PROJECT MANAGEMENT AGREEMENT

Transcription

1 AUSTRALIAN CAPITAL TERRITORY PROJECT MANAGEMENT AGREEMENT Dated 2011 Parties AUSTRALIAN CAPITAL TERRITORY [INSERT FULL NAME OF CONSULTANT INCLUDING ACN IF COMPANY OR ABN] [INSERT BRIEF PROJECT DESCRIPTION] Prepared by Version [Insert Agency] [Insert Address 1] [Insert Address 2] [Insert Address 3] Ph: [Insert] Fax: [Insert] Ref: [INITIALS]:[FILE NO] [Draft/Final INSERT DATE]

2 INDEX PROJECT MANAGEMENT AGREEMENT GENERAL INDEX Subject Matter Clause or Schedule Page Audit/surveillance 3(a) 3 Authorities - furnishing of 8 8 Bankruptcy of Project Manager Building and Services Legislation Compliance 4(z) 7 Certification of Documents 4(z) 7 Consultant 1(b) 2 Contractor 1(e) 2 Coordination and Supervision 3(c) 4 Copyright Currency 18(b) 17 Date of Agreement - 1 Definitions 1 1 Design 3(b) 4 Determination, right of & procedures after Disputes - settlement of differences Documents and Communications - in English language 18(c) 17 Documents, provision of 4(x) 7 Fees A (a)(ii) 16 Law - applicability of Territory/State 18(a) 17 Legislation - Compliance with 4(z) 7 Liaison with Consultants 3(c) 4 Minimising of Costs 3(d) 4 Parties - 1

3 Subject Matter Clause or Schedule Page Period 1(h) 2 Prequalification 1(g) 2 Principal's Representative 1(j) 2 Priority of documents 2(a)(b) 2 Progress Reports documents, plans reports etc. 4(y) 7 Project Management Manual 3(f) 4 Project Management Services 4(w) 7 Project Quality Plan 3(a)(ii) 3 Quality Assurance 3(a) 3 Reimbursements Recovery of Monies - Rights of Principal Satisfactory Completion of the Works Staff Structure "B1" Sub-Consultant 1(b) 2 Territory/State 1(f) 2 Trade Contract 1(d) 2 DUTIES OF PROJECT MANAGER Accounts and Records - keeping of & inspection and audit of Advice as to economy and efficiency 4(j) 6 Authorship of Documents Certification of documents, drawings, plans 4(z) 7 Completion of Services and Work Completion of Works - Certificate 4(u) 6 Consultations 4(h) 6 Co-ordination and Supervision 3(c) 4 Copyright - lodgement of material Difficulties 4(g) 5 Disclosure 17 17

4 Subject Matter Clause or Schedule Page Documents and Bills of Quantities 4(q) 4(r) 6 End Cost of Works 4(v) 6 Explanatory and Shop Drawings 4(t) 6 Floor plans showing Maintenance locations 4(s) 6 GST Instructions and Recommendations 4(b) 5 Insurance Labour Force 7(a) 7 Liaison with Consultants 3(c) 4 Maintenance of Prequalification 3(a) 2 Maintenance Book 4(s)(ii) 6 Master Construction Programme 4(a) 4 Micro film copies of works 4(p) 6 Minimising of Costs 4(d) 4 Nominated Delegate 5(c) 7 Obstruction or Deviation of Traffic 4(gg) 5 Progress 3(e) 4 Progress Certificates 4(o) 6 Progress Report 4 6 4(y) 7 Provision of documents, plans, sketches, models, brochures, papers, reports 4(x) 7 Quality and Quantity of Materials 4(m) 6 Security 10(a)(ii) Error! Bookmark not defined.12 Separable part of the Works 4(k) 6 Site Office 5(a) 7 Staff "B1" 5(b) 7 Standard of Services 4(w) 7 Standard of Work 7(c) 8

5 Subject Matter Clause or Schedule Page Storage of Materials 4(n) 6 Sub-Contractors 7(b) 8 Submission of Documents 4(e) 5 Submission of Tenders and Quotes 4(ff) 5 Supply/Hire of Plant/Material 4(d)(iii) 5 Target Construction Cost 4(v) 6 Total Responsibilities 5(d) 7 Trade Construction Programme 4(c) 5 Trade Contracts 4(l) 6 Trade Contract Documents 4(d) 5 Updated Cost Plan 4(v) 6 Variations 6 7 GST Government Procurement Act 2001 (ACT) Quality OHS&R Environmental Systems Screening of site personnel Conditions of employment Execution of Agreement Management System Requirements Annexure 1 29 Employee and Industrial Relations Obligations Annexure 2 36 PM Fees & Support Management Costs Schedule A 42 Support Management Details Schedule A1 43 Administration Costs Schedule B 44 Loaded Salaries for On-Site Staff Schedule B1 45 Building Works Schedule C 46 Consultant Details Schedule D 47 Summary of Project Costs Schedule E 48 Project Managers Team Schedule F 49

6 Subject Matter Clause or Schedule Page PM Methodology Schedule G 50 Project Brief Schedule H 51 Payment Schedule Recommendation Schedule I 51

