Conditions of Contract

8. Supervision Of Staff

8.4 The Contractor must ensure that its staff assist the Supervising Officer in any investigation of complaints, disciplinary matters or claims for damages.

9. Staff

9.11 The Council shall in no circumstances be liable either to the Contractor or to the employee in respect of any liability, loss or damage occasioned by such removal and the Contractor shall fully indemnify the Council against any claim made by such employee.

23. VARIATION OF SERVICES

23.3 Any Non-Routine Works Order or Variation Order issued under this Condition 23 will state the time scale within which the works should be completed. The times, and a mechanism for agreeing works not covered by the Schedule of Rates, are set out in the table below. For the avoidance of doubt all references to hours set out in the table shall be the hours between 0.700 Monday to 20.00 Friday (excluding Saturdays, Sundays and Bank Holidays).

Priority A / These are works that
would, if not carried
out, lead to or continue to be a breach of health and safety regulations; or a risk that could lead to immediate damage to a site or feature which shall be carried out within 24 hours from time of issue of the instruction. Theses are urgent works which shall be carried out within 24 hours from time of issue of the instruction / Work shall be issued against a provisional sum noted via CONFIRM and a detailed breakdown of
costing shall be submitted with the invoice.
Priority B / These are less urgent works which which are not Priority A works as described above and which if not carried out shall be carried out within 48 hours from the time of costs being agreed. would lead to or continue to be a nuisance to the local community; and/or a risk which would be likely to damage a site or feature which shall be carried out within 72 hours from the time of issue of the instruction. / Works that can not be priced through the Schedule of Rates shall be priced by the Contractor and returned, via CONFIRM within 36 hours of the receipt of a Non Routine Works Order Variation or Contract Variation Order. The Supervising Officer may agree, via CONFIRM, for the Services to be carried out at this proposed price. Should the Supervising Officer decline to accept the proposed costs no Variation of Services will come into force. The Supervising Officer will inform the Contractor of his decision within 36 hours of the receipt of the Contractor’s proposed price.
Priority C / These are non-urgent works which are not Priority A nor Priority B works as described above and which shall be carried out by the date specified by the Supervising Officer in the instruction within 120 hours from time of issue of the instruction / Works that can not be priced through the Schedule of Rates shall be priced by the Contractor and returned, via CONFIRM within
24120 hours of the receipt of a Non Routine Works Order Variation or Contract Variation Order. The Supervising Officer may agree, via CONFIRM, for the Services to be carried out at this proposed price. Should the Supervising Officer decline to accept the proposed costs no Variation of Services will come into force. The Supervising Officer will inform the Contractor of his decision within 120 hours of the receipt of the Contractor's proposed price.

36. DEPOT PREMISES

36.6 The respective obligations of the Council and the Contractor as to repair and maintenance of the Depot premises are as set out in Schedule 4 provided that the Contractor shall be under no obligation to render the premises in any better condition than that persisting at the Commencement Date as set out in the Condition Surveys contained in Schedule 5. The Contractor shall notify the Supervising Officer of any defect or damage which is the Council's responsibility as soon as it occurs or as soon as reasonably possible thereafter.

45. LIABILITY OF CONTRACTOR

45.1 The Contractor shall be liable for and shall indemnify and keep the Council, its employees, agents and other contracts indemnified in full from and against all losses, liabilities, costs, claims, demands, damage, expenses (including, without limitation legal expenses) and proceedings howsoever arising (including, without limitation, consequential loss and loss of profit) directly or indirectly out of or in connection with:

45.1.1 the provision of or failure to provide the Services; or

45.1.2 the use or occupation by the Contractor or the Contractor's employees agents or permitted sub-contractors of the Council's premises; or

45.1.3. the use by the Contractor or the Contractor's employees agents or permitted sub-contractors of CONFIRM;

45.1.4 any breach by the Contractor of any provision of the Contract including (without prejudice to the generality of the foregoing) any of the warranties on the part of the Contractor set out in the Contract; or

45.1.5 any failure by the Contractor to provide full and accurate information to the Council prior to the date of the Contract whether intentional or otherwise; or

45.1.6 its liability to members of the public or to any other person;

and it is hereby agreed and declared that the liability of the Contractor to indemnify the Council pursuant to this Condition in relation to any loss or damage to any property or asset of any nature whatsoever includes a liability to reimburse to the Council all costs and expenses (including, without limitation, legal expenses) reasonably incurred by the Council in the reinstatement or replacement of such property or asset whether or not such reinstatement or replacement results in an improvement on or to the property or asset so lost or damaged.

45.2 The Contractor shall indemnify and keep the Council indemnified in full from and against all losses, liabilities, costs, claims, damage, demands, expenses (including, without limitation, legal expenses) and proceedings howsoever arising (including without limitation, consequential loss and loss of profits) directly or indirectly out of or in connection with any damage whatever to private property (real or personal) in so far as such damage arises out of, in the course of, or by reason of, the performance of the Services and is due to the negligence, omission or default of the Contractor, its employees or agents or any sub contractor or person for whom the sub-contractor is responsible.

45.3 The Council shall not be liable to the Contractor, whether in contract, tort or otherwise, for any loss, damage or injury howsoever caused or arising out of, or in connection with, the provision by the Contractor of the Services, the use of or occupation by the Contractor of the Council's premises save in relation to any deliberate or negligent act or omission of the Council or any of its employees (in the course of their employment) and in particular any such deliberate or negligent act or omission which gives rise to death or personal injury.

