GCUHMWSubcontract 20110526

MAJOR WORKS SUBCONTRACT
PROJECT:
GOLD COAST UNIVERSITY HOSPITAL
SITE LOCATION:
PARKLANDS DRIVE, SOUTHPORT QLD

117542 (CSB & SSB)
PROJECT NO:
117543 (WBS & WBW)
SUBCONTRACT NO:
117541-541028 (SEPARABLE PORTION 1) 117541-541027 (SEPARABLE PORTION 2)
SUBCONTRACTOR:
.........................................................................................
WORKS:
FINAL CLEAN
TRADE PACKAGE NO:
TP 0057.01 CLINICAL SERVICES BUILDING (CSB) & SUPPORT SERVICES BUILDING (SSB) TP 0057.02 IN PATIENT UNITS, WARD BLOCK WEST (WBW) & WARD BLOCK SOUTH (WBS)
Major Works Subcontract: QLD: Gold Coast University Hospital 116322 / 117541 (7.01) 08.07.09
Page 1
INDEX
Instrument of Agreement Schedule of Subcontract Sum Details Schedule of Rates/Bill of Quantities Schedule of Drawings Specification Scope of Work Schedule of Subcontractors Warranty Schedule of Facilities Schedule of Information Management Appendix Subcontract Terms Schedule of State Requirements Schedule of Industrial Requirements Schedule of Environment, Health and Safety (EH&S) Requirements Schedule of Programming Requirements Draft Pro Forma Statutory Declaration (Refer Schedule of State Requirements) Draft Pro Forma Deed of Release Schedule of Supplier's Warranty Schedule of Expert Appraisal Schedule of Design Requirements and Deed of Adherence and Warranty; and Draft National Greenhouse and Energy Reporting System Monthly Report
[Other documents referred to in the Appendix]
Page 2
INSTRUMENT OF AGREEMENT
THIS SUBCONTRACT is made on .................................................................................... 20........ BETWEEN the following parties:
1.
LEND LEASE PROJECT MANAGEMENT & CONSTRUCTION (AUSTRALIA) PTY LIMITED (formerly known as Bovis Lend Lease Pty Limited) ABN 97 000 098 162 whose registered address is Level 18, Waterfront Place, 1 Eagle Street, Brisbane, QLD 4000 (Lend Lease) QBSA Reg. No. 3772 and
2.
........................................................................................... ABN .................... of .......................................................................................... (Subcontractor) QBSA Act Licence No. .............
THE PARTIES AGREE A. The Subcontractor must diligently and expeditiously execute and complete the whole of the Works to the satisfaction of Lend Lease and in accordance with the Subcontract. Lend Lease must pay the Subcontractor the Subcontract Sum in accordance with the Subcontract. Lend Lease will not be obliged to make any payment to the Subcontractor until the Subcontractor has provided to Lend Lease an ASIC Company Extract, dated on or about the date of its submission to Lend Lease, obtained from the Espreon Online Information System or another such service provider.
B. C.
Page 3
Executed by [insert Subcontractor name] (ABN ) in accordance with section 127 of the Corporations Act 2001: Director/Company Secretary Name of Director/Company Secretary (BLOCK LETTERS) OR Signed by [insert name of attorney] as attorney for [insert Subcontractor name] (ABN ) under power of attorney in the presence of: Director Name of Director (BLOCK LETTERS)
Attorney
Witness
Name of Attorney (BLOCK LETTERS)
Name of Witness (BLOCK LETTERS)
Signed for and on behalf of Lend Lease Project Management & Construction (Australia) Pty Limited (formerly known as Bovis Lend Lease Pty Limited) (ABN 97 000 098 162) by its authorised representative:
Signature of authorised representative
Witness
Name of authorised representative (BLOCK LETTERS)
Page 4
SCHEDULE OF SUBCONTRACT SUM DETAILS (including Provisional Sums) The Subcontract Sum will be based on a Lump Sum.
Page 5
PRICING SCHEDULES The Subcontractor is to complete in full the Pricing Schedule documents: -
Pricing Schedule TP0057.01 Final Clean CSB & SSB, dated 7 November 2011. Pricing Schedule TP0057.02 Final Clean WBS & WBW, dated 7 November 2011. Pricing Schedule TP0057.01 Final Clean CSB Courtyards, dated 7 November 2011. Pricing Schedule TP0057.02 Final Clean IPU Courtyards, dated 7 November 2011. Pricing Schedule TP0057.01 Final Clean CSB Facade, dated 7 November 2011. Pricing Schedule TP0057.02 Final Clean IPU Facade, dated 7 November 2011.
The rates provided by the Subcontractor are fixed for the duration of the project and are to be used for: Adjusting the subcontract sum by as-built re-measure at a mutually acceptable time for both parties. Assist with the assessment of progress payments.
Page 6
SCHEDULE OF DRAWINGS The drawings listed in the Documentation Schedule titled DOCUMENT
REGISTER FINAL CLEAN, Revision B, dated 10 November 2011.
Page 7
SPECIFICATION The specifications listed in the Documentation Schedule titled DOCUMENT
REGISTER FINAL CLEAN, Revision B, dated 10 November 2011.
Page 8
SCOPE OF WORK The Scope of Works, titled Scope of Works TP0057 Final Clean, Revision
J, dated 7 November 2011.
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SCHEDULE OF SUBCONTRACTORS WARRANTY

THIS DEED POLL is made on .............................................................................., 20............ BY .................................................................................................. ABN ................................ OF ........................................................................................................................................... .... (Subcontractor). RECITALS: A. The Subcontractor has an agreement (Subcontract) with Lend Lease Project Management & Construction (Australia) Pty Limited (Lend Lease) for the execution and completion of the Works described in Schedule 1 below (Works) for the project described in Schedule 1 below (Project). It is a condition of the Subcontract that the Subcontractor executes this Deed.
B.
THIS DEED WITNESSES THAT THE SUBCONTRACTOR HEREBY COVENANTS, WARRANTS AND AGREES with and for the benefit of the persons named in Schedule 1 below as follows: 1. Commencing on the Date of Practical Completion of the Project, the Works will satisfy the requirements of the Subcontract and without limiting the generality of the foregoing be completed with goods and/or Materials of a merchantable quality, be fit for purpose and be completed in a proper and tradesmanlike manner. The persons named in Schedule 1 may assign the benefits and rights accrued under this Deed Poll. This Deed Poll is governed by the laws of the State or Territory described in Schedule 1 below.
2. 3.
Schedule 1 Works Project Beneficiaries Gold Coast University Hospital 1. Lend Lease Project Management & Construction (Australia) Pty Limited (ABN 97 000 098 162) 2. Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971 State of Queensland
Governing law
Page 10
EXECUTED AS A DEED POLL: Signed, sealed and delivered by ) [insert name of Subcontractor] (ABN----------- ) in the presence of: )
Signature of director
Signature of director/secretary
Name of director (please print)
Name of director/secretary (please print)
OR
Signed by [insert name of attorney] as attorney for [insert Subcontractor name] (ABN ) under power of attorney in the presence of:
Attorney
Witness
Page 11
SCHEDULE OF SUBCONTRACTORS WARRANTY

THIS DEED POLL is made on .............................................................................., 20............ BY .................................................................................................. ABN ................................ OF ........................................................................................................................................... .... (Subcontractor). RECITALS: A. The Subcontractor has an agreement (Subcontract) with Lend Lease Project Management & Construction (Australia) Pty Limited (Lend Lease) for the execution and completion of the Works described in Schedule 1 below (Works) for the project described in Schedule 1 below (Project). It is a condition of the Subcontract that the Subcontractor executes this Deed.
B.
THIS DEED WITNESSES THAT THE SUBCONTRACTOR HEREBY COVENANTS, WARRANTS AND AGREES with and for the benefit of the persons named in Schedule 1 below as follows: 1. Commencing on the Date of Practical Completion of the Project, the Works will satisfy the requirements of the Subcontract and without limiting the generality of the foregoing be completed with goods and/or Materials of a merchantable quality, be fit for purpose and be completed in a proper and tradesmanlike manner. The persons named in Schedule 1 may assign the benefits and rights accrued under this Deed Poll. This Deed Poll is governed by the laws of the State or Territory described in Schedule 1 below.
2. 3.
Schedule 1 Works Project Beneficiaries Gold Coast University Hospital 1. Lend Lease Project Management & Construction (Australia) Pty Limited (ABN 97 000 098 162) 2. Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971 State of Queensland
Governing law
Page 12
EXECUTED AS A DEED POLL: Signed, sealed and delivered by ) [insert name of Subcontractor](ABN------------- ) in the presence of: )
OR
Signed by [insert name of attorney] as attorney for [insert Subcontractor name] (ABN ) under power of attorney in the presence of:
Attorney
Witness
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SCHEDULE OF FACILITIES (COMPLETE COLUMN 3) 1 Facility 2 Selection Consequence/Conditions applicable to facility 3 Select Option / Complete Blanks
Lighting Lighting in areas to be used in common with others for the purpose of access, to be provided by Lend Lease. Task lighting to be provided by Lend Lease. Electricity Lend Lease may impose reasonable restrictions on the use of electricity supply where others require the use of the electricity supply. The Subcontractor to supply leads, plug tops and safety lead standards. Installation of 1 phase 240 volt power to the Site to be provided by Lend Lease. Installation of 3 phase 415 volt power to the Site to be provided by Lend Lease. Cost of above connections (referred to in the 2 preceding rows) to be borne by Lend Lease. Installation of 1 phase 240 volt power to power boards located in the general work area to be provided by Lend Lease. Installation of 3 phase 415 volt power outlets at locations determined by Lend Lease in the general work area to be provided by Lend Lease. Cost of above connections (referred to in the 2 preceding rows) to be borne by Lend Lease. Installation of 1 phase 240 volt
Yes
No
Yes
No
Yes
If provided by Lend Lease it will be provided in locations determined by Lend Lease.
Yes
No
Yes
No
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power to Site sheds to be provided by Lend Lease. Cost of electricity provided to be borne by Lend Lease. Cost of all lead and equipment testing to be borne by Lend Lease. Accommodation The Subcontractor must provide accommodation other than the accommodation to be provided by Lend Lease under this Schedule (to a standard and in a location acceptable to Lend Lease), including change rooms, store rooms and offices which are: necessary to comply with legislation, awards or Lend Lease's requirements; or required for the proper execution of the Works. The Subcontractor must maintain all sheds, accommodation and related equipment used by the Subcontractor. Space for erection of sheds to be provided by Lend Lease. Lend Lease to provide sheds, accommodation and related equipment. Yes Yes If provided, detail of what is to be provided is as follows: Common / Lunch room First aid room Male & female amenities Plant and Equipment Lend Lease to provide plant and equipment Toilet Accommodation and Washing Facilities Lend Lease to provide toilet accommodation and washing facilities. Cold Water No Yes, but only for construction related items No
Yes
Lend Lease will determine the location of the water supply. Lend Lease may
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change the location of the water supply as construction proceeds. Lend Lease to provide cold water facilities First Aid First aid facilities to be provided by Lend Lease. Personnel Movement Materials Handling and Where facilities are to be provided by Lend Lease: they will only be provided while they are required for Lend Lease's purposes; the Subcontractor will be allowed reasonable use of the facilities, subject to the needs of Lend Lease or others engaged on the Project; and the Subcontractor must provide Lend Lease with details of personnel and Materials to be moved and the proposed date and time. The Subcontractor must load and unload Materials from facilities Yes
Yes The Subcontractor must pay the following for the facilities provided by Lend Lease: Personnel: $ Nil Hoisting: $ Nil Craneage: $ Nil
Lend Lease to provide personnel movement facilities.
Yes As described in the Scope of Works
Lend Lease to provide hoisting facilities.
Lend Lease to craneage facilities.
provide
Lend Lease to provide horizontal materials handling facilities. Scaffolding If:
No
The Subcontractor must supply, erect, adjust, the type or extent of dismantle, re-erect where scaffolding; necessary and finally the following the number of movements remove or adjustments of scaffolding: All scaffold necessary to scaffolding; or complete the Works the duration of supply of
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Scaffolding for which initial supply, erection and final removal to be carried out by Lend Lease. Adjustment and moving of scaffolding and/or planks to be carried out by Lend Lease. Cost of hire of scaffolding to be borne by Lend Lease. Telephones Lend Lease telephone.
scaffolding supplied by All scaffolding, whether Lend Lease for use by the supplied by Lend Lease or the Subcontractor, must Subcontractor, comply with the differs from those stated in requirements of all relevant this Schedule and Lend authorities. thereby incurs Lend Lease will provide Lease additional costs then the scaffold as per drawing LLSubcontractor must pay to CSB-PDP-2205 for edge Lend Lease those costs protection and access for together with a reasonable relevant trades. The amount for overhead and Subcontractor will pay for profit. any alterations to the perimeter scaffold which is solely for their use. Nil
Nil
No
to
provide
a The Subcontractor must provide all handrails, safety screens, coverings to floor openings, safety harnesses and the like which are: necessary to comply with the Subcontractor's EH&S Management Plan and legislation, awards or Lend Lease's requirements; or required for the safe and proper execution of the Works and the protection of persons and property.
No
Safety Equipment
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Subcontractor's Allowances For the purposes of Clause 15.2(b) of the Subcontract Terms the Subcontractor's allowances for providing facilities are included but not disclosed for the items opposite not struck out. Lighting First Aid Electricity Hoisting Accommodation Scaffolding Plant and Equipment Setting Out Information Lend Lease to provide information to enable the Subcontractor to: set out the Works; and establish levels for the Works by reference to an established datum or benchmark on or adjacent to the Works.
Yes If provided Lease, the information provided: by Lend following will be
Gridlines and Datums as described on the Survey and Benchmark Plans referenced in the Schedule of Drawings
Parking Parking spaces provided by Lend Lease.
If parking spaces are being provided Lend Lease will not be liable to the Subcontractor for any Losses it suffers if the amount of parking spaces is insufficient.
Limited parking onsite will be provided until pay as you go parking stations are constructed onsite for public use.
Other Services
None
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Schedule of Information Management 1. 1.1 GENERAL All documentation exchanged on the Project must comply with the standards and IT requirements set out in this schedule. All documentation exchanged on the Project, other than in respect of a Claim, shall be in electronic format. Refer to the Gold Coast University Hospital Project Instruction Manual i.e. Aconex Document Management System. The recipient may reject drawings, digital file or other data that do not comply with the requirements of this schedule, or files that are corrupt or unreadable. In such cases the sender will be liable for any costs associated with re-issuing the data, but not for any consequent costs incurred through loss of time, disruption of the documentation programme, construction delays or the like. The recipient must promptly notify the sender of the data that is required to be reissued. Two data exchange software programs are to be used on the Project, namely Aconex and ProjectWeb. ProjectWeb is used only for the recording of NonConformances (NCRs), while Aconex is used for the exchange of all other documents. Aconex is not to be used for a Claim which includes a payment claim. Notification and/or service of Claims must be in accordance with clause 2 (of the Subcontract Terms). RESPONSIBILITIES OF PARTIES The Project Documentation Manual is to be prepared by the Lead Consultant following review of:2.1.1 2.1.2 2.2 The Information Management Issues section of the Project Brief. Aconex Instruction Manual
1.2
1.3
1.4
2. 2.1
Where applicable, all Consultants, Subcontractors and Suppliers must prepare drawings and CAD files in accordance with:2.2.1 The Consultants / Subcontractors / Suppliers Project Quality Plan 2.2.2 The Project Instruction Manual
2.3 2.4
Aconex documents referred to all above will be supplied upon request. Checking for compliance with the Project Documentation Manual and other information management requirements will be carried out on behalf of Lend Lease on a regular basis. Checking of CAD files will be carried out by the Lead Consultant using method agreed with the Project consultant team. HARDWARE REQUIREMENTS The Consultant / Subcontractor / Supplier must use appropriate hardware systems and services to complete its works. The following hardware is recommended as a minimum:-
3.
3.1 3.2 3.3 3.4
Computer. Any commercially available PC purchased within the last two years. Operating System. Windows 2000 or Windows XP or Mac OS X Internet Connection. Broadband (ADSL or cable or wireless) Antivirus. Purpose built antivirus software with current updates.
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3.5
Security Patches. Current updates as published by the manufacturer of the Operating System e.g. Microsoft updates. PROJECT (MAIL) CORRESPONDENCE Aconex mail Mail in Aconex refers to written correspondence between project members that previously would have been sent through an email system or by fax. All project related communication / correspondence, other than a Claim, on this project must be sent using Aconex. Other means of correspondence transfer, including email and facsimile are not to be used. Note: As part of the Organisation setup on Aconex, each project participant MUST have the setting Organisation Prefix-Correspondence Type turned on and setup in accordance with the code column in the table in Section 4.2 below. Your organisations Project Administrator should call the Aconex Help Desk on 1300 226 639 for assistance before sending any Aconex mail on the Project.
4. 4.1
4.2
Participation Organisation List The table below lists currently participating organisations and that organisations Aconex Project Administrator (and who will be responsible for adding users and requesting additions to the Project). It is important that the organisations Aconex Administrator attend a monthly meeting to share, raise and add value to the Document Management System. All outgoing correspondence may be copied to that persons Aconex Administrator.
TABLE 4.2
Organisation Role Major Hospital (MHPO) QLD Health Procurement Manager Principals Representative / Project Office Name QH Project Team Code QHP Aconex Administrator Julie Nimmo Don Glynn GCUH SPG Users Project Services Capital Insight N/A PRS CAP Julie Nimmo Graeme Pierce Bolyta Inthavong Kathryn Lonergan Lend Lease Project Management & Construction (Australia) Pty Limited GCUH Architecture Lend Lease Helen Lodge 07 3131 6630 07 3224 6806 07 5668 5031 07 5668 5030 07 3225 7171 Contact Details 07 3131 6630
Project Manager and Aconex Project Owner (PM) Managing Contractor (MC)
Architect and Principal Consultant (APC)
PSH
Faith Hutchinson Hayden Sully Louise Barbour
07 3232 1300
Quantity Surveyor (QS) Programmer (PRG) Engineering Services (ENG) Financial / Commercial Adviser Way Finding & Signage Document Management System
Davis Langdon Australia (DLA) Tracey Brumstorm & Hammond (TBH) GCUH Engineering KPMG Access All Ways Aconex
DLA TBH EJV KPM AAW ACX
Susan Youngberry John Weaver Lisa Collins Sabine Schleicher Bryce Tooliday Rebecca Sigrist
07 3221 1788 07 3368 3799 07 3167 3200 07 3233 3233 07 5457 3189 0411 210 023
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4.3
Mail Protocol. All Project specific communication, other than a Claim, must be sent via Aconex. Other means of documentation transfer including email and fax will not be accepted on this Project.
5.
SOFTWARE REQUIREMENTS The Consultant / Subcontractor / Supplier must use the appropriate software systems required to complete its works. The following software is required as a minimum:-
5.1
Browser Software (a) Microsoft Internet Explorer 6.0 or higher (b) Opera 9 or higher for Macintosh
5.2
Document Distribution Software Adobe Acrobat Reader current version (for viewing PDF files; free from www.adobe.com) Adobe Acrobat 5.0 or higher, configured to create PDF 1.4 files. (This application may need to be purchased by the Consultant / Subcontractor / Supplier) Note: Alternative product to create PDF s are not recommended. If alternative products to Adobe are used to create PDF files, they must be capable of producing PDF files that can be printed at correct scales and page / sheet sizes in accordance with the Lend Lease IT Asia Pacific PDF Manual.
5.3
System Requirements As Aconex will be the Document Management System used on the Gold Coast University Project, all Consultants, Subcontractors and Suppliers will need to provide their own internet access and Aconex recommends broadband.
6. 6.1
SUPPORTED FILE FORMATS File Formats Generally 6.1.1 6.1.2 All working files exchanged between companies within the Project team must use the following file formats and minimum versions. All files must be virus free. General Working Files. General working files must be exchanged in the format described in TABLE 6.2.1
6.2
Application Files 6.2.1
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TABLE 6.2.1
Initiator QH user Group Principa ls Rep
DEFAULT
Document Number Convention Progra mmer
ENG
APC
As-Built Drawing Drawing Shop Drawing Report
ABD DWG SHO REP
As-built drawings All drawings excluded as-built For all shop drawings which are to be issued for approval Any report not covered by specific category e.g. coast plan, conditions of consent, monthly report etc. For all meeting minutes Bill of Quantities Cost Plan For clear identification of building compliance documents e.g. authority approval. For contracts organisation All operating manuals All photographs All programs All project procedures All samples All specifications All Room Data Sheets / Layouts All technical data All completion documentation All schedules All design calculations All project presentations All types of project briefs All types of letters / handover between and any
PDF and DWG PDF and DWG PDF and DWG PDF
TSC
MC
PM
QS
Document Types
Code
Use
Format Required
QH Project
XXX-XX-XXX-ABD-######-xxx XXX-XX-XXX-DWG-######-xxx XXX-XX-XXX-SHO-######-xxx XXX-XX-XXX-REP-######-xxx
Meeting Minutes Bill of Quantities Cost Plan Building Compliance
MIN BOQ COP BCQ
PDF Various
XXX-XX-XXX-MIN-######-xxx XXX-XX-XXX-BOQ-######-xxx XXX-XX-XXX-COP-######-xxx XXX-XX-XXX-BCQ-######-xxx
PDF
Contract Operating and maintenance manual Photograph Program Project Procedures Sample Specifications Room Data Layouts Technical Data Completion / Handover Documentation Schedule Calculation Presentation Brief Letter Sheet /
CON OMM PHO PRO PPR SAM SPC RDS TED CHD SCH CAL PRE BRI LTR
PDF PDF PDF PDF PDF Various PDF Various Various Various Various PDF PDF PDF PDF
XXX-XX-XXX-CON-######-xxx XXX-XX-XXX-OMM-######-xxx XXX-XX-XXX-PHO-######-xxx XXX-XX-XXX-PRO-######-xxx XXX-XX-XXX-PPR-######-xxx
maintenance
XXX-XX-XXX-SAM-######-xxx XXX-XX-XXX-SPC-######-xxx XXX-XX-XXX-RDS-######-xxx XXX-XX-XXX-TED-######-xxx XXX-XX-XXX-CHD-######-xxx XXX-XX-XXX-SCH-######-xxx XXX-XX-XXX-CAL-######-xxx XXX-XX-XXX-PRE-######-xxx XXX-XX-XXX-BRI-######-xxx XXX-XX-XXX-LTR-######-xxx
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6.2.2 CAD Files. 6.2.1.1 All CAD drawings shall be prepared in accordance with the following: Project Services External Consultants Package Project Services Procedure No. PS411 Drafting AS 1100 Technical Drawing
The Project Services External Consultants Package contains files and programs to provide assistance to Consultants in the preparation of electronic documentation, which complies with Project Services requirements. Consultants should contact Project Services or Lend Lease to obtain a copy of the Project Services External Consultants Package. 6.2.1.2 CAD files must be exchanged in the following specifications:File Type CAD Application Description Autodesk AutoCAD / Minimum Version 2000 (2004 preferred) File Extension DWG
Free software to view AutoCAD files (Bentley View) OR mark-up / red-line and print to scale (Bentley Redline), is available through Lend Lease from Lend Lease design. Note: DXF or DGN is not an approved format for CAD file exchange using Aconex. 6.2.1.3 Graphical data within CAD files must be correctly located and oriented relative to a survey grid. E/N coordinate readout of any point in a CAD plan file shall be identified to its coordinates on the agreed survey grid. 6.2.1.4 All CAD files must use the same working units, as outlined in the Aconex Document Management System. 6.2.1.5 All objects in CAD files must be drawn once only where possible. In setting up standardised output files, reference files must be extensively used to maintain separation of data originating with different disciplines, or relating to different groups of construction elements. 6.3 Read-Only Files 6.3.1 Read-only files must be used when a document is issued for viewing purposes only, e.g. when a controlled document is issued, or when drawings are issued for markup. Where page based documents need to be distributed as read-only, all files must be in Adobe Acrobat PDF (Portable Document Format). The creator of a PDF may need to apply security to prevent editing of the document. Note: newer versions of Acrobat may include features that are inconsistent with the objective of issuing a read-only document e.g. CAD layers. It is the responsibility of the Consultant / Subcontractor / Supplier to check the contents of the created PDF file against the original application file before issuing. PDF files created from CAD The generation of PDF files from a CAD application must be based upon a standard postscript format with the output formatted as follows:6.3.5.1 Working Drawings: background) Monochrome Image (Black linework on white
6.3.2 6.3.3
6.3.4 6.3.5
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6.3.5.2 Presentation Drawings: Colour Image (Colour linework and fills on white background) 6.3.5.3 PDF files at true sheet size to scale as the original drawing 6.3.5.4 Consultant / Subcontractor / Supplier office standard plotting pen allocations must be adjusted for correct line weights, i.e. either by colour or line weight association suitable for viewing at A3 size as well as the original size. See Aconex Document management System for further detail. All drawings in PDF files must be exactly reproducible. This means they should be set up in such a way that the data, when printed, reflects the original hard copy exactly. 7. 7.1 DOCUMENTATION MANAGEMENT & DATA EXCHANGE Controlled Documents All documents requiring a revision status, such as drawings, sketches, specifications and schedules, shall be numbered using a system agreed with Lend Lease and as described in the Project instruction manual: Aconex Document Management System. 7.2 Drawing Conventions Drawing conventions shall be followed as agreed with Lend Lease. Unless otherwise agreed, the content of drawings generally must conform to the relevant standards applicable in the country in which the project is located. 7.3 Drawing Reviews The Consultant / Subcontractor / Supplier must review drawings with Lend Lease prior to formal issue and incorporate the reasonable requirements of Lend Lease. At the beginning of the Project, Lend Lease and the Consultant / Subcontractor / Supplier will agree a procedure for drawing reviews. 7.4 Data Exchange 7.4.1 7.4.2 7.4.3 7.4.4 Any digital files transferred between project participants by electronic means must be in the formats specified in this schedule and must be using Aconex. The Consultant / Subcontractor / Supplier shall only send files which they have created, and which are relevant to the purpose for which they are requested. The extent of data separation existing in CAD files must be maintained during file transfer; data from multiple sources must not be merged. All linework and text must be able to be edited within the native CAD application. That is, all linework must be vector-based. The drawing file must retain its CAD file structure. This includes layers / levels, line types, units, scales, drawing layout, fonts, block / cells and other standards common to the CAD application.
7.5
Transmittal All formal documents issued must be accompanied with a transmittal document listing the items, author and recipient details and date of issue. Transmittals accompanying digital file transfer must list the names of compressed files, the names and content of files contained within them and the purpose of the transfer.
7.6
Security It may be a criminal offence punishable by fines or imprisonment to:(a) (b) (c) obtain access to data without authority; damage, delete, alter or insert data without authority; authorise, review, sign-off electronically without authority.
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8. 8.1
ACONEX User Accounts All users of Aconex must have a valid account (username and password) that has been authorised by Capital Insight and Lend Lease. Registration can be completed on the Aconex website www.aconex.com
8.2
Company / Personal Contact Details The Consultant / Subcontractor / Supplier is responsible for the accuracy and ongoing maintenance of its company and individual profile details recorded in Aconex.
8.3
Notifications Notification of document activity, other than a Claim, is by email. Lend Lease takes no responsibility for notification by any means other than email.
8.4
Document Control Register 8.4.1 It is the responsibility of each Consultant / Subcontractor / Supplier to maintain its own section of the Document Control Register and to upload all required document issues on Aconex within the time frame agreed with Lend Lease. All documents uploaded to the Document Control Register are to be in Adobe Acrobat PDF format as specified in this schedule. This is to include non-CAD created drawings such as hand sketches. The Consultant / Subcontractor / Supplier will be responsible for any costs associated in publishing its documents if they are not submitted in the required formats as specified in this schedule. The Consultant / Subcontractor / Supplier is responsible for printing any hard copy document that is required from the Document Control Register at its own cost. The transfer of electronic files must be carried out using only Aconex. All transmittal notification for documents uploaded to the Aconex Document Control Register must be completed using the Aconex Transmittal module. For files uploaded to the File Transfer module, the Aconex File transfer document itself serves as the transmittal. All Requests For Information must still be completed using the Projectweb. Projectweb will be used for all transmittal. All Requests For Information must be either sent to or courtesy copied (cc) to the nominated Lend Leases Project representative. All Site Instructions will be issued using the Projectweb Site Instructions module. All correspondence is to be carried out using the Aconex Mail module.
8.4.2
8.4.3
8.4.4 8.5 8.6
File Transfer 8.5.1 8.6.1 Transmittal
8.7
Request For Information (RFI) 8.7.1 8.7.2
8.8 8.9 8.10
Site Instructions (SI) 8.8.1 8.9.1 Correspondence Modifications to the Lend Lease Information Management System 8.10.1 Lend Lease reserves the right to change or modify Aconex system. 8.10.2 Items stated in this document are subject to revision as a result of modifications to Aconex system.
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8.11
Misuse of System By its use of Aconex, the Consultant / Subcontractor / Supplier shall not be liable for any cost, expense, loss or damage, except to the extent that such cost, expense, loss or damage is caused by an act, omission, default or wilful misconduct on the part of the Consultant / Subcontractor / Supplier, its contractors, servants or agents.
9.1
Non-Conformances Lend Lease will issue notifications of NCRs to the Subcontractor via Aconex for environmental, health and safety incidents and near misses. The Subcontractor shall respond to the NCR with the appropriate actions taken to close out the NCR.
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APPENDIX S UBCONTRACT TERMS 1.1 Additional documents forming the Subcontract (a) Scope of Works titled Scope of Works th TP005705 Final Clean dated 7 November 2011 (pages 1 to 19); The Construction Programme titled, 101126_117542-DL-B CSB & IPU Nett Delivery Program (Summary Only Filter)_Rev B , dated 26 November 2010, revision B. The Traffic Management Plan, revision 07, dated 13 May 2009, reference TTM-MT-PRW-REP0005-PDF. The LL Subcontractors Guide to EH&S Compliance, dated 21 May 2004. The Lend Lease Project Management & Construction Global Minimum Requirements Sections 1 to 7, Revision 03, dated 18 March 2011. GCUH CSB and IPUs Housekeeping and Cleaning Guidelines for Subcontractors Rev 1, dated 8 November 2010, reference; 101108_CSB_IPU_Housekeeping Cleaning_Plan_rev.2.pdf. BLL Company EH&S Standards, dated 27 January 2005, reference; BLL Company EHS Standards 270105.pdf. BLL Guide to Safe Work Method Statement Checklist, dated 15 June 2009, reference; BLL SWMS Checklist 15-06-09.pdf. BLL GCUH Project IIF Initiatives List, dated 2 Sep 2009, reference; IIF Initiatives.pdf. GCUH Insurance and Claims Manual, dated January 2009, reference; Contract Works Insurance Manual.pdf. BLL GCUH Minimum Accommodation Standards, dated 25 May 2009, reference; Accommodation Standards_rev2_-090525.pdf.
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
1.1
Works
Final Clean to the CSB, SSB, WBS & WBW buildings. List any contractual stages that need to be met
1.1
Stages, if any
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otherwise state Nil 1.1 Subcontract Sum Lump Sum: the lump sum of .................................................................................... .................. ($............................) including provisional sums of $...if applicable..... for that part of the Works referred to in the Schedule of Subcontract Sum Details. The Senior Construction Manager, Gold Coast University Hospital Address: Level 18, 1 Eagle Street, Brisbane, QLD, 4000 Facsimile No: (07) 3225 7351 2.4 Subcontractors contact details Address: Facsimile No.:................................................. 2.2 1.1 Subcontractor's supervisor Clients name
Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971
2.4
Lend Leases contact details
18.1(a) 1.1
Date for Commencement Date for Substantial Completion Number of days after the Originating Date for the lodgement of the Prescribed Notice Schedule of Design Requirements Third party designs warranted by the Subcontractor Shop Drawings
[insert date] [insert date]
2.5
5 days
5.1
Does / Does not apply
5.2
Not Applicable
6.5
Scale of Drawings: Refer to Schedule of Information Management Size of Drawings: Refer to Schedule of Information Management
6.6
Period for provision of commissioning information
2 weeks after approval of Shop drawings.
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6.7
As-Constructed Drawings and other documents
Document Scale of Drawings: Refer to Schedule of Information Management Size of Drawings: Refer to Schedule of Information Management Maintenance and Operating Manuals: As required Other information provided: Nil to be
Time for provision 2 weeks after Substantial Completion of works
8.
Adjustment for Provisional Sums
Where the cost of provisional sum work under Clause 8(a) is greater than the percentage threshold above that originally stated in the Subcontract A = B x [ C ( D x (100 + E ) % ] Where: A = amount of the adjustment B = 10%, for additional profit, preliminaries and supervision and on and off site overhead C = Total Value of Provisional Sum Work in accordance with Clause 8(a) D = Amount for Provisional Sum Work stated in the Subcontract on the Date of the Subcontract E = 20 which, when added to 100 and expressed as a percentage will be the threshold above which the additional margin etc (ie B above) will apply) Where the cost of provisional sum work under Clause 8(a) is less than the percentage threshold below that originally stated in the Subcontract A = F x [ D x (100 G ) % - C ] Where: F = 10%, for reduced profit, preliminaries and supervision and on and off site overhead; and G = 20 which, when subtracted from 100 and
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expressed as a percentage will be the threshold below which the reduced margin etc (ie B above) will apply)
11.4
Schedule of National Code of Practice Requirements
Does apply
12.1(a)
Workers compensation insurance: Name of insurer Policy number Minimum common law cover
The Subcontractor shall effect and maintain Workers Compensation insurance
12.1(a)
Subcontractor to effect plant and equipment insurance? If yes: Name of insurer Policy number Amount of cover Expiration date
Yes/ No
. . $................................................................. Delete words not applicable.
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12.1(a)
Subcontractor to effect professional indemnity insurance? If yes: Name of insurer Policy Number Amount of cover Expiration date
Yes / No
. . $.............................................................................. Delete words not applicable . No
12.1(a)
Is the Subcontractor required to effect special asbestos and hazardous man made fibre insurance? If yes, details of the approved policy are:
12.1(a)
If Lend Lease has consented to the Subcontractor employing subcontractors to work on the Site, then the insurance details of the approved subcontractors are:
(a)
Approved sub-subcontractor name:... Workers Compensation Policy Details:.
(b)
Approved sub-subcontractor name:.. Workers Compensation Policy Details:.
(c)
Approved sub-subcontractor name:.. Workers Compensation Policy Details:. .
[Repeat for all approved sub-subcontractors and delete words not used] 12.2 Works and Public / Product Liability Insurance The Client will effect and maintain the insurances for the duration of the project including the Defects Liability Period. Details of the policies are available in the Project Insurance and Claims manual issued with the Invitation to Tender or otherwise available on request from Lend Lease.
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12.3(b)(i)
Damages under Head Contract
Liquidated damages do not apply under the Head Contract, instead general damages applies to a maximum of $200m except in respect of late completion for which the maximum is $50 million. Signed Subcontract Approved Project EH&S Plan Approved Project Quality Plan Approved plan for Industrial Management Evidenced Insurances Approved Apprenticeship & Training Plan
13.1
Restrictions on access to the Site (if any)
13.4
Working days
Monday to Saturday inclusive, excluding statutory and public holidays and recognised industry nonworking days. 7.00 am to 6:00 pm The items warranted: N/A to be Date of provision of warranties: Prior to commencement on site
13.4 14.2(c)
Working hours Supplier's Warranty
14.3
Quality Management System
3. Documented procedures for the following elements: Inspection & Test Plans (IT&Ps): Records and archiving Management of Non Conformances and Corrective Actions Other Yes Yes Yes As directed by Lend Lease As directed by Lend Lease As directed by Lend Lease
Nil
Where the Works also include design responsibility: Verification and Yes acceptance of If yes, specify for what design brief components of the Works: As directed by Lend Lease Design change No management Design Yes
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verification and approval
Design documentation control
If yes, specify for what components of the Works: As directed by Lend Lease Yes If yes, specify for what components of the Works: As directed by Lend Lease List:
Other design procedures required 14.8 Date for maintenance and protection Number of days for lodgement of notice Events entitling extension of time
Nil
Date of Practical Completion of the Project
18.2(b)(i)
5 days
18.3(a)
A breach of the Subcontract by Lend Lease; or Any Variation in accordance with Clause 20.1 (other than a Variation arising from an act or omission of the Subcontractors personnel). CSB - $58,000 per day IPU - $42,500 per day
18.7
Liquidated Damages NB: These do NOT include liquidated damages payable by Lend Lease under the Head Contract
19(a)
Defects Liability Period
52 weeks after the Date of Practical Completion of the Project 52 weeks
19(b)
Second Defects Liability Period Number of days for supply of measurements Day Labour Rates (Labour rates are inclusive of all associated costs including but not limited to overheads, profit, project and other allowances.)
21.1
10 days
20.4(b)(i)
Category:............................................................... Ordinary: Time & Half: Double: 10% $ ................ per hour $ ................ per hour $ ................. per hour
20.4(b)(iii)
Percentage for overhead and profit for Materials
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21.1
Threshold quantities in Schedule of Rates entitling adjustment to Subcontract Sum The time for making payment claims under the Subcontract until the Date of Substantial Completion Rate of retention Limit of retention Payments
Greater than 10% of quantities shown in the Schedule of Rates Less than 10% of quantities shown in the Schedule of Rates 20th of each month
21.2(a)
21.6(a)(i) 21.6(a)(i) 21.6(d)
10% of each progress payment 5% of the Subcontract Sum Lend Lease must pay an amount not less than the amount shown in a payment schedule on the date which is 25 Business Days after a valid payment claim is submitted in accordance with Clause 21.2(a) or deemed to have been submitted in accordance with Clause 21.2(b).
S CHEDULE OF INDUSTRIAL REQUIREMENTS 2(a)

