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Exhibit 10.16
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Our reference : ALSB/Corp/L TR/2025/005 |
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Date : 18 July 2025 |
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| KAINAN SDN BHD |
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| 200701018495(0776506-W) |
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| 20-2 F, Jalan Setia Perdana BF U13/BF, |
***Private ***& Confidential |
| Bandar Setia Perdana, |
By Hand |
| 40170 Shah Alam, |
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| Selangor Darul Ehsan |
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Attn: Dato Whitney Tan Ann Nee, Deputy Director
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Dear YBhg. Dato,
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER FQR THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD
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Letter of Appointment as Panel Specialist and Service Provider
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Reference is made to the abovesaid matter and the following:
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(a) |
your submission for Pre-Qualification on Provision of Detail Engineering Design and Build **("D&B") **Water Reclamation Plant with reference number ALSB-WE- WRP-PREQ-0001 A; and |
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(b) |
your submission for the Provision of Detail Operation and Maintenance ("O&M") Water Reclamation Plant **("WRP") **with reference number ALSB-WE-WRP- PREQ-0001B dated 12 March 2025; and |
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(c) |
Menteri Besar Selangor (Pemerbadanan) **("MBI") **letter of notification to you dated 18 July 2025 with reference MBI.Sel/UPK/WRP/2025/5 |
(collectively referred to as the "Document").
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2 |
Having considered your submission documents, we, **AIR LESTARI SDN BHD ("ALSB") **are pleased to inform that your Company, **KAINAN SDN BHD **has been successfully appointed as an eligible Panel Specialist and Service Provider **("Eligible Panel") **in the provision of works related to: |
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(a) |
Design and Build Water Reclamation Plant; |
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(b) |
Operation and Maintenance Water Reclamation Plant for ALSB; (collectively referred to as **"Works"); **subject to the following terms and conditions contained in this letter of appointment ("LOA"). |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
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- Letter of Appointment as Panel Specialist and Service Provider
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3 |
For the purposes of this LOA, the words (wherever appearing) "we", "us" or "ours", shall be construed as references to ALSB and '"you", "your Company" or "yours" shall be construed as references to "Eligible Panel". In addition, ALSB and the Eligible Panel shall hereinafter be collectively referred to as the **"Parties" **or individually as a "Party". |
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4.1 |
This appointment is made strictly on a panel basis and confirms your eligibility to be invited in the specific project related to the Works only. |
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4.2 |
Any actual award for the specific project shall be subject to the execution of a separate letter of award **("LOA-Project") **is issued by ALSB to you, incorporating the detailed scope, obligations and any applicable terms and conditions. |
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4.3 |
For the avoidance of doubt, ALSB reserves the right to issue an invitation to any of our listed approved Eligible Panel. All work orders will be awarded based on a structured evaluation and selection process, followed by an assessment in accordance with ALSB's prevailing procurement policies. |
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5.1 |
The Eligible Panel's appointment and commencement of the Works shall be effective from the date of acceptance of this LOA. **("Effective Date") **for a duration of two (2) years **("Term"); **unless extended or terminated earlier by ALSB with written notice. |
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5.2 |
This LOA shall be automatically renewed for one (1) year after the expiry of the Term, however subject always to terms to be mutually by ALSB. |
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5.3 |
further for the avoidance of doubt, any Letter of Award for project specific contract issued to the Eligible Panel during the validity of this Term shall remain in full force and effect for the duration of that project, regardless whether this LOA has expired or terminated. |
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6 |
Eligible Panel's Obligations |
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6.1 |
During the Term, the Eligible Panel is required to: |
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(a) |
maintain an active license and permit as follows: |
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i. |
lndustri Perkhidmatan Air ("IPA") permit category C1 (Sewerage) and C1 (Water Supply) from Suruhanjaya Perkhidmatan Air Negara ("SPAN"); |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
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- Letter of Appointment as Panel Specialist and Service Provider
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ii. |
Construction Industry Development Board Malaysia **("CIDB") **Grade 7 with category of B, CE and M specialising in 804 (Building Construction Work), CE19 (Sewerage), CE20 (Water Supply), CE21 (General Works of Civil Engineering) and M15 (Various Mechanical Engineering); |
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iii. |
