CONSTRUCTION MANAGEMENT AGREEMENT

FOR USE IN CONNECTION WITH A PROJECT AT

Client

Construction Manager

MACE LIMITED

© Mace CMA 16.03.00

 Contents

1. Definitions .................................................... 1
2. Construction Manager's Obligations ............................. 2
3. Construction Manager's Personnel ............................... 3
4. Organisation ................................................... 3
5. Construction Manager's Authority ............................... 3
6. Client's Duties ................................................ 4
7. The Site ....................................................... 4
8. Force Majeure .................................................. 4
9. Professional Indemnity Insurance ............................... 4
10. Other Insurances ............................................... 5
11. Payment ........................................................ 5
12. Copyright And Confidentiality .................................. 5
13. Assignment And Sub-Letting ..................................... 6
14. Suspension ..................................................... 6
15. Termination .................................................... 6
16. Notices ........................................................ 7
17. Disputes ....................................................... 7
18. Contracts (Rights of Third Parties) Act 1999 ................... 7
19. Entire Agreement ............................................... 7
Schedule 1 ......................................................... 9
Schedule 2 ......................................................... 13
Schedule 3 ......................................................... 20
Schedule 4 ......................................................... 22
Schedule 5 ......................................................... 23
Annex To Schedule 5 ................................................ 24

© Mace CMA 16.03.00

THIS AGREEMENT is made the day of 20

BETWEEN: -

(1) [ ] whose registered office is at [ ] ("the Client"); and

(2) MACE Polska Sp. Z.o.o. – Aleja Jana Pawla II, 15 Warszawa 00-828 ("the Construction
Manager").

WHEREAS: -

A. The Client wishes to proceed with the Project at the Site.

B. The Client wishes to appoint the Construction Manager to act and the Construction Manager has
agreed to act as his manager for the Project.

NOW IT IS HEREBY AGREED as follows:-

1. Definitions

In this Agreement, the following expressions shall have the following meanings: -

1.1 "The Construction Cost Plan" means the Client's budget for the Project to be agreed by
the Client and the Construction Manager under clause 2.3.

1.2 "The Construction Fee" means the fee specified in or calculated in accordance with the
provisions of Schedule 1 payable to the Construction Manager in respect of the Construction
Management Services.

1.3 "The Construction Management Services" means the services set out in Schedule 2,
Part 2.

1.4 "The Construction Period" means the period for completion of the Project agreed by the
Client and the Construction Manager under clause 2.3.

1.5 "The Construction Programme" means that programme to be agreed by the Client and
the Construction Manager for the purposes of clause 7.

1.6 "The Cost Consultant" means the party named as such in Schedule 1 or such other party
appointed by the Client and notified in writing to the Construction Manager to act in place of the
Cost Consultant so named or appointed.

1.7 "The Designer" means the party named as such in Schedule 1 or such other party appointed
by the Client and notified in writing to the Construction Manager to act in place of the Architect so
named or appointed.
1.8 "The Fee" means the total of the Pre-Construction Fee and the Construction Fee.
© Mace CMA 16.03.05 1
1.9 "The Management Services" means the Pre-Construction Management Services and the
Construction Management Services.

1.10 "The Pre-Construction Fee" means the fee specified in and calculated in accordance
with Schedule 1 payable to the Construction Manager in respect of the Pre-Construction
Management Services.

1.11 "The Organisation Costs" means the staff and other reimbursable costs as defined in
Schedule 3 incurred by the Construction Manager in connection with the Project.

1.12 "The Pre-Construction Management Services" means the services set out in
Schedule 2, Part 1.

1.13 "The Pre-Construction Period" means that period prior to the Construction Period
when the Construction Manager performs the Pre-Construction Services.

1.14 "The Project" means the works referred to in Schedule 1.

1.15 "The Project Brief" means the document referred to in clause 2.2.

1.16 "The Project Team" means collectively the Designer, those consultants listed in Schedule 1
and any further or other consultants engaged by the Client in connection with the Project and
notified in writing to the Construction Manager.

1.17 "The Site" means the site of the Project, the address of which is given in Schedule 1.

1.18 "The Trade Contractors" means the persons to be appointed by the Client to supply goods
and services in connection with the Project.

1.19 "The Trade Contracts" means the contracts to be executed by the Client and each of the
Trade Contractors.

2. Construction Manager's Obligations

2.1 The Construction Manager shall provide the Management Services during the Pre-Construction
Period and the Construction Period in accordance with the terms of this Agreement and exercise all
reasonable skill and care in conformity with the normal standards of a competent Construction
Manager.

2.2 The Construction Manager shall if required advise on the terms of the Project Brief and will have
regard to its terms during performance of the Management Services.

2.3 As soon as practicable the parties shall agree the Construction Cost Plan and the Construction
Period, following which the Client will give a written notice to the Construction Manager to
embark upon the Construction Management Services.

2.4 The Construction Manager shall assist the Client to agree the Construction Cost Plan prepared by
the Construction Manager following which the Client will give a written notice to the Construction
Manager to embark upon the Construction Management Services.

2.5 The Construction Manager shall use reasonable skill and care to see that no material generally
known to be deleterious will be specified for use in the Project or will be used in its construction.

© Mace CMA 16.03.05 2

2.6 The Construction Manager shall co-operate with and fully co-ordinate the Project Team during the
Pre-Construction Period and the Construction Period. The Client shall ensure that the contracts of
appointment for each member of the Project Team shall permit the Construction Manager to
exercise such functions.

