Vol3 Z Clauses

7/23/2019 Vol3 Z Clauses

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Strategic AllianceAgreementFramework

Volume 3

September 2013 Version 1.0

NEC Z Clauses



Document Structure

The structure of the document set is as a list of clauses. This document sets out theadditional conditions which would appl to !ro"ect Contracts under NEC #odel $orm todeli%er Construction &or's and Ser%ices

Scope

This section details the additional terms and conditions of the NEC model form contract.

(t should be read with the )e*uirements for other aspects of the !roduct and Ser%ice

and particularl the NEC contract documents and Strate+ic ,lliance within Volume 3.

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Z Clauses



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Ministry of Justice – Strategic Alliance

NEC3 Z clauses

Option Z: Additional conditions of contract

Please note tat tese Z clauses a!e "een pro#uce# "efore NEC as pu"lise# amen#mentsto reflect te canges ma#e to te $ousing %rants Construction an# &egeneration Act '(()

"y te *ocal Democracy+ Economic De!elopment an# Construction Act '((), Accor#ingly+ te

MoJ reser!es te rigt to up#ate tese amen#ments to reflect te approac ta-en "y NEC,

Z,' .#entifie# an# #efine# terms

-31 Confi#ential .nformation means the Client/s Confidential (nformation andor the

Contractor/s Confidential (nformation as further defined in clause Z..

-32 Contractor/s Personnel means all emploees a+ents consultants and

Subcontractorssubconsultants of the Contractor.

-33 Cro0n means the 4o%ernment of the 5nited 6in+dom -includin+ the Northern (reland

E7ecuti%e Committee and the Northern (reland 8epartments the Scottish E7ecuti%e and

the National ,ssembl for &ales includin+ but not limited to +o%ernment ministers

+o%ernment departments +o%ernment in particular bodies and +o%ernment a+encies9

-3: Employer Data means;

-a the 8ata te7t drawin+s dia+rams ima+es or sounds -to+ether with an

database made up of an of these which are embodied in an electronic

ma+netic optical or tan+ible media and which are;

-i supplied to the Contractor b or on behalf of the Employer 9 or

-ii which the Contractor is re*uired to +enerate process store or

transmit pursuant to the Contract9 or

-b an !ersonal 8ata for which the Employer is the 8ata Controller.

-3 1rau# meansis an offence under the law creatin+ offences in respect of fraudulent acts

or at common law in respect of fraudulent acts in relation to the Crown or defraudin+ or

attemptin+ to defraud or conspirin+ to defraud the Crown.

-3< .ntellectual Property &igts means;

-a copri+ht ri+hts related to or affordin+ protection similar to copri+ht ri+hts in

databases patents and ri+hts in in%entions semiconductor topo+raph ri+hts

trade mar's ri+hts in (nternet domain names and website addresses and other

ri+hts in trade names desi+ns includin+ =(# 'nowhow trade secrets and other

ri+hts in Confidential (nformation9

-b applications for re+istration and the ri+ht to appl for re+istration for an of the

ri+hts listed at -a that are capable of bein+ re+istered in an countr or

"urisdiction9 and

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-c all other ri+hts ha%in+ e*ui%alent or similar effect in an countr or "urisdiction

-3> 2no0o0 means all ideas concepts schemes information 'nowled+e techni*ues

methodolo+ and anthin+ else in the nature of 'now how relatin+ to the Ser%ices but

e7cludin+ 'now how alread in the possession of the Emploer or Contractor before the

date of this Contract9

-3? Personnel means all emploees a+ents consultants and subcontractors of either part.

-3@ Strategic Alliancing Agreement means the Strate+ic ,lliancin+ ,+reement between the

Employer the Contractor and others

Z,4 $ealt an# Safety

,mend clause 2> -Ather responsibilities as follows;

2>.: The Contractor promptl notifies the Employer of an Bealth and Safet haards which

ma arise in connection with the performance of the Contract. The Employer promptlnotifies the Contractor of an Bealth and Safet haards which ma e7ist or arise at the

Site and which ma affect the Contractor in the performance of the Contract.

Supplement clause 2> as follows;

2>. &hile on the Site the Contractor complies with an Bealth and Safet measures

implemented b the Employer in respect of Contractor/s !ersonnel and other persons

wor'in+ on the Site.

2>.< The Contractor notifies the Employer immediatel in the e%ent of an incident occurrin+ in

the performance of the Contract on the Site where that incident causes an personal in"ur

or dama+e to propert which could +i%e rise to personal in"ur.

2>.> The Contractor ensures that its Bealth and Safet polic statement -as re*uired b the Bealth

and Safet at &or' etc. ,ct 1@>: is made a%ailable to the Employer on re*uest.

Z,3 Security an# 5etting

(n this clause Z.3;

Contractor/s Personnel 5etting Proce#ure means the Employer's procedures for the %ettin+ of

Contractor/s !ersonnel as ad%ised to the Contractor b the Employer.

Employer/s Personnel means all emploees a+ents consultants and subcontractors of the

Employer.

.n#epen#ent Safeguar#ing Autority is a nondepartmental public bod sponsored b the Bome

Affice set up under the pro%isions of the Safe+uardin+ Vulnerable 4roups ,ct 200< and which is

responsible for the decisionma'in+ and maintenance of two lists co%erin+ the children/s and

%ulnerable adults/ sectors.

&ele!ant Con!iction means a con%iction that is rele%ant to the pro%ision of the works or as listed b

the Employer andor rele%ant wor' of the Employer.

6e 5etting an# 7arring Sceme means the scheme set up under the pro%isions of the



Safe+uardin+ Vulnerable 4roups ,ct 200<.