Active Perakuan Pendaftaran Kontraktor **("PKK") **and Sijil Perolehan Kerja Kerajaan **("SPKK") **from ClDB. |
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(b) |
Any change in the formation of the Joint Venture / Consortium / Collaboration / Teaming Agreement after the acceptance of this LOA must be approved in writing by ALSB. Approval may not be granted if: |
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Withdrawal of partners causes the Joint Ventures / consortium / Collaboration/ Teaming fail to meet the special requirements. |
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New partners do not meet the eligibility requirements. |
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iii. |
The change may result in reduced competition or negatively affect ability to execute the contract; |
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iv. |
Any proposed changes where deemed fit by ALSB. |
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6.2 |
For the avoidance of doubt, any non-compliance with, or failure to maintain the requirements set out in sub-Clauses (a) and (b) above may result in immediate disqualification or termination of your appointment as the Panel Specialist and Service Provider. |
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7.1 |
For the purpose of this LOA, Confidential Information means any and all information including any proprietary information, trade secret and any intellectual property information that may be disclosed by a Party **("Disclosing Party") **to the other Party **("Receiving Party") **in connection with the Services or any information pursuant to this this LOA, including any information whether in oral, documentary or visual form or via other method of communication, and including the content of this LOA ("Confidential Information"). |
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7.2 |
It shall not be construed that the Confidential Information provided to the Receiving Party is a granting of a license or permission or rights of any sort under any relevant laws or rights with respect to either Party's proprietary rights or Confidential Information or a permission to sell, license, develop or otherwise exploit any parts, products, services, documents or information which is embodied in whole or in part any Confidential Information save and except as prescribed by this LOA. |
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7.3 |
The Receiving Party hereby provides an undertaking to the Disclosing Party with regards to the Confidential Information that the Receiving Party shall: |
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(a) |
use Confidential Information solely for the Services only and not for any other purpose; |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
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- Letter of Appointment as Panel Specialist and Service Provider
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(b) |
refrain from copying, reproducing, altering, modifying, disassembling, reverse engineer or decompile and reducing to writing or any other form of recording any part thereof without prior written consent of the Disclosing Party; |
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(c) |
refrain from disclosing Confidential Information except to its employees and its authorised contractors or agents whom have a need to know or whose services are appropriately required in connection with the Services and shall extract the same undertaking from the employees or its authorised contractors or agents to keep strictly confidential all Confidential Information provided to the Receiving Party during the course of Services; |
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(d) |
applying appropriate security measures and duty of care as the Receiving Party may apply or is applying to its own confidential or proprietary information and which the Receiving Party warrants as providing adequate protection on such information from unauthorized use or disclosure. |
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7.4 |
Notwithstanding of the foregoing, The Parties hereby acknowledge and agree that the provisions of this clause shall be binding on each party's officers, directors, employees and advisors. |
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7.5 |
No confidentiality and non-disclosure obligations shall apply in the event and to the extent that Confidential Information: |
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(a) |
is already known by the Receiving Party prior to its receipt from the Disclosing Party or through no fault of the Receiving Party; |
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(b) |
is or becomes part of the public domain and widely available other than by a breach of the obligations of the Receiving Party herein; |
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(c) |
is independently developed by the Receiving Party or any of its employees whom have not had any direct or indirect access to, or use or knowledge of, the information imparted by the Disclosing Party; |
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(d) |
is lawfully received by the Receiving Party from a third party; |
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(e) |
is disclosed by operation of law provided the Receiving Party shall notify the Disclosing Party of such requirement promptly and the Disclosing Party is allowed to file for or obtain a protective order or otherwise proceed to protect the interests of the Disclosing Party under the applicable law. |
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(f) |
In the event that similar information or materials to the Confidential Information has been independently developed by the Receiving Party through other arrangements with any other party or persons, the Receiving Party agrees to refrain from disclosing any fact, similarity or difference between the Confidential Information and the independently developed information and materials. |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
