THIS AGREEMENT made on (date)

BETWEEN:

(1) (employer) (Company No ....) whose registered office is at (address) (‘the Employer’)
and

(2) (contractor) (Company No ....) whose registered office is at (address) (‘the

Contractor’)

INCORPORATES the Joint Contracts Tribunal Minor Works Building Contract 2016 Edition, as
amended by the Schedule annexed hereto.

EXECUTED AS A DEED by the parties

By affixing the COMMON SEAL of the

COUNCIL OF THE BOROUGH OF SOUTH TYNESIDE

In the presence of:

Mayor

Head of Legal Services

Acting by a Director and Secretary/two directors of the Contractor

Director

Director/Secretary

SCHEDULE
 1: AMENDMENTS TO RECITALS

1 First recital

Delete First Recital and substitute:

The work to be carried out is the construction of (insert details) at (insert address)
(the ‘Works’) and is to be carried out under the direction of the Architect/Contract
Administrator.
The Contract Documents are:
(a) Contract Drawings numbered (specify);
(b) a Contract Specification; and
(c) Schedules numbered (specify)

2: AMENDMENTS TO ARTICLES OF AGREEMENT

2 Article 2: Contract Sum

Insert the following sum:

... pounds (£...)

3 Article 3: Architect/Contract Administrator

Insert the following details of the Architect/Contract Administrator:

(name) [of (address) (or) whose registered office is at (address)]

4 Article 4: Principal Designer

Insert the following details of the Principal Designer:

(name) [of (address) (or) whose registered office is at (address)]

5 Article 8: Legal proceedings

In line 1 delete ‘the English courts shall have jurisdiction over’ and insert at end after
‘Contract’ in line 2:

shall be referred to the High Court of England and Wales for resolution as business
of the Technology and Construction Court.
6 Contract Particulars

Insert Contract Particulars completing text and deleting options as appropriate.

3: AMENDMENTS TO CONDITIONS

7 Section 1: Definitions and Interpretation

7.1 Clause 1.1: Definitions

Delete ‘a rate 5% per annum’ opposite Interest Rate and insert 3% per annum

Add the following definition:

Contract Documents See First Recital

Calculation Trigger Date for any undisputed Invoiced Debt, the Calculation
Trigger Date shall be the date the relevant invoice is
correctly received by the Council. For any disputed
Invoice Debt, the Calculation Trigger Date shall be
the date on which the dispute has been resolved to
the mutual satisfaction of the parties.
Final Date for Payment means the final date for payment of an amount due
to the Contractor in accordance with the [Contract].
Final Statement means [the final claim for payment made by the
Contractor in accordance with the [Contract]/ has
the meaning given in the [Contract].
Notice means the notice issued by or on behalf of the
Employer specifying the amount due to the
Contractor (or, if the Contractor fails to issue a
notice, the application for payment made by the
Contractor specifying the amount due to the
Contractor) as at the due date in respect of that
payment and the basis on which the sum has been
calculated.
Pay Less Notice means the notice issued by the Employer advising
the Contractor of the intention to pay less than the
sum stated as due to the Contractor in the Notice/
has the meaning given in the [Contract].
 Completion means the stage at which practical or substantial
completion of the Works is achieved in accordance
with clause [x] of the [Contract]/ has the meaning
given in the [Contract].
Valid invoice means the pdf invoice e-mailed to
sipinvoices@southtynesidesip.co.uk , matching the
interim certificate/Payer’s notice issued by the
QS/PM/EA, inclusive of VAT

7.2 Clause 1.2: Agreement etc to be read as a whole

In clause 1.2 delete the sentence starting ‘Nothing contained…’

7.3 Clause 1.5: Contracts (Rights of Third Parties) Act 1999

Delete clause 1.5 and substitute:

No person who is not a party to this Contract shall have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
8 Section 2: Carrying out the Works

8.1 Clause 2.1: Contractor’s obligations

At end of clause 2.1.1 insert:

Upon request from the Employer, the Contractor shall provide evidence of his
compliance with all Statutory Requirements and of issue of all required notices
relating to them. Where in fulfilling the obligations set out in this clause 2.1 the
Contractor shall require the presence of a relevant local authority or statutory body,
the Contractor shall duly notify the local authority or statutory body of such
requirement, and the Contractor shall be responsible for the integration with the
remainder of the Works of any works or other activity that the local authority or
statutory body may undertake.
8.2 New Clause 2.1A

