DATED [ ] European Bank for Reconstruction and Development as Employer. [ ] as Contractor

Transcription

1 DATED [ ] European Bank for Reconstruction and Development as Employer [ ] as Contractor SCHEDULE OF AMENDMENTS TO THE JCT STANDARD BUILDING CONTRACT WITHOUT QUANTITIES 2011 EDITION relating to Chiller Replacement Works at 155 Bishopsgate, London Legal /DCOR/ Version created

2 RECITALS Fourth Recital Fifth Recital Footnote [5] Delete and insert for the purposes of the Construction Industry Scheme (CIS) provided for by Chapter 3 Part 3 of the Finance Act 2004 and the Income Tax (Construction Industry Scheme) Regulations 2005, the status of the Employer as at the Base Date is stated in the Contract Particulars;. Delete and insert Number not used. Delete. ARTICLES Article 7 Delete and insert Number not used - see Section 9. Article 8 Delete and insert Number not used - see Section 9. Article 9 Delete and insert Number not used - see Section 9. After Article 9 Insert new Articles 10 and 11: Article 10 Article 11 The Contractor acknowledges the Employer s special status as an international financial institution in the UK, immune from any suit and legal process in accordance with the Statutory Instrument 1991, No. 757, The European Bank for Reconstruction and Development (Immunities and Privileges) Order 1991, and agrees that, for any and all disputes, the adjudication procedure under this Contract is replaced with the arbitration process as set out in the amended Section 9. Article 11: Amendments - incorporation The Agreement and the Conditions shall have effect as modified by the attached Schedule of Amendments. [N.B. This amendment is to be endorsed in manuscript on the standard form.] CONTRACT PARTICULARS Part 1 Entry relating to: Article 8 CDM Planning Period and associated footnote Article 8 and clauses 9.3 to 9.8 (Arbitration) do not apply. Delete. Insert new entry: Legal /DCOR/ Version created

3 Clause Addresses for Service of Notices Employer: European Bank for Reconstruction and Development One Exchange Square London EC2A 2JN Attention: Harry Tsakalotos Deputy Director, Administrative Services Tel: 44 (0) Fax: 44 (0) With a copy to the Corporate Procurement Unit Fax: 44 (0) Contractor: [ ] 1 Clause Clause 4.21 and Schedule 7 Clause 6.12 Clause Clause Part 2 Attestation Clause does not apply. Delete and insert Number not used. Clause 4.21 and Schedule 7 do not apply. Delete this entry and insert Number not used. Clause does not apply. Clause does not apply. Delete. The Agreement will be executed as a deed. CONDITIONS Section 1 Clause 1.1 Definitions and Interpretation Delete the terms Adjudicator, CDM Planning Period, Fluctuations Options A, B and C, Funder, Funder Rights, Funder Rights Particulars, Information Release Schedule, P&T Rights, P&T Rights Particulars, Purchaser and Tenant and their respective definitions. In the definition of Agreement after Particulars insert all as modified by and including the Schedule of Amendments referred to in Article 10 attached hereto. Delete the definition of Arbitrator and insert any person appointed as arbitrator pursuant to clause Contractor to provide details of address for service. Legal /DCOR/ Version created

4 In the definition of Conditions after hereto insert, all as amended by and incorporating the Schedule of Amendments referred to in Article 10 and attached to the Agreement. Delete the definition of Contractor s Design Documents and insert all drawings, details, plans, specifications, schedules, reports, calculations and other work, whether in written or electronic form (and any designs, ideas and concepts contained in them) prepared, conceived or developed by or on behalf of the Contractor in connection with the Works. In the definition of Employer after Agreement insert, including its successors in title and assigns as permitted under these Conditions. In the definition of Interest Rate delete 5% and insert 2%. Delete the definition of Scheme and insert: The Scheme for Construction Contracts (England and Wales) Regulations 1998 as amended by the Scheme for Construction Contracts (England and Wales) Regulations 1998 (amendment) (England) Regulations 2011 In the definition of Statutory Requirements : After force of law in line 2, insert: in England. After under this Contract in line 3 delete and and insert:, any code of practice or guideline for the time being in force under the Health and Safety etc at Work Act 1974 or the Control of Pollution Act 1974 or the Environmental Protection Act 1990,. After connected in line 6 insert: and the terms of any planning permissions, listed building consents, building regulations approvals and other consents and approvals required for the carrying out and completion of the Works. In the definition of Works after including insert all works and services carried out or required to be carried out by the Contractor or any subconsultant, sub-contractor or supplier of the Contractor prior to the date of execution of this Contract (whether pursuant to a pre-construction agreement or otherwise) and. Insert new definitions: Affiliate in relation to the Employer, a second person which, directly or indirectly, controls the Employer is controlled by the Employer or is under common control with, the Employer. The word controls in this context means the ability or entitlement to exercise, directly or indirectly at least fifty percent (50%) of the voting rights attributable to the shares or other interests of the controlled person, and the words control and controlled shall be Legal /DCOR/ Version created

