( c ) - CPC - making good minor defects : E accepting defect as it is.

15.4 - Schdle of Dfects : E accepting defect as it is.

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15.5 - Schdle of Dfects : third party making good defects.

19.5 - C failed to insure with lisence insurance comp. ( Workmen Comp )

20.A.3 - C failed to insure with lisence insurance comp. ( CAR )

No set-off to be made unless :

a) Arch submit detail set-off to the C

E or A gv C written notice (by hand or registered post) specifying his attention to set-off, the
amount and the ground for set-off. The notice shall be made at least 28 days before set-off
b) deducted from any payment by E.

Any set-off shall be recoverable from the C as (i) a debt or from (ii) any monies due or to become
due and/or from Performance Bond.
If C dispute amount of set-off, shall within 21 days send to the E reasons and particulars of the
disagreement.
If both unable to agree within 21 days after C response, either party may refer to adjudication
under 34.1

E can't made any set-off until C agreed or adjudicator made decision.

30.5 Retention Fund

E may retain percentage of total work done, materials and goods (in Cl 30.2) as stated in the
Appendix as Percentage of Certified Value Retain.

When the amount retained equals the amount stated in Appendix as Limit of Retention Fund, no
further amount shall be retained.

The amount could be reduced by Cl 16.1(d) and 16.1(f) [CPC for Partial Possession] and/or 27.7
[Final payment to NSC]

30.6 Rules regarding Retention Fund :

a) E interest shall be fiduciary as trustee.

- if any party request for RF to be paid into a trust account, the fund shall be paid to the escrow
account within 14 days.

- if E wish to deduct from the RF (afor reasons allowed under contract), he shall informed
b) relevant party in writing.

c) upon issuance of CPC, Arch to issue within 14 days cert to release one half (50%) of the RF.

- C to be paid within Period of Honouring Cert.

d) upon issuance of CMGD, Arch shall issue within 14 days cert for the remaining amount of the fund.

- C to be paid within Period of Honouring Cert.

30.7 Suspension of Works for non-payment

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If E failed to pay C the amount due within the Period of Honouring Cert;
- and continue the default for 14 days after receiving notice stating that if E didn't pay within 14
days,

- C may by further notice suspend the execution of the Works.

30.8 Compulsory suspension of Works

If Arch / Consultants inform C in writing of their withdrawal from supervision for execution of
Works required under UBBL for whatever reasons;

- C shall forthwith suspend the execution of the Works.

30.9 Cessation insurance resulting from suspension of the Works

If C suspends the Works in accordance to 30.7 or 30.8;

- he shall secure and protect the works

- he shall take separate cessation insurance (i) for all risk under Cl 19, 20A, 20B or 20C and (ii) for
whole period of suspension

- additional cost for (i) protection and (ii) insurance, shall be added to Contract Sum.

30.10 Final Account


Within 6 months from CPC, C to submit to Arch and QS all docs necessary for preparation of Final
Account.

Final Account shall be completed within (another) 6 months from receipt of the docs.

If C failed to submit docs, Arch / QS shall complete the Final Account based on available info,
within the `Period to complete the Final Account' in the Appendix.

Upon completion to submit a copy to E and C.

a) If within 3 months not dispute by E or C, the FA shall be conclusive and deemed agreed.

If either party dispute, shall submit written notice specifying the disagreement within another 3
b) months.

Arch/ QS have another 3 months to amend or decide not to amend.

If E or C still disgreeing, within another 3 months shall refer the dispute to arbitration (Cl 34.0).

c) Any dispute on LD, set-off and interest shall be refered to arbitration.

