Request for quotation
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Request for Proposal (RFP)
PUR1307/34
Provision of Building Maintenance Services
European Bank for Reconstruction and Development
18/10/2013
Request for Proposal
Provision of Building Maintenance Services to the Bank’s Headquarters (PUR1307/34)
1. Introduction
1.1 Definitions:
The terms ‘EBRD’ and ‘The Bank’ shall mean the European Bank for Reconstruction and Development.
The term “Minimum Requirements” shall mean a set of criteria (specified in 3.1.) that Suppliers must meet in order to be qualified to submit a Proposal.
The term ‘Proposal’ shall mean the combination of the Technical Questions and Presentation in Annex F + the Quotation File that will be sent to Suppliers that pass the Minimum Technical threshold and meet all Minimum Requirements as specified in 3.2.
The term ‘RFP’ shall mean Request for Proposal.
The term ‘Suppliers(s)’ shall mean a party that submits a tender in accordance with this RFP. Any Supplier intending to participate in this tender process must submit an Expression of interest before the deadline specified in the time schedule.
1.2 EBRD Profile
The European Bank for Reconstruction and Development (EBRD) was founded in April 1991, in London, to foster the transition towards open market oriented economies and to promote private and entrepreneurial initiatives in Central and Eastern Europe.
The Bank is an international institution. Further information about the EBRD’S role and activities can be found on the Bank’s website: .
2. Description of the RFP Process
2.1. General Description
The purpose of this document is to request proposals for the selection of a Building Maintenance Services company to provide services for the Bank’s Headquarters in London, the specific details of which are contained in Annex A (Scope of Works).
2. Sole source of contact for this Tender
The sole source of contact for this tender is:
Aurora Rodriguez Martin
One Exchange Square
London EC2A 2JN (United Kingdom)
rodrigua@
Tel: +442073387927
Please do not contact any other member of the Bank’s staff during the duration of this tender or you may be disqualified from the process.
2.3. Time schedule
|Building Maintenance Services |Date |
|RFP published in the EBRD web page |21 October 2013 |
|Expressions of interest from Suppliers |4 November 2013 at 13:00h |
|Site visits/presentations |5-22 November 2013 |
|Submission of Questions from Suppliers |27 November 2013 at 13:00h |
|Answers to Questions from Suppliers |4 December 2013 |
|Technical Proposals from Suppliers |16 December 2013 at 13:00h |
|TUPE Information and Quotation File sent to suppliers that meet the Minimum Threshold in the |16 January 2014 |
|Technical Evaluation and meet all Minimum Requirements | |
|Financial Proposals from Suppliers |30 January 2014 at 13:00h |
|Contract Award |TBC |
|Contract Negotiations (final) and contract signature |TBC |
|Service Commencement |July 2014 |
4. Expressions of interest from Suppliers
Suppliers interested in participating in this procurement process must submit an e-mail to the Sole Source of Contact for this tender before the deadline specified in the time schedule expressing their interest in order to be invited to the site visit/presentations and to participate in this tender process.
2.5. Site visits/presentations
The EBRD will invite all Suppliers participating in this RFP to a site visit the EBRD’s Headquarters at One Exchange Square, London EC2A 2JN. The duration of the visit will be approximately of three hours.
This site visit will include a presentation from the Supplier to the Bank. Suppliers will be notified by e-mail the date and time they must attend for the site visit and to make the presentation.
Best efforts shall be made to give Suppliers a minimum of 48 hours’ notice of their site visit/presentation slot however these will not be negotiable.
The EBRD will provide Suppliers with a computer and a TV screen to show your presentation slides.
2.6. Clarifications (Submission of questions from Suppliers)
The process for reception and resolution of questions shall be as follows:
- Suppliers will send questions by e-mail to the sole source of contact for this tender. There will be one round of questions. The deadline for questions is shown in the calendar.
- The EBRD will respond to all questions in writing, sending an e-mail to all Suppliers on the date shown on the time schedule. Responses shall be sent to all Suppliers invited to participate in the process, with no indication of which Suppliers made any particular question.
2.7. Submission of Technical Proposal
Submission of a Proposal by a Supplier implies acceptance of the terms described in this RFP.
This document is a RFP sent by the EBRD to a number of Suppliers. This document does not constitute a contract, nor may it be considered as such. Award shall be subject to the successful Supplier entering into a contract with the EBRD.
If, in the judgment of the EBRD, the information sent by any of the Suppliers does not meet the functional, technical or contractual requirements contained in this document, the EBRD reserves the right to disqualify this supplier from the process.
Proposals must be submitted to the sole contact person indicated above as specified below:
- Annex F (‘Technical Proposal’) answers must be submitted in a PDF file. Use of any other format will disqualify the Proposal. Annex F must be submitted by E-MAIL only before the date specified in the Time Schedule (London time).
The information in the Proposal must be accurate and truthful. Otherwise, the Supplier will be disqualified for this tender process.
The Bank reserves the right to verify any information in the Proposal with the references provided by the Supplier.
All the service specifications are described in Annex A (‘Scope of works’) included with this RFP.
2.8. Proposal Validity
Proposals submitted shall be valid for 180 days following date of reception.
3. Evaluation Methodology
3.1. Minimum Requirements
Please, make sure you comply with ALL of the following Minimum Requirements before submitting any Proposal.
Minimum Requirements
- The Supplier must have an annual turnover as an engineering maintenance services provider (exclusively) in exceed of £15M in the last three (3) years.
- The Supplier must hold a minimum of 3 current contracts with blue chip companies in the City of London, West End or Docklands where they carry building maintenance services.
- The Supplier must have been operating as an engineering maintenance services provider for ten (10) years or more.
- The Supplier must have an office within the radius of the M25
- The Supplier must hold public liability insurance of £10,000,000 (ten million pounds sterling) or more
- The Supplier must have in-house project team capabilities to undertake small to medium sized projects (up to £350,000)
- The Supplier must be able to undertake fabric maintenance and fabric type projects
- The Supplier must provide a Building Maintenance Service contract in at least 12 buildings that are greater than 9,290 sq./meters (approx. 100,000 sq./ft) net
- The Supplier must have a procedure for assessing and ensuring that the site based staff are competent to do their jobs
- The Supplier must have based staff kept up to date with information and training required to carry out their work, for example current legislation, British Standards, best practice, etc
- The Supplier must have adequate arrangements to refresh training on specific duties, for example, refresher training of HV Authorized Persons / Legionella etc.
- The Supplier must include an HV Authorised Person approved by the Supplier’s HV Authorising Engineer on the site team they would propose to the Bank
- The Supplier must hold the following accreditations: ISO9001:2008, ISO 18001, ISO 14001 (a copy of the accreditation certificates will be requested to all Suppliers)
Suppliers that do not meet all Minimum Requirements by the 30th of January 2013 will be disqualified from this tender process.
The Bank reserves the right to verify that any Suppliers meet the Minimum Requirements at any stage of this tender process.
3.2. Evaluation of Proposals
The evaluation of Proposals will be based on:
|Element of the Evaluation |Maximum Score |Percentage of Total |
| |available | |
|Technical Proposal (inc Presentation) |100 |60% |
|Financial Proposal |66.67 |40% |
|Maximum Score Available |166.67 |100% |
- The analysis of the responses to the Technical Proposal submitted by the Suppliers and the Presentation (60% of the final weight). Suppliers technical proposals will be evaluated in accordance with the evaluation criteria described in Annex F. Only those Suppliers who achieve a minimum of 80% (80 points) of the total number of points available for the Technical Proposals evaluation will receive the Quotation file (financial proposal) - The analysis of the financial proposal submitted by the suppliers (40% of the final weight). The Financial Evaluation methodology for this tender is the following:
|The Proponent proposing the lowest total contract price over a 5 year period will be given the maximum financial|
|score available. Other proponents (higher) prices will be divided into the lowest price and the result |
|multiplied by the maximum score given. One total financial score will be awarded to each Proponent. |
|FSa = LP( EPa x Maximum Financial Score |
| |
|where: FSa = financial score for proposal a |
|LP = the lowest evaluated financial proposal |
|EPa = the financial proposal of a. |
The qualified Supplier achieving the highest combined technical and financial score will be nominated as awarded Supplier.
An award, if made, is subject to the parties agreeing contract terms.
3.3. EBRD’s Response
Proponent’s Proposals will be evaluated in accordance with the evaluation criteria described in 3.1. and scored by a nominated Tender Evaluation Panel (TEP) of Bank staff selected from operational units who are directly involved with the services to be provided.
The Bank’s Corporate Procurement Unit will communicate all final decisions regarding this RFP to Suppliers.
3.4. Contract
The documents contained in this RFP including the information contained in the Suppliers’ tender shall form the basis of any contract that may ensue. The Contract awarded shall be performed in accordance with the Terms and Conditions contained in Annex G of this Request for Proposal.
3.5. Request for Proposal Cost
All Suppliers pre-sale costs, including but not limited to, proposal preparation and presentation, system demonstrations, documentation, site visits, in-depth briefing of The Bank negotiation meetings are entirely the responsibility of the Suppliers and shall not be chargeable in any manner to The Bank. The Bank will bear the costs of sending its own staff to Suppliers locations or reference sites if necessary.
3.6. Final Negotiations
The Bank reserves the right to subject each proposal to final negotiations.
3.7. The Bank’s Right to Accept Any RFP Responses or Reject any or all RFP Responses
The Bank reserves the right to accept or reject any RFP response, or part thereof, and to annul the RFP process and reject all RFP responses at any time prior to award of contract without incurring any liability to the affected parties.
4.0 Confidentiality
4.1 The Suppliers shall treat the RFP as private and confidential.
4.2 The enclosed Confidentiality Agreement is to be submitted duly and executed immediately.
4.3 The RFP is on loan to the Suppliers and shall at all times remain the property of The Bank and must be returned to The Bank within 5 days of the Suppliers receiving either, notification that it has been unsuccessful in the Tender, or on written request from The Bank for the return of the RFP. No part of this RFP shall be reproduced in whole or in part in any form without The Bank’s prior express written consent.
4.4 All materials submitted to The Bank shall become the property of The Bank and will not be returned. If the Supplier intends to submit confidential or proprietary information as part of the proposal, any limits on the use or distribution of that material should be clearly delineated in writing.
5.0 EBRD Logo Protection
Please be advised that the Bank’s logo is a registered service mark and as such should not be reproduced without the express written permission of the European Bank for Reconstruction and Development.
Annex A
Scope of Works
Specification and Scope of Work
1.0 Introduction
The Building (The Bank’s Headquarters at One Exchange Square, London EC2A 2JN) was completed during the late 1980’s and forms part of the Broadgate complex. The Bank took occupation during 1991. The Building comprises of 13 floors totalling 526,120 square feet (gross) of office accommodation, auditorium and restaurant facilities and associated plant room areas, there is also an additional office accommodation within 155 Bishopsgate of approximately 55,000sq ft which is to be covered by this contract.
1.1 The intent of this contract is to ensure that the contractor shall provide all of the necessary resources to maintain and operate the building services installation to an optimum level and to the satisfaction of the Bank’s engineering team. Great importance is placed upon the contractor to provide a level of service that ensures the Bank functions with minimal disruption to its business operations.
1.2 The contractor shall be responsible for ensuring that all assets detailed within Annex B are maintained to a minimum in accordance with Technical Specification SFG20 ‘Standard maintenance specification for building services’, and in line with all current legislation, regulations and “good working practices”.
All assets are deemed to include local isolators, safety devices/systems and associated components and should be maintained accordingly. If there are any doubts as to the item or the relevant maintenance tasks, then, the item shall be maintained in accordance with the current SFG20 guide until a formal agreement can be reached with the Bank.
The contractor is directly responsible for all Mechanical, Electrical and Public Health systems with the exception of items detailed in section 6.8., and shall ensure delivery of the specified works activities including, but not limited to:
• Labour and other personnel with appropriate skills, technical expertise and, management expertise (this shall apply to direct or sub-contract labour).
• Plant, tools, test instrumentation, chemicals, lubricants and other sundry materials, including any delivery costs to site.
• Temporary plant items or equipment if it is necessary for delivering the required performance in the event of the breakdown of existing plant.
1.3 The contractor shall have within their employ or via a regular partner company (the Bank reserve the right to see the suitability of the partnering arrangement), personnel with suitable skills to assist with the management of fabric type works, this may include items such as, preparing scope of works, carrying out condition surveys, providing quotations to undertake remedial works, managing remedial works, etc.
The contractor will not be required to include a sum within the Financial Proposal of this tender to provide for this provision, but the contractor may charge for this service, whenever it is used by the Bank.
In addition, wherever appropriate the contractor may also provide quotations to undertake any planned fabric works. However, final selection for any fabric works contractor shall be determined upon a competitive quotation basis.
2.0 Commencement of the Contract
2.1 The contractor shall begin to provide the services on 01 July 2014. At this time the contractor shall have in place a management structure that has been agreed with the Bank, issued suitable risk assessments and operational procedures to ensure a seamless transfer of operational duties and control. Where the Contractor has elected to sub-contract elements of the services, the start date for these sub-contracts shall also commence on the main Contract start date. The Bank reserves the right to inspect third party contract agreements (the Contract awarded will be an “open book policy” contract).
2.2 Prior to the start date the contractor shall mobilise staff and make preparations for handover. Any costs incurred during this period will be the responsibility of the contractor and not recoverable from the Bank.
3.0 Site Staffing requirements and Hours of Operation
3.1 The contractor shall ensure that the site is manned by suitably qualified and competent personnel, between the hours of 07.00 – 19.00 Monday to Friday inclusive (Excluding UK public holidays). During these hours the Bank should be considered as open for business and all services shall be operational. Shutting down systems for planned maintenance will not be permitted during these hours without permission from the Bank’s Representative.
Within the contract an allocation should be allowed for two engineers (2 x Engineering Technician) to be in attendance on Saturday from 0700hrs – 1700hrs (Engineers to work a split day to cover hours). Any other hours outside the detailed hours will require the prior approval of the Bank’s Representative.
3.2 During the hours of 0800hrs – 1700hrs Monday to Friday (Excluding UK public holidays) the site will be manned by the personnel detailed below;
• 1 x Site Manager
• 1 x Assistant Site Manager
• 1 x Lead Handyman / Porter
• 2 x Handymen
• 2 x Porters
• 1 x Administrator
• 2 x Engineering Technician
• 1 x Controls Engineer (Trend)
In addition the contractor will provide
• 1 x Shift Leader and 1x Shift Technician commencing work at 0700hrs until 1600hrs
• 1 x Shift Leader and 1 x Shift Technician commencing work at 1000hrs until 1900hrs
Total: 15 Staff
3.3 It is anticipated that the provisions accorded under the current T.U.P.E legislation will apply to any staff transferring employer in the event that there is a change in Contractor at the Site. Information necessary for proponents to prepare their financial proposals will be distributed to supplier’s that meet the minimum technical threshold and meet the Minimum Requirements as indicated in the Request for Proposal).
3. 4 The level of manning is deemed the minimum number of staff necessary to fulfil the contract. It will be the Proponent’s responsibility to determine the labour level necessary to fulfil the contract, any excess of this number must be identified within the Technical Proposal and the associated costs for each trade identified in their Financial Proposal.
3. 5 The contractor will inform the Bank’s Representative of requests for leave from their team; the contractor will plan all holiday requests, whilst ensuring that only one operative from any trade / shift is on leave at any one time, this is also to include the SM and ASM are not on leave at the same time. The contractor will ensure that the provision of the service is not adversely affected or interrupted whenever leave is taken and that adequate alternative cover is provided for the entire period whenever leave is taken , the guidelines are set out below;
• Site Manager and the Assistant Site Manager must not take leave at the same time
• The Handymen must not take leave at the same time.
• The Porters must not take leave at the same time.
• The Engineering technicians within their own shift / day team, must not take leave at the same time. The Day technicians will provide cover for the shift team during periods of Annual Leave or Sickness at no additional cost to the Bank.
3.7 Holiday and Sickness cover is required for the Administrator only, and this position will be maintained during these absences.