Nominated director or senior representative of the Subcontractor .
S CHEDULE OF ENVIRONMENT, HEALTH AND S AFETY (EH&S ) REQUIREMENTS 4(d)(i) 5(f)(iii) EH&S supervisor Rehabilitation co-ordinator . ..
S CHEDULE OF PROGRAMMING REQUIREMENTS

2(a)(iii)(D) Lend Leases review and approval of shop drawings and other documents Minimum period to be allowed for Lend Leases initial review Minimum period to be allowed for subsequent Lend Lease review (ie after resubmission after amendment)
2 weeks
2 weeks
1 week
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2(b)
Subcontractors Programme
Must be submitted in the form of a Gantt Chart.
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SUBCONTRACT TERMS 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Interpretation 2 ADMINISTRATION 2.1 Lend Leases instructions 2.2 Subcontractors supervisor 2.3 Approval by Lend Lease 2.4 Subcontract notices 2.5 Requirements for Claims 2.6 Condition precedent 2.7 Lend Lease notices 2.8 Services of notices 2.9 Aconex 3 QUANTITIES 3.1 Priced Bill of Quantities 3.2 Deemed inclusions 4 SECURITY 4.1 Provision of security 4.2 Release of security 5 DESIGN 5.1 Schedule of Design Requirements 5.2 Suitability 6 DOCUMENTS 6.1 Copies of documents 6.2 Schedule of Information Management 6.3 Provision of Drawings and documents 6.4 Errors, omissions, ambiguities and discrepancies 6.5 Submission of shop drawings 6.6 Commissioning information for plant, equipment and Utilities 6.7 As-Constructed drawings and operation and maintenance manuals 6.8 Confidentiality and publicity 7 ASSIGNMENT AND SUBCONTRACTING 8 PROVISIONAL SUMS 9 SITE CONDITIONS 10 INTELLECTUAL PROPERTY RIGHTS 11 STATUTORY REQUIREMENTS 11.1 Authorisations 11.2 Compliance with industrial requirements 11.3 Schedule of Environment, Heath and Safety (EH&S) 11.4 Schedule of National Code of Practice Requirements 11.5 Greenhouse and Energy reporting
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12 INSURANCES AND LIABILITY 12.1 Subcontractor insurances 12,2 Works insurance 12.3 Subcontractor indemnity 12.4 Notification of claims 12.5 Proportionate liability 13 SITE 13.1 Access and use of the Site 13.2 Other properties 13.3 Utilities 13.4 Working hours 13.5 Cleaning 13.6 Access to Works and workshops 13.7 Co-operation 13.8 Making good 13.9 Removal of personnel 14 MATERIALS AND WORKS 14.1 Quality of Material and work 14.2 Warranties 14.3 Quality Management System 14.4 Covering up of work 14.5 Testing and samples 14.6 Costs of testing 14.7 Defects 14.8 Maintenance and protection 14.9 Work and Materials by Lend Lease or others 15 FACILITIES 15.1 Facilities by Lend Lease 15.2 Facilities by the Subcontractor 16 PROGRAM 17 SUSPENSION 17.1 Suspension of the Works 17.2 Sub-subcontractor suspension and indemnity 18 TIME 18.1 Commencement and Substantial Completion 18.2 Claim for extension of time 18.3 Entitlement to extension of time 18.4 Extension of time due to Variation after Date for Substantial Completion 18.5 Limit of extension of time 18.6 Lend Lease may extend 18.7 Liquidated damages 18.8 Sole remedy 19 DEFECTS LIABILITY PERIODS
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20 VARIATIONS 20.1 Timing and scope or requests 20.2 Detailed design 20.3 Measurement of Variations 20.4 Valuation of Variations 20.5 Lend Lease may carry out 21 MEASUREMENT, PAYMENT AND ADJUSTMENT OF THE SUBCONTRACT SUM 21.1 Measurement of Works 21.2 Payment claims 21.3 Valuation of the Works 21.4 Payment for off Site or unfixed Materials 21.5 Conditions precedent to a payment claim 21.6 Payment schedule and payment 21.7 Payments to Subcontractors subcontractors 21.8 Final Statement, Final Certificate, Deed of Release 21.9 Release of Claims 21.10 Set off 21.11 Inspection of Subcontractors records 22 TERMINATION 22.1 Preservation of other rights 22.2 Default by the Subcontractor 22.3 Insolvency 22.4 Subcontractors deregsitration or non compliance with industrial, environment, health and safety standards 22.5 Provisions on termination 22.6 Works taken out of the hands of the Subcontractor 22.7 Termination of the Head Contract 22.8 Termination for convenience 22.9 Termination for Change in Control 23 SETTLEMENT OF DISPUTES 23.1 Notice of dispute 23.2 Conference 23.3 Expert appraisal 23.4 Court 23.5 Consolidation of Head Contract disputes 23.6 Related Subcontract disputes 24 PREFERRED SUPPLIER BENEFITS 25 GST 25.1 Goods and Services Tax (GST) 25.2 Recipient Created Tax Invoices 25.3 Interpretation
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1. 1.1
DEFINITIONS AND INTERPRETATION Definitions
In the Subcontract, unless the context requires otherwise: Aconex An internet based system for the centralised management of Project information accessed by a web browser. the Appendix annexed to the Instrument of Agreement. has the meaning under the Copyright Act 1968 (Cth). includes any Commonwealth, State or local authority or organisation which has jurisdiction affecting the Works, the Site, the Subcontractor's personnel or with whose systems the Works are or will be connected. the bill of quantities, if any, forming part of the Schedule of Subcontract Sum Details. Any day other than: (i) (ii) a Saturday, Sunday or public holiday; or 27, 28, 29, 30 or 31 December.
Appendix Author Authority
Bill of Quantities Business Day
Change in Control
(a) (b)
a person who has not previously Controlled another person, begins to Control them; or a person who has previously Controlled another person, ceases to Control them.
Claim
a claim, including a payment claim, for any right or remedy whatsoever (including in tort for negligence) arising out of or in connection with the subject matter of the Subcontract, including any claim for Losses or an extension of time. the other party or parties with Lend Lease to the Head Contract named in the Appendix. includes concept designs other than preliminary information. of a corporation includes the direct or indirect power to directly or indirectly: (a) direct the management or policies of the corporation; or
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Client Concept Designs Control
(b)
control the membership of the board of directors,
whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that corporation or otherwise. Controlled has a like meaning. Date for Commencement Date for Substantial Completion Date of Practical Completion of the Project Date of Substantial Completion Defect Defects Liability Period the date stated in the Appendix. the date or dates stated in the Appendix, as adjusted in accordance with the Subcontract. the date on which Lend Lease brings the Project or a relevant stage thereof to Practical Completion (as defined in the Head Contract). the date or dates on which the Works or a Stage is brought to Substantial Completion. Includes omissions and any other matter not in accordance with the Subcontract. in relation to each Stage, or if no Stages, the Works, the period stated in Clause 19(a), as may be extended by the Second Defects Liability Period. the drawings and other documents stated in the Schedule of Drawings. the certificate referred to in Clause 21.8(b). a statement, in the form of a statutory declaration, signed by an authorised employee of the Subcontractor, of all Claims by the Subcontractor arising out of or in connection with the Subcontract or the Works, including those extensions of time already granted or amounts already paid in part or in full. has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth). the agreement, arrangement or understanding with the Client under which Lend Lease will execute certain work and of which the Works form part. the document to which these Subcontract Terms are attached.
Drawings Final Certificate Final Statement
GST Head Contract
Instrument of Agreement
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Intellectual Property Rights
all statutory and other proprietary rights (save for any Moral Rights) in respect of inventions, innovations, patents, utility models, designs, circuit layout, mask work rights, copyrights (including future copyright), confidential information, trade secrets, know how, trade marks and all other rights in respect of intellectual property. include losses, costs, expenses, damages. include equipment, goods and plant (temporary or otherwise). has the meaning given in the Copyright Act 1968 (Cth). means the earlier of the date: (a) when the Subcontractor:
Losses Materials Moral Rights Originating Date
(i) (ii)
(b)
becomes aware; or ought reasonably to have become aware; or
of the first occurrence,
of the matter upon which a Claim is based. Personal Information Prescribed Notice has the meaning given in the Privacy Act 1988 (Cth). a written notice which states: (a) (b) that it is a notice under Clause 2.5; in detail the relevant facts on which the Claim is based or alleged to arise sufficient to permit its verification; the legal bases of the Claim and any relevant terms of the Subcontract relied upon; and the quantum or likely quantum of the Claim with detailed particulars of the method of calculation.
(c)
(d)
Project
the project to be completed by Lend Lease under the Head Contract and of which the Works are a part. the internet based system developed and owned by Lend Lease for the centralised management of Project information accessed via a web browser, or such other information communication system as Lend Lease directs.
Project Web
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Proportionate Liability Legislation Protected Information Provisional Sum Work Quality Management System
the Civil Liability Act 2003 (Qld); has the meaning given in the Privacy Act 1988 (Cth). the work to which a provisional sum applies. those documented systems, policies and procedures stated in the Appendix to ensure the Works (including any design) are in accordance with the requirements of the Subcontract. the document referred to in the Appendix. the period stated in the Appendix. the land, structures or other places made and to be made available to Lend Lease by the Client for the purposes of the Head Contract and any other land, buildings or places which Lend Lease advises the Subcontractor form part of the Site. all matters concerning the Site and surroundings including but not limited to: (a) (b) its
Scope of Works Second Defects Liability Period Site
Site Conditions
conditions in, upon, below the surface of and surrounding the Site; conditions existing within structures situated upon, below the surface of or surrounding the Site; conditions of access to, from and within the Site for the purposes of carrying out the Works; heritage, preservation affecting the Site; or other orders
(c)
(d) (e) (f) Specification SOP Legislation Stage Statutory Requirement Subcontract
Utilities servicing the Site; or hydrological and climatic conditions.
the document(s) referred to in the Appendix. the Building and Construction Payments Act 2004 (Qld); Industry
the part or parts of the Works stated in the Appendix. Refer to the Schedule of State Requirements (a) (b) (c) (d) the Instrument of Agreement; the Schedule of Subcontract Sum Details; the Schedule of Rates; the Drawings listed in the Schedule of
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Drawings; the Schedule of Subcontractors Warranty; the Schedule of Facilities; the Schedule of Information Management; the Appendix; this document; the Schedule of Industrial Requirements; the Schedule of Environment, Health and Safety (EH&S) Requirements; (l) the Schedule of Programming Requirements (m) not used; (n) the Schedule of Supplier's Warranty; (o) the Schedule of Expert Appraisal; (p) the Schedule of Design Requirements and Deed of Adherence and Warranty; (q) Draft National Greenhouse and Energy Reporting System Monthly Report (r) the Schedule of State Requirements; and other documents referred to in the Appendix. (e) (f) (g) (h) (i) (j) (k) Subcontract Sum the amounts stated in the Appendix or such other sum or sums as may become payable under the Subcontract. the Subcontractor, its employees, subcontractors consultants, suppliers and agents and their respective employees and "its personnel" will be construed accordingly. has the meaning given to it in the Schedule of Programming Requirements. a separate warranty, in the form of the Deed Poll contained in the Schedule of Subcontractors Warranty, for each person named in the schedule to the Deed Poll. when:
Subcontractor's personnel
Subcontractors Programme Subcontractors Warranty
Substantial Completion
(a)
the Works or a Stage are complete except for minor omissions and minor Defects:
(i)
which do not prevent the Works or the Stage from being reasonably capable of being occupied and used for its intended purpose; in relation to which Lend Lease determines that there are reasonable grounds for not promptly correcting them; the making good of which will not prejudice the convenient use of the Works or the Stage; and which do not cause
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(ii)
(iii)
(iv)
legal
impediment to the use of the Works or the Stage;
(b)
those tests which are required by the Subcontract to be carried out and passed before the Works or the Stage are handed over to Lend Lease have been carried out and passed; Materials, documents and other information required under the Subcontract which are reasonably necessary for the use, operation and maintenance of the Works or the Stage, have been supplied to Lend Lease; warranties which the Subcontractor is required to provide under this Subcontract for the Works or the Stage have been supplied; and any other activities which are required by the Subcontract to be completed before the Works or the Stage are handed over to Lend Lease have been completed.
(c)
(d)
(e)
Suppliers Warranty
a separate warranty, in the form of the Deed Poll contained the Schedule of Suppliers Warranty, for each person named in the schedule to the Deed Poll. the provision of air conditioning, communications, compressed air, drainage, electricity, gas, hydraulics, sewerage, water and the like. any of the following:
Utilities
Variation
(a) (b) (c)

