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[ and

[Newlon Housing Trust]

JCT Design and Build Contract (2011 edition) as amended


[ ]

Trowers & Hamlins LLP Sceptre Court 40 Tower Hill London EC3N 4DX

Articles of Agreement
dated [ Parties (1) [Newlon Housing Trust whose registered office is at Newlon House 204 Hoxton Street London N1 5LH (Industrial and Provident Society Registration Number 4403163)] (the Employer) and (2) [ registered office is at] [ ] (registration number [ ] (the Contractor)1 ]) [of] [whose ]

Recitals First The Employer wishes to have the design and construction of [ ] carried out at [ ]2 (the Works) in accordance with the conditions and schedules annexed to the JCT Design and Build Contract (2011 edition) a copy of which is annexed to this Agreement subject to the amendments and insertions set out in appendix 1 to this Agreement (hereinafter together called the Conditions) and the Employer has supplied to the Contractor documents showing and describing or otherwise stating his requirements (the Employer's Requirements). In response to the Employer's Requirements the Contractor has supplied to the Employer: 1 documents showing and describing the Contractor's proposals for the design and construction of the Works (the Contractor's Proposals); and an analysis of the Contract Sum (the Contract Sum Analysis).

Second

Design development and refinement of the Contract Sum[, Section Sums]3 and Contract Details (as hereinafter defined) will be undertaken in accordance with clause 2.47 to 2.52 of the Conditions. Third The Contractor has examined the Employer's Requirements and subject to the Conditions, is satisfied that the Contractor's Proposals and the Contract Sum Analysis meet the Employer's Requirements. For the purposes of the Construction Industry Scheme (CIS) under the Finance Act 2004 the status of the Employer as at the Base Date, is that stated in the Contract Particulars.

Fourth

Please ensure the correct company name and registered office details are included not, for example, the trading name. Also include the company number. Companies House website will be able to provide the necessary information. If the contractor is not a company incorporated under the Companies Act amend parties clause as necessary. 2 State nature & location of the Works. 3 If the Works are not divided into sections delete text in square brackets.

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[4Fifth

The division of the Works into Sections is shown in the Employer's Requirements or in such other documents as are identified in the Contract Particulars.] Where so stated in the Contract Particulars this Contract is supplemented by the Framework Agreement identified in those particulars. The Supplemental Provisions identified in the Contract Particulars apply.

Sixth

Seventh

If the Works are not divided into sections delete this recital completely.

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Articles Now it is hereby agreed as follows: Article 1 Contractor's obligations The Contractor shall complete the design for the Works and carry out and complete the construction of the Works in accordance with the Contract Documents. Article 2 Contract Sum The Employer shall pay the Contractor at the times and in the manner specified in the Conditions, the VAT exclusive sum of [ ] pounds ([ 5 ]) or such other Revised Contract Sum [and Revised Section Sums] as determined in accordance with clause 2.48 of the Conditions (hereinafter referred to as the Contract Sum[ and the Section Sums respectively]6) or such other sum as shall become payable hereunder at the times and in the manner specified in the Conditions. Article 3 Employer's Agent For the purpose of this Contract the Employer's Agent is [ ] of [ ] or such other person as the Employer shall nominate in his place. Save to the extent that the Employer may otherwise specify by written notice to the Contractor, the Employer's Agent shall have full authority to receive and issue for the applications, consents, instructions, notices, requests or for statements and to otherwise act for the Employer under any of the Conditions. Article 4 Employer's Requirements and Contractor's Proposals The Employer's Requirements, the Contractor's Proposals and the Contract Sum Analysis are those referred to in the Contract Particulars (except to the extent that the Employer's Requirements, Contractor's Proposals and Contract Sum are developed and completed after the date of this Contract in the manner specified in the Conditions). Article 5 CDM Co-ordinator The CDM Co-ordinator for the purpose of the CDM Regulations is [the Contractor] [[ ] of [ ]] or if he ceases to be the CDM Co-ordinator, such other person as the Employer shall appoint pursuant to regulation 14(3) of the CDM Regulations. Article 6 Principal Contractor The Principal Contractor for the purposes of the CDM Regulations and the SWMP Regulations is [the Contractor] [[ ] of [ ]] or, if he ceases to be the Principal Contractor, such other contractor as the Employer shall appoint pursuant to regulation 14(3) of the CDM Regulations and/or regulation 4 of

5 6

If the Works are not divided into sections delete text in square brackets. If the Works are not divided into sections delete text in square brackets.

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the SWMP Regulations. [The Contractor warrants to the Employer that he has the necessary expertise to undertake the role of Principal Contractor as defined in the CDM Regulations and the SWMP Regulations and has sufficient resources and will allocate those resources to the fulfilment of his duties as Principal Contractor.]7 Article 7 Adjudication If any dispute or difference arises under this Contract, either Party may refer it to adjudication in accordance with clause 9.2. Article 8 Legal proceedings Subject to article 7, the English courts shall have jurisdiction over any dispute or difference between the Parties which arises out of or in connection with this Contract. Article 9 Performance bond and parent company guarantee Within 14 days from the date of the First Commencement Notice to be served by the Employer in accordance with clause 2.48.3 of the Conditions the Contractor shall submit to the Employer (a) a performance bond to be issued in favour of the Employer by a bank or insurance company acceptable to the Employer duly registered and trading in the United Kingdom and to be executed as a deed in the form set out in appendix 2 part 1 to this Agreement in an amount equivalent to ten percent (10%) of the Revised Contract Sum, and (b) if the Contractor is a subsidiary of another company a parent company guarantee in the form set out in appendix 2 part 2 to this Agreement to be executed as a deed by the Contractor's ultimate holding company or (in the Employer's sole discretion) a parent company guarantee from such other company within the Contractor's group of companies as the Employer shall accept.

Only include if the Contractor is going to be the Principal Contractor.

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Contract Particulars Part 1 : General Clause Fourth Recital and clause 4.5 Subject Construction Industry Scheme (CIS) Employer at the date of this Agreement is [not] a 'contractor' for the purposes of the CIS

Fifth Recital Sixth Recital Seventh Recital and Part 1 of Schedule 2

Description of Sections (if any)8 Framework Agreement (if applicable) Supplemental Provisions Part 1
(Where neither entry against an item is deleted the relevant paragraph does not apply)

Site Manager

Paragraph 1 applies /does not apply Paragraph 2 does not apply Paragraph 3 does not apply Paragraph 4 applies / does not apply Paragraph 5 applies / does not apply

Named Sub-Contractors Bills of Quantities Valuation of Changes Contractor's estimates Loss and expense Contractor's estimates Seventh Recital and Part 2 of Schedule 2 Supplemental Provisions part 2
(Where neither entry against an item is deleted the relevant paragraph does not apply)

Acceleration Quotation

Paragraph 6 applies / does not apply Paragraph 7 applies / does not apply Paragraph 8 applies Paragraph 9 applies / does not apply

Collaborative working

Health and safety Cost savings and value improvements

If there are no sections then delete this entry completely. If the works are divided into sections then complete this section if the sections are sufficiently described in the Employer's Requirements then include a reference to the page / section in the relevant document. If the document is included in an annex to this contract a reference to the information being included in annex [ ] will be sufficient. In none of the above apply include details of the sections here.

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Clause

Subject The Incentive(s) are as follows: [ Sustainable development environmental considerations Performance monitoring Notification disputes and indicators and ]

Paragraph 10 applies / does not apply Paragraph 11 applies

and

negotiation

of

Paragraph 12 applies

Where paragraph 12 applies, the respective nominees of the Parties are

Employer's nominee: [ Contractor's nominee: [ ] ]

or such replacement as each Party may notify to the other from time to time Article 4 Article 4 Article 4 1.1 Employer's Requirements9 Contractor's Proposals10 Contract Sum Analysis11 Base Date Clauses 2.47 to 2.52 apply and the Base Date shall be as stated in the First Commencement Notice to be issued by the Employer pursuant to clause 2.48.3 [ ] [(registration number [ ])] of [ ]12

1.1

Architect

1.1

CDM Planning Period

The period of [ ] days/weeks [ending on the Date of Possession] [beginning on [ ]] [ending on [ ]]

1.113

Date for Completion of the Works

State reference numbers and dates or other identifiers of documents in which these are contained. State reference numbers and dates or other identifiers of documents in which these are contained. State reference numbers and dates or other identifiers of documents in which these are contained. 12 Enter details of any Architect appointed or to be appointed if known as the date of the contract.
10 11

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Clause 1.1 1.1

Subject Long Stop Date Mechanical Engineer [ ] [(registration number [ ])] of [ ]14

1.1

Sections: Dates for Completion of Sections

Clauses 2.47 to 2.52 apply and the Date for Completion for each Section shall be stated in Commencement Notice for that Section to be issued by the Employer pursuant to clause 2.48.3 Employer Contractor

1.7

Addresses for service of notices etc. by the Parties


(If none is stated, the address in each case and subject to clause 1.7.2, shall be that shown at the commencement of the Agreement.)

2.315

Date of Possession of the Site


(where possession by Sections does not apply)

Sections: Dates of Possession of Sections

Clauses 2.47 to 2.52 apply and the Possession Date shall be stated in the Commencement Notice for each Section issued by the Employer pursuant to clause 2.48.3 Clause 2.4 applies and the maximum period of deferment may be up to 6 weeks Section [ ] : [ Section [ ] : [ Section [ ] : [ ] ] ]

2.416

Deferment of possession of the Site


(where possession by Sections does not apply)

2.4

Sections: deferment of possession of Sections

2.8.3

Number of copies of Contractor's

[one hard copy] / [[ ] hard copies]

13 14 15

Complete one option only (depending on whether there are sections or not) and delete the other. Enter details of any Mechanical Engineer appointed or to be appointed if known as the date of the contract. Complete one option only (depending on whether there are sections or not) and delete the other. 16 Complete one option only (depending on whether there are sections or not) and delete the other.

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Clause

Subject Design Documents to be provided without charge and [one copy] / [[ ] copies] by way of electronic means [ ] sets of as-built drawings [including one in electronic format]; at least [ ] weeks' written notice

2.27A.1

As-Built Drawings

2.27.1

Minimum notice period of anticipated date of Practical Completion of the Works or a Section Liquidated damages
(where completion by Sections does not apply)

2.29.217

at the rate of

per [

2.29.2

Sections: rate of liquidated damages for each Section

Section [ ] : Section [ ] : Section [ ] :

per [ per [ per [ ]

2.34

Sections: Section Sums

Section [ ] : Section [ ] : Section [ ] :

2.3518

Rectification Period
(where completion by Sections does not apply) (If no other period is stated, the period is 12 months.)

months from the date of practical completion of the Works

2.35

Sections: Rectification Periods


(If no other period is stated, the period is 12 months.)

Section [ ] : Section [ ] :

months months

Section [ ] : months from the date of practical completion of each Section 2.41 NHBC NHBC Buildmark Choice documents apply with an excess of [ ] pounds ([ ]) and the following options: Option 1 (insolvency applies / does not apply cover)

17 18

Complete one option only (depending on whether there are sections or not) and delete the other. Complete one option only (depending on whether there are sections or not) and delete the other.

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Clause

Subject Option 2 (professional applies / does not apply fees)

Option 3 (extended period) applies / does not apply or [Building Life Plan Documents apply with an excess of [ ] pounds ([ ]) or [not applicable]

2.49.5.3

Consent to appointment of Design Sub-Contractors

The Employer hereby consents to the appointment of the following persons as Design SubContractors to undertake the Early Design: [ ]19

2.50.3 [2.53

Target Price Commencement Conditions the following pre-conditions must be satisfied before commencement on site: [ ]20

4.6

Advance payment
(Not applicable where the Employer is a Local Authority)

Clause 4.6 does [not] apply [If applicable the advance payment will be [[ ]] [[ ] % of the Contract Sum] and will be paid to the Contractor on [ ]. It will be reimbursed to the Employer in the following amount(s) and at the following time(s): [ ]]

19 20

Enter details of Design Sub-Contractors approved at date of contract. Enter details of any and all specific pre-conditions to commencement on site are to apply (e.g., obtaining vacant possession of the site).

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Clause 4.6

Subject Advance payment bond


(Not applicable where the Employer is a Local Authority.) (Where an advance payment is to be made, an advance payment bond is required unless stated that it is not required.)

