Ref - Determination

Form CSA2014-Engineering(incl.
SOF 1998)
CONSULTANCY SERVICES
Specify full name of project

FOR .............................................................................
Specify contract number

CONTRACT NO. : ..................................................
BETWEEN
THE GOVERNMENT OF MALAYSIA
AND
Name of consultancy firm

………………………………………………………….
Company registration no with Suruhanjaya Syarikat Malaysia (local company) or

Board of Engineering Consultancy Practice Registration. If foreign companies specify
its registration number in its country)
(COMPANY NO. :................................................................................................)
1
Form CSA2014-Engineering(incl. SOF 1998)
Table of Contents

1.0 DEFINITIONS AND INTERPRETATIONS...................................................... 7
1.1. Definitions.................................................................................................... 7
1.1. Interpretations ............................................................................................. 8
1.2. Entire Agreement ........................................................................................ 9
2.0 APPOINTMENT AND CONSIDERATION ...................................................... 9
3.0 EEFECTIVE DATE AND DURATION OF THIS AGREEMENT .................... 10
3.1. Contract Period ......................................................................................... 10
3.2. Extension of Contract Period ................................................................... 10
4.0 CE’S REPRESENTATIONS AND WARRANTIES ........................................ 11
5.0 CE’S OBLIGATIONS .................................................................................... 12
5.1. Quality of Services .................................................................................... 12
5.2. Timeliness of Services ............................................................................. 12
5.3. Consequences of Delay ............................................................................ 12
5.4. Instructions by The Government ............................................................. 13
5.5. Design Services ........................................................................................ 13
5.6. CE’s Personnel .......................................................................................... 14
5.7. Information and Records .......................................................................... 15
5.8. Liability ...................................................................................................... 15
5.9. Indemnity ................................................................................................... 15
5.10. Insurance ................................................................................................ 16
5.11. Professional Indemnity Insurance........................................................ 16
5.12. Emergency and Accident ...................................................................... 17
5.13. Confidentiality ........................................................................................ 18
5.14. Notice of Delay ....................................................................................... 19
5.15. Assistance in Arbitration Inquiry or Litigation .................................... 19
5.16. Situation Beyond Control Of CE ........................................................... 19
5.17. Prohibition on Association ................................................................... 20
5.18. Prohibition on Conflicting Activities .................................................... 20
5.19. Independent Consultant ........................................................................ 20
5.20. Technology and Knowledge Transfer .................................................. 20
5.21. Intellectual Property Rights .................................................................. 21
6.0 GOVERNMENT’S OBLIGATIONS ............................................................... 22
6.1. Appointment of GR ................................................................................... 22
6.2. Obligation to give instructions, decisions, etc. without delay .............. 22
2
6.3. Obligation to Supply Relevant Information and Assistance ................. 22

6.4. Payment to the CE for Services ............................................................... 23
6.5. Withholding Payment ............................................................................... 24
7.0 GOVERNMENT’S RIGHTS .......................................................................... 24
7.1. Proprietary Rights of The Government in Relation to Documents ....... 24
8.0 DISPUTE RESOLUTION.............................................................................. 25
8.1. Dispute Resolution by Government Representative .............................. 25
8.2. Dispute Resolution Committee ................................................................ 25
8.3. Arbitration .................................................................................................. 26
9.0 SUSPENSION .............................................................................................. 27
9.1. Suspension and Resumption of Services ............................................... 27
9.2. Extension of Time ..................................................................................... 27
9.3. Consequences of Mutual Termination .................................................... 28
10.0 TERMINATION BY THE GOVERNMENT .................................................... 28
10.1. Withholding Payment ............................................................................ 28
10.2. Default by the CE ................................................................................... 28
10.3. Events of Default.................................................................................... 29
10.4. Consequences of Termination by the Government ............................ 29
11.0 TERMINATION BY THE CE ......................................................................... 30
11.1. Consequences of Termination by the CE ............................................ 30
12.0 TERMINATION ON NATIONAL INTEREST ................................................. 31
13.0 TERMINATION ON CORRUPTION, UNLAWFUL OR ILLEGAL ACTIVITIES31
14.0 FORCE MAJEURE ....................................................................................... 32
14.1. Events ..................................................................................................... 32
14.2. Notification of Force Majeure ............................................................... 32
14.3. Termination by Force Majeure .............................................................. 33
14.4. Consequences of Termination due to Event of Force Majeure.......... 33
14.5. Delay ....................................................................................................... 33
14.6. Restoration ............................................................................................. 33
14.7. Insurance ................................................................................................ 34
15.0 AMENDMENT .............................................................................................. 34
16.0 NOTICES ..................................................................................................... 34
17.0 GOVERNING LAW ....................................................................................... 34
18.0 COMPLIANCE WITH LAWS AND REGULATIONS ..................................... 35
19.0 SEVERABILITY ............................................................................................ 35
20.0 RELATIONSHIP OF THE PARTIES ............................................................. 35
21.0 ADVERTISEMENT ....................................................................................... 35
22.0 TIME ............................................................................................................. 35
23.0 COSTS AND STAMP DUTY ........................................................................ 35
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24.0 INCOME TAX ............................................................................................... 35

25.0 SCHEDULES AND APPENDICES ............................................................... 36
26.0 WAIVER ....................................................................................................... 36
27.0 CUSTODY OF AGREEMENT ...................................................................... 36
28.0 SUCCESSORS BOUND .............................................................................. 36
SPECIAL PROVISIONS ......................................................................................... 36
SIGNATORIES TO THE AGREEMENT ................................................................. 38
PART A : SCHEDULE OF SERVICES ................................................................... 39
1.0 TYPES OF PROFESSIONAL SERVICES .................................................... 39
2.0 BASIC PROFESSIONAL SERVICES ........................................................... 40
2.1. Type A Works - Basic Professional Services ......................................... 40
2.2. Type B Works - Basic Professional Services ......................................... 43
2.3. Type C Works - Basic Professional Services ......................................... 47
3.0 ADDITIONAL PROFESSIONAL SERVICES NOT INCLUDED IN BASIC
PROFESSIONAL SERVICES ................................................................................ 50
3.1. Type A Works - Additional Professional Services ................................. 50
3.2. Type B Works - Additional Professional Services ................................. 51
3.3. Type C Works - Additional Professional Services ................................. 53
4.0 SUPERVISION ON SITE.............................................................................. 55
PART B : SCHEDULE OF FEES ........................................................................... 55
1.0 PAYMENT FOR PROFESSIONAL SERVICES ............................................ 55
2.0 PAYMENT ON THE BASIS OF SCALE OF FEES ....................................... 55
2.1. Definition Of Cost Of Works ..................................................................... 56
2.2. Scale Of Fees For Basic Services............................................................ 57
3.0 PAYMENT ON THE BASIS OF TIME COST ................................................ 60
4.0 DISBURSEMENTS / REIMBURSIBLES....................................................... 60
5.0 OTHER PAYMENTS .................................................................................... 60
5.1. Payment For Other Consultants Or Specialist Technical Advice ......... 60
5.2. Payment For Use Of Special Equipment ................................................. 60
5.3. Payment for Alteration or Modification To Design ................................. 61
5.4. Payment When Works Are Damaged or Destroyed ............................... 61
5.5. Payment Following Termination or Suspension by the Government ... 61
6.0 STAGES OF PAYMENT OF FEES .............................................................. 63
APPENDIX 1 : TERMS OF REFERENCE .............................................................. 65
APPENDIX 2 : TECHNICAL DOCUMENTS FOR PROJECT IMPLEMENTATION 66
APPENDIX 3 : LETTER OF ACCEPTANCE .......................................................... 67
APPENDIX 4 : CERTIFICATE OF REGISTRATION WITH PROFESSIONAL BOARD
............................................................................................................................... 68
APPENDIX 5 : DELIVERABLES ............................................................................ 69
APPENDIX 6A : SUMMARY OF TOTAL CONSULTING COST ............................. 70
APPENDIX 6B : CONSULTING FEES ................................................................... 71
APPENDIX 6C : OUT OF POCKET EXPENSES ................................................... 72
APPENDIX 7 : SCHEDULE OF AGREED ITEMS .................................................. 73
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APPENDIX 8 : SERVICES IMPLEMENTATION SCHEDULE ................................ 74

APPENDIX 9 : CE’S PERSONNEL ........................................................................ 75
APPENDIX 10 : CE’S PERSONNEL TIME INPUT SCHEDULE ............................ 76
APPENDIX 11 : CE’S SERVICES TAX LICENSE .................................................. 77
APPENDIX 12 : SCHEDULE OF PAYMENT ......................................................... 78
5
Specify contract number
CONTRACT NO. : ……………………..
“RECITALS”
THIS AGREEMENT is made on …………..day

Date (day) of …………………
Month and year
BETWEEN
Name of Government Agency

THE GOVERNMENT OF MALAYSIA as represented by……………………………..
Specify full address
whose address is at ………….………..(hereinafter referred to as “the Government”)
of the first part;
AND
Name of the sole proprietorship/partnership/body corporate, (whichever is applicable)
……………………………………………………………………,
Suruhanjaya Syarikat Malaysia Registration No./ Ministry of Finance Registration No
…………………………………………………………………… and Board of Engineering
Consultancy Practice Registration No.………………………., Specifyaregistration number
sole proprietorship or
partnership registered in Malaysia or a body corporate incorporated under the
Companies Act 1965 (whichever is applicable) and practising as an Engineering
Consultancy Practice, having its registered office at ………………………hereinafter
Specify full to
referred address
as “CE”) of the other part.
The Government and the CE shall individually be referred as the “Party“ and
collectively referred to as the “Parties”.
WHEREAS -
Specify full name of project
(A) The Government intends to construct and complete………………..…………….
(hereinafter referred to as “the Project”) and is desirous of obtaining
(hereinafter referred to as “the Services”) from the CE in connection with the
Specify field of the consultancy service
………..…………………..……(hereinafter referred to as "the Works").
(B) The CE has submitted its proposal to the Government on the scope for the
Services and both Parties have agreed on the scope of Services as per the
Terms of Reference specified in Appendix 1 and Technical Documents in
Appendix 2 of this Agreement.
(C) In furtherance of such intention, the Government has agreed to appoint the CE
and the CE has agreed to such appointment to provide the Services necessary
for the effective implementation of the Project. A copy of the Letter of
Acceptance dated ….…………………......
Date issued by Government is attached in Appendix 3 of this
Agreement.
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NOW IT IS HEREBY AGREED as follows:
PART A
GENERAL
1.0 DEFINITIONS AND INTERPRETATIONS
1.1. Definitions

Under this Agreement, unless the context otherwise requires the following
words and expressions used under this Agreement shall have the following
meanings:
(a) “Agreement” means this document and shall comprise the clauses,
schedules and appendices of this Agreement and include any
supplemental written agreement thereto as may be executed and be in
force from time to time or any time;
(b) ‘’Associated Consultant” means other consultant(s) engaged by the CE

upon request and approval by the Government to carry out services for
any part of the project;
(c) “CE” means the engineering consultancy firm named in the Recitals of
this Agreement, (a sole proprietorship, partnership or body corporate
(whichever is applicable) which is established or incorporated under the
laws of Malaysia (for a body corporate – “Companies Act 1965 [Act
125]”) and registered under the Registration of Engineers Act 1967 [Act
138] and engaged to provide professional engineering consultancy
services to the Government under this Agreement and shall include its
personnel, servants, agents, heirs, administrators, successors and duly
appointed representatives. A copy of the Certificate of Registration
under the Registration of Engineers Act 1967 [Act 138] is attached in
Appendix 4;
(d) “Contractor” means any sole proprietorship, partnership or company

engaged by the Government under a contract for the Project or to supply
goods in connection with the Project or both and includes sub-
contractors;
(e) “Contract Price” means the ceiling of total consulting fee and ceiling out
of pocket expenses as specified under clause 2.0;
(f) Contract Period means the contract period as prescribed under Clause
3.1 herein;
(g) “Cost of Works” means the cost incurred by the Government for the
Works as particularly specified under the Schedules of this Agreement
(Part B -Schedule of Fees);
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(h) “Defects Liability Period” is as provided in the contract between the

Government and Contractor;
(i) “Deliverables” means all deliverables (including designs, drawings,

details, plans, calculations and reports) as specified in Appendix 5 to be
submitted to the Government by the CE as particularly specified in the
Terms of Reference in Appendix 1 of this Agreement;
(j) “Government’s Representative (“GR”) means the person under item 5 in

Appendix 7 or such other person as may be appointed from time to time
by the Government and notified in writing to the CE to carry out the duties
of the GR and the person so designated or appointed may be described
by position;
(k) “Services” means the professional consultancy services for the project
which the Government has engaged the CE to perform in accordance
with the Terms of Reference, Technical Documents and Deliverables as
specified in Appendices 1, 2 and 5;
(l) “Professional Indemnity Insurance” means the insurances taken and

maintained by the CE covering its liability in respect of any negligence,
error or omission acts of CE and its employees under Clause 5.11;
(m) “Project” means the project of which the Works form a part;
(n) “Works” means the works described briefly in Recital (A) of this
Agreement which the Government has engaged the CE to perform
professional services and which may comprise those as specified under
the Schedules of this Agreement (Part A - Schedule of Services).
1.1. Interpretations
Under this Agreement, except to the extent that the context otherwise requires:
(a) references to any law, legislation or to any provisions of any law and
legislation shall include any statutory modification or re-enactment of, or
any legal or legislative provision substituted for and all legal or statutory
instruments issued under the legislation or provisions;
(b) references to clauses, appendices, and schedules are references to