(d) Works
an increase or decrease in or omission from the Works; a change in the character or quality of material or work; a change in the levels, lines, positions or dimensions of a part of the Works; or execution of additional work.
the whole of the works described in the Appendix to be executed in accordance with the Subcontract, including Variations provided for by the Subcontract, which by the Subcontract is to be handed over to Lend Lease.
1.2
Interpretation
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(a) (b)
The laws of the State of Queensland will govern the Subcontract and arbitration, litigation or other dispute resolution procedures. If any notice is to be given or any other act, matter or thing is to be done on a specified day and that day falls on a day which is not a Business Day then it must be given or done on the next day which is a Business Day. Each of the indemnities contained in the Subcontract will:
(c)
(i)
not be affected by reason of an act, default or omission of the party entitled to the benefit of the indemnity (except as expressly provided to the contrary in the Subcontract); survive the termination of the Subcontract.
(ii)
(d) (e) (f)
The Subcontract will not be construed to the disadvantage of a party on the basis of that party putting forward the Subcontract. No Variation of any term of the Subcontract will be effective unless it is in writing and signed by Lend Lease. No waiver of a breach of the Subcontract by the Subcontractor or of any rights of Lend Lease (including but not limited to rights to insist upon the giving of notices) or arising upon default by the Subcontractor under the Subcontract will be effective unless it is in writing and signed by Lend Lease. A waiver of one breach or right by Lend Lease will not amount to a waiver in respect of any other breaches or rights. Headings are not to be used in interpreting the Subcontract. Except to the extent that the context indicates otherwise, a reference to: (i) (ii) one gender includes all genders; the singular includes the plural and the plural includes the singular and where any word or phrase is defined, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; a person includes bodies corporate and vice versa; a legislative requirement, code or standard includes a reference to it as amended at any time; and an Act includes a reference to any regulations or other instruments made under that Act, that Act as amended from time to time and any Act which replaces the Act.
(g) (h)
(iii) (iv) (v) (i) (j) (k) (l)
The words "including", include or includes shall be construed as if followed by the words "without limitation". If a party to the Subcontract includes more than one person then the Subcontract binds them jointly and each of them severally. Invalidity of any provision of the Subcontract shall not affect the validity of any other provision except to the extent made necessary by the invalidity. The Subcontract constitutes the entire agreement between the parties in respect of the subject matter of the Subcontract and supersedes all prior agreements, representations, warranties, promises, statements, negotiations and letters.
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2. 2.1
(a) (b)
ADMINISTRATION Lend Leases instructions Lend Lease may issue drawings, instructions or directions arising out of or in connection with the Site, the Works or the Project. The Subcontractor must comply with drawings, instructions or directions issued by Lend Lease within the time instructed by Lend Lease. Subcontractor's supervisor The Subcontractor warrants that the supervisor nominated in the Appendix has authority to act on behalf of the Subcontractor in all matters relating to the Works except those matters for which another representative of the Subcontractor is nominated under the Subcontract. The Subcontractor must ensure that at all times during the execution of the Works the Subcontractor's supervisor is present on the Site. Any instructions given to the Subcontractor's supervisor by Lend Lease will be deemed to be given to the Subcontractor. The Subcontractor must not change the supervisor without Lend Lease's written consent, which must not be unreasonably withheld. Approval by Lend Lease Lend Lease assumes no duty to give advice to the Subcontractor or to supervise the Subcontractor to ensure performance of its obligations under the Subcontract or to exercise its discretion for the benefit of Subcontractor. The receipt, comment, approval, review, direction, instruction or checking by Lend Lease of construction means, methods and techniques, designs, drawings (including shop drawings), plans, diagrams, samples, substitutes, measurements, sequences and procedures (including any Quality Management System or EH&S management system) or other matters employed by the Subcontractor in the execution of the Works (or Lend Leases failure to do any of these things) will not:
2.2
(a)
(b) (c) (d)
2.3
(a)
(b)
(i) (ii) (iii) (iv) 2.4
relieve the Subcontractor of its obligations under the Subcontract; constitute or be construed as an order or instruction for a Variation to the Works; entitle the Subcontractor to any Claim or prejudice any of Lend Leases rights against the Subcontractor.
Subcontract Claims (including payment claims)
All Claims, which includes payment claims expressly required under the Subcontract to be given by the Subcontractor must be: (a) marked to the attention of the person, and sent to Lend Leases address, stated in the Appendix (or such other person and/or address as Lend Lease may notify to the Subcontractor); in the specified form, containing all required details;
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(b)
(c) (d)
given within the specified time; and sent by the methods stated in Clause 2.8(a)(i)-(ii). Requirement for Claims
2.5
Any Claim by the Subcontractor, the communication of which is not expressly required by the Subcontract, must be: (a) marked to the attention of the person, and sent to Lend Leases address, stated in the Appendix (or such other person and/or address as Lend Lease may notify to the Subcontractor); in the form of a Prescribed Notice; given within the number of days of the Originating Date specified in the Appendix; and sent by the methods stated in Clause 2.8(a)(i)-(ii). Condition precedent
(b) (c) (d)
2.6
It is a condition precedent to any Claim by the Subcontractor that the Subcontractor complies with Clauses 2.4 or 2.5 (as applicable) and the Subcontractor hereby releases and discharges Lend Lease from any such Claim to the extent the Subcontractor does not so comply.
2.7
Lend Lease Claims
All Claims to be given by Lend Lease to the Subcontractor must be sent to the Subcontractors address stated in the Appendix (or such other address as the Subcontractor may notify to Lend Lease).
2.8
(a)
Service of Claims A Claim required to be given or served will be deemed to have been received at the earlier of the time of actual receipt and:
(i) (ii)
(b)
if the Claim is delivered by hand to the receiver, at the time of delivery; and if the Claim is posted in a postage paid envelope addressed to the receiver, 3 days from the date of posting.
The parties agree that a payment schedule or Final Certificate may be in hard copy or electronic form and may be provided in hand, by post, by facsimile, by email or other electronic manner to any address previously provided by the Subcontractor. Aconex
2.9
All documents, notices and other correspondence other than those comprising a Claim, shall be sent by electronic transmission via Aconex.
3. 3.1
QUANTITIES Priced Bill of Quantities
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To the extent the Subcontract Sum is a lump sum and a Bill of Quantities has been supplied to the Subcontractor: (a) Lend Lease will not be obliged to make any payment to the Subcontractor under this Subcontract, until the Subcontractor has priced the Bill of Quantities in a manner acceptable to Lend Lease; the Bill of Quantities must be priced so that the total of the extended quantities equals the lump sum. If the Bill of Quantities is not priced in a manner acceptable to Lend Lease, Lend Lease may, on behalf of the Subcontractor, price the Bill of Quantities; and Lend Lease will not be liable for any Losses suffered by the Subcontractor arising out of or in connection with the actual quantities differing from those in a Bill of Quantities. Deemed inclusions
(b)
(c)
3.2
The rates or prices in the Bill of Quantities or Schedule of Rates are deemed to include the cost of all work and Materials to be provided by the Subcontractor under the Subcontract. Where an item of work or Materials does not appear in the Bill of Quantities or Schedule of Rates or is unpriced by the Subcontractor the costs associated with that item will be deemed to be included in the rates or prices generally.
4. 4.1
SECURITY Provision of security
In lieu of the retention referred to in Clause 21.6(a)(i), the Subcontractor may at any time provide two identical unconditional and irrevocable undertakings, in a form, and provided by a bank or financial institution, acceptable to Lend Lease for an aggregate amount equal to the limit of the retention referred to in the Appendix. If such undertakings are provided, Lend Lease must not deduct retention money.
4.2
(a)
Release of security Subject to Clause 14.7(c), upon the later of:
(i) (ii) (iii) (iv)
Practical Completion of the Head Contract; Substantial Completion; receipt by Lend Lease of the deed of release under Clause 21.8(e); and receipt by Lend Lease of a written request from the Subcontractor for release of either an undertaking or money retained under Clause 21.6(a)(i),
Lend Lease must release to the Subcontractor either one undertaking or one half of the money retained under Clause 21.6(a)(i) as applicable. (b) Upon the later of:
(i) (ii)
all of the Subcontractors obligations under the Subcontract having been fully performed, including the making good of all Defects; the expiration of the last Defects Liability Period; and
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(iii)
receipt by Lend Lease of a written request from the Subcontractor for release of either an undertaking or money retained under Clause 21.6(a)(i),
Lend Lease must release to the Subcontractor either the remaining undertaking or the balance of the money retained under Clause 21.6(a)(i), as applicable. (c) Lend Lease assumes no fiduciary obligation to the Subcontractor and no trust will arise in relation to the money retained under Clause 21.6(a)(i). Lend Lease will not be obliged to invest, or to account for any advantage that it may derive from, such money. Whilst any Claim or dispute remains unresolved between Lend Lease and the Subcontractor, Lend Lease will not be obliged to return, nor the Subcontractor entitled to request the return, of any undertaking or money retained under Clause 21.6(a)(i).
(d)
5. 5.1
DESIGN Schedule of Design Requirements
The Subcontractor must comply with the Schedule of Design Requirements, unless indicated otherwise in the Appendix.
5.2
Suitability
The Subcontractor must ensure that all designs proposed or specified by the Subcontractors personnel, or indicated in the Appendix, are suitable in all respects for their intended purposes.
6. 6.1
DOCUMENTS Copies of documents
If the Subcontractor is unable to obtain any document on Project Web or Aconex and requests Lend Lease to supply copies of such documents, the copies will be supplied by Lend Lease and the cost thereof will be moneys due and payable from the Subcontractor to Lend Lease.
6.2
Schedule of Information Management
The Subcontractor must comply with all requirements of the Schedule of Information Management unless otherwise agreed in writing with Lend Lease.
6.3
Upon: (a) (b)
Provision of Drawings and documents
Substantial Completion; or the termination of the Subcontract,
the Subcontractor must provide to Lend Lease all drawings and documents (including approvals by all Authorities) relating to the Works which are in the possession of the Subcontractors personnel.
6.4
Errors, omissions, ambiguities or discrepancies
If either party becomes aware of an error, omission, ambiguity or discrepancy in the Subcontract it must immediately give written notice to the other party of the error, omission, ambiguity or
Major Works Subcontract: QLD: Gold Coast University Hospital 116322 / 117541 (7.01) 08.07.09 Page 49
discrepancy and, in the case of the Subcontractor, before the Subcontractor commences the affected Works. Lend Lease must issue written instructions to the Subcontractor explaining, determining or correcting any such errors, omissions, ambiguities or discrepancies. Any instruction issued by Lend Lease under this Clause 6.4 in respect of any ambiguity or discrepancy is not a Variation and Lend Lease will not be liable for any Losses incurred by the Subcontractor arising from any instruction issued by Lend Lease under this Clause 6.4 in respect of any ambiguity or discrepancy.
6.5
Submission of shop drawings
By the dates specified in the Subcontractor's Programme, the Subcontractor must provide shop drawings to Lend Lease to the scales and the drawing sizes stated in the Appendix. The Subcontractor shall ensure that arrangement or outline drawings identify all types and sizes of electrical, mechanical and other components, principal dimensions, access and part dimensions, sizes and dimensions of anchor bolt holes, forces generated (if any) and clearances necessary (if any). For the purpose of this clause "shop drawings" includes penetration drawings which accurately detail all penetrations.
6.6
Commissioning information for plant, equipment and Utilities
Within the period stated in the Appendix, the Subcontractor must provide to Lend Lease all reasonable information regarding the commissioning of plant, equipment and Utilities including, but not limited to: (a) (b) a full list of all approvals required to be given by relevant authorities; and a full list of all Materials, Utilities and work which must be completed by Lend Lease or others and other requirements which must be satisfied before commissioning can commence. As-Constructed Drawings and operation and maintenance information
6.7
The Subcontractor must provide to Lend Lease in a form acceptable to Lend Lease: (a) (b) (c) as-constructed drawings for the Works to the scales and sizes stated in the Appendix; all maintenance and operating manuals referred to in the Specification and/or the Appendix; all Materials (including spares), documents, operating tools, keys and other information stated in the Appendix or the Specification relating to the use, operation and maintenance of the Works; and the names, addresses and telephone numbers of the Subcontractors maintenance supervisor and personnel,
(d)
by the dates specified in the Subcontractor's Programme and/or the Appendix.
6.8
Confidentiality and publicity
The Subcontractor must ensure that information: (a) (b) provided to or obtained by the Subcontractor in connection with the Subcontract, the Works or the operations of Lend Lease or the Client, including via Aconex and Project Web; or contained in any documentation prepared by the Subcontractor; or
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(c)
which relates to the Subcontract,
will not be used by the Subcontractor or any other person or advertised, published, released, supplied or communicated to any other person for any purpose other than the execution of the Works in accordance with the Subcontract without Lend Lease's prior written consent.
7.
(a)
ASSIGNMENT AND SUBCONTRACTING The Subcontractor must not assign any of its rights under the Subcontract or subcontract the Works or part of the Works without the prior written approval of Lend Lease. Notwithstanding the engagement by the Subcontractor of any other party (including subcontractors or suppliers), the Subcontractor remains wholly responsible for the carrying out of the Works and in addition shall be liable for all acts or omissions of each such party as if they were acts or omissions of the Subcontractor. Lend Lease may assign its rights and benefits under the Subcontract. To the extent that any provision of the Subcontract provides for Lend Lease carrying out or completing any part of the Works whether on the behalf of the Subcontractor, or otherwise, Lend Lease may have that work carried out by a third party.
(b) (c)
8.
(a)
PROVISIONAL SUMS A provisional sum included in the Subcontract shall not of itself be payable but where, at the direction of Lend Lease, any or all Provisional Sum Work is performed, the difference between the provisional sum and: (i) (ii) an agreed price; or, failing agreement, the actual cost,
(in each case excluding profit, overheads, preliminaries and supervision costs) incurred by the Subcontractor and verified to Lend Leases satisfaction, will be added to or deducted from the Subcontract Sum. (b) Where the total amount payable under Clause 8(a) (otherwise than by reason of a Variation) is greater or less than the Provisional Sum Work as at the date of the Subcontract by the percentage thresholds stated in the Appendix, the Subcontract Sum will be adjusted by an amount calculated in accordance with the formula stated in the Appendix. If Lend Lease instructs the deletion of any or all Provisional Sum Work, this work may be carried out by or on behalf of Lend Lease.
(c)
9.
(a)
SITE CONDITIONS Promptly upon discovering any Site Conditions, which could not reasonably be anticipated by a suitably qualified contractor, (including artefacts), the Subcontractor shall notify Lend Lease, indicating the type of condition and its location. Lend Lease may issue directions as to how the Site Condition is to be dealt with. The Subcontractor must comply with any such direction without delay.
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(b) (c)
The Subcontractor will be entitled to a Variation for any Site Conditions of the type described in Clause 9(a). The Subcontractor acknowledges that it has not relied and is not entitled to rely on the adequacy or accuracy of information made available or provided to the Subcontractor arising out of or in connection with any Site Condition.
10.
(a)
INTELLECTUAL PROPERTY RIGHTS Copyright and ownership in all design and other information specifically provided or prepared by or on behalf of the Subcontractor for the Project vests in Lend Lease and the Subcontractor will have a licence to use such design and information for the purpose of performing the Works. The Subcontractor grants to Lend Lease and to the Client a non-exclusive, royalty-free, irrevocable and transferable licence (to arise immediately upon the creation of any relevant material, and including a right to sub-licence) in perpetuity to use, exercise, reproduce, communicate, adapt and modify all Intellectual Property Rights in any other design or information provided or prepared by or on behalf of the Subcontractor for the Project for any purpose arising out of or in connection with the Project (and must do all things reasonably necessary to give effect to such grant). If Lend Lease provides any Concept Designs then the copyright and ownership of the Concept Designs remains with Lend Lease and the Subcontractor will have a licence to use the Concept Designs for the purpose of performing the Works. The Subcontractor must ensure that, in respect of any Concept Designs, all its drawings identify:
(b)
(c)
(d)
(i) (ii)
(e)
that copyright in the Concept Design is held by Lend Lease; and that Lend Lease is the concept architect or designer as the case may be.
The Subcontractor warrants that it has procured, or will procure, (without coercion) from all directors, other officers, employees, subcontractors and consultants employed or engaged to perform any part of the Works who are or may be an Author:
(i)
the Authors agreement not to sue, enforce any claim, bring any action or otherwise exercise any remedy that the Author may have in respect of the designs and other information referred to in Clauses 10(a) and 10(b) against Lend Lease or the Client or any third party to whom Lend Lease or the Client sub licenses the right to use, reproduce, communicate, adapt, vary or amend such designs or information (SubLicensee); and the Authors consent to Lend Lease and the Client to:
(ii)
A. B.
name the Authors designs and other information after the Project or any other person or thing; modify, alter, adapt, distort or otherwise change any part of the Authors designs or other information as Lend Lease and the Client see fit in their absolute discretion; adapt, translate, change, relocate, demolish or destroy any two or three dimensional reproduction of the Authors designs and other information without having to notify or consult with the Author;
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C.
D. E.
exercise any rights in relation to the designs and other information without identifying the Author as the author; and use the Authors designs and other information whether changes have been made or not in any context and with or without other material in any way Lend Lease or the Client sees fit, even if the Author considers that their reputation and honour is prejudiced.
(f)
The Subcontractor warrants that:
(i) (ii)
it will not breach any Intellectual Property Rights or Moral Rights of any person in performing the Works; it owns or has a licence in all Intellectual Property Rights in all designs and information and is able to grant the assignments and licences under the Subcontract; and use by Lend Lease, the Client or other Sub-Licensee of any designs and information under this Clause 10 will not infringe any Intellectual Property Rights or Morals Rights of any person, nor breach any Statutory Requirements.
(iii)
(g)
The Subcontractor indemnifies Lend Lease against:
(i) (ii)
any Claim by any third party (including an Author); or all Losses suffered or incurred by Lend Lease,
arising out of or in connection with any breach by the Subcontractor of Clause 10. (h) If a third party prevents or threatens to prevent Lend Lease, the Client or other SubLicensee from using the Intellectual Property Rights licensed under this Clause 10 then (without limiting any other rights Lend Lease may have) the Subcontractor must, at Lend Leases option and the Subcontractors cost either: (i) (ii) procure for those indemnified, on reasonable commercial terms, the right to retain possession and continued use of the Intellectual Property Rights; or replace or modify the items which contain infringing or allegedly infringing Intellectual Property Rights in a manner reasonably acceptable to those indemnified, such that the infringement ceases and the quality, performance or usefulness of the items is not degraded.
11. 11.1
(a) (b) (c)
STATUTORY REQUIREMENTS Authorisations The Subcontractor must comply with, and give all notices (including providing copies to Lend Lease upon request) required by, all Statutory Requirements. The Subcontractor must pay fees or charges legally demandable under all Statutory Requirement. The Subcontract Sum will be adjusted by the amount of any increase in fees or charges under Clause 11.1(b) which occurs after the date of the Subcontract and which is paid by the Subcontractor.
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11.2
(a)
Compliance with industrial requirements Prior to commencing work on the Site, the Subcontractor must make itself aware of all Statutory Requirements relating to industrial matters which may apply to the Works or the Site, including all relevant enterprise agreements, codes of practice and implementation guidelines. Without limiting Clause 11.1, the Subcontractor must ensure that the Subcontractors personnel comply with:
(b)
(i) (ii)
those matters referred to in Clause 11.2(a); and the Schedule of Industrial Requirements,
unless otherwise agreed in writing with Lend Lease.
11.3
Schedule of Environment, Health and Safety (EH&S)
The Subcontractor must comply with the Schedule of Environment, Health and Safety (EH&S), unless otherwise agreed in writing with Lend Lease.
11.4
Schedule of National Code of Practice Requirements
The Schedule of National Code of Practice Requirements does not apply.
11.5
Greenhouse and Energy reporting
The Subcontractor must: (a) (b) (c) record; report in a form directed by Lend Lease from time to time; and on request, make available for inspection by Lend Lease or its representatives,
information in connection with greenhouse gas emissions, energy production and energy consumption to enable any controlling corporation of Lend Lease to comply with the National Greenhouse Energy Reporting Act 2007, including, with each progress claim, providing to Lend Lease: (d) (e) a monthly report signed by an authorised employee of the Subcontractor in the form of the attached Draft National Greenhouse and Energy Reporting System Monthly Report; and copies of all supporting invoices, dockets, receipts records and other information.
12. 12.1
(a)
INSURANCES AND LIABILITY Subcontractor insurances The Subcontractor must effect and maintain the insurances required by the Appendix in a form acceptable to Lend Lease, such acceptance not to be unreasonably withheld. When requested by Lend Lease, the Subcontractor shall provide certificates of currency for each insurance policy required to be effected under the Subcontract. The Subcontractor must effect workers compensation insurance required under the Subcontract by the earlier of the date of the Subcontract or the commencement of the
(b)
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Works and such insurance must be maintained until the later of the expiry of the last Defects Liability Period or the completion of the making good of Defects.
(c)
The Subcontractor must effect any plant and equipment insurance required under the Subcontract by the earlier of the date the Subcontract or the commencement of the Works and such insurance must be maintained until the Date of Substantial Completion of the Works. The Subcontractor must effect any professional indemnity insurance required under the Subcontract before the Subcontractor commences professional duties (whether in respect of design, specification, supervision or otherwise) and such insurance must be maintained for not less than 6 years after the expiry of the last Defects Liability Period. A copy of any Asbestos and Hazardous Man Made Fibre insurance required under the Subcontract must be provided to Lend Lease prior to commencement on Site. In relation to any subcontractor approved by Lend Lease, the Subcontractor must ensure that policies stated in the Appendix are effected by the earlier of the date of the Subcontract or the commencement of the Works and must be maintained until the later of the expiry of the last Defects Liability Period or the completion of the making good of Defects. Works and Public / Product Liability insurance The Client will effect and maintain the Works and Public / Product Liability insurances as set out in the Appendix. The Subcontractor must bear any amount which is not recovered by Lend Lease on a claim made by Lend Lease on behalf of the Subcontractor under the policies, including any deductible or excess which is paid or payable by Lend Lease under the policies. Subcontractor indemnity The Subcontractor indemnifies Lend Lease against all Losses which Lend Lease suffers or is liable for arising out of or in connection with an act or omission of the Subcontractor, the Subcontractors personnel or their visitors. The Subcontractors liability under this Clause 12.3 includes, in circumstances where the Subcontractor has breached the Subcontract: (i) Losses arising as a consequence of Lend Lease becoming liable to pay any additional amount or damages under the Head Contract. The Subcontractor acknowledges the damages payable by Lend Lease under the Head Contract are stated in the Appendix; and any payment by Lend Lease to a third party in circumstances where Lend Lease is not legally obliged to make such payment, including where a clause similar (or similar in effect) to Clause 18.8 exists in an agreement with such third party, but Lend Lease, in its sole discretion, elects to not rely on that clause.
(d)
(e) (f)
12.2
(a) (b)
12.3
(a)
(b)
(ii)
(c)
The indemnity under Clause 12.3(a) shall be reduced:
(i)
proportionally to the extent that such Losses are caused by a breach of the Subcontract by Lend Lease or the negligence of Lend Lease; or
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(ii)
where the relevant act or omission has delayed completion of the Works or part thereof, by the amount of liquidated damages paid by the Subcontractor to Lend Lease under Clause 18.7 to the extent such payments have made good the Losses for which Lend Lease has suffered or is liable.
12.4
Notification of claims
The Subcontractor shall, as soon as practicable, inform Lend Lease in writing of any occurrence that may give rise to a claim under a policy of insurance required to be effected for the Project and shall keep Lend Lease informed of subsequent developments concerning the claim.
12.5
Proportionate liability
To the maximum extent permitted by law, the operation of the Proportionate Liability Legislation is excluded in relation to rights, obligations and liabilities under the Subcontract whether such rights obligations or liabilities are sought to be enforced as a breach of contract or claim in tort (including negligence), in equity, under statute or otherwise at law.
13. 13.1
SITE Access and use of Site
Subject to restrictions or obstructions on access to the Site: (a) referred to in:
(i)
(ii) (b) (c)
the Appendix; elsewhere in the Subcontract; or
which Lend Lease may advise from time to time; or arising out of the matters referred to in Clause 13.7,
the Subcontractor will be entitled to access to so much of the Site as is reasonably necessary to enable the Subcontractor to carry out the Works. Delay by Lend Lease in giving access shall not be a breach of the Subcontract.
13.2
(a)
Other properties Where the Works are to be executed upon or to land, buildings or places other than those made available to Lend Lease by the Client for the purposes of the Head Contract, then:
(i) (ii)
(b)
Lend Lease must obtain the appropriate permission which may be subject to conditions as to working space, periods of time, working hours or otherwise; and the Subcontractor must comply with all conditions attaching to the permission and must make good damage to the properties without delay.
The Subcontractor must make all necessary arrangements for access to or over or use of land, buildings or other places which it may require for a purpose other than executing work in accordance with Clause 13.2(a). The Subcontractor must:
(c)
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(i) (ii)
ensure that the execution of the Works does not cause a nuisance or undue disturbance or noise; in the execution of the Works, do all things reasonably necessary to minimise disruption, interference and inconvenience to users of any existing improvements on or adjacent to the Site; and comply with any conditions as to the use of the Site communicated by Lend Lease.
(iii)
(d)
Lend Lease will not be liable for any Losses suffered by the Subcontractor as a result of complying with this Clause 13.2. Utilities The Subcontractor must check and liaise as necessary with all relevant authorities and must identify, physically locate and mark all Utilities on the Site which may be affected by the Works. The Subcontractor must not disconnect a Utility or interrupt the operation of a Utility without the prior written approval of Lend Lease, which Lend Lease will not be required to give less than 3 Business Days after a written request from the Subcontractor. The Subcontractor must notify Lend Lease in writing immediately of any damage to any Utility on the Site or on other properties which are caused by or contributed to by an act or omission of the Subcontractors personnel or their visitors. Working hours
13.3
(a)
(b)
13.4
The Subcontractor must only carry out work on the Site on the days and within the hours specified in the Appendix or such other hours as Lend Lease may instruct from time to time.
13.5
Cleaning
The Subcontractor must keep its workplace tidy as the Works proceed including cleaning each day the Site offices and sheds used by the Subcontractor and comply with Lend Lease's requirements in relation to cleaning and rubbish disposal.
13.6
Access to Works and workshops
The Subcontractor must ensure that Lend Lease, its representatives and representatives of the Client are allowed access at all reasonable times to the Works and to the Subcontractor's workshops and other places where Materials intended for the Works are being fabricated, stored or kept.
13.7
Co-operation
The Subcontractor acknowledges that other subcontractors and persons will be working on the Site concurrently with, and in close proximity to, the Subcontractor. The Subcontractor must cooperate at all times with Lend Lease and other subcontractors and persons on the Site so as to allow the Project to proceed expeditiously. The Subcontractor acknowledges: (a) (b) third parties may suffer Losses if the Subcontractor fails to co-operate in accordance with this Clause 13.7; and the requirements of third parties from time to time may prevent the Subcontractor from gaining access in accordance with Clause 13.1.
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13.8
Making good
The Subcontractor must: (a) (b) replace protection or temporary coverings provided by others which are removed by the Subcontractor; and must make good damage it causes to property of third parties, whether on or off Site, within a reasonable time of the damage occurring. If the Subcontractor fails to make good the damage within a reasonable time the Subcontractor will be liable for Losses suffered by Lend Lease in making good the damage. Removal of personnel
13.9
If instructed by Lend Lease, the Subcontractor must immediately remove from the Site any of the Subcontractors personnel and ensure that those persons do not return to the Site without the prior written approval of Lend Lease. All costs associated with removal and replacement of those persons will be born by the Subcontractor.
14. 14.1
(a)
MATERIALS AND WORKS Quality of Material and work The Subcontractor shall carry out and complete its obligations under the Subcontract so that the Works, when completed, will:
(i) (ii)
(b)
be suitable in all respects for their intended purposes; and comply with the requirements of the Subcontract.
In addition to any other warranty, the Subcontractor must ensure that all Materials, workmanship and methods of construction used by the Subcontractor must be suitable in all respects for their intended purpose and, in respect of Materials, are new, of suitable quality and, for workmanship, is proper and tradesmanlike. Warranties The Subcontractor must:
14.2
(a)
(i) (ii)
ensure that all warranties required to be provided under the Subcontract are in a form approved by Lend Lease; ensure that the benefit of each warranty required to be provided under the Subcontract is capable of assignment, at Lend Lease's option, to Lend Lease, the Client, their assigns or any of them; and assign the benefit of each warranty to Lend Lease, the Client, their assigns or any of them as Lend Lease may direct.
(iii)
(b) (c)
On or before the date of the Subcontract, the Subcontractor must enter into and provide to Lend Lease a duly executed Subcontractors Warranty. Prior to the date indicated in the Appendix, the Subcontractor must provide to Lend Lease a duly executed Supplier's Warranty from the Subcontractors supplier of each of the items indicated in the Appendix.
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14.3
(a)
Quality Management System The Subcontractor must comply with the Quality Management System developed in accordance with the requirements stated in the Appendix in order to assure Lend Lease that the Works will be in accordance with the requirements of the Subcontract. The Quality Management System must contain established processes for managing the completion of the Works that are documented, regularly reviewed, audited and monitored and provides for self improvement which is supported and endorsed by senior management of the Subcontractor. The Subcontractor must not commence the Works prior to the Subcontractors receipt of Lend Leases written approval of the Quality Management System. The Subcontractors Quality Management System and any supporting documentation may be audited by Lend Lease at any time during the course, and after completion, of the Works. The Subcontractor must co-operate with Lend Lease and provide reasonable access to all documentation. For the avoidance of doubt, the Subcontractor must ensure that its Quality Management System is applied to all parts of the Works, including those parts which are provided by designers, subcontractors and suppliers to the Subcontractor. The Quality Management System must require that all testing and measuring equipment be regularly checked for accuracy. Records of calibration certificates are to be kept on the Site. The Subcontractor must ensure that planned and documented quality audits are carried out on all aspects of the Quality Management System and any Quality Management System adopted by the Subcontractors designers, suppliers and subcontractors. Covering up of work
(b)
(c) (d)
(e)
(f)
(g)
14.4
The Subcontractor must not cover up or put out of view work: (a) (b) requiring an approval by an Authority; or affecting:
(i) (ii) (iii)