Z.3.1 &here the Contractor/s !ersonnel are re*uired to ha%e a pass for admission to the Site the

Employer sub"ect to satisfactor completion of appro%al procedures arran+es for passed

to be issued. Contractor/s !ersonnel who cannot produce a proper pass when re*uired to

do so b an of the Emploer/s !ersonnel or who contra%ene an conditions on the basis

of which a pass was issued ma be refused admission to the Site or re*uired to lea%e theSite if alread there.

Z.3.2 The Contractor promptl returns an pass if at an time the Employer so re*uires or if the

person to whom the pass was issued ceases to be in%ol%ed in the performance of the

Contract. The Contractor promptl returns all passes on completion or earlier termination

of the Contract.

Z.3.3 Contractor/s !ersonnel attendin+ the Site ma be sub"ect to a search at an time. Strip

searches are onl conducted on the specific authorit of the Employer under the same

rules and conditions applin+ to the Emploer/s !ersonnel. The Contractor is referred to

the !rison )ules 1@@@ !art ((( and the !rison -,mendment )ules 200 and the Doun+Affender (nstitute )ules 2000 !art ((( and the Doun+ Affender (nstitute -,mendment )ules

200?.

Z.3.: The Employer whose decision is final and conclusi%e reser%es the ri+ht under the

Contract to refuse to admit to or to withdraw permission to remain on the Site or an

premises occupied b or on behalf of the Employer ;

an member of the Contractor/s !ersonnel or

an person emploed or en+a+ed b a Subcontractor a+ent or ser%ant of the

Contractor

whose admission or continued presence is in the opinion of the Employer undesirable.

Z.3. (f and when directed b the Employer the Contractor pro%ides a list of the names and

addresses National (nsurance numbers periods of emploment immi+ration status and

ta7 e7emption certificates of all persons who it is e7pected ma re*uire admission in

connection with the Contract to the Site or an premises occupied b or on behalf of the

Employer specifin+ the capacities in which the are concerned with the Contract and

+i%in+ such other particulars as the Employer ma reasonabl desire.

Z.3.< The Contractor/s !ersonnel en+a+ed within the boundaries of a 4o%ernmentestablishment compl with rules re+ulations and re*uirements -includin+ those relatin+ to

securit arran+ements as ma be in force from time to time for the conduct of Contractor/s

!ersonnel when at that establishment and when outside that establishment.

Z.3.> (f the Contractor fails to compl with Z.3.2 and Z.3. the Employer -whose decision is final

and conclusi%e ma decide that such failure is pre"udicial to the interests of the Crown9

and if the Contractor does not compl with the Employer's reasonable re*uests within 2

months of the date of a written notice from the Employer so to do then the Employer ma

terminate the Contract pro%ided that such termination does not pre"udice or affect an

ri+ht of action or remed which has accrued or thereafter accrues to the Employer .

Z.3.? The Contractor bears the cost of complin+ with the re*uirements notices instructions or

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decisions recei%ed from the Employer in relation to the Contractor's obli+ations in respect

of information relatin+ to indi%iduals.

Z.3.@ The Contractor does not emplo an person where the Contractor 'nows or b reason of

the circumstances which mi+ht reasonabl be e7pected to 'now that the person

concerned is in%ol%ed in an unlawful procurement of Social Securit benefits or ta7

e7emptions in connection with his emploment b the Contractor . The Contractor does notma'e facilitate or participate in the procurement of an unlawful paments to an person

emploed b the Contractor whether in the nature of Social Securit fraud e%asion of ta7

or otherwise.

Z.3.10 The Contractor complies with the Employer's procedures for the %ettin+ of Contractor/s

!ersonnel in respect of all persons to be emploed or en+a+ed to !ro%ide the &or's. The

Contractor confirms that all persons emploed or en+a+ed b the Contractor or that will be

emploed or en+a+ed b the Contractor in relation to this Contract are %etted and recruited

on a basis that is e*ui%alent to and no less strict than the Contractor/s !ersonnel Vettin+

!rocedures.

Z.3.11 The Employer ma re*uire the Contractor to ensure that an person emploed to !ro%ide

the &or's has underta'en a Criminal )ecords =ureau chec' as per the Contractor/s

!ersonnel Vettin+ !rocedures or an other securit chec' as ma be re*uired b the

Employer from time to time. The Contractor ensures that no person who discloses that

heshe has a )ele%ant Con%iction or is found b the Contractor to ha%e a )ele%ant

Con%iction -whether as a result of a police chec' or throu+h the Criminal )ecords =ureau

chec' or otherwise is emploed or en+a+ed to !ro%ide the &or's.

Z.3.12 (ndi%iduals includin+ those held in lawful custod or on probation are re+arded as

%ulnerable persons under the Safe+uardin+ Vulnerable 4roups ,ct 200<. &here the

Employer deems it necessar the Contractor pro%ides a list of !ersonnel who !ro%ide the

&or's that are %etted b the (ndependent Safe+uardin+ ,uthorit. The Employer ma in its

sole discretion refuse access to the Site b an member of the Contractor/s !ersonnel who

do not successfull complete the %ettin+ procedures under the Vettin+ and =arrin+

Scheme.

Z.3.13 &hilst on the Site the Contractor/s !ersonnel compl with all securit measures

implemented b the Employer in respect of staff and other persons attendin+ the Site. The

Employer pro%ides copies of its written securit procedure to the Contractor on re*uest.

The Contractor and all members of the Contractor/s !ersonnel are prohibited from ta'in+

an photo+raphs on the Site unless the Employer has +i%en prior written consent and an

Employer representati%e is present so as to ha%e full control o%er the sub"ect matter of

each photo+raph to be ta'en.

Z.3.1: The Contractor ta'es measures needed to pre%ent its !ersonnel from ta'in+ publishin+ or

otherwise circulatin+ such photo+raphs.

Z.3.1 The Employer has the fi+ht to carr out an search of Contractor/s !ersonnel or of %ehicles

used b the Contractor at the Site.

