‘Agreement & Schedule of Conditions of Bur_pine Contract for use in the Hong Kong Special Administrative Region Standard Form of Building Contract fee ses 2.005 EDITIONContents Pace Articles of Agreement 5 Attestation 8 ‘The General Conditions, Interpretation and definitions 9 Governing law Singular, plural, masculine and feminine Method of reference to clauses and Articles Articles of Agreement, Conditions and Appendix to be read as a whole Clauses divided into sub-clauses to be read as a whole Definitions ‘The role of the Engineer Sectional completion of the Works Communications Notices of default or determination to be sent by special delivery Parties to act reasonably and expeditiously Contractor's obligations 16 Contractor's obligations Contractor's responsibilty Contractor's skill and care Contractor to inform Architect if he finds ambiguities in documents Master programme 7 Master programme to be submitted Programmes to be updated Programme and other documents not to be documents farming the Contract Architect's instructions 19 Architect may issue instructions up to the issue of the Final Certificate Architect to issue instructions in writing Compliance with Architect's instructions Contractor to carry out preventative work Documents forming the Contract and other documents 20 The documents forming the Contract Architect and Quantity Surveyor to keep documents available Copies of documents for Contractor Nominated Sub-Contract documents 55 56 8? 58 5.40 B11 5.42 543 518 5.15 10 10.1 102 " Pace Nominated Supply Contract documents Further drawings, details, descriptive schedules and similar documents Documents to be provided to Contractor on time Electronic copies of drawings Documents on Site Return of drawings Submission of manuals and assignment of warranties Submission of as-built drawings Limits to use of documents Issue of Architect's certificates Copy of notice to be given to Employer Statutory obligations 24 Statutory Requirements Compliance with the Statutory Requirements Fees or charges Statutory undertakers and utility ‘companies Setting out the Works 25 Setting out and levels Materials, goods, workmanship and work 25 ‘Types, standards and quality Inspection and tests Materials, goods, workmanship or work not in accordance with Contract Reetifying defects Dismissal from the Works Intellectual property rights 27 Intellectual property in design of the Works. Intellectual property in materials and goods Intellectual property in plant and equipment Payment of royalties included in Valuation Contractor's site management team 27 Contractor's site management team Construction manager Access for the Architect to the Works 28 Contractor to give access12 124 122 123 13 13.1 13.2 133 13.4 135 136 13.7 13.8 14 141 142 143 15 16 172 173 78 175 178 WT 18 18.1 18.2 183 Pace Architect's representative 2 Architects representative Delegation of duties and powers : Instruction to bind parties Variations, Provisional Quantities, Provisional Items and Provisional ‘Sums 28 Architect's authority to issue instructions requiring a Variation <= Inetructions for Provisional Quantities: Provisional Items and Provisional Sums Valuation of Contractor's work Valuation rules. . Adjustment of Contract Sum os Contractor's right to be present during, measurement on Site Variation necessitated by fault of Contractor Valuation of Nominated Sub- : Contractor's work or Nominated Supplier's materials and goods Contract Bills Quality and quantity of work included in Contract Sum i Standard Method of Measurement of Building Works Errors in Contract Bills Contract Sum Adjustment of Contract Sum Materials and goods on or off-site "34 Property in materials and goods ‘Substantial Completion and : defects liability 34 Substantial Completion Certificate for the Works. Separate Defects Liability Period for each Section and Relevant Part Rectifying defects ‘i Detects Rectification Certificate for the Works Separate certificate for each Section or Relevant Part Damage by a Specified Peril Other rights and remedies Partial possession by Employer 36 Partial possession Substantial Completion Completion of rectifying defects Pace 18.4. Liquidated and ascertained damages 18.5 Damage by a Special Peril 19 Assignment and sub-letting a7 19.1. Assignment 19.2. Sub-letting 20 Injury to persons and property and indemnity to Employer 38 Contractor to indemnify Employer 21 Insurance against injury to persons or property 39 21.1. Employees’ Compensation Insurance Third party liability insurance Insurers and terms to be approved Policies to be produced Event of failure to insure No prejudice to Contractor's indemnity 22 Insurance of the Works 40 22.1 Alternative clauses for Contractors’ All Risks Insurance of the Works 22.2 Basic requirements for Contractors’ All Risks Insurance of the Works 22.3. Specific requirements for Contractors’ All Risks Insurance of the Works 22.4 Insurance of the Works to be in joint names and period of insurances Parties” obligations if loss or damage occurs Contractor's payment not more than insurance proceeds Insurance without prejudice to. Contractor's obligations 22.8 22.6 22.7 22A Insurance of the Works by the Contractor 43 228.1 Contractor to effect Contractors’ All Risks Insurance of the Works 224.2 Insurer to be approved and remedy if Contractor fails to insure 224.3 Use of annual policy maintained by Contractor 22B Insurance of the Works by the Employer 44 228.1 Employer to effect Contractors’ All Risks Insurance of the Works 228.2 Remedy if Employer fails to insure 226 Insurance of existing building and insurance of the Works by the Employer 44 226.1 Employer to effect insurance against Specified Perils to the existing buildingPace 220.2 Employer to effect Contractors’ All Risks Insurance of the Works 220.3 Remedy if Employer fails to insure 23 23.1 23.2 23.3 24 24.4 24.2 24.3 25 28.1 25.2 25.3 25.4 25.5 25.6 28.1 26.2 26.3 26.4 26.5 2 ana 272 273 27.8 28 28.1 28.2 283 Possession, commencement and completion 45 Possession of Site Commencement and completion Postponement or suspension Damages for non-completion 45 Architect to certify Contractor's failure to complete on time Uiquidated and ascertained damages Refund if Completion Date revised Extension of time 46. Contractor's first notice of delay Contractor's second notice Fixing new Completion Date Contractor's default involved in the delay Rate of progress Nominated Sub-Contractors and Suppliers to be kept informed Delay recovery measures 51 Delay recovery measures Delay recovery proposals Contractor to carry out delay recovery measures Extension of time to cover shortfall in recovering delay Contractor to be reimbursed for the cost of preparing the proposal if delay recovery not instructed Direct loss and/or expense 53 Contractor's notice of claim for additional payment ‘Quantity Surveyor's ascertainment of Contractor's claim Contractor's default involved in the delay or disruption Nominated