Form of Sub-Contract and Agreement Page 1

FORM OF SUB-CONTRACT
May 2006
FOR USE WITH THE FIDIC CONSTRUCTION CONDITIONS OF CONTRACT
FIRST EDITION 1999




Form of Sub-Contract and Agreement Page 2
AN AGREEMENT made the day of... 2 ..
BETWEEN ...... of/whose
registered office is at ......
... (hereinafter called 'the Contractor') of the
one
part and .. of/whose
registered office is at ...
.. (hereinafter called 'the Sub-Contractor') of the other part.
WHEREAS the Contractor has entered into a Contract (hereinafter called 'the Main Contract') particulars of
which are set out in the First Schedule hereto:
AND WHEREAS the Sub-Contractor having been afforded the opportunity to read and note the provisions of
the Main Contract (other than details of the Contractor's prices thereunder), has agreed to execute upon the
terms hereinafter appearing the works which are described in the documents specified in the Second
Schedule hereto and which form part of the Works to be executed by the Contractor under the Main Contract:
NOW IT IS HEREBY AGREED as follows:
Definitions 1. (1) In this Sub-Contract (as hereinafter defined) all words and expressions
have the same meaning as in the Main Contract unless otherwise provided
or where the context otherwise requires.
(a) 'the Main Contract' means the contract, particulars of which
are given in the First Schedule hereto.
(b) 'the Sub-Contract' means this Agreement together with such
other documents as are specified in the Second Schedule
hereto, but excluding any standard printed conditions that
may be included in such other documents unless separately
specified in the said Schedule.
(c) 'the Sub-Contract Works' means the works described in the
documents specified in the Second Schedule hereto.
(d) 'the Main Works' means the Works as defined in the Main
Contract.
(e) 'the Price' means the sum specified in the Third Schedule
hereto as payable to the Sub-Contractor for the Sub-Contract
Works or such other sum as may become payable under the
Sub.-Contract
(f) Sub-Contractor's Equipment' means all appliances or things
of whatsoever nature required by the Sub-Contractor in the
fulfilment of his obligations under the Sub-Contract but does
not include materials or other things intended to form or
forming part of the Sub-Contract Works.
(g) 'maintain' means the execution of outstanding work and the
correction of defects as required by Clause 11 of the Main
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Contract and the words 'maintenance' and 'maintaining' shall
be construed accordingly.
(h) 'insolvent' has the following meaning:
A company becomes insolvent on the making of an
administration order against it, on the appointment of an
administrative receiver or a receiver or manager of its
property, or the appointment of a receiver, on the passing of
a resolution for voluntary winding up without a declaration of
solvency , or on the making of a winding-up order .
A partnership becomes insolvent on the making of a winding-
up order against it or the partnership grants a trust deed for
its creditors.
An individual becomes insolvent on the making of a
bankruptcy order against him or when he grants a trust deed
for his creditors.
A company, partnership or individual shall also be treated as
insolvent on the occurrence of any event corresponding to
those specified above under the law of the country.
(2) Words importing the singular also include the plural and vice-versa where
the context requires
(3) The headings, marginal notes and notes for guidance in this Agreement
shall not be deemed to be part thereof or taken into consideration in the
interpretation or construction thereof or of the Sub-Contract.
(4) All references herein to clauses are references to clauses numbered in this
Agreement and not to those in any other document forming part of the Sub-
Contract unless otherwise stated.
General 2. (1) The Sub-Contractor shall execute, complete and maintain the Sub-Contract
Works in accordance with the Sub-Contract and to the reasonable
satisfaction of the Contractor and of the Engineer. The Sub-Contractor
shall exercise all reasonable skill care and diligence in designing any part
of the Sub-Contract Works for which design he is responsible.
(2) The Sub-Contractor shall provide all labour, materials, Sub-Contractor's
Equipment, Temporary Works and everything whether of a permanent or
temporary nature required for the execution, completion and maintenance
of the Sub-Contract Works, except as otherwise agreed in accordance with
Clause 4 and set out in the Fourth Schedule hereto.
(3) The Sub-Contractor shall not assign the whole or any part of the benefit of
this Sub-Contract nor shall he sub-let the whole or any part of the Sub-
Contract Works without the previous written consent of the Contractor.
Provided always that the Sub-Contractor may without such consent assign
either absolutely or by way of charge any sum which is or may become due
and payable to him under this Sub-Contract.
(4) Copyright of all Drawings, Specifications and the Bill of Quantities (except
the pricing thereof) supplied by the Employer or the Engineer or the
Contractor shall not pass to the Sub-Contractor but the Sub-Contractor
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may obtain or make at his own expense any further copies required by him
for the purposes of the Sub-Contract. Similarly copyright of all documents
supplied by the Sub-Contractor under the Sub-Contract shall remain in the
Sub-Contractor but the Employer and the Engineer and the Contractor
shall have full power to reproduce and use the same for the purpose of
completing, operating, maintaining and adjusting the Works.
(5) Nothing in this Sub-Contract confers or purports to confer on any third party
any benefit or any right to enforce any term of the Sub-Contract.
Main Contract 3. (1) The Sub-Contractor shall be deemed to have full knowledge of the
provisions of the Main Contract (other than the details of the Contractor's
prices thereunder as stated in the Bills of Quantities or Schedules of rates
and prices as the case may be), and the Contractor shall, if so requested
by the Sub-Contractor, provide the Sub-Contractor with a true copy of the
Main Contract (less such details), at the Sub-Contractor's expense. The
Main Contractor shall on request provide the Sub-Contractor with a copy of
the Appendix to the Form of Tender to the Main Contract together with
details of any contract conditions which apply to the Main Contract which
differ from the applicable standard FIDIC Construction Conditions of
Contract.
(2) Save where the provisions of the Sub-Contract otherwise require, the Sub-
Contractor shall so execute, complete and maintain the Sub-Contract
Works that no act or omission of his in relation thereto shall constitute,
cause or contribute to any breach by the Contractor of any of his
obligations under the Main Contract and the Sub-Contractor shall, save as
aforesaid, assume and perform hereunder all the obligations and liabilities
of the Contractor under the Main Contract in relation to the Sub-Contract
Works.
Nothing herein shall be construed as creating any privity of contract
between the Sub-Contractor and the Employer.
(3) The Sub-Contractor shall indemnify the Contractor against every liability
which the Contractor may incur to any other person whatsoever and
against all claims, demands, proceedings, damages, costs and expenses
made against or incurred by the Contractor by reason of any breach by the
Sub-Contractor of the Sub-Contract.
(4) The Sub-Contractor hereby acknowledges that any breach by him of the
Sub-Contract may result in the Contractor's committing breaches of and
becoming liable in damages under the Main Contract and other contracts
made by him in connection with the Main Works and may occasion further
loss or expense to the Contractor in connection with the Main Works and
all such damages loss and expense are hereby agreed to be within the
contemplation of the parties as being probable results of any such breach
by the Sub-Contractor.
