STANDARD OPERATION AND MAINTENANCE AGREEMENT

THIS OPERATION AND MAINTENANCE AGREEMENT is made on the .........................................................20..........BETWEEN............................................................, a company duly incorporated under the laws of Malaysia and having its registered office at ………………………………………………….………..... (“hereinafter referred to as the “Employer”). AND …………………………………………………….....……., a company duly incorporated under the laws of Malaysia and having its registered office at ………………………………………………………...…… (“hereinafter referred to as the “Contractor”). WHEREAS The Employer is the owner of the Designated Sewerage System (as hereinafter defined) and the Employer wishes to appoint the Contractor and the Contractor wishes to accept the appointment to provide the Services more particularly set out in this Agreement upon the terms and conditions hereinafter appearing. DEFINITIONS Definitions In this Agreement, unless the context otherwise requires: “Act” means the Water Sewerage Industry Act (WSIA) 2006 including any statutory modification or re-enactment thereof; means this Agreement, together with all schedules; means ....................................................... (name of the company) or its personal representatives successors and permitted assigns; means the Sewerage System belonging to the Employer where the operation and maintenance services are required to be provided by the Contractor under this Agreement; means the ................................................... (name of the Company) or its personal representatives or successors; means a system incorporating the sewers, disposal pipes, pumping stations or treatment works and all equipment thereof up to but not including the private connection pipe; means the License issued to the Contractor under the Act; means the operation and maintenance services to be provided by the Contractor under this Agreement and as are more particularly described in Clause 4 herein; means the payments to be made by the Employer to the Contractor as are set out in Clause 6 for the Services provided under this Agreement;

“Agreement” “Contractor”

“Designated Sewerage System”

“Employer”

“Sewerage System”

“License” “Services”

“Payments”

and in consideration of the mutual covenants and promises herein contained. and .. and parties. unless the context otherwise requires: a) b) c) d) Words or expressions defined in the Act shall have the same meaning when used herein. the Contractor shall give to the Employer a notice in writing not less than three (3 ) months prior to the expiry of this Agreement and subject to the parties agreeing to the new rates for the Payments. 3. clauses. conditions and covenants as are herein contained except that: 3.. 1. NEGOTIATION OF A NEW AGREEMENT Upon the expiry of this Agreement if the Contractor is desirous of renewing this Agreement for a further term of ……. ( ) years from the expiration of this Agreement (“the Renewed Agreement”). e) f) NOW IT IS HEREBY AGREED AS FOLLOWS: 1. the Contractor hereby accepts the appointment and will provide the Services in return for the Payments to be made by the Employer. annexes and schedules are references to parts and clauses of. ( ) years and entering into such an agreement for a further term of ………. A reference to any thing includes a part of that thing.1 The date of the commencement of the Renewed Agreement shall be that date which is the day after the expiry of the Term.2 Acceptance Subject to and in accordance with the terms and conditions of this Agreement. Words importing the singular include the plural and vice versa. Reference to parts. 1.Interpretation In this Agreement. Years. the Employer may. parties. annexes and schedules to this Agreement. Headings are for convenience only and do not affect the interpretation of this Agreement.1 APPOINTMENT OF OPERATION AND MAINTENANCE CONTRACTOR Appointment The Employer hereby appoints the Contractor as its operations and maintenance contractor to provide the Services more particularly set out in Clause 4 for the Designated Sewerage System. 2. grant to the Contractor the Renewed Agreement for such further term of ……… ( ) years and subject to the same terms. whichever is the earlier and shall end at the expiry of ………. unless earlier terminated in accordance with the terms of this Agreement. at its election. and References to RM refer to Ringgit Malaysia. TERM The term or duration of this Agreement shall commence on the date of this Agreement or the date of the commencement of the Services.