2.7 The Construction Manager shall use reasonable skill and care to see that the Project is completed
within the Construction Cost Plan and the Construction Period and that the Trade Contractors
complete their Trade Contracts in accordance with their terms. The Construction Manager shall
require all parties on site to comply with the duties imposed upon them by any applicable statutes
or regulations.

2.8 The Construction Manager has full authority to act on behalf of the Client for all purposes
concerning the Project and to take such steps as are reasonably necessary to achieve completion of
the Project and to incur on the Clients behalf any costs which are necessary to do so.

2.9 The Construction Manager's services under this Agreement shall cease on the date of the certificate
of making good defects last to be issued in respect of the Trade Contractors for the Project,
excepting those services set out under Schedule 2, Part 2, Item 2.34 and 2.35 which, if required,
shall be reimbursable at the Construction Manager's usual rates.

3. Construction Manager's Personnel

3.1 The persons named in Schedule 1 or any replacements made with the prior approval of the Client,
which shall not be unreasonably withheld or delayed, shall carry out the functions allocated to
them in the Schedule.

3.2 The Construction Manager shall appoint resident site staff as may be necessary for the performance
of the Management Services.

4. Organisation

4.1 The Construction Manager shall provide necessary staff, operatives, plant equipment and services
as described in Schedule 3 as have been approved by the Client. Where the Client permits the
Construction Manager to sub-let his obligations regarding those matters any sub-contractors shall
be selected following competitive tenders.

4.2 The Client shall reimburse the Construction Manager for all the organisation costs he incurs.

5. Construction Manager's Authority

The Construction Manager shall exercise all rights and undertake all obligations conferred upon
him by the Trade Contracts, but shall not without previously consulting the Client and the Designer
as appropriate :-

5.1 instruct any Trade Contractor to make any material variation to his Trade Contract, or approve the
quality of materials or workmanship of or any design carried out by any Trade Contractor ;

5.2 grant any extension of time or accept any claim of any kind under any Trade Contract, determine
any Trade Contract, or issue any certificate thereunder unless the same has been signed by the
Designer;

© Mace CMA 16.03.05 3

5.3 consent to or agree to any amendment to the terms of the standard form of Trade Contract or any
Trade Contract entered into by the Client with any Trade Contractor nor consent to or agree to any
waiver or release of any obligation of any Trade Contractor;

5.4 except in an emergency issue any instruction under any Trade Contract which increases the cost of
the Project to the Client by more than EUR (as agreed with the Client) ].

6. Client's Duties

6.1 The Client shall supply to the Construction Manager throughout this Agreement in due time to
enable the Construction Manager to fulfil his obligations all available information and
documentation in respect of the Project and the Construction Manager shall be entitled to rely
upon the accuracy of the same unless otherwise indicated by the Client at the time of such
supply.

6.2 The Client shall engage the Project Team for full professional services and upon terms of
engagement which shall be acceptable to the Construction Manager. The Project Team and the
Client shall promptly provide the Construction Manager with any consents or approvals that he
requires.

6.3 The Client shall comply with its obligations under the terms of engagement of each of the
Project Team and the Trade Contracts.

7. The Site

The Construction Manager shall have access to and possession of the Site as provided by the
Construction Programme or as agreed with the Client and shall allow access to the Site to the
Project Team at reasonable times.

8. Force Majeure

If the Construction Manager shall be impeded in the performance of his obligations under this
Agreement by force majeure he shall give written notice to the Client specifying the cause and
his obligations shall be suspended or modified as appropriate during the period of such force
majeure. The Client shall reimburse the Construction Manager all costs reasonably incurred
during such period. If such force majeure renders further performance of the Construction
Management Services impossible for a continuous period of three months, the Construction
Manager may by written notice to the Client terminate his employment under this Agreement, in
which event the Construction Manager shall not be liable for any loss caused by such
termination.

9. Professional Indemnity Insurance

9.1 The Construction Manager shall effect a professional indemnity insurance policy in an amount of
not less than EUR[5,000,000] in respect of each and every claim, and shall use reasonable
endeavours to maintain such insurance for a period of 12 years from the date of the certificate of
practical completion last to be issued in respect of the Trade Contractors for the Project provided
that such insurance is available at commercially reasonable rates and upon commercially
acceptable terms. The Construction Manager's liability to the Client shall in no circumstances
exceed the cover available to him under the said policy.

© Mace CMA 16.03.05 4

9.2 The Construction Manager shall immediately notify in writing to the Client if for any reason
whatsoever professional indemnity insurance ceases to be available at commercially reasonable
rates and upon commercially acceptable terms.

10. Other Insurances

10.1 The Construction Manager shall maintain in force until Practical Completion of the Project the
insurances specified in Schedule 5.

10.2 The Client shall effect and maintain insurances as set out in Schedule 5.

11. Payment

11.1 The Client shall pay to the Construction Manager the Pre-Construction Fee for the Pre-
Construction Management Services and the Construction Fee for the Construction Management
Services by the instalments and dates set out in Schedule 1.

11.2 The Construction Manager shall submit to the Client monthly accounts showing any instalments of
the Pre-Construction Fee or the Construction Fee which are due, the amount of any Organisation
Costs reimbursable by the Client, and any other sums due to the Construction Manager under this
Agreement, less any sums previously paid by the Client on account of such items.

