Framework Agreement
Agreement Reference Number: PSF91313 Date:
Framework Agreement
for the Provision of Multi Disciplinary Services between
Transport for London and
[Consultant Name]
CONTENTS
CLAUSE PAGE
1 DEFINITIONS AND INTERPRETATION 4
2 FRAMEWORK AGREEMENT 10
3 BEHAVIOUR 11
4 TERM OF FRAMEWORK AGREEMENT AND CALL-OFF CONTRACTS 11
5 THE SERVICES 11
6 PARENT COMPANY GUARANTEE, WARRANTIES AND OBLIGATIONS 13
7 CALL-OFF PROCEDURE 14
8 CONTRACTUAL MANAGEMENT 19
9 ADJUSTMENT OF MAXIMUM CHARGE OUT RATES 20
10 CONSULTANT’S PERSONNEL 20
11 SUB CONTRACTING 21
12 EQUIPMENT 22
13 CONFLICT OF INTEREST 22
14 COMPLIANCE WITH POLICIES AND LAW 23
15 CORRUPT GIFTS AND PAYMENT OF COMMISSION 25
16 QUALITY AND BEST VALUE 27
17 EMPLOYER DATA 27
18 ACCESS TO PREMISES 28
19 INTELLECTUAL PROPERTY RIGHTS 28
20 IT REQUIREMENTS 30
21 SET-OFF 30
22 CONFIDENTIALITY AND ANNOUNCEMENTS 31
23 DATA PROTECTION 32
24 FREEDOM OF INFORMATION 33
25 RESPONSIBLE PROCUREMENT 34
26 SUPPLIER PERFORMANCE 35
27 BREACH AND TERMINATION OF FRAMEWORK AGREEMENT 35
28 CONSEQUENCES OF TERMINATION OR EXPIRY 37
29 AUDIT 38
30 SURVIVAL 38
31 RIGHTS OF THIRD PARTIES 38
32 CONTRACT VARIATION 39
33 NOVATION AND ASSIGNMENT 39
34 INDEMNITY AND INSURANCE 39
35 NON-WAIVER OF RIGHTS 39
36 ILLEGALITY AND SEVERABILITY 40
37 ENTIRE AGREEMENT 40
38 RELATIONSHIP OF THE PARTIES 41
39 NOTICES 41
40 FURTHER ASSURANCES 41
41 DISPUTES 41
42 GOVERNING LAW 45
SCHEDULES
1 | Pricing and Commercial Information |
2A 2B | Conditions of Contract Conditions of Contract – Short Form |
3 | Framework Scope |
4A | Form of Parent Company Guarantee (Framework Agreement) |
4B | Form of Parent Company Guarantee (Call Off Contract) |
5 | Form of Direct Request Form |
6A | Form of Mini-Competition Request Form |
6B 6C | Form of Mini-Competition Request Form – Short Form: Services Form of Mini-Competition Request Form – Short Form: Consultant Secondment |
7A 7B 7C | Call Off Contract Form of Agreement Call Off Contract Form of Agreement – Short Form Call Off Contract Form of Variation |
8 | Form of Performance Bond |
9 | Form of Warranty from Consultant to Financier or other beneficiary |
10 | Form of Warranty from Consultant to Employer upon novation |
11A | Form of Warranty from Subconsultant to Employer |
11B | Form of Warranty from Subconsultant to Financier or other beneficiary |
12 | Form of Deed of Novation |
13 | Supplier Performance |
14 14A | Strategic Labour Needs and Training Template IMM Protocol |
Schedules below applicable for use with LUL and LUL Nominee BCV/SSL Schedules of Amendments only
15 | Form of Warranty from Consultant to Infraco/PFI Contractor (LUL/LUL Nominee BCV/SSL Projects Only) |
16 | Form of Warranty from Consultant’s Personnel to Infraco/PFI Contractor (LUL/ LUL Nominee BCV/SSL Projects Only) |
17 | Master Projects Database Desk Reference (LUL/ LUL Nominee BCV/SSL Projects Only) |
18 | Not Used |
19 20 | QUENSH (LUL/ LUL Nominee BCV/SSL Projects Only) LUL Schedule of Amendments |
THIS FRAMEWORK AGREEMENT is made the day of 2016
BETWEEN:
(1) TRANSPORT FOR LONDON a statutory corporation established under the Greater London Authority Xxx 0000 of Xxxxxxx Xxxxx, 00-00 Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX (“the Framework Employer”); and
(2) [ ], a company registered in England and Wales (Company Registration Number [ ]) whose registered office is at [ ] (“the Consultant”).
BACKGROUND:
(A) The Parties wish to enter into a framework agreement which enables any Employer, from time to time, to enter into a Call-Off Contract or a series of Call-Off Contracts with the Consultant for some or all of the Services of the type described in the Framework Scope.
(B) A Call-Off Contract issued in accordance with this Framework Agreement incorporates those of the Conditions of Contract identified in Schedule 2A or Schedule 2B. The Conditions of Contract are an amended version of the NEC Professional Services Contract (3rd Edition) or as identified in Schedule 2B.
(C) The terms and conditions of this Framework Agreement shall apply to the Services to be provided by the Consultant under any Call-Off Contract.
(D) The terms and conditions of this Framework Agreement provide that the Framework Employer, any other member of the TfL Group, GLA, any of the Functional Bodies of GLA and any of the London Boroughs may, if the Consultant so agrees, contract with the Consultant on the terms set out in this Framework Agreement.
(E) The default conditions of contract in respect of any Call-Off Contract shall be those set out in Schedule 2A of this Framework Agreement. The Employer shall at its sole discretion notify the Consultant if the conditions of contract shall be those set out in Schedule 2B of this Framework Agreement.
(F) Whilst this Framework is procured under the Public Services Contracts Regulations 2006 as amended, taking into account Directive 2004/18/EC,
there are likely to be requirements that are called-off solely for use by those parts of the TfL Group that are contracting authorities under the Utilities Contracts Regulations 2006. Where this occurs, the call-off may be awarded in accordance with the requirements of the Utilities Contracts Regulations 2006 (as amended).
THE PARTIES AGREE THAT:
In consideration of payment of £5.00 by each Party to the other (receipt and sufficiency of which is acknowledged by the Parties) and the mutual promises and covenants set out in this Framework Agreement, the Parties agree as follows:
Definitions and Interpretation
“Adjudicator” | an independent person appointed to act as an adjudicator in accordance with Clause 41; |
“Business Day” | any day other than a Saturday or Sunday or a public bank holiday in England; |
“Background Intellectual Property Rights” | means Intellectual Property Rights owned by the Consultant or a Consultant’s Personnel or other third party and which is not assigned to the Employer; |
“Call-Off Contract” | a call-off contract (incorporating the Form of Agreement set out in Schedule 7A or Schedule 7B where Schedule 2A or Schedule 2B Conditions of Contract are utilised) issued by an Employer in accordance with Clause 7 and including any attachments and any documents expressly referred to in that Call-Off Contract; |
Call-Off Contract Data” | the Call-Off Contract Data included in each Schedule 2A Call- Off Contract; |
“Commencement Date” | Is 9th May 2016 |
“Conditions of Contract” | the terms and conditions set out at Schedule 2A or Schedule 2B; |
“Confidential Information” | all information (whether written or oral) that by its nature may reasonably be regarded as confidential to the Employer (whether commercial, financial, technical or otherwise) including information which relates to the business affairs, |
customers, suppliers, products, software, telecommunications, networks, trade secrets, know-how or personnel of the Employer; | |
“Consultant Equipment” | the equipment and materials of whatsoever nature used by the Consultant in providing the Services which do not themselves form part of the Services and in which title is not intended to pass to the Employer under any Call-Off Contract; |
“Consultant Manager” | is |
“Consultant’s Personnel” | all such employees, officers, suppliers, sub-consultants, sub- contractors and agents of the Consultant as are engaged in the performance of any of the Services; |
“Consultant Secondment” | consultant secondment is an individual or team of individuals working in the main on TfL premises on a timecharge basis; |
“Contract Information” | (i) the Contract in its entirety (including from time to time agreed changes to the Contract) and (ii) data extracted from the invoices submitted which shall consist of the Consultant’s name, the expenditure account code, the expenditure account code description, the document number, the clearing date and the invoice amount; |
“Dispute” | any dispute, controversy or claim arising out of or in connection with this Framework Agreement; |
“Employer” | the Framework Employer, any TfL Group member, the GLA, any Functional Body or any London Borough utilising this Framework Agreement; |
“Employer’s | the Employer’s Agent identified in the Call-Off Contract Data; |
Agent” | |
“Employer | any land or premises (including temporary buildings) owned or |
Premises” | occupied by or on behalf of any Employer; |
“Financial Year” | a calendar year ending 31 March; |
“ Force Majeure | any of the following: riot, civil unrest, war, act of terrorism, |
Event” | threat or perceived threat of act of terrorism, fire, earthquake, extraordinary storm, flood, abnormal weather conditions or other natural catastrophe or strikes, lock-outs or other industrial disputes to the extent that such event has materially affected the ability of the Party relying on the Force Majeure Event (“Affected Party”) to perform its obligations in accordance with the terms of this Agreement but excluding any such event insofar as it arises from or is attributable to the wilful act, omission or negligence of the Affected Party or the failure on the part of the Affected Party to take reasonable precautions to prevent such Force Majeure Event or its impact; |
“Framework Agreement” | this Framework Agreement, including the Schedules and all other documents referred to in this Framework Agreement; |
“Framework Scope” | the document at Schedule 3; |
“Functional Bodies” | the functional bodies of the GLA (other than any member of the TfL Group) which are currently , the Mayor’s Office for Policing and Crime and the London Fire and Emergency Planning Authority; |
“Holding Company” | any company which is the holding company of the Consultant where holding company is defined by reference to the definition of ‘subsidiary’ in section 1159 of the Companies Xxx 0000; |
“Index” “Index Figure” | the UK Consumer Prices Index (CPI) or such replacement index as the parties may agrees; monthly figure given by the Index; |
“Intellectual Property Rights” | any patent, know-how, trade xxxx or name, service xxxx, design right (in each case whether registered or unregistered), copyright, rights in passing off, database right, rights in commercial or technical information, any other rights in any invention, discovery or process and any other intellectual |
property rights, whether registered or unregistered and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect in each case in the United Kingdom and anywhere else in the world; | |||
“Key Person” | the Consultant’s key persons named as such in any relevant Call-Off Contract; | ||
“Losses” | all costs (including legal costs and costs of enforcement) whatsoever or howsoever arising, expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, compensation, proceedings and judgments; | ||
“Maximum Charge Out Rates” | the maximum daily charge out rates (minimum 8 hrs) set out in Schedule 1 to this Framework Agreement as adjusted pursuant to the terms of this Framework Agreement; | ||
“Mini- Competition” | a competitive process which an Employer may from time to time utilise to select a consultant to carry out the Services; | ||
“Notice of Adjudication” | any notice given by a party to the Dispute to the other party requiring reference of a Dispute to the Adjudicator in accordance with Clause 41 The Notice of Adjudication includes: | ||
• the nature and a brief description of the Dispute; | |||
• details of where and when the Dispute arose; and | |||
• the nature of the redress which is sought; | |||
“Out Of Hours | the out of hours working percentage xxxx-up set out in | ||
Working | Schedule 1 to this Framework Agreement; | ||
Percentage Xxxx- | |||
Up” | |||
“Parent | is | , Company Number | , |
Company” | whose registered address is at |
“Parent Company Guarantee” | a guarantee by the Parent Company in the form at Schedule 4A or Schedule 4B of the Consultant’s obligations pursuant to this Framework Agreement and each Call-Off Contract; |
“Parties” | the Framework Employer (including its successors and permitted assigns) and the Consultant and “Party” shall mean either of them as the case may be; |
“Procurement Manager” | such person notified to the Consultant by the Framework Employer from time to time; |
“Proposal” | the Consultant’s offer to provide Services in response to a Request Form; |
“Relevant Date” | in the case of the first review the Framework Agreement Commencement Date and for each subsequent review the date of the previous review; |
“Request Form” | a direct Request Form or a mini-competition Request Form; |
“Responsible Procurement Policy” | the GLA’s Responsible Procurement Policy as amended from time to time a copy of the current version of which is on the Framework Employer’s website xxxxx://xxx.xxxxxx.xxx.xx/xxxxxxxxxx/xxxxxxxx-xxxxxxx/xxxxxx- and-strategy/focus-areas/responsible-procurement/responsible- procurement-policy |
“Scope” | is information which specifies and describes the services and/or • states any constraints on how the Consultant Provides the Services and is either, • in the documents which the Call-Off Contract Data states it is in; or • in an instruction given in accordance with a Call-Off Contract or more particularly described within a Call- Off Contract. |
“Senior Representative” | a representative of a Party at senior executive level; |
“Services” “Sub-Consultant” | the services to be provided by the Consultant pursuant to this Framework Agreement and any Call-Off Contract; Sub-consultant means any subconsultant, subcontractor person or organisation engaged by the Consultant pursuant to this Framework Agreement and any Call-Off Contract; |
“Specialist Consultant” | is a consultant who is a specialist/expert in his field within his industry. Maximum Charge Out Rates shall not apply to the Specialist Consultants at the Employer’s sole discretion; |
“Term” | is 2 years from the Framework Agreement Commencement Date unless extended in accordance with Clause 4; |
“TfL Group” | TfL and all its subsidiaries from time to time together with Crossrail Limited and any reference to any member of the TfL Group shall refer to TfL or any such subsidiary; |
“Transparency Commitment” | means the transparency commitment stipulated by the UK government in May 2010 (including any subsequent legislation) in accordance with which the Employer committed to publishing its contracts, tender documents and data from invoices received. |
2. Framework Agreement
2.1 The purpose of this Framework Agreement is to:
2.1.1 provide a mechanism whereby an Employer and the Consultant
may enter into Call-Off Contracts; and
2.1.2 provide the framework to administer each Call-Off Contract.