An advance payment bond is [not] required.

4.721

Method of Payment Alternative B: Periodic Payments Dates of Interim Applications


(If no date is stated, the date for the first Interim Application is one month after the Date of Possession.)

The first date is [ ] and thereafter the same date in each month or the nearest Business Day in that month

4.15.422

Listed Items uniquely identified


(Delete the entry if no bond is required.)

For uniquely identified Listed Items a bond as referred to in clause 4.15.4 in respect of payment for such items is required for [ ] For Listed Items that are not uniquely identified a bond as referred to in clause 4.15.5 in respect of payment for such items is required for Clause 4.17 [applies /] does not apply

4.15.523

Listed Items not uniquely identified


(Delete the entry if clause 4.15.5 does not apply)

4.17

Contractor's Retention Bond


(Not applicable where the Employer is a Local Authority. Also not applicable unless stated to apply and relevant particulars are given below.)

If clause 4.17 applies: the maximum aggregate sum for the purposes of clause 2 of the bond is [ ]; and for the purposes of clause 6.3 of the bond the expiry date shall be [ ] 4.17.1 Retention Percentage per cent

21 22

Assumes monthly payments if stage payments are required delete this option and insert option A from the standard form. Delete if bond not required. 23 Delete if clause 4.15.5 does not apply.

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Clause

Subject
(The percentage is 3 per cent unless a different rate is stated.)

5.5

Daywork

The Percentage Additions to each section of the prime cost or, if they apply in respect of labour, the All Inclusive Rates are setout in the following documents:

4.18 and Schedule 7 6.4.1.2

Fluctuations Options

Not applicable

Contractor's insurance injury to persons or property Insurance cover (for any one occurrence or series of occurrences arising out of one event)

6.5.1

Insurance liability of Employer

Minimum amount of indemnity for any one occurrence or series of occurrences arising out of one 24 event Schedule 3: Insurance Option A / B / C applies

6.7 and Schedule 3

Insurance of the Works Insurance Options

6.7 and Schedule 3 Insurance Option A (paragraphs A.1 and A.3), B (paragraph B.1) or C (paragraph C.2) 6.7 and Schedule 3 Insurance Option A (paragraph A.3) 6.10 and Schedule 3

Percentage to cover professional fees


(If no other percentage is stated, it shall be 15 per cent.)

per cent

Annual renewal date of insurance


(as supplied by the Contractor)

Terrorism Cover details of the required cover (state reference numbers and dates or other identifiers of documents setting out the requirements. Unless

24

Insert an amount where it is stated in the Employer's Requirements that insurance under clause 6.5.1 is required. If the indemnity is to be for an aggregate amount and not for any one occurrence or series of occurrences the entry should be amended to make this clear.

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Clause

Subject otherwise stated Pool Re Cover is required.)

6.12

Professional Indemnity insurance Level of cover


(If an alternative is not selected the amount shall be the aggregate amount for any one period of insurance. A period of insurance for these purposes shall be one year unless otherwise stated.)

Amount of indemnity required [relates to claims or series of claims arising out of one event] [is the aggregate amount for any one period of insurance] and is [ ]

Cover for is required with an indemnity limit/is not required pollution/contamination claims
if no amount is stated, such cover shall not be required; unless otherwise stated the required limit of indemnity is an annual aggregate amount)

Expiry of required period Professional Indemnity insurance 6.14 Joint Fire Code

of

12 years

The Joint Fire *applies/does not apply 25 * Yes/No

Code

If the Joint Fire Code applies, state whether the insurer under Schedule 3, Insurance Option A, B or C (paragraph C.2) has specified that the Works are a 'Large Project': 6.17 Joint Fire /revisions Code amendments

(The cost shall be borne by the Contractor unless otherwise stated.)

The cost, if any, of compliance with amendment(s) or revisions(s) to the Joint Fire Code shall be borne by [the Employer] [the Contractor] Clause 7.2 [applies] [does not apply]

7.226

Assignment/grant by Employer rights under clause 7.2

of

(where Sections do not apply; if neither entry is deleted clause 7.2 applies)

25 26

Where Insurance Option A applies these entries are made on information supplied by the Contractor. Complete one option only (depending on whether there are sections or not) and delete the other.

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Clause 7.2

Subject Sections: rights under clause 7.2


(Delete the entry if rights are not to apply to each Section or amend if they are to apply to certain Sections only.)

Rights under clause 7.2 apply to each Section

7F

Consultants to be novated by the Employer Period of suspension (If none is stated, the period is 2 months.)

8.9.2

8.11.1.1 to 8.11.1.6

Period of suspension
(If none is stated, the period is 2 months.)

9.2.1

Adjudication Nominating body where no Adjudicator is named or where the named Adjudicator is unwilling or unable to act (whenever that is established)27
(Where an Adjudicator is not named and a nominating body has not been selected, the nominating body or shall be one of the bodies listed opposite selected by the Party requiring the reference to adjudication.)

The Adjudicator is President or a Vice-President or Chairman or a Vice-Chairman: * Royal Institute of British Architects * The Royal Institution of Chartered Surveyors * constructionadjudicators.com * Association of Independent Construction Adjudicators * Chartered Institute of Arbitrators

27

Delete all but one of the nominating bodies asterisked.

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Part 2 : Third Party Rights and Collateral Warranties If such rights and or warranties are required from the Contractor complete particulars in (A) to (D) below:

P&T Rights Particulars (A) Identity of Purchasers/Tenants on whom P&T Rights may be conferred, and whether (in the case of the Contractor) those rights are to be conferred as third party rights (clause 7A) or by collateral warranty (clause 7C)28
Clauses 7A, 7C and 7E of the Conditions

Name, class or description of person

The part of the Works to be purchased or let

State in each case which of clause 7A or 7C is to apply

(P&T Rights are conferred only on persons who are sufficiently identified in the first column. If in relation to an identified person it is not stated whether P&T Rights from the contractor are to be conferred under 7A or 7C clause 7A shall apply.) Paragraph of Schedule 5, Part 1 or clause of CWa/P&T

(B) P&T Rights from the Contractor

1.1.2

Applicability of paragraph / clause 1.1.2 Maximum liability


(unless paragraph 1.1.2 is stated to apply and the maximum liability is stated, paragraph/clause 1.1.2 shall not apply)

Paragraph 1.1.2 [applies] [does not apply] The maximum liability is [ ]

Type of maximum liability


(if not stated, it shall be an aggregate limit on liability)

Maximum liability is [in respect of each breach] [an aggregate limit on liability]

Funder Rights Particulars


Clauses 7B, 7D and 7E of the Conditions

(C) Identity of Funder in whom Funder Rights may be vested

28

Third Party Rights option should be used unless it is known that purchasers and tenants will only accept collateral warranties

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under this Contract


(If not identified by name, class or description Funder Rights shall not be required from the Contractor.) Paragraph of Schedule 5, Part 2 or Clause of CWa/F

(D) Funder Rights Contractor

from

the

[Clause 7B (third party rights)]29 [Clause 7D (collateral warranty)] applies

(If neither clause reference is deleted clause 7B shall apply.)

29

Third Party Rights option should be used unless it is known that funder will only accept collateral warranties

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This Agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it [Executed as a deed by Newlon Housing Trust by affixing its common seal in the presence of two authorised signatories Signed : Print name: Authorised Signatory Signed : Print name : Authorised Signatory] ) ) )

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[For use where the Contractor is a Company only] For use where the Contractor executes using common seal executed as a Deed by affixing the common seal of [COMPANY NAME] in the presence of: Director Director/Secretary ) ) [Common seal of the company] )

For use where the Consultant executes without using common seal Option 1 (two authorised signatories) signed as a deed by [COMPANY NAME] acting by [name of director], a director and [name of director or secretary], a director OR its secretary ) ) ) ) Director/Secretary Director

Option 2 (one director and witness) signed as a deed by [COMPANY NAME] acting by [name of director], a director, in the presence of: ) ) [signature of director] ) Director

witness signature name address occupation

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Appendix 1 Amendments and insertions Clause 1.1 Delete the definitions of Base Date, Completion Date, Conditions, Contract Sum, Contract Sum Analysis, Date for Completion, Date of Possession, Development Control Requirements, Employer, Employer's Requirements, Practical Completion Statement, Purchaser, Section Completion Statement, Section Sum, and Works. Insert: Agreement : the Articles of Agreement to which these Conditions are annexed consisting of the Recitals, the Articles, the Contract Particulars and appendices 1 to [6]. [Anti-corruption Policy : the Employer's [ethics, anti-bribery and anti-corruption policies] [dated [ ] reference [ ] copies of which have been provided to the Contractor] [copies of which are attached at appendix [7] to the Agreement] as may be amended from time to time and notified to the Contractor.] Associated Person : a person (including an employee, agent or subsidiary) who performs services for or on the Contractor's behalf. Architect : the person identified in Part 1 of the Contract Particulars or such other person (being a professional associate or fellow of the Royal Institute of British Architects) or firm or company (one at least of whose members or directors shall be so qualified) as may be appointed by the Contractor from time to time to be the architect for the purposes of the Works with the consent of the Employer (not to be unreasonably withheld for delayed). Base Date : the date stated as such in the First Commencement Notice to be issued by the Employer pursuant to clause 2.48.3 and more particularly defined in clause 2.49.2.9. Bribery Act : the Bribery Act 2010. Building LifePlans Documents : documents offering cover under the building life plan latent defects insurance operated by Building LifePlans Limited. CDM Co-ordinator : see Article 5. Central Office Overheads : agreed central office overheads as distinct from Site Overheads and Profit. Commencement Conditions : see clause 2.48.3 and clause 2.51. Commencement Notice : a written notice issued by the Employer pursuant to clause 2.48.3 and containing the information set out in clause 2.49. Completion Date : the Date for completion of the Works or a Section as stated in the relevant Commencement Notice or such other date as is fixed either under clause 2.25 or by a Preagreed Adjustment.

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Consents : all consents, permits, licences and other authorisations necessary or required from any relevant authority for the execution of the Works. Contract Details : The Date for Completion, and rate of liquidated damages. Contract Sum : the sum stated in Article 2 or such other sum as is fixed under clause 2.48. Contract Sum Analysis : see the Second Recital and the sum stated in Article 2 or such other sum as is fixed under clause 2.48. Corrupt Activity : [extortion, fraud, deception, collusion, cartels, abuse of power, embezzlement, trading in influence, money-laundering or any similar activity] [bribery and/or corruption] including, without limitation, any activity, practice or conduct which would or could constitute an offence under sections 1, 2 or 6 Bribery Act [if such practice or conduct had been carried out in the United Kingdom] whether in connection with the Works or otherwise. Date for Completion : the date stated as such date in the Commencement Notice in relation to the Works or a Section. Date of Possession : the date stated as such in the Commencement Notice in relation to the Works or a Section. Deed of Novation : the standard form novation agreement published by the City of London Law Society. Design Sub-Contractor : any sub-contractor material contribution to the design of the Works contract or otherwise for designing or advising with the Early Design Services, including, for Professional Team. or sub-consultant whose obligations include a and/or is responsible under the terms of its subon or otherwise taking measures in connection the avoidance of doubt, each member of the

Detailed Planning Permission : the grant of detailed planning permission for the Development either by the local planning authority or by the Secretary of State which would discharge the condition precedent referred to referred to in clause 2.51.2. Development : the development of the property of which the Works, Site and/or premises constructed or to be constructed on the Site form part. Development Control Requirements : any statutory provisions and any decision of a relevant authority thereunder which controls the right to develop the site and any statutory codes or practice and statutory guidance notes. Early Design and Works Schedule : the schedule set out in appendix 6 to the Agreement as amended, varied and/or supplemented in accordance with this Contract as more particularly described in sub-clause 2.47.2.1. Early Design Services : any design or other services to be performed by the Contractor in accordance with clause 2.47 to clause 2.52 prior to the Base Date which shall include, without limitation, architectural, structural engineering, mechanical and electrical engineering services; and the duties set out in clauses 3.4A and 2.47.7.

