3rd June 2009
Invitation to Tender (ITT)
Cheshire Police Authority Substance Misuse Testing
Invitation to Tender
for
Substance Misuse Testing
3rd June 2009
Ref: CC HR 04/08
CC HR 04/08
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CONTENTS
1. Introductory Guidance
2. Instructions for Economic Operator Questionnaire and ITT Completion and
Submission
3. Communication, Enquiries and Clarifications
4. Form of Tender
5. Certificate of Bona Fide Tender
6. Background Information
7. Procurement Overview
8. Procurement Timetable
9. Economic Operator Questionnaire
10. Tender Award Criteria
11. Specification
12. Detailed Responses
13. Pricing Schedule
14. Contract Management and Monitoring
15. Confidentiality and Non Disclosure Agreement
16. Terms and Conditions
Appendix 1 – Home Office Circular 45/2005 (Police Amendment Regulations)
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1. Introductory Guidance
1.1. Please read this entire document before completing your Invitation to Tender
(ITT) response.
1.2. This ITT is for the provision of a Substance Misuse Testing service (hereinafter
“the Service”) to Cheshire Police Authority (the Authority).
1.3. The purpose of this ITT is to provide Tenderers with the opportunity to propose
an accurately priced solution for the provision of the Service in accordance with
the conditions within this document.
1.3.1. Any figures / quantities detailed within this ITT are indicative and
provided for guidance only.
1.4. The Authority is prepared to receive tenders for the Service as detailed within
this ITT and in accordance with the enclosed General Conditions of Contract.
Tenders that do not comply with these conditions may not be considered.
1.5. The Authority reserves the right to divide orders between more than one
contractor and to accept tenders for any or none of the items listed. The
Authority does not bind itself to accept the lowest or any tender.
1.6. The Authority will not be responsible for, or pay for, any expenses or losses
which may be incurred by any Tenderer in the preparation of their tender.
1.7. The issue of this ITT to Tenderers does not imply any representation by the
Authority as to the financial stability, technical competence, or ability in any way
to carry out the service of the Tenderer.
1.8. The Authority reserves the right to alter the timings of any of the evaluation
stages or to withdraw the ITT and any of the evaluation stages at any time.
1.9. The content of this ITT and any subsequent submissions shall remain
confidential and restricted only to those with a legitimate professional
requirement to access this information.
1.10. The Authority is subject to the Freedom of Information Act 2000 which provides
that all individuals have the right to any recorded information held by the
Authority unless covered by one of the 23 exemptions, which protect certain
information. Information must be provided within 20 working days of request.
Information held by the supplier relating to any contract with the Authority will be
subject to the Act in the same way as information held by the Authority.
2. Instructions for Economic Operator Questionnaire & ITT Completion &
Submission
2.1. ITT submissions shall be in accordance with and subject to the terms of these
instructions. The Authority may reject any response if it is late, if it does not fully
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comply with the stipulated requirements or if the behaviour of the supplier is
found to have been unethical in any way. These instructions are designed to
ensure that responses are submitted in the same manner and format which
helps to ensure that all suppliers are given equal and fair consideration. It is
important, therefore, that suppliers provide all the information asked for.
2.2. This ITT document is the property of the Authority. The information contained
herein is confidential to the Authority and shall not be copied or disclosed to any
third party without the written consent from the Authority. The information
contained herein shall only be disclosed to those of the supplier’s employees
who are directly involved in the response to this document.
2.3. The Contract Officer for this procurement is:
Rachel Laws
HR Contracts Manager
HR Department
Cheshire Constabulary HQ
Clemonds Hey
Oakmere Road
Winsford
Cheshire
CW7 2UA
Telephone:
01244 615989
E-mail:
rachel.laws@cheshire.pnn.police.uk
2.4. To help the completion of the ITT, responses should be inserted in the response
space provided following each specification heading; the response space given
should be expanded where required.
2.5. Please ensure that your response is well presented and is in an easy to read
format. Responses can be supported by any relevant illustrations maps or
charts. Please do not include general marketing or promotional material.
2.6. The overall quality and credibility of the responses will be scored and used as
part of the evaluation process.
2.7. Economic operators should answer all questions as accurately and concisely as
possible. Where a question is not relevant to the responder’s organisation, this
should be indicated, with an explanation.
2.8. The format of the Economic Operator Questionnaire (EOQ) MUST NOT be
altered. Economic operators should either type their response directly into the
spaces provided, or add a reference to indicate where the response can be
found. Supporting information should be presented in the same order and
should be referenced to the relevant question, with details of the name of the
economic operator and the reference number from the front of this ITT (CC HR
04/08). Any additional information should ideally be consolidated into a single
additional document for upload. If a single document is not possible, please
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consolidate into as few documents as possible, Information can also be added,
where appropriate, to the space provided within the questionnaire itself.
2.9. If necessary, a single “zipped” file will be accepted containing your response.
Multiple “zipped” files (e.g. a zipped file within a zipped file) must not be
submitted.
2.10. Questions should be answered in English.
2.11. The Authority reserves the right to reject as ineligible any incomplete
submissions or submissions which are guilty of misrepresentation in supplying
any information requested.
2.12. Other things being equal, preference will be given to tenders quoting firm prices
where possible.
2.13. Any statement of belief will be taken as a representation of fact.
2.14. Quotations comprising all of the documents requested MUST be submitted via
the Bluelight Portal www.bluelight.gov.uk using the My Response section. The
closing date / time for receipt of quotations is 12.00hrs 10th July 2009. You are
recommended to upload all documents and submit your quotation submissions
in sufficient time for it to reach the server prior to the closing date / time stated.
The server automatically time / date stamps all quotation submissions.
2.15. You are strongly recommended to commence your quotation submission
process within Bluelight at least 2 hours prior to the closing date and time. You
should bear in mind that depending on the file size of your documents for
upload, they may take some time to transfer and upload. In addition, allowing
this time will ensure if you have any technical difficulties, you are able to contact
the Strategic Procurement Unit on 01244 612231 or 2063 (for technical
difficulties only) in sufficient time to resolve the issue and facilitate your
submission prior to the deadline.
2.16. Your attached tender submissions should be in a file format capable of being
opened / read by either Microsoft Office 2003 applications or Adobe Acrobat.
2.17. The Authority does not undertake to consider responses received after that
time unless clear evidence of a malfunction can be proved with
www.bluelight.gov.uk or the Authority has agreed special arrangements with the
supplier(s) who are experiencing technical difficulties with their submission to
www.bluelight.gov.uk and have contacted the Strategic Procurement Unit
without delay and before the deadline has passed.
2.18. The Authority may request post tender clarifications which will be conducted
within www.bluelight.gov.uk
2.19. All contact with the Authority in relation to this tender should be made through
www.bluelight.gov.uk which includes any queries or questions.
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3. Communication, Enquiries & Clarifications
3.1. Contact should not be made with any member of the Authority, other than the
Strategic Procurement Unit, via www.bluelight.gov.uk regarding this tender, as
this may invalidate your bid.
3.2. Contact for technical difficulties ONLY: 01244 612063 or 2213
3.3. Any queries or questions in connection with this ITT MUST be submitted via the
“Q&A” option button within this ITT on www.bluelight.gov.uk
3.4. To allow information to be circulated to all parties, the deadline for questions /
queries is 12:00 hours on 26th June 2009
3.5. When submitting a question / query, please do not include any details
which will identify your organisation within the box containing your
question / query.
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4. Form of Tender
This document must be used when submitting a tender.
TO: The Chief Executive of Cheshire Police Authority
FOR: Provision of Substance Misuse Testing Services
Sir / Madam
I/We have received the following documents within this ITT and have included in the
Schedule of Prices for all requirements contained within them:Introductory Guidance
Instructions for Economic Operator Questionnaire and ITT Completion and Submission
Communications, Enquiries and Clarifications
Form of Tender
Certificate of Bona Fide Tender
Parent Company Guarantee (if applicable)
Background Information
Procurement Overview
Timetable
Economic Operator Questionnaire
Tender Evaluation Criteria
Specification
Detailed Responses
Pricing Schedule
Contract Management and Monitoring
Confidentiality and Non Disclosure Agreement
General Terms & Conditions of Contract
I/We agree that the aforementioned documents together with our submission documents
and our acceptance will form part of the Tender and any Contract Agreement.
I/We undertake to execute (if so required) a formal Agreement in a form to be prepared
by the Authority, and, if so required, to provide satisfactory sureties for the due
performance of the same.
I/We understand and accept that the estimated number of any services required stated
in the Memorandum of Information is indicative only and that NO VOLUME OR VALUE
of orders will be guaranteed in respect of this Contract.
I/We understand that the Authority is not bound to accept the lowest or any tender that
may be received.
I/We do certify that this is a bona fide Tender and that I/we have not fixed or adjusted the
amount of the Tender by or in accordance with any agreements with any other
person(s).
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I/We agree that this Tender shall be open for acceptance for a period of 6 months from
the last date quoted for submission of tenders.
I/We have not corrupted/amended any text whatsoever in this Tender.
Any agreement entered into with the Authority is subject to the overriding presumption
that the terms and conditions herein will prevail and that any conflicting terms in
subsequent documents will have no legal effect.
I/We also understand that it is a criminal offence, punishable by imprisonment, to give or
offer any gift or consideration whatsoever as to inducement or reward to any servant of a
public body and that any such action will empower the Authority to cancel any contract
currently in force and may result in my/our exclusion from the Authorities’ Approved List
of Firms to be invited to tender.
I/We the undersigned do hereby agree to carry out the fulfilment of the Contract on being
notified of the acceptance there of in whole or in part in accordance with the Authority’s
conditions of contract and all other documents attached which have been examined and
understood.
Unless a formal contract is prepared and executed this Tender together with the
Authority’s written acceptance of, the general conditions of contract and the specification
shall constitute a binding contract.
The prices included in the schedule are fixed until **********************
Company Name
Address -----------------------------------------------------------------------------------------------------------------------------------------------------------------------Telephone No -----------------------------------------------------------------------Facsimile -----------------------------------------------------------------------------E-Mail ---------------------------------------------------------------------------------Signed --------------------------------------------------------------------------------Print Name---------------------------------------------------------------------------Position in Company --------------------------------------------------------------Date ------------------------------------------------------------------------------------
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Electronic submission instructions: As this document is being submitted
electronically by upload via the ITT within www.bluelight.gov.uk the name of the
Director or other senior representative should be typed in the signature block and
will be accepted as their authorised signature in submitting this ITT.
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5. Certificate of Bona Fide Tender
We certify that this is a Bona Fide Tender and that we have not fixed or adjusted the
amount of the Tender by or under or in accordance with any agreement or arrangement
with any other person. We also certify that we have not at any time before the hours and
date specified for the return of the Tender done any of the following acts:(i)
Communicated to any person other than the person calling for the Tender the
amount or approximate amount of the proposed Tender, other than for obtaining
a quotation for an insurance premium, required for the purpose of the Tender.
(ii)
Entered into any agreement or arrangement with another person so that he shall
refrain from tendering or as to the amount of any Tender to be submitted.
(iii)
Offering, paying, giving or agreeing to pay or give consideration directly or
indirectly to any person having done or for doing, or caused to have done or for
doing in relation to another Tender or proposed Tender for the said work any act
or thing of the sort described above.
In this Certificate, the word ‘person’ includes any person, or body or association,
corporate or otherwise; and ‘any agreement or arrangements’ includes any such
transaction, formal or informal and whether legally binding or otherwise.
Signed _____________________________________________________________
Name ______________________________________________________________
Occupation/Profession _________________________________________________
For and on behalf of
___________________________________________________
Electronic submission instructions: As this document is being submitted
electronically by upload via the ITT within www.bluelight.gov.uk the name of the
Director or other senior representative should be typed in the signature block and
will be accepted as their authorised signature in submitting this ITT.
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PARENT COMPANY CONTRACT PERFORMANCE GUARANTEE
THIS AGREEMENT is made the
day of
-
BETWEEN:
(1)
[of] OR [whose registered office is at]
(‘the Guarantor’); and
(2)
of
(‘the Employer’, which term shall include its successors and assignees).
WHEREAS by an Agreement (‘the Contract’) dated
and made between the Employer of the one part and
(‘the Contractor’) of the other part, the Contractor undertook to perform certain services
(‘the Services’) in accordance with the terms and conditions of the Contract.
NOW THIS DEED WITNESSETH as follows:
1
.
2
3
The Guarantor hereby absolutely irrevocably and unconditionally guarantees
to the Employer the due and punctual performance by the Contractor of all the
obligations on the part of the Contractor under or pursuant to the Contract
(‘the Terms’) and (as a separate stipulation and as primary obligor) agrees
that if the Contractor shall in any respect commit any breach of or fail to fulfill
any of the Terms, then the Guarantor will forthwith perform and fulfill in place
of the Contractor each and every Term in respect of which the Contractor has
defaulted or which is unfulfilled by the Contractor. The Guarantor shall be
liable to the Employer for all losses, damages, expenses, liabilities, claims,
costs or proceedings which the Employer may suffer or incur by reason of the
said failure or breach
The Guarantor shall be, and continue to be, liable under this Agreement even
if the Contract is or becomes not binding on, or unenforceable against, the
Contractor, for any reason whatever. No alterations in the Contract or in the
Services, and no forbearance or forgiveness, nor any act, matter or thing
whatsoever except an express release by the Employer, shall in any way
release or reduce any liability of the Guarantor hereunder. References to the
Contract in this Agreement shall include all amendments, variations and
additions to it, whether made before or after the date hereof.
This guarantee shall remain in full force and effect until performance in full of
the Terms, notwithstanding:
(a)
the insolvency or liquidation of the Contractor, the Guarantor or any other
person;
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(b)
any disclaimer of the Contract by a liquidator of the Contractor; and/or
any feature of the Contract, the negotiations prior to the Contractor and the
Employer entering into the Contract, or the performance of the Contract, making
it ineffective or unenforceable.
4
Until the Terms have been unconditionally and irrevocably performed in full
the Guarantor shall not by virtue of any performance or payment made by it or
otherwise:
(a)
be subrogated to any rights, security or moneys held or received or
receivable by the Employer; or
(b)
be entitled to exercise any right of contribution from any co-surety in
respect of such performance and liabilities under any other guarantee, security or
agreement; or
(c)
exercise any right of set-off or counterclaim against the Contractor or any
such co-surety; or
(d)
receive, claim or have the benefit of any payment, distribution, security or
indemnity from the Contractor or any such co-surety; or
(e)
unless so directed by the Employer (when the Guarantor will prove, and
turn over any realisations to the Employer, in accordance with such directions)
claim as a creditor of the Contractor or any such co-surety in competition with the
Employer.
5
No delay or omission of the Employer in exercising any right, power or
privilege hereunder shall impair such right, power or privilege or be construed
as a waiver of such right, power or privilege nor shall any single or partial
exercise of any such right, power or privilege preclude any further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies of the Employer herein provided are cumulative and not exclusive of
any rights or remedies provided by law.
6
A waiver given or consent granted by the Employer under this guarantee will
be effective only if given in writing and then only in the instance and for the
purpose for which it is given.
7
(a) If at any time any one or more of the provisions of this guarantee is or
becomes invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions hereof shall not
be in any way affected or impaired thereby.
(b) As a separate and alternative stipulation the Guarantor unconditionally
and irrevocably agrees that any sum expressed to be payable by it or
obligation to be performed by it under this guarantee but which is for any
reason (whether or not now existing and whether or not now known or
becoming known to the Guarantor) not recoverable from or enforceable
against the Guarantor on the basis of a guarantee shall nevertheless be
recoverable from or enforceable against the Guarantor as if the Guarantor
were the sole principal debtor or obligor (where relevant).
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(a) Any notice, demand or other communication to be served under this
guarantee may be served upon the Guarantor only by posting by first class
post or delivering the same or sending the same by telex or facsimile
transmission to the Guarantor at its address, or telex or facsimile number
shown below:
Address:
Telex:
Fax:
or at such other address or number as the Guarantor may from time to time notify
in writing to the Employer.
(b)
Any notice, demand or other communication to be served under this
guarantee may be served upon the Employer only by posting by first class post
or delivering the same or sending the same by telex or facsimile transmission to
the Employer at its address, or telex or facsimile number shown below:
Address:
Telex:
Fax:
or at such other address or number as the Employer may from time to time notify
in writing to the Guarantor.
9
A notice or demand served by first class post shall be deemed duly served on
the second business day after the date of posting and a notice or demand sent
by telex or facsimile transmission shall be deemed to have been served at the
time of transmission unless served after 5.00 p.m. in the place of intended
receipt in which case it will be deemed served at 9.00 a.m. on the following
business day. For the purposes of this paragraph ‘business day’ means a day
on which commercial banks are open for business in London.
10
In proving service of any notice it will be sufficient to prove, in the case of a
letter, that such letter was properly stamped or franked first class, addressed
and placed in the post and, in the case of telex or facsimile transmission, that
such telex or facsimile was duly transmitted on a business day to a current
telex or facsimile number of the addressee at the address referred to above.
11
The Employer shall be entitled to assign or transfer all or any of the
Employer's rights under this guarantee without the consent of the Guarantor.
12
The proper law of this guarantee shall be the same as that of the Contract.
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IN WITNESS whereof the Guarantor has executed this Deed on the date first stated
above.
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6. Background Information
6.1. Cheshire Police Authority (the Authority) serves the County of Cheshire and the
two unitary authorities of Halton and Warrington. It is located in the North West
of England, in between the metropolitan authorities of Merseyside and Greater
Manchester.
6.2. The Authority ensures that the provision of 24 hour policing to the citizens of
Cheshire is achieved in an efficient and effective manner.
6.3. The Authority has a budget of £157 million and employs over 4000 officers, staff
and volunteers to serve over 1 million people. As at the end of 2008, the
breakdown of staff was as follows:




Police Officers – 2178
Police Staff – 1615
Police Community Support Officers (PCSO’s) – 227
Specials – 294
6.4. The Authority is arranged into 3 operational policing areas known as Basic
Command Units, with centralised corporate / functional departments and
devolved budgetary management.
6.5. For further information on Cheshire Constabulary, please visit
www.cheshire.police.uk
7. Procurement Overview.
7.1. Through publication of the Home Office Circular 45/25 (Police Amendment
Regulations 2005) included at Appendix 1, there is a requirement for each
Police Authority to undertake testing for drugs (including the misuse of
prescribed / non prescribed drugs) solvents and other substances or gases and
misuse of illegal substances.
7.2. The Authority is seeking a suitably qualified supplier who will implement and roll
out a Substance Misuse Testing Service in respect of its staff.
7.3. The contract will be for an initial two [2] year term from 1st October 2009 to 30th
September 2011.
7.3.1. There will be an option to extend the term for an additional period of one
[1] year made up from one [1] annual extension at the discretion of the
Authority and with the agreement of the supplier.
7.4. The successful Tenderer will:
 Demonstrate commercial advantage, stability, technical capability and the
capacity to deliver the requisite quality of service that is required
 Provide advice which is lawful, based on best practice and is compatible with
Cheshire Policing Strategies and Values
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 Assist the Authority in delivering economy, efficiency and value for money
 Fully understand the requirements of the Authority and provide a cost
effective service that is above reproach
 Be flexible and co-operative in satisfying the requirements of the Authority
 Manage the contract and work in partnership with Cheshire Constabulary,
developing an effective relationship throughout the life of the contract
 Understand the Police culture and range of roles and duties undertaken so
that they can provide an effective service
 Demonstrate a commitment to remain abreast and ahead of developments
 Measure performance to demonstrate target achievements and cost savings
& work collaboratively with the Authority to deliver continuous improvement
throughout the life of the contract
 Strive to add value to the work of the Authority
 Provide clear, auditable processes
7.5. Exact quantities cannot be guaranteed from this ITT or any subsequent contract
and any figures provided within this document are indicative only.
7.6. Confidentiality of information regarding this service is paramount and the
contract will terminate immediately if this confidentiality is breached (apart from
other rights for termination under the Contract as detailed in the terms and
conditions).
7.7. Any agent or employee of the supplier engaged in or about the provision of the
service will be subject to Cheshire Constabulary’s vetting process.
7.8. If any nominated person providing a service through this contract is to be
replaced then the Authority will require full details in order to approve the identity
and qualifications of the replacement prior to them being appointed to the
contract.
7.9. The successful supplier must be capable of ensuring the continuity of a
competent service in times of staff turnover or absence
7.10. The successful supplier will make available a nominated point of contact to
undertake all appropriate liaison
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8. Timetable
8.1. The Authority has established the following timetable:
Stage Process
Date
st
th
Issue ITT on Bluelight
Closing Date for Clarification Questions
1 - 5 June 2009
12.00pm 26th June 2009
Closing Date
12.00pm 10th July 2009
Initial Evaluation
Final Evaluation / Interviews /
Presentations etc
Approval to Award
13th – 17th July 2009
Contract Award
7th September 2009
Contract Start Date
1st October 2009
10th – 26th August 2009
31st Aug – 4th September 2009
8.2. Whilst the Authority will make every effort to keep to this timetable, no
guarantees are given
8.3. Any changes to the detailed dates will be communicated via
www.bluelight.gov.uk
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9. Economic Operator Questionnaire
Responses to the Economic Operator Questionnaire will determine whether or not your
Detailed Responses in Section X below will be evaluated. Economic operators are
required to achieve a point’s score of 50% or more before their Detailed Response
submissions will be considered.
It should also be noted that Regulation 23 of The Public Contracts Regulations 2006 SI
2006 No 5 paragraph (2), provides details of offences that will render an economic
operator ineligible. Please ensure that you familiarise yourself with the above regulation
prior to completion of this tender document as a while.
Economic Operator Evaluation Criteria
The objective of the selection process is to assess the responses to the Economic
Operator Questionnaire and select economic operators to proceed to the next stage of
the procurement.
Selection criteria will be a combination of both financial and non-financial factors and will
consider the responses in the questionnaire:
Legal
Technical
Financial
Scoring Guide
Scores from the questionnaire will be added up to make a total overall score.
Economic operators are required to score 3 (Acceptable) or above for each scored
question, to proceed with the next question. Failure to achieve a score of 3 or more for
any scored question will result in the supplier being ineligible for selection and scoring
will cease.
Score
5
4
3
2
1
0
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Evidence of skills, experience, capacity and professional competence
Applies to Sections 3.1, and 3.3
Excellent
Good
Acceptable
Some
Little
None
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Score
References
Applies to Section 3.2
5
Exceeded all expectations
4
Very satisfied
3
Satisfied
2
Partially satisfied
1
Unsatisfied
0
Service not provided
The scores to the questions asked of the referees will be added together and then divided by the
number of questions asked. This average value will then be the score for this reference site, and will
be known as the “reference site score”. Where more than one reference site is approached, each of
the “reference site scores” will be added together and then divided by the number of reference sites
approached to make the Overall Reference Score, which will be carried forward as the value score
for Question 3.2. If required, this value will be rounded to the nearest whole number
Question
1.1 – 1.9
Approach
Outcome
Not Scored – Information Only
N/A
2.1
If yes, ineligible for selection
2.2
If yes, ineligible for selection
2.3-2.10
Evaluate circumstances if answered Dependent upon information provided, may
yes
be ineligible for selection
Summary
Cannot proceed to Section 3 if any question outcome for Section 1 or Section
2 is “ineligible for selection”.
Economic operators are required to score 3 or above for each scored question, from this point
onwards, to proceed to the next question. Failure to achieve a score of 3 or more for any scored
question will result in the supplier being ineligible for selection and scoring will cease.
3.1
Scored 0-5
See scoring guide
3.2
Scored 0-5
See reference scoring guide
3.3
Scored 0-5
See scoring guide
Summary
Cannot proceed to Section 4 if any question outcome for Section 3 fails to
meet minimum score required.
4.1-4.2
Minimum standard is economic
Dependent upon information provided, may
operators who can demonstrate a
be ineligible for selection
sound financial position, taking
trends and economic factors into
account. In particular, the Authority
will pay attention to turnover,
profitability, return on capital and
liquidity. Information provided in
response to will be used to
determine whether an economic
operator meets the minimum
standard.
4.3
Not Scored – Information Only
N/A
4.4-4.6
Evidence of minimum insurance
Dependent upon information provided, may
levels provided
be ineligible for selection
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Cheshire Police may seek clarification regarding applicants written responses to any of
the questions in the Economic Operator Questionnaire.
If applicants’ responses to any of the questions are left blank (e.g. no written
response) then the question(s) concerned will be marked as “ineligible for
selection” or scored “0”, whichever is applicable.
Economic Operator Questionnaire
Economic Operators are requested to include a single point of contact in their
organisation for their response to Invitation to Tender (ITT). Preferably, this should be
the same as the person registered within Bluelight and who has been sent this ITT.
The Authority shall not be responsible for contacting the Economic Operator through any
route other than the nominated contact on Bluelight. The Economic Operator must
therefore undertake to ensure that the email address registered within the Bluelight
account is monitored accordingly.
PART ONE: General Information with regard to the Organisation
1.1
Registered name of your Organisation. (This should be the name of the Organisation
which will be acting as prime contractor, where this is applicable).
1.2
If different from 1.1 above, please state the trading name of your Organisation.
1.3
Please state your company registration number (if applicable) and date of formation of
your Organisation.
1.4
Registered address or address of the principal office of your Organisation.
Including Phone number, Fax number and E-Mail & Web address
1.5
If different from 1.4 above, please state the address and phone number of the office
from where business would be conducted in support of this contract, (or where
purchase orders should be sent).
1.6
Please state whether your Organisation is a sole trader; partnership; private limited
company; public limited company, or other.
1.7
Please state the full names of all directors; company secretaries; partners; associates,
or proprietors (in the applicant Organisation) who would be associated with this
contract.
1.8
If the applicant is a member of a group of organisations, or has a parent/holding
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company, give the name and address of the parent/holding organisation and all its
other subsidiaries. If this is not applicable, indicate accordingly.
The Authority will require the Parent/Holding Organisation to guarantee your
performance of the contract.
1.9
Does your Organisation have the facility to accept payment by Government
Purchasing Card (GPC) at Level 3?
2. Legal Status
2.1
Have any of these persons named in 1.7 above been convicted of any of the offences
listed under regulation 23(1) of “The Public Contracts Regulations 2006” including but
not restricted to:

conspiracy

corruption

bribery

fraud

money laundering
If yes or if there are outstanding cases, please give details.
2.2
Have any of these persons name in 1.7 above been subject of any of the grounds
under regulation 23(4) a-h of “The Public Contracts Regulations 2006” including but
not restricted to:

Bankruptcy

Convicted of a criminal offence relating to the conduct of business/profession

Committed an act of grave misconduct in the course of business/profession

Has not fulfilled obligations relating to the payment of social security contributions

Has not fulfilled obligations relating to the payment of taxes

Is guilty of serious misrepresentation in providing any information
If yes or if there are outstanding cases, please give details.
2.3
Are any of the persons named in 1.7 above related to any of the members or senior
employees of the Authority or have any business/commercial relationships? If yes,
please give details.
2.4
Has your Organisation ever had a contract terminated or your employment terminated
under the terms of that contract within the last 5 years? If yes, please give details.
2.5
Has the Organisation not had a contract renewed for failure to perform to the terms of
a contract within the last 5 years? If yes, please give details
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2.6
Has your Organisation ever suffered a deduction for liquidated and ascertained
damages in respect of any contract within the last 5 years? If yes, please give details.
2.7
Is your Organisation currently involved with any legal proceedings (including
arbitration) with any other organisations including local authorities? If yes, please
provide details.
2.8
Are there any issues current or likely in relation to the Organisation that may give rise
to any conflict of interest with this contract? If, yes please provide details.
2.9
In the last three years, has any finding been made against your Organisation by any
relevant body or Court (or comparable proceedings in any other jurisdiction) – or any
formal investigation into allegations of discrimination taken place in respect of:
Race, Sex, Age, Sexual Orientation, Religion, Belief, Disability
If Yes, please provide details of the circumstances, outcome and any remedial action
taken by your Organisation.
2.10
In the last three years has your Organisation been prosecuted for contravention of the
Health & Safety at Work Act 1974 (or equivalent national legislation,) or been the
subject of a formal investigation by the Health & Safety Executive (or similar body
charged with improving health and safety standards)? If yes, please provide details.
3.1 Technical - Capacity and Capability
3.1.1
Please describe the skills and experience you are able to provide in respect of
services/works similar to those required by the Authority. This should not be a list of
customers, but details of your skills and experience.
3.1.2
Please outline the processes undertaken by your Organisation and attach a standard
implementation plan to illustrate how you implement a new contract. Please give
particular consideration to contracts where an existing/incumbent/outgoing provider is
in place.
3.1.3
Is your Organisation a member of any professional or trade organisation?
If yes, please provide details of membership.
3.1.4
Please enclose details of the structure of your Organisation e.g. Organisation Chart,
clearly show where this contract would fit into your organisational structure, indicating
operational roles.
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3.2 Technical – References
References - details of four major contracts you have been awarded for the provision of
services similar to those required by the Authority. Preferably, at least two of these
should be public sector organisations. Details should be from services provided within
the last 3 years.
Customer name
& address
Contact name,
telephone
number & email
address
Date contract
awarded &
duration
Contract reference & brief
description of scope & value of
contract
NB. The Authority may elect to contact any or all of the given organisations for a
reference to take into account the economic operators skills, efficiency, experience and
reliability. You should ensure that you have the permission of the contracting authority
above and that the named contact is capable of providing a reference, before submitting
this ITT.
Please ensure that all contact information is correct and current at the point you
submit your ITT.
The information requested in the table above MUST be provided . The Authority MUST
be able to make direct contact with the references quoted as part of the evaluation of
your ITT.
The scores to the questions asked of the referees will be added together and then
divided by the number of questions asked. This average value will then be the score for
this reference site, and will be known as the “reference site score”. Where more than
one reference site is approached, each of the “reference site scores” will be added
together and then divided by the number of reference sites approached to make the
Overall Reference Score, which will be carried forward as the value score for Question
3.2. If required, this value will be rounded to the nearest whole number
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3.3 Technical – Policies and Procedures
3.3.1
Please provide a copy of your Organisations Equal Opportunities Policy
3.3.2
Describe how you apply, promote and implement Equal Opportunities within your
Organisation?
3.3.3
If your Organisation is not currently subject to UK legislation, please supply details of
your experience in complying with equivalent legislation which in the relevant country
is designed to eliminate discrimination and to promote equality of opportunity.
3.3.4
Please enclose a copy of your Organisation’s Health & Safety Policy and/or other
declaration; information, or instruction issued by the Organisation as necessary, to
protect the health and safety of your employees.
3.3.5
Describe how you communicate, promote and implement your health and safety policy
to your employees. You should include details of any health and safety training you
provide.
3.3.6
Describe how you monitor Health & Safety within your organisation, including
identifying any areas for improvement.
3.3.7
Please include an outline of your quality assurance policy/procedures. If you hold any
quality assurance certification e.g. ISO 9000 or equivalent, please provide details.
3.3.8
Please provide a copy of your Environmental Policy and provide details of what steps
you take to support environmental issues.
3.3.9
Please provide a copy of your Ethical Trading policy and provide details of what steps
you take to support ethical trading/initiatives.
3.3.10
Please provide details and a copy of your Information Security and Data Protection
policy. If you do not have a formal policy, please provide details of the processes you
have in place which will need to include how you deal with sensitive data and sensitive
data disposal.
3.3.11
Please provide a copy of your Organisations training policy
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3.3.12
Please provide an overview of your organisations business continuity plans including
disaster recovery.
3.3.13
Please provide a copy of your Organisations Customer Complaints Procedure which
should include your methods of resolution.
4. Financial Capability
4.1
Please enclose a copy of your Organisation’s audited accounts for the last three
years. This should include:
Balance Sheet
Profit and Loss Account;
Directors Report (LTD, PLC and Limited Liability Partnership Companies)
Auditors or Accountants Report
If your organisation’s accounts are consolidated into those of a parent or group, in
addition, you will need to provide a separate statement of turnover, profit before tax (if
applicable) and net assets for the Organisation making this response.
Confirm in the space below that these have been provided.
If any of the above are on a website which is accessible without subscription or
registration, then that website address may be given in place of copies of documents
being attached to this ITT.
4.2
If your Organisation’s last accounts (as provided in 4.1) are for a year ending more
than 10 months ago, supply a statement of turnover since the last set of published
accounts.
Please supply the Organisation’s VAT registration number, (or if the Organisation’s
country of origin is outside of the UK, any equivalent number or reference).
4.3
Insurance
The Authority requires minimum insurance levels of:



Employers Liability £5m
Public Liability £5m
Professional Indemnity £2m (£5m preferred)
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If you do not have the required level you must provide a letter from your broker or insurer
confirming that you are able to obtain the level of cover required. The letter should be
scanned and/or attached electronically to your submission.
You do not need to increase your cover at this stage however it must be in place prior to
any contract awarded.
You should enclose copies of the insurance certificates for the policies specified below.
These should be scanned and added to this document, or as part of your single
supplementary document.
4.4
4.5
4.6
Please give details of your Organisation’s Employers Liability Insurance.
Insurer
Address of
Insurer/broker
Policy number
Expiry Date
Limit
of
Indemnity
Please give details of your Organisation’s Public Liability (Third Party) Insurance.
Insurer
Address of
Insurer/ broker
Policy number
Expiry Date
Limit
of
Indemnity
Please give details of your Organisation’s Professional Indemnity Insurance.
Insurer
Address of
Insurer/ broker
Policy number
Expiry Date
Limit
of
Indemnity
[enter insurance policy type for any additional policies – if applicable]
Insurer
Address of
Insurer/broker
Policy number
Expiry Date
Limit
of
Indemnity
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10. Tender Award Criteria
10.1. The Order, if awarded, shall be awarded to the Tenderer who has submitted a
quotation in compliance with these instructions, and whose quotation is deemed
to be the most economically advantageous to Cheshire Police Authority.
10.2. Should you be successful in progressing to this stage of the procurement, your
tender will be evaluated under the following headings:
Category
Maximum Possible Score
Weighting
1. Detailed Responses
2. Price
3. Interview / presentation
Total
350
35%
45%
20%
100.00%
350
350
1050
10.3. Each Category will be scored based on the following criteria: -
High Level
Quality Criteria
1. Detailed
Responses
2. Price
3. Interview /
presentation
Low Level Quality Criteria
Understanding the Requirement
Implementation of the Service
Suitability
Service Delivery
Professional Competence
Quality Assurance Process
Sustainable Environment
Diversity
Weighting
High
High
High
High
High
High
Medium
Medium
Maximum
Potential
Points
50
50
50
50
50
50
25
25
Price
350
15 minute presentation to be
followed by a question and answer
session, full details of which will be
provided to those suppliers who
progress to this stage
350
Weighting for Detailed Responses
High
Medium
Low
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10.4. The Authority will score the Tenderers detailed responses using the criteria as
detailed below: -
Score
5
4
3
2
1
0
Performance
Meets the standards exactly as specified
Meets the standard well, but not exactly.
Meets standard in most aspects, fails in some
Fails standard in most aspects, meets it in some
Significantly fails to meet the standard
No response submitted
10.5. Price evaluation – scores will be allocated as follows:
25
22.5
Lowest Cost
more than lowest cost and up to and including 10% higher
20
more than 10% up to and including 20% higher
17.5
more than 20% up to and including 30% higher
15
more than 30% up to and including 40% higher
12.5
more than 40% up to and including 50% higher
10
more than 50% up to and including 60% higher
7.5
more than 60% up to and including 70% higher
5
more than 70% up to and including 80% higher
2.5
more than 80% up to and including 90% higher
0
more than 90% higher
10.5.1. The lowest priced tender overall will be allocated an additional 25
points.
10.6. The evaluation will take account of your response to this ITT; any discussions
we have with you after the deadline for submitting responses to clarify your
response and references that have been obtained.
10.7. Responses are being invited from a selected list of suppliers. The Authority is
not bound to accept the lowest or indeed any response.
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11. Specification
11.1. Through the Home Office Circular 45/2005 (Police Amendment Regulations
2005), there is a requirement for each Police Authority to undertake testing for
controlled drugs for certain categories of Police Officers.
11.2. The Authority is seeking to procure the provision of a Substance Misuse
Testing Service to include:
 Mandatory drug testing for all potential new Police Officer recruits along with
ongoing random testing through their probationary period
 Mandatory drug testing for all potential transferees
 Mandatory drug testing for all potential new Police Community Support
Officers (PCSO’s)
 Mandatory drug testing for all potential new Special Constables
 Mandatory drug testing for all new Police Staff
 Mandatory drug testing for all returns from career breaks
 Mandatory drug testing for all existing Police Officers and Police Staff
currently employed in ‘vulnerable’ or ‘safety critical’ roles to establish
benchmark figures
 Ongoing random testing of Police Officers and Police Staff in those
‘vulnerable’ or ‘safety critical’ roles
 ‘With cause’ testing for serving Police Officers, PCSO’s and Police Staff
 This list is not exhaustive and may be amended at any time.
11.3. Once awarded, the contract will be for a wholly outsourced service to include
the collection, sampling, analysis and storage of the sample.
11.4. The Authority will ultimately require the following to be tested for Substance
Misuse (this is not an exhaustive list and amendments / additions / removals can
be made at any time):
 All applicants to Cheshire Constabulary, whether Police Officer, Police Staff
(including PCSO’s) or Special Constables
 Transferees from other Police Forces
 Employees returning from career breaks
 Officers & staff who give cause for concern
 Student Officers – testing throughout Probation period
 Officers whose work involves dealing with drugs
 Officers in specialist or vulnerable roles as defined by the Chief Constable
 Officers in safety critical posts as defined by the Chief Constable
11.5. The minimum requirement is that the supplier be accredited to UKAS standards
for all forms of drug testing or equivalent
11.5.1. Proof of such accreditation should be supplied as part of your Tender
response
11.6. All testing will be subject to the following principles:
 All samples will be collected using appropriate techniques and suitably
qualified staff, to ensure the integrity of any sample provided
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 The person collecting the samples will be responsible for taking the samples
and following the chain of custody collection procedure
 It is possible that samples will need to be collected from various Authority
locations on the same day that the sample is taken
 Locations will be within Cheshire Constabulary’s borders except on rare
occasions where the requirement might be outside.
 The supplier must use his own courier service or similar and ensure that they
adhere to all relevant packing instructions for transporting samples to the
laboratory used by the supplier
 Samples will be analysed by an approved testing agency preferably in house
by the successful supplier
 Testing may be through hair, urine or oral fluid, depending upon the reason
for the test
 Wherever the sample is taken, provision will be made for the donor to have
an opportunity to have an independent analysis of the specimen at the
donor’s expense
 It is the preferred option of Cheshire Police Authority that all steps of the
Substance Misuse Testing procedure are conducted and directly owned by
the successful supplier i.e. sample collection, delivery, testing, analysis,
reporting & storage
11.7. Testing in relation to drugs will cover the illicit use of the following substances:
 Amphetamines (including ecstasy)
 Cannabis
 Cocaine
 Opiates (eg morphine and heroin)
 Benzodiazepines
 Methadone
 Any other substance as detailed by the Cheshire Constabulary during the
duration of the contract
11.8. The contractor will be required to undertake a range of work:
 Collection / screening services
 Laboratory analysis services
 Medical reviews for all positive results
 Pre-planned testing on a regular basis
 Ensuring that the appropriate numbers of staff have been tested according to
the levels requested by the Authority
 Liaison with specific contacts within the Authority throughout the duration of
the contract
 24 hour / 365 day call out service
 Maximum response time for attendance to a call out of 2 hours
 New recruit testing based at one specific location
 Other categories of staff may require testing elsewhere
 Raising awareness of this service across the force as required
 Provision of management information
 Storage of second sample – the sealed sample will be stored for a period of
12 months from initial collection, or a period of 12 months from the end of all
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legal and/or procedural challenges to the results in the event of a positive
sample being detected
 Attendance at internal hearing / judicial proceedings, as required, to give
evidence
 The integrity of the whole system will be controlled and assured by the
supplier
11.9. The contractor shall not disclose the results of any test to any unauthorised
person.
11.9.1. A list of all authorised personnel will be provided following contract
award
11.10. Service standards with regards to turn around times of the various tests,
timescales for laboratory analysis, professional protocols and location of the
provision will be agreed prior to contract award
11.10.1. Once agreed, service standards must be strictly adhered to due to the
nature of this service.
11.11. It is expected that the Authority will require samples to be kept for the
following periods (although exact periods will be confirmed with the successful
supplier), after which they must be destroyed unless the Authority has requested
that individual samples are retained for a further defined period.
11.11.1. Urine – positives 1 year
11.11.2. Oral fluid – positives 1 year
11.11.3. Hair – positives 1 year
11.12. The numbers and types of tests required may change as the requirement
develops and the system is fully implemented.
11.13. Mandatory Drug testing for new Police Officer, Police Community Support
Officer & Special Constable recruits:
11.13.1. All new recruits to Cheshire Constabulary will be subject to mandatory
drug testing which will be carried out as part of the initial selection
process
11.13.2. This will include transferees from other Forces & those returning from
career break
11.13.3. The supplier will be required to provide a suitably qualified and
experienced nurse to carry out the required tests, to coincide with the
Constabulary’s new recruit intakes
11.13.4. The supplier will liaise with the Constabulary’s Recruitment team in
order to determine the frequency that these intakes occur & therefore
when this service is required.
11.13.5. All necessary contact details will be provided following contract award
11.14. Mandatory Drug testing for new Police Staff members:
11.14.1. Ultimately, all new Police Staff members will be subject to mandatory
drug testing which will be carried out as part of the initial selection
process. However, initially we require testing of as many as is
practicable.
11.14.2. This will include transferees and those returning from career break
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11.14.3. The supplier will be required to provide a suitably qualified and
experienced nurse in order to carry out these tests
11.14.4. The supplier will liaise with the Constabulary’s Recruitment team in
order to determine when these tests will be required.
11.14.5. All necessary contact details will be provided following contract award
11.15. Random Drug Testing – Police Officers, PCSO’s & Police Staff in ‘vulnerable’
or ‘safety critical’ roles:
11.15.1. Initially all Police Officers, PCSO’s & Police Staff in such roles will be
tested in order to obtain benchmark figures.
11.15.2. Once benchmarking is complete, required levels of random testing can
be determined.
11.15.3. It is estimated that the supplier is required to provide this service at
least once per calendar month to facilitate the evidential sampling of
urine or oral fluid for random drug testing.
11.15.4. Random testing requirements will be determined & facilitated by the
Constabulary’s Human Resources (HR) team. The supplier will be
required to provide a suitably qualified and experienced nurse to take
and manage the processing of evidential samples
11.15.5. The length of the clinic will be dependent upon the number of Police
Officers and / or Police Staff that are selected to attend
11.15.6. It is expected that the clinic will last for a minimum of one hour but is
more likely to be for 2
11.15.7. The dates & frequency of these clinics are to be agreed with the
Constabulary’s HR team following contract award
11.15.8. All necessary contact details will be provided following contract award
11.16. With Cause Drug Testing:
11.16.1. Two hour response to call out required
11.16.2. ‘With cause’ testing requirements will be determined by Professional
Standards with the support of HR.
11.16.3. The supplier will be required to provide a suitably qualified and
experienced nurse to take and manage the processing of evidential
samples
11.16.4. The length of the clinic will be dependent upon the number of Police
Officers and / or Police Staff that the Professional Standards team
select to attend
11.16.5. The dates & frequency of these clinics are to be agreed with the
Constabulary’s Professional Standards team following contract award
11.16.6. All necessary contact details will be provided following contract award
11.17. All staff involved in this contract will require security vetting following
Cheshire Constabulary’s vetting procedures. Further information surrounding the
requirements of vetting can be found in Section 16 General Terms and
Conditions, Clause 15
11.17.1. All vetting will take place following contract award & prior to the
commencement date.
11.18. Any figures detailed within this ITT are indicative only and cannot be
guaranteed.
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11.19. It is possible that as this Substance Misuse Testing Service is implemented,
changes to the specification may be required. The successful supplier must be
able to provide an uninterrupted service in accordance with any future guidance
issued by the Home Office or any other regulatory body.
11.19.1. Appendix 1 – Home Office Circular 45/2005 (Police Amendment
Regulations) sets out the guidance to which Cheshire Police Authority
must currently comply. The successful supplier must therefore comply
with or assist the Authority to comply with this guidance.
11.19.2. The supplier must be able to respond promptly to any requests
made to provide additional or altered services as may be required
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12. Detailed Responses
Please evidence competency in respect of each of the Items below.
Responses should be inserted in the response space provided following each heading;
the response space given should be expanded where required.
Please bear in mind when completing your responses that the terms of this specification
and your detailed responses form part of the Conditions of Contract.
Item 1 – Understanding the Requirement
Describe your understanding of the requirement, taking into context organisational
culture and the information provided within the ITT, including any Appendices.
Item 1 Response – Understanding the Requirement
Evidence of Competency:
Item 2 – Implementation of a Substance Misuse Testing Service
As Cheshire Constabulary does not currently have a Substance Misuse Testing Service,
describe in detail how your company would assist in the implementation of such a
service taking into consideration the different forms of testing that will be required.
Please include a project action plan. Your response should provide details of the
processes you will put in place to ensure that you can fulfil the requirements of the
contract and specification by the commencement date.
Item 2 Response – Implementation of a Substance Misuse Testing Service
Evidence of Competency:
Item 3 – Suitability
Describe in detail why you believe your organisation is suitable to undertake this work.
Item 3 Response – Suitability
Evidence of Competency:
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Item 4 – Service Delivery
Describe in detail your proposed methodology to deliver the Substance Misuse Testing
Service. Within your response, reassure the Authority of your capability and capacity to
deliver this strategic service for the duration of the contract including:





Identifying key personnel / management
Details of where the contract will be managed
How you see the service being delivered
Chain of custody processes
Call out procedures – how will you guarantee to meet the 2 hour response time
requirement
Please also include details of any sub-contractors / third parties that you may engage.
Item 4 Response – Service Delivery
Evidence of Competency:
Item 5 – Professional Competence
Describe how you plan to provide and maintain industry best practice.
Provide details of the qualifications and experience of your proposed key personnel.
Demonstrate how your organisation proposes to manage changes of key staff and
maintain service delivery standards when core staff are absent (e.g. annual leave,
training or sickness).
Item 5 Response – Professional Competence
Evidence of Competency:
Item 6 – Confidentiality
Describe in detail your plans / policy / procedures around confidentiality and the handling
of confidential information.
Item 6 Response – Confidentiality
Evidence of Competency:
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Item 7 – Quality Assurance Process
Describe in detail your proposed Quality Assurance process for the management of the
contract.
Item 7 Response – Quality Assurance Process
Evidence of Competency:
Item 8 – Supporting a Sustainable Environment
Provide an outline to show how you propose to promote sustainability and reduce any
environmental impact, concentrate your response on methods employed to minimise
wastage and reduce energy consumption.
Item 8 Response – Supporting a Sustainable Environment
Evidence of Competency:
Item 9 – Diversity
Describe how your organisation will effectively contribute to and deliver a service that will
support the Constabulary’s diverse workforce. Include within your answer a description
of how your team keeps abreast of developments and changes in respect of diversity
and the strategies that are employed both formally and informally to ensure development
of staff who will work on the contract.
Item 9 Response – Diversity
Evidence of Competency:
13. Pricing Schedule
13.1. This pricing schedule shall include all reports to be submitted, all visits to the
Authority’s premises (including travelling and subsistence expenses), all
correspondence, administrative costs, taxes, insurance and any other
disbursements or charges to which the supplier may be put.
13.2. The Supplier shall procure any and all such services or facilities as may be
required to facilitate the performance of the Service pursuant to the
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Specifications of any variations which may be agreed from time to time by the
Authorised Officer. For the avoidance of doubt, the costs or charges for any
such services or facilities shall be deemed to be included in the charges set out
below.
13.3. All prices, rates and charges quoted shall exclude VAT
13.4. All prices shall be in pounds sterling
13.5. Payment will be made by the Authority in arrears for work satisfactorily
completed within 30 days of receipt of a valid and adequately supported invoice
13.6. The receipt or payment of any sum by either party shall be without prejudice to
the correctness of the sum and either party may require the correction of
incorrect payments.
13.7. The quotation is to be valid for 90 days following the deadline date of 10th July
2009
13.8. Contract Prices will be fixed from the inception of the Contract.
13.9. Preference will be given to Tenders in which firm prices are quoted without
reference to price variation clauses
13.10. Please provide the following breakdown of price & also include prices for any
additional services that can be offered.
Task
No.
1.
Task
Price
URINE
On site testing by contractor - batch tests (i.e.
potential new recruits, benchmarking vulnerable &
safety critical roles, random tests)
On site testing by contractor – individual test
Lab tests
2.
ORAL FLUID
On site testing by contractor - batch tests (i.e.
potential new recruits, benchmarking vulnerable &
safety critical roles, random tests)
On site testing by contractor – individual test
Lab tests
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3.
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HAIR
On site testing by contractor - batch tests (i.e.
potential new recruits, benchmarking vulnerable &
safety critical roles, random tests)
On site testing by contractor – individual test
Lab tests
OTHER
1
With cause tests – planned (minimum 24 hours
notice)
2
With cause tests – unplanned (2hrs max arrival time)
3
Provision of a witness statement (if applicable)
4
Attendance at internal hearing / judicial proceedings
(if required)
13.11. Please detail any other prices, price breaks or costs that you feel are
pertinent to the service within the pricing schedule.
13.12. Although it is preferred that the above format is adhered to, please make any
necessary amendments should you feel it necessary in order to detail the full
range of your prices along with any discounts that may be available for volume
etc
14. Contract Management and Monitoring
14.1. Key Performance Indicators
14.1.1. KPI’s will be agreed with the successful supplier and will be monitored by
the Authority throughout the life of the contract.
14.1.2. In addition to the performance standards detailed above, monitoring
processes may be put into place in relation to social, environmental and
other issues referred to in the tender specification.
14.2. Management Information
14.2.1. The Contractor shall provide the Authority with Management Information
on a regular basis. The information required along with the format of that
information (i.e. monthly report / quarterly report etc) will be agreed prior
to the commencement date of 1st October 2009.
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14.2.2. Evidence of performance of KPI’s is to be included within this
Management Information
14.3. Authorised Officer
14.3.1. The Authority will appoint an authorised officer to act generally in their
name for the purposes of this contract. The Authority will give notice in
writing to the Contractor of the identity of any person so appointed and of
the replacement of any such person. Until notice of replacement has been
given to the Contractor, the Contractor shall be entitled to treat as the
Authorised officer, the person last notified in writing to the Contractor.
14.3.2. The Authority may, from time to time, change their appointee, doing so in
writing
14.4. Service Level Agreement (SLA)
14.4.1. Prior to the commencement of the contract, the successful Contractor
may be required to devise a Service Level Agreement in conjunction with
the Authority to agree targets for their performance in relation to Key
Performance Indicators
14.4.2. Service standards with regards to turn around times of the various tests,
timescales for laboratory analysis, professional protocols and location of
the provision will be incorporated into this SLA
14.4.3. The Authority will be looking to work with the Contractor towards
Continuous Improvement in their performance throughout the duration of
the contract.
14.5. Service Review Meetings
14.5.1. These meetings between the Authority and the Contractor shall be held
quarterly or more frequently as required by the Authority or the
Contractor. A record of all meetings shall be made by the Contractor and
be supplied to all participants once the Authority has approved them.
14.5.2. The Contractor shall arrange for the attendance of such members of his
staff and those of his Subcontractors or his agents who may be required
by the Authority to attend as necessary.
14.5.3. The Contractor shall agree the agenda for the Service Review meetings
in advance with the Authorised Officer of the Authority.
14.5.4. The Contractor shall be responsible for monitoring his performance under
the Contract and will provide the Authority with full particulars of any
aspects of service performance which fail to meet the requirements of the
contract unless otherwise notified in writing by the Authority
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14.6. The Contractor shall, taking into account all requirements arising from the
contract, issue appropriate operating and procedural instructions in writing to all
staff engaged in the Contract. These must be approved by the Authority.
14.7. The Contractor shall provide copies to the specified recipient within the
Authority of any instructions which withdraw, notify or supplement any
instructions prior to issue.
14.8. The Contractor shall maintain such records in respect of the contract as the
Authority may reasonably require and shall on request produce them for
inspection by the Authority.
14.9. The Contractor shall make available such records for the use of the Authority
when required. They shall not be released, published or disposed of without
prior consent of the Authority.
14.10. The Contractor shall, as required, make written submission or oral
presentations of the work done under the contract in aid of any reviews by or of
the conduct of business at the Authority’s locations.
14.11. Complaints
14.11.1. The Contractor shall deal with all complaints as per their complaints
procedure submitted as part of their tender submission. Any subsequent
amendments or variations to the submitted complaints procedure shall be notified
to the Authority and copies supplied to all relevant parties once the Authority has
approved them.
14.11.2. As a minimum, the Contractor shall deal with any complaints received
from whatever source in a prompt, courteous and efficient manner within 48
hours. The Contractor shall keep a written record of all complaints received and
of the action taken in relation to such complaints. Such records will be forwarded
to the designated individual prior to the Service Review Meeting in the form of a
Management Report for discussion.
14.12. Defaults in Performance
14.12.1. If the Contractor fails for any reason, whether wilful or not, to provide
the Service in accordance with the Specification and to the satisfaction of the
Authorised Officer, the Contractor shall be informed forthwith either verbally or in
writing. Immediately upon receipt of such information, the Contractor shall take
all reasonable steps to remedy the default with time being of the essence
14.12.2.
The Authorised officer may:

investigate each case where the Contractor has failed to perform the
Service

following such investigation where the Authorised Officer is satisfied that
the Contractor has failed to perform a Service in accordance with the
specifications issue to the Contractor a Default Notice. The Default Notice
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will serve as written notice of Default of Contract performance specifying (in
general terms) the matter giving rise to the Default Notice. The Default
Notice will require the Contractor to remedy the failure fully within such a
time period as may be determined by the Authorised Officer.

if the Contractor fails to comply with the Default Notice, the Authorised
Officer may record in writing a further Default Notice which shall be sent to
the Contractor and regarded as a separate Default Notice.
14.12.3. The issue of Default Notices shall not be deemed a material breach of
this Contract unless in the opinion of the Authority the quantity and nature of
Default Notices issues indicates that the Contractor is unable for whatever
reason to perform the Service in accordance with the Specification within the
Contract period.
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15. Confidentiality and Non Disclosure Agreement
WHEREAS
The Authority, whose principal offices are situated at Clemonds Hey, Oakmere
Road, Winsford, Cheshire CW7 2UA and XXXXXXXX (thereinafter designated as
“the parties”) intend to enter into an Agreement for the provision of services fully
described in the Request for Quotation document.
During the period of the provision of this Contract it will be necessary for each party to
disclose to the other information which may be oral or written and include ideas,
discoveries, inventions, drawings, specifications, formulae, programmes, plans,
requirements etc of a confidential nature, relating to certain methods including but not
limited to operating, organisation, finance and accounting prepared and used in
exercising statutory obligations and daily business of both parties.
NOW IT IS HEREBY AGREED AS FOLLOWS:
For a period of six years following the date of disclosure both parties will keep
confidential and will not disclose to any other person, firm or company any information
disclosed by either party and shall not itself make any use of such information for any
purpose other than internal recording by information technology and the checking and
evaluation of documents except to the extent to which the receiving party:

Can show that such information is publicly available through no fault of the
receiving party,

Can show that such information was in its possession prior to the date of
disclosure,

May subsequently receive such information from any third party without
restriction as to disclosure,

Is authorised by any subsequent written agreement between the parties hereto,

Is constrained by the provision of any statutory enactment, including but not
limited to the Freedom of Information Act 2000.
Nothing in this clause shall be deemed to confer, or to imply, agreement to grant rights
under copyright, patents or similar rights owned by either party.
If either party wishes to transmit confidential information through a third party as its
agent, the receiving party will be advised in writing prior to such disclosure and the
provisions of this Agreement shall apply to any such disclosure.
Each party:

agrees to use the same care in protecting the confidential information of the
other as is used by it in protecting its own confidential information,
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
agrees to disclose the information provided by the other hereunder to its
employees and/or third parties acting as its agents only on a need to know
basis,

warrants that such employees and/or third parties acting as its agents as
receive confidential information of the other are under written obligation to it to
hold such information in confidence and to use it only for the purposes agreed
herein,