7 1 THIS AGREEMENT made the day of 20 BETWEEN THE AUSTRALIAN CAPITAL TERRITORY being the body politic established by section 7 of the Australian Capital Territory (Self-Government) Act 1988 (Cth); (hereinafter called "the Principal") represented by the XXXXXXXXXXXXXXXXXXXXX of the one part AND CONTRACTED ENTITY ABN XX XXX XXX XXX of the registered office being Registered address (hereinafter called "the Project Manager") of the other part: WHEREAS the Project Manager is in the business of supplying services including project management services AND WHEREAS The Principal intends to undertake the Project Name Project No. XXXX.XXXX (hereinafter called "the Works") AND WHEREAS the parties hereto have agreed for the purposes of this Agreement that the date/month/year shall be the relevant date (hereinafter called "the Relevant Date") AND WHEREAS The Principal has requested the Project Manager to furnish the project management services stipulated in the clauses of this Agreement AND WHEREAS the Project Manager has agreed to furnish the services requested NOW THIS AGREEMENT WITNESSETH that: 1. In this Agreement unless inconsistent with the context or subject matter or unless a contrary intention appears - (a) words importing the singular include the plural and words importing the plural include the singular; (ii) words importing persons include a partnership and a body corporate; (iii) words importing one gender include all other genders; (iv) references to legislation or to provisions in legislation include references to amendments or re-enactments of them and to all regulations and instruments issued under the legislation; (v) if any word or phrase is given a defined meaning, any other part of speech or other grammatical form of that word or phrase has a corresponding meaning. (vi) all Schedules and Annexures form part of this Agreement and the Project Manager must comply with all obligations set out in Schedules and Annexures; (vii) words of inclusion are not words of limitation; (viii) a reference to works includes services, as applicable; and

8 2 (ix) a reference in the Project Management Manual to Public Works and Services and PW & S are taken to be references to the Principal. (b) "Consultant" or "Sub-Consultant" means an architect, engineer, surveyor or other qualified expert approved by the Principal and engaged by the Project Manager; (c) "Sub-Contractor" means a person including a supplier which enters into a contract with the Project Manager for the construction of any part of the Works or performance of works or provision of goods or services associated with the Works; (d) "Trade Contract" means the agreement between the Principal and a Contractor necessary for the construction of any part of the Works; (e) (f) "Contractor" means a person including a supplier who enters into a Trade Contract with the Principal; "Territory" means: (ii) when used in a geographical sense, the Australian Capital Territory; and when used in any other sense, the body politic established by section 7 of the Australian Capital Territory (Self-Government) Act 1988 (Cth); (g) Prequalification means accreditation as a Project Manager (PM) under the scheme administered by ACT Procurement Solutions in the field of construction activity for and on behalf of the Territory; (h) "Period" means the time elapsing from the Relevant Date to the date of Satisfactory Completion of the Works; (j) "Satisfactory Completion of the Works" or "Completion of the Works" or any other words relating to the completion of the Works insofar as performance and standard are concerned shall mean completion of the Works to the satisfaction of the Principal; "Principal's Representative" means a person appointed in writing from time to time by the Principal pursuant to Clause 19. (k) Business Day means a day which is not: a Saturday or a Sunday; (ii) a public holiday in the Territory under the Holidays Act 1958; or (iii) 27, 28, 29,30 or 31 December. (l) Insolvency Event means any one or more of the following: the Project Manager is insolvent; (ii) the Project Manager is unable to proceed with this Agreement or pay any debt as and when it falls due to financial reasons; (iii) execution is levied against the Project Manager by a creditor; (iv) where the Project Manager is a corporation and any one of the following events occurs: (1) notice is given of a meeting of creditors with a view to the corporation entering into a deed of company arrangement; (2) the corporation entering a deed of company arrangement with creditors; (3) a controller, administrator, receiver, receiver and manager, provisional liquidator or liquidator is appointed to the corporation;

9 3 (4) an application is made to a court for the winding up of the corporation and not stayed within 14 days; (5) a winding up order is made in respect of the corporation; (6) the corporation resolves by special resolution that it be wound up voluntarily (other than for a members' voluntary winding up); or (7) a mortgagee of any property of the corporation takes possession of that property. (m) Project Management Manual means the current version of the document entitled Project Management Manual issued or authorised by the Principal. (A copy of this document can be obtained from the Principal). 2. (a) The documents listed in sub-clause 2(b) form part of this Agreement. (b) In the event and to the extent of any inconsistency between two or more provisions or documents which form part of this Agreement, those provisions or documents will be interpreted in the following order of priority: (ii) (iii) the terms and conditions of this Agreement; the annexures to these terms and conditions; the Project Brief; the Project Management Manual (as updated by Agency Circulars issued by ACT Procurement Solutions from time to time); (iv) (v) (vi) the Basic Brief; any post tender correspondence agreed between the parties to form part of this Agreement; and the Project Manager s tender (if agreed it will form part of the Agreement) unless: (vii) (viii) a provision or document is expressed to take precedence over any of the others; or otherwise agreed in writing by the parties. 3. The Project Manager shall within the Period and at such other times as stipulated by the Principal in writing:- (a) Retain Prequalification for the duration of this Agreement. (ii) Plan, establish and maintain a quality assurance system for the project to meet the requirements detailed by the Territory in Form USF 944 and the nominated USF 960 tables. Such a project quality assurance system shall be documented in a project quality plan for submission to the Territory in accordance with the programme set out in Quality Requirements Table 1. (iii) Allow access involvement and audit by the Principal's representative of the Project Manager's quality assurance system at the times and for the purpose set out in Form USF 944 and the nominated USF 960 tables. Such access involvement and audit by the

