CONDITIONS OF CONTRACT

FOR CONSULTANCY SERVICES

CONTRACT RD276
 CC-i

CONTENTS

Page

1 GENERAL PROVISIONS ..................................................................................... 1

2 COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF

THE CONTRACT .................................................................................................. 3

3 THE RIGHTS AND DUTIES OF THE CONSULTANT .......................................... 6

4 DOCUMENT AND RECORDS .............................................................................. 6

5 PERSONNEL ........................................................................................................ 7

6 LIABILITY OF THE CONSULTANT ...................................................................... 9

7 SECURITY DEPOSIT ......................................................................................... 10

8 ASSISTANCE PROVIDED BY THE AUTHORITY .............................................. 11

9 VARIATION(S) AND VALUATION ...................................................................... 11

10 PAYMENTS TO THE CONSULTANT ................................................................. 13

11 SETTLEMENT OF DISPUTES ........................................................................... 13

12 CLAIM AND PAYMENT OF GOODS AND SERVICES TAX .............................. 15

13 DELAY OF SERVICES ....................................................................................... 16

14 CONFLICT OF INTEREST ................................................................................. 17

15 COMPLIANCE WITH STATUTORY REQUIREMENTS ...................................... 17

16 WITHHOLDING TAX .......................................................................................... 17

17 PARENT OR ASSOCIATED COMPANY GUARANTEE ..................................... 17

CONTRACT RD276
 CC-1

CONDITIONS OF CONTRACT FOR

CONSULTANCY SERVICES
1 GENERAL PROVISIONS

1.1 SCOPE OF SERVICES

The services to be performed by the Consultant under the Contract (hereinafter

called 'the Services') are described in the Terms of Reference.

1.2 RELATIONSHIP BETWEEN THE PARTIES

Nothing contained herein shall be construed as establishing or creating a

relationship of master and servant, or principal and agent, or constitute a
partnership between the Authority and the Consultant.

1.3 LAW

1.3.1 The Contract shall be deemed to be made in Singapore and shall be

subject to, governed by and interpreted in accordance with the Laws of
the Republic of Singapore for every purpose. A person who is not party
to this Contract shall have no right under the Contracts (Rights of Third
Parties) Act to enforce any of its terms.

1.3.2 Where the Building and Construction Industry Security of Payment Act
applies to this Contract, all provisions in this Contract shall be read to
give effect to the provisions of the Act. For that purpose, the parties shall
be entitled to such rights and be subject to such obligations as may be
set out in the Building and Construction Industry Security of Payment
Act.

1.4 DEFINITIONS

1.4.1 Words importing the singular only also include the plural and the
masculine includes the feminine and vice-versa where the context
requires.

1.4.2 Authority means the LAND TRANSPORT AUTHORITY OF

SINGAPORE established by the Land Transport Authority of Singapore
Act (Cap 158A).

1.4.3 Consultant means the person or persons, firm or company whose

Tender has been accepted by the Authority and includes the
Consultants successors.

CONTRACT RD276
 CC-2

1.4.4 Contract means the Conditions of Contract for Consultancy Services,

the Particular Conditions (if any), Appendix (if any), the Terms of
Reference, the Technical and Cost Proposals together with the Form of
Tender, Letter of Acceptance, (including Tender Addenda, if any) and
such other letters and documents as the parties may expressly identify in
writing and agree as forming part of the Contract.

1.4.5 Officer-in-charge means the person or persons appointed as such by

the Authority for the purposes of the Contract.

1.4.6 All references to clauses are references to clauses numbered in these

Conditions of Contract and not to those in any other document forming
part of the Contract unless otherwise expressly stated.

1.4.7 Except as the context otherwise requires,

(a) day shall mean calendar day

(b) month shall mean calendar month

1.5 HEADINGS

The headings in these Conditions of Contract are for convenience only and
shall not be deemed to be part thereof or be taken into consideration in the
interpretation or construction thereof or of the Contract.

1.6 NOTICES

1.6.1 All notices, requests, demands and other communications required or

permitted to be made under the Contract shall be in writing and shall be
deemed to have been duly given or made if delivered by any one of the
following means:

(a) personal delivery;

(b) registered mail;

(c) facsimile transmission, or

(d) ordinary post,

to such address as may be notified in writing by one party to the other

from time to time.