Sub-Contracter’s claim for additional payment Notice of claims for additional payment Contractor to give notice of claim Contractor to submit particulars Condition precedent to Contractor's entitlement to additional payment Pace 29 Nominated Sub-Contractors and Nominated Suppliers 37 29.1 Nomination of a sub-contractor or a supplier 29.2 Contractor's right of reasonable objection 29.3 Sub-contractor and supplier warranty to Employer 28.4 Contractor's tender for work provided for by a Prime Cost Sum = 28.5 Nomination using the standard conditions 29.6 Contractor's responsibilty for Nominated Sub-Contractors and Nominated Suppliers 29.7 Quantity Surveyors notification of interim payments 29.8. Direct payment of Nominated Sub- Contractors and Nominated Suppliers 28.9. Extension of time for completion of Nominated Sub-Contract works or delivery of Nominated Supply Contract goods 29.10 Substantial completion of Nominated ‘Sub-Contract works 29.11 Architect to certify Nominated Sub- Contractor's failure to complete on time 29.12 Early final payment to Nominated ‘Sub-Contractor or Nominated Supplier 29.13 Re-nomination 29.14 Architect's consent 29.15 Employer not liable to a Nominated Sub-Contractor or Nominated Supplier 30 Persons engaged by Employer 63 30.1. Persons for whom the Employer is responsible 80.2 Access to Site and permission to carry out work 30.3 Contractor to fulfil his obligations to persons engaged by the Employer 31 Facilities for statutory undertakers. and utility companies 64 Access to Site and facilities to carry out work: 32 Certificates and payments 64 32.1 Interim Certificates and interim valuations 32.2. Estimate of amount due in Interim Cerificate 32.8 Off-site materials or goous32.4. Calculation of Retention 825 Retention Rules 32.6 Quantity Surveyor to prepare final account 32.7. Adjustment of the Contra 32.8. Issue of Final Certificate 32.9. Effect of Final Certificate 32.10 Proceedings commenced before Final Certificate Pace 32.11 Proceedings commenced after Final Certificate 32.12 Effect of Architect's certificates 32.19 Late payment 33 Surety Bond 33.1 Contractor to obtain guarantee from insurance company or bank 83.2. Release of insurance company or bank 73 33.3. Employer's remedy if Contractor fails, to deliver bond 34 Antiquities 34.1 Effect of finding antiquities 73 34.2 Architect's instructions concerning a fossil, antiquity or object 35 Determination by Employer 35.1 Default by Contractor 35.2 Insolvency of Contractor 80.8 Employer's rights uur riutice of default or determination 38.4. Consequences of determination 35.5 Quantity Surveyor to prepare final account 38.6. The final settlement 35.7 Delayed commencement of completion works 35.8 Other rights and remedies 36 Determination by Contractor 36.1 Default by Employer 36.2 Insolvency of Employer 36.3 Consequences of determination 36.4 Contractor to submit final account 36.5. Quantity Surveyor to check final account 36.6 The final settlement 36.7 Architect to notify sub-contractors and suppliers 36.8 Other rights and remedies 87 Determination by Employer or Contractor 87.1. Grounds for determination 37.2 Site security 37.3 Consequences of determination 74 82 38.1 38.2 39 a at alaahe Pace Quantity Surveyor to prepare final account The final settlement Architect to notify sub-contractors and suppliers Fluctuations 84 Fluctuation provisions only applicable if expressly stated to be Adjustment for fluctuations occurring after the Completion Date Notices, certificates and other communications 85 ‘Submission of notices, certificates and other communications Recovery of money due to the Employer 85 Employer's power to recover damages ete. Settlement of disputes 85 Procedures and Designated Representatives Reference to Designated Representatives Reference to mediation Reference to arbitration Timing of arbitration Atbitrator’s powers. ‘The place of arbitration Contractor to continue to proceed diligently ‘Appendix 89. Schedule 1 90 Form of Surety Bond to be given by the Contractor to the Employer Schedule 2 94 Form of Warranty to be given by the Nominated Sub-Contractor to the Employer in consideration of Nomination Schedule 3 97 Form of Warranty to be given by the Nominated Supplier to the Employer in consideration of Nomination Index to The General ConditionsArticles of Agreement This Agreement is made on the «snc UY OF serene Peres 20 between of (‘the Employer’) and of (‘the Contractor’) Whereas the Employer wishes to have work carried out comprising: (‘the Works’) ated and has had Tender Documents comprising: (@)_a form of tender (‘The Form of Tender’); (b) drawings (‘the Contract Drawings’); (©) a specification (‘the Specification’); and (6) bills of quantities showing and describing the work to be carried out prepared by or under the direction of or at the request of the Architect; and whereas the Contractor has, based on the Tender Documents, made in the Form of Tender his calculation of the sum that he will require for varying out the Works by pricing the bills of quantities;and whereas the Contractor has given a fully priced copy of the bills of quantities (‘the Contract Bills’) to both the Employer and the Architect: and whereas the Architect has given each party one copy of the Articles of Agreement, the Appendix, the Conditions, the Contract Drawings, the Specification and the Contract Bills each signed by or on behalf of the parties. Now it is agreed as follows Article 4 The Contractor will carry out and complete the Works in accordance with and subject to the Contract for the consideration stated in Article 2. Article 2 The Employer will pay to the Contractor the sum of Hong Kong Dollars (HKS. ) (‘the Contract Sum’) or such other sum that becomes payable in accordance with and subject to the Contract, Article 3 The Architect will be of Article 4 The Quantity Surveyor will be ofArticle 5 a) 2) (4) 6) In the event of the person appointed to act as either the Architect or the Quantity Surveyor ceasing to act, the Employer shall appoint a replacement as soon as practicable. If the Contractor objects to the person appointed to succeed either the Architect or the ‘Quantity Surveyor, the Contractér has the right to refer his objection to an arbitrator under the Contract provided the reference to arbitration is made within 14 days of the appointment. The person appointed as the replacement to the Architect or the Quantity Surveyor shall continue to act pending the award of the arbitrator appointed under Article 5(2) but shall immediately cease to act if so directed by the arbitrator’s award. In which case the Employer shall appoint a further replacement as soon as practicable. The Contractor shall have the right of objection under Article 5(2) to a further appointment of either the Architect or the Quantity Surveyor. A person appointed as the replacement to the Architect or the Quantity Surveyor shall Not be entitled to disregard or overrule any