5 construed accordingly. Anti-Corruption Laws Background Checks Confidential Information all applicable laws, statutes, regulations and codes relating to anti-bribery and anticorruption including but not limited to the Bribery Act the Employer s procedures for the vetting of personnel working in its premises as advised to the Contractor by the Employer from time to time. any non-public, proprietary information concerning the business, administration, operation, assets, finances, systems, internal processes and/or know-how of the Employer contained in: (a) (b) (c) written documents delivered or made available to the Contractor marked confidential or containing similar confidentiality wording on the cover; or electronic data delivered or made available to the Contractor which indicates that the data is confidential; or written documents or electronic data delivered or made available to the Contractor the contents of which the Employer has advised the Contractor are confidential. Construction Act Housing Grants, Construction and Regeneration Act 1996 as amended by the Local Democracy, Economic Development and Construction Act EBRD Policies EPC Regulations Funder the document entitled EBRD Contractor Code of Conduct and Health and Safety Policy. the Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007 as amended by the Energy Performance of Buildings (Certificates and Inspections) (England and Wales) (Amendment) Regulations 2011 (SI 2011/2452). any person, firm, company or bank (acting for himself and, where he leads for a syndicate of persons, as agent and trustee for them) who agrees to provide finance in connection with the Works or any part of Legal /DCOR/ Version created

6 them. House Rules and Regulations Key Sub-Contractor the Employer s rules and regulations governing contractor access to the Site, a copy of which has been provided to the Contractor. any of the sub-contractors or subconsultants listed as such in the Contract Documents, including those sub-contractors carrying out the following packages of works: (a) (b) Building Management System and software; and Chilled & condenser water pumps. Landlord Lease Programme PNBJ I Limited of 26 New Street, ST Helier, Jersey, JE2 3RA. the lease between the Landlord and the Employer. 2 the Contractor s programme (as updated by the Contractor from time to time by agreement with the Employer to reflect the progress of the Works) showing (inter alia): (a) (b) (c) how the Contractor intends to carry out and complete the construction of each Section by the respective Completion Date; any milestone dates by which the Employer requires specified elements of any Section to be completed prior to the respective Completion Date; and the periods during which any Employer s Persons are to carry out work not forming part of this Contract as specified in the Contract Documents or otherwise agreed between the Parties pursuant to clause 2.6. Prohibited Practices coercive practices, collusive practices, corrupt practices and/or fraudulent practices defined in the Employer s Enforcement Policy and Procedures 2 Copy of relevant parts of lease (or licence for works) to be provided only if it contains any relevant construction obligations. Legal /DCOR/ Version created

7 currently published at epp.pdf Purchaser Sub-Contractor Third Party Rights SWM Plan Tenant Third Party any person who agrees to purchase a freehold or long leasehold interest in the site of the Works or any part of it. the rights in favour of the Employer or a Third Party set out in Part 2 of Schedule 5 or in the appropriate form of collateral warranty. a Site Waste Management Plan which complies in all respects with the SWMP Regulations. any person who intends to enter or has entered into a lease or an agreement for lease for the grant of a leasehold interest in the premises standing or to be constructed on the site of the Works or any part of them. means: (a) (b) (c) (d) (e) any Tenant; any Purchaser; any Funder; the Landlord; any Affiliate. Third Party Agreement Third Party Rights any agreement between the Employer and an interested third party relating to or affecting the carrying out and completion of the Works, including the Lease and the House Rules and Regulations. the rights in favour of a Third Party set out in Part 1 of Schedule 5 or in the appropriate form of collateral warranty. Clause 1.3 Renumber existing clause as Insert new clause 1.3.2: This Contract contains the entire agreement between the parties relating to the Works and supersedes any previous agreement, understandings or arrangements between the parties in relation to the Works (including but not limited to any letter of intent or letter of instruction). The Contractor warrants to the Employer that it does not enter into the Contract in reliance upon any antecedent or collateral representations, undertakings or promises of any nature Legal /DCOR/ Version created

8 whatsoever made by or on behalf of the Employer. The parties agree that any statements, representations or warranties made or given by either party during the course of negotiations which do not form part of the Contract are withdrawn, overridden and of no legal effect and that the parties shall not be entitled to rely upon nor make any claim in law in relation to them. Insert new clause 1.3.3: Any works or services performed by the Contractor prior to the date of this Contract in relation to the Works pursuant to any previous agreement, understanding or arrangement are deemed to have been performed pursuant to and subject to the terms of this Contract and any amounts paid pursuant to any such agreement, understanding or arrangement are to be treated as having been paid on account of the Contract Sum. Clause 1.6 Clause Delete and insert Number not used. Delete by the means and replace with by pre-paid first class mail or by facsimile or by any other means. At the end of the clause insert Any notice, communication or submission sent by facsimile shall be immediately confirmed by the sending of a copy of the notice, communication or submission by pre-paid first class mail. Clause In lines 2 and 3, delete if delivered by hand or sent by pre-paid post to and replace with if sent by pre-paid first class mail or by facsimile to. In sub-clauses and , after the references to address insert or facsimile number. At the end of clause insert: Each notice, communication or submission shall be marked for the attention of the person identified in the Contract Particulars or such other person as the recipient may notify to the sender from time to time and all notices, communications and/or submissions given to or served upon the Employer shall at the same time be copied to the Employer s Corporate Procurement Unit. Notices, communications and/or submissions sent by pre-paid first class mail shall be deemed to have been received on the second Business Day after the date of posting and notices, communications and/or submissions sent by facsimile shall be deemed to have been received on the date of transmittal. Clause Delete and insert: conclusive evidence that necessary effect has been given to all the terms of this Contract which require an amount to be added to or deducted from the Contract Sum or an adjustment made of the Contract Sum;. After clause 1.10 Insert new clause: 1.10A Audit Rights 1.10A.1 The Employer shall have the right to perform audits in connection Legal /DCOR/ Version created

