78253404 JCT Construction Management Guidence

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CM/GG

Construction Management

Construction M

anagement

Guide

MembersBritish Property Federation LimitedConstruction ConfederationLocal Government AssociationNational Specialist Contractors Council LimitedRoyal Institute of British ArchitectsThe Royal Institution of Chartered SurveyorsScottish Building Contract Committee Limited

All parties must rely exclusively upon their own skill and judgment or upon those of their advisers when using this document and neither Sweet & Maxwell, Thomson Reuters(Legal) Limited nor its associated companies assume any liability to any user or any thirdparty in connection with such use.

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Construction Management Guide (CM/G)

This Guide is intended to provide a general introduction to the Construction Management Appointment andthe Construction Management Trade Contract and is not a substitute for professional advice.

Published December 2008 by Thomson Reuters (Legal) Limited (Registered in England &Wales, CompanyNo 1679046) trading as Sweet & Maxwell100 Avenue Road, London, NW3 3PF

All rights reserved.Nopart of this publicationmaybe reproduced, stored in a retrieval system, or transmitted,in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, except inaccordance with the provisions of the Copyright, Designs and Patents Act 1988, without the prior writtenpermission of the publisher. Thomson Reuters and the Thomson Reuters Logo are trademarks ofThomson Reuters. Sweet & Maxwell j is a registered trademark of Thomson Reuters (Legal) Limited.

# The Joint Contracts Tribunal Limited 2008

www.jctcontracts.com

{SweetAndMaxwell}XML/CM-G.3d 11/12/08 16:17 Amended by Evelyn Smith

Contents

Introduction Page 1

GeneralDocumentsStructureChanges

Construction ManagementAppointment – Specific Provisions

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Construction Management Appointment– Articles of Agreement

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Attestation

Construction Management Appointment

– Conditions

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Section 1 – Definitions and InterpretationSection 2 – Procurement of the ProjectSection 3 – Control of the ProjectSection 4 – PaymentSection 5 – Adjustments to the Construction

Management FeeSection 6 – Injury, Damage and InsuranceSection 7 – Assignment, Third Party Rights

and Collateral WarrantiesSection 8 – TerminationSection 9 – Settlement of Disputes

Schedules 10

Schedule 1 – Definition of ReimbursableCost

Schedule 2 – InsuranceSchedule 3 – Third Party RightsSchedule 4 – Consultant TeamSchedule 5 – Construction Manager’s

ServicesSchedule 6 – Site Facilities and ServicesSchedule 7 – Cost Planning and Control

Trade Contract – Specific Provisions 13

Trade Contract – Articles of Agreement 13

Trade Contract – Conditions 13

Section 1 – Definitions and InterpretationSection 2 – Carrying out the WorksSection 3 – Control of the WorksSection 4 – PaymentSection 5 – Valuation of Work and Variations

Section 6 – Injury, Damage and InsuranceSection 7 – Assignment, Guarantees, Third

Party Rights and CollateralWarranties

Section 8 – TerminationSection 9 – Settlement of Disputes

Schedules 19

Schedule 1 – Trade Contractor’s DesignSubmission Procedure

Schedule 2 – Acceleration Quotation andVariation Quotation

Schedule 3 – InsuranceSchedule 4 – Code of PracticeSchedule 5 – Third Party RightsSchedule 6 – Forms of BondsSchedule 7 – Fluctuations Options

Annex A Model Schedule 5 –Construction Manager’sServices

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Annex B Model Schedule 6 – SiteFacilities and Services

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Annex C Model Schedule 7 – CostPlanning and Control

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Appendix A – Table of Destinations 32

Part 1: Construction ManagementAppointment

Part 2: Construction Management TradeContract

Appendix B – Related Publications 45

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Introduction

General

Construction management is a method of procurement for use where the Employer wishes to utilise theservices of a Construction Manager to manage the procurement of a Project. The essential function ofthe Construction Manager is to provide a consultancy and management service separate from that of theprofessional designer and without the direct contractor role that the management contracting methodinvolves. However, he is also responsible for overall management of the site and for the provision ofcertain site facilities and common services. All the construction work is to be undertaken by TradeContractors, each of whom enters into a contract (the Trade Contract) direct with the Employer; TradeContractors may have design responsibilities. The Construction Manager is not party to those contracts,though he will assist the Employer with the selection of Trade Contractors, with negotiation and entry intothose contracts, and will then act as the Employer’s agent in administering their terms.

The Consultant Team is separately appointed by the Employer and operates under the leadership of theConsultant Team Leader. The team may include a Cost Consultant; where it does not, the duties of theCost Consultant are undertaken by the Construction Manager.

Documents

The JCT Construction Management documentation comprises:

. the Construction Management Appointment (CM/A 2008), by which the Employer appoints theConstruction Manager to manage the procurement of the Project;

. the Construction Management Trade Contract (CM/TC 2008) under which the Employer employs eachTrade Contractor to undertake his specific part or parts of the work on the Project;

. Collateral Warranties CMWa/P&T (Construction Manager Collateral Warranty for a Purchaser or Tenant),CMWa/F (Construction Manager Collateral Warranty for a Funder), TCWa/P&T (Trade ContractorCollateral Warranty for a Purchaser or Tenant) and TCWa/F (Trade Contractor Collateral Warranty fora Funder); and

. this Guide, which includes in Annexes A, B and C model provisions for use in Schedules 5, 6 and 7 of theConstruction Management Appointment. Those model provisions are downloadable from the JCTwebsite.

Structure

The underlying scheme of the JCT Construction Management documentation remains the same as in theoriginal (2002) edition with the Employer retaining the right throughout the Project to terminate theConstruction Management Appointment (‘the Appointment’) at will. Trade Contracts, which are betweenthe Employer and Trade Contractor, are entered into as necessary.

Both the Appointment and Trade Contract comprise an Agreement and Conditions.

The Agreement contains the Recitals, the Articles, the Contract Particulars and the Attestation clause. Part 1of the Contract Particulars now contains information of the type previously contained within the Appendixwhile Part 2 of the Contract Particulars contains the information required to operate the contractualprovisions relating to third party rights and collateral warranties.

The Conditions in each case comprise nine sections and seven schedules. The section headings (andcontents) of the Trade Contract substantially follow the format of the JCT Standard Building Contract2005. In the case of the Appointment there are certain adaptations to reflect the different nature of thatcontract, as the table below illustrates:

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f The Joint Contracts Tribunal Limited 2008 CM/G Page 1


Section Construction Management Appointment Trade Contract

1 Definitions and Interpretation Definitions and Interpretation

2 Procurement of the Project Carrying out the Works

3 Control of the Project Control of the Works

4 Payment Payment

5 Adjustments to the ConstructionManagement Fee

Valuation of Work and Variations

6 Injury, Damage and Insurance Injury, Damage and Insurance

7 Assignment, Third Party Rights andCollateral Warranties

Assignment, Guarantees, Third PartyRights and Collateral Warranties

8 Termination Termination

9 Settlement of Disputes Settlement of Disputes

As between the Appointment and the Trade Contract, the contents of the seven schedules differ significantly.These also are considered in detail in relation to each contract.

Changes

The 2002 JCT Construction Management documentation has been revised to bring it into line, so far asreasonably practicable, with the approach and terminology generally adopted in the 2005 editions of otherJCTcontracts. There has been no material change in risk allocation from that of the 2002 edition.

The principal changes in the content of the documents are:

. Provision is included for the grant of rights to Purchasers, Tenants and Funders, either by way of rightsunder the Contracts (Rights of Third Parties) Act 1999 or by collateral warranties.

. Both the Construction Manager and Trade Contractor may be required to take out and maintainProfessional Indemnity insurance.

. Express reference is now made to the possibility of mediation.

. In the case of adjudication, the Scheme for Construction Contracts[1] has been included, subject to veryminor modifications, in place of the JCT rules.

. There must be a deliberate ‘‘opt in’’ if the Parties are to have the right to require that disputes be referred toarbitration. If that is not done, then, unless otherwise later agreed and subject to either Party’s right to refera dispute to adjudication, disputes are to be resolved by litigation.

. The documents no longer contain detailed provisions in relation to the Construction Industry Scheme(CIS) and VAT and rely instead on relevant statutory provisions.

. There are no longer any standard provisions in relation to electronic data interchange, as to which theParties are entirely free to incorporate their own rules.

. Each document contains integrated provisions regarding commencement and completion of the Projectin Sections.

. Minor changes have been made to reflect the 2007 CDM Regulations.

. The Trade Contract incorporates the revisions to the listings of Relevant Events (in relation to extension oftime) and Relevant Matters (in relation to loss and/or expense), that are now standard across most of theJCT suites of Contracts and Sub-Contracts.

. The Trade Contract now contains a design submission procedure similar to that found in the StandardBuilding Contract 2005 (SBC 2005), and related sub-contracts; as in those other contracts, the Partiesmay agree modifications to it.

To assist comparison of the 2008 editions with the 2002 editions, Tables of Destinations for the Appointmentand the Trade Contract are set out in Appendix A. A list of related publications is contained in Appendix B.

[1] i.e. the rules set out in Part I of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulations 1998.

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Construction Management Appointment – Specific Provisions

The Construction Manager appointed will often be a contractor but, as Construction Manager, his roles andresponsibilities are those of a consultant and manager rather than a contractor, and this is reflected in theterms of the Construction Management Appointment. For example, he is paid a fee (plus reimbursablecost), the standard of skill and care required of him is that of the professional person, there is no provisionfor retention and there is no reference to a completion date for his services, extension of time, liquidateddamages or loss and/or expense.

Construction Management Appointment – Articles of Agreement

This comprises:

. particulars of the Parties (the Employer and the Construction Manager);

. the Recitals, identifying the Project, the manner in which it is to be procured and the other advisers’appointment by the Employer;

. the Articles, which set out by reference the Construction Manager’s principal obligations and his right toremuneration, identify the CDM Co-ordinator and Principal Contractor and make provision with respect todispute resolution and jurisdiction;

. the Contract Particulars, Part 1 of which is for recording certain general information and the optionalprovisions that are to apply and Part 2 of which concerns third party rights and collateral warranties,with Part 3 providing details of the Consultant Team; and

. an Attestation clause.

Article 1 sets out the Construction Manager’s primary responsibility which is to ‘‘. . . fulfil the obligations set

out in clause 2?1 in accordance with this Appointment’’, i.e. to procure the Project in accordance with therelevant documents, provide the specified services and site facilities and administer each Trade Contractas the Employer’s agent. This is considered in greater detail in the context of the Conditions. Similarly, theEmployer’s payment obligations are considered further in the context of section 4 of the Conditions.

Article 6 (Arbitration) applies only where the Contract Particulars (Part 1) specifically state that it is to apply. IfArticle 6 does not apply (and subject to either Party’s right to refer a dispute to adjudication or subsequently toagree to mediation or arbitration) final resolution of disputes is a matter for the courts.

Proper and accurate completion of the Articles of Agreement and identification of the relevant contractualdocuments is important for any project and, whilst default positions are included for many of the entries inthe Contract Particulars, reliance upon these is no substitute for proper consideration of the provisionsthe Parties wish to apply.

Attestation

General

The attestation provisions are in standard JCT layout, with separate forms for execution under hand andexecution as a deed. Different attestation provisions are still required under the law of Scotland (for whichthe Scottish Building Contract Committee Limited issues appropriate documentation); other clauses mayalso be needed in the case of certain housing associations, partnerships and, as discussed below, foreigncompanies.

In the case of UK registered companies the Companies Act 2006 additionally provides for execution of deedsby a single director signing it in the presence of a witness who attests the signature and this option is nowincluded in the clause.

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Execution under hand or as a deed

The primary factor governing the decision to execute the Contract under hand or as a deed is whether thelimitation period for instituting proceedings is to be 6 years, as in the case of execution under hand, or 12years, where the Contract is executed as a deed. Mode of execution of the Contract will also determinethe mode of execution of collateral warranties and (for both third party rights and collateral warranties) thelimitation period that applies to them.

Foreign companies

An increasing number of foreign companies involved in development and construction now themselves carryon business in the United Kingdom, rather than operating here through UK subsidiaries.

Under the Foreign Companies (Execution of Documents) Regulations 1994 and the 1995 amendments tothose regulations, a foreign company can execute deeds either:

. by affixing its common seal or any manner of execution permitted under the laws of its place ofincorporation; or

. by expressing the document to be executed by the company under the signature of persons authorised tosign on its behalf in accordance with its domestic law.

Many foreign companies do not have a seal and the authority of relevant signatories needs to be checked butif there is any doubt, professional advice should be obtained.

To avoid complications as respects the service of claims or notices outside the jurisdiction, considerationshould also be given to inserting an obligation on the foreign company for the duration of the Contract tomaintain an agent for service within England and Wales or within Scotland or Northern Ireland, whereappropriate.

Construction Management Appointment – Conditions

Section 1 – Definitions and Interpretation

The format and content of this section largely follows that of SBC 2005, with necessary adaptation to reflectthe structure and terminology of the Construction Management documentation.

