Bul 2016 STANDARD BUILDING CONTRACTing Contract With Quantities (SBC/Q) Appropriate: ++ for larger works designed andior 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 ofthe work; and ‘where an ArchitectContract Administrator and Quantity Surveyor are to administer the conditions. Can be used: where the Contractor is to design discrete part(s) of the works (Contractor's Designed Portion); ‘where the works are to be carried out in sections; ‘+ by both private and local authority employers; + where provisions are required to cover named specialists. Published October 2016 by Thomson Reuters (Professional) UK Limited, trading as Sweet & Maxwell, Friars House, 160 Blackfriars Road, London SE1 8EZ (Registered in England and Wales, Company No 1679046. Registered Otfice and address for service: 2nd floor, 1 Mark Square, Leonard Street, London EC2A 4EG), For details of 2016 Edition changes, see the Standard Building Contract Guide (SBCIG) and the Tracked Change Document, All rights reserved. No part ofthis publication may be reproducad, stored in a retrieval system, or transmitted, in any form ‘orby any means. electronic, mechanical. photocopying, racordng or atherwise, nxcapt in acnomanne with the provisions ‘of the Copyright, Designs and Patents Act 1988, without the por written permission of the publisher. Thomson Reuters and the Thomson Reuters Logo are trademarks of Thomson Reuters. Sweet & Maxwell ® is a registered trademark of ‘Thomson Reuters (Professional) UK Limited © The Joint Contracts Tribunal Limited 2016 ue jtltd.c0.ukContents ‘Agreement Paget Recitals 2 Asticles 4 1 Contractor's cbigaions 2 Contract Sum 3 ‘ArchitectiContract Administrator 4 Quantity Surveyor 5 Principal Designor 8 Principal Contractor 7 ‘Adjudication a ‘citation 9 Legal proceedings Contract Particulars 7 ‘Attestation 18 Conditions 25 Section Definitions and Interpretation 25 4 Definitions Interpretation 12 Reference to clauses etc. 13 Agreoment etc. to be read as a whole 14 Headings, references to persons, legislation et. 15 Reckoning periods of days, 16 Contracts (Rights of Third Parties) Act 1909 17 Notices and other cornmunications 18 Issue of ArchitectContract Administrator's coriicates 19 Effect of Final Certificate 110 Effect of certificates otter than Final Cerificate 1.11 Consents and approvals 112 | Applicable law Section2 Carrying out the Works 38 Contractor's Obligations 2a General obligations 22 Contactors Designed Portion 23 Materials, goods and workmanship Possession 24 Date of Possession - progress 25 Determent of possession 26 Early use by Employer 27 \Work not foring part of the Contract © The Joint Contracts Tribunal Limited 2016 243 214 215 216 217 218 2.19) 220 221 2.23 224 225 2.28 227 228 229 2.30 231 232 2.33 235 238 237 ‘Supply of Documents, Setting Out etc. Contract Documents Construction information and Contractor's master programme Levels and setting out of the Works Information Release Schedule Further drawings, details and instructions Errors, Discrepancies and Divergences Preparation of Contract Bills and Employer's Requirements, Contract Bills and CDP-related documents — crrors and inadequacy Notice of discrepancies etc. Discrepancies in CDP-related documents Divergences from Statutory Requirements Emergency compliance with Statutory Requirements CDP Design Work Design liabilities and limitation Errors and failures ~ other consequences Fees, Royalties and Patent Rights Fees or charges legally demandable Patent rights and royalties ~ Contractor's indemnity Patent rights — Instructions Unfixed Materials and Goods ~ property, risk etc, Materials and goods - on site Materials and goods - off site ‘Adjustment of Completion Date Rotated definitions and interpretation Notice by Contractor of delay to progress Fixing Completion Dato Relevant Events Practical Completion, Lateness and Liquidated Damages Practical completion and certificates Non-Completion Certificates Payment or allowance of liquidated damages Partial Possession by Employer Contractor's consent Practical completion date Defects atc. ~ Relevant Part Insurance ~ Relevant Part Liquidated damages - Relevant Part $BC/Q2016 Page!Defects 238 ‘Schedules of defects and instructions 239 Certificate of Making Good Contractor's Design Documents 2.40 ‘As-built Drawings 2a1 Copyright and use Section 3 Control of the Works. 