MAJOR WORKS SUBCONTRACT. PROJECT: Barangaroo Stage 1. SITE ADDRESS: Hickson Road, Sydney NSW 2000 PROJECT NO: SUBCONTRACTOR: QBSA LICENCE NO:

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1 MAJOR WORKS SUBCONTRACT PROJECT: Barangaroo Stage 1 SITE ADDRESS: Hickson Road, Sydney NSW 2000 PROJECT NO: SUBCONTRACT NO: INSERT SUBCONTRACTOR: INSERT ABN: INSERT QBSA LICENCE NO: INSERT WORKS: INSERT Page 1 of 54

2 INDEX Formal Instrument of Agreement Subcontract Conditions Appendix SCHEDULES Schedule A: Subcontractor Warranty Schedule B: Supplier Warranty Schedule C: Facilities Schedule D: Design Requirements (Annexure A: Deed of Adherence and Warranty) Schedule E: Information Management Schedule F: Programming Requirements Schedule G: Expert Determination Schedule H: Environment, Health and Safety (EH&S) Requirements Schedule I: Industrial Requirements Schedule J: National Code of Practice Requirements Schedule K: Subcontractor s Statement (NSW) Schedule L: Greenhouse and Energy Reporting Monthly Report Schedule M: Statutory Declaration Schedule N: Deed of Release Schedule O: Deed of Novation ANNEXURES Annexure A: Scope of Work Annexure B: Subcontract Sum Annexure C: Rates Annexure D: Variation Rates Annexure E: Specification Annexure F: Drawings Annexure G: Schedule of Sustainability Requirements; Annexure H: Pro Forma Moral Rights Consent; Annexure I: Pro Forma Statement of Building Compliance Page 2 of 54

3 FORMAL INSTRUMENT OF AGREEMENT THIS SUBCONTRACT is made on the... day of BETWEEN the following parties: 1. LEND LEASE PROJECT MANAGEMENT & CONSTRUCTION (AUSTRALIA) PTY LIMITED ABN of Level 4, 30 The Bond, 30 Hickson Road, Millers Point, NSW 2000, QBSA Licence Number 3772 (Lend Lease); and 2. NAME OF SUBCONTRACTOR ABN DETAILS of Subcontractor Address (Subcontractor). THE PARTIES AGREE A. Lend Lease (Millers Point) Pty Limited (the Client) has entered an agreement with the Barangaroo Delivery Authority (BDA) for the staged development of the area known as Barangaroo South under a Project Development Agreement (PDA). B. Lend Lease has entered a Head Contract with the Client in respect of various works to be carried out on the Site. C. Lend Lease wishes to engage the Subcontractor to diligently and expeditiously execute and complete the Works in accordance with the requirements of this Subcontract, and the Subcontractor wishes to be so engaged. D. Lend Lease enters into this Subcontract in reliance upon the Subcontractor s representation that it is experienced in undertaking the Works. E. Where the Works have been commenced prior to the date of this Subcontract the provisions of this Subcontract will apply, as if those Works had been commenced after the date of this Subcontract. F. Lend Lease must pay the Subcontractor the Subcontract Sum in accordance with the Subcontract. Page 3 of 54

4 EXECUTION PAGE Executed by Subcontractor name (ABN DETAILS) in accordance with section 127 of the Corporations Act 2001: ) ) ) ) Director/Company Secretary Director Name of Director/Company Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS) Signed for and on behalf of Lend Lease Project Management & Construction (Australia) Pty Limited (ABN ) by its authorised representative: ) ) ) ) Signature of authorised representative Witness Name of authorised representative (BLOCK LETTERS) Name of Witness (BLOCK LETTERS) Page 4 of 54

5 TAB LE OF CONTENTS 1 DE FINITIONS AND INTERPRETATION Definitions Interpretation ADMINIS TR ATION Lend Lease's instructions Subcontractor's supervisor Approval by Lend Lease Subcontract notices Requirement for Claims Condition precedent Lend Lease notices Service of notices ProjectWeb QUANTITIE S Priced Bill of Quantities Deemed inclusions S E C UR ITY Provision of security Release of security DE S IGN Schedule D: Design Requirements Suitability Subcontractor s Design Warranties Warranties Unaffected DOCUME NTS Copies of documents Schedule E: Information Management Provision of drawings and documents Errors, omissions, ambiguities or discrepancies Submission of shop drawings Commissioning information for plant, equipment and Utilities As-constructed Drawings and operation and maintenance information Confidentiality and publicity AS S IGNMENT, SUB CONTR ACTING AND NOVATION NOVATION PROVISIONAL SUMS S ITE CONDITIONS FINDING OF R E L ICS INTELLECTUAL PROPERTY R IGHTS STATUTORY AND OTHER REQUIREMENTS Authorisations Compliance with industrial requirements Environment, Health and Safety (EH&S) Requirements Greenhouse and energy reporting Schedule J: National Code of Practice Requirements Page 5 of 54

6 14 INSURANCES AND LIABILITY Subcontractor insurances Works insurance Subcontractor indemnity Notification of claims Proportionate liability Lend Lease GMRs S ITE Access and use of Site Other properties Utilities Working hours Noise Cleaning Access to Works and workshops Cooperation Making good Removal of personnel Access for the Client and the BDA Pedestrian Walkway MATERIALS AND WORKS Quality of Materials and work Warranties Quality Management System Covering up of work Testing and samples Costs of testing Defects Maintenance and protection Work and Materials by Lend Lease or others QUALITY ASSUR ANCE FACIL ITIE S Facilities by Lend Lease Facilities by the Subcontractor PR OGR AMME SUB CONTR ACTING SUSPENSION Suspension of the Works Sub-subcontractor suspension and indemnity TIME Commencement and Substantial Completion Substantial Completion Claim for extension of time Entitlement to extension of time Extension of time due to Variation after the Date for Substantial Completion Assessment Lend Lease may extend Liquidated damages Sole remedy DEFECTS LIABILITY PER IODS VAR IATIONS Page 6 of 54

7 24.1 Timing and scope of requests Detailed design Measurement of Variations Valuation of Variations Lend Lease may carry out ME AS UR E ME NT, PAYME NT AND ADJUSTMENT OF THE SUBCONTR ACT S UM Measurement of Works Payment claims Valuation of the Works Payment for unfixed or off-site Materials Conditions precedent to payment Payment schedule and payment Payments to Subcontractor s subcontractors Final Statement, Final Certificate, Deed of Release Release of Claims Set off Inspection of Subcontractor s records TE R MINATION Preservation of other rights Default by the Subcontractor Insolvency Subcontractor's deregistration or non-compliance with Schedule I: Industrial Requirements, Schedule H: Environment, Health and Safety (EH&S) Requirements or the Global Minimum Requirements Provisions on termination Works taken out of the hands of the Subcontractor Termination of the Head Contract Termination for convenience Termination for change in Control TRANSITION TO LEND LEASE OR ANOTHER PERSON Transition to Lend Lease or another person Novation of subcontracts Handover of documents Power of attorney SETTLEMENT OF DISPUTES Notice of Dispute Conference Expert Determination Court Consolidation of Head Contract disputes Related Subcontract disputes Continuing obligations Survival PREFERRED SUPPLIER BENEFITS GST GST Recipient Created Tax Invoices Interpretation STAGES Page 7 of 54

8 1 DE FINITIONS AND INTE R PR E TATION 1.1 Definitions In the Subcontract, unless the context requires otherwise: Term Aboriginal Participation Guidelines Appendix Meaning means the Aboriginal Participation in Construction Guidelines applying to projects commencing 1 January 2007 issued by the NSW Government. the Appendix annexed to the Subcontract Conditions. Author has the meaning under the Copyright Act 1968 (Cth). Authority includes any Commonwealth, State or local authority or organisation which has jurisdiction affecting the Works, the Site, the Subcontractor's personnel or with whose systems the Works are, or will be, connected. Bank BDA Bill of Quantities the Commonwealth Bank of Australia, National Australia Bank, Westpac Banking Corporation or Australia and New Zealand Banking Group Limited. means the Barangaroo Delivery Authority ABN , a NSW government agency constituted under the Barangaroo Delivery Authority Act 2009 (NSW) the bill of quantities (if any) forming part of Annexure B: Subcontract Sum. a day which is not: Business Day A Saturday or Sunday; or A public holiday or bank holiday in the State or Territory where the Site is located; or A day which is excluded pursuant to the SOP Legislation. Certificate of Substantial Completion the certificate referred to in Clause 18.1A Claim a claim for any right or remedy whatsoever (including in tort, for negligence) arising out of, or in connection with, the subject matter of the Subcontract, including any claim for Losses or an extension of time. Client Concept Designs Lend Lease (Millers Point) Pty Limited. includes concept designs, other than preliminary information. Page 8 of 54

9 of a corporation, includes the power to directly or indirectly: direct the management or policies of the corporation; or Control control the membership of the board of directors, whether or not the power has statutory, legal, or equitable force, or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that corporation or otherwise. Controlled has a like meaning. Date for Commencement the date or dates stated in the Appendix. Date for Substantial Completion the date or dates stated in the Appendix, as adjusted in accordance with the Subcontract Conditions. Date of Practical Completion of the Project the date on which Lend Lease brings the Project or a relevant stage of the Project to Practical Completion (as defined in the Head Contract). Date of Substantial Completion the date or dates on which the Works or a Stage is brought to Substantial Completion as evidenced in a Certificate of Substantial Completion.. Defect any defect, shrinkage, fault or omission in the Works, including any aspect of the Works which is not in accordance with the requirements of the Subcontract. Defects Liability Period Design Documents the period commencing on the Date of Substantial Completion of each Stage or (if no Stages) the Works, and expiring on the date stated in the Appendix. means the drawings, plans, specifications and other information, samples, models, patterns and the like required by the Subcontract and created for the construction of the Works, developed by the Subcontractor; Design Obligations has the meaning given in the Schedule of Design Requirements. Dispute Drawings a dispute or difference arising out of, or in connection with, the Subcontract. the drawings and other documents identified in Annexure F: Drawings. Final Certificate the certificate referred to in Clause Final Statement a statement, in the form of a statutory declaration, completed by an authorised employee of the Subcontractor, of all Claims by the Subcontractor arising out, of or in connection with, the Subcontract and Page 9 of 54

10 the Works, including those extensions of time already granted or amounts already paid (whether in full or in part). Formal Instrument of Agreement the document to which these Subcontract Conditions are attached. Global Minimum Requirements the Global Minimum Requirements (GMRs) prepared by Lend Lease and provided to the Subcontractor, as amended from time to time. GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth). Head Contract the agreement, arrangement or understanding between Lend Lease and the Client, under which Lend Lease will complete the Project and of which the Works are a part. Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade-marks, know how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation includes:- Legislative Requirement Acts, Ordinances, regulations, by-laws, orders, awards and proclamations of the Commonwealth and the State or Territory in which the work under the Contract or any part thereof is being carried out; the NSW Government Code of Practice for the Construction Industry; certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction in connection with the carrying out of the work under the Contract, including the Development Consent Conditions; and fees and charges payable in connection with the foregoing. Lend Lease GMRs means the Lend Lease Global Minimum Requirements (including means and methods) and Environmental Health and Safety Standards adopted by the Contractor and as amended from time to time. Lend Lease s Project Requirements means the written summary or outline of Lend Lease s requirements for the Works described in the documents stated in the Scope of Work and which: includes the stated purpose for which the Works are intended; and may include Lend Lease's design, timing and cost objectives for the Works; Page 10 of 54

11 includes where applicable, the social sustainability and green rating requirements for the Works; and includes the Development Consent Conditions required to be complied with by the Subcontractor. Losses include losses, costs, expenses and damages. Materials include equipment, goods and plant (temporary or otherwise). Moral Rights means any of the rights described in Article 6bis of the Berne Convention for the Protection of Literary and Artistic Works 1886 (as amended and revised from time to time), being droit moral or other analogous rights arising under any Law (including the Copyright Act 1968 (Cth) or any Law outside Australia), that exists now or in the future anywhere in the world. Notice of Dispute a notice issued under Clause Originating Date the date when the direction, fact, matter or thing upon which a Claim is based, first occurred. Personal Information has the meaning given in the Privacy Act 1988 (Cth). a written notice which states: that it is a notice under Clause 2.5; Prescribed Notice the relevant facts on which the Claim is based, or alleged to arise, in sufficient detail to permit its verification; the legal basis of the Claim and any relevant terms of the Subcontract relied upon; and the quantum, or likely quantum, of the Claim, with detailed particulars of the method of calculation. Project Means the project known as Barangaroo the subject of the Head Contract and of which the Works are a part. ProjectWeb the internet based system, developed and owned by Lend Lease, for the centralised management of Project information, accessed via a web browser, or such other information communication system, as Lend Lease directs. Proportionate Liability Legislation the Civil Liability Act 2002 (NSW); Protected Information has the meaning given in the Privacy Act 1988 (Cth). Page 11 of 54

12 Provisional Sum Work the work to which a provisional sum applies. Quality Management System Relic those documented systems, policies and procedures stated in the Appendix to ensure that the Works (including any designs) are in accordance with the requirements of the Subcontract. means: (e) (f) minerals of commercial value; fossils; relics, articles or objects of antiquity or of anthropological or archaeological interest; coins or other articles of value; historical archaeological sites; and Aboriginal archaeological relics. Schedule of Rates means the sum of the measured quantity of each section or item of work actually carried out under the Subcontract multiplied by the rate for that section or item indicated in the Schedule of Rates. Scope of Work the document(s) set out in Annexure A: Scope of Work Second Defects Liability Period the period stated in the Appendix. Signing Date the date on which the Subcontract is executed by the last of the Subcontractor and Lend Lease. Site the land, structures or other places made available, and to be made available, to Lend Lease by the Client, for the purposes of the Head Contract and any other land, buildings or places which Lend Lease advises the Subcontractor form part of the Site. all matters concerning the Site and its surroundings, including: Site Conditions (e) (f) conditions in, upon, below the surface of, and surrounding, the Site, including artefacts; conditions existing within structures situated upon, below the surface of, or surrounding, the Site; conditions of access to, from, and within, the Site, for the purposes of carrying out the Works; heritage, preservation or other orders affecting the Site; Utilities servicing the Site; or hydrological and climatic conditions. Page 12 of 54

13 Specification the document(s) set out in Annexure E: Specification. SOP Legislation the Building and Construction Industry Security of Payment Act Stage the parts of the Works stated in the Appendix (if any) or directed by Lend Lease, at any time, pursuant to Clause 31. Statutory Requirement legislation, ordinance, regulation, by-law, code, order, award or proclamation; or any requirement by an Authority. Subcontract (e) (f) (g) (h) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) Formal Instrument of Agreement; Subcontract Conditions; Appendix; Schedule A: Subcontractor Warranty; Schedule B: Supplier Warranty; Schedule C: Facilities; Schedule D: Design Requirements (Annexure A: Deed of Adherence and Warranty); Schedule E: Information Management; Schedule F: Programming Requirements; Schedule G: Expert Determination; Schedule H: Environment, Health and Safety (EH&S) Requirements; Schedule I: Industrial Requirements; Schedule J: National Code of Practice Requirements; Schedule K: Subcontractor s Statement; Schedule L: Greenhouse and Energy Reporting Monthly Report; Schedule M: Pro forma Statutory Declaration; Schedule N: Deed of Release; Schedule O: Deed of Novation; Annexure A: Scope of Work; Annexure B: Subcontract Sum; Annexure C: Rates; Page 13 of 54

14 (v) (w) (x) (y) (z) (aa) (bb) Annexure D: Variation Rates Annexure E: Specification; Annexure F: Drawings; Annexure G: Schedule of Sustainability Requirements; Annexure H: Pro Forma Moral Rights Consent; Annexure I: Pro Forma Statement of Building Compliance; and other documents referred to in the Appendix. Subcontract Sum the amount stated in the Appendix, as may be further described in Annexure B: Subcontract Sum, or such other sum or sums as may become payable under the Subcontract. Subcontractor's Design Obligations means all tasks necessary to design and specify the Works required by the Subcontract. Subcontractor's personnel the Subcontractor, its employees, subcontractors, consultants, suppliers, agents and their respective employees, and "its personnel" will be construed accordingly. Subcontractor s Programme the Subcontractor s Programme, provided by the Subcontractor and agreed by Lend Lease, or otherwise provided by Lend Lease to the Subcontractor. when: the Works or a Stage are complete, except for minor Defects: Substantial Completion (iii) (iv) which do not prevent the Works or the Stage from being reasonably capable of being occupied and used for its intended purpose; which Lend Lease determines that there are reasonable grounds for not promptly correcting them; the making good of which will not prejudice the convenient use of the Works or the Stage; and which do not cause a legal impediment to the use of the Works or the Stage; those tests, which are required by the Subcontract to be carried out and passed before the Works or the Stage are handed over to Lend Lease, have been carried out and passed; Materials, documents and other information required under the Subcontract, which are reasonably necessary for the use, operation and maintenance of the Works or the Stage, have been supplied to Lend Lease; Warranties, which the Subcontractor is required to provide Page 14 of 54

15 under the Subcontract for the Works or the Stage, have been provided; and (e) any other activities, which are required by the Subcontract to be completed before the Works (or the Stage) are handed over to Lend Lease, have been completed. Tenant the entity which is to be the anchor tenant for the premises as reflected in the Head Contract. Utilities the provision of air conditioning, communications, compressed air, drainage, electricity, gas, hydraulics, sewerage, water and the like. any of the following: Variation an increase or decrease in, or omission from, the Works; a change in the character or quality of material or work; a change in the levels, lines, positions or dimensions of a part of the Works; or the execution of additional work. Works the whole of the work to be executed in accordance with the Subcontract by the Subcontractor, including Variations provided for by the Subcontract, which is to be handed over to Lend Lease. 1.2 Interpretation The laws of the State or Territory in which the Site is located will govern the Subcontract and any arbitration, litigation or other dispute resolution procedures. If any notice is to be given, or any other act, matter or thing is to be done on a specified day, and that day falls on a day which is not a Business Day, then it must be given or done on the preceding Business Day. Each of the indemnities contained in the Subcontract will: not be affected by reason of an act, default or omission of the party entitled to the benefit of the indemnity (except as expressly stated to the contrary in the Subcontract Conditions); and survive termination of the Subcontract. (e) (f) The Subcontract will not be construed to the disadvantage of Lend Lease on the basis that it has prepared the Subcontract. No variation of any provision of the Subcontract will be effective unless it is in writing and signed by Lend Lease and the Subcontractor. No waiver of: a breach of the Subcontract by the Subcontractor; or any rights of Lend Lease (including rights to insist upon the giving of notices); or Page 15 of 54

16 (iii) (iv) any right arising upon default by the Subcontractor under the Subcontract, will be effective unless it is in writing and signed by Lend Lease. A waiver of a specific or singular breach or right by Lend Lease will not amount to a waiver in respect of any other breaches or rights. (g) (h) Headings are not to be used in interpreting the Subcontract. Except to the extent that the context indicates otherwise, a reference to: (iii) (iv) (v) one gender includes all genders; the singular includes the plural, and the plural includes the singular, and where any word or phrase is defined, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; a person includes bodies corporate and vice versa; a Statutory Requirement, code or standard includes a reference to it, as enacted or amended from time to time; and an Act includes: (A) (B) (C) a reference to any regulations or other instruments made under that Act; that Act, as amended from time to time; and any Act or Acts which replaces the Act. (j) (k) (l) The words "including", include or includes will be construed as if followed by the words "without limitation". If a party to the Subcontract includes more than one person, the Subcontract binds them jointly and each of them severally. Invalidity of any provision of the Subcontract will not affect the validity of any other provision of the Subcontract, except to the extent made necessary by the invalidity. The Subcontract constitutes the entire agreement between the parties in respect of the subject matter of the Subcontract and supersedes all prior agreements, representations, warranties, promises, statements, negotiations, letters and the like. 2 ADMINIS TR ATION 2.1 Lend Lease's instructions Lend Lease may issue drawings, instructions or directions arising out, of or in connection with, the Site, the Works or the Project. The Subcontractor must comply with all drawings, instructions and directions issued by Lend Lease, within the time instructed by Lend Lease, acting reasonably. 2.2 Subcontractor's supervisor The Subcontractor warrants that the supervisor nominated in the Appendix has authority to act on behalf of the Subcontractor in all matters relating to the Works, except those matters for which another representative of the Subcontractor is nominated under the Subcontract. The Subcontractor must ensure that, at all times during the execution of the Works, the Subcontractor's supervisor is present on the Site. Page 16 of 54

17 Any instructions given to the Subcontractor's supervisor by Lend Lease will be deemed to have been given to the Subcontractor. The Subcontractor must not change the supervisor without Lend Lease's written consent, which consent must not be unreasonably withheld. 2.3 Approval by Lend Lease Lend Lease assumes no duty to give advice to the Subcontractor, or to supervise the Subcontractor to ensure the performance of its obligations under the Subcontract, nor exercise its discretion for the benefit of the Subcontractor. The receipt, comment, approval, review, direction, instruction or checking by Lend Lease of construction means, methods, techniques, designs, drawings (including shop drawings), plans, diagrams, samples, substitutes, measurements, sequences and procedures (including any Quality Management System or Environment, Health and Safety (EH&S) management system) or other matters employed by the Subcontractor in the execution of the Works (or Lend Lease s failure to do any of these things) will not: (iii) (iv) relieve the Subcontractor of its obligations under the Subcontract; constitute or be construed as an order or instruction for a Variation to the Works (unless the instruction is entitled Variation Direction ); entitle the Subcontractor to make any Claim; or prejudice any of Lend Lease s rights against the Subcontractor. 2.4 Subcontract notices All Claims expressly required under the Subcontract to be given by the Subcontractor must be: marked for the attention of the person stated in the Appendix and sent to Lend Lease s address (or such other person and/or address as Lend Lease may notify to the Subcontractor); in the specified form, containing all required details; given within the specified time; and sent by at least one of the methods stated in Clause Requirement for Claims (e) Any Claim by the Subcontractor, the communication of which is not expressly required by the Subcontract, must be: marked for the attention of the person stated in the Appendix and sent to Lend Lease s address (or such other person and/or address as Lend Lease may notify to the Subcontractor); in the form of a Prescribed Notice; given within the number of days of the Originating Date specified in the Appendix; and sent by at least one of the methods stated in Clause Condition precedent It is a condition precedent to any Claim by the Subcontractor that the Subcontractor complies with Clause 2.4 or Clause 2.5 (as applicable). The Subcontractor releases and discharges Lend Lease from any such Claim to the extent that the Subcontractor does not so comply. Page 17 of 54

