DATED 2009
THE COUNCIL OF THE CITY OF MANCHESTER (1)
and
[ ] (2)
FRAMEWORK AGREEMENT RELATING TO
PROVISION OF TEMPORARY WORKERS
The City Solicitor
Town Hall
Manchester
M60 2LA
THIS AGREEMENT is made this day of 2009
BETWEEN
(1)THE COUNCIL OF THE CITY OF MANCHESTER of the Town Hall Albert Square Manchester M60 2LA ("the Council") and
(2)[ ](company registration number ] ]) whose registered office is ("the Contractor")
WHEREAS
The Council wishes to have provided temporary workers to meet the Council’s labour requirements from time to time and wishes to appoint the contractor on a non-exclusive basis to provide such services from time to time in accordance with this Framework Agreement
NOW IT IS HEREBY AGREED as follows:
1.Definitions and Interpretations
"Agreement " means this framework agreement entered into between the Council and the Contractor and comprising the Agreement Documents
"Agreement Documents" means the documents comprising this Agreement including these terms and conditions of agreement and all Schedules hereto,
“Period of Agreement” means the period from the Commencement Date until the 31st March 2010 and any extension period pursuant to clause 2.2 hereof,
“Appropriately Skilled” means Temporary Workers who have attained the necessary qualifications (and/or where appropriate holds a current practising certificate and membership of professional bodies) and has the requisite level of employment experience to evidence their skills which must be supported by reference/qualification checks undertaken by the Contractor prior to submission of that Temporary Worker to the Council for the requisite Placement
“Commencement Date” means the 17th November 2008
“Confirmation of Availability” means confirmation by the Contractor electronically or by fax of Temporary Workers available for a Placement including a Curriculum Vitae for those job roles for which the Council reserves the right to interview as detailed on the Job Profiles (or breakdown thereof as agreed by the parties to this Agreement)
“Confirmation of Order” means confirmation by the Contractor electronically or by fax that a valid Purchase Order has been received by the Contractor which confirms that the Temporary Worker shall commence work on the date and time agreed between the parties
“Council’s Representative” shall be the Head of Corporate Personnel (or such individual(s) nominated by him from time to time to act on the Council’s behalf in respect of this Agreement).
“Council’s Requirements” means the description of the Council’s requirements set out in the Job Profiles and/or any other Council requirements pursuant to this Agreement
“Consents” means all permissions, consents, approvals, certificates, permits, licence, statutory agreements and authorisations required by Law, and all necessary consents and agreements from any third parties needed to carry out any Services relating to a Placement
“Contractor’s Representative” means the person named in or nominated pursuant to clause 3 in respect of the Contractor.
“DPA” means the Data Protection Act 1998 and any subordinate legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.
“Environmental Information Regulations” means the Environmental Information Regulations 2004.
“FOIA” means the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.
“Framework Rates” means the Contractor’s prices and/or rates for the performance of the Services as set out in Schedule 3
“Framework Objectives” means the general obligations under this Agreement specified in clause 4.1
“Good Industry Practice” means using standards, practices, methods and procedures conforming to the Law and exercising that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person undertaking the same or similar services in a similar type of undertaking under the same or similar circumstances
“Implementation Period” means the period of six months fromthe Commencement Date
“Intellectual Property Rights” means the intellectual property rights (including but not limited to copyright and design rights) which (or the subject matter of which) is created, brought into existence acquired, used or intended to be used by the Contractor or by other 3rd parties (for the use by or on behalf of or for the benefit of the Contractor) for the purpose of the Services and/or to facilitate provision by the Contractor of Temporary Workers to fulfil a Placement(s) or otherwise for the purposes of this Agreement
“Initial Placement Term” means the initial term of a Placement set out on the Purchase Order
“Job Profile” means the Council’s job profiles set out in Schedule 2
“Key Performance Indicators”/”KPI’s” means the indicators relating to the Services set out in Schedule 4 as amended or varied by the Council during the Implementation Period against which value for money and/or performance of the Contractor shall be measured by the Council
“Law” means:
(a)any applicable statute or proclamation or any delegated or subordinate legislation;
(b)any enforceable community right within the meaning of section2(1) European Communities Act 1972
(c)any applicable guidance, direction or determination with which the Contractors is bound to comply to the extent that the same are published and publicly available or the existence or the contents of them have been notified to the Contractor and
(d)any applicable judgement of a relevant court of law which change binding precedent in England and Wales in each case in force in England and Wales
“Parties” means the Council and the Contractor
“Placement” means any temporary provision of labour by the Contractor utilising a Temporary Worker in accordance with the Job Profiles set out in Schedule 2 (as amended and added to from time to time by the Council) required by the Council from time to time and/or pursuant to this Agreement
“Proprietary Material”means all drawings, details, plans, specifications, schedules, reports, calculations and other work (and the designs contained within them) prepared or to be prepared by a Temporary Worker in connection with a Placement