Contractor's
Facilities
4. (1) The Contractor shall permit the Sub-Contractor for the purpose of
executing and completing the Sub-Contract Works to use such scaffolding
as is from time to time provided by the Contractor in connection with the
Main Works, but the Contractor shall not be bound to provide or retain any
such scaffolding for the Sub- Contractor's use. No such permission shall
imply any warranty by the Contractor as to the fitness, condition or
suitability of such scaffolding, nor shall it impose any liability upon the
Contractor in respect of its use by the Sub-Contractor, his servants or
agents, nor relieve the Sub-Contractor of any statutory or other obligation
Form of Sub-Contract and Agreement Page 5
to test or inspect the scaffolding to be used by his servants or agents or to
provide suitable scaffolding for their use.
(2) The Contractor shall provide at the Site the Contractor's Equipment and/or
other facilities (if any) specified in Part 1 of the Fourth Schedule hereto and
shall permit the Sub-Contractor in common with such other contractors as
the Contractor may allow, to have the use thereof for the purposes of
executing and completing but not of maintaining the Sub-Contract Works,
upon such terms and conditions (if any) as are specified in the said
schedule, but the Contractor shall have no liability to the Sub-Contractor in
respect of any failure to provide such Contractor's Equipment or facilities, if
such failure is due to circumstances outside the Contractor's control, nor in
respect of any inadequacy or unfitness for the Sub-Contractor's purposes
of any Contractor's Equipment or facilities so provided.
(3) The Contractor shall also provide for the exclusive use of the Sub-
Contractor the Contractor's Equipment and/or other facilities (if any)
specified in Part II of the Fourth Schedule upon such terms and conditions
(if any) as are specified in the said Schedule, but the Contractor shall have
no liability to the Sub-Contractor in respect of any failure to provide such
Contractor's Equipment and facilities, if such failure is due to circumstance
outside the Contractor's control, nor in respect of any inadequacy or
unfitness for the Sub-Contractor's purposes of any such Contractor's
Equipment or facilities so provided.
(4) The Sub-Contractor shall indemnify the Contractor against any damage or
loss whatsoever arising from the misuse by the Sub-Contractor, his
servants or agents of the Contractor's Equipment and/or other facilities
provided for his use by the Contractor.
Site Working
and Access
5. (1) The Sub-Contractor shall in the execution of the Sub-Contract Works on
the Site observe the same hours of working as the Contractor, unless
otherwise agreed, and shall comply with all reasonable rules and
regulations of the Contractor governing the execution of the work, the
arrival at and the departure from the Site of materials and Sub-Contractor's
Equipment and the storage of materials and Sub-Contractor's Equipment
on the Site.
(2) The Contractor shall from time to time make available to the Sub-
Contractor such part or parts of the Site and such means of access thereto
within the Site as shall be necessary to enable the Sub-Contractor to
execute the Sub-Contract Works in accordance with the Sub-Contract, but
the Contractor shall not be bound to give the Sub-Contractor exclusive
possession or exclusive control of any part of the Site.
(3) The Sub-Contractor shall permit the Engineer, the Engineer's
Representative and other the Engineer's servants and agents and the
Contractor, his servants and agents (including any other sub-contractors
engaged in the execution of the Main Works), during working hours to have
reasonable access to the Sub-Contract Works and to the places on the Site
where any work or materials therefor are being executed prepared or
stored and the Sub-Contractor shall also permit or procure reasonable
access for the Engineer, his servants and agents and for the Contractor,
his servants and agents to such places off the Site where work is being
executed or prepared by or on behalf of the Sub-Contractor in connection
with the Sub- Contract Works
Commencement 6. (1) Within 10 days, or such other period as may be agreed in writing, of receipt
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and Completion of the Contractor's written instructions so to do, the Sub-Contractor shall
enter upon the Site and commence the execution of the Sub-Contract
Works and shall thereafter proceed with the same with due diligence and
without any delay, except such as may be expressly sanctioned or ordered
by the Contractor or be wholly beyond the control of the Sub-Contractor.
Subject to the provisions of this Clause, the Sub-Contractor shall complete
the Sub-Contract Works within the Period for Completion specified in the
Third Schedule hereto.
(2) If the Sub-Contractor shall be delayed in the execution of the Sub-Contract
Works:
(a) by any circumstances or occurrence (other than a breach of this
Sub-Contract by the Sub-Contractor) entitling the Contractor to an
extension of his time for completion of the Main Works under the
Main Contract; or
(b) by the ordering of any variation of the Sub-Contract Works to which
paragraph (a) of this sub-clause does not apply; or
(c) by any breach of this Sub-Contract by the Contractor; then in any
such event the Sub-Contractor shall be entitled to such extension
of the Period for Completion as may in all the circumstances be fair
and reasonable.
Provided always that in any case to which paragraph (a) of this sub-clause
applies it shall be a condition precedent to the Sub-Contractor's right to an
extension of the Period for Completion that he shall have given written
notice to the Contractor of the circumstances or occurrence which is
delaying him within 14 days of such delay first occurring together with full
and detailed particulars in justification of the period of extension claimed in
order that the claim may be investigated at the time and in any such case
the extension shall not in any event exceed the extension of time to which
the Contractor is properly entitled under the Main Contract.
(3) Where differing Periods of Completion are specified in the Third Schedule
for different parts of the Sub-Contract Works, then for the purposes of the
preceding provisions of this Clause each such part shall be treated
separately in accordance with sub-clause (2) above.
(4) Nothing in this Clause shall be construed as preventing the Sub-Contractor
from commencing off the Site any work necessary for the execution of the
Sub-Contract Works at any time before receipt of the Contractor's written
instructions under sub-clause (1) of this Clause.
(5) The Contractor shall notify the Sub-Contractor in writing of all extensions of
time obtained under the provisions of the Main Contract which affect the
Sub-Contract.
Instructions and
Decisions
7. (1) Subject to Clause 8 (Variations), the Sub-Contractor shall in relation to the
Sub-Contract Works comply with all instructions and decisions of the
Engineer and of the Engineer's Representative which are notified and
confirmed in writing to him by the Contractor, irrespective of whether such
instructions and decisions were validly given under the Main Contract. The
Sub-Contractor shall have the like rights, (if any), to payment against the
Contractor in respect of such compliance as the Contractor has against the
Employer under the Main Contract. Further if any such instruction or
decision notified and confirmed as aforesaid is invalidly or incorrectly given
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by the Engineer under the Main Contract, then the Sub-Contractor shall be
entitled to recover such costs as may be reasonable (if any) from the
Contractor of complying therewith provided that such costs were not
caused or contributed to by any breach of this Sub-Contract by the Sub-
Contractor.
