00 - RFP - Sylvia Park BTR - Naylor Love

REQUEST FOR PROPOSAL
PRECONSTRUCTION SERVICES
Sylvia Park Build To Rent

Prepared for: Kiwi Property Holdings Ltd | Prepared by: Greenstone Group Ltd
Release Date: 27 January 2021 | Closing Date: 24 February 2021
Kiwi Property Build To Rent – RFP Main Contractor Services | 1

Table of Contents
1. INTRODUCTION ...................................................................................................................................... 3
2. PROJECT INFORMATION ....................................................................................................................... 3
3. THIS RFT .................................................................................................................................................. 5
4. PRECONSTRUCTION PROCESS ........................................................................................................... 5
5. CONSTRUCTION CONTRACT – SUMMARY OF KEY TERMS ............................................................. 6
6. PROPOSED PROJECT TIMELINE .......................................................................................................... 8
7. INFORMATION PROVIDED TO SHORTLISTED TENDERERS ............................................................. 8
8. INSTRUCTIONS TO SHORTLISTED TENDERERS ............................................................................... 8
9. PRICING INFORMATION......................................................................................................................... 8
10. NON-PRICING INFORMATION ............................................................................................................... 9
a) Contractor and Guarantor .................................................................................................................................... 9
b) Team ................................................................................................................................................................... 9
c) Methodology ...................................................................................................................................................... 10
d) Programme ........................................................................................................................................................ 10
e) Health and Safety .............................................................................................................................................. 11
f) Project specific innovation ……………………………………………………………………………………………….11
g) Homestar…………………………………………………………………………………………………………………...11
h) Management Systems ....................................................................................................................................... 11
i) Changes to Forward Workload & Financial Position .......................................................................................... 12
j) Bonding.............................................................................................................................................................. 12
k) Insurance information ........................................................................................................................................ 12
l) Tags and qualifications ...................................................................................................................................... 12
11. RFT Conditions of Tendering .................................................................................................................13
12. Principal’s Contact Person – Questions and Communications ..............................................................13
List of Appendices
Attachment 1: Form of Preconstruction Services Agreement
Attachment 2: Construction Contract
Attachment 3: P&G Specification
Attachment 4: Briefing Materials
Attachment 5: Preliminaries sum breakdown template
Attachment 6: Health and safety questionnaire
Attachment 7: Tender acknowledgement form
Sylvia Park Build To Rent – RFP Preconstruction Services | Page 2

27th January 2021
Naylor Love
129 Diana Drive
Glenfield
AUCKLAND
Attention: Bruno Goedeke
Dear Bruno
Sylvia Park Build-To-Rent (BTR) Project –

Request for Tender
On behalf of Kiwi Property Holdings Limited (KPHL), thank you for your company’s expression of interest
submission in relation to KPHL’s build-to-rent (BTR) project at Sylvia Park (the Project).
We are pleased to advise that you been shortlisted by KPHL to submit a tender in relation to the Project.
This letter sets out the further information for you, and the information required from you, under this request
for tender (RFT) process.
1. INTRODUCTION
Pursuant to this RFT, KPHL wishes to:
(a) appoint a suitably qualified contractor to undertake preconstruction services (Preconstruction

Services) in relation to the Project in accordance with the form of preconstruction services
agreement (PSA) included in Attachment 1 to this RFT; and
(b) provide an opportunity for that contractor to be awarded the construction contract for the
construction of the Project.
On behalf of KPHL, we now invite you to submit a tender in accordance with this letter towards the above
purpose. As an interim step, would you please sign and return the Tender Acknowledgment Form
included in Attachment 7 to this letter and return it to me by no later than 4pm on Friday 29th January
2021.
2. PROJECT INFORMATION
Project scope
The project is a 295 apartment development which KPH will retain ownership of and operate as a BTR
asset, adjoining the thriving retail precinct at Sylvia Park and growing commercial hub.
The development will be KPH’s first BTR asset and is intended to become a flagship for future BTR
developments at Sylvia Park and throughout their wider portfolio.

The project is comprised of:
 Three separate buildings on a podium level: Building A accommodating 116 apartments within 9
levels and a roof deck; Building B accommodating 74 apartments with 12 levels; Building C
accommodating 105 apartments within 9 levels
 Podium level including an amenity pavilion building and landscaped areas
 121 car spaces situated in the undercroft carpark beneath the podium
 Creation of a walkway to Sylvia Park.
The development site is located on residential sites at 23-35 Lynton Road and 252 & 252A Mt Wellington
Highway, which is at the northern end of Sylvia Park with direct access to Sylvia Park. Construction
access is proposed to be off Lynton Road.
Project team
The main consultants include:
 I2c / Ryders / Pacific Environments – Architecture
 Holmes Consulting Group – Structural Engineering
 E Cubed – Building Services
 Aurecon – Façade Engineering
 Holmes Fire – Fire Engineering
 Rider Levett Bucknall – Cost Consultant
 Greenstone – Project Management
Resource consent
The Resource consent was approved on 21 December 2020, and subsequently the design has
developed further and whereby the Principal will be submitting a Resource Consent amendment
application by March 2021, and which relates to:
 Height for all three buildings has increased (A & C by one level, and B by two levels)
 Increase in the quantity of apartments
 Reduction in the size of the basement, and therefore less car spaces
 Removal of one rooftop outdoor area
 Revision to the façade design
As a result, the concept design documentation that has been provided (refer to Briefing Materials;
attachment 4) is aligned with the revised design for the Resource Consent amendment application.
Building consent
A split consenting strategy is proposed (refer to below). The main benefits of this approach are that
construction can commence at an earlier stage of the design phase, the Principal can proceed with a
staged delivery and has the ability to mitigate a range of risks. Refer to below:
 BC No.1 - Civil, foundations and podium

 BC No.2 - Building A superstructure
 BC No.3 - Building B superstructure
 BC No.4 - Building C superstructure
 BC No.5 - Building A façade and fit-out
 BC No.6 - Building B façade and fit-out
 BC No.7 - Building C façade and fit-out

Construction phase
As outlined in the master programme, KPH is anticipating the following:
 Enabling works package – to commence on 3 June and the intention is for the pre-construction
services partner to undertake these works
 Construction commencement on 21 October 2021
 Construction completion on 20 October 2023
3. THIS RFT
This RFT sets out:
(a) KPHL’s intention in relation to the preconstruction process (see paragraph 4);
(b) a summary of key terms that will apply under the construction contract (see paragraph 5);
(c) an outline of the RFT timing and of the Project’s proposed timeline (see paragraph 5);
(d) information that KPHL is providing for the purposes of tenderers better understanding the Project
(see paragraph 6);
(e) information that KPHL would like to receive from tenderers as part of their tender responses.
(This information will be used as part of KPHL’s considerations as to the tenderer it wishes to
appoint as its construction consultant) (see paragraph 7, 8 and 9); and
(f) the terms and conditions that apply to the RFT process (see paragraph 10 and Schedule 1).
4. PRECONSTRUCTION PROCESS
We have set out below KPHL’s intention in relation to the preconstruction process. However, tenderers
should refer to the form of PSA in Attachment 1 to this letter.
Appointment of Contractor as Construction Consultant

The successful tenderer will be appointed by KPHL as its ‘construction consultant’ for the Project. Once
appointed, the construction consultant will perform the preconstruction scope (comprising
preconstruction services and the preparation and submission of pre-defined deliverables) set out in the
PSA included at Attachment 1 to this letter. The construction consultant will be entitled to be paid a
preconstruction fee.
KPHL and its advisers have considered the preconstruction fee structure, which reflects the following:
(a) a fixed fee for the construction consultant’s performance of the preconstruction services including
attendances at meetings and workshops and the submission of the pre-defined deliverables; and
(b) for variations to those services, reimbursement on an hourly rates basis in accordance with the rates
to be set out in the PSA.
Pricing process
During the preconstruction period the construction consultant is to work with KPHL’s project manager
(Greenstone Group) and quantity surveyor (RLB) and the design team to build up a Contract Price for
the Contract Works. Pricing will be on the following basis:
(a) construction sum with a full breakdown of all trade packages and other contract works, to be
procured by the construction consultant on a competitive tender process on an open-book basis;

(b) preliminaries sum (for On-site Overheads), using the successful tenderer’s tendered sum (as
submitted as part of its tender, see below) as a baseline with any increase (for any material change
in the scope of the Project) to be demonstrated against such baseline to the satisfaction of KPHL;
(c) margin sum (for Off-site Overheads and Profit), based on the net construction sum and the
preliminaries sum and any provisional sums, using the successful tenderer’s tendered margin
percentage (as submitted as part of its tender, see below); and
(d) any agreed provisional sums items (for those works agreed during the preconstruction period to be
provisional sums). There may be two types of “provisional sum” items: true provisional sums and
the ‘Price TBC’ items. The ’Price TBC items are those parts of the works for which pricing is to be
fixed after award of the construction contract, in accordance with the pricing process set out in the
construction contract.
All pricing must be transparent with all assumptions (including pricing exclusions) clearly stated and with
no hidden costs.
Key Personnel
Key personnel appointments are required and such persons may not be removed by the construction
consultant unless permitted under the PSA. KPHL expects that relevant delivery team members included
in the preconstruction team will remain available to the project for the delivery phase in the same roles,
or as agreed by KPHL.
Award of Construction Contract

The PSA describes the process that is to apply in relation to the awarding of the Construction Contract.
In the Attachments to this letter, we have included KPHL’s preferred form of Construction Contract. Any
tags or qualifications to this form must be provided with your tender.
To facilitate the timely award of the Construction Contract, and so that the parties are aware of their risk
positions when engaging through the preconstruction process, KPHL will include the agreed form of
Construction Contract in the PSA and that the construction consultant is to be bound by that form.
Tenderers should be aware that it is the intent of KPHL not to award a Construction Contract unless and
until there is price certainty for the majority of the value of the Contract Works (to an extent determined
by KPHL), and subject to satisfaction of the other prerequisites to award as set out in the PSA.
5. CONSTRUCTION CONTRACT – SUMMARY OF KEY TERMS

KPHL’s preferred form of Construction Contract is included in Attachment 2 to this letter. Key aspects of
the Construction Contract include the following:
(a) form: NZS3910:2013 with special conditions;
(b) separable portions: Building A (and associated podium), Building B (and associated podium), and
Building C (and associated podium, and balance of the works). The scope and structure of each
separable portion will be confirmed in consultation with the contractor during the PSA process.
(c) price: fixed lump sum in relation to the majority of the value of the Contract Works (with the remaining
trades to be fixed after award in accordance with the trade letting process in the Construction
Contract);
(d) completion date(s) for each Separable Portion: fixed, subject to EOT rights as set out in the
Construction Contract;

(e) delay LDs: the liquidated damages payable by the Contractor for delay in completion of the Contract
Works by the Due Date(s) for Completion are to be:
Month 5 and
Area Month 1 Month 2 Month 3 Month 4
following
Separable Portion 1 - Basement
$0 $3,457 $6,914.37 $9,219.16 $11,524
Carpark & Building A
Separable Portion 1 - Building B $0 $2,267 $4,534.19 $6,045.59 $7,557
Separable Portion 1 - Building C

$0 $3,014 $6,027.95 $8,037.26 $10,047
& Pavillion
40% 60% 80% 100%
(f) DNP: 12 months from Practical Completion of the whole of the Contract Works, with further periods
applying for ‘material’ defects rectified during the DNP as set out in the Construction Contract;
(g) Engineer to the Contract: Nigel Cooper of Greenstone Group;
(h) no novation: novation of the design team is not required;
(i) security requirements (bank bonding): required in the amount of 5% of the Contract Price, in
accordance with the requirements (including as to the form) set out in the Construction Contract;
(j) security requirements (retentions): NZS3910:2013 retentions with no cap/maximum;
(k) security requirements (parent guarantees): it is intended that there will be a guarantee of the
Contractor provided by its parent company or ultimate shareholder, in the form provided in the
Construction Contract;
(l) security requirements (warranties): deeds of warranty are required from the Contractor and from
Subcontractors in accordance with the relevant forms set out in the Construction Contract.
Subcontractor continuity deeds are also required from subcontractors;
(m) insurances: the principal will effect the contract works insurance required by the Construction
Contract; the Contractor is to hold and maintain the following insurances: public liability ($50m), motor
vehicle ($10m), professional indemnity ($5m), and plant insurance (for items with a value of over
$20,000);
(n) key personnel: key personnel appointments are required and such persons may not be removed by
the Contractor unless permitted under the Construction Contract. Key personnel amounts are
required as set out in the Construction Contract;
(o) licences: the only licences for which the Principal is responsible for obtaining in relation to the
construction of the Contract Works and the use of the Contract Works when constructed are:
resource consent(s), building consents (other than any building consent required for the temporary
works; or for that part of the Contract Works that is required to be designed by the Contractor; or that
may be required for the Contractor’s method of working; or that may otherwise be required in
connection with any act or omission of the Contractor including any change to the Contract Works
implemented by the Contractor) and engineering approvals for work on public infrastructure. The
Contractor is to comply with conditions of such licences obtained by the Principal and is to obtain all
other licences for the undertaking of the Contract Works.

6. PROPOSED PROJECT TIMELINE
By way of update to the Project timeline included in the EOI, the table below reflects KPHL’s current intent
in relation to its procurement and delivery timeframes. However, these dates may change (and be advised
to tenderers) during the Tender Process at KPHL’s sole discretion.
Milestone Date
This RFT issued to shortlisted tenderers on: 27 January 2021

Shortlisted tenderers to submit tender Acknowledgement Form by: 29 January 2021
RFT Closes: 24 February 2021
Shortlisted tenderer interviews (if required): 1 March 2021
Selection of preferred tenderer as Construction Consultant: 5 March 2021
Construction Consultant commences Preconstruction Services: 9 March 2021
Detailed design completed by design team: 13 October 2021
Contract Price agreed and contract award confirmed: 20 October 2021
Contractor commences on site: 21 October 2021
Due Date(s) for Completion – SP1 to SP3: 20 October 2023
7. INFORMATION PROVIDED TO SHORTLISTED TENDERERS

To assist tenderers in the preparation of their tender, we will provide the briefing material listed in
Attachment 4 to this letter to each tenderer following receipt of the Tender Acknowledgement Form from
that tenderer.
8. INSTRUCTIONS TO SHORTLISTED TENDERERS – INFORMATION TO BE PROVIDED

WITH TENDERS
KPHL intends to appoint its contractor based on the following RFT requirements described in paragraphs
8 and 9 below. This should therefore guide you in terms of the matters that should be covered in your
tender and we ask that your response is no more than 50 no. A4 pages.
Tenderers are not to provide any information in their proposal which they cannot deliver upon during the
Preconstruction Services or the Construction Works.
Tenders are to be in PDF format and lodged by email to:
 geoff.speck@nz.rlb.com
 nigel.cooper@greenstonegroup.co.nz
9. PRICING INFORMATION
Tenderers are to provide:
(a) preconstruction fee and hourly rates to apply as explained in paragraph 4 above; and any rebates
(if any) if awarded the full construction contract.
(b) preliminaries sum (on account of On-site Overheads) that will form a baseline for that amount in
the Contract Price required under the PSA as explained in paragraph 4 above. A breakdown of

the preliminaries sum is to be provided using the template included as Attachment 5 to this letter;
(c) margin percentage (on account of Off-site Overheads and Profit) to apply in pricing the Contract
Works in accordance with the PSA;
(d) margin percentage (on account of Off-site Overheads and Profit) to apply in valuing Variations
under the Construction Contract; and
(e) Working Day rate for actual costs up to a capped maximum (crane rate and non-crane rate).
10. NON-PRICING INFORMATION

KPHL is also seeking information that demonstrates the substance of the tenderer entity group, the
experience of their proposed management team for the project, the quality and utility of the tenderer’s
processes and systems, as well as showing a consideration and understanding of the project constraints
and opportunities, and demonstrating proactive thinking and approach (aka ‘smarts’) in the delivery of the
project (including in ‘methodology’ section below). Tenders will be evaluated having strong regard to these
matters.
Where any of the information sought below was provided by the tenderer in its EOI response, and
referenced by the tenderer as such, please provide that section of the EOI response in the tender for ease
of reference by the tender evaluation panel.
a) Contractor and Guarantor

To allow assessment by KPHL of the tenderer’s financial stability, the tenderer must provide:
 an organisation chart for the group of which it forms part showing interrelationship of the tenderer
with related companies, subsidiaries, and its parent company / ultimate shareholder.
 confirmation as to the parent company or ultimate shareholder providing the parent company
guarantee is to be provided, including written confirmation of acceptance from such entity that it
will provide the guarantee and acceptance of the form of parent company guarantee included in
the Construction Contract.
 financial information for the tenderer and the Guarantor that provides a full picture of the
substance of the entities and their financial health. This may include:
i. annual financial statements, including statements of performance, statements of position,

statements of cash flow and statements of accounting policies and notes. Note if audited or not;
ii. summarised management accounts for the current year (revenue, earnings before interest and
tax (EBIT), NPAT, current assets, current liabilities, total assets and term debt);
iii. Details of any claims (actual, threatened, or pending) from third parties against the tenderer,
the Guarantor, or any related party, or any other contingent liabilities not recorded on the
balance sheet; and
iv. Primary banker details and confirmation from that banker that all bank facility terms and
conditions are currently being complied with.
b) Team
KPHL requires that the Contractor’s preconstruction team remains on the project for the delivery
phase in the same roles and expects, as a minimum, the following positions: Project Manager;
Design/Services Manager; and Commercial Manager/QS.

If changes are required from names provided within the EOI submission, provide for such replacement
persons a full CV including project experience / job chronology in reverse order (current first), position
title, qualifications, current workload/commitment.
Provide an organisational chart of the proposed team for the preconstruction services, and an
organisational chart of the proposed team for the construction phase.
Within this structure describe the communication links between key parties (management team, site
staff, key subcontractors, Engineer, Principal etc).
Provide details of the proposed Commercial team successfully completing projects with a staged
procurement approach, similar to the pricing process described in Section 3 above.
Confirm the time commitment of key team members to the project by completing a table containing
the following information:
i name of team member;
ii role of team member; and
iii % FTE allocation to the project on a month by month basis.
Provide two independent contacts for verbal reference of their previous relevant experience in their
proposed roles.
c) Methodology
The tenderer shall confirm the methodology proposed to be used for the effective and efficient
implementation of the Services under the Preconstruction Services Agreement and the undertaking
of the Contract Works under the Construction Contract.
The tenderer shall include the following:
i. site establishment and site security provisions;
ii. how the site will be operated, including crane locations, loading bay locations, material/personnel
hoists, truck movements, storage areas on-site for materials etc;
iii. overall strategy to meet construction targets / completion dates;
iv. the proposed construction methods and staging;
v. preliminary Traffic Management Plan;
vi. temporary diversions / relocations or protection works required for utility services affected by the
proposed works;
vii. methods to reduce the construction disturbance and impact on the public and adjacent property
owners including noise and dust control; and
viii. commentary on the structural design concept, and other key design elements such as the façade.
d) Programme
Tenderers shall submit with their tender a preliminary construction programme which aligns with the
above methodology.
This programme shall be confirmation that the Contract Works can be completed within the contract
period specified. Tenderers are to propose the completion dates for each of the separable portions.

Tenderers shall describe how progress against programme will be monitored to ensure programme
slippage is identified early, and how it might be mitigated.
Tenderers are also encouraged to demonstrate options to achieve completion of the Contract Works
within a shorter time period if possible.
e) Health and Safety

Health and Safety is a key driver and area of focus for KPHL throughout all phases of the project.
KPHL has clearly documented their H&S expectations for projects – see the “Health & Safety
Procedures for Kiwi Property Development Projects” document (attached in the Briefing Materials
and P&G specification).
Tenderers are to provide details of their H&S systems and processes and complete the H&S
Questionnaire contained within Attachment 6.
f) Project specific innovation (project smarts)
The Contractor is to provide details of any specific areas that they believe they can improve the
projects construction feasibility, construction timeframe and simplification of construction. In
particular the Principal is looking for the Contractor’s commentary and specific project smarts relating
to:
 Proposed basement and podium structure
 Proposed superstructure design (incl balconies and precast elements)
 Façade design (to the extent that it is currently detailed)
 Separable portion division and sequencing, and consenting strategy
 Potential for off-shore procurement or single line procurement given significant repetition of
key elements, be that façade or internal fitout components
 Any areas of concern or refinement of the current design that the Contractor has identified
through its review of the current documentation
g) Homestar
The Principal intends to achieve a Homestar 7 star rating and therefore the tenderers are to outline
the processes that they will implement to assist in achieving this aim; and which may involve the
appointment of a Homestar Practitioner (or a Green Star Accredited Professional) within the
Contractors team during the pre-construction and construction phases. Refer to the P&G
specification for further details.
h) Management Systems
Tenderers are to:
i. describe their proposed financial management methodology for this Contract including their
approach for tracking and advice to the Principal of any variances to the cost plan as soon as
possible;
ii. describe the Risk Management Plan to be employed by the tenderer and how the tenderer
intends to implement this plan;
iii. provide details of the Quality Management Plan to be employed by the tenderer and how they
intend to implement this plan;
iv. describe their project reporting process, both internal to the tenderer and to the Principal,

including details of identification, monitoring and escalation processes for issues and risks;
v. provide evidence of knowledge and understanding of sustainable and green building design and
construction and evidence of the implementation of this knowledge on projects.
i) Changes to Forward Workload & Financial Position

Tenderers are to advise of:
i. any impacts of the Covid-19 pandemic on the forward workload or financial position of the
tenderer or the Guarantor;
ii. any claims threatened or pending against the tenderer or the Guarantor;
to the extent not earlier declared in the tenderer’s EOI submission. If any changes are advised then
details are to be provided with the tenderer’s RFT submission.
j) Bonding
Tenderers are to advise their ability to provide the required contractor performance bond amount
required by the Construction Contract on the estimated date for commencement of the Contract
Works in paragraph 5 above, and advice of the proposed bank (that meets the requirements of the
Construction Contract) to provide such bond. Confirmation from such bank as to availability of such
a bond, and acceptance of the form of bond is also to be provided.
k) Insurance information
Confirmation that the insurances required by the PSA and Construction Contract are available.
Insurance certificates are to be provided.
l) Tags and qualifications

The proposed Preconstruction Services Agreement and Construction Contract is attached to the
RFT.
Tenderers are to advise of any tags, exceptions and departures in the below format, and otherwise
confirm acceptance of the documents:
The clauses of the Preconstruction Services Agreement that are not acceptable to us (if any) are
listed in the table below:
Reason for non-acceptance of Proposed alternative to

# Clause Number
clause clause
1 [insert] [insert] [insert]
The clauses of the Construction Contract that are not acceptable to us (if any) are listed in the
table below:

# Clause Number
clause clause

Aspects of the Principal’s drawings and specifications and other contract documents which
we tag or qualify are as follows:

# Clause Number
clause clause
Note that generalised responses (such as ‘we wish to discuss this provision or detail further with
you’) are not acceptable.
11. RFT Conditions of Tendering

KPHL’s evaluation as to whether (and the extent to which) an RFT response meets and/or satisfies any
pre-conditions and other evaluation criteria in this RFT, and its decision as to which tenderer it appoints
as its construction consultant will be at KPHL’s sole discretion. Please note the Conditions of Tendering
applying in relation to the evaluation of submissions, as attached to this letter at Schedule 1.
The Conditions of Tendering set out in Schedule 1 to this letter apply to this RFT process. By submitting
a response to this RFT, you agree to comply with these Conditions of Tendering.
12. Principal’s Contact Person – Questions and Communications

All communications with KPHL concerning this RFT must be in writing (via email) and be made to the
Principal’s Contact Person (as set out below), or such other person who may be appointed in
substitution by KPHL and notified to the tenderers.
Name: Damian Duthie
Title: Senior Project Manager, Greenstone Group
Email: damiand@greenstonegroup.co.nz
Mobile: +64 27 659 9009
Tenderers must not, during the RFT process, contact any employee of KPHL or of Kiwi Property Group
regarding the RFT (except for the Principal’s Contact Person). To do so may be considered a breach of the
RFT terms and conditions and the Tender Response may be rejected. Tenderers may, however, contact
the Principal regarding other services they may already be providing to the Principal under a separate
contract provided that such contact does not involve requests for information or disclosure of any matters
relating to this RFT.
Yours faithfully
Nigel Cooper
GREENSTONE GROUP LTD
cc: Greg Tolley, Kiwi Property Group - Greg.Tolley@kp.co.nz

Geoff Speck, RLB – Geoff.Speck@nz.rlb.com

SCHEDULE 1: Conditions of Tendering Construction
Unless the context otherwise requires:
1. Interpretation  ‘includes’ means “including without limitation”;
Definitions  a reference in these Terms and Conditions to
Unless the context otherwise requires, terms a paragraph, is a reference to a paragraph of
defined in the Letter have the same meaning in these Terms and Conditions;
these Terms and Conditions and the following  the meaning of “or” is that of the inclusive,
definitions also apply: being one, some or any number of
Confidential Information means any technical, possibilities; and
commercial or other information, ideas, concepts,  anything that, under these Terms and
projections, know-how, data, drawings, Conditions, is to be done or may be done by
specifications, materials, documents, reports KPHL may instead be done by the Contact
and/or designs of any kind and in any form or Person on behalf of KPHL.
medium (including the RFT Documents), that has
been disclosed, provided or made available by or Subcontractors
on behalf of KPHL to the Invited Respondent in Each Invited Tenderer must ensure that any third
connection with this RFT and/or the Project: party (including a proposed subcontractor under
i. whether disclosed, provided or made the PSA and/or Construction Contract) involved in
available before, on, or after the date of preparing the Invited Tenderer’s response or
the RFT; and including otherwise the Tender Process is bound by and
ii. the information contained within the RFT fully complies with these Terms and Conditions
Documents and all discussion and (including the provisions at paragraphs 2, 5, 6, 8,
negotiations (if any) between the Invited 9, 10, 12 and 13) as if they were imposed on that
Respondent and KPHL and any of party, except that the Invited Respondent must
KPHL’s employees, offers and advisors; conduct all communications that may be required
Construction Contract has the meaning given to between that third party and KPHL.
it in the Letter;
Contact Person means Damian Duthie of 2. Status of Tender Process
Greenstone Group or any notified replacement To the greatest extent permitted by law, the
from time to time; Tender Process does not and will not create any
Closing Date means the date that the RFT contractual, tortious, statutory, equitable or any
closes, as set out in the Letter; other obligation on KPHL or any right in favour of
Invited Respondent means you, and each other an Invited Respondent that is enforceable against
party that has been invited to participate in this KPHL.
Tender Process;
Letter means the cover letter to these Terms and This RFT is not an offer (and is not intended to be
Conditions; an offer) by KPHL. This RFT is an invitation for
Project means KPHL’s build-to-rent development Invited Respondents to submit a Response to
at Sylvia Park; KPHL subject to, and in accordance with, these
PSA has the meaning given to it in the Letter; Terms and Conditions.
Response means a tender response to the
request for tender; and Nothing in this RFT or the conduct of the Tender
RFT Documents means the designs, documents Process obliges KPHL to enter into negotiations
and other material provided with the Letter as well or contract with any Invited Respondent in relation
as all additional documentation that KPHL may to the services referred to in this RFT, unless and
disclose, provide or make available to the Invited until that Invited Respondent has received written
Respondent in connection with this RFT and/or notification from KPHL of the acceptance of its
the Project; Response and KPHL and that Invited Respondent
KPHL means Kiwi Property Holdings Limited; and have negotiated and executed a contract that
Tender Process means this request for tender documents that acceptance.
process.

3. RFT Documents and Information Documents, it must either:
No warranty as to information provided  make a request by email to the Contact
Any information provided to an Invited Person for clarification by no later than the
Respondent by or on behalf of KPHL (including as Closing Date; or
part of the RFT Documents) is:  when submitting its Response, include a
 provided for the convenience of the Invited statement of the interpretation upon which it
Respondent only and unless expressly relies and on which its Response has been
incorporated into the PSA and/or Construction prepared.
Contract (if applicable) will not form part of KPHL may at its sole discretion, but is not obliged
such contract; and to, respond to questions received after the
 not warranted or held out by KPHL as Closing Date.
accurate, correct or adequate.
If, despite paragraph 3.1, an Invited Respondent Invited Respondent’s warranties
wishes to rely on any such information, it does so The Invited Respondent warrants to KPHL that by
entirely at its own risk. submitting a Response it has:
 carefully examined the contents of the RFT
Discrepancy in RFT Documents Documents and any other information made
If an Invited Respondent finds any ambiguity, available by or on behalf of KPHL for the
discrepancy, error or omission in the RFT purpose of tendering;
Documents or has any question or wishes to  examined all information relevant to the risks,
make any enquiry concerning the RFT contingencies and other circumstances
Documents, it is to notify the Contact Person in having an effect on its Response;
writing by no later than the Closing Date.  informed itself of the nature of the obligations
The Contact Person may direct the Invited to be performed under the PSA and, if
Respondent (or all Invited Respondents) as to applicable, Construction Contract, including
how to resolve any ambiguity, discrepancy, error the resources necessary, suitable or desirable
or omission in the RFT Documents by issuing a to perform those obligations;
notice to Invited Respondent (subject to  satisfied itself:
paragraphs 3.1 and 3.2 above). i. as to the correctness and sufficiency of
its Response; and
KPHL reliance on information ii. that its rates and other prices include
The Invited Respondent acknowledges and compliance with all its obligations under
agrees that KPHL will rely on information provided the PSA and, if applicable, Construction
by each Invited Respondent at all stages of the Contract; and
Tender Process. In providing information each  not relied on information provided, or
Invited Respondent represents to KPHL that the represented to be provided, by or on behalf of
information is complete and accurate in all KPHL without independently verifying that
material respects, it is not misleading, and that in information and independently satisfying itself
preparing the information all reasonable skill and of the adequacy, accuracy and correctness of
care has been exercised. the information.
Failure by the Invited Respondent to do any or all
4. Respondent to inform itself of the things it warrants to have done will not
Familiarity with RFT Documents relieve the Invited Respondent (if its Response is
Each Invited Respondent will, by submitting its accepted) of its liability under the PSA or
Response, be deemed to have fully acquainted Construction Contract (as applicable).
itself with the contents of all of the RFT
Documents and any documents which are KPHL reliance on warranties and other
referred to in the RFT Documents. information
The Invited Respondent acknowledges that KPHL
Enquiries during Tender Process will rely upon the warranties given in paragraph
If an Invited Respondent has any queries about 4.4 in considering the Response and in entering
the Tender Process or in respect of any RFT into a PSA and, if applicable, Construction

Contract with the Invited Respondent.
KPHL is not bound by any statement (whether
5. Confidentiality written or oral) regarding the Tender Process
Invited Respondents must keep confidential all made by any person other than the Contact
Confidential Information. Person. KPHL’s Contact Person is the only
Invited Respondents must take all necessary person authorised to make representations or to
steps to safeguard the confidentiality of the provide explanations regarding the Tender
Confidential Information. Without limitation, Invited Process.
Respondents shall ensure that the Confidential
Information is not disclosed or provided to any 8. Ownership of intellectual property
person, except with KPHL's prior written consent The RFT Documents and all documentation or
or otherwise required (and then only to the extent other information provided by or on behalf of
so required) in order to submit a Response and KPHL is and shall remain the property of KPHL.
subject always to any such person being bound KPHL only grants each Invited Respondent a
by terms no less onerous than this paragraph 4. limited, revocable, and non-exclusive license to
use that documentation and information during
If it is found that an Invited Respondent has the Tender Process for the sole purpose of being
disseminated Confidential Information without involved in the Tender Process and not for any
KPHL’s prior written approval, then the Invited other purpose. All such documents and
Respondent may, at KPHL’s sole discretion, be information must be returned to KPHL at the
removed from the Tender Process without conclusion of the Tender Process or otherwise
limitation to any other rights and remedies immediately upon the request by KPHL.
available to KPHL.
The obligations in paragraphs 5.2 and 5.3 shall Information and documentation provided by an
not apply to Confidential Information to the extent Invited Respondent to KPHL will be retained by
that it: KPHL unless otherwise specifically agreed
 is already in the public domain (other than between KPHL and the Invited Respondent.
through a breach of any obligation of Intellectual property in an Invited Respondent’s
confidence); response will not, unless agreed between that
 is required to be disclosed by law; or Invited Respondent and KPHL, pass to KPHL.
 is required to be disclosed by the mandatory However, each Invited Respondent grants to
rules of any recognised stock exchange. KPHL a perpetual, irrevocable, assignable and
royalty-free licence (carrying the right to grant
6. Publicity sub-licences to any third party) to use, copy,
Without limiting paragraph 5, Invited Respondents adapt, modify and reproduce such information
must not, without KPHL’s prior written consent, and documentation for any purpose in connection
make any public statement in relation to the with this RFT and the Tender Process.
Project or the Tender Process or the Invited
Respondent’s participation in the Tender Process. Each Invited Respondent warrants on a
continuing basis the suitability of the intellectual
7. Communications property for the purposes described in this RFT
All communications relating to the Tender and that the documents submitted as part of its
Process, including requests for clarification or Response do not infringe the intellectual property
further information, must be directed by email and rights of any third party.
only to the Contact Person.
9. Anti-competitive behaviour
KPHL may, in respect of any clarification, further The Invited Respondent must not engage in any
information request or question by an Invited anti-competitive behaviour or other practice which
Respondent that KPHL (or the Contact Person) denies legitimate business opportunities to other
deems to have general application to the Tender Invited Respondents or other participants in the
Process, at KPHL’s entire discretion, provide it to Tender Process.
all other Invited Respondents. Any Invited Respondent that engages in such

behaviours or practices may be disqualified from terms and conditions;
this Tender Process at KPHL’s entire discretion.  apply or change, and give whatever weighting
it wishes, to any evaluation criteria included in
10. Cost of responding this RFT;
Invited Respondents are to bear their own costs  not apply any evaluation criteria included in
and expenses associated with the Tender this RFT;
Process, including:  take into account any other relevant
 in preparing its Response; and information that KPHL may have in its
 in respect of any discussions, negotiations or possession and to make enquiries of any
enquiries or any work undertaken by the person to assist it in the Tender Process;
Invited Respondent after its Response is  contact, liaise and negotiate with any Invited
submitted. Respondent at any time to the exclusion of
Each Invited Respondent waives any entitlement any other Invited Respondent;
it may have to claim against KPHL for any costs,  seek further details or clarification from an
losses, expenses or damages the Invited Invited Respondent about any aspect of its
Respondent may suffer or be liable for arising out Response;
of or in connection with this RFT or the Tender  amend, suspend or withdraw all or any part of
Process and waives any right to the same. the RFT or the Tender Process on written
notice to all Invited Respondents;
11. Contract Requirements  alter timelines by written notice to all Invited
A Tender that assumes that any agreement with Respondents;
KPHL will be based on the Invited Respondent’s  undertake due diligence, including financial
contract documentation is not acceptable to checks, relating to any Invited Respondent;
KPHL, and Tenders must not be submitted on that  reissue this RFT after cancellation,
basis. Tenders must fully describe any suspension or withdrawal; and/or
amendments required to the PSA and the
 do any other act or thing that KPHL sees fit in
Construction Contract.
relation to this RFT and Tender Process.
In the event that a Response is acceptable to
KPHL, such acceptance will be conditional upon
13. KPHL not liable
both parties duly executing the PSA.
Without limiting paragraph 2, to the greatest
extent permitted by law, neither KPHL, nor
12. Rights reserved by KPHL
KPHL’s employees, contractors, subcontractors,
Despite any other provision in this RFT to the
advisors or agents, will be liable (whether under
contrary, KPHL reserves the right in its sole
contract, in tort, under statute, in equity, at law or
discretion to:
otherwise) for any direct, indirect or consequential
reject all or any of the Responses in part or whole;
cost (including legal costs and Response costs),
 accept one or more Response, such that loss (including losses in opportunity, revenue and
KPHL enters into a contract with more than profit), expense or damage:
one Respondent;
 suffered or incurred by that Invited
 not accept the lowest priced Response; Respondent arising out of or in connection
 accept or reject any late Response; with this RFT and/or the Tender Process;
 permit or reject for evaluation, any late or non- and/or
conforming Response;  arising from the cancellation, suspension, re-
 waive any irregularities or informalities in a issuing or amendment of this RFT or in
Response; relation to or in connection with any other
 permit or reject for evaluation, any variations course of action KPHL may follow regarding
or alternatives submitted by any Invited this RFT and/or the Tender Process.
Respondent; Despite paragraphs 2 and 13.1, to the extent that
 enter into discussions with any Invited KPHL is found to have any liability to an Invited
Respondent who submits a Response (to the Respondent on whatever basis, KPHL’s liability is,
exclusion of any or all other Invited in all circumstances, capped at $1.00 to that
Respondents) at any time and upon any Invited Respondent.

ATTACHMENT 1
Form of Preconstruction
Services Agreement
23202962 Page 18 of 28
Preconstruction
Services Agreement
Build-to-Rent Development at Sylvia Park, Auckland

Kiwi Property Holdings Limited (Client)
[insert] (Construction Consultant)


20th Floor, Lumley Centre, 88 Shortland Street,

Auckland 1010
T +64 9 3539700 F +64 9 3539701
www.minterellison.co.nz
Contents
Details 1
Agreed terms 2
1. Defined terms and interpretation 2
1.1 Defined terms 2
1.2 Interpretation 6
1.3 Construction rule 7
2. Term 7
3. Representations and Appointment of Construction Consultant 7
3.1 Pre-contract representations 7
3.2 Construction Consultant’s further representations 7
3.3 Appointment and Reliance 7
4. Programming 7
4.1 Master Programme 7
4.2 Construction Consultant’s compliance with Master Programme 8
5. Parties’ Representatives 8
5.1 Client’s Representative 8
5.2 Modification of authorities 8
5.3 References 8
5.4 Delegation of authorities 8
5.5 Act on Directions 8
5.6 Construction Consultant’s Representative 8
5.7 Authority of the Construction Consultant 9
6. Personnel 9
6.1 General 9
6.2 Key Personnel 9
7. Subcontracting 10
7.1 Approval to Subcontract 10
7.2 Construction Consultant remains responsible and liable 10
8. [Deleted: previously Objectives] 10
9. Construction Consultant’s responsibilities 10
9.1 Responsibilities 10
9.2 Co-ordination and interaction 10
9.3 Review and Comment 11
9.4 Rectification of Preconstruction Services 11
9.5 Copies of Documents 12
9.6 Monthly reports 12
9.7 Compliance with Client’s Policies and Procedures 12
10. Health and Safety 12
10.1 General 12
10.2 Health and Safety Information 12
11. Client’s responsibilities 13
11.1 Information 13
11.2 Access 13
12. Variations to Preconstruction Services 13
12.1 Proposed changes 13
12.2 Effect and valuation of variations 13
12.3 Direction by Client 14
Preconstruction Services Agreement
MinterEllisonRuddWatts Page i
12.4 Absence of direction 14
12.5 Limitation on Claims 14
12.6 Other variations 15
12.7 Responsibility if a dispute 15
12.8 Reduction of scope 15
13. Fee for Preconstruction Services 15
13.1 Fee 15
13.2 Monthly invoices 16
13.3 Payment 16
13.4 Goods and services tax 17
14. Project meetings 17
14.1 Client’s Representative to inform 17
14.2 Nature of meetings 17
14.3 Construction Consultant’s representatives 17
15. Construction Consultant 17
15.1 Construction Consultant status 17
15.2 Basis of margin sum 18
15.3 Basis for calculation of preliminaries sum 18
16. Construction Contract 18
16.1 Draft Construction Contract and Draft P&G Specification agreed 18
16.2 Client may propose changes 19
17. Project requirements 19
17.1 Keep informed 19
17.2 Negotiate on specified Project Requirements 20
18. Tender Contract Price proposal 20
18.1 Tender Contract Price all inclusive 20
18.2 Submit proposal 20
18.3 Proposal to cover 20
18.4 Status of proposal 21
18.5 Process 21
18.6 Open Book Basis 21
19. Formation of contract 21
19.1 Acceptance of Tender Contract Price 21
19.2 Construction contract 22
19.3 Termination of this Agreement upon contract 22
20. Liability 22
20.1 Indemnity 22
20.2 Limit on Client’s liability 22
20.3 Excluded Loss 23
21. Insurance 23
22. Proprietary Material 23
22.1 Contract Material 23
22.2 Client’s Material 24
22.3 Responsibility 24
22.4 Pre-Existing Intellectual Property 24
22.5 Moral Rights 25
23. Severance, Suspension and Termination for Convenience 25
23.1 Notice of Severance, Suspension or Termination 25
23.2 Suspensions 25
23.3 Compensation on Suspension 26

MinterEllisonRuddWatts | Ref: 23205657 Page ii
24. Termination 26
24.1 Termination of Construction Consultant for default 26
24.2 Termination for convenience 27
24.3 Termination of Client for non-payment 27
24.4 Obligations on Termination 27
24.5 Limit on Claims 28
25. Disputes 28
25.1 Notice of dispute 28
25.2 Reference to senior representatives 29
25.3 Arbitration 29
25.4 Injunctive or urgent relief 29
25.5 Carry out obligations 29
26. Confidentiality 29
26.1 Confidentiality 29
26.2 No copying 30
26.3 Written undertakings 30
26.4 No announcements 30
26.5 Exception 30
27. Assignment 30
27.1 No assignment by Construction Consultant 30
27.2 Client may assign 30
27.3 Client limited right to novate 30
28. Notices 31
29. Miscellaneous 31
29.1 Legal costs 31
29.2 Amendment 31
29.3 Waiver and exercise of rights 31
29.4 Rights cumulative 31
29.5 Approvals and consent 32
29.6 Further assurance 32
29.7 Computation of time 32
29.8 Governing law and jurisdiction 32
29.9 Language 32
29.10 Counterparts 32
29.11 Entire understanding 32
29.12 Taxes and duties 32
29.13 Payment Not Acceptance 33
29.14 Survival 33
Schedule 1 : Reference Schedule 35

Schedule 2 : List of Briefing Material 39
Schedule 3 : Master Programme 40
Schedule 4 : Schedule of Preconstruction Services 41
Schedule 5 : Open book tender process for pricing of trade elements 45
Schedule 6 : Draft Construction Contract 47
Schedule 7 : Draft P&G Specification 48
Schedule 8 : Form of Deed of Novation 49

MinterEllisonRuddWatts | Ref: 23205657 Page iii
Details
Date
Parties
Name Kiwi Property Holdings Limited
Short name Client
Name [Insert]
Short name Construction Consultant
Background
A The Client has selected the Construction Consultant as its construction consultant for the Project.
B The Client wishes to engage the Construction Consultant to provide pre-construction services and
advice to the Client for the Project.
C The Client and the Construction Consultant wish to record the basis on which the Construction
Consultant will provide the pre-construction services and do so under this Agreement.
D The Client may award the Construction Contract to the Construction Consultant. This Agreement
provides the process that would apply in such circumstances.

MinterEllisonRuddWatts | Ref: 23205657 Page 1
Agreed terms
1. Defined terms and interpretation
1.1 Defined terms
In this Agreement:
Agreed Percentage means 60%.
Agreement means this Agreement, including all schedules and annexures.
Architect means the Client’s architect to the Project, being the person nominated in the
Reference Schedule or such other person the Client may appoint in substitution from time to time.
Authorisation means a statutory, regulatory or other consent or approval required prior to the
doing or performance of an act or thing.
Briefing Material means all of the documents, plans and specifications which generally describe
the Project, and which are identified in Schedule 2.
Business Day has the same definition as a Working Day in NZS 3910:2013.
Claim means any claim, action, demand, suit or proceeding (including by way of contribution or
indemnity) made:
(a) in connection with this Agreement, the Preconstruction Services or the Project; or
(b) for specific performance, restitution, payment of money (including damages), an extension
of time or any other form of relief,
and whether under contract, in tort (including negligence), under an indemnity, statute, at law or
otherwise.
Client’s Material means all documents, drawings, specifications, reports and other things of the
Client provided or produced by or on behalf of the Client in connection with the Project and held
by the Construction Consultant or to which the Construction Consultant has access or control
(including the Briefing Material).
Client’s Representative means the person so named in the Reference Schedule (as replaced
from time to time).
Commencement Date means the commencement date shown in the Master Programme.
Completion means practical completion as it may apply to the Works or any separable portion to
the Works, as more particularly defined in the Construction Contract.
Confidential Information means information that:
(a) is by its nature confidential;
(b) is marked as 'confidential', 'in confidence', 'restricted' or 'commercial in confidence';
(c) is provided by or on behalf of the Client 'in confidence';
(d) the Construction Consultant knows or ought to know is confidential; or
(e) is of a sensitive nature or is commercially sensitive to the Client.
Construction Consultant’s Business Insurances means the business insurances in place for
the Construction Consultant, as set out in the Reference Schedule.

Construction Consultant’s Representative means the person named in the Reference
Schedule, as may be changed or replaced from time to time in accordance with clause 5.6(c).
Construction Contract means the building contract that may be entered into between the
Construction Contractor and the Client for the Contract Works.
Construction Contractor means the main contractor engaged or to be engaged by the Client to
deliver the Works.
Contract Material means all material brought or required to be brought into existence as part of,
or for the purpose of, performing the Preconstruction Services and preparing the Deliverables
including, but not limited to, the Deliverables, documents, equipment, reports, technical
information, plans, charts, drawings, specifications, calculations, tables, schedules, data (stored
by any means) and books of account and operating records.
Contract Works or Works means all of the works necessary and required for the construction
and completion of the Project including in accordance with the Project Requirements.
Cost Consultant means the cost consultant or quantity surveyor appointed by the Client for the
Project, being the person nominated in the Reference Schedule or such other person the Client
may appoint in substitution from time to time.
Deliverables means the deliverables that the Construction Consultant must submit to the Client
under this Agreement, as described in the Schedule of Preconstruction Services.
Design Team means the team of Project Consultants that is responsible for the design of the
Project.
Direction means any agreement, approval, authorisation, certificate, decision, demand,

determination, explanation, instruction, notice, order, permission, rejection, request or requirement
which the Client may make, give or issue (or have made, given or issued on its behalf) under this
Agreement.
Dispute has the meaning ascribed to that term in clause 25.1(a).
Draft Construction Contract means the draft form of construction contract (including all
annexures and schedules thereto) annexed at Schedule 6.
Draft P&G Specification means the draft form of P&G Specification (including all annexures and
schedules thereto) annexed at Schedule 7.
Drawings has the same definition given to that term in NZS 3910:2013.
Excluded Loss means:
(a) abandonment costs;
(b) loss of fees, revenue, income or profit;
(c) loss or denial of business, contract or opportunity;
(d) loss of or damage to goodwill or reputation; and/or
(e) indirect or consequential loss.
Fee means the consideration payable by the Client to the Construction Consultant for performing
the Preconstruction Services and its other obligations under this Agreement, being the amount set
out in the Reference Schedule and as that amount may be adjusted under this Agreement.

Good Industry Practice means practices, procedures, methods, specifications and standards
followed when the Preconstruction Services are provided:
(a) with the degree of skill, care, diligence, prudence and foresight that would be reasonably
expected from a professional, reputable, experienced and prudent provider of services
similar to the Preconstruction Services under conditions comparable to those applicable to
the Project;
(b) in accordance with all Laws and Authorisations; and
(c) in accordance with all applicable Standards.
H&S Legislation means any legislation that regulates health and safety being, at the date of this
Agreement, the Health and Safety at Work Act 2015 and includes all approved codes of practice
under such legislation.
Intellectual Property means copyright, patents, registered designs, petty patents, utility models,
trade marks (including logos and trade dress), domain names, circuit layouts, rights in computer
software, models and databases, rights in inventions, know-how and business process and
methods, (in each case) whether registered or unregistered (including applications for the grant of
any of the foregoing) and all rights or forms of protection that are capable of intellectual property
protection under Laws, at law or other laws anywhere in the world.
Key Person Bond means the bonded amount specified in the Reference Schedule.
Key Personnel means the Construction Consultant’s personnel nominated in the Reference
Schedule or any replacement approved by the Client under clause 6.2 (and “Key Person” shall
be construed accordingly).
Laws includes Acts of Parliament and ordinances, regulations, by-laws, orders and proclamations
made or issued under any such Act or ordinance.
Master Programme means:
(a) the programme included in Schedule 3 setting out activities such as the timing for
provision of documentation, reviews, tendering, evaluation, construction, fitout and
commissioning and completion of the Project; and
(b) any amendments or updates to that programme from time to time.
Moral Rights has the meaning given under Part 4 of the Copyright Act 1994 and any
corresponding or similar rights granted under any other laws anywhere in the world.
New Zealand Building Code means the Building Code of New Zealand, as updated from time to
time, or any replacement or substitute of it.
Personnel means:
(a) the Construction Consultant’s officers, employees, servants and agents; and
(b) the officers, employees, servants and agents of any Subcontractor to the extent they are
involved in providing the Preconstruction Services.
Pre Contract Documents means those written presentations, submissions, proposals and
correspondence put forward by the Construction Consultant prior to the Commencement Date.
Preconstruction Services means those services to be performed by the Construction Consultant

under this Agreement, including:
(a) those services described in the Schedule of Preconstruction Services;

(b) preparing and submitting the Deliverables; and
(c) at all times during the Term, all other functions which are incidental to and or fall within the
general scope of the duties and obligations set out in this Agreement or which are
reasonably inferred or implied from this Agreement (including the Schedule of
Preconstruction Services),
and any changes or variations to those services arising from a Variation.
Project means the project generally described in the Reference Schedule and more particularly
shown in the Briefing Material (and includes all associated and incidental work), as may be
changed during the Term.
Project Consultants means any consultant engaged or to be engaged by the Client in respect of
the Project and notified to the Construction Consultant, and includes the Architect.
Project Manager means the project manager appointed by the Client for the Project, being the
person nominated in the Reference Schedule or such other person the Client may appoint in
substitution from time to time.
Project Requirements means all of the Client’s requirements for the Project as they are
developed up and adopted by the Client in the course of the Term and then, if applicable, carried
forward to constitute the scope of works for the purposes of the Construction Contract, and
includes the Drawings and Specifications to form part of the Construction Contract.
Reference Schedule means Schedule 1.
Relevant Authority means any statutory, regulatory or local authority having jurisdiction over the
Project.
Schedule of Preconstruction Services means Schedule 4.
Site means the site on which the Project is to be carried out.
Specifications has the same definition given to that term in NZS 3910:2013.
Standards means:
(a) relevant standards and/or codes specified in or reasonably inferred from this Agreement
or the Project Requirements; and
(b) where paragraph (a) does not apply, relevant standards and/or codes published by
Standards New Zealand or, where no applicable New Zealand standard exists, other
appropriate standards and/or codes.
Subcontract means a contract that the Construction Consultant has or will enter into with another
party to deliver a part of the Preconstruction Services, as approved by the Client under clause 7.1.
Subcontractor means the person engaged or to be engaged by the Construction Consultant

under a Subcontract.
Tender Contract Price means the lump sum price (with (unless otherwise agreed to by the
Client) not less than the Agreed Percentage of the price being fixed, and with the price of the To
be Fixed items also fixed) offered by the Construction Consultant as the contract price to apply
under the Construction Contract, under clause 18.3.
Term has the meaning ascribed to it in clause 2.
To Be Fixed items means those parts of the Contract Works identified in the Reference
Schedule.

