Sbc 2011

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

mailto:[email protected]

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


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)


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


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


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)


Arbitration (Article 8 & 9.3 to 9.8)

45

Delivering Professional Solutions to the Property Industry

QuestionsQuestions

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