2.2 The Services that may be requested by an Employer and provided by the Consultant are of the type described in the Framework Scope or as more particularly described in each Call-Off Contract. The Employers’ requirements may vary and this Framework Agreement does not place any Employer under any obligation to procure the Services from the Consultant at a particular time or at all. This Framework Agreement is not an exclusive arrangement and nothing in this Framework Agreement operates to prevent
any Employer from engaging any other organisation or person to provide services similar to or the same as the Services.
2.4 The Consultant commences provision of the services in accordance with the Call-Off Contract. The Consultant shall not commence any Services without an agreed Call-Off Contract.
3. Behaviour
3.1 In order to work together in a co-operative and collaborative manner, the Framework Employer and the Consultant encourage integrated team working and give to each other and welcome from the other, feedback on performance.
3.2 Each Employer and the Consultant share information openly and highlight any difficulties at the earliest practicable time.
3.3 The Parties support collaborative behaviour and confront behaviour that does not comply with the provisions of this Framework Agreement. The Consultant shall not enter into any contractual agreements or arrangements that conflict with the principles of this Framework Agreement.
4. Term of Framework Agreement and Call-Off Contracts
and the Services provided pursuant to a Call-Off Contract may extend beyond the termination or expiry of this Agreement, in which case the provisions of this Framework Agreement shall survive such expiry or termination to the extent that such provisions are relevant to any such Call- Off Contract.
5. The Services
5.1 The Consultant:
5.1.1 shall provide the Services specified in a Call-Off Contract to the Employer in accordance with this Framework Agreement and the terms of the relevant Call-Off Contract;
5.1.2 acknowledges that it has sufficient information about the Employer; the Services and the scope of services to be provided[and that it has made all appropriate and necessary enquiries to enable it to perform the Services in accordance with the relevant Call-Off Contract;
5.1.3 shall comply with all lawful and reasonable directions of the Employer relating to its performance of the Services under any Call-Off Contract.
5.2 The Consultant shall provide the Services under each Call-Off Contract:
5.2.5 all documents, drawings, computer software and any other work prepared or developed by the Consultant or supplied to the Employer under the relevant Call-Off Contract shall not infringe any Intellectual Property Rights or any other legal or equitable right of any person.
5.4 Notwithstanding anything to the contrary in this Agreement, the Employer’s discretion in carrying out its statutory duties shall not be fettered or otherwise constrained or affected by any provision of this Framework Agreement or relevant Call-Off Contract.
6. Parent Company Guarantee, Warranties and Obligations
6.2 Without prejudice to any other warranties expressed elsewhere in this Framework Agreement or implied by law, the Consultant warrants, represents and undertakes that:
6.2.1 the Consultant:
6.2.2 the Framework Agreement is and each Call-Off Contract will be duly executed by the Consultant.
6.4 Where the Consultant is a limited company the Consultant:
6.4.1 does not without notifying the Framework Employer prior to a change in the ownership of the Consultantundergo any change in the ownership (save for intra group companies change in ownership) of the Consultant where such change relates to 50% or more of the issued share capital of the Consultant.
Holding Company, such notice to be given within 10 Business Days of the date on which such change takes effect.
6.5 Where the Consultant is a partnership (non statutory) the rights, obligations and liabilities of the partners in the partnership under this Framework Agreement are joint and several. This Framework Agreement and the liabilities of the partners under this Framework Agreement do not automatically terminate upon the death, retirement or resignation of any one or more members of such partnership or upon the admission of an additional partner or partners. The partners in the partnership use their reasonable endeavours to procure that any additional partner or partners enter into an agreement with the Framework Employer confirming his/her acceptance of the rights, obligations and liabilities of the Consultant under this Framework Agreement.
6.6 Where the Consultant is comprised of two or more parties in joint venture or other alliance the rights, obligations and liabilities of each such party under this Framework Agreement and each Call-Off Contract are joint and several.
7. Call-Off Procedure
7.1 At any time during the Term, an Employer may identify those of the Services which at its sole discretion it wishes to let under the terms of this Framework Agreement in which event the Parties follow the procurement process set out below which the Framework Employer reserves the right, at its discretion, to amend from time to time to reflect best practice and applicable law.
7.2 Where an Employer undertakes a Mini-Competition it issues to those consultants on the Framework a mini-competition Request Form and its schedules, specifying the Services to be provided.
7.3 An Employer may (but is not obliged to) issue a request to express an interest, and/or a pre-qualification questionnaire to Consultants on the Framework Agreement with a specified deadline for a response before determining appropriate Consultant(s) to be included in the Mini- Competition.
7.4 Where the Employer is London Underground Limited the Employer may issue the mini-competition Request Form to Tube Lines Limited who may be included in the Mini-Competition.
7.5 Where an Employer having considered applicable law including the relevant procurement regulations (as applicable the Public Contracts Regulations 2006 and/or the Utilities Contracts Regulations 2006 (as amended)) elects to instruct the Consultant direct without the need for a Mini-Competition, it issues to the Consultant a direct Request Form and its schedules specifying the Services to be provided. In the event that the Consultant receives a Request Form:
7.5.1 the Consultant within 2 Business Days confirms receipt of the Request Form.
7.5.2 The contents of the Request Form and its schedules are confidential and must be used only for the purpose of submitting a Proposal. The Consultant must not make any such communication or enter into any collusive arrangement with any third party save for the purpose of sub-consulting.
7.5.3 Any contact relating to the Services with any Employer’s personnel other than the procurement lead identified in the Request Form may invalidate the Consultant’s Proposal submission.
7.5.4 The starting and Completion dates should be deemed material to the Call-Off Contract. If the Consultant is unable to meet the dates specified in the Request Form, the Consultant should propose alternatives within the clarification process.
7.5.6 During the course of our evaluation of Proposal submissions, the Consultant may be asked to answer questions about his submission and other matters related to the Services. The Consultant must respond to such questions as quickly as possible but, in any event, within 2 (two) working days or, if a deadline is specified, responses must be submitted by that deadline. Failure to respond may result in the Employer rejecting the Proposal
submission. Any amendments to the Proposal submission arising from these discussions with the Consultant will be taken into account in the final evaluation.
7.5.7 To enable moderation of the Proposal evaluation process, The Employer may request a meeting from all, some or one of the Consultants. Failure to attend may result in the Employer rejecting the Proposal submission.
7.5.8 Proposals that contain Specialist Consultants at above Framework Maximum Charge Out Rates will be deemed non- compliant. If you wish the Employer to consider the approval of Specialist Consultants (at above Framework Maximum Charge Out Rates), this must be requested within the Mini-Competition clarification process prior to submitting your Proposal.
7.5.9 Failure to disclose all material information (facts that the Employer regards as likely to affect the evaluation process), or disclosure of false information at any stage of the procurement process may result in ineligibility for award. The Consultant must provide all information requested and not assume that the Employer has prior knowledge of any of the Consultant’s information.
7.5.10 Limitations of liability are detailed within the Request Form schedules, failure to accept the specified limitations of liability may lead to the Consultant’s Proposal being rejected. Any proposed amendments relating to insurance liabilities must be submitted within the clarification process and shall be agreed at the Employer’s sole discretion.
7.5.11 the Consultant completes and issues to the Employer a Proposal incorporating the completed Request Form schedules as an offer capable of acceptance or notifies the Employer that it does not intend to submit a Proposal. The Consultant responds to the Employer by the date specified in the Request Form or, if no such date is specified, within 10 Business Days of receiving the Request Form, or by such other date as may be agreed with the Procurement Manager. A Proposal remains valid for at least 6 months (or such longer period as may be specified in the Request Form) from the date it is submitted to the Employer.
7.6 If the Employer accepts a Proposal issued in response to a direct Request Form it notifies the Consultant that the Call-Off Contract is awarded.
7.7 Subject to Clause 7.12, in relation to a Proposal issued in response to a mini-competition Request Form the Employer will evaluate tendered Proposals to determine which is the most economically advantageous with reference to the assessment criteria set out in the mini-competition Request Form as they relate to the Services in question. Each of the consultants to whom the mini-competition Request Form was sent is notified as to whether or not it has been successful.
7.8 After the Employer awards a Call-Off Contract pursuant to Clause 7.6 or 7.7, the Employer forwards to the Consultant two copies of the Call-Off Contract. The Consultant executes both copies and returns them to the Employer within 10 Business Days of receipt. The Procurement Manager arranges for both copies of the Call-Off Contracts to be executed by the Employer and sends a completed executed Call-Off Contract to the Consultant.