3.8 In the event that a member of the contractors team is absence from site for a period longer than 10 working days then a replacement is to be temporarily sort.
4.0 Emergency Call out
4.1 Emergency callouts outside of normal working hours shall be responded to 365 days per year and shall be attended by a ‘Site-based’ member of the contractors’ staff who are fully conversant with the Bank’s procedures, the installation, plant and equipment, and understand the requirements for isolations, making safe, and associated risk assessments,
4.2 Staff attendance at One Exchange Square for emergency callouts will be within a maximum of 2 hours from the time a call is sent by the Bank’s Representative.
4.3. The Bank provides four number air call pagers, which receive priority 1 BMS alarms. The Building Management System has a “dial in” facility to assist with “out of hours” alarm management
4.4 In the event that an emergency situation has arisen and work is necessary to remedy the situation, such work shall be carried out immediately to:
• prevent danger or health and safety risks (including where the plant needs to be made safe urgently)
• avoid excessive business disruption
• work is within the contractor’s responsibility for maintenance and repair.
4.5 Where there are costs associated with the emergency remedial work, the contractor will contact the Bank’s Representative who shall give the necessary direction to carry out the works as required. If a call-out is received by the contractor and no immediate emergency condition is involved, then the reinstatement shall be in accordance with the relevant priority for such work and the agreed response times detailed in paragraph 30 (Helpdesk response times).
4.6 Within 4-weeks of the contract commencement date the contractor will provide written emergency procedures for the operation of critical plant at Bank (The items of plant deemed critical will be identified at the onset of the contract), the contractor shall also provide their internal escalation procedure for engineering incidents.
5.0 Requirements of Contractor’s staff
5.1 The Bank expects a high level of competency and technical ability from the contractor’s staff.
5.2 All engineering technicians’ providing the Services to the Bank shall be trained to craftsmen standard by apprenticeship or approved industry training scheme for the tasks they are to perform. Specific criteria pertaining to identified staff are to found within Annex C.
5.3 The contractor’s personnel are to conduct themselves in a manner that is consistent with the Bank’s operation and the standards of courtesy, conduct and behaviour that are appropriate in an International Financial Institution. To this end, it is expected that all staff will be well presented, courteous, informative and responsible in their manner and dealings with Bank’s staff, sub-tenants and visitors to the buildings, and other contractors in the building.
5.4 The contractor’s personnel must be neat and tidy in their attire while providing the services under the contract and be dressed in a manner appropriate to the nature of the service being provided. The contractor’s personnel are expected to wear smart uniforms with clear company identification whilst on site. Boiler suits shall be worn in “back of house” areas only (exceptions to this arrangement for special circumstances will require the agreement of the Bank’s Representative).
5.5 The contractor shall ensure that all tradesmen are supplied with sufficient tools and test equipment to carry out their duties to ensure that the maintenance and Helpdesk reactive work meets the contract requirements.
5.6 The contractor will ensure that all personnel are familiar with the Bank’s procedures regarding health and safety, emergency evacuation instructions and fire precautions.
5.7 The contractor will ensure that all personnel operate within the constraints of the Working Time Regulations 1998 including the amendment 2003.
5.8 Provisions for the parking of motor vehicles are not included in the contract. Parking is only permitted with the prior approval of the Bank’s Representative.
6.0 Management of the Bank’s Engineering Requirements
6.1 The operation and maintenance services provided under the contract include the following activities:
• All plant operation; Planned Preventative Maintenance (PPM)
• System testing
• Emergency call-outs
• Carry out minor repairs and alterations to ensure reliable plant operation
• Provide attendance during competent persons examinations (statutory inspections) including the preparation of systems for such inspection
• Condition surveys and the preparation of forward maintenance plans and their annual update
• Portable appliance testing
• High Voltage switching and competent person’s duties
• Release of persons trapped in lifts, within prescribed limits
• Spot replacement of lamps on failure
6.2 The contractor will be required to be ‘SafeContractor’ accredited, this also includes all subcontractors covered under this agreement.
6.3 The contractor shall manage the total work requirements associated with the operation, maintenance, repairs, ensuring diligent, due and proper execution of the services listed in this work scope to ensure that the required performance, quality and timely completion of works are achieved.
6.4 Included in this requirement is the site management duties which include the development of the plant operation and planned maintenance procedures, trouble shooting, plant condition assessments, planning and scheduling of work requirements, management of health and safety in relation to the work performed in designated areas, risk management, cost management, record keeping, and quality control.
6.5 The contractor will carry out all reactive works, including carpentry and general “handyman” type repairs and supply labour to carry out porterage duties throughout the building.
Porter’s duties shall include but not be limited to;
• Collection and distribution of boxes to Records and Archive Management
• Assisting staff including mail room with the distribution of heavy or bulky objects
• Assisting with the setting up of meeting rooms
• Assisting with the setting up of an area (Coffee Bar or Restaurant) for a special function
• Assisting with the setting up of flags for VIP visits
• Assisting with the setting up of special function, e.g. art exhibitions and cultural exhibitions
• Assisting the Handymen and Engineering Team with ad-hoc duties
• Assisting with the distribution and collection of crates
• Assisting with the relocation and setting up of furniture
• Assisting with the relocation of floor grommets and redistribution of cabling (data, voice and power cabling flying leads only)
6.6 The contractor is expected to comply with the requirements of the Health & Safety at Work Act 1974 and the subordinate Health and Safety legislation which may apply to the contract. This includes but is not limited to, the introduction and application of all necessary procedures, method statements and risk assessments, health and safety training. The contractor shall ensure that all Risk Assessments and Method Statements are available for all contract related works (inclusive of sub-contractor works) prior to the commencement of the contract.
6.7 The contractor shall take full responsibility for the safety of all plant and installations under this contract.
6.8 The contractor will be directly responsible for all Mechanical, Electrical and Public Health systems with the exception of the following:
• Passenger / Goods / Fireman’s lifts
• Escalators
• Window cleaning access equipment
• Latchways, Inverted Helm Track and Eye Bolts
• Dedicated building services file server (“command centre”)
For these systems the Bank has entered into direct contract with the specialist manufactures and the Bank shall ensure that the equipment is maintained to the highest standards. The contractor’s direct responsibility ends with the final isolating device, however, the contractor may be required to provide a “first line fault finding” to ensure the minimum disruption to the Bank’s operation.
6.9 The contractor shall schedule and arrange all work so as to cause least interference with the Bank’s operation or any tenants operation or business. In those cases where some interference may be essentially unavoidable, the contractor shall make every effort to minimise the impact of the interference, inconvenience, equipment downtime, interrupted services and staff discomfort.
6.10 The contractor shall produce full details of the proposed planned maintenance system and how the respective tasks and frequencies are derived to match the Bank’s requirements, and shall be demonstrated within sixteen weeks of the start of the contract. Until this period has elapsed the contractor shall continue with the preventative maintenance system that is currently operational and within the CAFM system.
6.11 The regimes for the operation of plant and planned preventive maintenance shall include adequate attendance to ensure the plant, monitoring, measuring and recording plant conditions, operational data and other trends of plant behaviour (e.g. frequency of breakdowns), that will provide necessary data for functions such as establishing the condition of plant at any particular time, audits and planned preventative maintenance reviews. Such records shall include all work activities, detail any defects and failures found and include any remedial action taken.
6.12 Every month from the date of signature of the contract, the contractor shall produce a planned preventative maintenance system report advising the Bank of its progress under the programme, plant condition, operational data (PPM/ Reactive work/ Holiday/ Sickness), recorded trends, etc. Proposed example reports to be submitted for approval on format to be utilised for reporting.
6.13 The contractor is responsible for the general housekeeping of all plant areas; this includes painting of floors and plinths with a suitable covering to maintain the high standard of maintenance within the Premises.
6.14 The contractor when requested will undertake the utility meter readings on behalf of the Bank. This information will be presented in a format which has been provided by the Bank.
6.15 The contractor is responsible for the training of personnel. Training subjects to include induction, safety, technical plant operation, communications, emergency procedures including electrical switching procedures and personal development. A status of the training program for the team should be included within the monthly report.
6.16 The contractor is responsible for testing the Fire Alarm and PA system. The weekly test is carried out on a Saturday morning. The Fire Alarm / PA system will be tested to ensure correct functionality and that the subsequent Cause and Effects on the system are operating correctly. Any defects identified are to be repaired as priority and reported to the Banks Representative.
An audit on which the contractor’s performance is assessed will take notice of the review procedures and include the suitability and timeliness of the planned maintenance system.
7.0 Subcontractor Management
7.1 The Bank requires the contractor to procure the services of specialist subcontractors for the use of servicing and maintenance of the services detailed below. The Bank has nominated subcontractors which have been identified. All proposed subcontractors are to be agreed by the Bank, and can be terminated at the discretion of the Bank if required.
7.2 The contractor shall ensure that all sub-contracts are set up during the mobilisation period and ensure that all sub-contracts have an effective contract start date from July 1st 2014.
|Service Provider |Type of Service |Visits to Site |Call out |Contact |
| | | |response | |
|Honeywell* |Fire/voice alarm Maintenance|Saturday |4 hr |Scott Fidget |
| | | | |scott.fidgett@ |
| | | | |01344 656576 |
|Direct Drains* |Main Drainage Maintenance |Weekend |2 hr |Dennis O H'ara |
| | | | |directdrains@ |
| |Kitchen Drainage | | | |
|Dale Power* |Generator Maintenance |Midweek (Minor) / |4 hr |Kevin hill |
| | |Saturdays (Major) | |Phone: +44 2032 173041 |
| | | | |Kevin.Hill@ |
|York* |Chiller Maintenance |Midweek (Minor) / |4 hr |Johnson controls |
| | |Saturdays (Major) | | |
| | | | |philip.gregson@ |
| | | | |john.simpson@ |
|Socomec* |UPS Maintenance |Saturday |4 hr |Anita Jell |
| | | | |Internal Service Sales |
| | | | |tel. 01285 863326 |
| | | | |fax. 01285 862304 |
| | | | |e-mail: anita.jell@ |
|Un nominated |Scissor Lift Maintenance |Midweek/ PM |8 hr |Un nominated |
|Emerson* |ASCO Switch Maintenance |Saturday |8 hr |John Magoulianitis |
| | | | |Tel: 02086949650 |
| | | | |Emerson Network Power Ltd |
| | | | |Unit 2 |
| | | | |2 Potters Place |
| | | | |West Pimbo |
| | | | |Skelmersdale |
| | | | |WN8 9PY |
|Un nominated |Compressor Maintenance |Midweek |8 hr |Un nominated |
|Un nominated |High Voltage |Saturday |4 hr |Un nominated |
| |Equip/Maintenance | | | |
|Un nominated |Thermo graphic survey |Midweek |N/A |Un nominated |
|Un nominated |Burner Maintenance |Midweek |8 hr |Un nominated |
|Un nominated |Lightning Protection |Mid-Week |N/A |Un nominated |
|Un nominated |Power Factor Correction |Mid-Week |N/A |Un nominated |
| |Maintenance | | | |
|Un nominated |Kitchen Duct Clean |Weekend (Minor) |N/A |Un nominated |
| |Maintenance | | | |
| | |Major - Kitchen closed | | |
| | |for 1-week in August | | |
|Un nominated |Sprinkler Maintenance / Dry |Saturday |4 hr |Un nominated |
| |riser testing | | | |
|Simmtronic* |Lighting Control Maintenance|Saturday | 8 hr |Julie.mountain@ |
| | | | |01922 450126 |
|Trend* |BMS Maintenance |Midweek |8 hr |Mark Anderson – Tel: 01403226931 |
| | | | |Mob: 07972638698 |
| | | | |Trends Control Systems Ltd |
| | | | |Albery House |
| | | | |Springfield Road |
| | | | |Horsham |
| | | | |West Sussex |
| | | | |RH12 2PO |
|Un nominated |Fire Extinguisher |Midweek |N/A |Un nominated |
| |Maintenance | | | |
|Un nominated |Gas Detection Maintenance |Midweek |24 hr |Un nominated |
|Un nominated |Compactor Maintenance |Midweek |24 hr |Un nominated |
|Un nominated |Fixed Wire Testing |Saturday |N/A |Un nominated |
|Un nominated |Vesda Maintenance |Saturday |24 hr |Un nominated |
|Kone* |Roller / Fire Shutters |Saturday |24 hr |KONE |
| | | | |34 Bedford Road |
| | | | |London SW4 7HJ |
| | | | |Tel: 0844 576 8255 |
| | | | |mail Sarah.Bangs@ |
|Clearwater* |Water Treatment |Midweek | |James Greenwood |
| | | | |01276 21155 |
| | | | |james.greenwood@clearwater. |
(*Nominated contractor)
7.3 The contractor will ensure that the correct documentation is in place to allow the Specialist Subcontractors to commence their maintenance/ call out visits from the 1st July 2014.
7.4 The contractor will undertake the PPM for the Bank to the minimum as prescribed in the Annex D.
7.5 All permits will be entered by the contractor and works must be planned to fall into the correct servicing days. All specialist subcontractors will be escorted by an appropriate member of the contractor’s team during their attendance on site.
7.6 The contractor may be requested to supervise contractors that are working directly for the Bank during normal working hours; this will be carried out at no additional cost to the contract unless agreed.
8.0 Computerised Maintenance System
8.1 A FSI Concept maintenance system is utilised by the Bank, the contractor must be competent in operating the system to produce PPM’s, Reactive Task and Reports when requested. The Concept system utilises Crystal reporting and the operator must also be conversant in this system.
8.2 The contractor will be expected to keep the Concept Asset database up to date and ready for review by the Bank at any time, any change to Assets by the contractor will need to be completed with prior authorisation from the Bank.
9.0 Plant Operation
9.1 The contractor is responsible for ensuring the correct operation of the plant during the prescribed times to suit the Bank’s business requirements. Safe and efficient operation of the plant and the safety and cleanliness of its immediate environment are fundamental performance requirements of the contract and must be given high priority at all times.
The contractor’s working practices will be closely monitored as a part of the performance monitoring regime (as per Annex E – Audit Document).
9.2 The contractor shall maintain an energy monitoring programme to ensure that all energy costs are controlled,
9.3 The contractor shall manage and maintain all plant and equipment so as to achieve maximum energy efficiency. The operation and planned preventative maintenance shall include monitoring (data collection and recording) and adjusting plant and equipment to improve energy performance.
9.4 The operation of plant performance shall be periodically reviewed as more experience on the plant and its behaviour is understood.
9.5 A proactive method of working should be promoted to provide solutions for consideration in reducing energy; these should be documented within the monthly report for the Banks perusal and acceptance.
9.6 The contractor shall be responsible for investigating all defects and failures, diagnosing their cause and establishing the requirements for repair and improvements. This action may include but will not be limited to the provision of all technical expertise, provision and use of any diagnostic equipment, carrying out any testing requirements to determine the root cause of any failure.
9.7 All replacement parts and materials shall be new, fit for purpose and of suitable technical standard and quality consistent with the original installation and fully accord with the manufacturer’s specification. In the event of an electric motor requiring replacement, the replacement must follow the requirements of the 2009 EU directive stating that motors with a rated output of 0.75kW to 375 kW must meet either the IE3 efficiency level, or to the IE2 level and be equipped with a variable speed drive, a quotation should be submitted to provide this improvement and a decision will be made whether to progress with option.
10.0 Additional Works
10.1 In addition to carrying out all pre-planned work and maintenance activities, the Contractor shall be required to carry out minor works as required by the Bank. Where the costs of the works are not covered by the contract and the Bank will incur additional costs, the Contractor must provide a quotation detailing hourly rates (as per 10.2) and bill of quantities and subcontractor costs. The Bank will then provide formal instruction to the contractor prior to commencing the work. If an out of an hours or emergency situation arises then a verbal instruction from the Bank may be issued to the contractor to proceed with the works.
10.2 A schedule of labour rates will be provided in the financial offer which will be used to determine the associated costs of any minor works.
10.3 Where additional works can be accommodated by the site team during normal working hours the Contractor will not be permitted to charge a variation for the hours worked.