10 4 Principal's representative shall not relieve the Project Manager of responsibility for the quality system or for any other contractual requirement. (iv) Ensure that the quality assurance requirements of the Territory are effectively translated into contractual requirements for Consultants, Sub-Consultants, Sub-Contractors and Contractors by completion for each of these organisations' Form USF 944 and the nominated USF 960 tables. Note: The application of quality assurance requirements for Contractors shall be in accordance with the document number USF-960 "the Territory s Quality Assurance Arrangements for Suppliers". (v) Audit and maintain surveillance of the quality assurance systems of Consultants, Sub- Consultants, Sub-Contractors and Contractors (as applicable) to ensure compliance with specified requirements. (b) Submit designs in accordance with the attached Project Brief which are proper, adequate and suitable for the purposes which the Works are intended and are sufficient and efficient to achieve the objectives and standards required by the Project Brief; and (ii) Accept such total designing responsibility on the basis that nothing done or said by the Principal, its officers or its representatives by way of approval of or comments as to the designs shall diminish in any way the total responsibility of the Project Manager to provide designs which satisfy the criteria in the previous paragraph unless the Principal consents in writing to specific and detailed diminished responsibility. (c) Co-ordinate and supervise the activities of all the Consultants, Sub-Consultants and the Contractors and Sub-Contractors involved to ensure satisfactory completion of the Works within the Period. (d) Minimise costs to the Principal to the extent that the preservation of satisfactory standards of workmanship and materials permits. (e) Take all reasonable steps to maintain satisfactory progress in respect of the construction of the Works. (f) Comply and ensure compliance by all Consultants, Sub-Consultants, Contractors and Sub- Contractors with the provisions of the Project Management Manual. 4. The Project Manager from the commencement of the Period shall - (a) Furnish to the Principal in accordance with Clause 3.2 of the Project Management Manual and the time frame as nominated on Form USF 945 a Master Programme (such Master Programme shall form part of the project quality plan) for the completion of the Works in a form acceptable to the Principal showing all requisite details including - (1) All the relevant on-site construction activities; (2) All the relevant off-site construction activities; (3) All the relevant activities and decisions of the Principal, the Project Manager and other persons or bodies involved provided that the initial Master Programme shows a construction completion date of XX XXXXX 200X. (ii) Accept such drafting and computer processing assistance that may be offered by the Principal. (iii) Ensure that the Master Programme is satisfactorily updated at fortnightly intervals or at such other intervals approved in writing by the Principal from time to time.

11 5 (iv) Furnish to the Principal from time to time when required a replacement Master Programme if the Principal declares the existing Master Programme to be obsolete. (b) Receive and act on instructions from and make recommendations to the Principal in all matters relevant to the completion of the Works. (c) Make arrangements to ensure that any single Trade Contract construction programme complies with the Master Programme. (d) Arrange at the appropriate time for the preparation of all draft Trade Contract documents relevant to the completion of the Works. Such documents shall include quality assurance requirements when its estimated value falls within the range of values as contained in the document number USF-960 "the Territory s Quality Assurance Arrangements for Suppliers". (ii) Ensure all project procurement activities are conducted in accordance with the Government Procurement Act 2001 (ACT); the ACT Government Procurement Guidelines and AS Code of Tendering. (iii) Arrange at the appropriate times for the preparation of all draft documents relevant to the calling for quotes for the supply or hire of those items of plant and material which the Principal designates as relevant and approved for delivery of the Works. (e) (f) Submit to the Principal for approval all documents prepared in accordance with paragraphs (d), (ii) and (iii) above. The Project Manager must ensure that the names of persons, firms, organisations or companies receiving request for offer documents under paragraphs 4 (d), (ii) and (iii) are not disclosed except to appropriate Territory Contract Officers. (ff) Submit all tenders and quotes received for the approval of the Principal and furnish to the Principal a written report, advice and recommendation regarding those tenders and quotes containing specific advice as to the capacity and ability of the relevant persons, firms or companies. When quality assurance requirements are to be applied to any Trade Contracts the Project Manager shall include in the written report for these Trade Contracts an assessment which gives due considerations to the cost implications of the extent and maturity of the Contractor's quality system (which may render some of the Project Manager's responsibilities stated in this section unnecessary) to achieve the required assurance that the quality of the Works will meet contract requirements. It is the Project Manager's responsibility to ensure that its supervision and the Sub-Contractors and Contractor's capability satisfy the quality assurance provisions of the contract in its entirety. (g) Advise the Principal in respect of all contractual and administrative difficulties which arise or are likely to arise during the construction of the Works. (gg) Prepare, in respect of any proposed obstruction or deviation of traffic, detailed documents as to the proposal; (ii) Furnish two copies of the documents constituting the proposal to the Principal; (iii) Submit the original proposal and two copies to appropriate regulatory authority in the Territory for approval and directions; (iv) Proceed to action in accordance with the directions of the responsible officer in the Territory; and (v) Ensure compliance with the aforesaid directions.