7.9 Each Call-Off Contract is a binding agreement on the Employer and the
Consultantand incorporates the terms and conditions set out in:
7.9.1 the completed form of agreement (if applicable);
7.9.2 the Conditions of Contract identified as applicable in the Call-Off Contract; and
7.9.3 the Call-Off Contract and each document referred to in it;
and such documentation together forms a separate agreement between theEmployer and the Consultant.
7.10 The Consultant submits with each Proposal full details of the basis on which the Prices have been calculated. The Prices are calculated on the following basis:
7.10.1 Subject to Clause 7.10.2., and in respect of Specialist Consultants at the Employer’s sole discretion, the rates used by the Consultant in preparing a Proposal and the staff rates included in the Call-Off Contract do not exceed the Maximum Charge Out Rates.
If the Request Form identifies that all or part of the services are to be provided on a Saturday, Sunday or Bank Holiday or between the hours of 8pm and 8am the Consultant’s maximum increase to the rates used by the Consultant in preparing a Proposal and the staff rates included in the Call-Off Contract for such services shall not exceed the relevant Out Of Hours Working Percentage Xxxx- Up.
7.11 A Request Form and anything prepared or discussed by an Employer constitutes an invitation to treat and does not constitute an offer capable of acceptance by the Consultant. No Employer is obliged to consider or accept any Proposal submitted by the Consultant.
7.12 This Framework Agreement does not oblige any Employer to enter into any Call-Off Contract with the Consultant.
7.13 Unless otherwise expressly agreed in writing with the Framework Employer the Consultant does not charge under this Framework Agreement for any work involved in receipt and/or confirmation of any Request Form, and/or any response to any Request Form as contemplated in this Clause 7.
7.14 Where reasonably requested to do so by the GLA, a London Borough, or a Functional Body and provided the Consultant is willing to so contract, the Consultant enters into a Call-Off Contract with the GLA, a London Borough, or any Functional Body pursuant to the terms of this Framework Agreement mutatis mutandis. The GLA, London Boroughs, and the Functional Bodies do not affect or amend this Framework Agreement and each Call-Off Contract is specifically between the Consultant and the GLA or appropriate London Borough, or Functional Body and the TfL Group is not liable for the GLA or appropriate London Borough or Functional Bodies’ obligations arising out of such Call-Off Contract.
7.15 The Consultant is responsible for all and any costs, charges and expenses arising from or associated with the procurement process in this Clause 7 and no Employer shall be liable for any costs, charges or expenses borne by or on behalf of the Consultant whether or not the Consultant is awarded a Call- Off Contract, which for the avoidance of doubt includes any costs, charges and expenses arising from or associated with an abortive or cancelled procurement process.
8. Contractual Management
8.1 The Framework Employer authorises the Procurement Manager to act as the Framework Employer’s representative for all purposes of this Framework Agreement and the Consultant deals with the Procurement Manager (or his or her nominated representative) in respect of all matters arising under this Framework Agreement, unless notified otherwise. The Framework Employer may replace the Procurement Manager after he has notified the Consultant of the name of the replacement. The relevant Employer appoints an Employer’s Agent in respect of each Call-Off Contract and the Consultant deals with the Employer’s Agent in relation to matters arising under a Call- Off Contract, unless otherwise notified by the Employer.
8.2 The Consultant Manager acts as the Consultant’s representative for all purposes of this Framework Agreement. The Consultant Manager:
8.2.1 diligently supervises the performance of any Services instructed under a Call-Off Contract;
8.2.2 attends all contract meetings with any Employer (the location, frequency and time of which are specified by the Procurement Manager or the relevant Employer’s Agent from time to time); and
8.2.3 is available to each Employer on reasonable notice (or as specified in any Call-Off Contract) to resolve any issues arising in connection with this Framework Agreement or any Call-Off Contract.
8.3 The Consultant may only make any changes to the Consultant Manager (except in the event of sickness, incapacity or resignation) with the prior written consent of the Framework Employer (which is not to be unreasonably withheld or delayed).
8.4 No act of or omission by or approval from either the Employer, the Procurement Manager, or any Employer’s Agent in performing any of their respective duties under or in connection with this Framework Agreement or relevant Call-Off Contract relieves the Consultant of any its duties, responsibilities, obligations or liabilities under this Framework Agreement or any Call-Off Contract.
9. Adjustment of Maximum Charge Out Rates
9.1 The Maximum Charge Out Rates are reviewed on the first anniversary of the Framework Agreement Commencement Date and each subsequent anniversary during the Term. On each such review, and at the discretion of the Framework Employer, the Maximum Charge Out Rates are increased or decreased by such amount as is reasonable to reflect the increase or decrease (if any) in the salaries of the Consultant’s staff provided that on each such review the Maximum Charge Out Rates do not increase or decrease by more than the percentage increase or decrease between the Index Figure last published before the date of review and the Index Figure last published before the Relevant Date. The review of the Maximum Charge Out Rates does not affect the Prices under any Call-Off Contract entered into prior to the date of review.
9.2 The Consultant will submit to the Employer on a 6 monthly basis an open book spreadsheet identifying for each member of staff engaged in relation to the Services their grade and employment cost.
10. Consultant’s Personnel
10.1 Nothing in this Framework Agreement or any Call-Off Contract will render the Consultant’s Personnel, an employee, agent or partner of an Employer by virtue of the provision of the Services by the Consultant under this Framework Agreement or Call-Off Contract and the Consultant shall be responsible for making appropriate deductions for tax and national insurance contributions from the remuneration paid to the Consultant’s Personnel.
10.2 The Consultant shall provide the Consultant’s Personnel as necessary for the proper and timely performance and management of the Services in accordance with the relevant Call-Off Contract.
10.3 No Employer is under an obligation to provide office or other accommodation or facilities or services (including telephony and IT services) to the Consultant except as may be specified in any Call-Off Contract.
10.4 Without prejudice to any of an Employer’s other rights, powers or remedies, an Employer may (without liability to the Consultant) deny access to such Consultant’s Personnel to any Employer Premises, if such Consultant’s Personnel in the Employer’s view have not been properly trained in any way required by a relevant Call-Off Contract and/or are otherwise incompetent,
negligent, and/or guilty of misconduct and/or who could be a danger to any person and shall notify the Consultant of such denial in writing; the Consultant shall immediately remove such Consultant’s Personnel from performing the Services and provide a suitable replacement (with the Call- Off Co-ordinator’s prior consent in the case of Key Persons).
10.5 The Consultant shall indemnify, keep indemnified and hold harmless an Employer from and against all liabilities, costs, expenses, injuries, , damages, claims, demands, proceedings and legal costs (on a full indemnity basis) which an Employer incurs or suffers whenever arising or brought by the Consultant’s Personnel or any person who may allege to be the same.
10.6 The Consultant shall pay to the Consultant’s Personnel not less than the amounts to which the Consultant’s Personnel are contractually entitled.
10.7 If the Employer requires Specialist Consultant services, he will notify the
Consultant within the Request Form.
11. Sub-Contracting
11.1 The Consultant shall not assign or sub-contract all or any part of the Services without the prior written consent of the Employer identifying the relevant sub-contractor which may be refused or granted subject to such conditions as the Employer sees fit.
11.2 Where the Consultant sub-contracts all or any part of the Services to any person, the Consultant shall:
11.2.1 ensure that such person is obliged to comply with all of the obligations and duties of the Consultant under the relevant Call- Off Contract insofar as they relate to the Services or part of them (as the case may be) which that sub-contractor is required to provide;
11.2.2 be responsible for payments to that person; and
11.2.3 remain solely responsible and liable to the Employer for any breach of the relevant Call-Off Contract or any performance, non- performance, part-performance or delay in performance of any of
the Services by any sub-contractor to the same extent as if such breach, performance, non-performance, part-performance or delay in performance had been carried out by the Consultant.
12. Equipment
12.1.1 all Consultant Equipment shall be with the Consultant at all times; and
12.1.2 all other equipment and materials forming part of the Services (title to which will pass to the Employer) (“Materials”) shall be with the Consultant at all times until completion of the Services in accordance with the relevant Call-Off Contract.
12.1.3 regardless of whether or not the Consultant’s Equipment and Materials are located at Employer Premises:
12.1.3.1 The Consultant shall ensure that all Consultant’s Equipment and all Materials meet all minimum safety standards required from time to time by law.
13. Conflict of Interest
13.1 The Consultant acknowledges and agrees that it does not and will not have any interest in any matter where there is or is reasonably likely to be a conflict of interest with the Services or any member of the TfL Group, save to the extent fully disclosed to and approved in writing by the Framework Employer.
13.2 The Consultant undertakes ongoing and regular conflict of interest checks throughout the duration of this Framework Agreement and in any event not less than once in every six months and notifies the Framework Employer in writing immediately on becoming aware of any actual or potential conflict of interest with the Services or any member of the TfL Group and works with the Framework Employer to do whatever is necessary (including the separation of staff working on, and data relating to, the Services from the matter in question) to manage such conflict to the Framework Employer’s satisfaction, provided that where the Framework Employer is not so satisfied (in its absolute discretion) it is entitled to terminate this Framework Agreement, and all Call-Off Contracts in existence, in accordance with Clause 27.1.5.
14. Compliance with Policies and Law
14.1 The Consultant, at no additional cost to the Employer:
14.1.1 undertakes to procure that all the Consultant’s Personnel comply with all of the Employer’s policies and standards that are relevant to the performance of the Services, and those relating to safety, security, business ethics, drugs and alcohol and any other on site regulations specified by the Employer for personnel working at Employer Premises or accessing the Employer’s computer systems. The Framework Employer shall provide the Consultant with copies of such policies and standards on request;
14.1.2 shall provide the Services in compliance with all requirements of all Acts of Parliament, statutory instruments, court orders, regulations, directives, European Community decisions (insofar as legally binding), bye-laws, treaties and other regulatory requirements relevant to the Consultant’s business and/or the Employer’s business, from time to time in force which are or may become applicable to the Services. The Consultant shall promptly notify the Employer if the Consultant is required to make any change to the Services for the purposes of complying with its obligations under this Clause 14.1.2;
14.1.3 without limiting the generality of Clause 14.1.2, shall comply with all relevant enactments in force from time to time relating to discrimination in employment and the promotion of equal opportunities;
14.1.4 acknowledges that the Employer is under a duty under the Equality Xxx 0000 to have due regard to the need to eliminate unlawful discrimination on the grounds of race or disability (as the case may be) and to promote equality of opportunity between persons of different racial groups and between disabled people and other people (as the case may be). In providing the Services, the Consultant shall assist and co-operate with the Employer where possible in satisfying this duty;
14.1.5 without prejudice to any other provision of this Clause 14.1 or the Schedules, shall comply with any provisions set out in the
Schedules that relate to traffic management and shall comply with the reasonable instructions of TfL’s Traffic Manager as may be made available to the Consultant from time to time. For the purposes of this Clause “Traffic Manager” means TfL’s traffic manager appointed in accordance with section 17 of the Traffic Management Xxx 0000; and
14.1.6 shall promptly notify the Consultant's Personnel and the Employer of any health and safety hazards that exist or may arise in connection with the performance of the Services.
In all cases, the costs of compliance with this Clause 14.1 shall be borne by the Consultant.