18 2.7 Lend Lease notices All notices, including under this Clause 2, expressly required under the Subcontract to be given to the Subcontractor, must be sent to the Subcontractor s address stated in the Appendix (or such other address as the Subcontractor may notify to Lend Lease). 2.8 Service of notices A notice required to be given or served will be deemed to have been received the earlier of the time of actual receipt, or: (iii) if the notice is delivered by hand to the receiver, the time of delivery; if the notice is posted in a postage paid envelope addressed to the receiver, 3 days from the date of posting; and if the notice is transmitted by facsimile to the receiver, upon receipt by the sender of a confirmation or transmission report, indicating the facsimile was received, or upon receipt by the sender of the confirmation answer-back code of the receiver. Lend Lease and the Subcontractor agree that a payment schedule or Final Certificate may be in hard copy or electronic form, and may be provided by hand, post, facsimile, or other electronic manner, to any address provided by the Subcontractor. 2.9 ProjectWeb All documents, other than those comprising a Claim, must be sent to Lend Lease via ProjectWeb. 3 QUANTITIE S 3.1 Priced Bill of Quantities To the extent that the Subcontract Sum is a lump sum and a Bill of Quantities has been supplied to the Subcontractor: the Subcontractor must submit a priced Bill of Quantities to Lend Lease for approval, within 10 days after signing the Subcontract or 5 days prior to making its first payment claim (whichever occurs first); If the priced Bill of Quantities submitted by the Subcontractor is not approved by Lend Lease, Lend Lease may price the Bill of Quantities on behalf of the Subcontractor; and Lend Lease will not be liable for any Losses suffered by the Subcontractor arising out of, or in connection with, the actual quantities differing from those stated in the Bill of Quantities. 3.2 Deemed inclusions The rates or prices in the Bill of Quantities or Annexure C: Rates are deemed to include the cost of all work and Materials to be provided, or undertaken by, the Subcontractor under the Subcontract. Where an item of work or Materials does not appear in the Bill of Quantities or Annexure C: Rates, or is not separately priced by the Subcontractor, the costs associated with that item will be deemed to be included in the rates or prices generally. 4 S E C UR ITY 4.1 Provision of security In lieu of the retention referred to in Clause 25.6, the Subcontractor may, at any time, provide two identical, unconditional and irrevocable undertakings provided by a Bank, and in a form Page 18 of 54

19 acceptable to Lend Lease from a Bank, for an aggregate amount equal to that referred to in the Appendix and in a form that may be assigned to the Client following Substantial Completion. If such undertakings are provided, Lend Lease must not deduct retention monies from the Subcontractor. 4.2 Release of security Subject to Clause 16.7, upon the later of: (iii) Substantial Completion; receipt by Lend Lease of Schedule N: Deed of Release under Clause 25.8(e); and receipt by Lend Lease of a written request from the Subcontractor for release of an undertaking or retention monies held under Clause 25.6, Lend Lease must release either the first undertaking or one half of the retention monies held under Clause 25.6, to the Subcontractor. Upon the later of: (iii) the performance of all obligations under the Subcontract by the Subcontractor, including the rectification and making good of all Defects; the expiration of the Defects Liability Period, or the last Defects Liability Period (if more than one); and receipt by Lend Lease of a written request from the Subcontractor for release of remaining security held by Lend Lease, Lend Lease must release the second undertaking, or the remainder of the retention monies held under Clause 25.6, to the Subcontractor. (e) Lend Lease assumes no fiduciary obligation to the Subcontractor and no trust will arise in relation to the money retained under Clause Lend Lease will not be obliged to invest, or to account for any advantage that it may derive from, such money. Notwithstanding Clause 4.2 and Clause 4.2, while any Claim or Dispute remains unresolved between Lend Lease and the Subcontractor, Lend Lease will not be obliged to return, nor will the Subcontractor be entitled to request the return of, any undertaking or monies retained under Clause This Clause 4.2 survives termination of the Subcontract. 5 DE S IGN 5.1 Schedule D: Design Requirements The Subcontractor must comply with Schedule D: Design Requirements, unless stated otherwise in the Appendix. 5.2 Suitability The Subcontractor must ensure that all designs proposed or specified by the Subcontractor s personnel (or stated in the Appendix), are suitable in all respects for their intended purposes. 5.3 Subcontractor s Design Warranties The Subcontractor warrants to Lend Lease that the Subcontractor- Page 19 of 54

20 at all times shall be suitably qualified and experienced, and shall exercise due skill, care and diligence in the execution and completion of all work under the Subcontract, shall exercise due skill, care and diligence in the execution and completion of all design work under the Subcontract to the standard expected of a professional designer experienced in works of a similar nature to the work under the Subcontract; shall execute and complete the Subcontractor's Design Obligations and produce the Design Documents to accord with Lend Lease s Project Requirements and accepted industry standards; and shall execute and complete the work under the Subcontract in accordance with the Design Documents so that the Works, when completed, shall- be fit for their stated purpose; and comply with all the requirements of the Subcontract, including all Legislative Requirements. 5.4 Warranties Unaffected The Subcontractor acknowledges that the warranties in Clause 5.3 and the Subcontractor's Design Obligations shall remain unaffected notwithstanding- that design work has been carried out by or on behalf of the Principal and included in Lend Lease s Project Requirements; any receipt or review of, or comment or direction on, the Design Documents by Lend Lease or the Client; and any variation to the Works directed in accordance with this Subcontract. 6 DOCUME NTS 6.1 Copies of documents If the Subcontractor is unable to obtain any document on ProjectWeb, the Subcontractor may request Lend Lease to provide copies of such document(s) and the reasonable costs incurred will be paid by the Subcontractor (if demanded by Lend Lease). 6.2 Schedule E: Information Management The Subcontractor must comply with all requirements of Schedule E: Information Management, unless otherwise agreed, in writing, with Lend Lease. 6.3 Provision of drawings and documents Upon Substantial Completion or termination of the Subcontract (whichever occurs first), the Subcontractor must provide to Lend Lease all drawings and documents (including approvals by all Authorities) relating to the Works, which are in the possession of the Subcontractor or its personnel. 6.4 Errors, omissions, ambiguities or discrepancies If either party becomes aware of an error, omission, ambiguity or discrepancy in the Subcontract it must give written notice to the other party of the error, omission, ambiguity or discrepancy, as soon as possible. Lend Lease must issue written instructions to the Subcontractor explaining, determining or correcting any such errors, omissions, ambiguities or discrepancies. Page 20 of 54

21 If the Subcontractor becomes aware of an error, omission, ambiguity or discrepancy in the Subcontract, the Subcontractor must not commence the affected Works until Lend Lease has issued written instructions to the Subcontractor in accordance with this Clause 6.4. Any instruction issued by Lend Lease to the Subcontractor under this Clause 6.4 in respect of any ambiguity or discrepancy is not a Variation and Lend Lease will not be liable for any Losses incurred by the Subcontractor arising out of, or in connection with, the instruction. 6.5 Submission of shop drawings The Subcontractor must provide shop drawings to Lend Lease in the specified scale and size stated in the Appendix, by the dates specified in the Subcontractor's Programme. The Subcontractor must ensure that arrangement or outline drawings identify all types and sizes of electrical, mechanical and other components, principal dimensions, access and part dimensions, sizes and dimensions of anchor bolt holes, forces generated (if any) and clearances necessary (if any). For the purpose of this Clause 6.5 "shop drawings" includes penetration drawings, which accurately detail all penetrations. 6.6 Commissioning information for plant, equipment and Utilities Within the period stated in the Appendix, the Subcontractor must provide to Lend Lease all reasonable information relating to the commissioning of plant, equipment and Utilities including: a full list of all approvals required to be given by relevant Authorities; and a full list of all Materials, Utilities and work, which must be completed by Lend Lease (or others) and other requirements, which must be satisfied before commissioning can commence. 6.7 As-constructed Drawings and operation and maintenance information The Subcontractor must provide to Lend Lease: (e) as-constructed drawings for the Works in the specified scale and size stated in the Appendix; all maintenance and operating manuals referred to in Annexure E: Specification and/or stated in the Appendix; all Materials (including spares), documents, operating tools, keys and other information referred to in Annexure E: Specification or stated in the Appendix relating to the use, operation and maintenance of the Works; and the names, addresses and telephone numbers of the Subcontractor s maintenance supervisor and personnel, in a form acceptable to Lend Lease, acting reasonably, by the dates specified in the Subcontractor's Programme and/or stated in the Appendix. 6.8 Confidentiality and publicity The Subcontractor must ensure that all information: provided to, or obtained by, the Subcontractor in connection with the Subcontract, the Works, or the operations of Lend Lease or the Client, including via ProjectWeb; or contained in any documentation prepared by the Subcontractor; or which relates to the Subcontract, is kept confidential and is not used by the Subcontractor, its personnel, or any other person, nor advertised, published, released, supplied, disclosed or communicated to any other person, for any purpose other than the execution of the Works in accordance with the Subcontract, without Lend Lease's prior written consent. Page 21 of 54

22 7 AS S IGNMENT, SUB CONTR ACTING AND NOVATION (e) (f) (g) The Subcontractor must not assign any of its rights under the Subcontract, or subcontract the Works (or a part of the Works) without the prior written approval of Lend Lease. Notwithstanding the engagement by the Subcontractor of any other party (including subcontractors, consultants or suppliers), the Subcontractor remains wholly responsible for the carrying out of the Works and will be liable for all acts or omissions of each party (or parties) as if they were acts or omissions of the Subcontractor. Lend Lease s written approval to assign or subcontract may be conditional upon the inclusion in the assignment or subcontract of provisions which may be reasonably necessary to enable Lend Lease to fulfil its obligations to the Client. If the Subcontractor subcontracts the Works (or part of the Works) in accordance with Clause 7, the Subcontractor must ensure that it obtains from any person to whom it subcontracts the Works (or a part of the Works), written confirmation in the form of a statutory declaration that all remuneration and other entitlements payable to, or on behalf of, the employees engaged in the performance of the Works have been paid. The Subcontractor must ensure that equivalent obligations are imposed in any other subcontracts in connection with the performance of the Works. Lend Lease may assign its rights and benefits under the Subcontract. To the extent that any provision of the Subcontract provides for Lend Lease carrying out or completing any part of the Works, whether on the behalf of the Subcontractor or otherwise, Lend Lease may have that work carried out by a third party. The Subcontractor warrants that any subcontractor it proposes has the skills, resources and experience to comply with all occupational health and safety Statutory Requirements. If required by the Client and directed by Lend Lease, the Subcontractor must execute a deed of novation in the form of Schedule O: Deed of Novation, or on terms reasonably required by Lend Lease or the Client. 8 NOVATION Lend Lease may at any time assign or novate, or otherwise transfer all or any part of its rights or liabilities under this agreement without the consent of the Subcontractor and the Subcontractor agrees to execute any document reasonably required by Lend Lease to give effect to the assignment, novation or other transfer, including a deed of novation in the form set out in the Pro Forma Deed of Novation or on any other terms reasonably required by Lend Lease. The Subcontractor must not assign, novate or otherwise transfer all or any payment, right, benefit or interest under this agreement without the prior written consent of Lend Lease, the Client and the BDA (which consent must not be unreasonably withheld). Without limiting clause 8 the Subcontractor agrees that Lend Lease may novate the Subcontract, on its existing terms, to the Client, the BDA or to any financial institution that is providing funding for the Project or a nominee of any of them. In this case, the Subcontractor shall promptly execute the deed of novation in the form set out in the Pro Forma Deed of Novation. Without limiting clause 8 or clause 8, the Subcontractor agrees that Lend Lease may novate the Subcontract, on its existing terms (or such other terms as may be agreed by the parties), to the Tenant or to a suitable solvent person nominated by the Tenant and approved by the Subcontractor, acting reasonably. In either case, the Subcontractor shall promptly execute the deed of novation in the form set out in the Pro Forma Deed of Novation. Page 22 of 54

23 9 PROVISIONAL SUMS A provisional sum included in the Subcontract will not of itself be payable, but where any or all Provisional Sum Work is performed at the direction of Lend Lease, the difference between the provisional sum and: an agreed price; or, failing agreement, the actual cost, incurred by the Subcontractor and verified to Lend Lease s satisfaction, will be added to or deducted from the Subcontract Sum (in each case excluding profit, overheads, preliminaries and supervision costs). Where the total amount payable under Clause 9 is greater or less than the Provisional Sum Work as at the date of the Subcontract by the percentage threshold stated in the Appendix (otherwise than by reason of a Variation), the Subcontract Sum will be adjusted (as the case requires) by an amount calculated in accordance with the formula stated in the Appendix. If Lend Lease instructs the deletion of any or all Provisional Sum Work, this work may be carried out by, or on behalf of, Lend Lease. 10 S ITE CONDITIONS Promptly upon discovering any unanticipated Site Conditions, the Subcontractor must notify Lend Lease, indicating the type of condition discovered and its location. Lend Lease may issue directions as to how the Site Condition is to be dealt with and the Subcontractor must comply with such directions (if any) without delay. The Subcontractor will be deemed to have allowed in the Subcontract Sum for all Site Conditions and Lend Lease will not be liable for any Losses suffered by the Subcontractor arising out of, or in connection with, any Site Conditions or directions under Clause 10. The Subcontractor warrants that it has not relied upon, and acknowledges that is not entitled to rely upon, the adequacy or accuracy of information made available, or provided to the Subcontractor, arising out of, or in connection with, any Site Conditions. 11 FINDING OF R E L ICS Any Relics found on the Site shall, as between the parties, be and remain the property of the Client. Immediately upon the discovery of any Relic the Subcontractor shall, at its cost, take precautions to prevent their loss, removal or damage and shall notify Lend Lease of the discovery. Upon the discovery of any Relic, the Subcontractor must promptly notify Lend Lease and comply with all Legislative Requirements relating to the discovery of the Relic. 12 INTELLECTUAL PROPERTY RIGHTS Notwithstanding any other clause in the Subcontract, copyright and ownership in all designs and other information provided or prepared by, or on behalf of, the Subcontractor for the Project vests in Lend Lease at the time of creation. The Subcontractor will have a licence to use such designs and information, for the purpose of performing the Works. The Subcontractor grants to Lend Lease, the Client and the BDA a non-exclusive, royaltyfree, irrevocable and transferable licence in perpetuity to use, exercise, reproduce, communicate, adapt and modify all Intellectual Property Rights in any other design or information provided or prepared by or on behalf of the Subcontractor for the Project, for any Page 23 of 54

24 purpose arising out of, or in connection with, the Project including any subsequent maintenance, repairs or servicing (to arise immediately upon the creation of any relevant material), including a right to sub-licence, and must do all things reasonably necessary to give effect to such grant. If Lend Lease provides any Concept Designs in respect of the Project, copyright and ownership of the Concept Designs remains with Lend Lease. The Subcontractor will have a licence to use the Concept Designs for the purpose of performing the Works. The Subcontractor must ensure that, in respect of any Concept Designs, its drawings identify that: copyright in the Concept Design is held by Lend Lease; and Lend Lease is the concept architect or designer (as the case may be). (e) The Subcontractor warrants that it has procured, or will procure, from all directors, officers, employees, subcontractors and consultants employed or engaged to perform any part of the Works who is, or may be, an Author: (iii) the Author s agreement not to sue, enforce any claim, bring any action or otherwise exercise any remedy that the Author may have in respect of the designs and other information referred to in Clause 12 and Clause 12 against Lend Lease, the Client, or any third party to whom Lend Lease or the Client sub licenses, the right to use, reproduce, communicate, adapt, vary or amend such designs or information (Sub-Licensee); and written and unconditional consent in the form of the Pro Forma Moral Rights Consent; and the Author s consent for Lend Lease, the Client and the BDA to: (A) (B) (C) (D) (E) name the Author s designs and other information after the Project or any other person or thing; modify, alter, adapt, distort or otherwise change any part of the Author s designs or other information as Lend Lease, the Client and the BDA see fit, in their absolute discretion; adapt, translate, change, relocate, demolish or destroy any two or three dimensional reproduction of the Author s designs and other information, without having to notify or consult with the Author; exercise any rights in relation to the designs and other information without identifying the Author as the author; and use the Author s designs and other information, whether changes have been made or not, in any context and with or without other material in any way Lend Lease, the Client or the BDA sees fit, even if the Author considers that their reputation and honour is, or may be, prejudiced. (f) The Subcontractor warrants that: it will not breach any Intellectual Property Rights or Moral Rights of any person in performing the Works; it owns, or has a licence in, all Intellectual Property Rights in all designs and information and is able to grant the assignments and licences under the Subcontract; and Page 24 of 54

25 (iii) use by Lend Lease, the Client or any Sub-Licensee of any designs and information under this Clause 12 will not infringe any Intellectual Property Rights or Morals Rights of any person, nor breach any Statutory Requirements. (g) The Subcontractor indemnifies Lend Lease, the Client and the BDA against: any Claim by any third party (including an Author); and all Losses suffered or incurred by Lend Lease, the Client and the BDA arising out of, or in connection with, any breach of Clause 12 by the Subcontractor. (h) If a third party prevents, or threatens to prevent, Lend Lease, the Client, the BDA or any Sub- Licensee from using the Intellectual Property Rights licensed under this Clause 12, without limiting any other rights Lend Lease may have, the Subcontractor must, at Lend Lease s option and the Subcontractor s cost, either: procure for those indemnified, on reasonable commercial terms, the right to retain possession and continued use of the Intellectual Property Rights; or replace or modify the items which contain infringing, or allegedly infringing, Intellectual Property Rights, in a manner reasonably acceptable to those indemnified, such that the infringement ceases and the quality, performance or usefulness of the items is not degraded. The subcontractor specifically acknowledges and agrees that Lend Lease may assign the rights granted under clause 10 to the BDA to allow it to: Commence or complete any part of the Works which are not complete at the date of the assignment, and use (and modify) such approvals, plans and Design Documents to construct, operate, maintain, repair, rectify, make additions to, and alter those Works; and Sublicense its rights to third parties engaged by the BDA to provide goods or services in connection with those Works, including any additions, alterations and repairs to, and rectification and maintenance of, those Works. (j) The Subcontractor: (iii) warrants that it has or will obtain an undertaking, from each individual author employed by each party performing any design work in relation to the Works, not to enforce any Moral Rights that author may have, now or in the future, in any such design work in which copyright subsists, so that Lend Lease and its assigns may freely exercise their rights pursuant to the licence granted under clause 10; must, as soon as reasonably practicable after the Commencement Date, procure each individual author employed by each party performing any design work in relation to the Works to sign the Moral Rights letter of consent in the form of the Pro Forma Moral Rights Consent; and must provide to Lend Lease a copy of all Moral Rights letters of consent signed by the relevant individual authors pursuant to clause 10(j) as soon as those signed letters of consent are received from the individual authors. Page 25 of 54

26 13 STATUTORY AND OTHE R REQUIREMENTS 13.1 Authorisations The Subcontractor must comply with, and give all notices (including providing copies to Lend Lease, upon request) required by, all Statutory Requirements and any Legislative Requirement. The Subcontractor must pay all fees and charges legally demandable or required in accordance with all Statutory Requirements and provide all notices to Lend Lease, as requested under Clause The Subcontract Sum will be adjusted by the amount of any increase in fees or charges under Clause 13.1, which occurs after the date of the Subcontract and is paid by the Subcontractor. The Subcontractor shall carry out and complete the Works so that they comply with all Legislative Requirements Compliance with industrial requirements Prior to commencing work on the Site, the Subcontractor must make itself aware of all Statutory Requirements relating to industrial matters, which may apply to the Works or the Site, including all relevant enterprise agreements, codes of practice and implementation guidelines. Without limiting Clause 13.1, the Subcontractor must ensure that its personnel comply with: those matters referred to in Clause 13.2; and Schedule I: Industrial Requirements, unless otherwise agreed, in writing, with Lend Lease Environment, Health and Safety (EH&S) Requirements The Subcontractor must comply with Schedule H: Environment, Health and Safety (EH&S) Requirements and the Global Minimum Requirements (GMRs), unless otherwise agreed, in writing, with Lend Lease Greenhouse and energy reporting The Subcontractor must record, and make available for inspection by Lend Lease or its nominee, upon request, all data and information in relation to greenhouse gas emissions, energy production and energy consumption, to enable any controlling corporation of Lend Lease to comply with the National Greenhouse Energy Reporting Act The Subcontractor must provide the following documentation to Lend Lease with each payment claim: a report in the form of Schedule L: Greenhouse and Energy Reporting Monthly Report, or such other form as nominated by Lend Lease, from time to time, completed by an authorised employee of the Subcontractor; and copies of all supporting invoices, dockets, receipt records and other information Schedule J: National Code of Practice Requirements The Subcontractor must comply with Schedule J: National Code of Practice Requirements, unless stated otherwise in the Appendix. Page 26 of 54

27 13.6 Schedule of Sustainability Requirements The Subcontractor must comply with the Schedule of Sustainability Requirements, unless indicated otherwise in the Appendix. 14 INSURANCES AND LIABILITY 14.1 Subcontractor insurances The Subcontractor must effect and maintain the insurances stated the Appendix in a form acceptable to Lend Lease, acting reasonably. The Subcontractor must provide certificates of currency for each policy of insurance required to be effected under the Subcontract, when requested by Lend Lease. The Subcontractor must effect; public/product liability insurance; and workers compensation insurance, required under the Subcontract, by the date of the Subcontract or the commencement of the Works (whichever occurs first). Such insurance must be maintained until the expiry of the Defects Liability Period, or the last Defects Liability Period (if more than one), or the completion of the making good of Defects (whichever occurs last). The Subcontractor must effect any plant and equipment insurance required under the Subcontract, by the date of the Subcontract or the commencement of the Works (whichever occurs first), and such insurance must be maintained until the Date of Substantial Completion. The Subcontractor must effect and maintain motor vehicle insurance: for compulsory third party insurance risk for all registrable vehicles; and for an amount not less than $20 million for any damage to third party plant or vehicles (registered or unregistered) used in respect of the performance of the Project from the date of the Subcontract until the completion of the making good of Defects. (e) (f) (g) The Subcontractor must effect any professional indemnity insurance required under the Subcontract before the Subcontractor commences professional duties (whether in respect of design, specification, supervision or otherwise) and such insurance must be maintained for a period of not less than 6 years after the expiry of the Defects Liability Period, or the last Defects Liability Period (if more than one). The Subcontractor must provide a copy of any asbestos and hazardous man made fibre insurance required under the Subcontract (if applicable) prior to commencement of the Works on the Site. In relation to any subcontractor approved by Lend Lease, the Subcontractor must ensure that the policies stated in the Appendix are effected by the date of the Subcontract or the commencement of the Works (whichever occurs first) and maintained until the expiry of the Defects Liability Period, or the last Defects Liability Period (if more than one), or the completion of the making good of Defects (whichever occurs last), and with respect to any professional indemnity insurance, for a period of not less than 6 years after the expiry of the Defects Liability Period, or the last Defects Liability Period (if more than one) Works insurance Lend Lease must effect and maintain (or ensure that the Client effects and maintains) Works insurance in respect of loss or destruction of, or damage to, the Project (excluding the Subcontractor s tools and equipment) and unfixed Materials anywhere in Australia (including Page 27 of 54