Z.3.1< The Contractor cooperates with an in%esti+ation relatin+ to securit which is carried out

b the Employer or b an person who is responsible to the Employer for securit matters

and when re*uired b the Employer ;

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ta'es all reasonable measures to ma'e an Contractor/s !ersonnel identified b

the Employer a%ailable to be inter%iewed b the Employer or b a person who is

responsible to the Employer for securit matters for the purposes of the

in%esti+ation. Contractor/s !ersonnel ha%e the ri+ht to be accompanied b and to

be ad%ised or represented to the other person whose attendance at the inter%iew is

acceptable to the Employer 9 and

sub"ect to an le+al restriction on their disclosure pro%ides all documents records

or other material of an 'ind which ma reasonable be re*uired b the Employer or

b a person who is responsible to the Employer for securit matters for the

purposes of the in%esti+ation so lon+ as the pro%ision of that material does not

pre%ent the Contractor from performin+ the Contract. The Employer has the ri+ht

to retain an such material for use in connection with the in%esti+ation and so far

as possible pro%ides the Contractor with a cop of an material retained.

Z,8 .nformation Security

F5sin+ additional defined terms as the appear in the Strate+ic ,lliancin+ ,+reement;G

Z.:.1 The Contractor ;

identifies 'eeps and discloses to the Employer upon re*uest a record of those

members of the Contractor/s !ersonnel and an Subcontractors with access to or

who are in%ol%ed in handlin+ Emploer 8ata -users and

pro%ides to the Employer details of its polic for reportin+ mana+in+ and

reco%erin+ from information ris' incidents includin+ losses of protected !ersonal

8ata and (CT securit incidents and its procedures for reducin+ ris' and raisin+

awareness9 and

immediatel reports information securit incidents to the Employer. Si+nificant

actual or potential losses of !ersonal 8ata ma be shared with the (nformation

Commissioner and the Cabinet Affice b the Employer .

Z.:.2 The Contractor protects Emploer 8ata whose release or loss could cause harm or

distress to indi%iduals. The Contractor handles all such Emploer 8ata as if it were

confidential while it is processed or stored b the Contractor or its Subcontractors

applin+ the measures set out in clauses Z.:.1 to Z.:.@ -inclusi%e.

Z.:.3 &hen Emploer 8ata is held on paper it is 'ept secure at all times loc'ed awa when notin use or the premises on which it is held secured. (f Emploer 8ata held on paper is

transferred it must be b an appro%ed secure form of transfer with confirmation of receipt.

&hen Emploer 8ata is held and accessed on (CT sstems on secure premises the

Contractor applies the minimum protections for information set out in the &or's

(nformation or e*ui%alent measures as well as an additional protections as needed as a

result of the Employer's ris' assessment. &here in e7ceptional circumstances e*ui%alent

measures are adopted b the Contractor obtains the Employer's prior appro%al in writin+.

Z.:.: &here%er possible Emploer 8ata should be held and accessed on paper or (CT sstems

on secure premises protected as abo%e. The Contractor does not use remo%able media

-includin+ laptops remo%able discs C8)A#s 5S= memor stic's !8,s and mediacard formats for stora+e or access to such 8ata where possible. &here the Employer

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a+rees that this is not possible the Contractor wor's to the followin+ hierarch recordin+

the reasons for a particular approach not bein+ adopted in a particular case or a particular

business area;

best option9 hold and access data on (CT sstems on secure premises9

second best option;9 secure remote access so that 8ata can be %iewed or amended without bein+ permanentl stored on the remote computer. This is

possible for Emploer 8ata o%er the internet usin+ products meetin+ the $(!S 1:0

2 standard or e*ui%alent unless otherwise a+reed with the Employer 9 and

third best option; secured transfer of Emploer 8ata to a remote computer on a

secure site on which it will be permanentl stored. =oth the Emploer 8ata at rest

and the lin' should be protected at least to the $(!S 1:02 standard or e*ui%alent.

!rotecti%el mar'ed Emploer 8ata must not be stored on pri%atel owned

computers unless the are protected in this wa9

in all cases the remote computer should be password protected confi+ured so thatits functionalit is minimised to its intended business use onl and ha%e up to date

software patches and anti%irus software.

Z.:. &here the Employer a+rees that it is not possible to a%oid the use of remo%able media the

Contractor applies all of the followin+ conditions;

the Emploer 8ata transferred to the remo%al media should be the minimum

necessar to achie%e the business purposes both in terms of the numbers of

people co%ered b the Emploer 8ata and the &or's (nformation of Emploer 8ata

held. &here possible onl anonmised Emploer 8ata should be held9

the remo%al media should be encrpted to a standard of at least $!(S 1:02 or

e*ui%alent in addition to bein+ protected b an authentication mechanism such as

a password9

user ri+hts to transfer Emploer 8ata to remo%able media should be carefull

considered and strictl limited to ensure that this is onl pro%ided where absolutel

necessar for business purposes and sub"ect to monitorin+ b the Contractor and

the Employer 9 and

the indi%idual responsible for the remo%able media should handle it H themsel%es

or if the entrust it to others H as if it were the e*ui%alent of a lar+e amount of their own cash.

Z.:.< &here the Employer a+rees that the second condition of encrption cannot be applied due

to business continuit and disaster reco%er considerations such unprotected Emploer

8ata should onl be recorded mo%ed stored and monitored with stron+ controls.

Z.:.> ,ll material that has been used for confidential Emploer 8ata should be sub"ect to

controlled disposal. The Contractor must;

destro paper records containin+ protected !ersonal 8ata b incineration pulpin+

or shreddin+ so that reconstruction is unli'el and

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dispose of electronic media that has been used for protected !ersonal 8ata

throu+h secure destruction o%erwritin+ erasure or de+aussin+ for reuse.

