Section 4 Payment Contract Sum and Adjustments Work included in Contract Sum 4:4 The qualiy and quanity ofthe work includedn the Contract Sum shallbe that Se Bills and, where there is a Contractor's Designed Portion, in the CDP Documents Adjustment only under the Conditions ¢ 42 The Contract Sum shall not be adjusted or altered in any express provisions of these Conditions and, subject to clau the Contract Sum is accepted by the Parties. eon KP 43 4 ‘The Contract Sum shall be adjusted ~S fo A any amounts agrood by tho sate the ‘other work ofthe types referred to levee 2 2 the amounts stated 3 Retaee there is a Confirmed clause 5:33; a ion of, fact {spect of Variations and ‘Acceleration Quotation for which int of any Variations valued under 3 (where Insuran ) < dens in premium referred to in clause Sieg mre 2 teats edatton) 1 al rn eats the Value of all work for which an Approximate Quantity is 3c Bils or inthe Employer's Requirements tho int of Ly Newstin under clause 562 or 58:3 of items omitted in (Lf ive COP Analyte for any other work a refered to in clause 59; tract Sum: ts deductible under clause 2-10, 2:98, 3:11, 318-2 or 6162 and any itt oa Eplyer under whichever Fucuaons Opn apples ar ay éther amount required by this Contract to be deducted from the Contract Sum. \ A/8 tEbatin abit Ste oe fo 11 any amounts payable by the Employer to the Contractor as @ result of payments made fr costs incurred by the Contractor under clauses 221, 223, 317 and 6:5, 2 the amount of the Valuation of any Variation, including the valuation of other work as referred to in clause 6:9 but excluding any omission: 3 the amount ofthe Valuation of work executed by, or the amount of any disbursements by, the Contractor in accordance with Architec/Contract Administrator’ instructions as to the expenditure of Provisional Sums included in the Contract Bills or in the Employer's Requirements and of all work for which an Approximate Quantity is included in the Contract Bills or in the Employer's Requirements: “4 any amounts ascertained under clause 4:23, ‘5 any amounts paid by the Contractor under Insurance Option 8 or C or under clause 262, 64103, 6-113 or 617 which the Contractor is entitled to have added to the Contract Sum; © The Joint Contracts Tribunal Limited 2011 $BC/Q2011 Page 53continued 43:3 6 any amounts payable to the Contractor under whichever Fluctuations Option applies; 7 any amounts payable under clause 4:14-2; and 8 any other amount required by his Contract to be added to the Contract Sum. Taking adjustments into account 4-4 Where these Conditions provide that an amount is to be added to, deducted from or dealt with by adjustment of the Contract Sum, then, as soon as the amount is ascertained in whole or in part, the ‘ascertained amount shall be taken into account inthe next Interim Certificate, Final adjustment 45 4 Notlater than 6 months after the issue of the Practical Completion Completion Cerificate, the Contractor shal provide the Arch 0 instructed) the Quanity Surveyor, with all documents Contract Sum 2 Notlater than 3 months after receipt of the documents, 11 the ArchiteclContract Administrator, or, ithe (unless previously ascertained) ascerta clause 423; and 2 the Quantity Surveyor shall prepare a si to be made to the Contract Sum under clause 4:3, other ascertained, fand the Architect/Contract Adm Contractor a copy of that statement: Payments, cor coaeon vat te 1, ‘Decgwna ln acante joy alr say peat ae Gra te \ployer shall jn addition pay the amount of any VAT properly chargeable in that\S month period send to t ascertainment, 2 )thataflerthe Blase Date the supply of goods and services to the Employer smpt from VAT there shall be paid to the Contractor an amount equel to the 1e Supply tothe Contractor of goods and services which contribute to ‘8 consequence of that exemption the Contractor cannot recover time up to the payment of the Final Certificate becomes a ‘contractor for Purposes of the CIS", his obligation to make any payment under this Contract is subject tothe rovisions ofthe CIS, ance payment fore the Contract Particulars state that clause 4-8 apples, the advance payment shall be paid to the Contractor on the date and reimbursed to the Employer on the terms stated in the Contract Particulars. Provided that where the Contract Particulars state that an advance payment bond is. required, payment shall only be made i the Contractor has provided tothe Erpployer a bond in the terms eet out in Part 1 of Schedule 6 from a surely approved by the Employer. 