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Michael Dunn FRICS FCIArb LLB LLMT: 02079 976 520 and 01274 693 622E: [email protected]
Delivering Professional Solutions to the Property Industry
JCT Standard Building Contract 2011 - SBC/Q
Current documents
Standard Building Contract With Quantities (SBC/Q)
Standard Building Contract Without Quantities (SBC/XQ)
Standard Building Contract With Approximate Quantities (SBC/AQ)
other relevant documents
Public Sector Supplement
Named Specialist Update
Sub contracts
Collateral warranties
SBC 2011
2
Appropriate
for
larger
works
designed
and/or
detailed
by
or
on
behalf
of
the
Employer, where detailed contract provisions are necessary and the Employer is
to provide the Contractor with drawings and
with bills of quantities to define the quantity and quality of work (SBC/Q)
with approximate bills of quantities to define the
quality
and
quantity
of
work
which
are
to
be
subject
to
re‐measurement
as
there
is
insufficient
time/information
to
prepare
the
detailed
drawings
necessary
for
accurate
bills
of quantities (SBC/AQ)
with
either
a
specification
or
work
schedules
to
define
adequately the
scope
and
quality
of
work
and
where
the
degree
of
complexity
is
not
such
to
require
bills of quantities (SBC/XQ)
SBC 2011
3
Appropriate
where a A/CA and Quantity Surveyor are to administer the conditions
Can be used
where the Contractor is to design discrete parts of the Works (CDP)
where the works are to be carried out in sections
private and local authority employers
SBC 2011
4
Generally
Recitals
) Project specific
Articles
) details at front
Contract Particulars
) of document
Attestation Provisions
)
Conditions
Schedules
SBC/Q ‐
Structure
5
Conditions / SchedulesSection 1
Definitions and InterpretationSection 2
Carrying out the WorksSection 3
Control of the WorksSection 4
PaymentSection 5
VariationsSection 6
Injury Damage and InsuranceSection 7
Assignment, Third Party Rights & Collateral WarrantiesSection 8
TerminationSection 9
Settlement of DisputesSchedules
1
Contractor’s Design Submission Procedure
2
Variation and Acceleration Quotation Procedure
3
Insurance Options
4
Code of Practice
5 Third Party Rights
6 Forms of Bonds
7
Fluctuations Options
8
Supplemental Provisions
SBC/Q 2011 ‐
Structure
6
Recitals
description of the Works (Recital 1)
identifies the priced Bills (Contract Bills) (Recital 2)
priced Activity Schedule
identifies the Contract Drawings (Recital 3)
CIS ( Recital 4)
Information Release Schedule (Recital 5) ‐
Employer
Sections (Recital 6)
Framework Agreement (Recital 7)
Supplemental Provisions (Recital 8)
Contractor’s Designed Portion (Recitals 9 to 12)
SBC/Q 2011 ‐
Structure
7
Articles
Contractor’s obligation (Article 1)
Contract Sum (Article 2)
Architect / Contract Administrator (Article 3)
Quantity Surveyor (Article 4)
CDM Co‐ordinator (Article 5)
Principal Contractor (Article 6)
Adjudication (Article 7)
Arbitration or
legal proceedings (Articles 8 & 9)
Employer’s representative (3.3) and clerk of works (3.4)
SBC/Q 2011 ‐
Structure
8
Contract Particulars ‐
Parts 1 & 2
Part 1: General
e.g.
Section descriptions (6th
Recital)
Supplemental Provisions (8th
Recital)
Date(s) for Completion (1.1.)
liquidated damages (2.32.2)
Rectification Period ‐
default 6 months (2.38)
frequency of interim payments i.e. due dates (4.9.2)
insurance provision (6.7)
SBC/Q 2011 ‐
Structure
9
SBC/Q 2011 ‐
Structure
Part 2: Third Party Rights & Collateral Warranties (7A to 7E)
Third Party Rights or Collateral Warranties? (Schedule 5 or warranties)
from Contractor
in favour of
purchaser & tenant
funder
collateral warranties from sub‐contractors
in favour of
employer
purchaser & tenant
funder
10
SBC/Q 2011 ‐
Third Party Rights / Warranties
11
Employer
Consultant
Main Contractor
Sub-contractor
Funder
Purchaser
Tenant
Solid lines = a principal contractDashed lines = a warranty/3rd pty rights
SBC/Q 2011 ‐
General
Section 1 Definitions and Interpretation
Definitions (1.1) ‐
capitalised
words or terms
Interpretation (1.2 to 1.11) e.g.
priority of Conditions (1.3)
reckoning of periods (1.5) ‐
calendar days!