45 Access and Representatives 34 Access for Architect/Contract Administrator 32 Site Manager 33 Employer's representative 34 Clerk of works 35 Replacement of Architect/Contract ‘Administrator or Quantity Surveyor 36 Contractor's responsibilty ‘Sub-Contracting 37 Consent to sub-contracting 38 List in Contract Bills 39 Conditions of sub-contracting Architect/Contract Administrator's Instructions 3.40 Compliance with instructions 341 Non-compliance with instructions 3.12 Instructions other than in writing 313 Provisions empowering instructions 314 Instructions requiring Variations 3.15 Postponement of work 3.16 Instructions on Provisional Sums 317 Inspection — tests 318 Work notin accordance with the Contract 3.19 Workmanship not in accordance with the Contract 3.20 Executed work 321 Exclusion of persons from the Works 3.22 Antiquities 3.23 CDM Regulations Section 4 Payment 51 Contract Sum and Adjustments 4d Work included in Contract Sum 42 ‘Adjustment only under the Conditions 43 Items included in adjustments 44 ‘Taking adjustments into account Taxes 45 vaT 48 Construction Industry Scheme (CIS) Payments, Certificates and Notices ~ general provisions 47 Advance payment 43 Interim payments — due dates 49 Interim Certficates and valuations Page ii $8C/Q2016 440 4m 492 443 4g 45 4.18 4at 478 493 4 42 4D 4B 424 425 425 Section 5 5A 52, 53 54 55 Section 6 64 62 63 64 85 66 Contractor's Payment Applications and Payment Notices Interim and final payments — final date and ‘emount Pay Less Notices and other general provisions Contractors right of suspension Interim Payments — calculation of sums due Gross Valuation ‘Sums due as interim payments Listed Items Retention Rules on treatment of Retention Retention Bond Retention ~ amounts and periods Loss and Expense Mattors materially affecting regular progress Notification and ascertainment Rojevant Matters ‘Amounts ascertained — addition to Contract Sum Reservation of Contractors rights and remedies Final Adjustment and Final Payment Final adjustment Final Certificate and final payment Variations 60 General Definition of Variations ‘Valuation of Variations and provisional sum work Variation Quotation Contractor’ right to be present at measurement Giving effect to Valuations, agreements etc. ‘The Valuation Rules Measurable Work Daywork ‘Contractor's Designed Portion - Valuation ‘Change of conditions for other work ‘Additional provisions Injury, Damage and Insurance 64 Personal Injury and Property Damage Contractors liability — personal injury or death Contractors liability — loss, injury or damage to property Loss or damage to Existing Structures or their contents Insurance against Personal Injury and Property Damage Contractor's insurance of his lablity Contractor's insurance of liabilty of Employer Excepled Risks (© The Joint Contracts TibunalInsurance of the Works and Existing Structures. 67 Insurance Options and period 68 Related definitions 69 ‘Sub-contractors - Specified Perils cover under Works Insurance Policies 6.10 Terrorism Cover — policy extensions and premiums et Terrorism Cover non-availability — Employer's options 12 Evidence of insurance 613 Loss or damage ~ insurance claims and reinstatement e14 Loss or damage to Existing Structures — right of termination COP Professional Indemnity Insurance 6.15 Obligation to insure ee Increased cost and norvavailabilty Joint Fire Code ~ compliance ea7 ‘Application of clauses 18 ‘Compliance with Joint Fire Code 6.19 Breach of Joint Fire Code ~ Remedial Measures 620 Joint Fire Code - amendments/revisions Section 7 Assignment, Performance Bonds and Guarantees, Third Party Rights and Collateral Warranties 72 Assignment 7 General 72 Rights of enforcement 73 Performance Bonds and Guarantees Clauses 7A to 7E = Preliminary 74 Rights Particulars 75 Notices 78 Execution of Collateral Warranties ‘Third Party Rights from Contractor 7A Rights for Purchasers and Tenants 7B Rights for a Funder Collateral Warranties from Contractor 7 Contractor's Warranties ~ Purchasers and Tenants 7D Contractor's Warranty — Funder 7e ‘Third Party Rights and Collateral Warranties from Sub-Contractors Section 8 Termination 7 General at Meaning of insolvency a2 Notices under section 8 a3 Other rights, reinstatement © The Joint Contracts Tribunal Limited 2016 Termination by Employer 84 Detault by Contractor 85 Insolvency of Contractor 88 Corruption and regulaton 73(1)(b) ofthe PC Rogulatons 87 Consequences of termination under clauses 8.4 1086 88 Employer's dovision not to complate the Works Termination by Contractor 89 Default by Employer 8.10 Insolvency of Employer 8.11 Termination by either Party and regulations 73(1}(a) and 73(1)(c) ofthe PC Regulations 8.12 Consequences of Termination under clauses 8.910 8.11,etc. Section 9. Settlement of Disputes 81 aa Mediation 92 ‘Adjudication Arbitration 93 Conduct of arbitration 94 Notice of reference to arbitration 95 Powers of Arbitrator 96 Effect of award 97 ‘Appeal — questions of law 98 ‘Aitation Act 1986 ‘Schedules ‘Schedule 1 Design Submission Procedure 83 ‘Schedule 2 Variation and