9 with this Contract. 1.10A.2 The Contractor shall, without charge to the Employer, fully cooperate with and provide information and assistance to the Employer and/or its auditors, experts and insurers in carrying out such audits and subject to clause 1.10A.5 shall allow the Employer and such persons unfettered access to: 1.10A.2.1 any premises from which the Works are being managed or performed together with the Contractor s records relating to the procurement and execution of the Works; and 1.10A.2.2 any Contractor s Persons engaged in the execution of the Works, sufficient to enable the Employer and/or its auditors, experts and insurers, to carry out the checks and examinations they are required to carry out in connection with the operations of the Contractor and the Contractor s Persons in relation to the performance of the Contract and the procurement and execution of the Works. 1.10A.3 The purpose of the audits will be to check and verify: 1.10A.3.1 the accuracy of the Contractor s applications for payment and invoices in respect of the Works; 1.10A.3.2 that where and to the extent the Contractor is required to provide quotations for Variation and/or to manage and/or mitigate expenditure, that reasonable procedures are in place and are being followed to ensure that the Employer is getting good value for money and expenditure is being properly managed and controlled; 1.10A.3.3 that the Works are being carried out in accordance with the Contract and that the Contractor is complying with its obligations under the Contract; 1.10A.3.4 compliance with the requirement to conduct Background Checks in accordance with clause ; and 1.10A.3.5 any matter relating to the execution of the Works which the Employer s insurers may require to check or verify for the purposes of the Employer maintaining or obtaining insurance cover. 1.10A A.5 The Employer shall provide reasonable written notice to the Contractor prior to exercising its right to carry out audits. Audits shall be carried out during the Contractor s normal working hours. During the conduct of any audit, the Contractor shall permit access to all records and information relating to the Works in their possession, except that the Contractor may refuse to provide access to: 1.10A.5.1 any information which is proprietary or which relates to Legal /DCOR/ Version created

10 the Contractor s other customers or its third party licensors; and 1.10A.5.2 any other confidential information unconnected with the procurement and/or execution of the Works other than Confidential Information as defined in the Contract. Clause 1.11 Delete and insert Number not used. Section 2 Clause 2.1 Carrying out the Works In line 2, after Construction Phase Plan insert, the House Rules and Regulations, the EBRD Policies In line 3 after required by the Statutory Requirements insert: and the Contractor shall forthwith supply to the Architect/Contract Administrator copies of all notices given under this clause 2.1. Clause After clause In line 4 after Contractor s Proposals insert or the documents referred to in clause Insert new clause 2.3.6: In the event that the standards of materials, goods and workmanship are not fully described in the Priced Document and/or Specification (as applicable) and/or the Employer s Requirements, they shall as a minimum be suitable for the purposes of the Works (as stated in or reasonably to be inferred from the Contract Documents) and the Contractor shall use materials and goods which are of sound and satisfactory quality and reasonably fit for their intended purpose. Clause 2.4 In line 4 after relevant Completion Date insert: provided that the Employer shall not be obliged to give possession of the site to the Contractor (and, if such possession is given, the Contractor shall not begin the construction of the Works) until the Employer is reasonably satisfied that the construction phase plan prepared by the Contractor pursuant to clause complies with regulations 23(1)(a) and 23(2) of the CDM Regulations and is otherwise appropriate to the Works. The Contractor shall not be entitled to an extension of time under clause 2.28 nor to recover direct loss and/or expense under clauses 4.24 and clause 8.9 shall not have effect where and to the extent that the cause of the Works having been delayed, affected or suspended is the Contractor s failure to satisfy the Employer as referred to in this clause. Clause After Practical Completion Certificate insert: or up to and including the date of determination of the Contractor s employment under section 8 (whether or not the validity of that determination is contested), whichever is the earlier. Clause After Practical Completion Certificate insert: Legal /DCOR/ Version created

