SCHEDULE FOUR 
NOISE CONTROL 
 
1.  GENERAL REQUIREMENT 
 
1.1.  The Supplier will have the capacity to provide staff that will be designated by the Council as Noise 
Control Officers. The Officers shall undertake noise control enforcement on behalf of the Council 
within the district of the City of Christchurch. 
 
1.2.  The Noise Control Officer, will be authorised and warranted by the Council.  
 
1.3.  The Officer must hold a current Security Guards licence issued under the holder of a licence as a 
property guard under Section 34 of the private Security personnel and private investigators Act 
2010. The Supplier will provide evidence of staff qualifications before they start as a Noise 
Control Officer. The Supplier will annually update the Council on staff qualifications on the 
anniversary of the commencement date of this Agreement.  
 
1.4.  If the Supplier is the holder of the Security Guards Licence under the private security personnel 
and private investigation Act 2010, the Supplier must provide regular updates of the staff under 
this licence to Council 
 
1.5.  The Supplier must have the ability to conduct investigations that fall outside excessive noise 
criteria and report all findings directly to Council. 
 
1.6.  The Supplier must provide a facility to temporarily store confiscated equipment. 
 
1.7.  The Supplier shall provide a “contact centre” style service to take calls from the public in relation 
to noise control service and demonstrate this ability as well as directing their response from those 
calls. 
 
1.8.  The Supplier must maintain the confidentiality required for the complainant, the responding Noise 
Control Officer and Council 
 
1.9.  Any data storage, sensitivity of the data and its storage and retention schedules related to 
Council will be in line with Councils own policies. 
 
2.  PROCESS: 
2.1 
On receipt of a complaint, the Supplier shall record the following information and the next 
Business Day provide via email a receipt of the complaint to [email address] 
with “Noise complaint” in the subject line. 
 
The email is to include the following details: 
(a)  The actual time and date of receipt of complaint; 
 
(b)  The complainant’s name, address and phone number, if provided; 
 
(c)  The noise offender’s name, address, and phone number, if known; 
 
(d)  A description of the nature of noise, e.g. party, stereo etc.; 
 
(e)  Details of the frequency of the problem, e.g. weekly, monthly, or isolated incident. 
 
2.2 
If  the  complainant  refuses  to  identify  themselves,  advise  the  caller  that  no  further  action will  be 
taken. The complaint will be noted and reported on. 
 
2.3 
The Noise Control Officer will be deployed. 
 
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2.4 
The Noise Control Officer shall go to the “vicinity of the complainant’s property”, make a determination 
at  that  time  as  to  whether  the  noise  complained  of  is  excessive.  The  “vicinity  of  the  complainant’s 
property” means from the complainant’s boundary. 
 
2.5 
Where the  Noise Control Officer  has  determined  that  the  noise  is  excessive  and  there is  no  risk  of 
violence, they shall approach the occupants at the offending property and serve an END. 
 
2.6 
If the noise complained of is excessive (as defined in Section 326 of the Resource Management Act 
1991),  and  they  wish  to  issue  an  Excessive  Noise  Direction (END)  and the Noise Control Officer is 
concerned that there is a real risk of violence or that for any other special reason the matter appears to 
require the involvement of the Police, he or she shall refer the complaint to the Police under the following 
terms: 
(a) 
I have carried out an investigation into a complaint of excessive noise emanating 
from (specify address); 
(b) 
I am satisfied that the noise is excessive; 
(c) 
I am also satisfied that there is a risk of violence or other (stated) reason and I request 
Police attend to the enforcement of an END in this instance. 
 
Note: The  Noise Control Officer may  assist  the  Police  by  issuing/drafting  the  END for  the 
Police to enforce. 
 
2.6 
The Supplier, when requested and appropriate, may advise the complainant that the matter has been 
referred to the Police for action. 
 
2.7 
Where  a  current  Excessive  Noise  Direction  has  not  been  complied  with  after  its  issue,  or  after  such 
reasonable time as they may determine, the Noise Control Officer will advise the Police that they wish 
to  carry  out  action  under  Section  328  of  the  Resource  Management  Act  1991  to  abate  the  noise  by 
seizure and removal of the offending instrument, appliance, vehicle or machine producing or contributing 
to  the  excessive  noise,  or  render  inoperable,  or  lock  or  seal,  so  as  to  make  unusable  any  such 
equipment,  and  request  the  assistance  of  the  Police  to  undertake  such  action.  The  method  of  such 
abatement action will be determined in consultation with the senior police officer present at the premises, 
 
2.8 
Where  enforcement  action  is  taken  or  seizure  of  equipment  takes  place,  the  Supplier  shall  report  in 
detail in writing, details of the series of events including times, dates and locations involved, names of 
occupants  spoken  to,  action  taken,  equipment  removed  and  other  relevant  information  for  use  as 
evidence in any further legal action that may follow. 
 
2.9 
Where  any  property  has  been  seized  and  impounded by  a  Noise Control Officer, the  Supplier  shall 
hold such property at the Suppliers’ site and at its own risk until arrangements are made for collection, 
and release of equipment to the owners or other means of disposal at Council’s discretion or according 
to Council policy and decisions in any particular case. 
 
2.10  All fines and any other money collected resulting from any enforcement action shall be retained by the 
Supplier and paid to Council. 
 