Section 2 – Procurement of the Project

As previously mentioned in connection with Article 1, clause 2?1 sets out the Construction Manager’sobligations in relation to the procurement of the Project and provision of services and is set out here in fullas an aid to understanding the role of the Construction Manager under this form of contract:

‘‘The Construction Manager shall manage the procurement of the Project in accordance with the Project

Brief, the Project Cost Plan and the Construction Phase Plan and in particular shall:

?1 provide the services set out or referred to in Part 1 of Schedule 5;

?2 subject to clause 5?1 provide such additional services set out or referred to in Part 2 of Schedule 5 as

may be instructed by the Employer;

?3 provide or secure the provision of such Site Facilities as are set out or referred to in Schedule 6;

?4 as agent for the Employer under each Trade Contract fulfil all the duties required from the Construction

Manager as such agent under the Trade Contract.’’

Thus, whilst the planning and advisory services and duties of the Construction Manager are set out inSchedule 5, almost all the Construction Manager’s duties as contract administrator for the TradeContracts are set out in the Trade Contract itself.

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To allow the Construction Manager to perform his duties he is permitted to engage the personnel listed in theContract Particulars. The Employer’s consent is required before the Construction Manager changes orsupplements the listed personnel, although this consent is not to be unreasonably delayed or withheld.

The Employer is responsible for engaging the Consultant Team, consisting of the members identified by theContract Particulars and/or such others as he notifies to the Construction Manager, and for ensuring that theirConsultancy Agreements include provisions substantially in the terms set out or referred to in Schedule 4.Under clause 2?10 the Employer should make Consultant Team members aware of the fact that theproject is being procured under the JCT Construction Management documents and that it is theConstruction Manager that will effectively be fulfilling the Project/Contract Administrator role. TheConstruction Manager is entitled on request to a copy of the relevant parts of the ConsultancyAgreements but, for the purposes of his working relationship with the Consultant Team, should in anyevent be made aware of any terms in those Agreements that may be relevant.

It is intended that the Construction Manager should be appointed as early as possible so that he canparticipate fully in the development of the definitive Project Brief, the Cost Plan and Construction Phase Plan.

At the time of the Construction Manager’s appointment, it is likely that the overall programme for the Projectwill also not have been determined, so the Construction Management Appointment contains no completiondates for the Project. Under the model for Schedule 5, it is envisaged that the Construction Manager himselfwill develop the Project Programme for agreement; in doing so he may assist in deciding whether the Projectis to be delivered in Sections.

In addition to that and working with the Consultant Team, the Construction Manager’s duties will also includeadvice on the division of construction work into appropriate work packages, managing the tender proceduresfor Trade Contracts and advising the Employer in relation to their placement and negotiation.

Once the initial Trade Contracts have been let and construction work begins, the Construction Manager willunder their terms have substantiallyall the functions and duties of a Contract Administrator under a JCTmaincontract with respect to instructions, certification and approvals, albeit in the case of certain instructions andapprovals he will require the Employer’s consent before exercising them.

Once workon site commences, control of the site and of access to it rests with the Construction Manager, andthe Employer requires the agreement of the Construction Manager to use or occupy parts of the site. TheEmployer may take over parts of the Project (or Sections) prior to its or their practical completion, but onlywith the consent of the relevant Trade Contractors but where this occurs, it is deemed to be practicalcompletion of the ‘Relevant Parts’ and the Rectification Period of those parts commences on being takenover.

When the works in any Trade Contract (or in any Section to which they are divided) achieve practicalcompletion the Construction Manager is required to issue a certificate to that effect and when all of theTrade Contracts comprising the Project or a Section have reached practical completion the ConstructionManager is required to issue the Project Completion Certificate or relevant Section CompletionCertificate. At that point the Employer takes over the Project or Section and the certificate also marks thecommencement of the Rectification Period.

As each Trade Contractor completes the making good of any defects that may be identified in the relevantRectification Period (whether in respect of the Project or any Section) the Construction Manager isrequired to issue a certificate to the Trade Contractor to that effect.

As the final account for each Trade Contractor is calculated the Construction Manager is required to issue aFinal Statement to him. Once Final Statements have been issued to every Trade Contractor and so long asthere are no outstanding relevant adjudication, arbitration or other proceedings the Construction Managercan issue the Final Certificate. This marks the end of each Trade Contractor’s and the ConstructionManager’s involvement with the Project.

In undertaking his duties the standard of skill and care expected of the Construction Manager is that of aprofessional consultant. He has no direct responsibility for the design of the Project (which is theresponsibility of the Professional Team and those Trade Contractors whose work-packages involvedesign) and hence he will have no liability for design unless there are matters which he ought to havedetected and referred to the Employer. If desired, the Parties are able (by means of entries in the ContractParticulars) to limit certain of the Construction Manager’s liabilities. Additionally, provided that he has

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made reasonable efforts to avoid or mitigate the effects of those actions or inactions, the ConstructionManager will not be liable to the extent that he has been prevented or delayed by the actions or inactionsof the Consultant Team.

Section 3 – Control of the Project

To ensure clear lines of communication and decision-making the Employer is required to appoint anEmployer’s Representative to act on his behalf. This may either be a member of the Employer’s staff or anoutside consultant.

Instructions from the Employer must be in writing and issued where necessary to enable the ConstructionManager to properly discharge his obligations. The Employer retains express power to instruct changesto the design or programme of the Project.

The Employer is obliged to appoint the Trade Contractors necessary to carry out the Project, having givendue consideration to the recommendations of the Construction Manager. In practice, it is unlikely that theEmployer will ever wish to appoint a Trade Contractor who is not recommended by the ConstructionManager – but he may do so. All Trade Contractors are appointed using the JCT Trade Contract (CM/TC2008), unless it is agreed by the Construction Manager that a Special Trade Contract should be used. ASpecial Trade Contract is a contract that is agreed between the Employer and the Trade Contractor in aform other than that of the JCT Trade Contract.

Sub-contracting of any of the Construction Manager’s obligations under the Appointment requires the priorconsent of the Employer.

Section 4 – Payment

Payments to Trade Contractors are made directly by the Employer, so that payments to the ConstructionManager are limited to Reimbursable Cost and the Construction Management Fee.

The Reimbursable Cost is cost of the types set out in Schedule 1, subject to an exclusion for cost incurredthrough any failure by the Construction Manager to exercise the appropriate standard of skill, care anddiligence.

Costs falling within the category of Reimbursable Cost are:

. The cost of the Construction Manager’s personnel (as listed in the Contract Particulars or otherwiseagreed to by the Employer).

. The cost of the Site Facilities to be provided in accordance with Schedule 6, or as instructed.

. Various ‘‘sundry costs’’, as defined in Part 3 of Schedule 1.

In each case lump sums or specific rates may be agreed in lieu, with provisions for adjustment to be stated inthe Contract Particulars (in default of which there is provision for adjustment on a fair and reasonable basis).

The Construction Management Fee is divided between the Pre-Construction Management Fee and theConstruction Period Management Fee. There may be either a lump sum fixed fee or a fee calculated byreference to a formula, to be set out in a document identified in the Contract Particulars. The fees arepayable in instalments in accordance with the details the Parties have agreed in the Contract Particulars.There is no provision to deduct retention from any payments to the Construction Manager.

Interim payments are made each month on the basis of applications made by the Construction Manager, whois required to keep full and accurate records of costs incurred. The final date for payment is 17 days fromreceipt of the application and there is provision for the issue of payment and withholding notices by theEmployer which comply with the Housing Grants, Construction and Regeneration Act 1996 in the normalJCT format. Where the Employer does not issue either a payment or withholding notice the amount dueto the Construction Manager is the amount determined in accordance with clause 4?2 of the Appointment.

Failure by the Employer to pay by the final date for payment gives the Construction Manager the right ofsuspension (subject to notice) and also the right to interest.

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The Construction Manager’s final account is not settled until after the issue of the Final Certificate. Thiscertificate is not issued until all of the Trade Contract final accounts have been determined.

VAT is payable and the CIS is to be operated in accordance with current legislation.

Section 5 – Adjustments to the Construction Management Fee

Provision is made for the Construction Management Fee to be adjusted where either the Employer requiresthe Construction Manager to modify the services set out or referred to in Part 1 of Schedule 5 or to provideadditional services referred to in Part 2 of that Schedule.

Provision is also made for adjustment of the Construction Management Fee where the total cost of the Projectexceeds that set out in the Project Cost Plan.

In the latter case the adjustment is made in accordance with an agreed formula referred to in the ContractParticulars. Particular care needs to be given to how the fee is to be adjusted, unless the Parties agreethere is to be no adjustment.

It is worth noting that the Construction Management Fee does not, amongst other things, include servicesinvolved in the replacement of work damaged by the occurrence of any event which is subject of a JointNames Policy or an Excepted Risk: these services would be additional (see Part 2 of Annex A of this Guide).

Section 6 – Injury, Damage and Insurance

The Construction Manager is required to indemnify the Employer in respect of any liability for personal injury,death or loss or damage to property (other than the Project, prior to the Project Completion Certificate or,where applicable a Section prior to the Section Completion Certificate for it) that arises during or from thecarrying out of his obligations under the Appointment and which is due to negligence, breach of duty ordefault of the Construction Manager, his employees or agents. This liability is to be insured by theConstruction Manager; in the case of employer’s liability the cover required must comply with all relevantlegislation whilst, for other liabilities, the level of cover required is stated in the Contract Particulars. Thecost of this insurance is treated as a sundry cost and thus forms part of the Reimbursable Cost; but itshould be noted that the Construction Manager’s liability is limited to the level of insurance that is required.

The Employer is required to indemnify the Construction Manager against any liability for personal injury,death or loss or damage to property where due to negligence, breach of duty or default by the Employer,his employees or agents (other than the Construction Manager). It should be noted that this definition ofthe persons for whom the Employer is responsible includes the Trade Contractors, although the TradeContract contains provisions indemnifying the Employer in such circumstances. The Employer is requiredto insure against these risks, although the Appointment does not stipulate the specific level of insurancerequired.

Responsibility for insuring the Project, Site Facilities, Site Materials and any existing structures rests with theEmployer. This insurance is provided by means of Joint Names Policies, details of which are set out inSchedule 2. Section 6 contains the relevant definitions used in that section and in Schedule 2.

The Joint Names Policy in respect of the Project must include a waiver of subrogation against any of theConstruction Manager’s subcontractors in respect of loss or damage caused by the Specified Perils.There is no similar waiver in respect of the Joint Names Policy for any existing structures.

If Terrorism Cover is withdrawn by the insurers after it has been effected the Employer has the option of eitherterminating the Construction Manager’s engagement under the Appointment or electing to continue with theProject.

The Construction Manager is under an obligation to take out and maintain Professional Indemnity insurancefor the amount, and on the terms, stated in the Contract Particulars. These terms concern the extent ofindemnity provided and the period for which the insurance is required to be maintained. The ContractParticulars also provide for separate optional covers both for pollution and contamination claims and forasbestos and fungal mould. These recognise that cover (where required for those types of claims) isgenerally available only in an aggregate annual amount and not (as under the policy generally) for anamount per claim or series of claims arising out of a single event. Certain of those risks may not be

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relevant in every case and, as stated in relation to the Contract Particulars, should not be required when it isclearly not relevant. The cost of this insurance does not form part of the Reimbursable Cost and so is coveredby the Construction Management Fee. The Construction Manager’s obligation to maintain the insurance byrenewing it is subject to it being available at commercially reasonable rates; should it not be available at suchrates the Construction Manager is required to notifyand consult with the Employer. Where third party rights orcollateral warranties have been granted this obligation to notify and consult also extends to Funders,Purchasers and Tenants (see Schedule 3).

Section 7 – Assignment, Third Party Rights and Collateral Warranties

Assignment by either Party requires the written consent of the other.

This section also addresses the commonly found requirement that, in certain circumstances Purchasers,Tenants and Funders should be able to have direct recourse to the Construction Manager, and gives thefollowing options:

. Clauses 7A and 7B, which require the Construction Manager to give third party rights to Purchasers,Tenants or a Funder utilising the provisions of the Contracts (Rights of Third Parties) Act 1999, thusavoiding the requirement to provide collateral warranties. The rights conferred in this manner are setout in Schedule 3.

. Clauses 7C and 7D, which require the Construction Manager to give collateral warranties to Purchasers,Tenants or a Funder, utilising JCT warranties CMWa/P&T and CMWa/F.

The options are exercised by making the appropriate entries in Part 2 of the Contract Particulars, whichcontains the information required to operate them, with appropriate default positions. Thus:

. it is possible to require a collateral warranty for the Funder, whilst conferring on Purchasers and Tenantsthe benefit of third party rights;

. where a beneficiary is identified in Part 2 of the Contract Particulars but it is not stated whether third partyrights or a collateral warranty is required, they are deemed to require third party rights;

. Part 2 provides that where a beneficiary is not identified by name, class or description, no rights will beconferred upon them – either by means of third party rights or by way of a collateral warranty;

. there are entries for extending liability beyond reinstatement cost in the case of Purchaser/Tenant claims(and for the necessary cap on such liability) and, in the case of Purchasers, Tenants and Funder, forvarying the default position as to consultants and others deemed to be within the scope of the ‘‘netcontribution’’ provisions of Schedule 3 or the collateral warranty.

Proper and accurate completion of Part 2 is therefore essential.

