Common use of THE WORKS Clause in Contracts

THE WORKS. Obligation to Carry Out The Contractor shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) shall carry out the design (including the preparation of Design Data) and the construction, completion, commissioning and testing of the Works so that: each School shall achieve ICT Handover on or before the Planned ICT Handover Date and (without prejudice to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach of this clause 10.1.1 shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition; [the Post Completion Works Acceptance Requirements are satisfied at each Site on or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works in accordance with this Agreement and having regard to the activities which are carried on at the Sites and to the age of the Pupils occupying the Sites; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas of the Sites are secure against trespassers and clean and tidy so far as practicable having regard to the nature of the Works; adequate retaining and supporting walls are provided to support any Adjoining Property and, where appropriate, the buildings at the Existing Schools during the carrying out of the Works; and the Works are carried out in compliance with the Equality Requirements. Overall Responsibility The obligations in clause 10.1 (Obligation to Carry Out) are independent obligations. In particular: the fact that the Contractor has complied with the Facilities Output Specification but not the Construction Proposals shall not be a defence to an allegation that the Contractor has not satisfied the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event of any discrepancy or inconsistency between them; and the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specification.

THE WORKS. Obligation 4.1 Obligations before the start of the Works 4.1.1 apply for, obtain and send the Landlord a copy of all necessary consents of any other person or competent authority in relation to Carry Out The Contractor the Works; 4.1.2 obtain the Landlord’s written approval of all such consents (such approval not to be unreasonably withheld); 4.1.3 pay any community infrastructure levy, serve a notice assuming liability for that levy in requisite form which shall or shall procure not be withdrawn, provide a copy of the notice to the Landlord and indemnify the Landlord against all expenses and liabilities arising out of that the Building Contractor (and its sub-contractors and/or consultants) shall carry out the design (including the preparation of Design Data) and the construction, completion, commissioning and testing levy in respect of the Works so that: each School shall achieve ICT Handover on or before the Planned ICT Handover Date and (without prejudice any failure to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach of this clause 10.1.1 shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition; [the Post Completion Works Acceptance Requirements are satisfied at each Site on or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all this clause; and 4.1.4 give the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable AuthoritiesLandlord at least 10 Business Days’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members written notice of the relevant design profession within the European Union date it intends to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works in accordance with this Agreement and having regard to the activities which are carried on at the Sites and to the age of the Pupils occupying the Sites; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas of the Sites are secure against trespassers and clean and tidy so far as practicable having regard to the nature of start the Works; adequate retaining and supporting walls are provided to support any Adjoining Property and, where appropriate, the buildings at the Existing Schools . 4.2 Obligations during the carrying out of the Works; 4.2.1 The Tenant shall carry out and complete the Works: (a) expeditiously, and in any event shall complete them within six months of the date of this licence; (b) in a good and workmanlike manner, with new and good quality materials fit for the purpose for which they are required and so as to be free from defects; (c) in accordance in all respects with all relevant legislation and the terms of all consents; (d) without using or permitting the use of any material or substance which, at the time of use, does not conform with all relevant British and European standards and codes of practice or which is generally known to the United Kingdom building industry at the time of use to be deleterious to health and safety or to the durability of the Works are carried out in the particular circumstances in which it is used; (e) in compliance with the Equality Requirements. Overall Responsibility Tenant Guide and the requirements set out in the documents setting out the Works in Schedule 1 and in accordance with the requirements of the Landlord’s professional advisers (if required by the Landlord) and of the insurers of the Premises and the Licensed Areas; (f) to the reasonable satisfaction of the Landlord and to the satisfaction of the insurers of the Premises and the Licensed Areas, any competent authority and any other person whose consent to or approval of the Works is required; (g) in a manner so as to cause as little inconvenience and annoyance as reasonably possible to the Landlord, any superior landlord and the owners and occupiers of adjoining or neighbouring property; (h) so as not to result in the Premises, the Licensed Areas or the building of which they form part, or any adjoining or neighbouring property, becoming unsafe; and (i) at its sole risk. 4.2.2 The obligations Tenant shall: (a) effect and/or procure that any person carrying out the Works effects such insurance in clause 10.1 respect of them as is reasonably appropriate in the circumstances; (Obligation b) pay any charge or levy lawfully imposed by any person or any competent authority in respect of the Works; (c) permit the Landlord, and all others authorised by it, to Carry Outinspect the Works both while they are being carried out and on their completion but subject to the access provisions in the Lease and if reasonably required by the Tenant accompanied by a member of the Tenant’s staff (provided that such rights may only be exercised when in compliance with any health and safety or other legal requirements in relation to the Works); (d) are independent obligations. In particular: make good to the fact Landlord’s reasonable satisfaction any damage arising out of, or incidental to, the carrying out or completion of the Works; (e) notify the Landlord of the date of completion of the Works; and (f) provide the Landlord on demand with copies of all notices, correspondence, certificates and documentation whatsoever relating to the Works and with such other evidence as the Landlord may reasonably require to satisfy itself that the Contractor has terms of this licence are being or have been complied with the Facilities Output Specification but not the Construction Proposals shall not be a defence to an allegation that the Contractor has not satisfied the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event of any discrepancy or inconsistency between them; and the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specificationwith.