Clauses, Appendices, and Schedules of this Agreement;
(c) words denoting the singular shall include the plural and vice versa;
(d) words denoting individuals shall include corporations and vice versa;
(e) recitals and headings are for convenience only and shall not affect the
interpretation thereof;
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(f) reference to clauses shall be read in the case of sub-clauses,

paragraphs and sub-paragraphs as being references to sub-clauses,
paragraphs and sub-paragraphs as may be appropriate;
(g) the Appendices hereto and any documents therein referred to shall be
taken, read and construed as an essential and integral part of this
Agreement PROVIDED HOWEVER that in the event of any conflict
between the clauses and the Appendices of this Agreement, the clauses
shall prevail;
(h) the expression of "this Agreement" or any similar expression shall

include any supplemental written agreement thereto as may be executed
and be in force from time to time or any time;
(i) references to any document or agreement shall be deemed to include

references to such document or agreement as amended, novated,
supplemented, varied or replaced from time to time;
(j) words denoting any gender shall include all genders;
(k) any reference to an “approval” is a reference to an approval in writing;

and “approved” shall be construed accordingly;
(l) any reference to an “amendment” includes any variation, deletion or

additions, and “amend” or “amended” shall be construed accordingly;
(m) any technical term not specifically defined under this Agreement shall be
construed in accordance with the general practice of such relevant
profession in Malaysia;
(n) for the purpose of calculating any period of time stipulated herein, or
when an act is required to be done within a specified period after or from
a specified date, the period is inclusive of, and time begins to run from,
the date so specified;
(o) wherever there shall appear any reference to a time within which an act
should be done or agreement reached or consent given, such reference
shall be deemed to be read as including the expression "or any other
period agreed in writing between the Parties from time to time";
(p) any reference to a “day”, “week”, “month” or “year” is a reference to that

day, week, month or year in accordance with the Gregorian calendar.

1.2. Entire Agreement

This Agreement contains the entire understanding between the Parties with
respect to the subject matter hereof and supersedes all prior agreements or
understandings, inducements or conditions, express or implied, oral or written.

2.0 APPOINTMENT AND CONSIDERATION

9
The Government hereby appoints the CE and the CE accepts the appointment
Specify total cost in word format Specify total cost in number format
to provide the Services for a consideration of Ringgit ……………………………
only (RM……………………………..) as the ceiling contract amount (hereinafter
referred to as the “Contract Price” and specified in Appendix 6A of this
Specify consulting fee in word format
Agreement) which consists of RinggitSpecify consulting fee in number format
Malaysia …………………………… only
(RM……………………………………) as the ceiling consulting fee (as specified
Specify out of pocket expenses in word format
in Appendix 6B of this Agreement) and Ringgit
Specify out of pocket expenses in number format
………………………………………………………………………….. only
(RM…………………………………………) as the ceiling out of pocket expenses
Specify out of pocket expenses in number format
(as specified in Appendix 6C of this Agreement) subject to the terms and

conditions set forth in Date issued by Government
this Agreement as per the Letter of Acceptance dated
…………………………………. Date issued by Government
(as specified in Appendix 3 of this Agreement).
3.0 EEFECTIVE DATE AND DURATION OF THIS AGREEMENT

3.1. Contract Period
Specify duration of consultancy period
This Agreement shall be for a period of………………………………………… as
(week/month/year)
specified under item 2 in Appendix 7 (hereinafter referred to as the “Contract
Period”) commencing from …………………(hereinafter
Specify start date referred to as
“Commencement Date”) and shall expire on the date stated under item 3 in
Appendix 7 (hereinafter referred to as the “Contract Expiry Date”) unless
terminated earlier in accordance with the provisions of Part E of this Agreement.
3.2. Extension of Contract Period

(a) The CE shall, upon it becoming reasonably apparent that the progress
of the Services is delayed, apply in writing to the Government for the
approval of extension of the Contract Period. The CE shall further furnish
to the Government relevant information as to the causes of delay
together with a revised Services Implementation Schedule and
estimated revised cost (if any), for the approval of the Government.
(b) The Government shall have the absolute discretion whether or not to
consider such application. In the event the Government agrees to extend
the contract period, the Parties may, as soon as reasonably practicable,
negotiate the terms and conditions of such extension
…………………………………….
Specify period prior to the Contract Expiry Date as
specified under item 4 in Appendix 7. If the Parties fail to reach an
agreement, this Agreement shall automatically expire on the Contract
Expiry Date.
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PART B
CE’S REPRESENTATIONS, WARRANTIES AND OBLIGATIONS
4.0 CE’S REPRESENTATIONS AND WARRANTIES

The CE hereby represents and warrants to the Government that –
(a) it is a corporation validly existing under the laws of Malaysia;
(b) it is registered as a consultancy firm with the Ministry of Finance

Malaysia (MOF);
(c) the CE is a body corporate or partnership or sole proprietorship

registered under the Registration of Engineers Act 1967 [Act 138] and
exists validly under the laws of Malaysia;
(d) the CE shall keep current all such registrations and ensure their validity
throughout the duration of this Agreement;
(e) the CE has the legal capacity to enter into and perform its obligations
under this Agreement and to carry out the Services as contemplated by
this Agreement;
(f) the CE has taken all necessary actions to authorize the entry into and
performance of this Agreement and to carry out the Services
contemplated by this Agreement;
(g) as at the execution date, neither the execution nor performance by the
CE of this Agreement nor any transactions contemplated by this
Agreement will violate in any respect any provision of –
(i) its Memorandum and Articles of Association; or
(ii) any other document or agreement which is binding upon it or its

assets;
(h) no litigation, arbitration, tax claim, dispute or administrative proceeding

is presently current or pending or, to its knowledge, threatened, which is
likely to have a material adverse effect upon it or its ability to perform its
financial or other obligations under this Agreement;
(i) no corruption or unlawful or illegal activities or practices have been used

to secure this Agreement;
(i) this Agreement constitutes a legal, valid and binding obligation of the CE
and is enforceable in accordance with its terms and conditions;
(j) it has the necessary financial, technical, and professional capability and
expertise to provide the Services under this Agreement,
11
and the CE acknowledges that the Government has entered into this Agreement in
reliance on its representations and warranties as aforesaid.
5.0 CE’S OBLIGATIONS

5.1. Quality of Services
(a) The CE shall maintain a professional standard of service and

competence and shall exercise all reasonable skill, care and diligence in
the discharge of the professional services agreed to be performed in this
Agreement in the best interests of the Government and, in so far as their
duties are discretionary, shall act fairly between the Government and
any third party.
(b) The CE shall have sufficient knowledge of current Local Authority

requirements, bye-laws, local land acts and other regulations relating to
the Project, and shall advice the Government accordingly in matters
affecting the implementation of the Project.
5.2. Timeliness of Services
(a) The CE shall prepare a draft services implementation schedule

incorporating the key dates specified for carrying out the Services which
shall be in accordance with the requirements of the Terms of Reference,
for the approval of the Government.
(b) The agreed draft service implementation schedule as approved by the

Government shall be the Service Implementation Schedule as in
Appendix 8; which shall be amended only with the approval of the
Government. Any subsequent changes or amendments approved by the
Government shall form part and be read together with the Service
Implementation Schedule.
(c) The CE shall provide to the Government scheduled progress reports in

such form and details as prescribed in the Terms of Reference.
(d) The CE shall keep the GR informed on a day to day basis of all
instructions, variations and design changes made or authorized by the
CE.
5.3. Consequences of Delay
(a) If the CE fails to deliver any Deliverables by the due date(s) agreed by
both parties as specified in Appendix 5 of this Agreement without
reasonable cause, the CE shall pay Liquidated and Ascertained
Damages (LAD) to the Government for the delay. The period of delay
shall be calculated beginning from the scheduled delivery date and
ending on the actual date as delivered and submitted to the Government.
12
(b) The LAD shall be computed on a daily basis for each day of delay at
every stage of deliverables based on the formula specified under item 8
in Appendix 7 of this Agreement.
5.4. Instructions by The Government
(a) The CE shall comply with all instructions issued by the Government in
regard to matters expressly empowered under this Agreement. The CE
shall follow the Government procedures so far as possible and shall
obtain prior approval in writing from the Government of any departures
from such procedures. Nothing in this clause shall be deemed to affect
the responsibilities of the CE in connection with the Services.
(b) The CE shall attend or be represented at all meetings convened by the

Government to which the CE may be summoned, and shall advise and
assist the Government on all matters relating to the Services.
5.5. Design Services

(a) Where the CE is required by the Government to provide design services,
the CE shall guarantee the Government that such design shall be
suitable, functional, safe and in compliance with the design standard and
specification of the Works.
(b) The CE shall use due skill and care to ensure that the design of all parts
of the Works for which the CE is responsible under this Agreement is in
accordance with the laws and regulations and other statutory and
regulatory requirement applicable to the Works.
(c) The CE shall strictly comply with the project brief and approved ceiling
project cost as specified under the Terms of Reference. The CE shall
not without prior written approval of the Government amend the project
brief which in the opinion of the CE is likely to increase the project cost.
(d) All drawings, designs, plans, specifications, bills of quantities or other

documents, matters or things prepared by the CE for or in connection
with any invitation for tenders shall not be used for any other such
purposes unless they shall first have been approved by the GR. The
approval by the GR shall not relieve the CE of its obligations in
connection with the Services.
(e) All designs, calculations, drawings and documents and any other
deliverables in relation to the Services to be provided by the CE to the
Government shall be approved and signed by the CE.
(f) The CE shall not without prior written approval of the Government, make
amendments to any approved design or give any instruction which is
likely to increase the cost of the project, unless the variations are of an
emergency nature and any delay in carrying out such variation works
can cause claims against the Government or involve danger to life and
13
property and in the circumstance it is impracticable for the CE to obtain

such approval. In such circumstances, the CE shall seek the approval of
the Government as soon as possible of such variation works.
(g) If during construction any defect or damage shall occur to the Works or
any part thereof or if there shall arise a need for a variation to the Works,
as a result of any defect, fault, insufficiency or inadequacy in the design,
the Government shall issue to the CE a notice specifying the default and
requiring the CE to remedy the same within the period specified by GR
at the CE’s own cost and expense. If the same is not remedied, the
Government shall be entitled, without prejudice to any other rights or
remedies it may possess against the CE under this Agreement or at law,
to claim and recover from the CE any payment for any loss/claims and/or
damages suffered or any other expenses incurred as a result thereof.
(h) Notwithstanding clause 5.5(g), the Government may elect to remedy the
defect, fault, insufficiency or inadequacy in the design as at the time such
defect, fault, insufficiency or inadequacy is established and the
Government shall be entitled to deduct the amount up to the limit of sum
certified by the GR to be the sum required to remedy the same from any
money due or to become due to the CE under this Agreement, failing
which such sum shall be recovered from the Professional Indemnity
Insurances taken by the CE or as a debt from the CE.
5.6. CE’s Personnel
(a) The CE shall provide efficient, suitably qualified and experienced

Personnel and acceptable to the Government to carry out the Services.
(b) The Services shall be carried out by the CE’s Personnel as specified
under Appendix 9 hereof within the time and stage as specified in the
Service Implementation Schedule in Appendix 8.
(c) The Project Manager of the CE as specified in Appendix 9 shall be

responsible for the management of the CE’s Personnel for the Services
as well as to act as liaison between the CE and the Government.
(d) There shall be no changes or substitutions in the CE’s Personnel set

forth in Appendix 9 without the prior written approval of the Government.
If for any reason beyond the reasonable control of the CE, it becomes
necessary to replace any of the CE’s Personnel, the CE shall forthwith
provide as a replacement, a person of equivalent or better qualification
and experience to the Government at no additional cost to the
Government of which the Government shall consider without undue
delay.
(e) In the event the number of CE’s Personnel as specified in Appendix 9

is reduced without the prior written approval of the Government, the
Government shall have the right to deduct the Consulting Fee based on
CE’s Personnel Time Input Schedule as specified in Appendix 10.
14
(f) The CE shall ensure that any changes, substitution or replacement of

Personnel shall not affect the term and the implementation for the
provision of the Services.
5.7. Information and Records

(a) The CE shall furnish the Government such information in relation to the
Services as the Government may from time to time reasonably request.
(b) The CE shall keep accurate, systematic and up-to-date records and
accounts in respect of the provision of the Services in such form and
details as is customary in the profession or as may be required by the
Government from time to time as shall be sufficient to establish
accurately that the costs and expenditure referred to in Appendix 6A,
Appendix 6B and Appendix 6C of this Agreement have been duly
incurred.
(c) The CE shall permit the GR from time to time to inspect their records and
accounts relating to the Services and to make copies thereof and shall
permit the Government or any person authorized by the Government,
from time to time, to audit such records and accounts during the
performance of the Services.
(d) In the event of failure occurring after the completion of the Project, the
CE may be required by the Government to submit a report detailing
probable cause and remedial action. References shall be made to all
kept records and accounts.
5.8. Liability