agreement, approval, certificate, confirmation, consent, decision, direction, dissent, instruction, notice, notification, opinion, request or requirement given or made by the person previously appointed save insofar as the Contract permits. Article 6 Ifa dispute arises under or in connection with the Contract, the parties agree to resolve the dispute in accordance with the dispute settlement procedures in clause 4Attestation * SIGNED AND SEALED as a deed / SIGNED by the Employer (signature of signatory for the Employer) {signature of witness) (name and office held by signatory for the Employer) [name and occupation of witness) (company seal to be impressed here if executed as a deed by a limited company) “SIGNED AND SEALED as a deed / SIGNED by the Contractor (signature of signatory for the Contractor) (signature of witness) {name and office held by signatory for the Contractor) (name and occupation of witness) (company seal to be impressed here if executed as a deed by a limited company) “delete as applicableThe General Conditions 1 14 1.2 13 1.4 15 16 Interpretation and definitions Governing law The Contract shall be governed by and construed according to the laws for the time being in force in Hong Kong. Singular, plural, masculine and feminine Words in the singular include the plural and vice versa, and words in the masculine include the feminine and the neuter. Method of reference to clauses and Articles Unless stated otherwise a reference in the Articles, the Conditions or the Appendix to any clause means that clause of the Conditions and a reference to an Article means that Article of the Articles of Agreement. Articles of Agreement, Conaitions and Appendix to be read as a whole The Articles of Agreement, the Conditions and the Appendix are to be read as a whole. Therefore, unless stated otherwise, each one must be read subject to any relevant qualification or modification in any other one. Clauses diviced into sub-clauses to be read as a whole Where a clause is divided into sub-clauses, the clause is to be read as a whole, and each sub-clause shall relate to the others as if there was no division between them. Definitions The following words and phrases in the Articles of Agreement, the Conditions and the Appendix shall have the meanings given below unless the context in which they appear requires otherwise or the Articles, the Conditions or an item or entry in the Appendix provides otherwise: Appendix: the Appendix ta the Conditions. Architect: the person named as the Architect in Article 3, or any successor appointed under Article 5. Articles or Articles of Agreement: the Articles of Agreement to which the Conditions are annexed. Commencement Date: the date stated in the Appendix for the commencement of the Works. ‘communication: the giving, submitting or issuing of, without limitation, any agreement, approval, authorisation, certiticale, cunfirmation, consent, decision, delegation, direction, dissent, determination, endorsement, instruction, notice, notification, opinion, request, requirement or statement. Completion Date: the date stated in the Appendix by which the Works or a Section are to be completed or such later date to be fixed by the Architect under clause 25.Interpretation and definitions (Cont'd) Conditions: the Conditions of Agreement and Schedule of Conditions of Building Contract for use in the Hong Kong Special Administrative Region, Private Edition - With Quantities and any Special Conditions. Contract: the Articles of Agreement, the Appendix, the Form of Tender submitted by the Contractor, the Employer's letter of acceptance of the Contractor's tender and any correspondence between the parties expressed to form part of the Contract, the Special Conditions, if any, the Conditions, the Contract Drawings, the Specification and the Contract Bills. Contract Bills: the priced bills of quantities referred to in the recitals of the Articles and submitted by the Contractor with his tender, or a certified true copy of those bills of quantities. Contract Drawings: the drawings referred to in the first and fourth recitals of the Articles and enumerated as such in the Contract Bills or the Specification. Contract Sum: the sum stated in Article 2, or such other sum that becomes payable in accordance with the Contract. Contractor: the person named as the Contractor in the Articles. Contractors’ All Risks Insurance of the Works: insurance which provides cover against Physical loss of or damage to the Works, temporary works and materials and goods, as described in clause 22 Date for Pussession of the Site: the date or dates for the possession of the whole or Parts of the Site stated in the Appendix under the reference to clause 23.1 Date of Substantial Completion: the date stated in the Substantial Completion Certificate for the Works or a Section, issued by the Architect under clauses 17.1 and 17.2. day: a calendar day and includes Sundays and other days which are general holidays by virtue of the General Holidays Ordinance (Chapter 148, Laws of Hong Kong). Defects Liability Period: the period stated in the Appendix under the reference to clause 17.3, commencing on the day after the Date of Substantial Completion of the Works or a Section or the day after the Relevant Date of Substantial Completion of a Relevant Part. Defects Rectification Certificate: a certificate issued by the Architect to the effect that all defects, shrinkages and other faults have been rectified in accordance with the Contract, as described in clauses 17.4 and 17.5. direct loss andor expense: the monetary consequences that flow naturally without other intervening cause and independently of special circumstances because of the direct consequences of a qualifying event and which are not otherwise reimbursed to the Contractor.Interpretation and definitions (Cont'd) Domestic Sub-Contractor: a person, other than a Nominated Sub-Contractor, to whom the Contractor sub-lets any part of the Works and includes a labour only sub-contractor. Employer: the person named as the Employer in the Articles. Engineer: a person engaged as a member of the Employer's design team for the design and supervision of one or more of the geotechnical, civil, structural or building services elements of the Works, as referred to in clause 1.7. Excepted Risks:(a) Any-consequence of war (whether war be declared or not) in which Hong Kéng is actively engaged, the invasion of Hong Kong, acts of terrorists in Hong Kong, civil war, rebellion, revolution or military or usurped power in Hong Kong, riot, commotion or disorder in Hong Kong other than amongst the employees of the Contractor or any person for whom the Contractor is responsible: (b) the Architect’s design of the Works insofar as damage, loss or injury is the direct consequence of the design; (c)_acause due to any neglect or default of the Architect, the Employer or any person for whom the Architect or the Employer is responsible; (d)_ ionizing radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; and (e) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds. Final Certificate: the certificate issued by the Architect stating the Final Contract Sum and the total of the amounts of Interim Certificates lv be set off against that sum, as described in clause 32.8, Final Contract Sum: the sum resulting from the adjustment of the Contract Sum in accordance with the Contract. Form of Tender: the form of tender referred to in the first recital of the Articles as being Part of the Tender Documents. Hong Kong: the Hong Kong Special Administrative Region. Interim Certificate: a certificate issued by the Architect stating the amount of an interim - payment due to the Contractor, as described in clause 32.1 Limit of Retention: the amount stated in the Appendix under the reference to clause 32.4 as the limit to the amount of Retention to be held by the Employer on the payment for the Contractor's work in progress. Nominated Sub-Contract: the sub-contract between the Contractor and a Nominated ‘Sub-Contractor.12 Interpretation and det itions (Cont'd) Nominated Sub-Contractor: a sub-contractor nominated by the Architect under clause 28 to carry out work forming part of the Works. Nominated Supplier: a supplier nominated by the Architect under clause 29 to supply materials or goods for incorporation into the Works. Nominated Supply Contract: the supply contract between the Contractor and a Nominated Supplier. parties: the Employer and the Contractor. Period of Interim Certificates: the period stated in the Appendix under the reference to clause 32.1 as the interval between the issuing of Interim Certificates, person: an individual, firm, partnership, or body corporate. person for whom the Contractor is responsible: the Contractor's servants or agents, sub-contractors, suppliers, persons employed or engaged in connection with the Works ‘and persons who may properly be on the Site upon or in connection with the Works other than the Employer or any person for whom the Employer is responsible. person for whom the Employer is responsible: the Employer's servants or agents and the persons listed in clause 30.1. postpone: to defer the commencement of operations on an activity. Prime Cost Sum: a sum either provided in the Contract Bills or arising as described in clause 29.1 for work to be carried out by a Nominated Sub-Contractor or for materials or goods to be obtained from a Nominated Supplier. Provisional Item: an item of work identified as provisional in the Contract Bills to be carried out by the Contractor if instructed to do so by the Architect under clause 13.2 Provisional Quantities: an estimated quantity of work identified as provisional in the Contract Bills, where the actual quantity could not be accurately determined when the bills of quantities were prepared, to be carried out by the Contractor if instructed to do 0 by the Architect under clause 13.2. Provisional Sum: a sum provided in the Contract Bills for work or for costs, which could not be entirely foreseen, defined or detailed when the bills of quantities were prepared, to be paid to the Contractor if instructed by the Architect under clause 13.2 to carry out such work or incur such costs, Quantity Surveyor: the person named as the Quantity Surveyor in Article 4, or any successor appointed under Article 5. Relevant Date: the date upon which the Employer took possession of a Relevant Part under clause 18,Interpretation and definitions (Cont'd) Relevant Part: the part of the Works or part of a Section taken possession of by the Employer under clause 18 before Substantial Completion of the Works or that Section. Retention: the sum calculated in accordance with clause 32.4 and retained by the Employer from the gross valuation of the Contractor's work in progress included in an Interim Certificate. Retention Percentage: the percentage entered in the Appendix under the reference to clause 92.4, used to calculate the Retention in accordance with the rules set out in that clause. ‘Section: a part of the Works for which a separate Completion Date is stated in the Appendix where the Contract provides for sectional completion of the Works. Site: the land and other places provided by the Employer for the purpose of carrying out the Works, Special Condition: a condition of contract expressly referred to as a Special Condition of Contract, which adds to or amends the Conditions and is annexed to the Conditions. special delivery: a communication which is either delivered by courier or sent by registered Post or recorded delivery. Specialist Contractor: a person, not being a statutory undertaker or utility company as referred to in clause 6.4(1), engaged by the Employer to carry out work directly connected with or ancillary to but not forming part of the Works, as described in clause 30. ‘Specialist Works: work directly connected with or ancillary to but not forming part of the Works, to be carried out by a Specialist Contractor. Specification: the specification referred to in the first and fourth recitals of the Articles which describes, without limitation, the types, standards and quality of the materials and goods to be used, the standard and quality of workmanship required, the manner in which work processes are to be carried out, the performance requirements and other matters and things relating to the construction of the Works. ‘Specified Perils: fire, lightning, explosion, storm, tropical cyclone, flood, bursting or overflowing of water tanks, apparatus or pipes, earthquake, aircraft and other aerial devices or articles dropped from them. ‘Standard Conaitions of Nominated Sub-Contract: the Standard Form of Sub-Contract for use where the sub-contractor is nominated under the Standard Form of Building Contract Standard Conditions of Nominated Supply Contract: the Standard Form of Supply Contract for use where the supplier is nominated under the Standard Form of Building ContractInterpretation and definitions (Cont'd) sub-contractor: a person who enters into a sub-contract with the Contractor to carry out work forming part of the Works and includes a Domestic Sub-Contractor and a Nominated Sub-Contractor. ‘Substantial Completion: the state of completion where the Works or a Section have been substantially completed to the Architect's satisfaction and have passed the required inspections and tests, as referred to in clauses 17.1 and 17.2 Substantial Completion Certificate: a certificate issued by the Architect stating the date when in his opinion the Works or a Section have reached Substantial Completion substantially completed: the state of completion where the Works or a Section may not be absolutely completed or entirely free from defects but have reached the stage where they can be taken over and used by the Employer for their intended purpose and where the unfinished items of work and the remaining defects then patent are only of a minor