CONTRACT RD276
 CC-3

1.6.2 For the avoidance of doubt, any communication under the Contract via
electronic mail shall be treated as verbal communication. The party
issuing such communication shall, within 7 days from the date of the
electronic mail confirm the contents of such communication in writing and
in accordance with Clause 1.6.1.

1.7 DOCUMENTS TO BE TAKEN AS MUTUALLY EXPLANATORY

The several documents forming the Contract are to be taken as mutually

explanatory of one another but in the event of any conflict or inconsistency
between the Conditions of Contract and the other documents forming the
Contract, the Conditions of Contract shall be given precedence.

2 COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF

THE CONTRACT

2.1 CONTRACT IN FORCE

The Contract shall come into force on the date of the issue of the Letter of
Acceptance by the Authority.

2.2 COMMENCEMENT DATE

The Consultant shall commence the Services on the date of commencement as

notified by the Authority in writing as stated in the Letter of Acceptance.

2.3 DATES OF COMPLETION

The Consultant shall complete the Services in accordance with the requirements
set out in the Letter of Acceptance or any earlier or later date as instructed by the
Authority.

2.4 ALTERATIONS

Should circumstances arise which call for modifications to the Contract, these
may be made by mutual consent given in writing by the parties hereto. Proposals
in this respect from one party shall be given due consideration by the other party.

2.5 ASSIGNMENT

The Consultant shall not, without the prior written consent of the Authority,
assign or otherwise transfer this Contract or his interest, rights or benefits under
the Contract or any part thereof.

CONTRACT RD276
 CC-4

2.6 SUB-CONTRACTS

2.6.1 The Consultant shall not appoint any sub-consultants to perform the
Services without the prior written consent of the Authority. The
appointment of the sub-consultants shall not relieve the Consultant of
any of the obligations under the Contract.

2.6.2 Any sub-contract or modification or termination thereof relating to the

performance of the Services by the Consultant shall be made only with
the prior written agreement of the Authority.

2.6.3 The sub-consultants appointed pursuant to this clause shall hereafter be

referred to as the Sub-Consultants.

2.7 POSTPONEMENT AND TERMINATION

2.7.1 BY NOTICE OF THE AUTHORITY

The Authority may by written notice to the Consultant at any time give
prior notice of its intention to abandon or postpone the Services, in whole
or in part, or terminate the Contract. The effective date of termination of
the Contract shall not be less than sixty (60) days after receipt of such
notice, or such other shorter or longer period as may be agreed between
the parties hereto. Upon receipt of such notice the Consultant shall take
immediate steps to bring the Services to a close and to reduce
expenditures to a minimum.

2.7.2 DEFAULT BY THE AUTHORITY

The Consultant may notify the Authority in writing of his intention to

terminate the Contract if he has not received payment as described in
Clause 10 and if the Authority does not respond to that notice within fifteen
(15) days, the Consultant may forthwith by notice in writing terminate the
Contract.

2.7.3 FORCE MAJEURE

Neither party shall be liable for any failure to perform its obligations under
the Contract if the failure results from events which are beyond the
reasonable control of either party, provided always that whenever possible
the affected party will resume that obligation as soon as the factor or event
occasioning the failure ceases or abates. For the purposes of the Contract,
such events shall include acts of God, civil or military authority, civil
disturbances, wars, strikes, fires or other catastrophes.

CONTRACT RD276
 CC-5

2.7.4 ENTITLEMENT OF CONSULTANT UPON POSTPONEMENT OR

TERMINATION

Upon postponement of the Services or termination of the Contract under

Clauses 2.7.1, 2.7.2 or 2.7.3 and subject to the obligation of the Consultant
to mitigate his losses stated in Clause 2.7.1, the Consultant shall be entitled
to receive the remuneration due up to the effective date of postponement
or termination for Services actually done by the Consultant and
reimbursement in full for such of the costs specified in the Cost Proposal as
shall have been incurred prior to the effective date of such postponement
or termination less any sum due in respect of antecedent breaches if any,
by the Consultant.