The CE agrees that it shall provide the Services under this Agreement in good
faith and hereby warrants that the Services provided under this Agreement
meet the professional standards for consultancy in the relevant field.
5.9. Indemnity
The CE agrees with the Government that –
(a) the CE shall perform all of its obligations under this Agreement at its own
risk and releases, to the fullest extent permitted by law, and shall
indemnify and keep 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 carrying out of the Services 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 and the CE 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.
15
(b) the CE shall indemnify and keep the Government indemnified from and
against all actions, suits, claim or demands, proceedings, losses,
damages, compensation, costs (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 or act, misuse or abuse by the CE or the CE’s
Personnel, servants, agents or employees appointed by the CE in
the performance of the Services; or
(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 the Services by the CE to any person
and not caused by the negligence or willful 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 Services to the extent to which the same
is occasioned or contributed to by the act, error, omission, neglect,
breach or default of the CE or the CE’s Personnel, servants, agents
or employees; and
(c) the obligations under this clause shall continue after the expiry or earlier
termination of this Agreement in respect of any act, deed, matter or thing
happening before such expiration or termination of this Agreement.
5.10. Insurance
The CE shall its own cost and expense effect and maintain all necessary
insurance including insurances for its professional engineer, graduate engineer,
sub-professional staff and employees. The insurance shall be valid until the
expiry of the Defect Liability Period.
5.11. Professional Indemnity Insurance

(a) The CE warrants that the CE has taken and is maintaining its own cost
and expense a profesional indemnity insurance covering its liabilities in
respect of any act of negligence, error or omission of the CE, its
employees, partners, servants and any persons under its supervision in
the course of providing the Services under this Agreement. The
professional indemnity insurance shall be valid and irrevocable not less
that twelve (12) months after the expiry of the Defect Liability Period.
(b) The GR may at any time request the CE to produce a copy of the
insurance policy as evidence that the insurances required under this
clause are being maintained and remain valid not less than twelve (12)
months after the expiry of the Defect Liability Period.
16
5.12. Emergency and Accident
(a) Where any accident, failure or other event occurs due to any cause
whatsoever to, in or in connection with the Services provided for the
Works or any part thereof either during the execution of the Works or
during the Defect Liability Period or the period thereafter, the CE shall
immediately report to the Government of the accident, failure or event
together with the CE’s proposal on any interim measures required to be
taken.
(b) The CE shall conduct a full investigation on the accident, failure or event
if directed in writing by the Government in order to determine the cause
or reason for the accident, failure or event and submit a report of the
investigation to the Government together with the CE’s proposals for
remedial works in respect thereof.
(c) If the Government directs the CE to carry out any remedial works as
specified under clause 5.12 (b), the CE shall carry out the remedial
works within fourteen (14) days from the date of the written direction.
(d) The CE shall immediately obtain the approval of the Government before
giving any instruction for any variation of works required if an accident,
failure or event had occurred and any delay in carrying out the variation
will cause claims against the Government or involve danger to life or
property.
(e) In the event that the Government decides that the investigation in
relation to the accident, failure or event which occurred should be carried
out by the Government, its employee or any person or body appointed
or authorized by the Government, the CE shall give full co-operation and
render all necessary assistance and facilities including the giving of
access to all specifications, designs, records and other available
information relating to the Works as may be required by the Government,
its employee or such authorized person or body at no additional cost.
(f) If the accident, failure or event occurred is not due to the negligence,
error, omission, default or poor supervision of the CE, then the Services
provided by the CE hereto during the Defect Liability Period shall be
construed as Additional Professional Services not included in Basic
Professional Services and be paid accordingly by the Government and
any services required from a third party for works not within the scope of
Basic Professional Services described in Appendix 1 of this Agreement
shall also be paid accordingly by the Government.
(g) If the investigation reveals that the accident, failure or event which
occurred is due to the negligence, error, omission, default or poor
supervision of the CE, and its negligence, error, omission, default or poor
supervision had resulted in injury, damage or loss of any person or
property, then the CE shall be responsible for the injury, damage or loss
caused to any person or property and shall undertake to−
17
(i) pay any person for the injury, damage or loss suffered by any
person or his property; and
(ii) repair, replace or make good all injury, damages and/or pay all
expenses and costs pertaining to injury and loss suffered by that
person or his property.
(h) In the event that the CE fails to comply with clause 5.12(g) and the
Government is held liable for damages to any person for injury, damage
or loss suffered, or has to repair or make good such damages and/or
losses, such payment shall be deducted from any payment due to the
CE under this Agreement or shall be claimed from the CE as a debt due
to the Government.

5.13. Confidentiality
(a) Except with the prior written consent or the instructions of the
Government, the CE shall not at any time communicate to any person or
body or entity any confidential information disclosed to the CE for the
purpose of the provision of the Services or discovered by the CE in the
course of this provision and performance of the Services; nor make
public any information as to the recommendations, assessments and
opinions formulated in the course of or as a result of the provision and
performance of the Services; nor make or cause to be made any
press statement or otherwise relating to the Services; nor make use of
the Deliverables for the purposes other than that stipulated in this
Agreement and the foregoing obligations shall not be rendered void by
suspension, termination or expiry of this Agreement for whatsoever
cause.
(b) This sub-clause shall not apply to information which:
(i) is or becomes generally available to the public other than as a result

of a breach of an obligation under this clause;
(ii) is already known to the other party to whom it is disclosed to, at the
time of disclosure;
(iii) is independently developed without benefit of the confidential

information of the other party;
(iv) is in possession of the CE without restriction before the date of

receipt from the other party subject to the right of the Government
to re-classify certain information as confidential.
(c) In the event that the CE receives a request to disclose all or any part of
any confidential information under the terms of a valid and effective
subpoena or order issued by a court of competent jurisdiction, judicial or
administrative agency or by a legislative body or committee, such
18
disclosure by the CE shall not constitute a violation of this Agreement

provided that-
(i) the CE promptly notifies the Government of the existence, terms

and circumstances surrounding such request;
(ii) the CE consults with the Government on the advisability of taking

available legal steps to resist or narrow, such request; and
(iii) the CE exercises its best efforts to obtain an order or other reliable
assurance that confidential treatment shall be accorded to the
information to be disclosed.
(d) This clause continues in force notwithstanding the termination of this

Agreement for any reason.
5.14. Notice of Delay
In the event the CE encounters any delay in obtaining the required assistance
and information set forth in clause 5.7(a), the CE shall notify the Government
of such delay and its duration and the Government, at its absolute discretion,
may grant an appropriate extension of time and other consideration appropriate
for provision of the Services.
5.15. Assistance in Arbitration Inquiry or Litigation
The CE shall, if so required by the Government, within the period of work before
completion, assist and advise the Government with regard to any matter or thing
which may be the subject of arbitration, inquiry or litigation and if and when so
required by the Government shall attend and give evidence or otherwise assist
the Government before any court or in any arbitration or at any inquiry dealing
with any matter arising from or in connection with the execution of the Services.
In the event of arbitration or other proceedings arising after the completion of
Services, if so required by the Government, the CE shall assist in any manner
whatsoever and advise the Government under the same conditions of
engagements as are applicable generally to this Agreement, subject always to
−
(a) the right of the CE to recover its time and cost in attending to this request,
such time and cost to be negotiated separately with the Government;
and
(b) the right of the CE to take appropriate measures to safeguard and

protect its interest.
5.16. Situation Beyond Control Of CE
(a) The CE shall immediately inform the Government in writing of any

situation or the occurrence of any event beyond the reasonable control
19
of the CE, which makes it impossible for the CE to carry out its
obligations hereunder.
(b) If the Government agrees in writing that such situation or event exists,
the Government may terminate this Agreement by giving not less than
thirty (30) days written notice and shall pay all fees and payments due
and outstanding to the CE in accordance with clause 14.0 within thirty
(30) days from the date of termination of this Agreement.
(c) In the event of disagreement between the Parties as to the existence of

such situation or event, the matter shall be referred to the GR as
specified under item 5 in Appendix 7 for a decision.
5.17. Prohibition on Association
The CE agrees that during and after the conclusion or termination of this
Agreement, the CE shall limit its role for the Project to the provision of the
Services and hereby disqualifies itself from the provision of goods or services
in any capacity for the Project including bidding for any part of the Project except
as the Government may otherwise agree or request the CE.
5.18. Prohibition on Conflicting Activities
No Personnel of the CE assigned to the Services under this Agreement nor the
CE’s staff, subsidiary or associate shall engage, directly or indirectly, either in
his name or through his then employer, in any business or professional
activities connected to the Services or Project and neither shall the CE’s
Personnel be so engaged directly or indirectly, either in his name or through the
CE in any such other conflicting business or professional activities.
5.19. Independent Consultant
Nothing contained herein shall be construed as establishing or creating

between the Government and the CE the relationship of master and servant or
principal and agent. The position of the CE performing the Services is that of
an independent consultant.
5.20. Technology and Knowledge Transfer
(a) If the CE appoints foreign professionals, the CE shall endeavour to

ensure that the employees of the Government are trained or exposed to
the expertise of such foreign professionals pursuant to a programme for
technology and knowledge transfer.
(b) Pursuant to clause 5.20(a) above, the CE shall provide training for a
Specify number of government officer
minimum of ...............................................oficials nominated by the
Government to be competent and conversant in the implementation of
the Project.
20
(c) The CE shall allow the employees of the Government to be involved in

the implementation of the Project commencing from the Commencement
Date of this Agreement until the Contract Expiry Date.
5.21. Intellectual Property Rights
(a) Any intellectual property rights arising out of design, plans, calculations,
drawings, developed or used for or incorporated in the Services shall
vest in and become the sole property of the Government free and clear
of all liens, claims and encumbrances. The CE shall not during or at any
time after completion on the Services or after the expiry or termination of
this Agreement, in any way, question or dispute the ownership of the
Government.
(b) The CE agrees to grant to the Government free from all royalties, fees
and other charges, all licenses in respect of intellectual property rights
now or hereafter owned or controlled by the CE or in respect of which
the CE has or will have the right to grant licenses of any design, plans,
calculations, drawings, developed or used for or incorporated in the
Services or any part thereof.
(c) The CE shall defend and indemnify the Government from and against all
claims, costs, damages, charges and proceedings whatsoever for or on
account of infringement of any intellectual property rights in respect of
any design, plans, calculations, drawings, documents, plant, equipment,
machinery, material, methods or processes developed or used for or
incorporated in the Services except where such infringement results from
compliance with the Government’s instructions in accordance with this
Agreement.
(d) Where any infringement results from compliance with the Government’s
instructions in accordance with this Agreement, any royalties, damages
or other monies which the CE may be liable to pay to the persons entitled
to such intellectual property rights shall be reimbursed by the
Government.
21
PART C
GOVERNMENT’S OBLIGATIONS AND RIGHTS
6.0 GOVERNMENT’S OBLIGATIONS
6.1. Appointment of GR
(a) The Government shall appoint the person under item 5 in Appendix 7
of this Agreement or other persons from time to time as the Government
Representative (“GR”) to carry out its obligations and to exercise its right
under this Agreement, and the GR shall have the power to carry out such
obligations and exercise such rights on behalf of the Government, except
for the provisions under clause 10.0, 12.0 and 13.0 which are expressly
reserved to the officer authorized as named in the signatories to this
Agreement or any other officer authorized under section 2 of the
Government Contracts Act 1949 [ Revised 1973].
(b) The CE shall comply with all instructions issued by the GR in regard to
matters expressly empowered to the GR to issue under this Agreement.
6.2. Obligation to give instructions, decisions, etc. without delay
(a) All instructions, notifications, consent or approval issued by the

Government or the GR shall be in writing. However the GR may, where
necessary issue oral instructions, notifications, consent or approvals and
such oral instructions, notifications, consents or approvals shall be
followed in writing not later than seven (7) days thereafter.
(b) If the CE requires a decision from the Government for the performance
of its Services under this Agreement, the CE shall submit its request in
writing to the GR and the GR shall give its decision within the period
stipulated under item 6 in Appendix 7 of this Agreement.
6.3. Obligation to Supply Relevant Information and Assistance
(a) The CE may request all the necessary and relevant information which
are in the possession of the Government required for purposes of
carrying out of its Services under this Agreement. Notwithstanding the
request, the Government shall have the discretion to supply the
necessary information it deems relevant.
(b) Any necessary and relevant information supplied by the Government to

the CE pursuant to clause 6.3(a) of this Agreement shall not relieve the
CE of any of the CE’s obligations under this Agreement.
(c) The Government gives no warranty in any manner whatsoever for the
data, report, map, photograph, plan, drawing, record or other information
either as to the accuracy or sufficiency or as to how the same should be
interpreted and the CE, when he makes use of and interprets the same,
22
shall do so entirely at his own risk and it shall not constitute a breach of
obligation on the part of the Government under clause 6.3(a) of this
Agreement if such data, report, map, photograph, plan, drawing, record
or information is not accurate or sufficient for the purpose of performing
the CE's obligation under this Agreement.
(d) Where necessary, the Government shall assist the CE to obtain, free of
charge, unimpeded access to all land in respect of which access is
required for the performance of the Services. The Government shall not
be responsible for any damage to such land or any property thereon
resulting from such access.