46] See the Contract Particulars (Fourth Recital and clause 4:7), 1471 As toapproval of sureties, see the Standard Bulking Contract Guide. Page 54 SBCIQ 2011 ‘© The Joint Contracts Tribunal Limited 2011Interim payments - due dates and amounts due 49 1 Forthe petiod up to practical completion ofthe Works, the due dates for interim payments by the Employer shall be the monthly dates specified in the Contract Particulars up to either the date of practical completion or the specified date within one month thereafter. The due dates shall subsequently be the specified date at intervals of 2 months (unless otherwise agreed) ‘The last due date shall be the date of expiry ofthe Reciication Period or, i later, the date of Issue of the Cerificate of Making Good (or, where there are Sections, the last such period or certificate) 2 Subject to any agreement between the Parties as to stage payments, the sum due as an interim payment shall be the Gross Valuation under clause 4 16 less 41 any amount which may be deducted and retained by the Employer clauses 4'18 to 4:20 (the Retention’), 2 the cumulative total of the amounts of any advar due for reimbursement to the Employer in acpcr Contract Particulars for clause 4:8; 4 any sums paid in respect of an I Interim Certificate, whet! Intorim Cortiteates and valvations . 410-1 The ArttecuContract Ady seine ths taro iam Interim Cerificate, stating ave been dve atthe due date to the Contractor in resp ‘payment, Galculated in accordance with clause 4-0-2, and the basis on wh ates into Interim C¢ tuations Option C (formula adjustment) applies, annie ete eu of ear Intern Cevicete contractors won Applictiohe Yn Payment Notices 4114, /ipielationto iy intern pafment the Contractor may not less than 7 days before the due date 4, Irate on luantty Surveyor (an ‘interim Application), stating the sum that Jf We re ill Become due to him at the relevant due daie in accordance with < Searceietara a nea ie ete aa at wae concn ae 0S ‘the Contractor has made an Interim Application in accordance with clause \°4a+4, that application's forthe purposes of these Conditions an Interim Payment ftice: or 2 where the Contractor has not made an Interim Application, he may at any time after the 5 day period referred to in clause 4 10:1 give an interim Payment Notice tothe Quantity ‘Surveyor, stating the sum thal the Contractor considers to be or have been due to him at the relevant due date in accordance with clause 4:9-2 and the basis on which that ‘sum has been calculated — / Interim payments — final date and amount 1 Subject to clause 4:12-4, the final date for payment of an interim payment shall be 14 days from its due date, 2 Subjectto any Pay Less Notice given by the Employer under clause 4:12:5, the sum to be paid by the Employer on or before the final date for payment shall be the sum stated as due in the Interim Cerificate. [48] See the Contract Particulars under the reference to ciause 421 and Schedule 7. © The Joint Contracts Tribunal Limited 2011 SBC/Q 2011 Page 55continued 412 443 Page 56 SBCIQ 2011 1f the Interim Certifcate is not issued in accordance with clause 4:10-1, but an Interim Payment Notice has been given under clause 4-11, the sum to be paid by the Employer shal subject to any Pay Less Notice under clause 4:12'5, be the sum stated as due inthe Interim Payment Notice. ‘Where an interim Payment Notice is glven under clause 4:11:22, the final date for payment of the sum specified in t shail forall purposes be regarded as posiponed by the same number of days as the number of days after expiry of the § day period referred to in clause 4-10-1 thatthe Interim Payment Notice is given. I the Employer intends to pay less than the sum stated as due from hi clause 4:13:1 (a ‘Pay Less Notice’). Where a Pay Less Notice is ‘made on or before the final date for payment shall not be less th in the notice ‘amount that should properly have been paid, ‘amount at the Interest Rate for the period from made. Interest under this clause 412'6 sha Employer. ‘Acceptance of a payment of interest under cil Construed as a walver ofthe Contractor's right ia circumstances be ‘rincipal amount due, A Pay Less Notice 1 (where tis by’ al specify both the sum that he considers to bbe due fontractor att enofice is given and the basis on which that sum has bgen/ calculated, ns ArchitdeyContract Adminigiraor, Qvantiy Surveyor or Employer's representative or by any err ployer notifies the Contractor as being authorised to do *e ‘iiven on behalf of the Employer by the (where it Babee Contractor) shall be sent to the Employer, with @ copy to the Afeptecti jministrator, and shall specify both the sum that the Contractor isiders to be due to the Employer at that date and the basis on which that sum has calcul 135 not been issued unl the Contractor has in respect of the payment given. Payment Notice or Final Payment Notice. ‘Notwithstanding his fiduciary interest inthe Retention as stated in clause 4-18, the Employers. tentiled to exercise any rights under this Contract of withholding or deduction from sums