THE WORKS. Obligation to Carry Out The Contractor shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) ESCO shall carry out the design (including Works with all the preparation of Design Data) skill, care, diligence, efficiency and professional conduct reasonably to be expected from a professional with the construction, completion, commissioning qualifications and testing experience suitable for the carrying out of the Works and in the appointment and monitoring of its agents, employees and Subcontractors and shall do so that: each School shall achieve ICT Handover on or before in accordance with the Planned ICT Handover Date and (without prejudice to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach of this clause 10.1.1 shall notWorks Schedule, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition; [the Post Completion Works Acceptance Requirements are satisfied at each Site on or before Tender Design Documents]17, EXEED Pre-Investment Studies, the relevant Planned Post Completion Works Acceptance Date, provided that a breach of EXEED Standard and the terms and conditions set out in this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) Agreement. The ESCO shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] supervise and direct the Works fully comply with and meet shall ensure that the completed Works are fit for their intended purpose and shall be responsible for all construction and installation means, methods, techniques, sequences and procedures and for coordinating all elements of the requirements of Works under this Agreement. The ESCO shall procure the Equipment together with all labour, personnel, tools, construction equipment and machinery, transportation and other facilities and services necessary for the Facilities Output Specification, proper execution and completion of the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and LegislationWorks. new materials only will be used in In carrying out the Works the ESCO shall at all times comply with the Client’s health and safety protocols as notified to the ESCO. Save as to the extent that may be required [under the Tender Design Documents or as may be otherwise required]18 under this Agreement the ESCO shall carry out the Works in such a manner so as not to harm the structural integrity of the EXEED Asset or its operating systems. The ESCO shall without delay and at its own expense repair and restore to its original condition any damage to the EXEED Asset caused by the ESCO or its Subcontractors or agents. The ESCO shall appoint the ESCO Representative who on the date of execution of this Agreement shall be [ ]19. The ESCO may replace the ESCO Representative with a person of equivalent experience and expertise with the prior written consent of the Client which shall not be unreasonably withheld or delayed. Without prejudice to its other obligations under this Agreement and subject to the provisions of Clauses 5.1. and 5.2. the ESCO shall proceed with the Works in accordance with the programme for the Works set out at Schedule 3 (unless subject to any extension of the Authority agrees otherwise Target Substantial Completion Date in writing accordance with this Agreement) and the Client shall be entitled to rely on the programme when planning its activities. As soon as possible after it becomes aware either Party shall notify the other of specific probable future events or circumstances which may affect the contrary programme or delay the execution of the Works or that actual progress of the Works is not consistent with the programme for the Works set out in Schedule 3 and the Facilities Output Specification)94 and all goods used or included Parties shall work together in good faith to agree a revised programme. In carrying out the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity ESCO shall comply with relevant British or European Union Standards or codes of practice which at its obligations under the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of Construction Regulations. The ESCO shall complete the Works in accordance with this Agreement and having regard shall comply with all applicable legislation, regulations, guidelines, by-laws, standards and codes of practice including, but not limited to the activities Construction Regulations and the Building Regulations. [The Client hereby appoints the ESCO as [project supervisor for the construction stage and project supervisor for the design stage]20 for the Works in accordance with the Construction Regulations and the ESCO hereby accepts the appointment which are carried on at shall continue as long as the Sites Client is required to have a [project supervisor for the construction stage and project supervisor for the design stage]21 in place for the Works. The ESCO represents and warrants that it is and will continue to be competent to act as [project supervisor for the age construction stage and project supervisor for the design stage]22 for the Works and further represents and warrants that it will allocate sufficient resources to enable it to comply with the relevant requirements of the Pupils occupying the Sites; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas of the Sites are secure against trespassers and clean and tidy so far as practicable having regard to the nature of the Works; adequate retaining and supporting walls are provided to support any Adjoining Property and, where appropriate, the buildings at the Existing Schools during the carrying out of the Works; and the Works are carried out in compliance with the Equality RequirementsConstruction Regulations. Overall Responsibility The obligations in clause 10.1 (Obligation to Carry Out) are independent obligations. In particular: the fact ESCO acknowledges that the Contractor has complied with the Facilities Output Specification but not the Construction Proposals it shall not be a defence entitled to an allegation any additional costs, fees or expenses in acting as [project supervisor for the construction stage and project supervisor for the design stage]23 for the Works and that all such costs, fees or expenses are deemed to be included in any payments made to it by the Client under this Agreement. The ESCO warrants and represents that the Contractor has not satisfied insurances required under Clause 30. include cover for its liability in respect of its role as [project supervisor for the Construction Proposals provided that construction stage and project supervisor for the Facilities Output Specification shall take priority over design stage]24 for the Construction Proposals in the event of any discrepancy or inconsistency between them; and the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specification.Works.]25