(2) The Contractor shall have the like powers in relation to the Sub-Contract
Works to give instructions and decisions as the Engineer has in relation to
the Main Works under the Main Contract and the Sub-Contractor shall
have the like obligations to abide by and comply therewith and the like
rights in relation thereto as the Contractor has under the Main Contract.
The said powers of the Contractor shall be exercisable in any case
irrespective of whether the Engineer has exercised like powers in relation
thereto under the Main Contract.
Variations 8. (1) The Sub-Contractor shall make such variations of the Sub-Contract Works,
whether by way of addition, modification or omission, as may be:
(a) ordered by the Engineer under the Main Contract and confirmed in
writing to the Sub-Contractor by the Contractor; or
(b) agreed to be made by the Employer and the Contractor and confirmed
in writing to the Sub-Contractor by the Contractor; or
(c) ordered in writing by the Contractor.
Any order relating to the Sub-Contract Works which is validly given by the
Engineer under the Main Contract and constitutes a variation thereunder
shall for the purposes of this Clause be deemed to constitute a variation of
Sub-Contract Works, if confirmed by the Contractor in accordance with
paragraph (a) hereof.
(2) The Sub-Contractor shall not act upon an unconfirmed order for the
variation of the Sub-Contract Works which is directly received by him from
the Employer or the Engineer. If the Sub-Contractor shall receive any such
direct order, he shall forthwith inform the Contractor's agent or foreman in
charge of the Main Works thereof and shall supply him with a copy of such
direct order, if given in writing. The Sub-Contractor shall only act upon such
order as directed in writing by the Contractor, but the Contractor shall give
his directions thereon with all reasonable speed.
(3) Save as aforesaid the Sub-Contractor shall not make any alteration in or
modification of the Sub-Contract Works.
(4) Variations carried out in accordance with this Clause shall be valued as
provided in Clause 9 and payment made in accordance with Clause 15.
Valuation of
Variations
9. (1) All authorised variations of the Sub-Contract Works shall be valued in the
manner provided by this Clause and the value thereof shall be added to or
deducted from the price specified in the Third Schedule hereto or as the
case may require.
(2) The value of all authorised variations shall be ascertained by reference to
the rates and prices (if any), specified in the Sub-Contract for the like or
analogous work, but if there are no such rates and prices, or if they are not
applicable, then such value shall be such as is fair and reasonable in all the
circumstances. In determining what is fair and reasonable valuation, regard
shall be had to any valuation made under the Main Contract in respect of
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the same variation.
(3) Where an authorised variation of the Sub-Contract Works, which also
constitutes an authorised variation under the Main Contract is measured by
the Engineer thereunder, then provided that the rates and prices in this
Sub-Contract permit such variation to be valued by reference to
measurement, the Contractor shall permit the Sub-Contractor to attend any
measurement made on behalf of the Engineer and such measurement
made under the Main Contract shall also constitute the measurement of the
variation for the purposes of this Sub-Contract and it shall be valued
accordingly.
(4) In any bill of quantities or price breakdown submitted by the Sub-Contractor
and forming part of this Sub-Contract quantities stated therein shall be
taken to define and limit the extent of any work to be done by the Sub-
Contractor in the execution and completion of the Sub-Contract Works.
(5) Where the Sub-Contractor has been ordered in writing by the Contractor to
carry out any additional or substituted work on a daywork basis the Sub-
Contractor shall be paid for such work under the conditions set out in the
Dayworks Schedule included in the Bill of Quantities under the Main
Contract (if any) and at the rates and prices affixed to his Tender in the
Third Schedule or as otherwise agreed.
(6) Without prejudice to the generality of Clause 3(1) where the Sub-
Contractor is to be paid for dayworks at the rates provided in the Dayworks
Schedule included in the Bill of Quantities under the Main Contract the
Main Contractor shall provide the Sub-Contractor with a copy of the said
Daywork Schedule which should be referred to in Schedule 2.
Notices and
Claims
10. (1) Without prejudice to the generality of Clause 3 hereof whenever the
Contractor is required by the terms of the Main Contract to give any return,
account, notice or other information to the Engineer or to the Employer, the
Sub-Contractor shall in relation to the Sub-Contract Works give a similar
return, account or notice or such other information in writing to the
Contractor as will enable the Contractor to comply with such terms of the
Main Contract and shall do so in sufficient time to enable the Contractor to
comply with such terms punctually.
Provided always that the Sub-Contractor shall be excused any non-
compliance with this sub-clause for so long as he neither knew nor ought to
have known of the Contractor's need of any such return, account, notice or
information from him.
(2) (a) Subject to the Sub-Contractor's complying with this sub-
clause 10(2), the Contractor shall take all reasonable steps to
secure from the Employer such contractual benefits, if any,
as may be claimable in accordance with the Main Contract
on account of any unforeseeable physical conditions that
may affect the execution of the Sub-Contract Works and the
Sub-Contractor shall in sufficient time afford the Contractor
all information and assistance that may be requisite to enable
the Contractor to claim such benefits.
(b) Where the Contractor has claimed additional payment under
the Main Contract on account of unforeseeable physical
conditions affecting the execution of the Sub-Contract Works
and the Engineer has determined a sum due to the
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Contractor by reason of such conditions or obstructions, the
Contractor shall within 28 days from such determination by
the Engineer determine and notify in writing to the Sub-
Contractor such proportion of any such sum which it is in all
the circumstances fair and reasonable to pay to the Sub-
Contractor. Provided that the Contractor shall have no liability
to make any such payment to the Sub-Contractor to the
extent that the Engineer has determined a sum due to the
Contractor by reason of adverse physical conditions or
artificial obstructions but the Employer is insolvent and has
failed to make payment to the Contractor in respect of such
determination.
(c) Where the Contractor has claimed an extension of time
under the Main Contract on account of unforeseeable
physical conditions affecting the execution of the Sub-
Contract Works and the Engineer has determined an
extension of time to which the Contractor is entitled by
reason of such conditions or obstructions, the Contractor
shall determine such proportion of any such extension which
it is in all the circumstances fair and reasonable to pass on to
the Sub-Contractor.
(d) Save as aforesaid the Contractor shall have no liability to the
Sub-Contractor in respect of any condition, obstruction or
circumstance that may affect the execution of the Sub-
Contract Works and the Sub-Contractor shall be deemed to
have satisfied himself as to the correctness and sufficiency of
the Price to cover the provision and doing by him of all things
necessary for the performance of his obligations under the
Sub-Contract Provided always that nothing in this Clause
shall prevent the Sub-Contractor claiming for delays in the
execution of the Sub-Contract Works solely by the act or
default of the Main Contractor on the ground only that the
Main Contractor has no remedy against the Employer for
such delay.
(3) If by reason of any breach by the Sub-Contractor of the provisions of sub-
clause (1) of this Clause the Contractor is prevented from recovering any
sum from the Employer under the Main Contract in respect of the Main
Works, then without prejudice to any other remedy of the Contractor for
such breach, the Contractor may deduct such sums from monies otherwise
due to the Sub-Contractor under this Sub-Contract.