shall comply with their respective obligations under the Data Protection Act
1984 and the Data Protection Act 1998 (together “the Data Protection Acts”)
that arise in connection with this Agreement.
The purpose of disclosing the information is to enable both parties to perform their
obligations under the Agreement. A written request from either party to return the said
information must be complied with within thirty days of the first request.
Notwithstanding the above clauses, the parties here acknowledge and agree that any
information requested under the Freedom of Information Act 2000 may be disclosed
provided such disclosure is appropriate and in accordance with the said Act.
if and when directed by the Authority, the Contractor shall secure that any person
employed or engaged by the Contractor or by a Sub-Contractor, who is specified in the
direction or is one of a class or persons who may be so specified, shall sign a statement
that he understands that the Official Secrets Acts 1911 to 1989 apply to him both during
the term of and after the expiry or termination of this Agreement.
This Agreement shall be considered to be subject to English Law.
Agreed by……………………………………………(Print Name)
Signature…………………………………………….
For and on behalf of Cheshire Police Authority
Dated…………………………………………………
Agreed by……………………………………………(Print Name)
Signature……………………………………………..
For an on behalf of XXXXXXXXXXXXX
Dated………………………………………………….
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16. Terms and Conditions of Contract
INDEX
1. Definitions
2. Contract to Remain in Force
3. Authority’s Obligations
4. Entire Agreement
5. Sufficiency of Information
6. Scope of Agreement
7. Liens
8. Notices
9. Mistakes in Information
10. Conflicts of Interest
11. Fraud
12. The Substance Misuse Testing Service
13. Standard of Work
14. Key Personnel
15. Contractor’s Personnel
16. Authority Property
17. Sub-Contracting for the Delivery of the Services
18. Price
19. Payment and Tax
20. Recovery of Sums Due
21. Price Adjustment on Extension
22. Euro
23. Prevention of Corruption
24. Canvassing
25. Contractor’s Duties to Employees
26. The Contract’s (Rights of Third Parties) Act 1999
27. Environmental Requirements
28. Health and Safety
29. TUPE
30. Human Rights
31. Data Protection Act
32. Confidentiality
33. Freedom of Information
34. Security of Confidential Information
35. Publicity
36. Copyright
37. Intellectual Property Rights
38. Audit
39. Assignment and Sub-Contracting
40. Waiver
41. Variation of the Services
42. Severability
43. Remedies in the Event of Inadequate Performance
44. Remedies Cumulative
45. Monitoring of Performance
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46. Possible Extension of Term
47. Novation
48. Indemnity and Insurance
49. Professional Indemnity
50. Warranties and Representations
51. Termination on Change of Control and Insolvency
52. Termination on Default
53. Break
54. Breach of Contract
55. Consequences of Termination
56. Recovery upon Termination
57. Disruption
58. Force Majeure
59. Governing Law
60. Additional Terms and Conditions
61. Dispute Resolution
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THIS AGREEMENT is made on
day of
2009
BETWEEN
(1) Cheshire Police Authority of Clemonds Hey, Oakmere Road, Winsford CW7 2UA
hereinafter called “the Authority”
AND
(2) XXXXXXXXXXXXX hereinafter called “the Contractor” of XXXXXXXXXXXX
WHEREAS the Authority desires to engage the contractor to provide a Substance
Misuse Testing Service and the Contractor agrees to provide the Substance Misuse
Service, hereinafter called “the Service” and which is more particularly set out in the
Specification.
AND WHEREAS the Contractor has submitted to the Authority a tender dated
XXXXXXXXX for the provision of such services
NOW THEREFORE it is agreed that:1. Definitions
1.1. In the Contract, unless the context otherwise requires:“the Authority” shall mean Cheshire Police Authority or any successor authority in the
event Cheshire Police Authority ceases to exist.
“Authorised Officer(s)” shall mean any person authorised by the Authority to act on
it’s behalf for the purposes of the Contract or any order.
“Confidential Information” means any information which has been designated as
confidential by either Party in writing or that ought to be considered as confidential,
(however it is conveyed or on whatever media it is stored) including information
which relates to the business, affairs, properties, assets, trading practices, Services,
developments, trade secrets, Intellectual Property Rights, know-how, personnel,
customers and suppliers of either Party, [all personal data and sensitive personal
data within the meaning of the Data Protection Act 1998] and the Commercially
Sensitive Information.
“the Contract” shall mean the agreement between the Authority and the Contractor
for the execution of the goods, works, and services subject of this Tender, including
all documents to which reference may properly be made in order to ascertain the
rights and obligations of the parties.
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“the Contractor” shall mean the organisation whose tender is accepted in whole or in
part and, where the context so admits, their personal representatives or successors,
as the case may be, and permitted assignees.
“Equipment” means the Contractor’s equipment, plant, materials, and such other
items supplied and used by the Contractor in the performance of its obligations under
the Agreement.
“Good Industry Practice” means using standards, practices, methods and procedures
conforming to the law and exercising that degree of skill and care, diligence,
prudence and foresight which would reasonably and ordinarily be expected from a
skilled and experienced person or body engaged in a similar type of undertaking
under the same or similar circumstances.
“Intellectual Property Rights” means patents, inventions, trade marks, service marks,
logos, design rights (whether registrable or otherwise), applications for any of the
foregoing, copyright, database rights, domain names, trade or business names,
moral rights and other similar rights or obligations whether registrable or not in any
country (including but not limited to the United Kingdom) and the right to sue for
passing off.
“the Invitation to Tender (ITT)” shall mean this document. The purpose of the ITT is
to provide Tenderers with the opportunity to propose an accurately priced solution for
the provision of the Services to the Authority.
“Month” means calendar month.
“the Organisation” shall mean the sole practitioner, partnership, incorporated
company, public body, co-operative, charity or analogous entities operating outside
the UK, as appropriate responding to this ITT.
“the Parties” shall mean the Authority and the Contractor.
“Price” means the price exclusive of any applicable Tax, payable to the Contractor by
the Authority under the Agreement, as set out in the Pricing Schedule, for the full and
proper performance by the Contractor of its obligations under the Agreement but
before taking into account the effect of any adjustment of price in accordance with
Clause 23 (Prevention of Corruption)
“the Procurement Representative” shall mean the person for the time being or from
time to time duly appointed by the Authority to act as the Authority’s procurement
representative during the Tender process.
“Quality Standards” means the quality standards published by the British Standards
Institute, the International Organisation for Standardisation or any other equivalent
body that a skilled and experienced operator engaged in the same type of industry or
business as the Contractor would reasonably and ordinarily be expected to comply
as supplemented by the Specification.
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“the Service” means the Substance Misuse Service as required and detailed in this
ITT.
“Staff” means all persons employed by the Contractor to perform its obligations
under the Contract together with the Contractor’s servants, agents, suppliers and sub
– contractors used in the performance of its obligations under the Contract.
“Staff Vetting Procedure” means the authority’s procedures for the vetting of
personnel and as advised to the Contractor by the Authority.
“the Sub-contractor” shall mean the organisation to which any part of the Contract
has been sub-let in accordance with the Contract and its legal representatives,
successors and permitted assignees.
“Tax” means value added tax.
“Tender” shall mean any tender submitted for the business specified in the Schedule
and/or Specification in response to the ITT.
“the Tenderer” shall mean the candidates responding to the ITT.
“TUPE” shall mean the Transfer of Undertakings (Protection of Employment)
Regulations 2006.
1.2. In the Agreement except where the context otherwise requires:
(a) the terms and expressions set out in clause 1.1 shall have the meanings
ascribed therein;
(b) words importing the singular meaning include where the context so admits the
plural meaning and vice versa;
(c) words importing the masculine include the feminine and the neuter;
(d) reference to a clause is a reference to the whole of that clause unless stated
otherwise;
(e) references to any statute, enactment, order, regulation or other similar
instrument shall be construed as a reference to the statute, enactment, order,
regulation or instrument as amended by any subsequent enactment,
modification, order, regulation or instrument as subsequently amended or reenacted;
(f) references to any person shall include natural persons and partnerships, firms
and other incorporated bodies and all other legal persons of whatever kind and
however constituted and their successors and permitted assignees or
transferees;
(g) the words “include”, “includes” and “including” are to be construed as if they
were immediately followed by the words “without limitation”;
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(h) headings are included in the Agreement for ease of reference only and shall
not affect the interpretation or construction of the Agreement.
2. Contract to Remain in Force
2.1. This Contract shall remain in full force and effect throughout the period
mentioned below or any agreed extension of such period (“the Contract
Period”) but if the Contractor commits a breach of Contract this Contract may,
at the discretion of the Authority be terminated in writing by it immediately
without compensation to the Contractor and any loss resulting from such a
breach shall be a debt due and owing from the Contractor to the Authority and
be forthwith recoverable by action or otherwise.
2.2. This Contract is for an initial period of two [2] years from the 1st October 2009
to 30th September 2011. There is also an option to extend the Contract for a
further period of one [1] years made up from one [1] annual extensions.
This will be subject to:
 Both parties agreeing
 The price being acceptable
 The satisfactory performance of the Contractor as agreed by
the Authority
 The Substance Misuse Testing Service still being required
3. Authority’s Obligations
3.1. Save as otherwise expressly provided, the obligations of the Authority under
the Agreement are obligations of the Authority in its capacity as a contracting
counterparty and nothing in the Agreement shall operate as an obligation
upon, or in any other way fetter or constrain the Authority in any other
capacity, nor shall the exercise by the Authority of its duties and powers in any
other capacity lead to any liability under the Agreement (howsoever arising) on
the part of the Authority to the Contractor.
4. Entire Agreement
4.1. The Agreement constitutes the entire agreement between the Parties relating
to the subject matter of the Agreement. The Agreement 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.
4.2. In the event of and only to the extent of any conflict between the body of the
Agreement, Specification, Invitation to Tender, Contractor’s Tender and any
other documents referred to or attached to the Agreement, the conflict shall be
resolved in accordance with the following order of precedence. The body of
the Agreement shall prevail over:4.2.1. the Schedules
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4.2.2. the Invitation to Tender
4.2.3. the Contractor’s Tender
4.2.4. any other document referred to in the agreement
4.3. Unless expressly agreed, a document varied pursuant to Clause 41 (Variation
of the Services) shall not take higher precedent than specified here.
4.4. The Agreement may be executed in counterparts, each of which when
executed and delivered shall constitute an original but all counterparts
together shall constitute one and the same instrument.
5. Sufficiency of Information
5.1. The Contractor shall be deemed to have examined the requirements specified,
and these General Conditions of Contract. No claim from the Contractor for
additional payment shall be allowed on the grounds of misinterpretation of any
matter relating to the requirements specified in these Conditions of Contract on
which the Contractor could reasonably have satisfied itself beforehand.
5.2. The Contractor shall be deemed to have satisfied himself before submitting his
Tender as to the accuracy and sufficiency of the rate and prices stated by him
in his tender which shall (except in so far as it is otherwise provided in the
Contract) cover all his 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 his
tender.
6. Scope of Agreement
6.1. Nothing in the Agreement shall be construed as creating a partnership or a
contract of employment between the Authority and the Contractor.
7. Liens
7.1. The Contractor shall protect and shall hold all property of the Authority free
from all liens, charges and other encumbrances.
8. Notices
8.1. Except as otherwise expressly provided within the Agreement, no notice or
other communication from one Party to the other shall have any validity under
the Agreement unless made in writing by or on behalf of the Party concerned.
8.2. Any notice or other communication which is to be given by either Party to the
other shall be given by letter (sent by hand, post, registered post or by the
recorded delivery service), by facsimile transmission or electronic mail
(confirmed in either case by letter). Such letters shall be addressed to the
other Party in the manner referred to in Clause 8.3. Provided the relevant
communication is not returned as undelivered, the notice or communication
shall be deemed to have been given two [2] Working Days after the day on
which the letter was posted, or four [4] hours, in the case of electronic mail or
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facsimile transmission or sooner where the other Party acknowledges receipt
of such letters, facsimile transmission or item of electronic mail.
8.3. for the purposes of Clause 8.2, the address of each Party shall be:
For the Authority:
For the attention of: Mrs Rachel Laws
Title: HR Contracts Manager
Address:
Human Resources
Cheshire Constabulary HQ
Clemonds Hey
Oakmere Road
Winsford
CW7 2UA
Tel:
01244 615989
Fax:
01244 614040
E-mail: rachel.laws@cheshire.pnn.police.uk
For the Contractor:
For the attention of:
Title:
Address:
Tel:
Fax:
E-mail:
8.4. Either Party may change its address for service by serving a notice in
accordance with this clause.
9. Mistakes in Information
9.1. The Contractor shall be responsible for the accuracy of all drawings,
documentation and information supplied to the Authority by the Contractor in
connection with the provision of the Service and shall pay the Authority any
extra costs occasioned by any discrepancies, errors or omissions therein.
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10. Conflicts of Interest
10.1. 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 in the reasonable opinion of the Authority 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 Authority under the provisions of the Agreement. The Contractor will
disclose to the Authority full particulars of any such conflict of interest which
may arise.
11. Fraud
11.1.
The Contractor shall take all reasonable steps, in accordance with Good
Industry Practice, to prevent any fraudulent activity by its employees, the
Contractor (including its shareholders, members, directors) and/or any of
the Contractor’s suppliers, in connection with the receipt of monies from the
Authority. The Contractor shall notify the Authority immediately if it has
reason to suspect that any fraud has occurred or is occurring or is likely to
occur.
12. The Substance Misuse Service (the Service)
12.1. The Contractor shall provide the Service during the Term in accordance
with the Authority’s requirements as set out in the Specification and the terms
of the Agreement in consideration of the payment of the Price. The Authority
shall have the power to inspect and examine the performance of the Services
at the Authority’s Premises or, provided that the Authority gives reasonable
notice to the Contractor, at any other premises where any part of the Service is
being performed.
12.2. The Contractor shall at all times deliver the Service in accordance with the
Law.
12.3. In the event that the Authority notifies the Contractor of the Authority’s
reasonably held opinion that any part of the Service does not meet the
requirements of the Agreement or differs in any way from those requirements,
and this is other than as a result of default or negligence on the part of the
Authority, the Contractor shall at its own expense re-schedule and carry out
the Service in accordance with the requirements of the Agreement within such
reasonable time as may be specified by the Authority.
12.4. Timely provision of the Service shall be of the essence of the Agreement,
including in relation to commencing the provision of the Service within the time
agreed or on a specified date.
12.5. Without prejudice to any other rights and remedies the Authority may have
pursuant to the Agreement, the Contractor shall reimburse the Authority for all
reasonable costs incurred by the Authority which have arisen as a
consequence of the Contractor’s delay in the performance of its obligations
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under the Agreement and which delay the Contractor has failed to remedy
following reasonable notice from the Authority.
13. Standard of Work
13.1. The Contractor shall, at all times, comply with the Quality Standards, and,
where applicable, shall maintain accreditation with the relevant Quality
Standards authorisation body. To the extent the standard of Services has not
been specified in the Agreement, the Contractor shall agree the relevant
standard of Services with the Contract Manager prior to the delivery of the
Services, and the Contractor shall undertake its obligations in accordance with
Good Industry Practice.
13.2. The Contractor warrants and represents that all employees assigned to the
performance of the Services shall possess and exercise such qualifications,
skill and experience as are necessary for the proper performance of the
Services.
13.3. The introduction of new methods or systems which adversely affect the
provision of the Services shall be subject to prior Approval.
14. Key Personnel
14.1. The Contractor shall at all times provide the range, quantity and quality
(including properly qualified) of personnel required to provide the Services
under this agreement.
14.2. The Contractor shall provide sufficient information to enable the Authority to
be assured that key personnel meet professional and ethical standards
required for the conduct of the Service, in terms of qualifications and
experience.
14.3. Key personnel shall not be released from providing the Services without the
agreement of the Authority, except by reason of long-term sickness, maternity
leave, paternity leave or termination of employment and other extenuating
circumstances.
14.4. Any replacements to the key personnel shall be subject to the agreement of
the Authority. Such replacements shall be of at least equal status or of
equivalent experience and skills to the key personnel being replaced and be
suitable for the responsibilities of that person in relation to the Services.
14.5. The Authority shall not unreasonably withhold its agreement under Clause
13.3 or Clause 13.4. Such agreement shall be conditional on appropriate
arrangements being made by the Contractor to minimise any adverse impact
on the Agreement which could be caused by a change in key personnel.
15. Contractor’s Personnel
15.1. At the commencement of the Agreement and at any time thereafter on
request, the Contractor shall make available for the purposes of the Contract
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any individuals involved in the provision of the service to enable the Authority
to undertake security clearance. The Contractor shall provide the Authority
with a list including the names, addresses, dates and places of birth, of all
persons regarded by the Contractor as key personnel and, if and when
instructed by the Authority, all other persons who may be at any time
concerned with the Contract or any part of it, specifying in each case the
capacities in which they are so concerned and giving such other particulars
and evidence of identity and other supporting evidence as the Authority may
reasonably require. The Contractor shall not without the prior written approval
of the Authority make any changes in the key personnel referred to in this
paragraph.
15.2. The Contractor shall furnish the Authority with full individual details of all
newly appointed personnel as may be required for the purpose of undertaking
security clearance and if so directed by the Authority in the Authority’s
absolute discretion, ensure that a person does not obtain employment or