Section 1 of the Contracts (Rights of Third Parties) Act 1999 provides that a third party may enforce a term ofa contract if the contract expressly so provides but (by section 1(3)) that the third party must be expresslyidentified in the contract by name, or as a member of a class or as answering a particular description. Asa matter of general law, the requirement for certainty is of course the same with regard to collateralwarranties.

The class or description can be quite simple and general, e.g. ‘‘all first purchasers’’ and/or ‘‘all original/firstlessees’’ of the building or of particular units or parts of the Project. Section 1(3) of the Act goes on toprovide that the third party need not be in existence when the contract is entered into. The JCT anticipatesthat, where known, the Funder will be named, but there should be no problem describing an as-yetunascertained Funder as, for example, the lead bank providing finance for the Project or as the companyto be incorporated or established as the special purpose vehicle under a specified agreement.

Where clause 7A or 7B applies, the third party rights are conferred from the date of receipt by theConstruction Manager of a notice either identifying the Funder or identifying the Purchaser/Tenant andthe nature of their interest in the Project.

Where clauses 7C and 7D apply, the Construction Manager is required to provide a collateral warranty within14 days of receipt of a notice from the Employer requiring its provision.

If the precise requirements of Funders, Purchasers and/or Tenants are not known at the time of entry into theContract, it is important that professional advice is taken as to their likely requirements.

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Section 8 – Termination

This section contains provisions for the termination of the Construction Manager’s engagement under theAppointment by either Party if the other Party is insolvent or in default (i.e. if the Construction Managerfails to exercise the degree of skill, care and diligence required of him or if the Employer fails to pay). TheConstruction Manager may terminate if work on the Project is suspended for 6 months (other than as aconsequence of a default by the Construction Manager). Additionally, the Employer has the option toterminate at will at any time.

It is only the Construction Manager’s engagement under the Appointment that is terminated, not theAppointment itself, which remains in force to deal with the consequences of the termination.

There is no requirement for the Employer to give notice prior to termination; where the Construction Managerwishes to terminate for non-payment or suspension of the Project, warning notice must be given so theEmployer has the opportunity to remedy the situation and avoid termination.

Where third party rights or a collateral warranty have been given to a Funder, the Construction Manager’sright to terminate will be subject to the provisions of either Part 2 of Schedule 3 or the collateral warrantyitself, regarding the giving of advance notice to the Funder so that the Funder may decide whether toexercise his ‘‘step in’’ rights.

The Appointment contains detailed provisions as to the financial and other consequences of termination,which depend upon the cause of the termination.

Section 9 – Settlement of Disputes

The Appointment provides four different means for the settlement of disputes:

. the Parties may agree to attempt to resolve disputes through mediation, using a third party to assist thenegotiation process;

. the Parties have a contractual right to refer disputes to adjudication (Article 5 and clause 9?2). TheAppointment requires any adjudication to be conducted in accordance with Part 1 of the Scheme forConstruction Contracts, subject only to the clause 9?2 provision regarding the nomination of adjudicators;

. the Parties may agree to refer disputes to arbitration either through the appropriate entry in the ContractParticulars, or by subsequent agreement; the arbitration agreement in the Appointment is subject to thetwo exceptions mentioned in Article 6 and anyarbitration under it is to be conducted in accordance with theJCT 2005 edition of the Construction Industry Model Arbitration Rules (CIMAR);

. the Parties may litigate except insofar as they have specifically agreed to refer disputes to arbitration.

(Where Article 6 applies the Employer is obliged to ensure that arbitration is also the selected means ofdispute resolution in each of the Trade Contracts.)

The JCTsupports the use of Alternative Dispute Resolution, including mediation, in appropriate cases, butconsiders that it would not be appropriate to endorse any specific techniques or bodies. The variety oftechniques and bodies that have developed over recent years would appear to suggest that such choicesare frequently better made by the Parties when the dispute has actually arisen: in cases where mediationis likely to assist, possible exposure to litigation costs under the Civil Procedure Rules may be a sufficientincentive for the Parties to agree such matters.

In the case of adjudication, the adjudicator may be named in the Contract Particulars and/or a nominatingbody identified there. Where the Employer is a residential occupier (as defined by section 106 of the Act)there is no statutory requirement for the contract to contain an adjudication provision, and the Employer’sadvisers should consider with their client whether an adjudication provision is desirable.

A range of factors, which are outside the scope of this Guide, will determine the choice between arbitrationand litigation. Litigation is the default position and will apply unless the Parties specifically make arbitrationoperative.

Where arbitration is agreed under the Appointment and CIMAR Rules apply, Rule 2.3 in effect provides thatan arbitrator cannot be named by the appointor identified in the Contract Particulars until at least 14 days afterthe arbitration notice is served and it is only after that period, if no agreement is reached as to who is to act as

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arbitrator, that either Party has the right to apply to the appointor, requesting him to name the arbitrator. Theaward of the arbitrator is final and binding on the Parties except in respect of any question of law arising in thecourse of the reference or arising out of an award, which (by clause 9?8) the Parties agree may be referred tothe courts.

Schedules

Schedules 1 to 3 respectively set out the definition of Reimbursable Cost, the insurance provisions relating tothe Project and existing structures and Third Party Rights for Purchasers/Tenants and Funder. The other fourschedules to the Appointment are somewhat different from those in other JCTcontracts (including the TradeContract) in that, rather than containing standard procedures and options which are selected or operated byentries in the Contract Particulars they principally contain important detailed information specific to eachappointment, most of which has to be carefully considered and agreed between the Parties. Muchinformation requires to be inserted by the Parties (for example, in relation to the Construction Manager’sServices and Site Facilities and Services), whilst other schedules (for example, Schedule 1, Definition ofReimbursement Cost) contain the JCT agreed provisions.

Although this gives flexibility to tailor the form to the needs of any particular Project, it also means that greatcare must be taken to ensure that Schedules 4 to 7 are properly completed.

Schedule 1 – Definition of Reimbursable Cost

The Reimbursable Cost comprises the cost of the Construction Manager’s personnel, costs incurred in theprovision of Site Facilities and sundry costs.

In respect of the Construction Manager’s personnel, these must either be listed in the Contract Particulars orthe Employer must have agreed to additional or replacement personnel. Reimbursement in respect ofpersonnel is either by reference to a definition of cost contained within Schedule 1 or by reference to alump sum or rate(s) agreed between the Parties and either set out or referred to in the ContractParticulars against the entry to ‘Clause 4?1 and Schedule 1, paragraph 1?2’. The Employer is not obligedto pay for personnel whose utilisation he has not agreed to.

Site Facilities are to be listed in Schedule 6.

Schedule 1 contains a wide ranging list of items allowable as sundry costs, including payments to statutoryundertakers, payments for utilities, office furnishings and equipment, telephone charges, certain insurancepremiums, costs of health and safety measures and legal fees in connection with claims. For items falling intothis category, the Construction Manager is entitled to be reimbursed the net cost reasonably incurred oralternatively as previously referred to by reference to a lump sum or rate(s).

Where agreeing a lump sum or rate in lieu of the actual cost, care must be taken to record precise details as towhich it covers and the basis for any adjustment to such sum or amount.

Schedule 2 – Insurance

This schedule contains details of the insurance policies to be taken out by the Employer in respect of theProject and any existing structures.

In respect of the Project a Joint Names Policy for All Risks Insurance is required for the full reinstatementvalue (including the Construction Management Fee and other professional fees) of the Project and thereplacement value of Site Materials and Site Facilities. Both Parties should be careful to recognise that AllRisks Insurance is a defined term, and that the degree of cover (and exclusions) required by that definitionare such that not ‘‘all risks’’ are covered. The Construction Manager is to be a composite insured (i.e. theinsurer will not be able to exercise any rights of subrogation against him) up to the issue of the ProjectCompletion Certificate or (in respect of each Section) the Section Completion Certificate for that Section.(In relation to Trade Contractors, who are to be covered under the policy, there is an extension of thepolicy for defect rectification work, discussed further in relation to section 6 of the Trade Contract Conditions.)

Where there are existing structures the Employer is required to take out a Joint Names Policy in respect ofdamage caused by Specified Perils. The Construction Manager’s interest as a joint insured continues untilthe issue of the Project Completion Certificate.

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The Construction Manager has the right to check that the two Joint Names Policies have been duly taken outand to take action to protect his position should the Employer be in default.

Schedule 3 – Third Party Rights

Part 1 of Schedule 3 sets out the third party rights for Purchasers and Tenants where clause 7A applies andPart 2 sets out the third party rights for a Funder where clause 7B applies. Each Part is in substantively thesame terms as the corresponding collateral warranty.

The principal right acquired by a Purchaser or Tenant is a warranty from the Construction Manager that, as atand with effect from Project (or, where applicable, Section) Completion he has managed the procurement inaccordance with the Appointment. If the Construction Manager is in breach of this warranty he will be liable tothe Purchaser or Tenant for the reasonable costs of repair/renewal/reinstatement, to the extent that thePurchaser or Tenant incurs or becomes liable for such costs. Additionally, if paragraph 1?1?2 of Schedule3 is stated to apply in Part 2 of the Contract Particulars, the Construction Manager will be liable in respectof other losses incurred by a Purchaser or Tenant up to the maximum liability stated in Part 2 of theContract Particulars. Where Part 2 of the Contract Particulars does not identify any limit on liability theConstruction Manager will have no liability in respect of such other losses, even where paragraph 1?1?2 ofSchedule 3 is stated to apply.

The principal right acquired by a Funder, which will generally be vested in the Funder at the outset, is awarranty from the Construction Manager that he has complied, and will continue to comply, with theAppointment. The Construction Manager’s liability in respect of this warranty is unlimited.

The Funder also gains ‘‘step in’’ rights whereby if the Funder terminates the Finance Agreement or if theConstruction Manager has the right to terminate his engagement under the Appointment, the Funderthen has the opportunity to take over the Appointment and require the Construction Manager to acceptthe Funder’s instructions in place of those of the Employer. To give the Funder the opportunity to exercisethis right the Construction Manager is required to give the Funder notice prior to exercising any right hehas to terminate or treat the Appointment as repudiated. The exercise of this right by the Funder isconditional upon the Funder accepting liability for the payment of any sums due to the ConstructionManager, whether that entitlement arises before or after the ‘‘step in’’.

In respect of both Purchasers/Tenants and the Funder:

. the Construction Manager gives the further warranty that no materials have been or will be used in theProject other than in accordance with ‘Good Practice in Selection of Construction Materials’ (Ove Arup& Partners).

. he also warrants that he has, and will maintain, Professional Indemnity insurance in accordance withclause 6?12 of the Appointment. The Purchaser/Tenant or Funder has the right to evidence that it isbeing maintained and to be notified and consulted should it, at renewal, cease to be available atcommercially reasonable rates.

. the rights acquired may be assigned twice, subject to written notice having been given to the ConstructionManager.

Schedule 4 – Consultant Team

The purpose of this schedule is to record or summarise (by reference where appropriate) the terms of theConsultancy Agreements between the Employer and each of the Consultants, with a view to ensuring thatthe Consultant’s duties are aligned with the role he will be expected to play on a project procured usingthe JCT Construction Management documents and that the Consultant is fully aware that the Project is tobe managed and executed in that manner. (The identity of the Consultants themselves is (so far as thenpracticable) to be set out in the Contract Particulars.)

Schedule 5 – Construction Manager’s Services

It is intended that the required listing of Construction Manager’s Services should either be inserted oridentified in Part 1 of Schedule 5. Part 2 is similarly intended to list or identify the listing of AdditionalServices that may be required.

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Model services are set out in Annex A to this Guide, divided between the Pre-Construction Period and theConstruction and Post-Construction Periods (Part 1). There is also Part 2, identifying some of theadditional services which the Employer may instruct the Construction Manager to perform – at anadditional cost. The model listings may be used as a base but for each project the Employer andConstruction Manager should carefully consider the services required. If the model is used it should beamended accordingly so as to properly reflect these requirements. One important consideration willconcern the Construction Manager’s role in relation to cost control, which will vary depending uponwhether or not the Employer has appointed (or intends to appoint) a Cost Consultant as part of theConsultant Team.

For the Pre-Construction Period the services are considered against the heads of establishing theEmployer’s requirements, design development, cost planning, Statutory Requirements, programming andprocurement. Key tasks during this phase of the Project include preparing the Project Brief, ProjectDrawings, Project Cost Plan and Project Programme and selecting the Trade Contractors.

For the Construction and Post-Construction Periods the services are considered against the heads of settingout, management of Trade Contractors (including, as the Principal Contractor, compliance with CDMrequirements), progress, coordination and information control, cost control, management of the site,accounting and records.

One of the services required to be provided by the Construction Manager during this phase of the Project is toorganise and manage the site, including compliance with the Joint Fire Code.

The Construction Manager is empowered and is required to act as the Employer’s agent in relation to theTrade Contracts but the model conditions (Annex A), if adopted, would impose an important limitationupon his powers whereby he may not without the approval of the Employer instruct, approve or doanything under a Trade Contract which may alter the cost of the Project by more than the amount statedin the Contract Particulars. The Contract Particulars provide for the insertion of such amounts whererequired.