“Purchase Order” means an order substantially in the form attached at Schedule 1 (as may be amended by the Council from time to time) issued by the Council from time to time to the Contractor to provide the Services or any part of them
“Rapid Response Temporary Workers” means a Temporary Worker supplied to the Council by the Contractor by oral instruction of not less than 1 hours notice which shall include, (but shall not be limited to the following:
(a)Such Temporary Workers notified to the Contractor at the material time that are required outside of core working hours including but not limited to weekends and bank holidays
(b)Social Workers
(c)Care Managers and Care Workers
(d)Support Workers
(e)Events
(f)Security
(g)Catering Staff
“Sensitive Placements” meansany Placement to provide Services:
(a)exempt from the provisions of section 4(2) of the Rehabilitation of Offenders Act 1974 (exception) Order 1975
(b)relating to childcare/vulnerable adults sites
(c)in procurement offices
(d)dealing with sensitive business materials including personal and confidential data
(e)any other placement determined by the Council (exercising its absolute discretion) to be sensitive
“the Services” means the introduction, supply of or facilitating the supply of Temporary Workers to the Council and the discharge by the Contractor of any other task for the purpose of meeting the Council’s Requirements
“Temporary Worker” means an individual supplied by the Contractor to the Council in respect of a Placement whether that individual is an employee of the Contractor or is engaged by the Contractor under a contract for services
“the Act” means the Rehabilitation of Offenders Act 1974 and the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975 and the Rehabilitation of Offenders Act 1974 (Exceptions) (Amendment) (England and Wales) Order 2003 as amended
1.2Words importing the singular meaning shall include, where the context so admits, the plural meaning and vice versa.
- Commencement, Duration and Expiry of Agreement
- This Agreement shall continue for the Period of Agreement unless terminated earlier pursuant to clause 15 or any other provision of this Agreement
- The Period of Agreement may be extended by agreement between the Parties for a further period of up to 12 months
- Parties Representative
3.1The Council’s Representative and the Contractor’s Representative shall be those persons set out below or such other persons nominated in writing by each party from time to time or to act in the name of the party for the purposes of the Agreement:
In respect of the Council: the Head of Corporate Personnel or such person nominated by him to act from time to time
In respect of the Contractor: [ ] or such person nominated to act from time to time
4.Purpose and Conduct of the Parties
4.1The Parties agree that the following Framework Objectives are general objectives for the Parties and do not give rise to any individual rights in respect of Temporary Workers or any obligations on the Parties under this Agreement
(a)to develop a corporate approach to seeking Temporary Workers
(b)to promote best practice
(c)manage and reduce costs associated with the provision of Temporary Workers including developing other initiatives designed to secure cost benefits to the Council and reduce the level of reliance by the Council on Temporary Workers
(d)to identify areas requiring long term remedies where provision of Temporary Workers to a service area set out in the Job Profiles are anticipated to exceed the Initial Placement Term to support the Council in addressing/ labour shortages in service areas
(e)to develop openness and trust in a transparent information sharing environment
(f)to achieve the Council’s objectives as set out in the tender documents
(g)to prevent contact with and solicitation of work other than from the Council’s Representative
5.The Contractor’s Obligations
5.1The Contractor shall as and when required by the Council from time to time pursuant to this Agreement provide the Services which for the avoidance of doubt shall be on a non-exclusive basis
5.2The Contractor shall be responsible for the provision of Temporary Workers to carry out and complete the Placements:
(i)with the degree of skill and care and diligence to be expected of a properly qualified and competent Contractor experienced in the business of an employment agency in carrying out services of a similar standard, quality, size, scope, nature, complexity and value to the Services
(ii)in accordance with all relevant Law and Codes of Practice
(iii)in accordance with all Consents
(iv)in a manner which is not likely to be injurious to health or cause damage to property
(v)in accordance with Good Industry Practice
(vi)otherwise in accordance with this Agreement
5.3The Contractor shall throughout the Period of Agreement provide Temporary Workers who are skilled and experienced (or have relevant experience or where deemed applicable by the Council, the appropriate transferable skills) in the duties required of them in accordance with the Job Profiles and such additional requirements issued to the Contractor at the material time. The Contractor shall ensure that every such Temporary Worker is properly briefed regarding any Placement as well as qualified in accordance with the Job Profiles together with the requisite experience in equipment and materials required to facilitate the carrying out of their duties
5.4The Contractor shall carry out appropriate and sufficient checks to verify that all Temporary Workers have the necessary qualifications required to perform the services required as part of the Placement and satisfies the criteria specified in the Job Profile together with any additional requirements issued at the material time.
5.5The Contractor when engaging Temporary Workers to provide professional services to the Council shall obtain from the Temporary Worker proof of qualifications and membership of professional bodies prior to the commencement of the Placement and shall provide such written evidence thereof as the Council may reasonably require from time to time.
