Section – general conditions of contract

Standards Committee Model Maintenance Contract for CCTV Systems System Photo if available SECTION 1. – GENERAL CONDITIONS OF CONTRACT. 1.1 PROJECT DESCRIPTION This should be a complete description of your CCTV system including : The purpose for the system being installed, ownership of the system, location of the control centers, type of transmission system, type of control equipment, and references to any other information such as schematic drawings and the location of detailed equipment documentation. 1.2 SCOPE OF WORKS. This is a full description of the works that you require to be complete i.e. 1.2.1. The planned preventive maintenance and fault repair including all parts and components of the ……………….cameras, viz :- Cameras, lenses, housings, wipers, heaters, pan/tilt heads, telemetry receivers, interconnecting cabling and wiring. Camera mounting posts, brackets, conduits and protective covers. Power supplies to camera sites from the Electricity Company cut out. 1.2.2. The planned preventative maintenance and fault repair including all parts and components of the ……….control room equipment, viz :- Monitors, video recorders, multiplexers, video printers, video matrix, control system, keyboards, tape degausser, cooling fans, interconnecting cabling and wiring. Power supplies to CCTV equipment and BT racks. Functional repairs to consoles and equipment racks. The planned preventive maintenance and fault repair of any equipment located outside of the CCTV control room i.e. equipment housed within the Police Station. 1.2.3. Exclusions from the Maintenance Agreement. This should be a comprehensive list of the items of equipment and the functions which are not required to be included on the contract i.e. Control room structures and fabrics. Any street cabinets supplied by other contractors such as British Telecom. Police communications equipment. 1.2.4. Repair of any Defects. List under this heading any defects that have been found between the end of the installation process and the commencement of this maintenance contract that you require to be repaired. The Contractor will be required to carry out any defect repairs and undertake a full preventative maintenance service at the commencement of the Maintenance Contract, such that all defects are repaired and the system returned to optimum operating performance within 12 weeks of the award of the contract. 1.3. MAINTENANCE PERIOD This agreement has been prepared to cover the maintenance requirements for a period of …. years and is subject to renewal each and every anniversary date. It is suggested that this is a five year period. 1.4. CONFIDENTIALITY The Contractor shall not divulge any details of the CCTV system to any third party, either verbal or written, without the written permission of the purchaser and the CCTV partners. The Contractor shall, at all times, respect and adhere to the Purchasers’ Code of Practice relating to the operation and management of the CCTV system. 1.5. DEFINITIONS In construing these general conditions and the specification, the following words shall have the meanings herein assigned to them unless there is something in the subject matter or context inconsistent with such construction. The ‘Contract’ shall mean the agreement between the Purchaser and the Contractor for the maintenance of the equipment howsoever made, including therein all documents to which reference may properly be made in order to ascertain the right and obligations of the parties under the said agreement. The ‘Contractor’ shall mean the Tenderer whose tender has been accepted by the Purchaser, and shall include the Contractor’s legal personal representatives, successors, and permitted assigns. The ‘ Purchaser’ shall mean the …………………..and shall include the Purchaser’s legal personal representatives, successors and assigns. The ‘Purchasers Agent’ shall include the CCTV partners. The ‘Contract Period’ shall be …… years, subject to the provisions of General Conditions. The ‘Contract Price’ shall mean the total Maintenance Charges, which shall be fixed price, applicable to the provisions of the Maintenance Services to be performed during the Contract Period. ‘Equipment’ shall mean the items of equipment set out in the Schedule of Equipment at Appendix Number 1. The ‘Installation Site’ shall mean the actual place or places where the Maintenance Services are to be performed by the Contractor. The ‘Maintenance Services’ shall mean all maintenance and fault rectification works to be done by the Contractor under the Contract for the maintenance. ‘Qualified Operators’ shall mean persons who have received a course of training in the use and operation of the equipment. The ‘Specification’ shall mean the Maintenance Specification annexed to or issued with these general Conditions. The ‘CCTV Partners’ shall mean the Local Authority Partners, Businesses and Police Authorities involved in the partnership. The ‘Sub-Contractor’ shall mean any person to whom any part of the contract has been sub-let with the consent in writing of the Purchaser, and the legal representatives, successors and permitted assigns of such person. ‘Writing’ shall include any manuscript, typewritten or printed statement, under seal or hand as the case may be. Words importing persons shall include firms and corporations. Words importing the singular only shall also include the plural and vice versa. SITE INSPECTION The Contractor shall be deemed to have examined the Installation Site and the General Conditions and Specification, with the Schedule of Equipment as annexed thereto and referred to therein. ASSIGNMENT BY CONTRACTOR The Contractor shall not without the consent in writing of the purchaser, which shall not be unreasonably withheld, assign or transfer the Contract or the benefits or obligations thereof or any part thereof to any other person, provided that this shall not affect any right of the Contractor to assign, either absolutely or by way of charge, any monies due or to become due to him under the Contract. 1.7.2 The Contractor shall not, without the consent in writing of the Purchaser, which shall not be unreasonably withheld, sub-let the Contract or any part thereof, or make any sub-contract with any person or persons for the execution of any portion of the Maintenance Services but the restriction contained in this clause shall not apply to sub-contractors for materials, for minor details, or for any part of the Maintenance Services of which the makers are named in the Contract. Any such consent shall not relieve the Contractor from his obligations under the Contract. 