DRAFT CONTRACT FOR PENWITH LANDSCAPE PARTNERSHIP FARMING FUTURES PROJECT 3.2 PROJECT DELIVERY

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1 Appendix 3: DRAFT CONTRACT FOR PENWITH LANDSCAPE PARTNERSHIP FARMING FUTURES PROJECT 3.2 PROJECT DELIVERY Between Client and Contractor Services/Works Ref.: PLP This agreement is made on the [insert date] Between And Cornwall Wildlife Trust (on behalf of ) Five Acres Allet Truro Cornwall TR4 9DJ [Hereinafter called the Client] [Name and address of Contractor] [Hereinafter called the Contractor] This agreement will be carried out under the direction of and administered by Patricia Richmond, Penwith Landscape Partnership Programme Manager. NOW IT IS HEREBY AGREED That upon the Conditions of Contract attached hereto as Appendix 1 and the Schedule of Services attached hereto as Appendix 2 1. The Contractor will perform for the Client the services listed in the Schedule of Services in respect of Farming Futures Project 3.2 Project Delivery 2. The Client will pay the Contractor on demand for the services provided, fees and expenses as indicated below; in accordance with the following provisions: 2.1. The Contractor shall deliver invoices in the instalments and on the dates or in the circumstances indicated below. Fees so invoiced shall be due to the Contractor on the date of receipt by the Client of the invoice. If sent by post, the invoice shall be deemed to have been received two working dates after posting Not later than 5 days after the date of receipt of an invoice in accordance with clause 2.1 hereof, the Client shall acknowledge receipt of the invoice and give notice to the Contractor specifying the amount [if any] of the payment to be made and the basis on which that amount is calculated The Final Date for Payment of any sum due from the Client to the Contractor shall be 28 days after the sum becomes due Any notice given by the Client of intention to withhold payment shall be given not later than 7 days before the Final Date for Payment of any sum due to the Contractor. Fees The total amount of fees and expenses is [ xxxxxxx] excluding VAT The Contractor is VAT registered VAT registration number: XXXXXXX 1

AS WITNESS the hands of the parties hereto Signed for and on behalf of the Client In the

2 All invoices for fees and expenses must be submitted quarterly according to a timetable agreed with CWT at the commencement of the contract. AS WITNESS the hands of the parties hereto Signed for and on behalf of the Client In the presence of (Signature, name and address) Signed for and on behalf of the Contractor In the presence of (Signature, name and address) 2

3 Appendix One Conditions of Contract Farming Futures (Project 3.2) - Project Delivery Draft Conditions of Contract Cornwall Wildlife Trust (hereby called the client ) is a conservation charity which: acquires and manages nature reserves for their wildlife, amenity and landscape values; and works in partnership with farmers, land owners and fishermen to support wildlife friendly management through initiatives such as its Living Landscapes and Living Seas projects. The supplier. (hereafter called the contractor ) is the supplier of goods/services set out in the Specification of Requirements subject to the terms and conditions set out in the ITT and other documents. Intentions of the parties: 1. Contractor s obligation To carry out and complete the services with reasonable skill, care and diligence in accordance with the normal standards of the profession. The contractor will act on behalf of the client in the matters set out or implied in the Schedule of Services. 2. Client s representatives [contract administrator] duties Unless otherwise informed in writing the contract administrator will be the person who originated the tender. The contract administrator will issue any information necessary and confirm all instructions in writing. Only the contract administrator or their delegated assistant are authorised to issue instructions or variations to the contractor. 3. Contractor s responsibilities The contractor will visit farms and other sites within the (PLP) area at intervals appropriate to the progress of the project. The contractor is responsible for obtaining statutory consents and liaising with the consenting authorities relevant to the services as specified. The contractor is responsible for carrying out all risk assessments on site. Commencement and completion: 4. Commencement and completion dates The contractor shall not commence any services without the written consent of the client. The contractor will complete the services within the period stated in the specification or otherwise agreed in writing with the client. The contractor will obtain the authority of the client before initiating any stage of the service. The contractor will report to the client as early as possible the risk of any potential variations in the timing of the services or expenditure involved which may arise from time to time and the reasons for such potential variations. 5. Completion of services The contractor will notify the client when in his opinion the services or works have reached completion. When the client agrees that the services or works have reached completion, this will be confirmed in writing. 6. Damages for non-completion If the services have not been completed by the stated completion date, then the contractor will be liable to pay the client damages at the rate of [Contract day rate] per day. 3