Property in
Materials and
Plant
11. (1) Where it is provided by the Main Contract that the property in any Sub-
Contractor's Equipment, Temporary Works, materials or things whatsoever
shall in certain events vest in the Employer or revest in the Contractor, then
in so far as such Sub-Contractor's Equipment, Temporary Works, materials
or things are to be provided by the Sub-Contractor in connection with the
Sub-Contract Works, the property therein shall pass from the Sub-
Contractor to the Contractor immediately before it is due to vest in the
Employer in pursuance of the Main Contract and shall re-pass from the
Contractor to the Sub-Contractor immediately after it has revested in the
Contractor in pursuance of the Main Contract.
(2) Without prejudice to the generality of Clause 3 (Main Contract), the Sub-
Contractor shall comply with the requirements of the Main Contract as to
the bringing on to and removal from the Site of Sub-Contractor's
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Equipment, Temporary Works, materials and other things and in so far as
any items thereof are hired by the Sub-Contractor, he shall comply with all
the requirements of the Main Contract as to the terms of such hirings and
as to the giving of information and certificates in relation thereto.
Indemnities 12. (1) The Sub-Contractor shall at all times indemnify the Contractor against all
liabilities to other persons (including the servants and agents of the
Contractor or Sub-Contractor) for bodily injury, damage to property or other
loss which may arise out of or in consequence of the execution, completion
or maintenance of the Sub-Contract Works and against all costs, charges
and expenses that may be occasioned to the Contractor by the claims of
such persons.
Provided always that the Contractor shall not be entitled to the benefit of
this indemnity in respect of any liability or claim if he is entitled by the terms
of the Main Contract to be indemnified in respect thereof by the Employer.
Provided further that the Sub-Contractor shall not be bound to indemnify
the Contractor against any such liability or claim if the injury, damage or
loss in question was caused solely by the wrongful acts or omissions of the
Contractor, his servants or agents.
(2) The Contractor shall indemnify the Sub-Contractor against all liabilities and
claims against which the Employer by the terms of the Main Contract
undertakes to indemnify the Contractor and to the like extent, but no
further.
Outstanding
Work and
Defects
13. (1) If the Sub-Contractor shall complete the Sub-Contract Works as required
by Clause 2(I) before the substantial completion of the Main Works, or
where under the Main Contract the Main Works are to be completed by
sections before the substantial completion of the section or sections in
which the Sub-Contract Works are comprised, the Sub-Contractor shall
maintain the Sub-Contract Works in the condition required by the Main
Contract (fair wear and tear excepted) to the satisfaction of the Engineer
and shall make good every defect and imperfection therein from whatever
cause arising until such substantial completion of the Main Works or
section thereof is achieved and subject to Clause 14(Insurance), shall not
be entitled to any additional payment for so doing unless such defect or
imperfection is caused by the act, neglect or default of the Employer, his
servants or agents under the Main Contract or of the Contractor, his
servants or agents under the Sub-Contract.
(2) After completion of the Main Works or of the section or sections thereof in
which the Sub-Contract Works are comprised, as the case may be, the
Sub-Contractor shall maintain the Sub-Contract Works and shall make
good such defects and imperfections therein as the Contractor is liable to
make good under the Main Contract for the like period and otherwise upon
the like terms as the Contractor is liable to do under the Main Contract.
Provided always that if any defect or imperfection made good by the Sub-
Contractor under this sub-clause is caused by the act, neglect or default
under the Sub-Contract of the Contractor, his servant or agents, then
notwithstanding that the Contractor may have no corresponding right under
the Main Contract, the Sub-Contractor shall be entitled to be paid by the
Contractor his reasonable costs of making good such defect or
imperfection.
Insurances 14. (1) The Sub-Contractor shall effect insurance against such risks as are
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specified in Part I of the Fifth Schedule hereto and in such sums and for the
benefit of such persons as are specified therein and unless the said Fifth
Schedule otherwise provides, shall maintain such insurance from the time
that the Sub-Contractor first enters upon the Site for the purpose of
executing the Sub-Contract Works until he has finally performed his
obligations under Clause 13 (Outstanding Work and Defects).
(2) The Contractor shall maintain in force until such time as the Main Works
have been substantially completed or ceased to be at his risk under the
Main Contract, the policy of insurance specified in Part II of the Fifth
Schedule hereto. In the event of the Sub-Contract Works, or any Sub-
Contractor's Equipment, Temporary Works, materials or other things
belonging to the Sub-Contractor being destroyed or damaged during such
period in such circumstances that a claim is established in respect thereof
under the said policy, then the Sub-Contractor shall be paid the amount of
such claim, or the amount of his loss, whichever is the less, and shall apply
such sum in replacing or repairing that which was destroyed or damaged.
Save as aforesaid the Sub-Contract Works shall be at the risk of the Sub-
Contractor until the Main Works have been substantially completed under
the Main Contract or if the Main Works are to be completed by sections,
until the last of the sections in which the Sub-Contract Works are
comprised has been substantially completed, and the Sub-Contractor shall
make good all loss of or damage occurring to the Sub-Contract Works prior
thereto at his own expense.
(3) Where by virtue of this Clause either party is required to effect and
maintain insurance, then at any time until such obligation has fully been
performed, he shall if so required by the other party produce for inspection
satisfactory evidence of insurance and in the event of his failing to do so,
the other party may himself effect such insurance and recover the cost of
so doing from the party in default.
Payment 15. (1) (a) The Sub-Contractor shall not less than 7 days before the
date specified in the First Schedule (the 'Specified Date') or
otherwise as agreed submit to the Contractor a written
statement of the value of all work properly done under the
Sub-Contract and of all materials delivered to the Site for
incorporation in the Sub-Contract Works and if allowable
under the Main Contract the value of off-site materials for
incorporation in the Sub-Contract Works at the date of such
statement. The statement shall be in such form and contain
such details as the Contractor may reasonably require and
the value of work done shall be calculated in accordance with
the rates and prices, if any, specified in the Sub-Contract, or
if there are no such rates and prices, then by reference to the
Price.
(b) The statement submitted by the Sub-Contractor as provided
in the preceding sub-clause shall constitute a 'valid
statement' for the purposes of this Clause but not otherwise.
(2) (a) The Contractor shall make applications for payment in
accordance with the Main Contract and subject to the Sub-
Contractor having submitted a valid statement shall include in
such applications claims for the value of work and materials
set out in such statement.
(b) In any proceedings instituted by the Contractor against the
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Employer to enforce payment of monies due under any
certificate issued by the Engineer in accordance with the
provisions of the Main Contract there shall be included all
sums certified and unpaid in respect of the Sub-Contract
Works.