11 or (in each case) up to and including the date of determination of the Contractor s employment under section 8 (whether or not the validity of that determination is contested), whichever is the earlier. After clause Insert new clauses to 2.7.5: The Contractor shall liaise as necessary with, and take all reasonable steps to co-ordinate the Works with the work of the Employer s Persons referred to in this clause 2.7 and to co-ordinate their activities so as to minimise (as far as reasonably practicable) any disruption or interference to such work caused by the carrying out of the Works (and vice versa) The Contractor shall afford all reasonable facilities for the Employer s Persons in the execution of work referred to in this clause 2.7 to enable them to execute such work. In particular (but without limitation) the Contractor shall: provide and maintain at all times a suitable and safe means of vehicular and pedestrian access to and egress from the relevant part of the site for the Employer s Persons as described in the Contract Documents or otherwise agreed between the parties; allow the Employer s Persons to deliver plant, goods and materials to the relevant part of the site (including deliveries by articulated lorry) at all times during which such deliveries are permitted as specified in the Contract; make available to the Employer s Persons such storage and welfare facilities as may be specified in the Contract Documents; and provide adequate lighting and security to prevent breakins The Contractor shall not be entitled to an extension of time nor to any adjustment of the Contract Sum (whether pursuant to clause 4.23 or otherwise) and clause 8.9 shall not have effect in respect of any delay or disruption to the regular progress of the Works caused by: the execution by the Employer s Persons of work referred to in this clause 2.7 in accordance with the Programme; or the provision by the Contractor and use by the Employer s Persons of the facilities referred to in clause Clause Delete and insert: The Contractor will keep all Confidential Information confidential and will not disclose Confidential Information to any third party or make any use of Confidential Information for any purpose other Legal /DCOR/ Version created

12 than fulfilling its obligations under this Contract. The Contractor will, on request from the Employer, promptly return or destroy any Confidential Information belonging to the Employer Notwithstanding the foregoing, the Contractor may disclose Confidential Information to Contractor s Persons involved in providing or supervising the performance of the obligations of the Contractor under this Contract on a need-to-know basis, provided that, if any such information is disclosed to Contractor s Persons, the Contractor undertakes to ensure that the relevant Contractor s Persons are bound by an obligation of confidentiality on terms materially similar to this clause For the purposes of this clause Confidential Information shall not include information which:.1 is in the public domain otherwise than as a result of breach by the Contractor of its obligations under this Contract or breach of any Contractor s Persons undertakings given pursuant to clause ;.2 is already in the possession of the Contractor at the time of disclosure to it and which was not provided by the Employer or by a third party in breach of a confidentiality undertaking;.3 is received after disclosure to the Contractor from a third party without an accompanying obligation of confidentiality;.4 is independently developed by the Contractor without reference to the Confidential Information of the Employer;.5 subject to the Employer s privileges and immunities, is required to be disclosed by law or order of a court of a governmental agency, provided that the Contractor shall forthwith provide the Employer with notice of the disclosure requirement prior to making any such disclosure Upon completion or earlier termination of this Contract for whatever reason, the Contractor shall as soon as reasonably practicable, but in any event within thirty (30) days of being requested by the Employer so to do, return to the Employer all Confidential Information and all copies thereof held by the Contractor in connection with this Contract. After clause 2.8 Insert new clause 2.9A: Restrictions on Announcements and Use of the Employer s Name and Logo 2.9A.1 The Contractor shall obtain written approval from the Employer prior to making any publicity releases, advertisements or announcements or other publicity relating to its appointment under this Contract. Legal /DCOR/ Version created

13 2.9A.2 2.9A.3 The Contractor undertakes that it shall not use the Employer s name in any public announcements, promotional, marketing or sales materials without the prior written consent of the Employer. The Employer s logo is a registered service mark and as such may not be reproduced without the express written permission of the Employer. Clause Clause 2.10 In line 3 after Proposals insert or to enable the Contractor to carry out and complete the Contractor s Designed Portion. 3 After the first sentence insert: Immediately on receipt of such information the Contractor shall check the accuracy of all dimensions and levels shown on such drawings and shall report any discrepancies to the Architect/Contract Administrator in writing. Clause 2.11 Clause Clause Clause Delete and insert Number not used. In line 1 delete Where not included in the Information Release Schedule, the and insert The. In line 3 after Contract Sum insert nor any extension of time under clause In line 2 delete other than the Employer s Requirements. In line 7 after Contract Sum insert nor any extension of time under clause Clause Clause In line 3 after Contract Sum insert nor any extension of time under clause In line 2 after Employer insert and without any extension of time. In line 4 after Contractor s Designed Portion insert of which the Contractor was not aware and which could not reasonably have been foreseen by a competent and experienced contractor at the Base Date. Clause 2.19 Delete and insert: Insofar as the design of the Contractor s Designed Portion is comprised in the Contractor s Proposals and in what the Contractor is to complete under clause 2.2 and in accordance with the Employer s Requirements and this Contract (including any further design which the Contractor has to carry out as a result of a Variation) the Contractor warrants and undertakes to the Employer (without prejudice to any other express or implied warranties) that: 3 The Contractor s Design Portion will be as follows: - brackets/supports - Building Management System (BMS), Motor Control Centres (MCCs) and associated software - installations design to comply with manufacturers recommendations, relevant standards and in accordance with good practice. Legal /DCOR/ Version created