4 Control of the works: 7. Assignment The contractor shall not assign the whole or any part of the services without written consent of the client. 8. Sub-contracting The contractor shall not sub-contract the whole or any part of the services without written approval of the client. Such approval shall not be unreasonably withheld. Any sub-contract agreement is purely between the contractor and the sub-contractor. The client will answer any queries through the contractor and will not be a party to any dispute arising between the contractor and sub-contractor. Where a sub-contractor is appointed by the contractor, the contractor shall be held liable for the work of the sub-contractor. The contractor will have the responsibility to co-ordinate and integrate into the overall project delivery the services provided by any sub-contractor. 9. Contractor s representative The contractor shall appoint a competent person to be in charge of the services. Any instruction issued to the competent person shall be deemed to be issued to the contractor. 10. Exclusion from the services The client may, for any reasonable reason, instruct the contractor to exclude any person employed by the contractor, or by any sub-contractor, from the services. 11. Client s [contract administrators] instructions The contractor will carry out all instructions issued by the client. If the instruction conflicts with the original specification, the instruction takes precedence. Any verbal instruction will be confirmed in writing within two days. 12. Variations The client may at any point in the contract instruct variations to the specification, the order of the services or works, the period over which the services or works are carried out, any reasonable additional services or works, omission of any services or works not carried out, or other alterations to the specification as may be deemed reasonable. Any such variations will be valued using original tender rates wherever possible. If variations fall outside original tender rates the contractor should inform the client of any additional costs, which will be agreed prior to those services or works commencing. 13. Third Party Agreements The contractor is responsible for ensuring that any payments made to private owners that contribute to achieving the aims of the contract are formalised by a Third Party Agreement. Such as agreement should clearly define the outcomes to be delivered on private land and secure management and maintenance of capital works from the expected date of the work s completion until 2033 (i.e. 10 years after the completion of the PLP Scheme). 14. Buying goods, works and services The contractor is required to comply with the client s requirements regarding the procurement of goods, works and services (as set out in guidance from the Heritage Lottery Fund relating to the use of public money). 15. Property and intellectual property All reports produced under this contract and/or in relation to it will be owned by the client, Cornwall Wildlife Trust, acting on behalf of the and are not to be distributed or published (in whatever form) without prior permission. The contractor is free to reference their work under this contract. The client will acknowledge the work of the contractor when disseminating the outputs of the project. The contractor will not benefit from any intellectual property rights arising from the delivery of the project. 4

5 16. Publicity and acknowledgement The contractor is required to meet any acknowledgement of funding or publicity requirements in line with the Heritage Lottery Fund s requirements set out in its How to acknowledge your grant booklet. Payment: 17. Fixed price The contract price is a fixed price. The contract price will not be varied to take account of any change in cost to the contractor of labour or other inputs. 18. Payments The client shall pay the contractor for his services in accordance with paragraph 2 of this contract, save that in the event of termination or suspension of the commission, the contractor shall be entitled to payment pro rata for all work carried out to the date of termination or suspension which has not already been paid for. Invoices will be submitted in accordance with the agreed payment schedule within 14 days of the completion of services or works, unless otherwise agreed in writing. Statutory obligations: 19. Statutory obligations, notices, fees and charges The contractor will comply with any statute or bylaw applicable to the services or works. If the contractor finds any divergence between the services or works and any statute or bylaw then the duty of the contractor to comply with statute or bylaw will take precedent over the agreement to complete the services or works. In such an event, the contractor will notify any such divergence to the client in writing immediately and any required variation to the contract will be discussed and agreed in accordance with clause 12 above. 20. Value Added Tax The client will pay to the contractor any VAT properly chargeable for the services or works. If a tender / quotation is made that fails to detail VAT then the client will make payments on the basis that the contractor is not VAT registered. Injury, damage and insurance: 21. Employers, public and professional liability insurances The contractor shall be liable for any claim in respect of the death or injury of employees, sub-contractors, client's representatives or any third party, or damage to property caused during the contract period either by the action or inaction of himself or any of his employees or sub-contractors. The contractor shall indemnify the client against such claims except where such claims arise out of the negligence of the client. The contractor shall take out and maintain appropriate insurances for the duration of the contract. 22. Level of insurance cover The level of insurance cover referred to will be not less than 5 million for Employers Liability insurance, 5 million for Public Liability insurance and 2 million for Professional Indemnity insurance unless otherwise agreed in writing with the client. The risks associated with all machinery and any other equipment brought on to site during this contract are with the contractor. 23. Evidence of insurance The contractor will produce such evidence as the client may reasonably require to confirm that insurances have been taken out and are in force for the contract period. 5