due ‘of fo become due to the Contractor, whether or not any Retention is included in any such sum under clause 4:20. Contractor's right of suspension ‘Without affecting the Contractor's other rights and remedies, i the Employer fails to pay the ‘Contractor the sum payable in accordance with clause 412 (together with any VAT properly ‘chargeable in respect of such payment) by the final date for payment and the failure continues for 7 days after the Contractor has given notice to the Employer, with a copy to the ‘Architec/Contract Administrator, of his intention to suspend the performance of his obligations Under this Contract and the ground or grounds on which it is intended to suspend performance, the Contractor may suspend performance of any or al of those obligations until payment is made in fll {© The Joint Contracts Tribunal Limited 2011continued 414 2 Where the Contractor exercises his right of suspension under clause 4'14:1, he shall be entitled to a reasonable amount in respect of costs and expenses reasonably incurred by him result ofthe exercise ofthe right. 3 Applications in respect of any such costs and expenses shall be made to the ‘Architec/Contract Administrator and the Contractor shall with his application or on request ‘submit such details of the costs and expenses as are reasonably necessary to enable his entitlement to be ascertained. Final Certificate and final payment! 418-1 The Architecl/Contract Administrator shail issue the Final Certificate noi Jjatec than 2 months after whichever of the following occurs last 1. the end ofthe Rectification Period in respect ofthe Works oF (he the last such perio to expire; < ‘3 the date on which the Architect/Contra Of the statement and of any ascertainr Ceitfiicates plus the amount of any here relevant) any such sums as and (without affecting full by the Employer by i Payment) the final payment shall be the difference (if any) be ‘wosums wi Shown inthe Final Certificate asa balance de to the Cont from the Employer oNo the Employer from the Contractor, as the case may be. The Fing Gertie shal eae mais on hich at amount has been cles f 3 The dua dae forthe final payrhent shall be the date of issue of the Final Certificate or, that ale ct used wi he 2 mont peed leedo douse 418 he al yo L perio and, subject to/elalise 4-156, the final date for payment shall be 28 days from its ‘due date. So 4 NT” < a 11 36 Pity by whom the fil payments stated tobe payable (the payer) intends to pay less \\ Aap the stated talance, he shall not later than 5 days before the final date for payment give \™ thé other Party 3 Pay Less Notice in accordance with clause 4:13+1 \ hare «af Less Notice is given under clause 415-4, the payment to be made on or before ate for payment shal ot be las than the amour stated as ve inte notice © Ifthe Final Certificate is not issued in accordance with clauses 4:15-1 and 4-15:2: 1 the Contractor may at any time after expiry of the 2 month period referred to in clause 4-15+1 give notice to the Employer with a copy to the ArchitectiContract Administrator {a ‘Final Payment Notice) stating what the Contractor considers to be the amount of, the final payment due to him under this Contract and the basis on which the sum has been calculated and, subject to any Pay Less Notice given under clause 4.1863, the final payment shall be that amount, 2 ifthe Contractor gives a Final Payment Notice, the final date for payment of the sum specified in it shall forall purposes be regarded as postponed by the same number of ays as the number of days after expiry ofthe 2 month period that the Final Payment Notice is given; [48] The effect ofthe Final Ceticate is set out in clause 19 (© The Joint Contracts Tribunal Limited 2011 SBC/Q 2011 Page 57continued 4-156 448 (CS Page 58 SBCIQ 2011 3 following the Final Payment Notice the Employer may not later than 5 days before the final date for payment give a Pay Less Notice in accordance with clause 413-1 and, if he gives such notice, the provisions of clause 418-5 shall correspondingly apaly. 7 Ifthe payer fils to pay the final payment, or any part oft, by the final date for its payment, he shall, in addition to any unpaid amount that should properly have been paid, pay the other Party simple interest on that amount at the interest Rate for the period from the final date for payment until payment is made. 8 Acceptance of @ payment of interest under this clause 4-16 shall notin any circumstances be ‘construed as a waiver of any ight to proper payment ofthe principal amount, ‘8 The final payment and any interest under this clause 4-15 shall be a debt due frohuth the other Party Gross Valuation Ascertainment ‘The Gross Valuation shall be the total of the amounts the total of the amounts referred to in clause 4163, applio 7 days before the due date of an interim payment. 