nature and extent and their completion or rectification will not unreasonably interfere with or interrupt the taking over of the Works or Section. supplier: a person who enters into a supply contract with the Contractor to supply materials or goods and includes a Nominated Supplier. suspend: to cease operations for a period of time on an activity in which work has commenced. Tender Documents: the documents and drawings referred to in the first recital of the Articles, or a certified true copy of those documents and drawings. Valuation: the valuation made by the Quantity Surveyor, in accordance with the valuation rules under clause 13.4, of work carried out in response to an Architect's instruction requiring a Variation, remeasurement of Provisional Quantities and Provisional Items or to expend Provisional Sums. Variation: a change instructed by the Architect to the design, quality or quantity of the Works including () an alteration to the type, standard or quality of any of the materials or goods comprising the Works; (i) the addition, substitution or omission of work; and (ii) the removal from the Site of materials or goods and the demolition and removal of work except where provided for in the Contract or where the materials, goods of work are not in accordance will clause 6.1; or the imposition of an obligation or restriction instructed by the Architect regarding: (iv) access to the Site or use of any parts of the Site: (v) limitation of working space;17 18 4.40 Interpretation and definitions (Cont'd) (vi) limitation of working hours; or (vii) the sequence of carrying out or completing work; or the addition or alteration to or omission of such obligations or restrictions imposed by the Contract. Works: the work briefly described in the Articles of Agreement and shown upon, described by or referred to in the Contract including any change made to the work in accordance with the Contract. The role of the Engineer (1) The Architect may, from time to time, delegate any of his duties and powers under the Contract to an Engineer. (2) The delegation shall be in writing and copied to the Contractor. It shall specify the duties and powers that are delegated and shall remain in force until changed or terminated in writing by the Architect. (3) Where in the context of the wording of a clause in the Conditions or where recogrition of the Engineer's statutory responsibilty requires it, the word ‘Architect’ in the Conditions shall be deemed to be read as ‘Engineer’ Sectional completion of the Works (1) Where sectional completion of the Works is provided for in the Contract, a reference to the Works shall be deemed to mean the Works or a Section. (2) The phrase ‘the whole of the Works! means the Works including all Sections, Communications Unless otherwise stated, all notices, certificates and other communications under the Contract between the Employer, the Architect, the Quantity Surveyor and the Contractor shall be in writing. Notices of default or determination to be sent by special delivery All notices of default or determination under clauses 35, 36 and 37 shall be sent by special delivery, Parties to act reasonably and expeditiously (1) The parties, the Architect and the Quantity Surveyor shall act reasonably and expeditiously in all matters under the Contract including, without limitation, giving or withholding consent, approval or agreement, valuing Variations and certifying. (2) All requirements shall be reasonable requirements and, without limitation, the term to the Architect's satisfaction’ shall be construed as meaning to the Architect's reasonable satisfaction and the term ‘practicable’ shall mean reasonably practicable.2 24 22 Contractor's obligations Contractor's obligations (1) The Contractor shall in compliance with the Contract: (2) organize, manage, plan and supervise the carrying out of the Works; (b) co-ordinate the carrying out of the Works including the interface between his own work and the work carried out by each Domestic Sub-Contractor, Nominated Sub- Contractor, Specialist Contractor, statutory undertaker and utility company: (c) assist in the co-ordination of their work by each Domestic Sub-Contractor. Nominated Sub-Contractor, Specialist Contractor, statutory undertaker and utility company with the work of each of the others; (d) design sufficient, safe and adequate temporary works to enable the Contractor to comply with his other obligations under the Contract, except where the design of any temporary works is a statutory obligation of any person other than the Contractor or any person for whom the Contractor is responsible; {e) carry out any work involved in the development of the Architect's design that may be specified in the Contract; (| prepare all shop drawings and co-ordination drawings required by the Contract; (Q) carry out the maintenance of mechanical and electrical equipment where required to do so by the Contract for the period of time so specified (h) take responsibility for the care ot the Works, except for loss or damage arising from the Excepted Risks, from the Commencement Date until 14 days after Substantial Completion of the Works or 14 days after the determination of the employment of the Contractor, whether valid or not, whichever is earlier, except that the Contractor's responsibility for the care of the Works shall terminate in relation to a Section or Relevant Part 14 days after the Employer takes possession of that Section or Relevant Part; and (i) carry out the construction of and complete the Works using materials, goods and workmanship of the types, standards and quality specified in the Contract (2) Where the Contract requires the Contractor to prepare details, to carry aut the design or the development of the Architect's design, unless the requirement of fitness for purpose is specifically stated, the design or the development of the Architect's design shall be carried out with reasonable skill and care and the Contractor shall be responsible to the Employer for such work. Contractor's responsibility The Contractor shall remain wholly responsible for carrying out and completing the Works in accordance with the Contract whether or not the Architect or the Architect's representative, if appointed: {@) visits the Works or a place where materials or goods are being manufactured or stored, work is being prepared, or design is being carried out;23 24 34 Contractor's obligations (Cont'd) (b) inspects or tests any materials or goods; (©) exercises his powers under clause 8; or (d) includes the value of any materials, goods or work in an Interim Certificate. Contractor's skill and care The Contractor shall exercise in the performance of his obligations under the Contract all the skill, care and diligence to be expected of a competent contractor experienced in carrying out work of a similar scope, nature and size to the Works. Contractor to inform Architect if he finds ambiguities in documents (1) The Contractor shall immediately inform the Architect if the Contractor finds an ambiguity or discrepancy in or divergence between the following documents: (@) the Contract Drawings; (6) the Specification; (©) the Contract Bills; (d) the descriptive schedules and other similar documents referred to in clause 5.3(¢); (¢} the Nominated Sub-Contract documents and the Nominated Supply Contract documents referred to in clauses 5.4 and 5.5; and (the further drawings, details, descriptive schedules and similar documents referred to in clause 5.6 provided from time to time during the carrying out of the Works. (2) Ifthe Architect agrees with the Contractor, he shall issue an instruction to resolve the ambiguity, discrepancy or divergence as saon as practicable after receipt of the Notice from the Contractor and the instruction shall, if considered appropriate by the Architect, require a Variation Master programme ‘Master programme to be submitted (1) The Contractor shall submit to the Architect within the time stated in the Appendix (@) 6 copies of a master programme prepared for his own purposes for organizing, managing, pianning, supervising and co-ordinating the carrying out of the Works and completing them by the Completion Date: (b) a method statement describing the methods of construction and the resources that he intends to use to carry out the Works: (¢) alist of the names and details of the site management and supervisory team personnel, referred to in clause 10, with job descnptions and details of their durations on the Site; and3 3.2 18 Master programme (Cont'd) (@) a list of the plant, equipment and temporary works which he intends to supply, use or construct, as the case may be. (2) The master programme shall {@) show the activities and the sequence in which the Contractor proposes to carry out the Works; (b) show the periods of time estimated for each activity; and (c) make allowance for the carrying out of Specialist Works, insofar as a general description of these works is given in the Contract, and work by statutory undertakers and utility companies as referred to in clause 6.4(1). (3) The Contractor shall submit 6 copies of any other programme that may be required by the Contract at the time or times so specified. (4) Where any other part of the Contract sets out requirements in respect of the submissions to be made by the Contractor under clause 3.1, the submissions shall be made in accordance with those requirements. Programmes to be updated (1) The Contractor shail regularly update the master programme and any other programme used in carrying out the Works to reflect the current status of the progress of the Works, and shall submit 6 copies of the updated programme to the Architect at the intervals stated in the Contract (or, if this is not stated, at 3 month intervals) and in any event within 28 days of: (a) an Architect's decision to fix a new Completion Date under clause 25.3; {b) the Employer taking possession of a Section or a Relevant Part of the Works; (c) the determination of the employment and re-nomination of a Nominated Sub- Contractor; or (d) the termination of a supply contract and re-nomination of a Nominated Supplier. (2) The programme shall be revised to indicate the modifications that the Contractor believes are necessary to achieve completion of the Works by the Completion Date if the Contractor decides to take action in response to the Architect's notice under clause 255, (3) Programme updates shall be based upon the logic, activities and durations stow in the previous programme. Any change to the programme structure apart from activity status that may be necessary shall be clearly indicated and explained to the Architect,3.3 44 42 43 Master programme (Cont'd) Programme and other documents not to be documents forming the Contract Neither the programme, the method statement nor ather document submitted under clause 3 shall be documents forming the Contract and no comment made by the Architect on any of these documents shall impose an obligation on the Employer, Architect's instructions Architect may issue instructions up to the issue of the Final Certificate The Architect may issue instructions that he is empowered to issue under the Conditions at any time up to the issue of the Final Certificate including during the time that the Contractor may be carrying out work ater th Date of Substantial Completion of the Works, but he shall not instruct a Variation affer the issue of the Defects Rectification Certificate for the Works, a Section or a Relevant Part as the case may be. Architect to issue instructions in writing (1) The Architect must issue all instructions in writing in accordance with clause 1.9. All oral instructions given must be confirmed in writing within 5 days of giving the oral instruction. If the Architect gives an orakinstruction that the Contractor believes fequires a Variation it shall have no immediate”effect, the Contractor shall confirm the oral instruction requiring a Variation in writing‘to the Architect within 7 days of it being issued and if not dissented to in writing by the Architect within 7 days from his receipt of the Contractor's confirmation the Variation shall take effect on the expiry of the latter 7 days, : (2) Where an Architect's oral instruction requiring a Variation has been confirmed in writing by the Contractor under clause 4.2(1) and not dissented to by the Architect, the Architect shall issue the written instruction fora Variation for recur purposes as soon as practicable after the Contractor's confirmation. Compliance with Architect's instructions (1) Subject to clauses 4.2(1) and 4.32), the Céfitractor shall comply with all instructions that the Architect is empowered by the Conditions to issue as soon as practicable. If there is a disagreement between the Architeet and the Contractor as to whether an instruction involves a Variation, the Contractét shail comply with the instruction and May, if he is not satisfied, require the disagreeffient to be resolved under clause 41 (2) If the Contractor disagrees that the Architect is empowered by the Conditions to issue an instruction he may within 7 days ot receipt of that instruction require the disagreement to be resolved under clause 41 (3) If the Contractor does not begin to comply with an instruction within 7 days after receipt of a written notice from the Architect requiring compliance with that instruction in accordance with clause 4.3(1) and the Architect issues a certificate to that effect by special delivery, the Employer may, without prejudice to his other rights and remedies, engage other persons to carry out that instruction. All additional costs incurred by the Employer in connection with the employment of the other persons to cafry out that ‘struction may be recovered from the Contractor under clause 40 or as a debt. 1944 5A 20 Architect's instructions (Cont'd) (4) The Contractor shall provide reasonable