Z.:.? The Contractor has appropriate mechanisms in place in order to compl with the

Employer's re*uirements as set out in this clause includin+ ade*uate trainin+ in handlin+

confidential 8ata for the Contractor/s !ersonnel.

Z.:.@ The Contractor ;

puts in place arran+ements to lo+ acti%it of 8ata users in respect of electronicall

held protected personal information and for mana+ers to chec' the arran+ements

are bein+ properl conducted with a particular focus on those wor'in+ remotel

and those with hi+her le%els of functionalit. Summar records of mana+ers/

acti%it must be shared with the Employer and be a%ailable for inspection b the

(nformation Commissioner/s office on re*uest9

minimises the number of users with access to the Emploer 8ata.

Z,9 Confi#entiality

Z. (n this clause Z.;

Commercially Sensiti!e .nformation means the information listed in ,ppendi7 1

-Commerciall Sensiti%e (nformation.

Contractor/s Confi#ential .nformation means an information howe%er it is

con%eed that relates to the business affairs de%elopments trade secrets 'now

how Contractor/s !ersonnel and suppliers of the Contractor includin+ (ntellectual

!ropert )i+hts to+ether with all information deri%ed from the abo%e and an other information clearl desi+nated as bein+ confidential -whether or not it is mar'ed as

IconfidentialI or which ou+ht reasonabl to be considered to be confidential

includin+ the Commerciall Sensiti%e (nformation.

Employer/s Confi#ential .nformation means all !ersonal 8ata and an

information howe%er it is con%eed that relates to the business affairs

de%elopments trade secrets 'nowhow personnel and suppliers of the Employer

includin+ all (ntellectual !ropert )i+hts to+ether with all information deri%ed from

an of the abo%e and an other information clearl desi+nated as bein+ confidential

-whether or not it is mar'ed IconfidentialI or which ou+ht reasonabl to be

considered to be confidential.

Z..1 E7cept where disclosure is e7pressl permitted elsewhere in this Contract each !art;

treats the other !art/s Confidential (nformation as confidential and safe+uard it

accordin+l and

does not disclose to the other !art/s Confidential (nformation to an other person

without the owner/s prior written consent.

Z..2 The !arties/ obli+ations in relation to Confidential (nformation do not appl to the e7tent

that;

the disclosure is a re*uirement of Jaw placed upon the !art ma'in+ the

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disclosure includin+ an re*uirements for disclosure under the $reedom of

(nformation ,ct Code of !ractice on ,ccess to 4o%ernment (nformation or the

En%ironmental (nformation )e+ulations9

the information was in the possession of the !art ma'in+ the disclosure without

obli+ation of confidentialit prior to its disclosure b the information owner9

the information was obtained from a third part without obli+ation of confidentialit9

the information was alread in the public domain at the time of disclosure otherwise

than b a breach of the Contract9 or

it is independentl de%eloped without access to the other !art/s Confidential

(nformation.

Z..3 The Contractor onl discloses the Emploer/s Confidential (nformation to the Contractor/s

!ersonnel who are directl in%ol%ed in the pro%ision of the works an of the Emploer/s

Confidential (nformation and need to 'now and ensures that the Contractor/s !ersonnelare aware of and compl with their obli+ations in respect of Confidential (nformation.

Z..: The Contractor does not and procures that the Contractor/s !ersonnel do not use of an

of the Emploer/s Confidential (nformation recei%ed otherwise than for the purposes of the

Contract.

Z.. ,t the written re*uest of the Employer the Contractor procures that members of the

Contractor/s !ersonnel identified in the Employer's notice si+n a confidentialit underta'in+

on similar terms to the Contract prior to commencin+ an wor' in accordance with the

Contract.

Z..< Nothin+ in the Contract pre%ents the Employer from disclosin+ the Contractor/s

Confidential (nformation;

to an Crown bod or an other Contractin+ ,uthorit on the understandin+ that

the are entitled to further disclose the Confidential (nformation to other Crown

bodies or other Contractin+ ,uthorities on the basis that the information is

confidential and is not to be disclosed to a third part which is not part of an

Crown bod or an Contractin+ ,uthorit9

to an contractor consultant or other person en+a+ed b the Employer or an

person conductin+ an Affice of 4o%ernment Commerce +atewa re%iew9

for the purpose of the e7amination and certification of the Employer's accounts or

for an e7amination pursuant to Section <-1 of the National ,udit ,ct 1@?3 of

the econom efficienc and effecti%eness with which the Employer has used its

resources.

Z..> The Employer uses its reasonable endea%ours to ensure that an +o%ernment department

Contractin+ ,uthorit emploee third part or Subcontractor to whom the Contractor/s

Confidential (nformation is disclosed is made aware of the Employer's obli+ations of

confidentialit.

Z..? Nothin+ pre%ents either !art from usin+ an techni*ues ideas or 'nowhow +ained durin+

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the performance of the Contract in the course of its normal business to the e7tent that this

use does not result in a disclosure of the other !art/s Confidential (nformation or an

infrin+ement of (!).

Z..@ The parties ac'nowled+e that sub"ect to the fore+oin+ pro%isions re+ardin+ the

Contractor's confidential information the content of this contract is not Confidential

(nformation. Notwithstandin+ an other term of this Contract the Contractor hereb +i%esconsent for the Employer to publish the Contract in its entiret includin+ from time to time

a+reed chan+es to the contract to the +eneral public. !rior to the publication the

Employer ma at his sole discretion in whole or in part redact information for one or more

of the followin+ +rounds;

-a national securit9

-b personal data9

-c information protected b intellectual propert law9

-d information which is not in the public interest to disclose -under a

$reedom of (nformation ,ct analsis9

-e third part confidential information9

-f (T securit9 or

-+ pre%ention of fraud.