14 he has exercised and will continue to exercise in such design all the reasonable skill, care and diligence to be expected of a qualified and competent designer of the relevant discipline experienced in carrying out the design of works of a similar size, scope, nature, value and complexity to the Works; the CDP Works will, when completed, comply with any performance specification or requirement included or referred to in the Employer s Requirements; the various elements of the CDP Works shall be properly co-ordinated and integrated with each other and with the remainder of the Works; the CDP Works comprise, or will comprise, only materials and goods which are new and of sound and merchantable quality and all workmanship, manufacture and fabrication will be to the highest standards available at the date of execution of the same and consistent with the intended use of the Contractor s Designed Portion; and the CDP Works will, when completed, in all respects comply with the Statutory Requirements. After clause 2.20 Insert new clause 2.20A: 2.20A Any references in this Contract to the design which the Contractor has prepared or issued, or shall prepare or issue, for the Contractor s Designed Portion shall include a reference to any design which the Contractor has caused, or shall cause, to be prepared or issued by others. After clause 2.20A Insert new clause 2.20B: Deleterious materials 2.20B The Contractor warrants to the Employer that, unless otherwise instructed or authorised by the Employer, none of the following materials has been or will be used in the construction of any part of the Works: 2.20B.1 any of the materials identified as potentially hazardous in the British Council for Offices publication Good practice in the selection of construction materials (current edition), other than in accordance with the recommendations as to good practice contained in section 2 of that report; and 2.20B.2 tany other material which (or the use of which) does not comply with current relevant British Standard specifications and codes of practice and good building practice current at the time of use or is otherwise generally known within the contracting industry at the time of use to be deleterious or harmful to health or to Legal /DCOR/ Version created

15 the durability of the Works in the particular circumstances in which it is proposed to be used. The Contractor shall notify the Employer promptly if he becomes aware of any proposed or actual use in the Works of any materials which (or the use of which) are prohibited by virtue of clause 2.20B. Clause Clause In line 3 after Quotation insert or otherwise by agreement of the Parties in respect of a Variation or other work referred to in clause 5.2. In line 2 after Variation Quotation insert or other work referred to in clause 5.2 In line 2 after relevant Variation insert or other work. After clause Insert new sub-clauses as follows: the Contractor shall not in any event be entitled to an extension of time to the extent that any delay in the progress of the Works is caused or contributed to by any negligence, breach of statutory duty, omission or default of the Contractor or any of the Contractor s Persons. Clause Clause Clause Clause Clause After clauses 2.15 insert (unless clause applies). In line 3 after Contract insert or unless clause applies. In line 2 after Employer s Persons, insert unless clause applies and. Delete and insert Number not used. Delete and insert Number not used. Clause In line 4 after Contractor s Designed Portion insert, other than any such action which is directed specifically at the Contractor or any sub-contractor or at the site of the Works. Clause 2.30 Clause 2.30 In line 2 after clauses 2.40 and insert and (where applicable) any preconditions to practical completion set out in the Contract Documents have been satisfied. 4 At the end insert: Provided that the Architect/Contract Administrator may in his absolute discretion issue the Practical Completion Certificate or Section Completion Certificate (as appropriate) accompanied by a list of minor defects and outstanding works if: the existence and/or making good of the listed items will not 4 Any other pre-conditions to PC (eg. requirement to provide warrantees and guarantees) will be set out in the Contract Documents. Legal /DCOR/ Version created

16 materially disrupt or prejudice the beneficial use and occupation of the premises or, in relation to Sectional Completion, any premises comprised in the Section; and the Contractor gives to the Architect/Contract Administrator a written undertaking to complete and/or make good such items with all due diligence as soon as reasonably practicable (and in any event within 28 days following the issue of the relevant certificate) and in such a manner as to minimise noise and disruption to the beneficial use and occupation of any premises and to make good with all reasonable speed any damage caused to the Works or the site. Clause 2.31 Clause 2.33 Such notice shall (unless cancelled as hereinafter provided) be conclusive and binding on the Contractor until the parties agree otherwise or unless and until the matters to which it relates are revised in adjudication or legal proceedings. At the end insert Following the taking into possession of any part or parts of the Works by the Employer, the Contractor shall at his own cost make all necessary provision for access to such part or parts by the Employer or any of the Employer s Persons. Clause In lines 3 to 4 delete after delivery of a schedule of defects or more than 14 days after and insert later than 14 days after. Clause 2.38 (final paragraph) In line 1 delete Within a reasonable time and insert As soon as reasonably practicable. In line 2 after other faults insert and any such consequential damage. In line 2 after by the Contractor insert (who shall carry out such works so as to cause as little disturbance as possible to any occupier of premises comprised within the Works). In line 5 after other faults insert and any such consequential damage. At the end insert: The Contractor shall be responsible for liaising as necessary with any Employer s Persons working on the site to secure such access as he may require to enable him to comply with his obligations under this clause Clause 2.39 In line 1 after Architect/Contract Administrator s opinion insert: any items contained in any schedule referred to in clause 3.18 have been completed and/or made good and. Clause 2.40 In line 1 delete Where there is a Contractor s Designed Portion,. In line 3 after use of the Employer insert a colon. In lines 2 to 6 delete such Contractor s part of it and insert: where there is a Contractor s Designed Portion, such Contractor s Design Documents and related information as may be specified in the Contract Documents or as the Employer may reasonably Legal /DCOR/ Version created