Contract (Rights of Third Parties) Act 1999 (1.6)
Notices and other communications (1.7)
issuing of A/CA Certificates (1.8)
effect of Final Certificate (1.9)
effect of other Certificates (1.10)
12
SBC/Q 2011 ‐
Documents
Contract Documents
Definitions (1.1)
Contract Drawings
Contract Bills ‐
no mention of ‘specification’!
Conditions
Employer’s Requirements
) Contractor’s
identified in
Contractor’s Proposals
) Designed
Contract Particulars
CDP Analysis
) Portion
Part 1
13
SBC/Q 2011 ‐
Documents
Discrepancies etc.
notification of discrepancies etc. in/between
Bills, Drawings, etc. (2.15)
obligation on Contractor
Contract Bills prepared to SMM (2.13 &14)
departures treated as a Variation (2.14 .3)
quality/quantity of work included within Contract Sum (4.1)
inadequacy of design in ER (2.14.2)
treated as a Variation unless addressed in CP
14
SBC/Q 2011 ‐
Quality
Contractor’s principal obligation (2.1 and Article 1)
carry out and complete the Works in accordance with the Contract
Documents etc.
schedules etc. issued by A/CA (2.9.1.1)
Information Release Schedule (2.11)
further drawings or details issued by A/CA (2.12.1)
Contractor’s Designed Portion (2.2)
complete design/select specification not stated in ER or CP
integration of CDP with other design ‐
with A/CA
15
SBC/Q 2011 ‐
Quality
Workmanship & materials (2.3 see also 4.1)
as described in the Contract Bills
to the satisfaction of the A/CA
Employer’s Requirements / Contractor’s Proposals
standard appropriate to the Works
Contractor to provide A/CA with reasonable proof that materials/goods
comply with Contract Documents
Contractor’s responsibility (3.6)
16
SBC/Q 2011 ‐
CDP
CDP identified at 9th
Recital
Contractor’s liability (2.19)
reasonable skill and care
not liable for any design included within Employer’s Requirements (2.13.2)
PI insurance (6.12 & 13)
as built drawings (2.40)
for CDP elements only
license to use Contractor’s Design Documents (2.41)
subject to all monies due being paid
17
SBC/Q 2011 ‐
CDP
Contractor’s Design Submission Procedure i.e. Design Documents
2.9.5 and Schedule 1
2 copies in format set out in ER
A/CA respond within
14 days
categories A/B/C
18
SBC/Q 2011 ‐
Sub Contracts
Consent
to sub contract (3.7)
work / design
Listing
in Contract Bills (3.8)
list minimum of 3
domestic sub‐contractor
specialist naming supplement
JCT Standard Sub‐Contract otherwise include (3.9)
unfixed materials
interest on late payment
collateral warranties – 14 days
19
SBC/Q 2011 ‐
Instructions
A/CA’s instructions
instruction in writing (1.7)
other than in writing ( 3.12) e.g. oral
clerk of works directions (3.4)
instructions e.g.
Variations (5.1 & 3.14)
postponement (3.15) / provisional sums (3.16) / remove non compliant
work (3.18)
non compliance with an Instruction (3.11) i.e. 7 day notice
empowering provision (3.13)
20
SBC/Q 2011 ‐
Instructions
A/CA’s Instructions
Contractor to comply with instructions (3.10) save that
reasonable objection to a Variation under 5.1.2
impacts on efficacy of design (CDP element)
Variation Quotation (5.3)
what is a Variation Quotation (5.3 and Schedule 2)
within 7 days Contractor’s notice of insufficient information
21 days provide quotation to QS
open for acceptance – 7 days
acceptance by the Employer / A/CA Confirmation Instruction
Acceleration Quotation (Schedule 2)
21
SBC/Q 2011 ‐
Instructions
Work not in accordance with the Contract (3.18)
remove defective work (3.18.1)
leave and adjust Contract Sum (3.18.2) ‐
Employer consultation !
inspection and tests (3.17)
other work (Schedule 4 Code of Practice)
Rectification Period (2.38) ‐
defects
schedule of defects (2.38.1)
defects prior to expiry (2.38.2)
22
SBC/Q 2011 ‐
Instructions
A/CA Instructions
valuation of Variations (Section 5)
definition of a Variation (Section 5)
agreed between Parties failing which valued by QS (5.2)
the Valuation Rules
Bill rates / prices etc.
