PLEASE NOTE, FOR INFORMATION ONLY, ARTICLES OF AGREEMENT NOT TO BE COMPLETED AT THIS STAGE
ARTICLES OF AGREEMENT
This Contract is made the Day of 2013
Between
The Mayor and Burgesses of the
London Borough of Sutton
Community Services
Civic Offices
St. Nicholas Way
Sutton Surrey
SM1 1EA
(“LBS or Council”)
The Council of the one Part
and
(“the Provider”)
The Provider of the other Part
WHEREAS:
1.1The Council wishes the Contractor to provide the Council with assistance in developing a Council-focussed online notice-board (Sutton Online Notice Board) allowing groups to advertise their activities and events, to request support if required (either financial or time-based) and to network with other groups and organisations. It will also allow users to quickly and easily find out what activities are taking place within the London Borough of Sutton, to book on to courses or activities if required, pledge their support and share their experiences of taking part. In summary, it will:
- Become the central point for organisations in the London Borough of Sutton to list their events and activities;
- Be the easiest way for local people to understand what is taking place in their area;
- Offer a unique blend of functions to ensure it is useful and used by local groups;
- Be visually engaging and easy to use for all users;
- Be web-based and accessible through browsers on static and mobile devices.
The Council is looking for an innovative, creative, user-focussed organisation to work with us to develop this functionality in a collaborative and agile manner. The Council is aiming for this new platform to be held up as a national exemplar of good digital engagement practice.
1.2The Contractor is willing to provide the Service as set out in more detail in the Specification attached and in accordance with this Contract.
1.3The parties agree that this Contract together with the:-
- Contract Conditions
- Specification
- Certificate as to Canvassing
- Certificate of Non Collusion
- Requests For Quotation
- Environmental Policies
constitute the sole Contract and Agreement between the Council and the Contractor for the performance by the Contractor of the above Service. The Contractor shall provide the above Service as set out in the Council’s Specification attached hereto in accordance with the provisions of this Contract.
So long as the Contractor shall continue to provide the Service as set out in the Council’s specification and provisions of this Contract to the satisfaction of the Council, the Council shall make to the Contractor the payments set out in this Contract.
IN WITNESS whereof the parties have executed this Contract as a Deed the day and year first before written:
EXECUTED AS A DEED by the Council
The Council has caused its common seal to be affixed
THE COMMON SEAL of the MAYOR)
AND BURGESSES of THE LONDON)
BOROUGH OF SUTTON was hereunto)
affixed in the presence of: -)
Authorised Signatory in accordance
with standing order 40Seal Register No:
EXECUTED AS A DEED by Storm ID
Acting by:
DIRECTOR:
In the presence of:
Witness Signature:
Witness Name:
Address:
Occupation:
DIRECTOR / SECRETARY:
In the presence of:
Witness Signature:
Witness Name:
Address:
Occupation:
LONDON BOROUGH OF SUTTON
SUTTON ONLINE NOTICE BOARD
______
______
CONTRACT CONDITIONS
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CONTRACT CONDITIONS INDEX
CLAUSE / PAGE1 / DEFINITIONS / 1
2 / THE ROLE OF THE COUNCIL'S OFFICERS / 4
3 / NOTICES / 5
4 / FORBEARANCE / 5
5 / APPLICABLE LAW / 5
6 / INTERPRETATION OF CONTRACT / 5
7 / ASSISTANCE IN LEGAL PROCEEDINGS / 6
8 / INDEPENDENT PROVIDER / 6
9 / SEVERABILITY / 6
10 / FORCE MAJEURE / 6
11 / AGENCY / 7
12 / OBSERVANCE OF STATUTORY REQUIREMENTS / 7
13 / HEALTH AND SAFETY / 7
14 / ASSIGNMENT AND SUB-CONTRACTING / 7
15 / ADVERTISING / 7
16 / ENVIRONMENTAL POLICY / 7
17 / EQUAL OPPORTUNITIES / 8
