1 CONTRACTORS RESPONSIBILITIES
1.1 The Contractor shall exercise in the performance of his obligations under this Agreement all reasonable skill, care and diligence which may reasonably be expected of a contractor experienced in carrying out work comparable in size, scope, complexity and purpose to the Works;
1.2 Without prejudice to 1.1, carry out and complete the Works in accordance with the Contract Documents using materials and workmanship of the quality and standards therein specified, provided that the Employer’s Agent approves the quality of materials or the standards of workmanship where such approval is required.
1.3 The Contractor will complete the Works by the Date of Completion (as amended by clause 6).
1.4 Any subcontractors must be approved by the Employer’s Agent before the Works commence.
1.5 The Contractor must comply with all relevant statutory Health & Safety requirements / best practice and abide by the Millbrook Healthcare Code of Conduct.
1.6 The Contractor is responsible for any damage he may cause to the Employers premises, its contents or to any neighbouring properties.
1.7 The Contractor shall comply with the requirements of all relevant Acts of Parliament, and other regulations or codes of practice made under any Act of Parliament, and the regulations and bye-laws of any local authority, national or public utility company or other authority affected by the Works, or with whose system any installations on the Site are or will be connected. In particular the Contractor shall unless indicated in this Agreement obtain every licence, permission or authority required for the execution of the Works and shall pay the fees or charges payable by law under such Acts, regulations and bye-laws in respect of the Works.
2 EMPLOYERS RESPONSIBILITIES
2.1 The Employer must provide reasonable access to all relevant work areas of the Site.
2.2 Before the Work commences the Employer shall tell his household insurers (if any) that he is about to have work done at the Site.
2.3 The Employer shall inform their household insurers (if any) they have had building alterations carried out and/or a stair lift fitted at the property.
3 SITE CONDITION AND SECURITY
3.1 The Contractor must store away his tools and equipment and ladders at the end of each working day leaving the working areas in a clean and tidy condition free of any rubbish.
3.2 Upon completion of the works the Contractor shall ensure that the Site is left in a good and clean condition, cleared of all unused building material, site debris and plant and equipment. Practical Completion shall not occur until the Site has been cleared.
3.3 Where the Site is unoccupied the Contractor shall from the Commencement Date and throughout the progress of the Works take full responsibility for the security of the Site. Where the Site is occupied the Contractor shall be responsible to liaise with the Employer to ensure that the Site is secure. The Contractor shall be responsible for the safety of all persons who come into contact with the Works, and shall keep the Site in an orderly state appropriate to the avoidance of danger to all persons entitled to be on the Site, the public and adjoining owners and occupiers.
3.4 The Contractor must provide all services necessary for the proper execution of the Works including lighting, power, sanitary and welfare facilities unless otherwise agreed. The Contractor will not disconnect, cut off, nor in any way disrupt the supply of mains services to the Site without approval of the Employer.
4 CONTRACTORS INSURANCE AND INDEMNITY
4.1 The Contractor shall indemnify the Employer and take out and maintain until the Date of Practical Completion of the Works insurance in the sum of not less than £2,000,000 against any claim and costs in connection herewith in respect of any personal injury to or death of any other person or any damage to property or persons other than the Contractor arising in consequence of the carrying out of the construction of the Works or the negligence or breach of duty of the Contractor its servants or agents or of any circumstances within the Contractor’s control.
4.2 The Contractor shall have “All Risks” insurance for the Works and all materials delivered to the Site for use in the construction of the Works until Practical Completion for an amount sufficient to cover reinstatement of the Works and materials delivered from time to time to the Site and a reasonable amount to cover professional fees.
5 PROGRAMME OF WORKS
5.1 The Contractor should provide if requested by the Employer’s Agent a programme for the Works prior to commencement. Unless otherwise agreed by both Parties the Works are to be carried out during normal working hours of 8:00am to 6:00pm, Monday to Friday, excluding Public and Bank Holidays.
6 EXTENSION OF TIME AND DAMAGES FOR NON-COMPLETION
6.1 The Contractor will notify the Employer’s Agent immediately when it becomes apparent that the Works will not be finished by the Date of Completion, together with the extent and reason for the delay. With agreement of the Employer, the Employer’s Agent, at his discretion, shall grant an extension of time and postponement of the Completion Date in circumstances where delay is beyond the Contractor’s reasonable control, including any delay caused by the Employer or the Employer’s Agent.
7 CHANGING THE WORKS
7.1 Only the Employer’s Agent on behalf of the Employer can change the Works. Changes will be dealt with as follows:
7.1.1 If the changes increase the amount of work or cost of an item shown in the Contract Documents then the Contractor will provide a quotation for such extra work or cost and the time involved. The Employer’s Agent will then decide whether to go ahead with the changes. If the Employer’s Agent agrees the changes he will instruct the Contractor to carry out the changes in writing and the Contract Sum will be increased accordingly;
7.1.2 If the changes reduce the amount of work or cost of an item shown in the Contract Documents the Contract Sum will be reduced in accordance with the Contract Documents.