10.4 The nature of the Bank’s business means that there is a requirement to accommodate frequent Moves and Changes. At times these may be announced at very short notice. The contractor will be required to move furniture, re-arrange under-floor cabling to accommodate desk changes. There will also be times when partition changes are undertaken by an external contractor, when required the contractor shall assist and re-arrange lighting and associated controls, air conditioning, controls and diffuser layout to suit the new office arrangement. The majority of this work will be undertaken during the “out of hours” periods and be subject to an additional cost.
11.0 Purchase of Low Value Consumables and Essential Component Management
11.1 This shall be deemed to include but not be limited to all materials;
spare parts, fittings, lamps, relays, switches, sockets, fuses, miniature circuit breakers, cabling, belts, bearings, mechanical seals, humidifier spares, taps, sanitary fittings, locks, keys, hinges, chemicals, lubricants, grease, oil, cleaning agents and other sundry materials.
11.2 The contract shall operate using open book accounting principles to determine the following:
• Monitor actual costs incurred;
• Substantiate claims for additional payment;
• Agree changes to the contract to reflect any variations or deletions from the contract;
• Assess final costs with regard to minor works;
• To demonstrate the value for money and continuous improvement process;
11.3 The contractor must be able to demonstrate that items purchased on behalf of the Bank are obtained at the best possible prices. The Bank will periodically request 3 quotations for comparison purposes.
11.4 There will be a requirement throughout the contract period for the contractor to purchase materials on behalf of the Bank (e.g. when carrying out an Additional Works Instruction). These components/ materials will be in line with the proposed percentage mark-up detailed in the financial offer.
11.5 Within 4 weeks of the commencement of the contract start date, the contractor shall provide a schedule of critical spares, which are not easily available within 24 hours and are required to be kept on the premises for use in the maintenance of the plant and systems. These shall be reviewed with the Bank’s Representative and a list agreed for use within the building.
The contractor will be required to keep and inventory of building services spares kept by the Bank which are for the use of the contractor, the contractor will ensure that the inventory is available for Audit by the Bank and that the first inventory is carried out within 4 months of contract commencement.
11.6 The contractor shall verify (within 12 weeks of the commencement of the Contract) that all plant and equipment installed at the Site is covered under the Work scope and included within the Asset register. Failure to verify this shall not relieve the Contractor from its obligations under the Contract.
11.7 All components purchased on behalf of the Bank shall remain the property of the Bank.
11.8 During the first year of the contract, the contractor will undertake a planned bulk relamp of the floors as shown below.
Proponents shall include within the Financial Proposal of the tender a sum to cover the replacement of lamps in the office areas within year 1, which must be completed outside of normal working hours.
|Floors |
|12 |
|11 |
|10 |
|7 |
|6 |
|5 |
|4 |
11.9 The programme shall include the offices in 175 Bishopsgate only and not include the extension offices in 155 Bishopsgate.
All other lamping shall form part of the duties and be replaced on an adhoc basis and funded via the semi comprehensive element.
12.0 Semi Comprehensive Element
12.1 Proponents shall include a sum in the financial section of the tender documentation to cover the replacement of low value parts, consumables and repairs.
With exception for the specialist subcontractor services where the contractor has been nominated by the Bank, in this instance any repair should be submitted to the Bank as a separate quotation on a cost plus basis.
12.2 For each and every repair, the contractor shall supply materials or parts or arrange for a specialist supplier to make a repair up to the value of £1000.
12.3 The semi comprehensive element will also cover any emergency or unplanned call outs for a specialist contractor that is covered under this contract.
12.4 In the event that the sum required to effect any single repair exceeds £1000, the Bank shall pay the excess sum above £1000.
12.5 The Bank shall rely upon Proponents using their experience, expertise and buying power to judge the value of expenditure associated with the cost of consumables, replacement parts and minor repairs. (Our current estimation on consumable spend per month is £5,000)
12.6 When purchasing replacement parts the contractor shall ensure that the Bank receives parts that are good quality and in general receives “good value”.
12.7 In the event that any required parts have become obsolete, the contractor shall supply parts of the same or similar quality as the original parts to complete the repair.
12.8 If the existing part for replacement is obsolete and the replacement component more expensive then the Bank will contribute the difference between the cost of a direct replacement and the upgrade part. This must require prior authorisation from the Bank prior to procuring the part.
13.0 Electrical Installation
13.1 The contractor will carry out routine checks, inspections and tests as necessary to ensure compliance with the Electricity at Work Regulations 1989.
13.2 The contractor will operate a system of inspection and testing to determine whether there has been any deterioration in the electrical installation and whether changes are necessary to bring the installation into line with current standards. All inspection and testing shall meet the requirements of 17th Edition (BS 7671:2008 incorporating amendment no 1:2011), Chapter 62 and Chapter 63.
13.3 Insulation resistance testing, Earth fault loop impedance testing and functional testing, shall be carried out as required in accordance with 17th Edition (BS 7671:2008 (2011) incorporating amendment no 1:2011) The Contractor shall be responsible for undertaking the Electrical Installation Condition Report in compliance with BS7671.
13.4 Where it is not practicable to carry out a Condition Survey and Report for the whole electrical installation, 20% of the circuits shall be surveyed and tested each year at random to determine any levels of deterioration, defects or dangerous conditions. The Contractor will be responsible for providing and managing all tests and documentation and certification.
13.5 Functional testing shall be carried out wherever possible this shall include but not be limited to the following:
• The operation of all isolation and switching devices.
• All interlocking mechanisms verified as operational.
• Operation of all RCD’s to be verified by the simulation of a fault or by a test instrument, this will be in addition to the operation of the test switch.
• All manually operated circuit-breakers to be switched to verify the device open, device closed.
• All circuit breakers with injection testing facilities are to be injection tested to confirm settings and operation.
13.6 Inspections shall look for, but not be limited to the following,
• Breakages.
• Signs of wear.
• Deterioration.
• Signs of overheating.
• Missing parts, including screws, bolts, covers, lids, etc.
• Equipment accessibility, e.g. ensure items do not obstruct the switchgear/panels.
• Doors and enclosures are secure.
• Labels and signage is correct.
Description of Electrical Services
13.7 Power is supplied via two 11kV supplies. Tie breakers are fitted between the11kV switches, operation is via Castel key arrangement.
13.8 There are four transformers these supply two Durham Switchgear LV panels, which are installed in a double ended panel arrangement (complete with bus-coupler). This equipment is installed in a combined HV-LV switch room. The Contractor will operate a strict permit system to control access to this area.
13.9 15 number automatic changeover switches (ASCO) monitor supplies to the Life Safety plant and key essential equipment, these shall be maintained by an approved manufactures agent, the maximum period between service intervals shall not exceed three years.
13.10 Four Dale 415 Volt generators provide standby capacity. (50%)
The 415 Volt supply is distributed throughout the building via a series of “Square D” bus-bars.
13.11 The contractor will be responsible for carrying out HV&LV maintenance to all switch-gear, circuit breakers, transformers, bus-bars, etc. (This shall include the generator parallel switches and distribution panel, DP Gen).
13.12 The maximum frequency between maintenance and testing periods for the main HV - LV equipment shall not exceed the below schedule which will commence in Easter 2015
|MAINTENANCE ON HV & LV DISTRIBUTION |
| |Yr1 |Yr2 |Yr3 |Yr4 |Yr5 | |
|DP GEN / GEN SWITCH BOARD |x | |x | |x | |
| | |
13.13 The electrical supplies and distribution cabling, bus-bars and switchgear panels throughout the building shall be maintained at intervals specified in the Operation & Maintenance manuals or as indicated by the PPM system, the maximum period between inspections shall not exceed 12 monthly intervals.
13.14 The contractor shall be responsible for supplying all calibrated test equipment whilst ensuring that the equipment calibration is carried out by UKAS accredited agents.
13.15 The contractor shall be responsible for producing all documentation and record keeping associated with any testing. The Bank will carry out impromptu inspections of testing records, PPM documentation and test equipment calibration certification as part of the service monitoring arrangements detailed in this document.
13.16 The contractor shall ensure that Risk Assessments are carried out for all duties; special consideration shall be given to ensure the safe operation of any electrical testing, electrical maintenance or repair work. These shall be submitted to the Bank’s Representative for review and approval prior to work being undertaken.
14.0 IT Room electrical supplies
14.1 IT rooms throughout the building are equipped with PDU’s (Power distribution units), these feed under-floor Commando socket outlets. IT engineers plug into the Commando sockets to power the IT equipment racks. Inspection and testing for the IT rooms shall be arranged through the Bank’s Representative. Inspections shall be carried out at 3-monthly intervals. The maximum frequency between test and inspection periods shall not exceed 3 years.
15.0 Portable Appliance Testing (PAT) and documentation of results
15.1 The contractor shall be responsible for carrying out all PAT (Portable Appliance Testing) this shall include all equipment such as, kettles, microwave cookers, toasters, hand tools, electric heaters, task lighting, desktop fans, table lamps, extension leads and computer IEC leads, etc. Computer equipment power supply (IEC type) leads shall be tested on test benches and changed in bulk as required.
16.0 Lightning Protection System
16.1 The Lightning Protection System shall be inspected and tested annually in accordance with BS EN 62305
17.0 Building Management and Control Systems
17.1 A comprehensive Trend 963 building management system (BMS) controls all plant and equipment within the building.
17.2 The contractor shall ensure that all mechanical and electrical site personnel are familiar and competent with the operation of the building management system and trained to the minimum level of Trend operator. The contractor will be responsible for any related training costs to fulfil this requirement.
17.3 The contractor will provide at least one full time controls engineer who is familiar and experienced in all aspects of fault finding, programming, configuring, LAN communications, commissioning, etc. on Trend 963 building management systems. This role will be reviewed annually to determine suitability for the Banks requirements.
17.4 The hours of attendance for the controls engineer will be 08:00-17:00 hours Monday – Friday inclusive, unless otherwise agreed with the Bank’s Representative. Weekend working will be as required. Emergency call out facility must be available from the specialist contractor, and the engineer must be fully conversant in the Bank’s systems.
17.5 Priority 1 BMS alarms are transmitted to the four air call pagers as detailed in sub-paragraph 4.3. Four pagers will be provided by the Bank with the intention that senior members of the maintenance team carry pagers at all times and respond to alarms. In addition, Security Control has a BMS printer (Pager) and will when necessary telephone the on-call maintenance engineer to report an alarm condition (this alarm may be unrelated to the BMS e.g. water leak).
17.6 The contractor is responsible for ensuring that all alarms are acknowledged and recorded, the nature of the situation assessed and where necessary attendance to site made to implement corrective measures; to ensure that the plant and equipment functions correctly and that there is no disruption to the Bank’s operation.
17.7 The BMS has a dial-in facility for investigating alarms that are generated outside of normal working hours. It will be the responsibility of the Contractor to provide on call personnel with laptop computers that are suitable for this purpose. The Contractor will be responsible for the costs associated with installing any software onto the laptop computers and any Licenses or training that may be required to dial into the building management system. The Contractor will also provide a laptop computer for use onsite.
17.8 Where the nature of any plant malfunction could affect the Banks business operation, the Bank’s Representative shall be informed immediately.
17.9 The contractor will provide a full report to the Bank’s Representative by 10 am on the next working day following any out of hour’s attendance or as dictated by the nature of occurrence.
17.10 The Bank considers the level of expertise required in the field of control system engineering and building energy management to be paramount to the smooth operation of the building services.
17.11 Should the maintenance of the building management system be sub-contracted, it shall be the responsibility of the Contractor to ensure their relationship is such that the duties performed in the servicing and maintenance of the plant (including the building management system) and all call outs; appears seamless to the Bank. The Bank reserves the right to review the service agreement between any third party contracts
17.12 The contractor will be responsible for the maintenance inspection and periodic testing of all motor control centres and control panels.
17.13 The contractor will be responsible for ensuring the correct signals to the BMS from the major plant related items; e.g. differential pressure switches, flow switches, relays, limit switches, high & low level alarm switches, temperature sensors, pressure transducers, contactor trip switches, etc. These items shall be maintained as part of this contract and the Contractor shall ensure that the settings and calibration of the instrumentation are correct and that their signals are tested to the BMS on an annual basis (minimum).
17.14 Calibration checks and point checking should be carried out in conjunction with the BMS Contractor where applicable to ensure the whole control loop including any change over logic, etc. is tuned and calibrated.
17.15 The Bank’s Representative will carry out 3-monthly random inspections to check the calibration of control sensors and instrumentation. The measurement of the Contractor’s performance under this contract will include compliance with the above requirements.
(Note: All air conditioning terminal boxes are addressable. The controls fitted to these boxes shall be serviced maintained and calibrated as required on a condition based maintenance programme only. The contractor will keep records of these maintenance inspections.)
17.16 In the event of a failure to any BMS controlled item of plant, or alarm reported by the BMS monitor or printer or transmitted by pager, the contractor shall take immediate steps to carry out repairs in order to minimize the disruption to the Bank’s operation.
17.17 Should it become necessary to operate plant in “hand control”; the contractor shall ensure all health and safety standards are adhered to and as a consequence of operating the plant in “hand Control” there is no detrimental effect to the plant operation. The Bank’s Representative shall be notified as soon as it becomes necessary to operate any item of plant in “hand control”.
17.18 All fault conditions are to be logged in a BMS Log book; this should be kept adjacent to the main BMS terminal in the Maintenance office.
17.19 Should at any time a mobile BMS engineers attend site, the contractor will ensure that a service report sheet detailing the works that have been carried out is left in the BMS Log book. A copy of the Service Report sheet shall also be sent to the Bank’s Representative.
17.20 All out of hours alarms will be recorded in the BMS Log Book this shall include details of any remedial action taken.
17.21 Normal BMS printouts shall be kept for a minimum of one month, any printout relating to a system outage or contentious issues shall be kept for a minimum of three months when they shall be reviewed with the Bank’s Representative prior to disposal.
17.22 The BMS has a connection to a dedicated building services file server (“command centre”). This file server enables Bank staff to adjust their local room temperature via a telephone link. The contractor will be responsible for ensuring that the connection to the file server is intact and operational.
17.23 The command-centre transmits pager test alarms daily. The contractor shall be responsible for ensuring the integrity of this system and notify the specialist “command centre” engineer should the system fail.
18.0 Lighting Control
18.1 The lighting throughout the building is controlled by a comprehensive Simmtronic Automated Lighting System.
18.2 The contractor will operate and maintain this lighting system. The contractor will ensure that all electrical technicians have suitable knowledge to operate, maintain and carry out fault finding on the Simmtronic system and associated lighting equipment.
18.3 The contractor will ensure that the emergency lighting is inspected, maintained and tested in accordance with the Fire Precautions Act 1971, Workplace (Health, Safety and Welfare) Regulations 1992 and BS5266-1 2011 Emergency Lighting.
The emergency light system is automated and as such does not require a monthly physical check to confirm functionality. Defects highlighted from the automated system check must be repaired within an appropriate time frame.
19.0 Pneumatic Control System
19.1 Plant and equipment that forms part of the buildings life safety system are powered via a pneumatic control system.
19.2 It will be the responsibility of the contractor to ensure that the pneumatic system is inspected, operated and maintained in accordance with the requirements of the Operation & Maintenance Manuals – manufacturer’s/supplier’s instructions and that the maintenance meets the requirements to comply with the Fire Precautions Act 1971. Compliance with BS5839 Part 1. Compliance with the Requirements of the Pressure System and Transportable Gas Containers Regulations 1989.
19.3 All Safety valves and PRV’s (pressure reducing valves) shall be calibrated as required to satisfy the requirements of the Insurers Written Scheme of Examination.
20.0 Air Conditioning Equipment
20.1 Environmental conditions within the building are maintained by on floor variable air volume (VAV) air handling units, each air handling unit is fitted with a humidifier.
21.2 Air conditioning operates around an occupancy period of 06:00 – 20:00 Monday – Friday inclusive. Air conditioning start times are adjusted to allow for seasonal variations in ambient temperatures. On occasions the plant operates outside of these hours to facilitate a special event.
22.3 Conditioned air is supplied through distribution ductwork to Trox fan powered mixing boxes All air conditioning terminal units are fitted with electric heaters, control is via Trend controllers; communication to each terminal unit is via the Trend supervisor terminal.