28 while in transit), subject to the terms of the policy. The Works insurance policy must note the interests of Lend Lease, the Client and all subcontractors. Works insurance must be effective by the commencement of the Project on Site until the Date of Practical Completion of the Project. Lend Lease policies are renewed annually and deductibles or excesses are subject to change, without notice. Information about deductibles or excesses is available, upon request from the Subcontractor. Lend Lease assumes no liability for increases in deductibles or excesses. The Subcontractor must bear any amount which is not recovered by Lend Lease on a claim made by Lend Lease on behalf of the Subcontractor in relation to the Works, including any deductible or excess which is paid, or payable, by Lend Lease under any insurance policy Subcontractor indemnity The Subcontractor indemnifies Lend Lease against all Losses which Lend Lease suffers, or is liable for, arising out of, or in connection with, an act or omission of the Subcontractor, the Subcontractor s personnel or their visitors. The Subcontractor s liability under this Clause 14.3 includes, in circumstances where the Subcontractor has breached the Subcontract: Losses arising as a consequence of Lend Lease becoming liable to pay any additional amount or damages (liquidated or otherwise) under the Head Contract. The Subcontractor acknowledges that the rate of liquidated damages payable by Lend Lease under the Head Contract is stated in the Appendix; and any payment by Lend Lease to a third party, in circumstances where Lend Lease is not legally obliged to make such payment, including where a clause similar to Clause 22.9 (or similar in effect) exists in an agreement with such third party, but Lend Lease, in its sole discretion, elects to not rely on that clause. The indemnity under Clause 14.3 will be reduced: proportionally, to the extent that such Losses are caused by a breach of the Subcontract by Lend Lease or the negligence of Lend Lease; or where the relevant act or omission has delayed completion of the Works, or part thereof, by the amount of liquidated damages paid by the Subcontractor to Lend Lease under Clause 22.8, to the extent such payments have made good the Losses for which Lend Lease has suffered or is liable Notification of claims The Subcontractor must promptly inform Lend Lease, the Client and the BDA in writing, of any occurrence that may give rise to a claim under a policy of insurance required to be effected by the Subcontractor (or a policy of insurance under which the Subcontractor is entitled to indemnity) under the Subcontract, which relates to, or is in any way connected with, the Works or the Project. The Subcontractor must keep Lend Lease informed of subsequent developments concerning the claim Proportionate liability To the maximum extent permitted by law, the operation of the Proportionate Liability Legislation is excluded in relation to rights, obligations and liabilities under the Subcontract, whether such rights obligations or liabilities are sought to be enforced as a breach of contract or claim in tort (including negligence), in equity, under statute, or otherwise at law Lend Lease GMRs Lend Lease is committed to eliminate injuries and incidents on Site through the application of the Page 28 of 54

29 Lend Lease GMRs. The Subcontractor undertakes to ensure that the Lend Lease GMRs will be applied as the minimum standards which the Subcontractor, its consultants and subcontractors must comply with on the Site during the carrying out of the Works. 15 S ITE 15.1 Access and use of Site Subject to restrictions or obstructions on access to the Site: referred to in the Appendix or elsewhere in the Subcontract; advised by Lend Lease, from time to time; or arising out of the matters referred to in Clause 15.8, the Subcontractor will be entitled to access so much of the Site as is necessary to enable the Subcontractor to carry out the Works. Any delay by Lend Lease in providing access to the Subcontractor will not be a breach of the Subcontract Other properties Where the Works are to be executed upon, or in respect of, land, buildings or places other than those made available to Lend Lease by the Client for the purposes of the Head Contract: Lend Lease must obtain the appropriate permission, which may be subject to conditions as to working space, periods of time, working hours or otherwise; and the Subcontractor must comply with all conditions attached to the permission and must promptly make good any damage caused to the land, buildings, or places other than those made available to Lend Lease by the Client (as applicable). The Subcontractor must make all necessary arrangements for the use of, access to, or over, land, buildings or other places which it may require for a purpose other than executing work in accordance with Clause The Subcontractor must: (iii) (iv) ensure that the execution of the Works does not cause a nuisance or undue disturbance (including noise disturbance); in the execution of the Works, do all things reasonably necessary to minimise disruption, interference and inconvenience to users of any existing improvements on or adjacent to the Site; ensure that its personnel do not engage in any offensive behaviour towards any employee or representative of Lend Lease, the Client, their subcontractors and suppliers, or any member of the public, while present on the Site; and comply with any conditions as to the use of the Site, as communicated by Lend Lease or stated in the Subcontract. Lend Lease will not be liable for any Losses suffered by the Subcontractor as a result of complying with this Clause Utilities The Subcontractor must confirm and liaise, as necessary, with all relevant Authorities and must identify, physically locate and mark, all Utilities on the Site, which may be affected by the Works. The Subcontractor must not disconnect a Utility or interrupt the operation of a Utility, Page 29 of 54

30 without the prior written approval of Lend Lease. Lend Lease is not required to give approval (or otherwise) to the Subcontractor less than 3 Business Days after a written request from the Subcontractor. The Subcontractor must notify Lend Lease, in writing, immediately of any damage to any Utility on the Site or on other properties, which are caused, or contributed to, by an act or omission of the Subcontractor s personnel or their visitors Working hours The Subcontractor must only carry out work on the Site on the days and within the hours specified in the Appendix, or such other hours as Lend Lease may instruct, from time to time Noise In the course of carrying out and completing the Works the Subcontractor shall prevent nuisance and unreasonable noise, dust and disturbance Cleaning The Subcontractor must keep its workplace tidy as the Works proceed (including cleaning the Site offices and sheds used by the Subcontractor each day) and comply with Lend Lease's requirements in relation to cleaning and rubbish disposal Access to Works and workshops The Subcontractor must ensure that Lend Lease, its representatives, and representatives of the Client, are allowed access, at all reasonable times, to the Works and to the Subcontractor's workshops and other places where Materials intended for the Works are being fabricated, stored, or kept. The Subcontractor acknowledges that Lend Lease, under the Head Contract, is required to permit an accountant or auditor on behalf of the Client from time to time during ordinary business hours and upon reasonably notice to inspect and verify all records maintained by Lend Lease for the purposes of this Subcontract. The Subcontractor and its servants, agents and subcontractors shall give reasonable assistance to any person authorised to undertake such an audit or inspection Cooperation The Subcontractor: acknowledges that other subcontractors and persons will be working on the Site concurrently with, and in close proximity to, the Subcontractor; must cooperate with Lend Lease and other subcontractors and persons on the Site, at all times, so as to allow the Project to proceed expeditiously; acknowledges that the requirements of other subcontractors may, from time to time, prevent the Subcontractor from gaining access in accordance with Clause 15.1; and is not entitled to Claim any Losses from or against Lend Lease, arising out of any delay or disruption suffered, due the requirements of other subcontractors on the Site Making good The Subcontractor must: replace protection or temporary coverings provided by others, which are removed by the Subcontractor during the course of the Works; and Page 30 of 54

31 make good damage it causes to property, including property of third parties, whether on or off the Site, within a reasonable time of the damage occurring. If the Subcontractor fails to make good the damage within a reasonable time, the Subcontractor will be liable for Losses suffered by Lend Lease in making good the damage on behalf of the Subcontractor Removal of personnel If instructed by Lend Lease, the Subcontractor must promptly remove from the Site any of the Subcontractor s personnel and ensure that those persons do not return to the Site, without the prior written approval of Lend Lease. The Subcontractor will be responsible for all costs associated with removal and replacement of those persons Access for the Client and the BDA Lend Lease, the Client, the Client's employees as well as agents and representatives of the BDA may at any time after reasonable notice to the Subcontractor have access to any part of the Site for any purpose. The Subcontractor shall permit the execution of work on the Site by persons engaged by Lend Lease, the Client or the BDA on the condition that such persons comply with any reasonable direction of the Subcontractor and shall cooperate with them and coordinate the Works with their work. If requested by the Subcontractor, Lend Lease shall provide to the Subcontractor the names of the persons so engaged. The Subcontractor shall at all reasonable times after reasonable notice give Lend Lease and other persons authorized in writing by Lend Lease access to the Site or the Works at any place where the Works are being carried out or materials are being prepared or stored Pedestrian Walkway Notwithstanding any other provision of this Subcontract, the Subcontractor acknowledges that should access be required to the foreshore pedestrian walkway along the western edge of Barangaroo adjacent to the Site (Pedestrian Walkway) to carry out any part of the Works, the Subcontractor must obtain the prior written consent of Lend Lease, which consent shall not be unreasonably withheld. Where access is required, the Subcontractor must nominate the section of the Pedestrian Walkway it requires access. The Subcontractor acknowledges that such access will be temporary only, and may be granted with conditions. 16 MATERIALS AND WORKS 16.1 Quality of Materials and work The Subcontractor must carry out and complete its obligations under the Subcontract so that the Works, when completed, will: be suitable in all respects for their intended purposes; and comply with the requirements of the Subcontract. In addition to any other warranty, the Subcontractor must ensure that all Materials, workmanship and methods of construction used by the Subcontractor are suitable in all respects for their intended purposes. The Subcontractor must ensure that all Materials are new and of suitable quality, and all workmanship is proper and tradesman like. The Subcontractor must execute and complete the Works in accordance with: Annexure E: Specification and Annexure A: Scope of Work; any Variations or directions instructed by Lend Lease; Page 31 of 54

32 (iii) (iv) any design documents provided to the Subcontractor by Lend Lease, or prepared by the Subcontractor for the purposes of the Works and approved by Lend Lease; and all other requirements of the Subcontract Warranties The Subcontractor must: (iii) ensure that all warranties required to be provided under the Subcontract are in a form approved by Lend Lease; ensure that the benefit of each warranty required to be provided under the Subcontract is capable of assignment to Lend Lease, the Client, the BDA their assigns, or any of them; and assign the benefit of each warranty to Lend Lease, the Client, the BDA their assigns, or any of them, as directed by Lend Lease. On or before the date of the Subcontract, the Subcontractor must provide to Lend Lease Schedule A: Subcontractor s Warranty, duly executed on behalf of the Subcontractor. Prior to the date stated in the Appendix, the Subcontractor must provide to Lend Lease Schedule B: Supplier Warranty, duly executed from each of the Subcontractor s suppliers of the items stated in the Appendix Quality Management System (e) (f) (g) The Subcontractor must comply with the Quality Management System developed in accordance with the requirements stated in the Appendix. The Quality Management System must contain established processes for managing the completion of the Works that are documented, reviewed, audited and monitored, and provide for self improvement. The Quality Management System must be supported and endorsed by senior management of the Subcontractor. The Subcontractor must not commence the Works without written approval of the Quality Management System by Lend Lease. The Quality Management System and any supporting documentation may be audited by Lend Lease at any time during the course of, and after completion of, the Works. The Subcontractor must cooperate with Lend Lease and provide reasonable access to all documentation, as required. The Subcontractor must ensure that its Quality Management System is applied to all parts of the Works, including those parts which are provided by consultants, subcontractors and suppliers to the Subcontractor. The Quality Management System must require that all testing and measuring equipment be regularly checked for accuracy. Records of calibration certificates are to be kept on the Site. The Subcontractor must ensure that planned and documented quality audits are carried out on all aspects of the Quality Management System and any Quality Management System adopted by the Subcontractor s consultants, suppliers and subcontractors Covering up of work The Subcontractor must not cover up, or put out of view, work: requiring an approval by an Authority; or affecting: Page 32 of 54

33 (iii) (iv) (v) fire rating; sound attenuation; waterproofing; structural soundness; or any other matters required pursuant to the Subcontract; or which Lend Lease instructs the Subcontractor not to cover up or put out of view, without the prior written approval of Lend Lease Testing and samples The Subcontractor must: provide samples of Materials or items to be incorporated into the Works to Lend Lease; open up for inspection any work covered up; or arrange for (or carry out) testing of Materials (whether fixed or unfixed) or executed work, by the dates specified in the Subcontractor s Programme, or as required by Lend Lease. The Subcontractor must assist Lend Lease with testing, as required, and must make good any damage caused to the Works or the Project, which may result Costs of testing The reasonable costs of opening up or testing (together with the costs of making good any damage) necessarily incurred by the Subcontractor and approved by Lend Lease, will be added to the Subcontract Sum, unless the opening up or testing: is consequent upon, or reveals a failure of, the Subcontractor to comply with a requirement of the Subcontract; or is a requirement of Annexure A: Scope of Work or Annexure E: Specification Defects At any time prior to the expiry of a Defects Liability Period, Lend Lease may, by written notice, instruct the Subcontractor to rectify a Defect, including removing material from the Site, demolishing, redesigning or replacing work, or not delivering materials to the Site. The notice may also specify the date by which the Defect must be rectified. Lend Lease may issue a notice under this Clause 16.7 despite having previously issued a similar notice in respect of the same design, work or Materials. The Subcontractor must promptly make available sufficient Materials and personnel to comply with the instructions given by Lend Lease under Clause 16.7, without delay to the progress of the Works. If the Subcontractor fails to comply with an instruction under Clause 16.7 or promptly rectify a Defect by the date specified, Lend Lease may carry out or complete the instruction and any Losses suffered by Lend Lease will be monies due from the Subcontractor to Lend Lease. Lend Lease may, by written notice, accept work containing Defects which have not been rectified, whereupon there will be a deemed Variation. Page 33 of 54

34 16.8 Maintenance and protection Until the date stated in the Appendix, the Subcontractor must maintain and protect the Works, including Materials supplied to the Subcontractor by Lend Lease. If a part of the Project is taken over by the Client before Substantial Completion, this Clause 16.8 will continue to apply to the remainder of the Works Work and Materials by Lend Lease or others If under the Subcontract Lend Lease must supply Materials to the Subcontractor for fixing or installation in the Works, the Subcontractor must take delivery of those Materials at the location advised by Lend Lease and will be responsible for their safe storage. The Subcontractor must use the Materials in a manner which will result in the minimum level of wastage and must return to Lend Lease all Materials which are not required for the Works. Within 10 days of Lend Lease notifying the Subcontractor of the quantity, nature and quality of Materials to be supplied, the Subcontractor must advise Lend Lease, by written notice, whether the Materials will enable the Subcontractor to comply with its obligations under the Subcontract. If the Subcontractor notifies Lend Lease that the Materials will not enable it to comply with its obligations under the Subcontract, Lend Lease must issue instructions in relation to any deficiencies in the Materials. If a part of the Works will be affected by work performed, or Materials supplied by others, (including Lend Lease and its subcontractors) the Subcontractor must: inspect the work or Materials prior to commencing the affected part of the Works; and advise Lend Lease, in writing if any aspect of the work or Materials will prevent the Subcontractor from complying with its obligations under the Subcontract. (e) If the Subcontractor: does not notify Lend Lease, as required by Clause 16.9 or Clause 16.9; or notifies Lend Lease, as required by Clause 16.9 or Clause 16.9, but fails to advise of any aspect of the work or Materials which would prevent the Subcontractor from complying with its obligations under the Subcontract, which aspect ought reasonably to have been discovered by the Subcontractor and advised to Lend Lease, the work and Materials will be deemed to be sufficient to enable the Subcontractor to comply with its obligations under the Subcontract and the Subcontractor will be liable for all Losses arising out of, or in connection with, making good any such aspect of work or Materials. 17 QUALITY ASSUR ANCE The Subcontractor shall plan, establish and maintain a quality system which conforms to ISO 9000 Series Standards; provide Lend Lease with access to the quality system to enable monitoring and quality auditing; and permit the Client and the BDA to inspect any records relating to the Subcontractor s quality assurance system. Page 34 of 54

35 Any such quality system shall be used only as an aid to achieving compliance with the Subcontract and to document such compliance. Such system shall not relieve the Subcontractor of the responsibility to comply with the Subcontract. 18 FACIL ITIE S 18.1 Facilities by Lend Lease Lend Lease must provide facilities to the Subcontractor to the extent required by Schedule C: Facilities. Lend Lease does not warrant that the facilities or Materials provided by Lend Lease are suitable for the purposes of the Subcontract, or will be available continuously, or at times consistent with the Subcontractor s Programme Facilities by the Subcontractor The Subcontractor must provide all facilities, Materials and other things necessary for the proper execution of the Works, except those which Lend Lease is required to provide, as set out in Schedule C: Facilities. Lend Lease may, with agreement of the Subcontractor, provide any or all of the items referred to in Clause 18.2 and the Subcontract Sum will be reduced by the Subcontractor's allowance stated in Schedule C: Facilities for the item or items provided, or, if no allowance is stated, a reasonable amount, including an amount for overhead and profit, as determined by Lend Lease. 19 PR OGR AMME The Subcontractor must comply with Schedule F: Programming Requirements, unless otherwise agreed, in writing, with Lend Lease. 20 SUB CONTR ACTING If Lend Lease so requests, the Subcontractor must supply to Lend Lease the proposed documentation in a form satisfactory to Lend Lease for that part of the Works the subject of a proposed subcontract (Subcontract Construction Documentation). Lend Lease may comment to the Subcontractor in respect of the Subcontract Construction Documentation and the Subcontractor must incorporate any reasonable requirements of Lend Lease in respect of the Subcontract Construction Documentation. Lend Lease shall not be bound to review or comment upon the proposed Subcontract Construction Documentation or to check for errors, omissions or compliance with this Subcontract. Lend Lease s receipt or review of, or comment on or direction in respect of the Subcontract Construction Documentation or any other documents provided by the Subcontractor shall not relieve the Subcontractor from responsibility for the Subcontractor s obligations in respect of all Works or other requirements under this Subcontract (e) The Subcontractor must examine and analyse all tenders received in respect of each trade package, and: Page 35 of 54

36 (iii) (iv) evaluate the tender, taking into account quality of the recommended subcontractor s works; prepare and retain a detailed written record of the evaluation process undertaken, the basis upon which the recommended tenderer was selected and each step in the recommendation process; enter into a subcontract with a tenderer on the basis of the Subcontract Construction Documentation (after having received any comments from Lend Lease in relation to the Subcontract Construction Documentation); and ensure all subcontracts are not inconsistent with this Subcontract and contain all necessary provisions required by it. (f) (g) The Subcontractor must not, without the prior approval of Lend Lease, allow a subcontractor to assign or subcontract any of the work under a subcontract. When seeking approval pursuant to this clause 16(f), the Subcontractor shall provide Lend Lease such information, which Lend Lease may reasonably request. Lend Lease may in its sole discretion and without giving reasons reject any such request for approval by the Subcontractor. All subcontractors engaged by the Subcontractor must have the necessary suitability, reliability, expertise and financial standing to execute the work being subcontracted. 21 SUSPENSION 21.1 Suspension of the Works Lend Lease may, upon written notice, instruct the Subcontractor to: suspend, for the time Lend Lease thinks fit; or recommence, the performance of part, or all, of the Works Sub-subcontractor suspension and indemnity If a subcontractor to the Subcontractor is entitled to suspend performance of part, or all, of the work which forms part of the Works, Lend Lease may, in its absolute discretion, pay such subcontractor those amounts that are, or may be, owing to the subcontractor from the Subcontractor. Any amount paid by Lend Lease in accordance with this Clause 21.2 will be deemed to be in part satisfaction of Lend Lease s obligation to pay the Subcontractor pursuant to Clause 25.6 and Clause 25.8(f). The Subcontractor indemnifies Lend Lease for, and against, any Losses (including legal costs on a full indemnity basis) suffered or incurred by Lend Lease, arising out of, or in connection with, any suspension by a subcontractor in circumstances referred to in Clause For the purposes of Clause 21.2 a reference to a subcontractor includes to any party engaged by the Subcontractor, its subcontractors or any other party, to carry out work, provide services, or make a supply which forms part of the Works, other than any party engaged by Lend Lease. 22 TIME 22.1 Commencement and Substantial Completion The Subcontractor must commence the Works on the Date for Commencement. Page 36 of 54

37 The Subcontractor must bring the Works, and each Stage (if applicable), to Substantial Completion on or before the Date for Substantial Completion. The Subcontractor will proceed with the work under the Subcontract with due expedition and without delay Substantial Completion The Subcontractor shall give Lend Lease at least 14 days written notice of the date upon which the Subcontractor anticipates that Substantial Completion will be reached. When the Subcontractor is of the opinion that Substantial Completion has been reached, the Subcontractor shall, in writing, request Lend Lease to issue a Certificate of Substantial Completion. Within 14 days after receiving the request, Lend Lease shall give the Subcontractor either a Certificate of Substantial Completion evidencing the Date of Substantial Completion or written reasons for not doing so. If Lend Lease is of the opinion that Substantial Completion has been achieved, Lend Lease may issue a Certificate of Substantial Completion even though no request has been made Claim for extension of time If it appears to the Subcontractor that the progress of the Works (or a part thereof) may be delayed for any reason whatsoever, the Subcontractor must: take all reasonable steps to minimise or avoid the delay and its effects, including reprogramming the Works and reallocating resources; and promptly give written notice to Lend Lease, providing details of: (A) (B) the cause(s) of the delay and the likely effect (if any) on the progress of the Works and the Date for Substantial Completion; and the steps that the Subcontractor has taken, or proposes to take, to minimise the delay and its effects. If the Subcontractor believes that it is entitled to an extension to the Date for Substantial Completion, it must: give written notice to Lend Lease of its intention to claim an extension to the Date for Substantial Completion, not later than the number of days stated in the Appendix after the cause of the delay first arose; and give further written notice to Lend Lease of the period of extension of time claimed not later than one week after the expiration of the period stated in Clause Where it is not practicable to give this notice, the Subcontractor must advise Lend Lease, in writing, on a weekly basis of the likely period of extension of time to be claimed. It is a condition precedent to the Subcontractor s entitlement to any extension of time, that the Subcontractor has: complied with Clause 22.3; (iii) complied with Clause 6 of Schedule F: Programming Requirements; and provided written notice to Lend Lease in accordance with Clause 22.3 prior to commencing work on the Variation, to the extent that an extension of time claimed is caused by the execution of Works which are the subject of a Variation. Page 37 of 54

