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Service Contract Short Form (value £50,000-£100,000)
05/01/07
(RBKC Crest) Royal Borough of Kensington and
Chelsea
Policy and Partnerships Unit
Town Hall
Hornton Street
London
W8 7NX
REQUEST FOR QUOTATION
PROVISION OF SERVICES TO IDENTIFY AND RESPOND
TO VICTIMS OF HUMAN TRAFFICKING
(SEPTEMBER 2011)
1. Request for Quotation
1.1. Summary
This invitation is for the submission of a quotation issued by the
Royal Borough of Kensington and Chelsea (the Council) for the
provision of services to identify and respond to the needs of
victims of human trafficking with the aim of assisting them out
of the trafficked and exploitative circumstances in which they
find themselves.
Subject to approval, the final contract may be let directly with
the preferred quotes with which the Council believes it will
obtain best value. Nothing contained in this document is
intended to create a contract between you and the Council.
These documents are being made available on the condition that
they are used solely in connection with this Request For
Quotation (RFQ), and no other purpose.
1.2. Scope
This RFQ will form part of an application to the ISEC
PREVENTION AND FIGHT AGAINST CRIME fund 2011 for a multi-
agency programme of work to tackle human trafficking in
Kensington and Chelsea and Westminster and in partnership
with a European Union partner – not yet identified at the time of
the RFQ. Any decision to let a contract based upon the
processes contained within this RFQ will be solely
determined by the successful outcome of the ISEC
application. All organisations who may wish to submit a
quotation should do so with the full knowledge that
should the application to the ISEC fund be unsuccessful
the Council will not let any contract for the provision of
these services.
The application to the ISEC fund to tackle human trafficking is
formed across two work streams:
Community engagement and awareness
raising, and
Victim support and enforcement
This RFQ concerns only the victim support work stream and a
separate RFQ will be undertaken for the Community
engagement and awareness raising work stream. An
organisation may submit separate RFQs for both work streams.
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Human trafficking is by its nature a hidden crime. Victims are
tricked, coerced or forced into travelling nationally and/or
internationally for the purposes of exploitation. Often they are
prevented from seeking support or help because of fear of
retribution against themselves or their families. Knowledge of
human trafficking, the issues, legal position and services that
can be of assistance is very limited among the general
population and those who may come into contact with trafficked
persons. This, together with the reluctance and fear of the
trafficked person speaking up and seeking help, contributes to
keep victims in exploitative circumstances and perpetuates a
climate in which human trafficking can persist.
The victim support and enforcement work stream of the ISEC
bid seeks to establish a new multi-agency team. This will
identify a voluntary sector provider with experience and skills in
working proactively with victims of human trafficking to work
with the Police SDC9 Human Exploitation and Organised Crime
unit as a distinct new service. The service will work across the
boroughs of Kensington and Chelsea and Westminster to:
take proactive, intelligence-led and victim-focussed
approach to identifying victims of human trafficking
engage with victims providing emotional support and
referral and advocacy services to ensure victims are able
to access the full range of services they require – legal
advice, housing, health services, psychological,
employment and training.
ensure clear links and coordination of activities with local
core services – Police, Council, RSLs and voluntary sector
providers
support SCD 9 officers in taking enforcement action
against perpetrators and organised criminal networks
where appropriate (with in the wishes and agreement of
the victim).
liaise with organisations and individuals and support
robust and safe transfer back to the victims home country
engage and work with EU Embassies based in Kensington
and Chelsea and Westminster to support them in
improving Embassy responses to victims of human
trafficking
This innovative approach to tackling human trafficking with see
for the first time in the EU a dedicated proactive team of police
and NGO staff working in an intelligence-led, victim centred way
to support victims of human trafficking.
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It is envisaged that the project will commence for 24 months
upon successful notification of EU funding from the ISEC fund
application.
The total estimated budget for this work stream is
approximately £45,000 per year of the project. IMPORTANT:
ISEC funding requires a 10% match funding commitment
in cash. Applicants should be able to meet this
commitment and this should be reflected as a separate
budget line in the Pricing Matrix at Appendix B
1.3. Structure of Documents
The Quotation documents are divided into 5 sections:
Instructions for Quote
Appendix A: Specification of Requirements
Appendix B: Pricing Matrix
Appendix C: References
Appendix D: Terms and Conditions
2. QUOTATION REQUIREMENTS
2.1. Conditions of Quotation
A supplier requiring clarification of the Quotation Request
must email the Council. The Primary Contact is
Stuart Priestley, Safer Kensington and Chelsea
Manager.
email address: stuart.priestley@rbkc.gov.uk
The Council will use reasonable endeavours to answer all written
enquiries prior to quotations being submitted. However, the
Council will not be bound to respond to any request for
clarification of the Quotation Requests which are received later
than 2 working days prior to the quotation submission date.