30.11 Items in Final Account

Final Account of the Works shall show:

a) adjustment made to the Contract Sum - eg: variations (11.7), L&E claims (24.4)

b) amount Arch consider C entitled under Contract - eg : opening up (6.3), property right (7.2)

c) omission of all PC Sums and substitute with amount payable by E to NSC and NS

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- omit PC Sums amount and replace with actual NSC and NS contract amount

d) adjustment of Prov Sum and omit if not expended

- adjust to actual amount added to C contract's sum

The following not to be included in FA and to be resolved separately between E and C :

e) LD imposed ( Cl 22.1 )

f) set-off by E ( Cl 30.4 )

g) interest payable by either parties ( Cl 30.17 )

30.12 Conclusiveness of Final Account

Unless refered to arbitration under 30.10, the FA shall be conclusive and deemed agreed except
error by :

a) fraud, dishonesty or fraudulent

b) arithmetical errors

30.13 Issuance of Penultimate Certificate

Arch may issue Penultimate Cert for release of retention sum or any other outstanding amount to
the NSC or NS,

- not later than 14 days after issuance of CMGD

30.14 Issuance of Final Certificate

Final Cert shall be issued :

a) within 21 days from Period of Honouring Cert for payment of the Penultimate Cert OR

b) if no Penul Cert, 28 days after CMGD.

30.15 Final Certificate

Final Cert shall state :

a) Final Account LESS

b) sum certified in all previous certs

the balance, if +VE shall be payable by E to C or if -VE shall be payable by C to E.

- either way, payment shall be made within Period of Honouring Cert.

30.16 Final Certificate not conclusive

FC shall be conclusive on the final value of the Works,

- but not conclusive evidence that Works, materials and goods are in accordance to the Contract.

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30.17 Interest

If E failed to pay C within Period of Honouring Cert,

- or C failed to pay any sum due within 21 days of notice to pay,

- interest based on Maybank BLR + 1% shall be payable.

31.0 Outbreak of Hostilities

31.1 Hostilities - determination by E or C


- once happen (officially declared or not), on a scale invloved general mobilisation of armed
forces;

- either E or C determine the contract

- by written notice delivered by hand or registered post

31.2 Notices of determination

Provided the notice shall not be given:

a) within 28 days from date of general mobilisation

b) after CPC unless works sustain war damages.

31.3 AI regarding protective work

Within 14 days after determination, Arch may issue AI instructing protection of Works,

- unless if C unable to execute the AI within 3 months, C may inform Arch and abandon the Works.

31.4 Payment resulting from determination

After 14 days from determination or after completion of protective works or abandonment of the
Works, provision Cl 26.4 shall take place (26.4 - Right & duties of E and C after determination)

32.0 War Damage

32.1 Procedures following war damage

If Works sustain war damage :

a) the occurance of such war damage shall be disregarded in computing amount payable to C.

( as if damage never happen - pay full )


Arch may issue Ai to remove/disposed any debris/damaged works and/or to execute protective
b) works.

c) C shall make good such war damage and proceed to complete the Works.

Arch shall grant reasonable EOT.

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d) removal of debris, protective works and making good shall be deemed VO by the Arch.

32.2 Defination of war damage

a) occur as direct result of action of war

b) occur when taken by authority to avoid spreading or to mitigate

c) occur as result of precautionary or preparatory measures to prevent attack

33.0 Antiquities

All objects of interest found on the site become property of the E.

- C shall cease work, not disturb and preseve the object.

- Notify Arch for further instruction.

34.0 Adjudication and Arbitration

34.1 Set-off dispute referred to adjudication

For dispute under 30.4 (set-off by E), adjudication is a condition precedent to arbitration.

- however, dispute under 30.4 AFTER CPC, shall refer to arbitration.

- other disputes may refer directly to arbitration.

34.2 Notice to refer to adjudication

When dispute referred to adjudication, an adjudicator to be agreed by both parties.

- if after 21 days from notice to concur the adjudicator, failed to agreed, the initiated party shall
apply to President PAM to appoint.

34.3 Adjudication Rules

Current edition of PAM Adjudication Rules shall apply.

34.4 Decision of the Adjudicator

If a party dispute the adjudicator's decision, he shall bound with the decision till CPC,

- but shall give notice to refer dispute to arbitration 6 weeks from the decision.