38 22.4 Entitlement to extension of time If the Subcontractor complies with Clause 22.3 and demonstrates to Lend Lease's satisfaction that: (iii) Substantial Completion will be delayed by an event referred to in the Appendix; to the extent the delay occurs on or before the Date for Substantial Completion, the delay affects activities which are critical to achieving Substantial Completion by the Date for Substantial Completion; and if the delay has more than one cause, each of the causes is an event of the type referred to in Clause 22.4, subject to Clause 22.6, Lend Lease must extend the Date for Substantial Completion by the number of days by which, as a result of the delay, the Subcontractor will be delayed in achieving Substantial Completion. The Subcontractor will have no Claim with respect to, or in connection with, any delay or cause of delay, other than as set out in this Clause Extension of time due to Variation after the Date for Substantial Completion If Lend Lease instructs a Variation after the Date for Substantial Completion which is likely to delay the achievement of Substantial Completion, the Subcontractor must, within 5 days of receipt of the instruction, give Lend Lease written notice of the likely period of delay. Lend Lease must extend the Date for Substantial Completion by the number of days by which Substantial Completion is likely to be delayed as a result of the execution of the Variation Assessment To the extent that a Claim for an extension of time is made by the Subcontractor, which is the subject of an extension of time claim under the Head Contract, Lend Lease will not be obliged to assess the Subcontractor s Claim for an extension of time until the extension of time claim under the Head Contract is determined. Any delay by Lend Lease to award a reasonable extension of time (or otherwise) shall not cause the Date for Substantial Completion to be set at large Lend Lease may extend Lend Lease may, at any time, by notice in writing to the Subcontractor, extend the Date for Substantial Completion, for any reason. This Clause 22.7 is for the benefit of Lend Lease only and Lend Lease may exercise this power in its absolute discretion. Failure by Lend Lease to award an extension of time to the Date for Substantial Completion will not set time at large Liquidated damages If the Subcontractor fails to bring the Works to Substantial Completion by the Date for Substantial Completion, the Subcontractor must pay to Lend Lease, by way of liquidated damages, the amount stated in the Appendix for every day after the Date for Substantial Completion up to and including the earlier of: the Date of Substantial Completion; termination of the Subcontract; or the date upon which Lend Lease takes over the whole of the Works pursuant to Clause 26.2(iv) or Clause 26.2 of the Subcontract. If an extension of time is awarded by Lend Lease after the Subcontractor has paid liquidated damages, or liquidated damages have been set off by Lend Lease against the Subcontractor, Lend Page 38 of 54

39 Lease must promptly repay to the Subcontractor any liquidated damages paid or set off in respect of the period of time for which the extension of time is awarded Sole remedy Subject to Clause 4 and Clause 4 of Schedule F: Programming Requirements, the Subcontractor accepts the risk of all increased costs and other Losses resulting from any delay or disruption in the execution of the Works. The Subcontractor's entitlement to an extension to the Date for Substantial Completion under Clause 22.4 is the Subcontractor's sole remedy for any delay or disruption in the execution of the Works, whether caused by an act or omission of Lend Lease (including any suspension of the Works or change to workings hours directed by Lend Lease under Clause 15.4), a breach of the Subcontract by Lend Lease, negligence or other default of Lend Lease, or howsoever otherwise caused. 23 DE FE CTS LIAB ILITY PE R IODS The Defects Liability Period will commence on the Date of Substantial Completion and expire on the date stated in the Appendix. A Second Defects Liability Period will apply to a Defect notified to the Subcontractor by Lend Lease during the Defects Liability Period: commencing on the date Lend Lease notifies the Subcontractor that the Defect has been made good or completed to the satisfaction of Lend Lease; and expiring at the end of the period stated in the Appendix. During the Defects Liability Period the Subcontractor must ensure that all work is carried out in a manner which does not cause a nuisance or disturbance (including noise disturbance) to any person, and must comply, at its expense, with Lend Lease's reasonable instructions regarding access, hours of work, work methods, dress and tidiness. The Subcontractor must give Lend Lease sufficient notice of its proposed attendance upon the Site so that Lend Lease can provide at least 2 Business Days notice to the occupier of the Site (except in the case of an emergency). 24 VAR IATIONS 24.1 Timing and scope of requests Lend Lease may, upon written notice, instruct a Variation at any time prior to the Date of Practical Completion of the Project and the Subcontractor must promptly comply with that instruction, within the time specified by Lend Lease. There is no limit on the scope of a Variation, which Lend Lease may instruct. Lend Lease may instruct a Variation which decreases or omits any part of the Works for the purposes of having that part of the Works executed by another person. If the Subcontractor considers that a drawing, instruction or direction issued by Lend Lease, although not stated to be a Variation, involves a Variation, the Subcontractor must promptly give written notice to Lend Lease (but in any event no later than 5 Business Days from the issue of such drawing, instruction or direction by Lend Lease and before commencing work in relation to the drawing, instruction or direction). Compliance with this Clause 24.1 will be a condition precedent to any Claim the Subcontractor may have arising out of, or in connection with, the Subcontractor s compliance with such drawing, instruction or direction issued by Lend Lease. Page 39 of 54

40 (e) The Subcontractor will not be entitled to claim any Losses arising out of, or in connection with, a Variation, unless, before commencing work in relation to the Variation, the Subcontractor is in receipt of a written instruction from Lend Lease, entitled Variation Direction Detailed design The Subcontractor acknowledges that detailed design of the Works may be incomplete at the date of the Subcontract or commencement of the Works (whichever occurs first) and that Lend Lease is entitled to issue detailed design documentation to the Subcontractor after that date. The Subcontractor must comply with any such documentation, as if that documentation had been provided at the date of the Subcontract or commencement of the Works (whichever occurs first). The Subcontractor will not be entitled to claim any Losses arising out of, or in connection with, detailed design documentation where: the detailed design documentation is necessary or desirable, or relates to the development of the design intent, which is included in, or inferred from, the Subcontract; or Lend Lease is not entitled to claim those Losses under the Head Contract (other than due to a breach of the Head Contract by Lend Lease) Measurement of Variations As soon as practicable, but in any event not later than the number of days stated in the Appendix, after receipt of a Variation Direction, the Subcontractor must provide Lend Lease with measurements and estimated costs sufficient to enable Lend Lease to value a Variation. Compliance with this Clause 24.3 and Clause 22.3(iii) will be a condition precedent to any Claim by the Subcontractor arising out of, or in connection with, a Variation. If Lend Lease is not satisfied with the measurements provided by the Subcontractor, acting reasonably, it may arrange for further measurements to be obtained, at the Subcontractor s cost, which Lend Lease may use to value the Variation Valuation of Variations Variations will be valued as follows: (iii) (iv) Not used; where the Variation is to a part of the Works to which Annexure C: Rates relates, the prices, rates and amounts set out in Annexure C: Rates will be used; where the Variation involves work, for which a rate is stated in Annexure D: Variation Rates, that rate will be used; and where Clauses 24.4, 24.4 and 24.4(iii) do not apply, or, if in Lend Lease s opinion, the rates set out in Annexure C: Rates or Annexure D: Variation Rates cannot be applied reasonably to the Variation, Lend Lease will determine a fair valuation, and the Subcontract Sum will be increased or decreased by the valuation, as applicable. Notwithstanding Clause 24.4, Lend Lease may instruct the Subcontractor to carry out a Variation as dayworks. Variations which are to be carried out as dayworks will be valued as follows: if the Variation involves work, plant or equipment, for which a rate is stated in the Appendix, that rate will be used; if the Variation involves work, plant or equipment, for which a rate is not stated in the Appendix, Lend Lease will determine a fair rate; and Page 40 of 54

41 (iii) if the Variation involves Materials, the invoiced cost to the Subcontractor (after deducting any trade or other discounts) will be used, together with the percentage stated in the Appendix for overhead and profit (if any). If Lend Lease instructs the Subcontractor to carry out a Variation as dayworks, the Subcontractor must provide its daily record of labour, plant and equipment hours worked and the quantity of Materials used, on the day when the hours are worked and the Materials are used, for Lend Lease s approval. Compliance with this Clause 24.4 will be a condition precedent to any Claim for payment against Lend Lease Lend Lease may carry out If the Subcontractor refuses to carry out a Variation Lend Lease may, without prejudice to any other rights it may have, direct the work to be done by another person and that person may enter upon the Works or the Site for the purpose of carrying out such work. 25 MEASUREMENT, PAYMENT AND ADJUSTMENT OF THE SUBCONTRACT SUM 25.1 Measurement of Works If the whole or any part of the Subcontract Sum is based on Annexure C: Rates, then: unless the parties agree otherwise, the parts of the Works to which Annexure C: Rates applies will be measured, as they proceed, by a representative of Lend Lease and a representative of the Subcontractor. The measurements will be recorded and signed by both parties. If the representatives of Lend Lease and the Subcontractor fail to agree on measurements, the measurements made by the Lend Lease representative will be used to calculate the value of the Works and the amount payable in a payment schedule; and subject to clause 21.1 if the actual quantity of an item of work carried out is greater or less than the quantity shown in Annexure C: Rates by more than the percentage stated in the Appendix: either party may issue a written notice to the other party, identifying: (A) (B) (C) the item of work; the actual quantity of the item of work carried out; and the proposed adjustment to the rate to be applied to the quantity of the item of work which is greater or less than the quantity shown in Annexure C: Rates by more than the percentage stated in the Appendix; and Lend Lease must determine a fair adjustment to the rate to be applied to the quantity of work which is greater or less than the quantity shown in Annexure C: Rates by more than the percentage stated in the Appendix, within a reasonable time of a written notice being issued under Clause Any adjustment in the rate for that item in accordance with clause 21.1, shall be no greater than 10% (either by way of increase or decrease). For the avoidance of doubt, the adjusted rate determined in accordance with clause 21.1 and will only apply to that quantity which is greater or less than the amount stated in the Appendix of the quantity shown in the Schedule of Rates Payment claims The Subcontractor must claim payment from Lend Lease: monthly, on the reference date stated in the Appendix; and Page 41 of 54

42 within the time prescribed by Clause A payment claim must show: the Subcontract value of the Works completed (excluding Variations, but allowing for Variation omissions), valued in accordance with Clauses 25.3 and 25.4; the value of work completed on Variations, valued in accordance with Clause 24.4; (iii) (iv) the total amount determined under Clauses 25.2 and 25.2, less the amount previously paid to the Subcontractor; and any other amounts to which the Subcontractor is then entitled under the Subcontract Valuation of the Works For the purpose of payment claims, the Subcontract value of the Works will be determined as follows: where a priced Bill of Quantities has been approved by Lend Lease, the prices, rates and amounts set out in that priced Bill of Quantities will be used; where Annexure C: Rates applies, the prices, rates and amounts set out in Annexure C: Rates will be used; and where there is no priced Bill of Quantities approved by Lend Lease and no rates in Annexure C: Rates, Lend Lease will determine a fair valuation, having regard to the Subcontract Sum and the extent of the Works completed Payment for unfixed or off-site Materials Where prior written approval has been given by Lend Lease, the Subcontractor may include in its payment claim the Subcontract value of unfixed or off-site Materials intended for the Site, subject to the Subcontractor: providing satisfactory evidence to Lend Lease that the Materials are: (A) (B) (C) (D) (E) (F) (G) in good repair and condition; in the Subcontractor s possession (except where otherwise directed under the Subcontract); not subject to a charge, lien or other matter, which may affect Lend Lease s ownership of the Materials; stored in adequate facilities and kept separate from other Materials; marked in the name of the Project and in the name of Lend Lease or the Client (as Lend Lease directs); paid in full; and insured for their full replacement value in the joint names of the Subcontractor and Lend Lease; and furnishing to Lend Lease an unconditional and irrevocable undertaking provided by a Bank, in a form acceptable to Lend Lease, for an amount equal to the amount claimed by the Subcontractor for the unfixed or off-site Materials. The undertaking will be returned to the Subcontractor after the Materials have been fixed or delivered to the Site, upon request from the Subcontractor. Ownership of the Materials vests immediately in (and remains with) Lend Lease upon the making of payment for the Materials. The Subcontractor must not remove the Materials from Page 42 of 54

43 the Site or other storage place approved by Lend Lease, without the prior written approval of Lend Lease. (e) Upon request from Lend Lease, the Subcontractor must grant (or arrange for the granting of) access to Lend Lease to the places where off-site Materials are stored. The Subcontractor must deliver off-site Materials to the Site in accordance with the Subcontractor s Programme, or by such other date(s) as may be required by Lend Lease. Lend Lease may, upon reasonable notice to the Subcontractor, enter upon premises where Materials are stored and take possession of them Conditions precedent to payment Lend Lease is not obliged to make a payment to the Subcontractor until the Subcontractor has delivered to Lend Lease: (iii) a statutory declaration, completed by an authorised employee of the Subcontractor in the form of Schedule M: Statutory Declaration; a Statement of Building Compliance in the form required by the attached Pro Forma Statement of Building Compliance relating to work performed up to and including the date to which the payment claim relates; written evidence that all insurances required to be effected under the Subcontract and maintained by the Subcontractor, have been effected and maintained to the satisfaction of Lend Lease; (iv) the executed warranties referred to in Clause 16.2; (v) details of the Subcontractor s quality, industrial, environmental, health and safety systems, policies and agreements, as required by Lend Lease; (vi) information required under Clauses 6.5, 6.6, 6.7 and 13.4; (vii) (viii) (ix) if the Works are being carried out in New South Wales, a completed statement in the form of Schedule K: Subcontractor s Statement; and the security required by Clause 4.1; and if the payment claim is the final payment claim under Clause 25.8, an executed deed of release in the form of Schedule N: Deed of Release. Without limitation to Clause 25.5, Lend Lease is not obliged to make a payment to the Subcontractor if at the date of the claim the Subcontractor has not complied with Clause Payment schedule and payment Within 10 Business Days of receipt of a payment claim (including the Final Statement under Clause 25.8) issued on the reference date stated in the Appendix, Lend Lease must assess the claim and issue a payment schedule to the Subcontractor, which identifies the payment claim to which the payment schedule relates and sets out: subject to Clause 4, the amount of retention monies to be deducted at the rate and to the limit referred to in the Appendix; any amounts otherwise due under the Subcontract from; (A) Lend Lease to the Subcontractor; and (B) the Subcontractor to Lend Lease, including under Clause 16.7; Page 43 of 54

44 (iii) (iv) (v) any amount Lend Lease is otherwise entitled to retain, deduct, withhold or set off from or against the Subcontractor, including under Clause 22.8; the amount (if any) which Lend Lease proposes to pay to the Subcontractor; and if the amount in Clause 25.6(iv) is less than the amount claimed in the payment claim, the reasons why, including why Lend Lease has retained, deducted, withheld or set off any amounts from or against the Subcontractor (as applicable). (e) (f) The amount referred to in the payment schedule in respect of Clause 25.6(iv) is the amount of a progress payment under the SOP Legislation, calculated in accordance with the Subcontract Conditions. Lend Lease must issue a recipient created tax invoice for the amount certified under Clause 25.6(iv). The Subcontractor must not issue a tax invoice to Lend Lease. Subject to Clause 25.5, Lend Lease must pay to the Subcontractor the amount referred to in Clause 25.6(iv) on the date stated in the Appendix. Where under any payment schedule or Final Certificate an amount is due from the Subcontractor to Lend Lease, the Subcontractor must pay to Lend Lease that amount within 10 Business Days of the payment schedule or Final Certificate being issued. All payments other than the final payment will be deemed to be on account only. Any payment (final or otherwise) will not be evidence of the value of any part or parts of the Works, or an admission that any work has been executed satisfactorily by the Subcontractor on behalf of Lend Lease Payments to Subcontractor s subcontractors If Lend Lease believes, in its bona fide opinion, that the Subcontractor has not paid all amounts, owing or allegedly owing, to (or on behalf of) its employees, subcontractors or suppliers, Lend Lease may give written notice to the Subcontractor of its opinion. If the Subcontractor fails to satisfy Lend Lease (within any period specified by Lend Lease in the notice), in its absolute discretion, that all amounts have been paid: Lend Lease may pay the amount(s) (or part thereof) to the Subcontractor s employees, subcontractors or suppliers directly, on behalf of the Subcontractor (however, is under no obligation to do so); and the amount(s) paid in accordance with Clause 25.7, will be deemed to be part satisfaction of Lend Lease s obligation to pay the Subcontractor under Clause 25.6 and Clause 25.8(f) Final Statement, Final Certificate, Deed of Release Within 20 days after the Date of Substantial Completion, the Subcontractor must submit to Lend Lease its final payment claim and a Final Statement. Within 10 Business Days of receipt by Lend Lease of the Final Statement, Lend Lease must issue a Final Certificate to the Subcontractor. If the Subcontractor fails to issue a Final Statement to Lend Lease in accordance with Clause 25.8, Lend Lease may issue a Final Certificate to the Subcontractor at any time. In addition to satisfying the requirements of Clause 25.6 to Clause 25.6(v), Lend Lease must set out in the Final Certificate, the amount which is due from Lend Lease to the Subcontractor, or from the Subcontractor to Lend Lease, arising out of, or in connection with, the subject matter of the Subcontract. The Final Certificate will only be evidence of an amount due by Lend Lease to the Subcontractor and will not otherwise relieve the Subcontractor of any liability under, or in connection with, the Works or the Subcontract. Page 44 of 54

45 (e) (f) (g) Within 10 Business Days after receipt by the Subcontractor of the Final Certificate, the Subcontractor must execute and return Schedule N: Deed of Release to Lend Lease. If Lend Lease determines that an amount is due to the Subcontractor, Lend Lease must pay that amount within 10 Business Days after Lend Lease receives Schedule N: Deed of Release from the Subcontractor in accordance with Clause 25.8(e). The only reference date under the Subcontract after the Date of Substantial Completion is the day being 20 days after the Date of Substantial Completion, provided that this Clause 25.8 will not prevent the Subcontractor from its entitlements under Clause Release of Claims The parties acknowledge that, whether or not the Subcontractor executes and returns Schedule N: Deed of Release to Lend Lease in accordance with Clause 25.8(e), upon the expiry of 15 Business Days after the issue of the Final Certificate, the Subcontractor releases Lend Lease, to the extent permitted by law, from any Claim except for: any claim for payment of the amount shown in the Final Certificate in accordance with the Subcontract; any claim for release of retention monies or security, which falls due for release after the date of the Final Certificate; and any Claim which is then the subject of a Dispute, notified to Lend Lease in accordance with Clause 28, expert determination, litigation or other proceeding that is not otherwise time barred. Lend Lease may rely upon the release provided under this Clause 25.9 as an absolute defence to any claim brought by the Subcontractor, subject to the exceptions outlined in Clause 25.9 to Clause Set off Lend Lease may: deduct from, or set off against, any amounts due to the Subcontractor under the Subcontract or otherwise at law in respect of the Works, or under any other agreement (whether in relation to the Project or otherwise); or have recourse to any retention monies or security provided by the Subcontractor under the Subcontract, or provided by the Subcontractor under any other agreement (whether in relation to the Project or otherwise), for Losses which: (e) the Subcontractor is liable to pay under the Subcontract; or Lend Lease believes, in its bona fide opinion, that it has suffered, or is likely to suffer, as a result of a breach of the Subcontract by the Subcontractor, or any negligent act or omission by the Subcontractor s personnel, or their visitors; and the Subcontractor is required to pay to Lend Lease (or is likely to be required to pay to Lend Lease, in Lend Lease s bona fide opinion) arising out of, or in connection with, the Subcontract, or any other agreement (whether in relation to the Project or otherwise) Inspection of Subcontractor s records Upon request from Lend Lease, the Subcontractor must make available for inspection by Lend Lease (or its nominee), all records and other documents in its possession, including payroll and taxation records, to allow Lend Lease to ascertain: Page 45 of 54

46 (iii) (iv) whether the Subcontractor has complied with its obligations under the Subcontract; whether the Subcontractor has paid all relevant taxes, duties or other statutory fees and charges; whether the Subcontractor has made payments to its subcontractors and suppliers (whether in relation to the Works or otherwise) in accordance with the conditions of relevant subcontracts and supply agreements; and the solvency (or otherwise) of the Subcontractor. The Subcontractor must ensure that where Lend Lease, or any auditor or nominee appointed by Lend Lease, is entitled to access any Protected Information or Personal Information under this Clause 25.11, or any other provision of the Subcontract, relating to any: (iii) employees; subcontractors; or agents, of the Subcontractor, or any of its subcontractors or their agents, that notifications have been provided to, and consents have been obtained from, the relevant individual in accordance with the Privacy Act 1988 (Cth) and any other applicable Statutory Requirements dealing with privacy, to enable Lend Lease, and any auditor or nominee appointed by Lend Lease, to inspect, collect, use and retain such information in their records. The Subcontractor indemnifies Lend Lease against any Losses suffered or incurred by Lend Lease arising out of, or in connection with, a breach of the obligations of the Subcontractor under this Clause TE R MINATION 26.1 Preservation of other rights If a party breaches or repudiates the Subcontract, nothing in this Clause 26 will prejudice the right of the other party to recover damages, or exercise any other right or remedy Default by the Subcontractor If the Subcontractor defaults in one or more of the following respects: (iii) (iv) (v) (vi) (vii) fails to effect or maintain insurance required under the Subcontract; wholly or partly suspends the Works, without reasonable cause; fails to proceed with the Works regularly or diligently; fails to proceed with the Works in a competent manner; fails to comply, or unreasonably delays in complying, with a written direction given by Lend Lease; fails to proceed with the Works in accordance with Schedule F: Programming Requirements; or fails to carry out the Works or any part of the Works in accordance with the requirements of the Subcontract, Lend Lease may issue the Subcontractor a notice specifying the default. If within 3 days after receipt of a notice under Clause 26.2 the Subcontractor fails to: Page 46 of 54

47 rectify the default; or in the event of a default under Clause 26.2(vi) or Clause 26.2(vii), fails to satisfy Lend Lease that Lend Lease should not exercise its rights under this Clause 26.2, Lend Lease may, upon written notice to the Subcontractor: (iii) (iv) terminate the Subcontract; or take over the Works (or any part of the Works) to be completed and suspend payment in respect of any such Works taken over. If the Subcontractor defaults in one or more of the respects outlined in Clause 26.2 and Lend Lease has previously issued a notice to the Subcontractor under Clause 26.2, Lend Lease may, by written notice to the Subcontractor: terminate the Subcontract; or take over the Works (or any part of the Works) to be completed and suspend payment in respect of any such Works taken over Insolvency If the Subcontractor: (e) (f) (g) (h) (j) (k) (l) stops or suspends payment of its debts, or if Lend Lease suspects, on reasonable grounds, that the Subcontractor is unable to pay its debts as they fall due; ceases, or threatens to cease, carrying on its business; commits an act of bankruptcy, becomes the subject of a bankruptcy petition, or is declared bankrupt; calls a meeting of creditors, or the Subcontractor proposes to enter into a composition or scheme of arrangement for the benefit of its creditors (except for the purposes of reconstruction to which Lend Lease has consented); has a mortgagee seek to exercise a right of possession, management or control over the whole or a part of the Subcontractor's property; has execution or other processes levied against it by creditors; fails to comply with a statutory demand (within the meaning of Section 459F(1) of the Corporations Act 2001 (Cth)); has a winding up order made against it or (except for the purposes of reconstruction to which Lend Lease has consented) passes, or attempts to pass, a resolution for winding up; takes, or has taken, or instituted against it, an action or proceedings, whether voluntary or compulsory, which has the object of, or which may result in, the winding up of the Subcontractor (except for the purposes of reconstruction to which Lend Lease has consented); is a party to the appointment of, or has an Official Manager, Receiver, Receiver and Manager, Trustee, Administrator, Liquidator, Provisional Liquidator or other Controller (as defined in the Corporations Act 2001 (Cth)) or similar appointee appointed to the whole, or a part of, its property or undertaking; is the subject of anything analogous, or with a substantially similar effect, to any of the events specified in Clauses 26.3 to Clause 26.3; or provides a statement to Lend Lease under Clause 25.5, which is incorrect or misleading in any respect, makes a representation, or provides any statement or declaration to Lend Page 47 of 54