3.  CONFIDENTIALITY 
3.1 
All details relating to any complainant’s identity such as name and address shall be confidential to the 
Supplier, the Noise Control Officer involved and Council.  
 
3.2 
Noise  Control  Officers  and  employees  of  the  Supplier  shall  not  share  details  verbally,  in  writing  or 
otherwise  e.g.  by  gesture  or  other  indication;  with  any  third  party  unless  specifically  authorised  or 
requested to do so by Council or for operational and health and safety purposes. 
 
3.3 
Maintain security and confidentiality regarding operations, records and the Agreement itself. 
 
 
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4.  OTHER DUTIES OF THE SUPPLIER 
 
4.1 
The Supplier shall maintain availability of the noise control complaint service by telephone at all 
times. 
 
4.2 
Provide, at the Supplier’s expense, training to their employees who are appointed Noise Control 
Officer’s. Such training may, by mutual agreement, be provided in whole or part by Council, and 
shall otherwise be to a standard approved by Council. 
 
4.3 
Provide, at the Supplier’s expense, vehicles, telecommunication equipment, uniforms and other 
equipment necessary for efficient enforcement and discharge of duties covered by the contract. 
 
4.4 
Provide noise enforcement services with reference to Council’s policies and plans etc. which 
Council may impose, alter or repeal at any time. (KPIs ref removed) 
 
4.5 
Provide a direct electronic linkage and sharing of records and details of all complaints investigated 
(as set out in paragraph 2.1).  
 
4.6 
Co-operate fully with the Regulatory Compliance Unit of the Council in providing advice and 
assistance as appropriate relating to noise enforcement. 
 
4.7 
Provide such regular or other reports requested from time to time by Council concerning matters 
relating to noise control enforcement.  
 
4.8 
Provision as necessary of administrative services and records including statistical analysis of 
complaints received, actioned and processed. 
 
4.9 
Arrange for a key account manager to attend meetings as required. 
 
4.10 
Arrange for officers to attend as witnesses in the event of any prosecutions resulting from noise 
control enforcement actions. 
 
5.  ATTENDANCE FOR NOISE CONTROL ALARM DEACTIVATION 
 
5.1 
If an Alarm Technician is required to attend a noise control problem created by an unattended audio 
alarm activation, the Technician will take all reasonable steps to disconnect the external siren. In the 
event the alarm cannot be disconnected externally and entry into the premises is required to affect 
the deactivation, the Technician is then required to co-ordinate the attendance of the Police and a 
Council approved locksmith. The locksmith will be required to invoice the Council direct for their 
services. 
 
6.  REPORTING 
6.1 
The Supplier will provide a daily report (provided each Business day) with a summary including, 
but not limited to: 
  the number of noise complaints during the reporting period;  
  the location and type of complaint;  
  the outcome of each complaint (provide details, i.e. were the Police involved; was a follow 
up required, was a confiscation order was enacted?); and  
  details of confiscated goods and their status.  
 
6.2 
Monthly reporting is required and will include, but is not limited to: 
  Issues register 
  KPI status.  
 
 
7.  KPI MEASURES 
 
General 
Item 
Performance 
KPI 
Type 
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1 
Reporting 
Monthly reporting to be submitted by the 2nd Tuesday of every month; 
Issues register / service fails / KPI status 
2 
Invoicing 
Invoicing to be accurate and submitted by the 25th of every month 
 
Noise Control 
 
Item 
Performance 
KPI Measure 
Type 
1 
Delivery 
70% of calls answered in 30 seconds or less 
2 
Delivery 
90% of complaints about excessive noise to be responded to within 1 hour 
3 
Delivery 
95% of excessive noise directions issued immediately on first visit where 
excess noise confirmed on site. 
4 
Reporting 
Monthly reporting of calls and response achieved 
 
 
 