6 24. Damage to property The contractor shall take all reasonable precautions to ensure that his operations do not damage buildings, wells, gates, fences, hedges, drains, watercourses, roads, rides, tracks, paths or any other property of the owners or any third party and shall be liable for any avoidable damage thereto and shall make good any such damage so as to reinstate the property to the same condition as it was before work commenced and to the owner s satisfaction. 25. Health and safety The contractor shall ensure that all employees and sub-contractors comply with all legal requirements and regulations with regard to health and safety. Training The contractor shall ensure that all operators working on operations under the agreement have received all necessary training and instruction and hold the relevant qualifications to enable them to use all tools, equipment, materials, machinery, and vehicles in a safe and competent manner. The contractor shall ensure that all relevant Personal Protective Equipment is used and in good condition. Risk assessment The contractor shall carry out risk assessments as required under the Management of Health and Safety at Work Regulations 1992 and shall make copies of these available to the client and where relevant to the owner of the site if requested. 26. Malicious damage or theft The contractor, at his own expense, shall make good all loss or damage arising from theft or malicious damage before completion of the services. 27. Determination Grounds for determination by client If the contractor fails to proceed diligently with the services or fails to deliver the services in accordance with Schedule of Services or wholly or substantially suspends the services without good reason before completion If the contractor fails in his duty to comply with health and safety legislation If the contractor becomes bankrupt and/or insolvent and/or becomes directly involved in any proceedings associated with bankruptcy or insolvency e.g. compositions or arrangements with creditors and/or appointment of [provisional] liquidator and/or winding-up order made and/or voluntary winding-up order passed and/or appointment of administrative receiver. Grounds for determination by contractor If the client fails to make payments properly due and in accordance with this agreement If the client wholly or substantially suspends the services or works for a continuous period of three months or more without good reason If the client becomes bankrupt and/or insolvent and/or becomes directly involved in any proceedings associated with bankruptcy or insolvency e.g. compositions or arrangements with creditors and/or appointment of [provisional] liquidator and/or winding-up order made and/or voluntary winding-up order passed and/or appointment of administrative receiver. Any notice to determine the contract must be made to the other party in writing specifying the default and requiring it to be ended within one week. If the default is not ended then a further notice may be sent in writing to determine the contract under the agreement. 28. Settlement of disputes Arbitration In the event of a dispute arising under this agreement, either party may give notice at any time to the other of his intention to refer the dispute to adjudication. The client and the contractor shall each pay half the cost of any arbitration procedure entered into. 29. Law The law of England shall be the proper law of this agreement. 6

7 Appendix Two Schedule of Services [Insert ITT Specification of Requirements and Contractor s Proposal] 7

1 In these Domestic Sub-Contract Conditions the following expressions and terms shall have the meanings given below:

1 In these Domestic Sub-Contract Conditions the following expressions and terms shall have the meanings given below: DOMESTIC SUB-CONTRACT CONDITIONS These are the Domestic Sub-Contract Conditions referred to by the Articles of Agreement to which they are attached. In the event that these Domestic Sub-Contract Conditions