17 require, showing or describing the Works as built and, without affecting the Contractor s obligations under clause 3.16 (the health and safety file), concerning the maintenance and operation of the Works, including any installations forming part of it; and an Energy Performance Certificate and recommendation report in accordance with the EPC Regulations for each "building" (as defined in the EPC Regulations, taking into account Regulations 11(7) and (8)) comprised in the Works (and the Contractor shall notify the building control officer when these have been provided). Clause In lines 1 and 2 delete Subject to all monies due and payable under this Contract to the Contractor having been paid, the Employer shall have and insert The Contractor hereby grants to the Employer. In line 5 after advertisement, insert alteration, extension,. Delete the final sentence. After clause Insert new sub-clauses to : The licence referred to in clause carries the right to grant sub-licences and shall be transferable to third parties and shall subsist notwithstanding the determination (for any reason) of the Contractor s employment under this Contract Insofar as the Contractor is the author (as referred to in the Copyright, Designs and Patents Act 1988) of the Contractor s Design Documents and/or of the Works, the Contractor waives any moral rights which he might otherwise be deemed to possess under Chapter IV of that Act in respect of them The Contractor shall procure for the Employer a waiver corresponding to that in clause from any sub-contractor or supplier engaged by the Contractor or any sub-contractor who is an author (as referred to in such Act) of any part of the Contractor s Design Documents and/or the Works in respect of them. After clause 2.41 Insert new clauses 2.42 to 2.44: Third party agreements 2.42 The Contractor shall: duly observe and perform any obligations imposed upon the Employer by any Third Party Agreement; carry out and complete the Works in such a manner as not to constitute, cause or contribute to a breach by the Employer of any Third Party Agreement; and indemnify the Employer against any damages, costs, fees, expenses or other like losses arising from any breach of any Third Party Agreement; Legal /DCOR/ Version created

18 provided that copies or relevant extracts of such Third Party Agreements have previously been provided by the Employer to the Contractor. If copies or relevant extracts of any Third Party Agreements are provided to the Contractor after the date of this Contract and necessitate or result in an amendment to the Contract Documents, such amendment shall be treated as an instruction of the Employer under clause 3.14 requiring a Variation. Performance bond and/or parent company guarantee 2.43 If so required by the Employer, the Contractor shall as a condition precedent to the performance by the Employer of his obligations under this Contract deliver to the Employer: a parent company guarantee duly executed by the ultimate parent company of the Contractor in the form set out in Appendix 1; and/or a performance bond for 10% of the Contract Sum duly executed by the Contractor and a bank or other financial institution acceptable to the Employer in the form set out in Appendix 2. Physical and other conditions 2.44 The Contractor acknowledges that he has had an opportunity to inspect and carry out tests of the physical and other conditions (including the sub-surface conditions) of or affecting the site on which the Works are to be carried out and shall be deemed to have obtained all necessary information and to have fully satisfied himself as to such conditions and as to any risks, contingencies and other circumstances in relation thereto which may influence or affect the carrying out of the Works. No failure on the part of the Contractor to discover or foresee any such condition, risk, contingency or circumstance, whether or not the same ought reasonably to have been discovered or foreseen by a competent and careful contractor, shall entitle the Contractor to an adjustment of the Contract Sum nor to any extension of time. The Contractor shall not and shall not be entitled to rely on any drawing, survey, report or other document prepared or provided by or on behalf of the Employer regarding any matter referred to in this clause 2.44 and the Employer makes no representation or warranty as to the accuracy or completeness of any such drawing, survey, report or document. Section 3 Clause 3.1 Control of the Works In line 1 after any person authorised by him insert: and the Employer and any other persons authorised by the Employer (including without limitation the Landlord, any Affiliate, Funder, Purchaser or Tenant and their respective representatives). In line 6 delete by him and insert as aforesaid. Legal /DCOR/ Version created