THE WORKS. Obligation to Carry Out The Contractor shall or commence the Works on the Agreement Date and, subject to the provisions of clause 21.1.6, complete Phase 1 by the Anticipated Date of Phase 1 Practical Completion, complete each Phase 2 Stage by the Anticipated Date of Phase 2 Stage Practical Completion and complete all remaining Works by the Anticipated Date of Practical Completion. The Contractor shall procure that the Building Works are executed with diligence and carried out in accordance with all applicable Law and:- Good Engineering Practice; the Planning Permission, including but not limited to the dispersal conditions in relation to all by-products generated by the System; the Authority Requirements and the Contractor’s Proposals; the Programme (as may be amended from time to time as agreed by the Authority and the Contractor); using standards, practices, methods and procedures conforming to the Law and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a qualified, skilled and experienced person engaged in building plant and buildings of the same or similar type under the same or similar circumstances; all applicable Authority Policies, relevant codes of practice, British Standard specifications and the CDM Regulations; any relevant terms and/or conditions contained within the HCA Funding Agreement; with due regard to the timetable of works of any Authority Related Party such that the Contractor (is required to co-operate and its sub-contractors work alongside all Authority Related Parties in accordance with the requirements of clause 16.15 of this Agreement; and all applicable health and safety legislation in force and all health and safety policies of the Authority. Save in respect of the Planning Permission, the Contractor shall obtain all required consents whether statutory, planning, environmental or otherwise as may be necessary in order for the Works to proceed legally. The Contractor shall be responsible for decommissioning and removing any plant or equipment in the Boiler House which is required to be decommissioned and/or consultants) shall removed in order to allow it to carry out the design Works. The Contractor shall consult with the Authority prior to and during such decommissioning and removal in order to minimise any disruption to any part of the Premises. The Contractor shall use reasonable endeavours to sell any such plant as operational plant and pass the proceeds of any such sale to the Authority (less the Contractor’s reasonable costs of sale). The condition of the Facilities shall be the sole responsibility of the Contractor and it shall be deemed to have satisfied itself as to the Site Conditions, ground and sub-soil, the form and nature of the Premises, the risk of injury or damage to property affecting the Premises, the nature of the materials (whether natural or otherwise) to be excavated and the nature of the design, work and materials necessary for the execution of the Works on the Premises. For the avoidance of doubt, the Contractor will be deemed to have given full consideration to all Disclosed Data in the context of providing the Authority with its cost for the Works and there shall be no liability on the part of the Authority for any change to such costs. The Contractor shall co-operate and work alongside all Authority Related Parties as reasonably required in order to ensure that all Works undertaken at the Premises by the Contractor or a Contractor Related Party are carried out in a manner and in accordance with a timetable so as to minimise interference and disruption to Authority Related Parties. Any disruption to the Works or dispute between the Contractor and an Authority Related Party in relation to the Works shall be reported immediately to the Authority Representative and resolved in conjunction with the Project Manager. The Works (including the preparation delivery of Design Dataequipment and/or materials) shall be carried out between the hours of 0800 and 1800 on Monday to Friday and 0800 to 1300 on Saturdays except in the construction, completion, commissioning and testing case of an emergency or with the prior approval of the Authority (such approval not to be unreasonably withheld or delayed). No Works (including the delivery of equipment and/or materials) shall be carried out on the Premises on Sundays or public holidays without the prior approval of the Authority (such approval not to be unreasonably withheld or delayed). The Contractor shall throughout the duration of the Works so that: each School keep the Authority informed of the progress of the Works. The Authority shall achieve ICT Handover on or before have the Planned ICT Handover right at any time upon reasonable prior notice to inspect the Works. Subject to the Authority giving the Contractor reasonable notice, the Authority shall have the right at any time prior to the Actual Date of Practical Completion to request the Contractor to open up and (without prejudice to clause 11.11) Services Availability on or before inspect any part of the Planned Services Availability Date for that School provided that a breach Works where the Authority reasonably believes such Works are not in accordance with the requirements of this clause 10.1.1 Agreement and the Contractor shall notcomply with such request. If any interruption to the Transitional Heating Service is required as a result of carrying out the Works, the Contractor shall arrange the timing of itselfany such interruption by prior agreement with the Authority in order to minimise the impact of such interruption to the provision of the Heating Services. Other than as agreed by the parties as at the date of this Agreement, the Contractor may not sub-contract the whole or any part of the Works without the prior written consent of the Authority (which shall not be capable unreasonably withheld or delayed). When in his opinion the Works have been completed in accordance with this Agreement, the Project Manager shall prepare and issue to the Authority a Certificate of giving rise Phase Completion or a Certificate of Practical Completion (as the case may be) to a Contractor Default under either that effect stating the date upon which in his opinion the Phase 1 Completion Date, Phase 2 Stage Completion Date or Actual Date of limbs Practical Completion (aas the case may be) occurred. The Certificate of Phase Completion or Certificate of Practical Completion (bas the case may be) issued to the Authority shall be signed by the Project Manager and if the Certificate of that definition; [Phase Completion or the Post Certificate of Practical Completion Works Acceptance Requirements are satisfied at each Site on or before is agreed by the Authority Representative, it shall be counter signed by the Authority Representative accordingly and the relevant Planned Post Completion Works Acceptance Date, provided will be deemed to be complete. In the event that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of the Authority Representative does not agree that definition;] the relevant Works fully comply have been satisfactorily completed in accordance with and meet all the requirements of this Agreement, the Facilities Output Specificationprovisions of clause 22 shall apply. As soon as practicable after the issue of each Certificate of Phase Completion, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless Contractor shall provide to the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members a copy of the relevant design profession within the European Union to be deleterious to health or safety or as-built specification, together with all drawings and manuals relating to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works in accordance with this Agreement and having regard to the activities which are carried on at the Sites and to the age of the Pupils occupying the Sites; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas of the Sites are secure against trespassers and clean and tidy so far as practicable having regard to the nature of the Works; adequate retaining and supporting walls are provided to support any Adjoining Property and, where appropriate, the buildings at the Existing Schools during the carrying out of the Works; and the Works are carried out in compliance with the Equality Requirements. Overall Responsibility The obligations in clause 10.1 (Obligation to Carry Out) are independent obligations. In particular: the fact that the Contractor has complied with the Facilities Output Specification but not the Construction Proposals shall not be a defence to an allegation that the Contractor has not satisfied the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event of any discrepancy or inconsistency between them; and the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specification.