continue to be employed by the Contractor on the delivery of the Service.
15.3. The Authority can request the removal of the Contractor’s personnel
concerned with the Contract and/or to decline security clearance for any such
personnel without providing a reason. No personnel will be allowed to visit
premises the subject of this Contract without security clearance. The
Contractor must ensure that his list of security cleared personnel is constantly
kept up to date and available for inspection by the Authority’s personnel.
15.4. Where any change of circumstances or where any new information about
personnel comes to the attention of the Contractor during the currency of the
Agreement which may affect the decision on security clearance which has
been taken by the Authority, the Contractor shall provide this to the Authority
and shall comply with any decision made by the Authority in this clause.
15.5. The Contractor shall not permit any employee to bring any unauthorised
personnel (including children and animals) on to any of the Authority’s
premises.
15.6. The Contractor’s employees must not smoke whilst on the Authority’s
premises.
15.7. The Authority will not accept any liability in respect of theft, loss or damage
to personal property of the Contractor’s employees.
15.8. The Contractor shall bear the cost of any notice, instruction or decision of
the Authority under this Clause.
16. Authority Property
16.1. Where the Authority for the purpose of the Agreement issues Authority
Property free of charge to the Contractor, such property shall be and remain
the property of the Authority. The Contractor shall not in any circumstances
have a lien on the Authority Property and the Contractor shall take all
reasonable steps to ensure that the title of the Authority to such Authority
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Property and the exclusion of any such lien are brought to the notice of all subcontractors and other persons dealing with the Agreement.
16.2. Any Authority Property made available or otherwise received by the
Contractor shall be deemed to be in good condition when received by or on
behalf of the Contractor unless the Contractor notifies the Authority otherwise
within five [5] Working Days of receipt.
16.3. The Contractor shall maintain all Authority Property in good order and
condition, excluding fair wear and tear, and shall use Authority Property solely
in connection with the Agreement and for no other purpose without prior
Approval.
16.4. The Contractor shall ensure the security of all Authority Property, whilst in
the Contractor’s possession, either on its premises or elsewhere during the
performance of the Agreement, in accordance with the Authority’s reasonable
security requirements as required from time to time.
16.5. The Contractor shall be liable for any and all loss of or damage (excluding
fair wear and tear) to any Authority Property, unless the Contractor is able to
demonstrate that such loss or damage was caused by the negligence or
default of the Authority. The Contractor’s liability set out in this clause shall be
reduced to the extent that such loss or damage was contributed to by the
negligence or default of the Authority. The Contractor shall inform the Contract
Manager within two [2] Working Days of becoming aware of any defects
appearing in or losses or damage occurring to Authority Property made
available for the purposes of the Agreement.
17. Sub-Contracting for the delivery of the Services
17.1. Where the Contractor enters into a sub-contract in accordance with Clause
39, a supplier or contractor for the purpose of performing the Agreement, it
shall cause a term to be included in such a sub-contract which requires
payment to be made of undisputed sums by the Contractor to the subcontractor within a specified period not exceeding thirty [30] days from the
receipt of a valid invoice, as defined by the sub-contract requirements.
18. Price
18.1. The Tenderer shall comply with all the terms and conditions contained
herein relating to pricing and price variations. No price variation will be
considered otherwise than in accordance with the price variations detailed in
this clause
18.2. In consideration of the performance of the Contractor’s obligations under
the Agreement by the Contractor, the Authority shall pay the Price in
accordance with Clause 19.
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19. Payment and Tax
19.1. The Authority shall pay the undisputed sums due to the Contractor in
cleared funds within thirty [30] days of receipt and agreement of invoices,
submitted monthly in arrears, for work completed to the satisfaction of the
Authority.
19.2. Each invoice shall contain all appropriate references and a detailed
breakdown of the Services provided and shall be supported by any other
documentation reasonably required by the Contract Manager to substantiate
the invoice.
19.3. Tax, where applicable, shall be shown separately on valid Tax invoices as a
strictly net extra charge.
19.4. The Authority may, in accordance with Clause 43, reduce payment in
respect of any Service which the Contractor has either failed to provide or has
provided inadequately, without prejudice to any other rights or remedies of the
Authority.
19.5. The Contractor shall not suspend the supply of the Services for failure to
pay undisputed sums of money.
20. Recovery of Sums Due
20.1. Wherever under the Agreement any sum of money is recoverable from or
payable by the Contractor (including any sum which the Contractor is liable to
pay to the Authority in respect of any breach of the Agreement), the Authority
may unilaterally deduct that sum from any sum then due, or which at any later
time may become due to the Contractor under the Agreement or under any
other agreement or contract with the Authority.
20.2. Any overpayment by either Party, whether of the Price or of Tax, shall be a
sum of money recoverable by the Party who made the overpayment from the
Party in receipt of the overpayment.
20.3. The Contractor shall make any payments due to the Authority without any
deduction whether by way of set-off, counterclaim, discount, abatement or
otherwise unless the Contractor has a valid court order requiring an amount
equal to such deduction to be paid by the Authority to the Contractor.
21. Price Adjustment on Extension
21.1.
Subject to Clause 21.4 the Price shall remain fixed for the Term.
21.2. In the event of a possible Extension, the Authority reserves the right to
review any charges payable to the Contractor for the provision of services
beyond the Term.
21.3. If the Authority approaches the Contractor in accordance with Clause 46
concerning an Extension, the Authority must agree the Price to be payable to
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the Contractor for the provision of any services during the Extension, at least
three [3] months prior to the end of the Term.
21.4. Any claim for an increase in the charges during an Extension will only be
considered if the increase does not exceed the percentage change in the
Office of National Statistics’ Consumer Prices Index (or another such index as
notified to the Contractor in writing) between the Commencement Date and the
date three [3] months before the end of the Term.
22. Euro
22.1. Any legislative requirement to account for the services in Euros (or to
prepare for such accounting) instead of and / or in addition to sterling, shall be
implemented by the Contractor at nil charge to the Authority.
22.2. The Authority shall provide all reasonable assistance to facilitate
compliance by the Contractor under Clause 22.1.
23. Prevention of Corruption
23.1. The Contractor shall not offer or give, or agree to give, to any employee,
agent, servant or representative of the Authority any gift or consideration of
any kind as an inducement or reward for doing, refraining from doing, or for
having done or refrained from doing, any act in relation to the obtaining or
execution of the Agreement or any other contract with the Authority, or for
showing or refraining from showing favour or disfavour to any person in
relation to the Agreement or any such contract. The attention of the
Contractor is drawn to the criminal offences under the Prevention of Corruption
Acts 1889 to 1916.
23.2. The Contractor warrants that it has not paid commission or has agreed to
pay any commission to any employee or representative of the Authority by the
Contractor or on the Contractor’s behalf.
23.3. Where the Contractor or Contractor’s employees, servants, subcontractors, suppliers or agents or anyone acting on the Contractor’s behalf,
engages in conduct prohibited by clauses 23.1 or 23.2 in relation to this or any
other contract with the Authority, the Authority has the right to:
23.3.1. terminate the Agreement and recover from the Contractor the amount of
any loss suffered by the Authority resulting from the termination, including
the cost reasonably incurred by the Authority of making other arrangements
for the provision of the Goods and any additional expenditure incurred by
the Authority throughout the remainder of the Term; or
23.3.2. recover in full from the Contractor any other loss sustained by the
Authority in consequence of any breach of this clause, whether or not the
Agreement has been terminated
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24. Canvassing
24.1. Canvassing is prohibited and any Tenderer who is guilty of so doing will be
disqualified and apart from any other action which may be taken against him
will be debarred from tendering to the Authority for a minimum period of three
[3] years following the date of expiry of the Contract the subject of the Tender
or other such period as may be prescribed by the Authority.
25. Contractor’s Duties to Employees
25.1. The Contractor shall employ only such persons as are careful, skilled and
honest in the performance of the service.
25.2. The Contractor shall not unlawfully discriminate within the meaning and
scope of the provisions of the Race Relations Act 1976, as amended by the
Race Relations (Amendment) Act 2000, the Race Relations (Amendment)
Regulations 2003, the Employment Equality (Religion or Belief) Regulations
2003, the Disability Discrimination Act 2005, the Employment Equality (Sexual
Orientation) Regulations 2003, the European Community Goods and Services
Directive 2004/113, the Employment Act 2006, the Sexual Discrimination Act
1975, the Sexual Discrimination Regulations 2003, the Employment Equality
(Age Discrimination) Regulations 2006 or any statutory modification or reenactment thereof relating to discrimination in employment.
25.3. The Contractor shall take all reasonable steps to secure the observance of
these provisions by all servants, employees or agents of the Contractor and all
sub-contractors employed in the execution of the Contract.
25.4. The Contractor shall be required to fully comply with the Health & Safety at
Work Act 1974 and with all regulations attached thereto. All health and safety
information provided by the Authority to the Contractor for this purpose shall
be provided to the Contractors staff. If the Contractor is in breach of this
condition, the Authority will be entitled to suspend the Contract forthwith
without prejudice of any other rights which the Authority may have, until such
time as the breach has been rectified.
25.5. The Contractor shall keep proper records necessary for the satisfactory
completion of the Contract including wages, records and time sheets, showing
the wages paid to and the time worked by the work people in his employ and
about the execution of the Contract. All such records shall be produced
whenever required for the inspection by an officer authorised by the Authority.
25.6. The Contractor shall be responsible for the observance of this condition by
Sub-Contractors employed within the United Kingdom in the execution of the
Contract and shall if required notify the Authority of the names and addresses
of all such Sub-Contractors.
25.7. In the event of any question arising as to whether the foregoing conditions
are being observed the question shall, if not otherwise disposed of, be referred
to an independent tribunal for decision.
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26. The Contracts (Rights of Third Parties) Act 1999
26.1. No person who is not a Party to the Agreement (including without limitation
any employee, officer, agent, representative, or sub-contractor of either the
Authority or the Contractor) shall have any right to enforce any term of the
Agreement, which expressly or by implication, confers a benefit on him without
the prior agreement in writing of both Parties, which agreement should
specifically refer to Clause 26. This Clause does not affect any right or remedy
of any person which exists or is available otherwise than pursuant to that Act.
27. Environmental Requirements
27.1. The Contractor shall, when working on the Authority’s Premises, perform
the Agreement in accordance with the Authority’s Environmental Policy, which
is to conserve energy, water, wood, paper and other resources, reduce waste
and phase out the use of ozone depleting substances and minimise the
release of greenhouse gases, volatile organic compounds and other
substances damaging to health and the environment.
28. Health and Safety
28.1. The Contractor shall promptly notify the Authority of any health and safety
hazards which may arise in connection with the performance of the
Agreement. The Authority shall promptly notify the Contractor of any health
and safety hazards which may exist or arise at the Authority’s Premises and
which may affect the Contractor in the performance of the Agreement.
28.2. While on the Authority’s Premises, the Contractor shall comply with any
health and safety measures implemented by the Authority in respect of Staff
and other persons working on those Premises.
28.3. The Contractor shall notify the Authority immediately in the event of any
incident occurring in the performance of the Agreement on the Authority’s
Premises where that incident causes any personal injury or damage to
property which could give rise to personal injury.
28.4. The Contractor shall comply with the requirements of the Health and Safety
at Work etc. Act 1974, and any other acts, orders, regulations and codes of
practice relating to health and safety, which may apply to Staff and other
persons working on the Premises in the performance of the Agreement.
28.5. The Contractor shall ensure that its health and safety policy statement (as
required by the Health and Safety at Work etc Act 1974) is made available to
the Authority on request.
29. TUPE
29.1. The Parties recognise that the Transfer of Undertakings (Protection of
Employment) Regulations 1981 and 2006 (TUPE) may apply in respect of this
agreement, and should they so apply that for the purposes of those
Regulations, the undertaking concerned (or any relevant part of the
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undertaking) shall transfer to the Contractor on the commencement of full
operations.
29.2. During the period of six [6] months preceding the expiry of the agreement or
after the Authority has given notice to terminate the agreement or the
Contractor stops trading, and within twenty [20] working days of being so
requested by the Authority, the Contractor shall fully and accurately disclose to
the Authority for the purposes of TUPE all information relating to its employees
engaged in providing Services under the agreement, in particular, but not
necessarily restricted to the following:
29.2.1. The total number of staff whose employment with the contract is liable to
be terminated at the expiry of this agreement but for any operation of law;
and
29.2.2. For each person, age and gender, details of their salary, and pay
settlements covering that person which related to future dates but which
have already been agreed and their redundancy entitlements (the names of
individual members of employed staff do not have to be given); and
29.2.3. Full information about the other terms and conditions on which the
affected staff are employed (including but not limited to their working
arrangements), or about where that information can be found; and
29.2.4. details of pension entitlements, if any; and
29.2.5. job titles of the members of staff affected and the qualifications required
for each position
29.3. The Contractor shall permit the Authority to use the information for the
purposes of TUPE and retendering. The Contractor will co-operate with the
retendering of the agreement by allowing the Transferee to communicate with
and meet the affected employees and / or their representatives.
29.4. The Contractor agrees to indemnify the Authority fully and to hold it
harmless at all times from and against all actions, proceedings, claims,
expenses, awards, costs and all other liabilities whatsoever in any way
connected with or arising from or relating to the provision of information under
Clause 29.2.
29.5. The Contractor agrees to indemnify the Authority from and against all
actions, proceedings, claims, expenses, awards, costs, and all other liabilities
(including legal fees) in connection with or as a result of any claim or demand
by any employee or other employee or person claiming to be an employee on
any date upon which the agreement is terminated and / or transferred to any
third party (“relevant transfer date”) arising out of their employment or its
termination whether such claim or claims arise before or after the relevant
transfer date.
29.6. In the event that the information provided by the Contractor in accordance
with Clause 29.2 above becomes inaccurate, whether due to changes to the
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employment and personnel details of the affected employees made
subsequent to the original provision of such information or by reason of the
Contractor becoming aware that the information originally given was
inaccurate, the Contractor shall notify the Authority of the inaccuracies and
provide the amended information.
29.7. The provisions of this Clause shall apply during the continuance of this
agreement and indefinitely after its termination.
30. Human Rights
30.1. The parties shall not do or (in so far as any act lies within the reasonable
power of the parties to prevent) permit or allow anything to be done which is
incompatible with the rights contained within the European Convention on
Human Rights and/or the Human Rights Act, 1998.
30.2. The parties shall not do or (in so far as any act lies within the reasonable
power of the parties to prevent) permit or allow anything to be done which may
result in the Authority acting incompatibly with the rights contained within the
European Convention on Human Rights and/or the Human Rights Act 1998
30.3. Each party shall indemnify the other party against any loss, claims and
expenditure resulting from any breach of this clause.
31. Data Protection Act
31.1. The Contractor shall (and shall procure that any of its Staff involved in the
provision of the Agreement) comply with any notification requirements under
the Data Protection Act 1984 and 1998 (“DPA”) and any act amending,
replacing or renewing the same. Both Parties will duly observe all their
obligations under the DPA which arise in connection with the Agreement.
31.2. Notwithstanding the general obligation in Clause 31.1, where the Contractor
is processing personal data (as defined by the DPA) as a data processor for
the Authority (as defined by the DPA) the Contractor shall ensure that it has in
place appropriate technical and contractual measures to ensure the security of
the personal data (and to guard against unauthorised or unlawful processing
of the personal data and against accidental loss or destruction of, or damage
to, the personal data), as required under the Seventh Data Protection Principle
in Schedule 1 to the DPA; and
31.2.1. provide the Authority with such information as the Authority may
reasonably require to satisfy itself that the Contractor is complying with its
obligations under the DPA;
31.2.2. promptly notify the Authority of any breach of the security measures
required to be put in place pursuant to clause 31.2; and
31.2.3. ensure it does not knowingly or negligently do or omit to do anything
which places the Authority in breach of the Authority’s obligations under the
DPA.
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31.3. The provisions of this clause shall apply during the continuance of the
Agreement and indefinitely after its expiry or termination.
32. Confidentiality
32.1. The Contractor undertakes to ensure that his employees abide by the
provisions of the Official Secrets Act 1911 and 1989 and any act amending,
replacing or renewing the same. The Contractor shall, by the display or notices
or by other appropriate means, ensure that all persons engaged in connection
with the Contract (including any maintenance agreement) have notice that
these statutory provisions apply.
32.2. The Contractor shall keep secret and not disclose and shall ensure that his
employees keep secret and do not disclose any information of a confidential
nature obtained by him by reason of this Contract except information which is
in the public domain otherwise than by reason of a breach of this provision.
32.3. The Contractor shall ensure that his Employees, Agents and SubContractors treat all information obtained or received in connection with the
Contract as confidential and are aware of the provisions of the Data Protection
Act 1984 and 1998 and that any personal information shall not be disclosed.
32.4. Without prejudice to any obligations imposed upon the Contractor by the
Official Secrets Act 1911 to 1989 the Contractor shall not and shall ensure that