6.2(a) above. 5.1 CHANGES TO THE SCOPE OF THE SERVICES Changes only with Consent Changes to the scope of the Contractor’s obligations under this Agreement may only be affected by agreement in writing between the Employer and the Contractor. 5. it shall pay to the Contractor all undisputed amounts. No later than thirty (30) days after receiving the notice in clause 5. In the event that a change to the scope of services of this Agreement is agreed.3. the Employer and the Contractor shall make adjustments to the Payments accordingly. it may give to the other party a written notice of that intention along with the full details of the changed circumstances leading to such request and the proposed change. b) c) 5.2 The expiry of the term of the Renewed Agreement shall be ………… ( date of the commencement of the Renewed Agreement. 5. the Employer and the Contractor shall enter into good faith negotiations having regard to all relevant factors in respect of the proposed change (including without limitation). the Employer shall pay to the Contractor the Payments as agreed between the Employer and Contractor. During the Term. such change shall be evidenced in writing. The Contractor shall present an invoice setting out the payment due and the period to which it relates together with details of any charges for additional work carried out by the Contractor for the Employer which may then be due and payable. 6.1 PAYMENTS In consideration of the Services rendered pursuant to this Agreement.4 . (iii)Any other information which the Employer and the Contractor reasonably requires in connection with the change.3 6. (i)The feasibility of making the proposed change. SERVICES ) years from the 4. the Contractor shall be responsible for the operation and maintenance services as are described in Schedule 1 for the operation and maintenance of the Designated Sewerage System.3 Changes in the Payments In the event that there is a change in the scope of this Agreement which affects the Payments to be made under this Agreement.2 Parties to Negotiate a) If either the Employer or the Contractor wishes to negotiate a change to the scope of this Agreement. (ii)The impact which the change will have on any requirements as to time of this Agreement. If the Employer disputes any matter contained in the invoice. 6.2 6. The Employer shall pay to the Contractor the amount due in the invoices within fourteen (14) days from the date of receipt of the invoice by the Employer.

8. there is an increase in statutory contributions (EPF. servants or to any other third parties which may be suffered as a result of the execution of the Services or the carrying out of this Agreement. The insurance shall continue during the whole of the time that any persons employed by the Contractor for the Services. The insurance shall also cover any damages or compensation payable in respect of or in consequent of any accident or injury to any workmen or other person in the employment of the Contractor save and except an accident or injury resulting from any act or default of the Employer. 8. 9. 8. SOCSO etc.3 Periods of Insurance The insurance referred to in Clauses 8. his agents or servants. WATER AND ELECTRICITY The Employer shall make available normal water and electricity supply (at the Employer’s cost) that is required for the efficient carrying out of the Services. The Employer shall then pay to the Contractor any increase in the Payments.2 may at any time become void or avoidable.) for labor giving rise to an increase in labor cost. the Employer shall insure and shall keep insured at all times the Designated Sewerage System and any adjoining property thereto against any liabilities. the Contractor may apply to the Employer for an appropriate increase in the Payments. It is also the responsibility of the Contractor to ensure an effective insurance coverage on all the equipment and all third party liabilities.1 INSURANCE Insurance by Employer Upon the execution of this Agreement. agents. The Employer hereby also warrants that it shall indemnify and shall keep the Contractor indemnified at all times and from time to time against all losses damages and costs which may be suffered or incurred by the Contractor during the duration of the Term if the 9. losses or damages which may be suffered or incurred by the Contractor during the execution of the Services. losses or costs which may occur to the Designated Sewerage System or to the adjoining property or any personal injury or losses to the Contractor’s employees.2 above shall be maintained effective for the Term or until the earlier termination of this Agreement 8. the Contractor shall maintain a contractor’s all risk insurance policy which would cover all liabilities. 9.2 .4 Compliance The Employer and the Contractor shall not permit any act or permit or suffer any circumstances to exist whereby any of the insurances described in Clauses 8.5 In the event that during the duration of this Agreement.2 Insurance by Contractor During the duration of the Term.1 or 8.1 EMPLOYER’S WARRANTY AND INDEMNITY The Employer hereby warrants to the Contractor that the Designated Sewerage System is in good working order and condition and that it has been constructed and built in accordance with all approved plans and specifications and all regulations and requirements under the law. damages. 8.6. The Contractor shall submit all evidence including the relevant calculations.1 and 8. 7.