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Early Design Services Timetable : the timetable set out appendix 6 to the Agreement, as amended, varied and/or supplemented in accordance with this Contract as more particularly described in clause 2.47.3.2 and sub-clause 2.47.3.3. Employer : the person named as Employer in the Agreement and their successors in title and assigns. Employer's Agent : see Article 3. Employer's Requirements : see the First Recital, the Contract Particulars and clause 2.47. Environment : all and any of the following media being water (wherever situate), air (wherever situate) as well as humans and their property, plants, animals and eco-systems. Environmental Laws : all or any applicable law including common law, statute, civil code, statutory guidance or by-law in each case which has a purpose or effect the protection of the Environment. Environmental Report : the report dated [ ] in relation to [ ]; ] (reference [ ]) prepared by [

Equality Act : the Equality Act 2010 and any re-enactments, amendments and relevant regulations. Excluded Reserved Matters : the reserved matters listed in Appendix 8. First Commencement Notice : the first Commencement Notice to be issued by the Employer pursuant to sub-clause 2.48.3 as more particularly described in sub-clause 2.49.1 and subclause 2.49.2. Good Environmental Practice : good practice generally as followed by design and build contractors skilled and experienced in the remediation and redevelopment of contaminated sites and shall be deemed to include (as a minimum) compliance with all Environmental Laws. KPIs : the key performance indicators set out in appendix 4 to the Agreement. London Living Wage : the basic hourly wage of 7.85 (before tax, other deductions and any increase for overtime) as may be updated from tiem to time by notification by the Employer to the Contractor. Long Stop Date : The date stated in Part 1 of the Contract Particulars. See clause 2.51.4 and clause 2.51.5. Manufacturers' and Suppliers' Warranties : warranties in favour of the Employer from manufacturers and suppliers of materials and equipment installed as part of the Works as particularised in the Employer's Requirements. Mechanical Engineer : the person identified in Part 1 of the Contract Particulars or such person or firm or company as may be appointed by the Contractor from time to time to be the Mechanical Engineer for the purposes of the Works with the consent of the Employer (not to be unreasonably withheld for delayed).

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NHBC Documents : documents offering cover under the NHBC's [Buildmark Choice] scheme operated by the National House Building Council comprising the offer of cover, the acceptance of cover and the [Buildmark Choice] booklet. Open Book : involving the declaration of all price components including Profit, Central Office Overheads, Site Overheads, and the costs of materials, goods, equipment, work and services, with all and any relevant books of account, correspondence, agreements, orders, invoices, receipts and other relevant documentation available for inspection. Practical Completion : takes place when the Works are complete for all practical purposes pursuant to clause 2.27 and, in particular: the relevant Statutory Requirements have been complied with and any necessary consents or approvals obtained; neither the existence nor the execution of any minor outstanding works would affect their use; any stipulations identified in the Employer's Requirements as being essential for Practical Completion to take place have been satisfied;

and Practically Complete shall be construed accordingly. Practical Completion Statement : see clause 2.27 and clause 2.27A. Professional Team : the Architect, the Quantity Surveyor, the Structural Engineer, the Mechanical Engineer, the Employer's Agent, the CDM Co-ordinator and such other professional advisors as may be appointed by the Contractor or the Employer from time to time in connection with the Works. Profit : agreed gain from the Works as distinct from Central Office Overheads and Site Overheads. Quantity Surveyor : such person or firm or company as may be appointed by the Contractor from time to time to be the Quantity Surveyor for the purposes of the Works with the consent of the Employer (not to be unreasonably withheld for delayed). relevant statement : the Final Statement or if issued first the Employer's Final Statement. Revised Contract Details : see clause 2.47. Revised Employer's Requirements : see clause 2.47. Revised Contractor's Proposals : see clause 2.47. Revised Contract Sum : see clause 2.47 and clause 2.48.1. Revised Section Sums : see clause 2.47 and clause 2.48. Section Completion Statement : see clause 2.27.2 and clause 2.27A.

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Section Sum : that part of the Contract Sum allocated to a particular Section; see clause 2.34 and the Contract Particulars. Site Overheads : agreed site-specific overheads as distinct from Central Office Overheads and Profit. Structural Engineer : the person identified in Part 1 of the Contract Particulars or such person or firm or company as may be appointed by the Contractor from time to time to be the Structural Engineer for the purposes of the Works with the consent of the Employer (not to be unreasonably withheld for delayed). Target Price : see Part 1 of the Contract Particulars and clause 2.48.3 Termination Notice : a written notice issued or deemed issued by the Employer pursuant to clause 2.48.3.1, clause 2.50 or clause 2.52 confirming to the Contractor that the Works will not proceed. Third Party Agreements : any and all agreements relating to or affecting the Works or the completed Works which have been entered into or may be entered into by the Employer including any agreements referred to as such in the Employer's Requirements and any agreements for lease. Work Stage : see clause 2.47.2. Works : are as briefly described in the First Recital and referred to in the Employer's Requirements and the Contractor's Proposals and including any changes made to those works in accordance with this Contract and the Early Design Services and works to be undertaken or performed pursuant to clauses 2.47 to 2.52. Clause 1.6 Delete clause 1.6 and insert: "1.6.1 Other than such rights of any Purchasers, Tenants and/or Funders and/or any of the Employer's associated group, subsidiary or holding companies as take effect pursuant to clauses 7A, 7B and/or 1.6.2 respectively nothing in this Contract confers or purports to confer any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 1999. The parties agree that any of the Employer's associated group, subsidiary or holding companies (as defined by section 1159 of the Companies Act 2006) may in its own right enforce the provisions of this Contract. Without limiting any other rights it may have the Contractor shall not have available to it by way of set off or counterclaim against any claim brought by any of the Employer's associated group, subsidiary or holding companies (as referred to in clause 1.6.2) those matters that would be available to the Contractor by way of set off or counterclaim against any claim brought by the Employer. The rights of the Employer's associated group, subsidiary or holding companies (as referred to in clause 1.6.2) shall be subject to the same conditions, limitations and exclusions as apply to the Employer's rights under this Contract."

1.6.2

1.6.3

1.6.4

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Clause 1.8.1 At end of clause insert as a new hanging paragraph: "provided always that it shall not relieve the Contractor of its liability under the Contract in respect of any latent defects in the Works due to faulty goods, materials, designs or workmanship." Clause 1.8.1.1 Delete clause 1.8.1.1 and insert "Not used." Clause 1.10 Delete clause 1.10 and insert: "This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales." Clause 1.11 Insert new clause 1.11: "All references to arbitration, fluctuations and fluctuation provisions in the Contract shall be deemed to be deleted." Clause 2.1.1 In line 2 after "the Construction Phase Plan" insert ", the Detailed Planning Permission, the Consents, any Planning Agreement which affects the Works, " In line 3 after "Statutory Requirements" insert "(provided always, in the case of the Consents, and any Planning Agreement which affects the Works that the Contractor has been given copies at date of notification of the Revised Contract Sum and Revised Sections Sums pursuant to clause 2.48.1)" In line 3 delete "complete the design" and insert "shall verify any design in the Employer's Requirements and shall complete such design" Clause 2.1.5 Insert new clause 2.1.5: "Environmental law 2.1.5.1 The Contractor shall carry out and complete the Works in accordance with Good Environmental Practice the recommendations of the Environmental Report (if applicable) and Environmental Laws. The Contractor shall:

2.1.5.2

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2.1.5.2.1 instruct such environmental investigations to be carried out as necessary (including but not limited to any environmental surveys or investigation identified and/or referred to in the Employer's Requirements and/or the Environment Report (if applicable)); 2.1.5.2.2 provide the Employer with a copy of any report and/or recommendations arising from the carrying out of investigations pursuant to clause 2.1.5.2.1; 2.1.5.2.3 comply with any recommendations arising from the carrying out of investigations pursuant to clause 2.1.5.2.1; and 2.1.5.2.4 provide such reasonable evidence to the Employer that the recommended environmental investigations have been carried out and completed to the satisfaction of the relevant Statutory Requirements and Development Control Requirements. The Contractor shall be liable for and indemnify and keep indemnified the Employer against any liability, damage, loss, expense, cost, claim or proceedings arising on or after the date of this contract in respect of any act or omission on the Contractor's part which results, whether directly or indirectly, in damage to the Environment and/or a breach of or failure by the Contractor to comply with its obligations under Environmental Laws insofar as such loss, injury or damage arises out of or in the course of or by reason of the carrying out the Works and to the extent that the same is due (wholly or partly) to any act or omission of the Contractor, any of its subcontractors or their respective employees, servants or agents employed or engaged upon or in connection with the Works or any part or parts of the Works."

2.1.5.3

Clause 2.2.6 Insert new clause 2.2.6: "Without prejudice to clause 2.2.1, unless otherwise instructed by the Employer, the Contractor shall not specify or authorise for use any materials or goods which are known at the date of issue of the relevant Commencement Notice for the Works or Section or Sections pursuant to clause 2.48.3 (or generally considered within the construction industry) to be deleterious to health and safety or to durability in the particular circumstances in which they are used." Clause 2.3A Add new clause 2.3A: "Fixing a Possession Date "The Employer shall issue a Possession Notice to the Contractor stating the Possession Date (which shall not be less than 6 weeks after the date of issue of the Possession Notice), upon which the Contractor shall take possession of the Site and insure and secure the Site and the Date of Possession shall have occurred for the purposes of this clause 2.3A. The Contractor shall have no obligation to proceed with the Works (other than securing the Site and undertaking the Early Design Services) until service of the First Commencement Notice pursuant to clause 2.48.3." Clause 2.7 Delete final 3 lines of the last paragraph and insert:

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"save that the Employer may use in connection with the construction, completion, maintenance, use, repair, reinstatement, advertisement, promotion, letting or sale of the Works any documents supplied by the Contractor." Clause 2.8 Delete clause 2.8 and insert: "2.8.1 To the extent that any design for the Works is not described in full in the Contractors Proposals such design shall be submitted for the Employers approval within the time limits specified in the Employers Requirements provided that no such approval shall in any way affect the Contractors liabilities hereunder. Except in respect of designs created or developed in connection with the Early Design Services, which shall be subject to the approval process set out in clause 2.47, each Contractor's Design Document prepared by the Contractor shall be subject to the approval procedure set out in Schedule 1 or as otherwise stated in the Contract Documents. Subject to the aforesaid, the Contactor's Design Documents shall be provided to the Employer as and when necessary in accordance with the Contractor's Design Submission Procedure set out in Schedule 1 or as otherwise stated in the Contract Documents The Contractor shall without charge provide to the Employer the number of copies of the Contractor's Design Documents stated in Part 1 of the Contract Particulars."30

2.8.2

2.8.3

Clause 2.9 Delete clause 2.9 and insert: "2.9.1 The Employer shall define the boundaries of the site [by reference to a plan or drawing and the Contractor shall be responsible for accurately marking-out the boundaries of the site.31] The Contractor shall ensure that the Works are completed within such boundaries. The Contractor shall comply with any restrictions on the carrying out of the Works including, without limitation, scaffold and crane over-sailing arrangements, Site access, working hours, noise levels and any other constraints on working space or conditions set out in or reasonably inferred from the Employer's Requirements or the Contractor's Proposals. Any costs incurred by the Contractor for such compliance shall be deemed to be included in the Contract Sum."

2.9.2

Clause 2.11 Delete clause 2.11 and insert: "The Contractor shall be responsible for the contents of the Employer's Requirements and for verifying the adequacy of any design contained in them." Clause 2.12.1
30 31

Complete as appropriate. Complete as appropriate

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In lines 1-2 delete "in relation to which the Contractor under clause 2.11 is not responsible for verifying its adequacy" Clause 2.12.2 Delete clause 2.12.2 and insert: "Any correction or, alteration or modification under clause 2.12.1 shall not be treated as a Change." Clause 2.14.2 In line 1 before "discrepancy" insert "the inadequacy as referred to in clause 2.12 or" In line 4 after "such" insert "inadequacy or" In line 7 delete "and treated as a Change" and insert "and the Contractor shall entirely at his own cost complete the design and construction of the Works in accordance with the amendment" Clause 2.15.2.1 At end of clause before "." insert: "provided that a competent contractor would not have been aware of such impending change at the date of notification of the Revised Contract Sum [and Revised Sections Sums] pursuant to clause 2.48.1"32 Clause 2.17 Delete clause 2.17 and insert: "In relation to the design of the Works (including any design in the Employer's Requirements and any further design which the Contractor is to carry out as a result of a Change in the Employer's Requirements), the Contractor shall: 2.17.1 have in respect of any defect or insufficiency in such design the like liability to the Employer, whether under statute or otherwise, as would an architect or, as the case may be, other appropriate professional designer holding himself out as competent to take on work for such design who, acting independently under a separate contract with the Employer, had supplied such design for or in connection with works to be carried out and completed by a building contractor not being the supplier of the design; ensure that the Works satisfy any performance specification set out in the Employer's Requirements; ensure that the Works, when completed, are suitable for the purpose set out in the Employer's Requirements."