(iv) (v)
fire rating; sound attenuation; waterproofing; structural soundness; or any other matters required by Lend Lease or the Subcontract,
without the prior written approval of Lend Lease.
14.5
Testing and samples
By the dates specified in the Subcontractors Programme or as reasonably required by Lend Lease, the Subcontractor must:
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(a) (b) (c)
provide samples to Lend Lease of Materials or items to be incorporated into the Works; or open up for inspection work covered up; or arrange for or carry out testing of Materials (whether fixed or unfixed) or of executed work.
The Subcontractor must assist Lend Lease with testing as required and must make good damage to the Works or the Project which may result.
14.6
Costs of testing
The cost of opening up or testing (together with the cost of making good damage) incurred by the Subcontractor will be added to the Subcontract Sum unless the opening up or testing: (a) (b) is consequent upon or reveals a failure of the Subcontractor to comply with a term of the Subcontract; or is a requirement of the Specification or the Scope of Work. Defects At any time prior to the expiry of a Defects Liability Period, Lend Lease, by written notice, may instruct the Subcontractor to rectify a Defect, including removing material from the Site, demolishing work, redesigning or replacing work or not delivering materials to the Site. The notice may also specify the date by which the Defect must be rectified. Lend Lease may issue a notice under this Clause 14.7(a) despite having previously issued a similar notice in respect of the same design, work or Materials. The Subcontractor must make available sufficient Materials and personnel to carry out and complete, promptly and without delay to the progress of the Works, instructions given by Lend Lease under Clause 14.7(a). If the Subcontractor fails to comply promptly with an instruction under Clause 14.7(a) or rectify by the date stipulated, Lend Lease may carry out or complete the instruction and any Losses suffered by Lend Lease shall be moneys due from the Subcontractor to Lend Lease. Lend Lease, by written notice, may accept work containing Defects which have not been rectified whereupon there shall be a deemed Variation. Maintenance and protection
14.7
(a)
(b)
(c)
(d)
14.8
Until the date stated in the Appendix, the Subcontractor must maintain and protect the Works including, without limitation, Materials supplied to the Subcontractor by Lend Lease. If a part of the Project is taken over by the Client before Substantial Completion then this Clause 14.8 will continue to apply to the remainder of the Works.
14.9
(a)
Work and Materials by Lend Lease or others If under the Subcontract Lend Lease must supply Materials to the Subcontractor for fixing or installing in the Works the Subcontractor must take delivery of those Materials at the location advised by Lend Lease and will be responsible for their safe storage. The Subcontractor must use the Materials in a manner which will result in the minimum level of wastage and must return to Lend Lease Materials which are not required for the Works.
(b)
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(c)
Within 10 days of Lend Lease notifying it of the quantity, nature and quality of Materials to be supplied, the Subcontractor must advise Lend Lease by written notice whether the Materials will enable the Subcontractor to comply with its obligations under the Subcontract. If the Subcontractor notifies Lend Lease that the Materials will not enable it to comply with its obligations under the Subcontract, Lend Lease must issue instructions in relation to any deficiencies in the Materials. If a part of the Works will be affected by work performed or Materials supplied by others (including, but not limited to, Lend Lease and its subcontractors) the Subcontractor must:
(d)
(i) (ii)
(e)
prior to commencing the affected part of the Works, inspect the work or Materials; and advise Lend Lease by written notice if any aspect of the work or Materials will not enable the Subcontractor to comply with its obligations under the Subcontract.
If the Subcontractor:
(i) (ii)
does not notify Lend Lease as required by Clause 14.9(c) or Clause 14.9(d); or notifies Lend Lease as required by Clause 14.9(c) or Clause 14.9(d) but fails to advise of any aspect of the work or Materials which would not enable the Subcontractor to comply with its obligations under the Subcontract, which aspect ought reasonably to have been discovered by the Subcontractor and advised to Lend Lease,
then the work and Materials will be deemed to be sufficient to enable the Subcontractor to comply with its obligations under the Subcontract and the Subcontractor shall be liable for all Losses arising out of or in connection with making good any such aspect of work or Materials.
15. 15.1
(a) (b)
FACILITIES Facilities by Lend Lease Lend Lease must provide facilities to the Subcontractor to the extent required by the Schedule of Facilities. Lend Lease does not warrant that the facilities or Materials provided by Lend Lease are suitable for the purposes of the Subcontract or will be available continuously or at times consistent with the Subcontractor Program. Facilities by the Subcontractor The Subcontractor must provide all facilities, Materials and other things necessary for the proper execution of the Works except those which Lend Lease is required to provide by the Schedule of Facilities. Lend Lease, with the agreement of the Subcontractor, may provide any or all of the items referred to in Clause 15.2(a) and the Subcontract Sum will be reduced by the Subcontractor's allowance stated in the Schedule of Facilities for the item or items or, if nothing is stated, a reasonable amount, including an amount for overhead and profit.
15.2
(a)
(b)
16.
PROGRAM
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The Subcontractor must comply with all requirements of the Schedule of Programming Requirements, unless otherwise agreed in writing with Lend Lease.
17. 17.1
SUSPENSION Suspension of the Works
Lend Lease by written notice may instruct the Subcontractor to: (a) (b) suspend for the time Lend Lease thinks fit; or recommence,
the performance of all or a part of the Works.
17.2
(a)
Sub-subcontractor suspension and indemnity If a subcontractor to the Subcontractor is entitled to suspend performance of all or a part of work which forms part of the Works, Lend Lease may, in its absolute discretion, pay such subcontractor those amounts that are or may be owing to the subcontractor from the Subcontractor, and any amount paid by Lend Lease in accordance with this Clause 17.2 will be deemed in part satisfaction of Lend Leases obligation to pay the Subcontractor pursuant to Clauses 21.6(a) and 21.8(f). The Subcontractor must indemnify Lend Lease from and against any other Losses (including legal costs on a full indemnity basis) suffered or incurred by Lend Lease, arising out of or in connection with any suspension by a subcontractor in circumstances referred to in Clause 17.2(a). For the purposes of Clause 17.2 a reference to a subcontractor refers to any party engaged by the Subcontractor, its subcontractors or any other party to carry out work, provide services or make a supply which forms part of the Works, other than any party engaged by Lend Lease.
(b)
(c)
18. 18.1
(a) (b)
TIME Commencement and Substantial Completion The Subcontractor must commence the Works on the Date for Commencement. The Subcontractor must bring the Works and each Stage to Substantial Completion on or before the Date for Substantial Completion. Claim for extension of time If it appears to the Subcontractor that the progress of the Works (or a part thereof) may be delayed for any reason whatsoever the Subcontractor must:
18.2
(a)
(i) (ii)
take all reasonable steps to minimise or avoid the delay and its effects including, without limitation, reprogramming the Works and reallocating resources; and immediately give Lend Lease written notice providing details of the causes of the delay and the likely effect, if any, on the progress of the Works and the Date for Substantial Completion and of the steps that the Subcontractor proposes to take to minimise the delay and its effects.
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(b)
If the Subcontractor considers that it is entitled to an extension to the Date for Substantial Completion:
(i)
the Subcontractor must give written notice to Lend Lease of its intention to claim an extension to the Date for Substantial Completion not later than the number of days stated in the Appendix after the cause of the delay first arose; and the Subcontractor must give further written notice to Lend Lease of the period of extension of time claimed not later than 1 week after the expiration of the period stated in Clause 18.2(b)(i). Where it is not practicable to give this notice the Subcontractor, must advise Lend Lease in writing on a weekly basis of the likely period of extension of time to be claimed.
(ii)
(c)
It is a condition precedent to the Subcontractors entitlement to:
(i) (ii)
any extension of time, that the Subcontractor has complied with Clause 18.2 and Clause 7(b) of the Schedule of Programming Requirements; and when the extension of time is caused by the execution of a Variation, the Subcontractor has provided to Lend Lease the notice referred to in Clause 18.2(b) prior to commencing work on the Variation.
18.3
(a)
Entitlement to extension of time If the Subcontractor complies with Clause 18.2(c) and demonstrates to Lend Lease's satisfaction that:
(i) (ii) (iii)
Substantial Completion will be delayed by an event which is beyond the reasonable control of the Subcontractor and of the type referred to in the Appendix; and the delay affects activities which are critical to achieving Substantial Completion by the Date for Substantial Completion; and if the delay has more than one cause, each of the causes is an event of the type referred to in Clause 18.3(a)(i),
then, subject to Clause 18.5, Lend Lease must extend the Date for Substantial Completion by the number of days by which, as a result of the delay, the Date of Substantial Completion is likely to exceed the Date for Substantial Completion. (b) The Subcontractor shall have no Claim with respect to or in connection with any delay or cause of delay other than as set out in this Clause 18.3. Extension of time due to Variation after the Date for Substantial Completion
18.4
Notwithstanding any other provision of this Subcontract, if Lend Lease instructs a Variation after the Date for Substantial Completion which is likely to delay the achievement of Substantial Completion, the Subcontractor, within 5 days of receipt of the instruction must give Lend Lease written notice of the likely period of delay and Lend Lease must extend the Date for Substantial Completion by the number of days by which Substantial Completion is delayed as a result of the execution of the Variation.
18.5
(a)
Limit of extension of time The Subcontractor will not be entitled to an extension of time in excess of the period of the extension of time granted to Lend Lease under the Head Contract for the same event of
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delay, nor shall Lend Lease be required to determine the Subcontractors claim until the relevant Lend Lease claim is determined under the Head Contract. (b) Clause 18.5(a) will not apply if the delay is caused by:
(i) (ii) 18.6
a breach of the Subcontract by Lend Lease; or an event for which Lend Lease is not entitled to an extension of time under the Head Contract.
Lend Lease may extend
Lend Lease may extend the Date for Substantial Completion at any time for any reason but need not do so for the benefit of the Subcontractor. Failure by Lend Lease to grant a reasonable extension of time shall not set time at large and the Subcontractors sole remedy for any such failure is to refer the matter to dispute in accordance with the Subcontract.
18.7
Liquidated damages
If the Subcontractor fails to bring the Works or one or more Stages to Substantial Completion by the Date for Substantial Completion, the Subcontractor must pay to Lend Lease by way of liquidated damages the amount stated in the Appendix for every day after the Date for Substantial Completion up to and including the earliest of the Date of Substantial Completion or termination of the Subcontract or Lend Lease taking the whole of the Works out of the hands of the Subcontractor. If an extension of time is directed after the Subcontractor has paid or Lend Lease has set off liquidated damages, Lend Lease shall forthwith repay to the Subcontractor such of those liquidated damages as represent the days the subject of the extension of time.
18.8
Sole remedy
Subject to Clauses 3(c) and 3(d) of the Schedule of Programming Requirements, the Subcontractor accepts the risk of all increased costs and all other Losses resulting from any delay or disruption in the execution of the Works. The Subcontractor's entitlement to an extension of time to the Date for Substantial Completion under Clause 18.3 shall be the Subcontractor's sole Claim for any delay or disruption in the execution of the Works whether caused by any act or omission of Lend Lease (including any suspension of the Works or change to workings hours directed by Lend Lease under Clause 13.4), any Variations, or breach of the Subcontract by Lend Lease, negligence or other default of Lend Lease, or howsoever otherwise caused.
19.
(a) (b)
DEFECTS LIABILITY PERIODS The Defects Liability Period will commence on the Date of Substantial Completion and will continue until the date stated in the Appendix. A Second Defects Liability Period will apply to a Defect notified to the Subcontractor by Lend Lease during the initial Defects Liability Period:
(i) (ii)
(c)
commencing on the date Lend Lease notifies the Subcontractor that the Defect has been made good or completed to the satisfaction of Lend Lease; and expiring after the period stated in the Appendix.
During the Defects Liability Period the Subcontractor must ensure that all work is carried out in a manner which does not cause a nuisance or undue disturbance to any person and
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must comply, at its expense, with Lend Lease's reasonable instructions regarding access, hours of work, work methods, dress and tidiness. The Subcontractor must give Lend Lease sufficient prior notice of its proposed attendance so that Lend Lease can give at least 2 Business Days prior notice to the occupier of the Site (except in case of emergency).
20. 20.1
(a)
VARIATIONS Timing and scope of requests Lend Lease, by written notice, may instruct a Variation at any time prior to the Date of Practical Completion of the Head Contract and the Subcontractor must comply promptly with that instruction within the time specified by Lend Lease. There is no limit on the scope of a Variation which Lend Lease may instruct. Lend Lease may instruct a Variation which decreases or omits any part of the Works for the purpose of having that part executed by any other person. If the Subcontractor considers that a drawing, instruction or direction issued by Lend Lease, although not stated to involve a Variation, in fact involves a Variation, the Subcontractor must promptly give written notice to Lend Lease (but no later than 5 Business Days from the issue of such drawing, instruction or direction and in any event before commencing work in relation to the drawing, instruction or direction). Compliance with this Clause 20.1 will be a condition precedent to any Claim the Subcontractor may have arising out of or in connection with the Subcontractors compliance with such drawing, instruction or direction issued by Lend Lease. The Subcontractor will not be entitled to Claim any Losses arising out of or in connection with a Variation unless, before commencing work in relation to the Variation, the Subcontractor is in receipt of a written instruction from Lend Lease (clearly entitled Variation Direction) to execute the Variation. Detailed design
(b) (c) (d)
(e)
20.2
The Subcontractor acknowledges that detailed design of the Works may be incomplete at the date of the Subcontract or commencement of the Works (whichever is the earlier). Lend Lease shall be entitled to provide detailed design documentation to the Subcontractor after that date. The Subcontractor shall comply with any such documentation as if that documentation had been provided on the earlier date.
20.3
(a)
Measurement of Variations As soon as practicable but in any event not later than the number of days stated in the Appendix after receipt of an instruction for a Variation, the Subcontractor must supply Lend Lease with measurements and estimated costs sufficient to allow Lend Lease to value a Variation. Compliance with this Clause 20.3 (and Clause 18.2(c)(ii)) will be a condition precedent to any Claim by the Subcontractor arising out of or in connection with a Variation. If Lend Lease is not satisfied with these measurements it may arrange, at the Subcontractors cost, for alternative measurements which it may use to value the Variation. Valuation of Variations Variations will be valued as follows:
(b)
20.4
(a)
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(i)
where the Variation is to a part of the Works to which a lump sum relates, the prices, rates and amounts set out in the priced Bill of Quantities approved by Lend Lease will be used; where the Variation is to a part of the Works to which a Schedule of Rates relates, the prices, rates and amounts set out in the Schedule of Rates will be used; and where there is no priced Bill of Quantities approved by Lend Lease and no Schedule of Rates or if, in Lend Leases opinion, the Bill of Quantities or Schedule of Rates cannot be applied reasonably to the Variation, then Lend Lease will determine a fair valuation,
(ii) (iii)
and the Subcontract Sum will be increased or decreased by the valuation as the case may require. (b) Despite Clause 20.4(a), Lend Lease may instruct the Subcontractor to carry out a Variation as dayworks. Variations carried out as dayworks will be valued as follows:
(i) (ii) (iii)
if the Variation involves work, plant or equipment for which a rate is stated in the Appendix, that rate will be used; if the Variation involves work, plant or equipment for which a rate is not stated in the Appendix, Lend Lease will determine a fair rate; and if the Variation involves Materials, the invoiced cost to the Subcontractor (after deducting any trade or other discounts) will be used, together with the percentage stated in the Appendix for overhead and profit.
(c)
If Lend Lease instructs the Subcontractor to carry out a Variation as dayworks, the Subcontractor must present its daily record of labour, plant and equipment hours worked and the quantity of Materials used for Lend Leases approval on the day when the hours are worked and the Materials are used. The Subcontractor will not be entitled to payment for the whole or part of a Variation in respect of which it does not comply with this Clause 20.4. Lend Lease may carry out
20.5
If the Subcontractor refuses to carry out a Variation, without prejudice to its other rights, Lend Lease may direct the work to be done by another person and that person may enter upon the Works for the purpose of carrying out the Variation.
21. 21.1
MEASUREMENT, PAYMENT AND ADJUSTMENT OF THE SUBCONTRACT SUM Measurement of Works
If the whole or part of the Subcontract Sum is based on a Schedule of Rates then: (a) unless the parties agree otherwise, the parts of the Works to which the Schedule of Rates applies will be measured as they proceed by a representative of Lend Lease and a representative of the Subcontractor. The measurements will be recorded and signed by both parties. If the two representatives fail to agree on measurements, the measurements made by the Lend Lease representative will be used to calculate progress payments; and if the actual quantity of an item of work carried out is greater or less than the quantity shown in the Schedule of Rates by more than the amount stated in the Appendix:
(b)
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(i)
a party may issue a written notice advising the other party of the amount by which the rate for that item should be adjusted in relation to that quantity which is greater or less than the amount stated in the Appendix of the quantity shown in the Schedule of Rates; and the rate will be adjusted by the amount stated in the notice unless, within 20 days of receipt of the notice, the other party issues a notice under Clause 23.1.
(ii) 21.2
(a)
Payment claims Subject to the Subcontractors compliance with Clause 21.5, the Subcontractor shall claim payment:
(i) (ii)
monthly, on the dates specified in the Appendix (or, where that date is not a Business Day, the preceding Business Day); and within the time prescribed by Clause 21.8(a).
The Subcontractor agrees with Lend Lease that each such time is, for the purposes of the SOP Legislation, a reference date. (b) A payment claim made on a date other than under Clause 21.2(a) will be deemed to be submitted:
(i) (ii)
for the purposes of Lend Lease issuing a payment schedule, on the date of receipt by Lend Lease of the payment claim; and for the purposes of Lend Lease making a payment, on the date (for making a payment claim as specified in the Appendix or Clause 21.8(a)) immediately following the date the payment claim was made.
(c)
A payment claim must show:
(i) (ii) (iii)
the Subcontract value of the Works (excluding Variations but allowing for Variation omissions) completed, valued in accordance with Clauses 21.3 and 21.4; the value of work completed on Variations, valued in accordance with Clause 20.4; the total amount determined under Clauses 21.2(c)(i) and (ii), less the amount previously paid to the Subcontractor in respect of the items referred to in those clauses; and other amounts (if any) to which the Subcontractor is then entitled under the Subcontract.
(iv) 21.3
Valuation of the Works
For the purpose of payment claims, the Subcontract value of the Works will be determined as follows: (a) (b) where a priced Bill of Quantities has been approved by Lend Lease, the prices, rates and amounts set out in that priced Bill of Quantities will be used; where a Schedule of Rates applies, the prices, rates and amounts set out in that Schedule of Rates will be used; and
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(c)
where there is no priced Bill of Quantities approved by Lend Lease and no Schedule of Rates, Lend Lease will determine a fair valuation having regard to the Subcontract Sum and the extent of the Works completed. Payment for off Site or unfixed Materials Where prior written approval has been given by Lend Lease, the Subcontractor may include in its payment claim the Subcontract value of unfixed Materials or off-site Materials, intended for but not yet delivered to the Site, subject to the Subcontractor: (i) providing evidence satisfactory to Lend Lease that the Materials are:
21.4
(a)
(A) (B) (C) (D) (E) (F) (G)

(ii)
in good repair and condition; in the Subcontractors possession at all times (except where otherwise directed under the Subcontract); not subject to a charge, lien or other matter which may affect Lend Leases ownership of the Materials; stored in adequate facilities separately from other Materials; marked in the name of the Project and in the name of Lend Lease or the Client as Lend Lease directs; fully paid for; and insured for their full replacement value in the joint names of the Subcontractor and Lend Lease; and
furnishing to Lend Lease an unconditional and irrevocable undertaking provided by a bank or financial institution and in a form acceptable to Lend Lease for an amount equal to the amount claimed by the Subcontractor for unfixed and off-site Materials. The undertaking will be returned to the Subcontractor upon a request from the Subcontractor after the Materials are installed in the Project.
(b)
Ownership of the Materials vests immediately in (and remains with) Lend Lease upon the making of payment for the Materials. The Subcontractor must not remove the Materials from the Site or other storage place approved by Lend Lease without the prior written approval of Lend Lease. Upon request from Lend Lease, the Subcontractor must grant or arrange for the granting of access to Lend Lease to the places where off-site Materials are stored. The Subcontractor must deliver up possession of off-site Materials to the Site in accordance with the Subcontractors Programme or by such date as may be required by Lend Lease. At any time, Lend Lease may enter upon premises where the Materials are stored and take possession of them. Conditions precedent to a payment claim The Subcontractor will have no entitlement to make a payment claim, nor will Lend Lease be obliged to make a payment to the Subcontractor, until the Subcontractor has delivered to Lend Lease:
(c) (d)
(e)
21.5
(a)
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(i)
a statutory declaration signed by an authorised employee of the Subcontractor in the form of the attached Draft Pro Forma Statutory Declaration contained at Annexure 2 of the Schedule of State Requirements; written evidence, satisfactory to Lend Lease, that all insurances required under the Subcontract to be effected and maintained by the Subcontractor, have been effected and maintained; if required, the executed warranties referred to in Clause 14.2; details of the Subcontractors quality, industrial, environmental, health and safety systems, policies and agreements as required by Lend Lease; information required under Clauses 6.5, 6.6, 6.7 and 11.5; a certificate certifying that the work comprised in the payment claim has been carried out in accordance with the Subcontract; and if the claim is the final payment claim under Clause 21.8, an executed deed of release in the form required by the attached Pro Forma Deed of Release.
(ii)
(iii) (iv) (v) (vi) (vii)