no person employed or engaged by the Contractor at any time use (except for
the development of systems and techniques for the better and more efficient
delivery of the Services), disclose, communicate or divulge, other than for the
purposes of the Authority as required by law or a court of present jurisdiction,
the Authority’s data or any information regarding the methods, policies,
procedures, techniques, computer programmes, resource or developments
projects or results, other trade secrets, or any other knowledge or information
used or developed by the Authority or its agents, consultants or any other
person acting on its behalf (including the Contractor), or any other confidential
information whatsoever relating to or dealing with the operations, activities and
undertaking of the Authority, made known to the Contractor or learned or
acquired by it while undertaking the Services. All information and data is to be
stored securely and upon expiration of the Contract is to be returned to the
Authority.
32.5. The Contractor hereby agrees it will not, at any time, without prior written
consent of the Authority make, publish or issue or cause to be made,
published or issued any remarks or statements concerning the Authority or any
of their its agents, consultants or anyone else acting on its behalf or in respect
of any of its or their operations, activities or undertakings whether or not such
statements are made in connection with the solicitation of business from third
parties.
32.6. The Contractor shall indemnify and keep indemnified the Authority against
any actions, claims, losses, proceedings or costs arising from any breach of
this condition.
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32.7. If the Contractor is in breach of this condition, the Authority will be entitled
to cancel the Contract forthwith.
32.8. Each Party shall treat all Confidential Information belonging to the other
Party as confidential and safeguard it accordingly; and shall not disclose any
Confidential Information belonging to the other Party to any other person
without the prior written consent of the other Party, except to such persons and
to such extent as may be necessary for the performance of the Agreement or
except where disclosure is otherwise expressly permitted by the provisions of
the Agreement.
32.9. The Contractor shall take all necessary precautions to ensure that all
Confidential Information obtained from the Authority under or in connection
with the Agreement:
32.9.1. is given only to such of the Staff and professional advisors or consultants
engaged to advise it in connection with the Agreement as is strictly
necessary for the performance of the Agreement and only to the extent
necessary for the performance of the Agreement;
32.9.2. is treated as confidential and not disclosed (without prior Approval) or
used by any Staff or such professional advisors or consultants otherwise
than for the purposes of the Agreement.
32.10. The Contractor shall not use any Confidential Information it receives from
the Authority otherwise than for the purposes of the Agreement.
32.11. The provisions of Clauses 32.1 to 32.4 shall not apply to any Confidential
Information received by one Party from the other:
32.11.1. which is or becomes public knowledge (otherwise than by breach of this
clause);
32.11.2. which was in the possession of the receiving Party, without restriction
as to its disclosure, before receiving it from the disclosing Party;
32.11.3. which is received from a third party who lawfully acquired it and who is
under no obligation restricting its disclosure;
32.11.4. is independently developed without access to the Confidential
Information; or
32.11.5. which must be disclosed pursuant to a statutory, legal or parliamentary
obligation placed upon the Party making the disclosure, including any
requirements for disclosure under the Freedom of Information Act 2000 or
the Environmental Information Regulations pursuant to Clause 33
32.12. Nothing in this clause shall prevent the Authority disclosing any Confidential
Information for the purpose of:
32.12.1. the examination and certification of the Authority’s accounts; or
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32.12.2. any examination pursuant to Sections 44 and 46 of the Audit
Commission Act 1998 of the economy, efficiency and effectiveness with
which the Authority has used its resources; or
32.12.3. disclosing any Confidential Information obtained from the Contractor:
32.12.3.1. to any government department or any other Contracting Authority.
All government departments or Contracting Authorities receiving such
Confidential Information shall be entitled to further disclose the
Confidential Information to other government departments or other
Contracting Authorities on the basis that the information is confidential
and is not to be disclosed to a third party which is not part of any
government department or any Contracting Authority; or
32.12.3.2. to any person engaged in providing any services to the Authority
for any purpose relating to or ancillary to the Agreement;
32.12.3.3. provided that in disclosing information under sub-paragraph
32.12.3.2 the Authority discloses only the information which is
necessary for the purpose concerned and requires that the information
is treated in confidence and that a confidentiality undertaking is given
where appropriate.
32.13. Nothing in this clause shall prevent either Party from using any techniques,
ideas or know-how gained during the performance of the Agreement in the
course of its normal business, to the extent that this does not result in a
disclosure of Confidential Information or an infringement of Intellectual
Property Rights.
33. Freedom of Information Act 2000
33.1. The Contractor acknowledges that the Authority is subject to the
requirements of the Freedom of Information Act 2000 and the Environmental
Information Regulations 2004 and shall assist and cooperate with the Authority
(at the Contractor’s expense) to enable the Authority to comply with these
Information disclosure requirements.
33.2.
The Contractor shall and shall procure that its sub-contractors shall:
33.2.1. transfer the Request for Information to the Authority as soon as
practicable after receipt and in any event within two [2] Working Days of
receiving a Request for Information
33.2.2. provide the Authority with a copy of all Information in its possession or
power in the form that the Authority requires within five [5] Working Days (or
such other period as the Authority may specify) of the Authority requesting
that Information; and
33.2.3. provide all necessary assistance as reasonably requested by the
Authority to enable the Authority to respond to a Request for Information
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within the time for compliance set out in Section 10 of the FOIA [or
Regulation 5 of the Environmental Information Regulations].
33.3. The Authority shall be responsible for determining at its absolute discretion
whether the Commercially Sensitive Information and/or any other Information:
33.3.1. is exempt from disclosure in accordance with the provisions of the FOIA
or the Environmental Information Regulations
33.3.2. is to be disclosed in response to a Request for Information, and in no
event shall the Contractor respond directly to a Request for Information
unless expressly authorised to do so by the Authority.
33.4. The Contractor shall ensure that all Information produced in the course of
the Agreement or relating to the Agreement is retained for disclosure and shall
permit the Authority to inspect such records as requested from time to time.
34. Security of Confidential Information
34.1. In order to ensure that no unauthorised person gains access to any
Confidential Information or any data obtained in the performance of the
Agreement, the Contractor undertakes to maintain security systems approved
by the Authority.
34.2. The Contractor will immediately notify the Authority of any breach of
security in relation to Confidential Information and all data obtained in the
performance of the Agreement and will keep a record of such breaches. The
Contractor will use its best endeavours to recover such Confidential
Information or data however it may be recorded. This obligation is in addition
to the Contractor’s obligations under Clause 33. The Contractor will cooperate with the Authority in any investigation that the Authority considers
necessary to undertake as a result of any breach of security in relation to
Confidential Information or data.
35. Publicity
35.1. Except with the written consent of the other party neither party shall make
any press announcements or publicise this Contract in any way.
35.2. Both parties shall take all reasonable steps to ensure the observance of the
provisions of Clause 35.1by all their servants, employees, agents and
consultants. The Contractor shall take all reasonable steps to ensure the
observance of the provisions of Clause 35 by its Sub-Contractors.
35.3. Notwithstanding the provisions of Clause 35.1, the Authority shall be
entitled to publicise this Contract in accordance with any legal or quasi legal
obligation upon the Authority, including, but without limitation, obligations
under the General Agreement on Tariffs and Trade Agreement on Government
Procurement.
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35.4. The Contractor is advised that he or his sub-contractors shall not, without
the prior written consent of the Authority use the Cheshire Police Authority
logo on any contract or publicity material. Neither will any Contractor or his
Sub-Contractors advertise or publicly announce that they are undertaking work
for any Police Authority or their partners, without first obtaining the written
permission of the contract participant in respect of this Contract
36. Copyright
36.1. Copyright in the documents comprising the Contract shall vest in the
Authority but the Contractor may obtain or make at his own expense any
further copies required for use by the Contractor in performing the Contract.
36.2. All reports and other documents and materials and the copyright or similar
protection therein arising out of the performance by the Contractor of his duties
hereunder are hereby assigned to and shall vest in the Authority absolutely.
36.3. The provisions of this Condition shall apply during the continuance of this
Contract and after its termination howsoever arising.
37. Intellectual Property Rights
37.1. All Intellectual Property Rights in any specifications, instructions, plans,
data, drawings, databases, patents, patterns, models, designs or other
material:
37.1.1. furnished to or made available to the Contractor by the Authority shall
remain the property of the Authority;
37.1.2. prepared by or for the Contractor for use, or intended use, in relation to
the performance of the Agreement shall belong to the Authority 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 Agreement) without prior Approval,
use or disclose any such Intellectual Property Rights, or any other
information (whether or not relevant to the Agreement) which the Contractor
may obtain in performing the Agreement except information which is in the
public domain.
37.2. The Contractor shall obtain Approval before using any material, in relation
to the performance of the Agreement which is or may be subject to any third
party Intellectual Property Rights. The Contractor shall procure that the owner
of the rights grants to the Authority a non-exclusive licence, or if itself a
licensee of those rights, shall grant to the Authority an authorised sub-licence,
to use, reproduce, and maintain the material. Such licence or sub-licence shall
be non-exclusive, perpetual and irrevocable, shall include the right to sublicence, transfer, novate or assign to other Contracting Authorities, the
Replacement Contractor or to any other third party providing services to the
Authority, and shall be granted at no cost to the Authority.
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37.3. It is a condition of the Agreement that the Services will not infringe any
Intellectual Property Rights of any third party and the Contractor shall during
and after the Term on written demand indemnify and keep indemnified the
Authority against all actions, suits, claims, demands, losses, charges,
damages, costs and expenses and other liabilities which the Authority may
suffer or incur as a result of or in connection with any breach of this clause,
except where any such claim relates to:
37.3.1. designs furnished by the Authority;
37.3.2. the use of data supplied by the Authority which is not required to be
verified by the Contractor under any provision of the Agreement.
37.4. The Authority shall notify the Contractor in writing of any claim or demand
brought against the Authority for infringement or alleged infringement of any
Intellectual Property Right in materials supplied or licensed by the Contractor.
The Contractor shall at its own expense conduct all negotiations and any
litigation arising in connection with any claim for breach of Intellectual Property
Rights in materials supplied or licensed by the Contractor, provided always
that the Contractor:
37.4.1. shall consult the Authority on all substantive issues which arise during the
conduct of such litigation and negotiations;
37.4.2. shall take due and proper account of the interests of the Authority; and
37.4.3. shall not settle or compromise any claim without the Authority’s prior
written consent (not to be unreasonably withheld or delayed).
37.5. The Authority shall at the request of the Contractor afford to the Contractor
all reasonable assistance for the purpose of contesting any claim or demand
made or action brought against the Authority or the Contractor for infringement
or alleged infringement of any Intellectual Property Right in connection with the
performance of the Agreement and shall be repaid all costs and expenses
(including, but not limited to, legal costs and disbursements) incurred in doing
so. Such costs and expenses shall not be repaid where they are incurred in
relation to a claim, demand or action which relates to the matters in Clause
37.4.1 and 37.4.2
37.6. The Authority shall not make any admissions which may be prejudicial to
the defence or settlement of any claim, demand or action for infringement or
alleged infringement of any Intellectual Property Right by the Authority or the
Contractor in connection with the performance of the Agreement.
37.7. If a claim, demand or action for infringement or alleged infringement of any
Intellectual Property Right is made in connection with the Agreement or in the
reasonable opinion of the Contractor is likely to be made, the Contractor may
at its own expense and subject to the consent of the Authority (not to be
unreasonably withheld or delayed) either:
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37.7.1. modify any or all of the Services without reducing the performance or
functionality of the same, or substitute alternative Services of equivalent
performance and functionality, so as to avoid the infringement or the alleged
infringement, provided that the terms herein shall apply with any necessary
changes to such modified Services or to the substitute Services; or
37.7.2. procure a licence to use and provide the Services, which are the subject
of the alleged infringement, on terms which are acceptable to the Authority.
37.8. At the termination of the Agreement the Contractor shall at the request of
the Authority immediately return to the Authority all materials, work or records
held, including any back-up media.
37.9. The provisions of this clause shall apply during the continuance of the
Agreement and indefinitely after its expiry or termination.
38. Audit
38.1. The Contractor shall keep and maintain until six [6] years after the
Agreement has been completed, or as long a period as may be agreed
between the Parties, full and accurate records of the Agreement including the
Services provided under it, all expenditure reimbursed by the Authority, and all
payments made by the Authority. The Contractor shall on request afford the
Authority or the Authority’s representative such access to those records as
may be required by the Authority in connection with the Agreement.
39. Assignment and Sub-Contracting
39.1. The Contractor shall not assign, sub-contract or in any other way dispose of
the Agreement or any part of it without prior Approval. Sub-contracting any
part of the Agreement shall not relieve the Contractor of any obligation or duty
attributable to the Contractor under the Agreement.
39.2. The Contractor shall be responsible for the acts and omissions of its subcontractors as though they are its own.
39.3. Where the Authority has consented to the placing of sub-contracts, copies
of each sub-contract shall, at the request of the Authority, be sent by the
Contractor to the Authority within two [2] Working Days of such request.
40. Waiver
40.1. The failure of either Party to insist upon strict performance of any provision
of the Agreement or the failure of either Party to exercise any right or remedy
shall not constitute a waiver of that right or remedy and shall not cause a
diminution of the obligations established by the Agreement.
40.2. No waiver shall be effective unless it is expressly stated to be a waiver and
communicated to the other Party in writing in accordance with the provisions of
Clause 8.
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40.3. A waiver of any right or remedy arising from a breach of the Agreement
shall not constitute a waiver of any right or remedy arising from any other or
subsequent breach of the Agreement.
41. Variation of the Services
41.1. The Authority reserves the right on giving two [2] months written notice from
time to time to require changes to the Services (whether by way of the removal
of Services, the addition of new Services, or increasing or decreasing the
Services or specifying the order in which the Services are to be performed or
the locations where the Services are to be provided) for any reasons
whatsoever PROVIDED THAT such addition, omission or variation does not
amount to a material change to the Specification. Such a change is hereinafter
called “a Variation”. No such variation shall vitiate the Contract.
41.2. Any such Variation shall be communicated in writing by the Contract
Manager to the Contractor’s Representative in accordance with the notice
provisions of Clause 8. All Variations shall be in the form of an addendum to
the Agreement.
41.3. In the event of a Variation the Price may also be varied. Such Variation in
the Price shall be calculated by the Authority and agreed in writing with the
Contractor and shall be such amount as properly and fairly reflects the nature
and extent of the Variation in all the circumstances. Failing agreement the
matter shall be determined by negotiation or mediation in accordance with the
provisions of Clause 61.
41.4. The Contractor shall provide such information as may be reasonably
required to enable such varied price to be calculated.
41.5. The Contractor may request a variation provided that the request is made in
writing, including any cost variation within seven [7] days of such occurrence
first becoming known to the Contractor.
41.6. The Authority will either approve or reject in writing any variation proposed
by the Contractor, this will be in writing.
42. Severability
42.1. If any provision of the Agreement is held invalid, illegal or unenforceable for
any reason by any court of competent jurisdiction, such provision shall be
severed and the remainder of the provisions of the Agreement shall continue
in full force and effect as if the Agreement had been executed with the invalid,
illegal or unenforceable provision eliminated.
43. Remedies in the Event of Inadequate Performance
43.1. Where a complaint is received or a problem indicated in any Customer
Satisfaction Survey about the standard of Services or about the way any
Services have been delivered or work has been performed or about the
materials or procedures used or about any other matter connected with the
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performance of the Agreement, then the Contract Manager shall take all
reasonable steps to ascertain whether the complaint is valid. If the Contract
Manager so decides, he may uphold the complaint, or take further action in
accordance with the provisions of Clause 52 of the Agreement.
43.2. In the event that the Authority is of the reasonable opinion that there has
been a material breach of the Agreement by the Contractor, or the
Contractor’s performance of its obligations under the Agreement has failed to
meet the requirement set out in the Specification Schedule, then the Authority
may, without prejudice to its rights under Clause 52 of the Agreement, do any
of the following:
43.2.1. make such deduction from the Price to be paid to the Contractor as the
Authority shall reasonably determine to reflect sums paid or sums which
would otherwise be payable in respect of such of the Services as the
Contractor shall have failed to provide or performed inadequately;
43.2.2. without terminating the Agreement, itself provide or procure the provision
of part of the Services until such time as the Contractor shall have
demonstrated to the reasonable satisfaction of the Authority that the
Contractor will be able to perform such part of the Services in accordance
with the Agreement;
43.2.3. without terminating the whole of the Agreement, terminate the Agreement
in respect of part of the Services only (whereupon a corresponding
reduction in the Price shall be made) and thereafter itself provide or
procure a third party to provide such part of the relevant Services; and/or