19 Delete the final sentence. Clause 3.2 Delete and insert: The Contractor shall at all times keep upon the Works and deploy full time in relation to the Works a person in charge (the identity of whom shall be notified to the Employer), who shall be appropriately competent and experienced to undertake this role. Such person shall act as the Contractor s representative in charge of the Works and any instructions given to him by the Architect/Contract Administrator shall be deemed to have been issued to the Contractor The Contractor shall procure that the services of any key person notified to the Employer shall be available at such times and that each key person shall devote such time and attention as may be necessary to ensure the proper carrying out by the Contractor of the Works The Contractor shall not remove the person-in-charge referred to in clause or any key person referred to in clause 3.2.2, nor select their replacement, without the prior approval of the Employer (such approval not to be unreasonably withheld or delayed) The Employer may request the removal of the person-incharge referred to in clause 3.2.1, any key person referred to in clause or other persons engaged on the Works if in the Employer s opinion (not to be exercised unreasonably or vexatiously) his performance or conduct is or has been unsatisfactory. The Contractor shall promptly remove such person and replace him with such other person as the Employer shall have first approved. Clause At the end insert: The Contractor shall satisfy himself prior to sub-contracting all or any part of the Works or the design for the Contractor s Designed Portion that the proposed sub-contractor: is competent and experienced in undertaking design and work of the nature of that it is to undertake pursuant to the relevant sub-contract; is a sub-contractor of repute which has the benefit of professional indemnity insurance and/or product liability insurance in a reasonable sum having regard to the nature and extent of the design and work that it is to undertake; and has allocated or (as the case may be) will allocate adequate resources to enable him to comply with all his obligations under the CDM Regulations. Legal /DCOR/ Version created

20 Clause Clause Clause Clause Clause 3.17 Clause Clause Clause 3.21 In line 1 delete shall and insert may. Delete and insert Number not used. Delete and insert Number not used. Delete and insert Number not used. In line 6 after Contract insert or unless clause applies. In line 1 after site insert and/or rectification. In lines 6 to 8 delete but clauses 2.28 and with this Contract and insert and notwithstanding clauses 2.28 and no extension of time shall be given in respect of compliance by the Contractor with such instruction. Delete and insert: The Employer may require the Contractor to carry out Background Checks in respect of any Contractor s Persons working on site and shall have the right, at any time, to refuse admittance to, or order the removal from, the site of any Contractor s Persons who in the opinion of the Employer or the Architect/Contract Administrator is not a fit and proper person to be on the site. Any steps taken under this clause shall be confirmed to the Contractor by the Employer or the Architect/Contract Administrator in writing and shall not relieve the Contractor of any of its obligations under the Contract or entitle the Contractor to claim any extension of time or additional monies as a consequence of such action Contractor s Persons who have, or are likely to have access to the site and/or to documents and information relating to the Employer s policies or operations, may at the discretion of the Employer be required to sign an undertaking to comply with one or more of the EBRD Policies and an undertaking of confidentiality. After clause 3.21 Insert new clause 3.21A: After clause Insert new clause : 3.21A Any additional costs, losses and/or expenses (including professional fees) incurred by the Employer as a result of any work, materials or goods not being in accordance with the Contract (including, without limitation, any additional costs, losses and/or expenses arising out of the issue of instructions by the Architect/Contract Administrator under clauses 3.17, 3.18 and/or 3.19) may (subject to clause or ) be deducted by the Employer from any monies due or to become due to the Contractor under this Contract or may be recovered from the Contractor as a debt. Legal /DCOR/ Version created

21 The Contractor warrants to the Employer that he has the competence and has allocated or (as the case may be) will allocate adequate resources to enable him to comply with all his obligations under the CDM Regulations, including (where the Contractor is and while he remains the Principal Contractor) his obligations as a principal contractor. After clause 3.24 Insert new clause 3.25: SWMP Regulations SWMP Regulations 3.25 The Contractor shall ensure that SWM Plan is prepared and a copy submitted to the Employer before the Contractor commences work on the Site. The Contractor shall update the SWM Plan in accordance with the SWMP Regulations and perform his other duties under the SWMP Regulations. Section 4 Payment Clause In lines 3 and 4, delete, except where Fluctuations Option C.issue of each Interim Certificate. Clause In line 1 delete 14 and insert 30. Clause Clause In line 1 delete his fiduciary interest in the Retention as stated in. At the end insert a new sentence: "The Contractor shall in his notice identify the particular obligations performance of which he intends to suspend." Clause In line 2 after casualties insert: and upon the Contractor providing the Architect/Contract Administrator with reasonable proof that the property in such materials or goods is in him and that no sub-contractor or supplier (of any tier) has validly retained title to the same. Clause 4.18 Delete and insert: The Employer s interest in the Retention shall not be fiduciary, either as trustee for the Contractor or any other person or in any other capacity, the relationship of the Employer and the Contractor with regard to the Retention shall solely be that of debtor and unsecured creditor, subject to the Conditions, and the Employer shall have no obligation to invest the Retention or any part of it The Employer shall have no obligation to segregate the Retention or any part of it in a separate banking account or in any other manner and shall be entitled to the full beneficial interest in the Retention and every part of it (including, without limitation, interest and Legal /DCOR/ Version created