Variation means a variation (or change) to the scope of the Preconstruction Services.
Wilful Misconduct means any breach, act or omission done or omitted to be done with deliberate
or reckless disregard for the rights or welfare of those who are or may be thereby affected.
1.2 Interpretation
In this Agreement, unless expressed to the contrary:
(a) headings are for convenience only and do not affect the interpretation of this Agreement;
(b) words importing:
(i) the singular include the plural and vice versa; and
(ii) any gender includes the other gender;
(c) if a word or phrase is defined the same words and phrases have corresponding
definitions;
(d) a reference to:
(i) a person includes a firm, unincorporated association, corporation and a

government or statutory body or authority;
(ii) a person includes its legal personal representatives, successors and assigns;
(iii) a statute, ordinance, code or other law includes regulations and other statutory
instruments under it and consolidations, amendments, re-enactments or
replacements of any of them;
(iv) a party, clause, annexure, appendix, exhibit or schedule are references to parties,
clauses, annexures, appendices, exhibits or schedules of or to (as the case may
be) this Agreement;
(v) a right includes a benefit, remedy, discretion, authority or power;
(vi) an obligation includes a warranty or representation and a reference to a failure to

observe or perform an obligation includes a breach of warranty or representation;
(vii) “$” or “dollars” is a reference to the lawful currency of New Zealand;
(viii) this or any other document includes the document as varied or replaced and
despite any change in the identity of the parties; and
(ix) any thing (including, without limitation, any amount) is a reference to the whole or
any part of it and a reference to a group of things or persons is a reference to any
one or more of them;
(e) term means and includes any period of extension or renewal of this Agreement;
(f) the term “including” means “including, without limiting the generality of the foregoing”; and
(g) a reference to a body, other than a party to this Agreement (including an institute,
association or authority), whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,
is a reference to the body which replaces it or which substantially succeeds to its powers
or functions.

1.3 Construction rule
This Agreement will not be construed to the disadvantage of the Client on the basis that the Client
put it forward.
2. Term
This Agreement commences on the Commencement Date and expires on the date that this
Agreement terminates pursuant to:
(a) clause 19.3;
(b) clause 23.1(a)(ii);
(c) clause 23.2(c); or
(d) clause 24,
(the Term).
3. Representations and Appointment of Construction Consultant

3.1 Pre-contract representations
The Construction Consultant repeats and reaffirms to the Client the statements and
representations it made to the Client in respect of the Project prior to the parties entering into this
Agreement, including the representations made in the Pre Contract Documents.
3.2 Construction Consultant’s further representations

The Construction Consultant further represents and warrants that the Construction Consultant has
the requisite skill, judgement, ability, capacity and experience necessary to perform the
Preconstruction Services under this Agreement and that Good Industry Practice will be exercised
in carrying out the Preconstruction Services.
3.3 Appointment and Reliance

The Construction Consultant acknowledges that the Client has appointed the Construction
Consultant, and entered into this Agreement, in reliance upon the Construction Consultant’s
representations in clauses 3.1 and 3.2.
4. Programming
4.1 Master Programme
The parties acknowledge and agree that:
(a) the Master Programme, as at the Commencement Date, is contained in Schedule 3;
(b) all dates, including key milestone dates, and timeframes that appear in the Master
Programme are indicative only and are subject to change; and
(c) the Master Programme may be amended by the Client (such amendments not to be
unreasonable) from time to time by written notice to the Construction Consultant. The
Client is not required to amend the Master Programme to account for or to accommodate
any breach, negligence or act or omission of the Construction Consultant or any of its
Personnel.

4.2 Construction Consultant’s compliance with Master Programme
The Construction Consultant agrees that it must, in performing the Preconstruction Services,
comply with the Master Programme at all times, including any amendment to the Master
Programme.
5. Parties’ Representatives
5.1 Client’s Representative
(a) The Client’s Representative is the Client’s appointed representative and manager for the
Project. The Client’s Representative will, for the Client, issue all Directions to the
Construction Consultant.
(b) The Construction Consultant must not act on any Direction from any party including any
other representative or employee of the Client unless it is given by the Client’s
Representative, or his or her delegate under clause 5.4.
5.2 Modification of authorities

The Client may on notice in writing to the Construction Consultant given at any time notify the
Construction Consultant of any withdrawal or amendment or change to the delegated and other
authorities enjoyed by the Client’s Representative under this clause 5.
5.3 References
All references in this Agreement to the Client, either doing something or something being done for
the Client, shall (other than in relation to appointment and/or the authorities of the Client’s
Representative), be read as if a reference to “the Client’s Representative on behalf of and for the
Client”.
5.4 Delegation of authorities

(a) The Client’s Representative may further delegate any of his or her authorities under this
Agreement to the Project Manager, by notice in writing to the Project Manager and the
Construction Consultant. Such delegated authorities may be subject to withdrawal or
amendment or change by the Client or the Client’s Representative by further notice in
writing to the Project Manager and the Construction Consultant.
(b) Where the Client’s Representative has delegated any of his or her authorities to the
Project Manager, to the extent a provision in this Agreement requires the Construction
Consultant to notify, confirm, advise, or provide any other communication to the Client, it
must simultaneously provide a copy to the Project Manager.
5.5 Act on Directions

The Construction Consultant must comply with the Directions of the Client’s Representative,
including Directions comprising changes or variations to the Preconstruction Services. Where the
Construction Consultant considers the Direction constitutes a Variation, the Construction
Consultant must comply with clause 12.6(a).
5.6 Construction Consultant’s Representative

(a) The Construction Consultant appoints the Construction Consultant’s Representative to act
for and on behalf of the Construction Consultant in relation to this Agreement.
(b) Any Direction given to the Construction Consultant’s Representative will be taken to be
given to the Construction Consultant.

(c) The Construction Consultant agrees that it must not, without the Client’s consent, change
or replace the Construction Consultant’s Representative. If the Construction Consultant’s
Representative is a Key Person, then this clause 5.6(c) is subject always to clause 6.2.
5.7 Authority of the Construction Consultant

(a) This Agreement must not be construed, and the performance of the Preconstruction
Services must not be regarded, as authorising the Construction Consultant nor any of its
Personnel to act as the Client’s agent for any purpose unless the Client, by written notice
to the Construction Consultant, expressly authorises the Construction Consultant to do
any act, matter or thing for and on behalf of the Client.
(b) The Construction Consultant has no authority to enter into any contracts, commitments or
other legal documents or arrangements in the name of or on behalf of the Client or to take
any act or step to bind or commit the Client. The Construction Consultant must not hold
itself out as in any way having the power or authority to bind or commit the Client.
(c) The Construction Consultant and the Construction Consultant’s Personnel are not, under
this Agreement or in the carrying out of the Preconstruction Services, in the service or
employment of the Client for any purpose and the Construction Consultant is responsible
for all matters required as employer or otherwise for each of its Personnel.
6. Personnel
6.1 General
(a) The Construction Consultant must provide all necessary on-site and off-site personnel to
effectively meet its obligations under this Agreement throughout the Term, and such
personnel shall be competent and with appropriate professional qualifications.
(b) The Construction Consultant must ensure that the Construction Consultant has a sufficient
full time presence in Auckland for the delivery of the Preconstruction Services.
6.2 Key Personnel

(a) The Construction Consultant must ensure that the Key Personnel are engaged to
undertake the Preconstruction Services in their nominated roles and for the nominated
periods (being the periods tendered or otherwise advised by the Construction Consultant
prior to the Commencement Date).
(b) The Construction Consultant may only replace a Key Person:
(i) if the Client directs the substitution of the Key Person under clause 6.2(d);
(ii) where the Construction Consultant proposes such replacement as being, in the
particular circumstances, best for the Project and the Client agrees with the
proposal and consents to the replacement (at its entire discretion);
(iii) if the Key Person dies or suffers from ill health or some serious domestic problem;
or
(iv) if the Key Person retires or permanently resigns from the employment of the
Construction Consultant.
(c) If a Key Person is unable to undertake the Preconstruction Services due to the
circumstances described in clauses 6.2(b)(iii) or 6.2(b)(iv), or a Key Person is proposed to
be replaced by the Construction Consultant under clause 6.2(b)(ii), the Construction

Consultant must notify the Client immediately, including the proposed replacement. The
proposed replacement must be:
(i) of no lesser skill, experience and expertise to the person he or she is replacing;
(ii) available to immediately commence undertaking the relevant Preconstruction

Services in the relevant nominated roles and for the remaining nominated periods;
(iii) acceptable to the Client (at its entire discretion); and
(iv) provided at no additional charge.
(d) The Client may, at its entire discretion, give notice requiring the Construction Consultant to
remove any of the Construction Consultant’s personnel (including a Key Person) from
work in respect of the Preconstruction Services. The Construction Consultant is to
promptly arrange for the removal of that person and their replacement with a person
acceptable to the Client and, where the person is a Key Person, in accordance with clause
6.2(c).
(e) Any replacement of a Key Person in accordance with this clause 6.2 does not relieve the
Construction Consultant of any of its responsibilities under this Agreement.
7. Subcontracting
7.1 Approval to Subcontract
The Construction Consultant may not subcontract any part of the Preconstruction Services
without the written consent of the Client.
7.2 Construction Consultant remains responsible and liable

Any subcontracting of any part of the Preconstruction Services does not relieve the Construction
Consultant from any of its liabilities or obligations under this Agreement. The Construction
Consultant will be liable to the Client for the acts, defaults and neglects of any Subcontractor or
any officer, employee, servant or agent of the Subcontractor as fully as if they were the acts,
defaults or neglects of the Construction Consultant.
8. [Deleted: previously Objectives]
9. Construction Consultant’s responsibilities

9.1 Responsibilities
The Construction Consultant must, in a timely and expeditious manner and in accordance with
Good Industry Practice, perform the Preconstruction Services.
9.2 Co-ordination and interaction

The Construction Consultant must:
(a) co-ordinate the performance of the Preconstruction Services with those services of the
Project Consultants;
(b) attend and participate as required by the Client in Design Team and other meetings with
the Client and the Project Consultants (including those set out in the Schedule of
Preconstruction Services); and
(c) provide information and report to the Client, in writing if required, in relation to any aspect
of the Preconstruction Services.

9.3 Review and Comment
(a) The Client may review, comment or make recommendations in relation to the
Preconstruction Services, the Deliverables, any Contract Material and any other matter
arising under or in relation to this Agreement.
(b) If the Client has made any comment or recommendation in relation to any Deliverable or
any other Contract Material, the Client may, acting reasonably, also require that the
Construction Consultant re-submit the Deliverable or the other Contract Material to the
Client incorporating that comment or recommendation. The Construction Consultant must
comply with the Client’s direction within 5 Business Days and clause 9.3(a) shall thereon
re-apply.
(c) The Construction Consultant’s responsibilities in connection with the Preconstruction

Services, the Deliverables or other Contract Material and this Agreement are not relieved,
reduced or altered by any review, comment or recommendation (or any failure to so do so)
by the Client or its representatives.
(d) The Client does not assume any duty or obligation in respect of any review, comment,
recommendation, approval or acceptance under this Agreement (or any failure to do so).
9.4 Rectification of Preconstruction Services

(a) If the Client, acting reasonably, considers that the Preconstruction Services (including the
Deliverables), or any part, fail to comply with this Agreement, then the Client may direct
the Construction Consultant to rectify the non-compliance and may specify reasonable
times within which the Construction Consultant must rectify the non-compliance.
(b) The Construction Consultant must, at its own cost:
(i) rectify the relevant non-compliance, including within the timeframe required by the
Client; and
(ii) provide the Client with such information as the Client requires, acting reasonably,
about the progress of the rectification and to confirm that the relevant non-
compliance has been so rectified.
(c) Without limiting the Client’s other rights under this Agreement, and the Construction
Consultant’s other liabilities, where the Construction Consultant fails to comply with the
Client’s direction under clause 9.4(a), the Client may have the relevant services performed
by another party at the Construction Consultant’s cost.
(d) Where the Client gives a direction under clause 9.4(a) and the Construction Consultant
considers the Client is incorrect in its view that the Preconstruction Services (including the
Deliverables), or any part, have failed to comply with this Agreement, then the
Construction Consultant must still comply with the direction but without prejudice to its
rights under clause 25.

9.5 Copies of Documents
The Construction Consultant shall, in respect of the documentation it is required to prepare,
prepare and deliver those documents in electronic format. The format for such documentation
shall be as set out in the Reference Schedule.
9.6 Monthly reports

The Construction Consultant is to provide a monthly report in the form and on the matters as the
Client may reasonably require from time to time including:
(a) noting any key issues, risks, or decisions required or outstanding, as at the date of the
report and for the period until the due date for the next report;
(b) providing an update and reconciliation of the performance of the Preconstruction Services
against the Master Programme;
(c) advising of any issues that the Construction Consultant has become aware of relating to
health and safety or the environment; and
(d) an update on the status of the Deliverables.
9.7 Compliance with Client’s Policies and Procedures

The Construction Consultant must comply, and ensure that each of its Personnel comply with, the
Client’s policies and procedures applicable to the Project and notified to the Construction
Consultant from time to time.
10. Health and Safety

10.1 General
(a) The Construction Consultant must:
(i) comply with the H&S Legislation and any other applicable Laws relating to health
and safety; and
(ii) co-operate, consult and co-ordinate activities with the Client and any PCBU who
has a duty under the H&S Legislation, in relation to the work carried out in
connection with this Agreement, at the Site or in relation to the Project, to ensure
each party can comply with its duties under the H&S Legislation. “PCBU” has the
meaning set out in the H&S Legislation.
10.2 Health and Safety Information

(a) Without limiting clause 10.1(a), the Construction Consultant must give the Client all
information that the Construction Consultant or its Personnel are required, under the H&S
Legislation, to give the Client in relation to the Preconstruction Services, the Main Works
or this Agreement (Health and Safety Information).
(b) The Construction Consultant must ensure that:
(i) it gives all relevant Health and Safety Information to each Subcontractor and any
Person it is required to give the information under the H&S Legislation; and
(ii) if applicable, it gives any design-related Health and Safety Information to any
Person who gives effect to a design of the Construction Consultant and that when
giving any such information to a Subcontractor it will require the Subcontractor to
do the same.

(c) Promptly upon request or the Construction Consultant becoming aware that the Health
and Safety Information has become materially inaccurate or incomplete, the Construction
Consultant must give updated Health and Safety Information.
11. Client’s responsibilities

11.1 Information
(a) Upon written request by the Construction Consultant, the Client shall use its reasonable
endeavours to provide to the Construction Consultant within a reasonable time of that
request such information as the Construction Consultant may reasonably require for the
performance of the Preconstruction Services, provided that such information is in the
possession or reasonable control of the Client.
(b) Any failure by the Client to provide the information requested by the Construction
Consultant shall not relieve the Construction Consultant from its obligations under this
Agreement, except that the Construction Consultant shall be entitled to proceed on the
basis of the information which has been made available.
(c) The Construction Consultant acknowledges that the Client’s obligations under this clause
are subject to any limitations or restrictions imposed upon or applicable to the Client in
respect of the dissemination or disclosure of information.
11.2 Access
(a) The Client shall, after the Commencement Date, provide the Construction Consultant with
access to the Site, and arrange access to any other property within the Client’s control, as
reasonably requested by the Construction Consultant from time to time which may be
necessary for the Construction Consultant to perform the Preconstruction Services.
(b) The Construction Consultant must comply with the access requirements of the Client,
including any property restrictions advised or notified by or for the Client to the
Construction Consultant at any time.
12. Variations to Preconstruction Services

12.1 Proposed changes
The Client may notify the Construction Consultant in writing of any proposal to vary the
Preconstruction Services.
12.2 Effect and valuation of variations

Within 5 Business Days (or such longer period as agreed between the Client and the Construction
Consultant) after receipt of the notification under clause 12.1, the Construction Consultant must
advise the Client in writing of:
(a) the effect (if any) the proposed Variation will have on the Preconstruction Services and the
dates for Completion and any other key dates and the Master Programme;
(b) an estimate of the period of any delay (including any delay which may be caused by the
need to obtain any Authorisation);
(c) having regard to the hourly rates in the Reference Schedule, any cost that the
Construction Consultant will reasonably and properly incur and seek to claim from the
Client if it was to perform the proposed Variation (with reasonable details of those costs);

(d) the possibility of accelerating the performance of the Preconstruction Services to avoid
any delay to the Works or the works or services being performed by others; and
(e) any other effects that the Construction Consultant considers may or will result from the
proposed Variation.
12.3 Direction by Client

Following receipt of the information in clause 12.2, the Client within 10 Business Days may:
(a) direct the Construction Consultant to carry out the proposed Variation on the terms set out
in the Construction Consultant’s notice under clause 12.2 or those other terms agreed
between the Client and the Construction Consultant;
(b) advise the Construction Consultant not to proceed with the proposed Variation; or
(c) direct the Construction Consultant to carry out the proposed Variation on the terms set out
in the Construction Consultant’s notice under clause 12.2 other than as to the party costs
that the Construction Consultant has proposed, and the Construction Consultant must
proceed to carry out the proposed Variation, and the Construction Consultant’s entitlement
to be paid for the proposed Variation shall be determined as follows:
(i) in giving the direction to the Construction Consultant to carry out the proposed
Variation, the Client shall also advise the Construction Consultant in writing of the
Client’s assessment (acting reasonably and having regard to the hourly rates in
the Reference Schedule) of the reasonable and proper costs for carrying out the
varied Preconstruction Services as they relate to the proposed Variation. The
parties shall then endeavour to reach agreement on those costs within 5 Business
Days of receipt by the Construction Consultant of the direction (or such longer
period as may be agreed between the Client and the Construction Consultant);
and
(ii) in the event that the parties have not agreed to those costs within such timeframe,
either party may at any time thereafter and before a price has been agreed, refer
the dispute in accordance with clause 25.
12.4 Absence of direction

In the absence of a direction under clause 12.3 to carry out a Variation, the Construction
Consultant must not carry out a Variation and is not entitled to make any Claim for carrying out a
Variation nor for any preliminary or pricing work in respect of that Variation or any proposed
Variation.
12.5 Limitation on Claims

The Construction Consultant acknowledges and agrees that, where the Construction Consultant
has been directed to carry out a Variation to the Preconstruction Services it is:
(a) only entitled to be paid those costs agreed or otherwise determined pursuant to clause
12.3 and provided that they have been reasonably and properly incurred by the
Construction Consultant; and
(b) not entitled to make any other Claim for payment in respect of that Variation.
The Construction Consultant further agrees that it is not entitled to be paid any amount in relation
to a Variation to the extent the Variation arises out of a breach, negligence or wrongful act or
omission on the part of the Construction Consultant or any of its Personnel.

12.6 Other variations
(a) If the Construction Consultant considers that:
(i) a Direction from the Client is a Variation, but the Client has not issued a request
under clause 12.1, the Construction Consultant must within 5 Business Days of
the Direction, and in any event prior to acting on it, give notice in writing to the
Client that it considers the Direction to be a Variation; or
(ii) any other matter or thing is or may constitute a Variation, the Construction
Consultant must within 5 Business Days of the Construction Consultant becoming
aware of such matter or thing give notice in writing to the Client that it considers
the matter or thing to be a Variation.
(b) Within a further 2 Business Days of the notice given under clause 12.6(a), the
Construction Consultant must give the advice required by clause 12.2 to the Client. If the
Client:
(i) agrees that the Direction or other matter or thing is a Variation, the Client may
respond in accordance with clause 12.3, and clause 12.3 shall apply accordingly;
or
(ii) disagrees that the Direction or other matter or thing is a Variation, the Client must
advise the Construction Consultant accordingly and clause 12.7 shall thereon
apply.
12.7 Responsibility if a dispute

Where the Construction Consultant and the Client are in dispute over whether or not:
(a) a Direction is a Variation and the Client restates the Direction, the Construction Consultant
must, nevertheless, comply with that Direction and this Agreement but without prejudice to
its rights under clause 25; or
(b) the other matter or thing is a Variation, the Construction Consultant may refer the matter
for resolution in accordance with clause 25.
12.8 Reduction of scope

(a) The Client may, at its entire discretion, reduce the scope of the Project and/or the scope of
the Preconstruction Services, and may engage another party to undertake any such works
or services so removed from the scope.
(b) Without limiting clause 12.8(c), the Construction Consultant acknowledges and agrees
that the exercise of the Client’s rights under clause 12.8(a) shall not give rise to any
entitlement in the Construction Consultant to make any Claim against the Client.
(c) The effects of the Client’s actions under clause 12.8(a) on the Preconstruction Services
shall be treated as a Variation and the Fee shall be adjusted by a reasonable amount
having regard to the scope of the Project or the Preconstruction Services so removed.
13. Fee for Preconstruction Services

13.1 Fee
(a) In consideration of the Construction Consultant performing the Preconstruction Services
and its other obligations under this Agreement, the Client must pay to the Construction
Consultant the Fee.

(b) The Fee is a fixed, all inclusive, amount and is deemed to fully compensate the
Construction Consultant for performing the Preconstruction Services and all of its other
obligations under this Agreement. The Fee shall not adjust except for Variations.
(c) The Fee is payable progressively over the Term in accordance with the remaining
provisions of this clause 13.
13.2 Monthly invoices

(a) Subject to this clause 13.2, the Construction Consultant is to prepare and submit to the
Client for its approval, monthly payment invoices for amounts payable under this
Agreement on account of the Fee.
(b) Each monthly payment invoice must include details of:
(i) the amount being claimed by the Construction Consultant on account of the Fee;
(ii) in relation to any amount being claimed for:
(A) Deliverables, the amount being claimed for those Deliverables;
(B) shop and engineering drawings (if applicable), the amount being claimed
by the Construction Consultant for those drawings;
(iii) any amounts payable for Variations;
(iv) the amount paid or payable for the Preconstruction Services at the date of the
previous claim;
(v) the Deliverables submitted to the Client since the Construction Consultant’s last
monthly claim; and
(vi) such other details as the Client may reasonably require,

unless and to the extent the Client otherwise advises the Consultant from time to time that
such information or detail is not required in the invoice.
(c) The Construction Consultant is only entitled to submit one invoice in each calendar month.
The Construction Consultant must, when preparing and submitting each monthly payment
invoice for the Fee under this clause 13.2, have proper regard:
(i) the Preconstruction Services that have been performed since the last monthly
invoice; and
(ii) the Preconstruction Services that remain to be performed,
with the requirement that the monthly invoice shall reflect the proportionate amount of the
Fee proportionate to the progress of the Preconstruction Services.
(d) The Consultant is to provide to the Client all supporting documentation as the Client may
require in order to check the accuracy of the invoices.
(e) If an invoice is provided after the Construction Consultant’s engagement is terminated, the
invoice must show all amounts to which the Construction Consultant considers it is entitled
under this Agreement.
13.3 Payment
(a) The Client shall pay the amount accepted by the Client on the 20th of the Month following
the Month of receipt by the Client of a valid GST Invoice from the Construction Consultant,
unless any amount is disputed by the Client in which case the Client must pay the amount,

if any, not in dispute. Once that dispute has been resolved, the Client must pay the
determined amount (if any) within 20 Working Days.
(b) The Client is entitled to deduct or set off from any monies payable to the Construction
Consultant under this Agreement, any money payable by the Construction Consultant to
the Client under this Agreement.
13.4 Goods and services tax

The Fee and any hourly rates in the Reference Schedule are exclusive of GST and the Client is to
pay any GST payable to the Construction Consultant, on each instalment of the Fee paid to the
Construction Consultant, subject to receipt of a tax invoice (as defined in the Goods and Services
Tax Act 1985).
14. Project meetings

14.1 Client’s Representative to inform
The Client must advise the Construction Consultant of those meetings at which the Construction
Consultant is required to be represented on a regular basis or is required to attend from time to
time.
14.2 Nature of meetings

(a) It is envisaged that, as a minimum, regular meetings will be held in Auckland for the
following purposes for the Project, at which the Construction Consultant must provide the
Construction Consultant’s Representative (or nominee) and such other attendees as are
reasonably required having regard to the nature and importance of the meeting:
(i) Design, and design co-ordination, and Safety-in-Design;
(ii) Costs, and project cost reviews;
(iii) Programming;
(iv) Risk, and risk workshops; and
(v) Deliverables review meetings.
(b) In addition, the Construction Consultant must provide a representative to attend all Project
meetings.
14.3 Construction Consultant’s representatives

The Construction Consultant must ensure that, at every meeting:
(a) those Key Persons who have an interest in the matter or matters to be discussed during
that meeting, attend that meeting; and
(b) at least one of its representatives at the meeting has the authority to make decisions on
behalf of the Construction Consultant.
15. Construction Consultant

15.1 Construction Consultant status
With prejudice to clauses 23 and 24, and subject to:
(a) satisfactory performance by the Construction Consultant of its obligations under this
Agreement to the reasonable satisfaction of the Client;

(b) the Tender Contract Price proposal under clause 18 being satisfactory to the Client;
(c) the construction programme being satisfactory to the Client;
(d) any permitted amendments proposed by the Construction Consultant to the terms and
conditions of the Draft Construction Contract and Draft P&G Specification being
acceptable to the Client;
(e) resource consent being granted for the Project (if required) and all consenting conditions
(whether resource consent or any other consent) for the Project being acceptable to the
Client; and
(f) the approval or ratification by the board of the Client being given or obtained as required,
in each case at the Client’s entire discretion, it is intended that the Construction Consultant will be
awarded the Construction Contract to construct and complete the Contract Works at the price,
and on the terms and conditions, to be more particularly described and set out in the Construction
Contract.
15.2 Basis of margin sum

(a) The Client and the Construction Consultant acknowledge and agree that the formula to
apply to the fixing of the Construction Consultant’s margin to be inserted in the
Construction Contract (if the Construction Consultant is awarded the Construction
Contract) is the relevant percentage nominated in the Reference Schedule of the sum on
the net construction sum (under clause 18.3(b)(i)), the provisional sum items (under
clause 18.3(b)(iii)), the preliminaries sum (under clause 18.3(b)(iv)). The margin sum is for
the Construction Consultant’s offsite overhead and profit.
(b) The Construction Consultant acknowledges that neither the preliminaries sum nor the
margin sum will adjust under the Construction Contract in relation to the provisional sum
items, despite the cost to the Construction Consultant (as Construction Contractor) of
delivery those items.
15.3 Basis for calculation of preliminaries sum

(a) The Client and the Construction Consultant acknowledge and agree that the preliminaries
sum to be inserted in the Construction Contract for the preliminaries items set out in the
Reference Schedule, is the relevant sum nominated in the Reference Schedule, as may
be adjusted as set out in this clause 15.3.
(b) Where the scope of the work and/or the construction period that the preliminaries sum has
been based on changes, the Client accepts that there may be a reasonable change to the
preliminaries sum.
(c) The preliminaries sum may be adjusted by the Contractor at the time of submission of the
Tender Contract Price for any change in scope of the work and construction period,
relative to and proportionate to the change from the scope of the works and the proposed
construction period as at the date of this Agreement, but shall otherwise be the maximum
amount included in any Tender Contract Price for the preliminaries items.
16. Construction Contract

16.1 Draft Construction Contract and Draft P&G Specification agreed
(a) The Draft Construction Contract and Draft P&G Specification agreed between the parties
as at the date of this Agreement are attached as Schedules 6 and 7 respectively

(b) The Draft Construction Contract and Draft P&G Specification shall apply to the parties in
circumstances where the Client awards the Construction Contract to the Construction
Consultant, unless otherwise further agreed between the parties.
(c) The Construction Consultant is not entitled to seek any amendments to the Draft
Construction Contract and Draft P&G Specification, except with the prior written consent
of the Client (which may be withheld at its absolute discretion).
16.2 Client may propose changes

(a) The Client may, at any time and from time to time and at its entire discretion, require
changes to the Draft Construction Contract and Draft P&G Specification (Contract
Change Notice).
(b) The Client acknowledges and agrees that, in respect of any changes to the Draft
Construction Contract and Draft P&G Specification that it requires, the Construction
Consultant will be entitled to adjust (where the following are in existence):
(i) the Tender Contract Price included in a Tender Contract Price proposal; and/or
(ii) the construction programme developed by the Construction Consultant for the
Project,
to properly and reasonably account for the changes required under a Contract Change
Notice.
(c) The Construction Consultant must, by no later than 5 Business Days after receiving a
Contract Change Notice, notify the Client in writing of its proposed adjustments together
with all necessary information that justifies to the Client why those adjustments are:
(i) directly attributable to the changes required under the Contract Change Notice;
and
(ii) reasonably necessary so as to properly and reasonably account for the changes
required under the Contract Change Notice.
(d) The Construction Consultant must enter into negotiations with the Client in relation to the
changes required under a Contract Change Notice. Where the parties agree on a new
Tender Contract Price or construction programme following any such negotiations, the
Construction Consultant must reissue the new Tender Contract Price or construction
programme, as the case may be, in agreed form for the Client’s approval. A Tender
Contract Price or construction programme that has been reissued under this clause 16.2
and approved in writing by the Client will be the new Tender Contract Price or construction
programme under this Agreement.
17. Project requirements

17.1 Keep informed
(a) The Construction Consultant is required to keep itself informed and abreast of all
developments to the Project Requirements from time to time.
(b) The Construction Consultant must notify the Client’s Representative immediately upon the
Construction Consultant becoming aware of any:
(i) discrepancies, inconsistencies, ambiguities, errors, omissions and coordination

issues with and between the documentation forming part of the Project
Requirements;

(ii) aspects of the Project Requirements or Client’s Material that would the potential to
impact upon the ability of the Construction Consultant (as Construction Contractor)
to deliver the Works and meet its other obligations under the Construction
Contract; and
(iii) other issue such as a time or cost implication which may exist.
17.2 Negotiate on specified Project Requirements

The Client must, as part of the process for negotiation of the contract price to be inserted in the
Construction Contract, advise the Construction Consultant of the Project Requirements upon
which the Construction Consultant is required to base its Tender Contract Price.
18. Tender Contract Price proposal

18.1 Tender Contract Price all inclusive
(a) The parties acknowledge and agree that any Tender Contract Price by the Construction
Consultant included in a Tender Contract Price proposal (including under this clause 18)
must include all direct and indirect costs, taxes (other than GST), margins, overheads, risk
amounts and other contingencies for the Construction Consultant (as Construction
Contractor) to deliver the Works and comply with all of its other obligations under the
Construction Contract.
(b) The Construction Consultant acknowledges clause 19.1(a).
18.2 Submit proposal

The Construction Consultant is to provide a Tender Contract Price proposal to the Client on the
date specified in the Master Programme (or such later date as the Client may agree with the
Contractor).
18.3 Proposal to cover

The Tender Contract Price proposal must:
(a) fully reflect:
(i) the Project Requirements;
(ii) the construction programme developed by the Construction Consultant; and
(iii) the provisions of the Construction Contract,
in each case as existing or agreed to by the parties (as applicable) at that time;
(b) include a Tender Contract Price that includes fixed price elements for all of the To Be
Fixed items and otherwise at least the Agreed Percentage of the value of the Contract
Works, broken down in to the following elements:
(i) construction sum with a full breakdown of all trade packages and other contract
works (priced on an open book basis in accordance with the processes set out in
Schedule 5) for the Agreed Percentage and for the To Be Fixed items, together
with a schedule of rates for the labour and Materials derived from each of those
elements that are fixed price;
(ii) detailed breakdown of risks and other contingencies;
(iii) agreed provisional sum items (including for those parts of the works not being
fixed price), with a detailed breakdown of all such items;

(iv) preliminaries sum in accordance with clause 15.3;
(v) margin sum in accordance with clause 15.2; and
(vi) such other information as the Client may reasonably require.
(c) include written confirmation of availability of performance bonding for the Construction
Consultant’s obligations under the Draft Construction Contract in the agreed form and
from a surety acceptable to the Client;
(d) include a construction programme that is, in all material respects, consistent with the
Master Programme;
(e) if required by the Client, include an indicative cash flow; and
(f) be in such form that may be required by the Client.
18.4 Status of proposal

The Tender Contract Price proposal must remain open for acceptance by the Client for at least
three months from the date it is made, or until a substitute Tender Contract Price proposal is
provided at a more favourable contract price on the same terms or better (to the Client) as the
proposal it substitutes for. Any negotiations of a Tender Contract Price proposal provided by the
Construction Consultant do not constitute rejection by the Client of that Tender Contract Price
proposal.
18.5 Process
The generation of Tender Contract Price proposals is to run concurrently with the performance by
the Client and the Construction Consultant of their respective other obligations under this
Agreement, it being intended that the Tender Contract Price proposal(s) so derived will benefit
from the iterative process and input from the Preconstruction Services and the close interaction
between Construction Consultant and the Client (and their respective consultants, including the
Project Consultants) contemplated by this Agreement.
18.6 Open Book Basis

The Construction Consultant must ensure that, at all times during the Term, the Client has open
book and full access to all documentation and pricing information:
(a) held by the Construction Consultant; or
(b) which the Construction Consultant has access to in accordance with the arrangements
with its subcontractors and supply chain,
in order for the Client to assess any information submitted by the Construction Consultant to the
Client, including under this clause 18.
19. Formation of contract

19.1 Acceptance of Tender Contract Price
(a) Without limiting the Client’s other rights and discretions under this Agreement, and unless
otherwise determined by the Client, the Construction Consultant acknowledges that it is
the intent of the Client not to award a Construction Contract unless and until all of the To
Be Fixed items and otherwise at least the Agreed Percentage of the value of the Contract
Works have been priced and agreed on a fixed price basis.
(b) The Client may, by notice in writing to the Construction Consultant, accept any Tender
Contract Price proposal received from the Construction Consultant within three months (or

such longer period of time as the Client and the Construction Consultant may agree) of
receipt by the Client of the Construction Consultant’s proposal under clause 18.
(c) If the Tender Contract Price proposal is acceptable to the Client and:
(i) the parties have agreed all other documents comprising the Construction Contract;
(ii) the Client’s board has approved the Client entering into the Construction Contract,
and
(iii) the remaining conditions in clause 15.1 have been satisfied or waived by the
Client (at its entire discretion),
the Client will notify the Construction Consultant that it is awarded the Construction
Contract.
(d) Upon award the Construction Consultant shall be bound to the Draft Construction Contract
and Draft P&G Specification (as may be amended as agreed between the parties during
the Term) at the Tender Contract Price as accepted.
19.2 Construction contract

As soon as practicable upon award of the Construction Contract to the Construction Consultant (if
applicable), an execution set of the Construction Contract must be collated by the Client’s
solicitors with all necessary annexures and schedules duly completed and submitted to the
Construction Consultant for execution.
19.3 Termination of this Agreement upon contract

Upon a Construction Contract being awarded to the Construction Consultant (if applicable), and
becoming fully effective in accordance with its terms, this Agreement shall cease to continue to
apply (and the Term shall expire), and the provisions of the Construction Contract shall apply in
accordance with its terms.
20. Liability
20.1 Indemnity
Except to the extent not permissible by Law, the Construction Consultant indemnifies the Client in
respect of all Claims, costs, losses, expenses and damages whatsoever which are:
(a) made or brought against the Client; or
(b) suffered or incurred by the Client,
to the extent arising out of or in connection with:
(c) any failure of the Construction Consultant to comply with or perform its obligations under
this Agreement; or
(d) any wrongful act or omission, Wilful Misconduct, or negligence on the part of the
Construction Consultant or any of its Personnel.
20.2 Limit on Client’s liability

Notwithstanding any other provision of this Agreement, the maximum amount for which the Client
is liable to the Construction Consultant in respect of any and all Claims is limited in aggregate to
the sum referred to in the Reference Schedule.

20.3 Excluded Loss
(a) Subject to clauses 20.3(b), 20.3(c) and 20.3(d) but otherwise notwithstanding any other
provision of this Agreement, neither party shall be liable to the other for Excluded Loss.
(b) Clause 20.3(a) does not apply so as to limit or exclude the Construction Consultant’s
liability to the Client in respect of or in connection with:
(i) any infringement by the Construction Consultant or its Personnel of any third party
Intellectual Property right;
(ii) personal injury or death to any person or damage to property;
(iii) fraud, Wilful Misconduct or any illegal or unlawful act by the Construction
Consultant or its Personnel; and/or
(iv) abandonment by the Construction Consultant of all or substantially all its

obligations under this Agreement,
or to the extent Excluded Loss is included in any amount payable by the Construction
Consultant to the Client under clause Error! Reference source not found..
(c) Without limiting clause 20.3(b), clause 20.3(a) shall not apply in respect of any amounts
recovered under any insurance policy that the Construction Consultant is required to effect
under this Agreement or which would have been recovered under that policy but for:
(i) a failure of the Construction Consultant to so procure or maintain the relevant

policy (including in accordance with the requirements for that policy under this
Agreement);
(ii) a breach by the Construction Consultant of the policy;
(iii) a failure of the Construction Consultant to diligently pursue recovery or

indemnification under the policy; or
(iv) the inclusion in this Agreement of clause 20.
(d) Clause 20.3(a) does not apply so as to exclude the Client’s liability for Excluded Loss to
the extent included in the Fee.
21. Insurance
(a) The Construction Consultant shall, for the Term of this Agreement (but without limiting
clause 21(b)), procure and maintain the Construction Consultant’s Business Insurances.
(b) In relation to its professional indemnity policy of insurance, the Construction Consultant
shall maintain that insurance for a period of no less than 6 years from the date of expiry of
the Term.
(c) The Construction Consultant shall, upon request by the Client from time to time, provide
evidence (in the form of certificates of currency) that the Construction Consultant is in
compliance with this clause 21.
22. Proprietary Material

22.1 Contract Material
(a) Subject to clause 22.4, the title to and Intellectual Property rights in, or in relation to, all
Contract Material is to vest on their creation in the Client and, if requested by the Client to
do so, the Construction Consultant is to bring into existence, sign, execute or otherwise
deal with any document which may be necessary to enable the vesting of that title or
rights in the Client.
(b) The Construction Consultant is to ensure that the Contract Material is used, copied,
supplied or reproduced only for the Project.
(c) The Construction Consultant warrants to the Client that the Contract Material do not or will
not infringe the Intellectual Property rights of any third party.
22.2 Client’s Material

(a) Client’s Material is to remain the property of the Client and, subject to clause 22.2(d), is to
be returned to the Client on demand or on expiration or earlier termination of this
Agreement.
(b) The Client may inform the Construction Consultant of any Client’s Material in which third
parties hold Intellectual Property rights and of any conditions attaching to the use of that
material because of those rights. The Construction Consultant is to use that material only
in accordance with those conditions.
(c) The Construction Consultant is responsible for the protection and maintenance of Client’s
Material in its possession.
(d) If the parties have entered into the Construction Contract, the Construction Consultant is
not required to return Client’s Material to the Client to the extent that the Client’s Material
is required for the purposes of the Construction Contract.
22.3 Responsibility
The Construction Consultant is liable to the Client for all Claims which may be brought or made
against the Client by any person for any infringement of the Intellectual Property rights or Moral
Rights of that person or of any other person by the Construction Consultant or any of its
Personnel (including any infringement of Pre-Existing Intellectual Property rights, as defined in
clause 22.4) in the course of, or incidental to, performing the Preconstruction Services, or the use
by the Client of the Contract Material, and also for any and all costs, losses, expenses or
damages that may be suffered or incurred in connection with any such infringement or Claim.
22.4 Pre-Existing Intellectual Property

(a) Notwithstanding clause 22.1(a), all Intellectual Property rights in, or in relation to, all
Contract Material which:
(i) existed prior to this Agreement; and
(ii) were created or developed independent to this Project
(Pre-Existing Intellectual Property),
shall remain the property of the original owner.
(b) The Construction Consultant hereby grants to the Client, or agrees to procure the grant to
the Client of, an unrestricted, irrevocable, assignable, transferrable, royalty free licence
(including the right to sub-licence) to use, copy or reproduce, modify, adapt, develop or
communicate to the public or otherwise exploit the Pre-Existing Intellectual Property (other
than such rights in respect of trademarks) in, or in relation to, that Contract Material, for
the purposes of:
(i) where this Agreement is terminated for any reason, to complete any
Preconstruction Services which have not been carried out or carried out in
accordance with this Agreement; and in any case

(ii) the procurement, design, supply, construction, installation, production,
commissioning, completion, operation, maintenance, repair and/or alteration of the
Contract Material, the Works or the Project.
22.5 Moral Rights

The Construction Consultant unconditionally and irrevocably waives all Moral Rights that exist or
may exist in the Contract Material. Where the Construction Consultant is not the owner of those
Moral Rights, the Construction Consultant must use its reasonable endeavours to obtain a waiver
or waivers from the relevant owner(s), in a form acceptable to the Client immediately upon
request by the Client.
23. Severance, Suspension and Termination for Convenience

23.1 Notice of Severance, Suspension or Termination
(a) The Client may at any time during the Term, and without cause and for whatever reason it
so desires, by giving written notice to the Construction Consultant:
(i) suspend the carrying out by the Construction Consultant of the Preconstruction
Services (or any part); or
(ii) terminate this Agreement.
(b) Any such notice must specify a date (which must be on or after the date of the notice)
from which the relevant event above is to take effect. The Client must, to the extent
possible in the circumstances, advise the Construction Consultant of the length of the
period of suspension anticipated by the Client.
23.2 Suspensions
(a) Upon receiving notice of a suspension, the Construction Consultant must immediately
cease the carrying out of the Preconstruction Services or of any part of the
Preconstruction Services the subject of the suspension, as applicable. The Client must, to
the extent possible in the circumstances, advise the Construction Consultant of the length
of the period of suspension anticipated by the Client.
(b) The Construction Consultant is to recommence the carrying out of the Preconstruction
Services or any part suspended under clause 23.1 as soon as practicable and in any case
within 10 Business Days of receiving written notice from the Client requiring the
Construction Consultant to do so. The Client acknowledges and agrees that despite the
Construction Consultant endeavouring to recommence the services as soon as
practicable, it may take some time within the said 10 Business Days (as is reasonable in
all the circumstances) to escalate its level of service to that existing prior to the
suspension.
(c) Where the duration of a period of suspension lasts for 6 months or more without a
recommencement notice having been given by the Client under clause 23.2(b), the
Construction Consultant is entitled, on notice in writing to the Client, given before receipt
by the Construction Consultant of any notice under clause 23.2(b) to recommence work,
to terminate this Agreement, and upon such termination the provisions of clauses 24.4
and 24.5 shall apply.
(d) During any period of suspension, the Client’s obligation to pay the Fee to the Construction
Consultant is similarly suspended (other than in respect of any part of the Preconstruction
Services that have not been suspended).

23.3 Compensation on Suspension
(a) Upon receiving notice of suspension the Construction Consultant must take all steps
which are reasonable to mitigate the costs and expenses attributable to the suspension.
(b) The Client is liable to compensate the Construction Consultant for the Construction
Consultant’s reasonable and actual costs and expenses directly arising from the
suspension. The Construction Consultant agrees that the Client is not liable under this
clause if a suspension is due to the fault or negligence of the Construction Consultant.
(c) Compensation must be paid on the same date and in the same manner as for regular
instalments of the Fee.
(d) The Client is not liable to compensate the Construction Consultant in respect of any
suspension that exceeds the first month of suspension or to the extent it was caused or
contributed to by any breach by the Construction Consultant or any default or wrongful act
or omission of the Construction Consultant or any of its Personnel.
(e) Without limiting its rights under clause 23.2(c), the Construction Consultant’s entitlement
to additional costs under clause 23.3(b) is its sole entitlement in respect of the
suspension.
24. Termination
24.1 Termination of Construction Consultant for default
(a) The Client may immediately terminate the Construction Consultant’s engagement under
this Agreement by giving written notice to the Construction Consultant if the Construction
Consultant:
(i) is required to be registered or licensed under any legislation for purposes of or

incidental to the performance of the Preconstruction Services and the Construction
Consultant is not registered or licensed or that registration or licence is cancelled,
withdrawn or suspended;
(ii) is in breach of any provision of this Agreement and, if rectifiable, has failed to
rectify the breach within 10 Business Days following a written request to do so by
the Client;
(iii) informs the Client or creditors generally that it is insolvent or unable to pay its
debts as they fall due or if the Client on reasonable grounds suspects that the
Construction Consultant is insolvent or unable to pay its debts as they fall due;
(iv) enters into a composition or arrangement with its creditors or calls a meeting of
creditors with a view to entering into a composition or arrangement;
(v) has a mortgagee seek to exercise a right of possession or control over the whole
or a part of its property;
(vi) has execution levied against it by creditors, debenture holders or trustees under a
floating charge;
(vii) being a company;
(A) takes or has instituted against it an action or proceedings whether

voluntary or compulsory which has the object of or which may result in the
winding up of the Construction Consultant;

(B) has a winding-up order made against it or passes a resolution for winding-
up; or
(C) is a party to the appointment of or has an official manager, receiver,

provisional liquidator, liquidator or administrator appointed to the whole or
any part of its property or undertaking; or
(viii) being a natural person, commits an act of bankruptcy.
(b) If the Construction Consultant’s engagement under this Agreement is terminated under
clause 24.1(a), without limiting any of its other liabilities under this Agreement the
Construction Consultant will be liable to the Client for:
(i) any cost or expense suffered or incurred by the Client in engaging others to
complete the Preconstruction Services which exceeds the sum which would have
been payable to the Consultant to complete the Preconstruction Services; and
(ii) any other cost, loss, expense or damage suffered or incurred by the Client as a
result of the termination.
24.2 Termination for convenience

The Client may at any time, and without cause and for whatever reason the Client so desires, by
giving written notice to the Construction Consultant terminate this Agreement. Any such notice
must specify a date (which must be no earlier than 10 Business Days after the date of the notice)
from which the termination is to take place.
24.3 Termination of Client for non-payment

The Construction Consultant may immediately terminate this Agreement by giving written notice
to the Client if the Client has failed to pay an amount that is due and payable to the Construction
Consultant within 15 Business Days following a written request to do so (which request must state
that it is made under this clause 24.3).
24.4 Obligations on Termination

(a) Upon any termination of this Agreement under clause 23 or 24:
(i) the Construction Consultant must immediately cease the carrying out of the
Preconstruction Services and take all steps which are reasonable to mitigate its
costs and expenses directly arising from or attributable to termination;
(ii) the Construction Consultant must cooperate with the Client and handover to the
Client, or the person nominated by the Client, all Contract Material, Client’s
Material and all other information concerning the Project and the Preconstruction
Services held by the Construction Consultant;
(iii) the Client may engage another contractor or other contractors to undertake the
work and/or services so terminated, the Contract Works, or any other work or
services for or in relation to the Project, on such terms and conditions as the Client
considers acceptable;
(iv) the Construction Consultant must meet with the Client and, if applicable, any other
contractor or other contractors engaged by the Client in respect of the Project with
a view to ensuring that:
(A) the Client has sufficient information to enable the Client to continue to its
pursuit of the Project; and

(B) the other contractor or other contractors engaged by the Client has or have
sufficient information to enable them to carry out the remaining services
that they have been contracted for.
(b) Upon any termination of this Agreement under clause 23 or 24:
(i) the Construction Consultant must, in addition to its obligations under clause
24.4(a), within 20 Business Days of the effective date of the termination, make up
and submit a claim to the Client for the balance of the Fee for Preconstruction
Services performed up to the date of termination (but subject to clause 24.5(b)(i));
and
(ii) the Client will make a reasonable determination of the amount payable under
clause 24.4(b)(i) (subject to any set-off the Client may make in relation to the
Construction Consultant’s liability to the Client under clause 24.1(b), if applicable).
Any dispute regarding the Client’s determination will be resolved in accordance
with clause 25.
(c) The Client must, within 20 Business Days of its determination under clause 24.4(b)(ii) or,
in the case of dispute regarding the determination, of the determination pursuant to clause
25, pay to the Construction Consultant the amount so determined.
(d) The Construction Consultant is not entitled to be paid for its costs in complying with its
obligations under this clause 24.4.
24.5 Limit on Claims

(a) In the event of any termination or expiry of this Agreement (for whatever reason or cause),
despite any other clause in this Agreement to the contrary the Client’s maximum liability to
the Construction Consultant is for the amount of any unpaid Fee to which the Construction
Consultant is entitled as at the date of termination, and the Construction Consultant has
no entitlement to any other Claim.
(b) Without limiting clause 24.5(a), the Client will not, in the event of any termination or expiry
of this Agreement (for whatever reason or cause), be liable to the Construction Consultant
for:
(i) fees for the Preconstruction Services for which the Client had not, as at the date of
termination, instructed the Construction Consultant to proceed with; or
(ii) Excluded Loss.
(c) The Construction Consultant is not released from liability in respect of any breach, non-
performance or non-observance of any covenant, provision, agreement, stipulation or
obligation to be observed or performed pursuant to this Agreement before the date of
termination or expiry.
25. Disputes
25.1 Notice of dispute
(a) Each of the parties must endeavour to resolve any disputes or differences (Dispute)
which arise between them under or in connection with this Agreement, by negotiation.
(b) Where a Dispute arises, the party claiming the Dispute is to give notice in writing to the
other party, including with reasonable details of the Dispute and the relief sought (Dispute
Notice).