6.4. Payment to the CE for Services
(a) In consideration for the performance of the Services, the Government

shall pay or reimburse to the CE the Contract Price subject to the ceiling
consulting fee, the ceiling out of pocket expenses or any other agreed
and approved amount as revised from time to time, and in situation
where the actual costs incurred in the performance of the Services does
not exceed the ceiling consulting fee and the ceiling out of pocket
expenses, downward adjustments can be made in accordance with
Appendix 6A, Appendix 6B and Appendix 6C. The payment shall
exclude the Government Service Tax, which amount shall be paid by the
Government to the Royal Malaysian Customs Department through the
CE upon the CE giving proof of the Service Tax License. A copy of the
Service Tax License is attached in Appendix 11 of this Agreement.
(b) Payments under this Agreement shall be made progressively in

stages/phases in accordance with the Schedule of Payment as in
Appendix 12 upon the CE furnishing to the Government all relevant
drawings, design, reports, records and data when submitting request for
payment.
(c) Payment to the CE shall be made within thirty (30) days upon receiving
the proper invoices, vouchers and other appropriate supporting materials
from the CE and be deposited to the account of the CE as specified
under item 7 in Appendix 7.
(d) If any item or part of an item of an account/claims/invoices rendered by

the CE is reasonably disputed or reasonably subject to question by the
Government, the Government shall within thirty (30) days after receipt of
the invoice by the GR inform the CE in writing of all items under dispute
or subject to question. Payment by the Government of the remainder of
the invoice shall not be withheld on such grounds.
(e) Except as otherwise agreed between the Government and the CE,
payments in respect of all fees and expenses incurred by the CE shall
be made in Ringgit Malaysia.
23
(f) If the CE intends to claim any additional payment pursuant to any clause
of this Agreement, the CE shall within ninety (90) days of the occurrence
of such event or circumstances or instructions give notice in writing to
the GR of its intention for such claim and submit full particulars of the
claims together with supporting documents, for the approval of the
Government. If the CE fails to comply with this clause, the CE shall not
be entitled to such claim and the Government shall be discharged from
all liability in connection with the claim.
(g) Final payment of the Contract Price shall be made only after the final
Deliverables and a final account, identified as such, have been submitted
by the CE and approved as satisfactory by the Government. Any amount
which the Government has paid or caused to be paid in excess of the
costs actually incurred shall be reimbursed by the CE to the Government
within thirty (30) days after receipt by the CE of notice thereof.
6.5. Withholding Payment
(a) The Government may by giving written notice to the CE, and without
prejudice to any other rights the Government may have under this
Agreement, withhold payments to the CE under this Agreement, upon
the occurrence and continuance of any of the following events:
(i) the CE commits any breach of the terms and conditions of this
Agreement; or
(ii) the progress of the Services fails to measure up to the aggregate

payment made to date; or
(iii) any other condition which has arisen, which in the opinion of the
Government, interferes or threatens to interfere with the successful
carrying out of the Project or the accomplishment of the purposes
of this Agreement; or
(iv) any failure of the CE to deliver the Services to the satisfaction of

the Government.
(b) The CE may apply to the Government, within fourteen (14) days after
receiving notice referred to in clause 6.5(a) to review the decision to
withhold payments by submitting documents and other evidence to
substantiate its claims that the Services is compatible to the payments
received. The Government’s decision on the application shall be final
and conclusive.
7.0 GOVERNMENT’S RIGHTS
7.1. Proprietary Rights of The Government in Relation to Documents
(a) All reports and relevant data such as plans, statistics and supporting
records or material compiled or prepared by the CE in the course of this
24
Agreement shall be the absolute property of the Government throughout

their preparation and at all times thereafter. The Government shall have
the sole and exclusive right, title and ownership to the documents.
(b) The CE shall deliver all the plans, statistics and supporting records or
material compiled or prepared in the course of this Agreement to the
Government upon the Contract Expiry Date or earlier termination of this
Agreement. The CE shall not use any information in the documents for
purposes unrelated to this Agreement without the prior written consent
of the Government save and except where the same is required by law
or any other regulatory authority or for the purposes of the CE’s quality
performance review processes.
(c) The CE shall not publish alone or in conjunction with any other person
any articles, photographs or other illustration relating to the Services
unless with the prior written consent of the Government.
(d) The Government reserves the right to make use of all documents
including drawings and specifications relating to the Services at any time
and for any purpose it so wishes.
PART D
DISPUTE RESOLUTIONS
8.0 DISPUTE RESOLUTION
8.1. Dispute Resolution by Government Representative
(a) Any dispute between the Parties in respect of any matter under this
Agreement (except in relation to the Government exercising its sole
discretion under this Agreement) which are not capable of being
amicably resolved between the Parties may be referred to the appointed
GR.
(b) The GR who is appointed for such purposes shall undertake to resolve
such dispute with all fairness and endeavour to achieve the best possible
solution for the Parties.
(c) If the Consultant:
(i) fail to receive a decision from the GR within seven days (7) days
after being requested to do so; or
(ii) is dissatisfied with any decision of the GR.
then such dispute or difference shall be referred to Dispute Resolution

Committee within fourteen days (14) days.
8.2. Dispute Resolution Committee

25
(a) Any dispute between the Parties in respect of any matter under this
Agreement (except in relation to the Government exercising its sole
discretion under this Agreement) may be referred to a dispute resolution
committee (hereinafter referred to as the “Dispute Resolution
Committee"), comprising –
(i) Secretary-General/ Head of Division of the Ministry as the

Chairman;
(ii) one (1) representative to be appointed by the Government; and
(iii) one (1) representative appointed by the Consultant.
(b) The Dispute Resolution Committee shall determine its own procedures.
The Dispute Resolution Committee shall meet and endeavour to achieve
an amicable settlement between the Parties in respect of any matter
referred to it.
8.3. Arbitration
(a) If any matter, dispute or claim which is referred to the Dispute Resolution
Committee cannot be agreed by the relevant Parties within forty five (45)
days after the date of referral, then such dispute or difference shall be
referred to arbitration within forty-five (45) days to an arbitrator to be
agreed between the Parties and failing such agreement, to be appointed
by the Director of the Kuala Lumpur Regional Centre for Arbitration on
the application of either Party hereto. Such arbitration shall be heard at
the Kuala Lumpur Regional Centre for Arbitration and shall be conducted
in accordance with the rules for arbitration of the Kuala Lumpur Regional
Centre for Arbitration using the facilities and the system available at the
Centre.
(b) Such reference shall not be commenced until after the completion or
alleged completion of the Project or determination or alleged
determination of the Consultant’s employment under this Contract, or
abandonment of the Project, unless with the written consent of the
Government and the Consultant.
(c) In the event that such consent has been obtained in accordance with
clause 8.3(b), the reference of any matter, dispute or difference to
arbitration pursuant to this clause and/or the continuance of any
arbitration proceedings consequent thereto shall in no way operate as a
waiver of the obligations of the parties to perform their respective
obligations under this Contract.
(d) Upon every or any such reference the costs of such incidental to the
reference and award shall be in the discretion of the Arbitrator who may
determine the amount thereof, or direct the amount to be taxed as
between solicitor and client or as between party and party, and shall
26
direct by whom and to whom and in what manner the same be borne,
award and paid.
(e) The award of the Arbitrator shall be final and binding on the Parties.
(f) In the event of the death of the arbitrator or his unwillingness or inability
to act, then the Government and the Consultant upon agreement shall
appoint another person to act as the arbitrator, and in the event the
Government and the Consultant fail to agree on the appointment of an
arbitrator, an arbitrator shall be appointed by the Director of the Kuala
Lumpur Regional Centre for Arbitration.
(g) this clause, “reference” shall be deemed to be reference to arbitration

within the meaning of the Arbitration Act 2005.
(h) The arbitration shall be governed by the Arbitration Act 2005 and the
laws of Malaysia.
PART E
SUSPENSION AND TERMINATION
9.0 SUSPENSION
9.1. Suspension and Resumption of Services
(a) The GR may at any time instruct the CE to suspend part or all of the
Services by the giving the CE due notice in writing.
(b) Upon receipt of such instruction, the CE shall suspend part or all of the
Services for such time and in such manner as specified in the instruction
and shall duly protect, store and secure the Services against any
deterioration, loss or damage.
(c) During the suspension period, the CE shall continue to perform his
obligations under the Agreement which is not affected by the instruction
to suspend, including the obligation to effect and maintain insurance.
(d) The GR may instruct the CE to resume the Services at any time
thereafter. Upon receipt of such instruction the CE shall resume the
Services and the parties shall jointly examine the Services affected by
the suspension. The CE shall make good any deterioration or defect in
or loss of the Services which has occurred during the suspension. The
CE shall also take all necessary actions to mitigate the expenses
incurred.

9.2. Extension of Time
27
(a) If the CE suffers delay and/or incurs expenses in complying with the
instruction under clause 9.1 and in resumption of the Services, and if
such delay and/or expenses was not foreseeable by the CE, the CE shall
give notice for extension of time. PROVIDED THAT the CE shall not be
entitled to such extension if the suspension is due to a cause attributable
to the CE and the CE shall not be entitled to payment of loss and
expenses if the CE−
(i) fails to take measures specified in clause 9.1(b); and
(ii) fails to take all necessary action to mitigate the expenses incurred.
(b) In the event such suspension shall continue for a period of more than
twelve (12) months, the parties shall then discuss whether to mutually
terminate the Agreement or suspend the Services for a further period.
9.3. Consequences of Mutual Termination
(a) If this Agreement is mutually terminated under this clause-
(i) clause 11.1 (b) shall apply; and
(ii) payment obligations including all costs and expenditure incurred by

the Government and the CE shall be ascertained in accordance
with clause 14.
10.0 TERMINATION BY THE GOVERNMENT
10.1. Withholding Payment
If any of the conditions referred to in clause 6.5(a) shall have happened and be
continuing for a period of fourteen (14) days after the Government has given
written notice of withholding of payments to the CE under this Agreement, the
Government may by written notice to the CE terminate this Agreement.
10.2. Default by the CE
(a) In the event the CE without reasonable cause −
(i) suspends the implementation of the Services and fails to proceed

regularly and diligently with the performance of its obligations under
this Agreement;
28
(ii) fails to execute the Services in accordance with this Agreement or

persistently neglects to carry out its obligations under this
Agreement;
(iii) defaults in performing the duties under this Agreement; or
(iv) breaches any of its obligations or fails to comply with any other
terms and conditions of this Agreement,
then the Government shall give notice in writing to the CE specifying the default
and requiring the CE to remedy such defaults within fourteen (14) days from the
date of such notice. If the CE fails to remedy the relevant default within such
period or such other period as may be determined by the Government, the
Government shall have the right to terminate this Agreement at any time
thereafter by giving notice to that effect.
10.3. Events of Default
(a) If at any time during the Contract Period-
(i) the CE goes into liquidation or a receiver is appointed over the

assets of the CE or the CE makes an assignment for the benefit of
or enters into an arrangement or composition with its creditors or
stops payment or is unable to pay its debt; or
(ii) any of the CE’s director is prosecuted for any offences; or
(iii) any other condition which has arisen, which in the opinion of the
Government, interferes or threatens to interfere with the successful
carrying out of the Services or the accomplishment of the purposes
of this Agreement,
then the Government shall have the right to terminate this Agreement forthwith
by giving notice to that effect.
10.4. Consequences of Termination by the Government
(a) Upon termination of this Agreement under clause 10.1, 10.2 or 10.3 the
powers and rights granted by and the obligations in this Agreement shall
terminate immediately.
(b) The CE shall hence forth −

(i) cease all the Services;
(ii) submit to the Government the detailed reports of the costs of the
Services and other payments which has become due and owing
from the Government prior to the termination for verification and
approval by the Government;
29
(iii) at no cost, hand over all plans, drawings, reports, records,

documents, specifications and similar materials to the Government
save and except its own working papers and archival copy of any
advice, reports or opinion of which are retained to support any
advise opinion or report that the CE may provide; and
(iv) allow a third party to enter into an agreement with the Government
or any person deemed necessary by the Government for the
purpose of carrying out or completing the Services.
(c) The Government shall hence forth −
(i) be entitled to claim against the CE for any losses and/or damages
suffered as a result of the termination; and
(ii) be entitled to appoint another consultant to perform the Services

and the CE shall pay to the Government all cost and expenses
incurred by the Government in completing the Services in excess
of the costs and expenses which would have been paid to the CE
to complete the Services had this Agreement not been terminated.
PROVIDED THAT the termination shall not affect or prejudice the rights of any
Party which have accrued prior to the date of termination of this Agreement and
the obligations under this Agreement shall continue even after the termination
of this Agreement in respect of any act, deed, matter or thing happening prior
to such termination of this Agreement.
11.0 TERMINATION BY THE CE
(a) If the Government without reasonable cause fails to perform or fulfil any
of its obligations which adversely affects the CE’s obligations under this
Agreement, then the CE may give notice in writing to the Government
specifying the default and the Government shall remedy the relevant
default within fourteen (14) days after receipt of such notice or such
extended period as agreed by the Parties.
(b) If the Government fails to remedy the relevant default within such period
or such other extended period as agreed by the Parties, the CE shall be
entitled to terminate this Agreement at any time by giving notice to that
effect.
11.1. Consequences of Termination by the CE
Upon such termination, the CE shall accept the following undertaking by the
Government as full and complete settlement of all claims for payment under or
arising out of this Agreement:
(a) The Government shall, after receiving the detailed reports of the costs
of the Services and other payments which has become due and owing
30
to the CE, pay the CE all costs incurred in accordance with this
Agreement.
(b) The CE shall −
(i) cease to provide the Services to the Government;
(ii) at its own costs and expense, vacate and remove from the Project
Management Team’s office any equipment, machineries and
materials belonging to the CE, its employees, servants and agents
and make good all damage caused by such removal or such
detachment; and
(iii) at no cost, deliver to the Government all documents relevant to the

