DATED 201[ ]
MILTON KEYNES COUNCIL
and
[ ]
CONTRACT FOR SERVICES
for the provision of
[ ] Services
Legal Services
Milton Keynes Council
1 Saxon Gate
Central Milton Keynes
MK9 3EJ
Contract Particulars
1. Name of Contractor:
2. Commencement Date:
3. Expiry Date:
4. The Contractor Manager:
5. 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 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 CONTRACT dated the day of 201[ ] is between:
1. MILTON KEYNES COUNCIL whose principal place of business is Civic Offices, 1 Saxon Gate, Central Milton Keynes, Milton Keynes, MK9 3EJ, (the “Council”); and
2. [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
1.1 Clause, Schedule and Paragraph headings shall not affect the interpretation of this Contract;
1.2 The 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;
1.3 A reference to a Company shall include any Company, Corporation or other body corporate, wherever and however incorporated or established;
1.4 Words in the singular shall include the plural and vice versa;
1.5 A reference to one gender shall include a reference to the other gender;
1.6 The words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”;
1.7 Any 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;
1.8 A 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;
1.9 A reference to writing or written includes faxes but does not include e-mail;
1.10 References 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;
1.11 If there is an inconsistency between the Clauses of the Contract or the Schedules, the provisions of the Clauses shall prevail;
1.12 Where the consent of a Party is required under this Contract then such consent shall not be unreasonably withheld or delayed; and
1.13 Under 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
2.1 Notwithstanding 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.
2.2 No later than three [3] months before the end of the Initial Contract Period (at the sole discretion of the Council) the Council may extend the Contract Period by a further period or periods of up to [ ] months by 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.
2.3 In 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.
2.4 On 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
4.1 On 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.
4.2 On 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.
4.3 On 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.
4.4 Failure by the Contractor to comply with its obligations under this Clause may be regarded as a fundamental breach of this Contract.
5. CONTRACT DOCUMENTS
5.1 Where 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:
5.1.1 these Conditions of Contract;
5.1.2 Schedule 3 (Service Specification);
5.1.3 the documents listed in Schedule 5 (Tender Clarification
Documents);
5.1.4 all other Schedules attached to these Conditions of
Contract, except the Schedule listed at Clauses 5.1.3 and
5.1.5;
5.1.5 Schedule 8 (Contractor’s Tender); and
5.1.6 the Councils Contract Procedure Rules.
6. WARRANTIES AND REPRESENTATIONS
6.1 The Contractor warrants, represents and undertakes that:
6.1.1 it 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 this Contract;
6.1.2 this Contract is executed by duly authorised representatives of the Contractor;
6.1.3 there 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 Contractor to meet and carry out its obligations under this Contract;
6.1.4 there 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 affect the decision of the Council to enter into this Contract with the Contractor;
6.1.5 it will perform and procure the performance of its obligations under this Contract in compliance with all Applicable Laws;
6.1.6 it holds and will continue to hold, all consents and regulatory approvals necessary to provide the Services;
6.1.7 it shall discharge its obligations under this Contract using personnel of the required skill, experience and qualifications and the personnel will deliver the Services with all due skill, care and diligence; and
6.1.8 all information that it provides in respect of the delivery of the Services (save for information which originated from the Council) shall in all material respects be accurate, complete and not be misleading in any way.
6.2 The 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 Contract to remove from the delivery of the Services.
7. COMPLIANCE WITH APPLICABLE LAW AND CHANGE IN LAW
Change in Law or policy affecting the Contractor
7.1 The 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 Council or its Authorised Officer.
7.2 The Contractor shall monitor and shall keep the Council informed in writing of any changes in Applicable Law (except any Council Legislative Change) which may have an impact on the Services.
7.3 The 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 Contractor shall not implement any change which would have an adverse effect on the Contractor's ability to provide the Services without the Council’s prior written consent.
7.4 The 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.
7.5 Any change in Applicable Law which impacts any of the Services shall be agreed and documented.
7.6 Without 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
7.7 The Council shall be responsible for notifying the Contractor of any change to this Contract or the Services required as a result of any change in Law or policy affecting the Council during the Contract Term (a "Council Legislative Change"). The Parties shall take such steps as are necessary to modify this Contract or the Services to reflect any such required changes.
7.8 Where the Parties fail to agree to a modification of this Contract or the Services following a Council Legislative Change, or where in the reasonable opinion of the Council a Council Legislative Change materially affects either Parties ability to continue to perform its obligations under this Contract, the Council shall serve notice on the Contractor terminating this Contract.