2.7.5 DEFAULT BY THE CONSULTANT

The Authority shall notify the Consultant, in writing, if it considers that the
Consultant is not discharging or is in breach of his obligations under the
Contract, stating the reasons thereof and defaults complained of. In the
event that the Consultant does not respond to such notice within fifteen
(15) days or if the defaults complained of by the Authority shall continue for
not less than fifteen (15) days following such notification, the Authority may
terminate the Contract forthwith by notice in writing. In that event the
Consultant shall be liable to the Authority for any damages, costs and
expenses which the Authority may sustain or incur in consequence of such
termination.

2.7.6 CLAIMS FOR DEFAULT

Any claim for damages arising out of default and termination shall as far as
possible be agreed between the Authority and the Consultant or, failing
agreement, shall be referred to mediation in accordance to Clause 11 of
this Contract.

2.7.7 RIGHTS AND LIABILITIES OF PARTIES

Termination of the Contract, for whatever reason, shall not prejudice or

affect the accrued rights or claims and liabilities of either party to the
Contract.

2.8 PARTNERSHIPS/JOINT VENTURE

2.8.1 Should the Consultant be a partnership or a joint venture and at any time
take in an additional partner or partners, he or they shall, upon approval
of the Authority, be included in the expression the Consultant.

CONTRACT RD276
 CC-6

2.8.2 Should the Consultant be a partnership or a joint venture, the Contract

shall not be dissolved by the death or withdrawal of one or more
members of the partnership or joint venture.

3 THE RIGHTS AND DUTIES OF THE CONSULTANT

3.1 The Consultant shall exercise all reasonable skill, care and diligence in the
performance of the Services under the Contract and shall carry out all his
responsibilities in accordance with recognised professional and technical
standards. The Consultant shall in all professional matters act as a faithful
adviser to the Authority and in so far as any of its duties are discretionary, act
fairly as between the Authority and third parties.

3.2 The remuneration of the Consultant charged to the Authority according to the
Cost Proposal shall constitute his only remuneration in connection with the
Contract and neither the Consultant nor his personnel shall accept any
commission, allowance or indirect payment or other consideration in connection
with or in relation to the Contract or to the discharge of his obligations
thereunder.

3.3 The Consultant shall not have the benefit, whether directly or indirectly, of any
gratuity or commission whatsoever in the performance of the Contract.

3.4 The Consultant will provide all the expert technical advice and skills which are
required for the Services for which he is engaged.

3.5 The Consultant shall not be the medium of payments made on behalf of the
Authority to contractors and/or suppliers unless specifically so requested by the
Authority in writing.

4 DOCUMENT AND RECORDS

4.1 All reports submitted to the Authority, all relevant data such as drawings,
diagrams, plans, statistics, software listing and supporting materials compiled in
performing the Services shall be the sole and exclusive property of the
Authority. The Consultant shall not suffer, permit or raise any liens in respect of
the same.

4.2 As between the parties, copyright and other intellectual property rights in the
design, drawings, diagrams, plans etc created and/or compiled in performing
the Services shall remain with the Consultant. However, the Consultant shall
be deemed to have given to the Authority a non-terminable transferable non-
exclusive royalty-free licence to copy, use and communicate the Consultants
design, including making and using modifications of them, for the purposes of
completing, operating, maintaining, altering, repairing and demolishing the
works.

CONTRACT RD276
 CC-7

4.3 As between the parties, copyright and other intellectual property rights in the
Authoritys drawings and documents in any format whatsoever arising out of the
execution of the Contract shall remain with and/or belong to the Authority. The
Consultant may, at his cost, copy, use and communicate the Authoritys
requirements, but only if the said copying, use and communication is necessary
for the design, execution and completion of the Services.

4.4 Not Used.

4.5 Whenever requested by the Authority, the Consultant shall provide additional
documentation and records necessary for the Authority to assess the value of
work performed by the Consultant. The Consultant shall attend and respond to
all queries raised by the Authority in relation to the Services and the products of
such Services provided by the Consultant at no additional cost to the Authority.

4.6 The Consultant shall permit the duly authorised representative(s) of the
Authority from time to time to inspect their working files relating to the Services
and to make copies thereof.

4.7 Without prejudice to Clause 6.1, as and when required by the Authority, the
Consultant shall at his own cost and within a reasonable period of time correct
any errors and/or omissions in the Services to the satisfaction of the Authority.

