DATED 201[ ]
MILTON KEYNESCOUNCIL
and
[]
CONTRACT FOR SERVICES
for the provision of
[] Services
Legal Services
Milton KeynesCouncil
1 Saxon Gate
Central Milton Keynes
MK9 3EJ
ContractParticulars
- Name of Contractor:
- Commencement Date:
- Expiry Date:
- The Contractor Manager:
- The Councils Authorised Officer:
CONTENTS:
2. / Commencement and Duration of Contract
3. / Non Exclusivity
4. / Pre-Conditions
5. / Contract Documents
6. / Warranties and Representations
7. / Compliance with Applicable Law and Change in Law
8. / Provision of the Services
9. / Contingencies and Inability to Perform
10. / Necessary Consents
11. / Contractors Personnel
12. / Premises
13. / Councils Liabilities
14. / Limitation of Liability
15. / Rights Of Access
16. / Indemnities
17 / Business Continuity, Training and Planning
18. / Criminal Record Bureau Checks
19. / Records, Information and Service Management
20. / Pricing and Payment
21. / Set Off and Recovery of Sums Due
22. / Disputed Sums
23. / Contractor Manager and Authorised Officer
24. / Cartels, Bribery and Corruption
25. / Audit, Inspection and Review
26. / Intellectual Property Rights (IPR)
27. / Confidentiality
28. / Performance Monitoring
29. / Data Protection
30. / Freedom of Information
31. / Quality Assurance
32. / Safeguarding Children and Vulnerable Adults
33. / Non Discrimination and Whistleblowing
34. / Equal Opportunities and Human Rights
35. / Health and safety
36. / Equipment
37. / Assets
38. / Employee Checks
39. / Force Majeure
40. / Indemnity
41. / Insurance
42. / Defaults, Remediation Notices and Increased Monitoring
43. / Termination of Contract
44. / Effect of Termination or Expiry
45. / Suspension of Contractors Appointment
46. / Dispute Resolution and Adjudication
47. / No Partnership or Agency
48. / Sub Contracting and Assignment
49. / Entire Agreement
50. / Variation
51. / Waiver
52. / Severance
53. / Best Value and Continuous Improvement
54. / Official Notices and Communications
55. / Third Party Rights
56. / TUPE and Information on Retendering
57. / Forbearance
58. / Conflict of Interest
59. / Lien or Encumbrance
60. / Observance of Statutory Requirements
61. / Warranties and Representations
62. / Reliance on Representations
63. / Local Government Ombudsman
64. / Consortia
65. / Liquidated Damages and Securities for Performance
66. / Localism Act Provisions
67. / Key Personnel
68. / WEE Directive and RoHS Regulations
69. / Living Wage
70. / Working Time Regulations 1998 and Road Transport (Working Time) Regulations 2005
71. / Vehicles Plant and Machinery
72. / Councils Contract Procedure Rules
73. / Good Faith
74. / Illegality of Contract Terms
75. / Contractors Support in Legal and Other Proceedings
76. / Survival of Terms
77. / Councils Right of Novation
78. / Publicity, Media and Official Enquiries
79. / Computer Data
80. / No Poaching of Employees
81. / Rights and Duties Reserved
82. / Counterparts
83. / Law of Contract and Jurisdiction
84. / Legal Fees
85. / Blacklisting
SCHEDULES
Schedule 1 / DefinitionsSchedule 2 / Authorised Officer and Contractor Manager
Schedule 3 / Service Specification
Schedule 4 / Address for Services of Notices
Schedule 5 / Tender Clarification Documents
Schedule 6 / Contract Price and Payments
Schedule 7 / Transferring Employees
Schedule 8 / Contractors Tender
Schedule 9 / Baseline Monitoring and KPI’s
Schedule 10 / DBS Checks Procedure
Schedule 11 / TUPE Provisions
Schedule 12 / Business Continuity Procedure
Schedule 13 / Contractors Policy Documents
THIS CONTRACTdated theday of 201[] is between:
- MILTON KEYNES COUNCILwhose principal place of business is Civic Offices, 1 Saxon Gate, Central Milton Keynes, Milton Keynes, MK9 3EJ, (the “Council”);and
- [INSERT NAME OF SUCCESSFUL TENDERER]with Registered Company Number: [Insert Number] of [Insert Registered Address] (the “Contractor”).
each known as a “Party” to and collectively as “Parties” to this Contract.
