GOVERNMENT OF MALAYSIA

STANDARD FORM OF DESIGN & BUILD / TURNKEY CONTRACT (PWD FORM DB/T)

CONDITIONS OF CONTRACT FOR DESIGN & BUILD AND TURNKEY PROJECTS (PWD FORM DB/T)

This form has been approved by Attorney Generals Chambers (Reference: PN. (Adv) 250)

GENERAL CONDITIONS OF CONTRACT

Table of Contents Clause ARTICLES OF AGREEMENT CONDITIONS OF CONTRACT 1. Interpretation, definitions, etc. 1.1 1.2 1.3 1.4 1.5 2. Method of reference to Clauses Articles etc. to be read as a whole Definitions Singular and Plural Terms Marginal Headings or Notes 1 1 1 1 3 3 3 3 3 Page AA/1

Contractor's Obligations 2.1 2.2 2.3.1 Contractors General Obligation Design Guarantee Any reference to Contractor's design to include design proposed by others. Contractors Design Responsibility Quality Assurance Contractors duties, etc not relieved Statutory Checks Contractor responsible for safety Care of the works. Excepted Risks Duties of the Contractor to inform of any accident, and failure etc. No remedial works by the Contractor unless directed. Contractor to render necessary assistance Urgent Repairs

4 4 4 4 4 4 4 5

2.3.2 2.4.1 2.4.2 2.5 2.6 2.7.1 2.7.2 2.8.1

6 6 6 6

2.8.2 2.8.3 2.8.4

ii

Table Of Contents (Cont'd)

Clause 2.9.1 2.9.2 2.9.3 Employment of Consultants Proposed Consultants Employment of Consultants with the consent of the P.D.

Page 7 7 7 7 7 8 8 8 8 9 9 9 10 10 10 10 10 10 11

2.10.1 Bumiputera Participation 2.10.2 List of Bumiputera organization 2.10.3 Default by Contractor 2.10.4 Contractors obligations unchanged 2.11.1 Programmed of works to be furnished 2.11.2 Action by the P.D. 2.11.3 Modified Programmed or Further Information 2.11.4 Programmed to be Revised 2.11.5 Contractor to remain responsible 3. P.D.'s right to take action Officer empowered to act on behalf of Government and to approve variations 4. P.D.'s Instructions 4.1 4.2 4.3 5. Notices Compliance with P.D.'s instructions Action of P.D. in the event of non-compliance with instructions P.D.'s instruction to be in writing

6.

Custody and Supply of Contract Documents 6.1 6.2 6.3 Custody of Contract Documents. Copies of Contract Documents. Drawings etc. of the Contractor.

11 11 11 11

iii

Table of Contents (Cont'd) Clause 6.4 6.5 6.6 6.7 7. Availability of documents on site. Supply by Contractor of `as built' drawings etc. Use of documents Contractor's plans and specifications to use S.I. Units. Page 11 11 12 12 12 12 12 12 13 13 13 13 13 13 14 14 14 14

Sufficiency of Contract Documents 7.1 7.2 7.3.1 7.3.2 Contractor to provide everything necessary Conditions to prevail Discrepancies Discrepancies within Contractors Proposals

8.

Materials, goods and workmanship 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 Standards and Codes of Practice Quality of materials, goods and workmanship Vouchers of materials and goods Checks and Tests Removal from Site - work, materials or goods Tests Cost of tests Further tests

9.

Restriction and Procedure on Use of Imported Materials and Goods 9.1 9.2 9.3 Contractor to use materials of Malaysian Origin Substitution of imported materials etc. with local materials Procurement based on FOB and use of Governments MTO Documentary evidence of compliance

15 15 15

15 15

9.4

iv

Table of Contents (Cont'd) Clause 10. Construction Plant, Equipment, Vehicles and Machineries 10.1 10.2 10.3 10.4 10.5 10.6 10.7 Payment of Port Dues Administration of Customs Authorities Importation by Agent Application of custom duties Landing Charges Customs Clearance Contractor to Supply Information Page 16 16 16 16 16 16 16 16

11. 12.