18 / CONFLICTS OF INTEREST / 8
19 / LICENCES / 8
20 / BRITISH STANDARDS (OR EQUIVALENT) / 8
21
22
23
24 / CONFIDENTIALITY, DATA PROTECTION AND FREEDOM OF INFORMATION
PROTECTION OF PERSONAL DATA
LOSS AND RETURN OF DATA
PROVIDER’S EMPLOYEES / 9
10
12
12
25 / METHOD STATEMENT / 13
26 / PROVISION OF INFORMATION / 13
27 / REGULAR MEETINGS RELATING TO THE SERVICE / 13
28 / COMPLAINTS / 13
29 / PERFORMANCE OF SERVICES / 13
30 / MONITORING PERFORMANCE / 15
31 / INTELLECTUAL PROPERTY RIGHTS / 17
32 / INSPECTION / 17
33 / VARIATIONS / 17
34 / INTERFACE WITH THE COUNCIL’S EMPLOYEES OR OTHER CONTRACTOR‘S OF THE COUNCIL / 18
35 / CIVIL EMERGENCY CONTINGENCIES / 18
36
37 / CARBON MANAGEMENT
INDEMNITY AND INSURANCE / 19
20
38 / PAYMENT / 21
39 / FLUCTUATIONS IN CONTRACT PRICE / 21
40 / BREACHES OF CONDITIONS OR SPECIFICATION / 21
41 / BRIBERY AND CORRUPTION / 21
42 / GRATUITIES / 22
43 / RIGHT TO SET-OFF / 22
44 / BONDS AND GUARANTEES / 22
45 / DISPUTE RESOLUTION / 22
46
47
48
49
50
51
52
53
54 / WAIVER
WARRANTIES AND REPRESENTATIONS
DEFAULT
TERMINATION BY THE COUNCIL
TERMINATION BY EITHER PARTY (WITHOUT DEFAULT)
CONSEQUENCES OF TERMINATION
ENTIRE AGREEMENT
BEST VALUE
RIGHTS OF THIRD PARTIES / 23
23
25
25
26
26
26
27
27
1.DEFINITIONS
In this Contract the following expressions shall have the meaning hereby assigned to them:
AUTHORISED OFFICER:The Executive Head of Policy and Customer Services Division for the time being of the Council (or if that office no longer exists the holder of such office as is nearly equivalent to it) or such other person as may be nominated by him or her.
AUTHORISED OFFICER’SCivic Offices, St Nicholas Way, Sutton,
OFFICE:Surrey SM1 1EA or such other location as may be notified to the Contractor in writing by the Authorised Officer.
BASE DATE:means the date three calendar months prior to the anniversary of the commencement of the contract (Commencement Date) in each year of the Contract Period.
BEST VALUE DUTY:means the duty imposed on the Council by Part 1 of the Local Government Act 1999 and under which the Council is under a statutory duty to continuously improve the way its functions are exercised having regard to a combination of economy, efficiency and effectiveness and to the guidance issued from time to time by the Secretary of State, Audit commission and the Chartered Institute of Public Finance and Accountancy, pursuant to or in connection with Part 1 of the Act
CONTRACT
DOCUMENTATION:Articles of Agreement
Instructions to Tenderers
Contract Conditions
Specification
Certificate as to Canvassing
Certificate of Non Collusion
Requests For Quotation
Environmental Policies
CONTRACT PERIOD:Commencement date:
Expiry date:
COUNCIL’S EMERGENCY
PLANNING OFFICER:The emergency planning office for the Council for the time being of the Council (or if that office no longer exists the holder of such office as is nearly equivalent to it) or such other person as may be nominated by him or her.
CONTRACT STANDARD:means the standard required for the proper performance of the Services under the terms of this Contract.
DOWNTIME: means a period during Service Hours during which there is total loss of the Services.
ENVIRONMENTAL
IMPROVEMENT
PROGRAMME:means a simple programme of environmental improvement which the Provider draws up with the help from the Council. This is an alternative to a formal Environment Management System.
ENVIRONMENTAL
MANAGEMENT SYSTEM:means a formal, externally audited management system such as the Eco-Management and Audit Scheme or ISO14001 which ensures the Provider delivers continuous environmental improvement.
EMERGENCY PLANNING means any officer nominated by the
OFFICERAuthorised Officer to act on his / her behalf (or if that office no longer exists the holder of such office as is nearly equivalent to it) or such other person as may be nominated by him or her.