Quotation prices shall be in pounds sterling.
Quotations for the provision of services to identify and respond
to the needs of victims of human trafficking of human trafficking
shall remain valid for 12 months and fixed for 24 months/the
duration of the contract. A quotation expressed to be valid for a
shorter period may be rejected by the Council.
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Please refer to the attached letter on how to return quotation
documents. The quotation and relevant documents must be
received no later than 5 pm on 27 September sent via e-
mail to stuart.priestley@rbkc.gov.uk. Any quotation
received after this time will be rejected by the Council.
All information contained in the Quotation Request shall, subject
to paragraph 2.5 below be treated by the parties as confidential.
2.2. Costs and Expenses
The supplier is responsible for preparing all information
necessary for the preparation of its quotation and all costs,
expenses, and liabilities incurred shall be the responsibility of
the supplier. Further, it is the responsibility of the suppliers to
obtain for themselves, at their own expense, any additional
information necessary for the preparation of their quotation.
2.3. Alternative Quotations
Should the supplier consider that it could offer any advantage to
the Council, it may submit alternative quotations to the base
quotation required by the quotation documents and state the
technical and/or economic advantages of such alternative
quotations. Alternative quotations will not be considered,
however, unless the base quotation is fully or substantially
responsive to the requirements of the quotation request
documents.
2.4. Changes to RFQ
The Council reserves the right to make changes to the RFQ and
issue supplementary instructions at any time. Under no
circumstances shall the Council incur any liability in respect of
such events.
2.5. Freedom of Information Act
The Council is subject to the provisions of the Freedom of
Information Act 2000 and the Environmental Information
Regulations 2004 (FOI). If the supplier considers that any
information supplied by him is either commercially sensitive or
confidential in nature, this should be highlighted and the
reasons for its sensitivity given. In such cases the relevant
material will, in response to FOI requests, be examined in the
light of the exemptions provided for under FOI.
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Suppliers shall treat all information supplied by the Council in
connection with this RFQ as confidential. Information maybe
disclosed by suppliers insofar as is necessary for the
preparation, submission, and evaluation of quotes.
2.6. Specification of Requirements
The Specification describes the services and quality standards
required to identify and respond to victims of human trafficking.
The Supplier should detail in full their proposals as to how they
will provide the services as described in Appendix A. The
proposal should be in bullet points only and limited to two
pages.
2.7. Completion of the Price Schedule
Suppliers must fully complete the pricing schedule in Appendix
B. Any additional services the Supplier wishes to add to the
quotation must be highlighted in a separate matrix. Where
applicable, any maintenance or ongoing costs over the life of the
contract should also be identified and added into the final
contract price.
All prices submitted shall be in pounds sterling, excluding VAT.
Travel, delivery costs and any other expenses will also be
included in the price.
Unless otherwise stated, payment frequency will be in
accordance with the applicable contract terms
2.8. References
Please identify three reference sites and contacts where you
have provided similar services in Appendix C.
2.9. Terms & Conditions
The offer made by the supplier is intended to be made in strict
accordance with the terms and conditions in Appendix D.
The Council reserves the right not to accept “conditional
quotations”.
The Supplier must confirm they adhere to the terms and
conditions provided.
2.10. Evaluation and Comparison of Quotations
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The Council does not bind itself to accept the lowest or any
Quote.
Subject to the above the Council will award the contract on the
basis of the most economically advantageous tender which will
be awarded to the supplier whose quotation has been
determined by the Council to demonstrate the best value (40%)
and means of delivery (60%).