(b)
The Subcontractor will have no entitlement to make a payment claim, nor will Lend Lease be obliged to make a payment to the Subcontractor, if, at the date of the claim, the Subcontractor has not complied with Clause 3(a) or Clause 14.7(a). Payment schedule and payment Within 10 Business Days of receipt of a valid payment claim (including the Final Statement under Clause 21.8(a)), Lend Lease must assess the claim and must issue to the Subcontractor a payment schedule identifying the payment claim to which the payment schedule relates and which sets out:
21.6
(a)
(i) (ii)
subject to Clause 4, retention at the rate and to the limit referred to in the Appendix to be deducted; amounts otherwise due under the Subcontract from;
(A) (B) (iii) (iv) (v)
Lend Lease to the Subcontractor; and the Subcontractor to Lend Lease, including under Clause 14.7;
any amount Lend Lease is otherwise entitled to retain, deduct, withhold or set-off, including under Clause 18.7; the amount (if any) which Lend Lease proposes to pay to the Subcontractor; and if the amount in Clause 21.6(a)(iv) is less than the amount claimed in the payment claim, the reasons why including (if relevant) why Lend Lease has retained, deducted, withheld or set-off any amounts.
(b)
The Subcontractor agrees that the amount referred to in the payment schedule in respect of Clause 21.6(a)(iv) is the amount of a progress payment under the SOP Legislation, calculated in accordance with the terms of this Subcontract which the Subcontractor is entitled to in respect of the Subcontract.
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(c) (d) (e)
Lend Lease must issue a recipient created tax invoice for the amount certified under Clause 21.6(a)(iv). The Subcontractor must not issue a tax invoice. Lend Lease must pay to the Subcontractor the amount referred to in Clause 21.6(a)(iv) on the date stated in the Appendix. Where under any payment schedule or Final Certificate an amount is due from the Subcontractor to Lend Lease, the Subcontractor must pay to Lend Lease that amount within 10 Business Days of issue by Lend Lease of the payment schedule or Final Certificate. All payments other than the final payment will be deemed to be on account only. Any payment (final or otherwise) will not be evidence of the value of any part or parts of the Works nor an admission that any work has been executed satisfactorily. Payments to Subcontractors subcontractors
(f)
21.7
If Lend Lease in its bona fide opinion believes that the Subcontractor has not paid all amounts owing or allegedly owing to or on behalf of its employees, subcontractors or suppliers, then Lend Lease may give the Subcontractor written notice of its opinion. If the Subcontractor fails to satisfy Lend Lease (within any period specified by Lend Lease in the notice, in its absolute discretion) that all amounts have been paid then: (a) (b) Lend Lease may pay all or any part of the amount direct to the Subcontractors employees, subcontractors or suppliers on behalf of the Subcontractor; and the amount paid, in accordance with Clause 21.7(a), will be deemed to be part satisfaction of Lend Leases obligation to pay the Subcontractor under Clauses 21.6(d) and 21.8(f). Final Statement, Final Certificate, Deed of Release Within 20 days after Substantial Completion of the Works, the Subcontractor must submit to Lend Lease its final payment claim and a Final Statement. Within 10 Business Days of the receipt by Lend Lease of the Final Statement, Lend Lease must issue a Final Certificate to the Subcontractor. In addition to satisfying the requirements of Clauses 21.6(a)(i)-(v), Lend Lease must set out in the Final Certificate the amount which, in Lend Leases opinion, is finally due from Lend Lease to the Subcontractor, or from the Subcontractor to Lend Lease, arising out of or in connection with the subject matter of the Subcontract. The Final Certificate shall only be evidence of an amount due by Lend Lease to the Subcontractor and shall not otherwise relieve the Subcontractor of any liability under or in connection with the Works or the Subcontract. Within 10 Business Days after receipt by the Subcontractor of the Final Certificate, the Subcontractor shall execute and return to Lend Lease a deed of release in the form required by the attached Pro Forma Deed of Release. If Lend Lease determines that an amount is due to the Subcontractor then Lend Lease must pay that amount within 10 Business Days after Lend Lease receives from the Subcontractor the executed deed of release in accordance with Clause 21.8(e). The only reference date under this Subcontract for any period after the Date of Substantial Completion is the day being 20 days after the Date of Substantial Completion, provided
21.8
(a) (b) (c)
(d)
(e)
(f)
(g)
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that this Clause 21.8 will not prevent the Subcontractor from its entitlements under Clause 4.2.
21.9
Release of Claims
Whether or not the Subcontractor executes and returns to Lend Lease the deed of release in accordance with Clause 21.8(e), upon the expiry of 15 Business Days after the issue of the Final Certificate, the Subcontractor hereby releases Lend Lease, to the extent permitted by law, from any Claim with the exception of:
(i) (ii) (iii)
any claim for payment of the amount shown in the Final Certificate in accordance with the Subcontract; any claim for release of retention or security which falls due for release after the date of the Final Certificate; any Claim which is then the subject of a dispute notified to Lend Lease in accordance with Clause 23, expert determination, litigation or other proceedings that is not otherwise timebarred.
21.10 Set off

Lend Lease may: (a) deduct from or set off against any amounts due to the Subcontractor under the Subcontract or otherwise at law in respect of the Works; or under any other agreement (whether in relation to this Project or otherwise); or have recourse to any retention money or any security provided by the Subcontractor under the Subcontract or provided by the Subcontractor under any other agreement (whether in relation to this Project or otherwise),
(b)
Losses which: (c) (d) the Subcontractor is liable to pay under the Subcontract; or Lend Lease in its bona fide opinion believes it has suffered or is likely to suffer as a result of a breach of the Subcontract by the Subcontractor or negligent act or omission by the Subcontractors personnel or their visitors; and the Subcontractor is required to pay (or in Lend Leases bona fide opinion is likely to be required to pay) to Lend Lease arising out of or in connection with the Subcontract or any other agreement (whether in relation to this Project or otherwise).
(e)
21.11 Inspection of Subcontractors records