25.2 Reference to senior representatives
(a) If the parties are unable to resolve the Dispute within 5 Business Days of the Dispute
Notice (or such other period as the parties may agree) either party may require the matter
to be put to the senior representatives (or nominees) of the parties for their resolution.
(b) If the Dispute has not been resolved by the parties’ senior representatives (or their
nominees) within 20 Business Days of the Dispute Notice (or such other period as the
parties may agree and whether or not the parties’ senior representative (or their
nominees) have attempted to resolve the Dispute), either party may by written notice of
intention to commence arbitration to the other party refer the dispute to arbitration in
accordance with clause 25.3.
(c) Unless otherwise agreed by the parties, neither party is able to commence arbitration
proceedings prior to the date that is 20 Business Days after the Dispute Notice.
25.3 Arbitration
(a) Any Dispute referred to arbitration is to be governed by the Arbitration Act 1996 except to
the extent modified by this clause 25.3.
(b) The arbitration is to be conducted by a single arbitrator. If the parties cannot agree on a
single arbitrator within 10 Business Days of service of the notice of intention to commence
arbitration under clause 25.2(b), any party may request the president of the New Zealand
Law Society to appoint a sole arbitrator.
(c) The arbitrator is obliged to proceed with expedition to deliver and award as soon as
reasonably practicable and the parties agree to co-operate to achieve that end.
(d) The parties further agree that the award of the arbitrator is, except in the case of manifest
error, to be final and binding as between them and they and each of them waive any right
to appeal against the award or to seek any review of it in any court.
25.4 Injunctive or urgent relief

Nothing in this clause 25 will prejudice the right of either party to institute proceedings to seek
urgent interlocutory or injunctive relief.
25.5 Carry out obligations

Despite any Dispute or the referral of that Dispute for resolution under any of the methods allowed
in this clause 25, the parties are to continue to perform their respective obligations under this
Agreement as if that Dispute had not occurred.
26. Confidentiality
26.1 Confidentiality
The Construction Consultant shall, during the term of this Agreement (and at all times after the
termination of this Agreement):
(a) use Confidential Information only for the purposes for which it was disclosed;
(b) keep confidential and not disclose, or otherwise make public, the fact of the Project; and
(c) keep confidential all Confidential Information and not divulge such Confidential Information
or details thereof to any person or company (other than, where and to the extent
necessary for the purposes of the Project, to its Personnel) without the prior written
consent of the Client.

26.2 No copying
The Construction Consultant is to ensure that no Client’s Material or Contract Material is used,
copied, supplied or reproduced for any purpose other than for the performance of the
Preconstruction Services under this Agreement.
26.3 Written undertakings

The Client may at any time require the Construction Consultant to arrange for the Construction
Consultant’s Personnel engaged in connection with the performance of the Preconstruction
Services to give written undertakings, to the Client relating to the non-disclosure of Confidential
Information, on terms substantially the same as those given by the Construction Consultant to the
Client under this clause 26, and otherwise in a form reasonably required by the Client. The
Construction Consultant is to promptly arrange for such undertakings to be given and provide
them to the Client accordingly.
26.4 No announcements
The Construction Consultant is not to make any announcement or issue any release to the media
and/or the public in relation to this Agreement or the subject matter of this Agreement without the
prior written consent of the Client.
26.5 Exception
(a) The Construction Consultant’s obligations under clauses 26.1 and 26.4 shall not apply to
any information which is:
(i) already in the public domain;
(ii) a necessary disclosure to the parties’ professional advisers; or
(iii) required to be disclosed to comply with the binding requirements of any statutory
obligations, including, where appropriate, the rules of the New Zealand Stock
Exchange or any other securities exchange.
(b) Despite clause 26.5(a)(iii), the Construction Consultant may not make announcements to
the New Zealand Stock Exchange without obtaining approval to the form and content of
the announcement from the Client (subject to statutory and other legal obligations of the
Construction Consultant to announce to or report to the New Zealand Stock Exchange).
27. Assignment
27.1 No assignment by Construction Consultant
The Construction Consultant must not assign, novate, transfer, mortgage, charge or encumber
any of its rights or obligations under this Agreement without the prior written consent of the Client.
27.2 Client may assign

The Client may assign its interest in this Agreement without the consent of the Construction
Consultant provided that the Client continues to remain liable for its obligations under this
Agreement.
27.3 Client limited right to novate

The Client may also novate its interests in this Agreement to:
(a) a related company (as defined in the Companies Act 1993) of Kiwi Property Group Limited
or another entity wholly or partly owned by Kiwi Property Group Limited; or

(b) any purchaser or transferee of the land on which the Project is being undertaken;
and if it does so it shall give notice in writing to the Construction Consultant of the novation and of
the name of the novatee. Where the Client gives notice to the Construction Consultant of a
novation then the Construction Consultant shall enter into a deed of novation with the Client and
the novatee in the form of deed of novation attached in Schedule 8.
28. Notices
(a) Any notice or document required to be given under this Agreement must be in writing and
may be given by hand, post or email to the party’s address for service of notices referred
to in the Reference Schedule.
(b) A notice or document is taken to have been received:
(i) if the notice or document is delivered by hand to the receiver, at the time of
delivery;
(ii) if the notice or document is posted in a postage paid registered envelope

addressed to the receiver, at the time when it would be received in the ordinary
course of registered post then prevailing; or
(iii) if the notice or document is sent by email, at the time shown on the delivery
receipt stating that the email was received by the recipient,
(iv) but if receipt is on a day which is not a Business Day or is after 5:00pm at the
place of receipt, it is taken as received at 9:00am on the next Business Day.
(c) A party may at any time change its address, postal address or email address by giving
notice to the other party, such change of detail shall only be effective as from the time of
receipt by the other party.
29. Miscellaneous
29.1 Legal costs
Subject to any express provision in this Agreement to the contrary, each party is to pay
its own legal and other costs and expenses relating directly or indirectly to the
preparation of, and performance of its obligations under, this Agreement.
29.2 Amendment
This Agreement may only be varied or replaced by a document duly executed by the
parties.
29.3 Waiver and exercise of rights
(a) A single or partial exercise or waiver of a right relating to this Agreement will not
prevent any other exercise of that right or the exercise of any other right.
(b) A party will not be liable for any loss, cost or expense of any other party caused or
contributed to by the waiver, exercise, attempted exercise, failure to exercise or
delay in the exercise of a right.
29.4 Rights cumulative
Subject to any express provision in this Agreement to the contrary, the rights of a party
under this Agreement are cumulative and are in addition to any other rights of that party.

29.5 Approvals and consent
Subject to any express provision in this Agreement to the contrary, a party may
conditionally or unconditionally give or withhold any consent to be given under this
Agreement and is not obliged to give its reasons for doing so.
29.6 Further assurance
Each party is to promptly execute all documents and do all things that any other party
from time to time reasonably requires of it to effect, perfect or complete the provisions of
this Agreement and any transaction contemplated by it.
29.7 Computation of time
Where time is to be reckoned by reference to a day or event, that day or the day of that event is
excluded.
29.8 Governing law and jurisdiction

(a) This Agreement is governed and is to be construed under the laws in force in New
Zealand.
(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
courts of New Zealand and any courts which have jurisdiction to hear appeals from any of
those courts and waives any right to object to any proceedings being brought in those
courts.
29.9 Language
The parties must use the English language for all communications.
29.10 Counterparts
This Agreement may consist of a number of counterparts and if so the counterparts taken
together constitute one and the same instrument.
29.11 Entire understanding

Subject to clause 3.1:
(a) this Agreement embodies the entire understanding and agreement between the parties as
to the subject matter of this Agreement;
(b) all previous negotiations, understandings, representations, warranties, memoranda or

commitments in relation to, or in any way affecting, the subject matter of this Agreement
are merged in and superseded by this Agreement and are to be of no force or effect
whatever and no party is to be liable to any other party in respect of those matters; and
(c) no oral explanation or information provided by any other party to another is to:
(i) affect the meaning or interpretation of this Agreement, or
(ii) constitute any collateral agreement, warranty or understanding between any of the
parties.
29.12 Taxes and duties

Unless otherwise expressly provided in this Agreement, the Construction Consultant must pay all
taxes, charges and other payments including, but not limited to, sales tax, payroll tax, levies,
duties and assessments of every nature due in connection with the Preconstruction Services.
The Construction Consultant is liable to the Client for any liability for those taxes, charges and
other payments which has arisen or may arise.

29.13 Payment Not Acceptance
Payment of fees under this Agreement does not constitute acceptance of the scope or quality of
work done by the Construction Consultant and is made on account only.
29.14 Survival
The following provisions shall survive the termination or expiry of this Agreement:
(a) this clause 29.14; and
(b) clauses 20, 21(b), 21(c), 22, 23, 24, 25, 26, 28 and the remaining provisions of this clause
29,
and any other clause which, by its nature, ought to survive the termination or expiry of this
Agreement.

Signing page
EXECUTED as an agreement on
Date
KIWI PROPERTY HOLDINGS LIMITED by:
Signature of authorised person
Signature of witness Name of authorised person
Name of witness
Occupation of witness
City/town of residence
[INSERT] by:
Signature of authorised person
Signature of witness Name of authorised person
Name of witness

Schedule 1: Reference Schedule
Architect: i2c (in conjunction with Ryder and Pacific
(clause 1.1) Environments)
Construction Consultant’s Business Professional indemnity - $5million any one claim and in
Insurances the aggregate
(clause 1.1)
Public liability - $50million any one occurrence
Motor vehicle - $10million any one occurrence
Client’s Representative: Greg Tolley

(clause 1.1)
Construction Consultant’s Representative: [insert]

(clause 1.1)
Cost Consultant: Rider Levett Bucknall

(clause 1.1)
Fee: $[insert – from contractor’s tender or as otherwise

(clause 1.1) agreed]
Key Personnel: Key Person (role): Key Person (name):

(clause 1.1)
Project Manager [insert – from contractor’s
tender or as agreed]
Design/Services [insert – from contractor’s

Manager tender or as agreed]
Commercial [insert – from contractor’s

Manager/QS tender or as agreed]
Project: Build-to-Rent development at Sylvia Park, Auckland

(clause 1.1)
Project Manager: Greenstone Group

(clause 1.1)
Format for electronic documentation PDF (in native, not scanned format) or such other form
(clause 9.5) reasonably notified by the Project Manager.
In relation to the programme, MS Project (in native, not

scanned format)
Hourly rates for Variations Key Person Hourly rate

(clause 12.2)
Project Manager [insert – from
contractor’s tender or
as otherwise agreed]
Design/Services Manager [insert – from

Commercial Manager/QS [insert – from

Margin percentage for offsite overhead and [insert from contractor’s tender or as otherwise
profit agreed]%
(clause 15.2)
Preliminaries items: Accommodation - contractor offices & meeting rooms

(Clause 15.3) Accommodation - contractor storage
Accommodation - furniture & equipment for offices (copiers,
faxes, computers etc)
Accommodation - temporary toilets
Cleaning - progressive
Cleaning - final internal
Cleaning - final external
Consents (excl Building and Resource Consents) i.e temp works
and traffic management
Design - guarantees & Warranties as per design consultant
specifications
Design - O&M and Handover Documentation software
Design - shop models and shop drawings
Environmental - dilapidation survey
Environmental - rubbish collection, construction waste separation
for recycling & disposal
Road cleaning / wash
Equipment - compressors, generators and general plant
Equipment - cranage
Equipment - mobile scaffolding / scissor platforms etc
Equipment - scaffolding & stairs
Equipment - swinging stages
Equipment - safety rails / guard rails
Equipment - lift barricades
Equipment - landing / loading platforms
Equipment - small tools
Personal protective equipment
H&S - first aid
H&S - pre-qualification of subcontractors and H&S management
of subcontractors
Management - attendance on separate contractors
Personnel - admin, external consultants, and other personnel
Personnel - Commissioning Engineer
Personnel - Contracts Manager
Personnel - Design Manager
Personnel - general labour
Personnel - off site management
Personnel - other
Personnel - programming
Personnel - Project Manager
Personnel - QS
Personnel - Site Manager
Personnel - Site security
Plan - Environmental Management Plan
Plan - Quality Assurance Plan

Plan - Site Management Plan
Plan - Traffic Management Plan
Risk - fee for bond
Risk - insurances
Surveying
Site signage
Project signboard
Site security
Temporary Builders works - hoardings and gantries
Temporary fencing and gates
Temporary fire protection
Temporary power & lighting
Temporary protection of contract works
Temporary haul roads and crossings, protection of the same
Temporary water & drainage
Temporary weather proofing
Temporary works - site set-out and surveying works
Travel - transport and cartage
Travel - Staff vehicles
Travel - staff parking
Administration costs (printing, stationary etc)
General expenses (mobile phones, couriers etc)
Travel and accomodation expenses
Photographs
Traffic Management
Utility services connections & coordination
Footpath hire
Tests and samples
Other
Amount for preliminaries sum: $[insert from contractor’s tender or as otherwise
(clause 15.3) agreed]
To Be Fixed items for Construction The Contract Works that relate to:
Contract
 Vertical transportation
(clause 19.1)
 Structural steel
[Note: Where agreed to by the Client prior to
submission by the Construction Consultant of the  Façade
Contract Tender Price, the fixed pricing can be
 Precast concrete supply
obtained for Separable Portion 1 (Building A and
associated podium) only, with a schedule of rates of  Precast concrete erection
applicable labour and Materials for each item which
 Site preparation/ excavation
can be used for deriving the price for the other
Separable Portions]  Piling
 Pile caps/ Lift pits
 Ground beams/ Slab
 Drainage (below slab)
 Mechanical
 Room fitouts

 Common area fitouts
 Plumbing
 Electrical
 Fire
 all works and other items forming part of or

required to form part of the preliminaries sum
 the Temporary Works
 any other part of the Contract Works that the

parties so agree during the Term.
Maximum Amount of Client’s liability: The aggregate of:

(clause 20.2)
 that part of the Fee that is due and payable to the
Construction Consultant; and
 any amount for unpaid Variations.
Address for service of notices: The Client:

(clause 28)
Kiwi Property Holdings Limited
c/- Kiwi Property Group Limited
PO Box 2071, Auckland 1140
Level 7, Vero Centre, 48 Shortland Street,
Auckland, 1010
Attention: Greg Tolley
Greg.Tolley@kp.co.nz
The Construction Consultant:
[insert]
The Project Manager:
Greenstone Group Limited

PO Box 99626, Newmarket, Auckland 1149
Ground Floor, 1 Broadway, Newmarket,
Auckland 1023
Attention: Nigel Cooper/ Damian Duthie
Nigel.Cooper@greenstonegroup.co.nz
Damian.Duthie@greenstonegroup.co.nz

Schedule 2: List of Briefing Material
As set out below:
[Drafting note: to be inserted.]

Schedule 3: Master Programme
As attached.
[Drafting note: to be attached.]

Schedule 4: Schedule of Preconstruction
Services
The scope of services for the Construction Consultant is outlined as follows:
(a) General
The purpose of the pre-construction services is for the Client to receive the benefit of the
Construction Consultant’s specialist construction expertise and knowledge in the development of
the design for the Project and formulation of the Project Requirements; and to de-risk aspects of
the project and procurement.
(b) Personnel
The Construction Consultant shall provide such members of its personnel as required and may
be necessary for the performance of the Construction Consultant’s services and responsibilities.
(c) Define Project Requirements
Assist the Client to confirm an accurate and comprehensive definition of the Project
Requirements which are clear and fully co-ordinated and consistent and without errors, omissions
or duplications; and which are fully detailed in the For Construction documentation.
(d) Buildability
Establish and verify the design for the Works derived by a rigorous and informed process of
testing the design for buildability with all identified risks reasonably and accurately priced for, and
which ensures that the Works can be built in an efficient and practical manner.
(e) Risk identification and allocation
Identifying and assessing the risks of the Project, any detrimental effects to the Project of such
risks and any mitigation available, and which will result in the preparation of a risk register that
relates to design, consenting and construction.
(f) Value engineering and efficiency
Co-ordinate value engineering workshops to identify savings and efficiencies in terms of:
 preliminaries and general

 contingencies and risk amounts
 construction cost
 defects rectification
 procurement methods
 on-going asset management and facilities maintenance costs
 on-going operational costs
(g) Construction Management Plan
Prepare a construction management plan to outline the proposed construction methodology and
how the works will be efficiently procured and executed, and provide a methodology that identifies
any major specific plant resources and associated long lead times for identified plant.
(h) Price
Establishment of a fixed lump sum price (with minimal provisional sums) for the Project that
meets the Client’s budgetary limits, and in accordance with the process that is outlined in the

MinterEllisonRuddWatts | Ref: TTT Page 41
Preconstruction Services Agreement (Refer to schedule 5: “Open book tender process for pricing
of trade elements”)
(i) Cost planning and estimating
 Complete an estimate at the end of the preliminary and developed design phases, and
which will require pricing of the un-priced cost plan prepared by the Cost Consultant.
 Investigate design alternatives and assist with pricing; and undertake cost option analysis
when comparing design options
 Assist with market liaison on trade budget pricing
 Agree with the Cost Consultant the sub-trade budgets to be used as the project target
budget (cost plan)
 Provide market insights with respect to supply chain and procurement and proactively
assist with risk mitigation strategies; including in terms of availability, deliverability, quality,
pricing and timing to meet the Master Programme, and mitigation plans for materials that
have long lead times and / or are sourced from overseas.
 Review the design to identify any areas where additional design detail or clarification is
required to assist with pricing.
 Early trade procurement – compile tenders, call tenders and evaluate upon receipt and
make recommendations in conjunction with the Cost Consultant; and examples of early
trades may be:
o Demolition and enabling works
o Piling
o Structural steel
o Precast concrete
o Façade / metal windows
(j) Procurement
Prepare a procurement programme to provide direction for the tender process as outlined in the
Preconstruction Services Agreement (Refer to schedule 5: “Open book tender process for pricing
of trade elements”)
(k) Off shore procurement
Engage with potential off shore procurement suppliers / partners as deemed necessary by the
Client.
(l) Programme
Establishing a robust and comprehensive master programme for the project that meets the key
project milestones.
(m) Enabling works
Provide feedback and pricing on the proposed enabling works package and consisting of the
following (but not limited to):
 Installation of site hoardings

 Removal of existing buildings
 Earthworks
 Removal of contaminated soil
 Reconfiguration of underground services
The current intention is for the Construction Consultant to undertake the Enabling Works, and
providing that the Clients’ cost and programme requirements are met.

(n) Familiarisation and Identification
 Familiarise itself with the Project Requirements as they are developed and proactively
suggest enhancements to maximise benefit to the Client, and to ensure that all things
reasonably and usually required for a project of this nature are included within the Project
Requirements.
 Without assuming liability in respect of design prepared by the design consultants, identify
and propose resolutions for errors, omissions and coordination issues with the Drawings,
Specifications and the other Project Requirements as they are developed.
 Review the existing survey documents and undertake site visits to become familiar with the
existing site conditions.
 Prepare dilapidation reports, and which includes existing services (above and below
ground) and infrastructure as deemed necessary by the Client
(o) Design Development & Co-ordination
 Proactively assist the design consultants in the development of the design, and which will
involve establishing co-operative relationships with the design consultants.
 Review the design consultant’s BIM execution plan to optimise co-ordination and
buildability.
(p) Statutory compliance
 Advise on the compliance of the construction methodologies with relevant statutory and
regulatory requirements.
 Review any resource consents for the Project and advise of any conditions of those
consents that may affect the Project or the Project Requirements.
 Commence activities to obtain consents and licences or to satisfy conditions that are a
responsibility for the main contractor (i.e. resource consent conditions etc.)
 Provide feedback on the proposed building consent strategy and the suitability for the
construction phase; to ensure that the Client’s operational objectives are achieved for each
separable portion.
 Provide commentary on how best to mitigate risk associated with consent processing and
fulfilling consent conditions.
(q) Safety in design (SID)
Provide meaningful input for SID workshops and develop strategies to mitigate risk from a design
and construction perspective.
(r) Homestar
Provide input and collaborate with the project team to achieve a Homestar 7 star rating, and
which will involve input during the design phase and preparing for the processes and procedures
that are required during the construction phase. The appointment by the Contractor of a
Homestar Practitioner (or a Green Star Accredited Professional) during the preconstruction and
construction phases is recommended.
(s) Meetings and workshops
Attendances at all meetings, workshops and negotiations required by the Client, the Project
Manager and/or the Cost Consultant in connection with the Preconstruction Services, the
Contract Works, the Construction Contract and the Project. The Construction Consultant is to
keep minutes of these meetings, as and when requested by the Client.

(t) Monthly report
Issuing a monthly report to the Client to outline the current status, recent and forthcoming
activities and any risks to be mitigated; and state any specific decisions that are required to be
made by the Client.
(u) Best for project attitudes
Establishing a strong, innovative and energetic team culture which is focused on meeting the
objectives of the Client while understanding what is important to the Construction Consultant and
the other parties involved on this Project.
Defined list of deliverables
Below is a defined list of ECI deliverables to be updated at each stage of design:

 Develop a comprehensive construction methodology and programme; including all risk mitigation
measures.
 Planning for subcontractor and suppliers; including development and confirmation of an
integrated methodology for all key subcontractors.
 Develop project specific plans as follows:
1) Health and safety management plan (incl Covid-19 management plan).
2) Traffic management plan.
3) Construction management plan.
4) Site establishment and set-up plan.
5) Temporary works programme and methodology.
6) Safety in design review and report.
7) Project risk analysis register.
8) Detailed project programme that reflects the construction management plans that
incorporates design, consent and handover process.
9) Develop a specific plan outlining quality assurance and handover procedures to ensure timely
issuance of CCC.
10) On completion of For Construction documentation, issue a report identifying any errors,
omissions, duplications or lack of co-ordination in the documentation.
11) BIM execution plan for construction.
12) Staging of separable portions - develop an operational handover plan that outlines safety and
practical measures to ensure operational effectiveness and the safe use of completed
separable portions.

Schedule 5: Open book tender process for
pricing of trade elements
(a) Unless the Project Manager advises in writing otherwise the process in this schedule is to be
followed for the pricing of each trade element of the Contract Works for the purposes of and to the
extent required for a Tender Contract Price. This process must also be followed even where the
Construction Consultant would like to perform the relevant part of the Contract Works itself (i.e.
where the Construction Consultant does not wish to subcontract that part of the Contract Works).
(b) The Construction Consultant must act in good faith and in a fully transparent manner (including on
a fully ‘open book’ basis) in order to enable the Client, the Project Manager and the Quantity
Surveyor to be sufficiently informed about amounts tendered by proposed Subcontractors and the
make-up of the trade pricing.
(c) The Construction Consultant shall submit a subcontractor tender list for the Client, the Quantity
Surveyor and the Project Manager’s approval prior to seeking tenders for a trade element. The
preference is for there to be three or more tenderers where practicable. The Construction
Consultant shall confirm that proposed subcontractor tenderers on the list have the available
resources and have agreed to submit a price. A procurement meeting shall be held to confirm the
tender list and to agree the conditions of tender and identified items of particular note in the
invitation prior to tender.
(d) The Construction Consultant must not include in any trade package any item that is or should
have been covered by the margin sum or the preliminaries sum specified in the Reference
Schedule. The Construction Consultant shall provide all necessary information to the Quantity
Surveyor to enable the Quantity Surveyor to verify that no such items have been included under
any trade package.
(e) The Construction Consultant shall send out invitations to tender and provide copies to the
Quantity Surveyor at time of invite. The Construction Consultant shall ensure that the tender
prices sought shall be open for acceptance by the Construction Consultant until at least the time
by which the Client is to respond to the Construction Consultant’s submission of a Tender
Contract Price (under clause 18.4).
(f) The Quantity Surveyor shall be copied on all correspondence with tenderers during the tender
period.
(g) The sub-trade tenders shall close with Quantity Surveyor (at the office of RLB, Level 16, Vero
Centre, 48 Shortland Street, PO Box 5377, Auckland, 1141, New Zealand, or via email to
tenders@nz.rlb.com), and a copy of such tenders shall then be provided to the Construction
Consultant.
(h) The Construction Consultant shall review the initial tenders, provide initial trade tender
comparison adjusting for tags and exclusions. The Construction Consultant shall provide copies of
correspondence to the Quantity Surveyor / Project Manager when requested.
(i) The Construction Consultant / Project Manager / Quantity Surveyor shall discuss/review initial
tenders received, the Construction Consultant’s preferred tender(s) and agree the leading
tender(s) and tags for Construction Consultant resolution.
(j) The Project Manager shall forward any design related tags (compiled by the Construction
Consultant) or alternative products priced back to the relevant designers for their feedback. The
Quantity Surveyor and Construction Consultant shall be copied in on this. Any alternatives
submitted with tenders must be notified to the Client for acceptance.

(k) The Project Manager shall request all consultants to whom a design related tag has been
provided for a designer’s response shall respond back to the Construction Consultant and copy
the response to the Quantity Surveyor and Project Manager.
(l) The Construction Consultant / Project Manager / Quantity Surveyor shall convene for a second
meeting to evaluate offers following the pricing, programme and quality review and technical tag
assessment and agree issues to be raised with preferred tenderers prior to the Construction
Consultant going back to subcontractors for final clarifications.
(m) The Quantity Surveyor shall be provided all post-tender correspondence with all tenderers when
requested.
(n) The Construction Consultant shall submit a lump sum price for the relevant trade element and
including trade recommendations to Quantity Surveyor and Project Manager.
(o) The Quantity Surveyor shall review, reconcile with budget and submit its recommendation for the
trade element to the Client and the Project Manager.
(p) The Client shall approve the recommendation or provide comments to the Project Manager.
(q) The Project Manager shall confirm to the Construction Consultant the acceptance, or otherwise
provide comments, of the tendered price for the relevant trade element.
(r) The Construction Consultant must not consult with or negotiate with any tenderer without the prior
written agreement of Quantity Surveyor and, if required by Quantity Surveyor with Quantity
Surveyor in attendance.
(s) Nothing in the above process shall be construed as a nomination by the Client of a subcontractor
for a trade element as a Nominated Subcontractor.
(t) The Client may (at its sole discretion) negotiate a price for a trade element with the Construction
Consultant in lieu of the above process.
(u) The Cost of the Construction Consultant in undertaking the tendering of the trade elements
(including the process in this schedule) shall be borne by the Construction Consultant and is not
recoverable under the Preconstruction Services Agreement or Construction Contract.
(v) The Construction Consultant shall progressively submit an updated, revised Schedule of Prices
with the fixed price subcontract prices for the trade elements achieved through the process in this
schedule completed, until all of the To Be Fixed items have been tendered and otherwise the
Agreed Percentage of the Contract Price achieved as fixed price lump sums.
(w) The tendered trade element pricing is to exclude any of the Construction Consultant’s On-Site
Overheads and Off Site Overheads and Profit. All allowance for On-Site Overheads and for Off-
Site Overheads and Profit shall be deemed included in the fixed lump sum for On-Site Overheads
and fixed percentage for Off Site Overheads and Profit in the Tender Contract Price if and when
tendered by the Construction Consultant.
(x) The fact that the Client, Project Manager or Quantity Surveyor may have been involved in a
tender process, or confirming to the Construction Consultant the acceptability for them of a
tenderer or the tenderer’s price terms and conditions to the Construction Consultant will in no way
whatsoever relieve the Construction Consultant from any of its obligations, duties or liabilities
under the Construction Contract in relation to the work tendered or transfer any obligation, duty,
liability or risk for such work to the Client.

Schedule 6: Draft Construction Contract
As attached.

Schedule 7: Draft P&G Specification
As attached.

Schedule 8: Form of Deed of Novation
As attached.

Deed of Novation
relating to
Preconstruction Services Agreement,
Residential BTR Development, Sylvia Park
Kiwi Property Holdings Limited (Client)
[insert] Limited (Construction Consultant)
[insert] Limited (Novatee)

Date
Parties
Name [Client] Limited
Short name Client
Address
Attention
Name [Construction Consultant] Limited

Short name Construction Consultant
Address
Attention
Name [Novatee] Limited

Short name Novatee
Address
Attention
Background
A The Client and the Construction Consultant are parties to a Preconstruction Services
Agreement dated [insert date] (the ‘Agreement’) in relation to preconstruction services for the
Build-to-Rent residential apartment development project at Sylvia Park, Auckland as more
particularly described in the Agreement.
B With effect on and from the Effective Date, the Client:
(i) transfers all of its rights and obligations under the Agreement to the Novatee; and
(ii) is to be released from its obligations under the Agreement.
C With effect on and from the Effective Date, the Novatee agrees to accept the transfer of, and
assumes all of the Client’s rights and obligations under the Agreement.
23260063:1 1
It is agreed
1. THIS deed shall take effect from the date of its execution (the ‘Effective Date’)
2. THE Client:
(a) Transfers to the Novatee all of its rights and obligations under the Agreement;
(b) Warrants to the Novatee that it has performed all of its obligations under the Agreement
up to the Effective Date.
3. THE Novatee:
(a) Accepts the transfer with effect from the Effective Date;
(b) Confirms that, as from the Effective Date:
(i) The Novatee is substituted for the Client under the Agreement as if it had originally
executed the Agreement in place of the Client;
(ii) All references in the Agreement to the Client are to be read and construed as if
they were references to the Novatee; and
(iii) The Novatee may exercise all the Client’s rights under the Agreement;
(c) Shall be liable to the Construction Consultant for all of the Client’s unperformed
obligations to the Construction Consultant under the Agreement up to the Effective Date
and shall perform all of the Client’s obligations under the Agreement from the Effective
Date.
4. THE Construction Consultant:
(a) Consents to the transfer;
(b) Releases the Client from all of its obligations under the Agreement;
(c) Confirms that, as from the Effective Date:
(i) The Novatee is substituted for the Client under the Agreement as if it had originally
executed the Agreement in place of the Client;
(ii) All references in the Agreement to the Client are to be read and construed as if
they were references to the Novatee; and
(iii) The Novatee may exercise all of the Client’s rights under the Agreement;
(d) Shall remain liable to the Client for any breach of the Agreement by the Construction
Consultant which occurred prior to the Effective Date and shall perform all of the
Construction Consultant’s obligations under the Agreement from the Effective Date.
5. THE terms of the Agreement continue in full force and effect.
6. EACH party is to pay its own costs (including, without limitation, legal expenses) in entering into
this deed.
7. EACH party is, at its own expense and at the request of any other party, to execute and deliver or
cause its successors and permitted assigns to do all things as may be reasonably requested by
that other party to obtain the full benefit of this document according to its true intent.
8. AN amendment to this deed will only be effective if it is in writing and signed by all parties.
23260063:1 2
9. THIS deed shall be construed and take effect in accordance with the laws of New Zealand.
Execution
Executed as a deed
SIGNED for and on behalf of

[CLIENT] LIMITED by
Director Director/Authorised Signatory
Print Name Print Name
Address of Client
Address
Attention

[CONSTRUCTION CONSULTANT]
LIMITED by
Director Director
Address of Construction Consultant
Address
Attention
23260063:1 3
[NOVATEE] LIMITED by
Director Director
Address of Novatee
Address
Attention
NOTE –
This deed shall be executed by the Novatee, the Client, and the Construction Consultant in the manner required for execution of
a deed. Any of these parties which are a company shall execute the deed by having it signed, under the name of the company,
by two or more directors. If there is only one director, it is sufficient if the deed is signed under the name of the company by that
director, but the signature shall be witnessed by another person. The witness shall not only sign but shall also add his or her
occupation and address. Alternatively, companies may execute under power of attorney. Any party which is a body corporate
(other than a company) shall execute in the same manner as a company by persons in a comparable position to a company
director or otherwise in accordance with section 9 of the Property Law Act 2007. In the case of a party who is an individual, the
party shall sign and the signature shall be witnessed by another person. The witness shall not only sign but shall also add his or
her occupation and address.
23260063:1 4
ATTACHMENT 2
Construction Contract
23202962 Page 19 of 28
[For RFT issue: 27 JANUARY 2021]
Construction Contract
Build-to-Rent Development at Sylvia Park, Auckland
⎯
Kiwi Property Holdings Limited (Principal)
[insert] (Contractor)
⎯
FOR USE WITH NZS 3910:2013
[Drafting notes:
- the requirements for, and in respect of, any parent company guarantee will be confirmed
based upon KPHL’s position as to the financials of the proposed Contractor-entity
- if the Contractor performs any early/enabling works or procurement, then standard early works
provisions will be included]
20th Floor, Lumley Centre, 88 Shortland Street,

Auckland 1010
T +64 9 3539700 F +64 9 3539701
www.minterellison.co.nz
Contents
~*~
Contract Agreement 3
Signing 7
General Conditions of Contract 8
Schedule 1 - Special Conditions of Contract – Specific Conditions of
Contract 9
Schedule 2 - Special Conditions of Contract - Other Conditions of
Contract 25
Annexures 64
Annexure A (Part One): Contract Price composition 65
Annexure A (Part Two): Pricing process 66
Annexure A (Part Three): Conditions for off-Site payments 69
Annexure B: Drawings and Specifications (including P&G Specifications and Site plan)71
Annexure C: Agreed clarifications 72
Annexure D: Title Documents 73
Annexure E: Practical Completion requirements 74
Other Schedules 76
23208345_6 | page 2
Contract Agreement
Date
Parties

Short form name Principal
Name [Insert]
Short form name Contractor
Background
A The Principal is procuring a Build-to-Rent (BTR) development at Sylvia Park (the Project).
B The Principal and the Contractor were parties to the Preconstruction Services Agreement pursuant to
which the Contractor was required to undertake certain preconstruction services, tasks, activities and
other obligations for the Principal in respect of the Project.
C The Contractor submitted, pursuant to the processes in the Preconstruction Services Agreement, a
proposal to carry out, complete, handover and remedy defects in the Contract Works on the terms
and conditions of this Contract with pricing which was partly fixed lump sum, and with the balance of
the pricing shown as provisional amounts and which (other than optional works to remain as
provisional sums which are to be priced upon instruction) is to be confirmed pursuant to the
processes set out in this Contract.
D The Principal has accepted the Contractor’s proposal upon and subject to the terms and conditions
of this Contract.
23208345_6 | page 3
Agreed terms
1. Definitions
Words and phrases in this Contract Agreement will have the meanings given to them in 1.2 of the
General Conditions, unless the context requires otherwise, and are to be interpreted in accordance
with 1.3 of the General Conditions (in each case as amended by the Other Conditions of Contract).
2. Contractor to perform the Contract Works

The Contractor agrees to design (where applicable), construct, complete, hand over, and remedy
defects in the Contract Works in accordance with the Contract Documents.
3. Principal to pay the Contract Price

The Principal agrees to pay the Contractor the Contract Price of $[insert] or such greater or lesser
sum as shall become payable under the Contract Documents, together with Goods and Services Tax
(where applicable), at the times and in the manner and subject as provided in the Contract
Documents.
4. Each party to fulfil all other obligations

Each party agrees to:
(a) the terms and conditions as set out in the Contract; and
(b) carry out and fulfil all other obligations imposed on that party by the Contract.
5. Partnering Concept
(a) Subject to clause 5(d), the Principal and the Contractor each agrees and acknowledges that it
will (and will procure its representatives to) during the term of this Contract:
(i) have regard to and act at all times in a manner consistent with the Partnering
Principles; and
(ii) work with the other party in good faith having regard at all relevant times to the
Principal’s Objectives and the Partnering Principles.
(b) For the purposes of clause 5(a), Partnering Principles means the over-arching principles
which shall govern and guide the contractual and working relationships between the parties
and which recognises and comprises the following:
(i) the primary focus of the Contractor and the Principal is the successful delivery and
outcome of the Contract Works;
(ii) the establishment of a relationship based on mutual trust;
(iii) the shared intention to achieve (by constructive and harmoniously working together)
the Principal’s Objectives;
(iv) openness, promptness, consistency and fairness in all dealings and communications
between the parties and their agents and representatives;
(v) non-adversarial dealings between the parties and constructive mutual steps both to
avoid differences and to identify solutions; and
(vi) open, prompt and fair notification and resolution between the parties of any
differences or disputes which may arise or be apprehended.
(c) For the purposes of this clause 5(a), the Principal’s Objectives are:
(i) completion and delivery of the Contract Works on time and on budget in accordance
with detailed plans and specifications; and
(ii) to take delivery of the Contract Works for the Contract Price on or before the Due
Date for Completion;
(iii) to occupy the Site in the specified condition at the Due Date for Completion;
23208345_6 | page 4
(iv) to occupy the Site or parts of the Site commissioned and ready for use with the
Principal’s operational staff trained and fully familiar with the operation and regular
maintenance requirements of the completed Project; and
(v) such other objectives as may be stated in the Contract Documents.
(d) Notwithstanding the above provisions of this clause 5, the parties recognise that there is not a
mutual sharing of risks, rights and entitlements and obligations and liabilities between the
Contractor and the Principal and the specific risks, rights and entitlements, and obligations
and liability, of the Contractor and the Principal are as set out in the provisions of the
Contract, other than this clause 5.
6. Contract Documents
The Contract comprises the following Contract Documents:
The Contract terms
(a) this Contract Agreement;
(b) the annexed Schedule 1 – Special Conditions of Contract – Specific Conditions of Contract;
(c) the annexed Schedule 2 – Special Conditions of Contract – Other Conditions of Contract; and
(d) the General Conditions of Contract (NZS 3910:2013);
The Annexures
(e) the Contract Price composition (including the Schedule of Prices and price information) in
Annexure A (Part One);
(f) the Pricing process for Provisional Sums and Price TBC items in Annexure A (Part Two);
(g) the Conditions for off-Site payments in Annexure A (Part Three);
(h) the Drawings and Specifications (including the Preliminary and General Specifications) and
Site plan, in Annexure B;
(i) the Agreed Clarifications (if any) in Annexure C;
(j) the Title Documents in Annexure D;
(k) the Practical Completion requirements in Annexure E;
The Schedules
(l) Schedule 3: Form of Contractor’s Performance Bond – as attached;
(m) Schedule 4: Form of Principal’s Bond – not applicable;
(n) Schedule 5: Form of Contractor’s bond in lieu of retentions – not applicable;
(o) Schedule 6: Form of Producer Statement – Construction – as per NZS 3910:2013;
(p) Schedule 7: Information on Contractor arranged construction insurance – not applicable;
(q) Schedule 8: Information on Contractor arranged Plant insurance – as per NZS 3910:2013;
(r) Schedule 9: Information on public liability insurance – as per NZS 3910:2013;
(s) Schedule 10: Information on Contractor arranged motor vehicle insurance – as per NZS
3910:2013;
(t) Schedule 11: Information on Contractor arranged professional indemnity insurance – as per
NZS 3910:2013;
(u) Schedule 12: Information on Principal arranged construction insurance – as per
NZS3910:2013;
(v) Schedule 13: Forms of Contractor (or Subcontractor) warranty and Subcontractor Continuity
Guarantee – as attached;
(w) Schedule 14: Form of Unfixed and Off-site Materials Agreement – as attached;
23208345_6 | page 5
(x) Schedule 15: Practical Completion Certificate – as per NZS 3910:2013 (except as amended
as set out in Schedule 15, attached);
(y) Schedule 16: Final Completion Certificate – as per NZS 3910:2013; and
(z) Schedule 17: Form of Parent Company Guarantee – as attached.
7. Preconstruction services
(a) The parties acknowledge that:
(i) prior to the Date of Acceptance of Tender, the Contractor was engaged under the
Preconstruction Services Agreement; and
(ii) pursuant to the Preconstruction Services Agreement, the Contractor was required to
perform the Preconstruction Services in accordance with the Preconstruction
Services Agreement.
(b) Where the Contractor has been granted an entitlement under this Contract (whether a
Variation, an extension of time or some other form of relief or compensation), and the
Principal considers:
(i) the circumstances or events relating to that entitlement should reasonably have been
addressed by the Contractor as part of the Preconstruction Services; and
(ii) had the Contractor addressed those circumstances or events as part of the
Preconstruction Services, the Contractor’s entitlement under this Contract would
reasonably have been reduced, avoided and/or minimised,
then the Principal may refer such matters to the Engineer by notice under Section 13.
(c) Where the Principal has made a referral to the Engineer pursuant to clause 7(b), then the
Engineer shall be required to review the relevant entitlement granted by taking into account
the Principal’s submissions (and matters that the Contractor may refer to the Engineer in
response), it being agreed by the parties that where the matters in clauses 7(b)(i) and 7(b)(ii)
exist the Contractor’s entitlement may be reduced by the Engineer by a reasonable amount
or extent.
8. Amendments to NZS3910:2013
This clause is included to assist with the readability of the Contract:
(a) this form of Contract Agreement shall be used in place of the form of contract agreement
contained in NZS 3910:2013;
(b) the annexed Schedule 1 – Special Conditions of the Contract – Specific Conditions of
Contract replaces Schedule 1 of NZS 3910:2013;
(c) all remaining Schedules to NZS 3910:2013 are either incorporated by reference, deleted or
replaced, as set out in this Contract Agreement;
(d) where the General Conditions make reference to a Schedule, such reference will be deemed
to be a reference to the corresponding Schedule in this Contract; and
(e) Sections 1 - 15 of NZS 3910:2013 are, for the purposes of the Contract:
(i) supplemented as set out in the said Schedule 1- Special Conditions of Contract -
Specific Conditions of Contract; and
(ii) amended as set out Schedule 2- Special Conditions of Contract - Other Conditions of
Contract.
9. Entire Agreement
The Principal and the Contractor agree that this Contract constitutes the entire agreement between
the parties. Except to the extent they are otherwise expressly incorporated herein, this Contract
supersedes all prior agreements, undertakings, negotiations, representations and warranties relating
to the Contract Works.
23208345_6 | page 6
Signing
EXECUTED as an agreement
EXECUTED for Kiwi Property Holdings

Limited by its authorised signatory:
Authorised Signatory
Signature of witness Print Name
Name of witness
EXECUTED for [INSERT CONTRACTOR] by

its authorised signatory:
Signature of witness Print Name
Name of witness
23208345_6 | page 7
General Conditions of Contract

The General Conditions of Contract are sections 1 – 15 of NZS 3910:2013.
The General Conditions of Contract are supplemented and amended by the Special Conditions of Contract.
The Special Conditions of Contract comprise:
(a) Schedule 1 – Special Conditions of Contract – Specific Conditions of Contract; and
(b) Schedule 2 – Special Conditions of Contract – Other Conditions of Contract,
each as attached.
23208345_6 | page 8
Schedule 1 - Special Conditions of Contract –

Specific Conditions of Contract
Clause numbers below refer to clauses in the General Conditions, as amended or supplemented by
Schedule 2 - Special Conditions of Contract - Other Conditions of Contract below.
Clause Title and subject matter Specific condition data
1. INTERPRETATION
Definitions
The Principal is: Kiwi Property Holdings Limited
of: Level 7, Vero Centre, 48 Shortland Street,

Auckland, 1010 , New Zealand
1.2 Additional Definitions
Broker Aon New Zealand
Contractor’s Guarantor: [Drafting note: with their responses,

tenderers are to propose Parent-entity for
consideration and evaluation by KPHL]
Land means the land at Sylvia Park, Auckland, at
the following addresses (and with Record of
Title as shown):
Address Record of Title
23 Lynton Road NA16A/144
25 Lynton Road 140411
25A Lynton Road 140412
27 Lynton Road NA1699/95
29 Lynton Road NA51B/240
29A Lynton Road NA2031/73
252 Mt Wellington NA10D/62

Highway
252A Mt Wellington NA1356/24
Highway
286 Mt Wellington 327795
Highway
QS means Rider Levett Bucknall Auckland

Limited or such other reputable quantity
surveyor in practice in New Zealand as
appointed by the Principal in substitution.
23208345_6 | page 9
Project Manager means Greenstone Group Limited or such

other reputable project manager in practice in
New Zealand as appointed by the Principal in
substitution.
Site means that part of the Land shown on the

site plan in Annexure B.
Title Documents means the titles to the Land, the relevant

extracts of which are included in Annexure D,
or such other documents the Principal
provides to the Contractor and specifies as a
Title Document.
1.2, 10.2 Separable Portions

• Are there any Separable Portions in this Yes
Contract?
• If yes, the Separable Portions are as follows and Separable
Description
as further defined in the Contract: Portion
SP1 Building A (and associated podium)
SP2 Building B (and associated podium)
Building C (and associated podium)

SP3 and Pavilion Building, and the
balance of the Contract Works
[Drafting note: The definition of the works

ancillary to and included in the description of
each Building to be finalised during the
Preconstruction Services phase]
2. THE CONTRACT
2.1 Type of contract
2.1.1 This Contract is a: (select one to apply (a), (b), (c) or (d))
(a) Lump sum contract governed by 2.2; ☑
(b) Measure and value contract governed by 2.3; ☐
(c) Cost reimbursement contract governed by 2.4. ☐
2.4 Cost reimbursement contract

2.4.1 Allowance(s) which are to be added to Net Cost in a cost reimbursement contract or for parts of the
Contract Works which are required to be carried out on a cost reimbursement basis:
(If percentages are shown as zero or nil, allowances for overheads and profit are deemed to be
included in Net Cost.)
• Allowance for On-site Overheads: Not applicable
• Allowance for Off-site Overheads and Profit: Not applicable
2.4.4 Indicative estimates of the Contract Price:

Are indicative estimates required? Not applicable
23208345_6 | page 10
2.5 Local authority contracts, contracts in public places, and road contracts
2.5.1 Is this Contract a local authority contract to which
No
2.5.2 applies?
2.5.3 Is this Contract a contract in a public place to which
No
B1 and B2 of Appendix B apply?
2.5.4 Is this Contract a road contract to which Appendix B

Not applicable
applies?
If yes, the allowance under B3 shall be: Not applicable
2.6 Evidence of Contract

2.6.2 How is the Contract Agreement to be executed? (select one to apply, (a) or (b))
(a) As stated in 2.6.2; ☑
(b) In accordance with the following other ☐

requirements:
2.7 Documents prepared by the Engineer or Principal
2.7.1 Copies of the Contract shall be supplied without PDF
charge to the Contractor in the following electronic
form:
2.8 Documents prepared by the Contractor
2.8.2 Copies of documents referred to in 2.8.2 shall be
supplied without charge to the Engineer:
• Number of hard copy sets: 3
• In the following electronic form: PDF (in native, not scanned format) or such
other form reasonably notified by the
Engineer
In relation to the programme, MS Project (in
native, not scanned format)
3. BONDS
3.1 Contractor’s Bond
3.1.1 Is a Contractor’s Bond required? Yes
3.1.2 If yes, the amount of the Contractor’s Bond shall be: 5% of the Contract Price
3.2 Principal’s Bond

3.2.1 Is a Principal’s Bond required? No
3.2.2 If yes:
• The amount of the Principal’s Bond shall be: Not applicable
• The surety for the Principal’s Bond shall be: Not applicable
3.3 Parent Company Guarantee
23208345_6 | page 11
3.3.1 Is a parent company guarantee required? Yes [Drafting note: the requirements for,
and in respect of, any PCG will be confirmed
based upon KPHL’s view of the financials of
the proposed Contractor-entity]
4 SUBCONTRACTORS
4.2 Nominated Subcontractors Nil.
5 GENERAL OBLIGATIONS
5.2A Key Personnel Key Person Key Person Key Person
(Role) (Name) Amount
Project [insert – from $7,000 per
Director contractor’s week (or part
tender or as thereof)
agreed]
Project [insert – from $7,000 per

Manager contractor’s week (or part
agreed]
Site Manager [insert – from $3,500 per

contractor’s week (or part
agreed]
Services [insert – from $3,500 per

Engineer/ contractor’s week (or part
Manager tender or as thereof)
agreed]
Commercial/ [insert – from $3,500 per

Contracts contractor’s week (or part
Manager tender or as thereof)
agreed]
H&S Manager [insert – from $3,500 per

contractor’s week (or part
agreed]
5.4 Possession of the Site

5.4.1 The Contractor shall be given (select one to apply, (a) or (b))
(a) Exclusive possession of the Site; or (b)
(b) Non-exclusive possession of such parts of the
Site as the Principal determines is necessary to
carry out the Contract Works
At a time: ☐
(a) 10 Working Days after the Date of Acceptance of
Tender:
(b) As follows: ☐
23208345_6 | page 12
5.4.3 Limits on the Contractor's right of entry to adjoining

properties are:
5.5 Separate Contractors
5.5.1 Separate Contractors who may be carrying out work Nil. [Drafting note: may change]
on the Site concurrently with the Contract Works are:
5.5.2 Are facilities for Separate Contractors required?
If yes, details of facilities required are: [Yes, as and to the extent set out in the
Preliminary and General Specifications]
5.6 Care of the works and Site
5.6.6(g) Further risks specifically excepted are: Nil
5.10 Programme
5.10.4 Is the programme required to be a Comprehensive
Yes
Programme?
5.10.4(e) If yes, other requirements for the Comprehensive Yes, as set out in the Preliminary and
General Specifications
Programme are:
5.10.5 The Comprehensive Programme shall use the As nominated in the Preliminary and General
Specifications
following software:
5.10.6 Updates of the Comprehensive Programme shall be In accordance with the timeframes set out in
the Preliminary and General Specifications
provided at the following intervals:
5.11 Compliance with laws
5.11.3 Exceptions to the Principal’s obligations to obtain The only licences which the Principal is
responsible for obtaining in relation to the
licences under 5.11.3 are:
construction of the Contract Works and the
use of the Contract Works when constructed
are:
• resource consent
• engineering approvals for work on public
infrastructure (other than such approvals
required for for the temporary works; or
for that part of the Contract Works that is
required to be designed by the
Contractor; or that may be required for
the Contractor’s method of working; or
that may otherwise be required in
connection with any act or omission of
the Contractor including any change to
the Contract Works implemented by the
Contractor).
• building consents (other than any
building consent required for the
temporary works; or for that part of the
Contract Works that is required to be
designed by the Contractor; or that may
be required for the Contractor’s method
of working; or that may otherwise be
required in connection with any act or
omission of the Contractor including any
change to the Contract Works
implemented by the Contractor).
23208345_6 | page 13
Except for those licences listed above and

without limiting 5.11.4, the Contractor is
responsible for obtaining and maintaining all
licences which may be required for the
construction of the Contract Works.
5.11.4 Exceptions to the Contractor's obligation to give
Nil
notices and obtain other licences under 5.11.4 are:
5.17 Safety plan
Is a Site-specific safety plan required to be prepared
Yes
by the Contractor?
5.18 Quality plan
Is a quality plan required to be prepared by the
Yes
Contractor?
5.19 Traffic management plan
Is a traffic management plan required to be prepared
Yes
by the Contractor?
5.20 As-built drawings and operation and maintenance manuals
5.20.1(a) Are as-built drawings required to be prepared by the Yes, as set out in the Preliminary and
Contractor? General Specifications
5.20.1(b) Are operation and maintenance manuals required to Yes, as set out in the Preliminary and
be prepared by the Contractor? General Specifications
6. THE ENGINEER
6.1 Appointment of Engineer
6.1.2 The Engineer is: Nigel Cooper
whose professional qualification is: Greenstone Group Limited
8. INSURANCES
8.1 General
8.1.1 The party identified below shall arrange the following
insurances referred to in the following clauses:
8.3 or 8.8 Construction Principal
8.8 Existing structure(s) and contents Not applicable
8.4 Plant Contractor
8.5 or 8.9 Public liability Contractor