BACKGROUND
A.The Council has a requirement to enter into a Contract with a Company who have experience in providing[ ] (“the Services”);
B.The Council is seeking to appoint a Contractor to perform and deliver the Services as set out in the Service Specification Schedule annexed to and incorporated into this Contract;
C.The Council has agreed to source a Contractor who has experience and is able to supply Services which are appropriate to the Councils needs;
D.The Council, having carried out a competitive tender process has judged the Contractor to be the successful bidder;
E.In reliance on the representations made by the Contractor in D (above), the Council seeks to appoint the Contractor to perform and deliver the Services; and
F.The Parties with the intention of creating legal relations have agreed terms between them for the delivery of the Services as set out under this Contract.
SEALING PAGE
IN WITNESS of which this document is
EXECUTED AS A DEED
and is delivered on the first date above
EXECUTED AS A DEED by the Council
by affixing the Seal of
MILTON KEYNES COUNCIL
Signature …………………………..
Position …………………………….
EXECUTED AS A DEED by the Contractor by the
Signature of a Director and the Company Secretary
Or of two Directors of the company:
……………………………………….
Director
……………………………………….
Director/Company Secretary
AGREED TERMS
1.INTERPRETATIONS OF CLAUSES
1.1Clause, Schedule and Paragraph headings shall not affect the interpretation of this Contract;
1.2The Schedules form part of this Contract and shall have effect as if set out in the body of this Contract, also any reference to this Contract includes the Schedules;
1.3A reference to a Company shall include any Company, Corporation or other body corporate, wherever and however incorporated or established;
1.4Words in the singular shall include the plural and vice versa;
1.5A reference to one gender shall include a reference to the other gender;
1.6The words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”;
1.7Any phrase introduced by the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.8A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force, but also taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts;
1.9A reference to writing or written includes faxes but does not include e-mail;
1.10References to Clauses and Schedules are to the Clauses and Schedules of this Contract, references to Paragraphs are to Paragraphs of the relevant Clauses and Schedules;
1.11If there is an inconsistency between the Clausesof the Contractor the Schedules, the provisions of the Clauses shall prevail;
1.12Where the consent of a Party is required under this Contractthen such consent shall not be unreasonably withheld or delayed; and
1.13Under the Council's constitution the Council has delegated to particular Officers the power to act for the purposes of the Contract. Upon written request the Council shall provide to the Contractor the names of the Officers so empowered.
2.COMMENCEMENT AND DURATION OF CONTRACT
2.1Notwithstanding the date of this Agreement, the Contract Period will commence on the Commencement Date and (unless terminated earlier in accordance with any provisions within the Contract) will remain in force for the Contract Period or any extension thereof.
2.2No later than three [3] months before the end of the Initial ContractPeriod (at the sole discretion of the Council) the Council may extend the Contract Period by a further period or periods of up to[ ] monthsby giving written notice to the Contractor of its wish to extend the Contract and the required length of such extension (an "Extension") provided that the total Contract Period does not exceed a total of [ ] years. Any such Extension shall be on the same terms and conditions of this Contract and at rates agreed between the Authorised Officer and Contractor Manager.
2.3In the event that the Council exercises the option to extend the Contract Period in accordance with Clause 2.2 (above) the provisions of this Contract (with the exception of Clause 2.2 above), unless previously amended in accordance with the provisions hereof, will remain in force.
2.4On the expiry or termination of this Contract any liability of the Council to make payment to the Contractor under this Contract shall, (unless the terms otherwise provides) terminate at that time.
3.NON EXCLUSIVITY
The Contractor acknowledges that, in entering this Contract, no form of exclusivity or volume guarantee has been given by the Council for the Services required from the Contractor and the Council at all times is entitled to enter into other Contracts and arrangements with other Contractors for the provision of any or all Services which are the same as or similar to the Services under this Contract.
4.PRE-CONDITIONS
4.1On or before the Commencement Date the Contractor shall produce to the Council, for inspection, documentary evidence that the required insurances are properly in place, adequate and valid.
4.2On or before the Commencement Date the Contractor shall produce to the Council, for inspection, documentary evidence that any required DBS checks are properly in place and valid.