(a) Upon request from Lend Lease, the Subcontractor must make available for inspection by Lend Lease (or its nominees) all of its records and other documents in its possession, including but not limited to payroll and taxation records, to allow Lend Lease to ascertain:
(i) (ii)
whether the Subcontractor has complied with its obligations under the Subcontract; whether the Subcontractor has paid all relevant taxes, duties or other statutory fees and charges;
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(iii)
whether the Subcontractor has made payments to its subcontractors and suppliers (whether in relation to the Works or otherwise) in accordance with the terms of relevant subcontracts and supply agreements; and the solvency or otherwise of the Subcontractor.
(iv)
(b)
The Subcontractor must ensure that where Lend Lease or any auditor appointed by Lend Lease is entitled to access any Protected Information and/or Personal Information relating to any: (i) (ii) (iii) employees; or subcontractors; or agents,
of the Subcontractor, or any of its subcontractors or agents, under this Clause 21.11 or any other provision of the Subcontract, that notifications have been provided to and consents have been obtained from the relevant individual in accordance with the Privacy Act 1988 and any other applicable laws and codes dealing with privacy to enable Lend Lease and any auditor appointed by Lend Lease to inspect, collect, use and retain such information in their records. (c) The Subcontractor agrees to indemnify Lend Lease against any loss suffered or incurred by Lend Lease arising out of, or in connection with a breach of the obligations of the Subcontractor under this Clause 21.11.
22. 22.1
TERMINATION Preservation of other rights
If a party breaches (including repudiates) the Subcontract, nothing in this Clause 22 shall prejudice the right of the other party to recover damages or exercise any other right or remedy.
22.2
(a)
Default by the Subcontractor If the Subcontractor defaults in one or more of the following respects:
(i) (ii) (iii) (iv) (v) (vi) (vii)
fails to effect or maintain insurance required under the Subcontract; wholly or partly suspends the Works without reasonable cause; fails to proceed with the Works regularly or diligently; fails to proceed with the Works in a competent manner; fails to comply or unreasonably delays in complying with a written direction given by Lend Lease; fails to proceed with the Works in accordance with the Schedule of Programming Requirements; or fails to carry out the Works or any part of the Works in accordance with the terms of the Subcontract,
then Lend Lease may send the Subcontractor a notice specifying the default.
Major Works Subcontract: QLD: Gold Coast University Hospital 116322 / 117541 (7.01) 08.07.09 Page 72
(b)
If within 3 days after receipt of the notice the Subcontractor fails to:
(i) (ii)
rectify the default; or in the event of a default under Clause 22.2(a)(vi) or Clause 22.2(a)(vii), fails to satisfy Lend Lease that Lend Lease should not exercise its rights under this Clause 22.2(b),
then Lend Lease, by written notice to the Subcontractor, may:
(iii) (iv)
(c)
terminate the Subcontract; or take over the whole or any part of the Works remaining to be completed and suspend payment in respect of any such Works taken over.
If the Subcontractor defaults in one of the respects listed above and Lend Lease has previously issued a notice to the Subcontractor under this Clause 22.2, then Lend Lease, by written notice to the Subcontractor, may:
(i) (ii) 22.3
terminate the Subcontract; or take over the whole or any part of the Works remaining to be completed and suspend payment in respect of any such Works taken over.
Insolvency
If the Subcontractor: (a) (b) (c) (d) stops or suspends payments of its debts generally or if Lend Lease on reasonable grounds suspects that the Subcontractor is unable to pay its debts as they fall due; cease or threatens to cease carrying on its business; commits an act of bankruptcy, becomes the subject of a bankruptcy petition or is declared bankrupt; calls a meeting of creditors or the Subcontractor proposes to enter into a composition or scheme of arrangement for the benefit of its creditors (except for the purposes of reconstruction to which the other party has consented); has a mortgagee seek to exercise a right of possession, management or control over the whole or a part of the Subcontractor's property; has execution or other processes levied against it by creditors which is not satisfied or stayed within 30 days of the Subcontractor becoming aware of the execution or process; fails to comply with a statutory demand (within the meaning of Section 459F(1) of the Corporations Act 2001 (Cth)); has a winding up order made against it or a provisional liquidator or administrator is appointed to the Subcontractor and passes or attempts to pass (except for the purposes of reconstruction to which Lend Lease has consented) a resolution for winding up; is a party to the appointment of or has an Official Manager, Receiver, Receiver and Manager, Trustee, Administrator or other Controller (as defined in the Corporations Act
(e) (f) (g) (h)
(i)
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2001 (Cth)) or similar appointee appointed to the whole or a part of its property or undertaking and which is not stayed or revoked within 30 days; (j) (k) is the subject of anything analogous or with a substantially similar effect to any of the events specified in clauses 22.3(a) to 22.3(i); provides a statement to Lend Lease under Clause 21.5(a)(i) which is incorrect or misleading in any respect or provides any statement or declaration or makes any representation to Lend Lease as to any matter connected with the Subcontractors financial status or solvency which is incorrect or misleading in any respect,
then Lend Lease, at any time by written notice to the Subcontractor, may terminate the Subcontract.
22.4
Subcontractor's deregistration or non-compliance with industrial, environment, health and safety requirements
If the Subcontractor: (a) is required to be registered or licensed under legislation for the purposes of or incidental to the execution of the Works and the Subcontractor is not registered or licensed or that registration or licence is cancelled, withdrawn or suspended; or breaches a provision of the Subcontract relating to industrial or environment, health and safety requirements,
(b)
then Lend Lease, by written notice to the Subcontractor, may terminate the Subcontract.
22.5
(a)
Provisions on termination If the Subcontract is (or is deemed) terminated under Clauses 22.2, 22.3, 22.4 or 22.9 then, without prejudice to any other rights or remedies Lend Lease may have: (i) Lend Lease may employ and pay other persons to carry out and complete the Works and Lend Lease and the other persons may:
(A)
enter upon the Site, the Subcontractor's premises or a place where plant or Materials intended for use in the Works are stored and take possession of such plant or Materials; use all temporary buildings, tools, plant and Materials intended for delivery to or placed on or adjacent to the Site; and purchase all Materials and do all other acts and things necessary for the carrying out and completion of the Works in accordance with the Subcontract;
(B) (C)
(ii)
subject to Clause 22.5(b)(i), the Subcontractor must not, and must ensure that the Subcontractors personnel do not, remove plant, Materials, tools or temporary buildings from the Site, the Subcontractor's premises or a place where they are located or stored; the Subcontractor, if and when requested by Lend Lease, must assign to Lend Lease the benefit of agreements for the hire or supply of plant or Materials or for the execution of work under the Subcontract. Lend Lease may pay the hirer, the supplier or the subcontractor if payment has not been made by the Subcontractor. Any amount paid in accordance with this Clause 22.5(a)(iii) will be a debt due to
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(iii)
Lend Lease from the Subcontractor and Lend Lease may set off any such amount from any payments due to the Subcontractor;
(iv)
until the Works contemplated under this Subcontract have been completed, the Subcontractor will not be entitled to make a payment claim and Lend Lease will not be obliged, whether by a provision of the Subcontract or otherwise, to make a payment to the Subcontractor; and the Subcontractor indemnifies Lend Lease against Losses suffered by Lend Lease arising out of or connected with such termination.
(v) (b)
If the Subcontract is terminated for any reason then the Subcontractor: (i) if and when requested by Lend Lease in writing, must remove from the Site all or part of its temporary buildings, tools, plant and Materials and leave the Site free of rubbish and debris. If within a reasonable time after receipt of Lend Lease's written request the Subcontractor fails to comply, Lend Lease may notify the Subcontractor in writing of its intention to remove or sell any of the property of the Subcontractor and to hold the proceeds to the credit of the Subcontractor, less all reasonable Losses suffered by Lend Lease together with the amount of other Claims that Lend Lease may have against the Subcontractor; may only make one payment claim after the termination of the Subcontract, which claim must be submitted to Lend Lease within 20 days of the date of termination of the Subcontract.
(ii)
22.6
(a)
Works taken out of the hands of the Subcontractor If Lend Lease takes over the Works or any part of the Works in accordance with either Clause 22.2(b)(iv) or 22.2(c)(ii):
(i) (ii) (iii)
the Subcontractor will be obliged to complete any parts of the Works not taken over by Lend Lease in accordance with the terms of the Subcontract; Lend Lease may complete those Works taken over; the Subcontractor will not be entitled to any payment in respect of those Works taken over, including any payment for overhead and profit in respect of those Works; Lend Lease may use such of the Material on or in the vicinity of the Site as were used or intended or proposed to be used by the Subcontractor for the purposes of completing those Works taken over without payment or compensation to the Subcontractor; Lend Lease will keep records of the costs incurred by Lend Lease in completing the Works taken over; and upon completion of the Works, Lend Lease will calculate the costs of completing the Works including all Losses incurred by Lend Lease and Lend Lease will notify the Subcontractor of Lend Leases assessment.
(iv)
(v) (vi)
(b)
If the amount referred to in Clause 22.6(a)(vi) is:
(i)
greater than the amount that would have been paid to the Subcontractor under the Subcontract) in respect of those works, the difference will be a debt due and payable from the Subcontractor to Lend Lease; or
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(ii)
less than the amount that would have been paid to the Subcontractor (including any overhead and profit) in respect of those Works, the difference will be a debt due and payable from Lend Lease to the Subcontractor.
22.7
(a)
Termination of the Head Contract If the Head Contract is terminated by any party (or Lend Leases employment under the Head Contract is determined) for any reason whatsoever, Lend Lease may by written notice to the Subcontractor either:
(i) (ii)
terminate the Subcontract; or novate the Subcontract, on its existing terms, to the Client or the Clients nominee. The Subcontractor hereby appoints Lend Lease to act as its attorney to execute all documents and take all other steps necessary to give effect to any such novation.
(b)
Subject to Clauses 21.10 and 22.7(c), if the Subcontract is terminated in accordance with Clause 22.7(a)(i), Lend Lease's liability in respect of any Claim by the Subcontractor arising out of or in connection with such termination, will be limited solely to the following:
(i) (ii)
the unpaid value of the Works completed in accordance with the Subcontract prior to termination (calculated by Lend Lease in accordance with Clause 21.3); the cost of Materials properly ordered and intended for incorporation in the Works for which the Subcontractor has paid or is legally bound to pay and the property in which will pass to Lend Lease upon payment by Lend Lease; and the reasonable cost of removal from the Site of the Subcontractor's tools, temporary buildings, plant and Materials (provided that the Subcontractor has taken all reasonable steps to mitigate these costs).
(iii)
(c)
Lend Leases liability to the Subcontractor under Clause 22.7(b) is limited to the extent to which Lend Lease is entitled to be paid corresponding amounts by the Client under the Head Contract (whether or not such amounts are actually paid to Lend Lease) except where termination of the Head Contract is due to an act or omission of the Subcontractor, in which case the Subcontract will be deemed terminated under Clause 22.2(b)(iii). Lend Lease will not be obliged to make any payment whatsoever until the Subcontractor has satisfied its obligations under Clause 22.5(b). Termination for convenience Lend Lease may by 5 Business Days written notice to the Subcontractor terminate the Subcontract at any time. Subject to Clause 21.10, if the Subcontract is terminated in accordance with this Clause 22.8, Lend Lease's liability in respect of any Claim by the Subcontractor arising out of or in connection with such termination, will be limited solely to those amounts under Clause 22.7(b)(i)-(iii). Lend Lease will not be obliged to make any payment whatsoever until the Subcontractor has satisfied its obligations under Clause 22.5(b). Termination for Change in Control
(d)
22.8
(a)
(b)
22.9
If there is Change in Control of the Subcontractor then Lend Lease, in its absolute discretion, may terminate the Subcontract by written notice to the Subcontractor. Upon such termination the
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provisions of Clause 22.5 shall apply as if the termination was effected by Lend Lease pursuant to Clause 22.2(b)(iii).
23. 23.1
SETTLEMENT OF DISPUTES Notice of dispute
If a dispute or difference (dispute) arises out of or in connection with the subject matter of this Subcontract, then either party may give the other a written notice identifying the particulars of the dispute.
23.2
Conference
Within 14 days after receiving a notice of dispute under Clause 23.1, the senior representatives from each party shall confer at least once to resolve the dispute. All aspects of such conference shall be privileged, save for the fact of occurrence.
23.3
(a)
Expert appraisal If the dispute is not resolved within 28 days of service of the notice of dispute under Clause 23.1, then the dispute will be determined by an independent expert agreed upon and appointed jointly by the parties or, failing agreement, appointed upon the application of either party by the President of the Institute of Arbitration and Mediation Australia (IAMA) (or such other body as carries on the functions of the IAMA). The expert must determine the dispute in accordance with the process defined in the Schedule of Expert Appraisal (which is not an arbitration). The expert will act as an expert and not as an arbitrator and the experts decision will be final and binding on the parties. Notwithstanding the existence of a dispute, the parties will, subject to Clauses 22 and 23.4 continue to perform the Subcontract. Court
(b) (c) (d) 23.4
Nothing shall prejudice the right of a party to institute proceedings to enforce payment due under the Subcontract or seek injunctive or urgent relief. 23.5 Consolidation of Head Contract disputes
Where a dispute touches or concerns any right or obligation, relief or benefit or entitlement under the Head Contract, then Lend Lease may at its option give written notice to the Subcontractor requiring (and the Subcontractor consents to): (a) the determination of the dispute with any related dispute under the Head Contract (the Head Contract Dispute) in accordance with the dispute resolution procedures under the Head Contract; or the dispute and the Head Contract Dispute being heard at the same time or immediately before or after the other; or the proceedings of the dispute being stayed until the determination of the Head Contract Dispute.
(b) (c)
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If Lend Lease exercises an option under this Clause 23.5, Lend Lease will provide the Subcontractor with a copy of the Head Contract provisions relating to notification of claims and resolution of disputes. 23.6 Related Subcontract disputes
Where a dispute raises issues (whether in fact or law or fact and law) which touch or concern issues raised in a dispute between Lend Lease and another of Lend Leases subcontractors or consultants (a Related Subcontractor Dispute), Lend Lease may at its option, require (and the Subcontractor consents to): (a) the determination of the dispute with the Related Subcontractor Dispute in accordance with the expert appraisal procedure set out in Clause 23.3 or the joining of the Subcontractor to any litigation referred to the courts; or the dispute and the Related Subcontractor Dispute being heard at the same time or immediately before or after the other; or the proceedings of the dispute being stayed until the determination of the Related Subcontractor Dispute.
(b) (c)
24.
PREFERRED SUPPLIER BENEFITS
Lend Lease discloses and the Subcontractor acknowledges that it is aware that Lend Lease may receive a benefit (including valuable consideration) from a supplier to the Subcontractor in respect of products for use in the Works. The Subcontractor assents to such receipt.
25. 25.1
(a)
GST Goods and Services Tax (GST) If a taxable supply is made under or in connection with the Subcontract, then the consideration payable for that supply, unless expressly stated to include GST, is increased by an amount equal to the GST payable and, subject to Clause 25.2, the supplier shall issue a tax invoice to the recipient. A party making a supply (Supplier) must issue an Adjustment Note to the recipient of the supply in respect of any adjustment event and the difference between the Suppliers net GST, taking the adjustment event into account, and the amount paid by the recipient under Clause 25.1(a) must be paid by, or credited to the recipient as appropriate. Lend Lease may deduct from or set off against any amount otherwise owing to the Subcontractor any amount which is required to be refunded by the Subcontractor under this Clause 25.1(b). Amounts for which a party is to be indemnified or reimbursed or which are used in determining the consideration payable under the Subcontract are to be net of any input tax credit for which the payee is entitled and otherwise on GST exclusive basis. Any policy of insurance to be effected or maintained under the Subcontract must cover any liability for GST which may arise upon settlement of a claim pursuant to that policy. Recipient Created Tax Invoices
(b)
(c)
(d)
25.2
The parties agree that:
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(a) (b) (c) (d)
Lend Lease can issue tax invoices in respect of all supplies under or in connection with the Subcontract and the Subcontractor will not issue tax invoices; a payment claim under the Subcontract is not a tax invoice; the Subcontractor acknowledges that it is registered for GST when it enters into this Subcontract and that it will notify Lend Lease if it ceases to be registered; Lend Lease acknowledges that it is registered for GST when it enters into this Subcontract and that it will notify the Subcontractor if it ceases to be registered or if it ceases to satisfy any of the requirements of any relevant tax ruling relating to the issue of recipient created tax invoices; if for any reason one or more of the criteria which must be satisfied to allow Lend Lease to issue recipient created tax invoices is not satisfied such that Lend Lease cannot issue a tax invoice in respect of supplies made under or in connection with the Subcontract then the Subcontractor must, when requested by Lend Lease, issue a tax invoice (being an invoice that complies with GST Law and contains both the Subcontractors and Lend LeaseS ABN) to Lend Lease for the amount specified by Lend Lease. If Lend Lease has made a request under this Clause 25.2(e), Lend Lease will not be required to make a payment under this Subcontract to which the request relates until the Subcontractor has provided a tax invoice in relation to that payment in the form and the amount required by Lend Lease. Interpretation
(e)
25.3
Terms defined in the GST Law (as that term is defined under the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) have the same meaning in this Subcontract unless provided otherwise.
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SCHEDULE OF STATE REQUIREMENTS
Clause 1 Clause 2 Clause 3 Clause 4 Clause 5 Clause 6 Clause 7 Clause 8 Clause 9 Clause 10 Clause 11 Clause 12 Clause 13 Clause 14 Clause 15
Precedence Statutory Requirements Legislative Protection Collusive Arrangements State Procurement Policy Personal Services Business Determination Finding of Minerals, Fossils and Relics Manufacture and Supply of Materials Apprentice / Training Policy Site Personal Register Customs Tariff (Anti-Dumping) Legislation Statutory Declaration Payment Claims Court Order Records and Access to Records
Annexure 1: Annexure 2: Annexure 3: Annexure 4:
Form of Warranty Required by the State Statutory Declaration by Subcontractor Apprentice / Trainee Policy Site Personnel Register
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1.
PRECEDENCE If a conflict exists between the provisions of this Schedule of State Requirements and any other provision of the Subcontract, then the provisions of this Schedule will prevail to the extent of the conflict.
2. 2.1
STATUTORY REQUIREMENTS The Subcontractor shall satisfy all Statutory Requirements except those which Lend Lease directs are to be satisfied by or on behalf of Lend Lease. If a Statutory Requirement is at variance with a provision of the Subcontract, as soon as the Subcontractor discovers the variance, the Subcontractor shall notify Lend Lease in writing specifying the difference.
2.2
"Statutory Requirements" includes but is not limited to: (a) (b) (c) (d) Acts of the Commonwealth; Acts of the State or Territory in which the work under the Subcontract or any part thereof is carried out; ordinances, regulations, by-laws, orders and proclamations under the Acts referred to in paragraphs (a) and (b) above; directions affecting the work under the Subcontract given by persons acting in the exercise of statutory powers enabling them to give such directions, including the Building Certifier appointed pursuant to the Building Act 1975; and for the avoidance of doubt, Statutory Requirements include: (i) (ii) (iii) (iv) (v) (vi) AS 4120 1994 Code of Tendering; the Queensland Governments State Procurement Policy; the Workplace Health and Safety Act 1995; the Building Act 1975; the Building and Construction Industry Payments Act 2004; and the Subcontractors Charges Act 1974.
(e)
3. 3.1
LEGISLATIVE PROTECTION The Queensland Government has enacted the following legislation to assist in providing security of payment and timely payments for subcontractors in the building and construction industry: Building and Construction Industry Payments Act 2004 Subcontractors Charges Act 1974
further information on these Acts, including Subcontractors Charges Act approved forms, can be accessed on the Queensland Building Services Authority website at www.bsa.qld.gov.au .
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Additional information on the Building and Construction Industry Payments Act can also be accessed on the building and construction Industry Payments Agency website at www.bcipa.qld.gov.au . 3.2 4. 4.1 The Subcontractor must ensure that all of its subcontractors are made aware of the existence of the legislation stated in clause 3.1. COLLUSIVE ARRANGEMENTS The Subcontractor warrants and represents to Lend Lease and agrees with Lend Lease that it is a condition precedent to this Subcontract that: (a) (b) the Subcontractor had no knowledge of the tender price of any other tenderer for the work under the Subcontract at the time of its tender; except as disclosed in its tender, the Subcontractor has not entered into any contract, arrangement or understanding to pay or allow any money directly or indirectly to a trade or industry association (above the published standard fee) or to or on behalf of any other tenderer in relation to the work under the Subcontract to be entered into consequent thereon, nor paid or allowed any money on that account, nor will the Subcontractor pay or allow any money on that account; except by prior agreement with Lend Lease the Subcontractor has not paid or allowed or entered into any contract, arrangement or understanding to pay or allow any money directly or indirectly to or on behalf of any other tenderer nor received any money or allowance from or on behalf of any other tenderer in relation to this Subcontract, the work under the Subcontract or any contract entered into consequent thereon, nor will the Subcontractor pay or allow or receive any money as aforesaid; and in the event of the Subcontractor paying or allowing to or on behalf of a trade or industry association or another tenderer any money in breach of these conditions, such money shall be held on trust for and become immediately due to Lend Lease. Lend Lease shall be entitled to withhold from any payment due to the Subcontractor on any account an equivalent sum as liquidated damages.
(c)
(d)
4.2
The Subcontractor warrants and represents to Lend Lease that it shall obtain like warranties and representations to those contained in paragraph clause 4.1 from each and every one of the Subcontractors subcontractors and consultants engaged to carry out work under the Subcontract. STATE PROCUREMENT POLICY Subcontracts for work under the Subcontract shall be procured pursuant to the requirements of the Queensland Governments State Procurement Policy (the Policy) and the obligations of government agencies contained in the Policy shall apply equally to the Subcontractor as though it is a government agency.
5.
6.
PERSONAL SERVICES BUSINESS DETERMINATION The Subcontractor must ensure that it, all subcontractors and any sub subcontractors: (a) (b) Have a personal services business determination in effect from the Australian Taxation Office under the Income Tax Assessment Act 1997 (Cth); or In relation to the work to be performed under the Subcontract (or sub subcontract):
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(i) (ii) (iii) 7.
will be paid to achieve a specified result or outcome; and are required to supply the plant and equipment or tools of trade needed to perform the work; and will be liable for the cost of rectifying any defect in the work performed.
FINDING OF MINERALS, FOSSILS AND RELICS Valuable minerals, fossils, articles or objects of antiquity or of anthropological or archaeological interest, treasure trove, coins and articles of value found on the Site shall as between the parties be and remain the property of Lend Lease. Immediately upon the discovery of these things the Subcontractor shall take precautions to prevent their loss or removal or damage and shall notify Lend Lease of the discovery.
8.
MANUFACTURE AND SUPPLY OF MATERIALS Lend Lease may direct the Subcontractor to supply particulars of: (a) (b) (c) (d) the mode and place of manufacture; the source of supply; the performance capacities; and other information,
in respect of any materials, machinery or equipment to be supplied or used by the Subcontractor under or in connection with the Subcontract. 9. APPRENTICE / TRAINING POLICY For the purposes of this clause 9, the term: apprentices/trainees/cadets arrangements: (i) means any employees engaged in the following
a formal apprenticeship or formal traineeship as provided for in State vocational education and training legislation that results in a nationally recognised building and construction qualification; a cadetship or scholarship incorporating formal tertiary professional or technical education that results in a nationally recognised building and construction qualification;
(ii)
DETA means the State of Queensland through the Department of Education, Training and the Arts, or such other Queensland Government entity having responsibility for employment policies and programs. upskill means the training of workers engaged to carry out work under the Subcontract on Site where such training is a prerequisite to those workers obtaining a nationally recognised building and construction competency or qualification. Upskilling must be provided by a registered training organisation.
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9.2
The Subcontractor, either directly or indirectly through its subcontractors, in its execution of the work under the Subcontract on Site, must: (a) (b) employ apprentices/trainees/cadets ; or employ apprentices/trainees/cadets and upskill workers ,
for the number of labour hours no less than the number derived by multiplying the Subcontract Sum by 0.08%: viz Subcontract Sum x 0.0008 = number of labour hours. 9.3 In complying with subclause 9.2(b), not more than 25% of the calculated number of labour hours shall be performed by workers the subject of upskilling. The number of labour hours to upskill the workers shall be limited to the nominal hours deemed necessary to adequately present the educational material, in a classroom delivery mode, for the workers to achieve an identified competency or qualification. The nominal hours shall not include hours performed as work experience, industry placement or the on-site labour hours the subject of the workers existing competency or qualification. The nominal hours necessary to achieve an identified competency or qualification shall be as determined by DETA. The Subcontractor must: (a) (b) within 10 working days of the date of commencement of work on Site, submit to Lend Lease, a completed Compliance Plan in the form in Annexure 3; and within 5 working days of the expiration of each successive thirteen week period commencing from the date calculated pursuant to subclause 9.4(a) above, submit to Lend Lease a completed Interim Compliance Report in the form in Annexure 3; and within 10 working days of the Date of Substantial Completion, or if there is more than one the last occurring Date of Substantial Completion, submit to Lend Lease, a completed Substantial Completion Compliance Report in the form in Annexure 3.
9.4
(c)
The Subcontractor acknowledges that failure to comply with the requirements of this clause9 will be a factor that will be taken into account in the award of future contracts by the State of Queensland. 10. 10.1 SITE PERSONNEL REGISTER From the commencement of work under the Subcontract until Substantial Completion, the Subcontractor must maintain a register in the form in Annexure 4(Site Personnel Register) of all individuals who carry out work under the Subcontract on Site. The Site Personnel Register must be available for inspection at all times by Lend Lease. The Subcontractor must provide statistical information in the form in Annexure 4 to the Lend Lease every 13 weeks and at such other times as Lend Lease may direct. If the Subcontractor is not bound by the Privacy Act 1988 (Cth), the Subcontractor must comply with the Information Privacy Principles contained in Queensland Government Information Standard 42 Information Privacy in relation to the information collected pursuant to this clause 10.
10.2 10.3 10.4
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11.
CUSTOMER TARIFF (ANTI-DUMPING) LEGISLATION The Subcontractor shall be responsible for the payment of and indemnify Lend Lease in respect to , any amount which is due or that may become due under the Custom Tariff (Anti-Dumping) Act 1975 (Cth) and in respect to any security that is due or may become due under the Customs Act for duty that may become due under the Customs Tariff (Anti-Dumping) Act 1975 (Cth). The Subcontract Sum shall include all amounts due under this clause 11 and the Subcontractor shall not be entitled to any additional remuneration whatsoever in respect of any such amounts that are due or that may become due.
12.
STATUTORY DECLARATION Refer Clause 21.5(a)(i) of the Subcontract Terms.
13.
PAYMENT CLAIMS Refer Clause 21.5(a)(vi) of the Subcontract Terms.
14.
COURT ORDER If a worker or subcontractor of the Subcontractor obtains a court order in respect of any moneys unpaid to the worker or subcontractor of the Subcontractor and the subject of a statutory declaration under Clause 21.5(a)(i) of the Subcontract Terms and produces to Lend Lease the court order and a statutory declaration that it remains unpaid, Lend Lease may pay the amount of the order, and costs included in the order, to the worker or subcontractor of the Subcontractor and the amount paid shall be a debt due from the Subcontractor to Lend Lease.
15. 15.1
RECORDS AND ACCESS TO RECORDS The Subcontractor shall make and keep and shall ensure all its subcontractors make and keep accurate records of its tender and of the work under the Subcontract including but not limited to all documents referred to in this Subcontract, and the specifications, design calculations, tender estimates, calculations and make ups, records as to progress of the Works, diary records of daily tasks, complete photographic records, quality system documents and records, manning and equipment records, results of the examination and testing of any work or materials, quality assurance records and reports, cost to date records, costs to complete calculations, time records, all cost records relating in any way to delays, variations, all consultants reports and opinions obtained by the them in relation to the matters referred to in this clause and all necessary supporting documents invoices records and related financial statements whether in writing or stored on any other medium whatsoever. Subject to the Subcontractors (or its subcontractors) right to claim legal professional privilege in respect of any record, which is hereby maintained, Lend Lease shall have the right to inspect and to copy at any time any record referred to in clause 15.1. In the case of any records referred to in clause 15.1 stored on a medium other than in writing the Subcontractor shall make available forthwith upon request such facilities as may be necessary to enable a legible reproduction thereof to be provided to Lend Lease. The records referred to in clause 15.1 shall only be destroyed after the issue of the Final Certificate under Clause 21.8(b) of the Subcontract Terms or after the resolution of all claims under or arising out of the Subcontract whichever is the later in time.
15.2
15.3
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15.4
Except where required by law, Lend Lease shall not, without the consent of the Subcontractor, divulge the contents of any record inspected or copied pursuant to this clause to any other person other than to the Client or an employee or agent if either the Client or Lend Lease, or use them for any purpose except with respect to the resolution of any dispute between the parties.
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Annexure 1: Form of Warranty required by the State THIS DEED POLL (Deed) is made the ................ day of ......................................... 200 ......... BETWEEN: 1. 2. Lend Lease Project Management & Construction (Australia) Pty Limited (formerly known as Bovis Lend Lease Pty Limited) (Managing Contractor) The Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971 (hereinafter with its successors, substitutes and permitted assigns called the Principal), and The party described in Item 1 of the Annexure (hereinafter with its successors, substitutes and permitted assigns called the Warrantor)
3.
RECITALS: A. The Principal and the Managing Contractor have entered into the Contract described in Item 2 of the Annexure (the Contract) pursuant to which the Managing Contractor has agreed to perform the work described in Item 3 of the Annexure (the Works). The Warrantor has agreed to supply or to supply and install the goods described in Item 4 of the Annexure (the Equipment) for the Works. The Warrantor has agreed to give the warranties and indemnity herein contained to the Principal and the Managing Contractor.
B. C.
OPERATIVE: 1. The Warrantor hereby warrants to the Principal and the Managing Contractor: 1.1 that the Equipment shall be in accordance with the quality and/or standard stipulated by the Contract and to the extent that the quality and/or standard is not so stipulated, shall be of merchantable quality and be fit for the purpose or purposes for which it is required; and on the terms more particularly set out in Item 5 of the Annexure with respect to the Equipment.
1.2
The above warranties shall be in addition to and shall not derogate from any warranty implied by law or otherwise in respect of the Equipment. 2. The Warrantor covenants with the Principal and the Managing Contractor to replace and/or make good to the reasonable satisfaction of the Principal and the Managing Contractor but at the expense of the Warrantor, so much of the Equipment as within the period described in Item 6 of the Annexure shall be found to be of a lower quality or standard than that referred to in clause 1 or shall show deterioration to such extent that in the opinion of the Principal or the Managing Contractor the Equipment ought to be made good or replaced in order to achieve fitness for the purpose or purposes for which it is required and whether this is on account of utility, performance, appearance or otherwise. The Warrantor further covenants with the Principal and the Managing Contractor to meet the cost of any work necessary to any part of the Works to enable the requirements of clause 2 of this Deed to be carried out and/or necessary to make good the Works afterwards.
3.
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4.
The decision of the Principal as to: 4.1 4.2 4.3 the Equipment failing to comply with quality or standard as abovementioned or otherwise failing to comply with the foregoing warranties; as to the extent of replacement and/or making good which shall be necessary to properly remedy the defects; or as to the extent of any work required under clause 2 of this Deed
shall be notified in writing to the Warrantor and shall be final and binding upon the parties. 5. The Warrantor further covenants that, within a reasonable time after written notification to the Warrantor of a decision of the Principal or the Managing Contractor as to work required as aforesaid, the Warrantor will replace and/or make good the Equipment or parts thereof and/or meet the cost of any work required by clause 2 of this Deed, whether or not any dispute or difference exists between the parties hereto, and the Warrantor hereby agrees to indemnify and keep indemnified the Principal and the Managing Contractor against any direct loss or damages of any nature whatsoever sustained by them or either of them, directly or indirectly arising out of any breach of the warranties, covenants or other conditions hereby given by the Warrantor howsoever arising. If, within the time prescribed in clause 5 (and the Principal's decision as to what is a reasonable time in any case shall be final and binding upon the parties), the Warrantor shall fail to fully and properly carry out the work, the Managing Contractor or the Principal may carry out such work, or cause the same to be carried out, and the Warrantor hereby agrees to indemnify and keep indemnified the Managing Contractor and the Principal against all the costs and expenses of and incidental to the carrying out of the work and also against any direct loss or damages sustained by the Managing Contractor or the Principal as a result of the Warrantor's failure as aforesaid. The provisions of this Deed shall come into operation in favour of the Principal and the Managing Contractor as soon as it has been executed by the Warrantor, notwithstanding that it may not have been or may not thereafter be executed by the Principal or the Managing Contractor. Nothing contained in this Deed is intended to nor shall render the Principal in any way liable to the Warrantor in relation to any matters arising out of the Contract or otherwise. GOVERNING LAW AND JURISDICTION This Deed shall be construed in accordance with the law of the State of Queensland and the parties irrevocably submit to the jurisdiction of the Courts of the State of Queensland. 10. NOTICES 10.1 10.2 10.3 A party may give a notice required under this Deed by delivering such notice to the address provided in Item 7 of this Annexure. Such notice may be delivered by hand. If a party gives the notice by post the notice will be taken as given on the second business day in the place of delivery after the notice is posted. The parties may give notice of another address (within Australia) to the other party and the new address shall be the address for service of the party for the purpose of this clause.
6.
7.
8. 9.
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11.
NON-REVOCATION OF POWER OF ATTORNEY Each of the Attorneys executing this Deed states that at the time of execution of this Deed, it has received no notice of revocation of the Power of Attorney pursuant to which it has executed this Deed.
12.
ASSIGNMENT The Principal may, at any time, by notice in writing to the Managing Contractor and the Warrantor, assign all or any of its rights under this deed of warranty to the State of Queensland or any other entity representing the State of Queensland, as identified in the notice (the assignee). The Managing Contractor and the Warrantor each acknowledge and agree that from the date of any notice given by the Principal pursuant to this clause, any assignment by the Principal takes effect as if the assignee had been originally named as a party to this deed of warranty in place of the Principal. The Managing Contractor and the Warrantor must not, without the prior written approval of the Principal and the other party, and except on such terms and conditions as are determined in writing by the Principal and the other party, assign this deed of warranty.
13.
EXECUTION AS A DEED POLL The parties agree that this instrument is and shall operate as a Deed Poll.
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ANNEXURE
ITEM 1: ITEM 2:
The Warrantor: The Contract: (Recital A) The Works: (Recital A)
........................................................................................ The Managing Contractor Contract for the Design and Construction Management of the Gold Coast University Hospital ........................................................................................ ........................................................................................
ITEM 3:
ITEM 4:
The Equipment: (Recital B)
........................................................................................ ........................................................................................
ITEM 5:
Detailed Warranty of Warrantor: (Clause 1)
........................................................................................ ........................................................................................
ITEM 6:
Period of Years: (Clause 2)
........................................................................................ years from the Practical Completion of the Works as defined in the Contract
ITEM 7:
Warrantors address for notices:
........................................................................................ ..........................................................................................
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EXECUTED AS A DEED POLL:
EXECUTED on 200 ... ) by ..................................................................... ) ) .......................................................................... ) (Warrantor) ) ACN ) in accordance with s.127 of the Corporations ) Act 2001 ) ) .......................................................................... ) (Signature of Director) ) ) .......................................................................... ) (Name of Director in full) )
............................................................... (Signature of Director / Secretary) ............................................................... (Name of Director / Secretary in full)
OR
Signed by [insert name of attorney] as attorney for [insert Warrantor name] (ABN ) under power of attorney in the presence of:
Attorney
Witness
Page 91
Annexure 1: Form of Warranty required by the State THIS DEED POLL (Deed) is made the .... day of ......................... 200 ...... BETWEEN: 1. 2. Lend Lease Project Management & Construction (Australia) Pty LimitedF (formerly known as Bovis Lend Lease Pty Limited) (Managing Contractor) The Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971 (hereinafter with its successors, substitutes and permitted assigns called the Principal), and The party described in Item 1 of the Annexure (hereinafter with its successors, substitutes and permitted assigns called the Warrantor)
3.
RECITALS: A. The Principal and the Managing Contractor have entered into the Contract described in Item 2 of the Annexure (the Contract) pursuant to which the Managing Contractor has agreed to perform the work described in Item 3 of the Annexure (the Works). The Warrantor has agreed to supply or to supply and install the goods described in Item 4 of the Annexure (the Equipment) for the Works. The Warrantor has agreed to give the warranties and indemnity herein contained to the Principal and the Managing Contractor.
B. C.
OPERATIVE: 1. The Warrantor hereby warrants to the Principal and the Managing Contractor: 1.1 that the Equipment shall be in accordance with the quality and/or standard stipulated by the Contract and to the extent that the quality and/or standard is not so stipulated, shall be of merchantable quality and be fit for the purpose or purposes for which it is required; and on the terms more particularly set out in Item 5 of the Annexure with respect to the Equipment.
1.2
The above warranties shall be in addition to and shall not derogate from any warranty implied by law or otherwise in respect of the Equipment. 2. The Warrantor covenants with the Principal and the Managing Contractor to replace and/or make good to the reasonable satisfaction of the Principal and the Managing Contractor but at the expense of the Warrantor, so much of the Equipment as within the period described in Item 6 of the Annexure shall be found to be of a lower quality or standard than that referred to in clause 1 or shall show deterioration to such extent that in the opinion of the Principal or the Managing Contractor the Equipment ought to be made good or replaced in order to achieve fitness for the purpose or purposes for which it is required and whether this is on account of utility, performance, appearance or otherwise. The Warrantor further covenants with the Principal and the Managing Contractor to meet the cost of any work necessary to any part of the Works to enable the requirements of clause 2 of this Deed to be carried out and/or necessary to make good the Works afterwards.
3.
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4.
The decision of the Principal as to: 4.1 4.2 4.3 the Equipment failing to comply with quality or standard as abovementioned or otherwise failing to comply with the foregoing warranties; as to the extent of replacement and/or making good which shall be necessary to properly remedy the defects; or as to the extent of any work required under clause 2 of this Deed
shall be notified in writing to the Warrantor and shall be final and binding upon the parties. 5. The Warrantor further covenants that, within a reasonable time after written notification to the Warrantor of a decision of the Principal or the Managing Contractor as to work required as aforesaid, the Warrantor will replace and/or make good the Equipment or parts thereof and/or meet the cost of any work required by clause 2 of this Deed, whether or not any dispute or difference exists between the parties hereto, and the Warrantor hereby agrees to indemnify and keep indemnified the Principal and the Managing Contractor against any direct loss or damages of any nature whatsoever sustained by them or either of them, directly or indirectly arising out of any breach of the warranties, covenants or other conditions hereby given by the Warrantor howsoever arising. If, within the time prescribed in clause 5 (and the Principal's decision as to what is a reasonable time in any case shall be final and binding upon the parties), the Warrantor shall fail to fully and properly carry out the work, the Managing Contractor or the Principal may carry out such work, or cause the same to be carried out, and the Warrantor hereby agrees to indemnify and keep indemnified the Managing Contractor and the Principal against all the costs and expenses of and incidental to the carrying out of the work and also against any direct loss or damages sustained by the Managing Contractor or the Principal as a result of the Warrantor's failure as aforesaid. The provisions of this Deed shall come into operation in favour of the Principal and the Managing Contractor as soon as it has been executed by the Warrantor, notwithstanding that it may not have been or may not thereafter be executed by the Principal or the Managing Contractor. Nothing contained in this Deed is intended to nor shall render the Principal in any way liable to the Warrantor in relation to any matters arising out of the Contract or otherwise. GOVERNING LAW AND JURISDICTION This Deed shall be construed in accordance with the law of the State of Queensland and the parties irrevocably submit to the jurisdiction of the Courts of the State of Queensland. 10. NOTICES 10.1 10.2 10.3 A party may give a notice required under this Deed by delivering such notice to the address provided in Item 7 of this Annexure. Such notice may be delivered by hand. If a party gives the notice by post the notice will be taken as given on the second business day in the place of delivery after the notice is posted. The parties may give notice of another address (within Australia) to the other party and the new address shall be the address for service of the party for the purpose of this clause.
6.
7.
8. 9.
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11.
NON-REVOCATION OF POWER OF ATTORNEY Each of the Attorneys executing this Deed states that at the time of execution of this Deed, it has received no notice of revocation of the Power of Attorney pursuant to which it has executed this Deed.
12.
ASSIGNMENT The Principal may, at any time, by notice in writing to the Managing Contractor and the Warrantor, assign all or any of its rights under this deed of warranty to the State of Queensland or any other entity representing the State of Queensland, as identified in the notice (the assignee). The Managing Contractor and the Warrantor each acknowledge and agree that from the date of any notice given by the Principal pursuant to this clause, any assignment by the Principal takes effect as if the assignee had been originally named as a party to this deed of warranty in place of the Principal. The Managing Contractor and the Warrantor must not, without the prior written approval of the Principal and the other party, and except on such terms and conditions as are determined in writing by the Principal and the other party, assign this deed of warranty.
13.
EXECUTION AS A DEED POLL The parties agree that this instrument is and shall operate as a Deed Poll.
Page 94
ANNEXURE
ITEM 1: ITEM 2:
The Warrantor: The Contract: (Recital A) The Works: (Recital A)
........................................................................................ The Managing Contractor Contract for the Design and Construction Management of the Gold Coast University Hospital ........................................................................................ ........................................................................................
ITEM 3:
ITEM 4:
The Equipment: (Recital B)
........................................................................................ ........................................................................................
ITEM 5:
Detailed Warranty of Warrantor: (Clause 1)
........................................................................................ ........................................................................................
ITEM 6:
Period of Years: (Clause 2)
........................................................................................ years from the Practical Completion of the Works as defined in the Contract
ITEM 7:
Warrantors address for notices:
........................................................................................ ..........................................................................................
Page 95
EXECUTED on 200 ... ) by ..................................................................... ) ) .......................................................................... ) (Warrantor) ) ACN ) in accordance with s.127 of the Corporations ) Act 2001 ) ) .......................................................................... ) (Signature of Director) ) ) .......................................................................... ) (Name of Director in full) )
............................................................... (Signature of Director / Secretary) ............................................................... (Name of Director / Secretary in full)
OR
Signed by [insert name of attorney] as attorney for [insert Warrantor name] (ABN ) under power of attorney in the presence of:
Attorney
Witness
Page 96
Annexure 2: Statutory Declaration by Subcontractor Oaths Act 1867 Queensland To Wit I, .. of .. . do solemnly and sincerely declare that, in relation to the Contract between the Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971 and Lend Lease Project Management & Construction (Australia) Pty Limited the Managing Contractor under the the Contract. (name of Subcontractor) .. (the Subcontractor) is a Subcontractor to the Managing Contractor for part of the work under the Contract, namely: ..................................................................................................................................................... .....................................................................................................................................................
1.
I hold the position of ......................................................................................................... I am in a position to know the facts contained herein and to bind the Subcontractor by the terms of this declaration, and I am duly authorised by the Subcontractor to make this declaration on its behalf. All the Subcontractor's workers who at any time have been engaged on work under the Contract by the Subcontractor have been paid in accordance with the relevant award or industrial instrument all moneys due and payable to them up to the date of submission by the Managing Contractor of Progress Claim No ... All subcontractors of the Subcontractor have been paid all that is due and payable to them up to the date of submission by the Managing Contractor of Progress Claim No in respect of their part of the work under the Contract. All relevant taxes, duties, statutory fees, charges and other amounts due in respect of the Subcontract and payable by the Subcontractor have been paid. The Subcontractor holds QBSA Act Licence No. . which is current until ..
2.
3.
4.
5.
And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Oaths Act 1867.
TAKEN AND DECLARED before me
) ) ............................... name in full .............. ) ) ................................................................... ) ) at ............................................................... ) .................................................................... ) ) in the State of ............................................ ) ) this day of ........ 200 . )
.. Subcontractor A Justice of the Peace / Legal Practitioner / Commissioner for Declarations
Page 97
Annexure 3 - Apprentice/Trainee Policy
APPRENTICE/TRAINEE POLICY
(Schedule of State Requirements) COMPLIANCE PLAN
(Form to be completed and returned within 10 working days of the date of commencement of Construction Work on Site)
MANAGING CONTRACTOR Legal Name: Lend Lease Project Management & Construction (Australia) Pty Limited (formerly known as Bovis Lend Lease Pty Limited) Address: Level 18, Waterfront Place, 1 Eagle Street, Brisbane QLD Postcode: 4000 Phone No: (07) 3225 7100 Fax No: (07) 3225 7351 Contact Person: ...................................................................................................................................................... SUBCONTRACTOR Name: ...................................................................................................................................................... Address: ...................................................................................................................................................... ........................................................................................... Postcode: ..................................... Phone No: ( ) ............................................................... Fax No: ( ) .......................................................... Contact Person: ...................................................................................................................................................... SUBCONTRACT DESCRIPTION Works Package: ...................................................................................................................................................... State Project Number: ............................................................................................................................................... As Subcontractor, you have given a Contractual commitment to comply with the Apprentice/Trainee Policy. Please provide details of where you intend to source your workers under structured training. *Note: This is simply a guide to indicate your intentions. SUBCONTRACT SUM: $_____________ or x 0.08% (Building) x 0.04% (Civil) (a) =________ Total hours of compliance (b) = ________ Total hours of compliance
Up skilling your existing workers Employing your own apprentices/trainees/cadets Using Group Training Scheme apprentices/trainees/cadets Using Q-Build apprentices/trainees/cadets Using sub-contractor apprentices/trainees/cadets Using RTCS apprentices/trainees/cadets Other (please specify)____________________________
=_________hrs =_________hrs =_________hrs =_________hrs =_________hrs =_________hrs =_________hrs (c) =_________ Total hours of compliance
(should equal either a or b above)
______________________________________
(Signature Authorised Person)
/ Form to completed and returned to:
/20
Lend Lease Project Management & Construction (Australia) Pty Limited Level 18, Waterfront Place 1 Eagle Street Brisbane QLD 4000
Page 98
APPRENTICE/TRAINEE POLICY (Schedule of State Requirements) INTERIM COMPLIANCE REPORT (To be submitted within 5 working days of the expiration of the successive 13 week period commencing from the date of commencement of Construction Work on Site) MANAGING CONTRACTOR Legal Name: Address: Phone No: Contact Person Lend Lease Project Management & Construction (Australia) Pty Limited (formerly known as Bovis Lend Lease (Pty Limited) Level 18, Waterfront Place, 1 Eagle Street, Brisbane Qld Postcode: 4000 (07) 3225 7100 Fax No: (07) 3225 7351 ............................................................... Position: .....................................................................
SUBCONTRACTOR Name: Address: ...................................................................................................................................................... ...................................................................................................................................................... ........................................................................................... Postcode: ..................................... Phone No: ( ) ............................................................... Fax No: ( ) .......................................................... Contact Person ...................................................................................................................................................... SUBCONTRACT DESCRIPTION Works Package: ...................................................................................................................................................... State Project Number: ............................................................................................................................................... SUBCONTRACT SUM: $__________ or (1) Structured Training Hours Achieved For The Period___/___/___ to___/___/___ =_____________hours ______________________________________
(Signature of Authorised Person)
x 0.08% (building) x 0.04% (civil)
=__________total hours of compliance =__________total hours of compliance
/ (1)
/20
Structured Training Hours as defined in the 10% Training Policy Quick Guide available from DETA on ph: (07) 3237 0154 and Qld Purchasing on ph: 1800 631 991 or (07) 3235 4333 Lend Lease Project Management & Construction (Australia) Pty Limited Level 18, Waterfront Place 1 Eagle Street Brisbane Qld 4000
Form to be completed and returned to:
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APPRENTICE/TRAINEE POLICY (Schedule of State Requirements) PRACTICAL COMPLETION REPORT (To be submitted within 10 working days of the Date of Practical Completion, or if there is more than one, the last occurring Date of Practical Completion) MANAGING CONTRACTOR Lend Lease Project Management & Construction (Australia) Pty Limited (formerly known as Bovis Lend Lease Pty Limited) ADDRESS: Level 18, Waterfront Place, 1 Eagle Street, Brisbane Qld ............... POSTCODE: 4000 PHONE No: (07) 3225 7100 FAX No: (07) 3225 7351 CONTACT PERSON: ............................................................................................................................................. SUBCONTRACTOR NAME: .................................................................................................................................................................... ADDRESS: ................................................................................. POSTCODE: ................................................... PHONE No: ( ) ....................................................................... FAX No: ( ) ................................................ CONTACT PERSON: ............................................................................................................................................. CONTRACT DESCRIPTION WORKS PACKAGE: ............................................................................................................................................... ..................................................................................................... State Project Number: ..................................... DEEMED HOURS FOR TRAINING SUBCONTRACT SUM: TRAINING DETAILS
If insufficient space please see over
LEGAL IDENTITY:
$ ........ or
x 0.08% (building) x 0.04% (civil)
= (Hours) = (Hours)
Apprentice/Trainee Name
Training Agreement No. (b)
Apprenticeship/ Traineeship/ Cadetship (c)
Period of Total Hours Employer Engagement on Project (d) (e) (f)
Form to be completed and returned to: Lend Lease Project Management & Construction (Australia) Pty Limited Level 18, Waterfront Place 1 Eagle Street Brisbane Qld 4000
The above information is true and correct.
..................................................................
Signature of Authorised Agent
Page 100
APPRENTICE/TRAINEE POLICY (Schedule of State Requirements) PRACTICAL COMPLETION REPORT (continued) Subcontractor Name: ............................................................................................................................................... State Project Number: ............................................................................................................................................. Page: ........... of ................ Apprentice/Trainee Name Training Agreement No. Apprenticeship/ Period of Total Hours Employer Traineeship/ Engagement on (b) Cadetship (c) Project (d) (e) (f)
The above information is true and correct. ..................................................................