8.1 The Employer’s Agent of behalf of the Employer will oversee the Works and inspect at his or her discretion to assess the workmanship, suitability of materials and adherence to the Contract Documents but will not be liable for the supervision of labour and materials, progress or programme of the Works, which will be the sole responsibility of the Contractor.
9 PRACTICAL COMPLETION AND THE DEFECTS LIABILITY PERIOD
9.1 The Employer’s Agent shall certify the date when in his opinion the Works have reached Practical Completion. For the avoidance of doubt Practical Completion means completion of the Works notwithstanding the existence of snagging items which for the purposes of this clause 9 shall mean any items of a minor nature which do not affect the health and/or safety of any person using the completed Works and/or the site of the completed Works, the beneficial use of the completed Works and/or the beneficial occupation of the site of the completed Works, which items it is normal to include in a list of snagging items.
9.2 Any defects or other faults which appear within twelve months of the date of Practical Completion and are due to materials or workmanship not being in accordance with this Agreement or the Contract Documents shall be made good by the Contractor entirely at his own cost unless the Employer’s Agent shall otherwise instruct.
9.3 The Employer’s Agent shall certify the date when in his opinion the Contractor’s obligations under Clause 9.2 have been discharged.
10 AGREEMENT DETERMINATION
10.1 The Employer may terminate this Agreement at any time on 7 days’ notice in writing to the Contractor.
10.2 Without prejudice to any other rights or remedies of the Employer, the Employer may terminate this Agreement with immediate effect on written notice to the Contractor in the event of the Contractor:
10.2.1 Making a composition or arrangement with his creditors; or having a proposal for a voluntary arrangement for a composition of his debts or scheme of arrangement approved in accordance with the Insolvency Act 1986 (as amended by the Insolvency Act 2000), or having an application made under the Insolvency Act 1986 (as amended by the Insolvency Act 2000) to the Court for the appointment of an administrator; or having a winding-up order made or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding up passed or having a provisional liquidator, receiver or receiver and manager of his business or undertaking duly appointed; or having an administrative receiver, as defined in the Insolvency Act 1986 (as amended by the Insolvency Act 2000), appointed or having possession taken, by or on behalf of the holders of any debentures secured by a floating charge or of any property comprised in or subject to the floating charge; 10.2.2 Where the Contractor fails to act in accordance with the Millbrook Healthcare Code of Conduct; or
10.2.3 Committing any fraud or any other unlawful or criminal act in respect of his performance of the Works.
10.3 If the Employer terminates this Agreement the Contractor shall immediately upon the termination secure and protect the Works. Termination by the Employer under this Clause shall be without prejudice to any other right or remedy of either party in respect of anything done by the other before termination.
11.1 Any dispute or difference arising from this Agreement shall be discussed firstly with the Employer’s Agent in order to seek resolution. If the Employer and the Contractor are unable to reach agreement within 21 calendar days from the date that the Employer’s Agent was consulted, and if the Parties agree to the costs, the matter may be referred to Employer’s Agent who will arrange for an impartial mediation.
11.2 In the event that either party does not agree to take part in an impartial mediation or in the event that the mediation does not resolve the matter, the parties hereto irrevocably agree that the Courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Agreement, and for such purpose the parties irrevocably submit to the jurisdiction of the English Courts.
12.1 The Contractor shall not assign, subcontract, charge or transfer any right or obligation under this Agreement to any other person without the consent of the Employer.
13.1 When the Employer’s Agent certifies that the Works have reached Practical Completion (if the Employer is not paying by instalments), or when the Employer’s Agent certifies that each stage of the work is complete to the standard outlined in clause 9.1 (if the Employer is paying by instalments), the Contractor will invoice the Employer for the amount due for the Works certified by the Employer’s Agent taking into account and changes made under clause 7. The invoice will be itemised and show the rate of VAT charged on each item.
13.2 If the Employer’s Agent is satisfied that the invoice details are correct, the Employer will pay the amount of the invoice no later than 30 days after receiving it from the Contractor.
14 PRODUCT GUARANTEES, WARRANTIES AND INFORMATION
14.1 The Contractor will obtain and provide to the Employer within 21 calendar days of the date of Practical Completion all appropriate warranties, guarantees, reports, certificates in favour of the Employer relating to the Works including obtaining those from specialist suppliers, subcontractors and installers involved in the Works.
15 PLANNING PERMISSIONS, BUILDING REGULATIONS AND PARTY WALLS
15.1 The Employer’s Agent has applied, or will apply, for planning permission, building regulations approval and assist the Employer in obtaining any party wall consents that may be needed.
15.2 The Contractor will not start work at the Site before any planning permission, building regulations approval and party wall consents that are needed have been received from the Employer’s Agent.
16 PROPERTY IN MATERIALS AND GOODS
16.1 The property in materials and goods intended for the Works shall vest in the Employer immediately upon delivery to the Site by or on behalf of the Contractor.
Version 3 – March 2018