Project as are in the possession of the CE who shall be permitted
to retain copies of any documents so delivered to the Government.
(c) FOR THE AVOIDANCE OF DOUBT, the Parties hereby agree that the
CE shall not be entitled to any form of losses including loss of profit,
damages, claims or whatsoever upon termination of this Agreement.
12.0 TERMINATION ON NATIONAL INTEREST
(a) Notwithstanding any provisions of this Agreement, the Government may

terminate this Agreement by giving not less than fourteen (14) days
notice to that effect to the CE (without any obligation to give any reason
thereof) if it considers that such termination is necessary for national
interest, in the interest of national security or for the purposes of
Government policy or public policy.
(b) Upon such termination −
(i) clause 11.1(b) shall apply; and
(ii) the CE shall be entitled to compensation in accordance with clause

14 which shall be determined by an independent auditor appointed
by the Government after due consultation with the CE in respect of
the appointment of the independent auditor.
(c) For the purposes of this clause, what constitutes “national interest”,
“interest of national security”, “the Government policy” and “public policy”
shall be solely made and determined by the Government and such
determination shall for all intent and purposes be final and conclusive
and shall not be open to any challenge whatsoever.
13.0 TERMINATION ON CORRUPTION, UNLAWFUL OR ILLEGAL ACTIVITIES
(a) Without prejudice to any other rights of the Government, if the CE, its
personnel, servants or employees, is convicted by a court of law for
corruption or unlawful or illegal activities in relation to this Agreement or
31
any other agreement that the CE may have with the Government, the
Government shall be entitled to terminate this Agreement at any time by
giving immediate written notice to that effect to the CE.
(b) Upon such termination −
(i) clauses 10.4(b) and (c) shall apply; and
(ii) the Government shall be entitled to all losses, costs, damages and
expenses (including any incidental costs and expenses) incurred
by the Government arising from such termination.
14.0 FORCE MAJEURE
14.1. Events
Neither Party shall be in breach of its obligations under this Agreement if it is

unable to perform or fulfil any of its obligations thereunder as a result of the
occurrence of an Event of Force Majeure. An “Event of Force Majeure” shall
mean an event, not within the control of the Party affected, which that Party is
unable to prevent, avoid or remove, and shall be –
(a) war (whether declared or not), hostilities, invasion, armed conflict, acts
of foreign enemy, insurrection, revolution, rebellion, military or usurped
power, civil war, or acts of terrorism;
(b) ionising radiation or contamination by radioactivity from any nuclear

waste, from the combustion of nuclear fuel, radioactive toxic explosive,
or other hazardous properties of any explosive, nuclear assembly or
nuclear component thereof;
(c) pressure waves caused by aircraft or other aerial devices traveling at

sonic or supersonic speeds;
(d) natural catastrophe including but not limited to earthquakes, floods,

subterranean spontaneous combustion or any operation of the force of
nature, lightning and exceptionally inclement weather; and
(e) riot and disorders, criminal damage, sabotage, strike, lock out, labour
unrest or other industrial disturbances (affecting the performance of this
Agreement) which are not the fault of the CE or its employees, which
causes, or can reasonably be expected to cause either Party to fail to
comply with its obligations,
PROVIDED THAT Event of Force Majeure shall not include economic

downturn, non-availability or insufficient of fund or lack of financing on the part
of the CE to perform its obligations under this Agreement.
14.2. Notification of Force Majeure
32
If any Event of Force Majeure occurs which renders a Party unable to perform
or fulfil any of its obligations under this Agreement, the Party so affected shall
immediately notify the other in writing of the occurrence of any Event of Force
Majeure applicable to its obligations under this Agreement giving full details
thereof and measures being taken by the Party so affected to reduce the
severity of such event and subsequently the cessation of such event. If either
Party does not agree that an Event of Force Majeure has occurred then the
dispute shall be referred to the GR for a decision.
14.3. Termination by Force Majeure
If an Event of Force Majeure has occurred and either Party reasonably

considers such Event of Force Majeure applicable to it to be of such severity or
to be continuing for a period of more than six (6) months then the Parties may
mutually terminate this Agreement.
14.4. Consequences of Termination due to Event of Force Majeure
If this Agreement is terminated pursuant to clause 14.3, all rights and

obligations hereunder shall forthwith terminate and neither Party shall have any
claims against each other save and except in respect of any antecedent breach.
14.5. Delay
(a) Any Party to this Agreement affected by the Event of Force Majeure who
has complied with the requirement to provide notice in accordance with
clause 14.2 shall not be liable for any delay in performing its obligation
under this Agreement to the extent that such delay has been caused by
one or more of Event of Force Majeure and the time for completion of
any obligation under this Agreement shall be extended by the amount of
the delay caused by such Event of Force Majeure. If the Parties do not
agree as to the duration of the delay, the disagreement shall be referred
to the GR for a decision.
(b) Notwithstanding clause 14.5(a), if the continuing occurrence of an Event

of Force Majeure is of such severity that it frustrates the original intention
and objective of the Parties hereto, the Parties hereto shall forthwith take
steps to discuss the circumstances and the consequences of such event
and shall consider how best to achieve the objectives of this Agreement
in such circumstances and shall, if appropriate, give consideration to any
amendment of this Agreement and the terms and conditions of such
amendments.
14.6. Restoration
Notwithstanding any other provision in this Agreement, if an Event of Force

Majeure occurs and this Agreement is not terminated then in any case where
the delivery of the Services or any part thereof has been affected, the CE shall
restore such Services to what it was immediately prior to the occurrence of that
Event of Force Majeure at its own expenses. Where as a result of such
33
restoration the CE is able to demonstrate that it has incurred substantial costs

affecting the Services, the CE may apply to the Government for such remedies
to enable the Company to recover the costs of such restoration.
14.7. Insurance
Notwithstanding any other Clause, the CE shall ensure that whenever

reasonably practicable insurance is effected (whether by itself or by its
contractors) to cover the occurrence of Events of Force Majeure, PROVIDED
THAT such Events of Force Majeure are reasonably and practicably insurable.
PART F
GENERAL PROVISIONS
15.0 AMENDMENT
No modification, amendment or waiver of any of the provisions of this

Agreement shall be valid unless it is made in writing by way of supplementary
agreement specifically referring to this Agreement and duly signed by the
Parties or its duly authorised representatives. The provision in respect of such
amendment, variation or modification thereof shall be supplemental to and be
read as an integral part of this Agreement which shall remain in full force and
effect as between the Parties.
16.0 NOTICES
(a) Any notice, approval, consent, request or other communication required

or permitted to be given or made under this Agreement shall be in writing
in Bahasa Malaysia or English language and delivered to the address or
facsimile number of the Government or the CE, as the case may be,
shown below or to such other addresses, or facsimile numbers as either
party may have notified the sender and shall unless otherwise specified
herein deemed to be duly given or made, in the case of delivery in
person, when delivered to the recipient at such address or by facsimile
transmission, when the recipient’s facsimile number is shown on the
sender’s print-out for the transmission regarding the date, time and
transmission of all pages, as specified under item 9 in Appendix 7 of this
Agreement.
(b) It shall be the duty of the Parties to notify the other if there is a change
of address or entity by giving a written notice within fourteen days (14).
17.0 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the

laws of Malaysia and the Parties irrevocably submit to the jurisdiction of the
courts of Malaysia.
34
18.0 COMPLIANCE WITH LAWS AND REGULATIONS
(a) The CE shall comply with all applicable laws and regulations in Malaysia
and all statutory requirements, standards and guidelines, regulating or
relating to the conduct, trade, business of it’s profession and shall be
fully and solely liable for the provisions of the Services.
(b) The CE shall comply with relevant policies, procedures and regulations
of the Government in carrying out the Services.”.
19.0 SEVERABILITY
If any provision of this Agreement is held to be illegal or is invalid under any

laws or regulations effective and applicable during the term of this Agreement
such provision shall be fully severable and this Agreement shall be construed
as if such illegal or invalid provision had never comprised as part 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.
20.0 RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed as establishing or creating a

partnership or a relationship of master and servant between any of the Parties
and none of them shall have any authority to bind the other in any way nor shall
this Agreement be construed to constitute any party the agent of the other party.
21.0 ADVERTISEMENT
No advertisement in respect of this Agreement shall be published by the CE or

with the CE’s authority in the newspaper, magazine or in any forms of
advertisement without prior written approval of the Government.
22.0 TIME
Time wherever mentioned, shall be of the essence of this Agreement.
23.0 COSTS AND STAMP DUTY
The CE shall solely bear the stamp duties, legal costs and fees in the
preparation and execution of this Agreement and anything incidental thereto.
24.0 INCOME TAX
35
(a) The CE and Personnel, including any expatriate personnel and/or foreign
Associated Consultant(s) for the Services shall submit the necessary tax
returns as required by the Director-General of Inland Revenue in respect
of their income in order that tax can be assessed.
(b) The Government shall deduct tax from all payments due to any
expatriate personnel and/or foreign Associated Consultant(s) at the rate
prescribed under the withholding tax laws in effect in Malaysia.
(c) The Government agrees to reimburse the foreign Associated

Consultant(s) any excess payment in income tax.
25.0 SCHEDULES AND APPENDICES
All Schedules and Appendices herewith shall form an integral part of this
Agreement and are to be taken as mutually explanatory of one another.
However, if there is any ambiguity or discrepancy −
(a) between the Appendices with the terms and conditions of this
Agreement, then the terms and conditions of this Agreement shall prevail
over the Appendices; or
(b) in the Appendices of this Agreement, the GR and CE shall reach a

mutual understanding to resolve the ambiguity or discrepancy.
26.0 WAIVER
Failure by any party to enforce, at any time, any provision of this Agreement
shall not be construed as a waiver of its right to enforce the breach of such
provision or any of the provision in this Agreement or as a waiver of any
continuing, succeeding or subsequent breach of any provision or other
provision of this Agreement.
27.0 CUSTODY OF AGREEMENT
This Agreement shall be prepared in both original and certified duplicate copy.
The original of this Agreement shall remain in the custody of the Government
and shall be made available at all reasonable times for the inspection of the
CE. The duplicate copy shall be kept by the CE.
28.0 SUCCESSORS BOUND
This Agreement shall be binding upon each of the Parties hereto and their
respective successors in title.
PART G
SPECIAL PROVISIONS
36
[ NOTE : WHERE THERE IS A NEED FOR SPECIAL CONDITIONS OVER

AND ABOVE THE GENERAL CONDITIONS, THIS SECTION IS TO BE
INSERTED BY THE RELEVANT AGENCY WITH THE APPROVAL OF THEIR
RESPECTIVE LEGAL ADVISORS. OTHERWISE THIS PAGE TO BE LEFT AS
SUCH ABOVE ]
- None -
37
SIGNATORIES TO THE AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
day and the year first hereinbefore appearing.
SIGNED for and on behalf of ) ……………………(Signature)……………..

THE GOVERNMENT ) (Name, Designation & Department’s Seal)
In the presence of:
……………………………….............
Name of witness :
NR IC No. :
SIGNED for and on behalf of ) ………………….(Signature)………………

THE CE ) (Name, Designation & Company’s Seal)
In the presence of:
…………………………………………
Name of witness :
NR IC No. :
38
“SCHEDULES”
FOR ENGINEERING CONSULTANCY SERVICES
PART A : SCHEDULE OF SERVICES
1.0 TYPES OF PROFESSIONAL SERVICES
(a) The professional services to be provided by the CE shall consist of any

or combination of the following :
(i) Basic Professional Services

(ii) Additional Professional Services
(iii) Supervision On Site
(b) The CE shall provide basic professional services for any of the following
types of works:
(a) Type A Works - namely civil and structural engineering works

(other than structural engineering works in building), mechanical
engineering works and electrical engineering works (other than
the engineering systems in buildings).
(b) Type B Works - namely structural engineering works in buildings;

i.e. all works in structural reinforced concrete, pre-stressed
concrete, steel, timber and other materials or a combination of
any of these, which are designed to transmit the weight of, and
the load on, the building to the ground and includes the foundation
and excavations connected with them.
(c) Type C Work - namely engineering systems in buildings; i.e.