Z,) 1rau# an# Pre!ention of Corruption

Z.<.1 The Contractor ta'es all reasonable steps to pre%ent $raud.

Z.<.2 The Contractor notifies the Employer immediatel if it has reason to suspect that an

$raud has occurred or is occurrin+ or is li'el to occur.

Z, CDM &egulations an# S;MP &egulations

Z.>.1 The !rincipal Contractor for the purposes of both the Construction -8esi+n and

#ana+ement )e+ulations 200> -the CDM &egulations and the Site &aste #ana+ement

!lans )e+ulations 200? -the S;MP &egulations is the Contractor or if he ceases to be

the !rincipal Contractor such other contractor as the Employer will appoint pursuant to

re+ulation 1:-2 of the C8# )e+ulations and re+ulation :-1 of the S&#! )e+ulations.

Z.>.2 The C8# Coordinator for the purposes of the C8# )e+ulations is the Project Manager

or if he ceases to be the C8# Coordinator such other person as the Employer will

appoint pursuant to re+ulation 1:-1 of the C8# )e+ulations.

Z,< Employment an# S-ills

Z,<,' The followin+ new definitions shall be added to Core Clause 11;

I11.20 6e Employment an# S-ills Strategy is the Emploer/s Emploment and

S'ills Strate+ formin+ part of the &or's (nformation9

11.21 6e ESP is the wor'sspecific Emploment and S'ills !lan produced b the

Contractor and formin+ part of the &or's (nformation to be complied with and

implemented b the Contractor in order to e7ecute the Emploment and S'ills

Strate+9

11.22 6e Meto# Statement is the wor'sspecific method statement produced b

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the Contractor and formin+ part of the &or's (nformation which sets out in detail

how the Contractor shall implement the ES!9I.

Z,<,4 The Contractor complies with and implements the ES! and #ethod Statement in

accordance with the Emploment and S'ills Strate+.

Z,<,3 The Contractor nominates an indi%idual to liaise with the !ro"ect #ana+er and pro%ides the!ro"ect #ana+er with information as re*uired to demonstrate the Contractor/s compliance

with the ES! and #ethod Statement.

Z,<,8 The !ro"ect #ana+er pro%ides to the Contractor information it has a%ailable to enable the

Contractor to compl with and implement the ES! and #ethod Statement includin+ the

details listed in the Emploment and S'ills Strate+.

Z,<,9 The Contractor pro%ides to the !ro"ect #ana+er on a monthl basis in accordance with

the rele%ant 6e 8ates a report outlinin+ the achie%ements durin+ the pre%ious month

a+ainst the ES! and #ethod Statement and the emploment and s'ills 6e !erformance

(ndicator contained in the FSchedule of !artnersGF(ncenti%e ScheduleG and pro%ides detailsof the %arious emploment and s'ills acti%ities deli%ered in the month. The !ro"ect

#ana+er is responsible for monitorin+ the Contractor/s compliance with and

implementation of the ES! and #ethod Statement and such monitorin+ forms part of the

Emploer/s assessment of the emploment and s'ills 6e !erformance (ndicator.

Z,<,) The Contractor and the !ro"ect #ana+er attend a meetin+ -con%ened b the !ro"ect

#ana+er after Completion to re%iew the completed wor's and the Contractor/s

performance a+ainst the 6e !erformance (ndicators -includin+ performance a+ainst the

emploment and s'ills 6e !erformance (ndicator and its compliance with and

implementation of the ES! and #ethod Statement and to consider the scope for further

impro%ement on future pro"ects.

Z,<, ,n and all costs relatin+ to compliance with and implementation of the ES! and #ethod

Statement b the Contractor are included in the ,cti%it Schedule.

Z,,< &here a compensation e%ent set out in clause )=,' and a+reed or established in

accordance with clauses <0 to < substantiall increases or decreases the !rice the

Contractor ma propose a correspondin+ and proportionate amendment to the

emploment and s'ills output fi+ures contained in the ES! the #ethod Statement and an

rele%ant 6e !erformance (ndicators. The Emploer and the !ro"ect #ana+er consider

an such proposal made b the Contractor and see' to a+ree an amendments with the

Contractor.

Z,( Priority Clause

[email protected] The Contract 8ocuments shall be treated as complementar and it is the dut of the

Contractor to warn the Employer and the Project Manager of an error omission or

discrepanc of which it becomes aware and -within the scope of its a+reed role e7pertise

and responsibilities to put forward proposals to resol%e an such error omission or

discrepanc fairl and constructi%el without ad%ersel affectin+ the a+reed cost or time for

completion or *ualit of the &or's. ,n proposal pursuant to this clause [email protected] is sub"ect to

prior appro%al b the Employer after Core 4roup consultation.

[email protected] (n the e%ent that an discrepanc cannot be resol%ed in accordance with clause [email protected] and

13



e7cept where a different priorit is a+reed b the Employer the Project Manager and the

Contractor the priorit between the Contract 8ocuments shall be as follows in descendin+

order;

i The Commencement ,+reement9

ii The Earl Conditional ,ppointment9

iii The NEC Conditions9

i% The ,ccepted !ro+ramme9

% The !artnerin+ Timetable9

%i Those parts of the &or's (nformation and Site (nformation pro%ided b

the Employer 9

%ii Those parts of the &or's (nformation and Site (nformation pro%ided bthe Contractor 9

%iii The ,cti%it Schedule9

i7 ,n )is' )e+ister9

7 ,n other Contract 8ocuments.

Z,'= Payment

8elete clauses 0 and 1 and replace with the followin+;

9= Assessing te amount #ue

0.1 The first assessment date is decided b the Contractor to suit the procedures of the !arties

and is not later than the assessment interval after the starting date. Jater assessment dates

occur

-i at the end of each assessment interval until four wee's after the Supervisor

issues the 8efects Certificate

-ii at Completion of the whole of the wor's.

