Wandsworth Borough Council
WANDSWORTH BOROUGH COUNCIL
CONTRACT FOR THE PROVISION OF
Leaving Care Services
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Volume 2 – Draft Contract
Invitation to Tender
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TABLE OF CONTENTS
Conditions
1.Definitions
2.Sufficiency of Information
3.Documents Mutually Explanatory
4.Variation of Conditions
5.Copyright
6.The Authorised Officer
7.Contract Period
8.Performance of Services
9.Performance Review and Best Value
10.Modifications
11.Payments
12. Invoice
13.Indexation
14.Value Added Tax
15.Assignment and Sub-Contracting
16.Contract Manager
17.Personnel
18.Supervision of Personnel
19.Health and Safety at Work
20.Premises
21.Furniture, Equipment, Services and Materials
22.Instructions and Communication
23.Data Protection & Freedom of Information Acts
24.Information Technology
25.Records
26.Payments to the Council/Interest on Late Monies/Charges
27.Royalties, Patent Rights and Intellectual Property Rights
28.Confidentiality
29.Conflict of Interest
30.Probity and Inducements
31.Liability of Contractor
32.Insurance
33.Liability of the Council
34.Default in Performance
35.Termination
36.Arrangements for Handover on Termination
37.Notices
38.Waiver
39.Severance
40.Dispute Resolution
41.Agency
42.Work in Progress at the Commencement of the Contract
43.Work in Progress at the End of the Contract Period
44.Acquired Rights Directive and TUPE
45.Press and Publicity
46.Assistance with Legal and/or Ombudsman Proceedings
47.Recovery of Sums Due to the Council
48.Equal Opportunities and Employment; and Human Rights
49.Council Policies and Customer Care
50.Complaints in Respect of Service Provision
51.Information on Re-Tendering
52.Environmental Requirements
53.Rights of Third Parties
54.Law
55.Acts of Parliament etc.
56Interpretation Act
57.Headings
58.Restriction on Trade
59.Entire Agreement
60. Inconsistency
61.Management Information
Schedules
Schedule 1 – Specification
Schedule 2 – Pricing Tables
Schedule 3 – The Contractor’s Proposals
Schedule 4 – Council’s inter-agency guidelines
Schedule 5 – Employers’ Forum On Disability Agenda On Customers
Schedule 6 – Customer Service
Schedule 7 – Inventory
Schedule 8 - Aggressive Persons Information Sharing Protocol
Schedule 9 – Licence Heads of terms
Schedule 10 – TUPE Information
THIS CONTRACT is made the day of 2014
BETWEEN
THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF WANDSWORTH of The Town Hall, Wandsworth High Street, London SW18 2PU (“the Council”) of the one part and
[ ]a company registered in England and Wales (Company Number [ ]) with its registered office situated at [ ] (“the Contractor”) of the other part.
BACKGROUND
- On [ ] the Council published an advertisement seeking proposals for the provision of leaving care services (the “Services”).
- The Contractor submitted a proposal dated [] for the provision of the Services and the Council accepted the Contractor's proposals on [ ].
- The Contractor has agreed to provide the Services for the contract period commencing on 1st July 2015 and ending on 30th June 2018 upon the terms set out in this Contract.
WHEREAS:
(1)the Council wishes to have performed the Services set out in the Conditions and the Schedules of this Contract; and
(2)the Contractor is willing to perform such Services in accordance with the provisions of and subject to the terms of the Conditions and the Schedules.
NOW IT IS AGREED between the Council and the Contractor as follows:
A.This Contract (consisting of the Tender and the Conditions and the Schedules inclusive) constitutes the sole contract or agreement between the Council and the Contractor for the performance by the Contractor of the Services set out in the Conditions and the Schedules.
B.The Contractor shall perform the Services set out in the Conditions and the Schedules in accordance with the Conditions and to the satisfaction of the Council for the Contract Period commencing on the Commencement Date and terminating on the Termination Date.