 
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Document Outline

• Christchurch City Council
• supply of services AGREEMENT
• FOR SECURITY SERVICES
• AGREEMENT NUMBER 4600003701
• 1. DEFINITIONS AND INTERPRETATION
  • 1.1 Definitions
    • (i) any step being taken to make the Supplier bankrupt, wind the Supplier up or to have a receiver, administrator, liquidator or statutory manager appointed to or in respect of the Supplier or any of its assets;
    • (ii) an order being presented for the sequestration of the Supplier's estate; or
    • (iii) a meeting of the Supplier's creditors being called or held, or the Supplier entering into any type of arrangement with, or assignment for, the benefit of all or any of its creditors.
  • 1.2 Interpretation
• 2. APPOINTMENT AND EXTENSION
  • 2.1 The appointment of the Supplier under this Agreement is non-exclusive.  It does not restrict the Council's right to contract with others, or to perform itself, services identical to or similar to the Services.
  • 2.2 This Agreement shall commence on the commencement date set out in item 4 of the Specific Terms.  This Agreement shall continue until all Services have been performed or, if the Services are for a fixed term, this Agreement shall terminate on the d...
  • 2.3 The Council may require the Supplier to complete Services that are in the course of being supplied but remain incomplete at the end of the Term.  In that event, the provisions of this Agreement will continue to apply until the completion of all su...
  • 2.4 If this Agreement is for a fixed term, the Council may (at its sole discretion), by written notice to the Supplier, request an extension of the Term of this Agreement. If the Supplier agrees to extend the Term, then such an extension is subject on...
  • 2.5 If item 5 of the Specific Terms provides for a right of extension, the Council may, at its sole and absolute discretion, and without providing any reason, extend the duration of the Term for the length of time specified in item 5.
• 3. REPRESENTATIVES
  • Supplier's Representatives
  • 3.1 The Supplier shall appoint a competent person acceptable to the Council to be the Supplier’s Contract Representative and their details are set out in item 2 of the Specific Terms.  The Supplier’s Contract Representative shall be authorised to mana...
  • 3.2 The Supplier shall appoint a competent person acceptable to the Council to be the Supplier’s Contract Manager and their details are set out in item 2 of the Specific Terms.  The Supplier’s Contract Manager shall be authorised to manage the operati...
  • 3.3 The Supplier shall appoint a competent person acceptable to the Council to be the Supplier’s Technical Representative and their details are set out in item 2 of the Specific Terms.  The Supplier’s Technical Representative shall be authorised to gi...
  • 3.4 The Supplier’s Contract Representative and the Supplier's Contract Manager shall be contactable by the Council at all reasonable times, including by mobile telephone or other suitable communication device.
  • 3.5 The Supplier may appoint a replacement Supplier’s Contract Representative and/or Supplier's Contract Manager and/or Supplier’s Technical Representative with the Council’s written consent.  The Supplier shall ensure that any replacement representat...
  • 3.6 The Council may, at any time, object on reasonable grounds to the continuance of any person as the Supplier's Contract Representative, Supplier's Contract Manager or the Supplier’s Technical Representative by giving notice in writing to the Suppli...
  • Council's Representative
  • 3.7 The Council shall appoint a competent person to be the Council’s Contract Representative and their details are set out in item 2 of the Specific Terms. The Council’s Contract Representative is authorised by the Council to manage the relationship a...
  • 3.8 The Council shall appoint a competent person to be the Council’s Contract Manager and their details are set out in item 2 of the Specific Terms.  The Council’s Contract Manager is authorised by the Council to manage the operational and business re...
  • 3.9 The Council shall appoint a competent person to be the Council’s Technical Representative and their details are set out in item 2 of the Specific Terms. The Council’s Technical Representative has the authority to give the Supplier all day to day d...
• 4. COMMUNICATIONS WITH THE COUNCIL
  • 4.1 The Supplier’s Contract Representative shall attend meetings with Council’s Contract Representative when requested by Council to discuss and agree on any variation to the terms and conditions of the Agreement and to resolve any issues that may rem...
  • 4.2 The Supplier's Contract Manager and the Council’s Contract Manager will keep in regular contact and shall attend meetings as reasonably requested by either party's representative to review and discuss any issues relating to the performance under t...
  • 4.3 The Supplier’s Contract Manager shall provide reports and meet with the Council’s Contract Manager to explain the reports, and to receive instructions from the Council regarding the delivery of the Services. The information incorporated into the r...
  • 4.4 All day to day communications and instructions regarding the delivery of the Services between the parties will be directed between the Supplier's Technical Representative and the Council’s Technical Representative.
  • 4.5 The Supplier will instruct other senior personnel involved in the delivery of the Services to submit to the Council written reports and to attend meetings with Council officers as and when required by the Council.
• 5. SUPPLIER'S OBLIGATIONS
  • Duty of care
  • 5.1 The Supplier must provide the Services:
    • 5.1.1 in accordance with the specifications described in item 9 of the Specific Terms.  This covenant shall survive payment;
    • 5.1.2 using the highest reasonable standard of skill, care and quality that would reasonably be expected from a skilled and experienced supplier engaged in providing the same type of services as the Services under the same or similar circumstances;
    • 5.1.3 utilising techniques, methods, procedures and, where necessary, materials of a high quality and standard in accordance with best professional practice in providing the Services; and
    • 5.1.4 to the Council’s satisfaction.
  • 5.2 The Supplier will perform the Services in a manner that gives appropriate regard to the protection of the natural environment.
  • 5.3 The Supplier will comply with all environmentally related legislation and codes of practices relating to the Services being provided.