(3) (a) Within 28 days of the Specified Date or otherwise as agreed
but subject as hereinafter provided, there shall be due to the
Sub-Contractor in respect of the value of the work and
materials if included in a valid statement payment of a sum
calculated and determined by the Contractor in accordance
with the rates and prices specified in this Sub-Contract, or by
reference to the Price, as the case may require, but subject
to a deduction of previous payments and of retention monies
at the rate(s) specified in the Third Schedule hereto until
such time as the limit of retention (if any) therein specified
has been reached. The Contractor shall notify the Sub-
Contractor in writing of the amount so calculated and
determined within 21 days of the Specified Date. The final
date for payment shall be 7 days later.
(b) Subject to Clauses 3(4), and 10(3) and 17(3) and as
hereinafter provided and without prejudice to any rights which
exist at Common Law the Contractor shall be entitled to
withhold or defer payment of all or part of any sums
otherwise due pursuant to the provisions hereof where:-
(i) the amounts or quantities included in any valid
statement together with any other sums to which the
Sub-Contractor might otherwise be entitled do not
exceed the minimum amount stated in the Third
Schedule, or
(ii) the amounts or quantities included in any valid
statement together with any sums which are the
subject of an application by the Contractor in
accordance with Clause 15(2) are insufficient to justify
the issue of an interim certificate by the. Engineer
under the Main Contract, or
(iii) the amounts or quantities included in any valid
statement are not certified in full by the Engineer,
providing such failure to certify is not due to the act or
default of the Contractor, or
(iv) the Contractor has included the amounts or quantities
set out in the valid statement in his own statement in
accordance with the Main Contract and the Engineer
has certified but the Employer is insolvent and has
failed to make payment in full to the Contractor in
respect of such amounts or quantities, or
(v) a dispute arises or has arisen between the Sub-
Contractor and the Contractor and/or the Contractor
and the Employer involving any question of
measurement or quantities or any matter included in
any such valid statement.
Form of Sub-Contract and Agreement Page 13
(c) Any payment withheld under the provisions of sub-clauses
(b) (iii), (iv) or (v) above shall be limited to the extent that the
amounts in any valid statement are not certified, not paid by
the Employer or are the subject of a dispute as the case may
be.
(d) The provisions of this Clause with regard to the time for
payment shall not apply to the amounts or quantities in any
valid statement by the Sub-Contractor which are included in
the Contractor's statement of final account to the Employer
under the provisions of the Main Contract. In respect of any
such amounts or quantities the Contractor shall determine
and notify in writing to the Sub-Contractor the amount due to
the Sub-Contractor, within 28 days of the issue by the
Engineer of a certificate stating the amount due to or from the
Contractor pursuant to the Main Contract Conditions in
respect of the Contractor's statement of final account.
Payment of the amount determined by the Contractor shall
be due to the Sub-Contractor upon such determination and
notification. The final date for payment shall be 7 days later.
Provided that the Contractor shall have no liability to make
such payment of such amount to the extent that the Engineer
has certified such amount or any part thereof pursuant to the
provisions of the Main Contract, but the Employer is insolvent
and has failed to make payment in full to the Contractor in
respect of such certified amount.
(e) In the event of the Contractor failing to make payment of any
sum properly due and payable to the Sub-Contractor, the
Contractor shall pay to the Sub-Contractor interest on such
overdue sum at the rate payable by the Employer to the
Contractor under the provisions of the Main Contract.
Provided that where the Contractor fails to make payment of
any sum properly due and payable to the Sub-Contractor and
where the Engineer has certified such amount or any part
thereof pursuant to the provisions of the Main Contract, then
to the extent that the Employer is insolvent and has failed to
make payment to the Contractor in respect of such certified
amount, the Contractor shall have no obligation to pay
interest to the Sub-Contractor.
(f) Notwithstanding sub-clause (e) the Sub-Contractor shall be
paid any interest actually received by the Contractor from the
Employer which is attributable to monies due to the Sub-
Contractor.
(4) The Contractor shall have power to omit from any determination of the
value of work and materials included in a valid statement the value of any
work done, goods or materials supplied or services rendered with which he
may for the time being be dissatisfied and for that purpose or for any other
reason which to him may seem proper may delete, correct or modify any
sum previously determined by him as due for payment to the Sub-
Contractor.
(5) (a) Within 35 days of the issue by the Engineer of a Certificate
including an amount in respect of payment to the Contractor
of the first half of the retention monies or where the Main
Works are to be completed by sections for any section in
Form of Sub-Contract and Agreement Page 14
which the Sub-Contract Works are comprised there shall be
due to the Sub-Contractor the first half of the retention
monies under this Sub-Contract and the Contractor shall so
notify the Sub-Contractor in writing. The final date for
payment shall be 7 days later. Provided that the Contractor
shall have no liability to make such payment if the Employer
is insolvent and has failed to release the first half of the
retention monies due under the Main Contract.
(b) Within 28 days of the date of issue of the Performance
Certificate under the Main Contract, there shall be due to the
Sub-Contractor the second half of the retention monies under
this Sub-Contract. The Contractor shall so notify the Sub-
Contractor in writing within the same 28 day period. The final
date for payment shall be 7 days later. Provided that the
Contractor shall have no liability to make such payment if the
Employer is insolvent and has failed to release the second
half of the retention monies due under the Main Contract.
(6) Within three months after the Sub-Contractor has finally performed his
obligations under Clause 13 (Outstanding Work and Defects), or within 14
days after the Contractor has recovered full payment under the Main
Contract in respect of the Sub-Contract Works, whichever is the sooner
and provided that one month has expired since the submission by the Sub-
Contractor of his valid statement of final account to the Contractor, the
Contractor shall determine the amount finally due under the Sub-Contract
from the Contractor to the Sub-Contractor or from the Sub-Contractor to
the Contractor as the case may be, after giving credit to the Sub-Contractor
for the Price and/or any other sums that may have become due under the
Sub-Contract and after giving credit to the Contractor for all amounts
previously paid by the Contractor and for all sums to which the Contractor
is entitled under the Sub-Contract. The Contractor shall notify the Sub-
Contractor in writing of the amount so determined within the same period.
The final date for payment shall be 7 days later.
Provided always that if the Contractor shall have been required by the Main
Contract to give to the Employer or to procure the Sub-Contractor to give to
the Employer any undertaking as to the completion or maintenance of the
Sub-Contract Works, the Sub-Contractor shall not be entitled to payment
under this Sub-Contract until be has given a like undertaking to the
Contractor or has given the required undertaking to the Employer, as the
case may be.
(7) The Contractor shall not be liable to the Sub-Contractor for any matter or
thing arising out of or in connection with this Sub-Contract or the carrying
out of the Sub-Contract Works unless the Sub-Contractor has made written
claim in respect thereof to the Contractor before the Engineer issues the
Performance Certificate in respect of the Main Works, or, where under the
Main Contract the Main Works are to be completed by sections, the
Performance Certificate in respect of the last of such sections in which the
Sub-Contract Works are comprised.