Acceleration Quotation Procedures 85 ‘Schedule 3 insurance Options 87 Insurance Option A (New Buildings ~ All Risks Insurance of the Works by the Contractor) Insurance Option 8 (New Buildings ~ All Risks Insurance of the Works by the Employer) Insurance Option © (Joint Names Insurance by the Employer of Existing Structures and Works in or Extensions tothem) Schedule 4 Code of Practice 90 Schedule 5 Third Party Rights 97 Part 1: Third Party Rights for Purchasers and Tenants Part 2; Third Party Rights for a Funder Schedule 6 Forms of Bonds 96 Part 1: Advance Payment Bond Part 2: Bond in respect of payment for off-site materials andlor goods. ‘SBC/Q 2016 Page ilPart: Retention Bond Schedule 7 JCT Fluctuations Option A 105 (Contribution, levy and tax fluctuations) Schedule 8 Supplemental Provisions 109 Page iv SBC/Q.2016 © The Joint Contracts TribunalAgreement This Agreement is made tho 20 Between The Employer (Company No. ” offwhose registered office is at And The Contractor (Company No. " offwhose registered office is at [1] Where the Employer or Contractors neither a company incorporated under the Companies Acts nor a company registered under the laws of another country, delete the references to Compary number and registered office, In the case of a company incorporated Cuiside England and Wales, particulars of its place of nco’poration should be inserted immediately before ts Company number. ‘Ast execution by foreign companios and matter of ursdlction, see the Standard Bulding Contract Guid. © The Joint Contracts Tribunal Limited 2016 SBCIQ2016 PageFirst Fourth Fifth Recitals Whereas the Employer wishes to have the folowing work carted out tthe Wort) ‘and has had drawings and bil of quantiles prepared which show and describe the work to be done; the Contractor has supplied the Employer with a fully priced Copy ofthe bills of quantities, which {or identification has been signed or inililled by or on behalf of each Party (the Contract Bil’) land has provided the Employer withthe priced schedule of activities annexed to this Contract, (the Activity Schedule’), the drawings are numberedilcted in annexed to this Contract ihe Contraat Drawings) and have for ldantfication been signed or initalled by or on behalf of ‘each Party; {or the purposes of the Construction Industry Scheme (CIS) under the Finance Act 2004, the status of the Employer is, as atthe Base Date, that stated in the Contract Particulars, the Employer has provided the Contractor with a schedule (the Information Release Schedule’) Which states the information the Arcritec/Contract Administrator will release and the time of that release; the division of the Works into Sections is shown in the Contract Bills and/or the Contract Drawings ‘or in such other documents as are identified in the Contract Particulars; 2 m 4 ro) 9 State nature and location of intended works. Delete these lines if a priced Activiy Schedula is not provided In te AczNty Schedule, each activity should be priced, so thatthe sum of those prices equals the Contract Sum excluding Provisional ‘Sums and the vale of work for which Approximate Quanties are included in the Contract Bils. Slate the identifying numbers of the Contract Drawings or dently the schedule of drawings or other document listing them, which Should be annexed to this Contract, and make the appropriate daltons. The drawings themselves should be signed or inialed by or con behalf of each Party. Delete the Fit Rectal an information Release Schedule is no: provided Delete the Sixth Recital # the Works are not divided ito Sections. Page2 S8C/Q2016 (© The Joint Contracts THbunal Limited 2016‘Seventh whore so stated in the Contract Particulars, this Contract is supplemented by the Framework Agreement identified in those particulars; Eighth whether any of Supplemental Provisions 1 to 6 and 9 apply is stated in the Contract Particulars; The Ninth to Twellth Recitals epply only where there is a Contractor's Designed Portion Ninth the Works include the design and construction of {the Contractor's Designed Portion’); live Employes as supplied tw the Contractor documents showing and deseribing or otherwise stating his requirements for the design and construction of the Contractor's Designed Portion (the Employer's Requirements); Eleventh in response to the Employer's Requirements the Contractor has supplied to the Employer: ‘© documents showing and describing the Contractor's proposals for the design and ‘construction of the Contractor's Designed Portion (the Contractor's Proposals’); and ‘+ an analysis of the portion af the Contract Sum relating to the Contractor's Designed Portion (the CDP Analysis’ Twelfth the Employer has examined the Contractor's Proposals