11.3 Within five days after the date on which any payment becomes due to the Construction Manager
under this Agreement, the Client shall give notice to the Construction Manager specifying the
amount of the payment which he proposes to make in relation to the Construction Manager’s
monthly account and the basis on which that amount is calculated. Such notice shall include any
deduction or set off which the Client proposes to make from any sum due under this Agreement.
The notice shall specify the amount proposed to be withheld and the ground for withholding
payment or, if there is more than one ground, each ground and the amount attributable to it. If no
notice is given, the Client shall be deemed to have determined to make payment of the amount
stated in the Construction Manager’s monthly account.

11.4 The Client shall pay the Construction Manager all sums due under this Agreement on or before the
final date for payment as detailed in Schedule 1. Invoices unpaid thereafter shall bear interest at
the rate of 2% above the then current Base Rate of National Bank of Poland.

11.5 The Client shall pay to the Construction Manager the total amount of Value Added Tax properly
chargeable on the supply to the Client of any goods or services under this Agreement.

11.6 If the Construction Manager is required to provide additional Management Services by reason of
any change to or any increase in the scope or complexity of the Project or by reason of the Project
overrunning the Construction Period, a fair and reasonable adjustment to the Construction Fee shall
be payable to the Construction Manager.

11.7 The Construction Manager warrants to the Employer that it will not accept either directly or indirectly
through any affiliated or associated company any rebate, discount (volume related or project specific) or
any other undeclared payments or inducement of any kind whatsoever from any Trade Contractor
engaged to provide services or to carry out works in relation to the Project or its parent company or any
Affiliate or associated company of such Trade Contractor.

12. Copyright And Confidentiality

© Mace CMA 16.03.05 5

12.1 Copyright and all intellectual property rights in all documents and drawings, including computer
software ("the Material") prepared by the Construction Manager for the Project shall remain vested
in the Construction Manager, but the Client shall be entitled, provided that all instalments of the
Construction Fee are paid up to date, to use the Material for all purposes relating to the Project.
The Construction Manager shall not be liable for any use of the Material by the Client which was
not a use for which the Material was originally prepared.

12.2 The Construction Manager shall not, save in the proper course of his duties, disclose to any person
any confidential information which he may acquire during this Agreement relating to the Client or
the Project.

12.3 The Construction Manager shall not, without the prior written consent of the Client take or
authorise the taking of any photographs of the Project for use in any publicity or advertising or
publish alone or in conjunction with others any articles or photographs relating to the Project or
any part thereof.

13. Assignment And Sub-Letting

13.1 The Construction Manager shall not, without the prior written consent of the Client not to be
unreasonably withheld or delayed, assign or sub-contract to any person the performance of any of
the Management Services.

13.2 The Client shall not be entitled to assign this Agreement, or any benefit or interest therein, without
the written consent of the Construction Manager which shall not be unreasonably withheld or
delayed.

14. Suspension

14.1 The Client may at any time upon 28 days written notice suspend the performance of the
Management Services. If the Client does not request the resumption of the Management
Services within 6 months, then either party may terminate this Agreement in accordance with
clause 15.

14.2 The Construction Manager may serve written notice on the Client, at any time, of its intention to
suspend performance of the Management Services, if within 7 days from the date of the notice
the Client has not paid all outstanding sums properly due to the Construction Manager. For the
avoidance of doubt, the Construction Manager shall be entitled to an extension of time equal to
the period of suspension.

15. Termination

15.1 Either party may terminate this Deed forthwith by notice to the other:-

.1 if the other is in material breach of this Agreement and, in the case of a breach capable of
remedy, fails to remedy the same within 30 days after receipt of a written notice giving full
particulars of the breach and requiring it to be remedied; or

.2 if the other party admits inability to pay its debts threatens to cease or does cease carrying on
its business or goes into liquidation (other than for the purposes of amalgamation or
reconstruction) or a provisional liquidator, receiver, administrative receiver, administrator or
manager of his business is appointed, or anything analogous to any of the foregoing occurs
under the law of any jurisdiction in relation to that other party; or

© Mace CMA 16.03.05 6

 .3 if the Management Services have been suspended pursuant to clause 14.1.

15.2 Any right to terminate shall be without prejudice to any other accrued right or remedy of either
party.

15.3 Upon termination by either party under clause 15.1 the Client shall pay to the Construction
Manager a fair proportion of the Fee payable under this Agreement including the amount of any
instalments which have accrued due prior to the date of termination and interest thereon under
clause 11.3 together with, in the event of termination by the Construction Manager, a sum
equivalent to his loss of profit on the Services unperformed at the date of termination.

15.4 If a party disputes the validity of the termination of this Agreement, by the other, the matter shall
be referred to adjudication within 7 days of receipt of such termination notice.

16. Notices

Any notice required to be given by either party shall be in writing and service shall be effected at
any office from which the recipient is carrying on business in relation to the Project either:-

(i) personally when service shall be deemed effective on delivery;

(ii) by telex or facsimile when service shall be deemed effective at the time of transmission of a
legible copy thereof;

(iii) by first class post when service shall be deemed effective on the second day after posting.

17. Disputes

17.1 The construction, validity and performance of the parties respective obligations under this
Agreement shall be governed by and construed in accordance with Polish Law.

17.2 Without prejudice to either parties right to adjudication, any dispute between the Client and the
Construction Manager arising out of or connected with this Agreement may be referred to senior
representatives of the parties who shall, within 10 working days of a notice from either party to
the other, meet to attempt in good faith to resolve the dispute on a full and final basis.