a) war. which that party is unable to prevent.. avoid or remove and shall include.losses. rebellion.2 Force Majeure Defined The expression “Force Majeure” shall mean an event not within the control of the party affected. ionizing radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste.. The Contractor warrants that it shall comply with all the effluent rules and regulations imposed under the Environmental Quality Act 1974 during the duration of the Term PROVIDED ALWAYS THAT this warranty shall only come into effect after . appliances or property connected therewith... radioactive toxic explosive. terrorism. from the combustion of nuclear fuel..1 FORCE MAJEURE Non-Compliance Excused Neither the Employer nor the Contractor shall be in breach of its obligations under this Agreement if it is unable to perform its obligations under this Agreement or any part thereof due to the occurrence of an event of Force Majeure. damages or costs suffered or incurred by the Contractor is a result of any defect or fault in the construction or the building of the Designated Sewerage System or if the Designated Sewerage System has not been constructed or built in accordance with all approved plans and specifications and all regulations under the law. 12. 10. under any circumstances. civil war. loss or damage to the Designated Sewerage System or to its equipment machinery. 12. Pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds. 10. The Contractor shall indemnify the Employer for all losses and damages which the Employer may suffer in the event that the Contractor breaches any term or condition of the license. employees or sub-contractors. or other hazardous properties of any explosive nuclear assembly or nuclear component thereof.1 CONTRACTOR’S WARRANTY AND INDEMNITY The Contractor warrants that it holds a valid license under the WSIA 2006 to perform all the Services required under this Agreement and the Services to be provided under this Agreement does not contravene any terms and conditions of the license imposed by the Commission and the Contractor shall at all times comply with the said terms and conditions. revolution.2 10. floods. be liable for any accidents. military or usurped power. injury.. lightning or any operation of the forces of nature against which an experienced 10. hostilities (whether war be declared or not) invasion and of foreign enemies. 12. insurrection.. subsidence. EXCLUSION OF LIABILITY The Contractor shall not..3 11. b) c) d) .. natural catastrophe including but not limited to earthquake. breakage. ( ) months from the execution of this Agreement.. unless such loss or damage is caused by the negligent acts or omission or commission by the Contractor’s agent.

12.3 Force Majeure Event Affecting the Employer or the Contractor If an event of Force Majeure occurs by reason of which the Employer or the Contractor is unable to perform its obligations under this Agreement or any part thereof. shall take all reasonable measures to remove the inability to fulfil the terms of this Agreement with minimum delay. 13. The Employer shall however be liable to pay the Contractor the Payments for all Services rendered up to the day of termination.4 No Reliance Neither party shall be entitled to rely upon the provisions of Section 12. e) Riot and disorders. b) c) .1 if both parties reasonably determine that the event of Force Majeure has not occurred. 12. the Employer or the Contractor shall immediately inform the other party in writing of the occurrence of such event of Force Majeure. strike. Then this Agreement shall be deemed terminated and neither party shall have any claim against the other save and except for any antecedent breaches of this Agreement.operator could not be reasonably have been expected to take effective precautions. TERMINATION Unless terminated in accordance with the express provisions of this Agreement. its consequence and the cessation of such event. labour unrest or other industrial disturbances (affecting the performance of this Agreement which are not the fault of the Employer or the Contractor) which causes. then this Agreement may be terminated by either party.1 Default of the Employer or the Contractor If either party defaults in any of the following respects.5 Termination of Force Majeure If an event of Force Majeure continues for a period of six (6) months or more and either party reasonably considers such event of Force Majeure applicable to it to be of such severity or be continuing for such a period that it effectively frustrates the original intention of this Agreement. either party to fail to comply with its obligations hereunder. or if either party shall have a receiver appointed over the whole or any part of its undertaking or assets or cease or threaten to cease to carry on the whole or a substantial part of its business other than in the course of reconstruction or amalgamation. The Employer or the Contractor as the case may be. or can reasonably be expected to cause. 13. lockout. that is to say: a) commits any breach of the terms or conditions of this Agreement which is notified in writing by the non-defaulting party to the defaulting party and which is not rectified by the defaulting party to the non-defaulting party’s satisfaction within a period of fourteen (14) days of receipt of the written notice by the defaulting party specifying the breach and requiring it to be remedied. if either party becomes insolvent or receives a petition for winding-up or makes any arrangement or composition with its creditors. 12. this Agreement shall be for the duration of the Term.