14.2 Without prejudice to Clause 14.1, the Consultant shall comply with TfL Bullying and Harrasment policy as updated from time to time (copies of which are available on request from TfL) and with the TfL Corporate Governance which is available on the TfL website, xxxxx://xxx.xxx.xxx.xx/xxxxxxxxx/xxxxx-xxx/xxx-xx-xxxx/xxxxxxxxx- governance/code-of-corporate-governance
14.3 In providing the Services, the Consultant shall (taking into account best available techniques not entailing excessive cost and the best practicable means of preventing, or counteracting the effects of any noise or vibration) have appropriate regard (insofar as the Consultant’s activities may impact on the environment) to the need to:
14.3.1 preserve and protect the environment and to the need to avoid, remedy and mitigate any adverse effects on the environment;
14.3.2 enhance the environment and have regard to the desirability of achieving sustainable development;
14.3.3 conserve and safeguard flora, fauna and geological or physiological features of special interest; and
14.3.4 sustain the potential of natural and physical resources and the need to safeguard the life-supporting capacity of air, water, soil and ecosystems.
15. Corrupt Gifts and Payment of Commission
15.1 The Consultant does not, and ensures that its, employees, agents, sub- contractors and Consultant’s Personnels do not:
15.1.2 favour any employee, servant, officer or agent of any Employer with gifts or entertainment of significant cost or value;
15.1.3 enter into any business arrangement with employees, servants, officers or agents of any Employer other than as a representative of the Employer, without the Framework Employer’s prior written approval:
15.1.4 offer or agree to give to any servant, employee, officer or agent of any Employer any grant, gift or consideration of any kind as an inducement or reward,
(a) under the Xxxxxxx Xxx 0000;
(b) under any law or legislation creating offences in respect of fraudulent acts; or
15.1.5 defraud or attempt to defraud any Employer.
15.3 If any fraudulent activity comes to the attention of the Consultant in relation to this Framework Agreement the Consultant notifies the Framework Employer by the most expeditious means available. The Consultant cooperates with the Framework Employer in the investigation of any fraudulent activity and implements any changes in the procedures or working practices employed under this Framework Agreement as may be necessary to ensure that the likelihood or opportunity for a recurrence of such fraud is minimised. The Consultant ensures that no fraudulent activity is committed by the Consultant, its agents, employees or Consultant’s Personnel.
15.4 If the Consultant, any of its shareholders or any Consultant’s Personnel or anyone employed by or acting on behalf of the Consultant or any of his agents commits any breach of this Clause 15, this constitutes a material breach of this Framework Agreement and entitles the Employer to terminate the Framework Agreement and all Call-Off Contracts, in existence, in accordance with Clause 27.1.4.
15.5 If a breach of this Clause 15 is committed by an employee of the Consultant or by any Consultant’s Personnel (or employee or agent of such Consultant’s Personnel) then the Employer may (at his sole discretion) choose to serve a warning notice upon the Consultant instead of exercising his right to terminate with immediate effect and unless, within thirty (30) days of receipt of such warning notice, the Consultant terminates, or procures the termination of, the employee's employment or Consultant’s Personnel's appointment (as the case may be) and (if necessary) procures the provision of the affected Services by another person, this constitutes a material breach of this Framework Agreement and entitles the Framework Employer to terminate the Framework Agreement and all Call-Off Contracts in existence, with immediate effect in accordance with Clause 27.1.4.
15.6 In the event of any breach of this Clause 15 by the Consultant the Framework Employer recovers from the Consultant any loss liability or damage incurred or suffered as a result of the breach of this Clause by the Consultant.
16. Quality and Best Value
16.1 The Consultant acknowledges that each Employer is a best value authority for the purposes of the Local Government Act 1999 and as such each Employer is required to make arrangements to secure continuous improvement in the way it exercises its functions, having regard to a combination of economy, efficiency and effectiveness. The Consultant assists each Employer to discharge each Employer’s duty where possible, and in doing so, inter alia carries out any reviews of the Services reasonably requested by the Framework Employer from time to time.
16.2 The Consultant provides a quality policy statement within 30 days of the Framework Agreement Commencement Date.
17. Employer Data
17.1 The Consultant acknowledges the Employer's ownership of Intellectual Property Rights which may subsist in the Employer’s data. The Consultant shall not delete or remove any copyright notices contained within or relating to the Employer’s data.
17.2 The Consultant and the Employer shall each take reasonable precautions (having regard to the nature of their other respective obligations under this Agreement) to preserve the integrity of the Employer’s data and to prevent any corruption or loss of the Employer’s data.
18. Access to Premises
18.1 Any access to any Employer Premises made available to the Consultant in connection with the proper performance of the Call-Off Contract shall be free of charge and shall be used by the Consultant solely for the purpose of performing the Services during the Call-Off Contract Term, for the avoidance of doubt, that the Consultant shall be responsible for its own costs or travel including any congestion charging. The Consultant shall:
18.1.2 vacate such Employer Premises upon the termination or expiry of the relevant Call-Off Contract or at such earlier date as the Employer may determine;
18.1.4 ensure that the Consultant’s Personnel carry any identity passes issued to them by the Employer at all relevant times and comply with the Employer’s security procedures as may be notified by the Employer from time to time; and
18.1.5 not damage the premises or any assets on the Employer Premises.
19. Intellectual Property Rights
19.1 Vesting of Intellectual Property Rights
The parties agree that the Intellectual Property Rights in all documents, drawings, materials, models, computer software, any other material or works prepared or developed by or on behalf of the Consultant in the performance of this contract (including Intellectual Property Rights in materials or works created by a Consultant’s Personnel) vests in the Employer. The Consultant procures that each Consultant’s Personnel assigns such Intellectual Property Rights to the Employer.
19.2 Background Intellectual Property Rights
In respect of Background Intellectual Property Rights, the Consultant grants (in respect of his own Background Intellectual Property Rights) and procures the grant of (in respect of a Consultant’s Personnel's or other third party's Background Intellectual Property Rights) a non-exclusive, perpetual, irrevocable, royalty free licence (including the right to sub-licence) to the Employer and any novated Employer to use the Background Intellectual Property Rights for all purposes, including (without limitation) for the purposes of:
• understanding the services;
• operating, maintaining, repairing, modifying, altering, enhancing, re- figuring, correcting and replacing the services;
• extending, interfacing with, integrating with, connection into and adjusting the services and/or the works of Others; and
• enabling London Underground Limited to carry out the operation, maintenance, repair, renewal and enhancement of the Underground Network (where applicable).
19.3 The Consultant warrants and undertakes that he has the right to grant the Employer a licence to use the Consultant's Background Intellectual Property Rights for all purposes, including (without limitation) for the purposes listed in Clause 19.2.
19.4 The Consultant indemnifies the Employer and members of the TfL Group against all Losses arising out of any use by the Employer of the Background Intellectual Property Rights, including, without limitation, any claim that the exploitation of the licence granted by the Consultant under Clause 19.2 infringes the Intellectual Property Rights rights or other rights of any third party.
19.5 Corporate Intellectual Property Rights
The Consultant shall have no right (save where expressly permitted under this contract or with the Employer’s prior written consent) to use any trade marks, trade names, logos or other Intellectual Property Rights rights of the Employer.
The Consultant acknowledges that he is the author of all documents, drawings, materials, computer software, and any other materials or works prepared and developed by him in the performance of this contract and waives any moral rights which he might be deemed to possess under Chapter IV of the Copyright, Design & Patents Xxx 0000 in respect thereof and of the Works.
20. IT Requirements
20.1 Any software, electronic or magnetic media, hardware or computer system used or supplied by the Consultant in connection with this Framework Agreement:
20.1.3 does not cause any damage, loss or erosion to or interfere adversely or in any way with the compilation, content or structure of any data, database, software or other electronic or magnetic media, hardware or computer system used by, for or on behalf of any Employer on which it is used or with which it interfaces or comes into contact; and
20.1.4 any variation, enhancement or action undertaken by the Consultant in respect of such software, electronic or magnetic media, hardware or computer system does not affect the Consultant’s compliance with this warranty.
21. Set-Off
When under this Framework Agreement or any Call-Off Contract any sum of money is recoverable from or payable by the Consultant such sum may be deducted from or reduced by the amount of any sum or sums then due or which at any time thereafter may become due to the Consultant under any Call-Off Contract or any other contract with the Employer. Any sum due from the Consultant, whether under this Framework Agreement or any other contract with the Employer, shall be payable as a debt to the Employer.
22. Confidentiality, Announcements and Transparency
22.1 The Consultant shall keep confidential:
22.1.1 the terms of this Agreement and all Call-Off Contracts; and
22.2 The Consultant will not use the Framework Employer or any Employer’s Confidential Information for any purpose other than to perform its obligations under this Agreement and any Call-Off Contract. The Consultant will ensure that its officers and employees comply with the provisions of Clause 22.
22.3 The obligations on the Consultant set out in this Clause 22 will not apply to any Confidential Information which:
22.4 The Consultant shall keep secure all materials containing any information in relation to this Agreement or to any Call-Off Contract and its performance.
22.5 The Consultant shall not communicate with representatives of the general or technical press, radio, television or other communications media in relation to the existence of this Agreement or any Call-Off Contract or that it is providing the Services to the Employer or in relation to any matter under or arising from the Agreement or any Call-Off Contract unless specifically granted permission to do so in writing by the Employer. The Employer shall have the right to approve any announcement before it is made.
22.6 The Consultant acknowledges that the Employer is subject to the Transparency Commitment. Accordingly, notwithstanding Clause 22.1 and Clause 24, the Consultant hereby gives its consent for the Employer to publish the Contract Information to the general public.
22.7 The Employer may in its absolute discretion redact all or part of the Contract Information prior to its publication. In so doing and in its absolute discretion the Employer may take account of the exemptions/exceptions that would be available in relation to information requested under the FOI Legislation (as defined in Clause 24.1.1.1 below). The Employer may in its absolute discretion consult with the Consultant regarding any redactions to the Contract Information to be published pursuant to Clause [22.6]. The Employer shall make the final decision regarding publication and/or redaction of the Contract Information.
23. Data Protection
23.1 The Consultant complies with all of its obligations under the Data Protection Xxx 0000 and if processing personal data (as such terms are defined in section 1(1) of that Act) on behalf of the Employer (“Employer Personal Data”), the Consultant only carries out such processing for the purpose of the Services and in accordance with instructions from the Employer.
23.2 When the Consultant receives a written request from the Employer for information about, or a copy of, Employer Personal Data, the Consultant supplies such information or data to the Employer within such time and in such form as specified in the request (such time to be reasonable) or if no period of time is specified in the request, then within 14 days from the date of the request.
23.3 The Employer remains solely responsible for determining the purposes and manner in which Employer Personal Data is to be processed. The Consultant does not share any Employer Personal Data with any Consultant’s Personnel or third party unless there is a written agreement in place which requires the Consultant’s Personnel or third party to:
23.3.1 only process Employer Personal Data in accordance with the
Employer’s instructions to the Consultant; and
23.3.2 comply with the same data protection requirements that the Consultant is required to comply with under this Framework Agreement.
23.4 The Consultant:
23.4.1 takes appropriate technical and organisational security measures satisfactory to the Employer against unauthorised or unlawful Processing of Employer Personal Data (as those terms are defined in the Data Protection Act) and against accidental loss, destruction of, or damage to such Personal Data;
23.4.2 provides the Employer with such information as he may reasonably require to satisfy himself of compliance by the Consultant with the requirements of this Clause 23;
23.4.3 cooperates with the Employer in complying with requests or enquiries made pursuant to the Data Protection Act.