43.2.4. terminate, in accordance with Clause 52, the whole of the Agreement.
43.3. The Authority may charge to the Contractor any cost reasonably incurred
by the Authority and any reasonable administration costs in respect of the
provision of such part of the relevant Services by the Authority or by a third
party to the extent that such costs exceed the Price which would otherwise
have been payable to the Contractor for such part of the relevant Services and
provided that the Authority uses its reasonable endeavours to mitigate any
additional expenditure in obtaining replacement Services.
43.4. If the Contractor fails to perform any of the Services to the reasonable
satisfaction of the Authority and such failure is capable of remedy, then the
Authority shall instruct the Contractor to remedy the failure and the Contractor
shall at its own cost and expense remedy such failure (and any damage
resulting from such failure) within ten [10] Working Days or such other period
of time as the Authority may direct.
43.5.
In the event that:
43.5.1. the Contractor fails to comply with Clause 43.4. above and the failure is
materially adverse to the interests of the Authority or prevent the Authority
from discharging a statutory duty; or
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43.5.2. the Contractor persistently fails to comply with Clause 43.4 above,
the Authority reserves the right to terminate the Agreement by notice in writing
with immediate effect.
44. Remedies Cumulative
44.1. Except as otherwise expressly provided by the Agreement, all remedies
available to either Party for breach of the Agreement are cumulative and may
be exercised concurrently or separately, and the exercise of any one remedy
shall not be deemed an election of such remedy to the exclusion of other
remedies.
45. Monitoring of Performance
45.1. The Contractor shall comply with the monitoring arrangements set out in
the ITT including, but not limited to, providing such data and information as the
Contractor may be required to produce under the Agreement.
46. Possible Extension of Term
46.1. Subject to satisfactory performance by the Contractor during the Term, the
Authority may wish to extend the Agreement for a further period of up to two
[2] years. The Authority may approach the Contractor if it wishes to do so
before the end of the Term. The clauses in the Agreement will apply
throughout any such extended period unless otherwise stated to the contrary.
47. Novation
47.1. The Authority shall be entitled to assign, novate or otherwise dispose of its
rights and obligations under this Agreement or any part thereof to any
Contracting Authority, private sector body or any other body established under
statute provided that any such assignment, novation or other disposal shall not
increase the burden of the Contractor’s obligations under this Agreement.
47.2. Each Party shall at its own cost and expense carry out, or use all
reasonable endeavours to ensure the carrying out of, whatever further actions
(including the execution of further documents) the other party reasonably
requires from time to time for the purpose of giving that other party the full
benefit of the provisions of this Agreement.
47.3. The Authority shall be entitled to disclose to any Transferee any
Confidential Information of the Contractor which relates to the performance of
the Agreement by the Contractor. In such circumstances the Authority shall
authorise the Transferee to use such Confidential Information only for
purposes relating to the performance of the Agreement and for no other
purposes and shall take all reasonable steps to ensure that the Transferee
accepts an obligation of confidence.
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48. Indemnity and Insurance
48.1. Neither Party excludes or limits liability to the other Party for death or
personal injury caused by its negligence or for any breach of any obligations
implied by Section 2 of the Supply of Goods and Services Act 1982.
48.2. The Contractor shall indemnify and keep indemnified the Authority fully
against all claims, proceedings, actions, damages, legal costs, expenses and
any other liabilities whatsoever arising out of, in respect of or in connection
with the Agreement including in respect of any death or personal injury, loss of
or damage to property, financial loss arising from any advice given or omitted
to be given by the Contractor, or any other loss which is caused directly or
indirectly by any act or omission of the Contractor. This clause shall not apply
to the extent that the Contractor is able to demonstrate that such death or
personal injury, or loss or damage was not caused or contributed to by its
negligence or default, or the negligence or default of its Staff or subcontractors, or by any circumstances within its or their control.
48.3. The Contractor shall effect and maintain with a reputable insurance
company a policy or policies of insurance providing the following levels of
cover in respect of all risks which may be incurred by the Contractor, arising
out of the Contractor’s performance of the Agreement, including death or
personal injury, loss of or damage to property or any other loss. Such policies
shall include cover in respect of any financial loss arising from any advice
given or omitted to be given by the Contractor.
48.4.
The Contractor shall effect and maintain minimum insurance levels of:
Employer’s Liability
£5 m
Public Liability
£5 m
Professional Indemnity
£2 m (with £5 m preferred)
48.5. The Contractor shall produce to the Contract Manager, on request, copies
of all insurance policies referred to in this clause or a broker’s verification of
insurance to demonstrate that the appropriate cover is in place, together with
receipts or other evidence of payment of the latest premiums due under those
policies.
48.6. If, for whatever reason, the Contractor fails to give effect to and maintain
the insurances required by the Agreement the Authority may make alternative
arrangements to protect its interests and may recover the costs of such
arrangements from the Contractor.
48.7. The terms of any insurance or the amount of cover shall not relieve the
Contractor of any liabilities under the Agreement. It shall be the responsibility
of the Contractor to determine the amount of insurance cover that will be
adequate to enable the Contractor to satisfy any liability referred to in Clause
48.4.
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49. Professional Indemnity
49.1. The Contractor shall hold and maintain Professional Indemnity insurance
cover as specified in Clause 48 and shall ensure that all professional
consultants or sub-contractors involved in the provision of the Services hold
and maintain appropriate cover. To comply with its obligations under this
clause, and as a minimum, the Contractor shall ensure professional indemnity
insurance held by the Contractor and by any agent, sub-contractor or
consultant involved in the performance of Services has a limit of indemnity of
not less than £2m for any occurrences arising out of each and every event.
Such insurance shall be maintained for a minimum of six [6] years following
the expiration or earlier termination of the Agreement.
50. Warranties and Representations
50.1.
The Contractor warrants and represents that:
50.1.1. the Contractor has the full capacity and authority and all necessary
consents (including, but not limited to, where its procedures so require, the
consent of its parent company) to enter into and perform the Agreement and
that the Agreement is executed by a duly authorised representative of the
Contractor;
50.1.2. the Contractor shall discharge its obligations hereunder with all due skill,
care and diligence including but not limited to Good Industry Practice;
50.1.3. all obligations of the Contractor pursuant to the Agreement shall be
performed and rendered by appropriately experienced, qualified and trained
Staff with all due skill, care and diligence;
50.1.4. the Contractor is not in default in the payment of any due and payable
taxes or in the filing, registration or recording of any document or under any
legal or statutory obligation or requirement which default might have a
material adverse effect on its business, assets or financial condition or its
ability to observe or perform its obligations under the Agreement.
51. Termination on Change of Control and Insolvency
51.1. The Authority may terminate the Agreement by notice in writing with
immediate effect where:
51.1.1. 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 Agreement; or
51.1.2. 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
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creditors, or if an administrator is appointed to manage the Contractor’s or
firm’s affairs; or
51.1.3. 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
51.1.4. where the Contractor is unable to pay its debts within the meaning of
section 123 of the Insolvency Act 1986; or
51.1.5. any similar event occurs under the law of any other jurisdiction.
51.2. The Contractor shall notify the Contract Manager immediately when any
change of control occurs. The Authority may only exercise its right under
Clause 51.1 within six [6] months of:
51.2.1. being notified that a change of control has occurred; or
51.2.2. where no notification has been made the date that the Authority becomes
aware of the change of control;
but shall not be permitted to do so where an Approval was granted prior to the
change of control of the Contractor.
51.3. 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 Authority shall be entitled to terminate the Agreement by notice
to the Contractor or the Contractor’s Representative with immediate effect.
52. Termination on Default
52.1. The Authority may terminate the Agreement, or terminate the provision of
any part of the Agreement by written notice to the Contractor or the
Contractor’s Representative with immediate effect if the Contractor commits a
Default and if:
52.1.1. the Contractor has not remedied the Default to the satisfaction of the
Authority within twenty [20] Working Days, or such other period as may be
specified by the Authority, after issue of a written notice specifying the
Default and requesting it to be remedied; or
52.1.2. the Default is not, in the opinion of the Authority, capable of remedy; or
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52.1.3. the Default is a material breach of the Agreement.
52.2. In the event that through any Default of the Contractor, data transmitted or
processed in connection with the Agreement is either lost or sufficiently
degraded as to be unusable, the Contractor shall be liable for the cost of
reconstitution of that data and shall provide a full credit in respect of any
charge levied for its transmission and shall reimburse the Authority for any
costs charged in connection with such Default of the Contractor.
53. Break
53.1. The Authority shall have the right to terminate the Agreement, or to
terminate the provision of any part of the Agreement at any time by giving six
[6] months’ written notice to the Contractor.
54. Breach of Contract
54.1. In the event of any fundamental breach or a breach of a fundamental term
of the contract by the Contractor, or by any person to whom the Contract or
any part thereof may have been assigned or underlet, of any of the Conditions
of these Tender Documents, the Authority may absolutely determine the
Contract. Furthermore, the Authority may proceed to complete the works or
obtain or dispose of the materials elsewhere either by contract or otherwise.
54.2. Any sums which may be incurred or sustained by the Authority by reason of
the determination of the Contract as aforesaid shall be borne by the Contractor
54.3. If the Contract is determined under this Condition the Contractor shall be
debarred from tendering for a minimum period of three [3] years or other such
period as the Authority may determine.
55. Consequences of Termination
55.1. Where the Authority terminates the Agreement under Clause 52 or 54 or
terminates the provision of any part of the Agreement under that Clause 52,
and then makes other arrangements for the provision of Services, the
Authority shall be entitled to recover from the Contractor the cost reasonably
incurred of making those other arrangements and any additional expenditure
incurred by the Authority throughout the remainder of the Term or any
Extension. The Authority shall take all reasonable steps to mitigate such
additional expenditure. Where the Agreement is terminated under Clause 52
or 54, no further payments shall be payable by the Authority to the Contractor
until the Authority has established the final cost of making those other
arrangements.
55.2. Where the Authority terminates the Agreement under Clause 53, the
Authority shall indemnify the Contractor against any commitments, liabilities or
expenditure which would otherwise represent an unavoidable loss by the
Contractor by reason of the termination of the Agreement, provided that the
Contractor takes all reasonable steps to mitigate such loss. Where the
Contractor holds insurance, the Contractor shall reduce its unavoidable costs
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by any insurance sums available. The Contractor shall submit a fully itemised
and costed list of such loss, with supporting evidence, of losses reasonably
and actually incurred by the Contractor as a result of termination under Clause
53.
55.3.
The Authority shall not be liable under Clause 55.2 to pay any sum which:
55.3.1. was claimable under insurance held by the Contractor, and the Contractor
has failed to make a claim on its insurance, or has failed to make a claim in
accordance with the procedural requirements of the insurance policy; or
55.3.2. when added to any sums paid or due to the Contractor under the
Agreement, exceeds the total sum that would have been payable to the
Contractor if the Agreement had not been terminated prior to the expiry of
the Term.
56. Recovery upon Termination
56.1. Save as otherwise expressly provided in this Agreement and
notwithstanding the provisions of;
56.1.1. termination of this Agreement shall be without prejudice to any rights,
remedies or obligations accrued under this Agreement prior to termination
or expiration and nothing in the Agreement shall prejudice the right of either
Party to recover any amount outstanding at such termination or expiry; and
56.1.2. Termination of this Agreement shall not affect the continuing rights and
obligations of the Contractor and the Authority under Clause 13 (Standard
of Work), 20 (Recovery of Sums Due), 23 (Prevention of Corruption), 31
(Data Protection Act), 32 (Confidentiality), 35 (Publicity), 37 (Intellectual
Property Rights), 38 (Audit), 44 (Remedies Cumulative), 48 (Indemnity and
Insurance), 49 (Professional Indemnity), 50 (Warranties and
Representations), 52 (Termination on Default), 55 (Consequences of
Termination), 56 (Recovery on Termination) and 59 (Governing Law).
56.2. At the end of the Term (and howsoever arising) the Contractor shall
forthwith deliver to the Authority upon request all the Authority’s Property
(including but not limited to materials, documents and information) relating to
the Agreement in its possession or under its control or in the possession or
under the control of any permitted suppliers or sub-contractors and in default
of compliance with this clause the Authority may recover possession thereof
and the Contractor grants licence to the Authority or its appointed agents to
enter (for the purposes of such recovery) any premises of the Contractor or its
permitted suppliers or sub-contractors where any such items may be held.
56.3. At the end of the Term (howsoever arising) and/ or after the Term the
Contractor shall provide assistance to the Authority and any new contractor
appointed by the Authority to continue or take over the performance of the
Agreement in order to ensure an effective handover of all work then in
progress. Where the end of Term arises due to the Contractor’s default, the
Contractor shall provide such assistance free of charge. Otherwise the
Authority shall pay the Contractor’s reasonable costs of providing the
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assistance, and the Contractor shall take all reasonable steps to mitigate such
costs.
57. Disruption
57.1. The Contractor shall take reasonable care to ensure that in the execution of
the Agreement it does not disrupt the operations of the Authority, its
employees or any other contractor employed by the Authority.
57.2. The Contractor shall immediately inform the Authority of any actual or
potential industrial action, whether such action is by their own employees or
others, which affects or might affect its ability at any time to perform its
obligations under the Agreement.
57.3. In the event of industrial action by the Contractor or the Contractor’s
suppliers the Contractor shall seek the Authority’s Approval to its proposals for
the continuance of the performance of the Services in accordance with its
obligations under the Agreement.
57.4. If the Contractor’s proposals referred to in Clause 57.3 are considered
insufficient or unacceptable by the Authority acting reasonably, then the
Agreement may be terminated by the Authority by notice in writing with
immediate effect.
58. Force Majeure
58.1. Neither Party shall be liable to the other Party for any delay in or failure to
perform its obligations under the Agreement (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 Agreement for a period in excess of six [6] Months, either
Party may terminate the Agreement by notice in writing with immediate effect.
58.2. Any failure or delay by the Contractor in performing its obligations under the
Agreement which results from any failure or delay by an agent, sub-contractor
or supplier shall be regarded as due to Force Majeure only if that agent, subcontractor or supplier is itself impeded by Force Majeure from complying with
an obligation to the Contractor.
58.3.
Clause 58 does not affect the Authority’s rights under Clause 56.
58.4. If either of the Parties becomes aware of circumstances of Force Majeure
which give rise to or which are likely to give rise to any such failure or delay on
its part as described in Clause 58.1 and 58.2 it shall forthwith notify the other
by the most expeditious method then available and shall inform the other of
the period which it is estimated that such failure or delay shall continue.
58.5. For the avoidance of doubt it is hereby expressly declared that the only
events which shall afford relief from liability for failure or delay of performance
of the Agreement shall be any event qualifying for Force Majeure hereunder.
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59. Governing Law
59.1. The Agreement shall be governed by and interpreted in accordance with
English law and the Parties submit to the exclusive jurisdiction of the courts of
England.
60. Additional Terms and Conditions
60.1. The Contractor is to instruct all his agents, subcontractors, staff and
employees not to send additional contract terms subsequent to the issue of
this Contract. Any terms and conditions sent on the back of delivery notes,
timesheets or provided to contract participants to sign will be invalid. The
Contract terms stated here in this document are the only terms which the
Authority will enter into subject to final discussion (only on clauses denoted as
non-compliant).
61. Dispute Resolution
61.1. Any dispute, difference or question at any time arising between the parties
as to the construction of the Contract or as to any matter or thing arising out of
the Contract or in any way connected therewith shall be referred for resolution
through progressively senior levels of management. Each of the parties shall
act in good faith towards each other and shall use their best endeavours to
resolve the dispute which should be resolved within 20 working days of either
party notifying the other of the dispute..
61.2. If the parties are unable to resolve the dispute or are unable to resolve the
dispute within 20 working days of either party notifying the other of the dispute,
the dispute may be referred to the arbitration of a single arbitrator.
61.3. The arbitration process shall be commenced by either party giving written
notice of arbitration to the other party stating that the dispute is to be referred
to arbitration and providing details of the issues to be resolved.
61.4. The written notice provided under clause 56.3 shall identify a proposed
single arbitrator and require either agreement or counter proposal (with
reasons) within 10 working days. The identity of the single arbitrator shall be
agreed between the parties or in the event the parties cannot agree within 10
working days of the counter notice being served,
61.5. shall be appointed at the request of either party by the President of the
Chartered Institute of Arbitrators. The arbitration shall be in accordance with
the Arbitration Act 1979 and any statutory modification or re-enactment thereof
for the time being in force.
61.6. The performance of the Agreement shall not be suspended, cease or be
delayed by the reference of a dispute to an arbitrator and the Contractor (or
employee, agent or supplier) shall comply fully with the requirements of the
Agreement at all times.
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61.7. Nothing in this dispute resolution procedure shall prevent the Parties from
seeking from any Court of competent jurisdiction an interim order restraining
the other Party from doing any act or compelling the other Party to do any act.
61.8. Alternatively, the Authority may consider mediation as a means of dispute
resolution.
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