  • 5.4 The Supplier will ensure any opportunities for improvement in the Council’s environmental performance identified by the Supplier’s employees or Subcontractors are reported to the relevant Council key contact.
  • 5.5 The Supplier shall assign to Council the benefit of any warranties and/or covenants from a third party in respect of the Services.
  • Compliance with directions
  • 5.6 The Supplier shall ensure that it complies with all reasonable directions given by the Council.
  • Avoid unreasonable interference
  • 5.7 The Services will be carried out so as not to interfere unreasonably with:
    • 5.7.1 the use of the Site by the Council or any third party including other suppliers or contractors engaged by the Council; and
    • 5.7.2 the convenience of the public.
  • Co-operation
  • 5.8 The Supplier will co-operate to the fullest extent possible to not do anything that might unreasonably hinder or impede:
    • 5.8.1 the Council;
    • 5.8.2 the Council's Contract Representative;
    • 5.8.3 any employee or agent of the Council;
    • 5.8.4 other persons engaged by the Council to provide services to the Council; and
    • 5.8.5 any members of the public who are affected by the provision of the Services.
  • Timeliness and delay
  • 5.9 The Supplier must provide the Services in a timely and efficient manner in accordance with any timetable set out in this Agreement or as subsequently agreed in writing between the Council and the Supplier.
  • 5.10 The Supplier will notify the Council as soon as is reasonably possible on becoming aware of any real or potential delay in providing the Services or any failure to provide the Services.  The Supplier will immediately take all practicable actions ...
  • 5.11 If the Supplier is unable to carry out a particular aspect of the Services the Supplier may, with the Council's prior written consent, hire other services from a third party to meet the objectives of this Agreement (Third Party Services).
  • 5.12 All additional costs incurred by the supply of the Third Party Services shall be met by the Supplier and the Council shall have no liability for, or in relation to, the Third Party Services.
  • Compliance with Applicable Requirements
  • 5.13 The Supplier must provide the Services in accordance with all Applicable Requirements.  The Supplier must not place the Council in breach of any Applicable Requirements.
  • 5.14 The Supplier must ensure that it and all personnel engaged in the provision of the Services hold all licences, authorisations, permits, and registrations necessary to perform and complete the Services in accordance with all Applicable Requirements.
  • Keep the Council informed
  • 5.15 The Supplier will regularly consult, confer and inform the Council about the performance of the Services as appropriate or as reasonably required by the Council.
  • Damage by Supplier
  • 5.16 If, in carrying out the Services, the Supplier does anything or fails to do anything that damages or leads to damage to the property of the Council or any other person, the Supplier will promptly:
    • 5.16.1 notify the Council of the nature and extent of that damage and such other details of the damage as the Council may require;
    • 5.16.2 notify the owner of the property of the damage; and
    • 5.16.3 arrange, at the Supplier's cost, for the damage to be repaired or (if not possible) replaced to the reasonable satisfaction of the owner of the property.
  • Records, information requests and inspection
  • 5.17 The Supplier must keep full records and documentation in relation to the Services.
  • 5.18 Where Council has a reasonable concern about the Supplier’s financial viability or ability to continue to perform the Services it may:
    • 5.18.1 request that the Supplier (at its own cost) provides to the Council for inspection, all documents and records within the Supplier's possession or control relating to the Services; and/or
    • 5.18.2 request that the Supplier provides the Council with access to the Supplier’s premises, facilities and staff to allow Council to audit and inspect the Supplier’s records concerning the delivery of the Services,
  • and the Supplier will comply with any requests made by the Council under this clause as soon as is reasonably practicable.
  • 5.19 The Council’s failure to inspect the Supplier's information or records does not relieve the Supplier of any responsibility to perform the Services according to the terms of this Agreement.
  • 5.20 The Council may, at its election, require that the records and documentation in relation to the supply of the Services be "peer reviewed", subject to appropriate agreements as to confidentiality.  This will involve receiving a second opinion from...
  • 5.21 The Supplier agrees to immediately pass on any request for information that it receives (including those under the Local Government Official Information and Meetings Act 1987) to the Council for instruction and/or action.
  • Working with the Council
  • 5.22 The Supplier acknowledges that it is in all respects an independent Supplier and not an employee, partner, subsidiary or agent of the Council, and it is not entitled to act in any manner contrary to this, except as expressly authorised by this Ag...
  • 5.23 The Supplier agrees that it will not claim at any stage either during or subsequent to the duration of the Services that it is or was an employee of the Council.
  • 5.24 The Supplier and its employees must adhere to the Council’s computer systems regulations and technology policies in force from time to time. The Supplier must not disclose any passwords or any other information pertaining to the Council’s compute...
  • Defective services
  • 5.25 Without limiting any other remedy available to the Council, if the Council is of the view that there are any defects or deficiencies in the whole or any part of the Services or the Services do not comply with this Agreement, the Council shall:
    • 5.25.1 issue a direction to the Supplier notifying it of the defect, deficiency or non-compliance; and
    • 5.25.2 direct the Supplier to rectify the defect, deficiency or non-compliance at the Supplier's cost within a reasonable period of time, as notified in that direction.
  • 5.26 If the Supplier does not comply with the direction within the period specified, the Council may (without limitation):
    • 5.26.1 acting reasonably, assess the reduction in the value of the Services as performed and deduct that amount from the Contract Price;
    • 5.26.2 rectify or engage another person to rectify the defect, deficiency or non-compliance and deduct the cost of that work from the Contract Price; or