access to the persons engaged by the Employer under clause 4.3(3) and shall permit them to carry out their work without hindrance. Contractor to carry out preventative work (1)_ In the event of an emergency caused by an event arising out of or in connection with the Works that threatens the safety of the Works or any person or property, the Contractor shall immediately: (@) carry out all necessary preventative work without waiting for an Architect's instruction; and (b) immediately inform the Architect of the emergency and of the action taken or preventative work being carried out. (2) The Architect shall issue an instruction confirming a Variation for preventative work carried out initially without an Architect's instruction, provided that the work was not required to be carried out in fulfilment of a Contractor's obligation or because of a breach of contract or other default by the Contractor or any person for whom the Contractor is responsible. Documents forming the Contract and other documents The documents forming the Contract (1) The documents forming the Contract shall be: (a) the Articles of Agreement and the Appendix; (b) the Form of Tender submitted by the Contractor together with the Employer's letter, of acceptance of the Contractor's tender and any correspondence between the parties expressed to form part of the Contract; (©) the Special Conditions if any; (2) the Conditions; and () the Contract Drawings, the Specification and the Contract Bills. (2) The order of precedence of the documents forming the Contract shall be as listed in paragraphs (a) to (e) above and {a) for the purpose of adjusting the Contract Sum the Contract Bills shall take precedence over the Contract Drawings and the Specification; but (b) for all other purposes including carrying out the construction of and completing the Works the Contract Drawings and the Specification shall take precedence over the Contract Bills.5.2 53 54 55 5.6 Documents forming the Contract and other documents (Cont'd) Architect and Quantity Surveyor to keep documents available The Architect shall provide two copies, certified on behalf of the Employer as a true copy, of each of the documents forming the Contract and two certified true copies of each of the documents forming the Nominated Sub-Contracts and the Nominated Supply Contracts as referred to in clauses 5.4 and 5.5, and the Architect and the Quantity Surveyor shall both keep one of each of these copies available at all reasonable times for the purposes of the Contract. Copies of documents for Contractor - As soon as practicable after the acceptance of the Contractor's tender the Architect strall provide the Gontractor, without charge, with: (a) 1 copy, certified on behalf of the Employer as a true.copy, of each of the documents forming the Contract; (b) 3 further copies of the Contract Drawings and the Specification; (c) 3 copies of the unpriced bills of quantities; and (d) 3 copies of any descriptive schedules or other similar documents prepared by or under the direction of the Architect before the acceptance of the Contractor's tender and necessary for use in carrying out the Works. Nominated Sub-Contract documents The Architect shall provide the Contractor, without charge, with 3 further copies of the Nominated Sub-Contract, the sub-contract drawings, the sub-contract specification, the sub-contract bills of quantities or schedule of quantities and rates, as the case itiay be, descriptive schedules and other similar documents as soon as practicable after the award of each Nominated Sub-Contract. Nominated Supply Contract documents The Architect shall provide the Contractor, without charge, with 3 further copies of the Nominated Supply Contract, the supply contract drawings, the supply contract specification, the supply contract bills of quantities or schedule of quantities and rates, as the case may be, descriptive schedules and cther similar documents as soon as practicable after the award of each Nominated Supply Contract. Further drawings, details, descriptive schedules and similar documents (1) The Architect shall provide the Contractor, without charge, and from time to time during the carrying out of the Works, with 3 copies of all further drawings, details descriptive schedules or similar documents (referred to in clause 5 as ‘the supplementary documentation’) that, in the Architect's opinion, are-reasonably necessary for use in carrying out the Works or to explain or amplify the Contract Drawings, the Nominated Sub-Contract drawings and the Nominated Supply Contract drawings. (2) ifin the Contractor's opinion he requires more suplementary documentation than that provided oy the Architect under clause §.6(1) se shall submit a written request to ‘the Architect specifying what further supplementary documentation he requires. 245 57 58 5.9 5.10 22 Documents forming the Contract and other documents (Cont'd) (3) It shall be at the sole discretion of the Architect to decide which, if any, of the supplementary documentation requested by the Contractor the Architect will provide. Documents to be provided to Contractor on time (1) The supplementary documentation referred to in clause 5.6 shall be provided when, having regard to the progress of the Works and the Contractor's procurement, fabrication and other lead in times, it is reasonably necessary for the Contractor to receive it, (2) The Contractor shall inform the Architect sufficiently in advance of the time that he requires the supplementary documentation to enable the Architect to fulfil his obligations under clause 5.7(1), Electronic copies of drawings lt, within 14 days after the acceptance of the Contractor's tender, the Contractor requests the Architect in writing to do so, the Architect shall provide the Contractor, without charge, with electronic copies of all of the drawings required to be provided under clauses 5.3, 5.4, 5.5 and 5.6 that have been produced electronically in lieu of the hard copies referred to in those clauses. Documents on Site The Contractor shall keep on the Site so as to be available to the Architect and the Quantity Surveyor at all reasonable times 1 copy of: (2) the Contract Drawings; (b) the Specification; (©) the unpriced bills of quantities; (@) the programmes and other documents referred to in clause 3; (e) the descriptive schedules or other similar documents referred to in clause 5.3 Prepared by the Architect before the acceptance of the Contractor's tender; ( the Nominated Sub-Contract documents and Nominated Supply Contract documents referred to in clauses 6.4 and 5.5: (@) the supplementary documentation referred to in clause §.6 provided by the Architect from time to time during the carrying out of the Works; and (h) all other documents that the Contractor is required to keep on Site in fulfilment of his statutory obligations. Return of drawings The Contractor shall return to the Architect all drawings, specifications, details, descriptive