22.4 There are additional Trox VAV boxes (non-fan powered) distributed around the building; these are connected to a dedicated fresh air plant. This equipment supplies supplementary outdoor air to areas of high occupancy e.g. meeting rooms.
22.5 There are several additional dedicated air conditioning systems throughout the building these are detailed under the O&M Manuals.
23.0 Filters
23.1 The contractor will be responsible for ensuring the filters are maintained in good condition and are effective at reducing dust particles in the AHU. The main filters will be changed as a minimum each year, these filters will be purchased by the contractor ready for replacement during the following April.
23.2 Pre-filters shall be replaced as required in order to protect the main filters.
24.0 Chilled Water Systems
24.1 Three York centrifugal chillers provide chilled water utilizing refrigerant R134A. The chiller room is fitted with an MSA refrigerant leak detection system and a low level extraction system. Breathing apparatus is not used in the building.
24.2 Chilled water is produced 24 hours a day, 7 days a week and supplies various IT room cooling units located around the building.
24.3 Heat rejection is via four roof mounted Marley induced draught cooling towers.
25.0 Gas Fired Boilers
25.1 Two Kayanson gas fired boilers fitted with Nu-way automatic burners supply low pressure hot water to the building systems.
25.2 These shall be maintained in accordance with the Clean Air Act and the HSE guidance note PM5.
25.3 All Safety valves throughout the building shall be calibrated as required to satisfy the requirements of the Insurers Written Scheme of Examination.
26.0 Water Services
26.1 The Bank has nominated Clearwater to manage the water systems. Contact the below representative for the relevant information;
James Greenwood
01276 21155
james.greenwood@clearwater.
26.2 The Bank use an independent specialist consultants to carry out Risk Assessments, Audits and Bacteriological sampling. Any necessary action points resulting from these audits will be forwarded to the M&E contractor who shall prepare an action plan to resolve the issues identified or where the action is considered outside of the contract, provide a separate quotation to remedy the issue.
26.3 Hot water storage vessels shall be maintained in accordance with the manufacturer’s recommendations and the HSE Approved Code of Practice L8 (The Prevention of Control of Legionellosis including Legionnaires Disease).
26.4 Maintenance and repairs of the cold water distribution and storage system shall comply with the HSE Approved code of Practice L8; Offices, Shops and Railway Premises Act and the Health and Safety at Work Act 1974. The Contractor will also ensure that the systems continue to comply with the Water Bylaws.
26.5 Shower heads shall be maintained and cleaned in accordance with the HSE Approved Code of Practice L8.
27.0 Kitchen
27.1 The kitchen areas shall be checked daily to ensure correct operation of services; this will include the operation of the kitchen hood, dishwasher, water softener, etc. Where equipment is found to be faulty the contractor will act as a first line of defence and try to restore the services as quickly as possible.
27.2 The grill bar and kitchen extract hood will be checked daily to ensure the correct operation of the grease wash down system, the maintenance of the grease wash system will be included in the M&E maintenance contract. Contractors should allow for a servicing of this unit which includes removal of the spray nozzles and a thorough clean down of the drain pans.
As a minimum the kitchen drainage system shall be cleaned three times a year by the specialist contractor; on each visit the contractor shall jet wash the entire kitchen drainage system and remove all grease residues and debris.
27.3 The horizontal sections of the kitchen and grill bar exhaust ducts shall be cleaned twice annually. The vertical sections shall be cleaned once per annum.
27.4 Electrical appliances will be checked and visually inspected weekly to ensure they are safe for operation. Bonding will be inspected weekly for signs of mechanical damage.
28.0 Building Drainage
28.1 The contractor shall be responsible for ensuring that all drainage systems are kept free running and free from blockages at all times.
28.2 The contractor shall use the specialist Direct Drains for cleaning all drainage systems.
28.3 All interceptor pits shall be cleaned annually.
28.4 North and South Stack Drainage Systems; as a minimum the contractor shall clean the entire North and South drainage systems annually through to the main sewer connection within the building, this will include all main drainage (Horizontal and Vertical 4” pipework and greater)
28.5 During the cleaning process the soil pipes shall be opened at convenient junctions so that any debris can be removed from the system.
28.6 All urinal drainage, toilet pans and branch pipes shall be jet washed annually to ensure the drains are kept free running utilising the Contractors M&E team.
28.7 Roof Areas, the contractor shall ensure that all roof drain gullies and gulley baskets are kept free from debris, stones, etc. at all times.
28.8 As a minimum the contractor shall arrange for the handymen to survey the roof areas each quarter and ensure all drains are free from debris.
28.9 The handymen shall also remove any general debris and obvious weeds from the roof areas.
29.0 Daily Plant checks
29.1 At the commencement of each early shift, plant checks shall be carried out to determine the correct operation of each building system, these checks shall be carried out by checking the BMS.
29.2 Engineers shall daily walk through and inspect all plant rooms to identify and log any obvious problems with equipment, e.g. air conditioning systems, water treatment dosing, cooling towers, chiller operation, boiler operation. All plant rooms and areas of high risk are to be visited and the plant visually checked throughout each day. This task shall be treated as high priority. The visual check is to confirm that plant/services are operating correctly.
30.0 Helpdesk response Times
30.1 Between the hours of 08:30 and 17:00 the Bank’s Administration Department runs a Helpdesk, where any issues connected with the smooth operation of the Building are communicated to the Helpdesk Operator.
30.2 Job requests for assistance may be via Concept (FSI CAFM software system) or generated by the Helpdesk, these will be communicated to the contractor by Helpdesk Task or telephone as appropriate, the contractor will be required to resolve them in accordance with the following service levels:
|Priority Classification |Condition |Response time by the Contractor |
|Emergency |Failures which constitute a health |Investigate and make safe within 20 minutes of |
| |hazard; seriously affect occupation; |notification. Restore or provide temporary alternative |
| |places the Bank’s operational |facilities within a further 60 minutes. (If not possible|
| |effectiveness at risk or endangers |give a verbal or direct line report within 20 minutes of |
| |security. |remedial actions and estimate of time to restore) |
|Urgent |Facilities that affect amenities but do |Investigate and make safe within 60 minutes of |
| |not seriously affect occupation or the |notification. If possible restore within a further 90 |
| |Bank’s operational effectiveness. |minutes or issue a report. |
|Priority |All other conditions |Investigate within two hours, repair within 36 hours. |
|Normal |All other conditions |Investigate within four hours, repair within three days. |
Note: Priority classification will be determined by the Bank, via the Helpdesk. The Contractor will keep Helpdesk informed at all times of work in progress.
31.0 Quality Checks and Audits by the Contractor’s Management Team
31.1 Every three months from the date of signature of the contract, the contractor will assign a member of its headquarters management team to undertake a Quality audit check with the Bank’s Representative in order to assess the effectiveness of the Contractor in performing the Work scope. Details of the areas to be measured are attached at Annex E
32.0 Facilities to be made available to the Contractor
32.1 The Bank shall provide the contractor with an office and workshop facilities. The Bank will provide internal telephones and outside lines, any costs associated with this provision may be recovered from the contractor.
32.2 The current workshop area includes a kitchenette, these facilities are not guaranteed and the Bank reserves the right to withdraw these facilities.
32.3 The Bank has a restaurant and coffee bar facility, the contractors personnel are entitled to use these areas. When using these facilities personnel are requested to be of clean, smart appearance and behave in a manner appropriate to the surroundings, failure to comply with this request will result in a request for individuals to be removed from site.
33.0 Health and Safety
33.1 Works shall be carried out in line with both the contractor’s and the Bank’s own Safety policy.
33.2 All work carried out in association with the contract will meet the requirements of the Health and Safety at Work Act 1974, the Management of Health and Safety at Work Regulations 1999
33.3 Within their normal duties, the contractor shall also comply with and be fully conversant with the following regulations,
• Health and Safety at Work Act 1974
• Environmental Protection Act 1980
• Health and Safety(First Aid) Regulations 1981
• Electricity at Work Regulations 1989
• Manual Handling Operations Regulations 1992
• Personal Protective Equipment at Work Regulations 2002
• Workplace (Health, Safety and Welfare) Regulations 1992
• Report of injuries Diseases and Dangerous Occurrences Regulations 1995
• Provision and Use of Work Equipment Regulations 1998.
• Lifting Operations and Lifting Equipment Regulations 1998
• Employers Liability (compulsory Insurance) Regulations 2008
• Special Waste Regulations 1996.
• The Confined Spaces Regulations 1997
• Management of Health and Safety at Work Regulations 1999.
• The Control of Substances Hazardous to Health Regulations 2002 and amendment 2005
• Dangerous Substance and Explosive Regulations 2002
• Work at Height Regulations 2005
• Control of Vibration at Work Regulations 2005
• Control of Noise at Work Regulations 2005
• The Waste Electrical and Electronic Equipment(Amendment)(No.2)Regulations 2009
• The Gas Safety (Installation and Use) Regulations 1998
• Gas Appliances(Safety) Regulations 1992
• Electrical Equipment(Safety) Regulations 1994
• Pressure Systems Safety Regulations 2000
• Working Time Regulations 2003
• Control of Asbestos Regulations 2012
• The Regulatory Reform(Fire Safety) Order 2005
• Management of the Fluorinated Greenhouse Gases (F-gas) Regulations
• The Institute of Electrical Installation (IET)Wiring Regulations(BS 7671:2008)
33.4 General Responsibilities of the Contractor shall include but not be limited to:
- Provision of the following Health and Safety Documentation
• Contact List
• Method Statement
• Company Risk Assessment
• Company Health and Safety Policy
• COSHH Data
Written confirmation that all operatives are aware of all relevant conditions and Health and Safety documentation (as listed above) must be demonstrated.
33.5 Safe operation of the plant and its immediate environment is a fundamental part of good maintenance practices and should be taken into account at all times.
33.6 Risk Assessments and Method Statements detailing Safe Systems of Working shall be produced for all activities carried out in the building and submitted for review and approval by the Bank’s Representative prior to Work commencing.
33.7 All personnel working at the Bank will be expected to participate in procedures to ensure that the building is safe and free from hazards as far as is reasonably practicable.
33.8 Ensure that suitable protective clothing and safety equipment is available where appropriate and that it is correctly used.
33.9 The contractor shall operate a continual Health & Safety training programme whereby operative receive annual training covering Health & Safety at work, working at heights, manual handling, use of Personnel Protective Clothing, Safe Working practises, etc.
33.10 By the 1st audit the measurement of the contractor’s performance under this contract will include compliance with the above requirements. This will be determined by audits carried out by the Bank’s Engineering Management and Health and Safety Managers.
34.0 Sub-Tenants
34.1 The Bank currently sub-let office space to outside companies. At present two floors are occupied by a sub-tenant. Unless otherwise instructed the Contractor will provide maintenance to the shell and core plant only on sub-let floors. The contractor shall include in their costs to maintain the shell and core services only on Levels 2 & 3.
34.2 The Bank may end the sub-let agreement with the occupier on Levels 2&3, if this occurs the Bank will request that the contractor provide and additional day engineer to cover the increase occupied area. The contractor must provide a cost for this additional engineer which will need to be agreed by the Bank prior to commencement of this arrangement.
35.0 Environmental Management
35.1 The contractor shall ensure that adverse environmental impact from the operation of the services is minimized, including emissions to the air, land and water, noise emissions, damage to fabric and any other environmental impact. Such action shall include but not be limited to:
• Ensuring the plant operates at optimum efficiency levels to minimise energy consumption;
• Use of appropriate waste disposal and re-cycling schemes for the disposal of hazardous waste;
• Taking necessary precautions to prevent nuisance from smoke, dust, rubbish and other causes;
• As far as reasonably practicable taking action to prevent infestation by vermin, ensuring prompt disposal of all matter attractive to pests;
• Taking action to reduce or prevent the emission of greenhouse gases and those that are recognized as having the potential to deplete the ozone layer;
• Use of products which are environmentally friendly wherever possible and to comply with approved codes of practice and current legislative requirements for the protection of the environment.
The measurement of the contractor’s performance under this contract will include compliance with the above environmental protection requirements.
Annex B
Assets List
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Annex C
Staff Profile
JOB TITLE: Site Manager
The Site Manager is a key member of the contractors management structure; the successful candidate will have operated in a similar role for a minimum of 5 years and have previous experience of managing a multi skilled maintenance team and specialist contractors within a Banking environment.
The Site Manager is responsible for ensuring that all building engineering services including carpenter/handyman tasks and porterage duties are performed in a manner that ensures the building operates in an efficient, effective and safe manner.
The Site Manager’s duties shall include but not be limited to carrying out the following;
a) Ensure all staff on site under operation from the contract complies fully with all aspects of the Health & Safety at Work Act and any other legislation relating to safe working practices and bring to attention any potential hazards or unsafe procedures.
b) Manage the maintenance contract ensuring compliance with the contract scope.
c) Ensure the work is distributed both, planned maintenance or reactive duties, to ensure optimum use of the workforce and subcontractors.
d) Bring to the attention of the Bank’s Engineering Representative possible opportunities to improve the contract, potential savings and system improvements.
e) Ensure the Bank’s Engineering Representative is kept informed of absenteeism, staff holidays and arrangements to provide cover.
f) Ensure the Contract monthly value is adjusted to reflect absenteeism.
g) To maintain the electronic PPM system and ensure that service records and reactive works relating to the assets are kept up to date.. Complete all documentation relating to the maintenance contract, ensuring any discrepancies, deficiencies or alteration to existing documentation is completed.
h) Advise the Bank of any requirements to provide either replacement or additional cover to comply with the terms of the contract or additional works that may be required.
i) Attend monthly Contract meeting and to have prepared monthly reports.
j) Submit a comprehensive written report of any emergency incident that occurs.
k) Ensure that the Fire Alarm testing and Life Safety System testing are carried out at the correct time and date. The Bank’s Engineering Representative will be notified immediately of any omissions in this testing.
l) Ensure that any malfunction to any Life Safety System is brought to the immediate attention of the Bank’s Engineering Manager and that any rectification work is dealt with as a matter of urgency.
m) When required liaise with the Banks Office / Facilities Manager to minimise inconvenience associated with the Maintenance Service provided.
n) The Site Manager will attend meetings when requested, and provide technical information within these meetings.
o) The Site Manager will provide quotations for additional works that full outside the contract scope, this will include the utilisation of specialist subcontractors.
p) The Site Manager will be expected to contribute to the compilation of the site emergency procedures and periodic testing of these emergency procedures to ensure site team familiarity.
The Candidate will be expected to have the following experience to be able to deliver the following;
• To support the contract, review & manage engineering risk and deliver on business development
• Complete engineering site surveys & audit reports.
• Manage internal and external relationships.
• Establish 'value for money' strategies for delivering the technical management service.
• Control and manage staff as applicable.
• Control budgets and deliver the agreed services, to the defined service levels, on time.
• Establish and maintain external contacts with statutory authorities and other groups and associations applicable and beneficial to the services provided.
• Co-ordinate the production of performance reports, carry out analysis of the results and take appropriate action to ensure continuous improvement is achieved.
• Provide team update/training in relation to building services.
The Candidate will be expected to have the following skills;
• Self-Motivated to learn and develop themselves further.
• Excellent time management skills.
• Commercial awareness from experience and/or qualification.
• Good working knowledge/understanding of building operating systems (mechanical, electrical, controls and fire/health and safety).
• Good Written Communication Skills & attention to detail.
• Cost control, variance and forecasting reporting.
• IT skills inc. Word, Excel to intermediate level.
• Excellent communication skills.
JOB TITLE: Assistant Site Manager (ASM)
The ASM will be a key member of the Contractors management structure; the successful candidate will have operated in a similar role for a minimum of 3 years and have previous experience of supervising a multi skilled maintenance team.