C.So long as the Contractor shall continue to perform the Services set out in the Conditions and the Schedules in accordance with the Conditions and to the satisfaction of the Council, the Council shall make to the Contractor the payments provided for by this Contract.
IN WITNESS whereof the parties have executed this Contract as a DEED the day and year first before written.
THE COMMON SEAL of THE MAYOR AND)
BURGESSES OF THE LONDON BOROUGH)
OF WANDSWORTH was affixed to this DEED)
BY ORDER:)
Authorised Officer:
Seal Register No:
EXECUTED AS A DEED by)
)
acting by:-)
Director ………………………………………………….
Print Name:
In the presence of:
Signature of Witness:………………………………….
Name of Witness:
Address:
Occupation:
CONTRACT FOR THE PROVISION OF LEAVING CARE SERVICES
CONTRACT FOR THE PROVISION OF LEAVING CARE SERVICES
THE CONDITIONS
1.DEFINITIONS
In this Contract, save where the context otherwise requires the following expressions shall have the meanings hereby assigned to them:
Word/Phrase / MeaningAnnual Sum / means the annual sum (subject to the Services having been provided) payable by the Council to the Contractor as set out in Schedule 2 as calculated in accordance with the provisions of the Contract.
Authorised Officer / means the Council's Assistant Director for Prevention and Intervention or such other officer as the Council may appoint hereafter and such representatives as he/she may nominate in writing for general or specific purposes from time to time.
Best Value Duty / means the duty imposed on the Council by Section 3 of the Local Government Act 1999.
Business Continuity Plan / means a business continuity plan maintained in accordance with the Civil Contingencies Act 2004.
Commencement Date / means the 1st day of July 2015, which is to be the commencement date for the performance of the Services by the Contractor.
Conditions / means these Conditions and any modification thereof duly made in accordance with their provisions.
Contract / means this contract concluded between the Council and the Contractor including the Conditions, the Schedules and all other documents that are incorporated or referred to herein.
Contract Documents / means the Contract and any other documents forming part of this Contract.
Contract Manager / means a person appointed by the Contractor in accordance with Condition 16.
Contract Period / means the period of three years commencing on the Commencement Date and terminating on the Termination Date.
Contract Standard / means in relation to the performance of any part of the Services, a standard of performance:
- in accordance with good professional practice and in a manner free from dishonesty and corruption;
- in accordance with all relevant provisions of the Conditions, the Specification and the Schedules including the Method Statement;
- in compliance with all relevant Acts of Parliament, statutory regulations or orders and Codes of Practice in operation from time to time including but without prejudice to the generality the general duty to secure continuous improvement having regard to a combination of economy, efficiency and effectiveness pursuant to Section 3 of the Local Government Act 1999;
- in accordance with the Standing Orders and Scheme of Delegations to Chief Officers of the Council;
- in co-operation with the Council and its other relevant contractors; and
- to the reasonable satisfaction of the Council
Contractor / means the person, persons or company described in the Form of Contract as the Contractor.
Contractor’s Proposals / means the proposals of the Contractor to deliver the Services to satisfy the Specification, including without limitation the Method Statements, as set out in Schedule 3.
Council / means the Council of the London Borough of Wandsworth, any successor authority and any body to which all or part of the functions of the Council of the London Borough of Wandsworth may lawfully be transferred.
Council Data / means:
a)the information, data, text, diagrams, images or sounds (together with any database made up of any of these) or any other materials (in any medium) which are embodied in any electronic, magnetic, optical, tangible or portable media, and which are:
- supplied or in respect of which access is granted to the Contractor by or on behalf of the Council; or
- which the Contractor is required to generate, process, store or transmit pursuant to this Contract;
c)any other data, information or materials (in any medium) which come into the possession of the Contractor in connection with or as a result of the provision of the Services including without limitation any data, information or materials held or stored in the Contractor's computer systems.