THE WORKS. Obligation 7.1 The Landlord shall use reasonable endeavours to Carry Out The Contractor shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) Works are carried out: 7.1.1 in accordance with the Contract; 7.1.2 in accordance with the Specification; 7.1.3 in accordance with the provisions of this Agreement; 7.1.4 in accordance with all Statutory Requirements. 7.2 The Landlord shall appoint the Project Manager to carry out the design (including duties ascribed to the preparation of Design Data) Project Manager under this Deed and under the construction, completion, commissioning and testing Contract. 7.3 The Tenant acknowledges that the Landlord has or will have obligations to the Contractor in respect of the Works so that: each School and the Site under the Contract. The Tenant shall achieve ICT Handover not by any act or omission on or before its part put the Planned ICT Handover Date and (without prejudice to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a Landlord in breach of this clause 10.1.1 such obligations. 7.4 The Tenant shall notindemnify and save harmless the Landlord against and from:- 7.4.1 any breach, of itself, be capable of giving rise non-observance or non-performance by the Tenant and/or any parties for which the Tenant is responsible or authorises to a Contractor Default under either of limbs (a) or (b) of that definition; [enter the Post Completion Works Acceptance Requirements are satisfied at each Site on or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works in accordance with this Agreement and having regard to the activities which are carried on at the Sites and to the age of the Pupils occupying the Sites; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas of the Sites are secure against trespassers and clean and tidy so far as practicable having regard to the nature of the Works; adequate retaining and supporting walls are provided to support any Adjoining Property and, where appropriate, the buildings at the Existing Schools during the carrying out of the Works; and , of any provisions of the Contract insofar as they relate to the Works are carried or the Site (but excepting any obligation to make payment to the Contractor under the Contract) and 7.4.2 any act or omission of the Tenant or any parties for which the Tenant is responsible or authorises to enter the Site during the carrying out of the Works which involves the Landlord in compliance any liability to the Contractor under the Contract, and 7.4.3 any claim, damage, loss or expense due to or arising from any negligence or breach of duty on the part of the Tenant, or any party for which the Tenant is responsible or authorises to enter the Site during the carrying out of the Works, including any wrongful use by it or them of any property, good, materials or equipment belonging to or supplied by the Contractor which is brought onto the Site for the purpose of or is incidental to the carrying out of the Works. 7.5 The Landlord shall use reasonable endeavours to procure that in carrying out the Works the Contractor co-operates with the Equality RequirementsTenant and uses reasonable endeavours to cause as little disruption to the Tenant’s ongoing business activities as practicable and gives as much notice as is reasonably practicable (except in the case of emergency) of the start of any and duration of activities which will or are likely to disrupt the normal business activities of the Tenant. Overall Responsibility The obligations in clause 10.1 (Obligation Landlord shall use reasonable endeavours to Carry Out) are independent obligations. In particular: the fact procure that the Contractor has complied with the Facilities Output Specification but not the Construction Proposals shall not be Tenant receives a defence to an allegation that the Contractor has not satisfied the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event copy of any discrepancy or inconsistency between them; Contractor’s programme for the Works and the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence copy of any revision to an allegation that the Contractor has not satisfied the Facilities Output Specificationsuch programme.