(8) Every written notification given by the Contractor to the Sub-Contractor of
amounts of payments due to the Sub-Contractor under this Sub-Contract
shall specify the amount (if any) of the payment made or proposed to be
made and the basis on which that amount was calculated.
(9) In the event of the Contractor withholding any payment after any final date
Form of Sub-Contract and Agreement Page 15
for payment hereunder, he shall notify the Sub-Contractor of his reasons in
writing not less than one day before the final date for payment specifying
the amount proposed to be withheld and the ground for withholding
payment or if there is more than one ground each ground and the amount
attributable to it.
Determination
of the Main
Contract
16. (1) If the Main Contract is determined for any reason whatsoever before the
Sub-Contractor has fully performed his obligations under this Sub-Contract,
then the Contractor may at any time thereafter by written notice to the Sub-
Contractor forthwith determine the Sub-Contractor's employment under the
Sub-Contract and thereupon the Sub-Contractor shall, subject to Clause 11
(Property in Materials and Plant), with all reasonable speed remove his
men and the Sub-Contractor's Equipment from the Site.
(2) Upon such a determination of the Sub-Contractor's employment, the other
provisions of this Sub-Contract shall cease to have effect and subject to
sub-clause (3) hereof, the Sub-Contractor shall be entitled to be paid the
full value, calculated by reference to the Price and to the rates and prices
contained in any bill of quantities or schedule forming part of this Sub-
Contract, of all work properly done on the Site by the Sub-Contractor and
of all materials properly brought and left on the Site by the Sub-Contractor,
together with his reasonable costs of removing his Sub-Contractor's
Equipment from the Site, but less such sums as the Sub-Contractor has
already received on account. Furthermore if at the date of such
determination the Sub-Contractor has properly prepared or fabricated off
the Site any goods for subsequent incorporation in the Sub-Contract Works
and he shall deliver such goods to the Site or to such other place as the
Contractor may reasonably direct, then he shall be paid for such goods as
for materials properly brought and left on the Site by him.
Provided always that nothing herein shall affect the rights of either party in
respect of any breach of this Sub-Contract committed by the other prior to
such determination, nor any right which accrued to the Sub-Contractor prior
to such determination to receive any payment which is not in respect or on
account of the Price.
(3) If the Main Contract is determined by the Employer in consequence of any
breach of this Sub-Contract by the Sub-Contractor, then the provisions of
the preceding sub-clause as to payment shall not apply, but the rights of
the Contractor and the Sub-Contractor hereunder shall be the same as if
the Sub-Contractor had by such breach repudiated this Sub-Contract and
the Contractor had by his notice of determination under sub-clause (1) of
this Clause elected to accept such repudiation.
Sub-
Contractors
Default
17. (1) If:
(a) the Sub-Contractor is in breach of the Sub-Contract in
suspending performance of his obligations under the Sub-
Contract; or
(b) the Sub-Contractor fails to proceed with the Sub-Contract
Works with due diligence after being required in writing so to
do by the Contractor; or
(c) the Sub-Contractor fails to execute the Sub-Contract Works
or to perform his other obligations in accordance with the
Form of Sub-Contract and Agreement Page 16
Sub-Contract after being required in writing so to do by the
Contractor; or
(d) the Sub-Contractor refuses or neglects to remove defective
materials or make good defective work after being directed in
writing so to do by the Contractor; or
(e) the Sub-Contractor becomes bankrupt or has a receiving
order or administration order made against him or presents
his petition in bankruptcy or makes an arrangement with or
assignment in favour of his creditors or agrees to carry out
the Sub-Contract under a committee of inspection of his
creditors or (being a corporation) goes into liquidation (other
than a voluntary liquidation for the purposes of amalgamation
or reconstruction); or
(f) the Contractor is required by the Engineer to remove the
Sub-Contractor from the Works after due notice in writing
from the Engineer to the Contractor in accordance with the
Main Contract
then in any such event and without prejudice to any other rights or
remedies, the Contractor may by written notice to the Sub-Contractor
forthwith determine the Sub-Contractor's employment under this Sub-
Contract and thereupon the Contractor may take possession of all
materials, Sub-Contractor's Equipment and other things whatsoever
brought on to the Site by the Sub-Contractor and may use them for the
purpose of executing, completing and maintaining the Sub-Contract Works
and may, if he thinks fit, sell all or any of them and apply the proceeds in or
towards the satisfaction of monies otherwise due to him from the Sub-
Contractor.
(2) Upon such a determination, the rights and liabilities of the Contractor and
the Sub-Contractor shall, subject to the preceding sub-clause, be the same
as if the Sub-Contractor had repudiated this Sub-Contract and the
Contractor had by his notice of determination under the preceding sub-
clause elected to accept such repudiation.
(3) The Contractor may in lieu of giving notice of determination under this
Clause take part only of the Sub-Contract Works out of the hands of the
Sub-Contractor and may by himself, his servants or agents execute,
complete and maintain such part and in such event the Contractor may
recover his reasonable costs of so doing from the Sub-Contractor, or
deduct such costs from monies otherwise becoming due to the Sub-
Contractor.
Disputes 18. (1) If any dispute or difference shall arise between the Contractor and the Sub-
Contractor in connection with or arising out of the Sub-Contract or the
carrying out of the Sub-Contract Works (excluding a dispute concerning
VAT but including a dispute as to any act or omission of the Engineer)
whether arising during the progress of the Sub-Contract Works or after
their completion it shall be settled in accordance with the following
provisions.
(2) (a) Where the Sub-Contractor seeks to make a submission that
payment is due of any amount exceeding the amount
determined by the Contractor as due to the Sub-Contractor,
or that any act, decision, opinion, instruction or direction of
Form of Sub-Contract and Agreement Page 17
the Contractor or any other matter arising under the Sub-
Contract is unsatisfactory, the Sub-Contractor shall so notify
the Contractor in writing, stating the grounds for such
submission in sufficient detail for the Contractor to
understand and consider the Sub-Contractor's submission.
(b) Where in the opinion of the Contractor such a submission
gives rise to a matter of dissatisfaction under the Main
Contract, the Contractor shall so notify the Sub-Contractor in
writing as soon as possible. In that event, the Contractor
shall pursue the matter of dissatisfaction under the Main
Contract promptly and shall keep the Sub-Contractor fully
informed in writing of progress. The Sub-Contractor shall
promptly provide such information and attend such meetings
in connection with the matter of dissatisfaction as the
Contractor may request. The Contractor and the Sub-
Contractor agree that no such submission shall constitute nor
be said to give rise to a dispute under the Sub-Contract
unless and until the Contractor has had the time and
opportunity to refer the matter of dissatisfaction to the
Engineer under the Main Contract and either the Engineer
has given his decision or the time for the giving of a decision
by the Engineer has expired.