    • 5.26.3 where the defect, deficiency or non-compliance or its rectification cause the carrying out of abortive work or rework, assess the cost of that work and deduct that cost from the Contract Price.
  • 5.27 Any Services performed (or which should have previously been performed), by the Supplier before the Commencement Date and which are described as part of the Services in item 9 of the Specific Terms, will be deemed to be part of the Services under...
  • 5.28 Except as provided in this Agreement, the Supplier will provide the Services and will not subcontract or delegate any of its rights or obligations without the prior written consent of the Council to be given in its sole discretion.
  • 5.29 Approved sub-contractors shall be deemed to be bound by the provisions of this Agreement, with the Supplier accepting legal responsibility for the sub-contractor for all matters touching or concerning this Agreement.
  • 5.30 The Council shall not be required to make payment directly to approved sub-contractors.
• 6. HEALTH AND SAFETY
  • 6.1 The Supplier shall appoint a person as the Safety Officer for the health and safety duties to be performed under this Agreement.  The Safety Officer shall be the primary point of contact in all health and safety matters.  The name and contact deta...
  • 6.2 Where required by the Item 14 of the Specific Terms, the Supplier shall at least 20 Business Days prior to commencement of the Services:
  • 6.2.1 undertake a specific risk assessment of the Services; and/or
  • 6.2.2 prepare and submit to the Council a Plan for the execution of the Services.
  • 6.3 The Plan shall:
  • 6.3.1 address the means by which the Supplier intends to meet its obligations under this clause 6 and any other requirements set out in the Agreement; and
  • 6.3.2 detail how the Supplier will maintain a safe work environment and ensure legislative and best practice compliance.
  • 6.4 Within 5 Business Days of receipt of the Supplier's Plan, or revised Plan, the Council shall notify the Supplier in writing whether or not it accepts the Plan.  Where the Council does not accept the Plan, the notice shall include the Council's rea...
  • 6.5 The Supplier shall not commence any part of the Services unless the Council has accepted the Plan or revised Plan.
  • 6.6 The Supplier must comply with the Plan accepted by the Council. Compliance with the Plan shall not relieve the Supplier from any of its duties, obligations, and liabilities under the Agreement.
  • 6.7 The Council shall notify the Supplier of any safety hazards or risks associated with the Services, or special safety measures required, of which the Council are aware, and with which an experienced supplier may not reasonably be expected to be fam...
  • 6.8 Where required by the Item 14 of the Specific Terms, the Supplier shall provide to the Council a monthly health and safety report, meeting the requirements agreed with the Council.  The format and content of the monthly health and safety reports s...
  • 6.9 Where required by the Item 14 of the Specific Terms the Supplier shall hold health and safety accreditations which have been approved by the Council.
  • 6.10 The Supplier shall ensure so far as is reasonably practicable that the health and safety of any:
  • 6.10.1 workers involved in carrying out the Services;
  • 6.10.2 workers whose activities in carrying out work are influenced or directed by the Supplier; and
  • 6.10.3 other person,
  • 6.11 The Supplier must have in place and operate throughout the carrying out of the Services:
  • 6.11.1 ongoing hazard and risk identification and mitigations processes;
  • 6.11.2 proper procedures for dealing with emergencies that may arise; and
  • 6.11.3 an effective drug and alcohol policy that applies to its workers.
  • 6.12 Where required for the delivery of the Services the Supplier shall provide all watching and provide, erect, maintain and when no longer required remove all barricades, fencing, temporary roadways and footpaths, signs, and lighting necessary for t...
  • 6.13 The Supplier shall, so far as is reasonably practicable, engage with workers (including all workers of the Supplier and Subcontractors and any workers who are likely to be directly affected by the work) involved in carrying out the Services in re...
  • 6.14 The Supplier shall so far as is reasonable practicable co-ordinate, consult and cooperate with all other duty-holders in relation to the Services, including the Council.  The Supplier shall facilitate engagement between the Supplier and the Counc...
  • 6.15 Following any Notifiable Event the Supplier shall:
  • 6.15.1 give to the Council a copy of any information or notice which the Supplier is required to provide or make to Worksafe or the relevant designated regulatory agency under the Health and Safety at Work Act 2015 (HSE Regulator) relating to any deat...
  • 6.15.2 provide the Council a report giving complete details, including results of investigations, into the cause of the Notifiable Event and any recommendations or strategies for prevention of any similar the Notifiable Event in the future; and
  • 6.15.3 provide the Council with such assistance as may be reasonably necessary to conduct a Notifiable Event, incident or accident investigation.
  • 6.16 The Supplier must, as soon as possible, notify the Supplier of any proceedings and/or enforcement action it is issued with.
  • 6.17 The Supplier shall provide the Council with sufficient information and access to any site where the Services are executed in order to review, monitor or audit the Supplier's health and safety procedures and practices as deemed appropriate by the ...
  • 6.18 If during the term of the Agreement the Council considers the Supplier is:
  • 6.18.1 not conducting the Services in compliance with the Plan, relevant legislation, applicable codes of practice or standards, or any other requirements for health and safety set out in the Agreement; or
  • 6.18.2 conducting the Services in such a way as to endanger the health and safety of the Supplier’s employees or Subcontractors, or any other person;
  • 6.19 Any failure by the Supplier to comply with its obligations under this clause 6 shall be grounds for the Council to give notice under clause 22.
  • 6.20 The Supplier shall comply with any other requirements for health and safety set out in the Agreement.
• 7. SUPPLIER'S PERSONNEL
  • Obligation of Supplier
  • 7.1 The Supplier is to provide all necessary personnel to meet its obligations effectively under this Agreement and such personnel must:
    • 7.1.1 be competent and have appropriate qualifications or experience;
    • 7.1.2 wear appropriate protective clothing; and
    • 7.1.3 attend, at the Supplier's expense, such training sessions at the Council's premises as the Council may reasonably require from time to time in connection with the Services.
  • Key Personnel
  • 7.2 The Supplier is to ensure that the Key Personnel specified in item 6 of the Specific Terms are allocated to undertake the Services.  The Supplier is to maintain the Key Personnel throughout the performance of the Services unless:
    • 7.2.1 the Council approves the substitution of any Key Personnel;
    • 7.2.2 notice is given by the Council under clause 7.4 to remove a person who is a Key Personnel member;
    • 7.2.3 a person who is one of the Key Personnel dies, retires, or resigns (and ceases to be engaged by the Supplier directly or indirectly in any way), or otherwise suffers from serious ill health or disability materially affecting that person's abilit...
    • 7.2.4 in respect of a person who is one of the Key Personnel, that person's work in respect of the Services has been completed.
  • Concerns with personnel
  • 7.3 Should the Council have any concerns with any of the Supplier's personnel the Council will first discuss the concerns with the Supplier to endeavour to resolve the concerns within an agreed timeframe.
  • 7.4 If the parties cannot resolve the concerns to the satisfaction of the Council within the agreed timeframe then the Council may give notice with immediate effect to the Supplier to remove any of the Supplier's personnel (including any Key Personnel...
• 8. ORDERING AND DELIVERY
  • 8.1 A Council issued Purchase Order is required for all Services supplied under this Agreement. All order confirmations, and invoices must state the relevant Purchase Order number.
  • 8.2 Unless stated in item 10 of the Specific Terms, all Services must be provided within Council business hours.  Normal Council business hours are 8:30 am to 5:00 pm, Monday to Friday.
  • 8.3 The time of delivery of the Services is and shall remain a fundamental element of this Agreement and no acts of the Council, including acceptance of late or partial delivery of Services, shall constitute waiver of this provision.
  • 8.4 The Supplier shall be responsible for meeting all costs of insurances, transport, disbursements and the costs and expenses of any other services in the delivery of the Services unless otherwise specified in the Purchase Order.
• 9. CONTINUOUS IMPROVEMENT
  • 9.1 It is a condition of this Agreement that, in addition to the Services the Supplier shall, at its own cost, be responsible for identifying gaps in the Council’s Services and systems and providing the expert advice required to close these gaps.  Imp...
  • 9.2 The Supplier shall also take the lead role in ensuring that the standard of the Council’s Services are maintained at a consistently high level by routinely meeting with the Council’s Contract Representative to report and make recommendations on:
    • 9.2.1 changes to existing services or systems;
    • 9.2.2 new technology;
    • 9.2.3 innovations; and
    • 9.2.4 added value efficiencies.
• 10. KEY PERFORMANCE INDICATORS
  • 10.1 The Supplier's performance in carrying out the obligations imposed on it in terms of this Agreement will be monitored and assessed using the KPIs specified in item 12 of the Specific Terms and in accordance with the terms specified below.
  • 10.2 The Supplier acknowledges that the Council will consider the Supplier's performance against KPIs when considering the allocation of assignments/Statements of Work/Purchase Orders and/or any extension of term as allowed for in this Agreement.
  • 10.3 The parties agree that the KPIs may be altered or amended from time to time at the Council's discretion in order to ensure continued achievement of the objectives of the KPIs.
  • 10.4 The objectives of the KPIs are to:
    • 10.4.1 ensure that a high quality of service is provided consistently throughout the Agreement;
    • 10.4.2 align the objectives of the parties to ensure a collaborative relationship exists between the parties; and
    • 10.4.3 ensure continual improvement to ensure cost efficiencies.
  • 10.5 The KPIs indicate the performance levels to be met. For any KPI that does not meet the criteria for any reporting period, the Council may at its sole discretion, require the Supplier to either:
    • 10.5.1 propose to implement an improvement plan with Council's approval; or
    • 10.5.2 remedy performance to within the parameters set for full compliance with all KPIs within a timeframe set by the Council.
  • 10.6 Should the Supplier not meet the required performance levels on three consecutive occasions or fail to remedy performance as required by the Council, the Council may at its sole discretion terminate the Agreement or part thereof.
  • 10.7 The Council shall monitor the Supplier's performance and provide the Supplier with a written report either monthly or at the intervals specified in item 12 of the Specific Terms.
  • 10.8 The Supplier shall, within 10 Business Days of receipt of the Council's report write to the Council either:
    • 10.8.1 accepting the Council's report and the KPI scores for that interval; or
    • 10.8.2 setting out the areas of disagreement.
  • 10.9 The Council shall review any areas of disagreement raised by the Supplier and within 10 Business Days of receipt of the Supplier's response prepare a final report.  Where the Council has not accepted the Supplier's objections it shall provide rea...
  • 10.10 The final report issued by Council shall be deemed to be the KPI report for that period.
  • 10.11 In the event that Key Performance Indicators are not specified in item 12 of the Specific Terms, the Parties agree to develop a schedule of KPIs against which the Supplier's  performance in carrying out the obligations imposed on it in terms of ...
• 11. VARIATIONS
  • Instruction for variations
  • 11.1 The Council may, at any time, instruct that the Services be varied by completing a Variation.  Any Variation instructions must be in writing and signed by the Council.
  • 11.2 If the Supplier receives any instruction from Council which is not stated to be a Variation but which the Supplier believes to be a Variation, the Supplier must as soon as practicable, or in any event within ten (10) Business Days of receipt of s...
  • 11.3 The Supplier must comply with a request under clause 11.1 if the Supplier has available to it the necessary resources required to comply with the request.