Insert new clause 2.1A under the heading ‘Contractor’s obligations: workmanship, goods and
materials’:
 2.1A With regard to the Works generally, and without prejudice to clause 2.1, the
Contractor warrants to the Employer that:
2.1A.1 the Works have been or will be executed using proven up to date
practice and to the appropriate standards available at the date of
this Contract and without infringement of any rights, reservations,
covenants, restrictions, stipulations or other incumbrances binding
upon or affecting the site of the Works (save as may have been
agreed with the Employer);
2.1A.2 The Works comprise or will comprise only materials and goods
which are new (except where otherwise provided in the Contract
Documents) and of satisfactory quality and all workmanship,
manufacture and fabrication will be up to the appropriate standards
available at the date of this Contract and consistent with the
intended use of the Works;
8.3 Clause 2.7: Extension of time

In line 4 after ‘Contractor’ insert:

and not reasonably foreseeable by him

In line 4 after ‘including’ insert:

any breach of this Contract or any act or omission on the part of the Employer or
In line 5 after ‘a’ insert:

breach, act, omission or

In line 8 after ‘any default’ insert:

, negligence, omission, breach of contract or breach of statutory duty

8.4 Clause 2.9: Practical completion

At the end of clause 2.9 insert:

Practical completion occurs when the Works have reached a stage of completeness
so that there are no apparent deficiencies or defects in the Works and so that there
are no incomplete works, the condition or completion of which would prevent
normal, reasonable and beneficial occupation and use, and the site of the Works has
been cleared of all temporary buildings, builders’ plant and equipment, unused
materials and rubbish; and the Works have been left in a clean and tidy condition.
Provided that the Works shall not be considered incomplete by reason of minor
 defects which can be remedied without interference with or interruption of the use
of the Works as aforesaid;
9 Section 3: Control of the Works

9.1 Clause 3.1: Assignment

Delete clause 3.1 and substitute:

3.1.1 The Contractor shall not assign the benefit of all or any of the Employer’s
obligations under this Contract, without the written consent of the
Employer.
3.1.2 The Employer may assign the benefit of all or any of the Contractor’s
obligations under this Contract.

9.2 Clause 3.3: Sub-contracting

In clause 3.3.1 line 1 before ‘consent’ insert:

written prior
In clause 3.3.1 line 3 after ‘obligations’ insert:

or exclude or limit his responsibilities and obligations

9.3 Clause 3.4: Architect/Contract Administrator’s instructions

At the end of clause 3.4 insert:

No approval or comment or omission to approve or comment on the part of the

Employer whether under this Clause or otherwise under this Contract shall in any
way affect any duties, responsibilities or liabilities of the Contractor whether under
this Contract or otherwise.

9.4 Clause 3.9: CDM Regulations – Undertakings to comply

In clause 3.9.1 after ‘duties’ in the last line insert:

and those of a Contractor

10 Section 4: Payment

10.1 Clause 4.3 (last line) delete ‘14 days from its due date’ and insert 25 days from the
receipt of a Contractor’s valid invoice
10.2 Clause 4.8.3 delete ‘14 days from its due date’ and insert 25 days from the receipt
of a Contractor’s valid invoice

10.3 insert new clause 4.10

Payment prior to the Final Date for Payment and the Rebate

4.10.1 The Contractor shall by the end of the next working day after the date of receipt of
an Interim Certificate e-mail a valid pdf invoice including the appropriate level of
VAT to the Employer (sipinvoices@southtynesidesip.co.uk)(containing the relevant
project purchase order number) confirming the amount due within the Interim
Certificate (“Contractor’s Invoice”). For the purpose of the Housing Grants,
Construction and Regeneration Act 1996 (as amended) the due date for payment
in respect of an Interim Certificate shall be the date of receipt of the Contractor’s
valid Invoice.

4.10.2 The Contractor acknowledges and agrees that the Employer is entitled to, but is
not obliged to, make payment of any amount due to the Contractor prior to the Final Date
for Payment for that amount.

4.10.3 If the Employer elects to make payment of an amount due to the Contractor prior
to the Final Date for Payment, the Employer shall, notwithstanding any provision in this
Contract prohibiting the Employers right to set-off sums owed to it by the Contractor against
any sums due to the Contractor, be entitled to deduct and retain from the amount due to
the Contractor, for its own benefit, such percentage of the amount set out in the Notice (the
“Rebate”) (that is calculated in accordance with Appendix 1).

4.10.4 Where clause 4.10.3 applies, the Employer shall:

4.10.4.1 issue a Pay Less Notice in accordance with clause 4.10.4; and

4.10.4.2 make payment of the amount of the Pay Less Notice on the date of the Pay Less
Notice.

4.10.5 A Pay Less Notice issued under clause 4.10.4:

4.10.5.1 may be issued simultaneously with, or subsequent to, the Notice; and
4.10.5.2 shall state the sum due to the Contractor as at the date of issue of the Pay Less
Notice (which amount shall be calculated as the amount set out in the Notice reduced in
accordance with clause 4.10.3 above).