THE WORKS. Obligation to Carry Out The Contractor 8.1 Supplier represents and warrants that it shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) shall carry out the design (including the preparation of Design Data) and the construction, completion, commissioning and testing of provide the Works so that: each School shall achieve ICT Handover on or before the Planned ICT Handover Date and (without prejudice to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach of this clause 10.1.1 shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition; [the Post Completion Works Acceptance Requirements are satisfied at each Site on or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works Buyer precisely in accordance with this Agreement and having regard the Orders. Supplier further represents and warrants that: 8.1.1 it shall use all best skill and care in such provision and shall perform its obligations in accordance with the Order; 8.1.2 title to the activities which are carried on at Works ordered under the Sites Order shall transfer free from any security interest or other lien or encumbrance; 8.1.3 it has the rights to grant the licence rights set out in this Agreement and to in the age of the Pupils occupying the Sites; Order; 8.1.4 that the Works are maintained of good quality, material and workmanship in good orderaccordance with best industry practice; 8.1.5 the Works are and will be fit for their intended purpose and use including any purpose and use made known to Supplier by Buyer ; 8.1.6 the Works are free from defects in design, kept in a safe condition materials and protected from damageworkmanship and hazards to health; 8.1.7 the Works are new and not used, refurbished, repaired or reconditioned and working areas not of an age that deteriorates or impairs their usefulness, safety or operation; 8.1.8 the Sites Works do not infringe the rights of any third party; 8.1.9 it has developed processes and/or procedures that are secure against trespassers and clean and tidy so far as practicable having regard adequate to the nature assure that none of the Works, or part or component thereof, or material contained in such Works, shall be counterfeit; adequate retaining and supporting walls are provided and 8.1.10 no Works, or part or component thereof, or any material supplied hereunder shall be counterfeit. 8.2 Supplier shall deliver the Works CIP Incoterms 2010 to support any Adjoining Property andthe delivery address stated on the Order unless otherwise specified in the Order. Upon delivery of the Works by Supplier to Buyer, where appropriate, the buildings Buyer (or Supplier at the Existing Schools during request of Buyer) may perform an Acceptance Test upon such Works. The Works shall be deemed to have been accepted when notified by Xxxxx in writing. 8.3 Supplier shall undertake each Acceptance Test and shall give Buyer and its nominated representatives the carrying out opportunity (by giving not less than 10 Business Days' notice in writing) to attend and observe each Acceptance Test in respect of the Works; and . 8.4 No charge shall be made for attendance at any Acceptance Test. Where applicable, Xxxxx shall notify Supplier in writing as soon as reasonably practicable after the Works are carried out pass the Acceptance Tests. 8.5 Without prejudice to Buyer’s right to terminate pursuant to clause 19.3.1, if the Works fail to pass any Acceptance Tests or repeat Acceptance Tests, Supplier shall notify Buyer that the Acceptance Tests have not been passed and Buyer may: 8.5.1 require Supplier to conduct, and Supplier shall immediately conduct, free of charge all such reasonable alterations or Modifications to the Works including but not limited to any that the Buyer shall in compliance with the Equality Requirements. Overall Responsibility The obligations circumstances judge necessary to enable repeat Acceptance Tests to be passed and Supplier shall subject the Works to repeat Acceptance Tests as soon as possible and in any event no later than 15 days after receipt of such notice from Buyer; or 8.5.2 require Supplier to take the actions specified in clause 10.1 8.5.1 again; or 8.5.3 accept the Works proposed to be used by Supplier "as is" subject to a reduction in the charges which accurately reflects both the reduced functionality and performance of, and any reduced costs of developing, the Works. 8.6 The provision of any certificate or evidence (Obligation to Carry Out) are independent obligations. In particular: the fact that the Contractor has complied with the Facilities Output Specification including but not limited to evidence of passing of Acceptance Tests) by Supplier or Buyer or the Construction Proposals giving of any approval or consent by Buyer under or in connection with this Agreement shall not be a defence taken as relieving Supplier from any liability arising out of, or in any way connected with, the performance or non-performance of Supplier's obligations (other than the obligation to an allegation that provide such certificate or evidence, if applicable), pursuant to this Agreement. 8.7 Supplier shall immediately upon discovery of the Contractor has not satisfied same promptly report to Buyer the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event extent of any discrepancy damage or inconsistency between them; misuse of computer systems, hardware, Buyer Data, Buyer’s Property and sites to which Supplier has direct or remote access and any effect that it may or will have on the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specificationperformance of Supplier's obligations under this Agreement.