  • 11.4 If the parties agree to discontinue the supply of Services and/or replace the same with alternative Services this shall be recorded as a Variation and the description of the Services in item 9 of the Specific Terms amended accordingly.
  • Contract Price consequences
  • 11.5 Within five (5) Business Days of receipt of a request for a Variation of the Services, the Supplier must advise the Council in writing of the extent to which the Variation of the Services will increase or decrease the Contract Price and the basis...
  • 11.6 If no agreement is reached regarding the effect of a Variation on the Contract Price within fifteen (15) Business Days of Council receiving the Supplier's advice under clause 11.5, Council may vary the Contract Price by a reasonable amount having...
  • 11.7 Any dispute concerning a Variation must be dealt with in accordance with clause 24.
• 12. CHANGES TO SERVICES OR SUSPENSION OF SERVICES
  • 12.1 The Council shall have the right by written notice to:
    • 12.1.1 suspend the delivery of Services;
    • 12.1.2 to make changes from time to time to the description, specification, special requirement and quantity or the delivery date(s) of the Services to be supplied.
  • 12.2 Any notice given under clause 12.1 shall constitute a Variation.
  • 12.3 If any suspension or changes instructed under clause 12.1 cause an increase or decrease in the cost of performance of this Agreement or in the time required for its performance, the Supplier shall:
    • 12.3.1 make a claim, in writing to the Council, for an adjustment in the Contract Price in writing within fifteen (15) Business Days from the date of receipt by the Supplier of notification under clause 12.1;
    • 12.3.2 provide, as soon as practicable, details of the amount claimed and supporting cost figures.
  • 12.4 An equitable adjustment shall then be negotiated between the parties.  The amended price shall be recorded as a Variation.
  • 12.5 The Supplier shall be required to proceed with the Services pending resolution of any claim by the Supplier.
  • 12.6 The Council shall be entitled to suspend the Agreement, any Purchase Order or any obligations under the Agreement on the occurrence of any seismic activity in Christchurch or its surrounds which has, or is likely to have, an adverse effect on the...
  • 12.7 Any suspension under clause 12.6 will not give rise to any liability or compensation due to the Supplier and the suspension would remain in force until the Council is satisfied, at its sole discretion, that it can receive the benefit of the Servi...
• 13. PRICING
  • Contract Price
  • 13.1 The price for the Services shall be as shown in item 11 of the Specific Terms and unless otherwise stated it is fixed for the term of this Agreement, and exclusive of GST.
  • 13.2 Disbursements will only be considered if the costs are identifiable as unique requirements for the project.  Any disbursements that the Supplier intends to claim for must be agreed in advance in writing by the Council's Representative and shall b...
  • 13.3 The Supplier must obtain the Council's prior written agreement to charge for disbursements for travel and accommodation for any out of town personnel.  Council shall have no liability for any disbursement incurred without its prior written agreem...
  • 13.4 Where the Supplier has obtained the Council's prior written agreement in advance disbursements for travel and accommodation shall be itemised and identified monthly on invoices submitted by the Supplier as follows.  Each invoice must:
    • 13.4.1 state the personnel the disbursement relates to, their role and provide evidence of Council's prior agreement to meet the cost;
    • 13.4.2 provide receipts for any airfares to and from Christchurch and confirm that the airfares selected were the lowest available airfares; and
    • 13.4.3 provide receipts for any accommodation in Christchurch and confirm that the accommodation costs are reasonable in Christchurch.
  • Variable Price
  • 13.5 Where item 11 of the Specific Terms states that the Contract Price is variable the following clauses shall apply.
  • 13.6 The Contract Price may be adjusted at the date(s) as shown in item 11 of the Specific Terms. The Supplier must:
    • 13.6.1 notify the Council’s Contract Representative of the changes in the Contract Price of the Services; and
    • 13.6.2 set out the rationale and effect of an adjustment to the Services Contract Price.
  • 13.7 Any claim for a change to the Contract Price must be submitted in writing twenty (20) Business Days in advance of the effective date of the intended price adjustment to the Council’s Contract Representative and include:
    • 13.7.1 details of those items of cost that have increased, including the proportion of each of those items in relation to the total price or apply the price adjustment formula as shown in item 11 of the Specific Terms;
    • 13.7.2 details of those items that have reduced in price; and
    • 13.7.3 provide evidence acceptable to the Council’s Contract Representative in support of such claim.
  • 13.8 The decision of the Council’s Contract Representative on whether or not to approve a change in the price of the Services shall be final and binding.
  • 13.9 The Supplier will:
    • 13.9.1 promptly make available to the Council’s Contract Representative any information requested to enable the Council to assess the validity of the Supplier’s claim for an increase/decrease; and
    • 13.9.2 co-operate with the Council’s Contract Representative to ensure a speedy and efficient determination of an increased/decreased claim.
  • 13.10 The Council may, at its discretion, require the Supplier to appoint an independent auditor, to examine the validity of the information on which price changes are based and to advise the parties on what would be appropriate changes to the price p...
  • 13.11 The Supplier may require that any independent auditor:
    • 13.11.1 is a person who is independent of the Council and Supplier; and/or
    • 13.11.2 enters into a confidentiality agreement where the information requested relates directly or indirectly to commercially sensitive pricing information.
  • 13.12 Any independent auditor appointed by the Supplier must be approved by Council and is engaged at the Supplier's cost.
  • 13.13 The Supplier shall not be entitled to an adjustment in the Contract Price for the Services where:
    • 13.13.1 an adjustment is a retrospective claim for price increases for Services already delivered; and/or