8.5.2 Motor vehicle liability Contractor
8.6 Professional indemnity Contractor
8.1.6 The following forces of nature shall be specifically

insured under 8.3 or 8.8 as applicable:
(a) Landslip: Yes
(b) Earthquake: Yes
23208345_6 | page 14
(c) Tsunami: Yes
(d) Tornado: Yes
(e) Cyclone: Yes
(f) Storm: Yes
(g) Flood: Yes
(h) Lightning strike: Yes
(i) Volcanic activity: Yes
(j) Hydrothermal activity: Yes
(k) Geothermal activity: Yes
8.3, 8.8 Construction insurance

(These items are required to be completed whether the Contractor or the Principal is the insuring
party (see 8.1 above))
8.3.2, 8.8 The following shall have their respective interests [Subcontractors of any tier]
noted in the construction insurance policy:
8.3.3, 8.8 Where construction insurance is required (see 8.1

above), the amount of insurance to be effected for the
Contract Works and Materials shall be for not less
than the sum of the Contract Price, after the
acceptance of the tender or other offer, plus the
following allowances:
(a) An allowance for the Cost of demolition, disposal (select one to apply, (i) or (ii))
and preparation for replacement work, equal to:
(i) The amount in the right hand column: ☐ ($)
(ii) The percentage in the right hand column of ☑ 10% [TBC]
the Contract Price adjusted as above:
(b) An allowance for professional fees including the (select one to apply, (i) or (ii))
Cost of clerks of works and inspectors, equal to:
(ii) The percentage in the right hand column of ☑ 15% [TBC]
the Contract Price adjusted as above:
(c) An allowance for items to be incorporated in the (select one to apply, (i) or (ii))
Contract Works, the Cost of which is not included
in the Contract Price, equal to:
(i) The amount in the right hand column ☑ $ Nil [TBC]
(ii) The percentage of the Contract Price adjusted ☐ (%)
as above, stated in the right hand column:
(d) An allowance for an increase in the Contract Price (select one to apply, (i) or (ii))
due to Variations equal to:
23208345_6 | page 15
(ii) The percentage of the Contract Price adjusted ☑ 5% [TBC]

(e) An allowance for increased construction Costs (select one to apply, (i) or (ii))
due to inflation equal to:
(ii) The percentage of the Contract Price adjusted ☑ 5% [TBC]
8.4 Contractor arranged Plant insurance
Where Plant is required to be insured (see 8.1 (select one to apply, (a) or (b))
above):
(a) The Contractor shall insure the following items of ☐
Plant on the Site for the amounts stated:
(b) The Contractor shall insure each item of Plant on ☑ $20,000 [TBC]
the Site having a current market value of more
than:
8.5 Contractor arranged public liability insurance
8.5.1 Where required (see 8.1 above), public liability $50,000,000
insurance shall be effected by the Contractor for an
amount not less than:
Such public liability insurance may include sub-limits:
• For liability arising out of vibration, weakening or $50,000,000
removal of support, of not less than:
• For liability under the Forest and Rural Fires Act
1977, of not less than:
8.5.2 Where required (see 8.1 above), motor vehicle third $10,000,000
party liability insurance shall be effected for an
amount not less than:
8.6 Contractor arranged professional indemnity insurance
8.6.1 Where required (see 8.1 above), professional
indemnity insurance for design by the Contractor shall
be effected for an amount not less than:
• For any one claim: $5,000,000
• And for an amount in the aggregate of: $5,000,000
8.6.2 Sub-limits of professional indemnity insurance for No sub-limit

design of parts of the Contract Works by [Drafting note: the expectation is generally
Subcontractors shall be not be less than: that subcontractors involved in the design
have $5million PI.
(list specific part(s) of Contract Works and applicable
However, Kiwi is willing to consider lower
$ sub-limits for any one claim and for an amount in
limits on a case-by-case basis.]
the aggregate, or state if not required)
8.8 Principal arranged construction insurance (refer also to 8.3)
23208345_6 | page 16
In accordance with 8.7.2, the insurance policy [TBA]

wording title for 8.8.1 and 8.8.2 (a), (b), and (c) is:
In accordance with 8.7.2, the extraordinary
exclusions, conditions, warranties or endorsements to
the policy for 8.8.1 and 8.8.2 (a), (b), and (c) are:
8.8.1 Where the Principal is required to effect construction
insurance (see 8.1 above):
The lead insurer is: [TBA]
Address of lead insurer: [TBA]
The Nominal Deductibles are:

• For damage arising out of the Contract Works: $50,000 any one claim [TBC]
• For other claims: LEG3 - $200,000 any one claim [TBC]
• For natural perils: [TBA]
8.8.2(a) The existing structures are:

• The replacement value to be insured is:
• The lead insurer is:
• Address of lead insurer:
• For damage arising out of the Contract Works:
• For other claims:
• For natural perils:
8.8.2(b) Other structures in the vicinity are:
• The replacement value to be insured is: $

8.8.2(c) Contents insurance:
• The replacement value to be insured is: $

23208345_6 | page 17
8.9 Principal’s option to insure public liability

8.9.1 Where required (see 8.1 above), the Principal shall
effect public liability insurance for an amount not less
than:
The lead insurer is:
Address of lead insurer:
The Nominal Deductible is:
In accordance with 8.7.2:
• the policy wording title is:
• extraordinary exclusions, conditions, warranties,
or endorsements to the policy are:
8.9.2 Such public liability insurance may include sub-limits
for: (specify as applicable or state ‘not applicable’)
• Liability arising out of vibration, weakening or
removal of support:
• Liability under the Forest and Rural Fires Act

1977:
9 VARIATIONS
9.3.1(c) Margin percentage (for Off-Site Overheads and [insert – from contractor’s tender or as
Profit) for variations: agreed]%
9.3 Valuation of Variations

9.3.9 For On-site Overheads: (select one to apply, (a) or (b))
(a) The prices and rates in the Schedule of Prices are ☐
inclusive of full allowance for On-site Overheads;
(b) The prices and rates in the Schedule of Prices are ☐ (select one to apply, (i), (ii), (iii), (iv)) or [An
exclusive of On-site Overheads and the amount determined under 9.3.3]
allowance for On-site Overheads to be added in
accordance with 9.3.9 is:
(i) Agreed percentage: ☐ (%)
(ii) As nominated in the Schedule of Prices; ☐
(iii) As nominated in the Contractor’s tender; ☐
(iv) A reasonable percentage. ☐
9.3.10 For Off-site Overheads and Profit: (select one to apply, (a) or (b))
(a) The prices and rates in the Schedule of Prices are ☐

inclusive of full allowance for Off-site Overheads
and Profit;
23208345_6 | page 18
(b) The prices and rates in the Schedule of Prices are ☐ (select one to apply, (i), (ii), (iii), or (iv))
exclusive of Off-site Overheads and Profit and the
allowance for Off-site Overheads and Profit to be
added in accordance with 9.3.10 is:
(i) Agreed percentage: ☐ (%)
(ii) As nominated in the Schedule of Prices; ☐

(iii) As nominated in the Contractor’s tender; ☐
(iv) A reasonable percentage. ☐
9.3.11 For time-related Cost, the Working Day rate in (select one to apply, (a), (b), (c), or (d))
compensation for time-related On-site Overheads and
Off-site Overheads and Profit in relation to an
extension of time to be applied in accordance with
9.3.11 is:
(a) Agreed rate per Working Day: ☐ ($)
(b) As nominated in the Schedule of Prices; ☐
(c) As nominated in the Contractor’s tender; ☐
(d) Reasonable compensation. ☐
9.3.15 For processing of Variations, the percentage to be (select one to apply, (a), (b), (c), or (d))
paid in accordance with 9.3.15 is:
(a) Agreed percentage: ☐

(b) As nominated in the Schedule of Prices; ☐
(c) As nominated in the Contractor’s Tender; ☐
(d) The reasonable Cost of processing Variations. ☐
10. TIME FOR COMPLETION

10.2 Due Date for Completion
10.2.1 The Due Dates for Completion are:
(a) For the Contract Works:
(b) For any Separable Portions: Separable Portion Due Date for
Completion
SP1 ( Building A) [As per Master

Programme]
SP2 (Building B) [As per Master

Programme]
SP3 (Building C & [As per Master

Pavilion Building, and Programme]
balance of the Contract
Works)
10.3 Extension of time

10.3.7 Time-related Costs $[insert] per Working Day [Drafting note: to
allow different rates for different phases of
the project – e.g. when cranes and when not
cranes]
23208345_6 | page 19
10.4 Practical Completion Certificate

10.4.5 Prior to issue of the Practical Completion Certificate: (Select one to apply, (a), (b), or (c))
(a) Producer Statements in the form of Schedule 6 ☑
are required;
(b) Producer Statements as set out in the following ☐
parts of the Contract are required:
(c) Producer Statements are not required. ☐
10.5 Damages for late completion
10.5.1 Liquidated damages shall be applied as follows:
• In respect of the Contract Works:
• In respect of any Separable Portion(s):
LD's per calendar day for each month following the Due Date for Practical Completion:
Month 1 Month 2 Month 3 Month 4 Month 5
and
following
Separable Portion 1 - Basement LD

Carpark & Building A holiday $3,457 $6,914.37 $9,219.16 $11,524
LD
Separable Portion 1 - Building B holiday $2,267 $4,534.19 $6,045.59 $7,557
Separable Portion 1 - Building C & LD

Pavillion holiday $3,014 $6,027.95 $8,037.26 $10,047
10.6 Bonus for early completion

10.6.1 Is a bonus to be payable? No
• If yes, the bonus for the Contract Works is:

• If yes, bonuses for any Separable Portions are:
11. DEFECTS LIABILITY

11.1 Defects Notification Period
The Defects Notification Period shall be:
(3 Months unless otherwise stated)
• For the Contract Works: 12 Months
• For any Separable Portions: The period that commences on the date of
Practical Completion of the Separable
Portion and ending 12 Months after the date
that the whole of the Contract Works has
achieved Practical Completion, plus any
extension under 11.1(b).
11.3 Final Completion Certificate

11.3.2 Prior to issue of the Final Completion Certificate: (select one to apply, (a), (b), or (c))
23208345_6 | page 20
(a) Producer Statements in the form of Schedule 6 ☑

are required;
(b) Producer Statements as set out in the following ☐
parts of the Contract are required:
(c) Producer Statements are not required. ☐
(d) As-built drawings and operation and maintenance ☑
manuals required under 5.20.1 in final form in
accordance with 5.20, and fully meeting the
requirements of 5.20.2 and 5.20.3 (including the
number of copies required under 5.20.3(d))
11.5 Warranties
11.5.1 (select one to apply, (a) or (b))
(a) No warranties are required; ☐
(b) The Contractor shall provide warranties as set out ☑
in the Contract for the following items of work: • By Subcontractors: as required under
4.1.4 and in the relevant form set out in
Schedule 13 (Part A); an
• By the Contractor: in accordance with the
relevant form set out in Schedule 13
(Part C).
The duration of the warranties shall be from
Practical Completion of a Separable Portion
or of the whole of the Contract Works, as
applicable, through to the expiry of the period
as set out in the Preliminary and General
Specifications (such period being calculated
from Practical Completion of the whole of the
Contract Works).
11.6 Guarantees
11.6.1, (select one to apply, (a) or (b))
11.6.2
(a) No guarantees are required; ☐
(b) The Contractor shall provide guarantees as ☑ Subcontractor continuity guarantees in
follows: the relevant form set out in Schedule 13 (Part
B) are required as set out in 4.1.5.
12. PAYMENTS
12.1 Contractor’s payment claims
12.1.3(b) Advances for Materials delivered to the Site (select one to apply, (a) or (b))
(iii)
(a) Advances for Materials delivered to the Site but ☐
which have yet to be incorporated in the Contract
Works shall not be made;
(b) Advances for Materials delivered to the Site but ☑ Subject to the conditions in paragraph 1
of Annexure A (Part Three) and only in
which have yet to be incorporated in the Contract
respect of the following Materials:
Works shall be made, subject to the following [insert – from contractor’s tender or as
23208345_6 | page 21
conditions: agreed]
[Drafting note: during the preconstruction

period, a discrete list of any Materials will be
discussed and agreed. Otherwise, to be at
the sole discretion of Principal]
12.1.3(b) Advances for Temporary Works or Plant (select one to apply, (a) or (b))
(iv)
(a) Advances for Temporary Works or Plant shall not ☑
be made;
(b) Advances for Temporary Works or Plant shall be ☐
made, subject to the following conditions:
12.1.3(b) Advances for Materials not yet on Site (select one to apply, (a) or (b))
(iv)
(a) Advances for Materials not on Site shall not be ☐
made;
(b) Advances for Materials not yet on Site shall be ☑ Subject to the conditions in paragraph 2
of Annexure A (Part Three) and only in
made, subject to the following conditions:
respect of the following Materials:
[insert – from contractor’s tender or as
agreed]
[Drafting note: during the preconstruction

period, a discrete list of any Materials will be
discussed and agreed. Otherwise, to be at
the sole discretion of Principal]
12.3 Retention monies

12.3.1, The percentage to be retained from each progress (select one to apply, (a) or (b))
12.3.2 payment and the limit of the total sums retained shall
be in accordance with the following:
(a) For the Contract Works, a total retention of: ☐
• 10% on the first $200,000, and
• 5% on the next $800,000, and
• 1.75% on amounts in excess of
$1,000,000
• With a maximum total retention when
aggregated of $200,000, and
• With a defects liability retention of half
the total retention.
(b) The retention scale in the right hand column: ☑ For the Contract Works, a total retention
of:
• 10% on the first $200,000, and
• 5% on the next $800,000, and
• 1.75% on amounts in excess of
$1,000,000
With a defects liability retention of half
23208345_6 | page 22
the total retention

[Drafting note: the retention release to the
Contractor is not to occur until Practical
Completion of the whole of the Contract
Works. There is no release of retentions to
the Contractor on any earlier Practical
Completion of a Separable Portion].
12.3.3 Bond in lieu of retention (select one to apply, (a) or (b))
(a) The Contractor may provide a bond in lieu of ☐

retentions;
(b) The Contractor may not provide a bond in lieu of ☑
retentions.
12.8 Cost fluctuations (select one to apply, (a), (b), or (c))
(a) Cost fluctuations shall not be paid; ☑
(b) Cost fluctuations shall be paid in accordance with ☐
Appendix A;
(c) Cost fluctuations shall be paid in accordance with ☐
the method described in:
12.13 Goods and services tax
12.13.2 Payment Schedules provided by the Engineer: (select one to apply, (a) or (b))
(a) Shall not be in the form of a tax invoice; ☑
(b) Shall be in the form of a buyer created tax invoice ☐
and the parties agree not to issue any other tax
invoice for items covered by the Payment
Schedule.
13. DISPUTES
13.4 Arbitration
13.4.3 If required, the arbitrator shall be nominated by the The president for the time being of the
Arbitrators and Mediators Institute of New
following Person:
Zealand
15. SERVICE OF NOTICES

15.1.2 For the purpose of service of written notice:
(a) The address of the Principal is:
Postal address: PO Box 2071, Auckland 1140
Level 7, Vero Centre, 48 Shortland Street,
Delivery address:
Auckland, 1010
Mark for the attention of: [Greg Tolley]

For notices issued under 14.3, all notices
must also be marked for the attention of the
General Counsel.
Email address: greg.tolley@kp.co.nz
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Other agreed means of electronic communication

and address detail:
(b) The address of the Contractor is: [Insert]
Postal address:
Delivery address:
Mark for the attention of:
Email address:
and address detail:
(c) The address of the Engineer is: [Insert]
Postal address:
Delivery address:
Mark for the attention of:
Email address:
and address detail:
23208345_6 | page 24
Schedule 2 - Special Conditions of Contract -

Other Conditions of Contract
Clause numbers below refer to clauses in the General Conditions of Contract NZS 3910:2013, as amended
or supplemented by these Other Conditions of Contract.
The General Conditions of Contract are amended as follows:
1. Interpretation
1.2 Definitions
The following definitions where they are for the same word or expression appearing in 1.2 of the
General Conditions replace those definitions, and otherwise are additional definitions.
Authority means the government and any local body or authority having jurisdiction or authority in
respect of the Site, the Centre or the Contract Works, including the Council, and any Network Utility
Operator (as defined in the Resource Management Act 1991).
Broker means the broker referred to in 1.2 of the Specific Conditions.
Centre has the meaning given to it in 1.2 of the Specific Conditions.
Claim means any claim, action, demand, suit or proceeding (including by way of contribution or
indemnity):
(a) made in connection with this Contract, the Contract Works or the Project, including for
specific performance, restitution, payment of money (including damages), for an adjustment
to the Contract Price, additional Costs, a Variation, an extension of time or any other form of
relief or compensation; and
(b) whether for breach of contract (including breach of warranty), in tort (including negligence),
under an indemnity, under statute, in equity or otherwise at law.
Confidential Information means:
(a) the subject matter, and the terms and conditions of the Contract Documents; and
(b) for the Contractor as recipient, information that:
(i) has been or is acquired by the Contractor in anticipation of, or in connection with, the
performance of the Contract in circumstances that can reasonably be taken to
indicate such information is confidential;
(ii) is by its nature confidential;
(iii) is marked as 'confidential', 'in confidence', 'restricted' or 'commercial in confidence';
(iv) is provided by or on behalf of the Principal 'in confidence';
(v) the Contractor knows or ought to know is confidential; or
(vi) is of a sensitive nature or is commercially sensitive to the Principal, the Engineer, the
QS, or any other third party or the Project,
and any other information obtained directly or indirectly from or on behalf of the Principal, the
Engineer or the QS under or in connection with the Contract or the Project, including, without
limitation, any information relating to the financial position or business of the Principal, the
Engineer or the QS;
(c) for the Principal as recipient, information that:
(i) is the subject of a separate or express confidentiality commitment to the Contractor;
(ii) is marked as 'confidential', 'in confidence', 'restricted' or 'commercial in confidence';
(iii) is provided by or on behalf of the Contractor 'in confidence'; or
(iv) the Principal knows is confidential; including, without limitation, any information
relating to the financial position or business of the Contractor.
23208345_6 | page 25
Contract Documents means the documents listed or referred to in the Contract Agreement.
Contract Material means all material brought or required to be brought into existence by the
Contractor or its Personnel as part of, or for the purpose of, performing the Contract Works including,
but not limited to, documents, equipment, reports, technical information, plans, charts, drawings,
specifications, calculations, tables, schedules, data (stored by any means) and books of account and
operating records.
Contractor’s Bond means the bond, including any replacement, under 3.1 (and Contractor’s
Bonds should be construed accordingly).
Contractor’s Guarantor means the Person referred to in 1.2 of the Specific Conditions.
Date of Acceptance of Tender means the date of this Contract.
Exceptional Weather means rain or wind conditions at the Site which is exceptional for the location
and not reasonably able to be contemplated by a prudent and experienced contractor with a history
of working in and around the same locale as the Site, and above the 75th percentile for such
conditions over the past 5 years (as determined from the records of The National Institute of Weather
and Atmospheric Research (NIWA) at their weather station closest to the Site).
General Conditions means sections 1 – 15 of NZS 3910: 2013 as supplemented and amended by
the Special Conditions of Contract.
Good Industry Practice means practices, procedures, methods, specifications and standards
followed when services are performed and works are undertaken:
(a) with the degree of skill, care, diligence, prudence and foresight that would reasonably and
ordinarily be expected to be observed by a skilled, diligent, competent and experienced
contractor engaged in the same discipline as the Contractor and experienced in carrying out
activities of the same discipline as the Contract Works in the same or similar circumstances;
(b) in a sound and workmanlike manner;
(c) in a safe and prudent manner;
(d) in compliance with all applicable licences (as defined in 5.11.2) and Legislation and the
requirements of each Authority; and
(e) in accordance with all applicable Standards.
Goods and Services Tax or GST means goods and services tax payable under the Goods and
Services Tax Act 1985.
H&S Legislation means any legislation that regulates health and safety being, at the Date of
Acceptance of Tender, the Health and Safety at Work Act 2015 and includes all approved codes of
practice under such legislation.
Health and Safety Information has the meaning given in 5.7.5.
Insolvency Event occurs in respect of a Person, when that Person:
(a) becomes bankrupt;
(b) goes into liquidation;
(c) has a receiver, administrator or statutory manager appointed;
(d) is insolvent or unable to pay its indebtedness as it falls due;
(e) stops or suspends, or threatens to stop or suspend, payment of any of its indebtedness, or
begins negotiations or takes any proceedings to reschedule any of its indebtedness;
(f) makes, or proposes to make, an assignment, arrangement, moratorium or composition with,
or for the benefit of, its creditors in respect of or affecting any of its indebtedness; or
(g) something having a substantially similar effect to (a) to (f) happens in connection with that
Person under the law of any jurisdiction.
Intellectual Property means Moral Rights, patents, registered designs, petty patents, utility models,
trade marks (including logos and trade dress), domain names, copyright, circuit layouts, rights in
computer software, models and databases, rights in inventions, know-how and business process and
23208345_6 | page 26
methods, (in each case) whether registered or unregistered (including applications for the grant of
any of the foregoing) and all rights or forms of protection that are capable of intellectual property
protection under Legislation or otherwise at law.
Key Person Amount means the relevant amount specified in the Specific Conditions applicable to a
Key Person.
Key Personnel means the personnel nominated in the Specific Conditions or any replacement
accepted by the Principal under 5.2A (and Key Person shall be construed accordingly).
Land has the meaning given to it in 1.2 of the Specific Conditions.
Legislation means all acts, statutes, ordinances, regulations and other subordinate legislation, the
by-laws of any Authority and any codes of practice or similar documents published by a government
ministry or agency that manages or oversees any act or statute.
Moral Rights has the meaning given under Part 4 of the Copyright Act 1994 and any corresponding
or similar rights granted under any other laws anywhere in the world.
Notifiable Event has the meaning given to that term in the Health and Safety at Work Act 2015.
Other Conditions means Schedule 2 – Special Conditions of Contract – Other Conditions of
Contract.
Permitted Security Interest means:
(a) a Security Interest granted by the Principal in favour of its bank or banks or an agent or
trustee acting on their behalf; or
(b) a Purchase Money Security Interest where the Principal is the lessor or bailor.
Purchase Money Security Interest has the meaning given to that term in the Personal Property
Securities Act 1999.
Personnel means, in relation to a party, the officers, employees, contractors (including consultants
and suppliers) or agents of that party and:
(a) in case of the Contractor includes the Subcontractors and their respective officers,
employees, contractors (including consultants and suppliers) and agents; and
(b) in the case of the Principal, excludes the Engineer or the Engineer’s Representative (other
than to the extent either of them are acting as the Principal’s agent under this Contract), the
Contractor and its Subcontractors and each of their officers, employees, contractors
(including consultants and suppliers) and agents.
Preconstruction Services means all work, services and other activities performed by or on behalf of
the Contractor, and all other obligations of the Contractor arising, under the Preconstruction Services
Agreement.
Preconstruction Services Agreement means the agreement of that name entered into by the
Principal and the Contractor on or about [insert] 2021.
Price TBC items has the meaning given to it in 2.2.6(a) of the Other Conditions.
Principal’s Material means all documents, drawings, specifications, reports, information and other
things of the Principal provided, produced or supplied or made available to the Contractor by or on
behalf of the Principal in connection with the Project including documents, drawings, specifications,
reports, information and other things of the Principal provided, produced, supplied or made available
before the date of this Contract.
Project is the project referenced in the Details section to this Contract, as that project is further
described in the Contract Documents.
Project Manager means the Person nominated in 1.2 of the Specific Conditions.
QS means the Person nominated in 1.2 of the Specific Conditions.
Recordable Incident means an incident of which is required to be recorded under H&S Legislation.
Security Interest includes a security interest (within the meaning of section 17(1) of the Personal
Property Securities Act 1999), any mortgage, pledge, lien or charge or any security or preferential
interest or arrangement of any kind made to secure the payment of money or the performance of an
23208345_6 | page 27
obligation. It includes anything which gives a creditor priority to other creditors with respect to any
asset.
Site has the meaning given to it in 1.2 of the Specific Conditions.
Special Conditions of Contract means Schedule 1 – Special Conditions of Contract – Specific
Conditions of Contract and Schedule 2 – Special Conditions of Contract – Other Conditions of
Contact.
Specific Conditions means Schedule 1 – Special Conditions of Contract – Specific Conditions of
Contract.
Standards means:
(a) relevant standards or codes specified in or reasonably inferred from the Contract; or
(b) if the Contract is silent as to the standard or code to apply, relevant standards or codes
published by Standards New Zealand or where no applicable New Zealand Standard exists,
relevant standards or codes published by Standards Australia.
Title Documents has the meaning given to it in 1.2 of the Specific Conditions.
Title Restrictions means those easements, covenants, leases and other interests, registered
against the title to the Site as at the Date of Acceptance of Tender, as appearing in the Title
Documents.
Variation means:
(a) an order of the Engineer under 9.1.1 that satisfies all of the conditions in 9.1.6; and
(b) any other matter which is expressly stated under the Contract to be a Variation or to be
treated as a Variation by the Contract.
Working Day means any Day other than a Saturday, Sunday, public holiday (in Auckland) or any
day within the period from 24 December to 5 January both inclusive irrespective of the days on which
work is actually carried out.
1.3 General
1.3.8 Clause 1.3.8 is deleted and new 1.3.8 - 1.3.24 are inserted as follows:
1.3.8 A reference to an Act, statute, ordinance, code or other law includes regulations and other
instruments under it.
1.3.9 No rule of construction (including the contra proferentem rule) applies to the interpretation of the
Contract to the advantage or disadvantage of any one party on the basis that a party prepared the
Contract or any relevant part of it.
1.3.10 The words “including”, “for example” or “such as” when introducing an example, do not limit the
meaning of the words to which the example relates to that example or examples of a similar kind.
1.3.11 The meaning of “or” will be that of the inclusive, being one, some or all of a number of possibilities.
1.3.12 Where a word or expression is defined in the contract e.g. Authority, other parts of speech and
grammatical forms of that word or expression have a corresponding meaning e.g. Authorities.
1.3.13 A reference to a document (including this Contract) includes any variation or replacement of it.
1.3.14 A reference to a clause, annexure or schedule is a reference to a clause or annexure or schedule to
the Contract.
1.3.15 A reference to a particular person includes the person’s executors, administrators, successors,
substitutes (including persons taking by novation) and assigns.
1.3.16 A reference to a body or authority includes a reference, if that body or authority cease to exist, to the
body or authority which has substantially the same functions and objects as the first body or
authority.
1.3.17 An agreement, representation or warranty in favour of two or more persons is for the benefit of them
jointly and each of them individually.
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1.3.18 An agreement, representation or warranty by two or more persons binds them jointly and each of the
individually.
1.3.19 A reference to a group of persons or things is a reference to any two or more of them jointly and to
each of them individually.
1.3.20 A reference to anything (including any amount) is a reference to the whole and each part of it.
1.3.21 The expression “to the extent permitted by law” means to the fullest extent that is permitted by law.
1.3.22 A reference in the Contract to the Contractor’s “tender” shall, except where inconsistent with the
context, mean the last offer made by the Contractor under the Preconstruction Services Agreement
in connection with entering into this Contract.
1.3.23 A reference in the Contract to “margin” means Off-site Overheads and Profit, except where
inconsistent with the context.
1.3.24 A reference in the Contract to “P&G”, “Preliminary and General” or “preliminaries” means On-site
Overheads, except where inconsistent with the context.
1.5 Computation of time

Insert the following at the end of the paragraph:
If the date on or by which an act must be done under Contract is not a Working Day, the act must be
done on or by the next Working Day.
2. The Contract
2.2 Lump sum contract
Clause 2.2.2 is deleted and replaced with the following:
2.2.2 Any schedule of prices (including any trade summary and any schedule of quantities) is included as a
Contract Document for the purposes only of:
(a) identifying Price TBC items and provisional sums under 2.2.6 and 12.9 respectively;
(b) assisting the Engineer in valuing Variations under Section 9; and
(c) assisting the Engineer in valuing Contractor’s claims for payment under Section 12,
and for no other purpose. The Principal does not warrant that any quantities included in the Schedule
of Prices (or in any trade summary or schedule of quantities) are complete or accurate and the
Contractor is entirely responsible for satisfying itself about such things. If any discrepancy is
disclosed in the Schedule of Prices (or in any trade summary or schedule of quantities) the Engineer
or the Principal must notify the other. The Contractor is not entitled to make any Claim against the
Principal arising out of, or in connection with, any errors, omissions, ambiguities, inconsistencies,
inaccuracies or discrepancies in the Schedule of Prices (or in any trade summary or schedule of
quantities) or otherwise in respect of any aspect of the Schedule of Prices (or in any trade summary
or schedule of quantities) that causes or contributes to the Contractor to be delayed or to incur more
Costs.
Clauses 2.2.3 to 2.2.5 are deleted.
New 2.2.6 is inserted as follows:
2.2.6
(a) In addition to Provisional Sum items, the parties acknowledge that the lump sum Contract
Price includes for parts of the Contract Works which have not yet been confirmed by the
parties on a fixed price basis (Price TBC items). The Price TBC items, and relevant
allowance(s) for the Price TBC items, are identified in the trade summary included in
Annexure A (Part One). As at the date of this Contract, the Contract Price includes:
(i) full allowance for On-site Overheads for and in connection with the scope of works
covered by the Price TBC items; and
(ii) full allowance for Off-site Overheads for and in connection with the scope of works
covered by the Price TBC items.
23208345_6 | page 29
(b) The Contractor must, as soon as possible after the date of this Contract, comply with the
process set out in Annexure A (Part Two) for the purposes of fixing the prices of the Price
TBC items. The Contractor must comply with its obligations under Annexure A (Part Two)
expediently and so as not to cause any delay or disruption to the Contract Works.
(c) The amount payable to the Contractor in respect of the Price TBC items shall be varied by
the substitution of the allowance(s) in Annexure A (Part One) for the Price TBC items by the
aggregate of the prices agreed by the parties pursuant to the processes set out in Annexure
A (Part Two).
(d) Despite any other provision of this Contract, and regardless of the Cost to the Contractor of
performing the Price TBC items (whether individually or in aggregate), there shall be no
adjustment or entitlement whatsoever for:
(i) On-site Overheads for or in connection with the Price TBC items; or
(ii) Off-site Overheads for and in connection with the scope of works covered by the
Price TBC items.
2.7 Documents prepared by the Engineer or Principal

2.7.4 Deleted and replaced with the following:
(a) If after the Date of Acceptance of Tender a discrepancy is discovered within the Contract
Documents (other than the Schedule of Prices), the party discovering that discrepancy must
immediately notify the other party and the Engineer of that discrepancy.
(b) The Principal (or the Engineer on the Principal’s behalf) and the Contractor, all acting
reasonably, shall endeavour to resolve the discrepancy within such period of time as is
reasonable having regard to the Due Date(s) for Completion.
(c) Where the Principal and the Contractor are unable to resolve a discrepancy between them
the matter shall be referred to the Engineer for determination. The Engineer shall respond by
way of written determination as soon as practicable but in any event within 10 Working Days
of the discrepancy being notified to the Engineer.
(d) Unless either party, by reference to the processes in Section 13, disputes the determination
of the Engineer within 5 Working Days of receiving the Engineer’s determination the
determination of the Engineer shall be final and binding on the Contractor and the Principal.
(e) The rules for resolution and determination of any discrepancy within the Contract Documents
are as follows:
(i) first, the Contract Documents are to be read as cumulative of the Contractor’s
obligations;
(ii) secondly, where a performance requirement of one part of the Contract contains a
more onerous obligation (for instance, in terms of quality, performance, product,
material, workmanship or finish) on the Contractor than another, the more onerous
obligation will, unless otherwise agreed by the Engineer, prevail;
(iii) thirdly, in relation to Drawings:
(A) figured dimensions prevail over scaled dimensions;
(B) drawings showing particular parts of the Contract Works prevail over drawings
that are for a more general purpose;
(C) set out architectural drawings will prevail over specific design drawings; and
(D) drawings specific to a design discipline prevail (with respect to that design
discipline) over other drawings;
(iv) fourthly, if the discrepancy, inconsistency or ambiguity has not been resolved by
applying the above rules, a Contract Document appearing higher in the list of
Contract Documents set out in clause 6 of the Contract Agreement will prevail over a
Contract Document appearing lower in the said list; and
(v) finally, if the matter has not been able to be resolved by applying the above rules, the
Engineer will determine the matter.
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(f) Neither the Contractor nor the Principal is entitled to suspend the performance of any
obligations because a discrepancy has been identified or has been referred to the Engineer
or has been referred for resolution under Section 13.
2.8 Documents prepared by the Contractor

2.8.2 Delete the second sentence of the clause and substitute with the following:
All such documents in electronic and hard copy form shall be the property of the Principal and shall
not be copied or used by or on behalf of the Contractor for any purpose other than the Contract.
2.9 Assignment
Clause 2.9.1 is amended by addition of the words “Subject to 2.9.4” at the beginning of the clause.
A new clause 2.9.4 is inserted as follows:
2.9.4 The Principal may assign any of its rights under this Contract, to any mortgagee or transferee of the
Principal’s title to the Land without the Contractor’s prior consent.
2A – Warranties
A new section 2A is inserted as follows:
2A.1 Construction Experience and Buildability

The Contractor warrants and undertakes to the Principal that:
(a) the Contractor is experienced in the construction of projects containing elements similar to
the elements comprising the Contract Works;
(b) the Contractor has reviewed the documents, things and requirements comprising the
Contract Documents; and
(c) the Contract Works are buildable in accordance with the Contract Documents.
2A.2 Construction Obligations

The Contractor warrants and undertakes to the Principal that the Contractor:
(a) without limiting any warranty or representation given under this Contract, repeats and affirms
the warranties and representations given as part of the Preconstruction Services;
(b) has taken into consideration all information which is relevant to the risks, contingencies and
other circumstances which would in any way affect the Contract Works including that it has
carried out all investigations, obtained all information and made all enquiries necessary which
would be taken into consideration by a prudent and experienced contractor exercising Good
Industry Practice, and including as otherwise known to the Contractor;
(c) subject to the process that is to apply in respect of the Price TBC items, has fully examined,
informed and satisfied itself as to the quantities, extent and availability of Materials, Plant,
Temporary Works, personnel and all other resources required for the Contract Works;
(d) has fully examined, informed and satisfied itself as to the means of access to the Site and
transport facilities for deliveries to and from the Site and for the removal of any waste or spoil
from the Site;
(e) has read and reviewed all information provided to it by the Principal about the Site and the
conditions on, under and about the Site and has made its own inquiries, including review of
archival and other records which are publicly available;
(f) has reviewed and satisfied itself of the accuracy and completeness of all quantities described
in the Schedule of Prices including those quantities which may have been estimated and
provided by the Principal or any consultant to the Principal;
(g) has fully examined, informed and satisfied itself of the requirements of all Authorities and the
implications of obtaining and complying with all licences (as defined in 5.11.2) applicable to
the Contract Works; and
(h) subject to the process that is to apply in respect of the Price TBC items, is satisfied that the
Contract Price is sufficient to cover the cost of performing all of its obligations under and in
23208345_6 | page 31
connection with the Contract and all things and matters required for the due and proper and
punctual performance of the construction and completion of the Contract Works.
2A.3 Building Act

(a) Whether or not this Contract is a contract to which section 362I of the Building Act 2004
applies, the warranties set out in section 362I are implied into this Contract and are taken to
form part of this Contract, and for this purpose:
(i) ‘building work’ under section 362I shall be taken to mean ‘Contract Works’; and
(ii) ‘materials’ under section 362I shall be taken to mean ‘Materials’.

(b) Where the Contractor has breached any of the warranties implied into this Contract under
clause 2A.3(a), and the Principal has been called upon by any third party to remedy that
breach under section 362M of the Building Act, the Contractor agrees that it will remedy that
breach in the same manner and in accordance with the same requirements that the Principal is
required to do so by that third party.
(c) Where the Contract Works (or any part thereof) are defective, and the Principal has been
called upon by any third party to remedy that defect under section 362Q of the Building Act,
the Contractor agrees that it will remedy that defect in the same manner and in accordance
with the same requirements that the Principal is required to do so by that third party.
(d) The Contractor indemnifies the Principal in respect of:
(i) any loss or damage suffered or incurred by the Principal in connection with a breach
of any of the warranties implied under clause 2A.3(a), including loss or damage
suffered or incurred by the Principal:
(A) in respect of any third party proceedings taken against the Principal under
section 362J of the Building Act; and
(B) under section 362N(2) or 362N(3) of the Building Act,
in either case which the Principal would not have incurred but for that breach;
(ii) loss or damage suffered or incurred by the Principal in connection with a breach by
the Contractor of clause 2A.3(b), and for any liability the Principal has to a third party
under section 362M(3) of the Building Act which the Principal would not have incurred
but for that breach; and
(iii) loss or damage suffered or incurred by the Principal in connection with a breach by
the Contractor of clause clause 2A.3(c), and for any liability the Principal has to a third
party under section 362Q(5) of the Building Act to the extent that the liability arises out
of a defect in the Contract Works.
(e) Nothing in this clause 2A.3 limits or derogates from:
(i) any obligation or liability of the Contractor to the Principal under any other provision of
this Contract; or
(ii) the Principal’s remedies against the Contractor under any other provision of this
Contract,
and nothing in any other provision of this Contract limits or derogates from:
(iii) any of the Contractor’s obligations and liabilities to the Principal under this clause 2A.3;
or
(iv) any of the Principal’s remedies against the Contractor under this clause 2A.3.
3. Bonds
3.1 Contractor's bond
Clause 3.1.2 is deleted and replaced with the following:
3.1.2
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(a) The Contractor shall provide the Principal with a Contractor’s Bond that complies with 3.1
within 10 Working Days of the date of the Contract Agreement.
(b) The Contractor’s Bond must:
(i) be for the amount stated in the Specific Conditions;
(ii) be in the form set out in Schedule 3; and
(iii) be issued by a registered bank (as that term is defined in the Reserve Bank of New
Zealand Act 1989) with a Standard & Poors (or equivalent) long term unsecured
credit rating of AA- or higher, to be demonstrated to the Principal's satisfaction.
(c) If the credit rating of the issuer is at any time lower than that required by 3.1.2(b)(iii), then the
Contractor must, within 10 Working Days of such event becoming known to the Contractor,
provide the Principal with a replacement Contractor’s Bond which meets the requirements of
this 3.1. The Principal agrees to release the existing Contractor’s Bond upon receipt of a
replacement Contractor’s Bond which meets the requirements of this 3.1.
3.1.3 The following is deleted and replaced with the following:
The Contractor’s Bond shall not include an expiry date unless agreed to by the Principal. Where any
Contractor’s Bond contains an expiry date then the Contractor shall provide a replacement bond no
less than 1 Month prior to that expiry date. If the Contractor fails to provide a replacement bond
within the timeframe then the Principal may convert the bond held by the Principal into cash for the
full amount and hold the proceeds on the same basis as set out in the bond.
Clauses 3.1.6 to 3.1.9 (both inclusive) are deleted and replaced with:
3.1.6
(a) The Principal may make a demand under, and use the proceeds of, any Contractor’s Bond:
(i) if the Principal, acting reasonably, believes that the Contractor is in breach of this
Contract;
(ii) in respect of any Claim that the Principal believes, acting reasonably, that it has
against the Contractor under or in connection with the Contract or the Contract
Works;
(iii) in respect of any amount that is due and payable by the Contractor to the Principal
under or in connection with the Contract or the Contract Works;
(iv) upon the Principal resuming possession of the Site or terminating the Contract under
14.2; or
(v) where an Insolvency Event occurs in respect of the Contractor or the Contractor’s
Guarantor.
(b) The Contractor is not entitled to interest on the cash proceeds of a Contractor’s Bond if the
Principal has called on a Contractor’s Bond in circumstances where the Principal was entitled
to do so.
3.1.7 Subject to the Principal’s rights under 3.1.6, and provided that the Principal is not making a claim
against the relevant Contractor’s Bond, then upon Practical Completion of the whole of the Contract
Works being certified under the Contract, the Contractor is entitled to require and the Principal must
return, the Contractor’s Bond to the Contractor within 10 Working Days of the request.
3.3 Parent company guarantee

A new 3.3 is inserted as follows:
3.3.1 This 3.3 shall apply where a parent company guarantee is required by the Special Conditions of
Contract.
3.3.2 The Contractor shall, within 10 Working Days of the Date of Acceptance of Tender:
(a) deliver to the Principal a parent company guarantee, duly executed by the Contractor’s
Guarantor, in the form set out in Schedule 17; and
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(b) if the Contractor’s Guarantor is an entity incorporated outside New Zealand, also provide a
letter from that Contractor’s Guarantor’s solicitors, in a form acceptable to the Principal,
confirming that the parent company guarantee has been duly completed and executed by the
Contractor’s Guarantor and is binding upon the Contractor’s Guarantor in accordance with its
terms.
3.3.3 No payment otherwise due under the Contract shall become payable until the Contractor has fully
complied with 3.3.2(a) and (b).
3.3.4 If the parent company guarantee is not executed and delivered to the Principal in accordance with
3.3.2(a) including within the required time, along with the letter required under 3.3.2(b) (if applicable),
then without limiting 3.3.3 the Principal shall be entitled to instruct the Engineer to suspend the
Contract Works under 6.7 and/or treat such failure as a default by the Contractor under 14.2.
4. Subcontracts
4.1 General
The following is added to clause 4.1.3:
Without limiting the foregoing, the Contractor agrees that it is liable for the acts, defaults, omissions
and negligence of any Subcontractor and its Personnel as fully as if they were those of the
Contractor.
New clauses 4.1.4 and 4.1.5 are added as follows:
4.1.4 Requirements for subcontracts

For each subcontract entered in to or proposed to be entered in to by the Contractor, each of the
following apply:
(a) the terms and conditions of engagement of a Subcontractor must:
(i) be on terms and conditions which are not inconsistent with this Contract;
(ii) oblige the Subcontractor to enter into both the Subcontractor’s Continuity Guarantee
(where required under 4.1.5) and the Deed of Subcontractor’s Warranty referred to in
11.5.2 in favour of the Principal; and
(iii) prohibit any assignment of the subcontract by the Subcontractor and prohibiting any
further subcontracting without the prior approval of the Engineer; and
(b) the Subcontractor must acknowledge, in writing, that the Subcontractor is deemed to have
fully read and understood this contract and that they have been given the opportunity to review
the relevant portions of this contract if so requested by them.
4.1.5 Subcontractors’ Continuity Guarantee

(a) The Contractor must, as soon as practicable after the engagement of any Subcontractor with
a subcontract price of more than $100,000, provide the Engineer with a copy of the
agreement applying to the subcontract and a Subcontractor’s Continuity Guarantee in favour
of the Principal to be in the form appearing in Schedule 13 (Part B). Where the Contractor
enters more than one subcontract with a Subcontractor, this clause shall apply to the
aggregate of all subcontract prices in relation to that Subcontractor.
(b) The Principal shall not be obliged to make any progress payment to the Contractor for an
amount claimed by a Subcontractor until the Contractor has complied with the requirements
of this clause.
5. General Obligations
5.1 General responsibilities
5.1.1 The following is inserted at the end of clause 5.1.1:
Without limiting the foregoing, the Contractor shall carry out and complete the Contract Works:
(a) using suitably qualified and experienced Personnel;
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(b) in compliance with all applicable licences (as defined in 5.11.2), Legislation and the
requirements of all Authorities;
(c) in accordance with Good Industry Practice;
(d) in accordance with the Drawings and Specifications;
(e) in accordance with the other requirements of the Contract; and
(f) regularly and diligently and so that Practical Completion of the whole of the Contract Works
and each Separable Portion is achieved by no later than the relevant Due Dates for
Completion.
The Contractor must ensure that, as at the date of Practical Completion, the Contract Works or
Separable Portion fully comply with this Contract including the requirements in this 5.1.1(a) to (e).
5.1.6 Delete clause 5.1.6 and replace with the following:
5.1.6
(a) Neither the Principal nor its Personnel has made any representation or warranty as to, and
does not assume any duty of care in respect of, the accuracy, reliability or completeness of
the Principal’s Material.
(b) The Contractor agrees that:
(i) the Principal’s Material does not form part of this Contract and the Contractor has not
relied on any representations of the Principal in regard to that information in choosing
to enter into this Contract;
(ii) it has had sufficient time to thoroughly review the Principal’s Material before entering
into the Contract to reach its own conclusions as to the accuracy, reliability or
completeness of the Principal’s Material and has further made its own enquiries and
investigations of the Principal’s Material; and
(iii) it is not entitled to make any Claim against the Principal, and the Principal shall have
no obligation or liability to the Contractor arising out of, or in connection with, or the
reliance by the Contractor upon, the Principal’s Material.
(c) Clauses 5.1.6(a) and (b) do not apply to the Drawings and Specifications prepared by the
Principal or any of its Personnel and included in the Contract or issued after the Date of
Acceptance of Tender for the purposes of the Contract Works.
Insert a new 5.2A
5.2A Key Personnel

(a) The Contractor must ensure that the Key Personnel are dedicated to the Project in their
nominated roles and for their nominated periods (being the periods tendered or otherwise
advised by the Contractor prior to the Date of Acceptance of Tender).
(b) The Contractor may only replace a Key Person:
(i) if the Principal directs the substitution of the Key Person under 5.2A(d);
(ii) where the Contractor proposes such replacement as being, in the particular
circumstances, best for the Project and the Principal agrees with the proposal and
consents to the replacement (at is entire discretion);
(iii) if the Key Person dies, or otherwise suffers from ill health or some serious domestic
problem such that they are required to cease work or take leave for a protracted
period;
(iv) if the Key Person retires or permanently resigns from the employment of the
Contractor (except where that Key Person is subsequently engaged by a Group
Company) or Group Company (where a Group Company is a ‘related company’ as
defined in the Companies Act 1993, or a company in a ‘group’ as defined in the
Financial Reporting Act 2013); or
(v) if the Key Person’s work in respect of the Contract Works has been completed.
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(c) If a Key Person is unable to undertake the Contract Works due to the circumstances
described in 5.2A(b)(iii) or 5.2A(b)(iv), or a Key Person is proposed to be replaced by the
Contractor under 5.2A(b)(ii), the Contractor must notify the Principal immediately, including
the proposed replacement. The proposed replacement must be:
(i) of no lesser skill, experience and expertise to the person he or she is replacing;
(ii) available to immediately commence undertaking the relevant role on the Project and
for the remaining nominated periods;
(iii) acceptable to the Principal (at its entire discretion); and
(iv) provided at no additional charge.
(d) The Principal may, at its entire discretion, give notice requiring the Contractor to remove a
Key Person from work in respect of the Contract Works. The Contractor is to promptly
arrange for the removal of that Key Person and their replacement in accordance with 5.2A(c).
(e) If:
(i) the Contractor replaces a Key Person in breach of this 5.2A; or
(ii) a Key Person has not been dedicated to the Project in their nominated roles and for
the nominated periods,
then the Contractor must pay to the Principal the relevant Key Person Amount for each week
(including any part of a week) until such default above is rectified. An amount payable by the
Contractor to the Principal under this clause 5.2A(e) is payable upon demand and may be
deducted by the Principal in any payment schedule.
(f) The Principal declares, and the Contractor accepts, that, in respect of the Key Personnel:
(i) the selection of the Contractor by the Principal for undertaking the Contract Works
was and is reliant upon the availability of the Key Personnel in their nominated roles
and for the nominated periods as a fundamental term of the Contract;
(ii) in lieu of the Principal including a right of termination of the Contract for breach of this
fundamental term, and the consequential right of claim for general damages
consequent upon such termination, the parties have agreed to the Contractor’s
liability to pay to the Principal the relevant Key Person Amounts in the circumstances
described under 5.2A(e);
(iii) the Key Person Amounts have been agreed in good faith and are not a penalty; and
(iv) the Key Person Amounts represent an amount less than a pre-estimate of loss or cost
which the Principal would likely suffer or incur in the absence of the relevant Key
Person..
(g) The removal or replacement of any Key Person, and the payment of any Key Person
Amount, in accordance with this 5.2A does not relieve the Contractor of any of its
responsibilities under the Contract.
5.4 Possession of the Site

(a) The Contractor will be given non-exclusive possession of the relevant parts of the Site from
the date provided in, and in accordance with, the Special Conditions of Contract, subject to:
(i) the prior receipt by the Principal of all necessary licences (as defined in 5.11) that are
required pursuant to any Legislative Requirement or the requirements of any
Authority in order for the Contract Works to commence on-Site;
(iii) the prior receipt by the Principal of certificates of currency of insurance for all
insurance policies required to be effected and maintained by the Contractor pursuant
to this Contract;
(iv) the prior provision to the Principal of the Contractor’s Bond under 3.1;
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(v) the prior provision to the Principal of the parent company guarantee under 3.3.2(a),
duly executed by the Contractor’s Guarantor, and the letter under 3.3.2(b) (if
applicable);
(vi) the Engineer having accepted the Contractor’s programme under 5.10.1; and
(vii) the prior receipt by the Principal of evidence satisfactory to the Principal that the
Contractor has in place a health and safety management system in accordance with
5.7.4.
(b) Without limiting the Contractor’s responsibility for health and safety on and security of the
Site, the Contractor acknowledges and agrees that:
(i) it will have a non-exclusive right of access and egress to the Site for the purposes of
carrying out the Contract Works;
(ii) use of the Site will confer on the Contractor a right to only such use and control of the
Site as is necessary to enable the Contractor to carry out the Contract Works; and
(iii) such access is subject to any limits described in the Contract.
(c) The Contractor must follow the reasonable directions of the Engineer and the Principal in
connection with the use of and access over and across any parts of the Site which are not
being actively worked on as part of the Contract Works.
(d) The Contractor must not enter onto any other property except in accordance with the rights
and obligations applying to accessing such property.
(e) The Contractor must comply with the conditions in 5.4.1 at all times while it requires access
to the Site. If, at any time, the Contractor fails to meet any condition in 5.4.1 the Engineer
may refuse the Contractor’s further access to the Site unless and until those conditions have
been met. The Contractor is not entitled to make any Claim against the Principal arising out
of, or in connection with, the Engineer taking steps under this 5.4.1(e).
5.4.1A Insert a new 5.4.1A as follows:
5.4.1A In performing the Contract Works, the Contractor acknowledges and agrees:
(a) that the Centre will remain fully operational and the Principal and its invitees (including
tenants’ licensees and members of the public) will continue to occupy and use the Centre and
conduct their respective businesses from the Centre;
(b) that it shall access the Site in accordance with the directions of the Engineer and, without
limiting the foregoing, shall use its best endeavours to minimise and avoid disruption to the
operation of the Centre;
(c) that, without limiting 5.5, it shall cooperate with all Persons entitled to access the Centre or
the Site, including the Principal’s Representative, the Engineer, Separate Contractors and
other third parties notified by the Engineer to the Contractor; and
(d) to remove any Materials, Plant or other items from the Site as directed by the Engineer.
The Principal shall provide such access to the Land as is agreed between the Principal and the
Contractor in writing. The Contractor is responsible, at its own Cost, for arranging access (including
obtaining any necessary licences (as defined in 5.11.2)) to any adjoining property the Contractor
requires. The Principal is not required to give any further access over, or make available for use, any
further areas on the Land other than as specified in the Contract Documents or otherwise in writing in
accordance with this clause.
5.4.6 Add the following to the end of 5.4.6:
Any parts of the Centre not constituting the Site (or parts which are used or remain available for use
for the operation of the Principal’s business) is “adjoining property” for the purpose of 5.4.6.
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New clauses 5.4.7 to 5.4.10 are inserted as follows:

5.4.7 The Contractor shall:
(a) observe and perform the requirements of the Title Restrictions to the extent applicable to the
performance of the Contract Works or the occupation or use of the Site; and
(b) allow each Person with a right under a Title Restriction to exercise those rights in accordance
with the provisions of the Title Restriction.
5.4.8 The Contractor must, whenever directed by the Engineer, stop any part of the Contract Works which
are, in the opinion of the Engineer or the Principal, being undertaken in breach of 5.4.1, 5.4.1A, 5.4.4
or 5.4.7, and re-programme that work to be carried out at another time. Any such direction of the
Engineer or reprogramming work does not entitle the Contractor to make any Claim against the
Principal.
5.4.9 The Contractor:
(a) is responsible for programming the Contract Works so as to carry out those parts of the
Contract Works which are noisy, involve the use of percussion machines, vibration through
the structure or which in any other way would cause an unreasonable disturbance, disruption
or inconvenience to tenants or users of the Centre, outside of the Centre’s normal opening
hours, except to the extent agreed between the Principal and the Contractor in writing;
(b) must, if required by the Engineer, stop any part of the Contract Works that are, in the opinion
of the Engineer or the Principal, causing unreasonable disturbance or disruption or
inconvenience to the Principal and its tenants and their invitees and visitors of the Centre and
re programme that work to be carried out at another time that will not cause such disturbance
or disruption, whether or not such works are being carried out in accordance with any
agreement for same between the Principal and the Contractor in writing; and
(c) warrants and undertakes to the Principal that it has made allowance in the Contract Price and
its programme for complying with the requirements of the preceding sub clauses of 5.4 and
must not make any claim by Variation or for Costs or on any other basis for accommodating
the requirements of such subclauses.
5.4.10 Where access is required to, on or across any areas for any Separable Portion that has reached
Practical Completion, to enable works on any subsequent Separable Portion or the remainder of the
Contract Works to be undertaken then the Contractor shall:
(a) obtain the Engineer's prior written consent for access to, on or across any completed
Separable Portion of the Contract Works;
(b) at all times comply with any conditions to access prescribed by the Engineer from time to
time together with any access conditions set out in any licences (as defined in 5.11);
(c) ensure that no disruption, inconvenience or nuisance is caused to any occupants of any
completed Separable Portions of the Contract Works; and
(d) ensure that all working hours day and time limitations prescribed either by the Engineer from
time to time or in any licence (as defined in 5.11) are strictly complied with.
The Contractor will not be entitled to any Claim in relation to having to gain access to the completed
Separable Portion of the Contract Works or otherwise in connection with complying with or having to
comply with the requirement of this clause 5.4.10.
5.5 Separate Contractors

5.5.2 The second sentence is deleted and replaced with the following:
If:
(a) the Contractor suffers delay in completing the Contract Works by the relevant Due Date for
Completion or incurs Cost directly arising from the activity of Separate Contractors;
(b) the Contractor has fully complied with its obligations under 5.5.3 and 5.5.4; and
(c) such Cost or delay could not have been reasonably avoided by the Contractor acting in
accordance with Good Industry Practice,
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then the event or consequence giving rise to the delay or Cost shall be treated as a Variation.
New clauses 5.5.3 and 5.5.4 are inserted as follows:
5.5.3 The Contractor agrees that, notwithstanding that the Principal may have engaged Separate
Contractors to carry out certain works at the Site or that there may be a number of other contractors
(not engaged by the Principal) who will be working in, or in the vicinity of, the Site, the Contractor
shall be responsible for:
(a) at all times while the Contractor is responsible for the care of the Contract Works under 5.6.1,
ensuring compliance with the Principal’s and the Contractor’s health and safety requirements
by all Persons on the Site; and
(b) for co-ordinating the Contract Works with any works being undertaken by those Separate
Contractors and other contractors.
5.5.4 The Contractor must:
(a) ensure that the Contractor’s programme provides sufficient allowance for the works that the
Contractor knows or, acting in accordance with Good Industry Practice, ought reasonably to
know are to be performed by the Separate Contractors;
(b) coordinate the performance of the Contract Works with the works of the Separate
Contractors;
(c) ensure that the Contract Works interface(s) are delineated and consistent with the works of
the Separate Contractors;
(d) use its reasonable endeavours to develop, plan, program and perform the Contract Works to
minimise any potential impacts to the works being or to be performed by the Separate
Contractors;
(e) give the Principal prior written notice before performing Contract Works which have the
potential to impact on any works being performed by the Separate Contractors;
(f) take all reasonable steps to protect the Contract Works from damage caused by the Separate
Contractors or the works being performed by any of them;
(g) arrange and attend meetings for the purposes of planning, reviewing, coordinating,
interfacing and managing the interfaces between the Contract Works and the works of the
Separate Contractors, including attending any such meeting required by the Engineer; and
(h) liaise and meet with the Principal, Engineer and any Separate Contractor as reasonably
required for the purposes set out in this 5.5,
provided that the Contractor shall not be liable for compliance by the Separate Contractors under this
clause.
5.6 Care of the works and the Site

5.6.2 Insert the following sentence at the end of clause 5.6.2:
The Contractor shall ensure that any rectification works carried out during the Defects Notification
Period, and the manner in which such works are carried out, do not void any supplier warranties.
5.6.4 At the end of the clause insert
and, without limiting the foregoing, at all times while the Contractor is responsible for the care of the
Contract Works under 5.6.1.
5.6.6 In 5.6.6(a) delete the words “and arising from the Contractor’s conduct of the Contract Works”.
5.7 Protection of Persons and Property

Delete 5.7 in its entirety and replace with the following:
5.7.1 The Contractor must:
(a) comply with the H&S Legislation and any other applicable Legislation relating to health and
safety; and
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(b) co-operate, consult and co-ordinate activities with the Principal and any other PCBU who has
a duty under the H&S Legislation in relation to work carried out under this Contract or at the
Site to ensure each party can comply with its duties under the H&S Legislation. “PCBU” has
the meaning set out in the H&S Legislation.
5.7.2 Unless otherwise agreed in writing, the Contractor’s health and safety policy will apply to the Site and
any works carried out on the Site.
5.7.3 Without limiting the Contractor’s health and safety obligations under this Contract, under Legislation
or at law, the Contractor shall be responsible for management and control of the Site and
coordination of all Contract Works on the Site, regardless of whether such works are being carried
out by the Contractor, a Subcontractor or a Separate Contractor, including:
(a) taking all necessary measures to control access to the Site; and
(b) ensuring the Contractor, all Subcontractors, all Separate Contractors, and each of their
Personnel and all other Persons visiting the Site have undertaken an induction in relation to
the applicable policies and requirements relating to the Site and all hazards to the Site prior
to commencing work on Site and ensure strict compliance by each of those Persons with
those policies and requirements at all times while on Site.
5.7.4 Without limiting 5.17 or any other obligations under this Contract, the Contractor must have, operate
and implement, using adequate resources to do so, an adequate documented health and safety
management system to ensure that the Contractor complies with the Contractor’s health and safety
obligations under this Contract, under Legislation or at law, which shall at a minimum meet the
following requirements:
(a) the Contractor has a company statement detailing health and safety policy which is issued to
all the Contractor’s staff;
(b) the method for communicating the Contractor’s standards for health and safety to the
Contractor’s staff, all Subcontractors and Separate Contractors and the consequences of
non-compliance are described in the Contractor’s health and safety management system;
(c) the person responsible for health and safety matters of the Contractor has the level of
authority to make policy and procedural changes and to assess all communications and issue
instructions;
(d) the Contractor maintains a reporting system which records details of all Recordable Incidents,
operative hours, near misses, dangerous situations, minor mishaps, lost time incidents and
accidents at or on the Site, in connection with the Contract Works or in any way related to the
Project, such that the health and safety performance of the Contractor, all Subcontractors
and any Separate Contractors and the Contractor’s, all Subcontractors’ and all Separate
Contractors’ staff is recorded and monitored and that the Contractor is able to provide to the
Principal when reasonably required health and safety reports in a format to be notified by the
Principal;
(e) the Contractor ensures that incidents of the type described in 5.7.4(d) are investigated with a
view to preventing similar incidents reoccurring in the future, identifying any new hazards and
implementing appropriate controls to minimise the probability of similar incidents occurring in
the future (including without limitation completing and communicating to the Contractor’s staff
and all Subcontractors and any Separate Contractors a learning for incident report) and co-
operates fully with any incident investigations carried out by the Principal;
(f) the Contractor maintains procedures that describe the appropriate health and safety Plant
and equipment that must be used, trains the Contractor’s Staff and all Subcontractors and
any Separate Contractors on the use of such Plant and equipment and has procedures in
place to ensure the proper use of such Plant and equipment;
(g) the Contractor trains or procures the training of the Contractor’s staff and all Subcontractors
and any Separate Contractors on the hazards of work and maintains and exercises
appropriate controls, including a hazard register and process reviews; and
(h) the Contractor implements health and safety related recovery measures, such as, but not
limited to, medical emergency response.
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The Contractor will provide the Principal with evidence to the Principal’s satisfaction that the
Contractor has complied with this clause.
5.7.5 The Contractor must give the Principal all information that the Contractor or any Subcontractor is
required, under the H&S Legislation, to give any Person in relation to the Contract W orks or this
Contract (Health and Safety Information).
5.7.6 The Contractor must ensure that:
(a) it gives all relevant Health and Safety Information to each Subcontractor and any Person it is
required to give the information under the H&S Legislation; and
(b) if applicable, it gives any design related Health and Safety Information to any Person who
gives effect to a design of the Contractor and that when giving any such information to a
Subcontractor it will require the Subcontractor to do the same.
5.7.7 Promptly upon request or the Contractor becoming aware that the Health and Safety Information has
become materially inaccurate or incomplete, the Contractor must give updated Health and Safety
Information.
5.7.8 If a Notifiable Event occurs at the Site and/or which is associated with the carrying out of the Contract
Works, the Contractor will:
(a) notify the Principal and Engineer immediately after becoming aware of the Notifiable Event;
(b) if requested by the Principal, allow and assist the Principal to investigate each Notifiable
Event for the purpose of understanding the cause of and reasons for the Notifiable Event and
(so far as is reasonably practicable) preventing the same or a related Notifiable Event
occurring in future;
(c) if requested by the Principal, create a report and/or document that (unless agreed otherwise)
includes the following: actions that the Contractor will take to prevent (so far as is reasonably
practicable) a similar or related Notifiable Event occurring, the timeframes for completing
those actions, and the person accountable for ensuring those action items are completed (an
Incident Document);
(d) provide each Incident Document to the Principal within the timeframes the Principal may
reasonably request; and
(e) perform and complete the action items as described in an Incident Document or any other
action item reasonably requested by the Principal.
5.7.9 The Contractor will be solely responsible for managing any of the Contractor’s staff’s injury, illness,
rehabilitation and/or return to work caused during that staff’s performance of any obligation under this
Contract or as part of delivering the Contract Works.
5.7.10 If the Contractor or Subcontractor is issued an infringement, improvement or prohibition notice by a
regulator (as “regulator” is defined in the H&S Legislation), the Contractor must notify the Principal
and Engineer promptly and, to the extent the Contractor is legally permitted to, provide a description
of the contents, reasons for, and any consequences for the Contractor, Subcontractor (if applicable)
and the Principal or Engineer of such a notice if:
(a) the notice was received in relation to work being performed under this Contract or at the Site;
or
(b) it would be prudent to give that notice and description to ensure the health and safety of
workers and others at the Site or under or in relation to this Contract.
5.7.11 In addition to the Engineer’s rights under 6.7.1, if the Contractor breaches any health and safety-
related obligation under this Contract, Legislation or law, either the Engineer or the Principal may:
(a) give the Contractor written notice to suspend the performance of any of the Contractor’s
obligations or the exercise of any of the Contractor’s rights under this Contract, as set out in
that notice, and the Contractor must comply immediately with that notice; and/or
(b) give the Contractor written notice that the Principal is suspending any access to the Site, or to
systems, property and/or personnel, and the Contractor must comply with that notice.
5.7.12 Any suspension under 5.7.11 will not be treated as a Variation or give any other entitlement to the
Contractor to make any Claim against the Principal.
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5.7.13 Without limiting the Contractor’s obligations under this Contract or at law, the exercise or non-
exercise of the Principal’s rights (including approval rights) in relation to health and safety under and
in relation to this Contract, under Legislation or at law will not affect or limit the Contractor’s
obligations under this Contract, Legislation or at law.
5.7.14 The Principal shall notify the Contractor through the Engineer of any safety hazards associated with
the Contract Works or the Site, or special safety measures required, of which the Principal or the
Engineer are aware and with which a contractor may, exercising Good Industry Practice, not
reasonably be expected to be familiar.
5.7.15 The Contractor shall provide all watching and provide, erect, maintain and when no longer required
remove all barricades, fencing, temporary roadways and footpaths, signs, and lighting necessary for
the effective protection of property, for traffic, and for the safety of others.
5.7.16 The Contractor shall take all reasonable steps to avoid nuisance and prevent damage to property.
5.8 Setting Out

5.8.1 Insert the following sentence at the end of clause 5.8.1:
Prior to commencing physical works on site the Contractor is responsible for ensuring that it has
satisfied with the accuracy of all information and instructions issued by the Engineer and set out in
the Contract Documents in relation to the setting out of the Contract Works.
5.8.2 Delete clause 5.8.2 and replace with:
The Contractor shall be responsible for obtaining all information to enable the Contractor to set out
the Contract Works. Such information shall include the levels and positions of sufficient survey marks
on or adjacent to the Site. If the Contractor considers that there are insufficient survey marks it shall
be the Contractor's responsibility to establish sufficient survey marks at its Cost. The Contractor
shall ensure that all of the Contract Works are situated within the Site boundaries.
(a) If at any time prior to the issue of a Practical Completion Certificate any error shall appear in
the position, levels or dimensions of any part of the Contract Works set out by the Contractor
the Contractor, unless otherwise directed by the Engineer, must rectify the error.
(b) The Contractor shall not be entitled to make any Claim against the Principal arising out of, or
in connection with, the Contractor rectifying any error in the position, levels, dimensions or
other setting out information whether provided for or by the Principal or the Contractor.
5.9 Materials, labour, and Plant

5.9.2 After the words “shall be new”, insert the words “, of good merchantable quality and suitable for the
purposes for which they are required”.
Delete “a tradesman-like manner” and insert “accordance with Good Industry Practice”.
(a) Ownership of any Materials to be supplied pursuant to the Contract will transfer to the
Principal at whichever is the earlier of the following times:
(i) when the Materials have been delivered to the Site; or
(ii) when the Principal has paid for the Materials.
(b) The Contractor will:
(i) procure that, as at and from the point that ownership in particular Materials transfers
to the Principal pursuant to 5.9.3(a), and until the date of the applicable certificate of
Practical Completion, those Materials will be free of any Security Interest whatsoever
(except any Permitted Security Interest);
(ii) not claim that is has, and will not make any registration in respect of, any Security
Interest in the Materials; and
(iii) procure that its Personnel do not claim that they have, or make any registration in
respect of, any Security Interest in the Materials.
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The Contractor shall provide to the Engineer all evidence requested by the Engineer from
time to time that demonstrates compliance (to the Engineer’s satisfaction) with 5.9.3(b)(i),
including Security Interest release documentation and evidence of relevant updates to or
discharge of financing statements.
(c) Without prejudice to 5.9.3(a) or 5.9.3(b), the Contractor indemnifies the Principal in respect of
any loss or damage suffered or incurred by the Principal arising out of or in connection with
any third party claim as to ownership of any Materials or any Security Interest in respect of
any Materials (except any Permitted Security Interest).
(d) Ownership of any Materials in excess of the requirements for the Contract Works will, where
required by the Principal, and to the extent title has passed to the Principal, vest in the
Contractor upon issue of the applicable certificate of Practical Completion, in which case the
Contractor will be responsible for disposing of the same.
(e) Notwithstanding the transfer of ownership of the Materials, the responsibility for care thereof
together with the risk of loss or damage thereto will remain with the Contractor in accordance
with 5.6.
(f) No Materials on-Site will be removed from the Site without the prior written consent of the
Engineer.
5.9.4 Insert a new clause as follows:
The Contractor shall ensure that all Plant used by the Contractor in completing the Contract Works is
operated, maintained and calibrated in accordance with the manufacturer’s recommendations and
any applicable statutory requirements. The Contractor shall procure each Subcontractor to comply
with this clause in respect of each Subcontractor’s Plant.
5.10 Programme
5.10.1 After the words “and submit it to the Engineer”, insert the words “for acceptance”.
5.10.3 Insert at the end of the clause (before the fullstop) “that fully complies with the requirement of clause
5.10”.
5.10.6 Insert the following at the end:
Each updated programme submitted under this 5.10.6 must comply with the other requirements of
the Contract in respect of the programme. If the Engineer requires changes to any updated
programme submitted under this clause, the Engineer shall notify the Contractor with reasonable
details. The Contractor must, in consultation with the Engineer, amend and resubmit the programme
to the Engineer within 10 Working Days of the Engineer’s notice. The process in this paragraph will
be repeated (as many times as is necessary) until the Engineer has no further comments on the
updated programme.
The Engineer may, but is not obliged to, use latest version of the programme to assess any claim for
an extension of time.
5.10.7 Delete and replace with the following:
The preparation and issue of further Drawings, Specifications and instructions by the Engineer and
the provision of Materials, services, and work to be provided by the Principal or by Separate
Contractors shall be phased to comply with the Contractor’s programme first submitted under 5.10.1
or any later date as shown in any subsequent Contractor’s programme.
If the updated programme shows a forecasted date for completion later than the Due Date for
Completion the Contractor shall also provide a report detailing the actions the Contractor proposes to
take to mitigate the delay as well as any proposed changes to the construction methodology.
5.10.9 Add the following sentence at the beginning:
The Contractor must carry out the Contract Works and its other obligations under the Contract in a
timely manner and in accordance with the Contractor’s current programme.
Insert the following at the end (before the full stop):
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nor shall it alter the time for performance of the Contractor’s activities or the Principal’s or the
Engineer’s rights under the Contract. It will specifically not necessitate the granting of an extension of
time or an instruction to accelerate, or constitute a disruption or prolongation of the Contractor’s
activities, or otherwise be treated as a Variation or give any other entitlement in the Contractor to
make a claim.
5.11 Compliance with laws

The Contractor shall execute and complete the Contract Works and its other obligations under this
Contract:
(a) in accordance with all licences, including all conditions to them; and
(b) in a manner that does not put the Principal in breach of any Legislation, licence or any
conditions to a licence (whether to be obtained by the Principal or the Contractor).
5.11.10 Clause 5.11.10 is deleted and replaced with the following:
(a) The Contractor shall not make any Claim against the Principal arising out of, or in connection
with, the conditions of any licence, where that licence was obtained before the Date of
Acceptance of Tender.
(b) If:
(i) a licence is obtained by or on behalf of the Principal under 5.11.3 or 5.11.4 after the
Date of Acceptance of Tender; and
(ii) the Contractor’s compliance with the conditions of that licence causes delay in
completion of the Contract Works by the Due Date for Completion or additional Cost
to the Contractor which in either case could not have been foreseen by the Contractor
prior to the Date of Acceptance of Tender having exercised Good Industry Practice,
then such additional Cost and/or delay will be treated as a Variation.
5.12 Intellectual Property

Delete 5.12 in its entirety and replace with the following:
5.12.1
(a) Subject to 5.12.3, the title to and Intellectual Property rights in, or in relation to, all Contract
Material is to vest on their creation in the Principal, and, if requested by the Principal so to do,
the Contractor is to bring into existence, sign, execute or otherwise deal with any document
which may be necessary to enable the vesting of that title or rights in the Principal.
(b) The Principal grants to the Contractor a royalty free licence (with a right to sub-licence) to use
the Contract Material as vested in the Principal for the purposes of, and to the extent required
to, undertake the Contract Works.
(c) The Contractor is to ensure that the Contract Material is used, copied, supplied or reproduced
only for the Project.
(d) On the expiration or earlier termination of this Contract, the Contractor is to immediately
deliver to the Principal all Contract Material and transfer any Intellectual Property rights to the
Principal.
(e) The Contractor represents to the Principal that the Contract Material and any other design
and documents prepared by or on behalf of the Contractor do not or will not infringe the
Intellectual Property rights of any third party.
5.12.2
(a) the Principal’s Material is to remain the property of the Principal and is to be returned to the
Principal on demand or on expiration or earlier termination of this Contract.
(b) The Principal may inform the Contractor of any Principal’s Material in which third parties hold
the copyright and of any conditions attaching to the use of that material because of that
copyright. The Contractor is to use that material only in accordance with those conditions.
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(c) The Contractor is to be responsible for the protection and maintenance of Principal’s Material
in its possession.
5.12.3 Notwithstanding 5.12.1, all Intellectual Property rights in, or in relation to, all Contract Material which:
(a) existed prior to the date that the parties became involved in the Project; and
(b) were created or developed independent to this Project
(Pre-Existing Intellectual Property), shall remain the property of the original owner.
The Contractor hereby grants to the Principal, or agrees to procure the grant to the Principal, an
unrestricted, irrevocable, assignable, transferrable, royalty free licence (including the right to sub-
licence) to use, copy or reproduce, modify, adapt, develop or communicate to the public or otherwise
exploit the Pre-Existing Intellectual Property in, or in relation to, that Contract Material, for the
purposes of:
(c) the procurement, design, supply, construction, installation, production, commissioning,
completion, operation, maintenance, repair and/or alteration of the Contract Material, the
Contract Works or the Project; and
(d) where this Contract is terminated for any reason, to complete any Contract Works which have
not been carried out or carried out in accordance with this Contract;
except in relation to any specific items of Pre-Existing Intellectual Property of the Contractor over
which the Contractor holds patent(s) and which were specifically identified to the Principal in writing
as being excluded from the licence arrangements in this 5.12.5 prior to the Date of Acceptance of
Tender.
5.17 Safety plan

5.17.1 Insert the following at the end of the subclause:
In preparing the Site-specific safety plan the Contractor shall have reasonable regard to the
Principal’s occupational health and safety systems and requirements. The Site-specific safety plan
must be prepared in accordance with Good Industry Practice.
5.17.4 Insert the following at the beginning of the subclause:
The Contractor must comply with the Site-specific safety plan accepted by the Engineer unless the
Engineer directs otherwise in writing.
5.18 Quality plan

The Quality plan must be prepared in accordance with Good Industry Practice.
The Contractor must comply with the quality plan accepted by the Engineer unless the Engineer
directs otherwise in writing.
5.19 Traffic management plan

The Traffic management plan must be prepared in accordance with Good Industry Practice.
The Contractor must comply with the traffic management plan accepted by the Engineer unless the
Engineer directs otherwise in writing.
5.20 As-built drawings and operation and maintenance manuals

5.20.2 Delete and replace with the following
As-built drawings and operation and maintenance manuals must be prepared:
(a) in accordance with Good Industry Practice;
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(b) in accordance with any requirement included in the Contract for the As-built drawings and
operation and maintenance manuals; and
(c) otherwise, in sufficient detail to enable the Principal to operate, maintain, manage, adjust and
reassemble the Contract Works (except for the Temporary Works).
5.21 Advance Notification

5.21.1 Delete “Materially” from (a) and (b) and insert new paragraphs (d) to (g) as follows:
(d) change any key dates under the Contractor’s current programme;
(e) give rise to an entitlement to a Variation;
(f) impair the usefulness of the completed Contract Works; or
(g) affect work being performed by a Separate Contractor or any other third party at the Site.
The Contractor must ensure that all notifications of the Engineer and Contractor are recorded in a
register (Advance Notification Register).
5.21.2 Insert the following at the end of the clause:
When attending any such meeting, each party must co-operate by:
(a) making and considering proposals for how the effect of the notified matter can be avoided or
reduced;
(b) seeking solutions that will bring advantage to all those who will be affected;
(c) deciding on the actions which will be taken and who, in accordance with the Contract, will
take them; and
(d) deciding which notified matters have now been avoided or have passed and can be removed
from the Advance Notification Register.
The Contractor must ensure that the Advance Notification Register is updated to record the decisions
made at each meeting under this 5.21.2 and, within 2 Working Days after the meeting, re-issue the
revised Advance Notification Register to the Engineer.
A new clauses 5.21.4 is inserted as follows:
5.21.4 The obligations in this 5.21 are separate from and do not affect or limit the obligations under 5.26,
9.2.2, 9.2.3(c) or 10.3.2.
5.22 Resource Management Act 1991 (RMA)

A new clause 5.22 is inserted as follows:
5.22.1 In undertaking the Contract Works, the Contractor warrants to the Principal that the Contractor shall
not do or omit to do anything, or use materials, substances or processes which:
(a) would or could discharge a contaminant into the environment, cause the emission of noise to
exceed a reasonable level or cause any adverse effect on the environment; or
(b) is a breach of any duty or obligation under the RMA; or
(c) does or is likely to give rise to the issue of an abatement notice, enforcement proceedings or
an excessive noise direction under the RMA against the Principal, Contractor, a
Subcontractor or any other Person.
5.22.2 The Contractor undertakes that before a Subcontractor commences work the Contractor shall obtain
similar warranties as those stated in this 5.22 from that Subcontractor in relation to the subcontract
works.
5.22.3 If the Contractor becomes aware that it is or may be in breach or is likely to be in breach of any of the
warranties set out in this 5.22 or any Subcontractor is or may be in breach of or is likely to breach the
matters set out in this 5.22, then the Contractor shall immediately notify the Principal of such breach
or anticipated breach and, in relation to any breach or anticipated breach in connection with the
Contract Works or subcontract works the Contractor shall follow the directions, if any, of the Principal
to avoid, remedy or mitigate such breach or anticipated breach.
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6. Engineer's powers and responsibilities

6.1 Appointment of Engineer
6.1.1 Delete “in good faith” and insert “in accordance with 6.2.1”.
6.2 Role of Engineer

No review, inspection, acceptance, consent or rejection, approval or disapproval, comment, query or
permission to proceed by the Principal, the Engineer or the Engineer’s Representative, nor issue of
any certificate by the Engineer or Engineer’s Representative or the taking of any other action or
exercise of any other duty or power by the Engineer or Engineer’s Representative or the Principal
(including failure or absence of the same) will relieve the Contractor from full compliance with its
obligations or from any liability under the Contract, including its obligation to complete the Contract
Works in strict compliance with this Contract, or at law.
6.3 Engineer's representative

6.3.2 Delete 6.3.2.
6.3.3(b) Delete and replace with the following:
(b) The issuing of a Practical Completion Certificate or a Final Completion Certificate, unless
expressly authorised by the Engineer by written notice to the Contractor; and
6.4 Inspection, recording, measuring, and testing

6.4.6 Delete that part of the first sentence “the Principal may deduct...from the Contract Price” and replace
it with the following:
the Principal may recover the reasonable amount of such Cost from the Contractor as a debt due
and payable upon demand or may otherwise deduct such costs from any sums that would otherwise
be due to the Contractor.
6.6 Certification
The Engineer may by any Payment Schedule (including the Final Payment Schedule) or any other
certificate, correct an amount previously certified by the Engineer in a previous Payment Schedule,
or correct any other certificate, which has been issued by him or her or by any previous Engineer,
provided he or she notifies the Contractor in writing of his or her reasons for so doing.
6.7 Suspension of work

The Principal may, from time to time for any reason, through the Engineer suspend the whole or a
part of the Contract Works for such time as the Principal may think fit. The Contractor will comply with
any such suspension.
6.7.3 The words "or any of its Personnel" are inserted after "Contractor".
6.7.4 The following new last sentence is inserted:
This 6.7.4 will not apply where the suspension is due to default on the part of the Contractor or any of
its Personnel.
7. Indemnity
7.1 Indemnity
7.1.1 Delete paragraph (a) and insert the following:
(a) any loss or damage suffered by the Principal which may arise out of or in consequence of
any design undertaken by or on behalf of the Contractor (or for which it is responsible under
the Contract), the construction of or remedying of defects in the Contract Works or the
negligence, breach or default of the Contractor or any of its Personnel under this Contract;
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7.1.2 Delete 7.1.2(b) and insert the following:

(b) injuries to Persons (other than a natural person) or damage to property or interference with
the rights of other Persons which is the unavoidable result of carrying out or remedying of
defects in the Contract Works in accordance with the Contract, provided that the Contractor
notified the Engineer in advance of the risk of such injuries or damage to property or
interference occurring and was instructed to proceed.
7.1.3 Replace “in paragraphs (a), (b) and (c)” with “in paragraphs (a) and (b)”.
7.1.4 After the words “indemnify the Principal” include the words “including (for the avoidance of doubt)
under 7.1.5 to 7.1.7”.
New clauses 7.1.5 to 7.1.7 are inserted as follows:
7.1.5 To the extent not prohibited or limited by Legislation, the Contractor shall indemnify and keep
indemnified the Principal in respect of all costs, damages, fines, penalties, losses and expenses
incurred or suffered by the Principal in respect of any breach by the Contractor or any of its
Personnel of the Resource Management Act 1991 (RMA), and the Building Act 2004 (BA), and any
conviction or proceedings instigated against the Principal pursuant to the RMA, and BA to the full
extent permitted by Legislation or at law.
7.1.6 To the extent not prohibited or limited by Legislation, the Contractor shall indemnify and keep
indemnified the Principal in respect of all costs, damages, fines, penalties, losses and expenses
suffered or incurred by the Principal arising out of, or in connection, with a breach by the Contractor
of 5.4.
7.1.7 The Contractor shall indemnify and keep indemnified the Principal from and against all Claims which
may be brought or made against the Principal by any person for any infringement of Intellectual
Property rights by the Contractor or any of the Contractor’s Personnel (including any infringement of
Pre-Existing Intellectual Property rights) in the course of, or incidental to, performing the Contract
Works, or the use by the Principal of the Contract Material, and also from any costs or expenses that
may be incurred in connection with any such Claim.
8. Insurance
8.1 General
Neither the Contractor nor the Principal shall make any material alteration to the terms of any
insurance required by this Contract during the currency of the insurance or its renewal without prior
notice being given to the other insured parties.
provided that a copy of the policy has been provided to the other party.
8.1.7 Add new clause as follows:
(a) The Contractor must notify the Principal in writing of any claims against an insurance policy
procured by the Contractor:
(i) arising out of, or in connection with, the Contract Works or the Project; or
(ii) that has the real potential to have a material impact on the Contractor’s performance
of the Contract Works or any other obligation under the Contract,
within 5 Working Days after it becomes aware of the claim and provide that further
information to the Principal in relation to the claim as the Principal may require.
(b) Without limiting 8.1.7(a), the Contractor must notify the Principal in writing of any claim
(unless the claim is made by the Principal) or circumstance that could give rise to a claim in
relation to the Project within 5 Working Days after it becomes aware of the claim and provide
that further information to the Principal in relation to the claim as the Principal may require
(provided that the Contractor shall not be required to disclose any such information that
would breach an express term of its insurance policy or that is subject to solicitor-client
privilege).
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(c) The Contractor’s notices under this 8.1.7 must be accompanied by full details of the
circumstance, incident or event the subject of the claim or giving rise to the claim (provided
that the Contractor shall not be required to disclose any such information that would breach
an express term of its insurance policy or that is subject to solicitor-client privilege). The
Contractor must promptly take steps to ensure that its rights, and the rights of any other
persons to whom the benefit of the insurance policy extends, are fully preserved.
(d) The Contractor must ensure that each Subcontractor complies with the obligations of the
Contractor under this 8.1.7.
8.2 Contractor arranged insurances - General

8.2.3 Add the following to the end of the clause:
(c) there is a waiver of subrogation;
(d) the actions of one insured shall not affect the rights of any other insured; and
(e) the policies are primary and without contribution from any other policy of insurances effected
by the Principal.
8.2.8 At the end of the clause insert:
Nothing in this 8.2.8 shall limit the liability of the Contractor to the Principal, should the Principal fail
for any reason whatsoever to pay any insurance premium under this clause.
8.2.9 Add a new clause as follows:
The Contractor shall ensure that all insurances as required by any Act of Parliament or by any
regulations made under such Acts are maintained up to the date of issue of the Final Completion
Certificate.
8.5 Contractor arranged public liability insurance

Where the Contractor is identified in the Specific Conditions as being the party responsible to effect
public liability insurance, the Contractor shall, without limiting its obligations under 5.6 and 7.1, effect
public liability insurance for an amount not less than the amount specified in the Specific Conditions.
The insurance shall indemnify the Contractor (and the Principal for its vicarious liability for the
Contractor) against legal liability to third parties for damage, loss, or injury caused by any act or
omission of the Contractor or Subcontractors arising out of the performance of the Contract Works.
The insurance shall also include cover for:
(a) the Contractor’s legal liability arising out of the performance of the Contract Works for
damage, loss, or injury to the Principal and to the Principal’s property. This insurance shall
include legal liability for damage, loss or injury to the Principal and to the Principal’s property
other than the Contract Works, caused by an act or omission of the Contractor and its
Subcontractors;
(b) products liability;
(c) liability arising from the use of construction machinery, including hired plant, except when
being used as a motor vehicle as defined in the Land Transport Act 1998;
(d) liability arising out of vibration, weakening, or removal of support; and
(e) liability arising out of damage to or interference of underground services.
8.8 Principal arranged construction insurance

8.8.2 Delete 8.8.2.
8.8.3 Delete 8.8.3.
9. Variations
9.1A Proposed Variations
New clause 9.1A is inserted before clause 9.1 as follows:
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9.1A.1 The Engineer may instruct the Contractor to provide a proposal for the price and effect on
programme for work involved in a proposed Variation (whether proposed by the Principal or the
Contractor).
9.1A.2 The Contractor shall, as soon as practicable after receiving such notice or within the timeframe
required by the Engineer, notify the Engineer of:
(a) the effect on the programme (if any), including in respect of each Due Date for Completion;
(b) any impact upon any licences under 5.11, warranty or guarantee given under the Contract;
and
(c) the Cost (if any) associated with the possible Variation, including any time-related Costs that
would be claimed, in sufficient detail to allow the Engineer to assess the value of the
Variation;
of the proposed Variation.
9.1A.3 The Contractor's pricing must be calculated in accordance with 9.3. The Engineer may direct the
Contractor to give a detailed quotation for the proposed Variation supported by measurements or
other evidence of Cost.
9.1A.4 The Contractor is bound by any proposal given under 9.1A.2 for 30 Working Days.
9.1A.5 The Contractor agrees that it is not entitled to make any Claim against the Principal for complying
with its obligations under this 9.1A.
A new clause 9.1B is inserted before clause 9.1 as follows:
9.1B Express entitlement or deemed Variation

(a) Where a matter that gives the Contractor an express entitlement to a Variation under the
Contract or the Contract states that a matter will be or treated “as a Variation” occurs then the
Contractor must, as a condition precedent to having the matter treated and dealt with as if a
Variation and in addition to the requirements of 10.3.2 (if it applies), within 20 Working Days
of the Contractor becoming aware of such a matter occurring give notice in writing to the
Engineer advising the Engineer of that matter and setting out:
(i) the matter or circumstances giving rise to the possible entitlement to a Variation in
sufficient detail for the Engineer to understand the matter or circumstances and how it
was discovered;
(ii) the particular clause of the Contract that the Contractor upon believes confers the
entitlement to a Variation;
(iii) the Contractor's estimate of the additional Cost (if any) associated with the possible
Variation in sufficient detail to allow the Engineer to assess the value of the Variation;
and
(iv) the Contractor’s estimate of the effect on the Contractor’s current programme (if any)
(including each Due Date for Completion).
(b) Notwithstanding any other provision in the Contract to the contrary, the Contractor must give
the notice, including within the timeframe, required by clause 9.1B(a) as a condition
precedent to the Contractor’s entitlement to a Variation for the particular circumstances.
(c) The Contractor must take all reasonable steps to minimise and mitigate any Costs, delay and
other adverse impacts to the Principal in respect of any such Variation.
9.1 Variations permitted

New clause 9.1.6 is inserted as follows:
9.1.6 Where the Engineer orders a Variation, or otherwise gives an instruction to the Contractor that
constitutes a Variation, that:
(a) arises from, or is given as a consequence of, a wrongful act or omission, or neglect or default
of the Contractor or its Personnel;
(b) is required due to errors or omissions by or on behalf of the Contractor or any Subcontractor;
or
23208345_6 | page 50
(c) is given in respect of any matter or thing that, as between the parties, the Contractor is
otherwise liable or responsible for under the Contract,
then notwithstanding any of the provisions of this Contract there shall be no entitlement for the
Contractor to additional Costs in relation to that Variation.
9.2 Variation Orders

Clauses 9.2.2 to 9.2.4 (both inclusive) are deleted and replaced with:
9.2.2 Where an instruction is given by the Principal, Engineer or the Engineer’s Representative which is
not in writing or is not expressly stated to be a Variation, and the Contractor considers that the
instruction involves a Variation, the Contractor must before carrying out the instruction and in any
event within 20 Working Days of receiving the instruction give the Engineer written notice to that
effect. That notice must:
(a) include all details required under 9.1A.2 in respect of the relevant instruction provided that if
the Cost (if any) associated with the instruction cannot be confirmed at the time of giving of
the notice, then a reasonable cost estimate is provided in the notice and a further notice must
then be given within 30 Working Days of receiving the instruction setting out the Cost; and
(b) include details of why the instruction is or would constitute a Variation.
9.2.3 Notwithstanding any other provision in the Contract to the contrary, the Contractor must give the
notice, including within the timeframe, required by clause 9.2.2 as a condition precedent to the
Contractor’s entitlement to a Variation for the particular circumstances.
9.2.4 An instruction to which 9.2.2 applies will not be treated as a Variation unless the Contractor’s claim is
accepted as such by the Engineer by notice in writing to the Contractor, such notice of acceptance to
be given within 10 Working Days of receiving the Contractor’s notice(s), or such further time as is
reasonable having regard to the Due Date for Completion and the Contractor’s programme for the
execution of the Contract Works. To the extent the Engineer does not accept the instruction involves
a Variation:
(a) the Engineer may confirm the instruction; and
(b) the Contractor must carry out the instruction,
but without prejudice to the Contractor’s rights under Section 13.
9.3 Valuation of Variations

Clause 9.3 is deleted in its entirety and replaced with:
9.3.1 The Engineer must adjust the Contract Price for a Variation in accordance with the following rules:
(a) the adjustment must be a reasonable sum for the work concerned;
(b) an amount equal to actual or reasonable preliminaries determined by the Engineer will be
added to that amount for the Contractor’s On Site Overheads; and
(c) to the sum of the foregoing amounts will be added a margin percentage of that sum as
specified in the Specific Conditions (for Off-Site Overheads and Profit).
9.3.2 Any adjustment to the Contract Price for a Variation will be made by way of an adjustment to the
fixed construction sum.
9.3.3 Where the Contractor is entitled to an extension of time to a Due Date for Completion by reason of
the net effect of any Variation, the Contractor shall be entitled to reasonable compensation for the
time-related Costs calculated in accordance with 10.3.7.
9.3.4 Wherever practicable all Variations shall be valued before the work involved is commenced, but any
failure to do so shall not invalidate the Variation.
9.3.5 The Contractor shall not be entitled to the Cost of processing Variations, whether or not they
proceed.
9.3.6 Other than provided for under 9.3.1, the preliminaries sum specified in Annexure A (Part One) is
fixed and is not subject to adjustment. Where there is a Variation the price for each Variation shall
include for the preliminaries relevant to that Variation in accordance with 9.3.1(b). The preliminaries
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sum includes but is not necessarily limited to the cost of all of or any combination of the items
appearing in the schedule of preliminary and general items annexed in the Schedules.
9.4 Dayworks
Clause 9.4 is deleted in its entirety
9.5 Unforeseen physical conditions

9.5.2 Replace “it considers could not reasonably have been foreseen when tendering by an experienced
contractor” with “were not known to the Contractor, or could not reasonably have been known or
discoverable by a prudent and experienced contractor exercising Good Industry Practice”.
9.5.4 Replace “could not reasonably have been foreseen by an experienced contractor” with “were not
known to the Contractor, or could not reasonably have been known or discoverable by a prudent and
experienced contractor exercising Good Industry Practice”.
9.6 Negative variations

A new clause 9.6 is inserted as follows:
If the Engineer has directed a decrease in or omission from the Contract Works:
(a) the Principal may subsequently engage others to carry out that work; and
(b) subject to the valuation that is to be made in respect of that Variation under 9.3, the
Contractor shall not have any Claim against the Principal arising out of, or in connection with,
the decrease in or omission from the Contract Works or the subsequent engagement of such
others.
10. Time for Completion

10.1 Commencement
The Contract period shall commence on the date of this Contract.
10.1.2 Replace “within 10 Working Days… of the Site” with “on the date of this Contract”.
10.3 Extension of time

10.3.1 Replace paragraphs (b), (c), (d), (e) and (f) with the following:
(b) Exceptional Weather at the Site which causes actual delay or stoppage of the works;
(c) any strike, lockout or other industrial action except where caused or to the extent contributed
to by the Contractor or any of the Contractor’s Personnel;
(d) loss or damage to the Contract Works or Materials (except to the extent caused by the
negligent act or omission of the Contractor or any of the Contractor’s Personnel);
(e) flood (except to the extent caused by the negligent act or omission of the Contractor or any of
the Contractor’s Personnel), volcanic or seismic events;
(f) any circumstances on Site not known or not reasonably foreseeable by the Contractor or an
experienced contractor at the time of tendering and not due to the fault of the Contractor;
(a) The Engineer shall not grant an extension unless:
(i) the Contractor notifies the Engineer that it claims an extension and states the grounds
for the extension;
(ii) the Contractor’s notice under 10.3.2(a)(i) is given within 20 Working Days after the
circumstances, which are relied on as the grounds for the extension, arise;
(iii) the Contractor’s notice under 10.3.2(a)(i) either gives details of the period of
extension sought or is followed within a reasonable time by a further notice giving
such details;
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(iv) the circumstance relied upon as the grounds for the extension is a circumstance
specified or referred to in 10.3.1; and
(v) the Contractor has taken all reasonable steps to preclude the occurrence of the
circumstance causing the delay and minimising its consequences.
(b) Notwithstanding any other provision in the Contract to the contrary, the Contractor must give
the notice, including within the timeframe, required by subclauses 10.3.2(a)(i) and (ii) to be
entitled to a Variation for the particular circumstances. The conditions specified in subclauses
10.3.2(a)(i) and (ii)are conditions precedent to the Contractor’s entitlement to an extension of
time.
(c) The following rules shall be applied to assessing an extension:
(i) the Contractor’s delay allowance included in the programme will be ignored;
(ii) the event which causes delay must be one which is mentioned in 10.3.1;
(iii) the event in respect of which the extension of time is sought must or will cause actual
delay to the Contractor achieving Practical Completion;
(iv) the event in respect of which the extension of time is sought must or will cause actual
delay to the critical path elements of the Contract Works, which the Contractor must
show and demonstrate to the reasonable satisfaction of the Engineer;
(v) for events which concurrently cause the delay the Contractor will be entitled to an
extension of time for only the net effect of the concurrent delay; and
(vi) if the Contractor is delayed by an event which:
(A) entitles the Contractor to an adjustment to a Due Date for Completion (a
Qualifying Event); and
(B) an event which does not entitle the Contractor to an adjustment to a Due Date
for Completion (a Non-Qualifying Event);
then the Contractor will be entitled to an adjustment of the relevant Due Date for
Completion to the extent that the Qualifying Event exceeds the delay flowing from the
Non-Qualifying Event, together with such further adjustment (if any) determined by
the Engineer in relation to the overlapping delay (as an apportionment of such
overlapping delay) between the Qualifying Event and the Non-Qualifying Event as the
Engineer determines having regard to the Engineer’s assessment of the primary
cause of the delay and the conduct of the parties in endeavouring to overcome the
delays.
Where the effect of any ground for an extension of time is of a continuing nature, the Contractor must
submit to the Engineer, at intervals of 10 Working Days or less, further interim written notices until
the actual delay caused (if any) is ascertainable, at which time the Contractor shall as soon as
practicable but in any event within 10 Working Days give a final notice to the Engineer including the
particulars required by 10.3.2.
Whenever the Contractor may be entitled to an extension of time the Principal may, through the
Engineer, instruct the Contractor to overcome all or part of the delay by accelerating the work or by
applying additional resources if necessary to the extent reasonably practicable in the circumstances.
The Cost of such acceleration shall be determined as if a Variation and the Engineer may seek a
variation price from the Contractor under 9.1A prior to instruction such acceleration. To the extent so
instructed, the Engineer shall grant either no extension of time or such lesser extension of time as is
reasonable in the circumstances.
10.3.7 Add the following to the end of 10.3.7:
To the extent that an extension of time is granted due to the circumstances under 10.3.1(a) or
10.3.1(g), the Contractor shall be entitled to the time-related Costs directly and necessarily incurred
in relation to that circumstance, but no allowance for profit, up to the maximum allowance nominated
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in the Special Conditions of Contract. The Contractor’s entitlement to time-related Costs under this
10.3.7:
(a) is subject to the Contractor fully substantiating the Costs for which it seeks to be paid; and
(b) must, where the Contractor has been granted an extension of time due to the net effect of
any Variation, take into account any allowance for time-related Cost already included in the
valuation for that Variation under 9.3.
Insert new clauses 10.3.8 and 10.3.9 as follows:
10.3.8 In any circumstances where there is a delay in the Contractor achieving a Due Date for Completion
for which delay the Contractor is not entitled to an extension of time, then the Contractor shall take all
steps necessary to overcome the delay as soon as practicable. No steps taken to accelerate the
works under this clause shall give rise to any entitlement for the Contractor to make a Claim against
the Principal.
10.3.9
(a) A delay by the Principal or Engineer or a failure of the Engineer to grant a reasonable
extension of time shall not cause the Due Date for Completion to be set at large.
(b) The grant of an extension of time pursuant to 10.3.1, and payment of time-related Costs
pursuant to 10.3.7 (if applicable), are the Contractor’s sole remedy and entitlement arising out
of or in connection with any delay or disruption to the Contract Works.
(c) Notwithstanding that the Contractor is not entitled to or has not claimed an extension of time,
the Principal may in its discretion grant an extension at any time prior to issue of the Final
Payment Schedule. This discretion is for the Principal’s benefit only.
10.4 Certificate of Practical Completion

Practical Completion is that stage in the execution of the work under the Contract when:
(a) the Contract Works or any Separable Portion is complete in accordance with the
requirements of the Contract, except for minor defects:
(i) which, in the opinion of the Engineer, the Contractor has reasonable grounds for not
promptly correcting;
(ii) which do not prevent the Contract Works or Separable Portion from being used for
their intended purpose; and
(iii) the rectification of which will not prejudice the convenient use of the Contact Works or
any Separable Portion;
(b) the requirements in Annexure E in relation to the Contract Works or Separable Portion have
been satisfied or achieved; and
(c) any other precondition (including provision of Contract Material) in the Contract for Practical
Completion to the Contract Works or Separable Portion have been satisfied or achieved (as
applicable).
10.5 Damages for late completion

10.5.1 The final sentence is deleted
10.5.4 A new 10.5.4 is inserted as follows:
If the Contractor's obligation to pay liquidated damages under 10.5 is void, unenforceable, invalid or
otherwise inoperative for any reason (including because the liquidated damages are determined to
be a penalty), then the Principal may claim general damages for the Contractor's failure to achieve
Practical Completion by the respective Due Date for Completion.
10.5.5 A new 10.5.5 is inserted as follows:
The parties agree that the sum stated as liquidated damages:
(a) has been agreed in good faith by commercial parties of equal bargaining power each of
whom were independently advised;
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(b) is not a penalty and represents a genuine pre-estimate of the Principal’s loss in the event of
the Contractor’s failure to comply with 10.2.2; and
(c) is proportionate to the legitimate performance interests of the Principal in requiring the
Contract Works or any Separable Portion to be complete by the relevant Due Date for
Completion.
10.7 Occupancy by the Principal

10.7.2 Insert the following at the end of clause 10.7.2:
, provided that such occupancy or use by the Principal or its nominee or any Separate Contractor
undertaking works contemplated under 5.5 shall not constitute Practical Completion under the
Contract and, subject to 10.5.2, the Contractor shall continue to be responsible for the Contract
Works until such time as a Certificate of Practical Completion is issued in accordance with 10.4.1.
10.7.5 Insert the following new 10.7.5:
The parties acknowledge and agree that the works or activities of Separate Contractors, and/or the
relinquishing by the Contractor of the Contract Works for the purposes of fit-out, tenancy and other
works, shall not constitute “occupancy” or “use” under this 10.7.
11. Defects Liability

11.1 Defects Notification Period
11.1 Add the following to the end of the clause:
(a) The Defects Notification Period for the Contract Works or any Separable Portion is the period
nominated in the Specific Conditions.
(b) In relation to any defect that the Engineer determines relates to a material part of the
Contract Works or is otherwise material, that part of the Contract Works will have an
extended Defects Notification Period for the same period as nominated in 11.1(a) from the
date that the part was replaced or repaired. The Engineer may require to be retained such
part of the retention monies held by the Principal in respect of the Contract Works (or any
Separable Portion) such amount as shall be equitable, as determined by the Engineer, in
relation to the extended Defects Notification Period for the relevant part of the Contract
Works.
11.2 Remedying of defects