12 6 (h) Participate in such consultations as may reasonably be required by the Principal during the Period. Prepare and submit to the Principal once at least during each calendar month between the twenty-fifth and twenty ninth day of that month a report setting forth all information relevant to the progress towards the completion of the Works and to the progress of the various Contractors PROVIDED ALWAYS that the Principal shall have the right to stipulate the format of the report. (j) Furnish continuing advice to the Principal as to ways and means of achieving economical and efficient completion of the Works. (k) Advise the Principal as to which separable part of the Works should be accepted from the respective Contractor as complete. (l) Supervise the performance of and administer all Trade Contracts ensuring that the Contractors have complied with the provisions thereof and act as superintendent under those Trade Contracts. (m) Inspect all materials delivered to the site and used in the Works ensuring that they are correct in respect of both quality and quantity. (n) Ensure that materials paid for by the Principal are properly stored and protected and they are accounted for by a continuing inventory. (o) Prepare and submit monthly to the Principal payment claims, progress certificates and/or suppliers' invoices and statements in respect of each and every Trade Contract including ensuring compliance with clause 30. (p) Furnish to the Principal upon completion of the Works, three hard copies and one electronic copy of the drawings of the Works as executed. (q) Provide sufficient copies of contract documents and Bills of Quantities to accord with the practices of the Principal and any statutory requirements. (r) Keep any relevant Bills of Quantities confidential and in safe custody. (s) Provide sufficient plans of all floors of the Works with enumerative cross and longitudinal sections to show locations in the Works of components requiring maintenance. The Principal's Representative will identify those components which are required to be included in the plans. (ii) Annex the aforesaid plans to a "Maintenance Book" which shall be supplied by the Project Manager to the Principal within 28 days from the date of completion of the Works. (t) Arrange for the preparation of all additional explanatory drawings and check all shop drawings. (u) Advise the Principal when the Works have been completed and furnish a certificate to the Principal certifying that they are in order for acceptance by the Principal together with a certificate of occupancy (if applicable).. (v) Furnish to the Principal at monthly intervals an updated cost plan showing moneys expended, amounts of current contracts, sums still listed as provisional s and the resultant estimated end cost of the Works. The target cost of the Works inclusive of the fees stated in Schedule A shall be $ XXXXX.XX (GST inclusive).

13 7 The estimated end cost of the Works shall be based on the amount of the target construction cost identified in this sub-clause. (w) Furnish to the Principal the services required by the express and implied provisions of the Project Brief and with the directions given by the Principal from time to time. (x) Prepare and furnish to the Principal to which they shall belong any documents, plans, sketches, models, brochures, papers and reports referred to in the Project Brief in the manner and at the time stipulated therein. (y) Furnish in accordance with the Project Brief the Principal's progress reports as to his preparation of the documents, plans, reports etc. (z) Certify that the documents, drawings and plans submitted to the Principal are based on the requirements of all local building and services legislation. (zz) Take possession of the site on which the Works are being conducted, control the site and manage access by all Contractors and Sub-Contractors. 5. The Project Manager shall - (a) Where required, establish an office at the site of the Works; (b) Provide managerial and office staff; (c) Nominate a person acceptable to the Principal and able to carry out the Project Manager's responsibilities under this Agreement - To supervise and ensure that the Contractors discharge their contractual obligations to the Principal; (ii) To be available to the Principal at all reasonable working hours; (iii) To otherwise discharge the responsibilities of the Project Manager under this Agreement. (d) Nominate a person acceptable to the Principal and able to carry out the Project Quality Assurances Representative's responsibility under this Agreement: To plan, coordinate, implement and audit the Project Manager's quality assurance system as documented in the Project Manager's project quality plan including the development, documenting and implementation of inspection and testing. (ii) To audit and maintain surveillance of the Consultants quality systems. (iii) To audit and maintain surveillance of Contractors quality systems, when required by the application of the quality assurance requirements for Contractors stated in document number USF-960 "the Territory s Quality Assurance Arrangements for Suppliers". 6. The Project Manager after receiving the relevant authority and direction from the Principal shall ensure that variations to the Works are satisfactorily completed. 7. The Project Manager shall - (a) employ a sufficient labour force to perform work that will not be performed by the respective Contractors and Sub-Contractors; (b) ensure that in respect of any labour force employed by it that it has the prior written approval of the Principals Representative to any engagement; (c) limit the extent, scope and time that it engages a day labour force to perform any works;

14 8. (d) ensure the day labour force is adequately equipped to enable it to perform the aforesaid work in an economical and efficient manner; (e) where it is necessary to procure any item of plant and equipment for that day labour force, meet the cost of all items procured and valued at $5,000 or less (per item) with no entitlement to claim that cost from the Principal; (f) engage such Sub-Contractors as are approved by the Principal in writing to carry out and furnish services and perform works to effect the Works; and (g) ensure that any work performed under sub-clauses (a) and (f) above is of a standard satisfactory to the Principal. 8. When and as required by the Project Manager the Principal will furnish whatever authority or authorities as may reasonably be required to enable the former to properly carry out its obligations under the terms of this Agreement. 9. The Principal shall pay to the Project Manager the fees stipulated in Schedule 'A' annexed hereto. The Profit Fee component of the fees may be varied only in accordance with clause 9A. The Support Management Fee component of the fees may only be varied only in accordance with clause 9B. 9A. (a) The following definitions apply for the purpose this Agreement: Profit Adjustment Event means an increase or series of increases to the Project Budget which result in the amount of the Project Budget increasing by least 10% of the original Project Budget, noting such increases may be cumulative ( for example, at the date of this Agreement the Project Budget is $1 million, on Day X the original Project Budget is increased to add an additional $50,000 being a 5% increase which would not, of itself, constitute a Profit Adjustment Event. On Day Y an additional $50,000 is added to the Project Budget resulting in a revised Project Budget of $1.1 million. The cumulative increases on Day X and Day Y are combined to result in an increase in the original Project Budget of at least 10% resulting in a Profit Adjustment Event). Profit Fee means the amount described against the item PROFIT - The profit fee payable to the Project Manager to provide the management services contained in the Agreement shall be: in Schedule A or such adjusted amount as determined in accordance with this clause 9A. Profit Percentage means the percentage calculated as follows: Profit Fee set out in original version of Schedule A of this Agreement Project Budget as set out in the original version of this Agreement Project Budget means the target cost of the Works as set out in sub -clause 4(v). (b) An increase to the Profit Fee will be granted only: where there has been a Profit Adjustment Event; and (ii) in accordance with this clause 9A. (c) Within 20 Business Days of becoming aware of a possible Profit Adjustment Event the Project Manager may apply in writing to the Principal (a Profit Adjustment Application ) seeking an increase in the Profit Fee. In the Profit Adjustment Application the Project