17.3 If a dispute is not resolved as a result of such meeting or subsequent meetings within two
calendar months from the date of the notice referred to in clause 17.2 the dispute shall be
referred to adjudication. The decision of the Adjudicator shall be final unless within 20 days of
the decision either party gives notice of its intention to refer the decision to the courts of
England and Wales.

19. Entire Agreement

This Agreement supersedes any previous agreements between the parties in respect of the
Management Services, and no variation of this Agreement after the date hereof shall be made
except with the written consent of the parties.

I N W I T N E S S whereof the parties hereto have executed and delivered this Agreement as
a Deed the day and year first before written.

© Mace CMA 16.03.05 7

[CLIENT]
in the presence of: }

Director

Secretary

MACE LIMITED
in the presence of: }

Director

Secretary

© Mace CMA 16.03.05 8

 Schedule 1

A. The Site is: -

B. The Project is: -

C. The Designer is: -

D. The Project Team includes: -

E. The Persons referred to in clause 3.1 and their respective functions are as follows: -

The following number of persons shall be resident on Site in relation to the Project and shall
carry out the following functions: -

Number of Persons Functions

F. The Pre-Construction Fee and the Construction Fee are as follows: -

© Mace CMA 16.03.05 9
 The Pre-Construction Fee is EUR[ ] which shall be paid by the following
monthly instalments: -

Date for Sums Due Due Date Date of Final Date

Submission for Payment Client's for Payment
of Notice of
Construction Sums
Manager's Proposed to
Monthly be Paid
Account (including
any set off
notice if
appropriate)

© Mace CMA 16.03.05 10

 * The Construction Fee is EUR[ ] which shall be paid by the following instalments: -

Date for Sums Due Due Date Date of Final Date

Submission for Payment Client's for Payment
of Notice of
Construction Sums
Manager's Proposed to
Invoice be Paid
(including
any set off
notice if
appropriate)

* The Construction Fee is [ ]% of the final cost of the Project. Such final cost shall be
ascertained within 12 months after completion of the Trade Contract last completed. For the
purpose of calculating interim instalments, such final cost is assumed to be the sum of EUR[
] and interim instalments shall be payable as follows: -

Date for Sums Due Due Date Date of Final Date

Submission for Payment Client's for Payment
of Notice of
Construction Sums
Manager's Proposed to
Invoice be Paid
(including
any set off
notice if
appropriate)

G. The Construction Period is: -

© Mace CMA 16.03.05 11
H. The Client's address and numbers for service are as follows: -

Address:

Telex No:

Facsimile No:

The Construction Manager's address and numbers for service are as follows: -

Address:

Telex No:

Facsimile No:

* To be completed when agreed.

© Mace CMA 16.03.05 12

 Schedule 2

The Management Services

Part 1

Pre-Construction Management Services

The Pre-Construction Management Services to be carried out by the Construction Manager under and
in accordance with this Agreement are as follows:-

During Design Process

1.1 To review with the Client and the Designer, the Client's goals and requirements in relation to
construction matters.

1.2 To attend such meetings that may be called by the Client or by the Designer and to promote
additional meetings where he considers the same to be necessary. To prepare reports setting out
detailed schedules of areas and approximations of the cost for meeting the Client's requirements.
To prepare estimated timetables for the Client's approval. To provide value engineering advice
including the recommending of economies in terms of cost and time which may be made provided
they are consistent with the Client's goals and requirements and sound construction practice.

1.3 To review the Designer's Outline Specification and design for compliance with Site safety
requirements, sound construction practice and with the Client's goals and requirements.

1.4 To advise upon the selection, availability and price of materials, methods of working, building
systems and equipment. To advise upon the requirements for Trade Contractors to carry out off-
site design and off-site manufacture of components.

1.5 To recommend a testing and quality assurance and control procedure for the Project.

1.6 To advise on the need for exploration works, surveys of any of the existing buildings and/or
existing services and connections and to report to the Client on the results of the same.

1.7 To advise the Client and designer of any inconsistencies between any preliminary information
issued for comment or the information issued for construction purposes and the Client's goals and
requirements.

Cost Planning

1.8 To prepare in liaison with the Designer a sub-division of the Project into various trade elements to
be carried out by Trade Contractors and to agree the same with the Designer. To prepare the
Construction Cost Plan and to agree the same with the Client.

1.9 To include an estimate for inclusion in the Construction Cost Plan of providing staff, plant,
equipment and services reimbursable to the Construction Manager as Organisation Costs in
accordance with the terms of this Agreement.

1.10 To prepare a cash flow forecast for the construction of the Project on the Site in consultation with
the Designer.

© Mace CMA 16.03.05 13

Local and Statutory Authorities

1.11 To monitor the Client and the Project Team to do all that is necessary to satisfy the requirements of
local and statutory authorities and statutory undertakers and other bodies having jurisdiction over
the Project.

1.12 To liaise with local and statutory authorities and statutory undertakers in connection with road
closures, traffic restrictions, hoardings, services mains diversions and connections and the like and
to ensure that such arrangements comply with their requirements.

1.13 With the prior written agreement of the Designer, to place orders with local statutory authorities
and statutory undertakers except where the work to be executed by them is to be placed as a Trade
Contract. To establish and maintain a safety policy for the Site and to enforce the same inter alia
by including appropriate clauses in the Trade Contracts.

Trade Elements

1.14 To assist the Designer and the Project Team in co-ordinating the bid drawings having regard to the
agreed elemental sub-division of the Construction Cost Plan.

Programming

1.15 To prepare a detailed week by week construction programme listing all trade elements and how the
execution of the Project is to be achieved within the Construction Period.