The quotation with the lowest total price for the service will
automatically be awarded 40 marks. Thereafter each other
quotation is compared against the lowest priced tender in
accordance with the following formula:
[A ÷ B] × C = X
where:
A = the lowest submitted price of all quotations
B = price submitted by organisation
C = the maximum points available, ie 40
X = the adjusted score for Price
A worked example of this formula is provided below:
The following hypothetical prices are submitted by 3 providers:
Quotation 1 = £40,000, Quotation 2 = £45,000 & Quotation 3 =
£49,000,
Therefore:
Quotation 1 is awarded maximum points available, i.e. 40 points
Quotation 2 allotted points calculated by using tender 1 price
submission as a benchmark:
Quotation 2 Allotted Points = (Quotation 1 Price/ Quotation 2
Price) x Max. points available
= (£40,000/£45,000) x 40
= 35.56
Quotation 3 allotted points calculated in similar fashion to
Tender 2:
Quotation 3 Allotted Points = (Quotation 1 Price/ Quotation 3
Price) x Max. points available
= (£40,000/£49,000) x 40
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= 32.65
Utilising the lowest submitted price as a baseline ensures that
Quotations are not penalised for submitting a price which may
be marginally higher than the lowest submitted Quotation.
The means of delivery assessment (60%) is detailed in
APPENDIX A Specification Requirements
APPENDIX A – Specification of Requirements
See Separate document
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APPENDIX B – Pricing Matrix
Costs (£)
Activity Resource
Staff Other Total
Total:
Notes
1. The expenditure included should relate to activities specifically undertaken to achieve the
outcomes and targets detailed in the service specification.
2. Please round all expenditure to the nearest £.
3. A rough example of how to complete the pricing matrix is set out below. All expenditure
relating to achieving the outcomes should be recorded. Expenditure should be matched to
activities with a brief explanation of the resources used.
Activity Resource Used Costs (£)
Staff Other Total
Project administration Staff – 91.25 days 5,000 - 5,000
Three community food Nutritionist – 6 days 600 500 1,100
programmes Venue hire / equipment
Training 10 sports coaches Cost of training course - 2,500 2,500
and qualifications
Total: 5,600 3,000 8,600
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APPENDIX C – Reference sites
Organisation:
Address:
Contract Name:
Telephone No:
E-mail Address:
Approximate Value:
Organisation:
Address:
Contract Name:
Telephone No:
E-mail Address:
Approximate Value:
Organisation:
Address:
Contract Name:
Telephone No:
E-mail Address:
Approximate Value:
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APPENDIX D – Terms and Conditions
DATED 20[ ]
ROYAL BOROUGH OF KENSINGTON & CHELSEA (1)
and
[insert company/partnership or sole trader’s name1] (2)
CONTRACT FOR SERVICES*
*These terms may need to be amended depending on the type of services
provided. They are intended for service contract with a value range from
£50,000 to £100,000/£150,000
ROYAL BOROUGH OF KENSINGTON & CHELSEA
TOWN HALL
HORNTON STREET
LONDON
W8 7NX
1 Contractor’s full legal title must be stated
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THIS AGREEMENT is made this [insert day] day of [insert month]2 20[year]
BETWEEN
(1) THE ROYAL BOROUGH OF KENSINGTON AND CHELSEA of the Town Hall,
Hornton Street, London, W8 7NX (the “Council”); and
(2) [insert company, partnership or sole trader name] (company number: [insert
here if applicable]) whose registered address [insert registered address if a
company or partnership/sole trade address]3(the “Contractor”).
IT IS AGREED AS FOLLOWS:
1. In this Contract unless the context shall otherwise require the following words and
expressions shall have the following meanings:-
“the Commencement Date” means the […..] day of [month] [year]4;
“Contract Year” means a 12 month period.The first Contract Year is a
period of 12 months from the Commencement Date;
“the Contract Price” means the contract price set out in the Schedule ;
“Intellectual Property Rights ” means any means patents, trademarks, service
marks, design rights, copyright, know-how, rights in
databases, domain names and all other industrial or
intellectual property rights (whether registered or not)
and all applications to register any of the same.
“Force Majeure” means any event or occurrence which is outside the
reasonable control of the Party concerned, and which
is not attributable to any act or failure to take
preventative action by the Party concerned, including
2 To complete
3 To enter contractor’s full details
4 To complete
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(but not limited to) governmental regulations, fire,
flood, or any disaster but does not include any
industrial action.
“Party” means a party to the Contract and “Parties” shall be
construed accordingly.
“Good Industry Practice ” means the degree of skill, care, prudence and
foresight and operating practice which would
reasonably and ordinarily be expected from time to
time of a skilled and experienced operator (engaged
in the same type of undertaking as that of the
Contractor) or any sub-contractor (as the case may
be) under the same of similar circumstances
“the Responsible Officers” means the two people elected by and who work for
the respective parties who have been elected to
make decisions relating to this Contract; and
“the Services” means the services defined in the Schedule .