Non-removal of Materials and Equipment on site Statutory obligation, notices, fees and charges 12.1 Statutory Requirements 12.1.1 Compliance with Statutory Requirements 12.1.2 Divergence between Statutory Requirements and Contract Documents 12.1.3 Emergency Compliance with Statutory Requirement Fees, charges, rates or taxes

17 17 17 17 17 17 18 18 18 18 18 18 19 19 19 19 19

12.2

12.3.1 Effects of changes in Statutory Requirements after date of tender 12.3.2 Changes in Statutory Requirements requiring amendments to Contractors Proposals 13. Custom Dues and Taxation 13.1 13.2 13.3 14. Custom Dues Payment of tax on profit Payment of Income Tax by non-Malaysian Personnel

Antiquities 14.1 14.2 14.3 Effects of find of antiquities P.D.'s instructions on antiquities found Direct loss and/or expense

Table of Contents (Cont'd) Clause 15. Copyright, royalties and patent rights 15.1 15.2 15.3 16. 17. 18. Treatment of royalties etc., indemnity to Government P.D.'s instructions, treatment of royalties etc. Payment of royalties, etc. Page 19 19 20 20 20 21 21 21 21 21 22 22 22 22 22 22 23 23 23 23 23 23 23 24

Site boundaries and setting out Inspection of Site Employment of Workmen 18.1 18.2 18.3 18.4 18.5 Malaysian citizens Ratio of workmen Particulars of labor Source of labor Sub-contractors to comply

19. 20.

Compliance with Employment Act 1955 etc. Epidemics and Medical Attendance 20.1 20.2 Epidemic Medical attendance

21

Days and hours of working 21.1 21.2 Days and hours of working Contractor to bear costs

22.

Contractor's Project Manager 22.1 22.2 Employment of Contractor's Project Manager Instructions given to Contractor's Project Manager

23. 24.

Wages books and time sheets Default in payment of wages

vi

Table of Contents (Cont'd) Clause 25. 26. 27. Discharge of Workmen Access for P.D. to the Works Variations 27.1 27.2 27.3 27.4 27.5 28. Definition Instructed variation Variations for the purpose of suitability, functionality and safety Cost to be borne by Contractor Contractors obligations unchanged Page 24 24 25 25 25 26 26 26 26 26 26 26 26 27 27 27 27 28 28 28 28 28 28

Valuation of Variations 28.1 28.2 28.3 28.4 28.5 28.6 28.7 28.8 Valuation of instructed Variation Valuation of omission of work Allowance for site administration etc. Day works Variation by Contractor affecting other works Fair Valuation No allowance to be made for loss or expense Adjustment of Contract Sum

29.

Provisional Sums 29.1 29.2 Definition Adjustment of Contract Sum in respect of Provisional Sums

30.

Contract Sum 30.1 30.2 Adjustment of Contract Sum to be in accordance with the Conditions Adjustment of Contract Sum to be accounted for in the Interim Payments

vii

Table of Contents (Cont'd) Clause 31. Sub-letting and Assignment 31.1 31.2 31.3 31.4 31.5 Sub-letting of design Sub-letting of Works Determination of Sub-contract Employment of Sub-Contractor Assignment of benefit Page 28 28 29 29 29 29

32.

Artists and Tradesmen

29

33.

Government's Indemnity in respect of Injury to Persons and Damage to Property 33.1 33.2 33.3 Injury to persons Damages to Property Negligence of Government or P.D.

30 30 30 30

34.

Insurance against Injury to Persons and damage to Property 34.1 34.2 34.3 34.4 Insurance for personal injury or damage to property Insurance Liability etc. of Government Production of Policies Default in insuring

30 30 31 31 31

35. 36.

Indemnities to Government in respect of claims by Workmen Employees Social Security Act, 1969 36.1 36.2 36.3 Registration with SOCSO Scheme Payment of Contribution Default by Contractor

32 32 32 32 32

viii

Table of Contents (Cont'd) Clause 37. Insurance of Works 37.1 37.2 37.3 37.4 Risks to be insured Production of policies Default in renewing insurance Application of insurance money Page 33 33 33 33 33

38.

Performance Bond 38.1 a) Condition precedent and validity of Bankers/Insurance Guarantee b) Performance Guarantee Sum in lieu of Bankers/Insurance Guarantee 38.2 38.3 38.4 Application Release of Performance Bond Forfeiture

34 34 34 34 34 34

39.