0.2 The date on which a pament becomes due is se%en das after the assessment date.

0.3 The amount due is

-i the price for &or' 8one to 8ate

-ii plus other amounts to be paid to the Contractor

-iii less amounts to be paid b or retained from the Contractor .

,n ta7 which the law re*uires the Employer to pa to the Contractor is included in the

amount due.

0. (n assessin+ the amount due the Project Manager considers an application for pament

1:



the Contractor has submitted on or before the pament due date.

0. (f no pro+ramme is identified in the Contract 8ata one *uarter of the !rice for &or' 8one

to 8ate is retained in assessments of the amount due until the Contractor has submitted a

first pro+ramme to the Project Manager for acceptance showin+ the information which this

contract re*uires.

0.< The Project Manager corrects an wron+l assessed amounts due in a later pament

certificate.

9' Payment

1.1 The Project Manager certifies pament b issuin+ a pament notice within fi%e das of the

pament due date which sets out the sum the Project Manager considers to be due on the

pament due date and the basis on which that sum is calculated. The first pament is the

amount due. Ather paments are the chan+e in the amount due since the last pament

certificate. , pament is made b the Contractor to the Employer if the chan+e reduces

the amount due. Ather paments are made b the Employer to the Contractor . !amentsare in the currenc of this contract unless otherwise stated in this contract.

1.2 (f the Project Manager fails to issue the Project Manager's certificate correctl or on time

-i the Contractor's application for pament -if an is the notice of pament as

lon+ as it specifies the sum the Contractor considers to be due on the pament due

date and the basis on which that sum is calculated or

-ii the Contractor issues a pament notice specifin+ the sum the Contractor

considers to ha%e been due on the pament due date and the basis on which

that sum is calculated.

1.3 The notified sum in the Project Manager's certificate or the Contractor's application for

pament or pament notice -as the case ma be must be paid b the final date for

pament unless a !art has notified his intention to pa less as re*uired b this Contract.

1.: (f either !art intends to pa less than the amount stated in the Project Manager's

certificate or the Contractor's pament notice he notifies the other !art not later than

se%en das before the final date for pament b statin+ the sum that !art considers to be

due on the date the notice is ser%ed and the basis on which that sum is calculated. $or

the a%oidance of doubt the Project Manager ma ser%e a pa less notice on behalf of the

Employer .

1. The final date for pament for each pament is

-i 1: das from the pament due date or

-ii if a different period is stated in the Contract 8ata within the period stated.

(f the Contractor issues a Contractor pament notice then the final date for pament will

be postponed b the same number of das after the date that the Project Manager's

pament notice should ha%e been ser%ed in accordance with clause 1.1.

(f a certified pament is late interest is paid on the late pament. (nterest is assessed from

the date b which the late pament should ha%e been made until the date when the late

1



pament is made and is included in the first assessment after the late pament is made.

This clause does not e7clude the Contractor's ri+hts followin+ nonpament set out in

other clauses of this Contract or at law.

1.< (f an amount due is corrected in a later certificate either

-i b the Project Manager in relation to a mista'e or a compensation e%ent or

-ii followin+ a decision of the Adjudicator or the tribunal

interest on the correctin+ amount is paid. (nterest is assessed from the date when the

incorrect amount was certified until the date when the correctin+ amount is certified and is

included in the assessment which includes the correctin+ amount.

1.> (nterest is calculated on a dail basis at the interest rate and is compounded annuall.

Z,'' 6ermination

,mend clauses as follows;

(nsert clause @0.1, -termination at an time

@0.1,.1 Notwithstandin+ an other pro%ision of this Contract the Employer ma terminate this

Contract at an time. (n such circumstances the Employer +i%es the Contractor not less

than twent -20 &or'in+ 8as prior notice within which period the Contractor ceases all

acti%ities under the Contract in an orderl manner.

@0.1,.2 5pon e7pir of that period the Project Manager complies with the pro%isions of clause 0

-pament and clauses @2 and @3.1 -procedure on termination pament on termination.

,mend clause @3.1 b insertin+ at the end of the clause;

Ipro!i#e# tat the Employer need not pa this sum andor an sum that has alread become due

insofar as the Employer has +i%en or +i%es a pa less notice in accordance with this ContractI

,mend clause @3 b insertin+ new sub clause as follows;

[email protected] No sum is paable in respect of an sum due under this Contract if the Contractor suffers

an e%ent of insol%enc as defined in section 113-2 to - of the Bousin+ 4rants

Construction and )e+eneration ,ct 1@@< -as amended after the date on which the paless notice is due in accordance with clause 1.:.I

Z,'4 Core %roup

.nsert ne0 clause ')A as follo0s:

1<,.1 Core %roup an# mem"ers

The Employer, Contractor and Project Manager establish a Core 4roup which meets

re+ularl to re%iew and stimulate the pro+ress of the &or's and to fulfil their other

functions as described in this Contract. #embers of the Core 4roup shall comprise theindi%iduals listed in the Earl Conditional ,ppointment sub"ect to replacement onl with the

prior consent of the current Core 4roup members. The Employer ensures that the Project

1<



Manager's appointment contains terms pro%idin+ that the Project Manager is a member of

the Core 4roup and e*ui%alent terms to this Z clause 1<,.

1<,.2 &esponsi"ility for Core %roup mem"ers

Each of the Employer, Contractor and Project Manager ensures that an of its emploees

who are Core 4roup members attend Core 4roup meetin+s and fulfil the a+reed functionsof a Core 4roup member in accordance with the contract.