11.2.1 The words "from defective workmanship or Materials” are deleted from the end of the first sentence.
The Principal shall be entitled to recover from the Contractor all Costs of the works undertaken by
others under 11.2.2 as a debt due and payable upon demand or may otherwise deduct such costs
from any sums that would otherwise be due to the Contractor.
11.2.5 Add the following to the end of the clause:
However, the Contractor will be liable for any wear and tear attributable to the Contractor’s use of
any part of the Contract Works to gain access to other areas of the Site.
A new clause 11.2.9 is inserted as follows:
11.2.9 The Principal’s rights under this 11.2 in respect of defects are without prejudice to any other right
against the Contractor arising out of a breach of the Contract.
11.5 Warranties
Without limitation to 11.5.1, the Contractor must, as an additional prerequisite to Practical
Completion, provide to the Engineer:
(a) a deed of warranty for itself warranting:
(i) for a period of ten years from the date of Practical Completion of the Contract Works
or if there are Separable Portions from the date of Practical Completion of the last of
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the Separable Portions to achieve Practical Completion, the weather-tightness of the

Contract Works; and
(ii) all Materials and workmanship used or employed in the Contract Works for the same
like items and periods as required from the suppliers or Subcontractors under
11.5.2(b); and
(b) deeds of warranty from each supplier or Subcontractor covering their items or work for the
periods specified in the Contract Documents, or where no such item or period is specified in
the Contract Documents then the Contractor must ensure that the deed of subcontractor
warranty provides for a period or duration that is reasonably and commonly available for the
relevant part of the Contract Works,
in each case to be in the applicable form appearing in Schedule 13 (or otherwise in a form
acceptable to the Engineer in its discretion), and delivered to the Engineer prior to the Engineer
issuing a Practical Completion Certificate.
12. Payments
12.1 Contractor’s payment claims
Insert new clause 12.1.4 as follows:
12.1.4 Before submitting a claim for payment under the contract the Contractor must have:
(a) For the first payment claim only:
(i) provided the Principal with each of the Contractor’s Bonds under 3.1;
(ii) provided the Principal with the parent company guarantee under 3.3.2(a), duly
executed by the Contractor’s Guarantor, and the letter under 3.3.2(b) (if applicable);
(iii) provided the Engineer with the Contractor’s programme under 5.10; and
(iv) provided the Engineer with evidence of the insurance to be taken out by the
Contractor under Section 8;
(b) In relation to the payment claim relating to the period in which the Contractor shall have been
entitled to access to the Site, have provided to the Engineer the safety plan, quality plan, and
traffic management plan if and as required by 5.17, 5.18 and 5.19 respectively, and in each
case to the satisfaction of the Engineer;
(c) In relation to all payment claims:
(i) for any amounts included in the payment claim for work performed by a
Subcontractor, provided to the Engineer an executed deed of warranty and deed of
continuity guarantee from that Subcontractor, in accordance with 4.1.5(b);
(ii) provided evidence that the insurance policies required of it are maintained to the
satisfaction of the Engineer;
(iii) in relation to advances for which the Contractor is entitled to receive (as set out in the
Specific Conditions), full comply with the requirements of Annexure A (Part Three) in
relation to the relevant Materials;
(iv) provided confirmation to the Engineer (on behalf of the Principal) that, as at the date
of the payment, to the best of the Contractor’s knowledge and belief there is nothing
which prejudices the benefit to the Principal of the Contractor’s Bond;
(v) provided to the Engineer written evidence satisfactory to the Engineer of payment of
Subcontractors; and
(vi) supplied to the Engineer all other documents and evidence required by the Contract
as a pre-condition to payment.
12.2 Progress Payment Schedules

12.2.2 In paragraph (d), replace the words “other deductions required” with the words “other deductions,
set-offs or withholdings required or permitted”.
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The Principal will be entitled to deduct or set off against any liquidated amounts that would otherwise
be payable by it to the Contractor, amounts in respect of any claims it has against the Contractor
including, without limitation, damages awarded by a court or tribunal for breach of contract by the
Contractor..
Neither issue of a payment schedule nor payment of any amount to the Contractor:
(a) implies acceptance of the Contract Works to which payment relates nor relieves the
Contractor from the responsibility to remedy or replace the Contract Works and/or Materials
not in accordance with the Contract;
(b) affects the liability of the Contractor for any loss or damage suffered by the Principal arising
out of any breach of this Contract by the Contractor, or any dishonesty, negligence,
concealment or fraud relating to the Contract Works by the Contractor.
12.3 Retention Monies

12.3.1 Delete the final two sentences.
12.3.2(c) is amended by addition at the end of the clause of the words “except in relation to any part required
to be retained in relation to any part(s) of the Contract Works pursuant to clause 11.1(b) which shall
be released upon expiry of the extended Defects Notification Period for the relevant element(s)”.
Insert a new clause 12.3A and 12.3B as follows:
12.3A Provisional final payment claim

12.3A.1 Not later than 2 Months after the issue of the Practical Completion Certificate or within such further
time as the Engineer may reasonably allow, the Contractor shall submit a final account of all the
contractor's payment claims in relation to the Contract up to and including the date the Practical
Completion Certificate was issued. This account shall be signed by the Contractor and endorsed as a
'provisional final payment claim', and shall be the Contractor's final payment claim under the Contract
for all costs incurred up to and including the date the Practical Completion Certificate was issued and
for which it is entitled to under the Contract. The provisional final payment claim shall be served on
the Engineer as agent of the Principal and at the same time a copy of the provisional final payment
claim shall be provided to the Principal.
12.3A.2 The provisional final payment claim shall:
(a) identify the Contract and the relevant period or periods to which the provisional final payment
claim relates, which shall cover the period up until the Practical Completion Certificate is
issued;
(b) identify the work to which the provisional final payment claim relates (which shall include all
Contract Works undertaken up to and including the date the Practical Completion Certificate
is issued;
(c) show the claimed amount in respect of that work, the amount or amounts claimed by the
Contractor in respect of all outstanding claims, and the manner in which all such sums have
been calculated;
(d) indicate the due date for payment which shall be 45 Working Days after the date of service of
the provisional final payment claim; and
(e) where the provisional final payment claim is intended to be a payment claim under the
Construction Contracts Act, state that it is made under that Act and include any information
required by that Act.
12.3A.3 Submission of the provisional final payment claim by the Contractor shall be conclusive evidence
that the Contractor has no outstanding claim against the Principal other than as contained therein or
permitted pursuant to 12.4, except for any item which has been referred to arbitration under Section
13 or to Adjudication. The Principal shall not be liable to the Contractor for any matter in connection
with the Contract which occurred on or prior to the date when the Practical Completion Certificate
was issued unless contained within the provisional final payment claim but this shall not preclude the
later correction of any clerical or accounting error.
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12.3B Provisional Final Payment Schedule

The Engineer shall assess the provisional final payment claim and may amend it as necessary to
comply with the terms of the Contract and with the Engineer's valuation of the work carried out up to
the date of the issue of the Practical Completion Certificate. The provisions of 12.2 shall fully apply to
the Provisional Final Payment Schedule except that:
(a) the timeframe under 12.2.1 shall be 35 Working Days;
(b) the timeframe under 12.2.2 shall be 20 Working Days and under 12.2.2(h) shall be 35
Working Days;
(c) the timeframe under 12.2.4 shall be 30 Working Days;
(d) the timeframe under 12.2.5 shall be 35 Working Days; and
(d) the timeframe under 12.2.8 shall be 45 Working Days.
12.4 Final payment claim

12.4.1 Delete the first sentence and replace with:
Not later than 1 Month after the issue of the Final Completion Certificate or within such further time
as the Engineer may reasonably allow, the Contractor shall submit a final payment claim which shall
be limited to works undertaken following Practical Completion. The Contractor shall not be entitled to
claim any sums which were incurred prior to Practical Completion.
12.5 Final Payment Schedule

12.5.1(d) Add the words "or 12.3B" after "12.2.2(d)" in line 3.
12.9 Provisional Sums

12.9.1 Add the following additional sentence at the end:
The Contractor must, as soon as possible after the date of this Contract, comply with the process set
out in Annexure A (Part Two) for the purposes of converting the allowances included in Annexure A
(Part One) for the Provisional Sum items into fixed price items which shall apply if the work covered
by the Provisional Sum is instructed to be performed by the Contractor, by the Engineer. The
Contractor must comply with its obligations under Annexure A (Part Two) expediently and so as not
to cause any delay or disruption to the Contract Works.
(a) The parties acknowledge that Contract Price includes:
(i) full allowance for On-site Overheads for and in connection with the scope of works
covered by the Provisional Sum items; and
(ii) full allowance for Off-site Overheads and Profit for and in connection with the scope
of works covered by the Provisional Sum items.
(b) The amount payable to the Contractor in respect of the Provisional Sum items to be
performed by the Contractor shall be varied by the substitution of the allowance(s) in
Annexure A (Part One) for the Provisional Sum item by the aggregate of the prices agreed
by the parties pursuant to the processes set out in Annexure A (Part Two).
(c) Subject to 12.9.3(d) but otherwise despite any other provision of this Contract, and
regardless of the Cost to the Contractor of performing the Provisional Sum items (whether
individually or in aggregate), there shall be no adjustment or entitlement whatsoever for:
(i) On-site Overheads for or in connection with the Provisional Sum items; or
(ii) Off-site Overheads for and in connection with the scope of works covered by the
Provisional Sum items.
(d) To the extent the work covered by the Provisional Sum item is not directed to be performed
by the Contractor, the Contractor shall not be entitled to be paid the allowance included in
Annexure A (Part One) for that Provisional Sum item and this amount shall be deducted from
the Contract Price.
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12.14 Direct payment of subcontractors

Insert a new clause 12.14 as follows:
12.14.1 Should the Principal have a good reason to consider that the Contractor has defaulted in making
payment to any person in relation to the Contract Works, then the Principal shall provide written
notice to the Contractor requiring that within 10 Working Days the Contractor:
(a) obtain a written declaration (in a form acceptable to the Engineer, acting reasonably) from the
person (or if a company, then a director of that company) that they have received all monies
from the Contractor that are due and owing by the Contractor under the terms of the contract,
or failing that;
(a) give a reason to the Principal that the payment in question is in dispute, or failing that;
(b) make payment to the person to the extent required.
12.14.2 If the Contractor fails to undertake one of the actions under 12.14.1 within the time stipulated, the
Principal (or the Engineer) shall have the right to pay the relevant person directly and deduct such
amount from the amount to be paid to the Contractor or otherwise recover the amount from the
Contractor as a debt due. In addition, the Principal (or the Engineer) shall also be entitled to deduct
from any amount due to the Contractor or otherwise recover the amount from the Contractor all costs
and expenses properly incurred by the Principal in relation to any proceedings arising from such
default or delay.
13. Disputes
Insert new clause 13.8 as follows:
13.8 Injunctive or urgent relief

Nothing in this 13 will prejudice the right of the Principal or the Contractor to institute proceedings to
seek urgent interlocutory or injunctive relief.
14. Frustration and Default

14.2 Default by the Contractor
14.2.1 Insert new subclauses (d) to (j) as follows:
(d) the Contactor failing to pay to the Principal any sum in excess of $25,000 payable under or
pursuant to the Contact Documents (which sum is not in dispute) and such failure continues
for 20 Working Days;
(e) the Contractor failing to provide the Contractor’s Bond(s) in accordance with 3.1, or any new,
amended or replacement bond in accordance with 3.1, including within the applicable
timeframes prescribed by that clause;
(f) the Contractor failing to provide the parent company guarantee required under 3.3.2(a), duly
executed by the Contractor’s Guarantor, including within the timeframes prescribed by that
clause;
(g) the Contractor assigning, transferring or novating any part of its rights and/or obligations
under the Contract or purporting to do the same, in breach of 2.9;
(h) the Contractor failing to effect or maintain any insurance policy required to be so effected or
maintained by the Contractor under this Contract, including in accordance with the relevant
requirements under this Contract for that insurance policy;
(i) the Contractor failing to proceed continuously and diligently with the Contract Works or failing
to comply with an instruction of the Engineer;
(j) the Contractor suspending the Contract Works in whole or in part other than in accordance
with the Contract (except as expressly permitted by any Act or Regulation); or
(k) the Contractor committing a material breach of the Contract or committing a breach that has
a material effect,
In the event of an Insolvency Event occurring in relation to:
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(a) the Contractor;

(b) where the Contractor is comprised of more than one Person in joint venture, partnership,
consortium or other unincorporated grouping of two or more Persons, any Person comprising
the Contractor; or
(c) the Contractor’s Guarantor,
or if the Contractor repudiates the Contract, then the Principal may at its option by notice in writing to
the Contractor either immediately terminate the Contract or resume possession of the Site.
A new 14.2.6 is inserted as follows:
14.2.6 Without limitation or prejudice to the above provisions of this 14.2, the following will apply where the
Principal resumes possession of the Site or terminates the Contract under 14.2.1 or 14.2.2:
(a) the Contractor will, to the extent required by the Principal, assign to the Principal all of its
rights and benefits under its subcontracts within 10 Working Days of being requested to do
the same, such assignment to be effective from, and to relate to the Contractor’s rights and
benefits accruing from, the date the Principal resumes possession of the site or terminates
the Contract (as applicable);
(b) the Contractor will co-operate with the Engineer in the transfer of information and disposition
of work in progress so as to mitigate the Cost to the Principal of removing the Contractor and
completing the Contract Works;
(c) the Contractor will cooperate with the Principal and handover to the Principal all Contract
Material, Principal’s Material and all other information concerning the Project and the
Contract Works held be the Contractor and its Subcontractors or that is reasonably
obtainable by the Contractor;
(d) without limiting paragraph (c) above and to the extent not already done so, the Contractor
must handover to the Principal all guarantees, warranties, design documents, drawings, As-
built drawings and operation and maintenance manuals and all other documents necessary
for the completion, use, operation, maintenance and management of the Contract Works;
(e) the Contractor will comply with all other reasonable requests from the Engineer regarding the
terminated works and co-operate with and provide all reasonable assistance to the successor
contractor (if any) and/or the Principal following the removal of the Contractor to ensure that
there is a smooth and efficient handover of the Contract Works to any successor contractor
and/or the Principal as the case may be;
(f) if and to the extent requested by the Principal, the Contractor will assign to the Principal all of
the Contractor's rights and benefits under the Contractor's shipping documentation for items
of Materials to be supplied for incorporation into the Contract Works and execute all
documentation and do all things reasonably required by the Principal to effect such
assignment, within 10 Working Days of being requested to do the same, such assignment to
be effective from, and to relate to the Contractor’s rights and benefits accruing from, the date
the Principal resumes possession of the Site or terminates the Contract (as applicable);
(g) the Principal may pay any Subcontractor for any Materials delivered or works or services
executed for the purpose of the Contract (whether before or after the date of resumption or
termination) insofar as the price thereof has not already been paid by the Contractor, and any
such payments may be deducted from any sums due or to become due to the Contractor;
(h) the Contractor will provide to the Principal upon request and as a precondition to receiving
any payment under 14.2.4, such evidence as the Principal will reasonably require to satisfy
the Principal that property in all Materials which have been supplied by the Contractor to the
Principal has vested (or will upon such payment vest) in the Principal free of any
encumbrances; and
(i) the Contractor will procure that any consents obtained in connection with the Contract are
transferred into the name of the Principal or such Person as the Principal may direct.
A new 14.2.7 is inserted as follows:
14.2.7 Where the Principal resumes possession of the Site or terminates the Contract under 14.2.1 or
14.2.2, the Principal may:
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(a) Withhold further payments to the Contractor until all amounts that may become owing to the
Principal by the Contractor as a result of the Contractor being removed are known; and
(b) Require the Engineer, once the Principal has made a provisional election of its remedies, to
make a provisional assessment of all amounts that may become owing to the Principal by the
Contractor as a result of the Contractor being removed based on the Principal's provisionally
elected remedies, and that amount will be a sum immediately due and payable from the
Contractor to the Principal and the Principal may immediately recover such amount from the
Contractor and/or by making a call on the Contractor’s Bond and any bond or bonds provided
under paragraph 2.1(h) of Annexure B (Part Three).
Any amount paid by the Contractor to the Principal under 14.2.7(b) will be taken into account by the
Engineer when certifying under 14.2.4.
A new clause 14A is inserted as follows:
14A Termination for Convenience

14A.1 The Principal may at any time, and without cause, by giving written notice to the Contractor terminate
the Contract. Any such notice must specify a date (which must be on or after the date of the notice)
from which the termination is to take place.
14A.2 In the event that the Contract is terminated under 14A.1, the Contractor shall take all such steps as
are directed by the Principal to protect the Contract Works and cease all activity in a safe, orderly
and economical manner. The Contractor shall then leave the Site.
14A.3 Upon termination:
(a) the parties must comply with their respective obligations under 14.2.6 (on the basis that
14.2.6 applies in circumstances of a termination under this clause 14A); and
(b) the Contractor shall be entitled to be paid the amounts set out in (and subject to the
provisions of) 14.1.2 (as certified by the Engineer) except that the Contractor will not be
entitled to any payment for preliminary and general costs in respect of the unfinished
Contract Work.
A new clause 14B is inserted as follows:
14B Limitation of rights

The Contractor agrees that clauses 14 and 14A set out the Contractor’s exclusive entitlement in
respect of any frustration or termination of the Contract under clause 14 or 14A (as applicable), and
the Contractor shall not be entitled to make any Claim other than as expressly set out in those
clauses.
Section 16 - Confidentiality
A new Section 16 is inserted as follows:
16.1 Confidentiality
Each party undertakes and agrees that during the term of the Contract (and at all times after the
termination of the Contract) in respect of all Confidential Information to:
(a) use Confidential Information only for the purposes for which it was disclosed;
(a) keep confidential all Confidential Information which is not freely available to the public and not
divulge such Confidential Information or details thereof to any person or company (other than
where necessary for the purposes of the Contract Works) without the prior written consent of
the Principal; and
(b) obtain or confirm that it holds written confidentiality undertakings from its Personnel in respect
of the Confidential Information in terms of the Contract.
16.2 No disclosure
The Contractor undertakes for itself and its Personnel not, without the prior written consent of the
Principal, to disclose, or otherwise make public any Principal’s Material, Contract Material or any
23208345_6 | page 61
other information or material acquired in connection with or during the carrying out of the Contract
Works.
16.3 No copying
The Contractor is to ensure that none of Principal’s Material or Contract Material is used, copied,
supplied or reproduced for any purpose other than for the proper performance of the Contract Works.
16.4 Written undertakings

The Principal may at any time require the Contractor to give and to arrange for its Personnel
engaged in the performance of the Contract Works to give written undertakings, in a form required by
the Principal relating to the non-disclosure of Confidential Information. The Contractor is to promptly
arrange for all those undertakings to be given.
16.5 No announcements
The Contractor is not to make any public announcement, respond to media, publish or authorise the
publication of any article, photograph or other illustrations of the Contract Works or issue any release
to the media in relation to the Contract Works, the Contract or the subject matter of the Contract
without the prior written consent of the Principal.
16.6 Exception
(a) This clause will not apply to any information which is:
(i) in the public domain;
(ii) a necessary disclosure to the parties’ professional advisers; or
(iii) required to be disclosed to comply with statutory obligations, including, where
appropriate, the rules of the New Zealand Stock Exchange or any other recognised
public securities exchange applying to the Contractor.
(b) Despite 16.6(a)(iii), the Contractor may not make or permit announcements to the New
Zealand Stock Exchange or other recognised public security exchange without providing to
the Principal the form and content of the announcement and, except for that information
expressly required to be disclosed pursuant to the statutory and other legal obligations of the
Contractor or Contractor to announce to or report to the New Zealand Stock Exchange or
other recognised public security exchange, obtaining the prior approval of the Principal to
disclosure of the information included in such announcement.
Section 17 - General
A new section 17 is inserted as follows:
17.1 Joint and several liability

To the extent that the Contractor is comprised of more than one Person in joint venture, partnership,
consortium or other unincorporated grouping of two or more Persons (Joint Venture):
(a) those Persons will be jointly and severally liable to the Principal for all obligations, duties and
liabilities of the Contractor under the Contract;
(b) the Contractor will notify the Principal in writing as to which of those Persons (if not each of
them) will have authority to bind the Contractor and in the absence of such written notification
each such Person will be deemed to have the authority to bind the Contractor for all purposes
(which cannot be retrospectively changed by the Contractor);
(c) the Contractor must ensure that the composition or legal status of the Joint Venture is not
altered or changed in any way whatsoever without the prior written consent of the Principal;
(d) payment by the Principal under the Contract to an account nominated in writing by the
Contractor, or failing such nomination, to any one or more Persons constituting the Joint
Venture, will be deemed to be payment to all Persons constituting the Joint Venture; and
(e) all references to "Contractor" in the Contract will be deemed to be a reference to each and
every Person comprising the Contractor, individually, as well as to all the Persons comprising
the Contractor, together.
23208345_6 | page 62
17.2 Relationship of the parties

(a) Neither this Contract nor the relationship created by it, is intended to create, and will not be
construed as creating, any partnership or joint venture as between the parties.
(b) Except where this Contract expressly states otherwise, it does not create a relationship of
employment, trust, agency or partnership between the parties.
(c) The Contractor assumes responsibility for the manner in which the Contract Works are
performed. All of the Contractor’s Personnel will be under the complete control of the
Contractor and will not be deemed to be employees of the Principal, and nothing contained in
the Contract or in any subcontract will be construed to create any contractual relationship
between the Principal and any such Contractor’s Personnel.
17.3 Alterations
This Contract may be altered only in writing signed by each party.
17.4 Compliance with plans

The observance by the Contractor of any programme, procedure, policy, manual, plan or similar
instrument or tool referred to or derived or prepared under the Contract will not relieve the Contractor
from any of its obligations, duties or liabilities under the Contract.
17.5 Severability
A provision or part of a provision of this Contract that is illegal or unenforceable may be severed from
this Contract and the remaining provision or parts of provisions of this Contract continue in force.
17.6 Further assurances

Each party must do, at its own expense, everything reasonably necessary (including executing
documents) to give full effect to this Contract and any transaction contemplated by it.
17.7 Counterparts
This Contract may be executed in counterparts. All executed counterparts constitute one document.
17.8 Survival
Without limiting any express provisions of the Contract or implied by law which preserve provisions of
the Contract following termination or expiry, clauses 1, 6 and 9 of the Contract Agreement and
clauses 5.9.3, 7, 8.6, 12.3A.3, 12.5.10, 12.6, 13, 14, 14A, 14B, 16, 17.1, 17.2, 17.4, 17.5, 17.7 and
this 17.8 will survive termination or expiry for whatever reason of the Contract or the Contractor's
engagement under it.
[Drafting note: the Principal may require the provisions allowing the Principal to novate its interest to
another entity (as contained in clause 27.3 of the Preconstruction Services Agreement) to be
included in this document (mutatis mutandis).]
23208345_6 | page 63
Annexures
Attached as follows:
• Annexure A (Part One): Contract Price composition
• Annexure A (Part Two): Pricing process
• Annexure A (Part Three): Conditions for off-Site payments
• Annexure B: Drawings and Specifications (including Preliminary and General Specifications, and Site
plan)
• Annexure C: Agreed clarifications
• Annexure D: Title Documents
• Annexure E: Practical Completion requirements
23208345_6 | page 64
Annexure A (Part One): Contract Price

composition
construction sum1; Fixed lump sum $
allowance for Price TBC items Variable amount $
(clause 2.2.6)2
preliminaries sum3 (for On-site Fixed lump sum $
Overheads);
margin sum (for Off-site Fixed amount $
Overheads and Profit); and
provisional sums (clause 12.9)4 $
Contract Price Fixed Lump Sum (refer clause $
2.2)
1
refer attached schedule of trade prices.
2
refer attached list of Price TBC items and breakdown of allowance total against each item.
3
see attached list and breakdown of preliminaries (preliminary and general items) to which the preliminaries sum applies.
4
see attached list of provisional sum items and breakdown of provisional sum total against each item.
23208345_6 | page 65
Annexure A (Part Two): Pricing process

1 APPLICATION
1.1 The Contractor must follow the process set out in clause 2 of this Annexure for the purposes of
building up and fixing its pricing for:
(a) the remaining Price TBC items; and
(b) Provisional Sum items;
and to ensure there is total pricing transparency for the Engineer.
1.2 References in this Annexure to Provisional Sum items shall be deemed to include reference to the
Price TBC items.
1.3 The Contract Price includes and is deemed to include for all amounts necessary for the Contractor’s
full compliance with its obligations under this Annexure.
2 TENDER PROCESS
2.1 The Contractor acknowledges and agrees that the process set out in this clause 2 is to be followed
even where the Contractor would like to perform the applicable Provisional Sum item itself i.e. where
the Contractor does not wish to subcontract the Provisional Sum item, unless the Engineer advises in
writing otherwise.
2.2 The Contractor will not appoint a tenderer for Provisional Sum work without proceeding in accordance
with this clause 2.
2.3 The parties must follow the process below for the appointment of all Subcontractors other than those
already approved by the Principal and for which a fixed price has been included for the work of those
Subcontractors in the Contract Price in Annexure A (part 2).
2.4 The Contractor shall submit subcontract tender list for the Principal, the Quantity Surveyor and the
Engineer’s acceptance prior to seeking tenders. The preference is three or more tenderers (on
significant trades). The Contractor must obtain the Engineer’s approval for less than three tenderers.
A procurement meeting shall be held to confirm the tender list and to agree the conditions of tender
and identified items of particular note in the invitation prior to tender. The Contractor shall confirm
that the Subcontractors on the accepted list have the available resources and have agreed to submit
a price.
2.5 The Contractor must not include in any trade package any item that is or should have been covered
by the Contract Price for On-Site Overheads or Off-Site Overheads and Profit. The Contractor shall
provide all necessary information to the Quantity Surveyor to enable the Quantity Surveyor to verify
that no such items have been included under any trade package.
2.6 The Contractor shall send out invitations to tender and provide copies to the Quantity Surveyor at
time of invite.
2.7 The Quantity Surveyor shall be copied on all correspondence with tenderers during the tender period.
2.8 The sub-trade tenders shall close with Quantity Surveyor (at the office of RLB, Level 16, Vero Centre,
48 Shortland Street, PO Box 5377, Auckland, 1141, New Zealand, or via email to
tenders@nz.rlb.com.
2.9 The Contractor shall review the initial tenders, provide initial trade tender comparison adjusting for
tags and exclusions. The Contractor shall provide copies of correspondence to the Quantity Surveyor
and Engineer when requested.
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2.10 The Contractor, Engineer and Quantity Surveyor shall discuss/review initial tenders received, the
Contractors preferred tender(s) and seek to agree to the leading tender(s) and tags for Contractor
resolution.
2.11 The Engineer shall forward any design related tags (compiled by the Contractor) or alternative
products priced back to the relevant designers for their feedback. The Quantity Surveyor and
Contractor shall be copied in on this. Any alternatives submitted with tenders must be notified to the
Principal for acceptance.
2.12 The Engineer shall request all consultants for a designer’s response back to Contractor and cc’d to
Quantity Surveyor.
2.13 The Contractor, Engineer and Quantity Surveyor shall convene for a second meeting to evaluate
offers following the pricing, programme and quality review and technical tag assessment and agree
issues to be raised with preferred tenderers prior to the Contractor going back to sub-contractors for
final clarifications.
2.14 The Quantity Surveyor shall be provided all post-tender correspondence with all tenderers when
requested.
2.15 The Contractor shall submit an overall lump sum price including trade recommendations to Quantity
Surveyor and Engineer.
2.16 The Quantity Surveyor shall review, reconcile with budget and submit its recommendation to the
Principal and the Engineer.
2.17 The Principal shall approve the recommendation or provide comments to the Engineer.
2.18 The Engineer shall confirm to the Contractor the acceptance of a fixed price lump sum, or otherwise
provide comments, to enable appointment of sub-trades.
2.19 The Contractor must not consult with or negotiate with any tenderer without the prior written
agreement of Quantity Surveyor and, if required by Quantity Surveyor, with Quantity Surveyor in
attendance.
2.20 The Principal may (at its sole discretion) negotiate a price with the Contractor in lieu of the above
process.
2.21 The Contractor shall progressively submit an updated, revised Schedule of Prices which substitutes
the Price TBC items and Provisional Sum items with the fixed price lump sum subcontract prices until
all of the subtrades have been tendered (except as otherwise agreed by the Principal).
2.22 The Contractor shall not commence work on any Subcontractor trade package until a lump sum price
for that item has been agreed in accordance with the above process and only with the express
instruction of the Engineer. The Contractor shall only enter into obligations with third parties or incur
liabilities regarding the Subcontractor Trade Packages with the written authority of the Engineer.
2.23 The Subcontractor trade packages shall not include any On-Site Overheads and Off Site Overheads
and Profit. All allowances for On-Site Overheads and for Off-Site Overheads and Profit relating to the
Subcontractor trade packages are and shall be deemed included in the Contract Price as at the Date
of Acceptance of Tender.
2.24 The fact that the Principal, Engineer and/or Quantity Surveyor may have been involved in a tender
process, or confirming to the Contractor that the Contractor is entitled to engage a particular party, for
Provisional Sum work will in no way whatsoever relieve the Contractor from any of its obligations,
duties or liabilities under the Contract or transfer any obligation, duty, liability or risk to the Principal.
For clarity, any party engaged or to be engaged to perform Provisional Sum work is not a Nominated
Subcontractor.
3 DELAYS
3.1 If the Contractor and Principal have not been able to reach agreement in relation to the price of a
trade package in such time that ensures that the Contract Works are not delayed:
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(a) provided that such delay is not due to any delay, breach, neglect or wrongful act or omission of
the Contractor, the Contractor shall be entitled to claim an extension of time under 10.3.1(f)
(and not under any other clause) in relation to that delay. The Contractor’s entitlement to an
extension of time will be determined in accordance with 10.3; and
(b) any extension of time awarded pursuant to paragraph 3.1(a) above shall be the Contractor’s
sole entitlement in connection with that delay or any disruption to the Contract Works, and
otherwise in connection with any delay or disruption suffered or incurred in connection with the
process set out in this Annexure, and the Contractor shall not be entitled to any other Claim in
relation to any such delay or disruption.
4 OPEN BOOK BASIS
4.1 To the extent not already provided within the above, the Contractor must act in good faith and in a
fully transparent manner (including on a fully ‘open book’ basis) in order to enable the Engineer to be
sufficiently informed about amounts tendered by proposed Subcontractors and the make-up of the
pricing in respect of Provisional Sum items.
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Annexure A (Part Three): Conditions for off-

Site payments
1 On-Site Materials that are unfixed
1.1 Payment for Materials that are on-Site but unfixed are only to be included in a payment claim, and will
only be paid by the Principal, in respect of the items of Materials listed in the Specific Conditions of
Contract or otherwise agreed to by the Principal in its sole discretion, and in each case subject to the
prior compliance with the following requirements:
(a) the Materials have been made available for inspection by the Engineer;
(b) the Materials are, to the satisfaction of the Engineer, appropriately secured, protected and
stored separately from other goods and materials at the Site (at no cost to the Principal);
(c) the Materials are, to the satisfaction of the Engineer, clearly identified and marked (strictly in
accordance with instructions given by the Engineer) as the property of the Principal;
(d) the Materials are required to meet the reasonable requirements of the programme and are
not being prematurely procured or delivered to the Site;
(e) the Contractor has incurred a corresponding liability to pay for the Materials and has
demonstrated that liability (including its amount) to the satisfaction of the Engineer;
(f) the Materials are fully manufactured and built up (so not components) and are ready for
incorporation into the Contract Works, unless otherwise agreed in writing by the Principal
(g) the Contractor and each relevant Subcontractor (if any) has created a Security Interest in
favour of the Principal over the Materials pursuant to a document signed by the Contractor or
the relevant Subcontractor (as applicable) and which is in form and substance satisfactory to
the Principal, provided that the requirements in this paragraph (g) shall not apply to the extent
that the Principal has confirmed in writing that they shall not apply; and
(h) a financing statement in the form approved by the Principal has been registered on the
Personal Property Securities Register in respect of any Security Interest created over the
Materials in favour of the Principal and in respect of any Purchase Money Security Interest in
respect of the Materials where the Principal is the bailor or lessor that, in each case, perfects
the relevant Security Interest with a priority position acceptable to the Principal, provided that
the requirements in this paragraph (h) shall not apply to the extent that the Principal has
confirmed in writing that they shall not apply.
2 Off-Site Materials
2.1 Payment for Materials that are off-Site are only to be included in a payment claim, and will only be
paid by the Principal, in respect of the items of Materials listed in the Special Conditions of Contract
or otherwise agreed to by the Principal in its sole discretion, and in each case subject to the prior
compliance with the following requirements:
(a) if required by the Engineer, the Materials have been made available for inspection;
(b) the Materials are, to the satisfaction of the Engineer, appropriately secured, protected and
stored separately from other goods and materials at a location acceptable to the Principal (at
no cost to the Principal);
(c) the Materials are, to the satisfaction of the Engineer, clearly identified and marked (strictly in
accordance with instructions given by the Engineer) as the property of the Principal and, in
respect of Materials not in New Zealand, insured for their full replacement value;
(d) the Materials are required to meet the reasonable requirements of the programme and are
not being prematurely procured;
(e) the Contractor has incurred a corresponding liability to pay for the Materials and has
demonstrated that liability (including its amount) to the satisfaction of the Engineer;
23208345_6 | page 69
(f) the Contractor and each relevant Subcontractor has created a Security Interest in favour of
the Principal over the Materials pursuant to a document signed by the Contractor or the
relevant Subcontractor (as applicable) and which is in form and substance satisfactory to the
Principal, provided that the requirements in this paragraph (e) shall not apply to the extent
that the Principal has confirmed in writing that they shall not apply;
(g) a financing statement in the form approved by the Principal has been registered on the
Personal Property Securities Register in respect of any Security Interest created over the
Materials in favour of the Principal and in respect of any Purchase Money Security Interest in
respect of the Materials where the Principal is the bailor or lessor that, in each case, perfects
the relevant Security Interest with a priority position acceptable to the Principal, provided that
the requirements in this paragraph (f) shall not apply to the extent that the Principal has
confirmed in writing that they shall not apply;
(h) if the Materials are located in New Zealand:
(i) the Materials are fully manufactured and built up (so not components) and would
otherwise be ready for incorporation into the Contract Works, unless otherwise
agreed in writing by the Principal; and
(ii) the Contractor and each relevant Subcontractor (if applicable) has duly entered into
and delivered to the Engineer an Unfixed and Off-Site Materials Agreement in the
form set out in Schedule 14; and
(i) if the Materials are not located in New Zealand at the time that the payment claim is issued,
the Contractor procures the delivery to the Principal of a bond in form and from an issuer
satisfactory to the Principal in favour of the Principal for a face value equal to the amount
being claimed by the Contractor for such Materials.
3 Deposits
For clarity, references to “advances” for Materials shall be deemed to include deposits for those
Materials.
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Annexure B: Drawings and Specifications

(including P&G Specifications and Site plan)
As attached, listed or referred to herein.
23208345_6 | page 71
Annexure C: Agreed clarifications

As attached.
23208345_6 | page 72
Annexure D: Title Documents

As attached.
23208345_6 | page 73
Annexure E: Practical Completion

requirements
For Practical Completion of each Separable Portion and for the whole of the Contract Works, the Contractor
must have satisfied or achieved the following:
a. Delivered to the Engineer the following:
(i) All Producer Statements in a form acceptable to the Engineer and the Authority.
(ii) A “complete for review” set of all As-Built Drawings (for each separable portion practical
completion provide a set of manuals as applicable for that separable portion).
(iii) Testing and commissioning results for services trades as specified in the drawings and
specifications.
(iv) A comprehensive training programme for the Principal’s staff as required for the ongoing
management, operation and maintenance of the Contract Works as further detailed in the
Specification. The scope for the training is to be agreed with the Principal prior to Practical
Completion, and the actual training must be completed within a timeframe shortly after
Practical Completion.
(v) Acceptance from the Fire Protection Inspection Services for the fire services including
Certificate of Compliance and NZS4512 Appendix C Certificate of Completion for Fire Alarm
System for Sprinklers and Fire Services.
(vi) Final Inspection approval (IF2) from the Authority including their documentation
requirements for the Code of Compliance Certification application.
(vii) All security systems are fully operational.
(viii) All deeds of warranty required by the Contract and not already provided to or held by the
Engineer.
(ix) All Subcontractor guarantees, draft operating manuals etc. not already provided to or held by
the Engineer.
(x) All other relevant test certificates and approval certificates required from relevant Authorities.
(xi) All other inspection certificates required under any applicable legislative requirement for
occupation and the use of the Contract Works for its intended purposes.
b. Those tests which are required by the Contractor to be carried out and passed before the Contract
Works or Separable Portion reach Practical Completion have been carried out and passed.
c. In relation to code compliance certificates:
(i) The Contractor has properly submitted an application to the relevant Authority for all code
compliance certificates required in relation to the Separable Portion or the Contract Works.
(ii) The Authority has undertaken all inspections and issued the final inspection approval (IF2) of
the Separable Portion or Contract Works required for the purposes of issuing all code
compliance certificates required in relation to that Separable Portion or the Contract Works.
(iii) There is nothing that the Engineer is aware of in respect of the Contract Works or Separable
Portion that would prevent or delay the issuance of all code compliance certificates required
in relation to the Contract Works.
23208345_6 | page 74
d. In relation to the resource consent conditions, the Contractor has demonstrated to the Engineer that
resource consent conditions that are the responsibility of the Contractor have been satisfied for the
relevant Separable Portion or the Contract Works, as applicable.
e. Connected, tested, balanced and certified all services within the Contract Works in accordance with the
Contract.
f. Removed all rubbish from the Site and completed the final clean to the satisfaction of the Engineer.
g. The Contractor has, in relation to any Separable Portion, joined, abutted and/or married in the
completed work in the Separable Portion:
(i) to the completed work in adjoining separate parts in accordance with the Contract
Documents; and
(ii) to incomplete work in an adjoining incomplete separate part to the satisfaction of the
Engineer; and
(iii) satisfied the requirements of the Operational Handover Plan as outlined in the
Preconstruction Services Agreement (refer to Schedule 4); and
(iv) to provide suitable separation between the ongoing construction activities and any
completed Separable Portion.
h. The Contractor acknowledges and accepts that the Engineer will be requiring Producer Statements
Construction Review or certification by the design consultants to verify that the various elements of the
Contract Works (or the Separable Portion as the case may be) are complete and that the Engineer will
not issue a Practical Completion Certificate until the Contractor has facilitated issue of such
certifications.
i. Provide to the Engineer a list of all Subcontractors and contact details/phone numbers (including 24hr
contacts where appropriate) responsible for maintenance of works during the defects notification period
and holding general or specific guarantees/warranties in favour of the Principal for any duration during
or beyond the defect notification period.
j. Supply to the Engineer/Principal all spare parts required by the Contract.
k. Supply to the Engineer/Principal all loose items of equipment required by the Contract to complete any
system specified, including all keys, operable wall locking devices, remote controls, handsets, etc and
ensure that all such systems operate as specified.
l. Supply to the Engineer/Principal all items specified, purchased and paid for that are no longer required
for the Contract Works, as requested by the Engineer.
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Schedules
• Schedule 3: Form of Contractor’s Performance Bond – as attached;
• Schedule 4: Form of Principal’s Bond – not applicable;
• Schedule 5: Form of Contractor’s bond in lieu of retentions – not applicable;
• Schedule 6: Form of Producer Statement – Construction – as per NZS 3910:2013;
• Schedule 7: Information on Contractor arranged construction insurance – not applicable;
• Schedule 8: Information on Contractor arranged Plant insurance – as per NZS 3910:2013;
• Schedule 9: Information on public liability insurance – as per NZS 3910:2013;
• Schedule 10: Information on Contractor arranged motor vehicle insurance – as per NZS 3910:2013;
• Schedule 11: Information on Contractor arranged professional indemnity insurance – as per NZS
3910:2013;
• Schedule 12: Information on Principal arranged construction insurance – as per NZS 3910:2013;
• Schedule 13: Forms of Contractor (or Subcontractor) warranty and Subcontractor Continuity
Guarantee – as attached;
• Schedule 14: Form of Unfixed and Off-site Materials Agreement – as attached;
• Schedule 15: Practical Completion Certificate – as per NZS 3910:2013;
• Schedule 16: Final Completion Certificate – as per NZS 3910:2013; and
• Schedule 17: Form of Parent Company Guarantee – as attached.
23208345_6 | page 76
Schedule 3 – Form of Contractor’s

Performance Bond
As attached.
23208345_6 | page 77
FORM OF CONTRACTOR’S PERFORMANCE BOND
This Deed of Performance Bond and Undertaking is made on 202……….

by (1) [insert Surety details] (Bank)
in favour of (2) Kiwi Property Holdings Limited (Grantee)
Introduction
A. [Contractor] Limited as contractor (the Contractor) has entered into a construction contact dated [
] (the Contract) with the Grantee as principal relating to the Build-to-Rent (BTR) development
at Sylvia Park, Auckland with the Contractor to carry out the construction of certain works more
particularly described in the Contract.
B. The Contract requires the Contractor to provide to the Grantee security, in the form of a bond, for the
Contractor’s performance under the Contract.
C. Words and phrases with capital initial letters that are not otherwise defined in this bond shall have the
meaning set out in the Contract.
It is declared
1 The Bank irrevocably and unconditionally undertakes to the Grantee to pay immediately on written
demand (subject to compliance with clause 2) any sum or sums which may from time to time be
demanded by the Grantee for any amount certified as payable pursuant to the provisions of clause 2,
or demanded under clause 3, up to a maximum aggregate sum of NZ$[insert amount stated at
3.1.2 of the Specific Conditions] (the Guaranteed Amount) and is bound for payment of the
Guaranteed Amount to the Grantee. Subject to clause 2 or 3 (as applicable), the amount demanded
shall be paid by the Bank to a bank account in New Zealand advised by the Grantee.
2 Except where clause 3 applies, any demand by the Grantee pursuant to clause 1 shall be
accompanied by a certificate from the Engineer (acting independently and impartially) advising of
default(s) by the Contractor of its obligations under the Contract, the failure of the Contractor to
remedy such default(s) within the period required under the Contract, and certifying an amount
payable by the Contractor as a result of such default(s), which certificate, except in the case of
manifest error, shall, for the purposes of this bond, be conclusive evidence of such breach and the
amount payable.
3 In circumstances of an Insolvency Event occurring in respect of the Contractor or the Contractor’s
Guarantor, the Grantee may demand under clause 1 any sum up to the Guaranteed Amount (less
any amount or amounts the Bank may previously have paid under this Deed) and the Grantee is not
required to provide the certificate described in paragraph 2 above.
4 The undertaking contained in this Deed shall be a continuing undertaking and the liability of the Bank
under it shall not be affected by any act, omission, matter or thing that would otherwise operate in
law or in equity to reduce or release the Bank from liability under this deed. Without limitation to the
foregoing, the Bank shall remain liable under this Deed notwithstanding:
(a) any alteration in the terms of the Contract;
(b) any alteration in the extent or nature of the obligations to be completed, observed or
performed by the Contractor under the Contract;
(c) any allowance of time by the Grantee or otherwise under the Contract;
(d) the forbearance or waiver by the Grantee in respect of any of the Contractor’s obligations or
in respect of any default on the part of the Contractor;
(e) that the Contractor or the Contractor’s Guarantor (in either case being a company) may be
wound up or dissolved, or (being a natural person) is declared bankrupt or insolvent; or
(f) there being a dispute between the Bank and the Contractor’s Guarantor in connection with
the Contract or this deed.
5 The undertaking contained in this Deed shall terminate upon the earlier of the following events:
23208345_6 | page 78
(a) upon payment by the Bank of the Guaranteed Amount in full;

(b) such earlier date as may be agreed in writing by the Grantee and the Bank;
(c) the date of issue of the Practical Completion Certificate for the whole of the Contract Works
under the Contract.
6 Notwithstanding anything else in this Deed, the Bank may at any time without being required, pay to
the Grantee to a bank account in Auckland advised by the Grantee the Guaranteed Amount less any
amount or amounts the Bank may previously have paid under this Deed or such lesser sum as may
be required and specified by the Grantee. Amounts paid to the Grantee pursuant to this clause will
be held by the Grantee as security for the Contractor’s performance under the Contract.
7 Any notice by the Grantee pursuant to this Deed shall be deemed to have been properly given if
signed by or on behalf of the Grantee and sent by registered mail or delivered by hand to the Bank at
[Bank’s address], Auckland. If sent by registered mail notice shall be deemed to have been properly
given on the third working day after posting to the Bank at the above address.
8 This Deed and the Grantee’s rights and benefits under it may only be assigned by the Grantee to a
transferee or assignee of the Grantee’s interest under the Contract, or by way of security to the
Grantee’s financiers, or otherwise with the prior written consent of the Bank which shall not be
unreasonably withheld. The Grantee shall give the Bank notice in writing of any assignment advising
the address and details of the assignee.
9 For the avoidance of doubt the Bank may not assign any right or obligation under this deed.
10 This deed is governed by and will be construed according to the laws of New Zealand.
Execution
Executed as a deed poll
[insert Bank] by
__________________________________ _______________________________
Director Director
__________________________________ _______________________________
23208345_6 | page 79
Schedule 5 – Form of Contractor’s

Retentions Bond
Not applicable.
23208345_6 | page 80
Schedule 13 – Forms of Contractor (or

Subcontractor) warranty and Subcontractor
Continuity Guarantee
As attached.
23208345_6 | page 81
PART A - FORM OF SUBCONTRACTOR WARRANTY
DATED
GIVEN by: [insert Subcontractor’s details] Limited (with its successors and assigns the
Guarantor)
IN FAVOUR of: Kiwi Property Holdings Limited (with its successors and assigns the Principal)
BACKGROUND
A. [insert name] (Contractor) and the Principal have entered into a contract dated [ ] (Main
Contract) to deliver the Build-to-Rent (BTR) development at Sylvia Park, Auckland (Contract
Works).
B. The Contractor and the Guarantor are parties to a certain contract dated [insert date] (Subcontract)
for the works described in the schedule to this Warranty (Subcontract Works).
C. The Contractor has, with the consent of the Principal, sublet to the Guarantor that part of the
Contract Works to be carried out under the Main Contract as more particularly described in this deed.
In consideration of the Guarantor being engaged to undertake part of the Contract Works, the
Guarantor has agreed to guarantee to the Principal all of the Guarantor’s workmanship, goods,
services or materials used or employed in the course of the Subcontract Works.
NOW THIS GUARANTEE WITNESS as follows:
1. For the purposes of this deed:

(a) except as expressly modified by this deed or where inconsistent with the context, capitalised
terms in this deed shall have the same meaning as given to them in the Main Contract;
(b) the words “including”, “for example” or “such as” when introducing an example, do not limit
the meaning of the words to which the example relates to that example or examples of a
similar kind;
(c) the expression “defects” shall extend to include all defects, faults, omissions, shrinkages,
undue deterioration and other faults which are due to Materials or workmanship not being in
accordance with the Subcontract or the warranty contained in clause 2;
(d) the expression “repair” shall include and extend to renewal or replacement necessary to
remedy defects;
(e) references to buildings or structures in which the work is performed or sited shall be deemed
to include all fittings, fixtures or other improvements forming part of or situated within or
appended to any part of such buildings or structures;
(f) a reference to an “obligation” shall include and extend to a covenant, guarantee, indemnity
and warranty; and
(g) any notice required to be given by the Principal to the Guarantor pursuant to the provisions of
this deed shall be deemed to have been validly and effectually given by leaving the same at
or posting it to the registered office of the Guarantor or, if there is no such registered office,
by leaving it at or posting it to the business address of the Guarantor last known to the
Principal. In the event of such notice being given by post the same shall be deemed to have
been received on the date 2 days after posting thereof.
2. The Guarantor guarantees to the Principal, from the date of execution of this deed until expiry of
[insert period] from the date of Practical Completion of the whole of the Contract Works, as follows:
23208345_6 | page 82
(a) the Materials used in the Subcontract Works shall be new, of good quality, fit for the purposes
for which they are required and in accordance with the provisions of the Subcontract;
(b) all workmanship used or employed in the Subcontract Works has been used or employed to
the highest standard in accordance with best trade practices applicable to the Subcontract
Works, in a good and workmanlike manner and in accordance with the provisions of the
Subcontract and the Main Contract,
and without limiting the above, guarantees to the Principal to rectify any defect in the Subcontract
Works notified to the Guarantor, to the standard required by the Subcontract, at any time while this
deed remains in force.
3. The Guarantor shall not be liable for any defects or damage to the extent caused by:
(a) wilful act or negligence of the Principal or any other person other than the Guarantor;
(b) fire, explosion, earthquake, war, subsidence or slips, other than caused by defect in the
Subcontract Works;
(c) any force of nature which the Guarantor could not have reasonably foreseen;
(d) any neglect or unnecessary delay by the Principal in giving notice to the Guarantor of a
defect in the Subcontract Works after it becomes known to the Principal; or (e) design
faults, errors, or discrepancies, unless the design of the part of the Subcontract Works that is
the subject of the defect was undertaken by or for the Guarantor;
(f) use of the Subcontract Works by the Principal or any other Person in any manner or for any
purpose not being the intended manner of use or purpose of the Subcontract Works;
(g) failure by the Principal or other Person to maintain the Subcontract Works in accordance
with good practice and any manufacturer’s stated or recommended instructions or
requirements; or
(h) fair wear and tear.
4. All rectification of Subcontract Works required in order for the Guarantor to comply with this deed
shall be carried out at the Guarantor’s cost in all things, promptly, in a good and workmanlike
manner, without unnecessary inconvenience to any occupiers, and to the satisfaction of the Principal.
If any building consent or other statutory approval or consent is required for the rectification work,
then the Guarantor shall obtain such consent or approval at its cost and comply with any conditions
thereto. The Guarantor warrants to make good any damage to buildings or structures in which the
works are performed or situated caused by any defect or repairs or replacements in or to the
Subcontract Works.
5. If the Guarantor does not rectify any defects within fourteen (14) days of being notified of the defects,
the Principal may, without being under any obligation to do so, carry out the work required and the
Guarantor shall be liable for all costs incurred by the Principal. If the Principal elects to carry out the
rectification, the Guarantor shall not be released from any of its obligations or liabilities under this
deed.
6. The Guarantor further indemnifies and holds the Principal harmless from and against any costs,
claims, liabilities, or expenses which the Principal may incur or for which the Principal may become
liable arising from any failure by the Guarantor to promptly rectify all defects in the Subcontract
Works notified to it under this deed.
7. This deed may be assigned by the Principal at any time without the consent of the Contractor or the
Guarantor.
8. In the event that this deed is executed by the Guarantor prior to the issue of a Practical Completion
Certificate under the Main Contract, no variation of the Subcontract Works subsequent to the
execution of this deed and before the date of the issue of a Practical Completion Certificate under the
Main Contract shall be deemed to vary the liability of the Guarantor hereunder, and all references to
the Subcontract Works shall be deemed to include the Subcontract Works as originally specified
together with such variations thereto and the issuing of any Practical Completion Certificate or the
Final Completion Certificate in respect of the Subcontract Works or any part of the Subcontract
Works (or of the Contract Works of which it forms part) shall not affect the liability of the Guarantor
under this deed.
23208345_6 | page 83
9. In addition, the Guarantor’s liability under this deed is not affected or limited in any way by reason of
any:
(a) alteration in the terms of the Subcontract or Main Contract;
(b) alteration in the extent or nature of the Subcontract Works to be completed, delivered or
maintained;
(c) allowance of time or forbearance or waiver by the Principal, the Contractor or by the
Engineer;
(d) alterations of the extent or nature of the Guarantor’s obligations;
(e) indulgence or additional or advance payment, forbearance, payment or concession given to
the Guarantor;
(f) compromise or resolution of any dispute; or
(g) an Insolvency Event occurring in respect of the Contractor (or any entity comprising the
Contractor) or the Contractor’s Guarantor; or
(h) failure to detect or prevent any default by the Guarantor under the Subcontract.
10. If the Guarantor has carried out any part of the Subcontract Works by way of a subcontractor, then
the Principal may require that, in addition to this deed, the Guarantor shall have the subcontractor
complete a guarantee in favour of the Principal in the form of this deed for the portion of the
Subcontract Works carried out by the subcontractor. The provision of a guarantee on the said terms
by any subcontractor shall not in any way release the Guarantor from any of its liability under the
Subcontract.
11. This deed shall be in addition to and shall not derogate from any manufacturer’s warranty or any
warranty implied by law or the Defects Notification Period in the Subcontract, attaching to any part of
the Subcontract Works.
12. The Guarantor agrees and consents to participate and be joined as a party in, or consolidate any
adjudication, arbitration, or other proceeding under this deed with any adjudication, arbitration or
proceedings initiated under the Main Contract if the dispute under this deed arises in connection with
the same or substantially the same matters or facts. If such participation and/or joinder is not
possible, the Guarantor agrees and consents to any such related disputes under this deed being
determined by the same arbitrator that is appointed under the Main Contract concurrently (or as soon
as possible after) and on the same basis as the arbitration under the Main Contract. The Guarantor
agrees to do all things reasonably required by the Principal to give effect to this clause.
13. The Guarantor must do or use its reasonable endeavours to cause to be done anything necessary or
desirable to give effect to this deed and the arrangements set out in this deed, and will refrain from
doing anything which might prevent full effect being given to this deed.
14. This deed is governed by and will be construed in accordance with the laws of New Zealand, and the
parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand and any
courts which have jurisdiction to hear appeals from any of those courts and waives any right to object
to any proceedings being brought in those courts.
23208345_6 | page 84
EXECUTED as a deed poll
SIGNED on behalf of the [insert]

by its directors
____________________________________
Signature of director
____________________________________
Name of director
____________________________________
Signature of director
____________________________________
Name of director
GUARANTOR’S DETAILS
Physical address: [ insert ]
Postal address: [ insert ]
Facsimile: [ insert ]
Telephone: [ insert ]
Attention: [ insert ]
23208345_6 | page 85
SCHEDULE
The Subcontract Works are:
[describe the works that are the subject of the Guarantee],
as more specifically described in the Subcontract.
23208345_6 | page 86
PART B - FORM OF SUBCONTRACTOR CONTINUITY GUARANTEE
THIS DEED is dated the……………….day of ……………………………………………202…..