Possession of Site 39.1 39.2 39.3 39.4 39.5 Condition precedent to commencement of work Date for possession Possession by stages Delay in giving possession of whole, sections or parts of the Site a) Delay in giving possession of whole of the Site beyond ninety (90) days b) Delay in giving possession of section or parts of the site beyond ninety (90) days Postponement

35 35 35 35 35 35 36 36

39.6 40.

Mutual Termination 40.1 Notice of Termination 37

ix

Table of Contents (Cont'd) Clause 40.2 40.3 40.4 40.5 40.6 Removal and disposal of Contractors Equipment etc. Payment on Termination Works practically completed Final account upon termination Contract to Continue in force Page 37 37 38 38 38

41.

Completion of the Works 41.1 41.2 41.3 Date of completion Certificate of Practical Completion Time, the essence of Contract

38 38 38 38

42.

Damages for non-completion 42.1 42.2 42.3 Damages for Non-completion and written notification to the Contractor Reimbursement of Liquidated Damages Intervention of Variations

38 38 39 39

43.

Sectional completion

39

44.

Partial Occupation/Taking over by Government (a) Certificate of Partial Occupation (b) Defects Liability (c) Certificate of Completion of Making Good Defects (d) Insurance of Works (e) Reduction of Liquidated and Ascertained Damages (f) Performance Bond not affected

40 40 40 40 40 40 41

Table of Contents (Cont'd) Clause 45. Delay and Extension of Time 45.1 45.2 46. Delay and Extension of Time Claims for Loss and/or Expense due to delay Page 41 41 43 43 43 43 44 44 44 44 44 44 44 45 45 45 45 46 46 46 46 46 47 47 xi

Procedure for Claims 46.1 46.2 Notice of Claims Submission of claims

47.

Testing and Commissioning of Mechanical, Electrical and Other Services 47.1 47.2 47.3 47.4 47.5 47.6 Requirements for Testing and Commissioning Failure to pass tests Notice of tests Further Adjustments to Controls Records of tests Commissioning of Equipment

48.

Defects After Completion 48.1 48.2 48.3 48.4 48.5 Defects Liability Period Schedules of Defects Default of the Contractor Diminution in the value of the Works due to defects etc. Certificate of Completion of Making Good Defects

49. 50.

Unfulfilled Obligations Interim Payments 50.1 a) Interim Payments based on Payment Schedule b) Interim Payments based on Valuation of Works 50.2 Application for Interim Payments

Table of Contents (Cont'd) Clause 50.3 a) Interim Certificate based on Payment Schedule b) Interim Certificate based on Valuation of Works c) Honoring of Interim Certificate 51. Final Account and Final Certificate 51.1 51.2 51.3 51.4 51.5 51.6 52. 53. 54. Final Account Final Certificate Contractors delay in submission of final account Final certificate to be conclusive Right of deduction by Government Condition Precedent to Final Payment Page 47 48 48 49 49 49 49 49 49 49 50 50 51 51 51 52 54 54 54

Effect of P.Ds Certificates and Payment by Government Deduction from Money Due to Contractor Determination of Contractor Employment 54.1 54.2 54.3 Defaults of Contractor Bankruptcy or insolvency Effect of determination of Contractors Employment

55. 56.

Effect of War or Earthquake Arbitration 56.1 56.2 Reference to the Officer named in Appendix 1 for a decision Decision of the Officer named in Appendix 1 to be binding until completion of Works Reference to the Arbitrator Reference to Arbitrator shall not be commenced until after completion of the Works Powers of the Arbitrator

54 54

56.3 56.4

55 55 xii

56.5

Table of Contents (Cont'd) Clause 56.6 56.7 56.8 56.9 Discretion of the Arbitrator in respect of costs and award Award of Arbitrator is final Appointer of Arbitrator Arbitration Act 1952 Page 55 55 55 55

57.

Law Governing this Contract 57.1 57.2 Malaysian Law Contractor to accept the decision of Malaysian Court or Arbitrator Enforcement of any decision or award in Contractors country of domicile

56 56

56

57.3

56

58.

Stamp Duty

56

SPECIAL CONDITIONS *59. *60. Maintenance of Works and Services Direct Payments and Consultancy Agreement with Contractors Consultants 57 58

* Delete whichever is not applicable

xiii