THE WORKS. Obligation to Carry Out The Contractor 8.1 Supplier represents and warrants that it shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) shall carry out the design (including the preparation of Design Data) and the construction, completion, commissioning and testing of provide the Works so that: each School shall achieve ICT Handover on or before the Planned ICT Handover Date and (without prejudice to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach of this clause 10.1.1 shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition; [the Post Completion Works Acceptance Requirements are satisfied at each Site on or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works Buyer precisely in accordance with this Agreement and having regard the Orders. Supplier further represents and warrants that: 8.1.1 it shall use all best skill and care in such provision and shall perform its obligations in accordance with the Order; 8.1.2 title to the activities which are carried on at Works ordered under the Sites Order shall transfer free from any security interest or other lien or encumbrance; 8.1.3 it has the rights to grant the licence rights set out in this Agreement and to in the age of the Pupils occupying the Sites; Order; 8.1.4 that the Works are maintained of good quality, material and workmanship in good orderaccordance with best industry practice; 8.1.5 the Works are and will be fit for their intended purpose and use including any purpose and use made known to Supplier by Buyer ; 8.1.6 the Works are free from defects in design, kept in a safe condition materials and protected from damageworkmanship and hazards to health; 8.1.7 the Works are new and not used, refurbished, repaired or reconditioned and working areas not of an age that deteriorates or impairs their usefulness, safety or operation; 8.1.8 the Sites Works do not infringe the rights of any third party; 8.1.9 it has developed processes and/or procedures that are secure against trespassers and clean and tidy so far as practicable having regard adequate to the nature assure that none of the Works, or part or component thereof, or material contained in such Works, shall be counterfeit; adequate retaining and supporting walls are provided and 8.1.10 no Works, or part or component thereof, or any material supplied hereunder shall be counterfeit. 8.2 Supplier shall deliver the Works CIP Incoterms 2010 to support any Adjoining Property andthe delivery address stated on the Order unless otherwise specified in the Order. Upon delivery of the Works by Supplier to Buyer, where appropriate, the buildings Buyer (or Supplier at the Existing Schools during request of Buyer) may perform an Acceptance Test upon such Works. The Works shall be deemed to have been accepted when notified by Xxxxx in writing. 8.3 Supplier shall undertake each Acceptance Test and shall give Buyer and its nominated representatives the carrying out opportunity (by giving not less than 10 Business Days' notice in writing) to attend and observe each Acceptance Test in respect of the Works; and . 8.4 No charge shall be made for attendance at any Acceptance Test. Where applicable, Xxxxx shall notify Supplier in writing as soon as reasonably practicable after the Works are carried out in compliance with pass the Equality Requirements. Overall Responsibility The obligations in Acceptance Tests. 8.5 Without prejudice to Buyer‟s right to terminate pursuant to clause 10.1 (Obligation 19.3.1, if the Works fail to Carry Out) are independent obligations. In particular: the fact pass any Acceptance Tests or repeat Acceptance Tests, Supplier shall notify Buyer that the Contractor has complied with Acceptance Tests have not been passed and Buyer may: 8.5.1 require Supplier to conduct, and Supplier shall immediately conduct, free of charge all such reasonable alterations or Modifications to the Facilities Output Specification Works including but not limited to any that the Construction Proposals Buyer shall in the circumstances judge necessary to enable repeat Acceptance Tests to be passed and Supplier shall subject the Works to repeat Acceptance Tests as soon as possible and in any event no later than 15 days after receipt of such notice from Buyer; or 8.5.2 require Supplier to take the actions specified in clause 8.5.1 again; or 8.5.3 accept the Works proposed to be used by Supplier "as is" subject to a reduction in the charges which accurately reflects both the reduced functionality and performance of, and any reduced costs of developing, the Works. 8.6 The provision of any certificate or evidence (including but not limited to evidence of passing of Acceptance Tests) by Supplier or Buyer or the giving of any approval or consent by Buyer under or in connection with this Agreement shall not be a defence taken as relieving Supplier from any liability arising out of, or in any way connected with, the performance or non-performance of Supplier's obligations (other than the obligation to an allegation that provide such certificate or evidence, if applicable), pursuant to this Agreement. 8.7 Supplier shall immediately upon discovery of the Contractor has not satisfied same promptly report to Buyer the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event extent of any discrepancy damage or inconsistency between them; misuse of computer systems, hardware, Buyer Data, Buyer‟s Property and sites to which Supplier has direct or remote access and any effect that it may or will have on the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specificationperformance of Supplier's obligations under this Agreement.

THE WORKS. Obligation to Carry Out The Contractor 9.1 Supplier represents and warrants that it shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) shall carry out the design (including the preparation of Design Data) and the construction, completion, commissioning and testing of provide the Works so that: each School shall achieve ICT Handover on or before the Planned ICT Handover Date and (without prejudice to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach of this clause 10.1.1 shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition; [the Post Completion Works Acceptance Requirements are satisfied at each Site on or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works Buyer precisely in accordance with this Agreement and having regard the Orders. Supplier further represents and warrants that: 9.1.1 it shall use all best skill and care in such provision and shall perform its obligations in accordance with the Order; 9.1.2 title to the activities which are carried on at Works ordered under the Sites Order shall transfer free from any security interest or other lien or encumbrance; 9.1.3 it has the rights to grant the licence rights