Schedule 23 Agreed Collateral Warranties

Part I - Contractors Collateral Warranty

DATED 20

(I) [INSERT NAME OF BUILDING CONTRACTOR]

(2) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH AND

FULHAM

CONTRACTOR WARRANTY IN RESPECT OF WORKS AT[

]

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Schedule 23

THIS AGREEMENT is made the day of 201

(1) [INSERT NAME OF BUILDING CONTRACTOR] (Company No. [Insert]) whose registered office is at [Insert address of registered office] (the "Contractor"); and

(2) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH AND FULHAM of Town Hall, King Street, Hammersmith, London, W6 9JU (the "Beneficiary" which term shall include all permitted assignees under this Agreement).

WHEREAS:

(A) The Beneficiary has entered into a conditional land sale agreement dated [Insert date] in respect of land at the West Kensington and Gibbs Green Estates, London W14 (the "CLSA") with EC Properties LP (Company No. LP14695) whose registered office is at 15 Grosvenor Street, London, Wi K 4QZ acting by its general partner EC Properties GP Limited (Company No. 0796161) whose registered office is at 15 Grosvenor Street, London, W1 4QZ (the "Employer")

(B) By a contract dated [Insert date] (the "Building Contract", which term shall include any enforceable agreements reached between the Employer and the Contractor and which arise out of and relate to the same) the Employer has appointed the Contractor carry out and complete [Insert description of the Works] (the "Works").

(C) Under the Building Contract the Contractor has agreed to give to the Beneficiary the warranties set out in this Agreement.

NOW IN CONSIDERATION OF THE PAYMENT OF ONE POUND (1) BY THE BENEFICIARY TO THE CONTRACTOR (RECEIPT OF WHICH THE CONTRACTOR ACKNOWLEDGES) IT IS HEREBY AGREED as follows:

ATEi I i1 il(

1.1 The Contractor warrants that:

(a) the Contractor has performed and will continue to perform diligently its obligations under the Building Contract;

(b) save in respect of the carrying out and completing of any design of the Works in respect of which the provisions of clause 1.1(c) below shall apply in carrying out and completing the Works, the Contractor has exercised and will continue to exercise all the reasonable skill, care and diligence to be expected of a competent and experienced contractor experienced in carrying out and completing works of a similar nature, value, complexity and timescale to the Works; and

(c) notwithstanding the provisions of clause 1.1(b) above in carrying out and completing any design of the Works, the Contractor has exercised and will continue to exercise all the reasonable skill, care and diligence to be expected of a competent and qualified architect or, as the case may be, other appropriate competent and qualified professional designer experienced in carrying out and completing the design for works of a similar nature, value, complexity and timescale to the Works.

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Schedule 23

1.2 Insofar as the Contractor has performed a part of its obligations under the Building Contract before the date of the Building Contract, the obligations and liabilities of the Contractor under this agreement shall take effect in all respects as if the Building Contract had been dated prior to the performance of that part of its obligations by the Contractor.

The Contractor shall have no greater liability (in either extent or duration) to the Beneficiary under this Agreement than the Contractor would have under the Building Contract had the Beneficiary been appointed as joint client thereunder.

1.3 The Contractor shall be entitled in any action or proceedings brought by the Beneficiary to rely upon any limitation in the Building Contract and to raise the equivalent rights in defence of liability (save for rights of set-off and counterclaim) as it would have under the Building Contract had the Beneficiary been appointed as joint client thereunder.

The Contractor shall have no liability to the Beneficiary in respect of any delay to completion of the Works.

1.4 The obligations of the Contractor under or pursuant to this clause 1 shall not be released or diminished by the appointment of any person by the Beneficiary to carry out any independent enquiry into any relevant matter.

2 Further Warranty

2.1 The Contractor further warrants that he has not used and will not use materials in the Works other than in accordance with the guidelines contained in the edition of ’Good Practice in the Selection of Construction Materials’ (Hoare Lea & Partners) current at the date of the Building Contract. In the event of any breach of this warranty this provisions of clause 1 shall apply.

2.2 The Beneficiary has no authority to issue any direction or instruction to the Contractor in relation to the Building Contract.

3.1 The copyright in all drawings, reports, models, specifications, plans, schedules, bills of quantities, calculations and other documents and information prepared by or on behalf of the Contractor in connection with the Works (together referred to as the "Documents") shall remain vested in the Contractor.

3.2 The Contractor hereby grants to the Beneficiary an irrevocable, royalty-free, non-exclusive licence to copy and use the Documents and to reproduce the designs and content of them for any purpose related to the Works including, but without limitation, the construction, completion, modification, extension, sale, use, letting, promotion, advertisement, reinstatement, refurbishment and repair of the Works. Such licence shall be capable of sub-licence and assignment by the Beneficiary.