5 PERSONNEL

5.1 The Consultant shall provide suitably qualified and experienced personnel
acceptable to the Authority to carry out the Services. A Project
Director/Manager shall be appointed who shall be responsible for the co-
ordination of all the activities of the Consultant and who will liaise with the
Authority. The Project Director/Manager shall attend meetings with the
designated personnel of the Authority whenever required to do so for the
purpose of submitting or explaining any drawings or documents or for giving
information or advice relating to the Services. He shall not delegate any of the
tasks specified herein to another person without the prior written approval of the
Authority. The appointment of the Project Director/Manager shall be subject to
the approval of the Authority.

5.2 The Services shall be carried out by the personnel specified in the Technical
Proposal (hereinafter called the Personnel) in accordance with the terms and
for the respective periods of time indicated therein. The Consultant may, with
the prior approval of the Authority (which approval shall not be unreasonably
withheld), make minor adjustments as may be appropriate to ensure the
efficient performance of the Services.

CONTRACT RD276
 CC-8

5.3 Except as the Authority may otherwise agree, no changes shall be made in the
Personnel. If for any reason beyond the reasonable control of the Consultant it
becomes necessary to replace any of the Personnel, the Consultant shall
forthwith provide as a replacement, a person of equivalent or better
qualifications and experience and acceptable to the Authority.

5.4 In the event that any person specified in the Technical Proposal is considered
by the Authority to be incompetent in discharging his assigned responsibilities
or has misconducted himself, the Authority may request the Consultant to
forthwith provide a replacement with such qualifications and experience as may
be acceptable to the Authority. Any change in the Personnel or any new
personnel introduced or any upgrading of staff shall be subject to prior approval
of the Authority.

5.5 Except as the Authority may otherwise agree in writing, the Consultant shall
bear all additional travel and other costs arising out of or incidental to any
replacement.

5.6 The Consultant shall work closely with the designated personnel of the
Authority to ensure that the Services are conducted in line with the intended
concept and direction of the Authority.

5.7 The Consultant shall keep accurate and systematic accounts and records in
respect of the Services in such form and detail as is customary in his profession
or in such format as mutually agreed by the parties.

5.8 The Consultant shall respect and abide by all applicable laws and regulations in
Singapore and shall pay all taxes as required and note all regulations pertaining
to withholding of payments for taxes. The Consultant shall also use his best
efforts to ensure that the Personnel while in Singapore shall respect and abide
by all laws and regulations in Singapore.

5.9 The Authority undertakes no responsibility in respect of any life, health,

accident, travel and other insurance which may be necessary or desirable for
the Personnel or specialists associated with the Consultant for the provision of
the Services.

5.10 Except as the Authority shall otherwise specifically agree in writing, the
Consultant shall ensure that the Personnel and the personnel of any subsidiary
or associate of the Consultant do not engage in any activities other than their
services related to the Contract.

5.11 Except with the prior written consent of the Authority, the Consultant shall not at
any time communicate to any person or entity any confidential information
disclosed to him for the purpose of the Services or discovered by him in the
course of the performance of the Services, nor shall the Consultant make public
any information as to recommendations formulated in the course of or as a

CONTRACT RD276
 CC-9

result of the Services. The Consultant shall not make or cause any press
statements to be made or cause to be published any material whatsoever
relating to the Services. Provided that the Consultant may, with the Authority's
prior written approval (which shall not be unreasonably withheld), publish
descriptive articles, with or without illustrations, which he may reasonably
require for the purpose of his business. When required by the Authority, the
Consultant shall enter into an undertaking to safeguard official information upon
submission of tender and Contract award.

5.12 The Consultant shall use all reasonable endeavours to procure the observance
by the Personnel and the sub-consultant of the restrictions in Clause 5.11 and
shall take all reasonable steps to minimise the risks of disclosure of confidential
information, by ensuring that only he himself and the Personnel whose duties
will require them to possess any such information shall have access thereto,
and will be instructed to treat the same as confidential.

5.13 The obligations contained in Clauses 5.11 and 5.12 shall endure, even after the
termination of the Contract, without limit in point of time except and until such
confidential information enters the public domain.

6 LIABILITY OF THE CONSULTANT

6.1 The Consultant shall indemnify and hold harmless the Authority for and against
any and all claims, damages, expenses or costs (including those asserted by
third parties) arising directly or indirectly from his acts, errors or omissions, and
the acts, errors or omissions of his servants, agents or employees. The limit of
indemnity (if any) is as stated in the Appendix to the Conditions of Contract for
Consultancy Services.