2.17.2

2.17.3

Clause 2.25.6.5

32

Delete text in square brackets where there are no sections.

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Add a new clause 2.25.6.5 "save where the delay is due to loss or damage occasioned by one or more of the Specified Perils, the Contractor shall not become entitled to any extension of time for the completion of the Works of and/or any part of the Works and/or any Section where and to the extent that the delay arose by reason of any omission, default, negligence or breach of contract or breach of statutory duty by the Contractor, his servants or agents or any Sub-Contractor, Sub-Consultant, or supplier or their respective agents or servants." Clause 2.26 In line 1 after "clause 2.24 and 2.25" insert "(but only to the extent that such events are not consequent upon or necessitated by any omission, default, negligence or breach of contract or breach of statutory duty of the Contractor, his servants or agents or any sub contractor, sub consultant or supplier or their respective servants or agents)" Clause 2.27 Delete clause 2.27 and insert: "2.27.1 The Contractor shall give to the Employer at least the number of weeks' written notice stated in Part 1 of the Contract Particulars of the anticipated date of Practical Completion of the Works or a Section and shall at the same time provide the Employer with: details of any works which remain to be completed within such period referred to in clause 2.27.1; and proposals and programming arrangements for the execution and completion of such works. As soon as the Contractor considers that Practical Completion of the Works or a Section has been reached and that he has complied sufficiently with clauses 2.27A, 3.16.2 and 3.16.5 (if applicable) he shall notify the Employer of such date giving at least six (6) Business Days' prior notice of such date. On the date of anticipated Practical Completion of the Works or a Section stated in the notice issued pursuant to clause 2.27.2 or such other date as may be agreed by the Employer's Agent and the Contractor, the Employer's Agent shall inspect the Works or a Section and if in its reasonable opinion it is satisfied that the Works or a Section are Practically Complete it shall so confirm to the Contractor within three (3) Business Days of such inspection and: in the case of the Works the Employer shall forthwith issue a statement to that effect (the Practical Completion Statement); in the case of a Section he shall forthwith issue a statement of practical of that Section (a Section Completion Statement); and Practical Completion of the Works or the Section shall be deemed for all the purposes of this Contract to have taken place on the date of inspection pursuant to clause 2.27.3.

2.27.1.1

2.27.1.2

2.27.2

2.27.3

2.27.3.1

2.27.3.2

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2.27.4

If on such inspection the Employer's Agent acting reasonably does not consider that the Works or a Section are Practically Complete it shall within five (5) Business Days of such inspection give written notice to that effect to the Contractor setting out its reasons where upon the Contractor shall without delay proceed to remedy and/or carry out the works specified in such notice. The procedures set out in clauses 2.27.3 and 2.27.4 shall be undertaken as often as is necessary until the Employer's Agent is satisfied, acting reasonably, that the Works or a Section are Practically Complete and so notifies the Contractor. The Employer shall instruct the Employer's Agent to give due consideration but shall not be bound by any representations made by the Contractor during such inspection as to whether or not the Works or a Section is Practically Complete."

2.27.5

2.27.6

Clause 2.27A Insert new clause 2.27A: "Notwithstanding anything expressed or implied elsewhere in this Contract the Employer shall not be obliged to issue the Practical Completion Statement or any Section Completion Statement in accordance with clause 2.27 and Practical Completion of the Works or a Section shall not for any purpose of this Contract have occurred unless and until the Contractor shall first supply to the Employer all documentation and items listed below in relation to the properties forming part of the Works or the relevant Section: 2.27A.1 2.27A.2 2.27A.3 2.27A.4 the number of sets of as-built drawings stated in Part 1 of the Contract Particulars; Three (3) sets of keys for each flat33; Gas, water and electric meter readings; The NHBC Documents/Zurich Municipal appropriate) as required by clause 2.41; Health and safety file; The results from a survey for sound transmission internally demonstrating that the performance requirements of the Employer have been satisfied; Two copies of a 'Residents Manual' for each flat/dwelling (subject to the Employer's approval); Manufacturers' and Suppliers' Warranties; and Evidence of compliance with: (a) (b) Secured By Design; EcoHomes or the Code for Sustainable Homes as appropriate; and Documents/Building LifePlans (as

2.27A.5 2.27A.6

2.27A.7

2.27A.8 2.27A.9

33

Consider whether the occupier of each unit will also require keys to any communal doors or gates. If they will amend as required.

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(c) 2.27A.10

all Statutory Requirements and Development Control Requirements;

Evidence of compliance with all recommendations detailed in any site investigation reports obtained by the Contractor in respect of the Works."

Clause 2.29.5 Insert new clause 2.29.5: "Any liquidated damages payable under clause 2.29.2.1 shall be payable [weekly] in arrears and shall be due for payment on demand. Such demand shall take the form of an invoice from the Employer to the Contractor specifying the sum that the Employer considers to be due on the date of the demand (which for the purposes of this clause shall be the payment due date) and the basis on which that sum is calculated. Within 5 days of the payment due date the Contractor shall issue a notice confirming the sum that it considers to have been due on the payment due date and the basis on which that is calculated provided that if the Contractor fails to serve such notice the Employer's demand shall be treated as the payment notice. The final date for payment for any such sum so demanded shall be [28] days after the payment due date." Clause 2.35 In line 1 of the final paragraph before "a reasonable time" insert "within any time period specified in the Employer's Requirements commensurate with such defect, shrinkage or fault and, in any event," Clause 2.35A Insert new clause 2.35A: "The Employer may, at any time, arrange for any defects, shrinkages or other faults to be rectified (other than by the Contractor) in order to meet its obligations to any Funder, any Purchaser or any Tenant and, in such circumstances, an appropriate deduction in respect of such remedial works shall be made from the Contract Sum." Clause 2.37 Delete clause 2.37 and insert "Not used." Clause 2.38.2 In line 1 delete "Subject to all sums due and payable under this Contract to the Contractor being paid, the" and insert "The" Clause 2.38.4 Insert new clause 2.38.4: "The copyright licence referred to in clause 2.38.2 shall carry the right to grant sub-licences and shall be transferable to third parties." Clause 2.38.5

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Insert new clause 2.38.5: "To the extent that the Contractor does not have ownership of the copyright in any Contractor's Design Documents the Contractor shall procure from the copyright holder a licence with full title guarantee to the Employer in respect of the relevant Contractor's Design Documents in the same terms as are set out in clause 2.38.2 and clause 2.38.4." Clause 2.39 Insert new clause 2.39: "The Contractor shall comply with the Good Environmental Practice applicable at the time of carrying out the Works and any environmental policy of the Employer when carrying out the Works." Clause 2.40 Insert new clause 2.40: "The Contractor shall be deemed to have satisfied himself as to all matters affecting the Site of the Works including, without limitation, state and condition of the buildings, structures, soil and rock strata comprising the site of the Works and no matter arising therefrom shall give rise to any adjustment of the Contract Sum, or to any extension of time or to any entitlement on the part of the Contractor to loss and expense or to any entitlement on the part of the Contractor to determine his employment under this Contract." Clause 2.41 Insert new clause 2.41: "2.41.1 The Contractor shall issue to the Employer in respect of each and every part of the Works which is intended for occupation as a residential dwelling and the common parts relating thereto the NHBC Documents or the Building LifePlans Documents whichever is stated in the Contract Particulars to apply; The Contractor shall procure the issue of a Ten - Year Notice in accordance with the NHBC Documents or the equivalent (if any) in accordance with the Building LifePlans Documents in respect of each and every part of the Works which is intended for occupation as a residential dwelling and the common parts relating thereto."

2.41.2

Clause 2.42 Insert new clause 2.42: "The Parties shall evaluate the time, cost and quality implications of any matter notified under paragraph 12 of Schedule 2 part 2 or arising from clause 2.10 and clauses 3.5 to 3.14 and shall take all practicable steps to minimise any adverse effects or to maximise any positive effects of such matters." Clause 2.43 Insert new clause 2.43:

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"The Parties shall consider and seek to agree such incentives as may be appropriate to encourage the Parties to maximise their efforts pursuant to this Contract for the benefit of the project in which the Works are comprised; and shall implement any incentives agreed pursuant to this clause 2.43.1." Clause 2.44 Insert new clause 2.44 "2.44.1 The Parties recognise the risks in the design and construction of the Works and the cost associated with those risks and the Parties shall analyse and manage those risks in the most effective manner. Except as stated otherwise in the Employer's Requirements, the Contractor shall manage the risks referred to in clause 2.44.1 in the agreed manner from the commencement of the Works until Practical Completion."

2.44.2

Clause 2.45 Insert new clause 2.45: "2.45.1 The Employer gives no warranty or representation as to the condition of the Site or any adjoining property or any services in or under the Site or as to the accuracy or sufficiency of any soils or survey data contained in any document made available to the Contractor by the Employer or as to any recommendations or conclusions made or reached in any such document. The Contractor shall not have or make any claim whether in contract or by way of negligent or innocent misrepresentation or otherwise in respect of information provided or statements made by or on behalf of the Employer in respect of such risks contingencies or circumstances relating to the Site."

2.45.2

Clause 2.46 Insert new clause 2.46: "The Contractor shall be supplied, within a reasonable time having due regard to the progress of the Works, with copies of any Third Party Agreements (or such extracts as shall be relevant to the Employer's obligations under those Third Party Agreements) and subject to the Contractor receiving copies of such agreements (or extracts) the Contractor shall use the level of skill and care referred to in clause 2.17.1 in the discharge of its duties and obligations so as not by any action, inaction or omission by the Contractor to cause or contribute towards a breach of the duties and obligations of the Employer under the Third Party Agreements." Clause 2.47 Insert new clause 2.47: "Early Design Services 2.47.1 The Contractor will further develop the Contract Details, Employer's Requirements, Contractors Proposals[, the Sections Sums] and Contract Sum to achieve compliance

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with the Employer's Requirements and a further degree of detail to the reasonable satisfaction of the Employer by undertaking the Early Design Services as more particularly defined in appendix 6 to this Agreement (including any amendments varying or supplementing it from time to time).34 Work Stages 2.47.2 The Early Design Services [for each Section] shall be divided into three (3) work stages (each, a Work Stage):35 Stage 1: Outline Proposals - Commencement of development of the design of the scheme proposals to enable an application for Detailed Planning Permission to be made (if appropriate), to comply with the Detailed Planning Permission for the Works together with the development of the Revised Contract Details, Revised Employer's Requirements, Revised Contractor's Proposals[, Revised Sections Sums] and Revised Contract Sum (each as herein later defined) together with all those other works and services contained in the Early Design and Works Schedule;36 Stage 2: Detailed Proposals - The production of all those detailed working design drawings required to further develop the design to an appropriate level to enable the Works to commence on Site shortly after the issue of the First Commencement Notice by the Employer to the Contractor pursuant to clause 2.48 to include for the necessary further development of the Revised Contract Details, Revised Employer's Requirements, Revised Contractor's Proposals and finalisation of the Revised Contract Sum [and the Revised Section Sums];37 Stage 3: Final Proposals - Preparation and submission of final proposals to the Employer for final approval for the Revised Contract Details, Revised Employer's Requirements, Revised Contractor's Proposals[, Revised Section Sums] and Revised Contract Sum and sufficient for issuance of revised Employer's Requirements and for issuance of the First Commencement Notice and any subsequent Commencement Notice(s) by the Employer.38

2.47.2.1

2.47.2.2

2.47.2.3

Progress of Early Design Services 2.47.3.1 The Contractor shall provide the Early Design Services in accordance with Early Design Services Timetable, including any amendments varying or supplementing it from time to time as shall be agreed between the parties in writing and subject always to the receipt of such information as the Contractor may require from the Employer to enable it to comply with the Early Design Services Timetable. The Contractor must obtain the Employer's approval in writing before proceeding with the Early Design Services in connection with a Work Stage. Notwithstanding any other provision of the Contract, the Employer shall have no obligation to make any payment in relation to any Work Stage for which such approval shall not have been obtained.