Where there is a limit on the Construction Manager’s authority it does not affect existing entitlements of theTrade Contractors, or the ability of the Construction Manager in administering the Trade Contract to giveeffect to them. This means, for example, that if the Employer has consented to the instruction of aparticular Variation, neither the fact that the actual value of the Variation may exceed the authority levelnor the fact that it exceeds the sum anticipated at the time of the Employer’s consent affects theConstruction Manager’s ability to properly value and certify payment in respect of that variation.

Schedule 6 – Site Facilities and Services

Schedule 6 provides a place to list or identify matters such as site accommodation, welfare facilities,hoardings, access roads, fire fighting equipment and a labour force for general site cleaning duties. AnnexB to this Guide provides a checklist of items that may be required.

The cost of providing the Site Facilities listed in this schedule forms part of the Reimbursable Cost; careshould be taken to avoid duplication with the sundry items treated as Reimbursable Costs as set out inPart 3 of Schedule 1.

Schedule 7 – Cost Planning and Control

Schedule 7 is intended to list the services to be provided by the Cost Consultant and is needed only where aCost Consultant has been or is to be appointed.

Annex C to this Guide provides a model of such services, which are considered under the headings of costplanning, procurement and cost control, and it is for the Parties to ensure that the services to be providedproperly reflect the requirements of the Employer and the Project. Care should be taken to ensure thatthere is no overlap between the services to be provided by the Construction Manager (Schedule 5) andthose to be provided by the Cost Consultant.

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Trade Contract – Specific Provisions

In Construction Management, the Trade Contractor is directly contracted to the Employer and therefore hisroles and responsibilities will be closer to those of a main contractor than a subcontractor. This is reflected inthe terms of the Trade Contract which generally follow the provisions of SBC 2005 rather than those of theJCTsubcontracts, save in relation to such matters as practical completion of the Trade Contractor’s work andthe indemnity to the Employer for lateness, rather than liquidated damages.

Trade Contract – Articles of Agreement

Like the Construction Management Appointment, these follow the standard JCT format, identifying theParties and then comprising the Recitals, the Articles, the Trade Contract Particulars (Parts 1 and 4) andan Attestation clause.

The Trade Contract is for the execution of work (as opposed to the provision of a management service). TheRecitals are therefore primarily concerned with identification of the various documents in which particulars ofthe Works are to be found and which contain financial details. Dependent on the manner in which the Worksare defined, these may include a schedule of drawings, a specification, bills of quantities or work schedules.One of the latter three may form the Priced Document and there may also be a priced Activity Schedule. It isenvisaged that an Information Release Schedule may also be provided.

Facility also exists to identify any Trade Contractor’s Designed Portion, together with its relevant documents(i.e. Employer’s Requirements, Trade Contractor’s Proposals and TCDP Analysis).

The Articles set out either the Trade Contract Sum (Article 2A) or (for cases where the Works are to beremeasured) the Trade Contract Tender Sum (Article 2B); they also identify the Construction Manager,CDM Co-ordinator, Principal Contractor and Consultant Team Leader, all of whom are referred to in theTrade Contract.

Aswith the Construction Management Appointment, adjudication is always available and the option exists forthe Parties to agree that disputes should, if necessary, be referred to arbitration (Article 8), but if this selectionis not positively made within the Trade Contract Particulars the default provision is that final resolution ofdisputes will, if necessary, be a matter for the courts.

In completing the Trade Contract Particulars care must be taken in relation to the definition of Sections andthe relevant Completion Periods. The Sections referred to in the Trade Contract are those into which theProject as a whole has been divided, meaning that for each Trade Contract the Sections should be thesame. Clearly, the Completion Period for each Trade Contract whether for the Trade Contractor’s Worksas a whole or for such Works in a particular Section will differ depending upon the nature of the works thathe is undertaking.

The provisions for attestation are the standard JCT form, as previously referred to under the ConstructionManagement Appointment.

Trade Contract – Conditions

Section 1 – Definitions and Interpretation

The format and content of this section largely follows that of SBC 2005.

Provision is made for the Final Certificate, unless challenged in the manner required by the Trade Contract, tostand as conclusive evidence as to certain matters, in a similar manner to the Final Certificate under SBC2005 and certain other JCT main contracts.

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Section 2 – Carrying out the Works

The Trade Contractor’s primary obligation is set out in clause 2?1 which requires that he

‘‘. . . carry out and complete the Works in a proper and workmanlike manner and in compliance with the Trade

Contract, the Construction Phase Plan, and other Statutory Requirements, and shall give all notices required

by the Statutory Requirements’’.

Clauses 2?2 and 2?3 then set out the applicable standards to which the Works must be undertaken including,where applicable, those relating to the Trade Contractor’s Designed Portion.

Works on site are to commence on the expiry of the notice period stated in item 5 of Part 3 of the TradeContract Particulars. The earliest and latest dates for starting work on site are those stated in item 7 ofthat part.

Once works on site have commenced they must be carried out within the Completion Period for the Works orrelevant Section, and reasonably in accordance with the progress of the Project or any relevant Section. TheTrade Contractor is required to provide copies of his master programme as soon as possible after theexecution of the Trade Contract, and to revise that programme whenever an extension of time is agreed.

Where the Trade Contractor is entitled to further information in order to construct the Works that informationmust be provided to him by the Construction Manager either by the dates set out in any Information ReleaseSchedule or, where the requirement is not identified, at the time that it is reasonably required having regard tothe progress of the Works. Where the Works are likely to be completed before the relevant date for theircompletion, the date for the provision of information is gauged by reference to the regular progressrequired in order to achieve completion in the Completion Period.

The Trade Contract Documents may contain bills of quantities, and those bills may relate to some or all of theWorks. To the extent that the Works are defined by bills of quantities the bills are required to have beenprepared in accordance with a specified method of measurement; any errors or unstated departures fromthat method of measurement are to be corrected and treated as a Variation.

The Trade Contractor is entitled to an extension of time in similar circumstances to a main contractor underSBC 2005, and the procedure to be followed is similar to that in SBC 2005 with the decision as to the TradeContractor’s entitlement being made by the Construction Manager. In comparison with the 2002 edition of theTrade Contract the number of Relevant Events has been reduced, principally through the inclusion of a singleRelevant Event dealing with acts, omissions and defaults by the Employer and those for whom he isresponsible (Employer’s Persons). Delay caused by other Trade Contractors would fall into this category.

Acceleration is provided for, but practically speaking can only be achieved where there is a substantialmeasure of agreement between the Parties as to what can be achieved and the financial consequences.The detailed procedure governing submission of an Acceleration Quotation are contained in Part 1 ofSchedule 2.

Upon practical completion of the Works (or any Section) the Construction Manager is required to issue acertificate to that effect. Additionally, the Trade Contractor must be sent a copy of any Section CompletionCertificate or Project Completion Certificate when they are issued by the Construction Manager under theConstruction Management Appointment.

Where the Trade Contractor fails to complete within the Completion Period for the Works or a Section he hasa liability to the Employer in respect of any direct loss and/or expense suffered by the Employer as aconsequence. There are no liquidated damages, so such loss and/or expense may include not only suchsums as the Employer becomes liable to pay to the Construction Manager and other Trade Contractorsas a result of the delay but also such other reasonably foreseeable losses as the Employer may incur as aconsequence. There is however an option to limit the Trade Contractor’s liability for delay. There is norequirement for issue of a non-completion certificate but, where the Employer’s losses are intended to bewithheld from a payment otherwise due to the Trade Contractor, it is important that the provisions ofclause 4?12 or 4?14 (in relation to withholding notices) are complied with.

The Rectification Period runs from the date of practical completion of the Works until 6 months (unlessotherwise stated) from the date of the Project (or Section) Completion Certificate. During this period theTrade Contractor is obliged to make good defects or shrinkages appearing in the Works which arise from

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a failure on his part to comply with the Trade Contract. When this obligation has been complied with theConstruction Manager is required to issue a Certificate of Making Good. Each Trade Contract will have itsown Certificates of Making Good, meaning that the Trade Contractor is not reliant upon the performanceof other Trade Contractors for release of his retention money or agreement of his final account.

Because practical completion of the Works by any particular Trade Contractor may occur some time beforeProject (or Section) Completion the Employer is responsible for protecting the Works once practicalcompletion has occurred. The Trade Contractor’s obligation in respect of defects excludes mattersoccurring thereafter that are the consequence of fair wear and tear, failure by the Employer to adequatelyprotect the Works or any act or default of the Employer and those for whom he is responsible (i.e.including the Construction Manager and other Trade Contractors).

Where there is a Trade Contractor’s Designed Portion the Trade Contractor is required to undertake anydesign work to the standard expected of an appropriate professional consultant such as an architect orconsulting engineer, appointed directly by the Employer and not undertaking any construction work. TheConstruction Manager has power to issue instructions in relation to the integration of the TradeContractor’s Designed Portion with the design of the Works and the Project.

If the Parties wish, it is possible (except to the extent the contract relates to dwellings and the DefectivePremises Act 1972 applies) to limit the Trade Contractor’s liability in respect of loss of use, loss of profitand other consequential losses arising from a breach of his design obligations to a sum identified in theTrade Contract Particulars. If no sum is inserted in the Trade Contract Particulars then the TradeContractor’s liability in respect of these matters will be unlimited. Clause 6?10 requires the TradeContractor to take out Professional Indemnity insurance in respect of his design liabilities.

In completing the design for the Works, the Trade Contractor is not required to take responsibility for eitherthe contents of the Employer’s Requirements or for verifying the accuracy of any design they contain (clause2?12?2) but this position is subject to clause 2?16. This provision is intended to counter the possibleimplications of the 2002 case of Co-operative Insurance Society Ltd v. Henry Boot (Scotland) Ltd. Ifhowever the Trade Contractor does identify a deficiency in the Employer’s Requirements and thatdeficiency has not been addressed by the Trade Contractor’s Proposals, then the Employer’sRequirements are to be modified accordingly and the modification is to be treated as a Variation. The onlyexception to this is where the deficiency relates to a divergence from the Statutory Requirements, inwhich case it is not treated as a Variation unless the Statutory Requirements have changed since theBase Date (clause 2?16).

Where there is a Trade Contractor’s Designed Portion the Trade Contractor must provide as-built drawings(in addition to any information he may be obliged to provide under the CDM Regulations for the health andsafety file) and also grant a licence to the Employer to copy and use the Trade Contractor’s DesignDocuments for specified purposes.

Section 3 – Control of the Works

Except where otherwise stated in the Trade Contract the Construction Manager has full authority to act onbehalf of the Employer under the Trade Contract and the Trade Contractor is entitled to assume that anyact of the Construction Manager under the Trade Contract has been authorised by the Employer. It shouldbe noted that these provisions are only applicable to acts under the Trade Contract meaning that, forexample, the Construction Manager is not authorised to vary the terms of the Trade Contract itself orenter into other contracts on behalf of the Employer. Equally, where an action is specifically stated to bethat of the Employer, e.g. approval of sub-contracting of any design work, the Trade Contractor shouldensure that the consent comes from the Employer or that he has otherwise approved it.

On the other hand, it is the Construction Manager’s consent that is required to any sub-contracting ofconstruction work, although this also is not to be unreasonably delayed or withheld.

In the case of any sub-contracting, the Trade Contract also stipulates certain conditions (in relation totermination, materials on site, access to premises and the payment of interest) that must be contained inany sub-contract.

Where the Construction Manager issues instructions these must be in writing, although there is a procedurefor confirmation of oral ‘‘instructions’’. Provided that the Construction Manager is empowered to issue theinstruction under the Conditions (as would be the case with, for example, Variations, the expenditure of

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provisional sums, opening up and testing, postponement of the Works etc.), and issues it in writing then,subject to some limited exceptions, the instruction must be complied with by the Trade Contractor. Shouldthe Trade Contractor fail to comply with an instruction within 7 days of a notice from the ConstructionManager requiring compliance the Employer may engage others to comply with the instruction – and anyadditional costs the Employer may incur as a consequence are taken into account in the calculation of theFinal Trade Contract Sum.

Where work has been found not to be in accordance with the Trade Contract, whether as a result of instructedopening up and testing or otherwise, the Construction Manager has similar options open to him as anarchitect under SBC 2005. These include the right to instruct reasonable further opening up and testing,the right to instruct the removal of the defective works from site and the right to accept the defective work,but make a financial adjustment within the final account. In deciding whether any further opening up andtesting is reasonable regard should be had to the Code of Practice set out in Schedule 4.

The attendances to be provided free of charge by the Construction Manager are to be agreed and detailed inthe Trade Contract Particulars; these will normally form part of the Site Facilities to be provided under theAppointment. If, by agreement, the Construction Manager provides other attendances these are to bepaid for by the Trade Contractor (to the Employer) at either an agreed price stated in the Trade ContractParticulars or, if none has been agreed, a fair and reasonable price.

Section 4 – Payment

As identified by the use of either Article 2A or Article 2B the Trade Contractor can be paid on the basis of eithera lump sum (possibly incorporating bills of quantities), adjusted for Variations (the ‘Adjustment Basis’) or bymeasurement and valuation of the work executed (the ‘Remeasurement Basis’). In either case the finalamount paid to the Trade Contractor is the Final Trade Contract Sum.