4.3On or before the Commencement Date the Contractor shall produce to the Council, for inspection, documentary evidence that any required accreditations for the delivery of the Services are properly in place and valid.
4.4Failure by the Contractor to comply with its obligations under this Clausemay be regarded as a fundamental breach of this Contract.
5.CONTRACT DOCUMENTS
5.1Where there is any conflict or inconsistency between the provisions of this Contract, any such conflict or inconsistency shall be resolved according to the following order of priority:
5.1.1these Conditions of Contract;
5.1.2Schedule 3 (Service Specification);
5.1.3the documents listed in Schedule 5 (Tender Clarification
Documents);
5.1.4all other Schedules attached to these Conditions of
Contract, except the Schedule listed at Clauses 5.1.3 and
5.1.5;
5.1.5Schedule 8 (Contractor’s Tender); and
5.1.6the Councils Contract Procedure Rules.
6.WARRANTIES AND REPRESENTATIONS
6.1The Contractor warrants, represents and undertakes that:
6.1.1it has the full capacity, it has taken all steps and obtained all approvals to enable it to lawfully enter into and perform its obligations under thisContract;
6.1.2this Contract is executed by duly authorised representatives of the Contractor;
6.1.3there are no actions, proceedings or regulatory investigations pending or threatened against or affecting the Contractor before any Court, Regulatory Body or Mediation Tribunal which may affect the ability of the Contractorto meet and carry out its obligations under this Contract;
6.1.4there are no material facts or circumstances in relation to the financial position or operational constitution of the Contractor which have not been fully and fairly disclosed to the Council and which if disclosed might reasonably be expected to affectthe decision of the Council to enter into thisContract with the Contractor;
6.1.5it will perform and procure the performance of its obligations under this Contractin compliance with all Applicable Laws;
6.1.6it holds and will continue to hold, all consents and regulatory approvals necessary to provide the Services;
6.1.7it shall discharge its obligations under this Contractusing personnel of the required skill, experience and qualifications and the personnel will deliver the Services with all due skill, care and diligence; and
6.1.8all information that it provides in respect of the delivery of the Services (save for information which originated fromthe Council) shall in all material respects be accurate, complete and not be misleading in any way.
6.2The Contractor warrants that to the best of its knowledge, information and belief (after having made appropriate enquiries, checks and registrations), at the Commencement Date there are no individuals working or involved in the delivery of the Services(in any capacity), whether as employer, employee or volunteer whom the Contractor would be required under this Contractto remove from the delivery of the Services.
7.COMPLIANCE WITH APPLICABLE LAW AND CHANGE IN LAW
Change in Law or policy affecting the Contractor
7.1The Contractor shall (at no additional cost to the Council) maintain such records as are necessary pursuant to Applicable Laws and shall promptly on request make them available for inspection by any relevant Authority that is entitled to inspect them and by the Councilor its Authorised Officer.
7.2The Contractor shall monitor and shall keep the Council informed in writing of any changes in Applicable Law (except anyCouncil Legislative Change) which may have an impact on the Services.
7.3The Contractor shall consult with the Council (and wherever possible shall agree with the Council) on the manner, form and timing of changes it proposes to make to meet any change in Applicable Law where it would have an impact on the Services. The Contractorshall not implement any change which would have an adverse effect on the Contractor's ability to provide the Serviceswithout the Council’s prior written consent.
7.4The Contractor shall neither be relieved of its obligations to supply the Services in accordance with the terms of this Contract, nor be entitled to an increase in the charges, as the result of a change in Law affecting the Contractor.
7.5Any change in Applicable Law which impacts any of the Services shall be agreed and documented.
7.6Without prejudice to this Clause, the Contractor shall use all reasonable endeavours to minimise any disruption caused by any change in Applicable Law that is introduced.
Change in Law or policy affecting the Council
7.7The Council shall be responsible for notifying the Contractor of any change to thisContractor the Services required as a result of any change in Law or policy affecting the Council during the ContractTerm (a "Council Legislative Change"). The Parties shall take such steps as are necessary to modify this Contractor the Servicesto reflect any such required changes.
7.8Where the Parties fail to agree to a modification of this Contractor the Services following a Council Legislative Change, or where in the reasonable opinion of the Councila Council Legislative Change materially affects either Partiesability to continue to perform its obligations under this Contract, the Council shall serve notice on the Contractor terminating this Contract.