15 9 Manager must supply details satisfactory to the Principal to enable it to determine if there has been a Profit Adjustment Event. (d) Within 20 Business Days of receiving the Profit Adjustment Application the Principal must: determine whether a Profit Adjustment Event has occurred; (ii) if it determines a Profit Adjustment Event has occurred: (1) determine the revised Profit Fee by using the formula: Revised Profit Fee = Profit Fee + (Profit Percentage x relevant increase in Project Budget) [For example: Before the Profit Adjustment Event, the Profit Fee is $50 and the Profit Percentage is 5% with a total Project Budget of $1,000. Assume a Profit Adjustment Event occurs that increases the Project Budget from $1,000 to $1,200 (.i.e: a 20% increase). The Project Manager submits a Profit Adjustment Application as provided for in sub-clause 9A(c),and the Principal determines a Profit Adjustment Event has occurred. The Profit Percentage is applied to $200 (which is the difference between the original and new Project Budget and represents the relevant increase in the Project Budget) to give $10 ($200 x 5%). Therefore, the revised Profit Fee due to the Profit Adjustment Event is $60 (being the original $50 Profit Fee plus the $10 increase)]. (2) advise the Project Manager in writing of the revised Profit Fee; (iii) if it determines a Profit Adjustment Event has not occurred, advise the Project Manager in writing and provide reasons for its determination. (e) If a revised Profit Fee is determined by the Principal in accordance with sub-clause 9A(d) it will become the Profit Fee. (f) Except as permitted by this clause, the Project Manager will not be entitled to any other increase to the Profit Fee. (g) Where a Profit Adjustment Event has been determined in accordance with sub- clause 9A(d) and there is a subsequent increase in the Project Budget of any amount, the Project Manager may at any time prior to the Satisfactory Completion of the Works provide the Principal with a further Profit Adjustment Application which will be dealt with by the Principal in accordance with sub-clauses 9A (d) and (e) (if applicable). [For example: Assume the example at sub-paragraph 9A(d)(ii)(1) has occurred and it is determined there has been a Profit Adjustment Event. Subsequently there is a further increase in the Project Budget from $1,200 to $1,250 (this represents only a 5% increase on the original Project Budget however as there has already been a Profit Adjustment Event it is not necessary for further increases to equal 10% of the Project Budget). The Project Manager submits a further Profit Adjustment Application. The additional increase in Project Budget is $50. The Profit Percentage of 5% is applied to the $50 to give $2.50.

16 10 Therefore, the revised Profit Fee due to the second Profit Adjustment Event is $62.50 (being the original Profit Fee of $50 plus $10 (being the amount of the first adjustment) plus $2.50 being the amount of the second adjustment). 9B. (a) The following definitions apply for the purpose of this Agreement: Support Management Fee Adjustment Event means an extension of time (or a series of extensions of time), arising through no fault of the Project Manager, or a Sub-Contractor, Contractor, Consultant or Sub-Consultant which results in the amount of time between and including the Relevant Date and construction completion date set out in sub-paragraph 4(a)(3) being increased by an amount of 20% or greater. Support Management Fee means the amount described against the item SUPPORT MANAGEMENT FEE - The amount for Support Management Services, excluding on site staff (refer Schedule A1 ): in Schedule A or such adjusted amount as determined in accordance with this clause 9B. (b) An increase to the Support Management Fee will be considered only: (ii) where there has been a Support Management Fee Adjustment Event; and in accordance with this clause. (c) Within 20 Business Days of becoming aware of a possible Support Management Fee Adjustment Event the Project Manager may apply in writing to the Principal (a Support Management Fee Adjustment Application ) seeking consideration of an increase in the Support Management Fee. In the Support Management Fee Adjustment Application the Project Manager must supply details satisfactory to the Principal to enable it to determine if there has been a Support Management Fee Adjustment Event and, if so, whether an increase to the Support Management Fee shall be granted, including details of any additional fees the Project Manager claims for support management and the basis for their calculation. (d) Within 20 Business Days of receiving the Support Management Fee Adjustment Application the Principal must: determine whether there has been a Support Management Fee Adjustment Event; (ii) if it determines there has been a Support Management Fee Adjustment Event: (1) determine the revised Support Management Fee (if any) by considering the additional level of support management resources required by the Project Manager necessary to complete the Works in accordance with the Agreement, having regard to the level of additional support management services the Project Manager should reasonably require as a result of the delay; and [For example: Before the Support Management Fee Adjustment Event the Project Manager had allowed $20,000 to cover Head office accounts staff for the initial term of 40 weeks. Through no fault of the Project Manager or a Consultant, Sub-Consultant, Contractor or Sub-Contractor there is delay