1<,.3 Core %roup meetings

, meetin+ of the Core 4roup members is con%ened b the Project Manager at the re*uest

of an Core 4roup member and otherwise as re*uired b the Contract at not less than

fi%e - &or'in+ 8as notice unless all Core 4roup members a+ree a shorted period to all

Core 4roup members -copied to all who are entitled to attend statin+ its a+enda. Each

such meetin+ is chaired b an indi%idual to be a+reed at that meetin+ and deals onl with

the matters listed in its a+enda -unless all Core 4roup members a+ree otherwise.

1<,.: Core %roup #ecisions

8ecisions of the Core 4roup are b consensus -unanimous a+reement followin+ reasoned

discussion of all Core 4roup members present at that meetin+. The Employer, Contractor

and Project Manager compl with an decision of the Core 4roup made within the scope

of its a+reed functions.

Z,'3 Partnering A#!iser

(nsert new Core Clause 1<= as follows;

1<.=.1 !artnerin+ ,d%iser

(n all matters relatin+ to the Contract relationships and the operation of the Contract the

Employer, Contractor Project Manager and Supervisor ma to+ether or indi%iduall utilise

the ad%ice and support of the !artnerin+ ,d%iser identified in the Earl Conditional

,ppointment sub"ect to prior a+reement of costs and the !artnerin+ ,d%iser/s dut of care

includin+;

-i teambuildin+ re%iew of the Contract 8ocuments and re%iew of SubContractsand !rofessional Ser%ices Contracts for consistenc with the Contract 9

-ii preparation of the Contract 8ocuments9

-iii pro%ision of fair and constructi%e ad%ice as to the Contract processes and theoperation of the Contract9

-% attendance at such meetin+s of the Core 4roup as their members consider appropriate9

-%i assistance in the sol%in+ of problems and the a%oidance or resolution of disputein accordance with clause &.1.

1<=.2 )eplacement !artnerin+ ,d%iser

1>



The !artnerin+ ,d%iser ma be replaced at an time b a decision of the Core 4roup.

Z,'8 Early ;arning

(nsert new Core Clause 1<. to read;

1<. &ithout l imitation to the remainder of this clause 1< the Employer, Contractor, Project Manager and Supervisor each notifies the others as soon as it is aware of an matter

ad%ersel affectin+ or threatenin+ the &or's or their performance under the contract or

their !rofessional Ser%ices Contract as the case ma be and -within the scope of its

a+reed role e7pertise and responsibilities includes in such notification proposals for

a%oidin+ or remedin+ such matter. The Project Manager con%enes a meetin+ of the Core

4roup within fi%e - &or'in+ 8as from the date of an such notification to a+ree an

appropriate course of action unless all Core 4roup members a+ree such course of action

without a meetin+.

Z,'9 &is- Management

(nsert as new 1<.<;

The Employer, Contractor, Project Manager, Supervisor and appointed Consultants reco+nise the

ris's in%ol%ed in the desi+n suppl and construction of the &or's and the costs associated with

those ris's. The Employer, Contractor, Project Manager, Supervisor and appointed Consultants wor'

to+ether and indi%iduall throu+h )is' #ana+ement e7ercises in accordance with this clause 1< and

otherwise in accordance with the Contract includin+ throu+h the actions described in an )is'

)e+ister within the periods andor deadlines stated in such )is' )e+ister to analse and mana+e

ris's in the most effecti%e was includin+;

-i identifin+ ris's and their li'el costs9

-ii eliminatin+ or reducin+ ris's and their costs9

-iii insurin+ ris's where%er affordable and appropriate9

-i% sharin+ or apportionin+ ris's accordin+ to which one or more !artnerin+ Team

members are most able to mana+e such ris's.

Z,') .nsurance an# security

Professional .n#emnity .nsurance

(nsert new Core Clause ?.

!rofessional indemnit insurance andor product liabilit insurance is ta'en out b the Contractor as

stated in the (nsurance Table and is maintained for a period e7pirin+ no earl than 12 ears after the

date of Completion and notwithstandin+ termination for an reason of the Contractor's en+a+ement

under the contract unless such co%er is no lon+er +enerall a%ailable in the mar'etplace on

reasonable terms and at reasonable premiums.

,mend the (nsurance Table to add as follows;

1?



.NS>&ANCE 6A7*E

.nsurance against Minimum amount of co!er or minimum le!el

of in#emnity

!rofessional indemnit insurance The amount stated in the Contract 8ata for an

one e%ent Fwhich amount shall not in an e%entbe less than FK7mGG

Z,' *imitations

(nsert new Core Clause 12.

Notwithstandin+ the method of e7ecutin+ the Contract the limitation period for all and an claims and

proceedin+s arisin+ under or out of or in connection with the Contract or the &or's is twel%e -12

ears from the Completion 8ate. This limitation period shall not pre%ent claims and proceedin+s prior

to the Completion 8ate or the conclusion of proceedin+s commenced prior to the e7pir of such

limitation period

Z,'< Possession

,ll parts of the Site are in the e7clusi%e possession of the Contractor until the period immediatel

prior to the Completion 8ate when the Emploer ma need access to a+reed areas of the Site in

order to commence installation of a+reed fi7tures and fittin+s. The arran+ements for an period of

none7clusi%e possession will be set out in the Contract.

Z,'( As"estos

Notwithstandin+ an other pro%isions of the Contract the ris' of loss or dama+e to the &or's and the

Site occasioned b asbestos remains with the Employer pro%ided alwas that in the e%ent that theContractor disco%ers an asbestos the Contractor ta'es all steps that would be e7pected of a

reasonable Contractor and if the asbestos is to be remo%ed appoints and ade*uatel super%ises

an subcontractors in%ol%ed in the remo%al of the same.