The ASM duties shall include but not be limited to carrying out the following;
a) As part of the management structure the ASM will supervise the team and advise on any PPM, reactive or project task relating to the electrical and mechanical services.
b) The ASM will be expected to liaise with the Administration services engineering team to provide an update on current status of electrical and mechanical services, current projects and other items relating to the operational status of the building services.
c) The ASM will be expected to operate in “a hands” on capability to provide a supporting role to the engineering team.
d) The ASM will deputise during periods of absence or leave for the Site manager.
e) The ASM will if required assist with the supervision of the Porter / Handyman team.
f) The ASM will ensure all distributed work, planned maintenance or reactive tasks are completed with optimum use of the workforce and subcontractors.
g) The ASM is to bring to the attention of the Site Manager potential savings and system improvements that can be implemented.
h) The ASM is to ensure that any defect to the Life Safety Systems is brought to the immediate attention of the Site Manager and that any rectification work is dealt with as a matter of urgency.
i) The ASM will be expected to instruct and train personnel in the operation of plant to ensure that the Contractor’s personnel are familiar with the plant operating procedures.
The ASM will be expected to have as a minimum knowledge in the bellow;
In conjunction with the Contractors Site Manager,
• The ASM will have sufficient experience to provide input to develop, manage and maintain the site emergency procedures.
• The ASM will manage the periodic testing and statutory testing in compliance with current legislation and best practises.
• The ASM will have a full working knowledge of all plant operation and services, to include the start-up / shutdown procedures and emergency operation.
The Candidate will have the following experience;
• Electrically qualified, ideally through a recognised Apprenticeship be confident with 11kV switching and associated permit controls and safe systems of working.
• The ASM must have experience of the Management of Legionella Bacteria in Water Systems (ACOP L8), management of evaporative cooling towers and be able to provide guidance to manage these systems to ensure compliance with ACOP L8.
• Be fully conversant with BS7671: Requirement for Electrical Installations 17th Edition. Be conversant with C&G 2391 inspection and testing.
• Be conversant with automated lighting control systems and be competent in fault finding and programming lighting control systems.
• The ASM must be fully conversant with core building services including but not limited to:
o Single & Three Phase Power Systems
o Emergency Lighting,
o Electric drive motors and associated switchgear, variable speed drives, etcTrend BMS Operation
o Variable Volume Air Handling Units and fan assisted terminal units
o Generators & UPS Systems
o Calorifiers
o Sprinkler Systems & Dry risers
The successful candidate will be supervising a team of engineers, allocating and scheduling work, and conducting a range of health and safety related tasks such as risk assessments, work permits, and toolbox talks.
Annex D
Sub Contracted Services – Service Agreements
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Annex E
Audit Document
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Annex F
Technical Proposal
The Proposal will consist on a written submission (a PDF file) and a presentation.
The written submission must be sent by email ONLY before the deadline specified in the RFP main document to the sole source of contact for this tender.
Please take into account the following points when writing your proposal:
1. Do repeat the question before each response and do respond to questions in the sequence written.
2. Proponents must give a full answer to each question and where appropriate they should refer the reader to supporting information only to supplement and add weight to their answer in the questions section.
3. Additional information may be submitted as a separate appendix, but Supplier’s direct answers to questions will be the main consideration when scoring the proposal.
4. Please do answer to all questions succinctly. Do we need the questions to be answered succinct, as we would need detail to substantiate the scoring.
The presentation will take place the same day of the site visit as per point 2.4. in the RFP document. The proposed Account Manager must attend the presentation. Presentations should take a maximum of 45 minutes including questions. Please make sure that your presentation doesn’t take longer than 30 minutes to allow enough time for questions.
Suppliers must give in their presentations:
- a brief introduction of their company
- details of the team that will manage this contract
- inform the Bank of their expertise in the field of engineering maintenance and fabric maintenance
- briefly identify which contracts they have won via tender and highlight those they have retained, detailing the duration of the contract and the typical value (if the value is confidential a circa price will suffice).
The questions on the written submission are:
1. Site Structure and Management
I. Provide the CV of the proposed Contract or “Key Client” Manager responsible for the management of the Bank’s Account. The following shall be noted:
• Duration of employment with Proponent
• Previous employers
• Activities undertaken in previous contracts
• Qualifications necessary to perform the roles for which they have been put forward
II. Provide an organisational chart for the proposed team that clearly identifies their job functions, duties and responsibilities and the reporting structure, this is to include off site support and incident response?
III. Describe how the proposed structure will be adequate and suitable to deliver the building maintenance services?
2. On Site Team Competency
I. What is the procedure for assessing and ensuring that staff are competent to undertake their roles and have the necessary qualifications, training, approvals and skills?
II. Describe how your staff will be kept up to date with information required to carry out their work, for example current legislation, best practice, Legionella prevention etc?
III. Describe procedures to ensure compliance Health and Safety at Work Regulations and the requirements of the business?
IV. Describe any systems in place for staff motivation,(e.g. bonuses, career, structure, etc.) and how you manage succession planning within your organisation.
V. How are the budget funds allocated for staff training and development within the organisation?
VI. Describe what your process will be for authorising the nominated on site engineers to suitable HV Authorised Persons for the Bank.
VII. Provide details of the available training within your organisation for site based personnel. Where appropriate detail whether the training is available for all staff or specific personnel.
3. Proposed Approach and Methodology
I. Describe in-depth your approach and methodology with reference to the provision of Building and Engineering Maintenance services to be provided as described in Section II, Specification and Scope of Works.
II. Provide information detailing a suitable energy monitoring programme for a building of this type, which will ensure that conservation measuresare adhered to.
III. Submit a full mobilisation plan which you would implement if you were successful in this tender.
4. General Site Management / Operations
I. Submit year planners for three sites which you manage that are similar in size and nature to the Bank’s requirements, include a Matrix chart planner, detailing sub-contract visits, critical maintenance activities, i.e. electrical shutdowns, chlorination’s, etc
II. For the three sites listed above, please provide:
• Details of the site team.
• CV’s for the site managers/supervisors.
• Call out procedures
• Monthly/quarterly management report from a period in the last 3-months. (Confidential items can be left blank.)
5. Project Delivery
I. Can you provide details of projects that have been delivered by your in house project team on similar size buildings and nature in their business, up to the value of £350, 000?
II. Describe what project and maintenance services that you have delivered that have required the utilisation of your fabric service provision.
6. Contract Compliance and Quality Systems
I. Has your company ever been found to be in breach of Health and Safety laws, is so please provide further details?
II. Does your company periodically carry out condition surveys to establish plant condition and future maintenance needs, and if so describe the process for this?
III. The Bank will undertake regular auditing of the contractors systems, work practices, and contract deliverables. Describe how you will ensure that your organisation meets the Banks expectation and manage any shortfalls that are highlighted during the audit.
IV. Provide examples of the structure and content of the internal monthly management reports to Proponents own senior management which will demonstrate your performance monitoring of the contract and those activities detailed in Section II (Specification and Scope of Works).
V. Provide examples of the quarterly/monthly management report which you would submit to the Bank showing how you have achieved the requirements of the above.
VI. Proponents should demonstrate their commitment to Total Quality Management both in its own operations and those of its other Clients.
VII. Detail those quality management procedures which will be implemented at the Bank to ensure compliance with the Contract requirements.
7. Added Value and Initiatives
I. Provide details of additional services or methods which could be used to assist the Bank to reduce its Building and Engineering Maintenance costs, whilst at the same time ensuring that the quality of the service provided is maintained.
II. Detail other cost reduction schemes and how the rewards resulting from such activities can be used to incentivise continual improvement.
III. The Bank’s current lease expires during 2022, during the later years of this contract the Bank may wish to make savings on operating costs and may consider for example, a period where planned preventative maintenance is limited to only essential plant. Could you describe in detail how you could achieve this?
IV. Provide comments and suggestions on Section II, (Specification and Scope of Works), which would improve or enhance the performance of this Contract, indicating areas of added value, which could be introduced if you were successful.
Annex G
Contract Draft
CONTRACT NO. PUR/
FOR THE PROVISION OF
THIS CONTRACT is dated [day, month and year] and concluded between:
(1) European [Bank] for Reconstruction and Development, an international financial institution established pursuant to the Agreement Establishing the European [Bank] for Reconstruction and Development, a multilateral treaty signed in Paris on 29th May 1990, having its headquarters at One Exchange Square, London EC2A 2JN, United Kingdom (the "[Bank]" or the "EBRD");
AND
(2) [full name of the company], a company organised and existing under the laws of [insert country] with its registered office located at [insert address] (the "[Contractor]").
WHEREAS:
(A) The [Bank] wishes to acquire certain [Services] (as defined below) in respect of the provision of [describe the [Services] sought] and issued a Request for Proposals (as defined below) on or about [insert date] seeking bids from reputable companies with particular expertise and skills in [insert description].
(B) The [Contractor] is engaged in the business of providing [insert description] and submitted a Proposal (as defined below) to the [Bank] in response to the Request for Proposals.
(C) The [Bank], relying on the specialist skills of and the Proposal submitted by the [Contractor], wishes to appoint the [Contractor], on an exclusive to provide the [Services] described in and upon the terms and conditions of this Contract.
(D) The [Contractor] has agreed to provide the [Services] to the [Bank], upon the terms and conditions hereinafter contained.
NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretation
1. Wherever used in this [Contract], unless the context otherwise requires, the following terms have the following meanings:-
"Acceptance" means the process of the acceptance of the [Services] for and on behalf of the [Bank] as described in Schedule 1.
"Additional Fees" means the fees payable by the [Bank] in consideration of the provision of the Additional [Services] as set out in the Variation Order duly accepted and signed by the [Bank] pursuant to the terms and conditions of [Section 7].
"Additional [Services]" means any [Services]:- (i) which are not specified in the [Contract] but which are directly related to the [Services]; and/or (ii) additional [Services] required from the [Contractor] due to the change of the scope of the [Services] pursuant to a [Variation Order] as provided in [Section 7].
"Audits" means the audits and reviews carried out by the [Bank] or the [Bank]’s auditors, experts and insurers, as the case may be in accordance with the terms and conditions set out in [Section 18].
"Background Checks" means the [Bank]’s procedures for the vetting of personnel working in its premises as advised to the [Contractor] by the [Bank] from time to time.
"[Bank]'s Representative" means the person nominated or such person for the time being or from time to time duly appointed by the [Bank] to manage the [Contract] on its behalf, as set out in [Section 31.2].
"Business Day" means a day (other than a Saturday or Sunday) on which [Bank]s are open for general business in the City of London.
"Commencement Date" means [insert date] .
"Confidential Information" means any non-public, proprietary information concerning the business, administration, operations, assets, finances, systems, internal processes and know-how of the [Bank] contained in:- (i) written documents delivered or made available to the [Contractor] marked confidential or similar confidentiality wording on the cover; or (ii) electronic data delivered or made available to the [Contractor] which indicate that the data are confidential; or (iii) written documents or electronic data delivered or made available to the [Contractor] where the [Bank] advised the [Contractor] that their content is confidential.
"Control" means that a person possesses, either directly or indirectly, the power to direct or cause the direction of the management and policies of the [Contractor] whether through the ownership of voting shares, by contract or otherwise and "Change Control Event" means any change of Control in relation to the [Contractor].
"Contract" means this contract for the provision of the [[Services]] to the [[Bank]], together with all Schedules attached hereto, as the same may be amended from time to time by the Parties in accordance with the terms and conditions of Section 35.9.
"Contract Price" means the total fees and other compensation (exclusive of any applicable VAT) payable to the [Contractor] under the Contract by the [Bank], as set out in Schedule 4 for the full and proper performance of the obligations of the [Contractor] under the Contract, taking into account the effect of any permitted adjustment of the Contract Price in accordance with [Section 3.3].
"[Contractor]'s Personnel" or "Personnel" means any person(s) whose [Services] are to be provided by the [Contractor] in order to discharge its obligations under this Contract and, where the context permits, shall include persons provided by or through the [Contractor]’s permitted sub[Contractor](s), including the Personnel identified in [Schedule 6].
"[Contractor]'s Representative" means the person nominated or such person for the time being or from time to time duly appointed by the [Contractor] to manage the Contract on its behalf, as set out in Section 31.2.
"Escalation Procedure" has the meaning ascribed thereto in [Section 36].
"Event of Force Majeure" means in relation to either [Party] any event or circumstance which is beyond the reasonable control of that [Party] and which results in, or causes the failure of, that [Party] to perform any or all of its obligations under this Contract including an Act of God, fire, explosion, epidemic, war, terrorist acts, blockades and embargoes, strikes and riots, insurrection, civil commotion, save that, for the avoidance of doubt, strikes and lock-out of the [Contractor]’s employees or Personnel shall not be deemed to be beyond the [Contractor]’s reasonable control, nor an inability to obtain any requisite licence, authorisations or consent required to be obtained by the [Contractor] to perform its obligations, nor the failings of a subcontractor engaged by the [Contractor].
"Good Industry Practice" means in relation to any undertaking and any circumstances, the exercise of all due skill, care, prudence and foresight which would be expected in those circumstances from a recognised industry leading service provider providing [Services] identified or similar to the [Services].
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, service marks, rights to goodwill, rights in designs, computer software, database rights, know-how, trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights.
"Intellectual Property Rights Infringement" means infringement or alleged infringement in of any [Intellectual Property Right] of a third [Party] connection with this Contract by the [Contractor], its directors, officers, Personnel, employees, sub-[Contractor]s or agents.
"Materials" means reports, memoranda, documentation and other printed materials, data, accounts, programmes, software, code, graphics, works of art, guidance, drawings, models, designs, advertisements, information prepared by the [Contractor] in connection with this Contract.
"[Party]" means each of the [Contractor] or the [Bank] and "Parties" means both.
"Payment Schedule" means the payment schedule on the basis which the Contract Price will be paid by the [Bank] as set out in [Schedule 5].
"Prohibited Practices" means coercive practices, collusive practices, corrupt practices and fraudulent practices defined in the [Bank]'s Enforcement Policy and Procedures. These are currently published by the [Bank] at the following website: .
"Project Timetable" means the timetable and plan for the performance of the [Services] under the terms of this Contract, which is agreed between the Parties and attached hereto as [Schedule 3].
"Project Manager(s)" means the [Contractor]’s Project Manager and the [Bank]’s Project Manager appointed by each of the Parties in accordance with [Section 6]. The initial Project Managers and their contact details are described in [Schedule 7].
"Proposal" means the [Contractor]’s bid or proposal on the delivery of the [Services] to the [Bank] in response to the Request for Proposals as attached in [Schedule 10].
"Quality Standards" means the quality standards detailed in the [Schedule 2].
"Request for Proposals" means the request for proposal concerning the delivery of the [Services] issued by the [Bank] on [insert date].
"Service Level Agreement" or "SLA" or "Agreed Service Levels" means:- (i) the description of standards; (ii) the performance indicators and requirements; (iii) the service levels against which the delivery of the [Services] shall be measured; and (iv) the specific remedies for the breach of the Agreed Service Levels as set out in Schedule 2.
"Services" means the [Services] to be provided by the [Contractor] during the Term to the [Bank] as specified in Schedule 1.
"Specification" means the description and [Specification] of the [Services] to be provided by the [Contractor] to the [Bank] pursuant to this Contract as specified in Schedule 1. The [Services] must comply with the [[Specification]s].
"Site" means the [Bank]’s headquarters at One Exchange Square, London EC2A 2JN, United Kingdom.
"Term" means the period between the Commencement Date and Termination Date.
"Termination Assistance" means those [Services], resources and facilities to be provided by the [Contractor], upon the [Bank]’s request, to assist the [Bank] in relation to the termination or expiry of this Contract as provided in [Schedule 9].
"Termination Date" means the date on which:- (i) this [Contract] expires as set out in [Section 3.2]; or (ii) following an extension of the Term pursuant to the terms and conditions set out in [Section 3.3], the date of which is specified as the date of expiry of any extension period; (iii) the date of termination or partial termination of the [Contract] in accordance with the applicable law or [Section 25] and [Section 26] of the [Contract].
"Variation Order" has the meaning ascribed thereto in [Section 7.1].
1.2 Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. References to any person shall include the person's successors and assigns in accordance with this [Contract].
1.3 The Schedules attached to this [Contract] form part of this [Contract] and, subject to the terms set out in [Section 1.7] below, they shall have the same force and effect as if set out in the main body of this [Contract].