24. Freedom of Information
24.1 For the purposes of this Clause 24:
24.1.1 “FOI Legislation” means the Freedom of Information Xxx 0000, all regulations made under it and the Environmental Information Regulations 2004 and any amendment or re-enactment of any of them; and any guidance issued by the Information Commissioner, the Department for Constitutional Affairs, or the Department for Environment Food and Rural Affairs (including in each case its successors or assigns) in relation to such legislation;
24.1.2 “Information” means information recorded in any form held by an Employer or by the Consultant on behalf of an Employer ; and
24.1.3 “Information Request” means a request for any Information under the FOI Legislation.
24.2 The Consultant acknowledges that an Employer:
24.2.1 is subject to the FOI Legislation and agrees to assist and co- operate with an Employer to enable it to comply with its obligations under the FOI Legislation; and
24.3 Without prejudice to the generality of Clause 24.2, the Consultant shall and shall procure that Consultant’s Personnel (if any) shall:
24.3.1 transfer to the Procurement Manager (or such other person as may be notified by an Employer to the Consultant each Information Request relevant to this Agreement or a Call-Off Contract, the Services that it or they (as the case may be) receive as soon as practicable and in any event within 2 Business Days of receiving such Information Request; and
24.3.2 in relation to Information held by the Consultant on behalf of the Employer,provide an Employer with details about and/or copies of all such Information that an Employer requests and such details and/or copies shall be provided within 5 Business Days of a request from an Employer (or such other period as an Employer may reasonably specify), and in such forms as an Employer may reasonably specify.
24.4 An Employer shall be responsible for determining whether Information is exempt information under the FOI Legislation and for determining what Information will be disclosed in response to an Information Request in accordance with the FOI Legislation. The Consultant shall not itself respond to any person making an Information Request, save to acknowledge receipt, unless expressly authorised to do so by an Employer.
25. Responsible Procurement
25.1 The Consultant acknowledges the requirements of the Responsible Procurement Policy in the performance of its obligations under this Framework Agreement and each Call-Off Contract.
25.2 The Consultant provides such cooperation and assistance as may be reasonably requested by each Employer in relation to the Responsible Procurement Policy.
25.3 The Consultant complies with the requirements of Schedule 14 regarding strategic labour needs and training. No Employer is liable to the Consultant for any costs, charges or expenses arising out of or associated with compliance with Schedule 14.
26. Supplier Performance
26.1 The Framework Employer shall score the Consultant’s performance in accordance with Schedule 13.
26.2 If the Consultant scores below 3 in respect of any such scoring exercise the Consultant at its own cost shall resolve poor performance in accordance with Schedule 13.
27. Breach and Termination of Framework Agreement
27.1.1 except as provided in and without prejudice to Clauses 27.1.3 and 27.1.4, the Consultant has committed any material or persistent breach of this Framework Agreement or any Call-Off Contract and in the case of such a breach that is capable of remedy fails to remedy that breach within 10 Business Days (or such other timeframe as specified in writing by the Framework Employer) from the date of written notice to the Consultant giving details of the breach and requiring it to be remedied; or
27.1.2 the Consultant or the Holding Company is subject to Insolvency; or
27.1.3 there is a Safety Breach; or
27.1.4 the Consultant is in breach of Clause 6.4 or 15; or
27.1.6 the Consultant commits any of the money laundering related offences listed in the Public Agreement Regulations 2006.
27.2 Without prejudice to any of the Framework Employer’s other rights, powers or remedies (whether under this Framework Agreement or otherwise) if the Consultant is in breach of any of its warranties and/or obligations under
Clause 5 and/or any of its other obligations in respect of the Services under this Framework Agreement or any Call-Off Contract, the Consultant, if required to do so by the Framework Employer, promptly remedies and/or re- performs the Services or part of them at its own expense to ensure compliance with such warranties and/or obligations. Nothing in this Clause
27.2 prevents the Framework Employer from procuring the provision of any Services or any remedial action in respect of any Services from an alternative Consultant and, where the Framework Employer so procures any Services or any remedial action, the Framework Employer is entitled to recover from the Consultant all additional cost, loss and expense incurred by the Framework Employer and attributable to any Employer procuring such Services or remedial action from such alternative consultant.
27.3 Without prejudice to the Framework Employer’s right to terminate this Framework Agreement or to terminate at common law, the Framework Employer may terminate this Framework Agreement at any time without cause subject to giving the Consultant 30 days written notice. For the avoidance of doubt, the Consultant shall not be entitled to claim any losses from the Framework Employer whatsoever and howsoever arising including direct losses, indirect losses, loss of profit, ecomonic loss, loss of goodwill or consequential loss in the event the Framework Employer terminates this Framework Agreement without cause.
27.4 To the extent that the Framework Employer has a right to terminate this Framework Agreement under this Clause 27 then, as an alternative to termination, the Framework Employer may by giving notice to the Consultant require the Consultant to provide part only of the Services with effect from the date specified in the Framework Employer’s notice whereupon the provision of the remainder of the Services ceases and the definition of “the Services” is construed accordingly.
27.5 Neither Party shall be deemed to be in breach of the relevant Call-Off Contract, or otherwise liable to the other Party in any manner whatsoever, for any failure or delay in performing its obligations under the relevant Call- Off Contract to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event has continued for more than 8 weeks from the date on which that Force Majeure Event first arose, then for as long as such Force Majeure Event continues and has that effect, the Party not affected by such Force Majeure Event (“Unaffected Party”) may terminate the Call-Off Contract immediately upon giving notice to the Affected Party. If
the Call-Off Contract is terminated in accordance with this Clause 27.5 then without prejudice to any rights and liabilities which accrued prior to termination the Affected Party shall not be liable to the Unaffected Party by reason of such termination.
28. Consequences of Termination or Expiry
28.1 Notwithstanding the provisions of Clause 22, wherever the Framework Employer chooses to put out to tender for a replacement consultant some or all of the Services, the Consultant discloses to tenderers such information concerning the Services as the Framework Employer requires for the purposes of such tender. The Consultant may impose upon any recipient of such information such obligations of confidentiality as it may reasonably require.
28.3 Upon expiry or termination of this Framework Agreement or relevant Call-Off Contract (howsoever caused) the Consultant, at no further cost to the Framework Employer on receipt of the Framework Employer’s written instructions to do so (but not otherwise), arranges to remove all electronically held information by a mutually agreed date, including the purging of all disk- based information and the reformatting of all disks, save that the Consultant may for the purposes only of compliance with its legal, professional, regulatory or compliance duties and/or requirements preserve one copy of such documents subject to a continuing duty to comply with the terms of this Framework Agreement in respect thereof.
28.4 On termination of this Framework Agreement under Clause 27.1or a cessation of any Services under Clause 27.4 (but in the case of the latter only insofar as the right to cease any Services arises as a result of a right for the Framework Employer to terminate under Clause 27.1), the Framework Employer may enter into any agreement with any third party or parties as the Framework Employer thinks fit to provide any or all of the Services and the Consultant is liable for all additional expenditure reasonably incurred by the Framework Employer in having such services carried out and all other costs and damages reasonably incurred by the Framework Employer in consequence of such termination. The Framework Employer may deduct
such costs from sums due to the Consultant or otherwise recover such costs from the Consultant as a debt.
29. Audit
The Consultant undertakes and procures that its Consultant’s Personnel undertake their obligations and exercise any rights which relate to the performance of this Framework Agreement and any Call-Off Contract on an open-book basis. The Framework Employer and its authorised representatives may from time to time audit on an open-book basis and check any and all information regarding any matter relating to the performance of or compliance with this Framework Agreement and any Call- Off Contract, including inspection of the Consultant’s technical and organisational security measures for the protection of personal data, any aspect of the Consultant's operations, costs and expenses, sub-contracts, claims related to compensation events, and financial arrangements or any document referred to therein or relating thereto. The Framework Employer’s rights pursuant to this Clause include the right to audit and check and to take extracts from any document or record of the Consultant and/or his Consultant’s Personnel.
30. Survival
Any provision of this Framework Agreement which by its nature or implication is required to survive the termination or expiry of this Framework Agreement or relevant Call-Off Contract does so.
31. Rights of Third Parties
32. Contract Variation
Save where the Employer may require an amendment to the Services, this Framework Agreement or any Call-Off Contract may only be varied or amended with the written agreement of both Parties.
33. Novation and Assignment
33.1 The Employer may novate or otherwise transfer this Framework Agreement (in whole or in part).
33.2 Within 10 Business Days of a written request from the Employer, the Consultant at its expense executes such agreement as the Employer may reasonably require to give effect to any such transfer of all or part of its rights and obligations under this Framework Agreement to one or more persons nominated by the Employer.
33.3 This Framework Agreement is personal to the Consultant who does not assign the benefit or delegate the burden of this Framework Agreement or otherwise transfer any right or obligation under this Framework Agreement without the prior written consent of the Employer.
34. Indemnity and Insurance
34.1 The Consultant shall indemnify and keep indemnified the Employer against all Losses in respect of, or in any way arising out of or in connection with any breach of this Framework Agreement or from any negligent act or omission of the Consultant (save to the extent that such Losses may have been caused by an Employer).
34.2 The Consultant provides the insurances stated in the Call-Off Contract.
35. Non-Waiver of Rights
No waiver of any of the provisions of this Framework Agreement or any relevant Call-Off Contract is effective unless it is expressly stated to be a waiver and communicated to the other Party in writing. The single or partial exercise of any right, power or remedy under this Framework Agreement does not in any circumstances preclude any other or further exercise of it or the exercise of any other such right, power or remedy.
36. Illegality and Severability
If any Clause or part of this Framework Agreement is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision is, to the extent required, severed from this Framework Agreement and is ineffective without, as far as is possible, modifying any other Clause or part of this Framework Agreement and this does not affect any other provisions of this Framework Agreement which remain in full force and effect. In the event that in the Employer’s reasonable opinion such a provision is so fundamental as to prevent the accomplishment of the purpose of this Framework Agreement, the Employer and the Consultant immediately commence good faith negotiations to remedy such invalidity.
37. Entire Agreement
37.1.2 without prejudice to the Consultant’s obligations under this Framework Agreement, the Consultant is responsible for and makes no claim against the Employer in respect of any misunderstanding affecting the basis of the Consultant’s tender in respect of this Framework Agreement or any incorrect or incomplete information howsoever obtained.
38. Relationship of the Parties
Nothing in this Framework Agreement or any Call-Off Contract constitutes, or is deemed to constitute, a partnership between the Parties. Except as expressly provided in this Framework Agreement and any Call-Off Contract, neither Party is deemed to be the agent of the other, and neither Party holds itself out as the agent of the other.
39. Notices
Any notice, demand or communication in connection with this Framework Agreement is in writing and may be delivered by hand, post addressed to the recipient at its registered office or any other address notified to the other Party in writing in accordance with this Clause as an address to which notices, invoices and other documents may be sent. The notice, demand or communication is deemed to have been duly served:
39.1 if delivered by hand, at the time of delivery;
40. Further Assurance
Each Party does or procures the doing of all acts and things and executes or procures the execution of all such documents as the other Party reasonably considers necessary to give full effect to the provisions of this Framework Agreement and any relevant Call-Off Contract.