(3) (a) The Contractor or the Sub-Contractor may at any time before
service of a notice to refer to arbitration under Clause 20(6)
by notice in writing seek the agreement of the other for the
dispute to be considered Dispute Adjudication Board
procedures under Clause 20.4. of the Main Contract
(b) If the other party agrees to this procedure any
recommendation of the Dispute Adjudication Board shall be
deemed to have been accepted as finally determining the
dispute unless and until a notice of dissatisfaction has been
given by either party.
(4) (a) The Contractor and the Sub-Contractor each has the right to
refer any dispute under the Sub-Contract for adjudication by
the Dispute Adjudication Board.
(b) Unless the adjudicator has already been appointed he is to
be appointed in accordance with Sub-Clauses 20.2 and 20.3
of the Main Contract.
(c) The adjudicator shall reach a decision within the times
allowed in Sub-Clause 20.4.
(d) The adjudicator shall act impartially.
(5) The decision of the Dispute Adjudication Board shall be binding until the
dispute is finally determined by legal proceedings or by arbitration (if the
Sub-Contract provides for arbitration or the parties otherwise agree to
arbitration).
(6) The Dispute Adjudication Board shall not be liable for anything done or
omitted in the discharge or purported discharge of its functions as
adjudicator unless the act or omission is in bad faith and any employee or
agent of the adjudicator shall similarly not be liable.
Form of Sub-Contract and Agreement Page 18
(7) (a) All disputes arising under or in connection with the Sub-
Contract, other than failure to give effect to a decision of an
adjudicator, shall, following the failure to reach agreement
through Adjudication and Amicable Settlement be finally
determined by reference to arbitration. The party seeking
arbitration shall serve on the other party a notice in writing to
refer the dispute to arbitration.
(8) (a) The arbitrator shall be a person appointed in accordance with
the provisions of the main Contract.
(b) If an arbitrator declines the appointment or after appointment
is removed by order of a competent court or is incapable of
acting or dies and the parties do not within one month of the
vacancy arising fill the vacancy then either party may apply to
the Association of Professional Engineers of Trinidad and
Tobago (APETT), The Professional Centre, 11-13 Fitz
Blackman Drive, Port of Spain. to appoint another arbitrator
to fill the vacancy.
(9) (a) Any reference to arbitration under this Clause shall be
deemed to be a submission to arbitration within the meaning
of the Arbitration Act Chapter 4:01 of the Laws of Trinidad
and Tobago (1980) or any statutory re-enactment or
amendment thereof for the time being in force. The reference
shall be conducted in accordance with the procedure set out
in the Second Schedule or any amendment or modification
thereof being in force at the time of the appointment of the
arbitrator. In the event of any inconsistency between the
procedure set out in the Second Schedule and this Clause,
this Clause shall prevail.
(b) Neither party shall be limited in the arbitration to evidence or
argument put to any adjudicator pursuant to sub-clause 20.4
of the Main Contract.
(c) The award of the arbitrator shall be binding on the parties.
(d) Unless the parties otherwise agree in writing any reference to
arbitration may proceed notwithstanding that the Sub-
Contract Works are not then complete or alleged to be
complete.
(e) The arbitrator shall have full power to open up, review and
revise any decision, opinion, instruction, direction or valuation
of the Contractor or an adjudicator.
(10) (a) If, when a dispute in connection with the Main Contract
(hereinafter called a Main Contract Dispute) is referred to the
Dispute Adjudication Board under the Main Contract, and the
Contractor is of the opinion that the Main Contract Dispute
has any connection with the Sub-Contract Works then the
Contractor may by notice in writing require that the Sub-
Contractor shall as soon as is practicable provide such
information and attend such meetings in connection with the
Main Contract Dispute as the Contractor may request.
Form of Sub-Contract and Agreement Page 19
(b) If a Main Contract Dispute has been referred to the Dispute
Adjudication Board under the Main Contract and the
Contractor is of the opinion that the Main Contract Dispute
has any connection with a dispute which is to be (but has not
yet been) referred for conciliation or adjudication under this
Sub-Contract (hereinafter called a Connected Dispute), the
Contractor may by notice in writing require that the
Connected Dispute be referred to the conciliator or
adjudicator to whom the Main Contract Dispute has been
referred.
(c) If the Contractor is of the opinion that a Main Contract
Dispute has any connection with a dispute in connection with
the Sub-Contract (hereinafter called a Related Sub-Contract
Dispute) and the Main Contract Dispute is referred to an
arbitrator under the Main Contract, the Contractor may by
notice in writing require that the Sub-Contractor provide such
information and attend such meetings in connection with the
Main Contract Dispute as the Contractor may request The
Contractor may also by notice in writing require that any
Related Sub-Contract Dispute be dealt with jointly with the
Main Contract Dispute and in like manner. In connection with
any Related Sub-Contract Dispute the Sub-Contractor shall
be bound in like manner as the Contractor by any award by
an arbitrator in relation to the Main Contract Dispute.
(d) If a dispute arises under or in connection with the Sub-
Contract (hereinafter called a Sub-Contract Dispute) and the
Contractor is of the opinion that the Sub-Contract Dispute
raises a matter or has any connection with a matter which the
Contractor wishes to refer to arbitration under the Main
Contract, the Contractor may by notice in writing require that
the Sub-Contract Dispute be finally determined jointly with
any arbitration to be commenced in accordance with the
Main Contract. In connection with the Sub-Contract Dispute,
the Sub-Contractor shall be bound in like manner as the
Contractor by any award by an arbitrator concerning the
matter referred to arbitration under the Main Contract.
(11) All matters and information placed before the Dispute Adjudication Board
pursuant to a reference under sub-clause 20.4 of the Main Contract shall
be deemed to be submitted to him without prejudice and the Dispute
Adjudication Board shall not be called as witness by the parties or anyone
claiming through them in connection with any adjudication, arbitration or
other legal proceedings arising out of or connected with any matter so
referred to him.
Value Added
Tax
19. (1) The Sub-Contractor is deemed not to have allowed in the Price for any tax
payable by him as a taxable person to the Commissioners of Customs and
Excise.
(2) Tax invoices shall not be submitted to the Contractor by the Sub-
Contractor.
(3) Where the Sub-Contractor is registered as a taxable person under the
Value Added Tax Act as amended from time to time there shall be added to
the amount of every payment made by the Contractor to the Subcontractor
pursuant to Clause 15 and paid by the Contractor a separately identified
Form of Sub-Contract and Agreement Page 20
amount equal to the amount of tax properly payable by the Sub-Contractor
in respect of the taxable supply to which the payment made under Clause
15 (3) relates.