22 income arising on it) unless and until the Retention is paid to the Contractor pursuant to this Contract. Clause 4.21 Delete and insert: No Fluctuations The Contract Sum shall not be subject to fluctuations in the event of changes in the types or rates of contribution, tax or levy payable by the Contractor, increases or decreases in the cost of materials, goods, fuel or electricity used in the Works, increases or decreases in the rates of wages and expenses payable to workpeople employed or engaged by the Contractor or otherwise howsoever, except as expressly provided in the Conditions. All references in the Contract Particulars and the Conditions to Schedule 7 or any operative clauses within it shall be deemed to have been deleted. Clause 4.22 Clause Delete and insert Number not used. At the end delete the full stop and insert ; and. After clause Insert new sub-clauses and : the Contractor shall use constantly his best endeavours to prevent or minimise any disruption to the regular progress of the Works as aforesaid and to mitigate any direct loss and/or expense incurred by him and shall not in any event be entitled to reimbursement of direct loss and/or expense to the extent that the same has been incurred through any negligence, breach of statutory duty, omission or default of the Contractor or any of the Contractor s Persons; and the Contractor shall not be entitled to reimbursement of direct loss and/or expense in respect of any Relevant Matter which is concurrent with another matter for which the Contractor is responsible. Clause 4.26 Delete and insert: The provisions of clause 4.25 shall be deemed to be full compensation for the Contractor in respect of the Relevant Matter concerned and the Employer shall have no further liability to the Contractor in respect of such Relevant Matter whether under this Contract or otherwise at law. Section 6 Clause 6.1 Clause 6.2 Injury, Damage and Insurance In line 3 after Works insert or of any obligation pursuant to clause In line 4 after Works insert or of any obligation pursuant to clause In lines 7 to 9 delete the words and, where Insurance Option C Legal /DCOR/ Version created

23 Specified Peril. Clause Clause Clause 6.8 Clause Clause 6.12 In line 2 after maintain insert until the date of issue of the Certificate of Making Good. In line 2 after take out insert and maintain until the date of issue of the Certificate of Making Good. In the definition of Joint Names Policy after Contractor insert and any Fund and/or any Purchaser. In lines 3 to 5 delete and with no reduction loss or damage. Delete the existing clause 6.12 and insert the following: Without limiting its other obligations under this Contract or otherwise at law, the Contractor shall maintain professional indemnity insurance to cover its professional liability under this Contract, with a limit of indemnity of not less than [ ] 5 for each and every claim, provided that such insurance continues to be available in the United Kingdom market on reasonable terms and at commercially reasonable premium rates to contractors undertaking works substantially similar to the Works The insurance referred to in clause will:.1 be subject only to such conditions and excesses as may be usual in the United Kingdom market at the time; and.2 be provided by insurers licensed to carry out insurance business in the United Kingdom; and.3 be maintained from the date of this Contract and for a period expiring not less than 12 years after the date of issue of the Practical Completion Certificate and notwithstanding the expiry or termination (for any reason) of the Contractor s employment under this Contract As and when reasonably required to do so by the Employer, the Contractor shall produce documentary evidence that the insurance required by this clause 6.12 is being properly maintained The Contractor shall not compromise, settle or waive any insurance claim which it may have in respect of any professional liability under this deed without the prior consent of the Employer, provided that nothing in this clause precludes the Contractor s insurers from taking over (in the name of the Contractor) the defence of any claim made by the Employer under this Contract and (in 5 Contractor to confirm level of PI it maintains. Legal /DCOR/ Version created

24 that capacity) from conducting and settling it as they see fit. Clause 6.13 Delete the existing clause 6.12 and insert the following: After clause 6.17 Insert new clause 6.18: The Contractor shall promptly notify the Employer if at any time it is unable to obtain insurance as required by clause 6.12 on reasonable terms and at commercially reasonable premium rates or at all or if there is any material reduction in the scope or level of cover offered by such insurance and in that event shall continue to maintain insurance on such terms and with such a limit of indemnity as may then be available to the Contractor. Nuisance and trespass The Contractor shall at all times prevent any public or private nuisance (including, without limitation, any such nuisance caused by noxious fumes, noisy working operations or the deposit of any material or debris on the public highway) or other interference with the rights of the Landlord, any adjoining or neighbouring landowner, tenant or occupier or any Statutory Undertaker or other third party arising out of the carrying out of the Works or of any obligation pursuant to clause 2.38 and shall assist the Employer in defending any action or proceedings which may be instituted in relation thereto. The Employer shall, if so requested by the Contractor, supply to the Contractor in such time as may be reasonable, having regard to the time and nature of any such request, any relevant information in the possession of the Employer relating to the rights of such third parties Without prejudice to clause , the Contractor shall ensure that there is no trespass on or over any adjoining or neighbouring property arising out of or in the course of or caused by the carrying out of the Works or of any obligation pursuant to clause If the carrying out of the Works or of any obligation pursuant to clause 2.38 is likely to necessitate any interference (including, without limitation, the oversailing of tower crane jibs) with the rights of adjoining or neighbouring owners or occupiers, then the Contractor shall, at no cost to the Employer, obtain the prior written agreement of such owners and/or occupiers thereto, and any such agreement shall be subject to the approval of the Employer before execution. The Contractor shall comply in every respect with any conditions contained in any such agreement The Contractor shall be responsible for and shall indemnify the Employer from and against any and all expenses, liabilities, losses, claims and proceedings whatsoever resulting from any nuisance, interference or trespass referred to in clauses and , save Legal /DCOR/ Version created