INTELLECTUAL PROPERTY:means all intellectual property rights howsoever arising and in whatever media including (without limitation)patents, trade marks, service marks, design rights, trading names, logos, domain names, business names, trade names, copyrights, moral rights, semiconductor topography rights, know-how, inventions, confidential information, trade secrets and the right to registration of any such rights contained in all documents, databases, materials, drawings, specifications, plans tables, computer software and hardware programs and data, and all or any other intellectual or industrial property rights relating to the provision of the Services whether existing now or created in the future and whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto.
MATERIAL:means the Source Code of the Package and such other material and documentation (including updates and upgrades thereto and new versions thereof) as are necessary to be delivered or deposited to comply with the delivery of the Service under this Contract.
PACKAGE:means the software package together with any updates and upgrades and new versions.
PERSONAL DATA:means the personal data as defined in the Data Protection Act 1998.
PROVIDER:
PROVIDER’S ADDRESS:
SCHEDULE OF RATES:means the schedule included in the contract detailingthe cost for the provision of the Service
SENSITIVE DATA:as defined in Section 2 of the Data Protection Act 1998.
SERVICE: means thedetailed service set out in the Specification and Contract Documentation.
SERVICE LEVELS:means the levels of performance to which the Services are to be provided to the Council by the Provider as set out in this Contract.
SERVICE HOURS:means the hours during which the Services are to be provided as set out in Schedule 1. References to "hour(s)" and "minute(s)" in this Contract will, unless otherwise indicated, be taken only to refer to the elapse of time during Service Hours
SOURCE CODE:means the computer programming code of the Package in human readable form.
STAFF:means all personnel, including a Volunteer, used by the Provider in the performance of the Service, whether such personnel are partners, directors, agents or in any manner employed by the Provider or any other Provider’s of the Provider, or are employed on their own account as independent Provider’s.
VOLUNTEER:means a person who gives their time to help an individual without payment.
1.1.For the purpose of this Contract:
1.1.1Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.1.2The Schedules, appendices and any variation shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.1.3Words in the singular include the plural and vice versa.
1.1.4A reference to one gender includes a reference to the other genders.
1.1.5A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.1.6A reference to writing or written includes faxes but not e-mail.
1.1.7Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.1.8A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this Agreement) at any time.
1.1.9References to clauses and Schedules are to the clauses and Schedules of this Agreement. References to paragraphs are to paragraphs of the relevant Schedule.
2.THE ROLE OF THE COUNCIL'S OFFICERS
2.1The Authorised Officer shall have all the rights and powers held by the Council relating to the Contract.
2.2From time to time the Authorised Officer may appoint one or more representatives to act for the Authorised Officer generally or for specified purposes or period and inform the Provider of the same in writing.
2.3If any clarification of the powers and duties of individual officers is required by the Provider then this shall be sought in writing from the Authorised Officer who shall promptly supply the same. The Provider shall accept the authority of the officers to the extent that it has been delegated to them by the Authorised Officer.
3.NOTICES
All notices given hereunder shall be in writing and:-
a)Any notice to be served upon the Council shall be sent by Recorded Delivery post to the Authorised Officer or delivered by hand to the Authorised Officer's Office; and
b)Any notice to be served upon the Provider shall be valid and effective if it is sent by Recorded Delivery post or delivered by hand to the Registered Office, principal place of business, or the Provider’s premises from which the Service is organised; or is delivered by hand to a partner and/or director; and
c)In the case of an urgent demand notice or other communication required to be given hereunder this may be sent initially by successful facsimile transmission to the last known address of the party to be served therewith. This notice must be confirmed by the party giving notice within 24 hours as set out in Clause 3(a) and (b) above.
4.FORBEARANCE
No forbearance on the part of the Council granted to the Provider in respect of its obligations shall diminish or vitiate the Council’s rights under this Contract or be deemed as a waiver.
5.APPLICABLE LAW
5.1This Contract and all its provisions shall be considered as a contract made in the United Kingdom and shall be construed in accordance with English Law. Each party agrees to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Contract or the performance of the Service.
5.2This Contract is binding on the Council and its successors and assignees and on the Provider and its successors and permitted assignees.
6.INTERPRETATION OF CONTRACT
6.1Except as otherwise expressly provided, all elements of the Contract Documentation are to be taken as mutually explanatory of one another. Any ambiguities or discrepancies shall be referred in the first instance to the Authorised Officer who shall thereupon issue to the Provider appropriate instructions in writing, which the Provider shall carry out and be bound by.