Page 101
APPRENTICE/TRAINEE POLICY (Schedule of State Requirements) SUBSTANTIAL COMPLETION REPORT (To be submitted within 14 days of the Date of Substantial Completion, or if there is more than one, the last occurring Date of Substantial Completion) MANAGING CONTRACTOR LEGAL IDENTITY: Lend Lease Project Management & Construction (Australia) Pty Limited (formerly known as Bovis Lend Lease Pty Ltd) ................................................................................................... ADDRESS: Level 18, Waterfront Place, 1 Eagle Street, Brisbane Qld ................. POSTCODE: 4000 PHONE No: (07) 3225 7100 FAX No: (07) 3225 7351 CONTACT PERSON: ............................................................................................................................................. SUBCONTRACTOR NAME: .................................................................................................................................................................... ADDRESS: ................................................................................. POSTCODE: ................................................... PHONE No: ( ) ....................................................................... FAX No: ( ) ................................................ CONTACT PERSON: .............................................................................................................................................
Legal or trade name of the employer listed on the training CONTRACT DESCRIPTION agreement that applies to the WORKS PACKAGE: ............................................................................................................................................... apprentice/trainee in column C. This may be a ..................................................................................................... State Project Number: ..................................... subcontractor or group scheme. DEEMED HOURS FOR TRAINING
SUBCONTRACT SUM: $ ..................................................... x 0.08% (building) = (Hours) or x 0.04% (civil) ............ = (Hours) TRAINING DETAILS
If insufficient space please see over
Apprentice/Trainee Name (a)
Training Agreement No. (b)
Apprenticeship/ Traineeship/ Cadetship (c)
Period of
Engagement on Project (d)
Total Hours (e)
Employer (f)
For the purposes of compliance, the terms apprentices/trainees/cadets shall include any employees engaged in the following arrangements: A formal apprenticeship or formal traineeship as provided for in State vocational education and training legislation (refer to the Quick Guide for a detailed list of acceptable trades); and A cadetship or scholarship implying formal tertiary, professional or technical education.
Form to be completed and returned to: The above information is true and correct. Lend Lease Project Management & Construction (Australia) Pty Limited Level 18, Waterfront Place 1 Eagle Street Brisbane Qld 4000 ..................................................................
Page 102
Upskilling Existing Worker Details Subcontractor Name: ............................................................................................................................................... State Project Number: ............................................................................................................................................. Works Package: ....................................................................................................................................................... Page: ........... of ................ # Hours of training will be based on the nominal hours of the competency unit/s provided it culminates in a nationally recognised building/civil construction competency or qualification. Time spent conducting skills assessments to identify skill gaps will not be counted towards Subcontractor 10% Policy compliance requirements (i.e.: Recognition of prior learning is not considered as training under the 10% Policy)
Student/Employee Name
Qualificatio n/Competen cy Code
Start Date Training
of
Name of Registered Training Organisation (RTO)
# Hours of Training
e.g Bill Smith
BCC2009A
12/09/2001
X Construction Training
Signature of authorised officer from RTO verifying training. xxxxxxxxxxx
The above information is true and correct. .................................................................. Signature of Subcontractor /

day month
/
year
Page 103
Annexure 4 Site Personnel Register Schedule of State Requirements)

Project Name: Subcontractors Name:
Name Is this person an owner/partner of an approved subcontractor/ sub subcontractor? Y or N (if N please complete the rest of the table as applicable) (b) Is this person remunerated in accordance with an award or industrial instrument? Y or N (if Y please complete column (d) and (e) only; if N complete columns (e) to (i) only) (c) Name of award or industrial instrument? (if applicable) Name of this persons Employer?
Project Location: Project Registration Number:

Is a WorkCover premium paid in respect of this person? Y or N Are superannuation contributions made in respect of this person? Y or N Is tax withheld from payments made to this person? Y or N Is Payroll tax paid in respect of this person where applicable? Y or N or N/A
(a)
(d)
(e)
(f)
(g)
(h)
(i)
Note: The following notes are applicable when filling out the form above: a) b) c) d) When the answer to the question in column (b) is NO, the individual concerned will be considered to be a worker as that term is defined in the Workplace Health and Safety Act 1995 and the Workers Compensation and Rehabilitation Act 2003 unless evidence can be provided to the contrary Column A needs to be filled in for all the Owners/Partners/Employees/Sub-contractors/Contractors etc that have been on site during the course of the previous month. Column B needs can only be yes if the applicable person is an owner / partner of the approved subcontractor/sub-subcontractor. If the answer is Yes, then the company the person nominated in A owns or is a partner of needs to be noted, together with their ABN, in E. Column C is as per the Register. If Yes then you need to complete columns D and E. If you answer No then you need to complete E to I Columns D needs to be filled in if Yes is answered in column C. The full name of the applicable instrument of Agreement needs to be noted in this column. An example in this instance could be CFMEU, ABC Queensland Pty Ltd Union Collective Agreement Any sub-subcontractor needs to also fulfil this requirement Column E needs to have the actual employers name
e)
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Site Personnel Register Summary (Schedule of State Requirements)
Project Name: Subcontractors Name: Response
Project Location: Project Registration Number: Total
1. Total number that responded Y to the question in column (b)? 2. Total number that responded N to the question in column (b) and Y to the question in column (c)? 3. Total number that responded N to the question in column (b) and N to the question in column (c)? 4. Total number that responded N to the question in column (f) 5. Total number that responded N to the question in column (g) 6. Total number that responded N to the question in column (h) 7. Total number that responded N to the question in column (i)
Date: Signature:
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SCHEDULE OF INDUSTRIAL REQUIREMENTS 1. (a) Responsibility for Industrial Requirements The Subcontractor acknowledges and agrees that subject to law, the overall co-ordination of industrial matters relating to the Works, including those affecting the Subcontractor's personnel, will be exercised by Lend Lease. This does not relieve the Subcontractor of its responsibilities relating to its personnel or the Works. Subject to any instruction Lend Lease may give, the Subcontractor is responsible for industrial matters for its personnel. At least 5 days prior to commencing work on the Site the Subcontractor must submit to Lend Lease the Subcontractors plan for the management of industrial matters (including industrial disputes) for the Works for Lend Leases approval. Representatives
(b)
2.
The director or other senior representative of the Subcontractor nominated in the Appendix: (a) (b) will be responsible for the overall direction, control and management of all industrial matters in respect of the Subcontractors personnel; and must report to and confer with Lend Lease on industrial matters arising out of, affecting or which may affect the performance of the Works.
The Subcontractor must not change its nominee without the written consent of Lend Lease which must not be unreasonably withheld. 3. (a) Personnel The Subcontractor must not permit a person to commence work on the Site unless: (i) (ii) (iii) (b) the person has been transferred to the Site from other works of the Subcontractor or its subcontractor; has been engaged through the Subcontractor's or its subcontractor's head office and details of personnel matters referred to in Clause 3(a) of this Schedule have been submitted to Lend Lease.
The Subcontractor must not make cash-in-hand payments to employees working on the Site where such payments are contrary to the provisions of any applicable award or legislation. The Subcontractor must not engage in any unlawful arrangements or practices designed to avoid award or legislative obligations including treating a genuine employee as an independent contractor or allowing inappropriate application of the Pay As You Go (PAYG) system of taxation. Compliance with Legislation, Awards etc The Subcontractor must ensure that its personnel are paid, as a minimum, at the rates fixed by relevant legislation, awards and/or applicable industrial instruments and are employed under the conditions (including hours of work) prescribed therein. Where the Subcontractor engages personnel under a services contract, such contract must be a bona-fide arrangement that complies with all relevant legislation.
(c)
4. (a)
(b)
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5. (a)
Employee's Compliance with Awards and Directions The Subcontractor must ensure that its personnel are conversant with and adhere to the dispute settlement procedures contained in relevant awards and enterprise agreements relevant to those personnel. The Subcontractor must ensure that its personnel and the personnel of its suppliers abide by all recommendations, directions or orders of relevant industrial courts and tribunals or of a private arbitrator or panel of arbitrators appointed in accordance with a relevant enterprise agreement or award. A failure by the Subcontractor's personnel or the personnel of its suppliers to return to work or lift bans or work limitations in accordance with a recommendation, direction, decision or order of a Tribunal or Court will be deemed to be a breach by the Subcontractor of this Schedule for the purposes of Clause 22.4 of the Subcontract Terms. Disputes
(b)
6.
The Subcontractor must inform Lend Lease promptly of: (a) (b) disputes, or threatened disputes with its personnel or a union, including any dispute which may affect the Works either on or off the Site; demands for wages or conditions in excess of or outside the scope of the applicable legislation, awards, agreements, determinations, judgments or orders in force from time to time; demarcation problems that arise or are likely to arise between its personnel and other personnel on the Site; and
(c)
after the Subcontractor informs Lend Lease of the matters listed in Clauses 6(a) to 6(c) the Subcontractor must meet with Lend Lease as soon as possible to discuss how the Subcontractor plans to resolve the disputes, demands or problems. 7. Relevant Legislation, Awards and Enterprise Agreements
In the event that any provision of this Subcontract contravenes any requirement of any relevant legislation, award, code of practice, implementation guideline or enterprise agreement, then that provision will not apply and the requirement of the legislation, award, code, implementation guideline or enterprise agreement will prevail.
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SCHEDULE OF ENVIRONMENT, HEALTH & SAFETY (EH&S) REQUIREMENTS 1. Responsibility for EH&S Requirements
The Subcontractor acknowledges and agrees that the overall co-ordination of safety and environmental matters relating to the Project, including those affecting the Subcontractor's personnel, will be exercised by Lend Lease. Notwithstanding, the Subcontractor must also implement appropriate work practices and operating procedures and exercise due diligence in its execution of the works to ensure the safety of all persons on the Site, members of the public who may be affected by the Works and for the protection of the environment. 2. Compliance with Legislation and EH&S Management System
In addition to Clause 11.1 of the Subcontract Terms, the Subcontractor shall, from the commencement of the Works until the later of the end of all Defects Liability Periods or the date of rectification of all Defects under Clause 14.7 of the Subcontract Terms, comply with all relevant: (a) (b) (c) (d) (e) codes of practice, Australian Standards, Lend Lease internal standards notified to the Subcontractor, the Subcontractors EH&S management system; and directions by Lend Lease,
in relation to EH&S matters. 3. EH&S management system
Prior to commencement of the Works, the Subcontractor must: (a) (b) (c) document, obtain Lend Leases written approval of; and then implement,
an EH&S management system for the Works. As a minimum requirement, the EH&S management system must address the following elements: (a) (b) (c) the Subcontractors EH&S policy, objectives and general risk assessment of the Subcontractors work; the Subcontractors EH&S work practices and operating procedures and in the absence of these, the practices and procedures developed by Lend Lease; the Subcontractors EH&S formal and informal inspection criteria and audit procedures for each significant risk identified during a risk assessment process, and its reporting obligations; EH&S roles and responsibilities of Subcontractors personnel; EH&S performance evaluation criteria for the Works including criteria for:
(d) (e)
Page 108
(i) (ii) (iii) (f) 4.
emergency response programs, rehabilitation programs and occurrence investigations;
EH&S training and retraining of personnel; Amendments to the Subcontractors EH&S management system
The Subcontractor must amend its EH&S management system during the progress of the Works: (a) (b) to reflect any changes in risk assessments, work methods, or as reasonably required by Lend Lease from time to time; or if in the opinion of Lend Lease: the Subcontractor is not complying with its EH&S management system, or the Subcontractors system is inadequate,
and Lend Lease directs the Subcontractor to amend its EH&S management system. Any amended EH&S management system of the Subcontractor must be approved by Lend Lease. Delays and costs associated with any suspension of the works or remedial measures to meet the requirements of this Schedule are the Subcontractors responsibility. 5. EH&S obligations
Notwithstanding the approved EH&S management system, the Subcontractor must, as relevant to the works: (a) EH&S work practices and operating procedures - environmental (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) noise and vibration impacts and mitigation - meet or better the criteria set by Authorities and not cause undue impact on surrounding areas and stakeholders; air quality and dust control - meet or better the criteria set by Authorities and protect the Subcontractors Personnel and the public; water quality and erosion - protect waterways, prevent or contain erosion and meet criteria set by Authorities; groundwater or contamination - prevent pollution to the soil or groundwater within the Site, including spill prevention and containment; contaminated soil and waste management - minimise waste to landfill and correctly classify and manage waste, including contaminated soils; chemical handling and dangerous goods - meet or exceed Statutory Requirements; flora and fauna - protect or enhance biodiversity within the site; heritage- protect or enhance European or Aboriginal heritage;
Page 109
(ix) (b)
housekeeping generally maintain practices and procedures for optimal operations on Site.
EH&S work practices and operating procedures health & safety (i) provide materials and machinery which are adequately equipped, guarded, protected, approved and serviced on a regular basis and to manufacturers specification; ensure that all electrical installations, materials, extension cords, fittings and the like provided for the Works comply with the requirements of Lend Lease and all relevant Authorities; ascertain from Lend Lease, or provide to Lend Lease, safe working loads for structures on the Site. If working loads on these structures are capable of being exceeded then the Subcontractor, prior to commencing work, must advise Lend Lease of that fact and must design and construct temporary supports satisfactory to Lend Lease which are sufficient in all respects to support the working loads on these structures. Work must not be carried out by the Subcontractor on structures where working loads exceed the safe working loads either advised by Lend Lease or determined by the Subcontractor; obtain a hot work permit approved by both Lend Lease and the Subcontractor for any activity that involves the potential for fire or explosion; ensure first aid facilities are provided and maintained and supplement them with other facilities; where the Subcontractor's personnel carry out work on the Site outside the hours specified in the Appendix, ensure the attendance at the Site during those hours of at least one of the Subcontractors personnel who is a certified first aid attendant; provide to Lend Lease, in a form acceptable to Lend Lease, Material Safety Data Sheets, copies of EH&S risk assessments and management inspection procedures in respect of chemicals or substances to be brought to or taken from the Site, prior to their delivery to or removal from the Site; undertake, document and provide an assessment of the risks for the works to the requirements of the AS 4360:2004 and develop appropriate controls for the risks. Where the controls identify that persons will be undertaking construction work on Site, the Subcontractor shall provide safe work method statements for all such work. The safe work method statement shall meet all Statutory (and Lend Lease) Requirements. obtain and maintain in a register all relevant licences, permits, environmental impact assessments and other instruments which are required by all Statutory Requirements or Lend Lease.
(ii)
(iii)
(iv) (v) (vi)
(vii)
(viii)
(ix)
(c)
EH&S inspection criteria - audit & reporting procedures (i) undertake regular formal and informal EH&S inspections that review its performance and its adherence to its EH&S management system, identify any deficiencies in the system and maintain records of these inspections. The Subcontractor must allow Lend Lease to inspect these records and undertake audits of the Subcontractors EH&S management system and its implementation and require reasonable rectification of deficiencies;
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(ii)
establish a register for and, where required, provide evidence to Lend Lease of, all licences, registrations, orders and approvals, and all renewals thereof required of the Subcontractor for the Works; prior to delivery of any plant and equipment to the Site, provide to Lend Lease a schedule of the details of the plant and equipment, the regulatory operating conditions and the current maintenance and inspection records applicable to that plant and equipment; with each payment claim submitted under Clause 21.2 of the Subcontract Terms, furnish a report with the following information: current status of any injured personnel, damaged property or environmental damage or pollution; status of the implementation and effectiveness of the corrective action referred to in Clause 5(c)(iv) of this Schedule; status of those personnel under a workers compensation or rehabilitation program; a statement as to compliance with its EH&S management system from a senior manager of the Subcontractor; and in respect of Clause 5(e)(iii) of this Schedule, upon completion of the clean-up operation, provide Lend Lease with a certificate stating that the operation has been completed in accordance with the relevant legislation;
(iii)
(iv)
(iv)
each week, provide to Lend Lease's Site Manager the following information: the names of the Subcontractor's personnel employed on the Site during the week; the total hours worked on the Site by those personnel in the week; details of injuries to those personnel including times of cessation and recommencement of work in the format required by Lend Lease; copies of reports to authorities and clearance for their return to work if and when required; and any non-compliances found during the inspections referred to in this Clause 5(c)(i) of this Schedule and the consequent EH&S management system deficiency and corrective action taken;
(d)
EH&S roles and responsibilities (i) ensure the Subcontractors EH&S supervisor, as nominated in the Appendix: is present on Site at the times reasonably required by Lend Lease; is in regular attendance at EH&S meetings and inspections or other similar meetings required by Lend Lease; records and reports to Lend Lease EH&S information required by Lend Lease, including collection of man hours and statistics on waste generation etc;
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(ii)
completes daily EH&S inspections; and prepares ongoing risk assessments and safe work procedures.
provide to Lend Lease details of the qualifications and experience of the Subcontractors EH&S supervisor. If in the opinion of Lend Lease, the supervisor is not a competent EH&S supervisor, Lend Lease reserves the right to require the Subcontractor to renominate a competent EH&S supervisor acceptable to Lend Lease;
(e)
Performance evaluation criteria - occurrence notification & recording (i) at its cost, immediately remove from the Site materials which in Lend Lease's opinion may constitute a health, safety or environmental risk or which are defective or inadequate for the work for which they were required; upon the occurrence of any actual or potential Class 1 event (as defined in the Subcontractors EH&S management), verbally inform Lend Leases Site Manager of the following information: (iii) description of the event and the circumstances which led to the occurrence of the event; and details of any injuries to personnel and damage to property or the environment;
(ii)
within 3 days of any actual or potential Class 1 or actual Class 2 event (as defined in the Subcontractors EH&S management system), submit to Lend Leases Site Manager a written report addressing: current status of the information referred to in Clause 5(e)(ii) of this Schedule; the potential for the event to re-occur in executing the Works; copy of preliminary investigation conducted by the Subcontractor including the deficiency in the Subcontractors EH&S management system which led to the event and the recommended corrective actions for the rectification of the deficiency; copy of any notice required to be notified by the Subcontractor to a statutory authority; and in the event of any environmental damage or pollution, details of the cleanup operations necessary to restore the environment to its previous state or better;
(iv)
where the Subcontractor fails to comply with an EH&S procedure, direction or requirement applying to the Site and Lend Lease issues a written notice requiring the Subcontractor to remedy the default prior to proceeding with the Works, remedy the default within the time specified in the notice, failing which Lend Lease may remedy the default and the Subcontractor will be liable for Losses suffered by Lend Lease;
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(f)
Performance evaluation criteria - EH&S rehabilitation (i) (ii) ensure that its personnel comply with all relevant legislation relating to the health, safety and rehabilitation of personnel; establish and ensure that its subcontractors establish appropriate programmes for the rehabilitation of injured workers. The programmes must comply with the relevant legislation or, in the absence of any legislation, the rehabilitation policy and procedures developed by Lend Lease; provide to Lend Lease details of: o o its rehabilitation programmes; and the qualifications and experience of the Subcontractors rehabilitation coordinator for the Works nominated in the Appendix;
(iii)
(g)
EH&S training and retraining of personnel (i) be able to demonstrate that the Subcontractors personnel are conversant with and adhere to all relevant occupational health and safety and environmental legislation, codes of practice, manufacturers and suppliers specifications, including site safety and environmental instructions issued by Lend Lease. Should the Subcontractor fail to provide rehabilitation of light duties, Lend Lease may elect to provide these at the Subcontractors expense to ensure that the injured person is rehabilitated as quickly as possible; be able to demonstrate that the Subcontractors personnel are involved with the preparation of the EH&S management system for the Works, including the risk assessment process and the preparation and compliance of safe work practices and procedures; ensure that the Subcontractors personnel attend a Lend Lease site induction and specific job safety induction safe work practice or safe operating procedure programme for the Site and use best endeavours to ensure induction programmes are undertaken prior to the relevant personnel commencing on the Site; if directed by Lend Lease, at the Subcontractors cost, arrange for the Subcontractor's personnel to attend a re-induction programme nominated by Lend Lease; be able to demonstrate that the Subcontractors personnel are adequately trained and instructed in the safe and correct usage, handling and operation of materials relevant to the tasks to which they are assigned. Lend Lease may from time to time require reasonable proof that the Subcontractor's personnel are appropriately trained and instructed and that all Materials are used and maintained in accordance with the manufacturers specifications. The Subcontractor must ensure that its personnel are not directed or expected to undertake work or activities which might be detrimental to the environment or the safety, health or welfare of themselves or others; ensure that its personnel participate in, at their cost, the project skilling enhancement training program or other training programs as directed by Lend Lease.
(ii)
(iii)
(iv)
(v)
(vi)
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SCHEDULE OF PROGRAMMING REQUIREMENTS In the Subcontract: Medium Range Schedule means the Medium Range Schedule provided by Lend Lease under Clause 1(c) of this Schedule, as updated or amended by Lend Lease. Overall Target Schedule means the Overall Target Schedule provided by Lend Lease to the Subcontractor, as updated or amended by Lend Lease. Programme Information means the information provided by the Subcontractor under Clause 2.1 of this Schedule and approved by Lend Lease under Clause 2(c) of this Schedule, as revised or updated by the Subcontractor or Lend Lease and approved by Lend Lease under this Schedule. Short Range Schedule means the Short Range Schedule provided by Lend Lease under Clause 4 of this Schedule, as updated or amended by Lend Lease. Subcontractor's Programme means the Subcontractor's programme provided by the Subcontractor under Clause 2(a) of this Schedule and approved by Lend Lease under Clause 2(c) of this Schedule, as revised or updated by the Subcontractor or Lend Lease and approved by Lend Lease under this Schedule. 1. (a) Overall Target Schedule and Medium Range Schedules The Subcontractor acknowledges that: (i) (ii) it has examined Lend Lease's Overall Target Schedule; no allowance has been made in the Overall Target Schedule for the impact of delays or disruption that may occur subsequent to the date of the preparation of the Overall Target Schedule; and the Overall Target Schedule does not list all activities or items of work required for completion of the Works or all interfaces with the work of other subcontractors.
(iii) (b) (c) 2. (a)
From time to time Lend Lease may update or amend the Overall Target Schedule. Lend Lease may issue Medium Range Schedules. A Medium Range Schedule will detail particular activities shown on the Overall Target Schedule. Subcontractor's Programme Within 10 days of being notified of the award of the Subcontract, the Subcontractor must submit to Lend Lease for approval either a programme or the information required by Lend Lease which must: (i) be consistent with the dates shown on the Overall Target Schedule and Medium Range Schedule for commencement and completion of: (A) (B) (C) the Works; the Stages of the Works (if any); and the activities and items required for completion of the Works, making due allowance for delays since the issue of the Overall Target Schedule;
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(ii) (iii)
show all on and off-site activities necessary to permit weekly comparisons between the Works as programmed and the actual progress of the Works; show the dates or periods for: (A) (B) (C) (D) supply of drawings and information from Lend Lease; approvals from Authorities and Lend Lease; provision of samples, opening up for inspection work covered up and testing of materials or executed work; provision and approval of shop drawings and as-constructed drawings allowing for the times required for Lend Leases review and approval as stated in the Appendix; provision of all maintenance and operations manuals including drafts thereof; supply of essential materials; sequences and labour requirements for commissioning; provision and approval of safety procedures; provision of quality procedures; and all other activities which have a significant bearing on the time required for Substantial Completion;
(E) (F) (G) (H) (I) (J) (iv) (v) (vi)
allow for the activities of other subcontractors on the Site which may affect the Works; include labour forecasts for each programmed activity and expected labour productivity rates; indicate the critical path of the Works; and
(vii) show further information that Lend Lease may require. (b) (c) The Subcontractors Programme must be submitted in the form as indicated in the Appendix and issued to Lend Lease via Aconex. From time to time Lend Lease may direct the Subcontractor to revise or update the Subcontractor's Programme or Programme Information. Within 5 days of receipt of a direction from Lend Lease the Subcontractor must submit to Lend Lease for approval a revised or updated Subcontractor's Programme or Programme Information which must: (i) (ii) (iii) take account of delays and disruptions since the issue of the preceding Subcontractor's Programme or Programme Information; incorporate changes in methods, times or sequences of activities; and modify portions of the Subcontractor's Programme or Programme Information which Lend Lease determines to be impractical or unreasonable.
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(d)
If Lend Lease does not approve a Subcontractor's Programme or Programme Information, Lend Lease must advise the Subcontractor of its reasons. The Subcontractor must submit a further Subcontractor's Programme or Programme Information to the satisfaction of Lend Lease within 5 days of receipt of Lend Lease's advice. If the further Subcontractor's Programme or Programme Information is not to Lend Lease's satisfaction Lend Lease may issue or engage a suitably qualified consultant to issue a Subcontractor's Programme or Programme Information and the Subcontractor will be liable for any losses suffered by Lend Lease including fees paid by Lend Lease to the consultant. At any time the Subcontractor may submit to Lend Lease for approval a revised or updated Subcontractor's Programme or Programme Information incorporating changes or amendments recommended by the Subcontractor and the provisions of Clause 2(d) above will apply. Deviation or Acceleration Lend Lease may direct, in writing: (i) (ii) a deviation from the Subcontractors Programme or Programme Information; or an acceleration of the progress of the Works.
(e)
3. (a)
(b)
If a direction by Lend Lease to accelerate the progress of the Works requires the Subcontractor to bring the Works or a Stage to Substantial Completion prior to the Date for Substantial Completion then the Date for Substantial Completion will be adjusted accordingly. Subject to Clause 3(d) of this Schedule, the Subcontract Sum will be adjusted by a reasonable amount in respect of additional costs incurred (taking into account any saving in costs) by the Subcontractor in complying with a direction to accelerate under Clause 3(a) of this Schedule unless Lend Leases decision to direct an acceleration of the Works is in any way caused, necessitated or contributed to by: (i) (ii) the acts or omissions of others (including but not limited to other subcontractors, suppliers or consultants) whether engaged by Lend Lease or otherwise; or a matter beyond the direct control of Lend Lease with the exception of a direction by the Client to accelerate which is compensated by the Client under the Head Contract.
(c)
(d)
If the Subcontractor considers that a direction issued by Lend Lease, although not expressly requiring the Subcontractor to accelerate, in fact involves acceleration of the Works, the Subcontractor must promptly give written notice to Lend Lease (but no later than 5 Business Days of such direction and in any event before complying with the direction). Compliance with this Clause 3(d) will be a condition precedent to any Claim the Subcontractor may have for any Losses arising out of or in connection with any such direction. The Subcontractor will not be entitled to Claim any Losses arising out of or in connection with compliance with such direction unless, before commencing work in relation to the direction, the Subcontractor:
(i)
(ii)
is in receipt of a written instruction from Lend Lease (clearly entitled Acceleration Direction) to accelerate the Works; and within 10 days of a request by Lend Lease, must provide Lend Lease with a written estimate of the additional costs it is likely to incur and any savings in costs in complying with Lend Leases direction to accelerate.
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(e)
Other than as provided in this Clause 3 of this Schedule, the Subcontractor shall have no entitlement to Claim in respect of any direction by Lend Lease under this Clause 3 of this Schedule. Short Range Schedules
4.
Lend Lease must confer with the Subcontractor prior to issuing a Short Range Schedule. A Short Range Schedule must cover the two week period following the date of the Short Range Schedule and will detail particular activities shown on the Subcontractors Programme and the Programme Information. Each week Lend Lease may issue a Short Range Schedule. 5. Supplemental Programming Information
From time to time Lend Lease may require the Subcontractor to submit supplemental programming information not otherwise expressly required in the Subcontract in any form or manner. 6. Assistance by Lend Lease
Lend Lease may assist the Subcontractor with the preparation of a programme, schedule of other information required by the Subcontract. The Subcontractor must co-operate with Lend Lease and comply with Lend Lease's directions in relation to the preparation of programmes, schedules and other information. 7. (a) Subcontractor's Obligations Unless otherwise directed or agreed by Lend Lease, the Subcontractor must maintain progress in accordance with either the Subcontractor's Programme or Programme Information, and the Short Range Schedule. Compliance with Clauses 2, 3 and 5 of this Schedule by the Subcontractor is a condition precedent to the Subcontractors entitlement to an extension of time under Clause 18 of the Subcontract Terms.
(b)
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DRAFT PROFORMA DEED OF RELEASE