3.3 The Contractor shall not be liable for any such use by the Beneficiary of any of the Documents for any purpose other than that for which they were prepared.

4 Insurance

The Contractor warrants that he has and shall maintain professional indemnity insurance in an amount of not less than [ ] million pounds ([ ],000,000) in respect of each and every claim for a period of 12 years from the date of the last practical completion certificate issued

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Draft 8 November 2012RG8190883.00001/9510001 .11

Schedule 23

in respect of the Works, provided always that such insurance is generally available in the market at commercially reasonable rates. The Contractor shall immediately inform the Beneficiary if such insurance ceases to be available as aforesaid in order that the Contractor and the Beneficiary can discuss the best means of protecting their respective positions in the absence of such insurance. As and when it is reasonably requested to do so by the Beneficiary, the Contractor shall produce for inspection documentary evidence that its professional indemnity insurance is being maintained.

5 Assignment

This Agreement may be assigned by the Beneficiary on a maximum of 2 occasions to another person acquiring the Beneficiary’s interest in the Works without the consent of the Contractor being required and such assignment shall be effective upon written notice thereof being given to the Contractor.

6 Miscellaneous

6.1 Any notice to be given by a party hereunder shall be deemed to be duly given if it is delivered by hand at or sent by special delivery post to the other party at the address of such party shown in this Agreement or such other address as such party may by notice in writing nominate for the purpose of service and, if sent by special delivery post, such notice shall be deemed to have been received not later than 48 hours after the same shall have been posted.

6.2 No action or proceedings for any breach of this Agreement shall be commenced against the Contractor after the expiry of 12 years from the date of the last practical completion certificate issued in respect of the Works.

6.3 For the avoidance of doubt, the Contractor shall have no liability to the Beneficiary under this Agreement for any delay in completion of the Works.

6.4 Nothing in this Agreement is intended to confer on any third party any benefit or right to enforce any terms of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

6.5 The construction, validity and performance of this Agreement shall be governed by English law and the parties hereto submit to the exclusive jurisdiction of the English Courts for the resolution of any dispute between them.

IN WITNESS WHEREOF this Agreement has been executed as a Deed and delivered on the date

first above written

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Schedule 23

The COMMON SEAL of MAYOR AND

BURGESSES OF THE LONDON BOROUGH OF

HAMMERSMITH AND FULHAM was hereunto

affixed under the authentication of:

Authorised by the Council to sign in that behalf

EXECUTED AS A DEED

by [INSERT NAME OF BUILDING

CONTRACTOR]

acting by two director or a director and its

secretary

Director

Director/Secretary

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Schedule 23

Part 2 - Consultant’s Collateral Warranty

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I )

DATED 20

(1) [INSERT NAME OF CONSULTANT]

(2) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH AND FULHAM

CONSULTANT WARRANTY IN RESPECT OF WORKS ATE

Draft: 28 November 2012 EF/90883.00001/951 149302 Page 1

THIS AGREEMENT is made the day of 20[

BETWEEN:

(1) [INSERT NAME OF CONSULTANT] (Company No. [Insert]) whose registered office is at

[Insert address of registered office] (the "Consultant"); and

(2) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH AND FULHAM of Town Hall, King Street, Hammersmith, London, W6 9JU (the

"Beneficiary" which term shall include all permitted assignees under this Agreement).

WHEREAS:

(A) The Beneficiary has entered into a conditional land sale agreement dated [Insert date] in

respect of land at the West Kensington and Gibbs Green Estates, London Wi 4 with EC

Properties LP (Company No. LP14695) whose registered office is at 15 Grosvenor Street,

London, W1K 40Z acting by its general partner EC Properties GP Limited (Company No.

0796161)whose registered office is at 15 Grosvenor Street, London, W1 4QZ (the

"Employer")

(B) The project shall mean the design management and construction of [Insert] (the "Project")

(C) The Employer has entered into an appointment dated [Insert date] (the "Appointment", which term shall include any enforceable agreements reached between the Employer and

the Consultant and which arise out of and relate to the same) for the supply of professional

services (the "Services") as more particularly described therein in respect of the Project.

(D) Under the Appointment the Consultant has agreed to give to the Beneficiary the warranties

set out in this Agreement.

NOW IN CONSIDERATION OF THE PAYMENT OF ONE POUND (1) BY THE BENEFICIARY TO THE CONSULTANT (RECEIPT OF WHICH THE CONSULTANT ACKNOWLEDGES) IT IS HEREBY AGREED as follows:

1 Warranty

1.1 The Consultant warrants that:

(a) it has performed and will continue to perform diligently its obligations under the

Appointment; and

(b) in performing the Services, the Consultant has exercised and will continue to exercise

all the reasonable skill, care and diligence to be expected of a competent and

experienced [consultant] experienced in performing similar services for projects of a

similar nature, value, complexity and timescale to the Project.