17 11 resulting in an additional 8 weeks, an increase of 20% of the original term. The Project Manager submits a Support Management Fee Application seeking an increase of $4,000 in the component of the Support Management Fee referable to Head office accounts staff. The Principal considers the additional resources claimed to be required by the Project Manager as a result of the delay and determines an additional amount of $2,000 will be added to the Support Management Fee noting that a significant percentage of the accounts to be processed by the Project Manager had already been processed prior to the delay having regard to programming of works necessary to deliver the Works]. (2) advise the Project Manager in writing of the revised Support Management Fee; (iii)if it determines there has been not been a Support Management Fee Adjustment Event, advise the Project Manager in writing and provide reasons for its determination. (e) If a revised Support Management Fee is determined by the Principal in accordance with paragraph 9B(d) it will become the Support Management Fee. (f) Except as permitted by this clause, the Project Manager will not be entitled to any other increase to the Support Management Fee. (g) Where a Support Management Fee Adjustment Event has been determined in accordance with sub- clause 9B(d) and there is a subsequent extension of time of any duration (or series of extensions of time of any duration) arising through no fault of the Project Manager or a Sub-Contractor, Contractor, Consultant or Sub-Consultant the Project Manager may at any time provide the Principal with a further Support Management Fee Application which will be dealt with by the Principal in accordance with sub - clause 9B (d) and (e) (if applicable). [For example: Assume the example at sub-paragraph 9B(d)(ii)(1) has occurred. Following that Support Management Fee Adjustment Event there are further delays which are not the fault of the Project Manager or a Sub-Contractor, Contractor, Consultant or Sub-Consultant and result in an additional 2 weeks being added to the term original period was 40 weeks and is now 50 weeks. As a result of the initial Support Management Fee Adjustment Event the Support Management Fee was adjusted to $22,000. The Project Manager submits an additional Support Management Fee Application as a result of the additional delay. The Principal considers the information supplied with that application and determines there has been a Support Management Fee Adjustment Event and an additional amount of $200 will be allowed given the limited necessity for the engagement of head office account staff at this time to deliver the Works with the majority of the accounts having been processed] 9C. The parties acknowledge that where there has been both a Profit Adjustment Event and a Support Management Fee Adjustment Event the processes outlined in clauses 9A and 9B may be conducted simultaneously. 10. (a) The following definitions apply for the purpose of this Agreement: properly committed means: (1) the Project Manager has sought and obtained the prior written approval of the Principal to the incurring of the proposed Reimbursable Cost;

18 12 (2) the Project Manager has established, to the satisfaction of the Principal, that the proposed Reimbursable Cost is reasonable and relevant and referable to the Works; (3) the Project Manager has sought approval for the proposed Reimbursable Cost as soon as it has become aware of the possible necessity for the incurring of that Reimbursable Cost; and. (4) if the proposed Reimbursable Cost is referable to salaries or wages to be paid to on site staff of the Project Manager, it is calculated in accordance with the rates set out in Schedule B1. Reimbursable Costs mean, as applicable: (1) an item of administration costs referred to in Schedule B ; (2) an item referred to in Schedule C (excluding Trade Contracts, escalation and contingencies); (3) an item referred to in Schedule D. (ii) The Principal will pay by way of reimbursement to the Project Manager, at monthly intervals, all Reimbursable Costs properly committed by the Project Manager. (iii) The Principal will not be required to make a payment to the Project Manger in accordance with paragraph 10(a)(ii) unless and until the Project Manager supplies to the Principal evidence, satisfactory to the Principal, of the incurring of the Reimbursable Cost, which may include: an invoice or such evidence of expenses, amounts, salaries, wages or fees paid by the Project Manager, Sub- Contractor, Consultant or Sub-Consultant, as applicable. (iv) Notwithstanding any other provision of this Agreement the Principal will not be required to make any payment under paragraph 10(a)(ii) in respect of salaries or wages unless they are paid in accordance with the Fair Work Act 2009 (Cth). (v) The Project Manager is solely liable for all expenses, amounts, salaries, wages or fees (referable to Reimbursable Costs) which have not been properly committed by the Project Manager and will have no claim against the Principal for payment of the same. 10A. (a) On the date of this Agreement the Project Manager shall lodge with the Principal a Territory approved unconditional undertaking of $XXXXXX.XX given by a financial institution which is approved by the Principal; and is a body regulated by the Australian Prudential Regulation Authority pursuant to the Australian Regulation Authority Act 1998; and has a Standard and Poors credit rating of A or better. (b) The quantum of the undertaking shall be 50% of the average monthly expenditure on sub-contracts and materials over the period of the project with a lower limit of 10% of the Profit Fee. The Principal may reduce the undertaking to 10% of the Project Manager's fee after the Project Manager has submitted the maintenance manuals including the as installed drawings. Any such reduction shall operate so as not to waive, prejudice, release or discharge any of the conditions of the Agreement or any of the obligations imposed on the Project Manager by the Agreement. (c) (d) The Principal shall release the bank from its undertaking when all work under the Agreement has been finally and satisfactorily executed and the Project Manager has fulfilled all his other obligations under the Agreement and has furnished the release of all further claims referred to in clause 11. All costs and expenses of and incidental to the provision of the said undertaking shall be borne and paid by the Project Manager and shall be deemed to be included in the Support Management Fee.