set out in this Agreement and to in the age of the Pupils occupying the Sites; Order; 9.1.4 that the Works are maintained of good quality, material and workmanship in good orderaccordance with best industry practice; 9.1.5 the Works are and will be fit for their intended purpose and use including any purpose and use made known to Supplier by Buyer; 9.1.6 the Works are free from defects in design, kept in a safe condition materials and protected from damageworkmanship and hazards to health; 9.1.7 the Works are new and not used, refurbished, repaired or reconditioned and working areas not of an age that deteriorates or impairs their usefulness, safety or operation; 9.1.8 the Sites Works do not infringe the rights of any third party; 9.1.9 has developed processes and/or procedures that are secure against trespassers and clean and tidy so far as practicable having regard adequate to the nature assure that none of the Works, or part or component thereof, or material contained in such Works shall be counterfeit; adequate retaining and supporting walls are provided and 9.1.10 no Works, or part or component thereof, or any material supplied hereunder shall be counterfeit. 9.2 Supplier shall deliver the Works CIP Incoterms 2010 to support any Adjoining Property andthe delivery address stated on the Order unless otherwise specified in the Order. Upon delivery of the Works by Supplier to Buyer, where appropriate, the buildings Buyer (or Supplier at the Existing Schools during request of Buyer) may perform an Acceptance Test upon such Works. The Works shall be deemed to have been accepted when notified by Buyer in writing, including where applicable that Supplier has overcome any defects. 9.3 Supplier shall undertake each Acceptance Test and shall give Buyer and its nominated representatives the carrying out opportunity (by giving not less than 10 Business Days’ notice in writing) to attend and observe each Acceptance Test in respect of the Works; and . 9.4 No charge shall be made for attendance at any Acceptance Test. Where applicable, Buyer shall notify Supplier in writing as soon as reasonably practicable after the Works are carried out pass the Acceptance Test. 9.5 Without prejudice to Buyer’s right to terminate pursuant to clause 20.1, 20.2, if the Works fail to pass any Acceptance Tests or repeat Acceptance Tests, Supplier shall notify Buyer that the Acceptance Tests have not been passed and Buyer may: 9.5.1 require Supplier to conduct, and Supplier shall immediately conduct, free of charge, all such reasonable alterations or modifications to the Works including but not limited to any that the Buyer shall in compliance with the Equality Requirements. Overall Responsibility The obligations circumstances judge necessary to enable repeat Acceptance Tests to be passed and Supplier shall subject the Works to repeat Acceptance Tests as soon as possible and in any event no later than 15 days after receipt of such notice from Buyer; or 9.5.2 require Supplier to take the actions specified in clause 10.1 9.5.1 again; or 9.5.3 accept the Works proposed to be used by Supplier “as is” subject to a reduction in the charges which accurately reflects both the reduced functionality and performance of and any reduced costs of developing, the Works. 9.6 The provision of any certificate or evidence (Obligation to Carry Out) are independent obligations. In particular: the fact that the Contractor has complied with the Facilities Output Specification including but not limited to evidence of passing of Acceptance Tests) by Supplier or Buyer or the Construction Proposals giving of any approval or consent by Buyer under or in connection with this Agreement shall not be a defence taken as relieving Supplier from any liability arising out of, or in any way connected with, the performance or non-performance of Supplier's obligations (other than the obligation to an allegation that provide such certificate or evidence, if applicable), pursuant to this Agreement. 9.7 Supplier shall immediately upon discovery of the Contractor has not satisfied same promptly report to Buyer the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event extent of any discrepancy damage or inconsistency between them; misuse of computer systems, hardware, Buyer Data, Buyer’s Property and sites to which Supplier has direct or remote access and any effect that it may or will have on the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specificationperformance of Supplier's obligations under this Agreement.

THE WORKS. Obligation 15.1 Subject to Carry Out The the following provisions of this Clause 15, we and/or our Sub-Contractor shall or shall procure that the Building Contractor (and its sub-contractors and/or consultants) shall agree to carry out the Works with the skill and care reasonably to be expected of an RPO and as at the time of completion, the Works or (where applicable) any relevant phase of the Works will be free from defect (except any defect due to user abuse and improper operation), save for any defect caused by: a. incorrect or misleading information supplied by or on behalf of you; b. incorrect or misleading information in relation to the Site or in relation to any Plant and Materials or any Equipment, materials or services provided by you and relied upon by us and/or our Sub- Contractor in performing the Works; or c. any breach or default by you. 15.2 Where the Works consist only of design services and services preparatory to provision of design services: a. we and/or our Sub-Contractor will carry out the Works with the skill and care reasonably to be expected of an RPO; b. the obligation set out in this Clause 15.2 shall apply to the exclusion Clause 15.1 and all other obligations on our part or that of our Sub-Contractor, in relation to the Works are excluded, including any such obligations expressly set out in this Agreement. 15.3 All liabilities (including whether implied by statute or otherwise) on our part or that of our Sub-Contractor, in relation to the preparation Works or this Agreement other than those expressly set out in this Agreement are excluded. 15.4 You shall promptly Notify us in Writing of Design Dataany breach of Clause 15.1 or 15.2 (as the case may be) and give us a reasonable opportunity to rectify any such defect, or (where Clause 15.2 applies) to rectify any design defects in works executed to our and/or our Sub-Contractor’s design. You shall provide such access to the constructionSite as we and/or our Sub-Contractor reasonably requires in order to perform such rectification. Our sole liability for any breach of such warranty shall be to rectify any such defect at our own cost. 15.5 You acknowledge that where title in the Works has vested in the Gas Transporter under the Gas Transporter Agreement or the Electricity Network Owner under the Electricity Network Agreement, completionany rectification works will be subject to the approval, commissioning instruction, direction and control of the Gas Transporter or the Electricity Network Owner. We will have no liability to you in respect of any breach of Clause 15 where and to the extent that the Network Owner does not approve or otherwise elects not to proceed with rectification of a defect. 