means all mechanical and electrical services, plant and
equipment installed for the complete functionality of the building,
including but not limited to :
 lighting, power and electrical distribution system;

 air-conditioning and mechanical ventilation system;
 fire-fighting and prevention system;
 stage lighting system and mechanism;
 hot and cold water system;
 steam generating system;
 gas distribution system;
 telephone distribution and intercommunication system;
 lightning protection system;
 electrical substation;
 public address system, personnel location and call system;
 radio and television system;
 security system
39
 lift, hoist, dumbwaiter and escalator

 standby generator
 soil and waste water piping system
 pumping installation within the building
 integrated building management system
 compressed air and vacuum system
 refrigeration and cooling water system.
2.0 BASIC PROFESSIONAL SERVICES
2.1. Type A Works - Basic Professional Services
The Basic Professional Services to be rendered by the CE in this paragraph

include the provision of all expert technical advice and skills, which are normally
required for the Works for which the CE has been engaged for any or all of the
5 stages below:
(a) Preliminary Stage
The Services to be provided by the CE at this stage include:
(i) investigating data and information relevant to the Works and

considering any reports relating to the Works;
(ii) advising the Government on making any further topographical

survey of the proposed site of the Works which may be necessary
to supplement available topographical information;
(iii) advising the Government on the need to carry out any

geotechnical investigation which may be necessary to supplement
the available geotechnical information, arranging for such
investigation, certifying the amount of any payments to be made by
the Government to the persons, firms or companies carrying out
such investigation under the CE’s direction, and advising the
Government on the results of such investigation;
(iv) advising the Government on the need for arrangements to be

made, in accordance with paragraph 3.1 of this Schedule, for the
carrying out of special surveys, special investigation or model tests
and advising the Government of the results of any such surveys,
investigations or tests carried out;
(v) consulting any local or other approving authorities on matters of

principle in connection with the Works;
(vi) consulting any architect appointed by the Government in

connection with the architectural treatment of the Works; and
(vii) preparing such reports and documents as are reasonably

necessary to enable the Government to consider the CE’s
40
proposals, including alternatives for the constructions of the Works

in the light of the investigations carried out by him at this stage, and
to enable the Government to apply for approval in principle for the
execution of the Works in accordance with such proposals from the
appropriate authorities.
(b) Design Stage
(i) preparing designs, including reinforced concrete and structural

steel work designs, and tender drawings in connection with the
Works, including bar bending schedules, if required; and
(ii) preparing such condition of contract, specifications, schedules and

bills of quantities as may be necessary to enable the Government
to obtain tenders or otherwise award a contract for carrying out of
the Works.
(c) Tender Stage
The Services to be provided by the CE at this stage comprise advising

the Government as to the suitability for carrying out the Works of the
persons, firms or companies tendering and as to the relative merits of
the tenders, including relative merit of alternative tenders, prices and
estimates received for carrying out the Works.
(d) Construction Stage
(i) advising on the preparation of formal contract documents, including

Letter of Acceptance relating to the accepted tenders for carrying
out the Works or any part thereof;
(ii) inspecting and testing during manufacture and installation such

electrical and mechanical materials, machinery and plant supplied
for incorporation in the Works as are usually inspected and tested
by the CE, and arranging and witnessing acceptance tests;
(iii) advising the Government on the need for special inspection or

testing other than that referred to in sub-paragraph 2.1(d)(ii) of this
Schedule;
(iv) advising the Government on the appointment of site staff in

accordance with paragraph 4.0 of this Schedule;
(v) issuing construction drawings to enable the Works to be carried out
by the Contractor or any other party to facilitate the execution of the
Works;
41
(vi) preparing any further bar bending schedules, designs and

drawings, if required;
(vii) examining and approving the Contractor’s proposals and working

drawings relating to the Works;
(viii) making such visits to site as the CE considers necessary to satisfy

himself as to the performance of any site staff appointed pursuant
to paragraph 4.0 of this Schedule and to satisfy himself that the
Works are executed generally according to contract or otherwise in
accordance with good engineering practice;
(ix) giving all necessary instructions relating to the Works to the

Contractor;
(x) issuing all certificates as required in the contracts;
(xi) performing any duties which the CE may be required to carry out in
any contract for the execution of the Works;
(xii) delivering to the Government on the completion of the works such

records and manufacturer’s manuals as are reasonably necessary
to enable the Government to operate and maintain the Works;
(xiii) delivering to the Government duly signed and endorsed as-built

drawings prepared by the Contractor; and
(xiv) deciding any dispute or difference arising between the Government

and the Contractor in connection with the Works and referred to the
CE for his decision provided that this professional service shall not
extend to advising the Government following the taking of any step
in or towards any arbitration or litigation in connection with the
Works.
(e) Defect Liability Period Stage
Wherever applicable, the Services to be provided by the CE at this stage

include:
(i) in the event of non-conformance to the performance requirement of

Works rendered, the CE shall be responsible for compiling,
investigating, evaluating and forwarding proposal for rectification to
the Contractor as well as to inspect and certify the completion of
such rectification Works;
(ii) preparing an assessing of the performance of the Contractor to GR;
(iii) conducting or attending periodic maintenance meetings;
42
(iv) compiling all complaints and submitting the complaints to

Contractor for rectification;
(v) monitoring, inspecting and certifying rectification Works done by the

Contractor;
(vi) in the event the Contractor fails to carry out the rectification Works,
the CE shall propose a means of getting the rectification done
subject to approval from the Government;
(vii) inspecting and compiling final defects list at the end of Defects
Liability Period and to monitor and certify the Works that have been
carried out;
(viii) at the end of defect liability period, the CE shall certify that all
defects have been carried out and then shall prepare and
recommend the Certificate of Making Good Defects and closing of
account to GR;
(ix) preparing and recommending the Certificate of Making Good

Defects and closing of account;
(x) making recommendation to the Government regarding the

competent persons necessary for the inspection and operation of
the installation during its lifetime according to the law; and
(xi) any other responsibilities which are deemed necessary to be done

by an engineer for the successful implementation of the Works.
2.2. Type B Works - Basic Professional Services
The Basic Services to be rendered by the CE in this paragraph include the

provision of all expert technical advice and skills, which are normally required
for the Works for which the CE has been engaged for any or all of the 5 stages
below:

(ii) advising the Government on making any further topographical

survey of the proposed site of the Works which may be necessary
to supplement available topographical information;
(iii) advising the Government on the need to carry out any geotechnical
investigation which may be necessary to supplement the available
geotechnical information, arranging for such investigation,
43
certifying the amount of any payments to be made by the

Government to the persons, firms or companies carrying out such
investigation under the CE’s direction, and advising the
Government on the results of such investigation;
(iv) advising the Government on the need for arrangements to be

made, in accordance with paragraph 3.2 of this Schedule, for the
carrying out of special surveys, special investigation or model tests
and advising the Government of the results of any such surveys,
investigations or tests carried out;
(v) consulting any local or other approving authorities on matters of

principle in connection with the Works;
(vi) consulting any architect appointed by the Government in

connection with the architectural treatment of the Works;
(vii) providing sufficient structural information to enable the architect to

produce his sketch plan; and
(viii) preparing such reports and documents as are reasonably

proposals, including alternatives for the constructions of the Works
(b) Design Stage
(i) Developing the design of the Works in collaboration with the

architect and others, preparing calculations, drawings and
specifications for the Works to enable a bill of quantities to be
prepared by others, consulting any local or other approving
authorities in collection with the design of the Works and preparing
typical details and typical calculations; and
(ii) preparing such calculations and details relating to the Works as

may be required for submission to any appropriate authority,
preparing all other drawings in sufficient details to enable
construction to be carried out, and advising on conditions of
contract and specifications relevant to the Works and on forms of
tender and invitation to the tender as they relate to the Works.
(c) Tender Stage

44
persons, firms or companies tendering and as to the relative merits of

the tenders, including relative merit of alternative tenders, prices and
(i) advising on the preparation of formal contract documents including

Letter of Acceptance relating to the accepted tenders for the Works;

electrical and mechanical materials, machinery and plant supplied
for incorporation in the Works as are usually inspected and tested
by CE, and arranging and witnessing acceptance tests;

Schedule;


Works;
(vi) preparing any further designs, specifications and drawings to

enable the contractor to carry out the Works but shall not include
the preparation of any shop details relating to the Works or any part
of them;
(vii) examining and approving the Contractor’s proposals and working

drawings relating to the Works;
(viii) checking shop details for general dimensions and adequacy of

members and connections;
(ix) approving the Contractor’s testing procedures and inspecting the

Works on completion;
(x) advising the Government or the architect as to the need to vary any
part or the Works;
(xi) making such visits to site as the CE considers necessary to satisfy

45
(xii) giving all necessary instructions relating to the Works to the

Contractor;
(xiii) issuing all certificates as required in the contracts;
(xiv) performing any duties which the CE may be required to carry out in
any contract for the execution of the Works;
(xv) delivering to the Government on the completion of the works such

(xvi) delivering to the Government duly signed and endorsed as-built

(xvii) deciding any dispute or difference arising between the Government

Works.

include:
(i) in the event of non-conformance to the performance requirement

of Works rendered, the CE shall be responsible for compiling,
(ii) preparing an assessing of the performance of the Contractor to the

GR;

(v) monitoring, inspecting and certifying rectification Works done by

the Contractor;
46
(vii) inspecting and compiling final defects list at the end of Defects
carried out;
recommend the Certificate of Making Good Defects and closing of
account to GR;


(xi) any other responsibilities which are deemed necessary to be done

by an engineer for the successful implementation of the Works.
2.3. Type C Works - Basic Professional Services
The Basic Services to be rendered by the CE in this paragraph include the

provision of all expert technical advice and skills, which are normally required
for the Works for which the CE has been engaged for any or all of the 5 stages
below:

(ii) consulting any local or other approving authorities on matters of

principle in connection with the design of the Works;
(iii) providing sufficient preliminary information and approximate

estimates (based on unit volume, unit surface area or similar bases
of estimation) regarding the Works to enable the Government or
the architect to prepare architectural sketch plans and budget
estimates for the project;
(iv) consulting any architect appointed by the Government in

connection with the architectural treatment of the Works; and
(v) preparing such reports and documents as are reasonably

proposals, including alternatives for the construction of the Works
47

(b) Design Stage
(i) preparing designs and tender drawings, and providing information

as to plant rooms, main service ducts and other similar elements to
be incorporated in the building structure, and information as to the
approximate weights of items of heavy plant and equipment which
are to be incorporated in the Works; and
(ii) advising on condition of contract, preparing specifications and

schedules as may be necessary to enable Government to obtain
tenders or otherwise award a contract for carrying out the Works,
and preparing such calculations and details relating to the Works
as may be required for submission to any appropriate authorities.
(c) Tender Stage

person, firms or companies tendering and as to the relative merits of
tenders, including relative merit of alternative tenders, prices and
(i) advising on the preparation of formal contract documents, including

letter of acceptance relating to accepted tenders for carrying out
the Works or part hereof;

materials and equipment supplied for incorporation in the Works
where the inspection and test are within the technical competency
of the CE, and arranging and witnessing the acceptance tests;

Schedule;


Works;
48
(vi) examining and approving the Contractor’s proposals and working

drawings;
(vii) making such visits to site as the CE considers necessary to satisfy

(viii) checking shop details and installation drawings;
(ix) approving the contractor’s commissioning procedures and

performance tests and inspecting the Works on completion;
(x) advising the Government or the architect as to the need to vary any
part of the Works;
(xi) giving all necessary instructions relating to the Works to the

Contractor;
(xii) issuing all certificates as required in contracts;
(xiii) performing any duties which the CE may be required to carry out
in any contract for the execution of the Works;
(xiv) delivering to the Government on the completion of the Works such

(xv) delivering to the Government duly signed and endorsed as-built

(xvi) deciding any dispute or difference arising between the Government

Works.

include:
(i) in the event of non-conformance to the performance requirement

of Works rendered, the CE shall be responsible for compiling,
49
(ii) preparing an assessment of the performance of the Contractor to

GR;

(v) monitoring, inspecting and certifying rectification Works done by

the Contractor;
(vii) inspecting and compiling final defects list at the end of Defect
carried out;
recommend the certificate of making good defects and closing of
account to GR;


(xi) any other responsibilities which are necessary to be done by an

engineer for the successful implementation of the Works.
3.0 ADDITIONAL PROFESSIONAL SERVICES NOT INCLUDED IN BASIC

PROFESSIONAL SERVICES
3.1. Type A Works - Additional Professional Services
The Additional Professional Services to be provided by the CE include the

following:
(a) (i) preparing any report or additional contract documents required for
consideration of proposal for the carrying out of alternative works;
(ii) carrying out services consequent upon a decision by the

Government to seek amendments to existing laws affecting the
Works;
50
(iii) carrying out services in connection with any application made by

the Government for any order, sanction, license, permit or other
consent, approval or authorization (not including normal approval
required from relevant technical authorities)necessary to enable
the Works to proceed;
(iv) carrying out services arising from the failure of the Government to
award a contract in due time;
(v) preparing details for shop fabrication of ductwork, metal, plastic and
timber framework;
(vi) carrying out services consequent upon any abandonment of a

contract by the Contractor or upon the failure of the Contractor to
properly perform any contract beyond the control of the CE or upon
delay by the Government in fulfilling its obligations or in taking any
other step necessary for the due performance of the Works;
(vii) assisting and advising the Government with regard to any matter or
thing which may be the subject of arbitration, inquiry or litigation
and, if and when so required by the Government, attending and
giving or otherwise assisting the Government before any court or in
any arbitration or at any inquiry dealing with any matter arising from
or in connection with the execution of the Works;
(viii) carrying out such other additional services, if any, as directed by

the Government;
(ix) carrying out services in conjunction with any other persons

employed to provide any of the services specified in subparagraph
3.1(b) of this Schedule; and
(x) providing project management services.
(b) (i) obtaining specialist technical advice on any abnormal aspects of

the Works;
(ii) obtaining other professional services (Associated Consultants) for

the Works;
(ii) providing services in connection with the valuation, purchase, sale

or leasing of lands, and the obtaining of way-leaves; and
(iii) carrying out of marine, air and land surveys other than those
referred to in sub-paragraph 2.1(a) of this Schedule; and the
making of model tests or special investigations.
3.2. Type B Works - Additional Professional Services
51

following:
consideration of proposals for the carrying out of alternative works;