Interim payments are made on the basis of either stage payments or interim valuations (depending on theoption selected in the Trade Contract Particulars), with Interim Certificates being issued by theConstruction Manager within 14 days of either the date for application for interim payment or theachievement of an identified stage. Both the application date and the stages are identified in (or by) theTrade Contract Particulars. Once issued the final date for payment is 14 days later.

An advance payment may be agreed; where that is the case, payment is subject to the provision of anadvance payment bond if the Trade Contract Particulars state that that is required (a form for which is setout in Schedule 6, Part 1).

Provision is made for payment in respect of materials on site and also Listed Items of off-site materials,identified by the Trade Contract Particulars. Payment in respect of such items may be subject to theprovision of an off-site materials bond (see Schedule 6, Part 2).

Retention is not mandatory, and the Parties are able to agree what percentage (if any) is to be retained.Where no Retention is deducted then provision is made for a retention bond to be provided by the TradeContractor, should the Parties so agree (see the Trade Contract Particulars and Schedule 6, Part 3). Therules governing the holding and release of the Retention by the Employer follow the format adopted bySBC 2005.

The contract no longer makes detailed provision in relation to the CIS or VAT, which fall to be applied topayments in accordance with the relevant statutory provisions. Provision is made for fluctuations, allowing‘‘tax’’, ‘‘full’’ and ‘‘formula’’ fluctuations to be applied in interim valuations, the detailed provisions for whichare contained in Schedule 7 and also in Part 4 of the Trade Contract Particulars where formulafluctuations apply.

The Trade Contract reflects the Housing Grants, Construction and Regeneration Act 1996, with expressprovision for payment and withholding notices and also the right to suspend work in the event of non-payment. Where suspension occurs the Trade Contractor is entitled to both an extension of time and thereimbursement of any loss and/or expense incurred as a consequence.

The final account for each Trade Contract is prepared separately, with the Trade Contractor required to sendto the Construction Manager, within 3 months of practical completion of the whole of his Works, suchdocuments as are necessary for calculating the Final Trade Contract Sum. From receipt of thesedocuments the Construction Manager then has 3 months to prepare and send to the Trade Contractor a

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provisional calculation of the Final Trade Contract Sum. Within 2 months of the later of the expiry ofRectification Period, the issue of the Certificate of Making Good or last such Certificate (where there areSections) or the issue by the Construction Manager of statement of the calculation of the Final TradeContract Sum, the Construction Manager is required to issue the Final Statement in relation to the TradeContract, setting out the Final Trade Contract Sum, amounts paid and the amount due to or from theEmployer (as the case may be).

Provisions in relation to loss and/or expense generally follow those in SBC 2005 in that the list of RelevantMatters is shortened by a general ground of impediment, prevention or default on the part of theEmployer or Employer’s Persons. This covers acts, omissions and defaults of the Construction Managerand other Trade Contractors.

Section 5 – Valuation of Work and Variations

Variation has the same meaning as in SBC 2005 (i.e. a change to either the Works that the Trade Contractoris required to undertake or the manner in which he is required to undertake them) and generally is either to bevalued as a Variation (if the Adjustment Basis applies) or taken into account in the Construction Manager’sremeasurement andvaluation of the Works (where the Remeasurement Basis applies). Alternatively, there isthe Variation Quotation procedure under clause 5?3 and Schedule 2, Part 2.

The Valuation Rules are similar to those in SBC 2005.

There are separate rules for valuations in respect of a Trade Contractor’s Designed Portion (whether on theAdjustment Basis or Remeasurement Basis), whereby the valuation is required to be consistent with thevalues set out in the TCDP Analysis and include for the omission or addition of relevant design work.

Section 6 – Injury, Damage and Insurance

Clauses 6?1 and 6?2 contain indemnities from the Trade Contractor to the Employer similar to those given bythe Construction Manager under the Appointment in relation to claims made against the Employer in respectof death, personal injury or damage to property (other than the Project and Site Materials). Theseindemnities are supported by an obligation upon the Trade Contractor to take out and maintain liabilityinsurances, to the limits of cover that are required by either legislation (as employer) or the TradeContract Particulars.

Responsibility for insuring the Project, Site Facilities, Site Materials and any existing structures (whichinclude parts of the Project which the Employer has taken over) rests with the Employer who must takeout Joint Names Policies. Details of the cover to be provided and the extent to which the Trade Contractoris to be named as an insured are set out in Schedule 3. Section 6 contains the relevant definitionsrequired to interpret Schedule 3.

Where the Trade Contractor has sub-contractors the Joint Names Policy in respect of the Project is requiredeither to provide recognition of each sub-contractor or to include a waiver of the insurer’s rights of subrogationagainst them in respect of loss or damage caused by Specified Perils. There is no similar requirement inrespect of the Joint Names Policy for any existing structures.

If Terrorism Cover is withdrawn by the insurer after it has been effected the Employer has the option of eitherterminating the Trade Contractor’s employment under the Trade Contract or electing to continue with theProject and carry the cost of restoring any Works damaged by terrorism.

Where there is a Trade Contractor’s Designed Portion the Trade Contractor is under an obligation to take outand maintain Professional Indemnity insurance for the amount, and on the terms, stated in the TradeContract Particulars. These terms concern the extent of indemnity provided and the period for which theinsurance is required to be maintained. The Trade Contract Particulars also provide for separate optionalcovers both for pollution and contamination claims and for asbestos and fungal mould. These recognisethat cover (where required for those types of claims) is generally available only in an aggregate annualamount and not (as under the policy generally) for an amount per claim or series of claims arising out of asingle event. Certain of those risks may not be relevant in every case and, as stated in relation to theTrade Contract Particulars, should not be required when it is clearly not relevant. The Trade Contractor’sobligation to maintain the insurance by renewing it, is subject to it being available at commerciallyreasonable rates, and should it not be available at such rates the Trade Contractor is required to notify

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and consult with the Employer. Where third party rights or collateral warranties have been granted thisobligation to notify and consult also extends to Funders, Purchasers and Tenants (see Schedule 5).

Section 7 – Assignment, Guarantees, Third Party Rights and Collateral Warranties

Clause 7?1 provides that assignment of the Trade Contract (by either Party) requires the written consent ofthe other.

An optional provision (selected byan entry in the Trade Contract Particulars) requires the Trade Contractor toprovide a performance guarantee from either an approved surety or any parent company.

As under the Appointment rights for Purchasers, Tenants and Funder are conferred either by means of thirdparty rights utilising the Contracts (Rights of Third Parties) Act 1999 or by giving collateral warranties. Therights conferred are those set out in Schedule 5 (Third Party Rights) or in the relevant standard form ofcollateral warranty (i.e. TCWa/P&T or TCWa/F); bar minor consequential changes these are substantiallyin the terms of SBC 2005 and JCT Warranties CWa/P&T and CWa/F and only differ slightly from thosegiven by the Construction Manager.

Section 8 – Termination

Section 8 contains provisions whereby the Trade Contractor’s employment under the Trade Contract may beterminated. As it is only the employment which is terminated, the relevant contractual provisions continue toapply after the termination.

The Employer has a right to immediately terminate the Trade Contractor’s employment if the TradeContractor is insolvent or commits an act of corruption. Additionally, the Trade Contractor’s employmentcan be terminated if he suspends the carrying out of the Works without reasonable cause, fails to proceedregularly and diligently, fails to remove defective work or materials when instructed, fails to obtain theEmployer’s consent to sub-contracting, assigns the Trade Contract without the Employer’s consent orfails to comply with his obligations under the CDM Regulations and fails to remedy the default within 14days of receipt of a warning notice from the Construction Manager. Any notice of termination is required tobe given within 10 days from the expiry of the warning notice or, if not given then, may be given within areasonable time following a repeat of the notified default.

Similarly, the Trade Contractor has the right to terminate his employment immediately if the Employer isinsolvent and may also, on 14 days’ warning notice, terminate his employment within 10 days of theexpiry of that notice if the Employer defaults in making payment, obstructs the issue of a certificate,assigns the Trade Contract without consent, fails to comply with his obligations in relation to the CDMRegulations or suspends the carrying out of the Works for a specified period.

Either Party may choose to terminate the Trade Contractor’s employment where the Works are suspendedfor a substantial period due to a specified cause, beyond the control of either Party, and additionally theEmployer may terminate the Trade Contractor’s employment if he decides at any point not to continuewith the Project.

The financial consequences of termination are also dealt with in section 8, and depend upon the reasons forthe termination. Where the Employer terminates other than on the ground of prolonged no-fault suspensionor discontinuance of the Project he can recover the loss and/or damage that he suffers as a result, as can theTrade Contractor where he terminates for the Employer’s breach or insolvency or if the Employerdiscontinues the Project or is responsible for prolonged suspension through loss or damage by aSpecified Peril.

Section 9 – Settlement of Disputes

The dispute resolution provisions of the Trade Contract are substantially the same as those in theConstruction Management Appointment, save that:

. where a dispute concerns whether or not an instruction for further opening up and testing was reasonablein all the circumstances anyadjudicator must either be technicallyexperienced in the specialist area underconsideration or obtain advice from an independent expert in that field.

. where the arbitration option applies under the Appointment, the Employer is required to ensure that eachTrade Contract is entered into on the same basis.

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Schedules

With limited exceptions, the format and content of the Schedules is similar to that of SBC 2005.

Schedule 1 – Trade Contractor’s Design Submission Procedure

This procedure applies where there is a Trade Contractor’s Designed Portion and he is required to produceDesign Documents, subject to any modification in or unless disapplied by the Trade Contract Documents(clause 2?8?3). It is intended to allow the Construction Manager and relevant Consultants the opportunityto review and comment upon the compliance of those designs with the Trade Contract.

Each Design Document prepared by the Trade Contractor is required to be submitted for review and inundertaking that review the Construction Manager is required to mark each document ‘A’, ‘B’ or ‘C’. Toensure compliance with this procedure, the Trade Contractor is not entitled to be paid for any work unlessit is carried out in accordance with a Design Document that is marked ‘A’ or ‘B’.

The only reason that the Construction Manager may mark a Design Document ‘B’ or ‘C’ is that it is not inaccordance with the Trade Contract, and his written comments must identify why he considers this to bethe case. Where the Construction Manager does not return a Design Document, then, after a specifiedperiod, it is deemed to have been marked ‘A’.

Where a document is marked ‘A’ the Trade Contractor may proceed and execute the Works in accordancewith that document. Where it is marked ‘B’ the Trade Contractor may proceed with the Works providedthat he has regard to the comments made and resubmits a revised copy of the document reflecting thosecomments.

Where the document is returned marked ‘C’ the Trade Contractor may not proceed with the Works, but mustresubmit an amended document reflecting the comments or, if he disagrees with the Construction Manager’scomments and considers the document is in accordance with the Trade Contract, he must, within 7 days ofreceiving the comment, notify the Construction Manager that he considers compliance with the commentwould give rise to a Variation.

Upon receipt of such a notification the Construction Manager may either confirm or withdraw the comment.Unless the Trade Contractor follows this procedure, his compliance with a comment will not be treated asgiving rise to a Variation. Where the Construction Manager confirms a comment, whether it actually givesrise to a Variation will remain to be determined by reference to the provisions of the Trade Contract.

It should be noted that, even where a Design Document is marked ‘A’, the Trade Contractor remainsresponsible for ensuring that the Design Document and the Works are in accordance with the Trade Contract.

Schedule 2 – Acceleration Quotation and Variation Quotation

Schedule 2 contains the procedures to be followed for both Acceleration Quotations (Part 1) and VariationQuotations (Part 2).

By Part 1, any Acceleration Quotation prepared by the Trade Contractor is required to detail costs andprogramme effects and contain sufficient supporting information to allow it to be evaluated by theConstruction Manager. Additionally, where specifically requested, the quotation is required to identify theadditional resources that will be used to achieve the acceleration.

Once submitted the Acceleration Quotation is required to remain open for acceptance for 14 days and, if theConstruction Manager wishes to accept the quotation, he must do so by means of a Confirmed Acceptanceissued within that period. It is not open to the Construction Manager to accept only part of an AccelerationQuotation, other than by agreement.

By Part 2, a Variation Quotation is to be submitted within 21 days of receipt of an instruction which containssufficient information to allow a quotation to be submitted, and it is then to remain open for acceptance for afurther 7 days. The quotation itself is to separately identify the cost and time effects of executing the Variation,and also any loss and/or expense that would be incurred. If requested, the quotation should also identify theresources and methods that will be used in executing the work contained in the Variation.

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Where the Construction Manager wishes to accept the quotation he does so by means of a ConfirmedAcceptance. Again, unless the Trade Contractor agrees otherwise, the Construction Manager mustaccept the quotation as a whole (e.g. he may not simply accept the value of the Variation without alsoaccepting any parts of a quotation that deal with the effect of the Variation upon time or loss and/or expense).

If the quotation is not accepted, the Construction Manager must confirm whether he wishes the Variation tobe carried out or not. If the Variation is to be carried out, the Valuation Rules will apply and any consequententitlement to extension of time and loss and/or expense will be determined in accordance with the TradeContract. Neither the Construction Manager nor the Employer may use the Trade Contractor’s quotationfor any other purpose unless it has been accepted, i.e. it is not open to the Construction Manager to valuethe Variation by reference to parts of the quotation.