6.2 The Consultant represents and warrants that all hardware, software or
intellectual property used or introduced by them under this Contract does not
infringe any copyrights, and all rights in relation to inventions, registered and
unregistered trademarks (including service marks), registered and unregistered
designs, circuit layouts, know how and any other rights resulting from
intellectual activity in the industrial, scientific, literary and artistic fields. The
Consultant shall be liable for any violation of legal provisions or rights of third
parties in respect of patents and/or copyrights introduced into documents
prepared by him and shall indemnify the Authority against any claims for
infringement or alleged infringement of patents and/or copyright.

6.3 The Authority shall give the Consultant prompt notice in writing of any such
claim.

6.4 Without prejudice to the Authority's right to defend a claim alleging such
infringement, the Consultant shall if requested by the Authority, but at the
Consultants expense, defend such claim. The Consultant shall observe the

CONTRACT RD276
 CC-10

Authority's directions relating to the defence or negotiation for settlement of the

claim.

6.5 The Authority shall if requested but at the Consultants expense provide the
Consultant with reasonable assistance in conducting the defence of such claim.

6.6 The Consultant shall, at his own expense, take out and maintain, on terms and
conditions as may be approved by the Authority, professional liability insurance
for the minimum amount of sum insured as stated in the Appendix to the
Conditions of Contract for Consultancy Services. Such insurance taken shall
cover the duration of the Services and continue for a period of at least two (2)
years after the completion of the Services. The Consultant may submit in lieu
of a term policy, an annual policy with subsequent renewal policies/certificates
to cover the said duration.

6.7 Checks and Audits

In the event of any complaints received by the Authority for alleged

infringement of any patents, design, copyright, trademarks (registered or
unregistered) or any other intellectual property rights of a third party, the
Authority reserves the right to conduct checks or audits to verify the basis of
such complaint. The Consultant shall provide all necessary cooperation and
provide support, information and assistance to the Authority for the purpose of
such checks or audits.

7 SECURITY DEPOSIT

7.1 The Consultant shall at his own expense deposit with the Authority within
Twenty-eight (28) days of receipt of the Letter of Acceptance a Security
Deposit, in cash or approved guarantee from a bank / insurance company for
the amount stated in the Letter of Acceptance for the due performance and
observance by the Consultant of all the stipulations, conditions and agreements
herein contained. The Consultant may, in lieu of the cash deposit and for the
same purposes, provide the Security Deposit in the form of a guarantee for an
equivalent amount from a bank or insurer approved by the Authority and in
accordance with the format approved by the Authority.

7.2 The Security Deposit (or any balance thereof remaining for the credit of the
Consultant) shall be returned only upon notification from the Authority that the
Consultants liability is released or that all the conditions of Contract have been
performed by the Consultant in all respects or payment is made of the said
aggregate maximum sum, whichever event occurs soonest.

CONTRACT RD276
 CC-11

7.3 In the event that the Consultant fails to provide to the Authority the Security
Deposit within the time stated in Clause 7.1, the Authority may, in lieu of its right to
terminate the Consultant under Clause 2.7.5, withhold such amounts from
progress payments due to the Consultant the aggregate of which shall not exceed
the Security Deposit, and the Authority shall be entitled to retain the amount
withheld under this clause until the Consultant has complied with Clause 7.1.

8 ASSISTANCE PROVIDED BY THE AUTHORITY

8.1 The Authority shall furnish without charge all pertinent data and information
available to it and shall give such assistance as shall reasonably be required by
the Consultant for carrying out of his duties under the Contract. The Authority
shall give its decision on all reports, recommendations and other matters
properly referred to it for decision by the Consultant in such reasonable time as
not to delay or disrupt the performance by the Consultant of the Services under
the Contract.

8.2 The Authority shall endeavour to provide the Consultant and the Personnel
access to the existing roads and such other public and private property as may
be necessary for proper field operations.

8.3 The Authority shall endeavour to provide liaison between the Consultants and
other public offices to ensure that the Consultant shall be given access to all
information reasonably required for the performance of the Services.