BY
[Insert] (hereinafter with its successors and permitted assigns the Subcontractor).
IN FAVOUR OF
Kiwi Property Holdings Limited (hereinafter with its successors and assigns the Principal).
BACKGROUND
A. By an agreement dated ……………………………………………….(Contract) made between
the Principal and ……………………………………………………………………….(Contractor),
the Contractor agreed to construct, complete, deliver and remedy certain works (Contract Works)
described in the Contract and to carry out and fulfil the obligations imposed upon the Contractor.
B. The Contractor has with the consent of the Principal sublet part of the Contract Works to be carried
out under the Contract to the Subcontractor.
NOW THIS DEED witnesses as follows:

1. The Subcontractor hereby covenants that in the event of the employment of the Contractor being
determined under the Contract, the Subcontractor will, if required by the Principal, complete this
portion of the Contract Works under the same conditions and for the same consideration as originally
agreed between the Contractor and the Subcontractor. The Principal shall only be liable for
payments under such arrangement accruing as from the date of issue of the requirement by the
Principal to the Subcontractor.
2. The Subcontractor acknowledges that he has read the Contract and he is fully conversant with the
provisions thereof.
3. Any dispute between the Principal and the Subcontractor arising out of this deed, shall be referred to
arbitration in accordance with the provisions of the Arbitration Act 1996 or any statutory re-enactment
or modification thereof.
In witness of which this deed has been executed.
SIGNED by the Contractor
__________________________________ __________________________________
Signature of director Signature of director
__________________________________ __________________________________
Name of director Name of director
23208345_6 | page 87
PART C - FORM OF CONTRACTOR’S DEED OF WARRANTY
[Note: where the Contractor is comprised of more than one Person, each of those Persons must execute this
deed.]
DATED
GIVEN by: [insert name of Contractor] Limited (with its successors and assigns the Guarantor)
IN FAVOUR of: Kiwi Property Holdings Limited (with its successors and assigns the Principal)
BACKGROUND
A. The Guarantor and the Principal have entered into a construction contract dated [ ] 20[ ]
(Contract) for the delivery of the Build-to-Rent (BTR) development at Sylvia Park, Auckland
(Contract Works).
B. In consideration of the Guarantor being engaged to undertake the Contract Works, the Guarantor
has agreed to guarantee to the Principal the watertightness and weathertightness of the Contract
Works and all workmanship, goods, services or materials used or employed in the course of the
Contract Works.
NOW THIS GUARANTEE WITNESSES as follows:
1. For the purposes of this deed:

(a) except as expressly modified by this deed or where inconsistent with the context, capitalised
terms in this deed shall have the same meaning as given to them in the Main Contract;
(b) the words “including”, “for example” or “such as” when introducing an example, do not limit
the meaning of the words to which the example relates to that example or examples of a
similar kind;
(c) the expression “defects” shall extend to include all defects, faults, omissions, shrinkages,
undue deterioration and other faults which are due to Materials or workmanship not being in
accordance with the Main Contract or the warranty contained in clause 2;
(d) the expression “repair” shall include and extend to renewal or replacement necessary to
remedy defects;
(e) references to buildings or structures in which the work is performed or sited shall be deemed
to include all fittings, fixtures or other improvements forming part of or situated within or
appended to any part of such buildings or structures;
(f) a reference to an “obligation” shall include and extend to a covenant, guarantee, indemnity
and warranty; and
(g) any notice required to be given by the Principal to the Guarantor pursuant to the provisions of
this deed shall be deemed to have been validly and effectually given by leaving the same at
or posting it to the registered office of the Guarantor or, if there is no such registered office,
by leaving it at or posting it to the business address of the Guarantor last known to the
Principal. In the event of such notice being given by post the same shall be deemed to have
been received on the date 2 days after posting thereof.
2. The Guarantor guarantees to the Principal that:
(a) for a period of ten (10) years from the date of Practical Completion of the whole of the
Contract Works, that the Contract Works will remain watertight and weathertight in
accordance with Good Industry Practice; and
23208345_6 | page 88
(b) for each of the items and corresponding periods set out in the Preliminary and General
Specifications as listed as attached [Drafting note: a schedule of all warranties is to be
attached to this deed when compiled for signing], and otherwise for a period of ten (10) years,
in each case from the date of Practical Completion of the whole of the Contract Works that:
(i) the Contract Works are as required by the Main Contract, and if not otherwise
specified such works shall be in accordance with Good Industry Practice;
(ii) the Materials used in the Contract Works shall be new and of good quality, fit for the
purposes for which they are required and otherwise in accordance with the provisions
of the Main Contract;
(iii) all workmanship used or employed in the Contract Works has been used or employed
to the highest standard and in accordance with Good Industry Practice and the
provisions of the Main Contract.
and, without limiting the above, guarantees to the Principal to rectify any defect in the
Contract Works notified to the Guarantor at any time while this deed remains in force.
3. The Guarantor further warrants and guarantees to the Principal, while the guarantee in clause 2 is in
force, that the Guarantor will upon demand rectify and make good any defects in the Contract Works
giving rise to, or resulting from,
(a) a failure of the Contract Works to remain watertight or weathertight in accordance with
acceptable industry standards;
(b) any want of repair or defect in the Materials; and
(c) any want of repair or defect in the Contract Works arising from or incidental to poorly
executed or improper trade practices.
4. The Guarantor shall not be liable for any defects or damage to the extent caused by:
(a) wilful act or negligence of the Principal or any other person other than the Guarantor;
(b) fire, explosion, earthquake, war, subsidence or slips other than caused by defect in the
Contract Works;
(c) any force of nature which the Guarantor could not have reasonably foreseen;
(d) any neglect or unnecessary delay by the Principal in giving notice to the Guarantor of a
defect in the Contract Works after it becomes known to the Principal;
(e) design faults, errors, or discrepancies, unless the design of the part of the Contract Works
that is the subject of the defect was undertaken by or for the Guarantor;
(f) use of the Contract Works by the Principal or any other Person in any manner or for any
purpose not being the intended manner of use or purpose of the Contract Works;
(g) failure by the Principal or other Person to maintain the Contract Works in accordance with
good practice and any manufacturer’s stated or recommended instructions or requirements;
or
(h) fair wear and tear.
5. All rectification of the Contract Works required in order for the Guarantor to comply with this deed
shall be carried out at the Guarantor’s cost in all things, promptly, in accordance with Good Industry
Practice, without unnecessary inconvenience to any occupiers, and to the satisfaction of the
Principal. If any building consent or other statutory approval or consent is required for the
rectification work, then the Guarantor shall obtain such consent or approval at its cost and comply
with any conditions thereto. The Guarantor warrants to make good any damage to buildings or
structures in which the works are performed or situated caused by any defect or repairs or
replacements in or to the Contract Works.
6. If the Guarantor does not rectify any defects within fourteen (14) days of being notified of the defects,
the Principal may, without being under any obligation to do so, carry out the work required and the
Guarantor shall be liable for all costs incurred by the Principal. If the Principal elects to carry out the
rectification, the Guarantor shall not be released from any of its obligations or liabilities under this
deed.
23208345_6 | page 89
7. This deed may be assigned by the Principal at any time without the consent of the Guarantor.
8. The Guarantor further indemnifies and holds the Principal harmless from and against any costs,
claims, liabilities, or expenses which the Principal may incur or for which the Principal may become
liable arising from any failure by the Guarantor to promptly rectify all defects in the Contract Works
notified to it under this deed.
9. In the event that this deed is executed by the Guarantor prior to the issue of a Practical Completion
Certificate under the Main Contract, no variation of the Contract Works subsequent to the execution
of this deed and before the date of the issue of a Practical Completion Certificate under the Main
Contract shall be deemed to vary the liability of the Guarantor hereunder, and all references to the
Contract Works shall be deemed to include the Contract Works as originally specified together with
such variations thereto and the issuing of any Practical Completion Certificate or the Final
Completion Certificate in respect of the Contract Works or any part of the Contract Works shall not
affect the liability of the Guarantor under this deed.
10. In addition, the Guarantor’s liability under this deed is not affected or limited in any way by reason of
any:
(a) alteration in the terms of the Main Contract;
(b) alteration in the extent or nature of the Subcontract Works to be completed, delivered or
maintained;
(c) allowance of time or forbearance or waiver by the Principal or by the Engineer;
(d) alterations of the extent or nature of the Guarantor’s obligations;
(e) indulgence or additional or advance payment, forbearance, payment or concession given to
the Guarantor;
(f) compromise or resolution of any dispute; or
(g) failure to detect or prevent any default by the Guarantor under the Main Contract.
11. This deed shall be in addition to and shall not derogate from any manufacturer’s warranty or any
warranty implied by law or the Defects Notification Period in the Main Contract, attaching to any part
of the Contract Works.
12. The Guarantor must do or use its reasonable endeavours to cause to be done anything necessary or
desirable to give effect to this deed and the arrangements set out in this deed, and will refrain from
doing anything which might prevent full effect being given to this deed.
13. To the extent that the Guarantor is comprised of more than one Person in joint venture, partnership,
consortium or other unincorporated grouping of two or more Persons:
liabilities of the Guarantor under this deed; and
(b) all references to "Guarantor" in this deed will be deemed to be a reference to each and every
Person comprising the Guarantor, individually, as well as to all the Persons comprising the
Guarantor, together.
EXECUTED as a deed poll

SIGNED on behalf of [insert Contractor] by
its directors
__________________________________ __________________________________
Signature of director Signature of director
__________________________________ __________________________________
Name of director Name of director
23208345_6 | page 90
Schedule 14 – Form of Unfixed and Off-site

Materials Agreement
Date
Parties
Kiwi Property Holdings Limited (with its assignees, transferees, successors and novatees, “the Principal”)
[insert Contractor’s details] Limited (with its successors and permitted assigns, “the Contractor”); and
[insert Subcontractor’s details] Limited (with its successors and permitted assigns, “the Subcontractor”)
Background
A The Principal has entered into a construction contract dated [insert] (Main Contract) with the
Contractor to deliver the Build-to-Rent (BTR) development at Sylvia Park, Auckland project.
B The Contractor has, with the consent of the Principal, sublet to the Subcontractor part of the Contract
Works (Subcontract Works) to be carried out under the Main Contract.
C The Contractor has requested the Principal to make payment under the Main Contract for certain
Materials that are off-Site and that are to be supplied by the Subcontractor, as permitted under the
Main Contract. A more detailed description of the Materials is given in the Schedule to this
Agreement.
D It is a precondition to any such payment under the Main Contract that the Contractor and the
Subcontractor enter into this Agreement.
E In consideration of the Principal agreeing to make payment for the Materials to the Contractor under
the Main Contract, and the Contractor agreeing to make payment for the Materials to the
Subcontractor under the Subcontract, the Principal, the Contractor and the Subcontractor have
agreed to enter into this Agreement.
Agreed terms
1. General
1.1 Definitions
In this Agreement, unless the context otherwise requires or where specifically defined herein, terms
defined in this Agreement shall have the same meaning given to them in the Main Contract.
1.2 Governing law
This Agreement is governed by and will be construed in accordance with the laws of New Zealand.
1.3 Construction rule

This Agreement will not be construed to the disadvantage of the Principal on the basis that the
Principal put it forward.
2. Requirements in respect of Materials

2.1 Identity of Materials
The Subcontractor will ensure that the Materials are:
23208345_6 | page 91
(a) whenever requested by the Engineer, made available for inspection by the Principal or its
nominee;
(b) at all times and to the satisfaction of the Engineer, appropriately secured, protected and
stored separately from other goods and materials at a location acceptable to the Principal (at
no cost to the Principal); and
(c) at all times and to the satisfaction of the Engineer, clearly identified and marked (strictly in
accordance with instructions given by the Engineer) as the property of the Principal;
2.2 Access
The Subcontractor grants to the Principal (and/or its nominees) free and unencumbered access to
any premises where any Materials are located to:
(a) inspect the Materials;
(b) satisfy the Principal that the Subcontractor is in compliance with its obligations under this
Agreement, including clause 2.1; and/or
(c) take possession of the Materials, and/or remove the Materials from the premises, at any time
after ownership in the Materials has transferred to the Principal pursuant to clause 5.1(a).
The Subcontractor and the Contractor each agree to take all steps and do all things required to
ensure that the Principal obtains access to the premises in accordance with the provisions of this
Agreement.
2.3 Transportation of Materials
(a) The Subcontractor will, if required to do so by the Principal, at any time after ownership in the
Materials has transferred to the Principal pursuant to clause 5.1(a) arrange for the Materials
to be transported to the Site. Transportation (including, loading, unloading and freight) will be
at no Cost to the Principal.
(b) Neither the Subcontractor nor the Contractor will permit, allow or cause the Materials to be
taken away from the Subcontractor's premises, except for the purpose of being transported to
the Site.
3. Responsibility for Materials

Notwithstanding any other provision of this Agreement, the Contractor and Subcontractor are jointly
and severally responsible to the Principal for the care of the Materials together with any loss or
damage to the Materials.
4. Contractor to pay the Subcontractor

The Contractor warrants to each of the Principal and the Subcontractor that it will make payment for
the Materials to the Subcontractor pursuant to the Subcontract.
5. Title and Security interests

5.1 Title in the Materials
The Subcontractor acknowledges and agrees that ownership of the Materials will immediately
transfer to the Principal upon the earlier of:
(a) when the Materials have been delivered to the Site; or
(b) when the Principal has paid the Contractor for the Materials under the Main Contract.
5.2 Security interests
The Subcontractor will:
(a) ensure that, as at and from the point that ownership in the Materials transfers to the Principal
pursuant to clause 5.1(a) and until the date of the applicable certificate of Practical
23208345_6 | page 92
Completion under the Main Contract, those Materials will be free of any Security Interest
whatsoever (except any Permitted Security Interest);
(b) not claim that is has, and will not make any registration in respect of, any Security Interest in
the Materials; and
(c) procure that its Personnel do not claim that they have, or make any registration in respect of,
any Security Interest in the Materials.
6. Liability
The Subcontractor indemnifies the Principal in respect of any loss or damage suffered or incurred by
the Principal:
(a) arising out of or in connection with any third party claim as to ownership of any Materials or
any Security Interest in respect of any Materials (except any Permitted Security Interest);
and/or
(b) in connection with any failure of the Subcontractor to comply with or perform any of its
obligations under this Agreement.
7. Miscellaneous
7.1 Contract not affected
Nothing in this Agreement limits or affects in any way:
(a) any right of the Principal under the Contract; and/or
(b) any other pre-condition to payment under the Main Contract or the Subcontract including, in
respect of the Contractor, its obligations under clause 12.1 and/or Annexure A (Part Three) of
the Main Contract.
7.2 Assignment or Novation
(a) Neither the Contractor nor the Subcontractor may assign, whether in part or in whole, any of
their rights, benefits or obligations under this Agreement without the prior written consent of
the Principal (which it may or may not give at its discretion).
(b) The Principal may assign, charge or novate all or any part of its rights and/or obligations
under this Agreement to any assignee, chargee or novatee of the Principal under the
Contract without the Subcontractor and/or the Contractor's consent.
(c) The Subcontractor and the Contractor must, if and when requested by the Principal, at their
own cost, promptly do all things and execute all such documents reasonably necessary to
give effect to any assignment, charge or novation by the Principal, including in the case of a
novation, entering into a deed of novation with the Principal and the relevant person
nominated by the Principal in a form required by the Principal.
7.3 Further assurances
Each party agrees to do or use its reasonable endeavours to cause to be done anything necessary
or desirable to give effect to this Agreement and the arrangements set out in this Agreement, and will
refrain from doing anything which might prevent full effect being given to this Agreement.
7.4 No waiver
A waiver of any provision of this Agreement will not be effective unless given in writing, and then it
will be effective only to the extent that it is expressly stated to be given. A failure, delay or indulgence
by any party in exercising any power or right will not operate as a waiver of that power or right. A
single exercise or partial exercise of any power or right will not preclude further exercises of that
power or right or the exercise of any other power or right.
7.5 Severability
If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in
any respect under any applicable law, the validity, legality and enforceability of the remaining
provisions contained in this Agreement will not in any way be affected or impaired.
23208345_6 | page 93
7.6 Amendment
No amendment or other modification of this Agreement will be effective unless it is in writing, is dated
and is signed by a duly authorised representative of each party.
7.7 Counterparts
This Agreement may be executed in counterparts (including facsimile or electronic copies of
counterparts) and provided that each party has duly executed a counterpart, the counterparts
together will constitute a valid and binding Agreement between the parties.
7.8 Governing law and disputes
(a) This Agreement is governed by and will be construed in accordance with the laws of New
Zealand. Any dispute arising out of this Agreement is to be referred to arbitration before a
sole arbitrator. If, within 15 Working Days of notice of dispute, the parties to the dispute
cannot agree on a single arbitrator, any party to the dispute may request the President of the
Arbitrators’ and Mediators’ Institute of New Zealand to appoint an arbitrator.
(b) Nothing in clause 7.8(a) will prejudice the right of any party to institute proceedings to seek
urgent interlocutory or injunctive relief.
7.9 Joint and Several Liability
To the extent that the Contractor or Subcontractor is comprised of more than one Person in joint
venture, partnership, consortium or other unincorporated grouping of two or more Persons:
liabilities of the Contractor or Subcontractor (as applicable) under this Agreement; and
(b) all references to "Contractor" or “Subcontractor” (as applicable) in this Agreement will be
deemed to be a reference to each and every Person comprising the Contractor or
Subcontractor (as applicable), individually, as well as to all the Persons comprising the
Contractor or Subcontractor (as applicable), together.
SCHEDULE:
[Insert a detailed description of the Materials, and details about the location of Materials]
23208345_6 | page 94
EXECUTED as an agreement
KIWI PROPERTY HOLDINGS LIMITED by:
Print Name
Witness
Print Name
Occupation
Address
[CONTRACTOR] LIMITED by:
Print Name
Witness
Print Name
Occupation
Address
[SUBTRACTOR] LIMITED by:
Print Name
Witness
Print Name
Occupation
Address
23208345_6 | page 95
Schedule 17 – Form of Parent Company

Guarantee
PARENT COMPANY GUARANTEE & INDEMNITY FOR THE BUILD-TO-RENT (BTR) DEVELOPMENT
AT SYLVIA PARK, AUCKLAND
[Drafting note: amendments may be required for any non-New Zealand incorporated guarantor.]
Date
Parties
Name [●]
Short form name Guarantor
Notice details [●]

Short form name Beneficiary
Notice details Attention: [●]
PO Box 2071, Auckland 1140
Background
In consideration of the Beneficiary entering into the Project Documents with the Contractor, the Guarantor
has agreed to grant the undertakings contained in this document in favour of the Beneficiary.
Agreed terms
1. Defined terms and interpretation
1.1 Defined terms
In this document:
Authorisation means any consent, authorisation, registration, filing, agreement, notarisation,

certificate, permit, licence, approval, authority or exemption of, from or required by, a government
agency or required by law. Where intervention or action of a government agency within a
specified period would fully or partly prohibit or restrict something by law, Authorisation includes
the expiry of that period without that intervention or action.
Business Day has the same meaning as Working Day in the Contract.
Companies Act means the Companies Act 1993.
Contract means the construction contract dated [insert date] for the Build-to-Rent (BTR)
development at Sylvia Park, Auckland.
Contractor means [●].
Control means:
(a) controlling the composition of the board of that company (with such phrase being
construed as contemplated by section 7 of the Companies Act but where relevant
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references to other company or another company are deemed to include any person) or
influencing or having the capacity to influence the composition of the majority of members
of the board of that company;
(b) being the company's holding company within the meaning of the definition in section 5 of
the Companies Act;
(c) being in a position to cast, or control the casting of, more than 50% of the maximum
number of votes that may be cast at a general meeting of the shareholders; or
(d) having a relevant interest (as defined in section 146 of the Companies Act) in more than
50% of the voting securities of the company (where relevant references to director in that
section are deemed to include any person).
End User has the meaning given in the Contract.
Excluded Tax means a Tax imposed by a jurisdiction on, or calculated by reference to, the net
income of the Beneficiary in a jurisdiction because the Beneficiary has a connection with that
jurisdiction.
Guaranteed Indebtedness means all indebtedness (present and future and of whatever nature)
and other monetary obligations owed by the Contractor (whether alone or with any other person)
to the Beneficiary under the Project Documents.
Guaranteed Obligations means all obligations (present and future, expressed or implied and of
any nature, including that which arises under any monetary liabilities) of the Contractor owed to or
for the benefit of the Beneficiary under the Project Documents, other than an obligation to pay the
Guaranteed Indebtedness.
Insolvency Event means any of the following:
(a) (inability to pay debts) the Guarantor is or is presumed unable or admits inability to pay its
debts as they fall due, suspends making payments on any of its debts or, by reason of
actual or anticipated financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(b) (asset value) the value of the Guarantor’s assets is less than its liabilities (taking into
account contingent and prospective liabilities);
(c) (at risk) the Guarantor has been declared at risk pursuant to the Corporations
(Investigation and Management) Act 1989, becomes subject to a recommendation made
by the Financial Markets Authority to the Minister of Justice or, as the case may be, the
Minister of Finance supporting the appointment of a statutory manager pursuant to that
Act, or a statutory manager is appointed over all or any of the assets of that person under
that Act;
(d) (moratorium) a moratorium is declared in respect of any indebtedness of the Guarantor;
(e) (legal proceedings) any corporate action, legal proceedings or other procedure or step is
taken without the Beneficiary’s prior written consent in relation to:
(i) the suspension of payments or administration;
(ii) a winding-up, dissolution or reorganisation (whether by way of voluntary

arrangement, scheme of arrangement or otherwise) of the Guarantor, except for
the purposes of, and followed by, an amalgamation or solvent reconstruction on
terms previously approved in writing by the Beneficiary;
(iii) a composition, assignment or arrangement with any creditor of the Guarantor in

each case in connection with actual or anticipated financial difficulties;
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(iv) the appointment of a liquidator, receiver, receiver and manager, administrator,

statutory manager or other similar officer in respect of the Guarantor or any of its
assets;
(v) enforcement of any security over any assets of the Guarantor with a value in
excess of $[insert appropriate threshold]; or
(vi) any equivalent procedure or step is taken under the laws of any jurisdiction,
unless (in each case, except in the case of paragraph (iv) above) the legal proceedings
are, or other procedure or step is:
(A) being taken or carried out by a person other than the Guarantor;
(B) being challenged by the Guarantor; and
(C) stayed or discharged within 15 Business Days.
Loss means a loss, claim, action, damage, liability, cost, charge, expense, penalty,
compensation, fine or outgoing suffered, paid or incurred and includes loss of margin and loss of
profit.
Power means any right, power, discretion or remedy of the Beneficiary under any Relevant
Document or applicable law.
PPSA means the Personal Property Securities Act 1999.
Project Documents means:
(a) the Contract;
(b) any warranty or deed entered into or given by the Contractor pursuant to the Contract; and
(c) such other document that the parties agree in writing from time to time is a Project
Document for the purposes of this document.
Relevant Documents means this document and the Project Documents.
Tax means any tax, levy, duty, rate, impost or other charge or withholding of a similar nature
(including stamp duty, goods and services tax, and transaction taxes and duties) imposed, levied
or assessed by a government agency, and any related penalty, fine, fee or interest.
1.2 References
Unless the context requires otherwise, a reference in this document to:
(a) an agreement includes any legally enforceable arrangement, understanding, undertaking

or representation whether or not in writing;
(b) at any time includes from time to time;
(c) costs incurred by a person includes all commissions, charges, losses, expenses
(including legal fees on a solicitor and own client basis) and Taxes incurred by that
person;
(d) distribution has the meaning given to that term in the Companies Act;
(e) government agency means any government or governmental, semi-governmental,

administrative, public, regulatory or judicial entity, body, department, commission, agency
or authority;
(f) include or including and similar words do not limit what else may be included;
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(g) indebtedness includes any obligation (whether present or future, actual or contingent,
secured or unsecured, joint or several, as principal, surety or otherwise) relating to the
payment or repayment of money;
(h) law includes any common law, equity and any statute;
(i) material adverse effect means something, which in the reasonable opinion of the
Beneficiary, has or is likely to have a material adverse effect on:
(i) the financial condition, business, or operations of the Contractor or the Guarantor;
(ii) the ability or willingness of the Contractor or the Guarantor to perform or comply
with its obligations under any Relevant Document; or
(iii) the validity or enforceability of the whole or any part of a Relevant Document or
any rights or remedies of the Beneficiary under a Relevant Document,
and references to material adverse change will be construed accordingly; and
(j) property includes the whole and any part of the Guarantor’s business, assets,
undertaking, revenues and rights (in each case, present and future), and reference to any
property includes any legal or equitable interest in it.
1.3 Interpretation
In this document:
(a) headings are for reference only and do not affect interpretation;
(b) references to clauses, schedules and annexures are to those in this document, and a
reference to this document includes any schedule and annexure;
(c) any undertaking, representation, warranty or indemnity by two or more parties (including
where two or more persons are included in the same defined term) binds them jointly and
severally;
(d) references to a document or agreement includes that document or agreement as novated,

altered, amended, supplemented or replaced from time to time;
(e) references to any thing includes any part of it and a reference to a group of things or
persons includes each thing or person in that group;
(f) references to a party include that party’s successors, permitted assigns, executors and
administrators (as applicable);
(g) references to legislation or other law or a provision of them includes regulations and other
instruments under them, and any consolidation, amendment, re-enactment or
replacement;
(h) the singular includes the plural and vice versa, a gender includes other genders and
different grammatical forms of defined expressions have corresponding meanings;
(i) unless stated otherwise, anything (other than making a payment) required to be done on
or by a day which is not a Business Day, must be done on or by the next Business Day;
(j) if the Beneficiary reasonably considers that an amount paid by the Contractor or the
Guarantor under a Relevant Document is capable of being avoided or otherwise set aside
on the liquidation or administration of that person or otherwise, then that amount will not
be considered to have been irrevocably paid for the purposes of this document;
(k) the meaning of “or” will be that of the inclusive, being one, some or all of a number of
possibilities’; and
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(l) no provision or expression is to be construed against a party on the basis that the party (or
its advisers) was responsible for its drafting.
2. Guarantee and indemnity

2.1 Guarantee
The Guarantor guarantees to the Beneficiary:
(a) the due and punctual payment and delivery by the Contractor of the Guaranteed
Indebtedness; and
(b) the due observance and punctual performance by the Contractor of the Guaranteed
Obligations.
2.2 Payment
If the Contractor fails to pay all or any part of its Guaranteed Indebtedness when due, the
Guarantor shall, on the Beneficiary’s demand, pay that Guaranteed Indebtedness to the
Beneficiary in accordance with clause 7.1, whether or not demand for payment has been made on
the Contractor or any other person.
2.3 Performance
If the Contractor defaults in the due and punctual observance or performance of all or any part of
the Guaranteed Obligations, the Guarantor shall, on the Beneficiary’s demand, perform or procure
the performance of the Guaranteed Obligations, whether or not demand for performance has
been made on the Contractor or any other person.
2.4 Indemnity
The Guarantor indemnifies the Beneficiary against, and must pay on demand amounts equal to,
any Loss of the Beneficiary arising out of:
(a) any of the Guaranteed Indebtedness (or any sum which, if recoverable, would have
formed part of the Guaranteed Indebtedness) not being recoverable from the Contractor
or the Guarantor by the Beneficiary; and
(b) any transaction relating to any Guaranteed Indebtedness, or any Guaranteed Obligations,
being or becoming at any time void, voidable, defective or otherwise unenforceable and
any other circumstances whatsoever which may allow the Guarantor to avoid paying such
amounts or performing such obligations, in whole or in part,
in each case, for any reason (whether or not within the Beneficiary’s knowledge) including any
legal or equitable limitation, disability or incapacity of or affecting the Contractor, the Guarantor or
any other person.
3. Liability of Guarantor
3.1 Principal liability
The liability of the Guarantor under this document is the liability of a principal obligor and not
merely as a surety. Each obligation of the Guarantor under clause 2 is unconditional and
irrevocable.
3.2 Liability not prejudiced

The liability of the Guarantor under this document will not be affected or diminished, nor will any
other guarantee or security provided by the Guarantor be released or discharged, by any act,
indulgence, omission or matter which, but for this clause 3.2, would have operated to release the
Guarantor wholly or partly from its liability to the Beneficiary, including:
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(a) (indulgence) the granting of any time, credit, indulgence, waiver or other concession to
the Contractor, the Guarantor or any other person, whether by the Beneficiary or any other
person (whether or not at the request of the Contractor, the Guarantor or other person);
(b) (insolvency) the insolvency or dissolution of the Contractor, the Guarantor or any other
person or the appointment of any receiver, manager, administrator, statutory manager or
other similar person in respect of the Contractor, the Guarantor or any other person over
the whole or any part of its or their respective assets, or any step being taken towards
such dissolution or appointment;
(c) (scheme of arrangement) the Contractor, the Guarantor or other person being party to
an amalgamation, assignment for the benefit of creditors, scheme or deed of
arrangement, composition of debts, scheme of reconstruction or change in composition,
status or control;
(d) (cessation of liability) the liability of the Contractor, the Guarantor or any other person
ceasing from any cause whatever (including any release or discharge by the Beneficiary
or by operation of law), or any other agreement, guarantee, security or right held by or
available to the Beneficiary at any time being or becoming in whole or in part void,
voidable, defective or unenforceable for any reason or being released, discharged or
varied in whole or in part;
(e) (other agreement) any other person providing any other agreement, guarantee or
security, or the Contractor, the Guarantor or any other person failing to provide any other
agreement, guarantee or security required by the Beneficiary;
(f) (incompetency) any incapacity or lack of power on the part of the Contractor, the
Guarantor or any other person, or the failure of the Contractor, the Guarantor or any other
person to become liable under, or it being incompetent to give, any other agreement,
guarantee or security required by the Beneficiary;
(g) (amendment) any:
(i) amendment, variation, assignment, transfer, novation, supplement, restatement,

suspension, replacement or extinguishment of any or all Project Documents or any
other agreement (and whether in whole or in part);
(ii) amendment, waiver, compounding, compromise, release, abandonment,

relinquishment or renewal of any other agreement, guarantee, security or any
assets, or any of the rights of the Beneficiary against the Contractor, the
Guarantor or any other person; or
(iii) any failure to notify the Contractor, the Guarantor or other person of any of the
events or circumstances set out in 1.1(g)(i) or 1.1(g)(ii);
(h) (enforcement) the enforcement of, or failure to enforce (including the failure to make a
valid demand), any rights under any other agreement, guarantee or security or any law;
(i) (powers) anything done or omitted to be done by the Beneficiary in the exercise or non-
exercise of any of its rights or powers; or
(j) (breach) any breach of a Project Document by, or other default of, the Beneficiary.
4. Limitation of liability
Notwithstanding anything expressed or implied to the contrary in this document, the obligations of
the Guarantor under or in connection with this document shall not exceed the maximum liability of
the Contractor under the Project Documents. This clause 4 shall not limit the Guarantor’s liability:
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(a) to the extent that such liability cannot be limited by law; or
(b) due to any of the Guaranteed Indebtedness and/or Guaranteed Obligations becoming
void, voidable, unenforceable or otherwise invalid for any reason, in which case, for the
purpose of determining the maximum aggregate liability under this clause 4, such
Guaranteed Indebtedness and/or Guaranteed Obligations shall be taken into account as if
it were not void, voidable, unenforceable or invalid.
5. Independent obligations
5.1 Continuing guarantee
The liability of the Guarantor under this document continues and remains in full force and effect,
and extends to the ultimate balance of the Guaranteed Indebtedness and Guaranteed Obligations
outstanding, until the Beneficiary grants a release in writing of the Guarantor’s obligations under
clause 10, irrespective of any intermediate payment, settlement of account or any other matter.
5.2 Independent obligation

The obligations in this document:
(a) (additional obligations) are in addition to and independent of and not in substitution for
any other guarantee, security or right which the Beneficiary may have at any time; and
(b) (no merger) will not merge with or in any way be prejudiced or affected by, or prejudice or
affect, any such guarantee, security or right.
5.3 Beneficiary’s discretion
The Beneficiary may at any time:
(a) determine whether to enforce, or refrain from enforcing, this document or any other
guarantee, security or right;
(b) enforce this document without first taking steps or proceedings against the Contractor or
any other person; and
(c) make any new arrangement, or change or replace any existing arrangements, or
compromise with the Contractor or any other person, without notice to or the consent of
the Guarantor, notwithstanding that this may increase the Guaranteed Indebtedness or
Guaranteed Obligations.
5.4 No marshalling
The Beneficiary is not required to marshal, enforce or apply under, or appropriate, recover or
exercise any other guarantee, security or right held by it at any time or any moneys or assets
which it holds or is entitled to receive at any time before enforcing this document against the
Guarantor.
6. Exercise of Guarantor’s rights

6.1 No competition
Until such time as the Beneficiary grants a release in writing of the Guarantor’s obligations under
clause 10, the Guarantor may not exercise or enforce any right to, directly or indirectly:
(a) be indemnified by the Contractor (whether by subrogation, contribution or otherwise);
(b) prove in the liquidation of the Contractor, or take steps to recover (whether directly or by
set-off, counterclaim or otherwise), or accept, money or other property in respect of any
amount due to it (whether actually or contingently) from the Contractor;
(c) claim the benefit of or enforce any security interest or guarantee from the Contractor; or
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(d) exercise any other right it may have to receive the benefit of any distribution or payment,
except, in each case, with the Beneficiary’s prior written consent, and then only in such manner
and on such terms as the Beneficiary may require.
6.2 Hold on trust
If any money or other property is received or recovered by the Guarantor:
(a) as a result of any exercise of any such right under clause 6.1; or
(b) in the dissolution of the Contractor or any other person,
the Guarantor must immediately pay or transfer that money or property to the Beneficiary (and, in
the case of money, all interest accruing on it), and, pending that payment or transfer, will hold that
money or property in trust for the Beneficiary.
6.3 Waiver
The Guarantor waives in favour of the Beneficiary:
(a) all its rights of subrogation, contribution and marshalling against the Beneficiary, the
Contractor and any other person; and
(b) any other right so far as necessary to give effect to the guarantee and indemnity in this
document.
7. Payments
7.1 Payment on demand
The Guarantor will pay as and when due for payment (whether on the normal due date, on
acceleration or otherwise) to the Beneficiary the Guaranteed Indebtedness on demand:
(a) in immediately available, fully transferable, cleared funds for value on the due date to the
bank account (if any) specified by the Beneficiary;
(b) free and clear of any restriction or condition;
(c) except to the extent required by law, without any deduction or withholding for or on
account of Tax or on any other account, whether by way of set-off, counterclaim or
otherwise; and
(d) in the currency in which the relevant Guaranteed Indebtedness is denominated.

7.2 Default interest
If moneys are not paid when due under this document, the Guarantor must pay interest upon that
amount due at the rate prescribed by the Contract.
7.3 Gross-up
If:
(a) the Guarantor is required by law to make any deduction or withholding for or on account of
any Tax from any amount paid or payable by it under this document; or
(b) the Beneficiary is required by law to make any payment for or on account of any Tax
(other than in respect of an Excluded Tax) or otherwise on or in relation to any amount
received or receivable by it under any Relevant Document,
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then:
(a) the Guarantor must, promptly on becoming aware that it must make the deduction or
withholding (or that there is any change in the rate or the basis of such deduction or
withholding), notify the Beneficiary accordingly;
(b) the Guarantor must ensure that any such deduction or withholding does not exceed the
legal minimum and shall pay the amount required to be deducted, withheld or paid to the
relevant authority before the date on which penalties attach thereto;
(c) the amount payable by the Guarantor in respect of which that deduction, withholding or
payment is required to be made will be increased to the extent necessary to ensure that,
after that deduction, withholding or payment is made, the Beneficiary receives and retains
(free from any liability in respect of any such deduction, withholding or payment) a net
amount equal to the amount which it would have received and so retained had no such
deduction, withholding or payment been made; and
(d) the Guarantor must promptly deliver to the Beneficiary the receipt issued by the applicable
authority evidencing that such deduction or withholding has been made.
7.4 Appropriation
The Beneficiary may appropriate all amounts received by it, and any amounts which are held by it,
for or to the account of the Guarantor, in any order or manner the Beneficiary determines
(including as between principal, interest and other amounts owing to the Beneficiary and including
so as to enable the Beneficiary to preserve any purchase money security interest under the
PPSA).
8. Representations and warranties

8.1 General representations
The Guarantor represents and warrants to the Beneficiary that:
(a) (parent company) it is the holding company of the Contractor;
(b) (status)
(i) it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation;
(ii) it has power to own its assets and carry on its business as it is being conducted;
(c) (binding obligations) the obligations expressed to be assumed by it in the Relevant

Documents are legal, valid, binding and enforceable obligations, in accordance with their
respective terms;
(d) (no conflict) the entry into and delivery, and the exercise of its rights, and performance of
and compliance with its obligations, under the Relevant Documents and each transaction
contemplated thereby, do not and will not:
(i) conflict with any law or regulation applicable to it;
(ii) conflict with any constitutive documents applicable to it;
(iii) conflict with any agreement or instrument binding on it or any of its assets;
(iv) exceed any limitation on, or constitute an abuse of, the powers of its directors or
officers; and
(v) result in an event of default or termination event (however described) under any
other agreement which it has entered into;
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(e) (power and authority) it has the power to enter into, perform, deliver and comply with
and has taken all necessary action to authorise its entry into, delivery of and performance
and compliance with the Relevant Documents to which it is a party and the transactions
contemplated by those Relevant Documents;
(f) (Authorisations)
(i) it has taken all necessary corporate, trustee and other relevant action (including
the obtaining of consents and other requirements) required to be taken to
authorise the entry into and performance of, and compliance with, its obligations
under each Relevant Document; and
(ii) all Authorisations required or desirable to enable it to lawfully enter into, and
exercise its rights and comply with its obligations under the Relevant Documents
to which it is a party, and to make the Relevant Documents to which it is a party
admissible in evidence in its jurisdiction of incorporation, have been obtained,
and such consents and Authorisations are in full force and effect;
(g) (no default) no event or circumstance has occurred or exists and is outstanding which
constitutes a breach of or default under any Relevant Document or other agreement which
is binding on it or to which its assets are subject which has a material adverse effect;
(h) (solvency) no Insolvency Event exists in respect of it;
(i) (competence and experience) it has and will continue to have the competence,
experience, skills, and expertise to perform the Guaranteed Obligations and comply,
observe and perform the Guaranteed Obligations in accordance with the Relevant
Documents;
(j) (resources) it has and will maintain the financial, technical and other resources to meet
the Guaranteed Obligations; and
(k) (nature and scope) it is aware of the nature and scope of the Guaranteed Obligations
and will at its own initiative appraise itself on an ongoing basis of any change in the nature
and scope of the Contractor's Obligations.
8.2 Representations and warranties continuing
Each of the representations and warranties made by the Guarantor in clause 8.1 are made on the
date of this document and are deemed to be repeated by the Guarantor on the first day of each
calendar month during the term of this document, by reference to the facts and circumstances
then existing.
9. Undertakings
9.1 Positive undertakings
The Guarantor must:
(a) (notify of misrepresentation or material adverse effects) notify the Beneficiary of the
occurrence of any misrepresentation or event or circumstance which would constitute a
material adverse change, immediately on becoming aware of it; and
(b) (other information) provide to the Beneficiary promptly such further information regarding
its financial condition, business and operations as the Beneficiary reasonably requests.
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9.2 Negative undertakings

The Guarantor agrees that, unless the Beneficiary has otherwise consented in writing, it will not:
(a) (disposals) whether by a single transaction, a number of related or unrelated

transactions, and whether at the same time or over a period of time, dispose of all or any
material part of its assets;
(b) (change of business) make a material change in the nature or scope of its business as
presently conducted; or
(c) (change in control) cease to, directly or indirectly, Control the Contractor.
10. Release and reinstatement

10.1 Release
If the Beneficiary is satisfied that:
(a) all Guaranteed Indebtedness has been irrevocably paid in full and all commitments which
might give rise to Guaranteed Indebtedness have terminated;
(b) no further indebtedness which is Guaranteed Indebtedness might in future become

payable to the Beneficiary under or pursuant to this document or any other agreement
entered into, or as a result of any matter or circumstance occurring; and
(c) all Guaranteed Obligations have been satisfied and there are no liabilities or obligations
which will subsequently fall within the description of Guaranteed Obligations,
the Beneficiary will, at the Guarantor’s request and cost, execute a discharge of the Guarantor’s
obligations under this document.
10.2 Effect of Release

No release under clause 10.1 shall operate to release the Guarantor or any other person from
liability for the payment or fulfilment of any Guaranteed Indebtedness, Guaranteed Obligations or
other obligation for which it is liable or obligated to the Beneficiary independently of this
document.
10.3 Reinstatement
The Guarantor agrees that, if a payment made, amount applied, or other transaction relating to
the Guaranteed Indebtedness or the Guaranteed Obligations is void, voidable, unenforceable or
defective for any reason or a related claim is upheld, conceded or settled (each an Avoidance),
then, even though the Beneficiary knew or should have known of the Avoidance:
(a) each Power and the Guarantor’s liability under each Relevant Document will be what it
would have been, and will continue, as if the payment or transaction the subject of the
Avoidance had not occurred; and
(b) the Guarantor will immediately execute and do anything required by the Beneficiary to
restore the Beneficiary to its position immediately before the Avoidance (including
reinstating any Relevant Document).
This clause 10.3 survives any termination or full or partial discharge or release of this document or
any other Relevant Document.
11. Indemnities and costs

11.1 Indemnity
The Guarantor agrees to indemnify, and to pay or reimburse on demand, the Beneficiary for all
costs and other liabilities incurred or sustained by the Beneficiary in connection with:
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(a) (enforcement and exercise of rights) any actual, attempted or contemplated:
(i) enforcement of any Relevant Document; or
(ii) exercise, preservation or consideration of any right under or pursuant to any

Relevant Document or at law (including expenses and liabilities resulting from a
mistake or error of judgment); or
(b) (enquiry) any enquiry by a government agency involving the Guarantor or any transaction
or activity with which the Guaranteed Indebtedness is connected.
11.2 Survival of indemnities
(a) Each indemnity in this document is:
(i) unconditional and irrevocable; and
(ii) a continuing and separate obligation which will survive termination, release or
discharge of this document or any other Relevant Document, payment of all other
Guaranteed Indebtedness, and compliance with all Guaranteed Obligations.
(b) The Beneficiary need not incur an expense or make a payment before enforcing an
indemnity or reimbursement obligation in this document.
11.3 Guarantor’s costs
The Guarantor will pay its own costs in connection with this document.
12. Assignment
12.1 By Guarantor
The Guarantor may not assign, transfer or otherwise deal with its rights, interests or obligations
under this document or any other Relevant Document without the Beneficiary’s prior written
consent.
12.2 By Beneficiary
Subject to the Relevant Documents, the Beneficiary may:
(a) assign, transfer or novate or otherwise deal with its rights, interests and obligations under
this document without the consent of, or notice to, the Guarantor; and
(b) disclose, on a confidential basis, to a proposed party to such assignment, transfer,

novation or other dealing any information the Beneficiary considers appropriate about the
Guarantor, the Relevant Documents and any transaction in connection with any of them.
12.3 Assistance
The Guarantor agrees to do or execute anything reasonably requested by the Beneficiary to effect
an assignment, transfer, novation or other dealing under this clause 12.
13. Notices
13.1 Form of Notice
Each notice, demand, consent, approval or other communication (Notice) under this document:
(a) (format) must be in writing, in English and signed on behalf of the party; and
(b) (delivery method) must be hand delivered or sent by prepaid post (or airmail if
applicable) or email to the recipient’s address for notices specified in the ‘Details’ section
of this document (as may be varied by any Notice given by the recipient to the party).
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13.2 Effective on receipt

A Notice given in accordance with this clause 13 takes effect when received (or at a later time
specified in it), and is taken to be received:
(a) (personal delivery) if hand delivered, on delivery;
(b) (post) if sent by prepaid post, on the third Business Day after the date of posting (or on
the seventh Business Day after the date of posting if posted to or from a place outside
New Zealand); or
(c) (email) if sent by email, at the time and date at which the sender’s email system records
that the email was successfully delivered to the recipient (provided that an automated ‘out
of office’, deliver failure or similar message is not received),
but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm
(addressee’s time) on a Business Day, the Notice is taken to be received at 9.00am (addressee’s
time) on the next Business Day.
13.3 Validity
A Notice is validly given by the Beneficiary even if returned unclaimed or if the recipient has been
wound up or is absent from the place the Notice is delivered or sent to.
13.4 Other methods

This clause 13 does not limit any provision for giving Notices in another Relevant Document, any
other method for giving Notices or serving demands provided for by law.
14. General
14.1 No implied waivers
(a) Time is of the essence in this document, but no failure to exercise, or delay in exercising,
a Power operates as a waiver of that Power. The single or partial exercise of a Power
does not prevent a further exercise of that or any other Power. Unless expressly provided
in a Relevant Document, no Power or Relevant Document merges in, limits or excludes
any other Power, Relevant Document or judgment which the Beneficiary (or anyone
claiming through it) may have or obtain.
(b) A consent or waiver by the Beneficiary in relation to this document is effective only if in
writing.
14.2 Discretions
Except to the extent otherwise expressly provided, the Beneficiary may act in its absolute and
sole discretion when forming any opinion, exercising (or not exercising) any Power, taking (or not
taking) any action, giving or withholding consents or releases, dealing with any other matter, or
imposing any terms in respect of any such matter.
14.3 Remedies cumulative
Powers under the Relevant Documents are cumulative and do not limit or exclude Powers under
law.
14.4 Partial invalidity
If at any time a provision of any Relevant Document is illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, that provision shall be ineffective in that jurisdiction to the
extent of the illegality, invalidity or unenforceability. This does not affect the validity or
enforceability of that provision in any other jurisdiction, nor the validity or enforceability of the
remainder of this document in any jurisdiction.
23208345_6 | page 108

14.5 Amendment
No amendment to this document is effective unless it is in writing and signed by or on behalf of
each party to it.
14.6 Conflicts
In the event of a conflict between a provision of this document and any other Relevant Document,
the Beneficiary may, in its absolute discretion, determine which provision will prevail.
14.7 Certificates
A certificate of the Beneficiary as to any amount or fact which might reasonably be expected to be
within the Beneficiary's knowledge shall be prima facie evidence of such amount or fact.
14.8 Counterparts
This document may be executed in any number of counterparts. This has the same effect as if
the signature on the counterparts were on a single copy of this document.
14.9 Delivery
For the purposes of section 9 of the Property Law Act 2007, and without limiting any other mode
of delivery, this document will be delivered by the Guarantor immediately on the earlier of:
(a) physical delivery of an original of this document (or a counterpart of it), executed by the
Guarantor, into the custody of the Beneficiary or the Beneficiary’s solicitors; or
(b) transmission by the Guarantor or its solicitors (or any other person authorised in writing by
the Guarantor) of a scanned copy of an original of this document (or a counterpart of it),
executed by the Guarantor, to the Beneficiary or the Beneficiary’s solicitors.
15. Governing law and jurisdiction