2. COMMENCEMENT AND DURATION
2.1 This Contract shall start on the Commencement Date and shall continue until
the […] day of [month] [year]5 or until terminated in accordance with clause
7.
2.2 Subject to satisfactory performance by the Contractor, the Council may wish
to extend the Contract for a further period of up to [ ]6 year(s). The Council
may approach the Contractor if it wishes to do so at any time before Contract
5 To complete
6 Insert period. This should not be excessively long, the norm is 1 – 2 years. Please note that generally where the value
of the extension is greater than the Key Decision threshold a Key Decision will be required to extend the contract.
Version 1 – August 2011
expiry. The clauses in the Contract will apply throughout any such extended
period unless otherwise stated to the contrary.
2.3 The Council may terminate this Contract at any time by [x] months’ written
notice following the end of the [x] Contract Year.
2.4 [The Contractor acknowledges that the Council will not be obliged to
commission any particular volume of Services and reserves the right to place
contracts for those Services with other suppliers]7
3. THE CONTRACTORS’ OBLIGATIONS
3.1 The Contractor shall provide the Services in accordance with the Council’s
requirements as set out in the Schedule and the terms of this Contract.
3.2 Unless otherwise stated in the Schedule the Contractor shall provide all
necessary equipment, apparatus and facilities to undertake the Service and
shall:
3.2.1 ensure that any equipment, apparatus and materials are suitable for
the Services
3.2.2 make its own arrangements for insurance of any equipment,
apparatus and materials kept on Council premises.
3.3 In providing the Services the Contractor shall ensure that it is complying with
all applicable law and with Good Industry Practice
3.4 The Contractor shall provide monthly invoices in respect of Services
undertaken under this Contract.
3.5 The Contractor shall provide quarterly reports in accordance with the details
set out in the Schedule .
7 delete if not applicable
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3.6 The Contractor acknowledges that the total consideration paid to it by the
Council under this Contract shall not exceed the Contract Price. The fact that
a provision does not state that the Contractor must perform the obligations at
no additional charge shall not be taken as implying that the Contractor may
charge for complying with the obligation.
3.7 The Contractor shall take appropriate steps to ensure that neither the
Contractor nor any employee, servant, agent, supplier or sub-contractor is
placed in a position where there is or may be an actual conflict, or a potential
conflict, between the pecuniary or personal interests of the Contractor or such
persons and the duties owed to the Council under the provisions of the
Contract. The Contractor will disclose to the Council full particulars of any
such conflict of interest which may arise.
3.8 The Contractor shall take all reasonable steps, in accordance with Good
Industry Practice, to prevent any fraudulent, dishonest or corrupt activity by its
staff, the Contractor (including its shareholders, members, directors) and/or
any of the Contractor’s suppliers, in connection with the receipt of monies
from the Council. The Contractor shall notify the Council immediately if it has
reason to suspect that any fraud, dishonesty or corrupt practice has occurred
or is occurring or is likely to occur. The Council reserves the right to terminate
the contract where fraud, dishonesty or corrupt practice has been identified.
3.9 The Contractor shall assist the Council by providing any relevant information
and reasonable assistance in connection with any legal proceedings in which
the Council has an interest relating to this Contract.
4. THE COUNCIL’S OBLIGATIONS
4.1 In consideration of the Services provided by the Contractor under this
Contract:
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4.1.1 the Council shall upon the receipt of a monthly invoice and in
accordance with clause 4.1.2 make the monthly payment to the
Contractor, subject to the Contractor having complied with their
obligations under the Contract; and
4.1.2 upon receipt of the monthly invoices the Council shall make the
monthly payment under clause 4.1.1 within 30 days.
5. THE RESPONSIBLE OFFICERS
5.1 The Contractor shall notify the other in writing the name of its Responsible
Officer within 14 days of the date of the start of the Contract.
5.2 The Council’s Responsible Officer is [insert name and position here]8.
6. REVIEW MEETINGS
6.1 The Responsible Officers shall be responsible for organising meetings to take
place on an agreed basis, at which they shall review the provision of the
Services and at which other representatives of the Council and the Contractor
may attend when the matters to be discussed warrant their attendance.