ang subject tothe Conditions. is satisfied that they appear to meet the Employer's Requirements." The Employers Requirements, the Contractor's Proposals and the CDP Analysis have each for identification been signed or intialled by or on behalf of each Party end particulars of each are given in the Contract Particulars; M71 State nature of werk in the Contractor's Designed Portin, or delete these four Recitals if not applicable. If the space here fs Insufficient a separate lst should be prepared, signed or iiialld by or on behalf of each Party and identiied here, either as a ‘spectied Annex to this Contractor by its rfarance number, dae or other identifi. [8] Where the Employer has accepted a divergence from his requirements in the proposals submited by the Contractor, te dwergence should bo removed by amending the Employer's Requirements before the Contracts executed. © The Joint Contracts Tribunal Limited 2016 SBCIQ2016 Page 3Articles Now it is hereby agreed as follows Article 1: Contractor's obligations ‘The Contractor shall cary out and complete the Works in accordance with the Contract Documents. Article 2: Contract Sum ‘The Employer shall pay the Contractor a the mes and in the manner specified i VAT-exclusive sum of the Conditions the 9 (the Contract Sum) ‘or such other sum as beoomes payable under this Contract, Article 3: ArchitecContract Administrator For the purposes of this Contract the Architect/Contract Administrator is or, if he ceases to be the Architect\Contract Administrator, such other person as the Employer nominates in accordance with clause 35 of the Conditions. Article 4: Quantity Surveyor For the purposes of this Contract the Quantity Surveyor™ is of, if he ceases to be the Quantity Surveyor, such other person as the Employer nominates in accordance with clause 3.5 of the Concitions. 19] Ifthe ArchitectContract Administrator isto exercise the Quantity Surveyors functions under the Conditions, Ns name should be inserted mn Atel 4 Page 4 S8C/Q2016 © The Joint Contracts Tribunal Limited 2016Article 5: Principal Designer The Principal Designer for the purposes of the CDM Regulations is the ArchitectContract, ‘Administrator (oof of or such replacement as the Employer at any time appoints to fulfl that role. Article 6: Principal Contractor ‘The Principal Contractor for the purposes of the CDM Regulations is the Contractor (on™ of ‘such replacement as the Employer at any time appoints to fulfil that role. Article 7: Adjudication If any dispute or difference arises under this Contract, either Party may refer it to adjudication in accordance with clause 9.2.4" Article 8: Arbitration Where Article 8 applies", then, subject to Article 7 and the exceptions set out below, any dispute or difference between the Parties cf any kind whatsoever arising out of or in connection with this Contract shall be referred to arbiration in accordance with clauses 9.3 to 9.8 and the JCT 2016 edition of the Construction Industry Model Arbitration Rules (CIMAR). The exceptions to this Article 8 are: ‘= any disputes or differences arising under or in respect of the Construction Industry Scheme or VAT, to the extent that legislation provides another method of resolving such disputes or differences; and 10] incor the name of the Principal Designer in Article 5 If the ArchitclContract Administrator Is not to full that role and that of the Principal Contractor in Artic 6 if that i 1 be a person other than the Contractor. Under the CDM Regulations 2015, regardless of whether oF not project is notable, there is 2 requirement to appoint a principal esigner and a principal contacto" in al cases where thers is more than one contractor, or if itis reasonably foreseeable that more than one contractor wil be working on a project at any tme. For these purposes, the term ‘contractor is broadly defined by the regulations and teats the Contractor's sub-contractors as separate contractors [11] sto adjudication in cases where the Employer isa residantial occupier wihin the meaning of section 106 of the Housing Grants, Construction and Regoneration Act 1996, see the Standard Bulding Contract Guid. [12] Iftis intended, subject othe right of adjudication and exceptions stated in Article 8, that disputes or dtferences should be determined by arbitration and not by legal proceedings, the Contract Particulars must stale that Article 8 and clauses 8.3 to 8.8 apply and the ‘words “do not apply” must be deleted. Ifthe Parti wish any dispute or difference to be determined by the courts of another Jurisdiction the appropriate amendment should be made to Ati 8 (see also clause 1.12 and Schedule § Parts 1 and 2) (© The Joint Contracts Tribunal Limited 2016 SBCIQ2016 Page 5