CDP
23
SBC/Q 2011 ‐
Payment
SBC/Q 2011 is a lump sum contract
adjustments to the Contract Sum (4.2,4.3, 4.4 & 4.5)
adjustments to be included within interim payments (4.4)
(note: SBC/AQ is not a lump sum contract but a re‐measurement contract)
Payment provisions have to comply with
Housing Grants Construction & Regeneration Act 1996 as amended by
the Local Democracy, Economic Development and Construction Act
2009 ‐
Part 8
24
SBC/Q 2011 ‐
Payment
Payment driven by dates ‐
due dates
interim payments / final payment
invoices?
all reference to payments exclude VAT
Provision for an advance payment (4.8)
Contract Particulars
bond (Schedule 6 Part 1)
local authorities
25
SBC/Q 2011 ‐
Payment
Interim Certificates issued by A/CA (4.10.1) should state
amount due (e.g. Employer to Contractor)
basis of calculation
Interim Certificates issued (4.10.1) within 5 days of the due date
(4.9)
in Contract Particulars up to the month following practical completion
thereafter every 2 months
upon issue of Certificate of Making Good (2.39)
Effect of Interim Certificates (1.10)
26
SBC/Q 2011 ‐
Payment
Valuations for Interim Certificates prepared by
Quantity Surveyor (4.10.2)
Make up of interim payment (4.16 and 17)
gross valuation
works completed in accordance with Contract
materials on and off site
less
(4.9.2)
advance payment
Retention
amounts previously certified
amounts paid against Interim Payment Notice / Payless Notice
27
Contractor’s Interim Application (clause 4.11)
may submit – not mandatory
submitted not less than 7 days before the due date
stating sum due and basis of calculation
where
no
or
no ‘valid’
Interim
Certificate
is
issued
by
A/CA
then
Interim
Application becomes an Interim Payment Notice
where
no
Interim
Application
is
submitted
and
no
or
no
‘valid’
Interim
Certificate
is
issued the
Contractor
may
submit
an
Interim
Payment
Notice
submitted to QS
SBC/Q 2011 ‐
Payment
28
Payless notice (clause 4.13)
could be issued by either Employer
or Contractor
(i.e. Final Certificate)
Employer to Contractor
may be given by Employer or Employer’s rep or A/CA or QS
state amount due at date of notice
and basis
of calculation
Contractor to Employer
copy to A/CA
state amount due at date of notice and basis
of calculation
Payless
notice
can
only
be
given
when
either
an
Interim
Certificate
or
Interim/Final Payment Notice has been given
SBC/Q 2011 ‐
Payment
29
Amount paid to Contractor
sum
stated
as
due
in
the
Interim
Certificate ‐
Certificate
issued
even
if
amount is zero (clause 4.12.2)
subject to the issue of a payless notice
where no or no ‘valid’
Interim Certificate is issued the amount stated in
the Interim Payment Notice (clause 4.12.3)
subject to the issue of a payless notice
where
a
payless
notice
is
issued
the
amount
shall
not
be
less
than
that
stated in that notice. (clause 4.12.5)
SBC/Q 2011 ‐
Payment
30
SBC/Q 2011 ‐
Payment
Retention (4.18 to 20)
default 3% ‐
bond in lieu of retention?
fiduciary interest / separate bank account / investment
reduced by 50% following issue of Practical Completion Certificate
final balance released following issue of Certificate of Making Good
Employer fails to make interim payment
interest (4.12.6)
suspension (4.14)
termination (8.9.1.1)
31
SBC/Q 2011 ‐
Payment
32
5 days 5 days
A/CA issues
Interim Certificate
Employer issues
proposed
payment notice
Employer’s
withholding
notice
Final date for
payment
14 days
5 days 5 days
Due date
identified in
Contract
Particulars
Within the 5 day
period A/CA issues
Interim Certificate
Payless notice Final date for
payment
14 days
2005 Procedure – interim payments
2011 Procedure – interim payments
SBC/Q 2011 ‐
Payment
33
5 days 5 days
Due date
identified in
Contract
Particulars
A/CA to issue
Interim
Certificate
within the 5
days
Payless notice
issued by •Employer •Employer’s R•A/CA•QS
Final date for
payment
14 days
Contractor may
issue an
Interim Payment
Notice
2011 Procedure – interim payments
xplusx
Important if no proper interim
certificate given
Contractor
may submit an
interim
application –
not less than 7
days before
due date
Amount due?