7. TERMINATION
Change of control, insolvency and default
7.1 The Council may terminate the Contract by notice in writing with immediate
effect where:
8 Please insert full details.
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(a) the Contractor undergoes a change of control, within the meaning of
section 416 of the Income and Corporation Taxes Act 1988, which
impacts adversely and materially on the performance of the Contract;
or
(b) the Contractor is an individual or a firm and a petition is presented for
the Contractor’s bankruptcy, or a criminal bankruptcy order is made
against the Contractor or any partner in the firm, or the Contractor or
any partner in the firm makes any composition or arrangement with or
for the benefit of creditors, or makes any conveyance or assignment
for the benefit of creditors, or if an administrator is appointed to
manage the Contractor’s or firm’s affairs; or
(c) the Contractor is a company, if the company passes a resolution for
winding up or dissolution (otherwise than for the purposes of and
followed by an amalgamation or reconstruction) or an application is
made for, or any meeting of its directors or members resolves to make
an application for an administration order in relation to it or any party
gives or files notice of intention to appoint an administrator of it or such
an administrator is appointed, or the court makes a winding-up order,
or the company makes a composition or arrangement with its creditors,
or an administrative receiver, receiver, manager or supervisor is
appointed by a creditor or by the court, or possession is taken of any of
its property under the terms of a fixed or floating charge; or
(d) where the Contractor is unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986; or
(e) any similar event occurs under the law of any other jurisdiction.
(f) There is a material or substantial breach of Contract by the Contractor
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7.2 The Council may only exercise its right under clause 7.1(a) within 3 months
after a change of control occurs and shall not be permitted to do so where it
has agreed in advance to the particular change of control that occurs. The
Contractor shall notify the Responsible Officer immediately when any change
of control occurs.
7.3 If the Contractor, being an individual, shall die or be adjudged incapable of
managing his or her affairs within the meaning of Part VII of the Mental Health
Act 1983, the Council shall be entitled to terminate the Contract by notice to
the Contractor or the Contractor’s Responsible Officer with immediate effect.
7A. FORCE MAJEURE
7A.1 Neither Party shall be liable to the other Party for any delay in or failure to
perform its obligations under the Contract (other than a payment of money) if
such delay or failure results from a Force Majeure event. Notwithstanding the
foregoing, each Party shall use all reasonable endeavours to continue to
perform its obligations hereunder for the duration of such Force Majeure
event. However, if any such event prevents either Party from performing all
of its obligations under the Contract for a period in excess of 6 Months, either
Party may terminate the Contract by notice in writing with immediate effect.
7B. DISPUTES
7B.1 The Council and the Contractor shall attempt in good faith to negotiate a
settlement to any dispute between them arising out of or in connection with
the Contract within [10] Working Days of either Party notifying the other of the
dispute such efforts shall involve the escalation of the dispute to the Director
level (or equivalent) of each Party.
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8. LIABILITY AND INDEMNITY
8.1 The Contractor shall accept full responsibility for and indemnify on demand
the Council, its staff, its agents and its other contractors against all liability for:
death and personal injury
loss or damage to property (including property belonging to the Council for
which it is responsible)
which may arise out of or in consequence of the performance or non
performance by the Contractor of its obligations under the Contract or the
presence on the Council’s property of the Contractor, a sub-contractor or any
of their employees or agents.
8.2 Where liabilities arise to the Council through the Contractors and or its sub-
contractors’ negligence and the Contractor and/or its sub-contractors and its
or their staff have merely contributed by their negligence to such a claim, the
Council will only rely on this indemnity to the extent of the Contractor’s or its
sub-contractors’ contributory negligence.
8.3 All other liability for all breaches or non-performance of this Contract by the
Contractor whether in contract, tort or otherwise shall be limited to x percent
(x) of the Contract Price payable by the Council during the twelve (12) months
in which the breach occurs.
8.4 The aggregate liability of the Council for liability arising from fraud or death or
injury to persons to the extent to which it arises as a result of its negligence,
there will be no limit
8.5 All other liability for all breaches or non-performance of this Contract by the
Council whether in contract, tort or otherwise shall be limited to in aggregate
for each Contract Year to £______________, except that this limitation shall
not apply to payment by the Council of the Contract Price
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8.6 The Council shall in no circumstances be liable to the Contractor under this
Contract for any indirect or consequential loss, loss of goodwill; or loss of
income arising from provision of the Services.