Where an Acceleration Quotation or Variation Quotation is not accepted the Trade Contractor is entitled to bepaid his fair and reasonable cost of preparing the quotation, provided that it was prepared on a fair andreasonable basis.

Schedule 3 – Insurance

This schedule contains details of the insurance policies to be taken out by the Employer in respect of anyexisting structures and the Project.

In respect of the Project a Joint Names Policy for All Risks Insurance is required for the full reinstatementvalue (including professional fees) of the Project and the replacement value of Site Materials and SiteFacilities. Both Parties should be careful to recognise that All Risks Insurance is a defined term, and thatthe degree of cover (and exclusions) required by that definition are such that not all risks are covered. TheTrade Contractor is to be a joint insured (i.e. the insurer will not be able to exercise any rights ofsubrogation against him) until either the issue of the Project Completion Certificate or, where there areSections, the relevant Section Completion Certificate.

Additionally the Employer is required to extend cover to the Trade Contractor as joint insured in respect of anyloss or damage occurring after practical completion but prior to the issue of any relevant Certificate of MakingGood where the loss or damage arises either as a consequence of a cause occurring prior to practicalcompletion of the Works (or such works in the relevant Section) or is occasioned by the Trade Contractorwhile rectifying defects.

Where there are existing structures the Employer is required to take out a Joint Names Policy in respect ofdamage caused by Specified Perils. The Trade Contractor’s interest as a joint insured then continues until theissue of the certificate of practical completion of the Works.

Provisions exist whereby the Trade Contractor can verify the existence of the various Joint Names Policiesand take action to protect his position should the Employer be in default.

Schedule 4 – Code of Practice

This schedule sets out the matters to be taken into consideration in determining whether an instructionrequiring opening up or testing after the discovery of non-compliant works is fair and reasonable.

Schedule 5 – Third Party Rights

This schedule sets out the third party rights that are granted to Purchasers and Tenants (Part 1) and Funders(Part 2) where clauses 7A and 7B apply.

The rights given by a Trade Contractor to a Funder, Purchaser or Tenant are substantially the same as thosegiven by the Construction Manager.

Schedule 6 – Forms of Bonds

Schedule 6 contains the standard JCT wording agreed with the British Bankers Association for an AdvancePayment Bond (Part 1), a Bond in respect of payment for Off-site Materials and/or Goods (Part 2) and aRetention Bond (Part 3).

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Schedule 7 – Fluctuations Options

Schedule 7 contains the detailed provisions necessary to operate the fluctuations options, where one ofthese is selected by means of the Trade Contract Particulars. The three options offered are contributionlevy and tax fluctuations (Fluctuations Option A), labour and materials and tax fluctuations (FluctuationsOption B) and formula adjustment (Fluctuations Option C).

Where Fluctuations Option C is selected, reference is made to Part 4 of the Trade Contract Particulars (whichcontains certain detailed provisions) and also to the JCT Formula Rules. The Parties should ensure that thePriced Document contains the information necessary to operate these rules, especially as regards thetreatment of specialist trades.

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Annex A Model Schedule 5 – Construction Manager’s Services

Introduction

The services set out are a model only of the services that may be required from the Construction Manager. Ifthis model is to be used the services will need to be modified to meet particular requirements. For example,depending on the date of the Construction Manager’s appointment, some of the services in the model mayalready have been provided by consultants previously appointed by the Employer. Deletions or variations willbe needed where a Cost Consultant is appointed, depending on the services to be provided under Schedule7. Alterations required to the printed text must be clearly shown and initialled by the Parties. Alternatively,where considerable changes to the model would be required, it may be preferable to use a bespokedocument that contains those services and refer to this in Schedule 5. Care must be taken to ensure thatthe services do not conflict with the Conditions or the other Schedules.

Part 1: Services

Pre-Construction Period

The Construction Manager shall supply the services set out at paragraphs 2?2 to 2?7 during the Pre-Construction Period and thereafter as necessary.

Establishing the Employer’s Requirements

?1 Within a reasonable period from receipt of the Employer’s Initial Brief submit detailed comments andadvice to assist the Employer in identifying and defining the Employer’s objectives and requirementsand in preparing the Project Brief (where such Brief is required).

?2 Advise on the strategy adopted or to be adopted for the procurement and for the carrying out andcompletion of the Project.

?3 Advise on the selection of, manage and instruct any specialist inspection agencies that may be required.

Design Development

During the design process, which is the primary responsibility of the Consultant Team, the ConstructionManager shall:

?1 attend such meetings as the Consultant Team Leader considers necessary and arrange such meetingsas he considers necessary with the Employer, the Consultant Team, the CDM Co-ordinator and anyproposed Trade Contractors who are to provide a design service;

?2 recommend economies in buildability, methodology, cost and time that are consistent with theEmployer’s objectives and requirements as given in the Employer’s Initial Brief and with soundconstruction practice;

?3 regularly review and comment upon the design and the progress of the Project Drawings, any otherrelevant drawings and the Project Specification and (where the Construction Manager is not thePrincipal Contractor) on the Principal Contractor’s Construction Phase Plan, with particular referenceto compliance with safety requirements and the revisions and updates of the Construction PhasePlan and the other obligations of the Principal Contractor; and similarly in regard to documentationbeing prepared for the Trade Contracts, including drawings and specifications;

?4 advise upon the selection, availability and price of materials and goods;

?5 advise upon methods of working, building systems and equipment and alternative design solutions;

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?6 advise upon the proposed requirements for Trade Contractors to carry out off-site design and off-sitemanufacture of components for incorporation in the Project;

?7 advise on all aspects of added value and buildability in relation to the proposed design for each elementof the Project, advise on the feasibility of construction tolerances and suggest any changes to designwhich could be made with a view to reducing the incidence of labour disputes;

?8 advise on the need for pre-construction works e.g. exploration works, mock-ups, tests on components;

?9 advise on any inconsistencies, where found, in any preliminary information issued for comment or in theinformation issued for construction purposes;

?10 advise the Employer and cooperate with the Consultant Team on the measures necessary to satisfy theStatutory Requirements (other than planning permission) and their cost implications and suggest,where possible, alternative proposals.

Cost Planning

?1 Together with the Employer and the Consultant Team, consider and assist in the preparation andagreement with the Employer and those consultants of the Project Cost Plan. In particular theConstruction Manager should:

?1 obtain budget costs of systems, assemblies, equipment and materials;

?2 evaluate costed alternative materials, construction techniques, and installation methods;

?3 advise on current pricing levels and trends in the area of the Project;

?4 prepare a cash-flow forecast for the Project.

?2 Where a Cost Consultant is not appointed, prepare and obtain the agreement and signatures of theEmployer and the Consultant Team to the Project Cost Plan and append his own signature.

?3 Where there is a Cost Consultant, agree and append his signature to the Project Cost Plan prepared bythe Cost Consultant.

Statutory Requirements

?1 Liaise with local authorities and Statutory Undertakers in connection with road closures, trafficrestrictions, hoardings, services, mains diversions and connections and the like and, by managingthe process, ensure that the arrangements made on these matters comply with their requirements tothe benefit of the Project.

?2 Advise the Employer on the need to place orders with Statutory Undertakers and thereafter manage theimplementation of the work.

?3 As agent for the Employer monitor compliance with the Statutory Requirements byall Trade Contractorsand verify that all necessary approvals have been obtained and advise accordingly.

Programming

?1 Where required by the Employer, define the Sections into which the Project is to be divided.

?2 Following consultation with the Consultant Team, prepare the Project Programme, clearly identifying theSections, the critical path, lead times and key milestones agreed with the Employer. Obtain theagreement and signatures of the Employer and the Consultant Team to the Project Programme andappend his own signature.

?3 As soon as it is practicable but in any event before any tenders are invited for any Trade Contract,prepare in liaison with the Consultant Team a detailed week by week programme which lists all TradeContracts identified in the Project Cost Plan and shows how the execution of the Project is to beachieved.

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?4 As soon as it is practicable and in any event before tenders are invited for any Trade Contract, prepare inliaison with the Consultant Team and the Employer a tender events schedule giving earliest start andanticipated finish dates for each trade element given in the Project Cost Plan.

?5 Expand, update and adapt the Project Programme in liaison with the Employer and the Consultant Teamas necessary to reflect further information, Trade Contractors’ detailed programmes or changedcircumstances. When appropriate, make proposals for the acceleration of all or part of any TradeContract.

?6 In agreement with the Consultant Team and subsequently with the Employer, prepare drawing andinformation release schedules giving dates for the release of information by the Consultant Teamand by Trade Contractors to the Consultant Team and showing, inter alia, procurement periods formajor items of materials and equipment. Incorporate in such drawing and information releaseschedules design approval procedures that allow the Construction Manager and the ConsultantTeam to comment within a reasonable period of receiving such information and a provision forinformation to be available for a reasonable period before it is required by a Trade Contractor.

?7 Expand, update or adapt the drawing and information release schedules as necessary to reflect furtherinformation, Trade Contractors’ detailed programmes or changed circumstances. Advise the Employerand the Consultant Team at meetings and in writing of the implications of such expansion, updating oradaptation.

Procurement

?1 Advise the Employer, after agreement with the Consultant Team, on an appropriate division of theProject into various Trade Contracts for execution by Trade Contractors and/or StatutoryUndertakers. Agree with the Employer and the Consultant Team the allocation against each TradeContract in the Project Cost Plan. Ensure that all work comprising the Project (except work whichforms part of the Reimbursable Cost or comes within paragraph 4?1?2 of this Schedule) is included ina Trade Contract.

?2 Prepare in consultation with the Consultant Team lists of suitable contractors from whom tenders may beinvited for each Trade Contract. Advise and agree with the Employer an appropriate tender list andobtain references and appraise the resources of each proposed tenderer. Consider with theEmployer whether the Trade Contract (CM/TC) or a Special Trade Contract is to be used. Agree withthe Employer effective tendering procedures having regard to the time available, quality, cost and(where relevant) public procurement requirements.

?3 As appropriate, interview, together with the Employer and Consultant Team, each proposed tenderer toascertain their suitability and to describe the nature of the Project, the scope of the work, the duties andfunctions of the Construction Manager (as agent for the Employer under the Trade Contract) and of theConsultant Team, and such other factors that may be reasonably necessary to secure the interest oftenderers in providing competitive tenders.

?4 Obtain from the Consultant Team tender designs, drawings, bills of quantities and specifications andprocure or prepare such pricing schedules, scopes of works, programmes, health and safetydocumentation and site rules as are necessary to obtain competitive tenders from Trade Contractors.Check for adequacy, consistency and completeness. Reproduce and collate the various documentsand dispatch the same on behalf of the Employer to the agreed tenderers.

?5 Interview, in conjunction with the Consultant Team where appropriate, each tenderer during the tenderperiod to ensure that their tenders will comply with the tender documents. Open all tenders received inthe presence of the Employer and Consultant Team. Provide to the Employer and to the ConsultantTeam a tender report in tabulated form recording the tenders received. Interview tenderers, inconjunction with the Consultant Team, as appropriate to resolve any matters raised by the analysisand to consider possible economies.

?6 Analyse, in consultation with the Consultant Team, the tenders received and issue to the Employer awritten report agreed with the Consultant Team setting out the analysis of the tenders andrecommending a contractor with whom the Employer should enter into a Trade Contract, or if theConstruction Manager and the Consultant Team Leader cannot make a joint recommendation,setting out their respective recommendations and their reasons.

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?7 Conduct any negotiations that may be appropriate to finalise the Trade Contracts and arrange for theEmployer and Consultant Team to participate as required. Prepare and collate the Trade Contractdocumentation for execution by the Employer and Trade Contractors.

?8 Advise the Employer in consultation with the Consultant Team of any materials or plant which should beordered by the Employer prior to the placing of the appropriate Trade Contract in order to expeditecompletion in accordance with the Project Programme. Prepare in consultation with the ConsultantTeam the necessary documentation and expedite delivery of the purchased items.

?9 Until the Project Completion Certificate, submit monthly reports to the Employer in consultation with theConsultant Team, highlighting progress, achievements, critical issues and proposals for managingthem. Progress will be reported by reference to design, procurement, manufacture, construction,quality, health and safety, commissioning and handover.

Construction Period and Post-Construction Period

The Construction Manager shall supply the services set out at paragraphs 3?2 to 3?8 during the constructionperiod and post-construction period (in addition to those services he is required to supply during the Pre-Construction Period but which remain necessary during either or both of these periods):

Setting Out

Procure the establishment of all datums and basic setting out of the Project and generally co-ordinate settingout carried out by Trade Contractors.

Management of Trade Contractors (including, as the Principal Contractor, compliance with CDMrequirements)

?1 Upon receipt of the Employer’s approval of a Trade Contractor’s tender, immediately notify the TradeContractor and make all necessary arrangements for the execution of a Trade Contract and of anyother documents, deeds or bonds required by the tender documents.

?2 Reproduce from suitable originals supplied by the Consultant Team all necessary copies of drawingsissued for the purposes of construction and deliver them to such Trade Contractors and StatutoryUndertakers as are identified by the Consultant Team. Provide and deliver further copies of suchdrawings for the use of the Employer and the Consultant Team.