1.16 To expand, update and adapt the construction programme as may be necessary.

1.17 To prepare, in conjunction with the Designer, information schedules giving dates for the release of
information from the Designer.

1.18 To discuss and agree information schedules with the Client and the Designer.

1.19 To establish a labour/industrial relations strategy for the Project and to include provisions
necessary to reflect such strategy in the bid documentation for each trade element.

Bids for Trade Elements

1.20 In conjunction with the Client and the Project Team, to prepare lists of suitable contractors from
whom bids may be invited for each trade element stated in the Construction Cost Plan, to agree
with them an appropriate bid list and to obtain and appraise references and resources of each
bidder. To recommend to the Client and the Designer the most effective bidding procedures
having regard to the time available and the quality and cost.

1.21 To interview each proposed bidder together with the Designer and any of the Project Team as the
Designer may consider necessary, to ascertain such bidder's suitability and to explain the scope of
the works comprising the trade element and the nature of the Project and also the duties and
functions for the Construction Manager and the Project Team.

© Mace CMA 16.03.05 14

1.22 To assist the Designer in the preparation by them of drawings and specifications, bid forms and
other bid documentation (except terms and conditions, Organisation Sections and a programme to
be prepared by the Construction Manager) for each trade element. To produce in due time terms
and conditions and Organisation Requirements to be included in the above bid documentation and
a bid programme showing the anticipated sequence of the works and showing the relationship of
such works to other work on the Site. To discuss and agree the same with the Designer and the
Client. to prepare a final draft of the bid documentation for each trade element. To recommend
whether bonds and/or parent company guarantees should be obtained. To despatch the bid
documentation when finalised on behalf of the Client to the agreed bidders.

1.23 To interview in conjunction with the Designer each bidder during the bid period to ensure that their
bids will comply in all respect with the bid documents.

1.24 To open all bids received in the presence of the Designer and Client. To deliver immediately to the
Client and the Designer a bid report in bid tabulation form reporting on the bids received. To
interview as many bidders as may be appropriate in conjunction with such of the Project Team as
the Construction Manager may consider necessary to resolve any queries raised by the analysis and
explore how economies can be found.

1.25 Jointly with the Designer and such of the Project Team as the Construction Manager thinks
appropriate, to analyse the bids received in detail and issue to the Client a written bid placing
report (to be prepared by the Construction Manager and commented upon and/or amended by the
Designer and such other of the Project Team) setting out such analysis of the bids and
recommending a contractor with whom the Client should enter into a trade contract or, if they
cannot jointly so recommend, the written bid placing report shall set out the recommendations of
each of the Construction Manager, the Designer and such other of the Project Team and the reasons
for such recommendations.

1.26 To assist with any negotiations that may be appropriate to secure such a Trade Contract (provided
that the Construction Manager is not required to negotiate legal terms and conditions). To advise
the Client and the Designer of all meetings with bidders prior to the placing of a contract and to
permit them to attend same. To prepare and collate all documents comprising the Trade Contract
and to check that such documents are complete. To produce drafts of the documents to be executed
and to circulate them for comment to the Client and the Designer. To take due account of all
comments received.

1.27 To advise the Client and the Designer of any materials or plant which should be ordered prior to
the securing of the appropriate Trade Contract in order to achieve the Construction Programme. To
prepare in consultation with the designer and the Client the necessary documentation and expedite
delivery of the purchased items.

© Mace CMA 16.03.05 15

 Part 2

Construction Management Services

Site Services

2.1 To provide on the Site such operatives, plant, equipment and services as may be approved by the
Client on the advice of the Construction Manager.

2.2 To provide and maintain initial site survey and establish all grid lines datums and levels which may
be required for the execution of any works, and to co-ordinate any further setting out carried out by
the Trade Contractors. To advise the Designer on the need for temporary works in relation to the
construction of the Project.

Trade Contractors

2.3 Upon receipt of the Client's approval of a trade contractor, immediately to notify the Trade
Contractor and make all necessary arrangements in preparation for the sealing of the formal
agreement between the Trade Contractor and the Client.

2.4 To perform and discharge the duties and obligations of the Construction Manager from time to
time as may be necessary and as required to be carried out by the Construction Manager in each
Trade Contract but subject always to the limitations of the Construction Manager's authority set out
in this Agreement.

2.5 To reproduce from negatives supplied by the Designer or any member of the Project Team all
necessary copies of drawings issued for the purposes of construction and deliver the same as
instructed by the Designer to the Trade Contractors, local and statutory authorities and statutory
undertakers and to provide and deliver further copies of such drawings for the use of the Client, the
Construction manager, the Designer and the Project Team. To see that only drawings issued for
the purposes of construction are used by the Trade Contractors, local authorities or statutory
undertakers for manufacture or construction.

2.6 To issue instructions and directions to the Trade Contractors as appropriate in writing provided
that, if the Construction Manager objects to any instruction required by the Designer to be issued to
any Trade Contractor, the Construction Manager shall immediately refer the matter in writing to
the Client for his decision and shall, upon receipt of the Client's decision in writing, immediately
comply with the same. To make proposals to the Designer for issuing instructions where the
Construction Manager thinks the same would be desirable.

2.7 To collect applications for payment from Trade Contractors and to prepare valuations as may from
time to time be necessary in accordance with the terms of the Trade Contracts. To check and
collate valuations and to submit the same in due time to the Designer for his certification. To agree
forms of certificate with the Designer and to agree procedures with the Designer for submitting his
applications, valuations and certificates and for resolving any mistakes and queries which may
arise in connection with them and to comply strictly with such procedures.