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- Letter of Appointment as Panel Specialist and Service Provider
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7.6 |
Each Party understands and agrees that in the event of a breach of its obligations hereunder, the non-breaching Party shall be entitled to: |
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(a) |
an injunctive relief against the threatened breach of this clause or the continuation of any such breach by the breaching party, without the necessity of posting a bond or proving actual damages; and/or |
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(b) |
be indemnified by the breaching party from any loss or harm, including solicitor's fees, arising out of or in connection with any breach or enforcement of the breaching party's obligations under this clause. |
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7.7 |
The provisions of this Clause shall be effective from the date the Eligible Panel receives instruction from ALSB; regardless of the Effective Date of this LOA. |
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7.8 |
The provisions of this clause shall survive the termination of this LOA whether by completion of the Services or expiration of this LOA in accordance with applicable laws and regulations. |
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8 |
Anti-Bribery and Corruption |
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8.1 |
In performing its obligations, the Eligible Panel shall comply with the Malaysian Anti-Corruption Commission Act 2009 (as amended from time to time), all applicable laws, rules and regulations in Malaysia that prohibit the bribery or the providing of gratifications for illicit reasons. |
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8.2 |
If the Eligible Panel and/or its related body corporate and/or their respective employees, directors, servants or agents **("Defaulting Party") **are found to engage in such activities, then ALSB may report the bribery to the relevant authorities, including Suruhanjaya Pencegahan Rasuah Malaysia and the Polis Diraja Malaysia. The Defaulting Party shall provide all necessary assistance to the relevant authorities in any subsequent prosecution and the Defaulting Darty agrees to indemnify ALSB against any liability, claim, proceeding, expense, loss or damage of any nature whatsoever in respect of the same. |
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8.3 |
If the Eligible Panel is found to be in a serious and substantial investigation by the authorities in relation to bribery or providing gratifications for illicit reasons, it shall constitute as an event of default and ALSB shall reserve its right to forthwith terminate this appointment as a Eligible Panel. |
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9.1 |
Termination for Convenience |
Notwithstanding anything in this LOA, ALSB shall have the right to terminate the LOA at any time and for any reason subject to giving the Eligible Panel thirty (30) days' prior written notice.
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
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- Letter of Appointment as Panel Specialist and Service Provider
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(a) |
ALSB may terminate this LOA with immediate effect in the event that the Eligible Panel: |
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(i) |
terminates or suspends its business; |
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(ii) |
breaches of any warranties, representations or any regulatory, licensing or requirement set out in Clause 6; |
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(iii) |
has a petition for winding up being presented against it or an order is made or a resolution is passed for its winding up, liquidation or dissolution; |
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(iv) |
becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority; |
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(v) |
fails to commit its obligations under this LOA and fails to remedy such breach within fourteen (14) days of receiving written notice to cure the breach by ALSB. |
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9.3 |
For termination under this clause, the Eligible Panel shall hold harmless and indemnify ALSB from and against any action, damages, claims, demands whatsoever by employees and/or third parties, including costs or legal fees (on a solicitor-client basis) which may be rendered against ALSB arising from such termination. |
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10.1 |
Unless otherwise expressly stated under this LOA, upon expiry or terminated, it is agreed that: |
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(a) |
The Eligible Panel shall forthwith cease all Works under the LOA, except as required to complete as expressly instructed by ALSB in writing; |
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(b) |
The Eligible Panel shall return any and all documents, data or Confidential Information belonging to ALSB including any deliverables data **("Data") **within fourteen (14) days from the effective date of termination or expiry of the LOA, as the case may be. Once such fourteen (14) days has expired or the Eligible Panel has, delivered to ALSB all the Data, the Eligible Panel shall promptly expunge from the Eligible Panel's shared folder or system or otherwise destroy or dispose of the Data in its possession or control. |
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10.2 |
Termination of this LOA for any reason shall not affect the accrued rights and remedies of either Party. |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
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- Letter of Appointment as Panel Specialist and Service Provider