The decision shall be final and binding if not referred to arbitration within stipulated time.

34.5 Dispute refered to Arbitration


Any disputes arises between E and C either during progress or after completion or abandonment
regarding :

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a) matter whatsover in connection with Contract

b) ant matter left by the Contract to Arch's discretion

rights and liabilities under Cl 25.0 (Determination by E), 26.0 (Determination by C), 31.0
c) (Outbreak of Hostilities) and 32.0 (Antiquities)

d) unreasonable witholding of consent by E or C

such disputes shall be refered to arbitration.

34.6 Procedure of appointment of arbitrator

Upon disputes arisen;

any party may serve notice to the other party that such disputes shall be referred to an arbitrator
a) to be agreed by both,

if failed to concur on the appointment of an arbitrator, then after 21 days the initiated party may
b) apply to PAM's President to appoint.

34.7 Arbitration Act and Rules

the proceeding shall be in accordance with current Arbitration Act 2005

34.8 Power of arbitrator

a) to ractify Contract

b) to direct measurement / valuation in order to determine rights of the parties

c) ascertain and award any sum which shd hv been included in certs.

d) to pen up, review and revise any certs, decisions …..

e) to determine all matters as if no certs, decisions ….. had been given.

f) to award interest from any dates, at any rates and at any rest

g) to award interest from the dates of award until payment

34.9 Consilidation of arbitration proceedings

If dispute between E and C relates to NSC, in connection with the same dispute between C and
NSC, try their best to appoint same arbitrator.

34.10 Commencement of arbitration proceeding

Unless w agreement of E and C, arbitration proceeding shall not commence until after CPC or
determination except on :

a) whether issuance of AI empowered or not

b) dispute under 31.0 (War damages) and 32.0(antiquities)

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c) improperly or not witholding of a cert.

d) improperly or not witholding of a payment.

34.11 Arbitration Award to be final and binding

- shall be final and binding on the parties.

35.0 Mediation

35.1 Mediation under PAM Rules

May refer any dispute for mediation.

If failed to agree on the mediator, any aprty can apply to PAM's President

Shall be in accordance with current PAM Mediation Rules.

36.0 Notice

36.1 Notice ( manner / time / proof )

Any written notice / documents shall be given by:

a) hand

b) ordinary mail or registered post

c) facsimile transmission

36.2 Notice deemed served

Any notice deemed served :

a) if by hand - at the time of delivery

b) if by ordinary mail or registered post - af ter 3 days of posting

c) if by fax - at time of transmission

36.3 Proof of Notice

- sufficient to show;

a) for hand delivery ;- signed acknowledgement of receipt

b) for registered post ;- a receipt of posting

c) for fax ;- transmission record

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36.4 Written communication

- shall be sent to the address stated in Articles of Agreement unless notified otherwise.

37.0 Performance Bond

37.1 Submission of Performance Bond

C shall submit a Performance Bond;

- before Date of Commencement

- for sum as stated in the Appendix (if not stated 5% of contract sum)

37.2 Form of Performance Bond

- in the form with terms and conditions specified in the Contract or approved by E

37.3 Validity of Performance Bond

shall remain valid until 3 months after CPC

- if not completed by Completion Date, shall extend to expiry 3 months after projected Practical
Completion.

37.4 Failure to extend validity

If C failed to comply, E entitled to withold or deduct amount equal to Performance Bond from any
payment due.

37.5 Payment from Performance Bond

If E determine C under Cl 25.0 or any breach of contract by C,

- E may make payment from Performance Bond

- for completion or rectification of Works and reimbursement of L&E suffered by E.

On completion, any balance from Performance Bond shall be refunded to C.

37.6 Return of Performance Bond

If C determine himself under 26.0, E to return the Performance Bond within 28 days for
cancellation.

38.0 Governing Law

This Contract govern by Laws of Malaysia.

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