© Mace CMA 16.03.05 16

2.8 To prepare and sign all certificates and submit them to the Designer for signature. Promptly to
issue all certificates when signed by the Designer and by him to the Client with a copy to the Trade
Contractor in such time as required by and in accordance with the provisions of the Trade Contract.

2.9 To provide for the receipt, logging and distribution of shop drawings, catalogues, samples, test
reports and other like matters submitted to him by the Trade Contractors. The Client should note
that the Project Team are responsible for producing co-ordination drawings in respect of building
services installations.

2.10 To provide management, control, administration and planning of the work of the Trade Contractors
by specialist personnel. To inspect Trade Contractors' methods of working and temporary works to
see that the same are adequate and safe.

2.11 To provide outline programmes including key interfaces of the work of the Trade Contractors on
the Site so as to minimise any disruption claims by any Trade Contractor.

2.12 To make visits as necessary to the premises of the Trade Contractors and their suppliers, whether
the same are located in the United Kingdom or overseas, and conduct regular meetings with the
Trade Contractors to monitor all aspects of progress both on and off site relevant to the latest
agreed programmes and to review all information requirements and provide monthly written
reports thereon to the Client and the Designer.

2.13 To arrange and to chair Site Progress Meetings at agreed intervals (but not less than fortnightly)
with the Client, the Designer and the Project Team. To prepare and to circulate to all those present
minutes of such meetings within two working days of each meeting.

2.14 To monitor actual expenditure in connection with the Trade Contractors against the Construction
Cost Plan and immediately to advise the Client and Designer on any deviation therefrom. To
monitor and record actual and anticipated expenditure on items reimbursable as Organisation Costs
under this Agreement incurred by the Construction Manager against the Construction Cost Plan
and to advise the Client of any deviation therefrom. Generally, to endeavour to keep costs to a
minimum consistent with the Construction Cost Plan, the Client's requirements and the
Construction Programme.

2.15 To adapt and up-date monthly the cash flow forecast for the construction of each element of the
Project. To prepare monthly cost and progress reports and submit both of the same to the Client
and the Designer. To arrange meetings at agreed intervals (but not less than monthly) with
principals from the Client, the Designer and the Project Team to discuss inter alia the joint monthly
cost and progress reports. To prepare and to circulate to all those present minutes of such meetings
within two working days of each meeting.

2.16 To expand, update and adapt, in consultation with the Designer, the Construction Programme as
may be necessary until completion of the Project. To report to the Client and the Designer on any
expansion up dating or adaptation of the Construction Programme.

2.17 To prepare target programmes for use in co-ordinating and monitoring performance of the Trade
Contractors.

© Mace CMA 16.03.05 17

2.18 To expand, update and adapt the schedules for the release of information as necessary. To discuss
and agree the same with the Client, the Designer and the Project Team. To expedite the supply of
information to be provided by the Trade Contractors and by the Designer and to report as necessary
but not less than monthly to the Client in relation thereto.

2.19 To advise the Client and the Designer of any action that may be necessary for the Client to take in
connection with any of the Trade Contracts or the Trade Contractors.

2.20 To organise the Site during the period of construction with regard to safety precautions, fire
protection, security, transportation, delivery of goods, materials, plant and equipment (including
that of the Trade Contractors), control of pollution, maintenance of good personnel and
labour/industrial relations and general site services including, inter alia, allocation of space for the
Trade Contractors' offices and compounds, the restriction of access to the Site to authorised
persons only and the preparation and issue of a manual of rules and regulations appertaining to the
Project to be observed by all persons having business upon the Site.

2.21 To establish and maintain a liaison with occupiers of nearby buildings to facilitate the
uninterrupted progress of the Project. To ensure that schedules of dilapidations for adjoining
buildings are prepared both before and after construction of the Project.

2.22 To provide such management services as the Client may require in the procurement, delivery and
storage of materials ordered by the Client.

2.23 To assist the Designer in reviewing and reporting to the Client on proposed design changes and to
report and advise on the associated cost and time implications including, if appropriate, the time
and cost implications on other Trade Contractors and on the possible effect on the Construction
Period.

2.24 When requested, to expedite the final commissioning of equipment.

2.25 To obtain in good time from each Trade Contractor full operating and maintenance manuals,
manufacturers' warranties and instructions and "record" and "as built" drawings as required under
any Trade Contract. To submit the same to the Designer.

Accounting

2.26 To obtain in good time and check applications for payment from Trade Contractors. To check the
same for compliance with the Trade Contract. To report to the Client on any claim or notice of a
claim for payment made by any Trade Contractor for loss and/or expense or extension of time. To
identify and inform the Client as soon as practicable of any sums to be contra-charged against any
of the Trade Contractors and to conduct such negotiations as may be appropriate in connection
therewith with the Trade Contractors. To advise the Client on the status of the Trade Contractors at
the date of issue of Interim and Final Certificates under the Trade Contracts for the purposes of
statutory obligations.

2.27 In collaboration with the Designer, to expedite the production by the Trade Contractors of and the
verification of the Trade Contractors' dayworks and the agreement of the value thereof.

© Mace CMA 16.03.05 18

2.28 To keep proper accounts of all monies expended pursuant to the Trade Contracts and in relation to
the Organisation Costs. To provide copies of such information and documents sent to or received
from the Trade Contractors and any of the Construction Manager's sub-contractors at the same time
as they are sent or received as may be necessary to enable the Client to check such accounts.

