Parking Enforcement Contract - Cambridge City

BOLTON METROPOLITAN BOROUGH COUNCIL

PROCUREMENT OF

PARKING ENFORCEMENT SERVICES

CONDITIONS

OF

CONTRACT

CONDITIONS OF CONTRACT

INDEX

CONDITIONS OF CONTRACT

1. DEFINITIONS

1.1In these Conditions and in the Contract, save where the context otherwise requires, the following expressions shall have the meanings hereby ascribed to them:

(a)"Authorised Officer "means the Head of Parking Services of the Council and any person who may subsequently be appointed by the Council to carry out all or any of the functions carried out by the Head of Parking Services under the Contract and any person duly appointed by the Council and notified in writing to the Contractor to be a deputy, assistant, representative or agent of such officer.

(b)"Commencementmeans the 4th September 2005

Date"

(c)"Conditions"means these Conditions of Contract and any variation thereof duly made in accordance with the provisions of Sub-Condition 2.3.

(d)"Contract"means the Agreement entered into between the Council and the Contractor embodying the Instructions for Tendering, Form of Tender and written acceptance thereof, Analysis of Tender Price, Form of Contract, Conditions of Contract, Specification, Appendices, Pricing Document, and Method Statements.

(e)"Contractmeans the representative of the Contractor

Manager"appointed pursuant to Condition 15.

(f)"Contractmeans the period as set out in Condition 4.

Period"

(g) "Contractor" means the person whose tender has been accepted by the Council and includes the Contractor’s personal representatives, successors and assigns consented to by the Council.

(h) "Council" means the Council of Bolton Metropolitan Borough Council, any successor Authority and any body to which all or part of the functions of the Council of Bolton Metropolitan Borough Council may lawfully be transferred, and any assigns.

(i)"Locations"means all premises and sites as detailed in the Specification and Appendices for the performance of the Services

.

(j)"Methodmeans the Method Statements submitted by the

Statements"Contractor, including subsequent amendments agreed by the Authorised Officer.

(k)"Plant"means the numbers and types of plant, vehicles, machinery, IT systems, equipment and accessories submitted by the Contractor at tender stage, including subsequent amendment to the numbers and types approved by the Council.

(l)“Pricing Document”means the Schedule of Rates upon which the Contractor’s tender was based and incorporates the rates and prices set out in the Form of Tender and Analysis of Tender Price.

(m)"Qualitymeans the formal documented policies,

Managementprocedures and systems that the Contractor will

System”use to ensure the provision of quality services in accordance with the Specification.

(n)“Services”means the Services to be performed by the Contractor in accordance with the terms of the Contract as set out in these Conditions and in the Specification, Appendices and Method Statements and any variation thereof or addition thereto under Condition 6.

(o)“Site”means a location at which the Services are or may be performed.

(p)"Specification"means the Specification referred to in the Form of Tender and any variation thereof as may, from time to time, be furnished or approved in writing by the Authorised Officer.

(q)"TUPE"means the Transfer of Undertakings (Protection of Employment) Regulations 1981.

(r)“4 - Weekly Sum”means the 4 - weekly sum payable in arrears by the Council to the Contractor for provision of the Services as detailed in the Specification.

.

(s)“Index”The rates and prices contained in the Pricing Document shall be reviewed on each anniversary of the Commencement Date (the “Review Date”) and shall be increased or reduced by a percentage equivalent to the percentage increase or reduction (if any) shown by the Retail Price Index since the Commencement Date and such increase or reduction shall take effect in respect of the twelve month period commencing on the Review Date.

1.2Words importing the singular also include the plural and vice-versa where the context requires.

1.3A reference to any EU Directive, Act of Parliament or to any Statutory Instrument or the like shall be deemed to include a reference to any amendment or re-enactment of the same.

1.4The headings in these Conditions shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof or of the Contract.

1.5All references to Conditions are references to Conditions numbered in these Conditions and not to any conditions in any other document forming part of the Contract.

2. CONTRACT DOCUMENTS

2.1Sufficiency of Information

The Contractor shall be deemed to have satisfied himself before submitting his tender as to the accuracy and sufficiency of the prices stated by him in his tender, which shall (except insofar as is otherwise provided in the Contract) cover all the Contractor’s obligations under the Contract and shall be deemed to have obtained for himself all necessary information as to risks, contingencies and any other

circumstances which might reasonably influence or affect the Contractor's Tender.

2.2Documents Mutually Explanatory

2.2.1Except 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.

2.2.2In the event of any inconsistency between these Conditions and any provision in any of the other Contract documents these Conditions shall prevail. The Council will not entertain claims for increases to the tendered rates and prices or for additional payments under the Contract when such claims are based on any such inconsistency.

2.3Variation of Conditions of Contract

2.3.1No omission from, addition to, or other variation of the Conditions, shall be valid or of any effect unless it is agreed in writing and signed by the Authorised Officer or such other officer as the Authorised Officer may in writing appoint and by the Contractor or a duly authorised representative of the Contractor.