49. LIABILITY OF COUNCIL

49.1 Without prejudice to Clauses 45.3 to the extent permitted by the Unfair Contract Terms Act 1977, the Council shall not be liable for any loss or damage whether caused by the negligence of the Council, its servants or agents or in any way whatsoever and the Council shall in no circumstances be liable to the Contractor for any loss of profit, business or production or for any similar loss or damage whether direct, indirect or consequential however caused.

51. OBSERVANCE OF EU AND OTHER STATUTORY REQUIREMENTS

51.1 The Contractor shall comply with all European Union Directives and with statutory and other provisions to be observed and performed in connection with the Services and shall indemnify the Council against all actions, claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect of any breach by the Contractor of this Condition.

52. DEFAULT IN PERFORMANCE

52.1 If the Supervising Officer shall determine that the Contractor has:

(i) Failed to begin or complete any part of the Services; or

(ii) Failed to carry out or has carried out inadequately the Services

or any part of the Services; or

(iii) Failed to comply with any reasonable instruction(s) from the

Supervising Officer

then the Supervising Officer may (without prejudice to any other right or

remedy available to it) do any one of the following:

a. Issue the Contractor a Rectification Notice which will state the action required from the Contractor, and will stipulate the Rectification Time by which the action must be completed. Indicative Rectification Times are given in the Table below. The Contractor acknowledges that the Table is a guide and is without prejudice to the decision of the Supervising Officer in any particular case .

Priority Level / Description / Rectification Time
High / action that would, if unrectified, lead to or continue to be: a breach of health and safety regulations; or a risk that could lead to immediate damage to a site or feature / 2 Hours
Medium / action, which is not a High Priority Level as described above, which if unrectified would lead to or continue to be: a nuisance to the local community; and/or a risk which would be likely to damage a site or feature within 72 hours / 72 Hours
Low / action which is not a High Priority Level or Medium Priority Level as described above / 120 Hours

54. TERMINATION

54.4 The rights of the Council under this Condition are in addition and without prejudice to any other right the Council may have to claim the amount of any loss or damage suffered by the Council on account of the acts or omissions of the Contractor whether pursuant to the Bond or Guarantee and Indemnity given in accordance with the Bond Undertaking or Guarantee Undertaking or otherwise.

55.6 The Contractor shall advise the Council immediately of any changes to these details between the date on which they are provided and the end of the Contract Period and shall ensure and warrant that the information disclosed is accurate and up to date as at the end of the Contract Period, and that all known existing liabilities relating to such staff have been discharged. The Contractor shall indemnify the Council against all claims, damages, losses and expense resulting from any failure on the part of the Contractor to comply with the provisions of the Regulations, whether such failure results from total or partial non-compliance with the information and consultation requirements, dismissal or failure to employ an employee, for a reason connected with the transfer at the end of the Contract Period, or from any other act or omission of Contractor.

59. EVIDENCE IN CONNECTION WITH LEGAL PROCEEDINGS

59.1 If requested to do so by the Supervising Officer, the Contractor shall provide to the Supervising Officer any relevant information in connection with any legal inquiry or court proceedings in which the Council may become involved or any relevant disciplinary hearing internal to the Council and shall give evidence in such inquiries or proceedings or hearings, arising out of the provision of the Service at no cost to the Council. The Contractor immediately upon becoming aware of the same shall notify the Supervising Officer of any accident, damage or breach of any statutory provision relating in any way to the provision of or connected with the Service.

62. INTELLECTUAL PROPERTY RIGHTS

62.4 The Contractor shall indemnify and keep indemnified in full the Council, its other contractors and its and their staff from and against all losses, liabilities, costs, claims, damage, demands and expenses (including, without limitation, legal expenses) proceedings, howsoever arising (including, without limitation, consequential loss) directly or indirectly out of or in connection with any Intellectual Property Rights in respect of any process, matter or thing used, manufactured, supplied or delivered by the Contractor or its permitted sub contractors in the provision of the Services but excluding any such losses caused by use by the Council its contractors or its or their staff of any such process matter or thing other than for the purposes for which they were created.

63. INTERFERENCE WITH TRAFFIC AND ADJACENT PROPERTIES

63.1 All operations necessary for the performance of the Services shall so far as compliance with the requirements of the Contract permits be carried on so as not to interfere unnecessarily or improperly with the public's convenience or the access to or use of occupation of public or private roads and footpaths or to or of properties whether in the possession of the Supervising Officer or of any other person and the Contractor shall save harmless and indemnify the Council in respect of all claims, demands, proceedings, damages, costs, charges and expenses whatsoever arising out of or in relation to any such matters.

64. NOISE AND DISTURBANCE

64.1. All work shall be carried out without unreasonable noise and disturbance. The Contractor shall indemnify the Council from and against any liability for damages, account of noise or other disturbance created while or in carrying out the work and from and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in regard or in relation to such liability.

71. UNDERGROUND AND SURFACE SERVICES

71.1 It should be the responsibility of the Contractor to ensure that no cables, conduits, pipes, sewers, overhead wiring or other services are damaged in the performance of the Services. Any such damage shall be reported immediately to the Supervising Officer and confirmed in writing, and all such damage shall be made good without delay at the expense of the Contractor. The Council will, at the request of the Contractor, give all such information as is available on the location of such services, but such information will not be complete and the Contractor must take all reasonable precautions to ensure compliance with this Condition, particularly in the case of underground services.