2.29 To prepare interim and final statements of account for each of the Trade Contracts.

2.30 Not Used

Records

2.31 To keep complete and accurate records. To take fortnightly progress photographs and provide
labelled copies of the same to the Designer within seven days thereafter.

Works by Others

2.32 To permit and to do all that may reasonably be required by the Client to monitor, inspect, manage
and integrate with the work of the Trade Contractors, work forming part of the Project to be
executed by persons who are not Trade Contractors after "core and shell" completion and work not
forming part of the Project to be executed by persons who are not Trade Contractors within the
Construction Period; such work may include, but without limitation, the installation of ceilings,
floors, finishes, carpets, soft furnishings, loose furniture, internal window blinds, telephone
exchanges and soft-landscaping.

2.33 To perform such other duties as may reasonably be required by the Client to secure the completion
of the Project provided that they are not inconsistent with this Agreement.

2.34 To provide such assistance as the Client or the Designer, on his behalf, may reasonably require in
pursuing each and every remedy which the Client may have against any of the Trade Contractors
whether by way of legal proceedings or otherwise.

2.35 To provide such assistance as the Client or the Designer, on his behalf, may reasonably require in
defending any claim made against the Client by any Trade Contractor, whether by way of legal
proceedings or otherwise.

© Mace CMA 16.03.05 19

 Schedule 3

Organisation

The Organisation Costs shall comprise the cost (net after the deduction of all trade and cash discounts and
sales and credits given for items remaining at the completion of the Project and exclusive of VAT)
necessarily incurred by the Construction Manager at any time in the execution of the Project and
reimbursable by the Client in accordance with this Agreement in respect of the following items: -

(a) Wages, incentive payments, overtime payments, other expenses, payments and allowances
including holidays with pay and payments in lieu of notice, etc., made to staff resident full-time or
part-time on site.

(b) Contribution and premiums in respect of National Insurance and government pension and
superannuation schemes, and any outgoings for which the Construction Manager is liable at law to
pay in respect of any person referred to in paragraph (a).

(c) The use and waste of small tools, protective clothing, office equipment, stationery and other similar
expenses in connection with the operation of the site office.

(d) Wages, payments and allowances including holidays with pay made to operatives employed in
carrying out sundry work on the Site.

(e) Contribution and premiums in respect of National Insurance and government pension and
superannuation schemes, and any outgoings for which the Construction Manager is liable at law to
pay in respect of any person referred to in paragraph (d).

(f) The cost of all materials and goods including consumables supplied for the Project and all or any
temporary works.

(g) Hire charges for use of mechanical plant, mechanical vehicles and non-mechanical plant including
temporary buildings and means of access.

(h) The cost of carriage and cartage to the Site, erection and removal from the Site when no longer
required of all materials, plant and equipment.

(i) The cost of providing and operating canteen, toilet, first aid, washing, drying and changing
facilities including accommodation for the use of work people and staff (including those of the
Trade Contractors) and for the use of the Client and Designer where required or otherwise provided
in accordance with the Construction Manager's normal custom.

(j) The cost of providing furniture and computers for site offices, provision of office telephone and
pay telephone for the Trade Contractors, office telephone call charges, photocopying and facsimile
costs and the cost of providing blue-prints and copies of drawings.

(k) Fees, rates and all other charges properly paid by the Construction Manager to the local and other
Authorities.

© Mace CMA 16.03.05 20

(l) The cost of installing water supply, electricity for lighting and power and other like outgoings
properly chargeable to the Project. Payment of charges in respect of electricity for lighting and
power.

(m) Load and material tests. Cost of specialist services in carrying out site surveys and establishing
base line datums.

(n) Photographs of Site progress.

(o) Courier Services.

(p) The cost of compliance with the provisions of the Health and Safety at Work etc. Act 1974 and of
any statutory re-enactment thereof including welfare facilities and equipment.

(q) Off-site storage, costs of materials and equipment.

(r) Cancellation charges properly payable to any sub-contractor or supplier and reasonable costs of
removal of plant, temporary buildings, materials and equipment from the Site and reasonable costs
of staff in respect thereof in consequence of termination.

(s) The cost of any additional tax, levy, contribution or payment imposed by a change in legislation
after the date of this Agreement in relation to any items reimbursable to the Construction Manager
in respect of the Project.

(t) Any other costs including entertaining costs properly incurred by the Construction Manager in the
performance of the Management Services.

© Mace CMA 16.03.05 21

 Schedule 4

The Fee

For the avoidance of doubt it is agreed that the Fee shall be deemed to include all costs incurred and risks
assumed by the Construction Manager in performing his obligations under this Agreement (other than
costs included in the Organisation Costs) including:-

(a) Wages, incentive payments, overtime payments, other expenses, payments benefits and allowances
including holidays with pay and payments in lieu of notice made to all directors, technical, legal
accounting, insurance and any other professional or clerical staff including staff visiting the
Project.

(b) Contribution and premiums in respect of National Insurance and government pension and
superannuation schemes and any outgoings for which the Construction Manager is liable at law to
pay by reason of the employment of any person referred to in paragraph (a).

(c) The cost of rent, rates, taxes, insurances, stationery, heating, lighting, cleaning, photocopying,
postage and electronic mail, relating to the Construction Manager's operation and not incurred at
the Project.

(d) The off-site cost of keeping proper accounts and all facilities necessary for ascertaining the
Organisation Costs.