48 Lease as to any matter connected with the Subcontractor s financial status or solvency, which is incorrect or misleading in any respect, Lend Lease may, upon written notice to the Subcontractor, terminate the Subcontract Subcontractor's deregistration or non-compliance with Schedule I: Industrial Requirements, Schedule H: Environment, Health and Safety (EH&S) Requirements or the Global Minimum Requirements. If the Subcontractor: is required to be registered or licensed under legislation for the purposes of, or incidental to the execution of, the Works and the Subcontractor is not registered or licensed, or that registration or licence is cancelled, withdrawn or suspended; or breaches a provision of the Subcontract relating to industrial and environment, health and safety (EH&S) requirements, Lend Lease may, upon written notice to the Subcontractor, terminate the Subcontract Provisions on termination If the Subcontract is terminated under Clauses 26.2, 26.3, 26.4 or 26.9 (or is deemed terminated), or Lend Lease has terminated the Subcontract due to repudiation by the Subcontractor, without prejudice to any other rights or remedies Lend Lease may have: Lend Lease may employ and pay other persons to carry out and complete the Works and such persons, including Lend Lease, may: (A) (B) (C) enter upon the Site, the Subcontractor's premises, or a place where plant or Materials intended for use in the Works are stored, and take possession of such plant or Materials; use all temporary buildings, tools, plant and Materials intended for delivery to, or placed on, or adjacent to, the Site; and purchase all Materials and do all other acts and things necessary for the carrying out and completion of the Works, in accordance with the Subcontract; (iii) (iv) (v) subject to Clause 26.5, the Subcontractor must not, and must ensure that the Subcontractor s personnel do not, remove plant, Materials, tools or temporary buildings from the Site, the Subcontractor's premises or a place where they are located or stored; the Subcontractor must assign to Lend Lease the benefit of any agreements for the hire or supply of plant or Materials, or for the execution of work under the Subcontract, if and when requested by Lend Lease. Lend Lease may pay the hirer, supplier or subcontractor, if payment has not been made by the Subcontractor. Any amount paid by Lend Lease on behalf of the Subcontractor in accordance with this Clause 26.5(iii) will be a debt due from the Subcontractor to Lend Lease and Lend Lease may set off such amount from any payments due to the Subcontractor; until the Works under the Subcontract, including Variations, have been completed and all Defects have been rectified, Lend Lease will not be obliged, whether by a provision of the Subcontract or otherwise, to make a payment to the Subcontractor or release any security held by Lend Lease under Clause 4.2; and the Subcontractor shall deliver to Lend Lease all items in which any Intellectual Property has vested in Lend Lease, the Client or the BDA (or would have vested in Lend Lease, the Client or the BDA if the Subcontract was not terminated) within 5 Business Days of termination; and Page 48 of 54

49 (vi) the Subcontractor indemnifies Lend Lease against all Losses suffered or incurred by Lend Lease arising out, of or connected with, such termination. If the Subcontract is terminated under Clauses 26.7 or Clause 26.8 (or is deemed terminated), the Subcontractor may only make one payment claim after the termination of the Subcontract, which must be submitted to Lend Lease within 20 days of the date of termination of the Subcontract. If the Subcontract is terminated for any reason, the Subcontractor must, if requested by Lend Lease, remove from the Site all or part of its temporary buildings, tools, plant and Materials and leave the Site free of rubbish and debris, within the time prescribed. If the Subcontractor fails to comply with Lend Lease s request under this Clause 26.5, Lend Lease may notify the Subcontractor, in writing, of its intention to sell or remove any of the Subcontractor s property and to hold the proceeds to the credit of the Subcontractor, after deducting all Losses suffered or incurred by Lend Lease, together with the amount of any other Claims Lend Lease may have against the Subcontractor. This Clause 26.5 survives termination of the Subcontract Works taken out of the hands of the Subcontractor If Lend Lease takes over the Works (or any part of the Works) in accordance with Clause 26.2(iv) or Clause 26.2: (iii) (iv) (v) (vi) the Subcontractor will be obliged to complete any parts of the Works not taken over by Lend Lease, in accordance with the requirements of the Subcontract; Lend Lease may complete those Works taken over; the Subcontractor will not be entitled to any payment in respect of those Works taken over, including any payment for overhead and profit in respect of those Works; Lend Lease may use such of the Material on, or in the vicinity of, the Site, as were used, intended, or proposed to be used by the Subcontractor for the purposes of completing those Works taken over, without payment or compensation to the Subcontractor; Lend Lease will keep records of the costs incurred by Lend Lease in completing the Works taken over; and upon completion of the Works, Lend Lease must calculate the costs of completing the Works, including all Losses incurred by Lend Lease, and notify the Subcontractor of Lend Lease s assessment. If the amount referred to in Clause 26.6(vi) is greater than the amount that would have been paid to the Subcontractor under the Subcontract in respect of those works, the difference will be a debt due and payable by the Subcontractor to Lend Lease Termination of the Head Contract If the Head Contract is terminated for any reason, Lend Lease may, by written notice to the Subcontractor: (iii) terminate the Subcontract; or novate the Subcontract to the Client or the Client s nominee, on the terms in Schedule O: Deed of Novation, or on such other terms reasonably required by Lend Lease or the Client. novate the Subcontract on the terms in the Pro Forma Deed of Novation or on terms reasonably required by Lend Lease to the BDA, the BDA s nominee, the Client or the Client s nominee. The Subcontractor hereby appoints Lend Lease to act as its Page 49 of 54

50 attorney to execute all documents and take all other steps necessary to give effect to any such novation. Subject to Clause and Clause 26.7, if the Subcontract is terminated pursuant to Clause 26.7, the liability of Lend Lease in respect of any Claim by the Subcontractor arising out of, or in connection with, such termination, will be limited to: (iii) the unpaid value of Works completed in accordance with the Subcontract immediately prior to termination (calculated in accordance with Clause 25.3); the cost of Materials, properly ordered and intended for incorporation in the Works, for which the Subcontractor has paid, or is legally bound to pay, and ownership of such Materials will pass to Lend Lease upon payment by Lend Lease; and the reasonable cost of removal from the Site of the Subcontractor's tools, temporary buildings, plant and Materials (provided that the Subcontractor has taken reasonable steps to mitigate such costs). Lend Lease s liability to the Subcontractor under Clause 26.7 is limited to the extent Lend Lease is entitled to be paid corresponding amounts by the Client under the Head Contract (whether or not such amounts are actually paid to Lend Lease). Provided, however, that if the Head Contract is terminated due to an act or omission of the Subcontractor, the Subcontract will be deemed terminated under Clause 26.2(iii). Lend Lease will not be obliged to make any payment to the Subcontractor until the Subcontractor has complied with Clause Termination for convenience Lend Lease may, upon 5 Business Days written notice to the Subcontractor, terminate the Subcontract at any time. Subject to Clause 25.10, if the Subcontract is terminated in accordance with this Clause 26.8, the liability of Lend Lease in respect of any Claim by the Subcontractor arising out of, or in connection with, such termination, will be limited to those amounts under Clause 26.7 to Clause 26.7(iii). If the Subcontract is terminated in accordance with Clause 22.8 the Subcontractor hereby releases, discharges and forever holds Lend Lease harmless from all claims, causes of action, suits, proceedings and demands of whatsoever nature, whether in contract, tort (including negligence), equity, at common law or by statute or however arising which the Subcontractor may have, or in the future may have against Lend Lease for any amounts other than those amounts under Clause 22.7-(iii). Lend Lease will not be obliged to make any payment to the Subcontractor until the Subcontractor has complied with Clause Termination for change in Control If there is change in Control of the Subcontractor, Lend Lease may, in its absolute discretion, terminate the Subcontract by written notice to the Subcontractor. Upon termination of the Subcontract the provisions of Clause 26.5 will apply, as if the termination was effected by Lend Lease pursuant to Clause 26.2(iii). 27 Transition to Lend Lease or another person 27.1 Transition to Lend Lease or another person Upon termination of the Subcontract the Subcontractor must: Page 50 of 54

51 facilitate the smooth transfer of responsibility of the performance of the Works to Lend Lease or Lend Lease s nominee, as the case may be; take no action at any time which is calculated or intended, directly or indirectly, to prejudice or frustrate or make such transfer more difficult; and do all other acts and things reasonably required to enable Lend Lease or Lend Lease s nominee to be in a position to complete the Works Novation of subcontracts Upon termination of the Subcontract the Subcontractor must, promptly, and no later than 10 days after the date of receipt of a notice from Lend Lease requiring the Subcontractor to assign and novate its rights, interests and obligations under any contract, subcontract, consultancy agreement or the like the Subcontractor has entered into in relation to the Works or the Subcontract, execute a deed in a form acceptable to Lend Lease (at no additional cost or expense to Lend Lease) giving effect to the notified novation or assignment Handover of documents Upon termination of the Subcontract the Subcontractor must deliver to Lend Lease or Lend Lease s nominee all and any documents or information concerning the Works or the Subcontract which is required for the efficient transfer of responsibility for their performance Power of attorney The Subcontractor irrevocably appoints, with effect from the date of termination of the Subcontract, Lend Lease as its attorney with full power and authority to execute any agreement or novation contemplated by this clause. 28 SETTLEMENT OF DISPUTES 28.1 Notice of Dispute If a Dispute arises between Lend Lease and the Subcontractor, either party may issue a Notice of Dispute, in writing, to the other party. The Notice of Dispute must identify the particulars of the Dispute Conference Within 10 Business Days after receiving a Notice of Dispute under Clause 28.1, the Senior Representatives nominated in the Appendix must confer at least once, in an effort to resolve the Dispute. All aspects of such conference(s) will be privileged, other than the fact that such conference(s) occurred Expert Determination If the Dispute is not resolved within 20 Business Days of service of the Notice of Dispute issued under Clause 28.1, the Dispute will be determined by an independent expert, jointly appointed and agreed upon by the parties, or failing agreement, appointed upon the application of either party to the President of the Institute of Arbitrators & Mediators Australia. The expert must determine the Dispute in accordance with the process outlined in Schedule G: Expert Determination (which is not an arbitration). The expert will act as an expert (and not as an arbitrator) and the expert s decision will be final and binding on the parties, unless: Page 51 of 54

52 the expert determines that the amount payable by one party to the other party exceeds the amount stated in the Appendix; and either party commences litigation within 45 days of the expert s determination Court Nothing will prejudice the right of a party to institute proceedings to enforce a payment, which is due under the Subcontract, or seek urgent or injunctive relief Consolidation of Head Contract disputes Where a Dispute concerns any right, obligation, relief, benefit or entitlement under the Head Contract, Lend Lease may give written notice to the Subcontractor, requiring: the determination of the Dispute with any related dispute under the Head Contract ( Head Contract Dispute ) in accordance with the dispute resolution procedures under the Head Contract; or the Dispute and the Head Contract Dispute to be considered at the same time, or immediately before or after the other; or the proceedings of the Dispute to be stayed until the determination of the Head Contract Dispute. If Lend Lease exercises an option under this Clause 28.5, Lend Lease will provide the Subcontractor with a copy of the relevant Head Contract provisions relating to the notification of claims and resolution of disputes Related Subcontract disputes Where a Dispute raises issues (whether in fact, law, or fact and law) which relate to, or concern issues raised in, a dispute between Lend Lease and other subcontractors or consultants of Lend Lease (a Related Subcontractor Dispute ) Lend Lease may require: the determination of the Dispute with the Related Subcontractor Dispute in accordance with the expert determination procedure outlined in Clause 28.3; or the Subcontractor to be joined to any litigation referred to the court; or the Dispute and the Related Subcontractor Dispute to be heard at the same time, or immediately before or after the other; or the proceedings of the Dispute to be stayed until the determination of the Related Subcontractor Dispute Continuing obligations Notwithstanding the existence of a Dispute, Lend Lease and the Subcontractor must, subject to Clause 26 and Clause 28.4, continue to perform their obligations under the Subcontract Survival This Clause 28 survives termination of the Subcontract. 29 PREFERRED SUPPLIER BENEFITS Lend Lease discloses to the Subcontractor, and the Subcontractor acknowledges, that Lend Lease may receive a benefit (including valuable consideration) from a supplier to the Subcontractor in respect of products for use in the Works, including those products which Lend Lease may advise are preferred products. Page 52 of 54

53 30 GST 30.1 GST If a taxable supply is made under, or in connection with, the Subcontract, the consideration payable for that supply, unless expressly stated to include GST, will be increased by an amount equal to the GST payable and, subject to Clause 30.2, the supplier must issue a tax invoice to the recipient. A party making a supply ( Supplier ) must issue an adjustment note to the recipient of the supply in respect of any adjustment event and the difference between the Supplier s net GST, taking the adjustment event into account, and the amount paid by the recipient under Clause 30.1 must be paid by, or credited to, the recipient (as applicable). Lend Lease may deduct from, or set off, any amount which is required to be refunded by the Subcontractor under this Clause 30.1 against any amount otherwise due to the Subcontractor. Amounts for which a party is to be indemnified, reimbursed, or which are used in determining the consideration payable under the Subcontract, are to be net of any input tax credit, for which the payee is entitled (and otherwise on GST exclusive basis). Any policy of insurance required to be effected or maintained under the Subcontract must cover any liability for GST, which may arise upon settlement of a claim pursuant to that policy Recipient Created Tax Invoices The parties acknowledge that: (e) (f) Lend Lease may issue tax invoices in respect of all supplies under, or in connection with, the Subcontract and the Subcontractor will not issue tax invoices; a payment claim made under the Subcontract is not a tax invoice; the Subcontractor is registered for GST and will notify Lend Lease if it ceases to be registered; Lend Lease is registered for GST and will notify the Subcontractor if it ceases to be registered, or if it ceases to satisfy any of the requirements of any tax ruling relating to the issue of recipient created tax invoices; if one, or more, of the criteria, which must be satisfied to allow Lend Lease to issue recipient created tax invoices, is not satisfied, such that Lend Lease cannot issue a tax invoice in respect of supplies made under, or in connection with, the Subcontract, the Subcontractor must issue a tax invoice (being an invoice that complies with GST Law and contains both the ABN details of Lend Lease and the Subcontractor) to Lend Lease for the amount specified by Lend Lease, when requested. If Lend Lease makes a request under this Clause 30.2(e), Lend Lease will not be required to make a payment under the Subcontract in respect of such request until the Subcontractor has provided a tax invoice in relation to that payment in the form and amount required by Lend Lease Interpretation Terms defined in the GST Law, as that term is defined under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), have the same meaning in the Subcontract, unless stated otherwise. 31 STAGES Notwithstanding any other provision of the Subcontract, Lend Lease may, at any time, direct that the Works be undertaken in Stages (or additional Stages). Page 53 of 54

54 If a Stage is directed by Lend Lease, Lend Lease must notify the Subcontractor, in writing, of the Date(s) for Substantial Completion, the rate(s) of liquidated damages, and the amount of additional security required (if any) in accordance with Clause 4.1, in relation to that Stage or Stages. The Subcontractor acknowledges that once a Stage has reached Substantial Completion, it must take reasonable measures to ensure that the Stage can be used and operated with minimum disturbance and inconvenience, during the Works. Page 54 of 54

55 APPENDIX Subcontract Conditions Clause Term Particulars 1.1 Client Insert 1.1 Date for Commencement Insert 1.1 Date for Substantial Completion Insert 1.1 Defects Liability Period The date being 52 weeks after the Date of Practical Completion of the Project Quality Management System (QMS) independently certified to ISO Subcontractor to provide copies of the proposed QMS for the Works and the independent certification. Quality Management System (QMS) generally in accordance with ISO (but not independently certified). Subcontractor to provide a copy of the proposed QMS for the Works. Documented procedures for the following elements*: Inspection & Test Plans (IT&Ps): 1.1 Quality Management System Records and archiving: Management of non-conformances and corrective actions: Other: Where the Works include design responsibility*: Verification and acceptance of design brief: Design change management: Design verification and approval: Design documentation control: Other design procedures required: *Specify for which components of the Works 1.1 Second Defects Liability Period 26 weeks from the expiration of the Defects Liability Period 1.1 Stage(s) Not applicable 1.1 Subcontract (other documents) Insert

56 1.1 Subcontract Sum The lump sum of ($ ) including provisional sums of $ for that part of the Works referred to in Annexure B: Subcontract Sum, The sum of the measured quantity of each section or item of work carried out under the Subcontract multiplied by the rate for that section or item specified in Annexure C: Rates, The lump sum of ($ ) including provisional sums of $ for that part of the Works referred to in the Appendix plus the sum of the measured quantity of each section or item of work (other than the work to which the lump sum relates) carried out under the Subcontract multiplied by the rate for that section or item specified in Annexure C: Rates, as further described in the Schedule of Subcontract Sum Details (if applicable). 1.1 Works Insert 2.2 Subcontractor s Supervisor Name: Insert The Construction Manager, Name of Project Lend Lease Contact Details Lend Lease Contact Details Number of days after the Originating Date (for lodgement of the Prescribed Notice) Address: Insert Facsimile: Insert The Construction Manager, Name of Project Address:Insert Facsimile: Insert 5 days Name of Representative: Insert 2.7 Subcontractor Contact Details Address:Insert Facsimile: Insert 4.1 Limit of Retention See Appendix: Clause Schedule D: Design Requirements Applies Does not Apply 5.2 Third party designs warranted by the Subcontractor Insert 6.5 Shop Drawings Drawing Size: Drawing Scale: 6.6 Period for the provision of all Commissioning information 2 weeks (after approval of shop drawings)

57 As-constructed Drawings Maintenance and Operating Manuals Other information to be provided Adjustment for Provisional Sums Adjustment for Provisional Sums Drawing Size: Drawing Scale: Time for Provision: Drawing Size: Drawing Scale: Time for Provision: Details: Time for Provision: Percentage threshold: % A = Amount of the Adjustment B = % of additional profit, preliminaries and Supervision and on-and-off site overhead C = Total Value of Provisional Sum Work in accordance with Clause 8 D = Amount for Provisional Sum Work stated in the E = F = G = Subcontract on the date of the Subcontract which, when added to 100 and expressed as a percentage, will be the threshold above which the additional margin (Item B) will apply % for reduced profit, preliminaries and Supervision and on-and-off site overhead which, when subtracted from 100 and expressed as a percentage, will be the threshold below which the reduced margin (Item B) will apply Where the total amount payable under Clause 8 is greater than the percentage threshold (outlined above) of the Provisional Sum Work stated in the Subcontract: A = B x [C ( D x (100 + E ) %] Where the total amount payable under Clause 8 is less than the percentage threshold (outlined above) of the Provisional Sum Work stated in the Subcontract: A = F x [ D x (100 G ) % - C ] 13.5 Schedule J: National Code of Practice Requirements Applies Does not Apply 13.6 Schedule G: Sustainability Requirements Applies Does not Apply

58 (f) Professional Indemnity Insurance Plant and Equipment Insurance Asbestos and hazardous man made fibre Insurance Insurance under Building Act 1993 (Vic) (Victoria Only) Public/product Liability Insurance Workers compensation Insurance Insurance details of approved sub-subcontractors Required Not required Name of Insurer: Policy No: Expiration Date: Limit of cover (per occurrence*): $ *With one automatic reinstatement. Required Not required Name of Insurer: Policy No: Expiration Date: Limit of cover (per occurrence): $ Required Not required Name of Insurer: Policy No: Expiration Date: Limit of cover (per occurrence): $ Required Not required Name of Insurer: Policy No: Expiration Date: Limit of cover (per occurrence): $ Name of Insurer: Policy No: Expiration Date: Limit of cover (per occurrence): $ Name of Insurer: Policy No: Workcare No (Victoria Only): Name of sub-subcontractor*: Name of Workers Compensation Insurer: Policy No: Workcare No (Victoria Only): Name of Product / Public Liability Insurer:

59 Liquidated Damages payable under the Head Contract Restrictions or obstructions on access to the Site Policy No: Expiration Date: Limit of cover (per occurrence): $ *Repeat for each sub-subcontractor (if more than one) $ per day 15.4 Working days 15.4 Working hours Monday to Saturday (inclusive) excluding statutory and public holidays and recognised industry non-working days. Monday to Friday: am - pm Saturday: am - pm 16.2 Schedule B: Supplier Warranty Items to be warranted: Date of provision of warranties: 16.3 Quality Management System See Appendix: Clause Date for maintenance and protection Notice of intention to claim an extension of time Events which entitle an extension of time Date of Substantial Completion Date of Practical Completion of the Project 5 days (after the cause of the delay first arose) A breach of the Subcontract by Lend Lease; or A Variation issued in accordance with Clause 20.1 (other than a Variation arising from an act or omission of the Subcontractor or its personnel) Liquidated Damages $ per day (excluding damages under Clause 12.3) 23 Defects Liability Period The date being 52 weeks after the Date of Practical Completion of the Project 23 Second Defects Liability Period 26 weeks from the expiration of the Defects Liability Period 24.3 Number of days for supply of measurements and estimated costs 10 days (after receipt of a Variation instruction) 24.4 Dayworks rate (inclusive of all associated costs) Category: Ordinary Rate: $ per hour (within Working hours) Penalty Rate 1: $ per hour (for the first two hours outside the Working hours) Penalty Rate 2: $ per hour (all subsequent hours)

60 24.4(iii) Percentage for Overhead and Profit (Materials) % 25.1 Threshold quantities in Schedule of Rates (entitling adjustment) Greater than % Less than % 25.2 Time for submitting Payment Claims under the Subcontract (reference date) 15th day of each month Rate of Retention: 10% (of each progress payment) 25.6 Retention Limit of Retention: $ or 5% of the Subcontract Sum) 25.6 Payment Lend Lease must pay an amount no less than the amount shown in each Payment Schedule on the date which is: 25 Business Days after the reference date stated in the Appendix (Queensland Only). 45 days after the reference date stated in the Appendix (All other States) Senior Representatives: Lend Lease Representative: Insert Subcontractor Representative: Insert 28.3 Expert Determination $200, Schedule F: Programming Requirements 3(iii)(D) Lend Lease Review and Approval Minimum period for review and approval of shop drawings and as constructed documents: 2 weeks Minimum period for subsequent review (after amendment and resubmission): 1 week 3 Subcontractor s Programme Format: Bar Chart Schedule H: Environment, Health & Safety (EH&S) Requirements 4 EH&S Supervisor Name: Insert 5(f)(iii) Rehabilitation Co-ordinator Name: Insert Schedule I: Industrial Requirements 2 Director or Senior Representative Name: Insert

61 SCHEDULE A: SUBCONTRACTOR S WARRANTY THIS DEED POLL is made on the... day of BY Name of Subcontractor (ABN XX XXX XXX XXX) (Subcontractor) OF Subcontractor Address RECITALS A. The Subcontractor and Lend Lease Project Management & Construction (Australia) Pty Limited entered into an agreement to perform the Works (Subcontract). B. It is a requirement of the Subcontract that the Subcontractor execute this Deed Poll for the benefit of the Beneficiaries. OPERATIVE PROVISIONS The Subcontractor warrants and agrees, for the benefit of the Beneficiaries, that: 1. Commencing on the Date of Practical Completion of the Project, the Works will: satisfy the requirements of the Subcontract; be completed with Materials of a merchantable quality; be fit for their intended purposes; and be completed in a proper and tradesman like manner. 2. There are no Defects (as defined in the Subcontract) in the Works known to the Subcontractor which have not been notified in writing to Lend Lease. 3. The Works are clear of all liens and encumbrances. 4. The Subcontractor indemnifies the Client (as defined in Schedule 1) against all loss, damage, cost and expense (Losses) which the Client suffers or is liable for arising out of the Subcontractor s failure to achieve Substantial Completion (as defined in the Subcontract) by the Date for Substantial Completion (as defined in the Subcontract). The indemnity under this clause 4 shall be reduced proportionally to the extent that such Losses are caused by a breach of the Subcontract by Lend Lease or the negligence of Lend Lease. 5. The Subcontractor indemnifies the Client (as defined in Schedule 1) against all loss, damage, cost and expense which the Client suffers or is liable for arising out of the Subcontractor s breach of the Subcontract or any negligent act or omission of the Subcontractor. The indemnity under this clause 5 shall be reduced proportionally to the extent that such loss, damage, cost and expense are caused by a breach of the Subcontract by Lend Lease or the negligence of Lend Lease. 6. The Beneficiaries may assign the benefits and rights under this Deed Poll. 7. This Deed Poll is governed by the laws of the State or Territory where the site of the Project is located. WORKS: means the whole of the works described in the Scope of Work to be executed in accordance with the Subcontract. PROJECT: Barangaroo Stage 1

62 BENEFICIARIES: Lend Lease Project Management & Construction (Australia) Pty Limited (ABN ) Lend Lease (Millers Point) Pty Limited (ABN ) (Client) The Barangaroo Delivery Authority (ABN ) GOVERNING LAW: Laws of the State of New South Wales Executed as a DEED POLL.