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11.1 |
Neither Party shall be liable to the other Party for failure or delay in the performance of any of its obligations under this LOA due to the happening of any of the following events; namely riots, civil commotion, wars, hostilities between nations, laws, governmental orders or regulations, embargoes, actions by government of Malaysia, or any act of God such as earthquakes, storms or flood **(''Force Majeure Event") **which directly impede the performance of the obligations of the affected Party. Provided however that the impeded Party shall inform the other Party of the details of such cause and both Parties shall discuss ways of resolving the Force Majeure Event. |
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11.2 |
If it is anticipated that the Force Majeure Event is likely to continue for duration of more than ninety (90) days, the non-impeded Party shall be entitled to give a written Party to terminate this LOA. For the avoidance of doubt, neither Party shall be entitled to claim for any payment, damages or compensation from the other Party in the event this LOA is terminated under this Clause, except for any and all sums outstanding owed by one Party to the other. |
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12 |
Warranties and Representations |
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12.1 |
Each Party hereby represents and warrants that it has the authority and the legal c pacity to enter into this LOA. |
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12.2 |
Each Party shall adhere to all applicable rules, regulations or laws in the execution of this LOA. |
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12.3 |
Each Party provides its warranty on the completeness of any information or data that it provides to each other. |
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12.4 |
The Eligible Panel shall further: |
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(a) |
perform its obligations in a workmanlike manner and in accordance with good management practice, sound principles and best practices in the relevant industry; |
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shall adhere and comply with the present laws and all applicable rules and regulations including maintenance of all necessary licences and approvals from the relevant appropriate or governmental authority; |
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(c) |
inform ALSB immediately (and in any case within three (3) business days) in writing of the occurrence of any factor or events, which likely to affect the Project. Such notification shall not be construed as a discharge of any of the Eligible Panel's obligations under this LOA. |
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13.1 |
The Eligible Panel shall indemnify and hold ALSB, its successors-in-title and assigns harmless from any actions, claims, liabilities, damages, costs or losses whatsoever arising out of or in connection with this letter, in respect of injury (including death) or damage to any person or property (including third party and third party's property), due to the acts or omissions whether negligence or wilful or otherwise of the Eligible Panel, its employees, agents or any of its sub-contractors duly authorised by the Eligible Panel. |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
*** ***
- Letter of Appointment as Panel Specialist and Service Provider
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14.1 |
Notice under this LOA may be delivered by hand, by mail or by facsimile or by electronic mail (email) to the addresses as follows: |
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| Details |
ALSB |
ELIGIBLE PANEL |
| Attn. |
IEncik Ahmad Rosly Ahiar |
IDato Whitney Tan Ann Nee |
| Address |
I14th Floor, Bangunan Darul Ehsan, Jalan lndah, Section 14, 40000 Shah Alam, Selangor |
20-2F, Jalan Setia Perdana BF U13/BF, Bandar Setia Perdana, 40170 Shah Alam, Selangor |
| Fax |
1+603 5510 0759 |
1+603 5882 7272 |
| E-mail |
admin@airlestari.com.my |
project.water@kainan.com.my |
| Any changes to the legal notices details provided shall be notified by the Party making such change to the other Party in writing within three (3) days of the change being made. |
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14.2 |
Notice shall be deemed given:- |
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(a) |
in the case of hand delivery, upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving Party; |
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(b) |
in the case of posting, seven (7) working days after dispatch; |
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(c) |
in the case of facsimile, upon acknowledgement of transmission by the recipient; and |
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(d) |
in the case of electronic email, upon three (3) working days after the email has been sent. |
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15.1 |
The Issuer reserves the right to novate or assign this appointment to any of ALSB's Affiliates; provided that ALSB gives a prior written notice to the Eligible Panel. |
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15.2 |
**"Affiliates" **shall mean an entity, that is directly or indirectly (through one or more intermediaries) controlling, controlled by or under common control as with the MBI. For this definition, "control" shall mean the power to manage or direct the entity, whether through the ownership of shares with voting rights, contracts or other means. |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
*** ***
- Letter of Appointment as Panel Specialist and Service Provider
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16.1 |
The Eligible Panel shall not disclose, make or publish any public announcement or comment in relation to the appointment of the Eligible Panel in any manner howsoever to any other party with any third party, media or social media platform, without prior written consent from ALSB; unless the same is required by law. |