8.4 The Authority shall endeavour to facilitate the timely granting to the Consultant,
and any of the Personnel, and where applicable, their dependants, in respect of
the country where the Services are to be carried out, of:

8.4.1 necessary visas, licences, permits and customs clearance for entry and
exit;

8.4.2 unobstructed access to all sites and locations involved in carrying out
the Services.

9 VARIATION(S) AND VALUATION

9.1 Variation(s)

9.1.1 The term variation(s) shall mean any change in the Terms of Reference
describing or defining the Services to be carried out and shall include but
is not restricted to:

(a) an increase or decrease in the quantity of any part of the Services;

(b) an addition to or omission from the Services;

CONTRACT RD276
 CC-12

(c) a change in the character or nature of any part of the Services;

and

(d) a requirement to complete the Services or any phase or part by a

date earlier or later than the relevant date for completion as set
out in the Contract.

For the avoidance of doubt the term variation(s) shall include any
changes as aforesaid which may be designed to alter the use to which
the Services will be put, but shall exclude any instruction (which would
otherwise be a variation(s)) which has arisen due to or is necessitated by
or is intended to cure any default of or breach of contract by the
Consultant.

9.1.2 The Authority may at any time issue an instruction in writing requiring a
variation(s). If or to the extent that an instruction does not state that it
requires a variation(s) but the Consultant considers that it does require a
variation, the Consultant shall within 14 days from the date of receipt of
the instruction notify the Authority in writing. The Authority shall within 14
days from the date of receipt of the Consultants notification, confirm,
modify or rescind in writing, the instruction and the Consultant shall then
comply forthwith.

9.2 Valuation of Variation(s)

9.2.1 The valuation of variation(s) shall, unless otherwise agreed, be made in

accordance with Clause 9.2.2.

9.2.2 In respect of variation(s) carried out by the Consultant, the Authority shall
pay the Consultant in accordance with the methods set out in the
Schedule of Rates for variation(s).

9.2.3 The Consultant may claim an extension of the time for completion of the
Contract if he is or will be delayed in completing the Services as a result
of additional services ordered in writing under Clause 9.1.2.

9.2.4 The Consultant shall, when claiming for additional services, keep daily
time-sheets of the activities of its Personnel employed in the provision of
the additional services. The Consultant shall submit these time sheets to
the Authority on a weekly basis or in such other frequency or intervals as
requested by the Authority. No payment shall be made by the Authority
in respect of labour-time claimed where the same has not been set out in
the time sheet.

CONTRACT RD276
 CC-13

10 PAYMENTS TO THE CONSULTANT

10.1 The Authority shall remunerate the Consultant in respect of the Services in
accordance with the Cost Proposal. The remuneration shall not be subject to
adjustments unless expressly provided for in the Contract.

10.2 Payments to the Consultant shall be made upon the completion and
acceptance by the Authority of the items of works as priced in the Cost
Proposal. Unless expressly stated in the Terms of Reference, there shall not be
any partial payment of the items of work as priced in the Cost Proposal. The
Consultant shall submit the request for payment (hereinafter called the
Request for Payment) in accordance with the Authoritys requirements and no
more than one interim payment per month shall be payable by the Authority.
The Request for Payment shall have the same meaning as payment claim
ascribed in the Building and Construction Industry Security of Payment Act.

10.3 The Authority shall issue to the Consultant a payment certificate (hereinafter
called Payment Certificate) within fourteen (14) days of receipt of the Request
for Payment by the Consultant. The Payment Certificate shall have the same
meaning as payment response ascribed in the Building and Construction
Industry Security of Payment Act. Payments of the amounts certified by the
Authority shall be made to the Consultant within twenty-one (21) days from the
date of issue of the Payment Certificate by the Authority.

10.4 If any item or part of an item of the Request for Payment rendered by the
Consultant is disputed or subject to question by the Authority, the payment by
the Authority of that part of the Request for Payment which is not contested
shall not be withheld on those grounds.

10.5 If in the opinion of the Authority, the Consultant is in breach of any of the
provisions of the Contract, the Authority shall be entitled to withhold any
payment or part thereof as may be due or become payable to the Consultant
without prejudice to any right of action that may have accrued to the Authority
and to the continuance of the Contract unless otherwise terminated by the
Authority.

10.6 The Consultant shall if required by the Authority provide additional supporting
documents and records to substantiate the payments to be made to the
Consultant. The Consultant shall attend or respond to all such queries promptly
and at no additional cost to the Authority.