THIS DEED POLL is made on ..................................................................................................... 20.......... BY ........................................................................................................................ ABN .............................. OF ................................................................................................................ (the Subcontractor). IN FAVOUR OF Lend Lease Project Management & Construction (Australia) Pty Limited (Lend Lease) RECITALS: SUBCONTRACT SUBCONTRACT WORKS 1. ......................................................................................................... .........................................................................................................
The Subcontractor hereby releases and discharges Lend Lease to the extent permitted by law from and against all claims (including claims based on statute, common law, unjust enrichment or equity) arising out of or in connection with the Subcontract or the Works, except for: (a) (b) (c) any claim for payment of the amount shown as payable to the Subcontractor in the Final Certificate (if applicable) in accordance with Clause 21.8(b) of the Subcontract; any claim for release of any retention or security which falls due for release after the date of this Release; and any claim which is then the subject of a dispute notified in accordance with Clause 23 of the Subcontract.
2.
This deed may be relied on and enforced by Lend Lease in accordance with its terms even though Lend Lease is not a party to it. This deed may be amended only by another deed approved in writing by Lend Lease. The Subcontractor warrants that: (a) (b) (c) all remuneration and other entitlements payable to or on behalf of the Subcontractors employees for work under the Subcontract have been paid; all amounts due to the Subcontractors subcontractors and suppliers in respect of work under the Subcontract have been paid; and all relevant taxes, duties, statutory fees, charges and other amounts due in respect of the Subcontract and payable by the Subcontractor have been paid. day of
3.
DATED this EXECUTED AS A DEED POLL
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Signed, sealed and delivered by [insert name of Subcontractor] was fixed to this document in the presence of:
) ) ) )
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SCHEDULE OF SUPPLIERS WARRANTY

THIS DEED POLL is made on ........................................................................................... 20.......... BY ............................................................................................................ ABN .............................. OF ................................................................................................................. (Supplier). RECITALS: A. The Supplier wishes to supply the product described in Schedule 1 below (Product) to the Subcontractor described in Schedule 1 below (Subcontractor) for the project described in Schedule 1 below (Project). It is a requirement imposed by Lend Lease Project Management & Construction (Australia) Pty Limited (Lend Lease) on the Subcontractor that certain of its suppliers must warrant that their product will satisfy the relevant requirements of the Specification described in Schedule 1 below (Specification). The Supplier has agreed to execute this Deed Poll.
B.
C.
THIS DEED WITNESSES THAT THE SUPPLIER HEREBY COVENANTS, WARRANTS AND AGREES with and for the benefit of the persons named in Schedule 1 as follows: 1. Commencing on the Date of Practical Completion of the Project, the Product will satisfy the requirements of the Specification and without limiting the generality of the foregoing be of merchantable quality and be fit for its intended purpose. The persons named in Schedule 1 may assign the benefits and rights accrued under this Deed Poll.
2. 3.
This Deed Poll is governed by the laws of the State or Territory described in Schedule 1 below. Schedule 1 Product Subcontractor Project Specification Gold Coast University Hospital is dated ......................................., titled ......................................... and consists of ........ pages,
except in the event it has been amended the Specification shall mean the Specification as amended. Beneficiaries 1.
Lend Lease Project Management & Construction (Australia) Pty Limited (ABN 97 000 098 162) Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971
2.
Governing law
Queensland
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Signed, sealed and delivered by [insert name of Supplier] was fixed to this document in the presence of: ) ) ) )
OR
Signed by [insert name of attorney] as attorney for [insert Supplier name] (ABN ) under power of attorney in the presence of:
Attorney
Witness
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SCHEDULE OF SUPPLIERS WARRANTY

THIS DEED POLL is made on ........................................................................................... 20.......... BY ............................................................................................................ ABN .............................. OF ................................................................................................................. (Supplier). RECITALS: A. The Supplier wishes to supply the product described in Schedule 1 below (Product) to the Subcontractor described in Schedule 1 below (Subcontractor) for the project described in Schedule 1 below (Project). It is a requirement imposed by Lend Lease Project Management & Construction (Australia) Pty Limited (Lend Lease) on the Subcontractor that certain of its suppliers must warrant that their product will satisfy the relevant requirements of the Specification described in Schedule 1 below (Specification). The Supplier has agreed to execute this Deed Poll.
B.
C.
THIS DEED WITNESSES THAT THE SUPPLIER HEREBY COVENANTS, WARRANTS AND AGREES with and for the benefit of the persons named in Schedule 1 as follows: 1. Commencing on the Date of Practical Completion of the Project, the Product will satisfy the requirements of the Specification and without limiting the generality of the foregoing be of merchantable quality and be fit for its intended purpose. The persons named in Schedule 1 may assign the benefits and rights accrued under this Deed Poll.
2. 3.
This Deed Poll is governed by the laws of the State or Territory described in Schedule 1 below. Schedule 1 Product Subcontractor Project Specification Gold Coast University Hospital is dated ......................................., titled ......................................... and consists of ........ pages,
except in the event it has been amended the Specification shall mean the Specification as amended. Beneficiaries 1.
Lend Lease Project Management & Construction (Australia) Pty Limited (ABN 97 000 098 162) Coordinator-General a corporation sole pursuant to the State Development and Public Works Organisation Act 1971
2.
Governing law
Queensland
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Signed, sealed and delivered by [insert name of Supplier] was fixed to this document in the presence of: ) ) ) )
OR
Signed by [insert name of attorney] as attorney for [insert Supplier name] (ABN ) under power of attorney in the presence of:
Attorney
Witness
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SCHEDULE OF EXPERT APPRAISAL 1. Commencement
The Expert Appraisal Process ("the Process") will commence on the date the Expert accepts the appointment to appraise the dispute in accordance with this Schedule (Process Commencement). 2. 2.1 Submissions on the Dispute Within 14 days of Process Commencement, the party issuing the notice identifying the particulars of the dispute ("Claimant") must provide to the Expert a copy of the Contract, a written submission on the dispute (including any documents relied on by the Claimant) and at the same time must provide a copy of its submission to the other party ("Respondent"). Within 14 days after the provision of the Claimants submission under clause 2.1, the Respondent may provide to the Expert and to the Claimant a written response (including any documents relied on by the Respondent). Within 14 days after the provision of the Respondent's response under Clause 2.2, the Claimant may provide a written response. If the Expert decides that further information or documentation is required to appraise the dispute the Expert may: 2.4.1 require a further written submission or documents from either or both parties (provided each party is given a reasonable opportunity to make a written response to the other's submission); and call a conference between the parties and the Expert in accordance with Clause 3.
2.2
2.3 2.4
2.4.2 2.5 3. 3.1
The parties must comply with any direction or ruling by the Expert as to procedural or evidentiary matters. Conference on the Dispute If the Expert decides that a conference between the parties is necessary the Expert must: 3.1.1 3.1.2 arrange for a conference at a venue and time convenient for the parties; and must, at least 5 days prior to the conference, notify the parties in writing of the venue and time of the conference and any specific matters to be addressed at the conference (Agenda).
3.2 3.3 3.4
The parties must appear at the conference and may make oral representations in respect of the matters notified in the Agenda. At the conference the Expert may permit the making of further submissions and the provision of further information as may be fair and expedient in the circumstances. Transcripts of the conference must be taken and made available to the Expert and the parties.
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4. 4.1
Appraisal of the Dispute As expeditiously as possible, and within 3 months after Process Commencement, unless extended by agreement between the parties, the Expert must issue a written appraisal of the dispute. Where the Expert's appraisal contains: 4.2.1 a clerical mistake; 4.2.2 an error arising from an accidental slip or omission; 4.2.3 a material miscalculation of figures or a material mistake in the description of any thing or person; or 4.2.4 a defect in form, the Expert may correct the appraisal.
4.2
5. 5.1 5.2 5.3 5.4
Procedural Rules Neither party may communicate directly or indirectly with the Expert in respect of any matter relating to the dispute or the Contract other than in accordance with this Schedule. At any conference the parties may have legal or other representation. The conference must be held in private. All information disclosed during the Process must be kept confidential between the parties and the Expert. No such information may be divulged to any other person, except with the prior written consent of the parties, as required by law or to enforce the Experts appraisal. Any failure of a party to appear at a conference, to make submissions, to comply with any Experts direction or otherwise to act as required by this Schedule will not affect the validity of the Experts appraisal or otherwise affect the conduct or validity of the Process. Termination The Process will terminate upon the first to occur of the following: 6.1.1 the notification by the Expert of the appraisal; 6.1.2 the Experts death; 6.1.3 by agreement of the parties upon the failure of the Expert to act; or 6.1.4 the expiration of 3 months after Process Commencement (unless extended by agreement of the parties).
5.5
6. 6.1
6.2
If the Process terminates prior to the notification of the Experts appraisal then the dispute will be appraised by a further expert appointed under Clause 23.3 of the Subcontract Terms.
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7.
Costs
Each party will bear its own costs of participating in the Process and will share equally the costs of the Expert and the Process unless otherwise determined by the Expert. If the Expert so directs, both parties must deposit security for the cost of the Process at the commencement of the Process. 8. 8.1 Conduct of Expert The function of the Expert is to make an appraisal on the dispute as submitted by the parties, in accordance with this Schedule. The parties agree that the Expert is expert in the subject matter of the dispute. The Expert must make the appraisal according to the law and must conduct the Process fairly and impartially as between the parties. The Expert must make the appraisal on the basis of information received from the parties and the Experts own expertise. The appraisal will be made as an expert and not as an arbitrator. The Expert is not bound by the rules of evidence. The Expert must disclose all information and documents received from a party to the other party. The Expert must not consult with a party except in the presence of the other party. If the Expert becomes aware of circumstances that might reasonably be considered to adversely affect his capacity to act independently or impartially he must inform the parties immediately. In those circumstances the Expert must terminate the Process, unless the parties agree otherwise. Release
8.2 8.3
8.4 8.5
8.6
9.
If required by the Expert, prior to the commencement of the Process, the parties must release the Expert from any liability arising out of the conduct of the Process. 10. Modification
Unless otherwise stated these Rules may be modified only by agreement of the parties and of the Expert.
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SCHEDULE OF DESIGN REQUIREMENTS 1. Design by the Subcontractor
The Subcontractor must, without prejudice to Clause 3 of this Schedule, design and specify the Works including developing and finalising any design included in the Subcontract (Design Obligations). The Subcontractor must ensure that the design of the Works, when complete, complies in all respects with: (a) (b) (c) (d) the Client Brief and the Design Brief; the Specifications and Drawings; the Schedule A for the Design Service required; and [insert any other relevant document etc]
which documents indicate Lend Leases requirements for the design of the Works (Lend Leases Design Requirements). The Subcontractor must carry out the Design Obligations and submit design information under clause 6 of this Schedule at the times indicated in the Design Programme. 2. 2.1 Lend Leases Requirements, Information and Co-ordination The Subcontractor warrants that it has carefully checked the documents referred to in Clause 1 of this Schedule and that any design included in those documents is suitable, appropriate and adequate for the purpose stated in those documents or, if no purpose is stated, the intended purpose of the Works. The Subcontractor must take all steps necessary from time to time to clarify and confirm Lend Leases Design Requirements. The Subcontractor must co-ordinate the performance of the Design Obligations and related matters with the performance and designs of other parties engaged by Lend Lease. Professional Services The Subcontractor acknowledges that Lend Lease has entered into this Subcontract in reliance upon the skill, experience and ability of the Subcontractor to carry out the Design Obligations and co-ordinate the Works. The Subcontractor must carry out the Design Obligations with the degree of professional skill, care and diligence expected of a specialised Subcontractor experienced in providing the same or similar services. The Subcontractor must effect and maintain in a form acceptable to Lend Lease and appropriate to the Subcontractors activities, professional indemnity insurance in respect of liability arising from a breach of a professional duty or from a negligent act, error or omission by the Subcontractor or its personnel in accordance with the Schedule of Insurances. Design The Subcontractor warrants that the Design Obligations will: (a) be undertaken only by or under the direction and direct control of: (1) a properly qualified architect, engineer or surveyor as appropriate; or
2.2 2.3 3. 3.1
3.2
3.3
4. 4.1
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(2) (b)
a person with not less than 5 years relevant practical experience; and
so as to comply with the requirements of the Subcontract and all relevant legislation, ordinances, regulations and by-laws and the requirements of any authority or governmental body which has jurisdiction affecting the Works or the Site.
4.2
When requested by Lend Lease, the Subcontractor must provide to Lend Lease all calculations, certificates and other information relating to design carried out by the Subcontractor. Lend Lease may engage a suitably qualified consultant to review the suitability of the design. If the design is found to be faulty or unsuitable, without prejudice to Lend Leases other rights, the Subcontractor will be liable for fees paid by Lend Lease to the Consultant. The Subcontractor must not commence fabrication or construction of a part of the Works until all relevant for construction documents, including any amendments required by Lend Lease under Clause 6 of this Schedule, have been submitted to Lend Lease. Not Used Design Development All drawings, specifications and other documents relating to the design must be submitted to Lend Lease for review in accordance with the Design Programme and, in any event, at a time and in a manner which will allow Lend Lease a reasonable time for review and comment. The drawings, specifications and other documents must be revised and resubmitted promptly, if required, to the satisfaction of Lend Lease. Reviews undertaken or comments by or on behalf of Lend Lease, will not alter or relieve the Subcontractor of its obligations under this Subcontract and the Subcontractor will at all times remain liable for the design.
4.3
4.4
5 6. 6.1
6.2
Where required by Lend Lease, the design must be reviewed by a properly qualified and experienced independent consultant (the Reviewing Consultant) acceptable to Lend Lease. The Reviewing Consultant must provide a written certification to a level of detail and in a format approved by Lend Lease and the written certification must be included with the documents to be submitted in accordance with Clause 6.1. The Subcontractor must ensure that: 6.3.1 any Reviewing Consultant providing written certification in accordance with Clause 6.2 effects professional indemnity insurance for not less than the amount specified in the Schedule of Insurances in respect of liability arising from a breach of professional duty or from a negligent act, error or omission by the Reviewing Consultant or its personnel in accordance with the Schedule of Insurances as if references to the Subcontractor in that Schedule were references to the Reviewing Consultant; 6.3.2 the Reviewing Consultant providing the written certification, upon request, provides Lend Lease with evidence of the terms and currency of the insurance policy referred to in Clause 6.3.1; and 6.3.3 the Reviewing Consultant, if requested by Lend Lease, complies with the requirements of Clause 7 hereunder.
6.3
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6.4
Lend Lease reserves the right to appoint an authorised representative to review drawings, specifications and other documents submitted in accordance with Clause 6.1 and the Subcontractor must co-operate fully with that representative. The Consultant
7.
If the Subcontractor has entered into (or intends to enter into) an agreement (the Consultative Agreement) with a third party (the Consultant) for the performance of any services in relation to the design the following will apply: 7.1 The Subcontractor must ensure: (a) (b) (c) 7.2 7.3 the execution of the Consultative Agreement by the Subcontractor and the Consultant; the Consultant executes a Deed of Adherence and Warranty in the format shown in Annexure A hereto at the time the Consultative Agreement is executed; and a copy of the Deed of Adherence and Warranty, executed by the Consultant, is provided to Lend Lease as soon as practicable after execution.
In the event of the termination of this Subcontract the Subcontractor must assign, if requested by Lend Lease, the benefit of the Consultative Agreement to Lend Lease. Without the prior written consent of Lend Lease, the Subcontractor must not either: (a) (b) terminate the Consultative Agreement; or change all or any provisions of the Consultative Agreement.
7.4
At least 10 days prior to the provision by the Subcontractor of any design brief or other information to the Consultant, the design brief or other information must be submitted to Lend Lease for review in accordance with Clause 6 of this Schedule.
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ANNEXURE A THE FORMAT OF THE DEED OF ADHERENCE AND WARRANTY THIS DEED POLL is made on the .......................................... day of ................................. 20......., between: 1. LEND LEASE PROJECT MANAGEMENT & CONSTRUCTION (AUSTRALIA) PTY LIMITED ABN 97 000 098 162 of .............................................. ................................................................................................................................. (Lend Lease); and .............................................................................................. ABN .................................... of .............................................................................................................. (the Consultant)
2.
RECITALS A. Lend Lease has entered into (or intends to enter into) an Agreement with ...................................... (the Client) for the design and construction of a project at ............................................... ..................................... known as ................................................................. (the Project). Lend Lease has entered into (or intends to enter into) a Subcontract (the Subcontract) with ................................................................. (the Subcontractor) for the design (the Design), supply and installation of ................................................................. The Subcontractor has engaged (or intends to engage) the consultant in a consultative capacity (the Consultative Agreement) to provide services (the Services) which include but are not limited to: [list services to be provided] D. A copy of the Consultative Agreement is attached hereto and marked ................................
B.
C.
THIS DEED POLL WITNESSES 1. The Consultant warrants to Lend Lease that: 1.1 1.2 1.3 2. 3. The Design will be fit for its intended purpose; The Design will satisfy the requirements of the Subcontract; Without limiting the generality of Clause 1.2; [list specific stipulations from specification, etc.]
The Consultant must perform its obligations under the Consultative Agreement for the benefit of Lend Lease and the Subcontractor. The Consultant acknowledges that Lend Lease will rely upon the performance by the Consultant of its obligations under the Consultative Agreement in order for Lend Lease to perform its obligation to the Client (and its assigns) in relation to the Project. 4.1 Prior to commencing to perform the Services, the Consultant must effect a professional indemnity insurance policy for an amount of ................................................................. (amount in words - if nothing stated $5million) and maintain the policy for a period of 6 (six) years after completion of the Project.
4.
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4.2 4.3 5.
The policy must be in a form and with an insurer reasonably acceptable to Lend Lease. Lend Lease may inspect the policy and the Consultant must not change the policy without Lend Leases prior written consent.
If the Subcontract is terminated the Consultant must do all things necessary to novate its obligations under the Consultative Agreement to the benefit of Lend Lease immediately upon a written offer by Lend Lease to satisfy the Subcontractors obligations to the Consultant pursuant to the Consultative Agreement. The Consultant must: 6.1 6.2 6.3 co-operate and co-ordinate its Services with the Subcontractor, Lend Lease and other consultants and contractors associated with the Project. carry out the Services with the degree of professional skill, care and diligence expected of a professional consultant providing the same or similar services; comply with instructions from Lend Lease regarding: (a) (b) (c) (d) the Project safety policy; the Project quality assurance policy; attendance at meetings; and inspections and reports in relation to the Services.
6.
7.
The Consultant acknowledges that without the prior written approval of Lend Lease it must not: 7.1 7.2 7.3 terminate the Consultative Agreement; agree to any changes to the Consultative Agreement; subcontract all or any part of the Services.
8.
Nothing in this Deed Poll imposes an obligation on Lend Lease.

The Common Seal of [CONSULTANT] was fixed to this document in the presence of: ) ) ) )
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DRAFT NATIONAL GREENHOUSE AND ENERGY REPORTING SYSTEM MONTHLY REPORT
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GCUHMWSubcontract 20110526

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MAJOR WORKS SUBCONTRACT

GOLD COAST UNIVERSITY HOSPITAL

PARKLANDS DRIVE, SOUTHPORT QLD

117543 (WBS & WBW)

117541-541028 (SEPARABLE PORTION 1) 117541-541027 (SEPARABLE PORTION 2)

TRADE PACKAGE NO:

[Other documents referred to in the Appendix]

THIS SUBCONTRACT is made on .................................................................................... 20........ BETWEEN the following parties:

Name of Attorney (BLOCK LETTERS)

Name of Witness (BLOCK LETTERS)

Signature of authorised representative

Name of authorised representative (BLOCK LETTERS)

Name of Witness (BLOCK LETTERS)

REGISTER FINAL CLEAN, Revision B, dated 10 November 2011.

SPECIFICATION The specifications listed in the Documentation Schedule titled DOCUMENT

REGISTER FINAL CLEAN, Revision B, dated 10 November 2011.

J, dated 7 November 2011.

SCHEDULE OF SUBCONTRACTORS WARRANTY

Name of director (please print)

Name of director/secretary (please print)

Name of Attorney (BLOCK LETTERS)

Name of Witness (BLOCK LETTERS)

SCHEDULE OF SUBCONTRACTORS WARRANTY

Name of director (please print)

Name of director/secretary (please print)

Name of Attorney (BLOCK LETTERS)

Name of Witness (BLOCK LETTERS)

If provided by Lend Lease it will be provided in locations determined by Lend Lease.

Lend Lease to provide personnel movement facilities.

Yes As described in the Scope of Works

Lend Lease to provide hoisting facilities.

Yes As described in the Scope of Works

Lend Lease to craneage facilities.

Yes As described in the Scope of Works

Lend Lease to provide horizontal materials handling facilities. Scaffolding If:

Yes If provided Lease, the information provided: by Lend following will be

Parking Parking spaces provided by Lend Lease.

3.1 3.2 3.3 3.4

Architect and Principal Consultant (APC)

Faith Hutchinson Hayden Sully Louise Barbour

DLA TBH EJV KPM AAW ACX

Application Files 6.2.1

Document Number Convention Progra mmer

As-Built Drawing Drawing Shop Drawing Report

ABD DWG SHO REP

XXX-XX-XXX-ABD-######-xxx XXX-XX-XXX-DWG-######-xxx XXX-XX-XXX-SHO-######-xxx XXX-XX-XXX-REP-######-xxx

Meeting Minutes Bill of Quantities Cost Plan Building Compliance

MIN BOQ COP BCQ

XXX-XX-XXX-MIN-######-xxx XXX-XX-XXX-BOQ-######-xxx XXX-XX-XXX-COP-######-xxx XXX-XX-XXX-BCQ-######-xxx

XXX-XX-XXX-CON-######-xxx XXX-XX-XXX-OMM-######-xxx XXX-XX-XXX-PHO-######-xxx XXX-XX-XXX-PRO-######-xxx XXX-XX-XXX-PPR-######-xxx

8.4.4 8.5 8.6

File Transfer 8.5.1 8.6.1 Transmittal

Request For Information (RFI) 8.7.1 8.7.2

8.8 8.9 8.10

Lend Leases contact details

[insert date] [insert date]

Does / Does not apply

Period for provision of commissioning information

2 weeks after approval of Shop drawings.

As-Constructed Drawings and other documents

Time for provision 2 weeks after Substantial Completion of works

Adjustment for Provisional Sums