2.3.2Save for an omission, addition or other variation agreed pursuant to Sub-Condition 2.3.1, any provision which is inconsistent with the Conditions and contained in any other document or any oral agreement shall be void and of no effect.

2.4Recovery of Sums Due to the Council

Whenever under the Contract any sum of money shall be recoverable from or payable by the Contractor to the Council the same may be deducted from any sum then due or which at any time thereafter may become due to the Contractor under the Contract or any other contract with the Council.

2.5Interest

2.5.1Where either the Council or the Contractor has a right under these Conditions to recover a sum due as a debt, interest shall accrue from the date the debt arises at a rate of 8% above the Bank of England Reference Rate.

2.5.2The rights of the parties under Sub-Condition 2.5.1 shall be without prejudice to any other rights or remedies which they may possess.

2.6British Standards

2.6.1Where an appropriate British Standard Specification or British Standard Code of Practice issued by the British Standards Institution is current, all goods and materials used or supplied and all workmanship shall as a minimum requirement be in accordance with that Standard or equivalent EU Standard without prejudice to any higher standard required by the

Contract documents.

2.6.2Where and to the extent that goods and materials used or supplied and all workmanship are not fully detailed or specified, all goods and

materials and all workmanship shall be of a standard appropriate to the

CContract and suitable for the purpose stated in or reasonably to be be

inferred from the CContract documents and shall be in accordance with

good practice.

3. AUTHORISED OFFICER

3.1 The functions, rights and powers conferred by the Contract upon the Council shall be exercised by the Authorised Officer. The Contractor shall in no circumstances question the existence or extent of the authority of any person notified by the Council to the Contractor to be the Authorised Officer.

3.2 The Authorised Officer will manage the Contract on behalf of the Council and monitor overall performance and quality and deal with any problems over the interpretation of the Contract documents on behalf of the Council.

4. CONTRACT PERIOD

4.1The Contractor shall provide the Services for a period of five ( 5 ) years from the Commencement Date and the Contract shall not be terminated by him or by the Council within that period save in accordance with the Conditions, provided that by agreement between the Council and the Contractor the Contract Period may be extended on the same terms and conditions as the Contract by a period not exceeding two ( 2 ) years duration.

5. CONTRACTOR’S OBLIGATIONS

5.1During the Contract Period the Contractor shall provide the Services in a proper, skilful and workmanlike manner, to the contract standard, in accordance with the Method Statements and the written instructions (other than instructions regarding work of an emergency nature which may be given verbally and shall subsequently be confirmed in writing by the Authorised Officer) and to the entire satisfaction of the Authorised Officer, provided always that a written instruction to provide the Services to the contract standard shall not be a variation within Condition 6 or otherwise.

5.2The Contractor shall provide all labour, plant, and everything necessary for the carrying out and satisfactory performance of the Services.

5.3Not used.

5.4The Contractor warrants that he has the capability to perform the Services proficiently and expeditiously and in accordance with the Contract.

5.5The Authorised Officer may arrange for tests to be carried out on any IT systems materials, goods or executed work. Should the tests show that any IT systems,materials or goods or executed work are not in accordance with the contract standard then the cost of such tests shall be deducted from any payments that may become due to the Contractor, or else become a debt due to the Council from the Contractor.

6. VARIATIONS TO THE SERVICES

6.1The Authorised Officer shall have power to issue instructions to the Contractor in writing requiring him to effect any variations to the Services and the Contractor shall be bound by and shall forthwith comply with such instructions. Such variations to the Services may include additions, omissions, substitutions, alterations, changes in quality, form, character, kind, position and dimension and changes in the specified sequence, method or timing.

6.2The valuation of variations referred to in Condition6.1 shall be ascertained by the Authorised Officer in accordance with the following rules:

6.2.1Where part of the Services are omitted from or cease to be provided under the Contract the rates and prices contained in the Pricing Document shall determine the valuation of that part of the Services omitted.

6.2.2Where the variation is of a similar character to and is executed under similar conditions to the Services, the rates and prices for the work contained in the Pricing Document, shall determine the valuation.

6.2.3 Where the variation is not of a similar character to or is not executed under similar conditions to the Services, the valuation shall be made at fair rates and prices having due regard where applicable to the rates and prices contained in the Pricing Document.

6.3Should the variations referred to in Sub-Condition 6.1 result in a permanent change to the volume of work as set out in the Pricing Document then the 4-Weekly Sum shall be adjusted to reflect this change, the adjustment and payment in respect thereof taking place at the earliest reasonable opportunity.

6.4If the Contractor shall carry out additional work, other than emergency work as instructed, without the written request of the Authorised Officer, the Contractor shall not submit a claim for, and the Council shall not be obliged to make any payment in respect of, such additional work.

7. APPLICATION FOR PAYMENT

7.1The Contractor shall within 14 days after the end of each 4 week period submit to the Authorised Officer an application for interim payment in respect of the Services performed during that 4 week period.

