ProjecTeam Ltd – Suite of Model Contract Documents

ProjecTeam Ltd

21 Lakeside

Bury BL9 9TX

INDEX:

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TREASURY MODEL

SUGGESTED UPDATES TO TREASURY MODEL

ADVANTAGES FOR:
Government
NHS Trusts
Companies

GOODS PROCUREMENT
FREE GUIDANCE

75 COMMON CONTRACTING ERRORS

INDEPENDENT APPRAISAL

^{ProjecTeam Ltd}

^{Tel:
0161-766-8709 Fax: 0161-766-6620 E-mail:
mdrake@projecteam.co.uk}

^{Advantages of Model Contract Documents for Companies and other
Private Sector Organisations}

^{We offer training,
documentation and contracting support to companies and other private sector
organisations. We provide model contract documentation for use in purchasing
services and compatible documentation for purchasing goods.}

^{The techniques
of contract control used in our documentation have proved effective in
contracting projects undertaken by major private sector companies.}
^{Those techniques are now combined with best practice
in government contracting. As the basis of our services documentation,
we have adapted and developed the Treasury model contract for use in the
private sector.}

^{We were the principal authors of the Treasury model
documents, published as CUP Guidance Note 59. We have experience in managing
large-scale contracting projects in central government and in private sector
companies.}

^{Why use the Treasury model contract
as a basis?}

· ^{It was prepared
in consultation with contract specialists from government departments,
private sector consultants and contract experts from the CBI.}

· ^{It is approved
by government lawyers and auditors, welcomed by the CBI and supported by
contractors’ associations.}

Why use ProjecTeam model documents within a company?

The ProjecTeam documents give a company the twin benefits of reliability and consistency. They save time, save costs and save claims.

Fundamentally they are the result of the intensive preparation and consultation on the Treasury models. The ProjecTeam documentation developed from those models has been legally vetted and is used by a number of government departments and NHS Trusts. The benefits are now available to private sector companies.

The key to the model services contract is the separation of the five sections of the contract, the Form of Agreement, Standard Conditions, Specification, Schedule of Prices and Rates, and Administration Instructions.

A new project need not be a new burden.

Since the Standard Conditions will apply with little or no adjustment, procurement staff can concentrate on preparing project specific information for the Specification and selecting the appropriate tables in the model for the Schedule of Prices and Rates.

Involvement of specialist consultants and company solicitors is minimal, where the use of a standard model has been established. Many contract consultants and solicitors in private practice are familiar with the documents and have no difficulty working with them.

Large-scale contractors have also become familiar with the documentation, from tendering and contracting under the Treasury model or its development in the ProjecTeam versions. The saving in their preparation time and costs can lead to lower tendered prices.

The main benefit of the documentation, however, is in the safeguards it provides to save the company from escalating costs and claims. Our documentation gives the company full control over crucial matters arising in the course of the contract. For example:

^{The company
has the right to require variations in the services.}
^{Variations in
price are made by reference to the original tendered prices.}
^{Performance
monitoring procedures are locked into the contract.}
^{The contractor
must produce monthly reports which include an up to date assessment of
the cost to him of any variations he has requested which the company has
rejected. This provides an effective mechanism for avoiding unsupported
claims during and after the contract.}

^{Services Covered by the Documentation}

^{Our documentation is suitable for companies of any size,
for purchasing services of any kind. It is therefore appropriate for services
such as -}

^{Facilities
Management, Property Maintenance, Transport}
^{Catering,
Cleaning, Security, Messengers}
^{Telephonists, Typing, Reprographics}
^{IT services, Data Processing, Personnel Management}
^{Specialised
and skilled services of any kind}

^{ProjecTeam
Documentation}

^{We provide a complete model documentation package:}

^{Tendering Procedures}

^{We provide a model Questionnaire, Invitation to
Pre-Qualification Interview and Invitation to Tender, adapted from the
Treasury models in CUP GN 59.}
^{A formal tendering process is generally the
preferred route for ensuring you select the most suitable contractor.
Our documentation is based on the legal requirements applying to
government bodies in competitive tendering. It is familiar to many
large-scale contractors in the}^UK^{who have tendered for government contracts.}
^{The documents cover the crucial preliminary stages,
for obtaining accurate information as to experience, financial
viability, technical ability and quality of service. They include
provision for formal interviews and site visits. They provide structured
requirements so as to attain consistency between tenders and to award
the contract on objective criteria, fairly applied.}

^Contract

^{The model contract is in five section format. The
Form of Agreement and Standard Conditions are converted from the
Treasury models. The developments cover such matters as conflict of
interest and deal more comprehensively with liabilities.}