6.2In these Contract Conditions any Act of Parliament or any Order, Regulation, Statute, Statutory Instrument, Code of Practice, Bylaw, Directive or the like, whether detailed expressly or incorporated by general reference, shall be deemed to include a reference to any amendment, re-enactment or replacement of it.
6.3This Contract constitutes the entire understanding and agreement relating to the subject matter of the Contract and, save as expressly referred to or incorporated by reference, supersedes all prior negotiations, submissions or understandings with respect to this subject matter. No addition to or modification of any provision of these Contract Conditions shall be binding upon the parties unless made in writing and signed by the parties.
7.ASSISTANCE IN LEGAL PROCEEDINGS
The Provider shall provide to the Council any relevant information upon request from the Authorised Officer in connection with any legal or disciplinary proceedings in which the Council may become involved.
8.INDEPENDENT PROVIDER
The parties are, and intend to remain, independent Providers and this Contract shall not constitute, create or be interpreted as a joint venture, partnership, agency or formal business organisation of any kind.
9.SEVERABILITY
If one or more of the provisions of this Contract (except those with regards to the payment of any sum hereunder or which effect the Provider's overall performance of the Contract) are to any extent invalid or unenforceable under any applicable law, the remainder of this Contract shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by applicable law. The invalid provision shall be deemed replaced by that legally valid provision which best approximates the economic intent of the invalid provision.
10. FORCE MAJEURE
Neither party shall be liable to the other for any delay or non-performance of its obligations under this contract arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
11.AGENCY
The Provider is not and shall in no circumstances hold itself out as being the servant or agent of the Council for any purpose other than those expressly conferred by this Contract.
12.OBSERVANCE OF STATUTORY REQUIREMENTS
The Provider shall comply with all relevant legal and professional provisions and shall indemnify the Council accordingly against any loss or damage caused by the Provider’s non-compliance with any such provisions.
13.HEALTH AND SAFETY
The Provider shall at all times comply with all legal provisions pertaining to the health and safety of its own Staff and others who may be affected by its performance of the Service. The Provider shall also have regard to the Council’s Health and Safety policies.
14.ASSIGNMENT AND SUB-CONTRACTING
14.1Wherever the Council is legally entitled to do so, the Council shall be entitled to assign the benefit of this Contract or any part of it to any other body subject to the Council giving reasonable notice to the Provider.
14.2The Provider shall not sub-contract or assign any part of the Service without the prior written consent of the Authorised Officer.
15.ADVERTISING
The Provider shall not advertise the fact that it is providing Services to the Council under this Contract other than with the written permission of the Authorised Officer.
16.ENVIRONMENTAL POLICY
16.1The Provider will in its performance of the Service use all reasonable endeavours to ensure it uses working methods, equipment, materials and consumables which minimise environmental damage. In particular, the Provider shall ensure that it fully complies with the environmental obligations laid down in the Council's Environmental Policy and Environmental Purchasing Policy, that it is familiar with the Council's Environmental Policy supplied with the tender documents and that it will support and assist the Council in meeting the aims laid down in it.
16.2The Provider must have either a registered environmental management system or be willing to work with the Council to develop an environmental improvement programme.
17.EQUAL OPPORTUNITIESAND OTHER LEGISLATION
17.1The Provider shall comply with all statutory obligations relating to Race Relations, Equal Opportunities and Discrimination, including the Equality Act 2012.
17.2The Provider shall observe as far as possible the Equality and Human Rights Commission and at all times operate an Equal Opportunities Policy in relation to staff recruitment and selection, training and service delivery.
17.3The Provider shall observe as far as possible the duties set out in the Equality and Human Rights Commission and at all times operate an Equal Opportunities Policy in relation to staff recruitment and selection, training and service delivery
17.4The Provider is required to promote and observe such provisions (if any) of the following legislation which continues to be in force and relevant to the performance of this Contract:
- Disability Discrimination Act 1995;
- Equality Act 2010;
- Employment Equality (Age) Regulations 2006;
- Employment Equality (Religion or Belief) Regulations 2003;
- Employment Equality (Sexual Orientation) Regulations 2003;
- Equal Pay Act 1970;
- Human Rights Act 1998;
- Race Relations (Amendment) Act 2000;
- Race Relations Act 1976;
- Sex Discrimination Act 1975; and
- any other enacted legislation
18.CONFLICTS OF INTEREST