schedules and other similar documents provided under clause 6, if required by the Architect to do so, either upon the issue of the Final Certificate or the final Conclusion of any proceedings to which the Contractor is a party, whichever is later and the Contractor may take copies for his own records.5.11 5.12 5.13 5.14 5.15 Documents forming the Contract and other documents (Cont'd) ‘Submission of manuals and assignment of warranties (1) The Contractor shall submit to the Architect all the operation and maintenance manuals received by the Contractor. (2) The Contractor shall assign to the Employer (so far as he is lawfully able to do so} the benefits of all suppliers’ and sub-contractors’ warranties, guarantees or other ancillary agreements for materials, goods or work insofar as they are required by the Contract, Nominated Sub-Contracts or Nominated Supply Contracts, other than the direct warranties to the Employer required under the Nominated Sub-Contracts and Nominated Supply Contracts, within 60 days after the issue of the Substantial Completion Certificate for the whole of the Works. (3) Where the Contractor assigns the benefit of a suppliers’ or sub-contractors’ warranty, guarantee or other ancillary agreement for materials, goods or work to the Employer, the Employer shall exhaust all remedies under the warranty, guarantee or ancillary agreement before enforcing the terms of the Contract against the Contractor in respect of any matter for which a cause of action exists against the sub-contractor or supplier under the warranty, guarantee or other ancillary agreement. Submission of as-built drawings (1) The Contractor shall submit to the Architect 2 copies of a complete set of the as- built drawings that are required by the Contract, Nominated Sub-Contracts or Nominated Supply Contracts within 60 days of the issue of the Substantial Completion Certificate for the whole of the Works. (2) Where the drawings referred to under clauses 5.3, 5.4, 5.5 and 5.6 have been issued electronically, the Contractor shall, if so required by the Architect, provide the as-built drawings electronically Limits to use of documents (1) The Contractor shall not use any of the documents referred to in clause 5 for any Purpose other than the Works and any proceedings relating to the Contract, (2) Neither the Employer, the Architect nor the Quantity Surveyor shall divulge any of the rates or prices in the Contract Bills or use them except for the purposes of the Contract and any proceedings relating to the Contract. Issue of Architect's certificates, The Architect shall issue all certificates to the Employer and shall, at the same time, ‘ssue a Copy of each certificate to the Contractor. Copy of notice to be given to Employer Whenever the Architact issues a notice to the Contractor by spacial delivery, he shall ‘ssue a copy of the notice to the Employer at the same time. 2364 6.2 63 64 Statutory obligations Statutory Requirements The Contractor shall comply with and give the notices required by any Ordinance, regulation, rule, order or by-law applicable to the Works (‘the Statutory Requirements’) which are to be complied with by the Contractor. Compliance with the Statutory Requirements (1) The Contractor shall immediately notify the Architect if the Contractor finds that carrying out the Works in compliance with the Contract or with an Architect's instruction requiring a Variation will infringe the Statutory Requirements, (2) If the Architect agrees with the Contractor, he shall issue an instruction to resolve the infringement as soon as practicable after receipt of the notice and the instruction shall, if appropriate, require a Variation. Fees or charges (1) The Contractor shall pay all fees or charges legally demandable under the Statutory Requirements. (2) The net amount of those fees or charges paid by the Contractor shalll be added to the Contract Sum unless they: (a) are fees or charges that the Contractor is liable to pay under the Statutory Requirements, and the liability was known prior to the date for submission of tenders and has not been increased: (0) are priced, or are required to be allowed for, in the Contract Bills; (c) are provided for by a Provisional Sum; or (d) arise out of a default, delay or failure by the Contractor or a sub-contractor to comply with the Statutory Requirements or the Contract. Statutory undertakers and utility companies (1) Statutory undertakers or utility companies carrying out work in pursuance of their statutory obligations and not having a contractual relationship with the Employer, the Contractor or any person for whom the Contractor is responsible shall be classified as statutory undertakers or utility companies and not Nominated Sub-Contractors or persons engaged by the Employer under clause 30 and the fees or charges for their work shall be regarded as fees and charges legally demandable under the Statutory Requirements and processed in accordance with clause 6.3. (2) The Contractor shail allow those persons reasonable access to the Site, permit them to carry out their work and provide them with the facilities referred to in clause 31 (3) Statutory undertakers or utility companies engaged under contracts with the Employer to carry out work directly connected with or ancillary to but not forming part of the Works shall be classified as Specialist Contractors as referred to in clause 30.16 84 Statutory obligations (Cont’d) (4) Statutory undertakers or utility companies engaged under contracts with the Contractor or a Nominated Sub-Contractor to carry out work forming part of the Works shall be classified as sub-contractors or sub-sub-contractors as the case may be. Setting out the Works Setting out and levels (1) The Architect shall provide the Contractor with accurately dimensioned setting out drawings containing the information and levels necessary for him to set out the Works. (2) The Contractor shall be responsible for accurately setting out the Works and shall correct any error arising from inaccurate setting out at his own cost unless the Architect accepts the error without correction subject to a reasonable reduction in the Contract ‘Sum having regard to the Employer's loss of value of the Works and any expenses that he may incur arising from the inaccurate setting out. Materials, goods, workmanship and work Types, standards and quality (1) The Contractor must provide all materials and goods of the types, standards and quality described in the Contract to the Architect's satisfaction that the Contractor has met these requirements. (2) Where the Contractor is responsible for the selection of the materials and goods in accordance with a performance specification or otherwise, the materials and goods must be fit for the purpose stated in the Contract. (3) _Ifany of the specified materials or goods are not procurable, then the Contractor (6) The Cont the Contract dard and quality described in 25