1.8 USE OF SERVICES The Contractor shall be entitled to free use so far as reasonable for the purposes of the Maintenance Services such supplies of electricity , water and gas as may be available therefore on the Installation Site. DEFAULTS AND TERMINATION OF AGREEMENT If the Contractor fails to execute the Maintenance Services or any part thereof with due diligence and expedition, or shall refuse or neglect to comply with any reasonable orders given him in writing by the Purchaser in connection with the Maintenance Services, or shall contravene any provision of the Contract, the Purchaser may give seven days notice in writing to the Contractor to make good the failure, neglect, or contravention complained of. Should the Contractor fail to comply with the notice within seven days from the date of service thereof in the case of a failure, neglect or contravention capable of being made good within that time, or otherwise within such time as may be reasonably necessary for making it good, then and in such case the Purchaser shall be at liberty to employ other workmen, and forthwith execute such part of the Maintenance Services as the Contractor may have failed or neglected to do. The Contractor will be responsible for the full costs of such works. The Purchaser shall have the right to terminate the Maintenance Agreement at any time, if the Contractor does not perform the maintenance works in a reasonable and acceptable manner. Termination of the Agreement shall be effective three months from the serving of written notice on the Contractor by the Purchaser. Following termination of the Contract, the Contractor shall only be entitled to payment for works carried out to the Purchaser's satisfaction, up to the date of termination of the Contract. The Purchaser shall have the right to terminate the Maintenance Agreement on any anniversary of the date of this Agreement. Termination of the Agreement shall be effective three months from the serving of written notice on the Contractor by the Purchaser. Following termination of the Contract, the Contractor shall only be entitled to payment for works carried out up to the date of termination of the Contract. The Contractor shall have the right to terminate the Maintenance Agreement should the Purchaser fail to make payments as required under the terms of the Agreement. Termination of the Agreement shall be effective three months from the serving of written notice on the Purchaser by the Contractor. INSOLVENCY OF CONTRACTOR If the Contractor shall become bankrupt or insolvent, or have a receiving order made against him, or, compound with his creditors, or being a corporation commence to be wound up, not being a members voluntary winding up for the purpose of reconstruction or amalgamation, or a receiver be appointed for the benefit of its creditors or any of them, the Purchaser shall be at liberty either: - to terminate the Contract forthwith by notice in writing to the Contractor or to the receiver or liquidator or to any person in whom the Contractor may become vested, and to act in the manner provided in Clause 1.7 as though the last mentioned notice had been the notice referred to in such clause and the Maintenance Services had been taken out of the Contractor's hands, or to give such receiver, liquidator, or other person the option of carrying out the Contract subject to his providing a guarantee for the due and faithful performance of the Contract up to an amount to be agreed. SITE ACCESS The Purchaser shall afford access to the Installation Site to the Contractor at the times stated in the Specification or other times by arrangement. In the execution of the Maintenance Services, the Contractor shall not authorise or purport to authorise any person other than his approved employees and sub- contractors and their employees to come upon the Site, except by the written permission of the Purchaser. DELEGATION BY PURCHASER The Purchaser may from time to time delegate any of the powers, discretions, functions and authorities vested in him and may at any time revoke any such delegation. Any such delegation or revocation shall be in writing signed by the Purchaser and, in the case of a delegation and the person or persons to whom the same are delegated. No such delegation or revocation shall have effect until a copy thereof has been delivered to the Contractor. 1.13 CONTRACTOR'S WORKFORCE 1.13.1 The Contractor shall employ competent Qualified Operators, whose name or Names shall have been previously communicated in writing to the Purchaser by the Contractor, to carry out the Maintenance Services on the Installation Site. Any orders or instructions, which the Purchaser may give to the said Qualified Operators of the Contractor, shall be deemed to have been given to the Contractor. The Contractor's operators shall be subject to the security vetting procedures noted at Clause 1.24 1.13.2 The Purchaser shall be at liberty by notice in writing to the Contractor to object to any representative or person employed by the Contactor in the execution of the Maintenance Services who shall, in the opinion of the Purchaser, misconduct himself or be incompetent or negligent, and the Contractor shall forthwith remove such person from the Installation-Site and the Purchaser shall not be liable to the Contractor or any other person for any costs or losses of same . OF CONTRACTOR'S RESPONSIBILITY The Contractor shall not be responsible for any failure or delay or consequence thereof in the performance of any of its obligations under this Contract owing to fire, strike, lock-out, flood, accident, shortage of fuel, loss of electrical power, embargo, act, refusal of licence, demand or requirement of any government or any government department or agency as a consequence of war or of hostilities of armed conflict (whether war be declared or not) or to any other cause whatsoever beyond the Contractor's reasonable control or the after effects of any of the foregoing and whether the same take place or have effect in the United Kingdom or elsewhere. If any such delay occurs then any delay exceeding five days the Contractor shall allow a pro-rata rebate of the Maintenance Charge for each contract day lost. The Contractor shall indemnify the Purchaser and the CCTV Partners in respect of all damage to any property or injury to or death of any person against all actions, suits, claims, demands, costs, charges and expenses arising in connection therewith which shall be occasioned by the negligence or willful default of or breach of statutory duty by the Contractor or any sub-contractor he may employ. The Contractor will not be liable for and the Purchaser will hold the Contractor harmless against any claim in respect of loss, injury or damage to property or persons directly or indirectly caused by or arising from the Purchaser's or the CCTV Partners negligence (including the use of any part of the system otherwise than in accordance with the manufacturer's operating instructions or by persons other than Qualified Operators) or default (including any breach or non-compliance with any term of this Contract, any delay, any wrong information and any lack of required information) . 1.14.4 The Contractor will not be liable for loss of profits or for any indirect or consequential loss or damage caused by or arising from any of the causes matters or things set out in clause 1.12.3 above.

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