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16.2 |
This LOA constitutes a binding appointment of your Company as one of our Panel Specialists and Service Providers approved by ALSB to undertake the Works for the Term stated in this LOA. It does not, however, constitute a contract for the performance of any specific works, nor does it give rise to any entitlement to payment, unless and until a separate project-specific LOA-Project or contract for specific project is executed. |
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16.3 |
Any action or proceeding arising out of or relating to this LOA may be brought in the courts of Malaysia. The Parties irrevocably submits to the non-exclusive jurisdiction of such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum. |
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16.4 |
Both Party shall bear its own legal costs with regards to the Works and this LOA except for the stamp duty of this LOA that shall be borne by the Eligible Panel. |
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16.5 |
Notwithstanding that any provision of this LOA may prove to be illegal or unenforceable, the remaining provisions of this LOA shall continue in full force and effect. For the avoidance of doubt, the illegal and unenforceable provision, whether in whole or in part, shall be deemed to be severed from this LOA. |
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16.6 |
This LOA, together with its schedules and appendices constitutes and expresses the entire agreement and understanding between the Parties, superseding any prior understanding, representations, promises, commitments, or agreements, oral or written, concerning the Works. |
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16.7 |
The Eligible Panel is authorised to act on ALSB's behalf as agent for a disclosed principal, however solely for the limited purpose of entering into contracts with any third party suppliers the Eligible Panel shall be fully responsible to ALSB for any loss, failure or damages incurred or caused due to the direct result of the negligent, wilful and unlawful act by the third party suppliers (save for any unauthorised action of such third parties) or subcontractors in the provision of the Works as outlined in this LOA. |
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16.8 |
No agency, partnership, joint venture, or other joint relationship is created by this LOA. Nothing in this LOA shall prohibit either Party from entering into the same or similar agreements with any other Party. Nothing contained in this LOA shall be construed as creating any obligation or expectation on the part of either Party to enter into a business relationship with the other Party, or an obligation to refrain from entering into a business relationship with any third party. |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
*** ***
- Letter of Appointment as Panel Specialist and Service Provider
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16.9 |
No delay by ALSB in enforcing any of the terms or conditions of the LOA shall affect or restrict the rights and powers of ALSB. No waiver of any term or condition of this LOA shall be effective unless made in writing. |
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16.10 |
The Eligible Panel shall not assign, transfer, convey or sub-contract any of the rights or obligations under this LOA, to any other third party or any other action that represents the same, by operation of law or otherwise without prior written consent of ALSB. |
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16.11 |
This LOA shall be binding on the successors and/or personal representatives and/or permitted assigns of the Eligible Panel and ALSB. |
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17 |
This LOA is sent to you in two (2) originals. Please indicate your acknowledgment and agreement to the foregoing terms and conditions by signing in the Acceptance and Acknowledgment Form. Please return to us one (1) set of this LOA duly executed within seven (7) days from the date of this LOA. For the avoidance of doubt, the other (1) set shall be kept by you for your record. This LOA shall lapse and be of no effect if you fail to execute the acceptance and return the executed and stamped LOA within the aforesaid period. |
Thank you.
"SELANGOR MAJU BERSAMA"
"BERKHIDMAT UNTUK NEGARA"
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For and on behalf,
AIR LESTARI SDN BHD
** **
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| /s/ DATO’ Ts. SAIPOLYAZAN M YUSOP |
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| DATO’ Ts. SAIPOLYAZAN M YUSOP |
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| Director |
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Re: |
APPOINTMENT AS PANEL SPECIALIST AND SERVICE PROVIDER IN THE PROVISION OF DETAIL ENGINEERING DESIGN AND BUILD WATER RECLAMATION PLANT AND OPERATION AND MAINTENANCE OF WATER RECLAMATION PLANT FOR AND ON BEHALF OF AIR LESTARI SDN BHD |
*** ***
- Letter of Appointment as Panel Specialist and Service Provider
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ACCEPTANCE AND ACKNOWLEDGMENT FORM
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We, the undersigned, hereby confirm acceptance of the terms and conditions stipulated in this LOA through this Acceptance and Acknowledgment Fofim. We hereby represent and warrant to ALSB that as at the date of this LOA, we hav1'the power and capacity to accept this LOA.
Signed by,
for and on behalf of, ****
KAINAN SON BHD
200701018495 (0776506-W)
in the presence of:-
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/s/ Whitney Tan Nee |
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Name: Whitney Tan Nee |
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Designation: Director |