This document is governed by the laws of New Zealand. Each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of New Zealand courts and waives any
right to object to an action being brought in those courts, including on the basis of an inconvenient
forum or those courts not having jurisdiction.
23208345_6 | page 109

Signing page
EXECUTED AND DELIVERED as a deed
Guarantor
[Execution clause to be inserted]
Beneficiary
[Execution clause to be inserted]
23208345_6 | page 110

ATTACHMENT 3
P&G Spec
23202962 Page 20 of 28
Sylvia Park Build to rent
P&G Specification
Address: 23 to 35 Lynton Road, 252, 252A & 286 Mt
Wellington Highway
Issued: 26 January 2021

CONTENTS PAGE
1. GENERAL 3
2. SITE ESTABLISHMENT & USE 4
3. PROJECT PERSONNEL 7
4. SHOP DRAWINGS 9
5. WARRANTIES 11
6. AS BUILT DOCUMENTATION 14
7. OPERATION & MAINTENANCE 16
8. PROJECT MANAGEMENT 19
9. HEALTH AND SAFETY 22
10. HOMESTAR ACCREDITATION 24
2 | P&G Spec
GENERAL
11. GENERAL CLAUSES

The whole of the Preliminary and General specification shall apply to all Contract Works required to be carried out to
satisfy the Contract Documents, and which includes any enabling works package.
The Principal is the Kiwi Property Holdings Ltd which has nominated Greenstone Group Ltd as the Project Manager.
The Contract terms will be based on NZS3910:2013.
12. THE SITE

The area relating to the works are outlined below:
 23, 25, 25A, 27, 29, 31, 33 and 35 Lynton Road

 252 & 252A Mount Wellington Highway
 Part of 286 Mount Wellington Highway (Sylvia Park Shopping Centre)
13. SCOPE
The scope of works are as detailed in the Request for Proposal (RFP) Documents. Refer Appendix 2 for list of
documentation included within the RFP.
The Contract Works generally include:

Part A - Preconstruction Services
Refer to the scope shown in the preconstruction services agreement.
Part B - Enabling Works

The scope will be defined during the pre-construction phase and is anticipated to include:
 Installation of site hoardings
 Removal of existing buildings
 Earthworks
 Removal of contaminated soil
 Reconfiguration of underground services
Part C – Sylvia Park BTR project
• All works for the construction, commissioning and handover of the building.
14. SURVEY OF EXISTING CONDITIONS

Refer to the topographical survey issued by Harrison Grierson, and the Infrastructure report issued by Holmes
Consulting.
Prior to taking possession of the work site, the Contractor shall undertake an inspection of the relevant areas to record
the condition of existing surfaces. Such record shall be in written, video and/or photographic form and shall be
prepared by the Contractor and submitted electronically by the Contractor to the Principal.
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SITE ESTABLISHMENT & USE
1. GENERAL REQUIREMENTS
The requirements that relate to the Contractor’s establishment and use of the site are outlined below:
Parking - the Principal will endeavor to provide contractor parking, and which is to be advised.
Construction traffic - the Contractor is to generally avoid using the Sylvia Park Shopping Centre as a thoroughfare
for construction traffic, however the Contractor is permitted to use the access way between Gate 3 and Lynton Rd, as
follows:
Utilities consumption – the Principal is to be responsible for costs associated with consumption of power and water
during the construction phase.
Utilities providers - the Contractor is to notify network utility operators of proposed works before site operations;
ascertain location of services or confirm that none exist in the vicinity of the works, and take all necessary precautions
to avoid damage to existing services.
Traffic management plan (TMP) – the Contractor is responsible for preparing a detailed TMP and for obtaining
licences required to put in place traffic management. The Principal requires the ability to review the proposed TMP
application before it is submitted to Auckland Transport, and a reasonable amount of time is required for this review.
Neighbours – the contractor is to be responsible for liaising with the owners of adjacent properties with respect to
ongoing access and day to day operations. The Contractor shall use best endeavors to keep the owners and occupiers
of adjacent properties informed of the works and any impact of the works on them, and to generally maintain a positive
and civil relationship with the owners and occupiers of adjacent property.
Separate contactors – in relation to new connection for utilities (i.e. power and water), the Contractor is required to
co-ordinate the works and including liaison with the utilities providers and contractors to ensure that the works can be
carried.
Cleaning – before practical completion of a separable portion or the contract works the site shall be thoroughly
cleaned by a commercial cleaning company to the satisfaction of the Engineer.
Temporary buildings – provide all necessary temporary sheds, offices, lunch rooms, sanitary accommodation and
other temporary buildings required for storage, management of the works, for the use of the workers on site; and the
Contractor will provide suitable accommodation for site meetings.
Temporary site fencing – at a minimum, provide and maintain a site fence that is 2 metres high from ground level on
the side accessible to the public and non-public. Construct to comply with NZBC F5/AS1 construction and demolition
hazards, and construct the fence with:
 galvanized chain link netting with a 50mm x 50mm maximum grid size
 posts at 2.5 metre centres maximum.
 fixed or weighted to stop falling over in wind.
 gap at the bottom of the fence no greater than 100mm
The above is the minimum specification that is required, and a higher specification may be required to
satisfy Resource Consent requirements that are the responsibility of the Contractor.
Site safety signage – provide a hazard board and other safety signage as required at all site entrances.
Site project sign – provide and erect a timber framed sign board (1500mm x 1500mm) fully printed and displaying;
4 | P&G Spec
the tile of the project, Principals name, Contractors name and point of contact.
Contractor signage and advertising – the Contractor is to not erect or display any signage on the site that are
installed for general advertising purposes (i.e. billboards on cranes, signage on hoarding etc.) without the permission
of the Principal.
Site Camera – allow for installation, recording and maintenance of 3no site cameras, and in locations agreed with the
Project Manager. The site cameras need to be high definition footage and the footage needs to be stored for a
minimum period of six months. Access to a web portal needs to be provided to the Project Manager and Principal so
that they can view the footage at any time.
Working hours - to be undertaken in accordance with the Resource Consent requirements; and any request to
Auckland Council to operate outside these hours is to be firstly approved by the Principal.
Noise and Vibration Constraints - to be undertaken in accordance with the Resource Consent requirements.
First aid equipment – provide adequate first aid equipment on-site at all times.
2. TEMPORARY WORKS AND SERVICES
Costs relating to temporary works – pay all rates / fees in respect of temporary works.
Maintenance of temporary works - maintain alter, adapt and move temporary works and services as necessary; and
clear away when no longer required and make good.
Safeguard the site, the works and materials – take reasonable precautions to prevent unauthorised access,
including access outside working hours, to the site, the works and adjoining property. Safeguard the site, the works,
materials and plant from damage and theft.
Temporary roads - provide as necessary all temporary roads, tracks, crossings and hard standing required for the
efficient execution of the works and maintain to approval.
Lighting - provide temporary lighting as necessary to protect the public and others, for the proper execution of the
works and to meet the requirements of territorial or other authority.
Gantries, planked footways, guard rails - provide temporary gantries, planked footways and guard rails as
necessary to protect the public and others, for the proper execution of the works and to meet the requirements of
territorial or other authority.
Provide sediment and silt run off protection - in accordance with the Civil Engineering drawings and specifications,
provide appropriate measures to prevent or minimise sediment generation and silt run off. Comply with territorial and
other authority requirements relating to carrying out earthworks.
Prevent silt run off by:
 exposing only as much ground as required at any time
 providing run off channels, contour drains or earth bunds to divert clean water away from the site on to stable
sealed or grassed ground
 capture silt by the use of silt fences, vegetation buffer strips, sediment ponds or earth bunds.
 Provide sediment control by:
 earth bunds constructed across the slope to control and detain run off
 silt fences constructed using filter fabric stretched between posts at a maximum of 1 metre spacing.
Pump water from trenches and other areas of the site using methods to prevent sediment entering any drain or
watercourse. Filter dirty water before discharging into drainage system.
Provide concrete washwater run off protection - provide appropriate measures to prevent cement/concrete
washwater or slurry run off to; drains or waterways, landscaped areas new or remaining and adjoining public or private
properties. Comply with territorial and other authority requirements relating to cement/concrete washwater.
Control run off from:
 Cement/concrete based material production, placing and finishing.
 Hosing down and cleaning of, tools and equipment, fresh material, and spilt or surplus material, pumps and
mixers etc.
 Wet cutting or grinding.
Slab watering etc.
 Water cleaning of new concrete elements, fresh used formwork etc.
5 | P&G Spec
Prevent run off by:
 plan and implement washwater control measures based on the expected volumes, allow for the timely
removal and safe disposal of liquids and solids.
 Limit the volume of water used for washing down to the extent required. Control the flow
of washwater so that it is directed to proper catchments.
 providing watertight bunds, pits or tanks, filtered washwater is not to be discharged to drains.
Pump washwater away from drains, waterways and adjoining property.
Scaffolding - provide scaffolding for the efficient execution of the works. Comply with:
 Health and Safety at Work Act 2015
 Health and Safety in Employment Regulations 1995
 Health and Safety at Work (General Risk and Workplace Management) Regulations 2016 Worksafe -
Scaffolding in New Zealand - Good Practice Guidelines
 Provide a fixed scrim protection to prevent dust and debris blowing of the site / scaffold.
Water - provide clean, fresh water for the works and make arrangements for distributing about the site.
Electricity - to AS/NZS 3012 and nominate the person to install and be responsible for the complete temporary
electrical installation. The name and designation of the person responsible is to be displayed prominently and close to
the main switch or circuit breaker. Inspect and overhaul the installation at such intervals as are prescribed by the
network utility operator but not more than three monthly intervals.
Rubbish removal - maintain on site appropriate means for the storage and removal of construction waste material.
Where required or appropriate provide for the separate storage of recyclable waste and other materials requiring
special disposal.
6 | P&G Spec
PROJECT PERSONNEL
This section provides a list of the parties who are involved with the project, as follows:
PRINCIPAL
Name: Kiwi Property Holdings Ltd Postal: PO Box 2071, Auckland 1140
Represented by: Greg Tolley Mobile: 021 924 739
Email: greg.tolley@kp.co.nz
CONTRACTOR
Name: Postal:
Represented by: Mobile:
Email:
CONSULTANTS
PROJECT MANAGER
Practice: Greenstone Group Ltd Postal: PO Box 99626, Newmarket, Auckland
Represented by: Nigel Cooper Street: Ground Floor, 1 Broadway, Newmarket
Mobile: 027 488 8003 Email: nigelc@greenstonegroup.co.nz
ARCHITECT
Practice: i2c Architecture Postal:
Represented by: Brian Jende Street:
Mobile: 0061 0417 356 406 Email: bjende@i2c.com.au
LANDSCAPE ARCHITECT
Practice: Boffa Miskell Postal:
Represented by: Yoko Tanaka Street:
Mobile: 027 886 2857 Email: yoko.tanaka@boffamiskell.co.nz
QUANTITY SURVEYOR
Practice: Rider Levett Bucknall Postal:
Represented by: Geoff Speck Street:
Mobile: 021 595 551 Email: Geoff.Speck@nz.rlb.com
STRUCTURAL ENGINEER
Practice: Holmes Consulting Postal:
Represented by: Doug Fenton Street:
Mobile: 027 406 7146 Email: doug.fenton@holmesconsulting.co.nz
SERVICES ENGINEER
Practice: Ecubed Postal:
Represented by: Eric Dronet Street:
Mobile: 021 207 7778 Email: e.dronet@e3bw.co.nz
7 | P&G Spec
FIRE ENGINEER
Practice: Holmes Fire Postal:
Represented by: Ted Gu Street:
Mobile: 021 877 256 Email: ted.gu@holmesfire.com
ACOUSTIC ENGINEER
Practice: Hegley Acoustics Postal:
Represented by: Rhys Hegley Street:
Mobile: 027 222 5200 Email: rhys.hegley@acoustics.co.nz
CIVIL ENGINEER
Practice: Holmes Consulting Postal:
Represented by: Thomas Shenton Street:
Mobile: 02760 206 46 Email: thomas.shenton@holmesconsulting.co.nz
FACADE ENGINEER
Practice: Aurecon Postal:
Represented by: Susanne Hundert Street:
Mobile: 021 847 323 Email: Susanne.Hundert@aurecongroup.com
GEOTECHNICAL ENGINEER
Practice: Tonkin & Taylor Postal:
Represented by: Andrew Langbein Street:
Mobile: 021 523 378 Email: ALangbein@tonkintaylor.co.nz
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SHOP DRAWINGS
1. GENERAL
This general section relates to common requirements for the preparation, submission and review of shop drawings.
SHOP DRAWING FORMAT

Prepare shop drawings at appropriate scales to enable good legibility. Unless otherwise specified in a work section,
submit shop drawings in the format as listed in SELECTIONS.
PROGRAMME FOR SHOP DRAWINGS

Allow time in the programme for the preparation, coordination and review of shop drawings. Allow also for such
resubmission and further review as may be required prior to fabrication. No extension of time will be allowed for
resubmission and further review. Minimum programme periods for shop drawing review (per work section):
 Shop Drawing QA Review by Contractor - required prior to submission to the Design Consultants, then
 Shop Drawing Review #1 by Design Consultant - 10 Working Days, then if required,
 Shop Drawing Revision by Contractor - 10 Working Days, then
 Shop Drawing Review #2 by Design Consultant (resubmitted drawings), 5 Working Days.
COMMUNICATION WITH SHOP DRAWING DETAILER

Agree and arrange for such direct contact as is appropriate between detailer, consultant and others whose input may be
required in the preparation of the shop drawings. Such direct communication does not relieve the contractor of the need
to carry out their own coordination and check of shop drawings.
CONTRACTOR COORDINATION OF SHOP DRAWINGS

 Before submitting the shop drawings for review, carry out coordination to ensure that allowance has been made for
all other parts of the work that relate to the work detailed in the shop drawings.
 Before submitting the shop drawings for review also undertake a QA check.
COORDINATION WITH SITE MEASURE

The contractor is solely responsible for coordination of shop drawing dimensions with site measurements. The reviewer's
dimensional review is limited to visual/aesthetic matters only. The contractor is best placed to establish exact dimensions,
the consultant review is generally limited to reviewing critical, aesthetic set out matters.
SHOP DRAWING REVIEW

Submit shop drawings to the named reviewers for review, in due time to ensure conformance with the contract
programme.
 Where a large number of drawings are involved more time will be necessary than stated in Section 1.3.
 Where no person is named as the reviewer, submit the shop drawings to the contract administrator.
 Shop drawing review indicates only that the shop drawing interpretation of the design concept has been
reviewed without the need for further modification, other than the corrections indicated by the reviewer.
 The reviewer may advise that:
 The shop drawings have been reviewed and work may proceed; or
 The shop drawings have been reviewed and work may proceed subject to notes, annotations or comments
provided; or
 The shop drawings have been reviewed and work may proceed subject to notes, annotations or comments
provided. Resubmitted revised shop drawings shall be provided for the record, or
 Work may not proceed. Revise and resubmit shop drawings
9 | P&G Spec
RESPONSIBILITY
Review of shop drawings does not relieve the contractor of responsibility for the correctness of the shop drawings, site
dimensions, the overall design, coordination and performance, or for ensuring the work is carried out in compliance with
the contract documents. It does not remove the need for the contractor to comply with the stated requirements, details
and specifications of the manufacturers and suppliers of individual components, materials and finishes. Review cannot
be construed as authorising departures from the contract documents.
RESUBMISSION OF SHOP DRAWINGS

Reviewed drawings which are required to be resubmitted to correct comments or notations indicating where the shop
drawings are at variance with the contract documents, are to be modified and resubmitted to the reviewer for re-review.
Allow 5 working days for re-review by the reviewer.
WORK MAY PROCEED

Before proceeding with any fabrication, installation or erection, advice must be obtained from the named reviewers that
work may proceed. Where no named reviewer has been nominated advice must be obtained from the contract
administrator.
PROGRAMME FOR SHOP DRAWINGS

The contractor is to submit a detailed programme to the Project Manager for all shop drawing reviews that are required
(and in accordance with above details), and which will enable the design consultants to plan their resources
appropriately. This programme is to be provided within 20 working days after site possession.
2. SELECTIONS
SHOP DRAWING FORMAT

Submit the shop drawings in the following format:
 Hardcopy : N/A
 Electrocnic : PDF
 CAD File: .dwg
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WARRANTIES
1. GENERAL
This general section refers to the requirements for warranties/guarantees, referred to within this specification and
referred to within separate specifications/documents relating to this project. It includes:
 Warranties for parts of the work required by the principal in a required form Installer/applicator warranties for parts
of the work in the installer's/applicator's standard form Manufacturer/supplier warranties provided with products,
appliances and the like in the manufacturer's/supplier's standard form
 Guarantees provided by contractor in the contractor's standard form
These guarantees/warranties are in addition to any warranties, implied warranties, or guarantees that are required by
the Building Act, the Building Regulations, or the building consent.
2. WARRANTIES
PROVIDE WARRANTIES
The Contractor must obtain a deed of warranty in the form set out in Schedule 13 of the Contract from Subcontractors
performing any of the work or supplying any of the items for which warranties are required by the Contract Documents.
The work or items for which the Contractor must obtain deeds of warranties from Subcontractors and the relevant
duration of those warranties (commencing from the Date of Practical Completion of all the Contract Works) are all as
set out in the 'Contractor and Sub-Contractor Warranty Periods' Schedule - Refer to section 2.1.
 Conform to the Schedule 13: Form of Contractor (or Subcontractor) warranty included in the specification/conditions
of contract.
 Conform to the 'Form of Contractors Warranty' included in the conditions of contract. Commence warranties from
the date of practical completion of the contract works (unless otherwise stated).
 Maintain their effectiveness for the times stated.
 Warranty periods to be as per 'Contractor and Sub-Contractor Warranty Periods' Schedule - Refer Appendix
 Provide executed warranties prior to practical completion.
The terms and conditions of the warranty in no case negate the minimum remedies available under common law as if
no warranty had been offered. Failure to provide the warranty does not reduce liability under the terms of the warranty
called for in that specified section of work.
3. SUBMISSION
REVIEW BY CONTRACTOR
Obtain the warranties from the installers, applicators, manufacturers and suppliers at the earliest possible date and
review to ensure that they are correctly filled out and executed. Where warranties are executed as a deed, ensure that
a duplicate copy is provided for execution by the owner/principal. Keep safe and secure until required for submission.
WARRANTIES - REQUIRED BY BUILDING CONSENT AUTHORITY

Obtain copies of warranties required as a condition of the building consent in the form required for submission to the
BCA. Keep safe and secure until required at the time of the BCA final inspection and Code Compliance Certificate.
WARRANTIES - REQUIRED BY CONTRACT

Obtain copies of warranties listed in the contract documents. Provide all warranties at the same time. If the project has
an operations and maintenance documentation provision, present the warranties with the operations and maintenance
information. Present the warranties to the contract administrator in a loose-leaf binder with a contents index suitably
labelled and including the project name and details. Provide a title on the binder edge "Warranties for (project name)"
All Warranties shall be in the form of - Schedule 13: Form of Contractor (or Subcontractor) warranty
11 | P&G Spec
WARRANTIES - SUBMISSION NZS3910:2013 CONTRACT
Refer to NZS 3910 Conditions of Contract, clauses 11.5 and 11.6 for requirements relating to the time for submission
of warranties and guarantees. Submit all warranties/guarantees to the engineer no later than the date that the
contractor notifies that it believes the contract works qualify for practical completion.
4. CONTRACTOR AND SUB-CONTRACTOR WARRANTY PERIODS

The warranty periods required are listed below:
Item Description Warranty Time Period

1.0 Overall Weathertightness 10 years
Workmanship Materials
2.0 Membranes
2.1 Subfloor / basement tanking 5 years 20 years
2.2 Roofing membrane 5 years 20 years
2.3 Deck membrane 5 years 20 years
3.0 Coatings
3.1 Structural steel corrosion protection 10 years 10 years
3.2 Fire rated coatings 10 years 10 years
3.3 Painting 5 years 5 years
3.4 Specialist finishes 7 years 7 years
4.0 Exterior / Façade

4.1 External sealants 7 years 7 years
4.2 Fibre cement boards 10 years 10 years
4.3 Curtain walling 10 years 15 years
Aluminium windows and doors (incl
4.4 glazing) 10 years 15 years
4.5 Aluminium louvres 10 years 10 years
4.6 Powder coating 15 years 15 years
4.7 Aluminium composite panel 10 years 15 years
4.8 Plaster systems 5 years 5 years
4.9 Flashings 5 years 10 years
4.10 Fire rated windows 2 years 10 years
4.11 External doors 7 years 7 years
4.12 Profiled metal cladding 10 years 15 years
4.13 Profiled metal roofing 10 years 15 years
4.14 Expansion joints 10 years 15 years
4.15 Balustrade 10 years 15 years
4.16 Screed and levelling 10 years 15 years
5.0 Internal Fit-out

5.1 Carpentry 2 years 2 years
5.2 Mirrors 2 years 2 years
5.3 Timber doors 5 years 5 years
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5.4 Ceiling suspension system 15 years 15 years
5.5 Door hardware 2 years 10 years
5.6 Vinyl flooring 2 years 5 years
5.7 Carpet 2 years 5 years
5.8 Roller shutter door 2 years 2 years
5.9 Tiling 2 years 10 years
5.10 Timber flooring 2 years 10 years
5.11 Cabinetry 2 years 5 years
5.12 Cabinetry hardware 2 years 10 years
5.13 Fire stopping systems 10 years 20 years
6.0 Services
Mechanical services including
6.1 equipment 5 years 2 years
6.2 Plumbing and plumbing fittings 5 years 5 years
6.3 Electrical and electrical fixtures 5 years 5 years
6.4 Structured cables 5 years 20 years
6.5 Security systems 1 year 2 years
6.6 Fire protection system and equipment 5 years 5 years
6.7 Lifts 2 years 2 years
5. WEATHERTIGHTNESS AND WATERTIGHTNESS WARRANTY

A warranty is required from the contractor for a minimum period of 10 years, covering the weathertightness of the
complete building envelope and the watertightness of all liquid supply and disposal systems and fittings. This general
warranty is in addition to any specific warranties required.
Provide this warranty in favour of the principal. The terms and conditions of this warranty in no case negate the minimum
remedies available under common law as if no warranty had been offered.
Failure to provide the warranty does not reduce liability for execution and materials for that part of the work.
 Conform to the standard form 'FORM OF CONTRACTOR’S WARRANTY' included in the contract documents.
 Commence the warranty from the date of Practical Completion. Maintain its effectiveness for the time stated.
13 | P&G Spec
AS BUILT DOCUMENTATION
1. GENERAL
This general section relates to common requirements for the preparation, submission and review of as built documentation
referred to within this specification and referred to within separate specifications/documents relating to this project.
Detailed requirements for as built documentation for particular parts of the work may be included in specific work sections.
2. AS BUILT DOCUMENT REQUIREMENTS

Where requirements for the as built documents and records are not stated in a specific section, they shall include:
As built drawings recording:
 The actual positions as constructed of all sewer, stormwater, sanitary plumbing, piped and ducted services,
electrical and mechanical services.
 Inverts and locations of services at key points within the building and at the property lines. Dimension services in
relation to the structure and building grid lines.
 Ductwork, piping, conduit and equipment, including such items provided for future use. Depth of various elements
of foundations in relationship to the ground floor level
 Field changes of dimensions
 Other significant deviations and changes which are concealed in construction and cannot be identified by visual
inspection
 Access doors and panels
Records of:
 Products and materials selected for alternatives specified Approved substitutions and accepted alternatives
 Other approved changes and deviations to items specified.
PROVISIONAL AS BUILT DOCUMENTS

Prior to practical completion provide provisional/draft as built documents in sufficient detail to allow the principal to
operate, maintain, adjust and re-assemble the contract works and to allow for review by the reviewer. Where no named
reviewer has been nominated, submit the as built documentation to the contract administrator. Submit in electronic form.
AS BUILT DOCUMENT REVIEW

As built document review indicates only that the reviewer is satisfied that the documents are legible. The review is not a
check of the accuracy or completeness of the documents, however the reviewer may comment on any aspect of the
documentation and require the documents to be revised and resubmitted. Review of as built documents does not relieve
the contractor of responsibility for their correctness.
Where no time is stated in a specific section, allow 10 working days for review by the reviewer. Where a large amount of
documentation is involved more time will be necessary.
COMPLETE AS BUILT DOCUMENTS

Prior to the end of the defects notification/liability period, provide complete as built documents reflecting any review
requirements, with all Information of good quality and properly titled, numbered, cross-referenced and dated. Provide
documents in sufficient detail to allow the principal to operate, maintain, adjust and re-assemble the contract works.
Submit in hard copy and electronic form to the contract administrator.
AS BUILT DOCUMENTS - ELECTRONIC COPY

Provide an electronic copy of the as built documents in the following format:
 Drawings: PDF format (in addition provide DWG files if available)
 Other documents: PDF format
14 | P&G Spec
AS BUILT DOCUMENTS
The following building elements that require as-built documents are:
 HVAC / Mechanical systems
 Drainage systems
 Electrical systems
 Fire warning and protection systems
 Security and access control systems
15 | P&G Spec
OPERATION & MAINTENANCE
1. GENERAL
This general section relates to operation and maintenance (O&M) documentation. This documentation is required by the
principal so that they can operate and maintain the contract works.
2. OPERATION AND MAINTENANCE MANUALS

OPERATION AND MAINTENANCE INFORMATION - BUILDING ACT
Provide in writing the information and documentation prescribed by regulations made under the Building Act, to the
owner/principal and the relevant territorial authority.
OPERATION AND MAINTENANCE INFORMATION

Provide operation and maintenance documentation necessary to operate and maintain the works. This documentation is
to include:
 Contractors name and contact details.
 A complete list of subcontractors' names, addresses and telephone numbers noting which portions of the contract
each provided.
 A complete list of equipment and appliances including serial numbers, manufacturers' names and sources of supply.
 Copies of all manufacturers' and suppliers' product literature containing maintenance requirements/instructions, for
any products in the building work.
 Information for operation and maintenance as required by work sections. Operation and maintenance manuals as
required by work sections.
 Maintenance contract proposals as required by work sections. Final as built documents.
 Originals of all warranties and guarantees properly executed. Other information listed or referred to in this general
section.
 Operation and maintenance information required by other project documents.
MAINTENANCE REQUIREMENTS
Provide details of any maintenance requirements required by the Building Act. In addition provide maintenance
requirements for items including:
 Details of suggested building washing programme. Details of suggested re-painting programme.
 Location of flushing points for sub soil drainage systems.
 Location of surface water filter systems requiring regular cleaning. Overflow relief gully location and means of
keeping charged.
 Locations and Details of all Mechanical Plant maintenance points. Gas Fire Place - maintenance requirements.
Provide an A3 maintenance overview schedule. Refer to Appendix for a sample of the Overview Schedule requirements.
SELECTIONS INFORMATION
Provide details of actual selections used in the construction of the works including: Tapware type and supplier details.
 Sanitary ware including accessories type and supplier details. Light fitting type and supplier details.
 Door hardware type and supplier details.
 Carpet type and colour including underlay and the supplier details. Overlay timber floor type and supplier details.
 Tile type and supplier details. Fireplace supplier details.
 Aluminium joinery system and finish. Paint type and colours used.
Include brochures and other information included with the items supplied.
16 | P&G Spec
SPARE PARTS
 Bathroom, Floor and Deck Tiles - 20 sqm of each type.
 Carpet - 30 sqm of each type.
 Remote for Air-conditoning - 10 no.
 Garage remotes - 5 no.
 Light fittings - 20 no.
 Fall Arrest Kits - 2 no.
 Paint - 40 litres of each paint colour and type.
 Hardware - 5 no. of each hardware piece (excludes automatic doors).
SELECTIONS INFORMATION - SUBSTITUTIONS

Provide details of any selections used in the construction of the works that are different from what was specified.
3. DOCUMENTATION FORMAT
O&M DOCUMENTATION FORMAT
Unless otherwise specified in a work section,
 Provide O&M drawings at scales appropriate to the detail to enable good legibility. Provide manufacturers
documentation at the original scale.
 Provide written text generally in A4 format using a font not less than 10 point.
Submit O&M documentation in both hard copy and as electronic portable document format (PDF) files.
4. SUBMSISION AND REVIEW

Unless otherwise specified in a work section, provide draft O&M documentation 15 working days before the date of
practical completion or the date on which the principal takes occupation of the works, whichever occurs first.
O&M review indicates only that the reviewer is satisfied that the documents are legible. The review is not a check of the
accuracy of the documents, however the reviewer may comment on any aspect of the documentation and require the
documents to be revised and resubmitted. Review of operation and maintenance documentation does not relieve the
contractor of responsibility for the correctness of the documentation.
The reviewer may advise that:

 The O&M documentation has been reviewed and has been accepted without the need for further modification.
The information can be included in the final documentation; or
 The O&M documentation has been reviewed and the information can be included in the final documentation
subject to revision required by notes, annotations or comments provided; or The O&M documentation has been
reviewed and is not acceptable, refer to notes, annotations or comments provided. Resubmit corrected/altered
documentation for review.
Amalgamate the reviewed accepted and corrected O&M documentation into the final O&M documentation
5. FINAL DOCUMENTATION
SUBMISSION OF FINAL DOCUMENTATION
Prior to the end of the defects notification/liability period, provide complete O&M documentation in both hardcopy and
electronic form.
FINAL O&M DOCUMENTATION - HARDCOPY

Provide the 3no. hard copy version of the O&M documentation in a loose-leaf binder with a contents index identifying
17 | P&G Spec
operation and maintenance documents, requirements, manuals, operating instructions and selections. In addition include
the project name, contractor's name and the date of practical completion on the index page.
Include indexed sections to identify all operation and maintenance manuals that are not contained within the binder.
Provide a copy of the front cover or other identifying feature of the manual within the section with a note stating "this
manual has been provided separately".
Provide a title on the binder edge "Operation and maintenance instructions for Building 1". If more than one binder is
required identify each binder by number and ranking (e.g. Volume 2 of 3) and group information logically between the
binders for ease of reference.
Provide operation and maintenance manuals clearly and neatly marked on the spine or front cover so as to identify the
project name. Where operation and maintenance manuals are a collection of loose leaf documentation, provide
documentation in a loose-leaf binder as described above.
FINAL O&M INFORMATION - ELECTRONIC COPY

Provide a copy of all hardcopy information in PDF format arranged in logical named folders. In addition provide DWG files
of documentation if available.
REVIEW OF FINAL DOCUMENTATION

The contract administrator may review the final documentation and require alteration and resubmission.
SCHEDULES OF OPERATION AND MAINTENANCE MANUALS

The following require operation and maintenance manuals:
 Interior finishes
 Exterior materials and finishes
 HVAC / Mechanical systems
 Electrical systems
 Fire warning and protection systems
 Security and access control systems
 Plumbing systems, fittings and fixtures
 Drainage systems
 Lifts
 Fall arrest system
 Roof access systems
 Appliances
18 | P&G Spec
PROJECT MANAGEMENT
1. GENERAL
This general section relates to project management requirements.
2. SITE MEETINGS (FORTNIGHTLY)

The purpose of site meetings is to:
 Ensure that the Contractor has all information required to construct the work
 To address and clarify aspects of construction of the work including quality
 To address issues relating to project delivery including, site progress and cost.
SITE MEETING ATTENDANCE
The following persons to attend:

 Principal's Rep
 Project manager
 Contractor
 Architect
 Structural Engineer
 Quantity surveyor
 Services consultants when needed
 Subcontractors when needed (contractor to inform them)
REPORTING
The following reports are required to be presented at site meetings:
 Contractor report – a detailed status report
SITE MEETING MINUTES
The contractor is to keep full minutes of all site meetings and arrange distribution to all those involved within 2 working
days. The minutes are to record:
 Documentation and information issued and required Directions and variations issued
 Confirmation of contract insurances Programme items
 General business Site health and safety
3. PROJECT CONTROL GROUP (PCG) MEETINGS (MONTHLY)

The purpose of PCG meetings is:
 To consider matters arising from the regular site meetings that fall outside of the scope of those meetings.
 To address issues relating to project delivery including quality, programme and cost. To allow reporting by
consultants.
PCG ATTENDANCE
The following persons to attend:
 Principal
 Project manager
 Contractor
 Architect
19 | P&G Spec
PCG REPORTING
The following reports are required to be presented at PCG meetings:
Project Manager: Monthly PCG report which includes the below Contractor and Consultant Reports
Contractor: A detail status report (refer content requirements below) report is required no later that 3 days
prior to the scheduled PCG meeting.
Consultants: A status report. Report is required no later that 3 days prior to the scheduled PCG meeting.
PCG REPORTING FORMAT

The Contractors Status Report shall contain at least the following information:
Programme
 Summary of time for completion - contract start date, due date of completion, forecast completion.
 Summary of any Exceptional Weather experienced over the last reporting period.
 Overview of key milestone dates.
 Notices of delay / extention of time claims.
 Actual percentage completion of all programme activities and variance against as-planned progress;
 Details of the measures the Contractor is taking to bring any work not being performed in accordance with the
programme(s) in to line with the programme(s); details of any likely or anticipated events, actions or risks which
may have an effect on future compliance with the programme(s);
Financial
 Status of payment claims and any commentary
 Cashflow forecasting
 Overview of variations
 Overview of Provisional Sums and status
 the status of any other claims which the Contractor has or intends to submit, details of each discrepancy which
the Contractor has discovered in the Contract Documents which have not yet been resolved or referred for
determination.
Quality Assurance
 Status of all QA documentation
 QA items / rectifications
Health and Safety
 Incidents / Accidents / Near Miss
 External safety audits
 General observations - Health and Safety
Territorial Authorities
 Status of any resource consent inspections
 Building consent - inspections completed over the last period.
 Auckland Transport - status of any conformance / non-conformance notices
Risk Assessment
 Summary of key risks that need to be addressed.
PCG MINUTES
The project manager is to keep full minutes of all PCG meetings and arrange distribution to all those involved within 3
working days.
20 | P&G Spec
4. DESIGN MEETINGS (IF REQUIRED TO RESOLVE DESIGN ISSUES)
The purpose of design meetings is to:
 review and assess design aspects that require resolution / clarification.
 provide value engineering advice on parts of the work where design changes are required or are being
considered to meet the project financial performance requirements.
DESIGN MEETING ATTENDANCE The following persons to attend:

 Contractor
 Architect
 Structural Engineer
 Other consultants (as required)
DESIGN MEETING MINUTES
The Achitect is to keep full minutes of all design meetings and arrange distribution to all those involved within 3 working
days.
5. CASH FLOW ESTIMATES

CASH FLOW ESTIMATES
To be provided by the contractor to the quantity surveyor on an “as and when required” basis .
6. PROGRAMMING
PROGRAMME
In accordance with the requirements outlined in the Construction Contract, the Comprehensive Programme shall also
incorporate:
 Procurement
 Shop drawing production and review
 Construction including separate works insofar as the activities of separate contractors affect the Contractor’s own
work in or around the Site, and any staging sequencing
 Commissioning
 Handover
 As-built documentation and operations manuals
Other key points as follows:

 The software to be used is MS Project
 The critical path is to be displayed
 Updates for the Comprehensive Programme are to be provided on a monthly basis
7. MEETING FREQUENCY
SITE MEETINGS
Frequency: Fortnightly
Venue: Site Shed
PCG MEETINGS
Frequency: Monthly
Venue: Kiwi Property Group, Level 7, 48 Shortland Street
DESIGN MEETINGS
Frequency: As and when required
Venue: Site shed or consultant’s office
21 | P&G Spec
HEALTH & SAFETY
1. REGULATORY FRAMEWORK
HEALTH AND SAFETY LEGISLATION
Refer to the requirements of the Health and Safety at Work Act 2015. Comply also with all other relevant New Zealand
safety legislation.
The Contractor will ensure, so far as is reasonably practicable, that, each subcontractor they engage and each separate
contractor is aware of and complies with its obligations under health and safety-related law.
For the purpose of health and safety-related law, the contract administrator and others involved in contract administration
and observation and construction monitoring will not at any time have management or control of the Workplace.
HEALTH AND SAFETY IMPLEMENTATION

HEALTH AND SAFETY REGULATIONS, CODES AND GUIDES Comply with:
 Relevant New Zealand safety legislation including, Health and Safety at Work (General Risk
 and Workplace Management) Regulations 2016, also Health and Safety in Employment Regulations 1995 as
amended by that Regulation and the appropriate Health and Safety at Work Regulations.
 WorkSafe NZ publications including "Guidelines for the provision of facilities for general safety in the construction
industry".
 Relevant codes of practice, guides, guidelines and standards.
 Covid-19 Construction protocols and requirements. Refer to CHASNZ or SITESAFE guidlines.
Until further regulations are made under the Health and Safety at Work Act 2015 to cover them, the transitional provisions
of the Act continue in force until revoked or amended.
Take all practical steps to make the site and the contract works safe and to provide and maintain a safe working
environment. Ensure that all those working on or visiting the site are aware of the rules governing site safety, are properly
supervised and are not unnecessarily exposed to hazards and risks.
Co-operate, consult and co-ordinate health and safety matters with each PCBU including all subcontractors, suppliers,
separate contractors, others engaged on the project and others who may be affected by the construction of the works.
Identify any significant hazards and risks.
Maintain proper procedures for dealing with any emergencies that may arise. Immediately investigate accidents, identify
their cause and maintain a register of accidents and serious harm. Provide a copy of any report which the contractor is
required to make to a public authority on any accident which is associated with carrying out the contract works and results
in serious harm to any person.
2. HEALTH AND SAFETY PROCEDURES FOR KIWI PROPERTY

PRINCIPAL REQUIREMENTS
To understand the Health and Safety requirements for projects undertaken by Kiwi Property, refer to the following
document: “Health and Safety Procedures for Kiwi Property Development Projects.” (refer to appendix A).
The Contractor is to be familiar with this document and is to take into account the requirements at all stages of the project.
22 | P&G Spec
The management framework to be followed throughout the project is summarised below:
AUDITING REQUIREMENTS
It is required for the Contractor to undertake an external health and safety audit by a suitable qualified consultant on a
monthly basis. The audit report is to be included in the Contractors monthly PCG report.
23 | P&G Spec
HOMESTAR ACCREDITATION
1. GENERAL
The Principal requires the project to be Homestar accredited and therefore the Contractor is to allow for any inputs that are
required to achieve this objective.
2. HOMESTAR POSITION STATEMENT

The Homestar environmental rating system was developed by the New Zealand Green Building Council (NZGBC). It is
designed to be an independent rating tool for assessing the health, efficiency, and sustainability of homes across New
Zealand.
It is the intention of the Principal to obtain accreditation under the Homestar NZ V4.1 rating tool, with the aim of achieving
a minimum of 7 Star Built certification. A copy of the technical manual is available on request and/or can be downloaded
from the NZGBC website using the following link: https://www.nzgbc.org.nz/Category?Action=View&Category_id=305
The attached concept scorecard (refer to appendix B) indicates a potential pathway for a 7 Star rating for the project. This
scorecard is provisional only and will be used as a basis for further review with the design team about the feasibility and
scope of the rating during the next stages of design. More detailed guidance on the Homestar requirements will be
developed during the design phase by the Principal’s ESD Consultant, eCubed Building Workshop Ltd.
3. GENERAL CONTRACTOR REQUIREMENTS

Contractor Homestar Practitioner
The Contractor should have a Homestar Practitioner (or a Green Star Accredited Professional) engaged during the pre-
construction and construction phases. The Homestar Practitioner will be responsible for informing the design and delivery
of the works, co-ordinating information, coordinating sub-contractors, collating documents, and other activities required to
meet the Contractor's Homestar obligations in accordance with Homestar Credit MAN-3 requirements.
Waste Management
During construction and demolition works the Contractor shall develop and implement a comprehensive site-specific
Waste Management Plan (WMP) and meet the waste recycling or reuse target of at least 80% by weight in accordance
with Homestar Credit WST-1 requirements. This shall be reported to the principal throughout the project on a minimum of
quarterly basis.
Environmental Management
During construction and demolition works the Contractor shall prepare and implement a comprehensive site-specific best
practice Environmental Management Plan (EMP) developed and implemented in accordance with the NSW Environmental
Management System Guidelines and in accordance with Homestar Credit MAN-3 requirements. The EMP shall be
implemented from the beginning of construction works to ensure the Contractor, sub-Contractors and suppliers comply
with the environmental conditions and rating targets for the project.
While not required, additional consideration will be given to Contractors that can confirm they maintain a formal
environment management system (EMS) for the site that is independently certified to a recognised standard, such as
AS/NZS ISO 14001, Toitū Envirocare (Enviro-Mark) Diamond, BS 7750 or the European Community's EMAS
Materials
There is a complete category within Homestar devoted to materials. The aim is to reduce the environmental impact
associated with the products we choose to use in our buildings. Points are awarded for the selection of environmentally
certified products or the re-use of materials where possible (Credit MAT-1). In addition, there are other credits relating to
indoor air quality and emissions which set requirements on the effect of certain chemicals used in materials and their
manufacture (Credit MAT-2).
Careful selection and monitoring of materials is very important for the project to be successful. The Contractor should be
able to demonstrate how they intend to record and report on all products purchased for the project to verify that those
products conform with any Homestar requirements, and procedures used on-site to inform and educate site operatives as
to the Homestar requirements and monitor compliance.
24 | P&G Spec
ATTACHMENT 4
Briefing Materials
(Including drawings and specification)
23202962 Page 21 of 28
Document register for briefing materials
Sylvia Park BTR
Item Category Description Author Date of Issue

1 Drawings Architectural concept i2c 22/01/2021
2 Drawings Interiors concept i2c 22/01/2021
3 Drawings Structural concept Holmes Consulting 22/01/2021
4 Drawings Services concept E-cubed 18/09/2020
5 Consents Resource consent approval Auckland Council 21/12/2020
6 Consents Resource consent approved plans Auckland Council 21/12/2020
7 Consents Resource consent checklist Greenstone 25/01/2021
8 Report Architectural RC package i2c 27/09/2020
9 Report Transportation assessment Parlane & Associates 25/09/2020
10 Report Landscaping RC package Boffa Miskell 28/09/2020
11 Report Infrastructure report Holmes Consulting 28/09/2020
12 Report Detailed site investigation Tonkin & Taylor 23/09/2020
13 Report Site management plan Tonkin & Taylor 23/09/2020
14 Report Geotechnical investigation report Tonkin & Taylor 28/09/2020
15 Report Noise and vibration report Hegley Acoustics Sep-20
16 Report Ecological report Bioresearches 25/09/2020
17 Report Aboricultural report Peers Brown & Miller 22/09/2020
18 General Separable portion plan Greenstone 24/01/2021
19 General Site survey Harrison & Grierson 11/09/2020
20 General Health & Safety Procedures for Kiwi Kiwi Property Nov-19
Property Development Projects
21 General BIM execution plan i2c 9/11/2020
22 General BIM model element author schedule i2c 13/11/2020
23 General Master programme Greenstone 20/01/2021
The above files can be accessed using the link below:
https://www.dropbox.com/sh/eez80iq9cmx0bv7/AADE497bmJ4V1oglWliko9vqa?dl=0
Note: The concept documents provided for the architectural and structural disciplines are based on the scope
for the Resource Consent amendment application.
ATTACHMENT 5
Preliminaries Sum
Breakdown Template
23202962 Page 22 of 29
ATTACHMENT 5: Preliminaries sum breakdown template
23202962 Page 23 of 29
ATTACHMENT 6
Health & Safety Questionnaire

23202962 Page 24 of 29
Tenderers are only required to provide evidence of compliance with this section where specifically requested.
However, KPHL reserves the right to seek further information and evidence in support of the evaluation
process under the RFT.
Occupational Health & Safety (OHS)
Company Name:
Representative Responsible for Health and

Safety:
Position of Representative:
Project Package: Date:
Health & Safety capability
Please complete the following by deleting Yes / No as appropriate.
Health & Safety Policy & Responsibilities
Does your Company have a written Health and Safety Policy? Yes No
Is the Health and Safety Policy signed by your Company’s Manager/Chief Executive? Yes No
Have executives of your organisation attended training to understand their health and safety
legal obligations? Yes No
Have supervisors been formally trained to understand the legal responsibilities they hold on
behalf of their Organisation for health and safety? Yes No
Are health and safety job responsibilities documented for:
Management Yes No
Supervisors Yes No
Employees Yes No
Casual Employees Yes No
Are all staff qualified & competent to carry out their tasks? Yes No
Does your Company have third party certification or approvals (delete as appropriate) Yes No
ISO NZS4801
Plant & Equipment
Does your Organisation have a preventive maintenance programme for its plant, machinery Yes No
and equipment?
Plant and equipment is safe to be used for the purpose you intend? Yes No
Your employees who are to operate the plant and equipment are trained in its safe use? Yes No
Your employees have the correct licences to operate the plant and equipment? Yes No
Work Methods
23202962 Page 25 of 29
Is your scope of work expected to involve working:

With Chemicals Yes No
With Mechanical Plant Yes No
Hot Work (welding, working with hot bitumen etc) Yes No
With Compressed Gases Yes No
Do you have safe work practices in place for all of the above that you have responded “yes” Yes No
to?
Hazard Management
Does your Organisation have a system to record hazards and controls at your work sites? Yes No
Does your Organisation undertake to ensure the safety of the general public in and around Yes No
your work site?
Induction and Training
Does your Organisation have an employee induction programme that includes health and Yes No
safety?
Does your Organisation maintain records of personnel when they are inducted? Yes No
Does your Organisation have specific health and safety rules? Yes No
If “yes”, are the rules fully explained and understood by all employees? Yes No
Does your Organisation provide and record specific health and safety training for Yes No
employees?
Does your Organisation have a documented drug and alcohol policy? Yes No
Have your employees been drug tested in the last 3 months? Yes No
Does your Organisation hold regular safety (toolbox) meetings? Yes No
Selection of Subcontractors
Will your Organisation contract out or involve other personnel besides your own Yes No
employees? Yes No
If yes, does your Organisation have a process to determine the health and safety capability
of subcontractors?
Accident / Incident Management
Does your Organisation have an Accident/Incident reporting/recording system? Yes No

Does your Organisation have an Accident/Incident Investigation Process? Yes No
Does your Organisation have a system to report incidents/accidents to the Principal they Yes No
are working for?
How many Full Time Equivalents (FTE) does your Organisation employ?
Has your Organisation had any of the following Accidents/Incidents in the last 24 months?
23202962 Page 26 of 29
Fatalities Yes No How Many
Serious Harm Accidents Yes No How Many

Medical Treatment Accidents Yes No How Many
Close Call/Near Hit Accidents Yes No How Many
Has your Organisation ever been prosecuted for a health and safety breach? Yes No
If Yes, please provide details:
Emergency Preparedness and Response
Does your Organisation have emergency response procedures to deal with work site Yes No
emergencies?
Will your Organisation have Certified First Aiders on site that can respond in the event of
an emergency? Yes No
Personal Protective Clothing and Personal Protective Equipment (PPC & PPE)
Has your Organisation assessed the jobs/tasks that require PPC/PPE? Yes No
Does your Organisation provide/supply PPC/PPE to all staff as required? Yes No
Does the PPC/PPE provided comply with NZ Safety Standards? Yes No
Have staff been trained in its correct use? Yes No
Health Monitoring
Does your Organisation have a system in place to monitor the health of employees with Yes No
regard to any hazards they may be exposed to?
What is the frequency of your health monitoring programme? Please circle the frequency 1 2 3 yrs
rate (in years)?
23202962 Page 27 of 29
ATTACHMENT 7
Tender Acknowledgement Form

23202962 Page 28 of 29
ATTACHMENT 7: Tender Acknowledgment Form
Greenstone Group Limited

Ground Floor
1 Broadway
Newmarket
Auckland NZ
Attention: Nigel Cooper
Email: nigel.cooper@greenstonegroup.co.nz
We acknowledge receipt of the invitation from you on behalf of Kiwi Property Holdings Limited to submit a
Tender for the Sylvia Park BTR Project.
We will:
(a) be providing a Tender and confirm our acceptance of the terms and conditions of the Request for Tender
(including, without limitation, the confidentiality requirements).
(b) not be providing a Proposal for the following reasons:
Dated day of 2021
Company:
Signature:
Name:
Position:
23202962 Page 29 of 29

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REQUEST FOR PROPOSAL

Sylvia Park Build To Rent

Kiwi Property Build To Rent – RFP Main Contractor Services | 1

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 2

Attention: Bruno Goedeke

Sylvia Park Build-To-Rent (BTR) Project –

(a) appoint a suitably qualified contractor to undertake preconstruction services (Preconstruction

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 3

 BC No.1 - Civil, foundations and podium

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 4

Appointment of Contractor as Construction Consultant

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 5

Award of Construction Contract

5. CONSTRUCTION CONTRACT – SUMMARY OF KEY TERMS

(a) form: NZS3910:2013 with special conditions;

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 6

Separable Portion 1 - Building B $0 $2,267 $4,534.19 $6,045.59 $7,557

Separable Portion 1 - Building C

(g) Engineer to the Contract: Nigel Cooper of Greenstone Group;

(h) no novation: novation of the design team is not required;

(j) security requirements (retentions): NZS3910:2013 retentions with no cap/maximum;

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 7

This RFT issued to shortlisted tenderers on: 27 January 2021

7. INFORMATION PROVIDED TO SHORTLISTED TENDERERS

8. INSTRUCTIONS TO SHORTLISTED TENDERERS – INFORMATION TO BE PROVIDED

Tenders are to be in PDF format and lodged by email to:

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 8

10. NON-PRICING INFORMATION

a) Contractor and Guarantor

i. annual financial statements, including statements of performance, statements of position,

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 9

i name of team member;

ii role of team member; and

iii % FTE allocation to the project on a month by month basis.

The tenderer shall include the following:

i. site establishment and site security provisions;

iii. overall strategy to meet construction targets / completion dates;

iv. the proposed construction methods and staging;

v. preliminary Traffic Management Plan;

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 10

e) Health and Safety

f) Project specific innovation (project smarts)

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 11

i) Changes to Forward Workload & Financial Position

l) Tags and qualifications

Reason for non-acceptance of Proposed alternative to

Reason for non-acceptance of Proposed alternative to

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 12

Reason for non-acceptance of Proposed alternative to

11. RFT Conditions of Tendering

12. Principal’s Contact Person – Questions and Communications

cc: Greg Tolley, Kiwi Property Group - Greg.Tolley@kp.co.nz

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 13

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 14

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 15

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 16

Sylvia Park Build To Rent – RFP Preconstruction Services | Page 17

[insert] (Construction Consultant)

20th Floor, Lumley Centre, 88 Shortland Street,