1.2 Insofar as the Consultant has performed a part of the Services before the date of the

Appointment, the obligations and liabilities of the Consultant under this Agreement shall take

effect in all respects as if the Appointment had been dated prior to the commencement of that

part of the Services by the Consultant.

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1 .3 The Consultant shall have no greater liability (in either extent or duration) to the Beneficiary under this Agreement than the Consultant would have under the Appointment had the Beneficiary been appointed as joint client thereunder.

1.4 The Consultant shall be entitled in any action or proceedings brought by the Beneficiary to rely upon any limitation in the Appointment and to raise the equivalent rights in defence of liability (save for rights of set-off and counterclaim) as it would have under the Appointment had the Beneficiary been appointed as joint client thereunder.

1.5 The Consultant shall have no liability to the Beneficiary in respect of any delay to completion of the Project.

1.6 The obligations of the Consultant under or pursuant to this Clause 1 shall not be released or diminished by the appointment of any person by the Beneficiary to carry out any independent enquiry into any relevant matter.

2 Further Warranty

2.1 The Consultant further warrants that he has not specified or authorised for use and will not specify or authorise for use materials in the Project other than in accordance with the guidelines contained in the edition of Good Practice in the Selection of Construction Materials’ (British Council for Offices) current at the date of the Appointment. In the event of any breach of this warranty this provisions of Clause 1 shall apply.

2.2 The Beneficiary has no authority to issue any direction or instruction to the Consultant in relation to the Appointment.

3 Copyright

3.1 The copyright in all drawings, reports, models, specifications, plans, schedules, bills of quantities, calculations and other documents and information prepared by or on behalf of the Consultant in connection with the Project (together referred to as the "Documents") shall remain vested in the Consultant.

3.2 The Consultant hereby grants to the Beneficiary an irrevocable, royalty-free, non-exclusive licence to copy and use the Documents and to reproduce the designs and content of them for any purpose related to the Project including, but without limitation, the construction, completion, modification, extension, sale, use, letting, promotion, advertisement, reinstatement, refurbishment and repair of the Project. Such licence shall be capable of sub-licence and assignment by the Beneficiary.

3.3 The Consultant shall not be liable for any such use by the Beneficiary of any of the Documents for any purpose other than that for which they were prepared.

4 Insurance

The Consultant warrants that he has and shall maintain professional indemnity insurance in an amount of not less than [ } million pounds ([ ],000,000) in respect of each and every claim for a period of 12 years from the date of the last practical completion certificate issued in respect of the Project, provided always that such insurance is generally available in the market at commercially reasonable rates. The Consultant shall immediately inform the Beneficiary if such insurance ceases to be available as aforesaid in order that the Consultant and the Beneficiary can discuss the best means of protecting their respective positions in the

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absence of such insurance. As and when it is reasonably requested to do so by the

Beneficiary, the Consultant shall produce for inspection documentary evidence that its

professional indemnity insurance is being maintained.

5 Assignment

This Agreement may be assigned by the Beneficiary on a maximum of two occasions to

another person acquiring the Beneficiary’s interest in the Project without the consent of the

Consultant being required and such assignment shall be effective upon written notice thereof

being given to the Consultant.

6 Miscellaneous

6.1 Any notice to be given by a party hereunder shall be deemed to be duly given if it is delivered

by hand at or sent by special delivery post to the other party at the address of such party

shown in this Agreement or such other address as such party may by notice in writing

nominate for the purpose of service and, if sent by special delivery post, such notice shall be

deemed to have been received not later than forty eight hours after the same shall have been

posted.

6.2 No action or proceedings for any breach of this Agreement shall be commenced against the Consultant after the expiry of 12 years from the date of the last practical completion certificate

issued in respect of the Project.

6.3 Nothing in this Agreement is intended to confer on any third party any benefit or right to

enforce any terms of this Agreement pursuant to the Contracts (Rights of Third Parties) Act

1999.

64 The construction, validity and performance of this Agreement shall be governed by English

law and the parties hereto submit to the exclusive jurisdiction of the English Courts for the

resolution of any dispute between them.

IN WITNESS WHEREOF this Agreement has been executed as a Deed and delivered on the date

first above written

Draft: 28 November 2012 EF/9088300001/951149302 Page 4

The COMMON SEAL of MAYOR AND

BURGESSES OF THE LONDON BOROUGH OF

HAMMERSMITH AND FULHAM was hereunto

affixed under the authentication of:

Authorised by the Council to sign in that behalf

EXECUTED AS A DEED

by [INSERT NAME CONSULTANT]

acting by two director or a director and its

secretary

Director

Director/Secretary

Draft: 28 November 2012 EF/90883.00001/951 1493.02 Page 5