41. Disputes
Agreement that are relevant to the Dispute, the relief sought and the basis for claiming the relief sought.
41.6 If a Dispute is to be referred to the Adjudicator the Parties appoint the Adjudicator.
41.11 The Adjudicator, his employees and agents are not liable to the Parties for any action or failure to take action in an adjudication unless the action or failure to take action was in bad faith.
including the provisions of this Framework Agreement that are relevant to the Dispute, the relief sought, the basis for claiming the relief sought and the decision that he wishes the Adjudicator to make. Following the appointment of the Adjudicator, the Party immediately sends a copy of the Notice of Adjudication to the Adjudicator. Within 3 days of the receipt of the Notice of Adjudication, the Adjudicator notifies the Parties:
41.12.1 that he is able to decide the Dispute in accordance with this Framework Agreement; or
41.12.2 that he is unable to decide the Dispute and has resigned.
If the Adjudicator does not so notify within 3 days of the issue of the Notice of Adjudication, either Party may act as if he has resigned.
41.13 Within 7 days of a Party giving a Notice of Adjudication he:
41.13.1 refers the Dispute to the Adjudicator;
These periods may be extended if the Adjudicator and Parties agree.
41.15.1 make directions for the conduct of the Dispute;
41.15.2 review and revise any action or inaction of the Employer related to the Dispute;
41.15.3 take the initiative in ascertaining the facts and the law related to the Dispute;
41.21 If the Adjudicator’s decision includes assessment of additional cost or delay caused to the Consultant, he makes his assessment in the same way as a compensation event is assessed. If the Adjudicator’s decision changes an amount notified as due, payment or repayment (as the case may be) of the sum decided by the Adjudicator is due not later than seven days from the date of the adjudicator’s decision or final date for payment of the notified amount, whichever is the later.
do not agree to an extension, either Party may act as if the Adjudicator has resigned.
41.29 The courts settle the Dispute referred to it. The courts have the powers to reconsider any decision of the Adjudicator and to review and revise any action or inaction of the Employer related to the Dispute. A Party is not limited in court proceedings to the information or evidence put to the Adjudicator.
41.30 A Party does not call the Adjudicator as a witness in court proceedings.
42. Governing Law
The Framework Agreement is governed by and construed in accordance with the law of England and Wales. Without prejudice to Clause 41, the courts of England have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Framework Agreement provided that the Employer has the right in its absolute discretion to enforce a judgment and/or to take proceedings in any other jurisdiction in which the Consultant is
incorporated or in which any assets of the Consultant may be situated. The Parties agree irrevocably to submit to that jurisdiction.
THE FRAMEWORK AGREEMENT has been executed as a Deed and delivered by the Parties the day and year written above.
EXECUTED as a DEED by the )
Consultant )
acting by a Director and its )
Company Secretary or two )
Directors )
Director Director/Secretary
The Common Seal of
TRANSPORT FOR LONDON was
affixed to this DEED in the presence of:
………………………………………………………….. Authorised signatory
SCHEDULE 1
(Pricing and Commercial Information)
Sub-categories and Disciplines
Sub-category | Lot |
Multi Disciplinary Services | A1 |
Electrical and Mechanical Services Engineering | B1 |
Fire and Safety Engineering | B3 |
Security Engineering | B4 |
Hydraulics & Drainage and Sustainable Urban Drainage | B5 |
Utilities Services | B6 |
Earthwork Structures | B7 |
Tunnelling Engineering | B8 |
Road Tunnels, M&E and Systems | B9 |
Road and Rail Interface | X00 |
Xxxxxxx and Structures | B11 |
Buildings and Structures | B12 |
Buildings Control | B13 |
Building Surveying and Condition Monitoring | B14 |
Structural Surveying | B15 |
Topographical Surveys | B16 |
Aerial Surveys | B17 |
Geotechnical Engineering and Site Investigation | B18 |
Construction Engineering and Site Supervision | B19 |
Information Modelling and Management (BIM) | B20 |
Building Management Control System (BMS) | X00 |
Xxxx Planning: Operational Support and Major Transport schemes | B22 |
Town Planning: Development Planning | B23 |
Town Planning: Policy and Strategic Planning | B24 |
Asset Management | C1 |
Price Schedule Lot 4.1 (A1) Multi Disciplinary Services
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Capabiity Statement
Multi Disciplinary Services
Multidisciplinary Services may include but will not be limited to a combination of the following sub categories:
Civil Engineering and Structures
Civil Engineering is about creating, improving and protecting the environment in which we live. Civil Engineers design and build bridges, roads, railways and tunnels.
Structural Engineers are involved in the design and supervision of structures which will include calculating loads and stresses, investigating the strength of foundations and analysing the behaviour of beams and columns in steel, concrete or other materials to ensure the structure has the strength required to perform its function safely, economically and with a shape and appearance that is visually satisfying.
The Bidder will need to demonstrate knowledge and understanding of Civil and Structural processes and procedures that allow TfL’s legal accountabilities to be fulfilled and its required interfaces with regulatory and other agencies, to cover but not necessarily be limited to the following areas:
• Earthwork Structures
• Geotechnical Engineering
• Topographical Surveys
• Tunnelling Engineering
• Hydraulics and Drainage
• Bridges – Design and Assessment Engineering
• Buildings and Structures
• Road/Rail Interface
• Utilities Engineering
• Highway Design
• Site Investigations
• Site Supervision
Mechanical and Electrical Engineering
The Bidder will need to demonstrate knowledge and understanding of Mechanical and Electrical processes and procedures that allow TfL’s legal accountabilities to be fulfilled and its required interfaces with regulatory and other agencies.
The Bidder will be expected to provide a wide range of advice, studies, surveys, reports, design and supervision services which will in turn rely and depend on skill, competence and capabilities including but not limited to the following:
• Building Services Engineering
• Fire & Security Engineering
• Heating & Ventilation / Air Condition Engineering
• Information Systems Engineering
• Building Management Systems (BMS)
Project and Programme Management
Project Management is the business process of creating a unique product, service or result. A project is a visible set of activities having specific start and completion dates undertaken to create a quantifiable deliverable, through well managed milestones and resources - identifying stakeholders and interdependencies, and keeping all parties clear about their goals and individual responsibilities.
Programme Management is the process of managing multiple ongoing inter- dependent projects. This will require the individual projects to be separately project managed.
In an organisation, Programme Management also reflects the emphasis on coordinating and prioritizing resources across projects, departments, and entities to ensure that resource contention is managed from a global focus.
Programme Management provides a layer above Project Management focusing on selecting the best group of programmes, defining them in terms of their constituent projects and providing an infrastructure where projects can be run successfully but leaving Project Management to the Project Management community.
A strategy is a long term plan of action designed to achieve a particular Programme Management goal. Strategy is differentiated from tactics or immediate actions with resources at hand by its nature of being extensively premeditated, and often practically rehearsed. Strategies are used to make the problem easier to understand and solve. Strategy is about choice which affects outcomes and is adaptable by nature rather than a rigid set of instructions.
The Bidder will need to demonstrate a practical knowledge and understanding of Project and Programme Management and strategy formation processes and procedures that allow TfL’s legal accountabilities to be fulfilled and its required interfaces with regulatory and other agencies.
The Bidder will be expected to provide a wide range of advice, studies, surveys, reports, design and supervision services which will in turn rely and depend on skill, competence and capabilities.
Asset Management
Asset Management is deemed to be the management of physical assets (their selection, maintenance, inspection and renewal). It is the art and science of making the right decisions and optimising these processes.
The Bidder will need to demonstrate knowledge and understanding of the concepts and practical application of asset management, whole life management and costing techniques. Knowledge of processes or systems for tracking and evaluating service performance will also be required along with the ability to analyse performance trends and their overall impact on the capacity and capability of the railway. The supplier will have the knowledge and ability to implement, communicate and influence good practice and to ensure that it is consistent with Publicly Available Specification (PAS) document PAS 55 and other related management systems.
The Bidder will be expected to supply a wide range of advice, studies, surveys, reports, design and supervision services which will in turn rely and depend on skill, competence and capabilities including but not limited to the following capability details:
• Providing asset management maturity assessment and certification services
• Developing and delivering asset management training
• Supporting the development of asset management strategies
• Supporting the development of asset information strategies and delivering activities that improve the management of asset information
• Supporting the development and implementation of whole life cost and investment planning practices, including asset modelling and prioritisation
• Supporting the management and delivery of an asset management improvement plan
Architectural Services
Architectural Services are the delivery of sophisticated, sensitive, environmentally sustainable and commercially-grounded architectural projects across a range of scales. Projects might include civic buildings; community uses, cafes, libraries, health centres, utility buildings, bridges and infrastructure; residential, commercial, industrial and mixed uses and other types as required.
Services may be procured across one or all of the RIBA stages (or equivalent), including concept design, feasibility, detailed design, construction information and monitoring. Works may be new build or refurbishment.
The services also capture the provision of design guidance and parameters relating to architecture and the built environment and advice on the architecture and urban design of major schemes and proposals, with the aim of improving and achieving the highest possible design quality across these projects.
The Bidder will be expected to supply a wide range of advice, studies, surveys, reports, design and supervision services which will in turn rely and depend on skill, competence and capabilities including but not limited to the following areas:
• Urban Strategies and Area Plans
• Architecture
• Site Masterplanning and Development Feasibility
• Public Realm and Landscape
• Transport Architecture and Interchange Design
• Design Advice and Design Management
• Environmental Design and Sustainability Advice
• Community Engagement and Local Regeneration
• Heritage and Conservation Advice
• Graphic Design and Place-based Marketing
• Interior Design and Space Planning (commercial and retail)
• Modelling and Visualisation
Information Modelling & Management (BIM)
BIM is a process involving the collaborative production, use and management of digital representations of the physical and functional characteristics of a facility / asset.
Information Modelling & Management (IM&M) is the term used by TfL to describe what the industry has coined BIM and used to highlight not only the production and utilisation but more importantly the management of data and information.
Standards, Methods & Procedures (SMPs) and Digital Engineering are key components of IM&M:
• Standards, Methods & Procedures: provide a consistent collaborative approach to the production, use and management of data and information
• Digital Engineering: the use, manipulation, simulation and analysis of digital data to inform decisions. Examples may include the use or application of virtual design (3D), virtual construction (4D), virtual estimating (5D), virtual energy / carbon management (6D), digital fabrication and the use of mobile technology
Price Schedule
Lot 4.2 (B1) Electrical and Mechanical Services Engineering
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Capability Statement Electrical and Mechanical Services Engineering
Electrical and Mechanical (E&M) Services Engineering, also known as Building Services Engineering, is the discipline responsible for the building services within stations, depots and other buildings.
E&M Services Engineering covers all stages of the asset life cycle commencing with inception, through design, construction, commissioning, handover and maintenance. It is concerned with the creation and maintenance of assets to help maximise reliability, availability, maintainability and serviceability at an affordable whole life cost.
E&M Services enable human habitation and operation of buildings in accordance with the relevant Regulations and Standards.