63 EXECUTION PAGE Executed by Subcontractor (ABN XX XXX XXX XXX) in accordance with section 127 of the Corporations Act 2001: ) ) ) ) Director/Company Secretary Director Name of Director/Company Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS)

64 SCHEDULE B: SUPPLIER S WARRANTY THIS DEED POLL is made on the... day of BY Name of Supplier (ABN XX XXX XXX XXX) (Supplier) OF Supplier Address RECITALS A. The Supplier wishes to supply the Product to the Subcontractor for the purposes of the Project. B. It is a requirement of the Subcontract between Lend Lease Project Management & Construction (Australia) Pty Limited and the Subcontractor that the Supplier warrant that the Product satisfies the requirements of the Specification. C. The Supplier has agreed to execute this Deed Poll for the benefit of the Beneficiaries. OPERATIVE PROVISIONS The Supplier warrants and agrees, for the benefit of the Beneficiaries, that: 1. Commencing on the Date of Practical Completion of the Project, the Product will: satisfy the requirements of the Specification; be structurally sound and free of defects; be of merchantable quality and fit for its intended purposes; and Without limiting the foregoing, will continue to meet all those requirements for any Warranty Period specified in Schedule The Beneficiaries may assign the benefits and rights under this Deed Poll. 3. This Deed Poll is governed by the laws of the State or Territory where the site of the Project is located. PRODUCT: Description of Product SPECIFICATION: Entitled: Name of Specification Dated: Pages: Date of Specification Number of pages of the Specification (as amended) PROJECT: Barangaroo Stage 1 SUBCONTRACTOR: Name of Subcontractor WARRANTY PERIOD:...(insert details of the warranty period for the Product supplied if nothing stated 6 years) BENEFICIARIES: Lend Lease Project Management & Construction (Australia) Pty Limited (ABN ) Lend Lease (Millers Point) Pty Limited (ABN ) Barangaroo Delivery Authority (ABN )

65 GOVERNING LAW: Laws of the State of New South Wales Executed as a DEED POLL.

66 EXECUTION PAGE Executed by Supplier name (ABN XX XXX XXX XXX) in accordance with section 127 of the Corporations Act 2001: ) ) ) ) Director/Company Secretary Director Name of Director/Company Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS)

67 SCHEDULE C: FACILITIES Lighting Lighting in areas to be used in common with others for the purpose of access to be provided by Lend Lease: Yes No Task lighting to be provided by Lend Lease: Yes No Electricity Lend Lease may impose reasonable restrictions on the use of the electricity supply (where others require the use of the electricity supply). The Subcontractor to supply leads, plug tops and safety lead standards: Yes No Installation of 1 phase 240 volt power to the Site to be provided by Lend Lease: Yes No Installation of 3 phase 415 volt power to the Site to be provided by Lend Lease: Yes No Cost of above connections (referred to in the 2 preceding rows) to be borne by Lend Lease: Yes No Installation of 1 phase 240 volt power to power boards located in the general work area to be provided by Lend Lease: Yes No Installation of 3 phase 415 volt power outlets at locations determined by Lend Lease in the general work area to be provided by Lend Lease: If provided by Lend Lease, the number of outlets to be provided will be: Yes No Cost of above connections (referred to in the 2 preceding rows) to be borne by Lend Lease: Yes No The Subcontractor to supply leads, plug tops and safety lead standards: Yes No Installation of 1 phase 240 volt power to Site sheds to be provided by Lend Lease: Yes No Cost of electricity provided to be borne by Lend Lease: Yes No

68 Cost of all lead and equipment testing to be borne by Lend Lease: Yes No Accommodation The Subcontractor must provide accommodation other than the accommodation to be provided by Lend Lease under this Schedule (to a standard and in a location acceptable to Lend Lease), including change rooms, store rooms and offices which are: necessary to comply with legislation, awards or Lend Lease's requirements; or required for the proper execution of the Works. The Subcontractor must maintain all sheds, accommodation and related equipment used by the Subcontractor. Space for erection of sheds to be provided by Lend Lease: Yes No Lend Lease to provide sheds, accommodation and related equipment: If provided, detail of what is to be provided is as follows: Yes No Plant and Equipment The Subcontractor must clean all plant and equipment after use and make good damage, other than normal wear and tear. Lend Lease to provide plant and equipment: If provided, detail of what is to be provided is as follows: Yes No Toilet Accommodation and Washing Facilities Lend Lease to provide toilet accommodation and washing facilities: If provided, detail of what is to be provided is as follows: Yes No Cold Water Lend Lease will determine the location of the water supply. Lend Lease may change the location of the water supply as construction proceeds. Lend Lease to provide cold water facilities: Yes No First Aid

69 First aid facilities to be provided by Lend Lease: Yes No Personnel Movement and Materials Handling Where facilities are to be provided by Lend Lease under this Schedule: (iii) they will only be provided while they are required for Lend Lease's purposes; the Subcontractor will be allowed reasonable use of the facilities, subject to the needs of Lend Lease (or others engaged on the Project); and the Subcontractor must provide Lend Lease with details of personnel and Materials to be moved and the proposed date and time. The Subcontractor must load and unload Materials from facilities. The Subcontractor must pay Lend Lease for the facilities provided, as follows: Lend Lease to provide personnel movement facilities: If provided, detail of what is to be provided: Period of provision: Hours of provision: Cost (within the hours of provision): Cost (outside the hours of provision): Yes $ $ No Lend Lease to provide hoisting facilities: If provided, detail of what is to be provided: Period of provision: Hours of provision: Cost (within the hours of provision): Cost (outside the hours of provision): Yes $ $ No Lend Lease to provide craneage facilities: If provided, detail of what is to be provided: Period of provision: Yes No Hours of provision: Cost (within the hours of provision): Cost (outside the hours of provision): $ $

70 Scaffolding If: (iii) the type or extent of scaffolding; the number of movements or adjustments of scaffolding; or the duration of supply of scaffolding supplied by Lend Lease for use by the Subcontractor, differs from those stated in this Schedule and Lend Lease thereby incurs additional costs then the Subcontractor must pay to Lend Lease those costs together with a reasonable amount for overhead and profit. The Subcontractor must supply, erect, adjust, dismantle, re-erect where necessary and finally remove the following scaffolding. All scaffolding, whether supplied by Lend Lease or the Subcontractor, must comply with the requirements of all relevant authorities. Scaffolding for which initial supply, erection and final removal to be carried out by Lend Lease: If provided, detail of what is to be provided: Location: Type and extent: Duration: Yes No Adjustment and moving of scaffolding and/or planks to be carried out by Lend Lease: If provided by Lend Lease, the number of adjustments / movements will not exceed: Yes No Cost of hire of scaffolding to be borne by Lend Lease: The period of hire will not exceed: Yes No Telephones Lend Lease to provide a telephone: If yes, the type of telephone is: Yes No Safety Equipment The Subcontractor must provide all handrails, safety screens, coverings to floor openings, safety harnesses and the like which are: necessary to comply with the Subcontractor's EH&S Management Plan and legislation, awards or Lend Lease's requirements; or

71 required for the safe and proper execution of the Works and the protection of persons and property. Subcontractor s Allowance For the purposes of Clause 18.2 of the Subcontract Conditions the Subcontractor must provide the following items for proper execution of the Works Lighting First Aid Electricity Hoisting Accommodation Scaffolding Plant and Equipment Yes Yes Yes Yes Yes Yes Yes No No No No No No No Setting Out Information Lend Lease to provide information to enable the Subcontractor to set out the Works, and establish levels for the Works by reference to an established datum or benchmark on or adjacent to the Works: If provided by Lend Lease, the following information will be provided: Yes No Parking Lend Lease to provide any parking spaces: If parking spaces are being provided Lend Lease will not be liable to the Subcontractor for any Losses it suffers if the amount of parking spaces is insufficient. Yes No Other Services Yes No If neither Yes or No is selected in this Schedule, No applies.

72 SCHEDULE D: DESIGN REQUIREMENTS 1. Design by the Subcontractor The Subcontractor must, without limitation, design and document the Works in accordance with the requirements of the Subcontract (the Design). The Subcontractor must ensure that the Design complies with: (iii) (iv) (v) (vi) (vii) (viii) Annexure A: Scope of Work; Annexure D: Specification; Annexure E: Drawings; and. any Subtenancy Plan Structure and Subtenancy Plan shall made available to the Subcontractor by Lend Lease; the Ecologically Sustainable Development Principles notified to the Subcontractor by Lend Lease; Principal s Project Requirements (as that term is defined in the Head Contract) made available to the Subcontractor by Lend Lease; the Scope of Works; and [insert any other relevant document etc] which documents outline Lend Lease s requirements for the design of the Works (Lend Lease s Design Requirements). 2. Lend Lease s Requirements, Information and Coordination The Subcontractor warrants that it has reviewed the documentation referred to in Clause 1 of this Schedule, and that any design included in those documents is suitable, appropriate and adequate for the intended purposes of the Works. The Subcontractor must take all reasonable steps to clarify and confirm Lend Lease s Design Requirements. The Subcontractor must coordinate the performance of the Design with others engaged by Lend Lease or the Client. 3. Professional Services The Subcontractor acknowledges that Lend Lease has entered into this Subcontract in reliance upon the skill, experience and ability of the Subcontractor to carry out the Design and coordinate the Works. The Subcontractor must carry out the Design with the degree of professional skill, care and diligence expected of a Subcontractor experienced in providing the same or similar services. The Subcontractor must effect and maintain, in a form acceptable to Lend Lease and appropriate to the Subcontractor s activities, professional indemnity insurance in respect of liability arising from a breach of a professional duty, or from a negligent act, error or omission by the Subcontractor, or its personnel, in accordance with the Subcontract. Professional indemnity insurance must be maintained for a period of 6 years from the expiration of the Defects Liability Period, or the last Defects Liability Period (if more than one).

73 (e) (f) (g) The Subcontractor is responsible for Safety in Design in accordance with the applicable Occupational Health and Safety legislation and any other relevant legislative requirements and obligations. Where the applicable State or Territory legislation requires, the Subcontractor must maintain registration with all relevant registration bodies, as is required to undertake the Design. If required by Lend Lease, the Subcontractor shall produce evidence of the terms and currency of the policy. 4. Design The Subcontractor warrants that the Design will: be undertaken by, or under the direction and direct control of: (A) (B) a suitably qualified architect, engineer, surveyor or designer (as appropriate), evidence of whose qualifications and/or registration, as required, must be provided to Lend Lease, upon request; or a person with not less than 5 years relevant practical experience; and satisfy the requirements of the Subcontract and all Statutory Requirements. (e) When requested by Lend Lease, the Subcontractor must provide to Lend Lease all calculations, certificates, information and documentation relating to the Design carried out by the Subcontractor. Lend Lease may appoint an authorised representative (Authorised Representative) or engage a suitably qualified consultant (Independent Consultant) to review the suitability of the Design. If an Independent Consultant is engaged, and the Design is found to be faulty or unsuitable, the Subcontractor will be liable for any fees paid by Lend Lease to the Independent Consultant, which will be a debt due. This Clause 5 does not limit any other rights of Lend Lease. The Subcontractor must not commence fabrication or construction of a part of the Works until all relevant for construction documents, including any amendments required by Lend Lease under Clause 5 of this Schedule, have been approved, in writing, by Lend Lease. The Subcontractor must implement and maintain appropriate quality assurance procedures in the production of the Design. The Subcontractor must cooperate with, and provide reasonable assistance in relation to, quality assurance audits conducted by Lend Lease (or others), from time to time. 5. Design Development All drawings, specifications and other documents relating to the Design must be submitted to Lend Lease for review, in accordance with this Schedule and any documents incorporated by reference, and in any event, at a time and in a manner which will allow Lend Lease a reasonable time for review and comment. The drawings, specifications and other documents must be revised and resubmitted promptly, if required, to the satisfaction of Lend Lease. Reviews undertaken or comments made by, or on behalf of, Lend Lease, will not alter or relieve the Subcontractor of its obligations under this Subcontract, and the Subcontractor will at all times remain responsible for the Design. Where required by Lend Lease, the Design must be reviewed by a properly qualified and experienced, independent consultant (Reviewing Consultant) acceptable to Lend Lease. The Reviewing Consultant must provide a written certification in a format and level of detail approved by Lend Lease. The written certification must be included with the documents to be submitted in accordance with Clause 5 of this Schedule. The Subcontractor must ensure that the Reviewing Consultant providing written certification:

74 effects professional indemnity insurance, for not less than the amount specified in the Subcontract in respect of liability arising from a breach of professional duty, or from a negligent act, error or omission by the Reviewing Consultant or its personnel in accordance with the Subcontract, as if references to the Subcontractor in that Subcontract were references to the Reviewing Consultant; and provides Lend Lease with evidence of the terms and currency of the insurance policy referred to in Clause 5, upon request. 6. The Consultant Without limitation to Clause 7 of the Subcontract Conditions, if the Subcontractor enters into an agreement with a Consultant (Consultancy Agreement) for the performance of any services in relation to the Design, the Subcontractor must: ensure that the Consultancy Agreement and the Deed of Adherence and Warranty (Annexure A) are executed prior to commencement of the services; and promptly provide the original Deed of Adherence and Warranty (Annexure A), executed by the Consultant, to Lend Lease. If directed by Lend Lease, the Subcontractor must novate or assign the benefit of the Consultancy Agreement to Lend Lease (or its nominee). The Subcontractor must not: terminate the Consultancy Agreement; or amend any provisions of the Consultancy Agreement, without the prior written consent of Lend Lease, which must not be unreasonably withheld.

75 ANNEXURE A: DEED OF ADHERENCE AND WARRANTY THIS DEED POLL is made on the... day of BY Name of Consultant (ABN XX XXX XXX XXX) (Consultant) OF Consultant Address IN FAVOUR OF Lend Lease Project Management & Construction (Australia) Pty Limited (ABN ) of Level 4, 30 The Bond, 30 Hickson Road, Millers Point, NSW 2000 (Lend Lease) PROJECT: CLIENT: SUBCONTRACTOR: SUBCONTRACT: WORKS: Insert Insert Insert Insert Insert CONSULTANCY AGREEMENT: Insert SERVICES: Insert RECITALS 1. Lend Lease has entered into an agreement with the Client for the design and construction of the Project. 2. Lend Lease has entered into a Subcontract with the Subcontractor for the design, supply and installation of the Works. 3. The Subcontractor has engaged the Consultant to provide the Services, and any services necessarily incidental thereto, in accordance with the Consultancy Agreement (a copy of which is attached to this Deed Poll) in relation to the Design (as defined in the Subcontract). OPERATIVE PROVISIONS 1. The Consultant warrants to Lend Lease that the Design will be fit for the intended purposes of the Works and satisfy the requirements of the Subcontract. 2. The Consultant must perform its obligations, in accordance with the Consultancy Agreement, for the benefit of the Subcontractor and Lend Lease. 3. Lend Lease relies upon the performance by the Consultant of its obligations under the Consultancy Agreement, to enable Lend Lease to perform its obligations under the agreement with the Client (and its assigns) in relation to the Project. 4. Insurance Obligations: Prior to commencing the Services, the Consultant must affect a policy of professional indemnity insurance with a limit of cover not less than $5,000,000 (five million dollars) and maintain the policy for a period of 6 years from the expiration of the Defects Liability Period under the Subcontract, or the last Defects Liability Period (if more than one). The policy of insurance must be in a form and with an insurer acceptable to Lend Lease, acting reasonably.

76 Lend Lease may inspect the policy of insurance, upon written notice, and the Consultant must not change the policy, without Lend Lease s prior written consent, which must not be unreasonably withheld. 5. If the Subcontract is terminated for any reason, the Consultant must do all things necessary to assign the benefit of or novate the Consultancy Agreement to Lend Lease (or its nominee), on its existing terms, or on terms reasonably required by Lend Lease. 6. The Consultant must: cooperate and coordinate the Services with the Subcontractor, Lend Lease and other consultants and contractors associated with the Project; carry out the Services with the degree of professional skill, care and diligence expected of a professional consultant providing the same or similar services; and comply with all reasonable instructions from Lend Lease in relation to safety, quality assurance, inspections, meetings and onsite practices. 7. The Consultant must ensure that all information provided to, or obtained by, the Consultant in connection with the Consultancy Agreement or the Services, is kept secret and confidential, and will not be used by the Consultant or any other person, nor advertised, published, released, supplied or communicated to any other person, for any purpose other than the performance of the Services in accordance with the Consultancy Agreement. 8. The Consultant grants to Lend Lease a perpetual, irrevocable, non-exclusive, assignable, royalty free and transferable licence (to arise immediately on creation of any relevant material and including the right to sub-licence others) to use, exercise, reproduce, display, modify, communicate, adapt, perform, distribute or develop all intellectual property rights in the materials provided or prepared by the Consultant or on its behalf in connection with the provision of the Services, for any purpose associated with the completion, development, marketing (including merchandising or promoting), use, operation, maintenance, valuation, redevelopment or other dealing with the Project (including any variation) and must do all things reasonably necessary to give effect to such grant. If Lend Lease provides any concept designs or other preliminary information ( Concept Designs ), the copyright and ownership of the Concept Designs remains with Lend Lease and the Consultant will have a licence to use the Concept Designs for any purpose associated with performing the Services. The Consultant must, in respect of any Concept Designs, in all its drawings identify: that copyright in the Concept Designs vests in Lend Lease; and that Lend Lease is the concept architect or designer, as the case may be. The Consultant acknowledges and agrees that Lend Lease and any of Lend Lease s assignees, licensees, successors in title and persons authorised by Lend Lease may do or omit to do any act in relation to any building, structure, plan, instruction, drawing or blueprint or any other works or other subject matter produced during the performance of, or as a result of, the Services or any part of such works or subject matter, including not attributing the Consultant or individual creator and using, modifying, relocating, or destroying the works in any way, or any other act in connection with the completion, operation, maintenance, development, marketing, use, extension, redevelopment, demolition or improvement of the Project or property or any merchandising, marketing or promotions associated with the Project in such manner as Lend Lease or the Client decides (without being held to have infringed any moral right of the individual set out in the Copyright Act 1968 (Cth)) and may do or omit to do any other act, whether before or after the date of the consent, which infringes the Consultant s or individual creator s moral rights as set out in the Copyright Act 1968 (Cth).