4.10.6 For the avoidance of doubt, the Rebate shall be applied only in accordance with
this clause 4.10 after the valuation or assessment of amounts otherwise due in accordance
with the Contract. The valuation or assessment of amounts otherwise due to the Contractor
under and in accordance with this Contract shall exclude any deductions made as a result of
the application of the Rebate. The Contract Sum shall not be adjusted by reason of the
application of the Rebate.

4.10.7 In the event of any inconsistency between this clause 4.10 and the balance of this
Contract, this clause shall prevail.

4.10.8 This clause is without prejudice to any other right or remedy of the Employer
(including the right to issue a Pay Less Notice under clause 4.10.3) under or in
connection with this Contract.

11 Section 6: Termination

11.1 Clause 6.11: Consequences of termination under clauses 6.8 to 6.10

Delete clause 6.11.2.3.

4: ADDITIONAL CONDITIONS

12 New Clauses 8 and 9

Insert the following new sections headed respectively ‘Prohibited Materials’ and ‘Copyright’:

12.1 New Clause 8: Prohibited materials

Clause 8: Prohibited materials

Subject to clause 2, the Contractor warrants:
8.1 that he has not used or specified and will not use or specify for use;
8.2 that he has exercised and will continue to exercise reasonable skill, care and
diligence to see that there are not used;
 8.3 that he is not aware and has no reason to suspect or believe that there have
been or will be used;
8.4 that he will promptly notify the Employer in writing if he becomes aware or
has reason to suspect or believe that there have been or will be used;
in or in connection with the Works, materials or substances other than in
accordance with the guidance in the publication ‘Good Practice in the Selection of
Construction Materials’ published by the British Council for Offices in 2011 or the
edition of which as may be current at the date of specification or, as the case may
be, use.

12.2 New Clause 9: Copyright

Clause 9: Copyright
The Contractor grants to the Employer an irrevocable, royalty-free, non-exclusive
licence and/or sub-licence to use and reproduce all drawings, designs, specifications,
bills of quantities or similar documents prepared by or on behalf of the Contractor
for and/or in connection with the construction of the Works (‘the Copyright Work’)
in any manner and for any purpose related to the Works including, without
limitation, the execution, completion, maintenance, letting, sale, advertisement,
reinstatement, repair and extension of the Works. The licence hereby granted
includes the right to the Employer, and any Fund and their successors and assigns
and those deriving title through or under them to assign such licences and grant or
assign sub-licences of the right to use and reproduce the Copyright Work, provided
always that the Contractor shall not be liable for any such use by the Employer or
the Fund or their successors or assigns or sub-licences for any purpose other than
that for which the same were prepared and provided by the Contractor.

13. New schedule 1

Insert following schedule

Appendix 1

Rebates which the Council may deduct and retain

Number of days elapsed between the % of the amount owed that may be
Calculation Trigger Date and the Invoice
deducted and retained by the Council as
Payment Date
the Rebate
1 1.58%
Number of days elapsed between the % of the amount owed that may be
Calculation Trigger Date and the Invoice
deducted and retained by the Council as
Payment Date
the Rebate
2 1.52%
3 1.47%
4 1.41%
5 1.36%
6 1.30%
7 1.25%
8 1.18%
9 1.11%
10 1.04%
11 0.97%
12 0.90%
13 0.83%
14 0.76%
15 0.69%
16 0.63%
17 0.56%
18 0.49%
19 0.42%
20 0.35%
21 0.28%
22 0.21%
23 0.14%
24 0.07%
25 0.00%

1. Calculation of the Rebate:

a. The Rebate is calculated by establishing the number of days that have

elapsed between the Calculation Trigger Date and the Invoice Payment
Date and comparing the number of days elapsed within the first
column of the table above to determine the Rebate to be applied to
the invoiced amounts. The Rebate percentage (%) is calculated to 14
decimal places and it is this value that is applied in all calculations.
However, for simplicity, the Rebate % displayed in the table above has
been rounded to 2 decimal places.

b. Rebates applied to invoices are calculated at an invoice line item level.

Rebates are applied in the manner described at (a) immediately above,
against the value of each line item. The result of this calculation is
 rounded to the nearest pence. Once the Rebates for all line items have
been calculated, they are aggregated to provide the total Rebate value
to be deducted from the Contractor’s invoice on early payment of the
invoice.

2. For every 0.25% change in the Bank of England Base Rate the Rebate will be
adjusted in the same direction as the Base Rate change, by 0.02%.

3. The table above reflects the Bank of England Base Rate of 0.5% as at 5th
February 2015

4. The Council shall issue a debit note indicating the value of the Rebate that has
been applied