.... the Arbitrator shall be appointed by the Director of Regional Centre for Arbitration...... …………………………………………. Any such notice shall be effective only upon actual delivery or receipt thereof.14... The address and facsimile numbers of each party are as follows: To the Contractor Address : : ……………………………………………… ……………………………………………… ……………………………………………… ……………………………………. Fax No : Any changes of address shall be notified as indicated above. or to such other address as such party may designate for itself by notice given in accordance with this Clause......... then such dispute or difference shall be referred to an Arbitrator within the meaning of the Arbitration Act 1952 (Revised ... any notice...... The arbitration shall be held at the Regional Centre for Arbitration at Kuala Lumpur. 14.. .. 14... to the address given below..1 MISCELLANEOUS Arbitration If any dispute or difference shall arise between the Employer and the Contractor as to the execution of the Services or any matter or thing of whatsoever nature arising under this Agreement... The decision of the Arbitrator shall be final and binding on both parties.. Fax No : To the Employer Address : : ……………………………………………… ……………………………………………… ……………………………………………… ……………………………………. ………………………………………….2 Notice Except as otherwise specified in the Agreement. using the facilities and assistance available at the Centre...1972) or any statutory modification or reenactment thereof for the time being in force and the appointment of the Arbitrator shall be mutually agreed upon or failing such agreement...... Kuala Lumpur... or by registered mail or couriered or hand delivered against written receipt.. demand for information or documents required or authorized by this Agreement to be given to either party shall be given in writing and shall be sufficiently given if delivered by facsimile with registered mail confirmation.

7 Waiver The waiver or failure of any party hereto to enforce any right provided for by this Agreement shall not be deemed a waiver of any further or future right hereunder. 14. 14.9 Costs and Expense The cost and expense of preparing this Agreement shall be borne by the Employer.3 Applicable Law This Agreement shall be governed by and construed in accordance with the laws of Malaysia. In the event of any conflict or discrepancy between the terms of this Agreement and the terms of the Schedule.4 Schedules All schedules to this Agreement shall form part of this Agreement. 14.5 Language All notices or other communications under or in connection with this Agreement shall be in English. such provision shall be fully severable and this Agreement shall be construed as if such illegal or invalid provision had never comprised a part of this Agreement. 14. variation or amendment is in writing and executed by the parties. 14. EXECUTED as an Agreement on the date first appearing .8 Severability If any provision of this Agreement is held to be illegal or invalid under present or future laws or regulations effective and applicable during the term of this Agreement. variation or amendment of this Agreement shall have any legal effect or force unless such modification.14.6 Modification No modification. the terms of the Schedule shall prevail for the purposes of the interpretation and the enforcement of this Agreement. and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Agreement. 14.

SIGNED for and on behalf of) in the presence of : ) …………………………………………. (Witness) Name Designation/Title NRIC : …………………… : …………………… : …………………… Name : …………………… Designation/Title: …………………… NRIC : …………………… . (Witness) Name Designation/Title NRIC : …………………… : …………………… : …………………… Name : …………………… Designation/Title: …………………… NRIC : …………………… SIGNED for and on behalf of) In the presence of : ) ………………………………………….