77 If the Consultant disapproves of any act or omission by Lend Lease in relation to the works, Lend Lease will, if reasonably practicable in the circumstances, remove the attribution (if any) of the Consultant or the individual creators of the works. The Consultant must obtain the necessary consents from its employees and any sub-consultants or subcontractors to give effect to the acknowledgment and agreement contained in this Clause 8. Lend Lease may, at any time, request proof from the Consultant of compliance with this Clause The Consultant must not: terminate the Consultancy Agreement; or subcontract any of the Services, without the prior written consent of Lend Lease, which must not be unreasonably withheld. 10. Nothing in this Deed Poll imposes an obligation on Lend Lease. Executed as a DEED POLL. Executed by Consultant (ABN XX XXX XXX XXX) in accordance with section 127 of the Corporations Act 2001: ) ) ) ) Director/Company Secretary Director Name of Director/Company Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS)

78 SCHEDULE E: INFORMATION MANAGEMENT General i. All documentation exchanged on the Project must comply with the standards and IT requirements set out in this Schedule unless otherwise agreed with Lend Lease. All documentation exchanged on the Project must be in electronic format unless otherwise agreed with Lend Lease. ii. The recipient may reject drawings, digital files or other data that do not comply with the requirements of this Schedule, or files that are corrupt or unreadable. In such cases the sender will be liable for any costs associated with reissuing the data, but not for any consequential or indirect costs incurred, through loss of time, disruption of the documentation programme, construction delays or otherwise. The recipient must promptly notify the sender of the data that is required to be reissued. 2. Responsibilities of Parties The Project Documentation Manual is to be prepared by the Collaborating Consultant (Lend Lease design) following review of: the Information Management Issues section of the Project Brief; and the Lend Lease Project Documentation Guide. The Subcontractor must prepare all drawings and CAD files in accordance with: (iii) the Subcontractor s Project Quality Plan; the Project Documentation Manual; and the Lend Lease IT Asia Pacific PDF Manual. (e) The Lend Lease documents referred to above will be supplied upon request. Checking for compliance with the Project Documentation Manual and other information management requirements will be carried out on behalf of Lend Lease on a regular basis. Checking of CAD files will be carried out by the Collaborating Consultant using methods agreed with Lend Lease. Comprehensive checking of CAD files for compliance with agreed standards may require the use of specialised software (which may need to be purchased) or the services of a specialist IT consultant. Alternatively, selective checking may be performed manually. This is the responsibility of the Collaborating Consultant. 3. Hardware Requirements The Subcontractor must use appropriate hardware systems and services to complete the Works. The following hardware is recommended, as a minimum: Computer Any commercially available PC or Mac purchased within the last two years. Operating System Windows 2000, Windows XP, Vista 7 or Windows 7 or Mac OS X

79 Internet Connection Broadband (ADSL or cable or wireless). Dial-up internet is not acceptable. Minimum Internet Speed is 500kbps. Antivirus Purpose built antivirus software with current updates. Security Patches Current updates as published by the manufacturer of the Operating System e.g. Microsoft updates. 4. Every person (or contact) of the Subcontractor must have an individual address, unless otherwise agreed in writing with Lend Lease. Each party will be responsible for checking all incoming s. accounts must be capable of receiving s of 10 Meg (inclusive of attachments), as a minimum. 5. Software requirements The Subcontractor must use the appropriate software systems required to complete the Works. The following software is required as a minimum: Browser Software: Microsoft Internet Explorer 7.0 (or higher); and Opera 9 for Macintosh (or higher). Document Distribution Software: Adobe Acrobat Reader current version (for viewing PDF files; free from Adobe Acrobat 7.0 (or higher), configured to create PDF 1.7 files. (This application may need to be purchased by the Subcontractor). Alternative products to create PDFs are not recommended. If alternative products to Adobe are used to create PDF files, they must be capable of producing PDF files that can be printed at correct scales and page/sheet sizes in accordance with the Lend Lease IT Asia Pacific PDF Manual. 6. Supported File Formats File Formats Generally

80 All working files exchanged between Lend Lease and the Subcontractor (and other parties) within the Project team must use the file formats and minimum versions, as outlined in Clause 6; and All files must be virus free. Application Files General Working Files General working files must be exchanged in the following format: File Type Application/Description Minimum Version File Extension Document Distribution Adobe Acrobat PDF 7.0 (PDF 1.7) PDF Word processing Microsoft Word 2003 DOC Spreadsheet Microsoft Excel 2003 XLS Presentation Microsoft Power Point 2003 PPT Compression WinZip Computing, Inc - Win Zip 11.0 ZIP Low Colour Graphics Bitmapped Graphic e.g. illustrations and High Colour Graphics, photos - GIF (8-bit) JPEG (24-bit) Vector Graphic Microsoft Windows Metafile - WMF/EMF

81 General working files of types not included in the above table must be exchanged in formats approved by Lend Lease. Note: PDF 1.7 allows earlier versions of Acrobat to read the document, and for it to be printed by older devices. CAD Files [Check the Information Management Issues section of the Project Brief for Client requirements related to CAD file format. Refer to Lend Lease Project Information Strategy document including Client Questionnaire. If the Client does not have a particular preference, then usually the Collaborating Consultant dictates the file format to be used. If the Client does not have a particular preference and there are no consultants involved in the project, then usually the principal Subcontractor dictates the file format to be used. If neither the Client, or the Collaborating Consultant or the principal Subcontractor has a particular preference, then Lend Lease preference is for MicroStation to be used. [Note: any particular reference by Client with regards to 3D/Building Information Model (BIM) and include these specific requirements. Delete this drafting note.] (A) CAD files must be exchanged in the following specifications: File Type Application/Description Minimum Version File Extension CAD Bentley MicroStation XM (V8i preferred) DGN AND/OR (or as agreed with the Project team) CAD Autodesk AutoCAD 2007 (2010 preferred) DWG Revit 2011 RVT *i-model plug-in for Revit 2011 I.DGN Free software to view MicroStation and AutoCAD files (Bentley View) or mark-up / redline and print to scale (Bentley Redline), is available through Lend Lease from Lend Lease design.

82 Note: DXF is not an approved format for CAD file exchange. (B) (C) (D) Graphical data within CAD files must be correctly located and oriented relative to a survey grid as agreed with Lend Lease. E/N coordinate readout of any point in a CAD plan file must be identical to its coordinates on the agreed survey grid. All CAD files must use consistent working units, as agreed with Lend Lease, and documented in the Project Documentation Manual. All objects in CAD files must be drawn once only where possible. In setting up standardised output files, reference files must be extensively used to maintain separation of data originating with different disciplines, or relating to different groups of construction elements. Read-only Files (iii) (iv) (v) Read-only files must be used when a document is issued for viewing purposes only, for example, when a controlled document is issued, or when drawings are issued for markup. Where page based documents need to be distributed as read-only files, all files must be in Adobe Acrobat PDF (Portable Document Format). The creator of a PDF may need to apply security to prevent editing of the document. Note: newer versions of Acrobat may include features that are inconsistent with the objective of issuing a read-only file, for example, CAD layers. It is the responsibility of the Subcontractor to check the contents of the created PDF file against the original application file before issuing. PDF files created from a CAD application must be based upon a standard PostScript format with the output formatted as follows: (A) (B) (C) (D) Monochrome Image (Black line work on white background) for Working Drawings; Colour Image (Colour linework and fills on white background) for Presentation Drawings; PDF files at true sheet size to scale as the original drawing; and Subcontractor office standard plotting pen allocations must be adjusted for correct line weights, either by colour or line weight association suitable for viewing at A3 size (as well as the original size). All drawing PDF files must be exactly reproducible. This means they should be set up in such a way that the data, when printed, reflects the original hard copy exactly. 7. Document Management and Data Exchange Controlled Documents [Check the Information Management Issues section of the Project Brief for Client requirements related to document numbering, and insert the name of the document which specifies these if relevant. Delete this drafting note.] All documents requiring a revision status, such as drawings, sketches, specifications and schedules, must be numbered using a system agreed with Lend Lease and as described in the Project Documentation Manual. All drawing amendments must be suitably clouded and noted in the revisions schedule on the drawings.

83 Drawing Conventions Drawing conventions must be followed as agreed with Lend Lease. Unless otherwise agreed, the content of drawings generally must conform to the relevant standards applicable to the country in which the Project is located. Drawing and CAD File Issue The Subcontractor must issue all necessary drawings and CAD files to other Subcontractors and Lend Lease at times during the design, documentation and construction periods as set out below: [Edit the sample entries below to include Client requirements. Delete this note.] Time of issue Items to be issued Issue to Format Medium No of copies Weekly during design development CAD files or 3D BIM Models* All other consultants *DGN and/or DWG and NWD CD or ProjectWeb 1 DA (or PA) issue Drawings Lend Lease PDF ProjectWeb N/A CC issue CAD files or 3D BIM Models* All other consultants *DGN and/or DWG and NWD CD or ProjectWeb as reqd IFT issue CAD files or 3D BIM Models* All other consultants *DGN and/or DWG and NWD CD or ProjectWeb as reqd Contract set Drawings Lend Lease PDF ProjectWeb N/A IFC issue CAD files or 3D BIM Models* All other consultants *DGN and/or DWG and NWD CD or ProjectWeb as reqd Record set CAD files or 3D BIM Models* Lend Lease *DGN and/or DWG and NWD CD or DVD 2 *or as agreed with Lend Lease The Subcontractor must issue all CAD files in a timely manner, taking into account the purpose for which they are issued. Drawing Reviews The Subcontractor must review drawings with Lend Lease prior to formal issue and incorporate the reasonable requirements of Lend Lease. At the beginning of the Project, Lend Lease and the Subcontractor will agree a procedure for drawing reviews.

84 (e) Data Exchange (iii) (iv) (v) Any digital files transferred between Project participants by electronic means must be in the formats specified in this schedule. The Subcontractor will only send files which they have created, and which are relevant to the purpose for which they are requested. The extent of data separation existing in CAD files must be maintained during file transfer, data from multiple sources must not be merged. All linework and text must be able to be edited within the native CAD application and must be vector-based. The drawing file must retain its CAD file structure. This includes layers/levels, linetypes, units, scales, drawing layout, fonts, blocks/cells and other standards common to the CAD application. Even a single CAD file should be compressed (zipped) for issue via ProjectWeb. Compressed files must be a maximum of 10 MB in size unless otherwise agreed with Lend Lease. Naming of compressed files must be based on the system described in the Project Documentation Manual. (f) Transmittals All formal issued items must be accompanied with a transmittal document listing the items, author and recipient details and date of issue. Transmittals accompanying digital file transfers must list the names of compressed files, the names and content of files contained within them and the purpose of the transfer. (g) Security It may be a criminal offence punishable by fines or imprisonment to: (iii) obtain access to data without authority; damage, delete, alter, or insert data without authority; and authorise, review, sign-off electronically without authority. 8. ProjectWeb All documentation exchanged on the Project will be carried out on the Lend Lease information management system known as ProjectWeb. User Accounts All users of ProjectWeb must have a valid account (username and password) that has been authorised by Lend Lease. The issue of this account is taken into consideration as a licence to use ProjectWeb. Personal Contact Details The Subcontractor is responsible for its own accuracy and ongoing maintenance, and individual profile details recorded in ProjectWeb. Notifications Notification of document activity is by . Lend Lease takes no responsibility for notification by any means other than . (iii) Document Control Register

85 (A) (B) (C) (D) It is the responsibility of each Subcontractor to maintain its own section of the Document Control Register and to upload all required document issues on ProjectWeb within the timeframe agreed with Lend Lease. All documents uploaded to the Document Control Register are to be in Adobe Acrobat PDF format as specified in this schedule. This is to include non-cad created drawings such as hand sketches. The Subcontractor will be responsible for any costs associated in publishing its documents if they are not submitted in the required formats as specified in this Schedule. The Subcontractor is responsible for printing any hard copy documents that it requires from the Document Control Register at its own cost. File Transfers (iii) The transfer of electronic files is to be carried out using the File Transfers module in ProjectWeb. Files are not to be transferred through a File Transfer Protocol site. Generally files should not be transferred as private attachments. Large scale transfers may be conducted by diskette, CD, tape or similar only with the prior written approval of Lend Lease and documented in an approved manner at no cost to Lend Lease. Transmittals All transmittal notification for documents uploaded to the ProjectWeb Document Control Register must be completed using the ProjectWeb Transmittals module. For files uploaded to the File Transfers module, the ProjectWeb File Transfer document itself serves as the transmittal. Request for Information (RFI) All RFIs must be completed using the ProjectWeb Request for Information module. All RFIs must be either sent to or courtesy copied (cc) to the nominated Lend Lease representative for the Project. (e) Site Instructions (SI) All SI will be issued using the ProjectWeb Site Instructions module. Only authorised Lend Lease employees can issue SI. (f) Correspondence All correspondence is to be carried out using the ProjectWeb Correspondence module. (g) Modifications to the Lend Lease Information Management System (iii) Lend Lease reserves the right to change or modify the Lend Lease ProjectWeb system at any time. Items stated in this document are subject to revision as a result of modifications to the Lend Lease ProjectWeb system. The Subcontractor acknowledges that, from time to time, it may be required to upgrade its hardware / software, and will do so at its own cost. (h) Misuse of System

86 By its use of ProjectWeb, the Subcontractor will not be liable for any cost, expense, loss or damage, except to the extent that such cost, expense, loss or damage is caused by an act, omission, default or wilful misconduct on the part of the Subcontractor, its contractors, servants or agents. Privacy Use of ProjectWeb complies with Lend Lease s Privacy policy. (j) Unavailability ProjectWeb may be unavailable, from time to time, to enable maintenance and upgrades to be undertaken. Outages will be notified in advance, where possible. Please see the ProjectWeb login page for details. 9. ProjectWise Lend Lease is in the process of implementing a collaborative CAD / BIM file management platform, this platform is Bentley ProjectWise and it is expected that ProjectWise will eventually operate as a design collaboration platform with external consultants and the project delivery team. For intelligent 3D modelling also known as BIM, Lend Lease uses Bentley Architecture, Bentley Structural Modeller, Bentley Building Electrical Systems, Bentley Building Mechanical Systems and ProjectWise Navigator (Clash Resolution and Schedule Simulation) all on MicroStation V8i platform. Consultants are informed of these requirements such that when Lend Lease goes live with ProjectWise all consultants will, via VPN or Secure Extranet, access shared files from this resource. 10. Clash Detection Lend Lease may appoint a BIM Integrator, whose responsibility will be to integrate the 3D/BIM models, which have been prepared for the Project (if applicable). The Subcontractor must provide its 3D/BIM model in a format that can be read by Clash Detection software, including ProjectWise Navigator and/or Autodesk Navisworks.

87 SCHEDULE F: PROGRAMMING REQUIREMENTS 1. Definitions Medium Range Schedule means the Medium Range Schedule, which may detail, among other things, particular activities shown on the Overall Target Schedule, and may be provided by Lend Lease under Clause 2 of this Schedule, as updated or amended by Lend Lease. Overall Target Schedule means the Overall Target Schedule provided by Lend Lease to the Subcontractor under Clause 2 of this Schedule, as updated or amended by Lend Lease. Programme Information means the information provided by the Subcontractor under Clause 3 of this Schedule and approved by Lend Lease, as revised or updated by the Subcontractor or Lend Lease, and approved by Lend Lease. Short Range Schedule means the Short Range Schedule provided by Lend Lease to the Subcontractor under Clause 5 of this Schedule. A Short Range Schedule may, as a minimum, cover a 2 week period following the date of the Short Range Schedule and may detail particular activities shown on the Subcontractor s Programme and/or the Programme Information. Subcontractor's Programme means the Subcontractor's programme provided by the Subcontractor under Clause 3 of this Schedule and approved by Lend Lease, as revised or updated by the Subcontractor or Lend Lease and approved by Lend Lease. 2. Overall Target Schedule and Medium Range Schedules Lend Lease must provide the Subcontractor with an Overall Target Schedule, which may be updated or amended, from time to time. The Subcontractor acknowledges and agrees that: (iii) it has examined the Overall Target Schedule; no allowance has been made in the Overall Target Schedule for the impact of delays or disruption that may occur subsequent to the date of the preparation of the Overall Target Schedule; and the Overall Target Schedule does not list all activities or items of work required for completion of the Works or all interfaces with the work of other subcontractors. From time to time, Lend Lease may issue, update or amend Medium Range Schedules. 3. Subcontractor's Programme Within 10 Business Days of being notified of the award of the Subcontract, the Subcontractor must submit to Lend Lease, for approval, a Subcontractor s Programme and such other information as required by Lend Lease, which must: be consistent with the dates shown on the Overall Target Schedule and Medium Range Schedules (if any) for commencement and completion of: (A) (B) the Works; the Stages of the Works (if any); and (iii) (C) the activities and items required for Substantial Completion of the Works, making due allowance for delays since the issue of the Overall Target Schedule; show all on and off-site activities necessary to permit weekly comparisons between the Works as programmed and the actual progress of the Works; show the dates and periods for:

88 (A) (B) (C) (D) (E) (F) (G) (H) (I) (J) supply of drawings and information from Lend Lease; approvals from Authorities and Lend Lease; provision of samples, opening up for inspection work covered up and testing of materials or executed work; provision and approval of shop drawings and as-constructed drawings allowing for the times required for Lend Lease s review and approval as stated in the Appendix; provision of all maintenance and operations manuals including drafts thereof; procurement and supply of essential materials; sequences and labour requirements for commissioning; provision and approval of safety procedures; provision of quality procedures; and all other activities, including those of other subcontractors, which have a bearing on the Date for Substantial Completion or the Subcontractor s ability to complete the Works in accordance with the Subcontractor s Programme; (iv) (v) (vi) (vii) allow for the activities of other subcontractors on the Site which may affect the Works; include labour forecasts for each programmed activity and expected labour productivity rates; indicate the critical path of the Works; and show such other information as Lend Lease may require. The Subcontractor s Programme must be submitted in the format indicated in the Appendix and issued to Lend Lease via Project Web. From time to time, Lend Lease may direct the Subcontractor to revise or update the Subcontractor's Programme and/or Programme Information. Within 5 Business Days of receipt of such a direction from Lend Lease the Subcontractor must submit a revised or updated Subcontractor's Programme or Programme Information to Lend Lease for approval, which must: (iii) take account of any delays and disruptions since providing the previous Subcontractor's Programme or Programme Information; incorporate changes in methods, times or sequences of activities; and modify such portions of the Subcontractor's Programme and / or Programme Information that Lend Lease deems impractical or unreasonable. If Lend Lease does not approve the Subcontractor's Programme and / or Programme Information, Lend Lease must notify the Subcontractor of its reasons. The Subcontractor must submit a further Subcontractor's Programme and / or Programme Information to Lend Lease within 5 Business Days of receipt of Lend Lease's notice. If the further Subcontractor's Programme and/or Programme Information is unacceptable, Lend Lease may issue or engage a suitably qualified consultant to issue a Subcontractor's Programme and/or Programme Information and the Subcontractor will be liable for any Losses suffered by Lend Lease, including fees paid by Lend Lease to the consultant.

89 (e) At any time the Subcontractor may submit to Lend Lease, for approval, a revised or updated Subcontractor's Programme and/or Programme Information, incorporating changes or amendments proposed by the Subcontractor and the provisions of Clause 3 will apply. 4. Acceleration Lend Lease may direct, in writing, an acceleration of the progress of the Works. If a direction by Lend Lease to accelerate the progress of the Works requires the Subcontractor to bring the Works (or a Stage) to Substantial Completion prior to the Date for Substantial Completion then the Date for Substantial Completion will be adjusted accordingly. Subject to Clause 4 of this Schedule, the Subcontract Sum will be adjusted by a reasonable amount in respect of additional costs incurred (taking into account any saving in costs) by the Subcontractor in complying with a direction to accelerate under Clause 4 of this Schedule, unless Lend Lease s decision to direct an acceleration of the Works is in any way caused, necessitated or contributed to by: (iii) a failure by the Subcontractor to proceed with the Works in accordance with this Schedule; the acts or omissions of others (including but not limited to other subcontractors, suppliers or consultants) whether engaged by Lend Lease or otherwise; or a matter beyond the direct control of Lend Lease, with the exception of a direction by the Client to accelerate which is compensated by the Client under the Head Contract. If the Subcontractor considers that a direction issued by Lend Lease, although not expressly requiring the Subcontractor to accelerate, in fact involves acceleration of the Works, the Subcontractor must promptly give written notice to Lend Lease (but no later than 5 Business Days of such direction and in any event before complying with the direction). Compliance with this Clause 4 will be a condition precedent to any Claim the Subcontractor may have for any Losses arising out of, or in connection with any such direction. The Subcontractor will not be entitled to Claim any Losses arising out of or in connection with compliance with such direction unless, before commencing work in relation to the direction, the Subcontractor: has provided Lend Lease with a written estimate of the additional costs it is likely to incur (and any savings in costs) in complying with Lend Lease s direction to accelerate, within 7 Business Days of a request by Lend Lease; and is in receipt of a written instruction from Lend Lease, entitled Acceleration Direction, to accelerate the Works. (e) Other than as provided in this Clause 4, the Subcontractor will have no entitlement to Claim in respect of any direction by Lend Lease under this Clause Short Range Schedules From time to time, Lend Lease may issue, update or amend Short Range Schedules. 6. Subcontractor s Obligations Unless otherwise directed or agreed by Lend Lease, the Subcontractor must maintain progress of the Works in accordance with the Subcontractor's Programme, Programme Information, Overall Target Schedule, Medium Range Schedule and the Short Range Schedule. Compliance with Clause 3 of this Schedule is a condition precedent to the Subcontractor s entitlement to an extension of time under Clause 22 of the Subcontract Conditions.

90 The Subcontractor must cooperate with Lend Lease and comply with Lend Lease's directions in relation to the preparation of programmes, schedules and other information. 7. Inconsistencies, ambiguities or discrepancies If the Subcontractor becomes aware of an inconsistency, ambiguity or discrepancy in the Subcontractor's Programme, Programme Information, Overall Target Schedule, Medium Range Schedule and the Short Range Schedule, the Subcontractor must promptly give written notice to Lend Lease. Lend Lease must issue written instructions to the Subcontractor explaining, determining or correcting any such inconsistencies, ambiguities or discrepancies.

91 SCHEDULE G: EXPERT DETERMINATION 1. Commencement The Expert Determination Process (the Process) will commence on the date that the Expert accepts the appointment to determine the Dispute in accordance with this Schedule (Process Commencement). 2. Submissions on the Dispute Within 10 Business Days of Process Commencement, the party issuing the Notice of Dispute (the Claimant) must provide to the Expert a copy of the Subcontract, a written submission on the Dispute, including any documents relied on by the Claimant, and provide a copy of its submission to the other party (the Respondent). Within 10 Business Days after the provision of the Claimant s submission under Clause 2, the Respondent may provide to the Expert and to the Claimant a written response (including any documents relied on by the Respondent). Within 10 Business Days after submission of the Respondent's response under Clause 2, if any, the Claimant may provide a written response. If the Expert decides that further information or documentation is required to determine the Dispute, the Expert may: require a further written submission or documentation from either or both parties (provided each party is given a reasonable opportunity to make a written response to the other's submission); and call a conference between the parties and the Expert in accordance with Clause 3. (e) The parties must comply with any direction or ruling by the Expert as to procedural or evidentiary matters. 3. Conference on the Dispute If the Expert decides that a conference between the parties is necessary, the Expert must: arrange for a conference at a venue and time convenient for the parties; and notify the parties, in writing, of the venue and time of the conference and any specific matters to be addressed at the conference (Agenda) at least 5 Business Days prior to the conference. The parties must appear at the conference and may make oral representations in respect of the matters notified in the Agenda. At the conference the Expert may permit the making of further submissions and the provision of further information, as may be fair and expedient in the circumstances. Transcripts of the conference must be taken and made available to the Expert and the parties. 4. Appraisal of the Dispute As expeditiously as possible, and within 3 months after Process Commencement (unless extended by agreement between the parties), the Expert must issue a written determination of the Dispute. Where the Expert's determination contains: a clerical mistake;

92 (iii) (iv) an error arising from an accidental slip or omission; a material miscalculation of figures or a material mistake in the description of any thing or person; or a defect in form, the Expert may correct the determination. 5. Procedural Rules Neither party may communicate directly or indirectly with the Expert in respect of any matter relating to the Dispute or the Subcontract, other than in accordance with this Schedule. At any conference the parties may have legal, or any other, representation. The conference must be held in private. All information disclosed during the Process must be kept confidential between the parties and the Expert. No such information may be disclosed to any other person, except: (iii) as required by law; to enforce the Expert s determination; or with the prior written consent of the parties. (e) Any failure of a party to appear at a conference, make submissions, comply with any Expert s direction, or otherwise to act as required by this Schedule, will not affect the validity of the Expert s determination or otherwise affect the conduct or validity of the Process. 6. Termination The Process will terminate upon the earlier of: (iii) (iv) notification by the Expert of the determination; the Expert s death; by agreement of the parties, upon the failure of the Expert to act; or expiration of 3 months after Process Commencement (unless extended by agreement of the parties). If the Process terminates prior to notification of the Expert s determination then the Dispute will be determined by a further Expert appointed under Clause 28.3 of the Subcontract Conditions. 7. Costs Each party will bear its own costs of participating in the Process and will share equally the costs of the Expert and the Process, unless otherwise determined by the Expert. If the Expert so directs, both parties must deposit security for the cost of the Process at the commencement of the Process. 8. Conduct of Expert The function of the Expert is to make a determination on the Dispute as submitted by the parties, in accordance with this Schedule. The parties agree that the Expert is an expert in the subject matter of the Dispute. The Expert must make the determination according to the law and must conduct the Process fairly and impartially as between the parties.