1.4 References to recitals, schedules and sections are to (respectively) recitals, sections and clauses of this [Contract] (unless otherwise specified) and references within a schedule to sections are to sections of that schedule (unless otherwise specified).
1.5 References in this [Contract] to any Act of Parliament of the United Kingdom, to the regulations made pursuant to such Act, any statute, statutory provision or a regulation or a directive of the relevant institution of the European Union or other legislation include a reference to that Act of Parliament or regulations made pursuant to such Act, any statute, statutory provision, directive or legislation as amended, extended, consolidated or replaced from time to time (whether before or after the Commencement Date of this Contract) and include any order, regulation, instrument or other subordinate legislation made under the relevant statute, statutory provision, directive or legislation.
1.6 The words "other", "include" and "including" do not connote limitation in any way. Any reference to "writing" or "written" includes faxes and any legible reproduction of words delivered in permanent and tangible form.
1.7 In the event of any conflict or inconsistency between the terms and conditions of the main body of the [Contract] and any [Schedules] or any [Variation Orders], the provisions of those documents shall, only to the extent of any such conflict or inconsistency, take precedence in the following order:-
(i) the [Variation Order(s)];
(ii) the schedules attached to the Contract (except the [Contractor]'s Proposal attached in Schedule 10);
(iii) the main body of the [Contract]; and
(iv) the Proposal of the [Contractor] attached in Schedule 10.
2. Appointment of the [Contractor]
2.1 The [Contractor] shall:- (i) perform all of the [Services] during the Term; (ii) deliver the [Services] in accordance with the Project Timetable and the Service Level Agreement and in accordance with the [Specifications]; and (iii) the [Contractor] shall be responsible for the delivery and acceptance process set out herein. The [Contractor] shall appoint one or more Project Manager responsible for the administration of this Contract in accordance with the terms agreed herein.
2.2 In providing the [Services] hereunder, the [Contractor] shall at all times ensure the diligent, due and proper execution of the [Services] by its Personnel. The [Contractor] shall use up-to-date, relevant professional techniques and standards in order to carry out the [Services] with the care, skill and diligence required in accordance with the Good Industry Practice, the Quality Standards, all applicable laws, enactments, orders, regulations, standards and other statutory instruments and all applicable terms and conditions of this Contract.
2.3 The [Contractor] shall be responsible for the accuracy of all drawings, documentation and information supplied to the [Bank] by the [Contractor] in connection with the supply of the [Services].
2.4 The [Bank] may inspect and examine the manner in which the [Contractor] provides the [Services] during normal business hours on reasonable notice.
2.5 Any date, deadline, or period mentioned in this [Contract] may be extended by the [Bank] but otherwise time shall be of the essence for any obligation of the [Contractor] set out in this Contract.
3. Term
3.1 This [Contract] concluded hereunder by the [Parties] shall enter into force upon the Commencement Date.
3.2 This [Contract] is concluded for a period of [term in letters] (in numbers) months from the Commencement Date.
4. The [Contractor]'s Personnel
4.1 The [Contractor] shall:- (i) provide experienced and high quality individuals for the provision of the [Services]; (ii) ensure that all Personnel providing the [Services] to the [Bank] shall be adequately skilled, qualified and trained for the tasks they are to perform; (iii) unless otherwise permitted by the [Bank], ensure that all of its Personnel engaged in the provision of the [Services] are in the employment of the [Contractor]; and (iv) provide, upon the [Bank]’s request, full details of the job descriptions and applicable training and qualification records of the [Contractor]’s Personnel assigned to work under this [Contract].
4.2 If in the opinion of the [Bank] any of the [Contractor]’s Personnel is:- (i) incapable of carrying out his/her duties; or (ii) is unsuitable to provide the [Services] for whatever reason, the [Bank] may require that the [Contractor] replace such [Personnel]. Upon receipt of such a request, the [Contractor] shall forthwith substitute a satisfactory individual for such [Personnel]. The cost of such replacement shall be at the [Contractor]’s expense and the substitute shall be no less experienced or qualified than the Personnel being replaced.
4.3 The [Contractor] may, with the consent of the [Bank] (such consent not to be unreasonably withheld or delayed) and upon reasonable written notice to the [Bank] (unless in the incidence of emergency or sickness) substitute for its [Personnel] other suitable individuals. Such substitution shall be in all respects at the expense of the [Contractor] and the substitute shall be no less experienced or qualified than the [Personnel] being replaced.
4.4 For the purpose of and during the Term of this Contract, the [Contractor’s Personnel] shall, and shall be deemed to, be employees, consultants, [Contractor]s or agents of the [Contractor] (as the case may be) and nothing in this Contract shall establish the relation of employer and employee or a master and servant as between the [Bank] and the [Contractor’s Personnel]. The [Contractor’s Personnel] shall not be members of the [Bank]’s staff and they cannot claim to have the status of a member of staff or an official of the [Bank] nor the benefits, privileges and immunities attached to the status of being a staff member or official of the [Bank].
5. Working in the Site
5.1 The [Contractor]’s Personnel shall work such hours at the [Site] as are required to provide the [Services] and as may be set out in the schedules of this [Contract] or any [Variation Order]. The [Contractor] shall not deliver any equipment nor begin any work on the [Site] without obtaining prior approval from the [Bank]. The [Contractor] shall take reasonable care to ensure that in carrying out the [Services], its Personnel do not interfere with the operations of the [Bank]. For avoidance of doubt, the [Contractor] agrees that: (i) any access to the [Site] shall be strictly limited to those areas of the [Site], as determined by the [Bank], necessary for the [Contractor] to fulfill the [Contractor]’s obligations to perform the [Services] under this Contract; (ii) where applicable, any access to [Bank] information or systems while on the [Site] shall be strictly limited to such information or systems, as determined by the [Bank], necessary for the [Contractor] to fulfill the [Contractor]’s obligations to perform the [Services] under this Contract; (iii) while working on the [Site] [or, as the case may be, accessing the [Bank]’s systems,] the [Contractor] shall be accompanied by a representative of the [Bank] at all times [or, as the case may be, supervised by a representative from the [Bank]’s IT department]; and (iv) in no event shall the [Contractor] copy or remove any information or documents from the [Site] without the prior written consent of the [Bank]. The [Contractor] acknowledges and agrees that any such access granted by the [Bank] to the [Site] [or, where applicable, to the [Bank]’s information or systems whether accessed on the [Site] or remotely,] shall not constitute a waiver, renunciation or modification of any of the immunities, privileges or exemptions of the [Bank] accorded under the Agreement Establishing the European Bank for Reconstruction and Development dated 29 May 1990, international convention or any applicable law.
5.2 The [Bank] shall have the right, at any time, to refuse admittance to, or order the removal from, the [Site] of any Personnel, sub[Contractor], or other person acting on behalf of the [Contractor] or sub[Contractor] who in the opinion of the [Bank] is not a fit and proper person to be on the [Site]. Any steps taken under this Section 5.2 shall be confirmed to the [Contractor’s Project Manager] by the [Bank] and shall not relieve the [Contractor] of its obligations under the [Contract].
5.3 The [Contractor] shall ensure that all its [Personnel] and permitted subContractor(s) operating on the [Site], are made aware of, and comply with, the Bank's Health and Safety Policy, the Code of Practice for Contractors, Basic Fire Instructions and Security Procedures for the Contractors and all such other regulations and instructions as may be issued by the [Bank] from time to time as notified to the [Contractor].
5.4 The [Bank] will ensure that the [Site] is reasonably safe for the purposes of the performance of the [Services]. The [Contractor] will report immediately to the [Bank] any:- (i) circumstances or events which might reasonably be expected to affect the safety of any person or the [Site]; (ii) accident or injury to any person and any damage to the property of the [Bank] or any third [Party] at the [Site]; or (iii) circumstances or events which might reasonably be expected to hinder or prejudice the performance of the [Services]. The [Contractor] is deemed to have inspected the [Site] before submitting its [Proposal] and to have made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under the [Contract].
5.5 The [Contractor] shall be responsible at its own risk and expense for the delivery to, unloading at and removal from the [Site] of all things of all kinds necessary for carrying out the [Services]. Unless otherwise agreed with the [Bank], all such items shall remain the responsibility of the [Contractor] who shall be liable for the care, safety and storage thereof and shall remove them at the end of each visit or upon termination or expiry of the [Contract] (as may be agreed) and leave the [Site] in a clean, tidy and safe condition. The [Contractor] shall, at the [Bank]’s written request, at its own expense and as soon as reasonably practicable:- (i) remove from the [Site] any equipment which in the reasonable opinion of the [Bank] is either hazardous, noxious or not in accordance with the [Contract]; and (ii) replace such item with a suitable substitute item of equipment.
6. Project Organisation
6.1 Each [Party] shall appoint a [Project Manager] who shall:- (i) provide professional and prompt liaison with the other [Party] in connection with the [Services] and the compliance with the Service Level Agreement; and (ii) have the necessary expertise in the subject matter of this Contract. Each [Party] is entitled to change its [Project Manager](s) by providing a prior written notification to the other [Party]. In addition to the [Project Manager], the basic project organization roles together with the detailed responsibilities of the [Project Manager] and the established project committees under this Contract are described in [Schedule 7].
6.2 The appointed [Project Manager] shall meet in accordance with the frequency agreed by the [Project Manager] from time to time, unless indicated otherwise in [Schedule 7]. All meetings conducted pursuant to this Contract will have an agenda issued by the [Contractor] to the [Bank] sufficiently in advance of the meeting to allow meeting participants a reasonable opportunity to prepare for the meeting and for the [Bank] to add items to the agenda as necessary. The [Contractor] will take minutes of all such meetings and will provide a copy to the [Bank] within [one (1) week] of the date of the meeting. Unless agreed otherwise, meetings of the [Project Managers] and the project organs will take place in the [Site].
7. Variation Orders
7.1 If the [Bank]:- (i) requires any [Services] which are not specified in as part of the [Services] but which are related to or supplement the [Services]; or (ii) proposes any change to the scope of the [Services], these changes will be treated as [Additional Services]. The provision of [Additional Services] (and the charges for these) must be agreed in accordance with the procedure set out in this Section 7 in writing by the Parties (the "Variation Order"). Once the [Additional Services] have been agreed, they shall be treated as part of the [Services] and will be provided by the [Contractor] accordingly. [Additional Services] shall be paid for in accordance with the terms of the relevant [Variation Order].
7.2 The [Bank] or the [Contractor] may, during the [Term], propose to the other [Party] that [Additional Services] are to be provided. If the [Contractor] proposes to implement [Additional Services] or if such a proposal has been made by the [Bank], the [Contractor] shall, subject to the terms of Section 7.5, serve on the [Bank] a notice specifying:- (i) how the [Additional Services] will be provided; (ii) the timetable for providing the [Additional Services], including the number of days of work, the Additional Fees and which of the [Contractor’s Personnel] will carry out the work (in case of new [Services]) or the change of the Contract Price charged under this [Contract] (in case a change of the scope of the [Services]); (iii) and terms of payment in respect of the Additional Fees or the change of the terms of payment in respect of the revised Contract Price (in case a change of the scope of the [Services]).
7.3 Within ten (10) days of receipt of the notice described in Section 7.2 above, the [Bank] shall advise whether or not it wishes to receive the [Additional Services] on the terms set out in the aforementioned notice. In this case, the [Bank] shall issue a [Variation Order] and forward it to the [Contractor] for acceptance.
7.4 In the event the [Bank] and the [Contractor] cannot agree on the terms and conditions relating to the [Additional Services], the [Bank] shall be entitled to, at its discretion:- (i) allow the [Contractor] to fulfil its obligations under the Contract without the variation to the [Services]; or (ii) obtain such [Additional Services] from a third [Party] and the [Contractor] shall cooperate with such third [Party] as may be required in connection with the provision of such [Additional Services].
7.5 The [Bank] will not be responsible for payment and will not be charged for the investigations by the [Contractor] or implementation of any [Additional Services] that have not been expressly agreed to in writing by the [Bank].
8. SubContractors
The [Contractor] shall notify the [Bank] in writing of all sub-contracts awarded under the Contract if not already specified in [Schedule 6]. The use of subcontractors shall not relieve the [Contractor] from any of its liabilities or obligations under the Contract and the [Contractor] shall ensure that its subcontractors comply with all applicable provisions of the Contract. The [Contractor] shall fully responsible for its subcontractors involved in the completion of the present [Contract]. All subcontractors not specified in [Schedule 6] shall be subject to the prior approval of the [Bank].
9. Intellectual Property Rights
9.1 The [Contractor] acknowledges that all [Materials], in whatever medium or format, produced for use, or intended use, in relation to the performance by the [Contractor] of its obligations under the Contract, shall be the sole property of the [Bank].
9.2 The [Contractor] hereby assigns to the [Bank], with full title guarantee, all [Intellectual Property Rights] which may subsist in the [Materials] prepared in accordance with [Section 9.1]. This assignment shall take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of any [Intellectual Property Rights] produced by the [Contractor]. The [Contractor] shall execute all documentation necessary to execute this assignment. The [Contractor] shall ensure that any and all [Intellectual Property Rights] arising out of or related to the [Materials] and the work to be performed in providing the [Services] to the [Bank] will vest or will be caused to vest in the [Bank] and that the [Contractor]’s Personnel will have no title, right or interest whether legal or beneficial in any such [Intellectual Property Rights]. The [Contractor] shall waive or procure a waiver of any moral rights subsisting in copyright in [Materials] prepared in accordance with [Section 9.1].
9.3 The [Contractor] shall not, and shall ensure that the [Contractor]’s Personnel shall not, (except when necessary for the performance of the Contract) without prior approval of the [Bank], use any [Intellectual Property Rights] in the [Materials].
10. Announcements and EBRD Logo
10.1 The [Contractor] shall obtain written approval from the [Bank] prior to making publicity releases, advertisements or announcements or other publicity relating to its appointment under, or disclosing any provision or term of, this Contract. The [Bank]’s logo is a registered service mark and as such may not be reproduced without the express written permission of the [Bank].
10.2 The [Contractor] undertake that it shall not use the [Bank]’s name in any public announcements, promotional, marketing or sales [Materials] without the prior written consent of the [Bank].
11. Confidential Information
11.1 The [Contractor] will keep the [Confidential Information] confidential and will not disclose that [Confidential Information] to any third [Party] or make any use of the [Confidential Information] for any purpose other than fulfilling its obligations under this Contract. The [Contractor] will, on request from the [Bank], promptly return or destroy any [Confidential Information] belonging to the [Bank].
11.2 Notwithstanding the foregoing, the [Contractor] may disclose [Confidential Information] to its Personnel or a permitted sub[Contractor] involved in providing or supervising the performance of the obligations of the [Contractor] under this Contract on a need-to-know basis, provided that, if disclosed to the [Contractor]’s Personnel or a sub[Contractor], the [Contractor] undertakes to ensure that such Personnel or sub[Contractor]s are bound by an obligation of confidentiality on terms materially similar to this Section 11.
11.3 [Confidential Information] shall not include information which:-
(i) in the public domain otherwise than as a result of breach by the [Contractor] of its obligations under this Contract;
(ii) is already in the possession of the [Contractor] at the time of disclosure to it and which was not provided by the [Bank] or by a third [Party] in breach of a confidentiality undertaking;
(iii) is received after disclosure to the [Contractor] from a third [Party] without an accompanying obligation of confidentiality;
(iv) is independently developed by the [Contractor] without reference to [Confidential Information] of the [Bank];
(v) subject to the [Bank]’s privileges and immunities, is required to be disclosed by law or order of a court or a governmental agency, provided that the [Contractor] shall forthwith provide the [Bank] with notice of the disclosure requirement prior to making any such disclosure.
11.4 On expiration of the Term or earlier termination of this Contract for whatever reason, the [Contractor] shall as soon as reasonably practicable, but in any event no more than [fourteen (14)] days from the Termination Date, return to the [Bank] all of the [Bank]'s [Confidential Information] and the [Materials] and all copies thereof held by the [Contractor] in connection with the provision of [Services] or otherwise relating to this Contract.