9. Defaults
9.1 If the Contractor fails to perform the Services in accordance with its
obligations under the Contract, the Responsible Officer shall have power
acting reasonably and without diminishing the rights of the Council:
to require the Contractor to repeat the Services not performed in accordance
with the Contract at no cost to the Council; or
to withhold payment for those Services not performed in accordance with the
Contract
to withhold payment and make arrangements for the Council to provide and
perform by its own or by the staff of another contractor the work and deduct
the extra cost incurred by the Council in so doing from any payment due to
the Contractor
10. INSURANCE
10.1 The Contractor shall maintain and ensure that its sub-contractors maintain
with a reputable insurance company previously notified in writing to the
Council the following minimum insurance arrangements:
Employer’s Liability - £10m (to comply with statutory requirements)
Public Liability - £5m (in respect of any one act or occurrence or series of acts
or occurrences in any one year)
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Professional Indemnity at least £_____________ in respect of cover in
respect of any one period of insurance.
Upon request by the Council the Contractor produce a copy of the policies
affecting the insurance referred to in this clause 9.1 together with
documentary evidence that such insurances are properly maintained. The
insurances shall contain an indemnity to principal clause to the satisfaction of
the Councils insurance officer.
10.2 For Professional Indemnity cover such insurance shall be maintained for a
minimum of 6 or 129 years following the expiration or earlier termination of the
Contract.
9A. INTELLECTUAL PROPERTY
9A.1 Where applicable all Intellectual Property Rights in any specifications,
instructions, plans, data, drawings, databases, patents, patterns, models,
designs or other material:
(a) furnished to or made available to the Contractor by the Council shall
remain the property of the Council;
(b) prepared by or for the Contractor for use, or intended use, in relation to
the performance of the Contract shall belong to the Council and the
Contractor shall not, and shall procure that the Contractor’s
employees, servants, agents, suppliers and sub-contractors shall not,
(except when necessary for the implementation of the Contract)
without prior approval, use or disclose any such Intellectual Property
Rights, or any other information (whether or not relevant to the
Contract) which the Contractor may obtain in performing the Contract
except information which is in the public domain.
9 Please note that if the agreement is to be signed as a contract, the statutory limitation period for bringing an action for
breach of contract is 6 years from the date on which the cause of action accrued. If the agreement is signed as a deed
however, the statutory limitation period is extended to 12 years after that date.
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11. DISCRIMINATION
11.1 The Contractor shall do all such things as from time to time may be
reasonably required by the Council from time to time to facilitate compliance
by the Council with:
section 71 of the Race Relations Act 1976 and the Race Relations
(Amendment) Act 2000
sub-section 49A and any specific duties imposed on the Council under sub-
section C of the Disability Discrimination Act 1995 and the Disability
Discrimination Act 2005
sub-section 76A-E Sex Discrimination Act 1976 and section 52 of the Equality
Act 2006.
11.2 The Contractor shall take all reasonable steps to secure the observance of
clause 10.1 by all servants, employees or agents of the Contractor and all
suppliers and sub-contractors employed in the execution of the Contract.
11.3 The Contractor shall provide such information as the Council may reasonably
request for the purpose of assessing the Contractors’ compliance with this
clause 10.
12. HEALTH AND SAFETY
12.1 The Contractor shall at all times comply with the requirements of the Health
and Safety at Work (Etc) Act 1974 and any other Acts, Regulations, Orders or
Rules of Law pertaining to health and safety.
13. ASSIGNMENT
13.1 The Contractor shall not assign or sub-contract the whole or any part of this
Contract without the prior written consent of the Council.
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14. GRATUITIES
14.1 The Contractor shall not, and shall ensure that its employees, subcontractors
and other agents shall not, solicit or accept any gratuity or other reward,
collection or charge in respect of any aspect of performance under this
Contract.
15. INTERPRETATION OF THE CONTRACT AND THE SCHEDULE
15.1 The Schedule shall be read as an integral part of the Contract, but if there is
any conflict between it and the body of the Contract, the terms in the body of
the Contract shall take precedence.
15.2 References to any statute ,order, regulation or other similar instrument shall
be construed as a reference to such statute , order, regulation or instrument
as amended or re-enacted by any subsequent statute , order regulation or
instrument.
16. AMENDMENTS TO THIS CONTRACT
16.1 Any variation to this Contract or the Services provided shall only be effective
if the Council and the Contractor have agreed to it in writing.