The Supplier shall demonstrate:
• knowledge and understanding of E&M Services Engineering processes and procedures;
• their ability to co-ordinate the E&M Services design with other disciplines;
• their ability to manage interdisciplinary design interfaces;
• practical knowledge of installation, operation and maintenance methodologies;
• practical knowledge of the constraints on installing, operating and maintaining E&M Services in an operational railway environment;
• compliance with TfL and/or LUL standards and procedures including the ability to meet safety requirements associated with gaining access to operational areas;
• a full working knowledge of relevant legislation, British Standards, building regulations and appropriate industry standards and ability to communicate with and influence their client using that knowledge;
• knowledge of TfL’s legal accountabilities and how they shall be fulfilled;
• how they propose to manage TfL’s required interfaces with regulatory and other agencies.
The Supplier will be expected to provide a wide range of advice, studies, surveys, computer modelling, reports, design, computer aided design (CAD) and supervision services which will in turn rely and depend on skill, competence and capabilities. The Supplier shall demonstrate their knowledge and ability to communicate with and influence their Client in the design of the services, including but not limited to:
• Heating systems (gas, electrical, solar, ground source heat pump and other renewable sources);
• Ventilation systems (fresh air supply, exhaust, machine room, etc);
• Tunnel ventilation systems (smoke control ventilation, exhaust, supply, etc);
• Air conditioning services (chilled water systems, direct expansion and centralised refrigerant cooling systems, borehole cooling systems, etc);
• Trigeneration (combined cooling, heat and electrical power generation (CCHP));
• Domestic water services (hot and cold water services);
• Low voltage electricity distribution and circuitry;
• Natural and artificial lighting;
• Acoustics;
• Platform Edge Doors;
• Uninterruptible Power Supplies;
• Depot Fixed Electrical Equipment (i.e. welding machines, cranes, etc);
• Utility supplies: gas, electricity, water and renewable sources;
• Associated control systems to serve the above systems, and
• Building Management Systems.
Price Schedule Lot 4.2 (B3) Fire and Safety Engineering
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Capability Statement
Fire and Safety Engineering
Fire Engineering involves specification, design, installation, inspection and audit necessary to support the delivery of Fire Engineering requirements. These services specifically enable the safe human habitation of buildings and aim to minimise the disruption to operations and maximise building use.
The supplier shall demonstrate their knowledge and ability to communicate with and influence their client in the following areas:
Fire engineering:
• Understanding of TfL and LUL standards
• Formulation of fire safety strategies for buildings and railway stations in accordance with BS 7974
• Modelling for fire strategies
• Specification and design of fire detection, suppression and alarm systems
• Specification and design of fixed fire-fighting water supplies, portable fire extinguishers and sprinkler systems
• Specification and design of passive, gaseous and aqueous fire protection systems
• Specification and design of access and other facilities for fire fighters
• Specification and design of fire compartmentalisation and fire resisting elements of construction
• Smoke Control and management systems
• Fire and smoke modelling and simulation
• Reaction to fire properties of materials, including flammability, smoke production and toxicity
• Undertaking Fire risk assessments
Price Schedule Lot 4.2 (B4) Security Engineering
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Capability Statement
Security Engineering
• Formulation of Security Strategies to control and manage both physical access and electronic / IT system access
• 3D modelling of security scheme design and coverage
• Effects of security requirements on building design
• Security review, Data Protection Act compliance and audits
• Security feasibility and strategy formulation
• Risk assessment to cover physical and electronic/ IT threats
• Operational requirements determination
• Closed circuit television
• Digital recording
• Control room design
• Central station monitoring
• Access control
• Concierge systems
• Smart card applications
• Intruder alarms
• Radio paging
• Voice communication
• Radio communications
• Public address/Voice Alarms
• Personal alarms
• Integration of independent systems
• Customer information systems
• IT solutions based on recognised Network security standards principles
• Emergency and standby power
• Gates and barriers
• Car parking control systems
Price Schedule
Lot 4.2 (B5) Hydraulics & Drainage and Sustainable Urban Drainage
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Capability Statement Hydraulics & Drainage and Sustainable Urban Drainage
Hydraulics and Drainage is the provision of drainage design, assessment and modelling (e.g. Hydroworks / Microdrainage or similar), flood risk assessments, developing drainage strategies, advice on sustainability (SUDS) issues, hydrological analysis.
The supplier shall demonstrate:
• The ability to write and produce reports on flood risk assessments and developing drainage strategies
• The provision of advice on SUDS issues and hydrological analysis and usage of specialist tools and techniques to undertake assessment and design in the specialist areas of track and off track drainage systems, station and gravity drainage systems and pumping system assets.
Price Schedule
Lot 4.2 (B6) Utilities Services
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Capability Statement
Utilities Services
Utility Services - TfL require the collection of underground utilities to ensure asset owners are aware of their assets and locations and to also reduce the number of deaths and injuries due to underground asset strikes. Knowing utility locations can also determine the outcome of proposed highway works and to reduce unforeseen costs of future work.
The accurate detection, identification, verification and location of utility assets is crucial in preventing:
• Risks to the safety of workers and to the public;
• Abortive and unnecessary work;
• Damage to third party assets;
• Inefficient design solutions
• New construction often conflicts with existing underground infrastructure.
• Existing underground utilities and their related structures constitute inefficiencies and risks on projects.
Suppliers must be compliant with the 2014 Publically Available Specification (PAS) 128 standards. This comprises the following:
• PAS 128 Survey Category Type D
- Underground utility plotted from utility record data only (not detected by geophysical methods).
• PAS 128 Survey Category Type C
- Underground utility plotted from utility record data only, but with site reconnaissance to match utility record with physical utility street furniture as a best fit.
• PAS 128 Survey Category Type B
- Utility detected by multiple geophysical methods to obtain a horizontal and vertical position.
• PAS 128 Survey Category Type A
- Utility verified and positioned by physical identification. This may be by strategically positioned vacuum excavation, hand dug trial pitting or by visual inspection within a utility chamber.
A full range of services is required, the following are examples:
• Collate existing utility company service record drawings
• Below ground utility location and mapping undertaken
All work to be provided in AutoCAD DWG format to the OSGB36 grid and all surveys shall be carried out in accordance with relevant TfL / LU and other applicable industry standards, particularly TfL’s SQA587.
Price Schedule Lot 4.2 (B7) Earthwork Structures
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Capability Statement
Earthwork Structures
The supplier shall demonstrate usage of specialist tools and techniques to undertake assessment and design connection with Road and Rail Earthwork Structures and usage of specialist tools and techniques to undertake the technical co-ordination of earthworks construction on site, management of quality control issues, management of quality control and control systems.
Price Schedule Lot 4.2 (B8) Tunnelling Engineering
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Capability Statement
Tunnelling Engineering
Tunnelling Engineering describes the provision of a conduit or space under or through an obstacle, e.g. a road or rail system under a busy city centre or a road link underneath a river. Critical to the construction of the tunnel is the length, size and the ground & groundwater conditions.
The supplier shall demonstrate their ability to provide technical and professional support with regards to tunnelling and underground excavation. This includes the following:
• Geological/ geotechnical investigation,
• Excavation and materials handling,
• Ground support,
• Environmental control,
• Cross passages between running tunnels,
• Step plate junctions,
• Overrun, sliding, platform, concourse, crossover, depot approach and station passageway tunnels,
• Tunnel headwalls, ring walls, opening and junctions,
• Inclined shafts (e.g. escalator shafts),
• Vertical shafts (e.g. ventilation, access, service, lift and substation shafts),
• Cable and pump shafts,
• Disused tunnels and shafts and
• Other tunnels and shafts constructed by mining methods.
The supplier shall demonstrate their ability to provide technical and professional advice with regards to modern soft-ground tunnelling which includes the following:
• Settlement damage and lost ground
• Hand-mined and shield/TBM tunnels
• Sprayed concrete lined tunnels
• Water control
• Soft-ground moles
• Pipe jacking
The supplier shall demonstrate their ability to provide technical and professional advice with regards to modern rock tunnelling which includes the following:
• Nature of the rock mass
• Conventional blasting
• Rock support
Price Schedule Lot 4.2 (B9) Road Tunnels, M&E and Systems
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Capability Statement Road Tunnels, M&E and Systems
Road Tunnels comprise of a number of specialist M&E assets along with General
building service requirements which span across a range of asset types found in the other areas of this section.
The supplier shall demonstrate their ability to provide technical and professional support with regards to Road Tunnels and their Tunnel Service / plant room buildings
To have working Knowledge / familiarity with:-
• Road Tunnel design and Maintenance standards and best practice both in the UK and European / International.
• Current Electrical, Mechanical, Communication and Systems Standards and best practice
• Road Tunnel Safety Regulations 2009, Road Tunnel EU Legislation and TfL Tunnel Policy regarding their implementation.
• Fire Safety Regulations (RRO Fire Safety 2006)
• Have an understanding of Road Tunnel Operations (Preferably TfL Tunnels).
• Tunnel SCADA systems including PLC’s (predominantly Vijeo Citect), Software and Hardware Security processes.
• IP Communications networks and protocols.
To provide suitably qualified and competent staff to carry out the following services:-
• Feasibility and conceptual /preliminary design for Tunnel Systems, such as but not limited to:
- Tunnel Fire life safety systems (Inc. Fire mains, in Tunnel fire suppression technology, way guidance and low level evacuation etc.)
- Tunnel Ventilation (surveys and CFD modelling)
- Tunnel Lighting to BS 5489 pt2
- In Tunnel Communications (Radio / PA/ Mobile LTE, etc.)
- In Tunnel CCTV, XXXX and cutting edge incident detection systems
- Pumping Systems (Inc. Gas detection and level monitoring, Aquaview monitoring)
- Building services systems (Fire / intruder / small power / Heating / air cooling etc.)
- Electrical Design Inc. HV, LV and ELV
- Electrical Standby systems generation and UPS.
• Carry out Inspections and Surveys to meet TfL requirements including but not limited to :
- DSEAR reviews on Tunnels & Pumping Stations
- Tunnel M&E Principal and Specialist Inspections in accordance with TfL guidelines
- Cat 3 Check on Tunnel M&E systems
• Review, Condition Survey and Update:
- M&E Asset registers
- M&E Drawings
- Tunnel Operations and Maintenance documentation and manuals
Price Schedule Lot 4.2 (B10) Road and Rail Interface
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Capability Statement
Road and Rail Interface
Road/Rail interface involves the risk that arises at the road-rail interface. It includes the levels of risk and harm to passengers, the workforce and members of the public from bridge strikes and road vehicle incursions onto the railway.
The supplier shall demonstrate:
An understanding of the methodologies for completing detailed risk assessments and any necessary improvements to reduce bridge strikes and vehicle incursion risk at vulnerable sites.
Price Schedule Lot 4.2 (B11) Bridges and Structures
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Capability Statement
Bridges and Structures
Bridges – Design and Assessment Engineering involves the design and assessment of rail and road bridges. It includes a wide range of bridge structures including overbridges, underbridges, footbridges, arches & viaducts, tenanted arches, pipe bridges, culverts, subways, retaining structures and gantries.
The supplier shall demonstrate:
• The knowledge and ability with regard to Structural Eurocodes, DMRB and TfL Standards.
• The knowledge and ability with regard to design, checking and assessment of bridges or elements of bridges in the UK and overseas.
• The knowledge and ability with various types of structure including highway bridges, rail bridges, temporary bridges and footbridges.