2.47.3.2

34 35

Delete text in square brackets if there are no sections. Delete text in square brackets if there are no sections. 36 Delete text in square brackets if there are no sections. 37 Delete text in square brackets if there are no sections. 38 Delete text in square brackets if there are no sections.

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2.47.3.3

The Contractor will keep the Employer informed of progress in undertaking the Early Design Services and in particular of any failure to comply with the Early Design Services Timetable and will submit the more detailed Contract Details, Employer's Requirements, Contractors Proposals, Contract Sum [and Section Sums] for such Work Stage to the Employer within the time set out in the Early Design Services and Works Timetable for such Work Stage following the Employer's Instruction to proceed with the Early Design Services for such Work Stage.39

Fees for Early Design Services 2.47.4.1 The Employer will pay the Contractor for the Early Design Services in accordance with the provisions of appendix 6 to the Agreement and otherwise in accordance with the provisions of the Contract. The costs of the Early Design Services will be disclosed to the Employer by the Contractor on an Open Book basis.

2.47.4.2

Sub-Contracting of Early Design Services 2.47.5.1 The Contractor will only appoint Design Sub-Contractors to undertake the Early Design Services with the prior consent of the Employer (such consent not to be unreasonably withheld or delayed) and in accordance with the provisions of clause 3.4 and this clause 2.47.5 and will obtain the Employers consent in advance of procuring the undertaking of each Work Stage of the Early Design Services. The Employer may require the Contractor to obtain tenders for each Work Stage of the Early Design Services on an Open Book basis. The Employer hereby consents to the appointment of the persons (if any) identified in Part 1 of the Contract Particulars as Design Sub-Contractors to undertake the Early Design Services." As soon as reasonably practicable after entering into this Contract the Contractor shall enter into a sub-contract with each of the persons named in clause 2.47.5.3 and notify the Employer of the date of each such sub-contract. If the Contractor is unable to enter into a sub-contract with any of the persons named in clause 2.47.5.3 he shall immediately inform the Employer of the reason for such inability and provided that reason is bona fide the Employer shall issue instructions as to the execution of the Early Design Services to be performed by that person. Any such instructions may require the Contractor to select another person to carry out the relevant Early Design Services (subject to the consent of the Employer to the person so selected which consent shall not be unreasonably delayed or withheld). If the Contractor wishes to terminate the employment of any of the persons named in clause 2.47.5.3 for some default, whether by act or omission, by that person he shall first obtain the consent of the Employer which consent shall not be unreasonably delayed or withheld.

2.47.5.2

2.47.5.3

2.47.5.4

2.47.5.5

2.47.5.6

39

Delete text in square brackets if there are no sections.

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2.47.5.7

If the employment of any person named in clause 2.47.5.3 is terminated the Contractor shall, unless agreed otherwise, himself complete any balance of the Early Design Services to be undertaken by that person left uncompleted at the date of termination. Without prejudice to the generality of clause 3.4A the Contractor shall use reasonable endeavours to include in the Sub-Contract conditions of any of person named in clause 2.47.5.3 a provision which states that such person, having had notice of the terms of this clause 2.47.5, undertakes not to contend, whether in proceedings or otherwise, that the Contractor has suffered or incurred no loss and/or expense or that his liability to the Contractor should be in any way reduced or extinguished by reason of this clause 2.47.5 and in particular clause 2.47.5.7. For the avoidance of doubt and notwithstanding anything to the contrary contained in the Contract Documents the Contractor shall remain wholly responsible for carrying out and completing the Early Design Works in all respects in accordance with this clause 2.47 notwithstanding that the Contract Documents state or may state that all or part of the Early Design Services are to be undertaken by any named person, including any named person to which the provisions of paragraph 2 of Supplemental Provision 2 applies.

2.47.5.8

2.47.5.9

Planning Submissions and Consents 2.47.6.1 The Contractor will submit the design for outline Planning Permission (if no such application has been submitted at the date of this contract) and for Detailed Planning Permission and discharge of conditions on either an outline or a Detailed Planning Permission requiring further submission and approval of details of the design save in respect of Excluded Reserved Matters (where submissions for approval of reserved matters shall be undertaken by the Employer) pursuant to Work Stage 1 of the Early Design Services in the name of the Employer when the Employer considers that the design satisfies its requirements and is otherwise suitable as the basis for such a submission. the Contractor will conduct the planning submission referred to in clause 2.47.6.1 and (without prejudice to the Contractor's obligations under this Contract) the Employer will provide reasonable assistance to the Contractor in such conduct where and to the extent that such planning submissions relate to the Works. The Contractor shall not be entitled to any increase in the Contract Sum nor any extension of the Date for Completion (or Date for Completion of a Section) in respect of its obligations under this clause 2.47.6.2 unless clause 2.26.6 or2.26.13, apply and any delays arising from the need to conduct such planning submissions shall not in any event be Relevant Matters for the purposes of clauses 4.21.4 or 4.21.5 or otherwise. The Contractor shall obtain all Consents required for the lawful carrying out and completion of the Works including for use of airspace on or above adjoining property, party wall awards, boundary conditions and rights of light, except for rights of way, wayleaves and easements which shall remain the responsibility of the Employer. Subject to clause 2.47.6.5, if any application for outline Planning Permission, Detailed Planning Permission, discharge of a condition or approval of reserved matters

2.47.6.2

2.47.6.3

2.47.6.4

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submitted by the Contractor is refused or is not determined within the statutory period allowed for such determination the Contractor shall undertake an appeal as soon as reasonable practicable after such refusal or non-determination and conduct such appeal with reasonable dispatch unless the Employer agrees that such appeal should not be undertaken. 2.47.6.5 If the Employer wishes an appeal against refusal or non-determination to be undertaken, but the Contractor does not wish to undertake such appeal because the Contractor believes such appeal will not succeed, but following referral to determination by a Planning Expert in accordance with Appendix 9 the Contractor is instructed to pursue an appeal then and only then the costs of undertaking such appeal shall be recoverable by the Contractor (such recovery to be on an Open Book basis). Delay caused by the undertaking of an appeal shall be a Relevant Event but shall not be a Relevant Matter.

2.47.6.6

Design Development: Contractor's Obligations 2.47.7 At each Work Stage of the Early Design Services for each Section the Contractor shall and shall procure that the other Professional Team members appointed by the Contractor shall: submit revised Contract Details (including a proposed Date for Completion of the Works and of each Section of the Works), Employer's Requirements and Contractor's Proposals, the proposed Date for Completion of the Works and of each Section of the Works being reasonably justifiable in the context of the revised designs produced pursuant to this clause 2.47.7; and provide general indications to the Employer of what the Contract Sum would be by reference to the designs developed at that Work Stage as if they formed the basis of the Employer's Requirements; and

2.47.7.1

2.47.7.2

Design Development: Employer's Obligations 2.47.8 As part of the process of developing the design of the Works pursuant to this clause 2.47 the Employer shall: supply to the Contractor, without charge and in such time so as not to delay or disrupt the performance by the Contractor of the Early Design Services, all necessary and relevant data and information in the possession of the Employer including information relevant to the development and calculation of the Contract Details including the anticipated rental income once the Works are completed; and give such assistance as shall be reasonably required by the Contractor in the performance of the Early Design Services; and give his decisions, instructions, consents or approvals in such reasonable time so as not to delay or disrupt the Contractor in the performance of the Early Design Services; and

2.47.8.1

2.47.8.2

2.47.8.3

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2.47.8.4

notify the Contractor in writing when it is satisfied with the degree of detail and the Date for Completion of Sections in the Revised Contract Details, Revised Contractors Proposals and revised Employer's Requirements submitted by the Contactor pursuant to clause 2.47.7.6 (the Contractors Proposals so accepted by the Employer being referred to as the Revised Contractors Proposals, and the Employer's Requirements so accepted by the Employer being referred to as the Revised Employer's Requirements); provided that the Contractor shall not be required to issue the Revised Contract Sum and/or the Revised Section Sums until the service of the Possession Notice in accordance with clause 2.3A; and on conclusion of the Early Design Services in accordance with this clauses 2.47, issue revised Employers Requirements to align with the revised Contractors Proposals and revised Contract Details. The Revised Contract Details will be based on the Contract Details submitted by the Contractor pursuant to clause 20.48.7.6 and any difference will be a difference which reasonably arises from the difference between the Contractors Proposals and the Revised Contractors Proposals (as herein defined) issue a Commencement Notice for each Section of the Works in sufficient time to enable the Contractor to carry out and complete works to each Section prior to the Date for Completion for that Section stated in the relevant Commencement Notice(s)."

2.47.8.5

2.47.8.6

Clause 2.48 Insert new clause 2.48: "Contract Sum Development 2.48.1 Upon receipt of a notice pursuant to clause 2.47.8.4 the Contractor will notify the Employer of the revised Contract Sum (the Revised Contract Sum) and the revised Section Sums (the Revised Section Sums) required to replace the Contract Sum and the Section Sums respectively in order to undertake the Works in accordance with the Contract and with the Revised Contractors Proposals. Any difference between the Contract Sum and the Revised Contract Sum and/or between the Section Sums and the Revised Sections Sums will be substantiated by the Contractor on an Open Book basis if required by the Employer. If the Revised Contract Sum is below the Target Price the Employer will, once the preconditions set out in clause 2.51 have been satisfied (the Commencement Conditions), issue the First Commencement Notice setting out the information stated in clause 2.49.1. Upon the serving of the First Commencement Notice, clause 2.49.2 will apply. If the Revised Contract Sum is not below the Target Price, the Employer may either serve a Termination Notice confirming that the Works will not proceed. Upon the service of such notice the provisions of clause 2.50 will apply. or

2.48.2

2.48.3

2.48.3 2.48.3.1

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2.48.3.2

once the Commencement Conditions have been satisfied, issue the First Commencement Notice setting out the information stated in clause 2.49.1. Upon the serving of the First Commencement Notice, clause 2.49.2 will apply."

Clause 2.49 Insert new clause 2.49: "Commencement Notices The First Commencement Notice 2.49.1 2.49.1.1 The First Commencement Notice issued pursuant to clause 2.48 shall state: confirmation of the Employer's approval of the Revised Contract Sum and the Revised Section Sums; and the date of the commencement of the Works or Section or Sections which shall be no earlier than 4 weeks from the date of the issue of the First Commencement Notice; and the rate of liquidated damages (if any) to be paid or allowed pursuant to clause 2.29 for the relevant Section or Sections and the Date for Completion of the relevant Section or Sections; and the Possession Date; and which part of the Works is comprised within the relevant Section or Sections PROVIDED ALWAYS that the Date for Completion of the Works or Section or Sections shall be no earlier than that stated in the revised Contract Details issued by the Employer pursuant to clause 2.47. Consequences of First Commencement Notice 2.49.2 2.49.2.1 On service of the First Commencement Notice: the Contract Sum will be replaced by the Revised Contract Sum which will become the Contract Sum for all purposes connected with the Contract; and the Section Sums will be replaced by the Revised Section Sums which will become the Section Sums for all purposes connected with the Contract; the Contractor and the Employer will proceed with all the other obligations set out in the Contract in relation to the Section or Sections identified in the First Commencement Notice; and the Employers Requirements will be replaced by the Revised Employers Requirements which will become the Employers Requirements for all purposes connected with the Contract; and

2.49.1.2

2.49.1.3

2.49.1.4 2.49.1.5 2.49.1.6

2.49.2.2

2.49.2.3

2.49.2.4

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2.49.2.5

the Contractors Proposals will be replaced by the Revised Contractors Proposals which will become the Contractors Proposals for all purposes connected with the Contract; and the Completion Date shall be fixed at the Date of Completion stated; and the rate of liquidated damages for any Section or Sections identified in the First Commencement Notice will be fixed at the rate stated." The Base Date shall be fixed at the date of the First Commencement Notice.