11 SETTLEMENT OF DISPUTES

11.1 MEDIATION

CONTRACT RD276
 CC-14

11.1.1 Notwithstanding anything in this Contract except Clause 11.3.1, in the

event of any dispute, claim, question or disagreement arising out of or
relating to this Contract, or the breach thereof no party shall proceed to
litigation or any other form of dispute resolution unless both parties
have made reasonable efforts to resolve the same through mediation in
accordance with the mediation rules of the Singapore Mediation Centre.

11.1.2 A party who receives a notice for mediation from the other party shall
consent and participate in the mediation process in accordance with
Clause 11.1.1.

11.1.3 Failure to comply with Clause 11.1.1 or Clause 11.1.2 shall be deemed
to be a breach of contract.

11.2 LITIGATION OR ARBITRATION

11.2.1 In the event that mediation is unsuccessful, any dispute or difference

between the parties arising out of or relating to or in connection with
this Contract including any question regarding its existence, validity or
termination, shall be resolved either by reference to arbitration or by
court proceedings as elected by the Authority.

11.2.2 The Authority may make the election on its own accord by written
notice to the Consultant or shall make the election within thirty (30)
days of the receipt of the Consultant's written notice which shall

(a) state the specific dispute or difference to be resolved and the

nature of such dispute or difference; and

(b) include a request that the Authority makes an election whether the
dispute or difference as stated shall be resolved by reference to
arbitration or by court proceedings.

11.2.3 Should the Authority fail to make the election within thirty (30) days of
the receipt of the written notice by the Consultant, the dispute or
difference shall be resolved by litigation before a Singapore court of
competent jurisdiction.

11.2.4 In the event that the matter is referred to arbitration, the Authority may
elect to refer to arbitration all or any or any part of the dispute or
difference as stated by the Consultant in his written notice. Reference
to arbitration in Singapore shall be in the English language in
accordance with the Arbitration Rules of the Singapore International
Arbitration Centre (SIAC Rules) for the time being in force which rules
are deemed to be incorporated by reference into this clause.

CONTRACT RD276
 CC-15

11.2.5 The commencement of any arbitration proceedings shall in no way

affect the continual performance of the obligation of the Consultant
under this Contract.

11.2.6 The arbitral tribunal shall consist of one (1) arbitrator to be agreed upon
between the parties. Either party may propose to the other the name or
names of one or more persons, one of whom would serve as the
arbitrator.

11.2.7 If no agreement is reached within thirty (30) days after receipt by one
party of such a proposal from the other, the arbitrator shall be
appointed by the Appointing Authority. The Appointing Authority shall
be the Chairman of the SIAC. Any reference to arbitration under this
clause shall be a submission to arbitration within the meaning of the
Arbitration Act for the time being in force in Singapore.

11.2.8 The application of Part II of the International Arbitration Act, and the
Model Law referred thereto, to this Contract is hereby excluded.

11.3 REFERENCE TO ADJUDICATION

11.3.1 Notwithstanding Clause 11.1, if a dispute or difference involves a

Payment Claim or Payment Response to which the Building and
Construction Security of Payment Act applies, the Consultant shall be
entitled to make an adjudication application in accordance with the
Building and Construction Industry Security of Payment Act, in which
case the provisions of the Act shall apply.

11.3.2 Notwithstanding Clause 11.3.1, both parties may by mutual agreement

refer the dispute or difference to mediation under Clause 11.1 and/or to
arbitration under Clause 11.2.

12 CLAIM AND PAYMENT OF GOODS AND SERVICES TAX

12.1 The Consultant shall be deemed not to have allowed in his tender for Goods
and Services tax (hereafter called GST) chargeable under the Goods and
Services Tax Act (hereafter in Clause 12 called the Act) for the supply of
goods, services or works required under the Contract.

12.2 Unless the Consultant is not a taxable person under the Act, the Authority shall
reimburse the Consultant any GST charged on the goods, services or works
required under the Contract.

12.3 The Consultant shall declare whether he is or will be registered for GST under
the Act, and if and when available, furnish to the Authority a copy of his GST
registration certificate or other documentary proof of GST registration issued by

CONTRACT RD276
 CC-16

Inland Revenue Authority of Singapore (IRAS). The Consultant shall inform the
Authority immediately of any change in his GST registration status.