12. Code of Conduct
The [Contractor]’s Personnel who have, or are likely to have, access to the [Site] and/or to documents and information relating to the [Bank]’s policies or operations, may at the discretion of the [Bank] be required to sign an undertaking to comply with the [Bank]’s:- (i) Code of Conduct for EBRD Personnel and Experts; (ii) Policy on the Use of Bank IT Facilities; (iii) the policy on Security Arrangements at the EBRD: Systems, Procedures and Guidelines; and (iv) an undertaking of confidentiality prior to commencing their assignment.
13. Change Control
13.1 The [Contractor] shall notify the [Bank] on any Change Control Event in writing in [thirty (30) days], specifying:- (i) the details of the Change Control Event; and the (ii) impact of the Change Control Event to the [Services].
13.2 The [Bank] many, by written notice, terminate this Contract if it finds, at its discretion, that the Change Control Event is not acceptable. Such notice shall be served no later than [six (6)] months from:- (i) the date of the receipt of the [Contractor]’s notice described in Section 13.1; or (ii) where no notification has been made, the date that the [Bank] becomes aware of the Change Control Event in accordance with [Section 25.1 (iv)].
13.3 The [Bank] shall not be permitted to terminate the [Contract] where an approval was granted by the [Bank] to the change of [Control] prior to the [Change Control Event].
14. Prohibited Practices
14.1 The [Contractor] warrants that it has not engaged in Prohibited Practices. The [Contractor] shall take all reasonable steps, in accordance with Good Industry Practice, to prevent Prohibited Practices by its [Personnel].
14.2 The [Bank], without prejudice to any other remedy for breach of contract may, by written notice, terminate this [Contract] if in its judgement, the [Contractor] has engaged in Prohibited Practices in accordance with [Section 25.1 (iii)] of this [Contract].
15. Background Checks
In relation to the [Contractor’s Personnel] who have access to the [Bank]’s IT systems, databases or records, the [Contractor] shall be obliged to carry out Background Checks in accordance with the requirements of the [Bank] to ensure that the individual is suitable to work in the [Site] prior to commencing their assignment.
16. Inspections and Tests
The inspections, acceptance tests and the process of accepting the performance of the [Contractor] in connection with the [Services] provided by the [Contractor] under this Contract shall be described in Schedule 1 attached hereto.
17. Insurance
17.1 During the Term, the [Contractor] shall carry and maintain adequate:- (i) public liability insurance, with cover up to a limit, for any single event or series of related events in a single calendar year, of [amount in words] (in numbers); and (ii) employers' liability insurance, covering its Personnel and sub[Contractor](s) engaged in performance of the [Services] with cover up to a limit not less than required by law in the applicable location. Unless otherwise advised by the [Bank], the [Contractor] agrees that it shall not be able to claim or benefit from any insurance policy of the [Bank] while performing its obligations under this Contract.
17.2 During the Term, and for a period of one (1) year following the Termination Date, the [Contractor] shall carry and maintain for the benefit of itself and the [Bank] adequate [professional liability insurance] [product liability insurance] cover up to a limit (for each single event or series of related events in a single calendar year) of £[insert figure in numbers] ([insert figure in letters]).
17.3 Proof of insurance certifying compliance with [Section 17.1] and [Section 17.2] above must be furnished to the [Bank] within [fifteen (15]) days of request. Failure to provide the insurance certificate may be taken by the [Bank] to indicate that the [Contractor] has failed to meet his obligations to provide adequate insurance cover under this Contract and treat this event as a material breach of the [Contractor]’s obligations pursuant to [Section 25.1 (i)]
18. Audit Rights
18.1 The [Bank] shall have the right to perform Audits in connection with this Contract. The [Contractor] shall, without charge to the [Bank], provide reasonable access to the [Bank] and/or its auditors, experts and insurers:- (i) any premises from which the [Services] are being performed together with its records related to the provision of the [Services]; and (ii) the [Contractor]’s officers, Personnel and sub[Contractor](s) engaged in the performance of the [Services] to enable the [Bank] and/or its auditors, experts and insurers, to conduct appropriate audits and examinations of the operations of the [Contractor] in relation to the performance of the [Services].
18.2 The Audits will be for the purpose of verifying:- (i) the accuracy of the [Contractor]’s invoices to the [Bank] in respect of the [Services] rendered to the [Bank]; (ii) that the [Contractor] is exercising (if the [Services] are provided on a time and material basis), reasonable procedures to control and to minimise the use of the resources provided by the [Bank]; (iii) that [Services] are being provided in accordance with the Service Level Agreement and that the [Contractor] is complying with its obligations under the Contract; (iv) the compliance with the requirement to conduct Background Checks in accordance with Section 15; and (v) any matter relevant to the provision of the [Services] by the [Contractor] which the [Bank]’s insurers may require for the purposes of the [Bank] maintaining or obtaining insurance cover.
18.3 The [Bank] shall provide reasonable written notice to the [Contractor] prior of exercising its right to Audit. Audits shall be carried out during the [Contractor]’s normal working hours. The [Bank] shall perform such Audits no more frequently than once every twelve (12) months during the Term, provided that the [Contractor] will not withhold prevent an Audit if the [Bank] can demonstrate a reasonable requirement to perform such an Audit at any time, subject to reasonable written notice being given to the [Contractor].
18.4 During the conduct of any Audit, the [Contractor] shall permit access to all records and information relating to the [Services] and their provision, except that the [Contractor] may refuse to provide access to:- (i) any information proprietary or relating to the [Contractor]’s other customers or its third [Party] licensors; and (ii) any other [Confidential Information] unconnected with the provision of the [Services] other than [Confidential Information] as defined in the Contract.
19. Force Majeure
19.1 Neither [Party] shall be liable for any delay in performance or breach of its obligations hereunder resulting from an [Event of Force Majeure], provided that such [Party]:- (i) has taken all reasonable steps to prevent and avoid the [Event of Force Majeure]; (ii) takes all reasonable steps to overcome and mitigate the effects of the [Event of Force Majeure] as soon as reasonably practicable; and (iii) on becoming aware of the [Event of Force Majeure], promptly informs the other [Party] and confirms in writing the [Event of Force Majeure] in accordance with [Section 19.2]below.
19.2 Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an [Event of Force Majeure]. The notice shall contain:- (i) details of the circumstances giving rise to the [Event of Force Majeure]; (ii) the known or anticipated impact of the [Event of Force Majeure]; and (iii) a reasonable estimate of the period during which the [Event of Force Majeure] will continue and details of how the affected [Party] will deal with such [Event of Force Majeure].
19.3 If the [Event of Force Majeure] shall continue for more than [thirty (30)] calendar days, then the [Party] unaffected by the [Event of Force Majeure] shall be entitled to terminate the Contract with immediate effect by providing a written notice to the [Party] affected by the [Event of Force Majeure] in accordance with [Section 25.1 (viii)] and [Section 26 (iii)]. Neither [Party] shall have any liability to the other in respect of the termination of this Contract as a result of an [Event of Force Majeure].
20. Payment terms
20.1 The Parties agree that in consideration of the [Services], the [Bank] will pay the Contract Price as provided in [Schedule 5].
20.2 The [Bank] shall pay the invoice amount to the [Contractor], within thirty (30) days of receipt of a valid invoice, providing there is no dispute as to the amount payable. In the event of a dispute of the amount payable, the [Bank] will only pay the undisputed proportion of the invoice, and the outstanding sum shall be paid once the dispute has been resolved.
20.3 The [Contractor] shall ensure that all invoices bear the Contract reference number and if applicable a valid authorised purchase order number. Failure to adhere to this requirement may delay payment by the [Bank]. Payments will be made (unless agreed otherwise by the Parties) in GBP (pound sterling)/Euros.
20.4 Value added tax, if applicable, shall be shown separately on all invoices as a strictly net extra charge and shall, subject to the [Bank]’s privileges and immunities, be borne by the [Bank]. The [Contractor] shall be responsible for all other taxes, charges, and levies relating to this [Contract].
20.5 Payment by the [Bank] of invoices concerning the [Services] shall be subject to satisfactory delivery of the [Services] in accordance with the [Specifications] and the [Service Level Agreement].
21. Expenses
Unless expressly stated otherwise in this [Contract], all costs and expenses arising in relation to or incurred in providing the [Services] will be borne by the [Contractor], including travel, accommodation and other expenses. Any expense reimbursement in connection with the [Services] is subject to the prior written consent of the [Bank's Representative].
22. The Contractor's Representations and Warranties
22.1 The [Contractor] hereby represents and warrants to the [Bank] that:- (i) it is duly incorporated under the laws of [insert country of incorporation]; (ii) there are no insolvency proceedings against it of any kind; (iii) it has all licenses and permits and fulfils all legal and administrative requirements that are necessary for the performance of this [Contract]; (iv) it has the sufficient resources and expertise to perform its obligations hereunder; (v) entry into and performance of this [Contract] shall not result in the breach of the relevant laws and its other agreements made with third persons; and (vi) upon the entry into the Contract it is not aware of any infringement of any rights of third parties caused by entering into this Contract.
22.2 The [Contractor] hereby represents and warrants to the [Bank] that the [Services]:- (i) conform in all respects to the description, design, technical [[Specification]s], requirements or standards contained/or referred to in the [Contract] and in particular with the [Specifications]; (ii) conform to any representations made by the [Contractor] or on behalf of the [Contractor] in its Proposal or during the process of contract negotiations; (iii) conform to all relevant [Quality Standards] and Good Industry Practice; (iv) shall be provided in a way that the [Contractor] shall comply with all rules, regulations, requirements and policies (including the policies of the [Bank]) applicable to and affecting the [Site]; and (v) shall by provided to the [Bank] and the [Contractor] shall not use the [Site] to provide any [Services] to any third person without the [Bank]’s prior written consent.
22.3 The [Contractor] hereby represents and warrants to the [Bank] concerning the [Materials] that:- (i) it has and will continue to have the right to comply with [Section 9] and to grant all the rights it grants or purports to grant to [Bank] pursuant to and in accordance with the terms of this Contract; (ii) there is no third [Party] whose consent is necessary in order for the [Bank] to exercise the rights granted or purported to be granted to it by the [Contractor] pursuant to and in the terms of this Contract; and (iii) the rights granted or purported to be granted to the [Bank] by the [Contractor] pursuant to and in the terms of [Section 9]do not infringe or violate any [Intellectual Property Rights] of any third [Party].
23. The [Bank]'s Obligations
23.1 The [Bank] shall co-operate with the [Contractor] under this Contract. This obligation includes that:-
(i) upon the written request of the [Contractor], indicating the persons and dates and/or intervals of the requested entry, the [Bank] permits the entrance to the [Site] in its normal working hours provided that and to the extent it is necessary for the performance hereunder. However, should the [Bank] have a reason to do so, it may either postpone the permission to enter or exclude certain persons from entrance into the [Site], and in the latter case the [Contractor] shall appoint another person for the job and submit a new request for entrance without any unreasonable delay;
(ii) the [Bank] shall provide for conditions required for the inspection and testing as specified in this Contract;
(iii) the [Bank] shall provide data and information, subject to the privileges and immunities of the [Bank], if and when and to the extent it is reasonably necessary and required by the [Contractor] to perform the [Services] under this Contract; and
(iv) the [Bank] shall appoint one or more [Project Manager(s)] responsible for the administration of this [Contract].
23.2 The [Bank] shall pay the [Contract Price] and the [Additional Fee] in accordance with the provisions of this [Contract] and the relevant [Variation Order(s)].
24. Non-Conforming Services
24.1 Special Remedies for Non-conforming Services
24.1.1 If the [Bank] has a complaint about the standard of [Services] or about the manner in which any [Services] have been supplied or work has been performed or about the [Materials] or procedures used or about any other matter connected with the performance of the [Contractor]'s obligations under the Contract, it shall notify the [Contractor], and where considered appropriate by the [Bank], investigate the complaint.
24.1.2 In the event that the [Bank] is of the reasonable opinion that the [Contractor] failed to perform the [Services] in accordance with the terms and conditions of this [Contract] (including compliance with the Service Level Agreement) then the [Bank] may elect, in addition to any other remedies that may be available to it either under the [Contract] or under the applicable law, one or more of the following remedies:-
(i) without terminating the Contract, the [Bank] may require the [Contractor], at the [Contractor]’s expense, promptly to remedy any default by re-performing any non-conforming [Services]; or
(ii) where the non-conforming or non-performed [Services] are specifically itemised in the Payment Schedule, the [Bank] may withhold from any payment to the [Contractor] under this Contract an amount equivalent to such portion of the [Contract Price] that is directly allocated to such [Services]; or
(iii) the [Bank] may remedy any default or re-perform any non-conforming [Services] itself or have them remedied by a third [Party] on its behalf, and in either case the [Contractor] will pay any costs and expenses so incurred by the [Bank]. In such case, the [Bank] may set-off such costs against any other amounts payable by the [Bank] to the [Contractor] under this [Contract]; or
(iv) terminate the [Contract] in accordance with the terms of [Section 25.1 (i)].
24.2 Delay in [Contractor]'s Performance
24.2.1 Performance of the [Services] shall be made by the [Contractor] in accordance with the [Project Timeline] specified in [Schedule 3.]
24.2.2 An unexcused delay by the [Contractor] in the performance of its obligations shall render the [Contractor] liable to any or all of the following sanctions:-
(i) imposition of liquidated damages pursuant to ]Section 24.3]; or
(ii) terminate the Contract, in accordance with [Section 25.1 (i)].
24.2.3 If at any time during performance of the [Contract], the [Contractor] should encounter conditions impeding timely performance of [Services], the [Contractor] shall promptly notify the [Bank] in writing of the fact of the delay, its likely duration and its cause. As soon as practicable after receipt of the [Contractor]’s notice, the [Bank] shall evaluate the situation and may at its sole discretion extend the [Contractor]’s time for performance.
24.3 Liquidated Damages
Subject to [Section 19] and [Section 24.2], if the [Contractor] fails to perform the [Services] within the time period specified in the Contract, the [Bank] may without prejudice to its other remedies under the Contract, deduct from the [Contract Price], as liquidated damages, a sum equivalent to [one percent (1%)] of the [Contract Price] for each week or part thereof of delay until actual delivery or performance or until the [Contract] is terminated.
25. Termination by the [Bank]
25.1 Without prejudice to any of its other rights under the [Contract] and/or under applicable law, the [Bank] may terminate or partially terminate this [Contract] immediately upon written notice to the [Contractor] at any time if:-
i) the [Contractor] fails to perform any material term or condition of this [Contract] and (if the breach is remediable) fails to cure such default within [thirty (30) days] of receipt of a written notice sent by the [Bank], identifying the default and requiring its remedy; or
ii) the [Contractor] fails to meet the level of performance expected from it pursuant to the Service Level Agreement for a period of [three (3) consecutive months], where the [Bank] has given to the [Contractor] notice of the [Contractor]’s failure to meet the Service Level Agreement after a period of [thirty (30] consecutive days or if the [Bank] has delivered [two (2)] such notices in any [twelve (12) months] period during the Term; or
iii) the [Contractor] has engaged in Prohibited Practices as provided for in [Section 14.2]; or
iv) there is any Change of Control Event which is unacceptable to the [Bank] for any reason in accordance with [Section 13.3]; or
v) if [Contractor] is unable to comply with [Section 30.3] within the deadline provided therein; or
vi) the [Contractor] makes any voluntary arrangement with its creditors or becomes subject to an administration order or [Contractor] becomes insolvent or goes into liquidation or convenes a meeting to consider a resolution that it be placed in liquidation or suffers a petition to be presented that it be placed in liquidation or has an administrative receiver, receiver or company appointed in respect of all or any of its assets, makes an assignment for the benefit of, or any composition with, its creditors or takes advantages of any insolvency act (or in each case the equivalent in any jurisdiction); or
vii) the [Contractor] ceases to function as a going concern or ceases to conduct its operation in the normal course of business; or
viii) the [Contractor] is affected by an [Event of Force Majeure], which prevails for a continuous period in excess of [thirty (30)] days.