16.2 If the Council requires a change in the Service the Contractor shall provide a
change in costs estimate and shall use reasonable endeavours to minimise
any increase in costs and maximise any reductions in costs.
17. NOTICES
17.1 Any notices to be served by the parties upon each other shall be delivered by
hand, or sent by pre-paid recorded delivery, or fax to the addresses or fax
numbers set out below.
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17.2 A notice posted by first class pre-paid post shall be deemed to have been
served at 10am on the second working day after the date of posting unless
proved otherwise.
17.3 A notice sent by fax shall be deemed to have been served:
17.3.1 Two hours after being sent, if sent on a working day before 3pm; or
17.3.2 In any other case, at 10am on the working day after the date of
despatch.
17.4 Notices to be served upon the Council shall be addressed to [insert name,
position and Council address] or by fax to the number: [number]10
17.5 Any notice to be served on the Contractor shall be addressed to [insert
name, position and Contract address] or by fax to the number: [number]11
18. ENVIRONMENTAL PROTECTION
18.1 The Contractor shall in providing the Services observe good environmental
practice and shall comply with the Council’s environmental policy, any
relevant statutes, codes of practice and industry guidance and any
amendments or modifications thereof.
18.2 The Contractor shall ensure in its performance of the Services that where
ever possible it uses working methods, equipment, materials and
consumables which minimise environmental damage.
19. ACCESS TO RECORDS
19.1 The Contractor shall keep and maintain until 6 or 12 years12 after this
Contract has expired full and accurate records of the Contract and provide
access at all reasonable times to the auditors or other duly authorised staff or
10 Insert details of Council’s contact officer.
11 Insert details of Contractor’s contact officer
12 See footnote 8
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agents of the Council to inspect its accounts, financial systems and other
such documents as the Council considers necessary in connection with this
Contract.
20. DATA PROTECTION
20.1 The parties shall ensure that they at all times comply with the provisions and
obligations imposed by the Data Protection Act 1988 and the Data Protection
Principles together with any other subsequent re-enactment or amendment
thereof in storing and processing personal data, and all personal data
acquired by either party from the other shall be returned to the disclosing
party upon request. Both parties hereby acknowledge that performance of a
duty imposed by the Data Protection Act shall not constitute a breach of any
obligation in respect of confidentiality, which may be owed to the other party.
21. THIRD PARTY RIGHTS
21.1 Save as expressly provided in this Contract it is not intended that any party
who is not a party to this Contract shall have the right to enforce any of the
obligations rights or provisions contained in this Contract and any rights under
the Contracts (Rights of Third Parties) Act 1999 are hereby expressly
excluded.
22. FREEDOM OF INFORMATION
22.1 The parties confirm that disclosures required by the Freedom of Information
Act 2000 and the Environmental Information Regulations 2004 (the Acts),
shall be classed as a disclosure required by law and that any obligations of
confidentiality or commercial sensitivity do not apply.
22.2 The Contractor shall co-operate and assist the Council with disclosures under
the Acts as if it were under identical duties and the Council shall have the
right to determine the manner, timing and terms under which such disclosure
shall be made, save that nothing in this clause shall impose an obligation on
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either party to disclose information which it would be precluded from providing
under the said Acts.
21A. PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES
21A.1 Without prejudice to the Council’s obligations under the clause 21, neither
Party shall make any press announcements or publicise the Contract or any
part thereof in any way, except with the written consent of the other Party.
23. ENTIRE AGREEMENT
23.1 The Contract constitutes the entire agreement between the Parties relating to
the subject matter of the Contract. The Contract supersedes all prior
negotiations, representations and undertakings, whether written or oral,
except that this clause shall not exclude liability in respect of any fraudulent
misrepresentation.
24. SCOPE OF AGREEMENT
23.1 Nothing in the Contract shall be construed as creating a partnership, a contract
of employment or a relationship of principal and agent between the Council and
the Contractor.
25. [TUPE]
[check and add clause if required]
26. COUNCIL PREMISES [check and add this clause if required otherwise delete]
Any land or premises (including temporary buildings) to which the Contractor is
given access by the Council in connection with this Contract shall be used by the
Contractor solely for the purpose of performing this Contract. The Contractor shall
have the use of such land or premises as licensee and shall vacate the same upon
the termination or expiration of this Contract or at such earlier date as the Council
may determine.