15.6 We shall not be liable to you for any defect in the Works, or (as the case may be) and design defect in works executed to our and/or our Sub-Contractor’s design, unless you have given us an opportunity to rectify in accordance with this Clause 15. Where we are given such an opportunity but fail to rectify such defect within a reasonable time taking into account the provisions of Clause 15.4, our sole liability to you in respect of the defect and such failure shall only extend to the reasonable and necessary costs incurred by you in rectifying such defect. 15.7 You agree that the Network Owner decision in relation to any aspect of the Works, including without limitation any defect, shall be final and binding upon you. Without prejudice to the generality of the foregoing, in the event that the Network Owner has given an instruction to us to correct any defect pursuant to the Gas Transporter or Electricity Network Agreement, or otherwise to carry out any additional or remedial works, and such action would conflict with any notice given by you under Clause 15.4, the Network Owner’s instruction shall take precedence and we shall notify you in writing of the same. Any work performed by us and/or our Sub-Contractor in the rectification of any defect notified by the Network Owner shall be deemed to be the rectification of any similar defect notified by you pursuant to this Clause 15. You agree to grant us and/or our Sub-Contractor and the Network Owner such access as either party reasonably requires for the inspection and testing of the Works so that: each School and any defects to be corrected by us and/or our Sub-Contractor pursuant to the Gas Transporter Agreement or Electricity Network Agreement and the we shall achieve ICT Handover on or before the Planned ICT Handover Date and (without prejudice pass through any costs incurred by us to clause 11.11) Services Availability on or before the Planned Services Availability Date for that School provided that a breach you. 15.8 Notwithstanding any other provision of this clause 10.1.1 Clause 15 or this Agreement and without extension to any applicable period of limitation, our liability under this Agreement shall notexpire in accordance with the following provisions. a. Where Clause 15.1 applies: i. insofar as such obligations relate to reinstatement works or any other part of the Works that has not and is not intended to vest in the Network Owner (or any alternative Network Owner) such obligations shall expire 12 months following Final Completion; ii. insofar as such obligations relate to the exercise of reasonable skill and care in relation to the design capacity of the Asset, of itself, be capable of giving rise such obligations shall expire 12 months following Substantial Completion; iii. insofar as such obligations relate to a Contractor Default under either of limbs (amatters other than those referred to in Clauses 15.2(a) or (b) above, such obligations shall expire on the earlier of that definition; [A. the Post date on which the Asset is taken into use, B. the earliest date following Substantial Completion Works Acceptance Requirements are satisfied at each Site on which the Asset could have been taken into use were it not for any delay, breach or before the relevant Planned Post Completion Works Acceptance Date, provided that a breach default by you in performing any of this clause 10.1.2 or clause 20.4 (Post Completion Works/Site Clearance) shall not, of itself, be capable of giving rise to a Contractor Default your obligations under either of limbs (a) or (b) of that definition;] the Works fully comply with and meet all the requirements of this Agreement, the Facilities Output Specification, the Construction Proposals, Good Industry Practice, Guidance, all Necessary Consents, all applicable Authorities’ Policies93 and Legislation. new materials only will be used in carrying out the Works (unless the Authority agrees otherwise in writing or the contrary is set out in the Facilities Output Specification)94 and all goods used or included in the Works will be of satisfactory quality, and there will be used or included in the Works none of those products and materials listed in Schedule 9 (Prohibited Materials) nor any products or materials not in conformity with relevant British or European Union Standards or codes of practice which at the time of use are widely known to building contractors or members of the relevant design profession within the European Union to be deleterious to health or safety or to the durability of buildings and/or other structures and/or finishes and/or plant and machinery in the particular circumstances in which they are used; all persons employed in connection with the performance of the Works will be skilled and experienced in their several professions, trades and callings or adequately supervised; all aspects of the Works will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Works in accordance with this Agreement and having regard to the activities which are carried on at the Sites and to the age of the Pupils occupying the Sites; the Works are maintained in good order, kept in a safe condition and protected from damage, and working areas of the Sites are secure against trespassers and clean and tidy so far as practicable having regard to the nature of the Works; adequate retaining and supporting walls are provided to support any Adjoining Property and, where appropriate, the buildings at the Existing Schools during the carrying out of the Works; and the Works are carried out in compliance with the Equality Requirements. Overall Responsibility The obligations in clause 10.1 (Obligation to Carry Out) are independent obligations. In particular: the fact that the Contractor has complied with the Facilities Output Specification but not the Construction Proposals shall not be a defence to an allegation that the Contractor has not satisfied the Construction Proposals provided that the Facilities Output Specification shall take priority over the Construction Proposals in the event of any discrepancy or inconsistency between them; and the fact that the Contractor has complied with the Construction Proposals but not the Facilities Output Specification shall not be a defence to an allegation that the Contractor has not satisfied the Facilities Output Specification.