2.49.2.7 2.49.2.8

2.49.2.9

Subsequent Commencement Notices 2.49.3 The Employer shall issue further Commencement Notice(s) for any Section or Sections not included in the First Commencement Notice. Any such Commencement Notice shall include the information set out in clause 2.49.1 above where and to the extent that the information is not included in the First Commencement Notice. "

Clause 2.50 Insert new clause 2.50: "Termination Notice 2.50 On service of a Termination Notice by the Employer pursuant to clause 2.48 or clause 2.52 or deemed service of such notice pursuant to clause 2.51.2.4: The Contractor will cease work forthwith and, if a Possession Notice has been issued pursuant to clause 2.3A, shall make safe the Site and shall secure the Site from unauthorised access. The Contractor shall be entitled to be paid for the Early Design Services a fair and reasonable amount on account of fees due under section 4 commensurate with the Early Design Services performed to the date of the Termination Notice in accordance with appendix 6 to the Agreement and if a Possession Notice has been issued pursuant to clause 2.3A the cost of insuring and securing the Site pursuant to the Contractor's obligations under 2.3A hereof but not further or otherwise and for the avoidance of doubt will have no right to recover any sum in respect of loss of profit, loss of expectation or any other losses stemming from the service of such notice or from the undertaking of the Early Design Services or any other services in connection with the Contract. The Contractor will forthwith deliver up to the Employer all documents (including computerised data) which have been created pursuant to the Early Design Services and the obligations to undertake the Early Design Services to the date of the Termination Notice. The Contractor will have no further obligations to undertake any services or works pursuant to the Contract. Rights and obligations already accrued under the Contract will continue to subsist and for the avoidance of doubt any and all design obligations in clauses 2.1 to 2.49

2.50.1

2.50.2

2.50.3

2.50.4

2.50.5

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inclusive shall apply to the Early Design Services and all designs prepared pursuant to the Early Design Services to the date of the Termination Notice. 2.50.6 The Contractor shall upon payment hereunder grant to the Employer an irrevocable royalty free non exclusive licence in respect of all designs prepared pursuant to the Early Design Services on the same terms as set out in clause 2.38 and shall transfer the same to the Employer."

Clause 2.51 Insert new clause 2.51: "Pre-conditions to Commencement 2.51.1 Prior to the Employer issuing a Commencement Notice under clause 2.48, it is hereby acknowledged and agreed by the Parties that the Commencement Conditions identified in Part 1 of the Contract Particulars must have been satisfied. The Employer shall keep the Contractor informed of the progress of satisfying the Commencement Conditions referred to in clause 2.48.1 and shall use all reasonable endeavours to procure the satisfaction of the Commencement Conditions prior to the Long Stop Date."

2.51.2

Clause 2.52 Insert new clause 2.52: "Termination During Early Design Services 2.54.1 Notwithstanding anything to the contrary contained in the Contract the Employer may at any time prior to service of a Commencement Notice pursuant to clause 2.48 serve a Termination Notice whereupon the provisions of clause 2.50 shall apply. If the Commencement Conditions stated in Part 1 of the Contract Particulars have not been satisfied by the Long Stop Date then either party may terminate this Contract whereupon the provisions of 2.50 shall apply."

2.54.2

Clause 2.53 Insert new clause 2.53: 2.53 2.53.1 Equal opportunities The Contractor acknowledges that the Employer has duties under section 149 Equality Act to have due regard to the need to eliminate discrimination, harassment and any other conduct prohibited by the Equality Act and to promote equality of opportunity and foster good relations between persons sharing a protected characteristic and those who do not share it. For the purposes of this duty (the Equality Duty) the protected characteristics are age; disability; gender reassignment; pregnancy and maternity; race; religion or belief; sex and sexual orientation. The Contractor warrants that it will not and shall procure that its sub-contractors will not through their conduct or practices cause the Employer to be in breach of any of

2.53.2

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the obligations placed upon the Employer by section 149 Equality Act having due regard to any statutory code of practice issued in relation to those obligations and will indemnify the Employer for any loss, expense or damage incurred as a result of any breach of such obligations. 2.53.3 The Client may having regard to its statutory duties under the Equality Act and having due regard to any statutory code of practice issued in relation to those statutory duties make requests or issue instructions to the Contractor (relating to the supply of information, monitoring and other matters) for the purposes of ensuring that the conduct or practices of the Contractor and/or its sub-contractors will not result in the Employer being in breach of its obligations under the Equality Act. The Contractor agrees that it will and shall procure that its sub-contractors will provide the Employer with all information reasonably requested by the Employer to allow it to monitor compliance with the obligations imposed by this clause 2.53. Without prejudice to the generality of this clause 2.53 the Employer may require the Contractor to comply at no cost to the Employer with the Employer's policies relating to the Equality Duty (which shall be made available on request) or to have policies which have been approved by the Employer and the Contractor will and agrees that it shall procure that its sub-contractors comply with such requirements.

2.53.4

Clause 3.4.1 Delete clause 3.4.1 and insert "not used". Clause 3.4A Insert a new clause 3.4A Design Sub-Consultants 3.4A.1 It shall be a condition in any sub-letting to which clause 3.3.2 refers that (in addition to the consent required by clause 3.3.1): 3.4A.1.1 the Contractor shall agree the terms of each appointment or sub-contract with the Employer (both parties acting reasonably) before each of the appointments or sub-contracts is entered into. 3.4A.1.2 without prejudice to the generality of clause 3.3 and/or clause 3.4.2, unless agreed otherwise by the Employer (acting reasonably), the appointment or sub-contract shall: 3.4A.1.2.1 be executed as a deed; 3.4A.1.2.2 include an obligation on the sub-contractor or sub-consultant to execute and deliver as a deed within 21 Business Days of execution of the sub-contract and/or within 21 Business Days of a request to do so a deed or deeds of collateral warranty in favour of the Employer and/or any Purchaser and/or any Tenant and/or any Funder in such form indicated in Part 2 of the Contract Particulars subject only to such amendments as

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the relevant warrantor shall seek and the relevant beneficiary (acting reasonably) shall accept; 3.4A.1.2.3 to the extent that the sub-contractor or sub-consultant is carrying out any design or other professional services, include an obligation to maintain professional indemnity cover of ten million pounds (10,000,000) in respect of each and every occurrence or series of occurrences arising out of the same event or such other level reasonably acceptable to the Employer for a period of twelve (12) years from Practical Completion [of the final Section of the Works to reach Practical Completion] with a reputable insurer and to provide evidence of such insurance upon written request;40 3.4A.1.2.4 where the sub-contractor or sub-consultant is carrying out any services in relating to or in connection with the Early Design Services, include a provision obliging the sub-contractor or subconsultant to perform the duties and to fulfil the functions of a member of the Professional Team set out in clause 2.47.7. 3.4A.2 For the avoidance of doubt, unless agreed otherwise by the Employer (acting reasonably), the Contactor shall procure that the sub-contracts governing the appointments of each member of the Professional Team engaged by the Contractor shall comply with the provisions of clause 3.4A.1. Without prejudice clause 3.4A.1 the Contractor shall use reasonable endeavours to ensure that the terms of the appointment or sub-contract governing the proposed appointment of any Design Sub-Contractor complies with the provisions of clause 3.4A and shall, within five (5) Business Days of any request to do so by the Employer, notify the relevant Design Sub-Contractor of the identity of any Funder and/or any Purchaser and/or any Tenant."

3.4A.3

Clause 3.13.1 In line 1 after "removal from the site" insert "or rectification" Clause 3.13.3 At the end of the clause insert "or unless the opening up for such inspection or test was reasonably required by reason of any similar, equivalent or associated work materials or goods having been shown by a previous inspection or test not to be in accordance with this Agreement" Clause 3.16.3 In line 1 after "he shall" insert "comply with all the duties of a Principal Contractor and shall, without limitation" At the end of the clause insert "and the Contractor hereby agrees to indemnify and indemnifies the Employer against all costs expenses proceedings and/or claims howsoever arising as a result of non compliance by the Contractor of its obligations under this clause"
40

Delete text in square brackets if there are no sections.

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Clause 4.8.1 At end of clause insert: "A copy of each Interim Application shall be submitted to the Employer's Agent at the same time as to the Employer." Clause 4.8.4 At end of clause before "." insert: "and such further information as the Employer's Agent may reasonably require" Clause 4.8.5 Add additional clause 4.8.5: "Notwithstanding any other provisions of this contract, the Employer shall have no liability to make any Interim Payment to the extent that such Interim Payment shall when added to previous Interim Payments exceed the relevant amount in the Schedule of Maximum Payments unless the procedure set out in clause 4.8.6 has been complied with." Clause 4.8.6 "If the Contractor considers that the amount of any Interim Payment may exceed the relevant sum in the Schedule of Maximum Payments, it shall give the Employer notice not less than 28 days before the due date for payment of such Interim Payment. Clause 4.9.1 Delete line 1 and insert: "The final date for payment of an Interim Payment shall be the later of 28 days from its due date or the first Friday falling after 28 days from such due date." [at end of clause insert "or receipt by the Employer of a VAT invoice from the Contractor whichever shall be later"] Clause 4.9.5 Insert at the end of the clause "The Contractor confirms that the interest paid pursuant to this clause is a substantial remedy for late payment in compliance with Section 9 of the Late Payment of Commercial Debts (Interest) Act 1998 (the 1998 Act)." Clause 4.10.5 In line 1 delete "Notwithstanding the fiduciary interest of the Employer in the Retention as stated in clause 4.16, the" and insert "The" Clause 4.10.6 Insert new clause 4.10.6:

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"4.10.6

Neither the issue by the Employer's Agent of any valuation nor the payment of any amount by the Employer to the Contractor pursuant thereto shall: prejudice or adversely affect the right of either the Contractor or the Employer to contend that the Works have not been properly valued and that any amount has been improperly paid or withheld. In making any evaluation the Employer's Agent shall be entitled to reconsider and if necessary adjust the assessments made by him in arriving at any previous valuation; constitute or imply or be evidence of the Employer's approval or acceptance of any design, work, materials or equipment forming part of the Works or shall relieve the Contractor of any of his obligations hereunder."

4.10.6.1

4.10.6.2

Clause 4.11.1 In line [5] before "his obligation" insert "any or all of" Clause 4.11A Insert a new clause 4.11A: "Neither the issue by the Employer's Agent of any valuation statement nor the payment of any amount by the Employer to the Contractor pursuant thereto shall constitute or imply or be evidence of the Employer's approval or acceptance of any design, works, materials or goods forming part of the Works or relieve the Contractor of the obligations hereunder." Clause 4.12.4 In line 2 after "the 2 month notice period" insert "and at least 1 month before the due date for the final payment" Clause 4.12.5.3 Delete clause 4.12.5.3 and insert "Not used." [Clause 4.12.7 At the end of the first sentence before "." insert: 14 days from the date the other Party submits a VAT invoice to the payer for the balance (whichever is the later event to occur)".] Clause 4.12.10 Insert at the end of the clause "The Contractor confirms that the interest paid pursuant to this clause is a substantial remedy for late payment in compliance with Section 9 of the 1998 Act." Clause 4.16 Delete clause 4.16 and insert:

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"4.16

The Employer's interest in the Retention shall not be fiduciary and the relationship of the Employer and the Contractor with regard to the same shall be solely that of debtor and unsecured creditor. The Employer shall: have no obligation to invest the Retention or any part of it; have no obligation to segregate the Retention or any part of it in a separate bank account or in any other manner; be entitled to the full and unencumbered beneficial interest in the Retention or any part of it."

4.16.1 4.16.2

4.16.3

Clause 4.17.3 In line 2 delete "and 4.16" and insert ", 4.16 and 4.18" In line 3 after "issued after the date of failure" insert "provided that the Retention Percentage shall be calculated in relation to the amount of all Interim Payments made rather than the total amount included under clause 4.13.1 or 4.14.1 in any Interim Payment" Clause 4.18 In line 1 delete "The" and insert "Subject to clause 4.17.3 where applicable, the" Clause 4.18.1 At end of clause insert "provided that where clause 4.17 is stated to apply in the Contract Particulars and clause 4.17.3 applies the Retention Percentage in the Contract Particulars shall be deemed to be 3 per cent" Clause 4.19 Delete clause 4.19 and insert: "The Contract Sum shall be deemed to have been calculated on a fixed price basis (fixed at the Base Date) and shall not be subject to fluctuations in any event." Clause 4.21 At the end of line 1 insert "(but only to the extent that such matters are not consequent upon or necessitated by any omission, default, negligence or breach of contract or breach of statutory duty of the Contractor, his servants or agents or any sub contractor, sub consultant or supplier or their respective servants or agents)" Clause 4.24 Payments Insert new clause 4.24: "4.24.1 In this clause 4.24 the payment due date shall be the date of any invoice submitted by the Client pursuant to clause 4.24.2.