8.PROVISION OF THE SERVICES
8.1Schedule 3 (Service Specification) sets out the scope of the Serviceswhich are to be delivered to the Council by the Contractor under the terms of this Contract.
8.2The Contractor:
8.2.1will provide the Services in accordance with Schedule 3 and act with all reasonable skill, prudence and foresight and in accordance with the provisions of the Contract, all applicable Laws, Good Industry Practice, the Quality Standard and all reasonable instructions of the Authorised Officer, acting in good faith and in accordance with the Contract;
8.2.2will obtain, maintain and comply with all Consents;
8.2.3will allocate sufficient resources to deliver the Services in accordance with the terms of this Contract;
8.2.4will ensure that any of the Contractor's Personnel who are engaged in the delivery of any of the Services shall, (if required by the Council) attend such meetings at the premises of the Council(or elsewhere) as may be reasonably required by the Council;
8.2.5will provide such reasonable co-operation and information in relation to the Services to such of the Council’s other Contractors or agents of the Councilas the Council may reasonably require for the purposes of enabling any such person to create and maintain any interfaces that the Council may reasonably require;
8.2.6shall provide all the equipment that is necessary for the
delivery of the Services and shall maintain all items of
equipment necessary for the delivery of the Servicesin a
safe, serviceable and clean condition. Any equipment that
is to be provided by the Council or any Service User shall
be listed in the Service Specification at Schedule 3;
8.2.7shall not deliver any equipment nor begin any work in
Council Premises without obtaining prior approval from the
Authorised Officer;
8.2.8shall take appropriate steps to ensure that neither the
Contractor nor any of its Representatives is placed in a position where, (in the reasonable opinion of the Council), there is, or may be an actual conflict, or a potential conflict between the pecuniary or personal interests of the Contractor and the duties it owes to the Council under the provisions of the Contract. The Contractor will disclose to the Council full particulars of any such conflict of interest that may arise;
8.2.9shall maintain accreditation with any relevant Quality Standards Accreditation Bodies throughout the Contract Period; and
8.2.10shall take reasonable care to ensure that in the execution of the Contract he does not disrupt the operations of the Council, its Employees or any other Contractor employed by the Council.
Complaints Procedure
8.3The Contractorshalldraw up a complaints procedure (if it has not already got one) and shall operate it from the Commencement Date and shall provide the Council with a copy. The system dealing with complaints and the steps taken by the Contractor to deal with any complaints in relation to the delivery of the Services shall be made available upon request to the Authorised Officer for review.
8.4The Contractors complaints procedurewill comply with the requirements of any Regulatory Body to which the Contractor is subject, including any changes in such requirements, or shall be approved by the Council(and the Council must not be unreasonable or delay in giving its approval).
8.5The Contractor shall immediately investigate any complaint it receives in relation to the delivery of the Services and take appropriate corrective action.
- CONTINGENCIES AND INABILITY TO PERFORM
9.1The Contractor shall (as soon as practicable and at least within forty-eight [48] hours) notify the AuthorisedOfficer of any issue which might prejudice the Contractor’s ability to deliver the Services(whether temporarily or permanently).
9.2Subject to Clause39 (Force Majeure), where the Contractoris unable to perform any of its obligations under this Contract then the Council mayemploy another Contractor to provide that part of the Services and recover the additional costs (if any) reasonably and properly incurred by the Council in doing so from the Contractor.
9.3This Contract does not prevent the Councilfrom instructing another Contractor to undertake any part of the Service, in particular where the Contractor is unable to respond for any reason, or the Councilis entitled to suspend the delivery of the Servicesby the Contractor in accordance with this Contract.
10.NECESSARY CONSENTS
The Contractor shall ensure that all Necessary Consents are in place to provide the Services and the Council will not (unless otherwise agreed) be liable to meet any additional costs associated with enabling the Contractor to obtain, maintain or comply with the same.
11.CONTRACTOR’S PERSONNEL
11.1The Contractor shall provide sufficient management and supervisory
staff to ensure that its Personnel:
11.1.1properly perform their duties in accordance with the Service
Specification;
11.1.2are sufficiently trained and instructed with regard to all
relevant policies, rules, procedures and standards of the
Contractor;