Z,4= Employees

8elete Core Clause 2:.2 and insert as follows;

LThe Employer is entitled to re*uire an of the Contractor's emploees to be replaced if in the

reasonable opinion of the Employer that personMs performance is unsatisfactor andor that person

has breached the Securit )e*uirements of the Employer set out in the &or's (nformation. Suchperson is replaced with a person of at least the same e7perience and e7pertise at the e7pense of the

Contractor and sub"ect to the Employers appro%al -such appro%al not to be unreasonabl withheld or

delaed.

Z,4' .ntellectual Property &igts

(nsert new Core Clause 22.2;

The (ntellectual !ropert )i+hts in all desi+ns and other documents prepared b or on behalf of the

Contractor in relation to the &or's and the wor' e7ecuted from them are the propert of and %ested

in the Employer who reser%es the ri+ht to replace such desi+ns andor documents or to e7ecute or to

ha%e e7ecuted wor's in accordance with such desi+ns andor documents as ma be re*uired b the

Employer and the (ntellectual !ropert )i+hts e7tends to an and all future pro"ects implemented b

1@



the Employer .

The Employer +rants to the Contractor an irre%ocable none7clusi%e roalt free licence -carrin+ the

ri+ht to +rant sublicences to use for the duration of the &or's onl and onl for purposes directl

relatin+ to completion of the &or's an (ntellectual !ropert )i+hts relatin+ to the wor's which are or

become %ested in or are licensed to the Employer .

Z,44 .nspection of financial recor#s

-1 The Contractor allows the !ro"ect #ana+er -or other representati%e of the

Emploer to %isit its offices and to inspect its financial records in relation to the

&or's at an time sub"ect to reasonable prior notice9

-2 The Contractor uses reasonable endea%ours to ensure that a clause (s inserted

into an Subcontracts specificall statin+ that the !ro"ect #ana+er -or other

representati%e of the Emploer is entitled to %isit the SubcontractorMs offices and

to inspect its financial records in relation to the &or's at an time sub"ect to

reasonable prior notice.

Z,43 E?clusion of 1ee from Compensation E!ents

Notwithstandin+ an other pro%ision of this Contract an *uotation and pament for Compensation

E%ents other than a Compensation E%ent under Core Clause <0.1-1 shall e7clude an claim for an

increased or additional $ee.

Z,48 Pro"lem Sol!ing an# Dispute A!oi#ance or &esolution: Option ;'

8elete Aption &1 and replace as follows;

&1.1 Notice of difference or dispute

,s soon as it aware of an difference or dispute arisin+ under or out of or in connection

with the Contract or the &or's -a Idifference or disputeI the Contractor or the Employer

as the case ma be +i%es notice to the other copied to the Project Manager .

&1.2 !roblemSol%in+ Bierarch

5pon receipt of notice in accordance with clause &1.1 the parties in%ol%ed in a difference

or dispute +uided as necessar b the !artnerin+ ,d%iser appl the !roblemSol%in+

Bierarch set out in ,ppendi7 F G and use reasonable s'ill and care to ensure that their

emploees named in the !roblemSol%in+ Bierarch e7press their %iews and propose their solutions within its stated timetable in see'in+ to achie%e an a+reed solution to the notified

difference or dispute.

&1.3 Core 4roup re%iew

&here application of the !roblemSol%in+ Bierarch does not achie%e within its stated

timetable a solution acceptable to all the !arties in%ol%ed in a difference or dispute then

the !ro"ect #ana+er con%enes a meetin+ of the Core 4roup at no more ten -10 &or'in+

8as/ notice notifin+ them of all a%ailable information re+ardin+ the difference or dispute

and in%itin+ all in%ol%ed and the !artnerin+ ,d%iser who attends the meetin+ and ma'es

constructi%e proposals in see'in+ to achie%e an a+reed solution to the notified difference or

20



dispute.

&1.: Conciliation mediation or other alternati%e dispute resolution

(f an difference or dispute is not resol%ed in accordance with clauses &1.2 and &1.3 and

pro%ided that no !art has b reason of that difference or dispute e7ercised a ri+ht of

termination then an !art in%ol%ed in such difference or dispute ma refer it toconciliation in accordance with the procedure referred to in ,ppendi7 F G or to mediation

or an other form of alternati%e dispute resolution recommended b the !artnerin+ ,d%iser

in accordance with such procedure as the !artnerin+ ,d%iser ma recommend or or+anise

and as the !arties in%ol%ed in such different or dispute ma a+ree.

&1. A#@u#ication

The procedures under clauses &1.1 &1.2 &1.3 and &1.: are without pre"udice to the

ri+hts of the !arties in%ol%ed in a difference or dispute to refer it to ad"udication and an

such reference shall be in accordance with the procedure referred to in ,ppendi7 F G.

&1.< *itigation

,n difference or dispute that is not resol%ed b ad"udication in accordance with clause

&1. ma be referred b an !art in%ol%ed in such difference or dispute either to the

courts of En+land and &ales.

Z,49 Dispute resolution Option ;4B8elete clause &2.3-12 and insert;

IThe Adjudicator ma correct his decision so as to remo%e a clerical or tpo+raphical error arisin+ b

accident or omission within fi%e das of communicatin+ his decision to the !arties.I

(nsert new clause &2. as follows;

I)eferences to the Bousin+ 4rants Construction and )e+eneration ,ct 1@@< in this schedule are to

that ,ct -as amended.I

Z,4) 6e $ousing %rants+ Construction an# &egeneration Act '(() Option >2B 4B8elete this clause and insert INot used.I

Z,4 Compensation e!ents ,mend clause <0.1 b includin+ new sub clause as follows;

I-20 The Contractor e7ercisin+ its ri+ht to suspend an or all of his obli+ations under this Contract

pursuant to the Bousin+ 4rants Construction and )e+eneration ,ct 1@@< -as amended9I

Vol3 Z Clauses

Documents

Transcript of Vol3 Z Clauses