19 13 10B. (a) In delivering the services set out in this Agreement and the works necessary to deliver the Works the Project Manager must ensure: (1) the amount identified against the item TOTAL ADMINSTRATION COSTS in Schedule B ; (2) the amount identified against the item TOTAL BUILDING WORKS in Schedule C ;and (3) the amount identified against the item TOTAL CONSULTANTS in Schedule D are not exceeded. The amounts referred to in sub-paragraphs 10B (a)(1), (2) and (3) are respectively the Reimbursable Costs Caps for the respective Schedules identified. (ii) (iii) (iv) (v) The Project Manager must advise the Principal as soon as it becomes aware that a Reimbursable Costs Cap may be exceeded. The Project Manger must as soon as it becomes aware that a Reimbursable Costs Cap may be exceeded meet with the Principal s Representative and identify whether any compensating savings can be identified or other mitigation strategies adopted so as to avoid any increase to the Project Budget or Reimbursable Costs Cap (as applicable). Where the Principal determines there are no compensating savings or other mitigation strategies which can be adopted to avoid an increase to a relevant Reimbursable Costs Cap the Project Manager may apply in writing to the Principal for a reallocation of monies between schedules to this Agreement (a Reallocation Application ) seeking an increase in the relevant Reimbursable Costs Cap. In the Reallocation Application the Project Manager must include the following: (1) detailed reasons as to why the relevant Reimbursable Costs Cap should be increased; (2) the amount of the proposed increase in the Reimbursable Costs Cap; (3) the proposed Schedule(s) from which monies should be reallocated to enable the proposed increase in the Reimbursable Costs Cap at the same time as ensuring the Project Budget is not exceeded; and (4) such other information as the Principal may require, acting reasonably, to properly consider the merits or otherwise of the Reallocation Application. (vi) The Principal may refuse to consider a purported Reallocation Application, which does not include all of the matters set out in paragraph 10B (a)(v). (vii) Within 20 Business Days of the receipt of the Reallocation Application the Principal must assess the Reallocation Application and either:

20 14 (1) approve the application in writing notifying the Project Manager of the new increased Reimbursable Costs Cap and the relevant Reimbursable Cost Cap or Caps, which have reduced as part of the reallocation of monies between Schedules; or (2) refuse the application in writing setting out the reasons for the refusal (which may include the failure to provide information as required by paragraph 10B (a)(v). (viii) Upon the granting of the approval referred to in sub- paragraph 10B (a)(vii)(1) the relevant Reimbursable Costs Caps will be adjusted and become the new Reimbursable Costs Caps for the purpose of this Agreement. (ix) The Project Manager acknowledges and agrees that: (1) it cannot commit to any expenditure or the incurring of costs or fees in excess of a Reimbursable Costs Cap; and (2) the Principal will not approve that part of a payment claim by the Project Manager which exceeds a Reimbursable Costs Cap. (x) if the Project Manager: (1) undertakes work under this Agreement; or (2) directs or permits a Contractor, Sub-Contractor or Consultant or Sub-Consultant to undertake work, the claim for which will result in a Reimbursable Costs Cap being exceeded, the Project Manager is solely liable for all expenditure, costs, fees, expenses and damages arising from the works performed the claim for which will be in excess of the Reimbursable Costs Cap. Subject to paragraph 10B (a)(xi) the Project Manager is not entitled to claim any additional amount from the Principal for the works conducted in excess of the Reimbursable Costs Cap. (xi) Where: (1) the Project Manager undertakes work under this Agreement; or (2) the Project Manager directs or permits a Contractor, Sub-Contractor, Consultant or Sub-Consultant to undertake work, the claim for which will result in a Reimbursable Costs Cap being exceeded and a Reallocation Application in respect of that Reimbursable Costs Cap is subsequently approved and includes monies referable to and covering in full the works undertaken, directed or permitted by the Project Manager the Principal will consider a claim for payment for the referable works from the revised Reimbursable Costs Cap. (b) Notwithstanding anything else herein contained the Principal shall have the right and power to furnish to the Project Manager a written direction either general or detailed to convert into money property that has been purchased or acquired for the Works. (ii) Upon receipt of such a written direction the Project Manager shall make immediate arrangements for the proper conversion into money of the relevant property and shall pay the money realised to the Principal.