12.4 The Consultant, when submitting the Payment Claims required by Clause 10.2
shall also show the amount which he considers himself to be entitled in respect
of GST payable to him by the Authority. Upon receipt of each Payment
Certificate issued by the Authority, the Consultant, shall within (7) days, submit
a tax invoice to the Authority for the same amount as certified in the Payment
Certificate.

12.5 If the Authority notifies the Consultant that it intends to apply to the Comptroller
of Goods and Services Tax for approval to issue to itself tax invoices in respect
of the certificates, or that it has obtained such approval, the Consultant shall
give his written agreement that, if such approval is or has been granted, he will
not issue tax invoices in respect of such certificates. If such approval is or has
been granted by the Comptroller of Goods and Services Tax then the
Consultant shall not issue tax invoices in respect of such certificates, provided
that the Authority may, at any time by notice in writing served on the
Consultant, reimpose on him the obligations contained in Clause 12.4 above.

12.6 If any dispute, difference or question shall arise between either the Authority or
the Consultant and the Comptroller of Goods and Services Tax in relation to
any tax chargeable or alleged to be chargeable in connection with the Contract
or the Services or any part thereof, each shall render to the other such support
and assistance as may be necessary to resolve the dispute, difference or
question.

12.7 Regardless of the currencies in which the Contract is awarded, GST shall be
computed in accordance with the requirements of IRAS and shall be paid by the
Authority in Singapore Dollars.

12.8 Clause 11 shall not apply to any dispute, difference or question arising under
Clause 12.

13 DELAY OF SERVICES

13.1 The Consultant shall complete the Services expeditiously within the period for
completion as specified in the Letter of Acceptance.

13.2 The Consultant shall notify the Authority of all delays and their likely effect on
the overall period for the completion of the Services.

13.3 In the case of delay on the part of the Authority, the Consultant, to the extent
that such delay results in the extension of the Consultants Services beyond the
completion date of this Contract, shall be entitled to an extension of time for
only the extended time attributed to the delay caused by the Authority.

CONTRACT RD276
 CC-17

14 CONFLICT OF INTEREST

The Consultant and/or any of his associated consultants/firms/partners shall be

disqualified, except as the Authority may otherwise agree, from further
provision of goods or services in any other capacity to the Authority, where
such provision of goods or services shall place or is likely to place the
Consultant in a position of conflict of interest with the obligations of fidelity to
the Authority under the Contract. This shall include bidding for any contract for
provision of goods or services to the Authority in association with other
contractors, consulting engineers or manufacturers.

15 COMPLIANCE WITH STATUTORY REQUIREMENTS

The Consultant shall ensure that the Services to be performed under the Contract
are performed in full compliance with all relevant legislation and all subsidiary
legislation made thereunder.

16 WITHHOLDING TAX

The Authority shall deduct from payments due to the Consultant the amount of
withholding tax at such amount or percentage as may be required by IRAS.
This clause is only applicable if the Consultant is not a resident in Singapore as
defined in the Income Tax Act (cap134).

17 PARENT OR ASSOCIATED COMPANY GUARANTEE

17.1 If requested by the Authority in the Authoritys Letter of Acceptance, the

Consultant shall provide a Guarantee (in a form approved by the Authority) by
such of the shareholders, parent company, holding company, or subsidiary
company or a partner of the Consultant as the Authority requires providing that
all such persons are jointly and severally liable for the due and faithful
performance of the Contract and that such liability shall not be impaired or
discharged by any extensions of time, variations or alterations made, given,
conceded or agreed under these Conditions. The Authority reserves the right
that any shareholder, parent company, holding company or subsidiary company
or a partner of the Consultant shall be made a party to the Guarantee, as
required by the Authority.

17.2 The Guarantee referred to in Clause 17 shall be duly executed, stamped and
furnished to the Authority within two (2) months of the date of the Authoritys
Letter of Acceptance.

17.3 In the event that the Consultant fails to provide to the Authority the Guarantee
within the time stated in Clause 17 or any such extended dates as approved by
the Authority, the Authority may withhold all subsequent payments due to the
Consultant until such time when the Guarantee has been duly executed and
submitted by the Consultant and accepted by the Authority.

CONTRACT RD276