Works;

(iv) checking and advising on any part of the project not designed by
the CE;
(v) carrying out services arising from the failure of the Government to
(vi) carrying out services consequent upon any abandonment of a

properly perform any contract or upon delay by the Government in
fulfilling its obligations or in taking any other step necessary for the
due performance of the Works;
(vii) assisting and advising the Government with regard to any matter or
(viii) carrying out such other additional services, if any, as directed by

the Government;
(ix) preparing interim or other reports or detailed valuations including

estimates or cost analysis based on measurement or forming an
element of a cost planning service;
(x) carrying out services in conjunction with any other persons

employed to provide any of the services specified in subparagraph
3.2(b) of this Schedule;
(xi) preparing preliminary estimates for the Works which are normally
prepared by others including such persons as the architects,
quantity surveyors and contractors; and
52
(xii) providing project management services.

the Works;

the Works
(iii) surveying the site or existing works and installations;
(iv) providing investigation on the nature and strength of existing works

and the making of model tests or special investigations;
(v) providing services in connection with the valuation, purchase, sale

or leasing of lands, and the obtaining of way-leaves;
(vi) carrying out of marine, air and land surveys and making of model
tests or special investigations; and
(vii) carrying out special inspection or tests advised by the CE under

subparagraph 2.2(d)(iii) of this Schedule.
3.3. Type C Works - Additional Professional Services

following:
consideration of proposal for the carrying out of alternative works;

Works;

(iv) checking and advising on any part of the project not designed by
the CE;
(v) negotiating and arranging for the provision or diversion of utility
services;
(vi) negotiating any contract or sub-contract with a contractor selected

otherwise than by competitive tendering including checking and
agreeing on the quantities and net costs of materials and labour,
arithmetical checking and agreeing on the added percentages to
cover overhead costs and profit;
53
(vii) carrying out services arising from the failure of the Government to
(viii) carrying out services consequent upon any abandonment of a

properly perform any contract or upon delay by the Government in
fulfilling its obligations or in taking any other step necessary for the
due performance of the Works;
(ix) assisting and advising the Government with regard to any matter or
(x) preparing interim or other reports or detailed valuations including

estimates or cost analysis based on measurement or forming an
element of a cost planning service;
(xi) providing manuals and other documents describing the design,

operation and maintenance of the Works;
(xii) carrying out services in conjunction with any other persons

employed to provide any of the services specified in sub-paragraph
3.3(b) of this Schedule;
(xiii) providing project management services;
(xiv) preparing builder’s work drawings, record drawings or any detailed

schedules where necessary; and
(xv) carrying out such other additional services, if any, as directed by

the Government.
the Works;

the Works;
(iii) surveying the site or existing works and installations;

(iv) providing services in connection with the valuation, purchase, sale
or leasing of lands, and the obtaining of way-leaves;
(v) making model tests or special investigations;
(vi) carrying out special inspection or tests advised by the CE under

sub-paragraph 2.3(d)(iii) of this Schedule; and
54
(vii) carrying out commissioning procedures or performance tests.
4.0 SUPERVISION ON SITE
(a) The CE may be required to provide part-time or full-time engineering

supervision on site. Where such service is required, the number of staff
to be employed including the CE's own staff to be seconded to site for
the purpose, shall be approved in writing by the Government.
(b) Unless otherwise agreed to by the approving authorities concerned, the

CE shall be in full control of, and responsible for, construction
supervision of the Works on site.
(c) If in the opinion of the CE, the nature of the work including the carrying
out of any geotechnical and other investigations, topographic survey and
test warrants full-time or part-time supervision on site in addition to the
site visits made by the CE under sub-paragraphs 2.1(d)(vii), 2.2(d)(vii)
and 2.3(d)(vi) of this Schedule (whichever is applicable), the CE shall
advise the Government of the fact and also the desired qualification and
experience which the site staff shall possess.
(d) All site staff shall be under the control of, and take instructions from the
CE.
“SCHEDULES”
FOR ENGINEERING CONSULTANCY SERVICES
PART B : SCHEDULE OF FEES
1.0 PAYMENT FOR PROFESSIONAL SERVICES
The CE in performing the Services described in Part A shall be paid in

accordance with any or all of the following types/modes of payment:
(a) Payment On the Basis Of Scale of Fees;-

 For Basic Professional Services
(b) Payment On The Basis Of Time Cost

 For Additional Services
 For Site Supervision
(c) Disbursements / Reimbursable
(d) Other Payments
2.0 PAYMENT ON THE BASIS OF SCALE OF FEES
55
The CE in performing the Basic Professional Services described in Part A -

Schedule of Services sub-paragraph 2.1, 2.2 and 2.3 shall be paid in
accordance with the Scale Of Fees, based upon the Cost of Works.
2.1. Definition Of Cost Of Works
(a) “Cost of Works” means the total cost to the Government however
incurred of all contractors and specialist works, services, installations
and equipment designed, specified or allowed for and forming an integral
part of the total project to enable the project to be completed and
occupied to its intended standards, including:
(i) a market value of any labour, materials, manufactured goods,

machinery or other facilities provided by the Government,
(ii) the full benefit accruing to the Contractor from the use of
construction plant and equipment belonging to the Government
which the Government has required to be used in the execution of
the Works;
(iii) the market value of materials, manufactured goods and machinery

incorporated in the Works;
(iv) the cost of geotechnical investigations and other specialist

investigations related to the Works;
(v) a fair proportion of the total cost to the Government of any work in
connection with the provision or diversion of public utilities system
which is carried out, other than by the Contractor, under
arrangements made by the CE, assessed with reference to the
costs incurred by the CE in making such arrangements, but shall
not include-
 operating equipment or machinery that are not an integral or

essential part of the Works,
 administrative expenses incurred by the Government,
 all consultancy fees incurred by the Government,
 interest on capital incurred during construction,
 the costs of raising money required for the construction of the
Works;
 price variations arising from fluctuation of prices, and
 costs of land and way leaves.
(b) The cost of works for the purpose of calculating the fees shall be derived
as follows :
(i) for works which have not yet been tendered, the latest estimate of
cost prepared by the CE or other consultants and accepted by the
Government;
56
(ii) for works tendered but not executed, the lowest acceptable tender
received as agreed by the CE and the Government, less
contingency sum;
(iii) for works tendered and executed, the original contract sum, less
contingencies; or
(iv) for completed works, the cost of works shall be the final cost of
works as per the final account of the project including variations,
except those variations incurred as a result of deficiency or default
in services by the CE.
2.2. Scale Of Fees For Basic Services
The fee to be paid to the CE shall be an amount equal to the product of the total
cost of the Works times the percentage determined from the Scale of Fees as
set out in Table I – Scale of Fees.
Table I – Scale Of Fees

Total Cost Of Components
Of The Works In the
Respective Type (Cost of P(max) P(min)
Works)
(RM)
100,000 and below 10.00% 8.25%
7.45%
250,000 8.65%
500,000 7.60% 6.85%
1,000,000 6.80% 6.30%
2,500,000 6.00% 5.65%
5,000,000 5.50% 5.20%
10,000,000 5.00% 4.75%
20,000,000 4.65% 4.25%
25,000,000 4.50% 4.10%
50,000,000 4.25% 3.80%
75,000,000 4.10% 3.70%
100,000,000 3.95% 3.60%
150,000,000 3.70% 3.40%
200,000,000 3.55% 3.25%
250,000,000 3.40% 3.10%
300,000,000 3.30% 3.00%
350,000,000 3.20% 2.90%
400,000,000 3.10% 2.80%
500,000,000 2.95% 2.70%
600,000,000 2.85% 2.60%
700,000,000 2.75% 2.50%
800,000,000 2.67% 2.40%
900,000,000 2.60% 2.33%
1,000,000,000 and above 2.54% 2.28%
57
(a) Intermediate values shall be interpolated linearly from the adjacent

percentages of P (max) or P (min), as the case may be.
(b) The actual percentage to be used in sub-paragraph 2.2(a) of this

Schedule shall be a value within the range P(min) to P(max), and shall
be agreed to between the Government and the CE prior to the
engagement. Selection of the actual percentage shall be based on the
complexity of the works.
(c) If bar bending schedules for reinforced concrete work are prepared and
furnished by the CE, he shall be paid an additional fee calculated at 3/4
(three quarters) percent of the cost of the reinforced concrete work for
which the bar bending schedules are prepared and furnished. In this
context, reinforced concrete work comprises concrete, reinforcements,
pre-stressing tendons and anchorages, formwork, inserts and all labour,
together with the relevant portion of the preliminaries.
(d) If the Works are to be constructed in more than one phase and as a
consequence the Services which the CE has to perform under sub-
paragraphs 2.1, 2.2 and 2.3 of Part A – Schedule of Services have to be
undertaken by the CE separately in respect of each phase, then these
provisions for payment shall apply separately to each phase as if the
expression "the Works" as used in this clause means the works
comprised in each phase.
(e) If the design of any unit of Works is adopted again in the construction of
subsequent units by the Government under one Works contract or under
other works contracts at the same site or other sites under the same
consultancy agreement, and the CE’s same drawings, specifications and
other documents are used with or without modification of foundations to
suit site conditions, the fees shall be reduced for each of the second and
subsequent units in accordance with the following Tables II or III:
Table II: Repetitive Work Applicable to Type A Works

Fees as % of the full fee for all stages for First
Unit
Unit Concerned For design Up to and Up to and
copyright only including including
tender stage construction
stage
First Unit (Apply subparagraph 2.2(a) of this Part)
Second Unit 30 35 65
Third Unit 20 25 55
58
Fourth Unit 10 15 45
Each of the Fifth Free of Charge 5 35
and Subsequent
Units
Table III: Repetitive Work Applicable to Type B and Type C Works

Unit Concerned Fees A For Fees B For
Structural Engineering
Engineering Works Systems (As % of
(As % of fee for First fee for First Unit)
Unit)
First Unit 100 100
Each of the 2nd to 5th Units 75 75
th th
Each of the 6 to 10 50 50
Units
40 40
th th
Each of the 11 to 20
30 30
Units
Each of the 21st&
Subsequent Units
(f) The scale of fees for repetitive work mentioned in sub-paragraph 2.2(e)
of this Schedule shall be applied subject to the following conditions:
(i) a block of shops, flats, apartments or condominium shall be

considered as a unit;
(ii) the cost of a single unit shall be computed by including the

apportioned preliminaries;
(iii) if it is necessary to modify the design of the standard unit to

accommodate the ground level for the substructure of any repetitive
unit or part of any repetitive unit due to variation in site conditions
or other reasons, the modified unit shall still be considered as a
repetitive unit provided that the additional work involved in
modifying the design and preparation of additional drawings is paid
for by the Government to the CE on a time basis (i.e. salary cost
times a multiplier) together with relevant disbursements as provided
in paragraphs 4.0 and 5.3 of this Part; and
(iv) if a development has units comprising different numbers of shops,

flats, apartments or condominiums of similar designs in each unit
(i.e. the intermediate shops, flats, apartments or condominiums of
the units having identical or mirror plans each to each, and
the end shops, flats, apartments or condominiums of the units
having identical or mirror plans each to each), then for the purpose
of application of the scale for repeated works prescribed in sub-
59
paragraph 2.2(f) of this Part, the cost of every one of the units shall
be taken as equal to the average cost of all such units of similar
design.
3.0 PAYMENT ON THE BASIS OF TIME COST
The CE who has rendered any of the Additional Services described in Part A –
Schedule of Services sub-paragraph 3.1, 3.2 and 3.3 and/or Site Supervision
as described in Part A – Schedule of Services sub-paragraph 4.0 shall be paid
in accordance with Payment On The Basis Of Time Cost as follows :-
(a) Remuneration shall be determined on the basis of time actually spent

and a rate specified in respect of the CE’s personnel, where such rate
shall be calculated based on basic salary times an appropriate multiplier
as approved by the Government.
(b) The Government shall not be responsible for payment of the above
remuneration to the CE’s Personnel who are on annual leave or sick
leave.
(c) the CE shall not be entitled to any payment in respect of time spent by
secretarial staff or by staff engaged on general accountancy or
administration duties in the CE’s office.
(d) the CE shall be entitled for other payments, where applicable, as

described in paragraph 4.0 and 5.0.
4.0 DISBURSEMENTS / REIMBURSIBLES
The CE shall in all cases be reimbursed by the Government for the

disbursements actually incurred as approved by the Government.
5.0 OTHER PAYMENTS
5.1. Payment For Other Consultants Or Specialist Technical Advice
If the CE has obtained the advice of a specialist under sub-paragraphs 3.1(b),

3.2(b) and 3.3(b) of Part A – Schedule of Services, the CE shall be paid
separately by the Government the actual fees as charged by the other CEs or
specialists, which shall be derived from Payment On The Basis of Time Cost or
Scale Of Fees as approved by the Government.
5.2. Payment For Use Of Special Equipment
If the CE, in the carrying out of his Services, requires the use of additional or
special software for the services or other special equipment for specialised
designs and studies and with the prior approval, or at the request, of the
Government, the CE shall be paid separately for:
60
(a) the time spent in connection with the use of the special equipment, the
development and writing of programmes, and the operation of the
special equipment, in accordance with sub-paragraph 3.0 of this
Schedule ; and
(b) the actual hiring charge for the use of the special equipment.
5.3. Payment for Alteration or Modification To Design
If after the completion by the CE of its Services under sub-paragraphs 2.1(a),