1 The total values of the following which are sub} ‘1 work properly executed by the Contractor has been valued under the id Acceptance of a Variation y adjustment of that value under ‘of an Acceleration Quotation, but 162-4. Where there is an Activity to which it relates shall be a proportion ‘equal tothe proportion ofthe work in that iue shall only be included if they are adequately d\against weather gnd other casualties and they are not on the Works ‘and ’be included in Interim Certificates in accordance with clause 4-4 as a nts made or costs incurred by the Contractor under clause 26-2, 221, 65, 6.10.2 or 6:10'9 or paragraph 8:2:1:2 or C3 of Schedule 3; Y 2 any'smounts payable under clause 4442: 3 any amounisasceriained under clause 423: any amounts in respect of any restoration, replacement or repair of loss or damage and removal and disposal of debris under paragraph B:35 or C-4:52 of Schedule 3 or 2 ‘ (CA es <<) \ ) Tony enw pups lr Contr wate reason Op A 5 sete ~ 3 Thefolowing shal be deduce 1 any amounts deductible under clause 210, 238, 3:11 or 318.2; and 2 any amount allowable by the Contractor to the Employer under clause 6-102 or under Fluctuations Option A or B, if applicable. (© The Joint Contracts Tribunal Limited 2011Off-site materials and goods 4-47 The sum stated as due in an Interim Certificate shal include the value of any Listed Items before their delivery to or adjacent to the Works provided that the following conditions have been fulfilled 1. the Listed Items are in accordance with this Contract; 2 the Contractor has provided the Architect/Contract Administrator with reasonable proof that 1. the property in the Listed Items is vested in the Contractor; and 2 the Listed tems are insured against loss or damage for their full insurance protecting the interests of the Employer and the Contr Specified Pers, during the period commencing with the transfer of iad vas Coconino deer ce MART 2 their destination as the Works, and the items either are set apart or he sets, by letters or figures or by referen by the Employer” ‘amount specified in 5 intact dR anoint cot Y unigaety identified, the Contractor has provided the Contract Particulars for this clause 4-175 a8 Be eel loki fo the following rules Joyer’s interest in the Retention is fiduciary as trustee for the Contractor (but without Soaron 10 invest); for issue of each Interim Certificate the ArchitecContract Administrator shall instruct the Quantity Surveyor to prepare, and with that certificate shall issue to the oyer and the Contractor a statement specifying the amount of the Retention deducted (and> Where relevant, the amount to be released in accordance with clause 420) in artving at the sum stated as due; Seto ‘except where the Employer is a Local Authority, the Employer, to the extent that he exercises his right under clause 4:20 and if the Contractor so requests, shall at the date of payment place the Retention in a separate bank account (so designated as to identity the amount as the Retention held by the Employer on trust as provided in clause 4:18 1) and certify to the ‘ArchitecContract Administrator and the Contractor thatthe amount has been so placed, The Employer shall be ented tothe full beneficial interest in any interest accruing on the separate ‘bank account and shall be under no duty to account for any such interest fo the Contractor or any sub-contractor. © The Joint Contracts Tribunal Limited 2011 $BC/Q2011 Page 59Retention Bond 419 Where the Contract Particulars state that clause 4-19 applies, then: 4 subjectto clauses 419'3 and 4:19-4, the provisions of clauses 4:9-2-1 and 420 permiting the deduction ofthe Retention shall not apply save thatthe Architect/Contract Administrator shall prior to the date for issue of each Interim Cerificate prepare, o instruct the Quantity Surveyor to prepare, a statement specifying the deduction in respect of the Retention that would have been made had those clauses applied™™, 2 on or before the Date of Possession the Contractor shall provide to the, thereafter maintain a bond (the Retention Bond) in favour of the Emph ‘approved by the Employer (the Surety) in the terms set out in Part 3 incorporating in causes 2 (maximum aggregate sum) and 6°3 (expiry date) of th sum and date stated in the Contract Particulars; Certificate to be issued after such compliance, deducted during the period of failure; Retention Bond, of clauses 4:9:2:1 and 4:20 applied exceeds t e sum to equate to then either the Contractor shall arrange with ‘such amount or the amount not covered by the respect of any default for performance bond as well to the Retention Bond. Retention - amounts and" perioys 420 The Retention whict thé sare retain shall be such percentage of the total faluaton for an