(4) Where the Contractor makes any provision pursuant to Clause 4
(Contractor's Facilities) and that provision is a taxable supply to the Sub-
Contractor by the Contractor the Sub-Contractor shall pay tax to the
Contractor in accordance with the requirements of the Contractor at the
rate properly payable by the Contractor to the Commissioners of Customs
and Excise.
Law of Sub-
Contract
20. The Law of the Country applying to the Main Contract shall apply to this Sub-
Contract
Performance
Security
21. The Sub-Contractor shall provide a performance security to the Contractor
worded identically to either
Annex C EXAMPLE FORM OF PERFORMANCE SECURITY - DEMAND
GUARANTEE
Or
Annex D EXAMPLE FORM OF PERFORMANCE SECURITY - SURETY
BOND
The amount of the bond or guarantee shall be 10% of the Accepted Contract
Price
The performance security shall be provided within 14 days of the acceptance of
the tender. No work on site is to be started until the performance security has
been received by the Contractor.

Form of Sub-Contract and Agreement Page 21
FIRST SCHEDULE
PARTICULARS OF MAIN CONTRACT
The applicable standard conditions of Main Contract on which the Main Contract is based is the FIDIC
Construction Contract First Edition 1999.
Brief Description of Main Works:
The Works comprise the erection of tw Hindu Colleges at Clarke Road in Penal. The works will be
completed in two separate contracts:
Construction of the Shiva Boys Hindu College
Construction of the Parvati Girls Hindu College.
Bills of Quantities
The Bills of Quantities for each of the the Main Contract Comprise the following:
Preliminaries/General Conditions
Provisional Sums & Dayworks
Block A Administration Block
Block B1 Classroom Block
Block C Cafeteria
Block D Multipurpose Hall
Block E Science & Technical Block
Block G Guard Booth
Block H Farm Building
Block J Maintenance & Security Block
Services Building
External Works
Date(s) on which Main Contractor will be submitting statements to the Employer - 'Specified Date':
The Main Contractor will submit Applications for Interim Certificates at the end of each month during the
contract period.
Minimum amount of Interim Certificates under Main Contract: TT$1,000,000.00
Form of Sub-Contract and Agreement Page 22
SECOND SCHEDULE
(A) Further Documents forming part of the Sub-Contract
Employers Drawings
Designs Tenderers Drawings and calculations to be submitted (if required)
General Specification
Tenderers Priced Schedule of Quantities
(B) Sub-Contract Works
The manufacture, supply and installation of Air Conditioning and Ventilation Systems to the Shiva
Boys Hindu College, Ali Road, Penal..
The manufacture, supply and installation of Air Conditioning and Ventilation Systems to the Parvati
Girls Hindu College, Clarke Road, Penal.
(C) Fluctuation Provisions (if any) affecting payments under this Agreement
No mechanism for recovery of cost increases due to fluctuations in the prices of materials, labour,
plant, supervision, or any other resource required for the erection and completion of the Sub-Contract
Works is included in this Sub-Contract or the Main Contract.
(D) Arbitration Procedure

Arbitration shall be carried out in accordance with the procedures set out in the Main Contract in
Clause 20.
Form of Sub-Contract and Agreement Page 23
THIRD SCHEDULE
(A) The Price shall be the total amount inserted in the Letter of Tender. This amount is deemed to be the
same as the total of the priced Schedule of Quantities submitted by the Sub-Contractor and
incorporated in the Second Schedule. The price is deemed to include all necessary materials, labour,
plant, supervision, insurances, head office overheads and the like and no adjustments shall be made
unless in accordance with a Variation issued under Clause 8 hereof. This express statement is
intended to make the price limit and define the Sub-Contract Works in terms of Clause 9 (4).
(B) (i) Percentage of Retention - Works 5%
(ii) Percentage of Retention - Materials on Site 20% Where listed in Main Contract
(iii) Limit of Retention 5% of the Accepted Contract Amount
(C) (i) Percentages to allow on the Prime Cost of Labour for sub-contractors profit, overheads,
attendances and other costs associated with the employment of labour
Tenderer to Insert _________ %
(ii) Percentages to allow on the Prime Cost of Materials for sub-contractors profit, overheads,
attendances, loading, transportation, off loading and storage on site and other costs
associated with the supply of materials.
Tenderer to Insert _________ %
(iii) Percentages to allow on the Prime Cost of Plant for sub-contractors profit, overheads,
attendances, fuels, oils, other consumables and other costs associated with the operation of
plant.
Tenderer to Insert _________ %
(D) Period for Completion
The Main Contract extends over a 730 calendar day period. The Nominated Subcontractor for Air
Conditioning and ventilation Systems is to provide a programme which will allow work on site to commence
and be completed at the times indicated on the Main Contract Outline Programme.
The Nominated Subcontractor will thereafter adjust its programme in consultation with the Main Contractor
and this programme will be incorporated in the main Contractors Programme in accordance with Clause 8.3
of the Main Contract.
(E) Minimum Payment Amount TT$100,000.00
Form of Sub-Contract and Agreement Page 24
FOURTH SCHEDULE
Contractors Facilities
PART I Common Facilities (Clause 4 (2))
(A) Contractor's Equipment Terms and Conditions
Standing scaffolding
Power for small tools








(B) Other Facilities














Form of Sub-Contract and Agreement Page 25
FOURTH SCHEDULE
Contractors Facilities
PART II Exclusive Facilities (Clause 4 (3))
(A) Contractor's Equipment Terms and Conditions










(B) Other Facilities














Form of Sub-Contract and Agreement Page 26
FIFTH SCHEDULE
INSURANCES
Part I Sub Contractor's Insurances
The Sub-Contractor is to provide insurances to cover any risks properly the responsibility of the Sub-
Contractor where such risks are not covered by the Main Contract Insurances.
Part II Contractor's Policy of Insurance
The Main Contract Insurance provisions are as set out in the General Conditions of Contract.
The following particulars are contained in the Letter of Tender Appendix:

Periods for submission of insurance:


(a) evidence of insurance 18.1 Within 14 days of the Letter of
Acceptance
(b) relevant policies 18.1 Commencement Date
Maximum amount of deductibles for
insurance of the Employer's risks
18.2(d) TT$ 200,000.00
Minimum amount of third party
insurance
18.3 TT$ 6,500,000.00 with no limit on the
number of occurrences.



Form of Sub-Contract and Agreement Page 27
IN WITNESS whereof the parties hereto have caused this Agreement to be executed the day and year first
above written
THE COMMON SEAL of the above named
Contractor was hereunto affixed as a Deed in
the presence of
................................................................................... ...................................................................
DIRECTOR DIRECTOR/SECRETARY

THE COMMON SEAL of the above named
Sub-Contractor was hereunto affixed as a Deed
in the presence of
.................................................................................. ...................................................................
DIRECTOR DIRECTOR/SECRETARY