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4.24.2 4.24.2.1

Any sums: due to the Employer pursuant to clauses 2.18, 2.19, 2.39.3, 6.1, 6.2, 8.6.2, 8.7.5, 8.8.2 and/or 8.12.5; and/or which the Employer may seek to recover as a debt pursuant to clause 6.5.3 and/or paragraph A.2.1 in schedule 3;

4.24.2.2

shall be due for payment on demand, such demand to take the form of an invoice from the Employer to the Contractor specifying the sum that the Employer considers to be due on the payment due date and the basis on which that sum is calculated. Within 5 days of the payment due date the Contractor shall issue a notice confirming the sum that it considers to have been due on the payment due date and the basis on which that is calculated provided that if the Contractor fails to serve such notice the Employer's demand shall be treated as the payment notice. The final date for payment for any such sum so demanded shall be [28] days after the payment due date." Clause 4.25 Insert new clause 4.25: "fair Wages 4.25.1 4.25.1.1 The Contractor shall: pay rates of wages and observe hours and conditions of labour not less favourable than those established for the trade or industry in the district where the work is carried out by machinery of negotiation or arbitration to which the parties are organisations of employers and trade unions representative respectively of substantial proportions of the employers and workers engaged in the trade or industry in the district; and pay hourly rates for labour which are not less than the London Living Wage and ensure that its subcontractors do the same. In the absence of any rates of wages, hours or conditions of labour so established the Contractor shall pay rates of wages and observe hours and conditions of labour which are not less favourable than the general level of wages, hours and conditions observed by other employers whose general circumstances in the trade or industry in which the Contractor is engaged are similar. The Contractor shall in respect of all persons employed by him (whether in carrying out this Contract or otherwise) in every factory, workshop or other place occupied or used by him for the carrying out of this Contract (including the Works) comply with the general conditions required by this Supplemental Condition. The Contractor hereby warrants that to the best of his knowledge and belief he had complied with the general conditions required by this clause for at least 3 months' prior to the date of his tender for this Contract. The Contractor shall recognise the freedom of this work people to be members of trade unions.

4.25.1.2

4.25.2

4.25.3

4.25.4

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4.25.5

The Contractor shall at all times during the continuance of this Contract display, for the information of his work people, in every factory, workshop or place occupied or used by him for the carrying out of this Contract (including the Works) a copy of this clause. Where rates of wages, hours or conditions of work have been established either by negotiation or arbitration as described in clause 40.25.1 or by any agreement commonly recognised by employers and workers in the district a copy of the award agreement or other document specifying or recording such rates hours or conditions shall also be exhibited by the Contractor or made available by him for inspection in any such place as aforesaid. The Contractor shall be responsible for the observance of this clause by subcontractors employed in the carrying out of this Contract The Contractor shall keep proper wages, books and timesheets showing the wages paid to and the time worked by the work people in his employ in and about the carrying out of his Contract. Such wages, books and timesheets shall be produced whenever required for the inspection of any officer authorised by the Employer and the Contractor shall respond to such other reasonable requests fort information in connection with the requirements of their clause 4.25 as the Employer shall reasonably require. If the Employer shall have reasonable ground for believing that the requirements of any of the preceding provisions of this clause are not being observed, the Employer or the Employer's Agent on his behalf shall be entitled to require proof of the rates of wages paid and the hours and conditions observed by the Contractor and subcontractors in carrying out the Works.

4.25.6

4.25.7

4.25.8

Clause 6.6A Insert new clause 6.6A: "All insurance required by clause 6.4.1 and clause 6.5.1 shall be unlimited in respect of the number of occurrences arising and claims made in any period of insurance." Clause 6.7 At end of line 2 delete "." and insert: "provided that the application of Insurance Options A or B or C as specified in Schedule 3 as the case may be shall not affect the responsibility of the Contractor hereunder for any loss or damage not covered by any Joint Names Policy described therein." Clause 6.11.3 Delete from "," in line 2 to the end of the clause and insert: 6.11.3.1 (where the Contractor has notified a reduction in the scope or level of cover pursuant to clause 6.11.1) the Contractor shall continue to maintain Terrorism Cover at such reduced level or scope of cover; 6.11.3.2 the Employer may instruct the Contractor to effect and maintain any alternative or additional form of Terrorism Cover then reasonably obtainable by the Contractor, the

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net additional cost to the Contractor of any such cover and its renewal shall be added to the amounts payable to the Contractor." Clause 6.11.5 At the end of the clause insert: "For the avoidance of doubt where clause 6.11.3.1 applies the provisions of paragraph A.4 in Schedule 1 and not this clause 6.11.5 shall apply." Clause 7.1 Insert at the end of clause 7.1 before ".": "save that the Contractor hereby consents to any assignment of the benefit of this Contract by the Employer or the Employer's rights under this Contract to any person acquiring any part of the Employer's interest in the Works or any project of which the Works form part, subject to a maximum of two such assignments." Clause 7A.2 In final line after "Purchaser or Tenant" insert "or third party referred to in clause 1.6.2" Clause 7B.3 Insert new clause 7B.3: "Upon request, the Contractor shall provide such documents and information as the Funder may reasonably require to demonstrate the Contractor's compliance with the terms of this Contract." Clause 7D Delete clause 7D and insert: "Where clause 7D is stated in Part 2 of the Contract Particulars to apply to a Funder, the Employer may by notice to the Contractor require that the Contractor within 21 days of the date of the Contract and/or following a notice from the Employer within 21 days of receipt of such Employer's notice enter into a Collateral Warranty with the Funder in the appropriate form set out in appendix 3 to this Agreement (or in such other substantially similar form as the Employer may reasonably require)." Clause 7E Delete clause 7E and insert: "7E.1 The Contractor shall use reasonable endeavours to ensure that the terms of engagement or sub-contract governing the proposed appointment of any Design Sub-Contractor shall contain the wording set out in appendix 5 to the Agreement and if incorporated shall, within 5 Business Days of any request to do so by the Employer, notify the relevant Design Sub-Contractor of the identity of any Purchaser and/or Tenant.

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7E.2

In the event that the wording referred to in clause 7E.1 cannot be incorporated, or if the Employer so requests (and third party rights have not been conferred on the Purchaser and/or Tenant in question) the Contractor shall use best endeavours (as defined below) to ensure that any such Design Sub-Contractor shall provide one or more collateral warranties executed as a deed in the forms set out in appendix 3 to the Agreement (or in such other substantially similar form as the Employer may reasonably require) to the Employer and to any Purchaser and/or Tenant and/or Funder within 10 Business Days of their appointment and in any event before the date of Practical Completion. For the purposes of this clause 7E.2, "best endeavours" shall mean pursuing the relevant Design Sub-Contractor as much as commercially practicable, but without the Contractor having to pay more than nominal sums to the relevant Design Sub-Contractor."

Clause 7F Insert new clause 7F: "If the Employer requests, the Contractor shall execute as a deed the Deed of Novation in respect of the consultants that the Employer has so identified in the Contract Particulars." Clause 8.6

Clause 8.6 Delete clause 8.6 and insert: "8.6.1 8.6.1.1 The Contractor undertakes to the Employer that: it has not and its current and former directors, officers and employees have not and shall not engage in any Corrupt Activity; it has not and its current and former directors, officers and employees have not and shall not engage in any activity, practice or conduct which could or would place the Employer in breach of section 7(1) Bribery Act; [it has and shall maintain and implement: a b procedures to ensure compliance with clauses 8.6.1.1 and 8.6.1.2; and adequate procedures designed to prevent any Associated Person from undertaking any Corrupt Activity and/or conduct that would give rise to an offence under section 7 Bribery Act;]

8.6.1.2

8.6.1.3

or [it shall comply with the Employer's Anti-corruption Policy;] 8.6.1.4 it shall include undertakings similar to those contained in this clause 8.6.1 in any contract it may enter into with sub-contractors and suppliers;

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8.6.1.5

from time to time, at the reasonable request of the Employer, it will confirm in writing that it has complied with its undertakings under clauses 8.6.1.1 to 8.6.1.4 inclusive and will provide any information reasonably requested by the Employer in support of such compliance[;][.] [it shall maintain adequate records to assist in verifying its compliance with the provisions of this clause 8.6.1 (including without limitation books of account showing all payments made by the Contractor in connection with this Contract) and shall permit the Employer and its third party representatives, on reasonable notice during normal business hours, but without notice in the case of any reasonably suspected breach of clauses 8.6.1.1 to 8.6.1.3 inclusive, to access and take copies of such records and to meet with the Contractor's personnel to audit the Contractor's compliance with its obligations under this clause 8.6.1. The Contractor shall give all necessary assistance to the conduct of such audits.] The Contractor shall indemnify the Employer against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Employer as a result of any breach of clause 8.6.1 by the Contractor or any breach of provisions equivalent to clause 8.6.1 in any contract with a sub contractor or supplier. The Employer may by notice to the Contractor terminate the Contractor's employment under this Contract and (if applicable) any other contract between the Employer and the Contractor: in the event of breach of clauses 8.6.1.1 to 8.6.1.4 inclusive; and/or if an Associated Person (or anyone employed by or acting on behalf of them) engages or has engaged in Corrupt Activity or any activity, practice or conduct which could or would place the Employer in breach of section 7(1) Bribery Act; and/or where the Employer is a local authority if the Contractor gives or has given any fee or reward the receipt of which is an offence under section 117(2) Local Government Act 1972."

8.6.1.6

8.6.2

8.6.3

8.6.3.1 8.6.3.2

8.6.3.3

Clause 8.7 In line 1 delete "8.6" and insert "8.6.3" Clause 8.11 add at the end of the first paragraph : or by a delay of six months caused by the compliance by the Contractor with clause 2.47.6.2 or 2.47.6.6. Clause 8.13 Insert new clause 8.13: "Notwithstanding clause 2.3 upon any determination of the Contractor's employment under this section 8 or if this Contract is determined repudiated or discharged in any other manner and

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notwithstanding that the validity of such determination repudiation or discharge may be disputed by the Contractor the Contractor shall immediately deliver to the Employer possession of the Site." Clauses 9.3 to 9.8 inclusive Delete clauses 9.3 to 9.8 inclusive and insert "Number not used." next to each. Schedule 2 part 1 paragraph 1.5 Insert new paragraph 1.5: "The Manager shall be in reasonably constant attendance during working hours throughout the duration of this Contract and with the exception of holidays when a replacement is required, shall not be removed or replaced without the prior consent of the Employer's Agent which consent shall not be unreasonably withheld."
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Schedule 2 part 2 paragraph 9.1

In line 1 delete "is encouraged to" and insert "shall, when it is reasonably practicable to do so," Schedule 2 part 2 paragraph 9.2 In line 3 before "." insert "together with such information as the Employer may reasonably request" Schedule 2 part 2 paragraph 9.3 Delete paragraph 9.3 and insert: "9.3.1 The Employer shall consider any proposal submitted pursuant to paragraph 9.2 and if the Employer wishes to accept any such proposal shall seek to agree it with the Contractor [within [ ] Business Days of receipt of the same]. Upon agreement the Employer shall issue an instruction (which for the avoidance of doubt shall not be treated as a Change) confirming the change, the amount of any adjustment of the Contract Sum and any adjustment to the Completion Date. If a proposal is not accepted a fair and reasonable amount shall be added to the Contract Sum in respect of the cost of its preparation provided that it has been prepared on a fair and reasonable basis. The Incentive(s) set out in the Contract Particulars shall apply to any instruction issued pursuant to paragraph 9.3.1."]

9.3.2

9.3.3

Schedule 2 part 2 paragraph 11 Delete paragraph 11.1 and insert "The Contractor shall use all reasonable skill and care to achieve the KPIs and shall take all practicable steps to ensure that its sub-contractors, suppliers and sub-consultants are subject to the KPIs. The Employer shall monitor and assess the Contractor's performance by reference to the KPIs."