?3 Issue a notice to each Trade Contractor to commence work on site.

?4 Issue instructions and directions to the Trade Contractors as required in writing by or on behalf of theEmployer. The Construction Manager has no authority to issue any instruction or give any approval ordo any other thing pursuant to a Trade Contract which would or might alter the cost of the Project tothe Employer by more than the limits set out in the Contract Particulars[2] without first referring thematter in writing to the Consultant Team Leader, the Cost Consultant and the Employer, with hiscomments. These limits do not apply to existing entitlements of the Trade Contractors or restrict theConstruction Manager’s ability to administer the terms of the Trade Contracts so as to give effect tothem. The Employer shall notify the Construction Manager in writing within 3 clear Business Days ofreceipt of any reference from the Construction Manager of his approval or disapproval of it. If theEmployer fails to notify the Construction Manager within 3 clear Business Days, the Employer shallbe deemed to have given his approval. The Construction Manager shall immediately copy to theEmployer, the Consultant Team Leader and the Cost Consultant all instructions, approvals and otherthings issued or given by him pursuant to a Trade Contract.

?5 Receive and check all applications for payment from Trade Contractors, ensure the preparation ofvaluations as necessary in accordance with the terms of the Trade Contracts and comment to theConsultant Team and Employer. Agree administrative procedures with the Employer for submittingapplications and valuations and for resolving any queries arising in connection with them. Promptlyissue to the Employer (with a copy to the Trade Contractors) all certifications for payment at suchtimes as required by and in accordance with the Trade Contracts.

[2] If this provision becomes a part of Schedule 5 of the Construction Management Appointment, it will be necessary to insert the amount of thelimits in the Contract Particulars provided for these items.

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?6 Prepare and serve notices where necessary or appropriate in accordance with Statutory Requirementsand the relevant provisions of the Trade Contracts, including payment notices and withholding notices.

?7 Receive and co-ordinate all shop drawings, product data and samples and check their conformity withinformation contained in other related documents and transmit them to the Consultant Team forapproval. Establish and implement procedures for expediting, processing and approval.

?8 After consultation with the Consultant Team Leader, issue certificates of practical completion inaccordance with the Trade Contracts and advise the Employer of their issue.

?9 Monitor compliance with the CDM Regulations including compliance with the Construction Phase Plan.

?10 Review and report to the Employer and Cost Consultant on any variations which result from ‘on-site’considerations (including, but not limited to, Construction Manager’s instructions) and report andadvise on the associated cost and time implications, including, if appropriate, the cost and timeimplications under other Trade Contracts.

?11 Carry out such inspections as are necessary to ensure compliance with the Trade Contracts. Inform theConsultant Team of defects in workmanship and/or materials apparent from such inspections and takeappropriate action to have such defects corrected in accordance with the instructions of the ConsultantTeam. Supervise the making good of defects and after consultation with the Consultant Team Leaderissue the Certificates of Making Good under the Trade Contracts and advise the Employer of their issue.

?12 With the relevant Trade Contractors’ assistance, prepare the necessary commissioning documentationand check that all plant equipment and materials are complete, prior to advising the Consultant Team ofthe programme of testing and witnessing. Manage the commissioning of the Project, tabulate theoutcome of the various tests, prepare an action/activity schedule of works which may requirerectification and provide the Employer and the Consultant Team with proposals for such rectificationwork.

?13 Check and approve with the Consultant Team Leader and provide the Employer with a detailed technicalspecification and drawings showing the Project ‘as built’ and produce bound volumes (with 4 copies ofeach) of all operating and maintenance manuals and the health and safety file for the Project.

?14 With the assistance of the Cost Consultant, collate and assess any Trade Contractor’s claims relating toloss and/or expense, extensions of time or variations and report to the Employer and the ConsultantTeam Leader. Identify and inform the Consultant Team Leader and the Cost Consultant as soon aspracticable of any sums to be contra-charged to the Trade Contractors and conduct suchnegotiations with the Consultant Team Leader and/or the Cost Consultant as may be appropriate inconnection therewith and with the Trade Contractors.

Progress, co-ordination and information control

?1 Provide all management, control, administration and planning of Trade Contractors’ work. Review TradeContractors’ methods of working and temporary works with regard to their adequacy and safety.

?2 Manage and co-ordinate the work of Trade Contractors.

?3 Make visits as necessary to the premises of Trade Contractors and their suppliers where located in theUnited Kingdom (or overseas, where agreed in writing with the Employer).

?4 Conduct regular meetings with the Trade Contractors to monitor all aspects of progress both on-site andoff-site relevant to the Project Programme and to review all information requirements, and providemonthly written reports of those meetings to the Employer and the Consultant Team Leader.

?5 Arrange and chair site progress meetings at intervals agreed with the Employer and the ConsultantTeam. Prepare and circulate minutes of such meetings.

?6 Expand, update and adapt the Project Programme as necessary until completion of the Project to reflectthe Trade Contractors’ detailed programmes, any extensions of time given under any Trade Contract orany changed circumstances. Report to the Employer and the Consultant Team on any expansion,updating or adaptation of the Project Programme and provide to the Employer and the Consultant

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Team such information in relation thereto as is reasonably required. Carry out any further programmingexercises that may be agreed with the Employer.

?7 After consultation with Trade Contractors prepare ‘short period’ programmes for use in co-ordinating thework of Trade Contractors.

?8 Expand, update and adapt in conjunction with the Consultant Team the Construction Manager’s drawingand information schedules for the release of information as necessary to reflect the Trade Contractors’detailed programmes, extensions of time awarded under any Trade Contract and any changedcircumstances. Discuss and agree the same with the Employer. Expedite and co-ordinate the supplyof information to be provided by the Trade Contractors and by the Consultant Team and report to theEmployer as necessary but not less than monthly.

?9 Advise the Employer of any objections the Construction Manager may have to drawings or otherinformation provided by the Consultant Team.

?10 Advise the Employer and the Consultant Team of anyaction that it may be necessary for the Employer totake in connection with any of the Trade Contracts or the Trade Contractors. Report to the Employer onall matters related to the progress and quality of the Project. Consult with the Consultant Team on anymatter which may cause delay to the completion of the Project.

Cost control

Monitor the actual expenditure in connection with the Trade Contractors against the Project Cost Plan andproduce reports for the Employer, immediately advising the Employer and the Consultant Team of anydeviations from that plan. Advise the Employer and the Consultant Team on anticipated expenditure inconnection with the Trade Contractors and on any items likely to impact on either the final accounts underthe Trade Contracts or the Project Cost Plan. Monitor and report to the Employer on actual andanticipated expenditure by the Construction Manager on items of Reimbursable Cost against the ProjectCost Plan and immediately advise the Employer and the Consultant Team of any deviation. Generally,endeavour to keep costs to a minimum consistent with the Employer’s requirements, good constructionpractice and the Project Programme.

Management of the site

?1 Organise and manage the site during the Construction Period with regard to the CDM Regulations andall other safety precautions, fire protection (including compliance, where relevant, with the Joint FireCode), security (including the restriction of access to the site to authorised persons only),transportation, delivery of goods, materials, plant and equipment (including that of the TradeContractors), control of pollution, maintenance of good personnel and labour/industrial relations.Prepare and issue a manual of rules and regulations to be observed by all persons on the site.

?2 Establish and maintain a liaison with occupiers of nearby buildings and others to facilitate theuninterrupted progress of the Project.

?3 Provide such management services as the Employer may reasonably require in relation to theprocurement, delivery and storage of materials ordered by the Employer for the Project.

Accounting

?1 ?1 Collate and check applications for payment from Trade Contractors for compliance with the TradeContract and after consultation with the Consultant Team Leader, submit the certifications to theEmployer for their payment.

?2 On the issue of payment certificates under the Trade Contracts advise the Employer regarding theCIS.

?3 In collaboration with the Cost Consultant expedite the verification of the Trade Contractors’dayworks and agree their value.

?4 Assist the Employer to keep proper accounts of all monies expended pursuant to the TradeContracts. Provide him with copies of such information and documents sent to or received from

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the Trade Contractors and any of the Construction Manager’s sub-contractors at the same time asthey are sent or received.

?5 Prepare interim and final statements of account for each of the Trade Contracts, and report to theEmployer by means of a regular accounts settlement register and obtaining thereafter from each ofthe Trade Contractors agreement to the relevant interim or final settlement of account, as the casemay be, and signature thereon.

?2 Keep proper accounts of all expenditure forming part of the Reimbursable Cost.

Records

?1 Maintain complete and accurate records and provide the Employer and the Consultant Team with suchcopies of correspondence and minutes of meetings as may be necessary and any other documentationissued or sent to the Trade Contractors, Statutory Undertakers or others which the Employer and theConsultant Team would not otherwise receive.

?2 As agent for the Employer obtain as relevant from each Trade Contractor full operating and maintenancemanuals and procure ‘record’ and ‘as-built’ drawings as required under the Trade Contracts and allinformation reasonably required by the Construction Manager as the CDM Co-ordinator or, where theConstruction Manager is not the CDM Co-ordinator, by the CDM Co-ordinator for the preparation ofthe health and safety file(s) relating to the Project.

Part 2: Additional Services

Subject to clause 5?1 the following additional services shall be provided by the Construction Manager at theEmployer’s instruction under clause 2?1?2:

?1 Settlement of the terms of the Project Brief.

?2 Services in relation to work forming part of the Project to be executed by persons who are not TradeContractors and/or work not forming part of the Project to be executed on the site during theConstruction Period by persons who are not Trade Contractors.

?3 Services in respect of the replacement of work damaged by the occurrence of any event which is thesubject of a Joint Names Policy or an Excepted Risk during the Construction Period.

?4 Services required as a result of insolvency of a Trade Contractor or in respect of a default by a TradeContractor not due to any negligence or default of the Construction Manager.

?5 Services related to assisting the Employer in pursuing or defending any claim in respect of TradeContractors, including in adjudication, arbitration or litigation if necessary.

?6 Such services as may reasonably be required by the Employer to secure completion of the Projectprovided that they are not inconsistent with this Contract.

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Annex B Model Schedule 6 – Site Facilities and Services

The Site Facilities and services are a model checklist only for Schedule 6. Care must be taken to avoidduplication with the sundry items treated as Reimbursable Cost, as set out in Part 3 of Schedule 1.

1 Determining any levels which may be required for the execution of the Project. Providing TradeContractors by way of accurately dimensioned drawings with such information as will enable them toset out the Works.

2 Provision, equipment, maintenance and cleaning of suitable general site offices for the use of theConstruction Manager and the Consultant Team.

3 Provision, equipment, maintenance and cleaning of all facilities for the use of all site staff andworkpeople engaged on the Project as are required by the current relevant working rule agreementand any Statutory Requirements including canteens, drying rooms, sanitary accommodation and firstaid accommodation.

4 Provision of hoardings, temporary fencing, gantries, barriers, footways etc. and entrances and exits forthe site together with site security arrangements.

5 Provision of access roads, ramps, walkways, etc. within the site.

6 Provision of site drainage, electricity and water supplies for general use by Trade Contractors.

7 Provision of fire fighting equipment and services.

8 Provision of an adequate multi-services labour force and anyapplicable plant, tools, transport and tips tocarry out general site cleaning duties and clearance of rubbish.



Annex C Model Schedule 7 – Cost Planning and Control

Part 1: Introduction

The services are a model checklist only for Schedule 7 of the items to be provided by the Cost Consultant. Ifthe service is to be provided by the Construction Manager (see the introductory note to Annex A) thenSchedule 5 should make such provision and Schedule 7 will not need to be completed.

Part 2: Cost Planning

Consider with the Employer, the Construction Manager and the Consultant Team, as relevant, thePreliminary Project Cost Plan and in conjunction with the Construction Manager:

?1 obtain budget costs of system assemblies, equipment and materials;

?2 evaluate the cost of alternative materials, construction techniques and installation methods;

?3 advise on current pricing levels and trends in the area of the Project.

Prepare the Project Cost Plan in conjunction with the Employer, the Construction Manager and theConsultant Team and append his own signature to the Project Cost Plan.

Prepare a cash flow forecast for the Project based on the Project Programme.

Part 3: Procurement

Assist the Construction Manager in allocating the Project Cost Plan into Trade Contracts.

Assist the Construction Manager in consultation with the Consultant Team in preparing lists of suitabletenderers for the Trade Contracts and advise on the form of contract to be used, third party rights,collateral warranties, bonds and guarantees.

In conjunction with the Construction Manager, advise the Employer of the most effective tenderingprocedures to be followed having regard to time, quality and cost.

Review tendering documents prior to invitation to tender to ensure that they are complete and reflect thebudget cost approved for the Trade Contract.

Prepare and complete documents for Trade Contracts, as required by the Construction Manager.

Attend pre-tender and tender interviews as required by the Employer and the Construction Manager.

Initiate and subsequently endorse the tender reports and recommendations prepared by the ConstructionManager and the Consultant Team.

Assist the Construction Manager in negotiationswith tenderers, as appropriate, to finalise the Trade Contracttenders.