^{We provide detailed model frameworks to complete the
contract with the three sections referred to but not included in CUP GN 59:}

· ^{Specification}^{- providing a framework and detailed guidance including
advice on drafting techniques in specifying service requirements. This avoids
the potential for disputes and claims where the requirements have not been
made clear.}

· ^{Schedule of Prices and Rates}^{- containing appropriate provisions for services,
including structured tables for volume banding, daywork and premium time
rates, and price adjustments in the event of a change in the number of TUPE
employees assumed to transfer to the contractor.}

· ^{Administration Instructions}^{- keeping all administrative matters separate from other
sections of the contract. This includes provisions covering monthly meetings,
performance monitoring, progress reports and special requirements providing
protection against claims.}

^{In-House Agreement}

· ^{We also provide
a model Agreement for managing services provided in-house. So far as
possible, it is consistent with the contract for external contractors. This
is valuable where an in-house team bids in competition with other tenders, but
for all cases it provides a sound formal structure for monitoring performance
and maintaining cost efficiencies.}

^{Goods Contract}

^{The suite of documents includes a Goods Purchase
Order in single sheet pad format and in the form of a five section
contract. The conditions are consistent with the services contract. It
provides full protection for the company’s interests in the event of a
defect or other contractual default, as distinct from conditions of sale
generally provided by the supplier.}

^{Examples of Techniques
used in the ProjecTeam Documentation}

^{You may wish to check whether your current procedures and
contract terms use the techniques listed below:}

· ^{The Invitation
to Tender incorporates the proposed contract. The tenderer is required to
insert the tendered prices and administrative information in the appropriate
sections.}

· ^{The Company is
to state a view on the application of TUPE and the documents cover the
provision of information on the terms of service of transferring employees.}

· ^{The contract is
an "entire agreement", excluding extraneous documents so as to
avoid conflicts of interpretation and claims of misrepresentation.}

· ^{The Conditions
include provisions specific to the provision of services, which are not
applicable to the supply of goods.}

· ^{The Company has
the right to terminate the contract if the Contractor has failed to
demonstrate his capability at the end of the "Setting Up
Operations" period.}

· ^{It provides for
the Contractor’s use of items of Company’s Property, based on information
given to tenderers and listed in the Administration Instructions.}

· ^{The Company is
given the right to purchase items of Contractor’s Equipment at fair market
value where required for the future provision of the services.}

· ^{It covers
services provided on the Company’s Premises, especially as to the admission
of Staff and the use of the premises as a licensee.}

· ^{The Contractor
is required to retain Key Staff in the performance of the contract, to be
listed in the Administration Instructions.}

· ^{There are comprehensive
provisions on such matters as Intellectual Property Rights, Confidentiality
(including a Confidentiality Undertaking) and Limitation of Liability.}

· ^{The contract
provides for variations to be made only by means of a prescribed Variation to
Contract form, included in the Administration Instructions. The Company is
given the right to direct a variation provided it is related in nature to the
services being provided. Any changes in Prices or Rates as a result of a
variation are determined by using the original tendered Prices and Rates, or
pro rata to those Prices and Rates, or based on those Prices and Rates.}

· ^{It includes
provisions for performance monitoring, monthly meetings and reports.}

· ^{It provides a
formula for the adjustment of the contract Prices and Rates in the event of
extension of the Contract Period.}

· ^{The Company is
given the right to terminate the provision of part of the services in
appropriate circumstances, with appropriate consequential provisions.}

· ^{The Contractor
is required to provide information for retendering the services, to allow
tenderers to visit the site where the services are performed, and to hand
over documentation and computerised material used in providing the services.}

· ^{It requires the
Contractor to provide information as to any Staff transferring under TUPE,
for inclusion in a further ITT, and imposes restrictions on the movement of
Staff in the undertaking or changes in their terms of employment.}

· ^{It includes
recognition of the application of TUPE, where appropriate, and indemnities in
respect of inaccurate information and claims arising from acts or omissions
of the Contractor.}

^{Cost of ProjecTeam Documentation}

^{The ProjecTeam model documents are available for a modest
charge which includes helpline support and updates arising from experience in
use.}

^{Project Specific
Advice}

^{ProjecTeam provide
project specific advice and support throughout the contracting process, where
desired. We have experience not only in running major contracting programmes,
but in managing complex organisational projects. Our experience includes
responsibility for new building programmes, substantial relocations of staff
to new office premises.}

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ProjecTeam Documentation

Examples of Techniques used in the ProjecTeam Documentation

Project Specific Advice

^{ProjecTeam
Documentation}

^{Examples of Techniques
used in the ProjecTeam Documentation}

^{Project Specific
Advice}