SBC/Q 2011 ‐
Payment
Final adjustment (4.5)
6 month period following practical completion for Contractor to submit
documents
after which 3 months for preparation of
loss and/or expense statement
schedule of adjustments to Contract Sum
issued by A/CA
34
SBC/Q 2011 ‐
Final Certificate
Final Certificate (4.15)
issued no later than 2 months from the later of
end of the Rectification Period
issue of Certificate of Making Good
issue of loss and/or expense statement / schedule of adjustments
to the
Contract Sum
35
SBC/Q 2011 ‐
Final Certificate
Final Certificate should state (4.15)
adjusted Contract Sum
amount previously certified
difference owed to either the Contractor or Employer i.e. the amount
due
the basis of the calculation
Conclusiveness of Final Certificate (1.9)
Final date for payment – 28 days (4.15)
36
SBC/Q 2011 ‐
Payment
37
5 days
Issue FC no later than 2mths after later of•end of RP.•issue of CMG•issue of ‘final account’due date is date of issue or expiry of 2 months
Payless notice from
Employer or
Contractor
Final date for payment
28 daysplus ‘X’
Final payment
If no FC issued
Contractor may issue a
‘Final Payment Notice’
‘x’ days
SBC/Q 2011 ‐
Time
‘Start’
and completion
Contract Particulars (1.1 & 2.4)
Possession and progress (2.4 & 2.5)
Contractor takes possession
until practical completion
Contractor to proceed regularly and diligently
deferred possession by Employer
– for up to 6 weeks (2.5)
Completion in Sections
Recital 6
Contract Particulars ‐
insert details for Sections
clauses drafted as ‘…the Works or of any Section…’ e.g. 2.30.
38
SBC/Q 2011 ‐
Time
Employer occupies site or earlier use of Works (2.6)
storage / other use
contractor’s consent
insurer aware and adjustment for premium
Partial Possession (2.33 to 2.37)
consent of the Contractor
A/CA’s statement ‐
not a certificate
deemed practical completion
insurance / Rectification Period / liquidated damages / Retention
39
SBC/Q 2011 ‐
Time
Practical Completion Certificate (2.30)
A/CA’s opinion
what amounts to practical completion?
CDP
‘as built’
drawings (2.40)
CDM Regulations (3.23.4)
Non Completion Certificate (2.31)
what if an eot is subsequently granted?
40
SBC/Q 2011 ‐
Time
Liquidated damages (2.32)
rate in the Contract Particulars (per day / per week or part thereof)
recover as a debt or by deduction from payments
Non Completion Certificate issued
notice that may
withhold
Payless Notice (4.12)
41
SBC/Q 2011 ‐
Time
Adjustment of Completion Date (2.26 to 2.29)
Pre Agreed Adjustment / Relevant Omission
Contractor’s notice ‐
required particulars
A/CA is to
respond within 12 weeks
allocated time to each Relevant Event ! (2.28.3)
review period (12 weeks following practical completion)
Relevant Events ‐
14 nr
sweep‐up provision includes Architect / QS (2.29.7)
Contractor’s programme (2.9.1.2.)
42
SBC/Q 2011 ‐
Loss and/or Expense
Loss and/or expense (4.23 to 4.26)
purpose?
entitlement in principle / quantum
Relevant Matters
5 number
includes any act impediment etc. by Employer includes A/CA and QS
43
SBC/Q 2011 ‐
Insurance of the Works
Insurance of the Works (6.7)
Option A ‐
new works by Contractor
Joint Names (6.8) / All Risks (6.8)
Option B
‐
new works by Employer
Joint Names / All Risks
Option C
‐
Existing Structures and Works
existing structures ‐
Joint Names / Specified Perils (6.8)
new works ‐
Joint Names / All Risks
44
SBC/Q 2011 ‐
Dispute Resolution
Supplemental Provisions –
negotiation by senior executives (paragraph 6)
Reference to mediation (9.1)
Adjudication (9.2)
Legal Proceedings now default (Article 9)
Contract Particulars
Arbitration (Article 8 & 9.3 to 9.8)
45
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