7.2Any payment made by the Council shall not prejudice the Council's right to subsequently dispute the amount applied for or paid or any part thereof and shall not constitute evidence of acceptance by the Council of the Contractor's satisfactory performance of any part of the Services.

8. CERTIFICATION AND MODE OF PAYMENT

8.1The Contractor shall, at intervals of not less than four weeks calculated from the Commencement Date, submit an application for interim payment, and the Authorised Officer shall, within fourteen days of receipt of such application, issue a certificate certifying a sum equal to 97% of the total of:-

a)in respect of that four week period a sum representing payments due in accordance with the rates in the Pricing Document;

b)in respect of the previous four week period where the Contractor has submitted an application for payment in accordance with Condition7, a sum representing the value of the work carried out, measured and valued in accordance with Condition 6;

c)deductions ascertained in accordance with Sub-Condition 24.2;

d)deductions ascertained in accordance with Sub-Condition 25.1;

e)deductions ascertained in accordance with Sub-Condition 26.2;

f)deductions ascertained in accordance with Sub-Condition 28.1; and

g)any other additions required by, or deductions, omissions, deletions, corrections or modifications authorised by these Conditions.

8.2The Council shall retain 3% of each amount certified as a retention to ensure that any termination of the Contract is successfully completed. The retention will be deposited in an interest bearing account with interest accruing to the Contractor, and payable to the Contractor on successful completion in accordance with Condition 40.

8.3If the Contractor shall fail to perform the Services or any part thereof in a proper skilful or workmanlike manner to the reasonable satisfaction of the Authorised Officer, or shall omit to perform the Services or any part thereof, the Authorised Officer shall ascertain the value of such default or omission in accordance with the Form of Tender and shall omit from the certificate the amount so ascertained and may for any reason which to him seems proper by any certificate delete, correct or modify any sum previously certified by him.

8.4Within twenty eight days of the issue of a certificate in accordance with Sub-Condition8.1 the Council or the Contractor as the case may be shall pay the amount certified.

8.5The rates and prices contained in the Pricing Document shall be reviewed on each anniversary of the Commencement Date (the “Review Date”) and shall be increased or reduced by a percentage equivalent to the percentage increase or reduction (if any) shown by the Retail Price Index since the Commencement Date and such increase or reduction shall take effect in respect of the twelve month period commencing on the relevant Review Date.

9. VALUE ADDED TAX

9.1Sums payable to the Contractor pursuant to the Contract are exclusive of Value Added Tax ("VAT").

9.2The Council shall pay to the Contractor in the manner hereinafter set out any VAT properly chargeable on the provision by the Contractor of the Services at the appropriate rate.

9.3Upon receipt of the certificate referred to in Sub-Condition 8.1 the Contractor shall provide to the Council a VAT invoice in respect of the amount certified as due to the Contractor, in accordance with Sub-Condition 9.4.

9.4The Contractor shall, as part of its VAT invoice referred to in Sub-Condition 9.3, notify the Council:

9.4.1which part or parts of such Services are exempt from VAT;

9.4.2which part or parts of such Services bear a zero rate of VAT;

9.4.3which part or parts of such Services bear a rate of VAT greater than zero in each case specifying the exact rate chargeable.

9.5If the Council objects to any part of the Contractor’s VAT invoice and such objection cannot be resolved by agreement between the parties, the Council may require the Contractor to refer to the Commissioners of Customs and Excise (hereinafter referred to as 'the Commissioners') any dispute, difference or question in relation to any of the matters specified in Section 83 of the Value Added Tax Act 1994 (hereinafter referred to as ‘the Act’).

9.6If the Contractor refers the matter to the Commissioners (whether or not under Sub-Condition 9.5) and the Council is dissatisfied with their decision on the matter, the Contractor shall, at the Council's request, refer the matter to a Value Added Tax Tribunal by way of appeal under Section 83 of the Act whether or not the Contractor is so dissatisfied. Should the Contractor be required to deposit a sum of money equal to all or part of the tax claimed under Section 84(2) of the Act, the Council shall pay an equivalent sum to the Contractor. The Council shall further reimburse the Contractor any costs and expenses reasonably and properly incurred in making any reference (less any costs awarded to the Contractor by the Tribunal).

9.7Upon the final adjudication by the Commissioners or, in the event of a reference to a Tribunal, the Council shall pay the amount of the VAT adjudged due to the Contractor. Should the amounts already paid by the Council either by way of payment of VAT or by way of reimbursement of any money required to be deposited by the Contractor with the Commissioners under Sub-Condition 9.6, exceed the VAT adjudged to be due, the Contractor shall immediately repay such excess to the Council.

9.8Notwithstanding any provision to the contrary in the Conditions the Council shall not be obliged to make any further payment to the Contractor if the Contractor is in breach of its obligations to provide the Council with a VAT invoice in accordance with Sub-Condition 9.3 provided that this Sub-Condition 9.8 shall only apply where the Council can show that it requires such VAT invoices to validate any claim for credit for VAT paid or payable which the Council is entitled to make to the Commissioners.