93 (e) (f) The Expert must make the determination on the basis of the information received from the parties and the Expert s own expertise. The determination will be made as an Expert and not as an Arbitrator. The Expert is not bound by the rules of evidence. The Expert must disclose all information and documentation received from a party to the other party. The Expert must not consult with a party except in the presence of the other party. If the Expert becomes aware of any circumstances that might reasonably be considered to adversely affect his or her capacity to act independently or impartially, he or she must inform the parties immediately. In those circumstances the Expert must terminate the Process, unless the parties agree otherwise. 9. Release If required by the Expert, prior to the commencement of the Process, the parties must release the Expert from any liability arising out of the conduct of the Process. 10. Modification Unless otherwise stated, these rules may be modified only by agreement of the parties and the Expert.

94 SCHEDULE H: ENVIRONMENT, HEALTH & SAFETY (EH&S) REQUIREMENTS 1. Responsibility for EH&S Requirements The Subcontractor acknowledges and agrees that the overall coordination of safety and environmental matters relating to the Project, including those affecting the Subcontractor's personnel, will be exercised by Lend Lease. Notwithstanding, the Subcontractor must also implement appropriate work practices and operating procedures and exercise due diligence in its execution of the Works to ensure the safety of all persons on the Site, members of the public who may be affected by the Works, and the protection of the environment. 2. Compliance with Legislation and EH&S Management System In addition to Clause 13.1 of the Subcontract Conditions, the Subcontractor must, from the commencement of the Works until the later of the end of the last Defects Liability Period (if more than one), or the date of rectification of all Defects under Clause 16.7 of the Subcontract Conditions, comply with all relevant: (e) codes of practice; Australian Standards; Lend Lease internal standards, as notified to the Subcontractor; the Subcontractor s EH&S management system; and directions by Lend Lease, in relation to EH&S matters. 3. EH&S management system Prior to commencement of the Works, the Subcontractor must: document; obtain Lend Lease s written approval of; and implement, an EH&S management system for the Works. As a minimum requirement, the EH&S management system must address the following elements: (e) (f) (g) (h) the Subcontractor s EH&S policy, objectives and general risk assessment of the Subcontractor s work; the Subcontractor s EH&S work practices and operating procedures and in the absence of these, the practices and procedures developed by Lend Lease; the Subcontractor s EH&S formal and informal inspection criteria and audit procedures for each significant risk identified during a risk assessment process, and its reporting obligations; EH&S roles and responsibilities of Subcontractor s personnel; EH&S performance evaluation criteria for the Works, including criteria for: (iii) emergency response programs; rehabilitation programs; and occurrence investigations.

95 EH&S training and retraining of personnel. 4. Amendments to the Subcontractor s EH&S management system The Subcontractor must amend its EH&S management system during the progress of the Works: to reflect any changes in risk assessments, work methods, or as reasonably required by Lend Lease, from time to time; if, in the opinion of Lend Lease: the Subcontractor is not complying with its EH&S management system; or the Subcontractor s system is inadequate, and Lend Lease directs the Subcontractor to amend its EH&S management system. any amended EH&S management system of the Subcontractor must be approved by Lend Lease. any delays and costs associated with any suspension of the Works, or remedial measures to meet the requirements of this Schedule, are the Subcontractor s responsibility. 5. EH&S obligations Notwithstanding the approved EH&S management system, the Subcontractor must comply with the following obligations: EH&S work practices and operating procedures (Environmental) The Subcontractor must: (iii) (iv) (v) (vi) (vii) (viii) (ix) meet or better the criteria set by any Authority and not cause undue impact on surrounding areas and stakeholders to mitigate the impact of noise and vibration; meet or better the criteria set by any Authority and protect the Subcontractor s Personnel and the public in relation to air quality and dust control; protect waterways, prevent or contain erosion and meet criteria set by Authorities in order to maintain water quality and prevent erosion; prevent pollution to the soil or groundwater within the Site, including spill prevention and containment; minimise waste to landfill and correctly classify and manage waste, including contaminated soils; meet or exceed Statutory Requirements in relation to chemical handling and dangerous goods; protect or enhance biodiversity of flora and fauna within the site; protect or enhance European or Aboriginal heritage; and maintain housekeeping practices and procedures for optimal operations on Site. EH&S work practices and operating procedures (Health & Safety) The Subcontractor must: provide materials and machinery which are adequately equipped, guarded, protected, approved and serviced on a regular basis and to manufacturer s specification;

96 (iii) (iv) (v) (vi) (vii) (viii) (ix) ensure that all electrical installations, materials, extension cords, fittings and similar provided for the Works comply with the requirements of Lend Lease and all relevant Authorities; ascertain from Lend Lease, or provide to Lend Lease, safe working loads for structures on the Site. If working loads on these structures are capable of being exceeded, then the Subcontractor, prior to commencing work, must advise Lend Lease of that fact. The Subcontractor must then design and construct temporary supports, satisfactory to Lend Lease, which are sufficient in all respects to support the working loads on these structures. Work must not be carried out by the Subcontractor on structures where working loads exceed the safe working loads either advised by Lend Lease or determined by the Subcontractor; obtain a hot work permit approved by both Lend Lease and the Subcontractor for any activity that involves the potential for fire or explosion; ensure first aid facilities are provided and maintained and supplement them with other facilities; where the Subcontractor's personnel carry out work on the Site outside the hours specified in the Appendix, ensure the attendance at the Site during those hours of at least one of the Subcontractor s personnel who is a certified first aid attendant; provide to Lend Lease, in a form acceptable to Lend Lease, Material Safety Data Sheets, copies of EH&S risk assessments and management inspection procedures in respect of chemicals or substances to be brought to or taken from the Site, prior to their delivery to or removal from the Site; undertake, document and provide an assessment of the risks for the Works to the requirements of AS 4360:2004 and develop appropriate controls for these risks. Where the controls identify that persons will be undertaking construction work on Site, the Subcontractor shall provide safe work method statements for all such work. The safe work method statement must meet all Statutory Requirements and Lend Lease Requirements; and obtain and maintain in a register all relevant licences, permits, environmental impact assessments and other instruments which are required by all Statutory Requirements and Lend Lease. EH&S inspection criteria (Audit & Reporting Procedures) The Subcontractor must: (iii) (iv) undertake regular formal and informal EH&S inspections that review its performance and it s adherence to its EH&S management system, identify any deficiencies in the system and maintain records of these inspections. The Subcontractor must allow Lend Lease to inspect these records and undertake audits of the Subcontractor s EH&S management system and its implementation and require reasonable rectification of deficiencies; establish a register for and, where required, provide evidence to Lend Lease of, all licences, registrations, orders and approvals, and all renewals thereof required of the Subcontractor for the Works; prior to delivery of any plant and equipment to the Site, provide to Lend Lease a schedule of the details of the plant and equipment, the regulatory operating conditions and the current maintenance and inspection records applicable to that plant and equipment; with each payment claim submitted under Clause 25.2 of the Subcontract Conditions, furnish a report with the following information: (A) current status of any injured personnel, damaged property or environmental damage or pollution;

97 (B) (C) (D) (E) status of the implementation and effectiveness of the corrective action in relation to this Clause 5(iv) of this Schedule; status of those personnel under a workers compensation or rehabilitation program; a statement as to compliance with its EH&S management system from a senior manager of the Subcontractor; and in respect of Clause 5(e)(iii) of this Schedule, upon completion of the clean-up operation, provide Lend Lease with a certificate stating that the operation has been completed in accordance with the relevant legislation. (v) provide to Lend Lease's Site Manager each week with the following information: (A) (B) (C) (D) (E) the names of the Subcontractor's personnel employed on the Site during the week; the total hours worked on the Site by those personnel in the week; details of injuries to those personnel including times of cessation and recommencement of work in the format required by Lend Lease; a copies of reports to authorities and clearance for their return to work if and when required; and any non-compliance(s) found during the inspections referred to in Clause 5 of this Schedule and the consequential EH&S management system deficiency and corrective action taken. EH&S Roles and Responsibilities The Subcontractor must: ensure that the Subcontractor s EH&S supervisor, as nominated in the Appendix: (A) (B) (C) (D) (E) is present on Site at the times reasonably required by Lend Lease; is in regular attendance at EH&S meetings and inspections or other similar meetings required by Lend Lease; records and reports to Lend Lease EH&S information required by Lend Lease, including collection of man hours and statistics on waste generation; completes daily EH&S inspections; prepares ongoing risk assessment and safe work procedures; and provide to Lend Lease details of the qualifications and experience of the Subcontractor s EH&S supervisor. If, in the opinion of Lend Lease, the supervisor is not a competent EH&S supervisor, Lend Lease may require the Subcontractor to renominate a competent EH&S supervisor acceptable to Lend Lease. (e) Performance evaluation criteria (Occurrence Notification & Recording) The Subcontractor must: at its cost, immediately remove from the Site, materials which in Lend Lease's opinion may constitute a health, safety or environmental risk or which are defective or inadequate for the work for which they were required;

98 upon the occurrence of any actual or potential Class 1 event (as defined in the Subcontractor s EH&S management), verbally inform Lend Lease s Site Manager of the following information: (A) (B) a description of the event and the circumstances which led to the occurrence of the event; and details of any injuries to personnel and damage to property or the environment; (iii) within 3 days of any actual or potential Class 1 or actual Class 2 event (as defined in the Subcontractor s EH&S management system), submit to Lend Lease s Site Manager a written report addressing: (A) (B) (C) (D) (D) the current status of the information referred to in Clause 5(e) of this Schedule; the potential for the event to reoccur in executing the Works; a copy of preliminary investigation conducted by the Subcontractor, including the deficiency in the Subcontractor s EH&S management system, which led to the event and the recommended corrective actions for the rectification of the deficiency; a copy of any notice required to be notified by the Subcontractor to a Statutory Authority; and in the event of any environmental damage or pollution, details of the clean-up operations necessary to restore the environment to its previous state or better. (iv) where the Subcontractor fails to comply with an EH&S procedure, direction or requirement applying to the Site, and Lend Lease issues a written notice requiring the Subcontractor to remedy the default prior to proceeding with the Works, the Subcontractor must remedy the default within the time specified in the notice, failing which, Lend Lease may remedy the default and the Subcontractor will be liable for Losses suffered by Lend Lease. (f) Performance evaluation criteria (EH&S Rehabilitation) The Subcontractor must: ensure that its personnel comply with all relevant legislation relating to the health, safety and rehabilitation of personnel; (iii) establish and ensure that its Subcontractors establish appropriate programmes for the rehabilitation of injured workers. The programmes must comply with the relevant legislation or, in the absence of any legislation, the rehabilitation policy and procedures developed by Lend Lease; provide to Lend Lease details of: (A) its rehabilitation programmes; and (B) the qualifications and experience of the Subcontractor s Rehabilitation Coordinator for the Works nominated in the Appendix. (g) EH&S Training and Retraining of Personnel The Subcontractor must: be able to demonstrate that the Subcontractor s personnel are conversant with, and adhere to, all relevant occupational health and safety and environmental legislation, codes of practice, manufacturer s and supplier s specifications, including site safety and environmental instructions issued by Lend Lease. Should the Subcontractor fail to

99 provide rehabilitation of light duties, Lend Lease may elect to provide these at the Subcontractor s expense to ensure that the injured person is rehabilitated as quickly as possible; (iii) (iv) (v) (vi) be able to demonstrate that the Subcontractor s personnel are involved with the preparation of the EH&S management system for the Works, including the risk assessment process and the preparation and compliance of safe work practices and procedures; ensure that the Subcontractor s personnel attend a Lend Lease site induction and specific job safety induction safe work practice or safe operating procedure programme for the Site, and use best endeavours to ensure induction programmes are undertaken prior to the relevant personnel commencing on the Site; if directed by Lend Lease, at the Subcontractor s cost, arrange for the Subcontractor's personnel to attend a re-induction programme nominated by Lend Lease; be able to demonstrate that the Subcontractor s personnel are adequately trained and instructed in the safe and correct usage, handling and operation of materials relevant to the tasks to which they are assigned. Lend Lease may, from time to time, require reasonable proof that the Subcontractor's personnel are appropriately trained and, instructed and that all Materials are used and maintained in accordance with the manufacturer s specifications. The Subcontractor must ensure that its personnel are not directed or expected to undertake work or activities which may be detrimental to the environment or the safety, health or welfare of themselves or others; ensure that its personnel participate in, at the Subcontractor s cost, the project skilling enhancement training programme or other training programmes, as directed by Lend Lease.

100 SCHEDULE I: INDUSTRIAL REQUIREMENTS 1. Responsibility for Industrial Requirements The Subcontractor acknowledges and agrees that subject to law, the overall coordination of industrial matters relating to the Works, including those affecting the Subcontractor's personnel, will be exercised by Lend Lease. This does not relieve the Subcontractor of its responsibilities relating to its personnel or the Works. Subject to any instruction Lend Lease may give, the Subcontractor is responsible for industrial matters for its personnel. At least 5 days prior to commencing work on the Site the Subcontractor must submit to Lend Lease the Subcontractor s plan for the management of industrial matters (including industrial disputes) for the Works, for Lend Lease s approval. 2. Representatives The director or other senior representative of the Subcontractor nominated in the Appendix: will be responsible for the overall direction, control and management of all industrial matters in respect of the Subcontractor s personnel; and must report to and confer with Lend Lease on industrial matters arising out of, affecting or which may affect the performance of the Works. The Subcontractor must not change its nominee without the written consent of Lend Lease, which must not be unreasonably withheld. 3. Personnel The Subcontractor must not permit a person to commence work on the Site unless: (iii) the person has been transferred to the Site from other works of the Subcontractor or its subcontractor; the person has been engaged through the Subcontractor's head office (or its subcontractor's head office); and details of the matters referred to in Clause 3 and Clause 3 have been provided to Lend Lease. The Subcontractor must not make cash in hand payments to employees working on the Site where such payments are contrary to the provisions of any applicable award or legislation. The Subcontractor must not engage in any unlawful arrangements or practices designed to avoid award or legislative obligations including treating a genuine employee as an independent contractor or allowing inappropriate application of the Pay As You Go (PAYG) system of taxation. The Subcontractor must ensure that its employees working on the Site are entitled to work in Australia and hold valid working visas. The Subcontractor can go to the Visa Entitlement Verification Online (VEVO) service to verify the right to work status of all new workers from overseas. This service can be accessed at the Department of Immigration and Citizenship website at:

101 4. Compliance with Legislation As soon as it becomes aware, the Subcontractor must inform Lend Lease of: any judicial decisions against it (not including decisions under appeal) relating to employee entitlements; any adverse Court or Tribunal decision for a breach of workplace relations law, occupational health and safety law, or workers compensation law; and (iii) any orders from any Court or Tribunal decisions the Subcontractor which has not fully complied with relating to a breach of workplace relations law, occupational health and safety law, or workers compensation law, and provide Lend Lease with a statutory declaration on any matter that may arise from this Clause 4. Where the Subcontractor engages personnel under a services contract, such contract must be a bona fide arrangement that complies with all relevant legislation. 5. Compliance with Awards and Directions The Subcontractor must ensure that its personnel are paid, as a minimum, at the rates fixed by relevant legislation, awards and/or applicable industrial instruments and are employed under the conditions (including hours of work) prescribed therein. The Subcontractor must ensure that its personnel are conversant with, and adhere to, the dispute settlement procedures contained in relevant awards and enterprise agreements relevant to those personnel. The Subcontractor must ensure that its personnel and the personnel of its suppliers abide by all recommendations, directions or orders of relevant industrial courts and tribunals, or of a private arbitrator or panel of arbitrators appointed in accordance with a relevant enterprise agreement or award. A failure by the Subcontractor's personnel, or the personnel of its suppliers, to return to work or lift bans or work limitations in accordance with a recommendation, direction, decision or order of a Tribunal or Court, will be deemed to be a breach by the Subcontractor of this Schedule for the purposes of Clause 26.4 of the Subcontract Conditions. 6. Disputes The Subcontractor must promptly inform Lend Lease of: disputes, or threatened disputes, with its personnel or a union, including any dispute which may affect the Works either on or off the Site; demands for wages or conditions in excess of or outside the scope of the applicable legislation, awards, agreements, determinations, judgments or orders in force, from time to time; demarcation problems that arise or are likely to arise between its personnel and other personnel on the Site; and, after the Subcontractor informs Lend Lease of the matters listed in Clause 6 to Clause 6 of this Schedule, the Subcontractor must meet with Lend Lease as soon as possible to discuss how the Subcontractor proposes to resolve the disputes, demands or issues. 7. Relevant Legislation, Awards and Enterprise Agreements

102 In the event that any provision of this Subcontract contravenes any requirement of any relevant legislation, award, code of practice, implementation guideline or enterprise agreement, then that provision will not apply and the requirement of the legislation, award, code of practice, implementation guideline or enterprise agreement will prevail. 8. Dispute Resolution for Enterprise Agreements If a dispute relates to: a matter arising under the agreement; or the National Employment Standards; this term sets out procedures to settle the dispute. (e) A Subcontractor, or its personnel, who is a party to the dispute may appoint a representative for the purposes of the procedures in this term. In the first instance, the parties to the dispute must try to resolve the dispute at the workplace level, by discussions between Lend Lease and the Subcontractor, or its personnel, and relevant supervisors and/or management. If discussions at the workplace level do not resolve the dispute, a party to the dispute may refer the matter to Fair Work Australia. Fair Work Australia may deal with the dispute in 2 stages: Fair Work Australia will first attempt to resolve the dispute as it considers appropriate, including by mediation, conciliation, expressing an opinion or making a recommendation; and if Fair Work Australia is unable to resolve the dispute at the first stage, Fair Work Australia may then: (1) arbitrate the dispute; and (2) make a determination that is binding on the parties. (f) While the parties are trying to resolve the dispute using the procedures in this term: the Subcontractor, or its personnel. must continue to perform his or her work as he or she would normally unless he or she has a reasonable concern about an imminent risk to his or her health or safety; and the Subcontractor, or its personnel, must comply with a direction given by Lend Lease to perform other available work at the same Site, or at another Site, unless: (1) the work is not safe; or (2) applicable occupational health and safety legislation would not permit the work to be performed; or (3) the work is not appropriate for the employee to perform; or (4) there are other reasonable grounds for the employee to refuse to comply with the direction. (g) The parties to the dispute agree to be bound by a decision made by Fair Work Australia in accordance with this term.

103 SCHEDULE J: NATIONAL CODE OF PRACTICE REQUIREMENTS 1. Lend Lease must comply with the National Code of Practice for the Construction Industry (Code) and the Australian Government Implementation Guidelines for the National Code of Practice for the Construction Industry, August 2009 (Guidelines) on the Project in order to undertake present and future Australian Government directly or indirectly funded construction projects. Copies of the Code and Guidelines are available at 2. Lend Lease is required by the Code and the Guidelines to require all subcontractors engaged to perform work on this Project to comply with the Code and the Guidelines. 3. The Subcontractor warrants that, at the time that it entered into the Subcontract with Lend Lease the Subcontractor s work practices and the industrial instruments (as defined in the Guidelines), to which the Subcontractor is a party, comply with the Code and the Guidelines. 4. The Subcontractor agrees that whilst carrying out the Works under the Subcontract, it will continue to comply with the Code and the Guidelines on this Project and on any other project where the Subcontractor is required to comply with the Code and the Guidelines. 5. Compliance with the Code or the Guidelines will not relieve the Subcontractor from responsibility to perform the Subcontract and the Works under the Subcontract or from liability for any defect in the Works arising from compliance with the Code or the Guidelines. 6. Where a change in the Subcontract is proposed and that change would affect compliance with the Code or the Guidelines, the Subcontractor must submit a report to Lend Lease specifying the extent to which the Subcontractor s compliance with the Code or the Guidelines will be affected. 7. The Subcontractor must maintain adequate records of the compliance with the Code and Guidelines by: the Subcontractor; any subcontractors engaged by the Subcontractor to perform any of the work under the Subcontract or on or in connection with the Project; and its related entities (as defined in the Guidelines) which are or will be performing work under the Subcontract or on or in connection with the Project. 8. For the purpose of monitoring the Subcontractor s compliance with the Code and Guidelines (Compliance Purpose), the Subcontractor must permit a person occupying a position in the Office of the Australian Building and Construction Commissioner to which that person is appointed under the Building and Construction Industry Improvement Act 2005 (Cth) (ABCC), full access to the place or places at which Works under the Subcontract are being or have been carried out and to any place of business where documents relevant to a Compliance Purpose are held or located. 9. Without limiting Clause 8, the Subcontractor must permit the ABCC to: inspect any work, material, machinery, appliance, article or facility; inspect and copy any record relevant to the Project and work under the Subcontract; interview any person; and request the Subcontractor to produce a specified document within a specified period, being not less than 14 days in person, by fax or by post, as is necessary for a Compliance Purpose. 10. For the purpose of monitoring compliance with the Code and Guidelines by:

104 related entities (as defined in the Guidelines) of the Subcontractor engaged on or in connection with the Project or the works under the Subcontract; and subcontractors engaged by Subcontractor on or in connection with the Project or the works under the Subcontract (Third Party Compliance), the Subcontractor agrees to require that its subcontractors and its related entities (as defined in the Guidelines) permit the ABCC: full access to the place or places at which work under the Subcontract or in connection with the Project are being or have been carried out and to any place of business where documents relevant to Third Party Compliance are held or located; and without limiting Clause 10, to: (iii) (iv) inspect any work, material, machinery, appliance, article or facility; inspect and copy any record relevant to the Project and work under the Subcontract; interview any person; and request such subcontractor or related entity (as defined in the Guidelines) to produce a specified document within a specified period, being not less than 14 days, in person, by fax or by post, as is necessary for Third Party Compliance. 11. The Subcontractor must ensure that all subcontracts to which it is a party in connection with the Project or the Works under the Subcontract impose obligations on subcontractors to such contracts equivalent to the obligations imposed on the Subcontractor under Clauses 1 to 11 of this Schedule.

105 SCHEDULE K: SUBCONTRACTOR S STATEMENT (NSW)

106