2.2(a) and 2.3(a) of Part A – Schedule of Services whichever is applicable, any
design whether completed or in progress or any specifications, drawings or
other documents prepared in whole or in part by the CE is required to be
modified or revised by reason of instructions received by the CE from the
Government, or by reason of circumstances which could not reasonably have
been foreseen, the CE shall be paid an additional payment based on time cost
by the Government as provided in sub-paragraphs 3.0 of this Schedule, and
also any appropriate reimbursements provided in paragraph 4.0 and 5.2 of this
Schedule for making any necessary modifications or revisions and for any
consequential reproduction of documents.
5.4. Payment When Works Are Damaged or Destroyed
If at any time before completion of the Works, any part of the Works or any
materials, plant or equipment whether incorporated in the Works or not are
damaged or destroyed, resulting in additional services being required by the
Government to be carried out by the CE, provided always such damage was
not due to the negligence on the part of the CE, then the CE shall be paid by
the Government payment on the basis of time cost for the additional works
together with any reimbursements as provided in paragraphs 3.0 and 4.0 of this
Schedule.
5.5. Payment Following Termination or Suspension by the Government
(a) In the event of the termination of this Agreement (unless such

termination shall have been occasioned by the default of the CE) or the
suspension of the Project by the Government, the CE shall be paid the
following sums (less the amount of payments previously made to the
CE):
(i) a sum deducible from the stage of Services completed at the time
of termination or suspension; and
(ii) amounts due to the CE under any other paragraph of this

Schedule.
provided that the CE shall accept the said payments by the Government
as full and complete settlement of all his claims for payment under or
arising out of this Agreement.
61
(b) In the event that the CE is required to recommence its Services for the
Project suspended by the Government, the CE shall be paid for the
performance of its Services the sum payable to the CE under paragraph
2.0 and/or paragraph 3.0 of this Schedule, whichever may be applicable,
the payments under sub-paragraphs 5.5(a)(i) and (ii) of this Schedule
being treated as payments on account.
(c) Where the tendering of the Project (or any part thereof) is likely to be
delayed for more than twelve (12) months or postponed at the request
of the Government, the CE shall be paid according to the Scale of fees
described paragraph 2.0 of this Schedule but the cost of works
applicable shall be the estimated cost of works (or any relevant part
thereof) and agreed to by the Government at the time of completion of
the particular stage of professional services.
(d) Where the Project is suspended or postponed after the tenders have
been called, the fees payable to the CE shall be computed based on the
lowest acceptable tender received.
(e) Where tenders are recalled and the Project is subsequently resumed,
the total fees payable to the CE, inclusive of the fees paid under sub-
paragraph 5.5(d) of this Schedule, shall be as follows:
(i) for the Preliminary, Design and Tender stage, the fees shall be as
computed in sub-paragraph 5.5(d) of this Schedule, and
(ii) for the Construction and Defects Liability Period (DLP)stage, the
fees shall be computed based on the contract sum for the works
at the time of resumption and in accordance with the definitions of
“cost of works”.
(f) If the CE is required to provide any additional services in connection with

the resumption of his Services in accordance with sub-paragraph 5.5(b)
of this Schedule, the CE shall be paid for the performance of the
additional services on the basis of Time Cost and also any appropriate
reimbursements in accordance with paragraphs 4.0 of this Schedule.
(g) Upon suspension or termination of this Agreement, the CE shall within

the period specified under item 8 in Appendix 7 of this Agreement submit
to the GR a statement of final account and supporting documentation
showing in details the value of Services carried out in accordance with
this Agreement.
(h) Within the period specified under item 9 in Appendix 7 of this Agreement,
the GR shall verify the statement of account and its supporting
documentation and evaluate the Services carried out and shall issue the
final account for the Services.
62
(i) FOR THE AVOIDANCE OF DOUBT, the Parties hereby agree that the
CE shall not be entitled to any form of losses including loss of profit,
damages, claims or whatsoever upon termination of this Agreement.
6.0 STAGES OF PAYMENT OF FEES
(a) Where the payment is based on the Scale of Fees, the proportions of
the total fee for the Works to be paid to the CE against the relevant
stages of Services shall be as Table IV.
Table IV – Stages of Payments

Stage Type A , Type B and Type C
Works
1. Preliminary stage 15%
2. Design stage (i) 30%
3. Design stage (ii) 15%
4. Tender stage 5%
5. Construction stage 30%
6. Defect Liability Period 5%
(DLP) stage
(b) The CE shall be entitled to payments at intervals to be mutually agreed

upon by the CE and the Government in proportion to the Basic Services
rendered so that the total fees paid at the completion of each of the
stages shall be equal to the percentages as set out in Table IV.
(c) Unless otherwise specified or mutually agreed beforehand between the

Government and the CE in this Agreement, the fee apportioned to each
stage shall be paid in full, even if, under the circumstances in a particular
case, the CE is not required to perform some of the Services listed under
that stage in Paragraph 2.0 in Part A - Schedule of Services.
(d) Where there are variations to the works at any time during the course of
construction which results in changes (reduction/increase) to the original
contract sum, the fees for the services rendered by CE:
(i) under the completed Preliminary, Design and Tender stage, shall
be based on the original contract sum; and
(ii) under the completed Construction stage, shall be based on the

final cost of works including variations.
(e) Where the payment is based on Time Cost, the proportions of the total
fee for the Works to be paid to the CE shall be based on the completion
of deliverables or on a pro-rated monthly basis or any other agreed
stages of payment.
63
(f) Payment for site supervision services shall be paid on a monthly basis.
(g) Payment for disbursement / reimbursable shall be made on a monthly

basis upon submission of receipts and invoices where applicable.
64
APPENDIX 1
APPENDIX 1 : TERMS OF REFERENCE
[TO BE INSERTED BY RELEVANT AGENCY]
To Include at least :
1. Project Brief
2. List & Mode of Deliverables
3. Scope of Services
(a) Basic Services

(b) Additional Services
(c) Site Supervision (if applicable)
65
APPENDIX 2
APPENDIX 2 : TECHNICAL DOCUMENTS FOR PROJECT IMPLEMENTATION
[CE’S TECHNICAL DOCUMENTS FOR PROJECT IMPLEMENTATION-

TO BE INSERTED BY RELEVANT AGENCY]
66
APPENDIX 3
APPENDIX 3 : LETTER OF ACCEPTANCE
[THE LETTER OF ACCEPTANCE SHALL INCLUDE THE SIGNING PAGE AND

EXECUTED BY THE CE - TO BE INSERTED BY RELEVANT AGENCY]
67
APPENDIX 4
APPENDIX 4 : CERTIFICATE OF REGISTRATION WITH PROFESSIONAL

BOARD
68
APPENDIX 5
APPENDIX 5 : DELIVERABLES
Due Date of
No. Deliverables Stages Details Submission
1.
2.
69
APPENDIX 6A
APPENDIX 6A : SUMMARY OF TOTAL CONSULTING COST
70
APPENDIX 6B
APPENDIX 6B : CONSULTING FEES
[DETAILED BREAKDOWN/CALCULATION OF FEES-

71
APPENDIX 6C
APPENDIX 6C : OUT OF POCKET EXPENSES
[DETAILED BREAKDOWN/CALCULATION OF OUT OF POCKET EXPENSES-

72
APPENDIX 7
APPENDIX 7 : SCHEDULE OF AGREED ITEMS
Item Clause of Description Remarks

Agreement
1. 3.1 Commencement date …… date to be inserted by Agency
2. 3.1 Contract period …… week/month/year
3. 3.1 Contract Expiry date …… date to be inserted by Agency
Period for negotiation of the
4. ………….week/month/year prior to
3.2(b) terms and condition for extension
Contract Expiry Date
of the contract period
1.1(i),
5. 5.16(c), Government’s Representative …… designation/(s) to be inserted
6.1(a) & (GR) by Agency
8.1(a)
6. Period for the Government to …… days to be inserted by
6.2(b)
give decision Agency
Name: …………….
7. CE’s bank account details for
6.4(c) Account No.:……..
purposes of payment
Bank Address:……..
Formula for calculation of
Liquidated and Ascertained
Damages:
8. RM……………./day
5.3(b) LAD = % BLR x Fees
100 365
(subject to a minimum of
RM100/- per day)
a) For the Government a) Official Designation:
Address:
Fax No. :
Tel. No :
Email :
9. 16(a)
b) For the CE b) Name of Firm :
Address :
Fax No. :
Tel No.:
Email :
73
APPENDIX 8
APPENDIX 8 : SERVICES IMPLEMENTATION SCHEDULE
[TO INCLUDE DUE DATE(S) OF SPECIFICALLY IDENTIFIED DELIVERABLES-

No Deliverable stages List of activities Period of Start Date End Date

Implementations (according (according
according to to to
activities activities) activities)
OR
GANTT CHART
74
APPENDIX 9
APPENDIX 9 : CE’S PERSONNEL
No Name of Role in Number of Age Employment Full Name of Professional

Personnel Team Years of Status with Highest Certificates
(inclusive Working the firm Academic (list name of
of owner & Experience (Permanent/ Qualification certificate and
principal) Temporary) (specify membership no.
name of (if any))
university)
75
APPENDIX 10
APPENDIX 10 : CE’S PERSONNEL TIME INPUT SCHEDULE

(IF APPLICABLE)
No. Name of Total Time Input by Start Date End Date

Personnel each personnel and (work commenced by (work ended by each
Involved in each according to each personnel) personnel)
stages deliverable stages
Deliverable Stage XX
1
etc
etc
etc
76
APPENDIX 11
APPENDIX 11 : CE’S SERVICES TAX LICENSE
77
APPENDIX 12
APPENDIX 12 : SCHEDULE OF PAYMENT
[BREAKDOWN OF SCHEDULED PAYMENT BY STAGES/PHASES OR MONTHS-

78

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Form CSA2014-Engineering(incl.

Specify full name of project

Specify contract number

THE GOVERNMENT OF MALAYSIA

Name of consultancy firm

Company registration no with Suruhanjaya Syarikat Malaysia (local company) or

6.3. Obligation to Supply Relevant Information and Assistance ................. 22

24.0 INCOME TAX ............................................................................................... 35

APPENDIX 8 : SERVICES IMPLEMENTATION SCHEDULE ................................ 74

THIS AGREEMENT is made on …………..day

Name of Government Agency

NOW IT IS HEREBY AGREED as follows:

1.0 DEFINITIONS AND INTERPRETATIONS

(b) ‘’Associated Consultant” means other consultant(s) engaged by the CE

(d) “Contractor” means any sole proprietorship, partnership or company

(h) “Defects Liability Period” is as provided in the contract between the

(i) “Deliverables” means all deliverables (including designs, drawings,

(j) “Government’s Representative (“GR”) means the person under item 5 in

(l) “Professional Indemnity Insurance” means the insurances taken and

(b) references to clauses, appendices, and schedules are references to

(f) reference to clauses shall be read in the case of sub-clauses,

(h) the expression of "this Agreement" or any similar expression shall

(i) references to any document or agreement shall be deemed to include

(j) words denoting any gender shall include all genders;

(k) any reference to an “approval” is a reference to an approval in writing;

(l) any reference to an “amendment” includes any variation, deletion or

(p) any reference to a “day”, “week”, “month” or “year” is a reference to that

(as specified in Appendix 6C of this Agreement) subject to the terms and

3.0 EEFECTIVE DATE AND DURATION OF THIS AGREEMENT

3.2. Extension of Contract Period

CE’S REPRESENTATIONS, WARRANTIES AND OBLIGATIONS

4.0 CE’S REPRESENTATIONS AND WARRANTIES

(a) it is a corporation validly existing under the laws of Malaysia;

(b) it is registered as a consultancy firm with the Ministry of Finance

(c) the CE is a body corporate or partnership or sole proprietorship

(i) its Memorandum and Articles of Association; or

(ii) any other document or agreement which is binding upon it or its

(h) no litigation, arbitration, tax claim, dispute or administrative proceeding

(i) no corruption or unlawful or illegal activities or practices have been used

5.0 CE’S OBLIGATIONS

(a) The CE shall maintain a professional standard of service and

(b) The CE shall have sufficient knowledge of current Local Authority

5.2. Timeliness of Services

(a) The CE shall prepare a draft services implementation schedule

(b) The agreed draft service implementation schedule as approved by the

(c) The CE shall provide to the Government scheduled progress reports in

5.3. Consequences of Delay

5.4. Instructions by The Government

(b) The CE shall attend or be represented at all meetings convened by the

5.5. Design Services

(d) All drawings, designs, plans, specifications, bills of quantities or other

property and in the circumstance it is impracticable for the CE to obtain

5.6. CE’s Personnel

(a) The CE shall provide efficient, suitably qualified and experienced

(c) The Project Manager of the CE as specified in Appendix 9 shall be

(d) There shall be no changes or substitutions in the CE’s Personnel set

(e) In the event the number of CE’s Personnel as specified in Appendix 9

(f) The CE shall ensure that any changes, substitution or replacement of