Interim Certificate as is permitted tout iudod ung louse 41611 by the folowing eg sabyh percent or such oer rate a is tated in the Contract feached practical completion; and rials and Listed items; 4/ half the Reiention Percentage may be deducted from so much ofthe total amount as relates to > ‘work where the Works or relevant Section(s) have reached practical completion but in respect, of which a Cerificate of Making Good under clause 2:39 has not been issued or relates to (C Seer Reevon Ban notes cota cries Seuse #98 hes ro oan osu \ Z)) Fluctuations 2) cmemereathe ‘421 Fluctuations shall be dealt with by the application of Schedule 7 in accordance with whichever ofthe following is stated in the Contract Particulars to apply [50] Ths saving provision is incu in view of the provisions of clauses 42 and 43 of the form of Retention Bond in Schedule 6. [51] Forthe effect of clause 4203, soe the Standard Bulking Contract Guide. Page 60 SBCIQ 2011 {© The Joint Contracts Trlbunal Limited 2011continued 421 42 423 Fluctuations Option A: contribution, levy and tax fluctuations, oF Fluctuations Option B: labour and materials, cost and tax fuctuations, oF Fluctuations Option C: formula adjustment ‘Applicability to Variation Quotations Unless otherwise agreed, whichever of Fluctuations Options A, 8 or C applies under this Contract shall apply in respect of work for whch there is a Confirmed Acceptance of a Variation Quotation, or in respect of a Variation to such work, where the base date for is calculation is specified in that quotation. Loss and Expense Matters materially affecting regular progress Hin the execution ofthis Contract the Contractor incurs ori tik oon for which he would not be reimbursed by a payment under ay, in these Contions due to a deferment of giving possession ofthe site or rel 2 2:5 or because the regular progress af the Works or of any part of ther by any of the Relevant Matters, the Contractor may Administrator. Ifthe Contractor makes such application, there shall be no addition to the Contract Sum or other iffand as soon as the ArchitecContract Administra regular progress has been or is likely to be materially affected as that direct loss and/or expense has been or is likely to be incur 3, the ArchitecvContract Administrator shall ascertain or insti the Qua rain, the amount of the loss 1 make his application a. {Diino vel sore 10 be affected, 2 in suppor of bis apical itecIContract Administrator upon request such information 8 should rea ‘ArchitectiGontract Administrator to form an opinion; 3 upon request submit to thé Arehitecl/Contract Administrator orto the Quantity Surveyor such st loss andlor eipense ‘as are reasonably necessary for such ascertainment, PTAA Ney) oe Ee, Jing those where loss andlor expense is included in the Confirmed ‘Variation Quotation but including any other matters or instructions which inde hede condone are fo be Weaed as or as eauving. a Variation aS Sobberre Admits eto: under clause 3:15 oF 3:46 (excluding an instruction for expenditure of @ Provisional ‘Sum for defined work) 2 forthe opening up for inspection or testing of any work, materials or goods under clause 3:17 (including making good), unless the cost is provided for in the Contract Bills or Unless the inspection or test shows that the work, materials or goods are not in accordance with this Contract; 3 inrelation to any discrepancy or divergence referred to in clause 2:15; 3 compliance with clause 3221 or with Architec/Contract Administrator's instructions under clause 3222; 152] Flucuations Option B should be used where the Parties have agreed to allow the labour and materials cost and tax fuctuations to which paragraphs B.1 to 83 of that Option refer. Fluctuations Option C should be used where the Paris have agreed that fluctuations should be dealt with by adjustment of the Contract Sum under the JCT Formula Rules (© The Joint Contracts Tribunal Limited 2011 $BC/Q.2011 Page 61continued 4:24 “4 the execution of work for which an Approximate Quantity is not a reasonably accurate forecast of the quantity of work required; ‘5 any impediment, prevention or default, whether by act or omission, by the Employer, the Architec/Contract Administrator, the Quantity Surveyor or any of the Employer's Persons, except tothe extent caused or contributed toby any default, whether by act or omission, of the Contractor or of any of the Contractor's Persons. ‘Amounts ascertained ~ addition to Contract Sum 4:28 Any amounts from time to time ascertained under clause 4:23 shall be added to the Contract Sum. Reservation of Contractor's rights and remedies 428 The provisions of clauses 4:23 to 4:25 are without prejudice to any other righis.and remedi h the Contractor may possess. Page 62 SBCA 2011 (© The Joint Contracts Tribunal Limited 2011