Council Equipment / means all fixed and movable items of equipment provided by the Council at the Commencement Date as set out in the Inventory at Schedule 7.
Crown / means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers and government departments and particular bodies, persons and government agencies.
Customer / means a person who receives or may receive the Services that the Contractor is required to provide under this Contract.
Employee Liability Information / means the information as defined in Regulation 11(1) of the TUPE Regulations.
Employees / means all persons engaged by the Contractor in the provision of the Services including personnel, staff and the employees of the Contractor and shall include the Contractor's agents and authorised sub-contractors and the Seconded Employees and "Employee" means any one of the Employees.
Expert / means an expert appointed pursuant to Condition 40.
Final Pay Details / means in respect of each Future Transferring Employee, their final month's copy pay slip data, cumulative pay for tax and pension purposes, cumulative tax paid and tax code.
Future Transfer Date / means the date of termination or expiry of this Contract
Future Transferring Employees / means those employees of the Contractor who are at the Future Transfer Date employed under a contract of service or apprenticeship or otherwise in the relevant part of the undertaking which transfers on the termination or expiry of this Contract pursuant to the TUPE Regulations or the Acquired Rights Directive 2001/23/EC or otherwise to any Successful Contractor’s Proposals.
Good Industry Practice / means that degree of skill, care, prudence and foresight and operating practice which would reasonably and ordinarily be expected from time to time of a skilled and experienced operator (engaged in the same type of undertaking as that of the Contractor) or maintenance contractor or any contractor under the same or similar circumstances.
HSWA / means the Health and Safety at Work, etc Act 1974 and shall include any Codes of Guidance issued by the Council and supplied to the Contractor either before or during this Contract and any Codes of Guidance prepared by the Contractor.
Inventory / means the list of Council Equipment provided by the Council to the Contractor from the Commencement Date as set out at Schedule 7.
LG Pay Award / means the Local Government Pay Award as published from time to time by the Local Government Association or any body upon which such duties in connection with the calculation and notification of the Local Government Pay awards may have developed as such indexation shall be applied in accordance with the provisions of this Contract;
Maintenance Works / means any services or works of maintenance or repair of the Centres that are necessary to ensure that the Centres are maintained in accordance with the Specification and Contractor’s Proposals (including without limitation the renewal or replacement of any plant and Equipment) throughout the Contract Period.
Management Information / means the information that the Contractor shall provide to the Council as applicable with all or any of the following information from time to time during the Contract Period:
9.2.1Invoice Date
9.2.2Contract Date
9.2.3Number of Orders covered by the Management Information
9.2.4VAT Rate
9.2.5Monthly Invoice amount
The above list is not exhaustive and the Council may from time to time change the items in the list provided that it has given the Contractor notice of such changes in accordance with Clause 61.
Method Statements / means the proposals and service delivery plans for the method of providing the Services to satisfy the Specification as set out in Schedule 3, which have been approved by the Council.
New Contract / means a contract for the provision of the Services following the Termination Date or earlier termination in accordance with the Contract.
New Contractor / means the person who has entered or will enter into the New Contract with the Council.
Performance Default / means any failure by the Contractor to perform properly or comply with any of the Contract Documents including, without limitation, any failure of the Contractor to deliver the Services to the Contract Standard.
Performance Measures / means those measures as set out in Appendix B to the Specification against which the Service outcomes are measured as the same may be changed by the Council from time to time.
Pricing Tables / means the tables set out in Schedule 2.
Prohibited Act / means:
- offering giving or agreeing to give to any servant of the Crown any gift or consideration of any kind as an inducement or reward:
ii.for showing or not showing favour or disfavour to any person in relation to this Contract or any other contract with the Crown;
- entering into this Contract or any other contract with the Crown where a commission has been paid or has been agreed to be paid by the Contractor or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to the Council;
- committing any offence:
ii.under the Bribery Act 2010; or
iii.under legislation creating offences in respect of fraudulent acts, or
iv.at common law in respect of fraudulent acts in relation to this agreement or any other contract with the Crown; or
- defrauding or attempting to defraud or conspiring to defraud the Crown.