Assist, as required by the Construction Manager, in collating the Trade Contract documentation for executionby the Employer.

1??1

2??1

2??2

2??3

3??1

3??2

3??3

3??4

3??5

3??6

3??7

3??8

3??9



Part 4: Cost Control

Assist and co-ordinate with the Construction Manager and the Consultant Team in reviewing and reporting tothe Employer on proposed design changes and advise on associated costs and time implications on theTrade Contracts and on the progress of the Project.

Verify the decisions to be made by the Construction Manager and the Consultant Team Leader on paymentsto Trade Contractors including for on-site and off-site materials to be certified by the Construction Managerand the Consultant Team Leader.

Monitor actual expenditure on Trade Contracts against the Project Cost Plan and advise the Employer, theConstruction Manager and the Consultant Team Leader of any deviations therefrom. Assist theConstruction Manager in determining and/or agreeing any additional costs.

Monitor actual and anticipated expenditure by the Construction Manager on items of Reimbursable Costincurred against the Project Cost Plan; advise the Employer and the Consultant Team Leader, with a copyto the Construction Manager, of any deviation.

Adjust, in consultation with the Employer, the Project Cost Plan to take into account all amendmentsnecessary in respect of the foregoing.

Adapt and update the cash flow forecast for each element of the Project.

Verify Trade Contract final accounts prior to their agreement by the Construction Manager and theConsultant Team Leader.

Assist, as required by the Construction Manager, in settlement of claims for loss and/or expense by TradeContractors.

Prepare monthly cost and progress reports and submit to the Employer. Arrange meetings at monthlyintervals, and as necessary, with the Employer, the Construction Manager and the Consultant TeamLeader to discuss the monthly cost and progress reports and deviations from the Project Cost Plan.Prepare and circulate minutes of each meeting.

4??1

4??2

4??3

4??4

4??5

4??6

4??7

4??8

4??9



Appendix A – Table of Destinations

Part 1: Construction Management Appointment

C/CMA 2002 numbering CM/A 2008 numbering

Recitals

First First

Second deleted

Third Second

Fourth Third

Articles

Article 1 Article 1

Article 2 Article 2

Article 3 Article 3

Article 4 Article 4

Article 5 Article 5

Conditions(Clauses)

1?1 1?2

1?2 1?3

1?3 1?1

1?4 3?1

1?5 2?13

1?6 2?14

1?7 2?15

1?8 2?16

1?9 2?17

1?10 6?3?3

1?11 1?7

1?12 1?6

1?13 1?9

2?1 2?1

2?2 2?3




2?3 2?4

2?4 2?6

2?5(a) 2?7

2?5(b) 6?12

2?6 2?8

2?7 2?9?1

2?8 3?5

2?9 3?5

2?10 3?5

2?11 3?6

2?12 2?2?1

2?13 2?2?2

3?1 First Recital

3?2 2?10

3?3 2?9?2

3?4 3?1

3?5 2?11

3?6 3?3

3?7 3?2

3?8 2?12

3?9 3?5

3?10 3?6

3?11 deleted

4?1 7?1

4?2 3?4

5?1 4?1

5?2 4?1

5?3 4?2?1

5?4 4?2?2

5?5?1 to 5?5?3 4?3?1 to 4?3?4




5?5?4 4?4

5?5?5 4?3?5

5?6 4?5

5?7?1 to 5?7?3 4?6?1 to 4?6?4

5?7?4 4?6?5

5?8 5?1

5?9 5?2

5?10 4?7?1

5?11 4?7?1

6 Section 6 and Schedule 2

7?1 8?2

7?2 8?4

7?3 8?4

7?4 8?5?1

7?5 8?5?2

7?6 8?6?1

7?7 8?6?2

7?8 8?3

8?1 1?10

8?2 Article 7

8?3?1 Article 6

8?3?2 9?5

Schedules

First Schedule First Recital and Contract Particulars

Second Schedule Schedule 2 and Section 6

Third Schedule Schedule 1

Fourth Schedule Schedule 5 and Annex A to Guide

Fifth Schedule Contract Particulars

Sixth Schedule Schedule 6 and Annex B to Guide

Seventh Schedule Contract Particulars

Eighth Schedule Schedule 4




Ninth Schedule Schedule 7 and Annex C to Guide

Tenth Schedule 9?2

Eleventh Schedule 9?3 to 9?9

Appendix(Entries)

Contract Particulars

1?3 1?1

1?3 Part 3

1?3 1?1

2?2 1?1

2?5(b) 6?12

2?7 2?9?1

3?6?3 deleted

5?3 4?2

8?2 Article 6

Second Schedule, paragraph 1?1 6?6 and Schedule 2, paragraph 2

Second Schedule, paragraph 17?2 6?6?1?2

Third Schedule, section 2 4?1 and Schedule 1, paragraph 1?2

Seventh Schedule, Part 1 4?2?1?1

Tenth Schedule, Adjudication: clause A?2 9?2?1

Eleventh Schedule, Arbitration: clause B?1?1 9?4?1



Part 2: Construction Management Trade Contract

TC/C 2002 numbering CM/TC 2008 numbering

Recitals

First First and Second

Second Third

Third deleted

Fourth Fourth

Fifth Fifth

Sixth Sixth

Seventh deleted

Eighth deleted

Articles

Article 1 Article 1

Article 2?1 Article 2A

Article 2?2 Article 2B

Article 3 Article 4

Article 4 Article 3

Article 5 Article 6

Article 6 Article 7

Article 7A Article 8

Article 7B Article 9

Conditions(Clauses)

1?1 1?2

1?2 1?3

1?3 1?1

1?4 3?1?3

1?5 3?1?1 and 3?1?2

1?6 3?1?4

1?7 4?18

1?8 (except 1?8?1) 7?2

1?8?1 7C and 7D

1?9?1 2?1




1?9?2 2?18?1

1?10 (except 1?10?2 and 1?10?3) 2?12

1?10?2 2?13?1

1?10?3 4?1?1 and 4?2?1

1?11 1?3

1?12 2?14

1?13 deleted

1?14 2?14

1?15 2?7?1

1?16 2?7?2

1?17 2?8?1

1?18 2?11

1?19 2?7?3

1?20 deleted

1?21 2?7?4

1?22 2?39

1?23 2?23

1?24 2?24

1?25 3?24?1

1?26 3?24?2

1?27 3?23

1?28 1?7

1?29 1?5

1?30 1?11

1?31 1?8

1?32 1?6

2?1?1 2?4

2?1?2 deleted

2?1?3 2?5

2?1?4 2?6




2?1?5 3?13

2?2 to 2?4 2?26 and 2?27

2?5 2?28

2?6 2?29

2?7 2?30

2?8 to 2?10 Schedule 2 (Part 1)

2?11 2?32?1

2?12 2?32?2

2?13 2?31?1 and 2?31?2

2?14 2?31?3

2?15 3?25?1

2?16 2?36 (except 2?36?1?2)

2?17 2?36?1?2

2?18 2?37

2?19 2?38

2?20 deleted

2?21 2?33

2?22?1 2?34

2?22?2 2?35

3?1 3?3

3?2?1 3?8 Introduction and 3?8?1

3?2?2 3?9

3?2?3 2?10

3?2?4 2?11

3?3 3?11

3?4 3?10

3?5 deleted

3?6 2?9

3?7 3?2

3?8 (except 3?8?3 and 3?8?5) 2?3




3?8?3 2?1

3?8?5 deleted

3?9 3?15

3?10 3?16

3?11 3?17

3?12 3?19

3?13?1 2?21

3?13?2 2?22

3?14 3?20?1 and 3?20?2

3?15 3?20?3

3?16?1 7?1

3?16?2 3?6?1

3?17 3?7

3?18?1 3?21?1

3?18?2 3?21?2

3?19 5?1

3?20 (except 3?20?3) 3?12

3?20?3 5?3?1 and 5?3?2

3?21 3?14

3A (except 3A?8) Schedule 2 (Part 2)

3A?8 5?3?3

4?1 4?5

4?2 4?1?2

4?3 4?2?2

4?4?1 5?2?1

4?4?2 deleted

4?5 5?6 and 5?7

4?6?1 5?6?1

4?6?2 5?6?2

4?6?3 5?8




4?6?4 5?9

4?6?5 5?11

4?6?6 deleted

4?6?7 5?12?1

4?6 hanging paragraph 5?12?2

4?7 5?2?2

4?8 5?7

4?9?1 5?7

4?9?2 5?8

4?9?3 5?9

4?9?4 5?11

4?9?5 deleted

4?9?6 5?12?1

4?9 hanging paragraph 5?12?2

4?10 5?4

4?11?1 4?10?1

4?11?2 4?10?2, 4?10?3, 4?12?1 and 4?12?6

4?11?3 4?12?2

4?11?4 4?12?3

4?11?5 and hanging paragraph 4?12?4 and 4?12?5

4?11?6 4?13

4?11?7 4?9

4?12 4?11 and 4?15 Introduction

4?13 4?15 (except Introduction)

4?14 4?16

4?15 4?19

4?15A 4?18

4?16 4?17

4?17?1 and 4?17?2 4?6

4?17?3 4?3




4?18?1 and 4?18?2 4?6

4?18?3 4?4

4?19 (except 4?19?8) 4?14

4?19?8 3?25

4?20?1 to 4?20?4 1?9

4?20?5 1?10

4?21 4?22

4?22 4?23

4?23 deleted

4?24 4?5

4?25 4?24

5?1 2?1

5?2 2?16?1

5?3 2?16?2

5?4 2?17

5?5 2?16?3

5?6 2?16?1

5?7 2?16?2?1

5?8 2?20

5?9 3?6?3

5?10 4?7

5?11 3?22

5?12 (except 5?12?2) deleted

5?12?2 4?8

6?1 6?1

6?2 6?2

6?3 6?3

6?4 6?4?1

6?5 6?4?2

6?6 6?4?3




6?7 6?5

6?8 6?7

6?9 6?8

6A?1 to 6A?3 6?6 and Schedule 3

6A?4 6?9

6B?1 to 6B?4 6?6 and Schedule 3

6B?5 6?9

6FC 6?12 to 6?15

7?1 to 7?18 8?1 to 8?12

7?19 8?13?1

7?20 8?13?2

8?1 to 8?3 deleted

9A 9?2

9B 9?3 to 9?8

9C Article 9

10A/10B/10C 4?20 and Schedule 7

11?1 to 11?17 deleted

Code of Practice Schedule 4

Schedules

Schedule A Schedule 6 (Part 3)

Schedule B 7C and 7D

Schedule C 7?2

Schedule D 7?2

Appendix

(Entries)Trade Contract Particulars

Fourth Recital and 5?12?2 Fourth Recital and clause 4?8

1?3 1?1

1?3 1?1

1?10 2?12?1

1?31 1?8

2?1?1 Part 3

2?1?2 deleted




2?1?3 Part 3

2?5 deleted

2?11 and 2?12 2?32?2

2?16 2?36

2?16 4?18

3?14 3?20?1 and 3?20?2

4?11?1 4?10?1 (1st and 2nd entry)

4?11?1 4?10?1 (Stage payments)

4?11?7 4?9 (Advance payment)

4?11?7 and 4?14 4?9 (Advance Payment Bond)

4?13?1 See Fifth Recital

4?14?1 4?16?4

4?14?2 4?16?5

4?15 and 4?16 4?19?1

4?15A 4?18

4?15A?2 4?18

5?12?2 Fourth Recital and clause 4?8

6?4?2 6?4?1?2

6FC?1 6?12

6FC?3 6?15

7?9?2 8?9?2

7?13?1?1 to ?1?3 8?11?1?1 to 8?11?1?5

7?13?1?4 to ?6 8?11?1?1 to 8?11?1?5

Articles 7A and 7B and Clause 9B or 9C Article 8

9A?2 9?2?1

9B?1 9?4?1

10 4?20 and Schedule 7

11?1?1 deleted

Annexes

Annex 1 deleted – see Trade Contract Particulars (item 1?8)

Annex 2 Schedule 6 (Part 1)




Annex 3 Schedule 6 (Part 2)

Annex 4 Trade Contract Particulars (Part 4)



Appendix B – Related Publications

The following documents have been issued by the JCT as part of its 2005 suite and can be used with theConstruction Management documentation 2008, where required:

. Short Form of Sub-Contract (ShortSub)

. Sub-subcontract (SubSub)

. Partnering Charter (Non-binding)

. Framework Agreement (FA) andFramework Agreement Guide (FA/G)

. Adjudication Agreement (Adj) andAdjudication Agreement (Named Adjudicator) (Adj/N)

. JCT 2005 edition of the Construction Industry Model Arbitration Rules (CIMAR)


Construction ManagementGGuuiiddee

CM/GG

Construction Management

Construction M

anagement

Guide

MembersBritish Property Federation LimitedConstruction ConfederationLocal Government AssociationNational Specialist Contractors Council LimitedRoyal Institute of British ArchitectsThe Royal Institution of Chartered SurveyorsScottish Building Contract Committee Limited

All parties must rely exclusively upon their own skill and judgment or upon those of their advisers when using this document and neither Sweet & Maxwell, Thomson Reuters(Legal) Limited nor its associated companies assume any liability to any user or any thirdparty in connection with such use.

2008

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