• The knowledge and ability to provide advice to the client on Underground structures, earth retaining walls, including gabions, ancillary structures and components and culverts and cable bridges.
• An understanding of the behaviour of bridge structures and materials under a variety of environmental conditions, loadings and accidental actions.
Price Schedule Lot 4.2 (B12) Buildings and Structures
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Capability Statement
Buildings and Structures
Buildings and Structures services include initial advice for business cases and feasibility studies, through concept and detailed design stages to full construction and handover. It requires the utilisation of computer software packages to undertake analysis, design and specialist assessment, such as vibration, dynamic response and fire resistance.
The supplier shall demonstrate their ability to provide technical and professional support with regards to buildings and structures. This includes the following:
• Office and Accommodation buildings
• Storage buildings
• Workshops
• Depot Buildings and Structures
• Train washing facilities
• Sub stations
The supplier shall demonstrate their ability to provide technical and professional support with regards to station structures, which includes the following:
• Station buildings,
• Ticket halls,
• Platforms,
• Lift and Escalator shafts
• Pump rooms,
• Equipment rooms,
• Control rooms and
• Staff mess and locker rooms.
The supplier shall demonstrate their ability to provide technical and professional support with regards to building and station ancillary structures which includes the following:
• Roof structures
• Canopies
• Stairs
• Ramps
• Ladders
• Handrails
• Barriers
• Vehicle Impact protection
• Escalator support structures
• Lift support structures
Price Schedule
Lot 4.2 (B13) Buildings Control INSERT PRICE INFORMATION HERE
Capability Statement
Buildings Control
Building Control details the approval required for all new work and alterations to existing buildings. This includes work to a listed building or work occurring within a conservation area. LU as a “Statutory Undertaker” has some exemption under the Xxxxxxxx Xxx 0000 but still requires all new work and alterations to existing buildings to comply with the Building Regulations. This exemption does not apply to Over-Site Developments and works beyond the Operational Boundaries of London Underground. Within the Operational boundary other Railway / LU specific legislation applies therefore all works are required to comply with mandatory Category 1 LU Standards.
All building work carried out should meet current building codes and regulation requirements to ensure that buildings are designed and constructed in accordance with the Building Regulations and associated legislation and applicable standards.
The supplier shall demonstrate their ability to provide technical and professional support including but not limited to:
• Building plans application
• Site inspection and reporting
• Issues log management
• Change control
• Completion certification
Price Schedule
Lot 4.2 (B14) Building Surveying and Condition Monitoring
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Capability Statement Building Surveying and Condition Monitoring
Building surveyors advise on the maintenance and repair, redevelopment and/or
alterations to existing buildings. They advise on the continued fitness for purpose of buildings, within client requirements and applicable Legislation, Regulation and LU Standards. They also provide advice on the design and construction of new and altered buildings.
The supplier shall demonstrate their ability to provide technical and professional support to a large estate of varied buildings, including but not limited to:
• The provision of advice about building/property issues including technical, financial, legal, environmental, building regulation, CDM and occupiers welfare and restoration matters
• Undertaking property and land surveys and valuations
• Monitoring the deterioration of a property and taking steps to xxxxx it. Identifying building defects and offering advice about remedial work
• Work bank development and management
• Preparing plans, contracts, budgets and other documentation
• Writing technical reports
• Planning and overseeing building / building project works, monitoring progress and ensuring work is completed in time
A Condition Survey of a building or building element is carried out to advise a client on the current condition of a building or elements of its construction. This informs short, medium & long term proposals for future maintenance and/or development. A condition survey involves the examination and photographic recording of an object, surface or building prior to treatment.
The supplier shall demonstrate their ability to provide technical and professional support including but not limited to:
• Recording the present condition of a Building or Building Element, highlighting areas of failure or concern
• Provide a better understanding of the nature, history, technology and significance of the Building or Building Element
• Investigating previous interventions
• Identifying causes of historic and ongoing deterioration
• Presenting conservation recommendations based on the results of the survey
• Providing an estimate for works, if required
Price Schedule
Lot 4.2 (B15) Structural Surveying INSERT PRICE INFORMATION HERE
Capability Statement
Structural Surveying
Structures to include Bridges, Tunnels, Covered ways, Retaining structures, Cable and Access Gantries, Viaducts, and other miscellaneous structures in both Rail and Highway Environments.
The supplier will be required to provide the following services:
• Structural Inspections to identify defects and the causes & effects of damage & deterioration. This includes measuring and recording Cracks, Deformation, Movement and loss of section due to Corrosion etc.
• Defects Diagnosis and determine the underlying cause of defects
• Carryout Structural Appraisal, this can either be Qualitative or Quantitative to confirm Stability and Serviceability of the structure, including proposing recommendations for management of sub-standard structures. Must be compliant with TfL and LU standards/requirements.
• Carryout Engineering Assessment in accordance with TfL and LU standards/requirements.
• Produce reports with recommendations for Maintenance Works, Strengthening or Replacement and interim measures including Monitoring Inspections, with, priorities, risks, options and costs.
• Carry out or oversee any further site investigation and testing required.
• Real time Remote Monitoring of Structures and making data available via web browser.
All work to be carried out by Competent persons as required by TfL and LU standards/requirements.
Price Schedule
Lot 4.2 (B16) Topographical Surveys INSERT PRICE INFORMATION HERE
Capability Statement
Topographical Surveys
Land and Measured Survey services are required to meet TfL Project requirements. A full range of measured survey services is required, including but not limited to:
• Track, tunnel and platform surveys
• Tunnel gauging
• Embankment and cuttings – earthworks
• General topographical surveys
• Control networks
• High Definition Scanning (HDS) surveys for 3D modelling of stations, tunnels, bridges and buildings
• Track and structure monitoring
• Tunnel to surface correlation surveys
• Highway surveys
• Measured building surveys
• Setting-out of new works
All surveys for LU, DLR and Tramlink shall be carried out to London Survey Grid (LSG) and height datum, created and plotted using MicroStation V8 (to avoid corruption during conversion from other formats), supplied in Microstation V8 DGN in 2D or 3D as required. The LU Survey Data Manager will check the delivered data prior to formal acceptance.
Survey undertaken for Surface shall be undertaken to OS datum and presented using AutoCAD.
The surveys shall be carried out in accordance with relevant TfL / LU and other applicable industry standards.
Price Schedule
Lot 4.2 (B17) Aerial Surveys
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Capability Statement
Aerial Surveys
Aerial Surveys are used to meet TfL Project requirements where large or inaccessible areas of infrastructure are required to be mapped as efficiently as possible.
By utilising either a fixed wing or a helicopter based camera, aerial surveys are required with the items listed below being the key deliverables:
• High resolution digital imagery
• Ortho-rectified imagery
• Lidar data
• Associated three dimensional CAD mapping
All surveys for LU, DLR and Tramlink shall be carried out to London Survey Grid (LSG) and height datum, created and plotted using MicroStation V8 (to avoid corruption during conversion from other formats), supplied in Microstation V8 DGN in 2D or 3D as required. The LU Survey Data Manager will check the delivered data prior to formal acceptance.
Survey undertaken for Surface shall be undertaken to OS datum and presented using AutoCAD.
The surveys shall be carried out in accordance with relevant TfL / LU and other applicable industry standards.
Price Schedule
Lot 4.2 (B18) Geotechnical Engineering and Site Investigation INSERT PRICE INFORMATION HERE
Capability Statement Geotechnical Engineering and Site Investigation
Geotechnical Engineering is the provision of expert advice and support in assessing
the stability and strength of soil and rock materials, as well as groundwater conditions.
The supplier shall demonstrate usage of specialist tools and techniques to undertake assessments and provide advice regarding the following:
• Geotechnical investigations
• Design of temporary works
• Grouting and underpinning
• Foundations and retaining walls
• Soil and rock slope stability
• Reinforced earth
• Numerical analysis
• Deep basements and excavations.
A site investigation is the process of the collection of information, the appraisal of data, assessment and reporting without which the hazards of the ground beneath the site cannot be known.
The supplier shall demonstrate their ability to provide technical and professional support with regards to site investigations which includes the following:
• Ground investigations for road and rail construction
• Soil movement planning and advice
• Geotechnical interpretation and assessment for infrastructure installation
• Soil assessment for shrubs and trees
• Assessment of failed landscape schemes
• BS3882 topsoil assessment (specification for topsoil requirement)
• Soil manufacture specification
• Soil drainage problems
• Site survey for potential contamination risks
• Sediment assessment for use on land
Price Schedule
Lot 4.2 (B19) Construction Engineering and Site Supervision INSERT PRICE INFORMATION HERE
Capability Statement Construction Engineering and Site Supervision
Construction Engineering is related to the provision of constructability, efficiency and
risk management advice at feasibility or design stage and assessing the safety and practicality of contractors and other parties’ proposals that may affect the road / rail infrastructure and/or operations. It ensures that safe systems of work are established and implemented for all associated works including the assessment and control of environmental impacts, monitoring contractor performance, programme and compliance of works in accordance with the design, specification and relevant engineering standards. It reviews and or accepts technical submissions, keeping accurate records of work undertaken, resolving technical constructability issues on site and ensuring effective liaison with stakeholders including design teams, consultants, operational and maintenance staff.. Site supervision is to ensure adequate control of construction activities and the people who work on it where the works are taking place.
The supplier shall demonstrate their ability to provide technical and professional support in regards to Construction Engineering and Site supervision which includes the following:
• Supervision and execution of construction of civil & infrastructure works
• Organisation and coordination of the subcontractor works
• Leading, coordinating and controlling the subcontractor labour
• Coordinating and monitoring the delivery of materials
• Attending site meetings, highlighting problem or defects with consultant or contractor in order to deliver quality products
• Supervision of architectural, mechanical, civil and structural construction works
Price Schedule
Lot 4.2 (B20) Information Modelling and Management (BIM) INSERT PRICE INFORMATION HERE
Capability Statement Information Modelling & Management (BIM)
BIM is a process involving the collaborative production, use and management of
digital representations of the physical and functional characteristics of a facility / asset.
Information Modelling & Management (IM&M) is the term used by TfL to describe what the industry has coined BIM and used to highlight not only the production and utilisation but more importantly the management of data and information.
Standards, Methods & Procedures (SMPs) and Digital Engineering are key components of IM&M:
• Standards, Methods & Procedures: provide a consistent collaborative approach to the production, use and management of data and information
• Digital Engineering: the use, manipulation, simulation and analysis of digital data to inform decisions. Examples may include the use or application of virtual design (3D), virtual construction (4D), virtual estimating (5D), virtual energy / carbon management (6D), digital fabrication and the use of mobile technology
Price Schedule
Lot 4.2 (B21) Building Management Control System (BMS) INSERT PRICE INFORMATION HERE
Capability Statement Building Management Control Systems (BMS)
The main use of the BMS is to manage the environmental conditions and hence
energy consumption within a building. A BMS is a computer-based control system installed in usually large buildings to control and monitor the building’s engineering services: mechanical and electrical equipment such as ventilation, lighting, power systems, heating, fire systems, and security systems.
The supplier shall demonstrate:
• An in-depth understanding of and usage of specialist tools and techniques to communicate with and influence their client on the specific requirements of the BMS based on an assessment of the building and its services