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Only include if the provision applies if not delete this amendment.

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In line 2 of paragraph 11.2 delete "performance indicators" and insert "KPIs" In line 1 of paragraph 11.3 delete "performance indicators" and insert "KPIs" Schedule 2 part 2 paragraph 12 In line 1 delete "With" and insert "The parties shall each notify the other as soon as they are aware of any matter adversely affecting this Contract or either party's performance of it. Such notice shall include proposals for avoiding or mitigating such matter. In addition with" Schedule 6 part 1 paragraph 5 Delete paragraph 5 and insert "Not used." Schedule 6 - part 2 paragraph 7 Delete paragraph 7 and insert "Not used."

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APPENDIX 2 PART 1 Bond

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APPENDIX 2 - PART 2 Parent company guarantee

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APPENDIX 3 Design Sub-Contractor Warranty42

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This schedule will need to include a warranty from sub contractors and also sub consultants.

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APPENDIX 4 KPIs

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APPENDIX 5 Third party rights wording for sub contractors and sub consultants In the definitions section of the appointment or sub contract insert: Employer means [ address is at [ ] (company number [ ]]. ]) [of] [whose registered

Finance Agreement means the agreement between the Funder and the Employer for the provision of finance for the Works. Funder means [ is at [ ] (company number [ ]]. ]) [of] [whose registered address

Purchasers means any purchasers of all or a substantial part of the Works Tenants means any tenants of all or a substantial part of the Works. Third Party Rights Schedule means the schedule of third party rights set out at schedule [ ] to this Contract. Works means [ ] (NB: only include if there isn't a definition of the works which have to be carried out for the entire project in the appointment or sub contract already) In the body of the appointment or sub contract include the following: 1 1.1 Third party rights Other than such rights of the Employer, Funder, Purchasers or Tenants as take effect pursuant to this clause, nothing in this Contract confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it pursuant to the Contracts (Rights of Third Parties) Act 1999. The rights set out in clauses F1 to F18 of the Third Party Rights Schedule are hereby vested in the Employer and in the Funder. Where rights have vested in the Employer or in the Funder pursuant to clause [1.2]: no amendment or variation shall be made to the express terms of clauses [1.2] or [1.3] or of clauses F1 to F10 of the Third Party Rights Schedule without the prior written consent of the Employer or the Funder (as appropriate); and neither the [Sub-Contractor/Sub-Consultant] nor the Contractor shall agree to rescind the Contract and the rights of the [Sub-Contractor/Sub-Consultant] to terminate its employment thereunder or to treat the Contract as repudiated shall in all respects be subject to the provisions of clauses F7 to F9 of the Third Party Rights Schedule but, subject thereto, the [Sub-Contractor/Sub-Consultant] shall remain free without the consent of the Employer or the Funder to agree with the Contractor to amend or otherwise vary or to waive any term of the Contract and to settle any dispute or other matter arising out of or in connection with the Contract in each case in such terms as they think fit

1.2

1.3 1.3.1

1.3.2

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without any requirement on the part of the [Sub-Contractor/Sub-Consultant] to obtain any consent from the Employer or the Funder (as appropriate). 1.4 The rights set out in clauses PT1 to PT11 of the Third Party Rights Schedule shall vest in a Purchaser or Tenant on the date on which the Contractor serves on the [SubContractor/Sub-Consultant] a written notice identifying such person and the nature of its interest in the Works. No right of the Contractor and/or the [Sub-Contractor/Sub-Consultant] to terminate the [Sub-Contractor/Sub-Consultant]'s employment under the Contract (whether pursuant to clauses [ ] (Termination) or otherwise) or to agree to rescind the Contract; to agree to amend or otherwise vary or to waive any terms of the Contract; or to agree to settle any dispute or other matter arising out of or in connection with the Contract in each case in or on such terms as they in their absolute discretion shall think fit, shall be subject to the consent of any Purchaser or Tenant. 1.6 Notwithstanding the provisions of clause [1.5], where rights have vested in any Purchaser or Tenant under clause [1.4] the Contractor and the [Sub-Contractor/Sub-Consultant] shall not be entitled without the consent of all such Purchasers or Tenants to amend or vary the express provisions of clauses [1.4 to 1.6] or of clauses PT1 to PT11 of the Third Party Rights Schedule.

1.5 1.5.1

1.5.2 1.5.3

Include the following as a new schedule to the appointment / sub contract: Schedule [ ]

Third party rights F Third Party Rights from the [Sub-Contractor/Sub-Consultant] in favour of the Funder or the Employer The [Sub-Contractor/Sub-Consultant] warrants that it has complied with and will continue to comply with the Contract. In the event of any breach of the warranty in paragraph F1 above: The [Sub-Contractor/Sub-Consultant] shall be entitled in any action or proceedings by the Funder or the Employer to rely on any term in the Contract and to raise the equivalent rights in defence of liability (excluding set off and counterclaim) as it would have against the Funder or the Employer if instead of receiving the benefit of this schedule of rights the Funder or Employer were named as the client under the Contract instead of the Contractor. The obligations of the [Sub-Contractor/Sub-Consultant] under or pursuant to paragraph F1 shall not be released or diminished by the appointment of any person by the Funder to carry out any independent enquiry into any relevant matter.

F1

F2 F2.1

F2.2

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F3

The Funder and the Employer have no authority to issue any direction or instruction to the [Sub-Contractor/Sub-Consultant] in relation to the Contract. The Funder and the Employer have no liability to the [Sub-Contractor/Sub-Consultant] in respect of amounts due under the Contract. The Funder and the Employer (as appropriate) are granted the same rights in respect of the drawings, details, plans, specifications, schedules, reports, circulations, calculations and other documents as are granted to the Contractor by clause [ ] of the Contract (copyright) [and any use made of these documents is subject to the same conditions as are set out in clause [ ] of the Contract]. The [Sub-Contractor/Sub-Consultant] shall, upon request, provide to the Funder and the Employer evidence that the insurance required by clause [ ] of the Contract is being maintained. At the time of its issue, the [Sub-Contractor/Sub-Consultant] shall provide to the Funder and the Employer a copy of any notification provided under clause [ ] of the Contract (notification that the insurance is no longer available). The rights contained in this schedule may be assigned without the consent of the [SubContractor/Sub-Consultant] by the Funder by way of absolute legal assignment, to another person (P1) providing finance or re-finance in connection with the carrying out of the Works and by P1, by way of absolute legal assignment, to another person (P2) providing finance or re-finance in connection with the carrying out of the Works. In such cases the assignment shall only be effective upon written notice thereof being given to the [SubContractor/Sub-Consultant]. No further or other assignment of the Funder's rights under the Contract will be permitted and in particular P2 shall not be entitled to assign these rights. The rights contained in this schedule may be assigned without the consent of the [SubContractor/Sub-Consultant] by the Employer by way of absolute legal assignment, to another person (P1) taking an assignment of the Employer's interest in the Works and by P1, by way of absolute legal assignment, to another person (P2) taking an assignment of P1's interest in the Works. In such cases the assignment shall only be effective upon written notice thereof being given to the [Sub-Contractor/Sub-Consultant]. No further or other assignment of the Employer's rights under the contract will be permitted and in particular P2 shall not be entitled to assign these rights. Any notice to be given to the [Sub-Contractor/Sub-Consultant] shall be deemed to be duly given if it is delivered by hand or sent by special delivery or recorded delivery to the [SubContractor/Sub-Consultant] at its registered office; and in the case of any such notices, the same shall, if sent by special delivery or recorded delivery be deemed to have been received 48 hours after being posted. No action or proceedings for any breach of the rights contained in this schedule shall be commenced against the [Sub-Contractor/Sub-Consultant] after the expiry of 12 years from the date of Practical Completion of the Works or the relevant Section (if applicable), whichever is the earlier. This schedule shall be governed and construed in accordance with the laws of England and the English courts shall have jurisdiction over any dispute or difference between the [Sub-Contractor/Sub-Consultant] and the Funder or the Employer that arises out of or in connection with this schedule.

F4

F5

F6

F7.1

F7.2

F8

F9

F10

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PT

Third Party Rights from the [Sub-Contractor/Sub-Consultant] in favour of a Purchaser or Tenant The [Sub-Contractor/Sub-Consultant] warrants as at and with effect from practical completion of the Works that it has carried out the Works in accordance with the Contract. In the event of any breach of this warranty and subject to paragraph PT3 the [SubContractor/Sub-Consultant] shall be liable for the reasonable costs of repair, renewal and/or reinstatement of any part or parts of the Works to the extent that a Purchaser or Tenant incurs such costs and/or a Purchaser or Tenant is or becomes liable either directly or by way of financial contribution for such costs. The [Sub-Contractor/Sub-Consultant] shall in addition to the costs referred to in paragraph PT1 be liable for any other losses incurred by a Purchaser or Tenant up to a maximum liability of [ ] in [respect of each breach] [total]. The [Sub-Contractor/Sub-Consultant] shall be entitled in any action or proceedings by a Purchaser or Tenant to rely on any term in the Contract and to raise the equivalent rights in defence of liability (excluding set off and counterclaim) as it would have against the Purchaser or Tenant if instead of receiving the benefit of this schedule of rights the Purchaser or Tenant was named as the client under the Contract instead of the Contractor. The obligations of the [Sub-Contractor/Sub-Consultant] under or pursuant to paragraph PT1 PT3 inclusive shall not be released or diminished by the appointment of any person by a Purchaser or Tenant to carry out any independent enquiry into any relevant matter. A Purchaser or Tenant has no authority to issue any direction or instruction to the [SubContractor/Sub-Consultant] in relation to the Contract. A Purchaser and Tenant is granted the same rights in respect of the drawings, details, plans, specifications, schedules, reports, circulations, calculations and other documents as are granted to the Contractor by clause [ ] of the Contract (copyright) [and any use made of these documents is subject to the same conditions as are set out in clause [ ] of the Contract]. The [Sub-Contractor/Sub-Consultant] shall, upon request, provide to a Purchaser or Tenant evidence that the insurance required by clause [ ] of the Contract is being maintained. At the time of its issue, the [Sub-Contractor/Sub-Consultant] shall provide to a Purchaser and Tenant a copy of any notification provided under clause [ ] of the Contract (notification that the insurance is no longer available). The rights contained in this schedule may be assigned without the consent of the [SubContractor/Sub-Consultant] by a Purchaser or Tenant by way of absolute legal assignment, to another person (P1) taking an assignment of the Purchaser's or Tenant's interest in the Works and by P1, by way of absolute legal assignment, to another person (P2) taking an assignment of P1's interest in the Works. In such cases the assignment shall only be effective upon written notice thereof being given to the [Sub-Contractor/SubConsultant]. No further or other assignment of a Purchaser's or Tenant's rights under the Contract will be permitted and in particular P2 shall not be entitled to assign these rights. Any notice to be given to the [Sub-Contractor/Sub-Consultant] shall be deemed to be duly given if it is delivered by hand or sent by special delivery or recorded delivery to the [Sub-

PT1

PT2

PT3

PT4

PT5

PT6

PT7

PT8

PT9

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Contractor/Sub-Consultant] at its registered office; and in the case of any such notices, the same shall, if sent by special delivery or recorded delivery be deemed to have been received 48 hours after being posted. PT10 No action or proceedings for any breach of the rights contained in this schedule shall be commenced against the [Sub-Contractor/Sub-Consultant] after the expiry of 12 years from the date of Practical Completion of the Works or the relevant Section (if applicable), whichever is the earlier. This schedule shall be governed and construed in accordance with the laws of England and the English courts shall have jurisdiction over any dispute or difference between the [Sub-Contractor/Sub-Consultant] and a Purchaser or Tenant that arises out of or in connection with this schedule.

PT11

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APPENDIX 6 EARLY DESIGN SERVICES TIMETABLE

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APPENDIX 7 ANTI-CORRUPTION POLICY

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APPENDIX 8 EXCLUDED RESERVED MATTERS

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APPENDIX 9 DETERMINATION BY PLANNING EXPERT

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APPENDIX 10 SCHEDULE OF MAXIMUM PAYMENTS

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