(e) Any part of the Construction Manager's fixed capital including interest on the Construction
Manager's capital employed in the Project.

(f) The amount of gross profit which the Construction Manager expects to derive from the
performance of this Agreement.

© Mace CMA 16.03.05 22

 Schedule 5

Insurances

Part 1: Construction Manager's Insurances (Clause 10.1)

Without prejudice to his obligations under this Trade Contract or otherwise at law:-

(a) The Construction Manager shall maintain and shall cause any of his sub-contractors to maintain
insurance in respect of claims for personal injury to, or the death of, any person under a contract for
service or apprenticeship with the Construction Manager or such Sub-Contractor as the case may
be, and arising out of or in the course of such persons employment. Such insurance shall comply
with the Employers Liability and any statutory orders made thereunder or any amendment or re-
enactment thereof.

(b) The Construction Manager shall maintain or cause any of his sub-contractors to maintain public
liability insurance with a limit of indemnity of not less than £1 million for any one occurrence or
series of occurrences arising out of any one event against any costs, expense, liability, loss, claim
or proceedings to the extent that the same are caused by negligence, omission or default of the
Construction Manager or such Sub-Contractor and which arises out of or in connection with
personal injury or death to any person whomsoever, or injury or damage to property real or
personal (other than the works and the project) but which is not insured under paragraph (a) of this
Schedule 5.

As and when requested so to do by the Client, the Construction Manager shall produce for
inspection documentary evidence that such insurance is being maintained.

Part 2: The Client's Insurances (Clause 10.2)

The Client shall in joint names inter alia of the Client, the Construction Manager, his Sub-Contractors
Trade Contractors and their Sub-Contractors insure against loss or damage by the contingencies listed in
the document marked "Clients Insurance Provisions" attached to this agreement:-

(a) All works executed and all unfixed materials and goods delivered to, placed on or adjacent to the
site and intended for incorporation in the project for their full reinstatement value.

(b) Any construction or plant and equipment placed on the site which is the property of or hired by the
Client or the Construction Manager or his Sub-Contractors and shall keep such work materials,
goods, constructional plant and equipment so insured until the date stated in the certificate of
practical completion of the project and thereafter as provided in the said document marked "Clients
Insurance Provisions".

The Client's obligations shall be subject to the terms, conditions, exceptions and limitations set out
in the said document marked "Clients Insurance Provisions" and the Construction Manager shall
comply and shall procure that his Sub-Contractors comply with such terms, conditions, exceptions
and limitations. In particular, but without limitation the Client shall not be obliged to insure the
first amounts of each and every claim as stated in the set policy.

© Mace CMA 16.03.05 23

 Annex To Schedule 5

Clients Insurance Provisions

1. Without limiting the Construction Manager's obligations and liabilities under Clause 9
(Construction Managers Indemnities) the Client shall insure and maintain insurance in the joint
names inter alia of the Client, the Construction Manager, his sub-contractors Trade Contractors
and their Sub-Contractors to cover the liability of the same in respect of all the matters referred to
in Clause 10 and in respect of the Construction Manager's liability to indemnify the Client
thereunder (other than any liability which the Construction Manager or any sub-contractor is
required to insure pursuant to Employers' Liability and any statutory orders made thereunder or any
amendment or re-enactment thereof) upon the terms and subject to the limitations, exceptions and
conditions set out in the Client's Policy No. ........................................... as at the date of this
Agreement. Such insurance maintained by the Client shall have a limit of indemnity as stated in
the said Policy for any occurrence or series of occurrences arising out of any one event.

2. The Client shall in the joint names inter alia of the Client, the Construction Manager, his Sub-
Contractors Trade Contractors and their Sub-Contract ors insure against loss or damage by the
contingencies covered by Section 1 of the Client's Policy No. .......................... at the date of this
Agreement: -

(a) All work executed and all unfixed materials and goods delivered to, placed on or adjacent to
the Site and intended for incorporation in the Project for their full re-instatement value;

(b) Unfixed materials and goods situated in the Poland which have become the property of the
Client under the terms of any Trade Contract for their full re-instatement value;

(c) Any constructional plant and equipment placed on the Site which is the property of or at the
risk of the Client or the Construction Manager or his sub-contractors or the Trade
Contractors and their Sub-Contractors.

and shall keep such work, materials, goods, constructional plant and equipment so insured
until the date stated on the certificate of completion of the Trade Contract last completed and
thereafter against: -

(a) loss or damage occurring prior to the date stated on the certificate aforesaid but
becoming apparent during the defects liability period of maintenance period in relation
thereto under any Trade Contract; and

(b) loss or damage caused by any act or omission of the Trade Contractors in the course of
carrying out any operation for the purpose of complying with their obligations in
respect of defects liability or maintenance periods under their respective Trade
Contracts.

© Mace CMA 16.03.05 24

3. The Client's obligation under Clauses 1 and 2 shall be subject to the terms, conditions, exceptions
and limitations of the Client's said Policy No. ............................................ and the Construction
Manager shall comply and shall procure that his sub-contractors comply with such terms,
conditions, exceptions and limitations. In particular, but without limitation, the Client shall not be
obliged to insure the first amounts of each and every claim as stated in the said Policy.

4. The occurrence of any loss or damage for which any payment is made under the Client's policy
referred to in Clause 2 shall be disregarded in computing any amounts payable to the Construction
Manager under or by virtue of this Agreement.

© Mace CMA 16.03.05 25