Relevant Date / means the date on which an Eligible Staff member transfers to the Contractor and/or one or more authorised sub-contractor(s) whether by virtue of any Staff Transfers or deemed Staff Transfers or otherwise.
Relevant Legislation / means any statute or regulations or the EC Treaty (or any directives or regulations made thereunder).
Schedule / refers to the Schedules to this Contract and Schedule means any one or other of the Schedules.
Services / means the Services set out in the Specification and any modifications thereof under Condition 10.
Specification / means all the documents forming Schedule 1 including any appendices thereto and any modifications to those documents under Condition 10.
Successful Contractor’s Proposals / means the person nominated by the Council to undertake the services substantially the same as the whole or part of the Services at any time during or after the termination of this Contract.
SVGA 2006 / means the Safeguarding Vulnerable Groups Act 2006.
Termination Date / means the 30th June 2018, subject to any extension which may be effected in accordance with Condition Error! Reference source not found..
Time / shall be construed during the period of summer time to be British Summer Time or otherwise to be Greenwich Mean Time or as may be required or stipulated by statute.
VAT / means Value Added Tax.
Working Day / means any day of the week from Monday to Friday inclusive but excluding all Public Holidays and such other days if any as the Authorised Officer may notify to the Contractor in writing as days during which Council offices are closed to the public.
Year / means a period of twelve consecutive calendar months commencing on the Commencement Date falling within the Contract Period.
1.1Reference to personnel and Employees shall be deemed to include the Contractor’s partners, directors and employees and also the Contractor’s agents and sub-contractors and their personnel and employees, unless the context otherwise requires.
1.2Reference to "including" shall be construed so as not to limit the generality of any words or expressions in connection with which it is used.
2SUFFICIENCY OF INFORMATION
2.1The Council shall exercise reasonable care and skill with respect to its preparation of information supplied to the Contractor. The Contractor shall take all reasonable steps necessary to satisfy itself by its own investigations at its own expense with regard to the accuracy of such information and shall be deemed to have done so. Notwithstanding the foregoing, neither the Council nor any of its Employees makes any representations or warranties as to the accuracy of all information supplied by the Council and any information provided by a third party and no claim against the Council will be allowed, whether in contract or tort, under the Misrepresentation Act 1967, or otherwise on the grounds of any inaccuracy with respect to such information supplied to the Contractor.
2.2The Contractor shall obtain for itself all information necessary to enable it to ascertain and assess all risks, contingencies and other circumstances that might reasonably influence or affect the Tender, and to have made full allowance for any changes that may occur between the date of the Tender and the Commencement Date.
2.3Except as provided in Condition 10 no additional payment will be made to the Contractor by reason of any inaccuracy or change in the information provided whether occurring before or after the date of the Tender.
3DOCUMENTS MUTUALLY EXPLANATORY
3.1Except as otherwise expressly provided, the Contract Documents are to be taken as mutually explanatory of one another. Any ambiguities or discrepancies shall be resolved by the Authorised Officer who shall thereupon issue to the Contractor appropriate instructions in writing and the Contractor shall carry out and be bound by such instructions.
3.2In the event of any inconsistency between the Conditions and any provision in any of the Schedules, the Conditions shall prevail.
4VARIATION OF CONDITIONS
4.1Without prejudice to the rights and powers of the Authorised Officer under this Contract and notwithstanding any other of these Conditions, no deletion from, addition to or variation of the Conditions shall be valid or of any effect unless agreed in writing and signed on behalf of the Council by the Authorised Officer (or by such other officer as the Authorised Officer may in writing appoint) and on behalf of the Contractor by a duly authorised representative of the Contractor.
5COPYRIGHT
5.1Copyright in this Contract shall vest in the Council but the Contractor may obtain or make at its own expense any further copies required for use by the Contractor in the performance of the Services.