25.2 The [Bank] may terminate this [Contract], at any time for its convenience. The notice of termination shall specify that termination is for the [Bank]’s convenience and the date on which the termination becomes effective, which shall be not less than [sixty (60) days] from the date of the notice.
26. Termination by the [Contractor]
Without prejudice to any of its other rights under the [Contract] under the applicable law, the [Contractor] may terminate this Contract upon written notice to the [Bank], if the [Bank]:-
(i) fails to perform any other material term or condition of this [Contract] and (if the breach remediable) fails to cure such default within [thirty (30) days] of receipt of written notice sent by the [Contractor] identifying the default and requiring its remedy;
(ii) ceases to function as a going concern or ceases to conduct its operation in the normal course of business; or
(iii) is affected by an [Event of Force Majeure], which prevails for a continuous period in excess of [thirty (30) days].
27. Effects of Termination
27.1 If this Contract is terminated for convenience by the [Bank] pursuant to [Section 25.2], the [Bank] shall:- (i) pay the [Contractor] for all [Services] satisfactorily completed as at the Termination Date; and (ii) reimburse the [Contractor] for reasonable and documented expenditure which represent an unavoidable and uninsured direct loss to the [Contractor] by reason of the termination of the Contract, provided that the [Contractor] takes all reasonable steps to mitigate such loss. The [Contractor] will be responsible for producing written evidence of the [Services] completed up to the Termination Date. Payment will become due to the [Contractor] [thirty (30) days] from the date of submission of the evidence by the [Contractor] to the [Bank], unless the [Bank] disputes the amount payable. The amount in dispute will become payable within [thirty (30) days] of resolving the dispute in accordance with the Escalation Procedure or by arbitration in accordance with the terms set out in [Section 33.2] below.
27.2 For the avoidance of doubt, the [Bank] shall not be liable or reimburse to the [Contractor] under [Section 27.1] and [Section 27.3] any sum which:- (i) was claimable under insurance held by the [Contractor], and the [Contractor] has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the relevant insurance policy; (ii) when added to any sums paid or due to the [Contractor] under the Contract, exceeds the total Contract Price that would have been payable to the [Contractor] if the Contract had not been terminated by the [Bank]; or (iii) claims by the [Contractor] for loss of profit or consequential losses due to early termination of the Contract by the [Bank].
27.3 If this Contract is terminated pursuant to [Section 25.1 (viii)] by the [Bank] or by the [Contractor] pursuant to [Section 26 (iii)] due to an Event of Force Majeure, the [Bank] shall pay the [Contractor] for all [Services] satisfactorily completed as at the Termination Date. Payment will become due to the [Contractor] [thirty (30) days] from the date of submission of the evidence of the completion of the [Services] by the [Contractor] to the [Bank], unless the [Bank] disputes the amount payable. The amount in dispute will become payable within [thirty (30) days] of resolving the dispute in accordance with the Escalation Procedure or by arbitration in accordance with [Section 33.2].
27.4 If this Contract is terminated by the [Bank] pursuant to [Section 25.1], except for [Section 25.1 (viii], the [Contractor] shall be liable to and indemnify the [Bank] for all losses suffered by the [Bank] as the consequence of termination of the Contract in accordance with the terms and conditions set out in [Section 28] below. The [Bank] shall have the right to recover from the [Contractor] the amount of any loss suffered by the [Bank] resulting from the termination, including the cost reasonably incurred by the [Bank] of making other arrangements for the supply of the [Services] and any additional costs and expenses incurred by the [Bank] in connection with the breach of the [Contractor] taken into account any limitation of liability of the [Contractor] as set out in [Section 28] below and the obligations of the [Contractor] in connection with an [Intellectual Property Infringement], as set out in [Section 30].
27.5 If this Contract is terminated by the [Contractor] pursuant to [Section 26], except [Section 26 (iii), the [Bank] shall remain liable to pay to the [Contractor] all sums which have accrued due and owing to the [Contractor] under this Contract, taken into account any limitation of liability of the [Bank] as set out in [Section 29] below.
27.6 The [Contractor] will at its own cost and expense assists the [Bank] in orderly termination of this [Contract] and provides the [Termination Assistance] as may be necessary for the orderly, non-disrupted business continuation at the [Bank]. The termination or expiry of the Contract shall not affect the accrued rights or liabilities of either [Party].
28. Liability of the Contractor
28.1 Subject to the terms and conditions of Section 28.2 and Section 28.3 described below, the [Contractor] shall be liable and indemnify the [Bank] and keep the [Bank] indemnified for all actions, suits, claims, demands, losses, charges, damages, costs and expenses, taxes, penalties, and other liabilities incurred and/or suffered by the [Bank] arising from, out of or in connection with:- (i) any act or omission, whether negligent, tortious or otherwise of the [Contractor], its directors, officers, Personnel, employees, subcontractors or agents relating to matters contemplated in this Contract; and (ii) any breach by the [Contractor], its directors, officers, employees, subcontractors or agents of any of the [Contractor]’s obligation under this Contract.
28.2 The liability of the [Contractor] to the [Bank] shall not exceed the following sums:- (i) in respect of damage to [Bank]’s property, £[insert amount in numbers] (amount in words) for any one act or default; and (ii) in respect of non-performance, delay or other breach of the Contract, £[insert amount in numbers] (amount in words).
28.3 Subject to Section 28.4 below, the [Contractor] shall not be liable to the [Bank] under or in connection with this Contract for any indirect or consequential loss or damage including, loss of profit, loss of goodwill or loss of contracts or opportunity.
28.4 The limitation of liability set out in Section 28.2 shall not apply actions, suits, claims, demands, losses, charges, damages, costs and expenses, taxes, penalties, and other liabilities caused by:- (i) the fraudulent behaviour or misrepresentation of the [Contractor], its directors, officers, Personnel, employees, sub[Contractor]s or agents; or (ii) any death or injury to a person resulting from the [Contractor]’s, its directors', officers', Personnel' employees', sub-[Contractor]s' or agents' negligence; or (iii) any failure of the [Contractor], its directors, officers, Personnel employees, sub-[Contractor]s or agents to comply with any applicable law, rule or regulation; or (iv) any event where liability which cannot be limited under applicable law; or (v) an Intellectual Property Rights Infringement in connection with the [Services] or the [Materials]; or (vi) for misuse or disclosure of [Confidential Information].
29. Liability of the [Bank]
29.1 Notwithstanding any other provision of this Contract, the [Bank] shall not be liable to the [Contractor] under or in connection with this Contract for any loss or damage (outside the obligation of the [Bank] to pay the Contract Price for [Services] delivered by the [Contractor] in accordance with this Contract) whether direct, indirect, financial, economic, or consequential, whether or not caused by the negligent act or omission of the [Bank].
29.2 The limitation of liability in Section 29.1 shall not apply in relation to:- (i) any negligent act or omission of the [Bank] which gives rise to death or personal injury in connection with the Contract; or (ii) fraudulent misrepresentation, fraudulent concealment or other fraudulent action; or (iii) any other liability which cannot be excluded or limited under applicable law.
30. Intellectual Property Rights Indemnity
30.1 In addition to the [Contractor]’s liability set out in Section 28, the [Contractor] shall fully indemnify, hold harmless and, subject to the [Bank]’s privileges and immunities, defend the [Bank], against all actions, suits, claims, demands, losses, charges, damages, costs and expenses, taxes, penalties, and other liabilities arising from, out of or in connection with an Intellectual Property Infringement or an alleged Intellectual Property Right Infringement. The [Bank] shall give notice to the [Contractor] of any alleged infringement or any actual or threatened Intellectual Property Infringement to which this Section 30.1 may apply.
30.2 If any claim or allegation is made or appears likely to be made pursuant to Section 30.1, the [Contractor] may (at its own cost) and with the consent of the [Bank] (such agreement not to be unreasonably withheld) procure the right for the [Bank] to continue to use the infringing Material or software product on terms which are acceptable to the [Bank] or alternatively provide a modification or replacement to the same, provided such remedial action does not cause any material loss of functionality or performance than that originally contracted for.
30.3 In the event that the [Contractor] is unable to comply with Section 30.2 within thirty (30) days of receipt of the claim, the [Bank] may terminate the Contract with immediate effect by notice in writing pursuant to the terms set out in Section 25.1 (v).
31. Notices
31.1 Any notice or other communication given by one [Party] to the other pursuant to this Contract shall be in writing, sent by:- (i) first class mail; or (ii) by facsimile. Any notice given by facsimile shall be immediately confirmed by the sending of a copy of the notice or communication by ordinary first class mail.
31.2 Communications shall be sent to the address of the relevant [Party] referred to in this Contract or the facsimile number set out below or to such other address or facsimile number as may previously have been communicated to the other [Party] in accordance with this Section 31.2. Each communication shall be marked for the attention of the relevant person. The initial addresses and email addresses of the Parties are:-
|for the [Bank]: |for the [Contractor]: |
|European [Bank] for Reconstruction and Development |[full name of the [Contractor]] |
|One Exchange Square | |
|London EC2A 2JN |[address] |
|United Kingdom | |
|Attention: [name] |Attention: [name] |
|Tel: [phone number] |Tel: [phone number] |
| |Fax: [fax number] |
| | |
| | |
|With a copy to: | |
|Corporate Procurement Unit | |
|CPUinbox@ | |
31.3 A notice or communication shall be effective when:- (i) if sent by first class mail, the time when delivered to the recipient or at the expiration of five (5) clear days after the time of posting, whichever is earlier, or the date when transmitted in the case of facsimile; or (ii) on the notice's effective date, whichever is later.
31.4 The [Bank] and the [Contractor] shall be entitled to change their respective addresses set out in Section 31.2 by providing a written notice to the other [Party]. A [Party] may notify the other [Party] to this Contract of a change to its name, relevant person, address or facsimile number for the purposes of Section 31.2 such notification shall only be effective on:- (i) the date specified in the notification as the date on which the change is to take place; or (ii) if no date is specified or the date specified is less than three (3) clear days after the date on which notice is deemed to have been served.
32. The Escalation Procedure
Except as otherwise provided in this Contract, any dispute between the Parties shall be initially resolved by using the escalation procedure by either [Party] as follows (the "Escalation Procedure"):
i) upon the written request of either [Party], the [Bank's Representative] and the [Contractor's Representative] shall meet for the purpose of endeavouring to resolve such dispute within ten (10) days from the request of such meeting by a [Party];
ii) the [Bank's Representative] and the [Contractor’s Representative] will meet as often as necessary to gather and furnish to the other all information with respect to the matter in issue which is appropriate in connection with its resolution;
iii) the [Bank's Representative] and the [Contractor's Representative] will discuss the problem and negotiate in good faith in an effort to resolve the dispute and to try to avoid arbitration. The format for such discussions will be agreed by the [Bank's Representative] and the [Contractor's Representative] having regard to the nature and importance of the subject matter in dispute;
iv) if the [Bank's Representative] and the [Contractor's Representative] cannot resolve the dispute in thirty (30) days since the commencement of the Escalation Procedure, then the dispute will be escalated to the [Bank]’s [insert position] and [insert position] of the [Contractor] for their review and resolution; and
v) if the dispute cannot be resolved in accordance with the above, the Parties may, without prejudice to any other remedy permitted under this Contract, refer the dispute to arbitration in accordance with the provisions of Section 33.2 below, however, such arbitration may not be commenced until forty-five (45) days after the initial request to negotiate such dispute is made pursuant to Section 32 (i) above.
33. Governing Law and Dispute Resolution
33.1 This Contract shall be governed by and construed in accordance with English law. Any non-contractual obligations arising out of or in connection with this Contract shall be governed by and construed in accordance with English law.
33.2 Any dispute, controversy or claim arising out of, or relating to this Contract or the breach, termination or invalidity hereof or any non-contractual obligations arising out of or in connection with this Contract which cannot be amicably settled, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as in force and effect on the date of this Contract. There shall be one (1) arbitrator, and the appointing authority for the purposes of the UNCITRAL Rules shall be the LCIA (London Court of International Arbitration). The seat and place of arbitration shall be London, England and the English language shall be used throughout the arbitral proceedings. The Parties hereby waive any rights under the Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts of England or elsewhere. The arbitrator shall not be authorised to grant, and the [Contractor] agrees that it shall not seek from any judicial authority, any interim measures or pre-award relief against the [Bank], any provisions of the UNCITRAL Arbitration Rules notwithstanding.
33.3 Unless the [Bank] directs otherwise, the [Contractor] shall continue performing its respective obligations under this Contract while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions of this Contract.
33.4 Nothing in this Contract shall be construed as a waiver, renunciation or modification by the [Bank] of any immunities, privileges and exemptions of the [Bank] accorded under the Agreement Establishing the European Bank for Reconstruction for Development, international convention or any applicable law. Notwithstanding the foregoing, the [Bank] has made an express submission to arbitration under Section 33.2 of this Contract and accordingly, and without prejudice to its other privileges and immunities (including, without limitation, the inviolability of its archives), it acknowledges that it does not have immunity from suit and legal process under Article 5 (2) of Statutory Instrument 1991, No. 757 (The European [Bank] for Reconstruction and Development (Immunities and Privileges) Order 1991), or any similar provision under English law, in respect of the enforcement of an arbitration award duly made against it as a result of its express submission to arbitration pursuant to Section 33.2 of this Contract.
34. Survival
Termination or expiration of all or part of this Contract shall not affect either of the [Party]'s accrued rights or liabilities or affect the coming into force or the continuance in force of Sections 9-11, 17.2, 18 and 27-33 which shall continue to be in force on or after the termination or expiration of the Contract.
35. Miscellaneous
35.1 This Contract supersedes any previous conditions, understandings, commitments, agreements or representations (except fraudulent misrepresentations) whatsoever whether oral or written, and represents the entire understanding between the Parties, in relation to the subject matter of this Contract.
35.2 Each [Party] acknowledges and agrees that the provisions of this Contract have been the subject of discussion and negotiation and, with particular reference to any exclusion clauses set out herein, are fair and reasonable having regard to the circumstances as at the date of this Contract.
35.3 Neither [Party] shall be entitled to assign or transfer its rights or obligations under this Contract to any third [Party] without the prior consent of the other [Party]. This Contract shall be binding upon the successors and permitted assigns of the [Contractor].
35.4 No omission to exercise or delay in exercising on the part of any [Party] to this Contract any right, power or remedy provided by law or under this Contract shall constitute a waiver of such right, power or remedy or any other right, power or remedy or impair such right, power or remedy. No single or partial exercise of any such right, power or remedy shall preclude or impair any other or further exercise thereof or the exercise of any other right, power or remedy provided by law or under this Contract. Any waiver of any right, power or remedy under this Contract must be in writing and may be given subject to any conditions thought fit by the grantor. Unless otherwise expressly stated any waiver shall be effective only in the instance and only for the purpose for which it is given.
35.5 All expenses incurred by or on behalf of the Parties (including all fees of agents, solicitors and accountants employed by either of the Parties) in connection with the negotiation, preparation and execution of this Contract shall be borne solely by the [Party] which incurred them.
35.6 Notwithstanding that the whole or any part of any provision of this Contract may prove to be illegal or unenforceable the other provisions of this Contract and the remainder of the provision in question shall remain in full force and effect.
35.7 The [Bank] may at any time, without notice to the [Contractor], set off any liability of the [Contractor] to the [Bank] against any liability of the [Bank] to the [Contractor], whether any such liability is present or future, liquidated or unliquidated, under this Contract or not and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies, the [Bank] may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the [Bank] of its rights under this Section 35.7 shall be without prejudice to any other rights or remedies available to it under this Contract or otherwise.
35.8 No variation to this Contract shall be of any effect unless it is agreed in writing and signed by or on behalf of each [Party].
35.9 Each [Party] shall at all times act as independent parties and nothing contained in this Contract shall be construed or implied to create an agency or partnership. Neither [Party] shall have the authority to agree to or incur expenses on behalf of the other except as may be expressly authorised by this Contract.
35.10 Provided that the terms and conditions of this Contract do not prescribe otherwise, nothing in this Contract is intended to confer on any person any right to enforce any term of this Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
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