21 Before the final payments are made in respect of moneys due to the Project Manager under clauses 9 and 10 the Project Manager shall furnish to the Principal a release from all further claims in respect of moneys due other than those claims excepted by it and in respect of which detailed particulars have been furnished to the Principal. 12. The Project Manager shall keep or cause to be kept at its site office, or ACT office, all accounts and other records as are usual and proper to be kept by builders and consultants of all moneys paid by the Project Manager in the performance of its obligations under this Agreement and such accounts shall be made available at reasonable times for inspection and audit by the Principal or by its agent or nominee. 12A. For the purpose of operating the dedicated trading bank account required in accordance with clause 4.5 of the Project Management Manual: (a) the following monies must be deposited by the Project Manager to the account (including receiving funds transferred electronically from the Principal): and all monies forwarded by the Principal in accordance with Clauses 9, 10 and 11, (ii) Fees and administration costs as detailed in Schedules A, and B ; (iii) Consultancy fees as detailed in Schedule D. (b) monies may be withdrawn (including by electronic transfer) only for the following purposes: Fees as detailed in Schedule A, (ii) Administration costs as detailed in Schedule B. (iii) Day labour costs, subcontracts and materials as detailed in Schedule C. (iv) Consultancy fees as detailed in Schedule D. (c) It is acknowledged by the parties that the payment of monies, fees, consultancy fees and administration costs referred to in sub-paragraphs 12A(a), (ii) and (iii) by the Principal is not: (ii) (iii) evidence of the value of work or that works has been satisfactorily carried out in accordance with the Agreement; an admission of liability; or approval by the Principal or the Principals Representative of the Project Manager s performance or compliance with the Agreement, but is only to be take as payment on account. 13. (a) The Project Manager shall complete the services and work specified in this Agreement during the Period. (b) Nothing done or said by the Principal shall diminish in any way the total responsibility of the Project Manager to provide designs which are sufficient and efficient and which achieve the standards required in the Works. 14. In the event of an Insolvency Event occurring in respect of the Project Manager the Principal shall be entitled by notice in writing to terminate the Agreement forthwith but without prejudice to any right of action or remedy which shall have accrued or which shall accrue thereafter in favour of the Principal.

22 Either party shall have the right and power to determine this Agreement at any time by giving to the other fourteen (14) days notice in writing of its intention to determine. (a) Upon such determination the Project Manager: shall furnish and deliver to the Principal all documents and material prepared or relevant to this Agreement. (ii) will be entitled to fees as would normally be due and payable as at the date of determination provided that if there has been a breach of this Agreement committed by the Project Manager which has not been wholly waived by the Principal then the Project Manager will be entitled only to such fees as have been paid by the Principal to the Project Manager up to the date of such determination. (b) Notwithstanding anything to the contrary expressed or implied elsewhere in this Agreement the Principal from the date of notice of determination issued under this clause shall have the right and power to exclude the Project Manager from the site of the Works and to complete or arrange to complete the whole or any part of the work remaining to be completed by any means whatsoever provided that - the Principal shall have the right to retain by way of hire any of the Project Manager's items of plant or equipment subject to the right of the Project Manager to reimbursement of the hire relative thereto based on current market values; (ii) the Principal shall pay to the Project Manager by way of reimbursement all moneys properly expended by the latter under clause 10 before the date of notice of determination; (iii) the Principal shall take over from the Project Manager all debts properly incurred by the latter under clause 10 before the date of the notice of determination. Notwithstanding anything to the contrary in this Agreement the Principal may recover from the Project Manager any losses or damage suffered by the Principal as a consequence of a breach or breaches by the Project Manager. 16. (a) Any dispute or difference arising out of this Agreement shall be decided as follows - (ii) (iii) (iv) (v) (vi) the party claiming that there is a dispute will give the other party a notice setting out the nature of the dispute; within ten Business Days of service of the notice referred to in paragraph 16(a) each party will nominate a representative not having any prior involvement in the dispute; the representatives will try to settle the dispute by direct negotiation between them; failing settlement within a further ten Business Days, the parties may agree to refer the dispute to an expert or other independent third person with power to intervene and direct some form of resolution; if the parties are unable to agree on a third party under paragraph 16(a)(iv) within five Business Days, either party may apply to the President or the senior official for the time being of the Institute of Arbitrators and Mediators Australia, who may appoint such a third party; the parties will cooperate fully with any process instigated under paragraph 16(a)(iv) or

23 17 (vii) in order to achieve a quick resolution of the dispute; and (viii) if a resolution is not reached within a further five Business Days, either party may commence legal proceedings (unless both parties agree to a longer period). (b) Where an expert is appointed under this clause, the expert must be instructed to: act as an expert and not as an arbitrator; (ii) proceed in any manner he or she thinks fit; (iii)conduct any investigation which he or she considers necessary to resolve the dispute or difference; (iv) consider any submission made to it by a party, provided the other party is given a copy and an opportunity to respond; (v) examine such documents, and interview such persons, as he or she may require; (vi) give directions for the conduct of the determination as he or she considers necessary; (vii) disclose to the parties any interest he or she has in the outcome of the determination at the outset; and (viii) not communicate with one party to the determination without the knowledge of the other. (c) Each party will bear its own costs of complying with this clause 16, and the parties must bear equally the cost of any third person engaged under sub- clause 16(a). (d) Despite the existence of a dispute, the Project Manager must (unless requested in writing by the Principal not to do so) continue to comply with the terms of this Agreement to ensure progress of the Works. (e) This clause does not apply to: (ii) (iii) any claim by one party having a financial value of AUD$500,000 or more; action by the Principal under clauses 14 or 15; or legal proceedings by either party seeking urgent interlocutory relief. 17. Except to persons, firms, bodies and companies operatively engaged in the performance of the Works the Project Manager shall not divulge the existence or particulars of the Works without express consent of the Principal. 18. (a) The law of the Territory shall apply to this Agreement irrespective of the place of execution by the parties. (b) Unless otherwise provided, all references to sums of money shall refer to Australian currency. (c) All documents and communications shall be in the English language. 19. The Principal shall from time to time appoint by notice in writing (the Appointment Notice )to the Project Manager a person named by the Principal to exercise such of its powers, duties, discretions