5.6 The Contractor (which for the avoidance of doubt does not include other parties acting for and/on the Contractor’s behalf and/or the Contractor’s group of companies) shall undertake all necessary CRB checks that are required in accordance with the Job Profile prior to the Placement and/or such enhanced CRB checks requested by the Council prior to the Placement, which as a minimum shall be undertaken on an annual basis.
5.7The Contractor shall ensure that Confirmation of Availabilities are received by the Council’s Representative in accordance with clauses 9.3 and 10.4
5.8The Contractor must ensure that Confirmation of Availability pursuant to clauses 9.3 and 10.4 contains a minimum of 2 employment references (which in the case of an assignment within a care environment must cover a five year employment history) one of which must be the last employer prior for which work was undertaken by the Temporary Worker through the Contractor or any other recruitment agency (unless such Temporary Worker has no previous employment history); and
5.8.1where the Temporary Worker has been placed with the Council within a 6 month period prior to commencement of a new Placement, references will not be a requirement of the Confirmation of Availability unless specifically requested by the Council’s Representative; and
5.8.2where the Temporary Worker has previously been placed with the Council in accordance with clause 5.8.1 above, the Contractor shall provide to the Council’s Representative contact details for the Temporary Workers previous Placement.
5.9The Contractor shall use reasonable endeavours to ensure that the Temporary Worker will exercise reasonable skill, care and diligence in the carrying out of the Placement(s) and shall issue to the Temporary Worker an induction pack in accordance with clause 5.10 and make the same an integral part of the Temporary Worker’s contract with the Contractor and/or the Contractors sub-contractors that the Temporary Worker shall be required to comply with all such standards, rules and procedures.
5.10Where the Temporary Worker has previously been placed by the Contractor with the Council and has been removed from a Placement pursuant to clause 8.3 and the Contractor has also received notification under clause 8.6, the Contractor shall not attempt to place the Temporary Worker with the Council
5.11The Contractor shall procure that the Temporary Worker will at all times during a Placement:
5.11.1be engaged by the Contractor under a contract of employment or a contract for services and the parties acknowledge that unless expressly agreed in writing (in accordance with clauses 9.10 and 9.12) by the Council there will be no relationship ofemployer/employeebetween the Council and the Temporary Worker
5.11.2be subject to the operational supervision and control of the Council such supervision and control will, subject to any relevant provision within this Agreement, be exercisable without restriction by the Council over the Temporary Worker for the purpose of the Council regulating the work undertaken by the Temporary Worker during the course of the Temporary Worker’s Placement; and
5.11.3(if an employee of the Contractor) be subject to the Contractor’s disciplinary and grievance rules and procedures and the Contractor shall be responsible for carrying out these procedures at all times during the Placement
5.12The Contractor shall ensure that the Temporary Worker enters into and signs the following:
(a)confidentiality undertaking in a form approved by the Council prior to commencement of the Placement
(b)an undertaking in a form approved by the Council, confirming that the Temporary Worker has read and accepted the Council’s policies in relation to Temporary Workers, such declaration to be countersigned by the Contractor as appropriate
5.13The Contractor shall pay each Temporary Worker on a weekly, fortnightly or monthly basis; such payment not being conditional upon the Contractor receiving payment from the Council in respect of the Services provided by the Contractor or the individual Temporary Worker during the course of the Placement(s)
5.14The Contractor shall inform the Council's Representative as soon as it becomes aware and confirm in writing any matter which could impair or delay the commencement or completion of any Placement or any part(s) thereof
5.15The Contractor shall at all times allow the Council's Representative and such persons as may from time to time be nominated by the Council's Representative on reasonable notice access to:
5.15.1 any offices, premises or other location of the Contractor for the purpose of inspecting records and documents in the possession, custody or control of the Contractor in connection with this Agreement subject to the Council giving reasonable notice to the Contractor
5.15.2 any personnel or agent of the Contractor for the purpose of interviewing such persons in connection with this Agreement
5.16The Contractor shall provide the Council with such management information as the Council may reasonably require from time to time and provide access to the same in electronic form which information shall include but not be limited to:
(a)Electronic Reports evidencing usage of Temporary Workers across all Council departments setting out weekly, monthly and total expenditure and weekly, monthly and total hours allocated for job roles
(b)Electronic Individual departmental reports evidencing usage of Temporary Workers for that department setting out weekly, monthly and total expenditure and weekly, monthly and total hours allocated for job roles
(c)Electronic individual managers reports evidencing usage of Temporary Workers setting out weekly monthly and total expenditure and weekly monthly and total hours allocated for job roles
(d)Any such other management information notified to the Contractor that is required in electronic form for the purpose of measuring key performance indicators as is reasonable or available
(e)Management information under this clause 5.16 shall be provided to the Council at such intervals notified to the Contractor during Period of Agreement and such management information shall not be unreasonably withheld
5.17The Contractor shall as may be reasonably required, liaise with and co-ordinate its activities with those of any contractor or other 3rd party employed directly or indirectly by the Council for purposes of this Agreement.