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Unless otherwise stated in the Schedule the Council shall be responsible for
maintaining the security of its own land or premises in accordance with its standard
security requirements. The Contractor shall comply with all reasonable security
requirements of the Council or other landlord while on performing the contract on
others’ premises, and shall procure that all of its employees, agents and sub-
Contractors shall likewise comply with such requirements. The Council shall provide
the Contractor upon request, copies of its written security procedures and shall
afford the Contractor upon request with an opportunity to inspect its physical
security arrangements.
The Contractor's representatives, engaged within the boundaries of any of the
Council's land or premises, shall comply with such rules, regulations and
requirements as may be in force from time to time for the conduct of personnel when
on or outside such land or premises.
The Council reserves the right under this Contract to refuse to admit to any land or
premises occupied by or on behalf of the Council any person employed or engaged
by the Contractor, or by a sub-Contractor, whose admission would be, in the opinion
of the Authorised Officer, undesirable.
Where the Contractor is required to provide the Services outside working hours or in
premises which are not occupied by anyone other than the Contractor or where for
any reason the Contractor is required to hold keys for any premises the Contractor
shall be responsible for the security of the premises and shall without limitation to
the generality of this clause 17.6 ensure that premises are correctly locked, alarms
correctly set CCTV cameras or the like where installed are functioning and that all
other security devices are activated prior to vacating the premises each day.
Where the Contractor holds access keys to any of the Council’s premises it shall
ensure that such keys are safely stored when not in use and are only issued to
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those of its employees who are responsible and who need access to such keys and
whose names and addresses have been supplied to the Authorised Officer.
In the event that any access keys which the Contractor holds are lost or stolen the
Contractor shall immediately inform the Council of such loss or theft and shall fully
and completely indemnify the Council against any and all liabilities, costs and
expenses incurred by the Council a result of such loss or theft. [ If using this clause
the limitation of liability and indemnity clause will also need amending]
27. GOVERNING LAW
This Contract shall be governed by and construed in accordance with English Law
and the parties hereby submit to the exclusive jurisdiction of the English Courts.
28 ADDITIONAL CLAUSES.
Add additional clauses if required e.g staffing and CRB checks, data assurance, business
continuity from service contract ( long form)
IN WITNESS of which the Parties have executed this Contract as a Deed or Contract13
on the date set out at the beginning of this Contract.
C.
Signed: ………………………………………………………….
Name: ………………………………………………………….
D. Position held: ………………………………………………………….
13 The Council usually signs an agreement “as a deed” on the basis that the statutory limitation period for bringing an
action for breach of contract is extended. If an agreement is executed as a deed, the limitation period is extended from 6
years from the date on which the cause of action accrued (being the limitation period for contracts), until 12 years after
that date.
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Duly authorised on behalf of the Royal Borough of
E. Kensington and Chelsea
DIRECTOR ………………………………………………………
Print Name ……………………………………………………..
F. DIRECTOR/SECRETARY………………………………………………….
Print Name ……………………………………………………..
Duly Authorised on behalf of [insert company name]14
OR
DEEDS - THE COUNCIL’S SEAL
THE COMMON SEAL OF THE MAYOR )
AND BURGESSES OF THE ROYAL )
BOROUGH OF KENSINGTON AND )
CHELSEA was hereunto affixed )
in the presence of:- )
DEEDS - COMPANIES USING A SEAL
THE COMMON SEAL OF [COMPANY NAME]
was hereunto affixed to this Deed and delivered
in the presence of:
DIRECTOR ………………………………………………..
DIRECTOR/SECRETARY ……………………………………………….
14 If signing as a contract i.e. value is below £100,000 then this mode of signing the agreement must be used.
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DEEDS - LIMITED COMPANY [NO COMMON SEAL]
Signed as a DEED by
(Name of Company)………………………………………………………….
Registered Office……………………………………………………………..
Acting by a Director and its
Secretary or two Directors:
Director …………………………………………………………….. (signature)
Director/Secretary …………………………………………………. (signature)15
15 If over £100,000 the contract must be sealed as a Deed and therefore
should be done in accordance with these clauses, some companies do not
have seals but can sign the agreements as deeds and is indicated above. If
dealing with partnerships of individuals then there are replacement clauses
that can be found on the Intranet, please click on the link below.
http://teamareas/corporateservices/legal/Contracts/Model%20Execution%20and%20Attestation%20Clauses.doc
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SCHEDULE
The Specification
The Contract Price
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