    • 13.13.2 it is an increase which has the effect of eroding any discount to which the Council was previously entitled.
  • 13.14 In the event of the parties agreeing to a change in the Contract Price for the Services, the parties shall complete a Variation to record the new Contract Price.
• 14. PAYMENT
  • Supply of the Services
  • 14.1 In order to receive payment for the Services, the Supplier shall, within five (5) Business Days of the end of the month following supply of the Services, provide to the Council’s Accounts Payable section a GST tax invoice for the Services which i...
    • 14.1.1 the Purchase Order number;
    • 14.1.2 the date (or period) of supply; and
    • 14.1.3 a full description of the Services supplied on those dates.
  • 14.2 If requested, the Supplier shall include an estimate of the percentage for the complete status of each current activity, an accurate breakdown of time and cost spent on each activity and receipts or other appropriate evidence.
  • 14.3 The Council shall be entitled to query any aspect of the Supplier’s invoice.  The Supplier shall fully and promptly co-operate with the Council to resolve any such query.  While any matter is being queried, the Supplier shall continue to perform ...
  • 14.4 Payment in respect of any invoices provided by the Supplier which have not met the requirements of this clause 14 will not be effected.
  • 14.7 Subject to the Supplier's invoice meeting the requirements of clause 14.1, payment for Services supplied, once approved, will be effected on the first Wednesday on or after the twentieth (20th) of the month following the date of the Supplier’s in...
  • Address for Invoice and Statement
  • 14.8 Invoices and statements are to be addressed to:
• Christchurch City Council
• PO Box 73015
• CHRISTCHURCH 8154
• Attention: Accounts Payable
• Email: [email address]
  • Electronic Payment
  • 14.9 Payment will be effected by Electronic Funds Transfer (EFT) (direct credit).
  • Disputing an Invoice
  • 14.10 Where the Council disputes any amount in an invoice, it shall pay the portion of the amount stated in the invoice which is not in dispute.  The Council shall notify the Supplier in writing of the reasons for disputing the remainder of the invoic...
• 15. LICENCES, TAXES, CONSENTS AND POLICY
  • Licences, Consents and Policies
  • 15.1 The Supplier shall obtain and comply with all licences, consents, permits and authorities necessary to supply the Services to the Council except as expressly stated in item 8 of the Specific Terms.  The Supplier shall meet the cost of all duties,...
  • 15.2 During the Term there may be changes in the Council's policies and business practices which may affect the carrying out of this Agreement.  The parties will co-operate in good faith to make any amendments to this Agreement that may be required as...
  • 15.3 Where the parties cannot agree on changes required, the Supplier may elect to terminate this Agreement rather than to continue on the basis proposed by the Council, subject to the Supplier complying with such provisions as to what shall occur on ...
  • GST and Taxes
  • 15.4 The Supplier shall be registered for GST with the Inland Revenue Department (IRD) if required to do so under the Goods and Services Tax Act 1985.
  • 15.5 If the Supplier is registered for GST, the Supplier must issue GST invoices to the Council when submitting claims for payment.
  • 15.6 The Supplier shall comply with all statutory and regulatory requirements and directions of the IRD and New Zealand Customs with regard to the filing of returns and payment of any tax.
• 16. INTELLECTUAL PROPERTY RIGHTS
  • 16.1 New Intellectual Property means all Intellectual Property rights collated, collected, prepared or created by the Supplier (or persons acting on behalf of the Supplier) in providing the Services (but not including Pre-existing Intellectual Propert...
  • 16.2 Pre-existing Intellectual Property means all Intellectual Property rights owned by the Supplier or any third party, prior to this Agreement, which has been provided to, or used by, the Supplier in providing the Services.  Pre-existing Intellectua...
  • 16.3 Council’s Intellectual Property means Intellectual Property rights owned by the Council and provided to the Supplier for the purposes of carrying out the supply of the Services.  The Council’s Intellectual Property shall remain its property.
  • 16.4 The Supplier grants to the Council, or agrees to procure for the benefit of the Council, a royalty-free licence to use and copy Pre-existing Intellectual Property to the extent reasonably required to enable the Council to make use of the Services...
  • 16.5 The Council grants to the Supplier a royalty-free licence to use and copy the Council’s Intellectual Property to the extent reasonably required to enable the Supplier to provide the Services to the Council.
  • 16.6 The Supplier confirms that the New Intellectual Property, the Pre-existing Intellectual Property and the Services will not infringe any intellectual property or other rights of any third party.
  • 16.7 The Supplier will sign all necessary documents and do all things necessary immediately at the Council’s request to establish and protect any of the Council’s rights in the New Intellectual Property.
• 17. INSURANCE
  • Public Liability Insurance
  • 17.1 The Supplier shall hold at its cost at all times during the Term of this Agreement, Public Liability Insurance of not less than the amount specified in item 7 of the Specific Terms with a substantial reputable insurance company with a rating no l...
  • Professional Indemnity Insurance
  • 17.3 Where this Agreement relates to the supply of professional services, the Supplier shall hold at its cost at all times during the Term of this Agreement, Professional Indemnity insurance of not less than the amount specified in item 7 of the Speci...
    • 17.3.1 purchasing an up-front multi-year Professional Indemnity insurance policy covering its remaining liability in terms of this Agreement; or
    • 17.3.2 agreeing and acknowledging that it is required to annually purchase Run-Off Cover for the remainder of the six year period and annually provide the Council with written evidence that the insurance policy has been renewed by at least 30 days pri...
  • 17.4 The Supplier shall also make full disclosure of any special policy conditions which may impact the Council’s ability to rely on the policy in order to claim all costs, claims, liabilities, losses, damages and expenses suffered or incurred by the ...
  • Written Evidence
  • 17.6 Signed certificates of currency for any insurance policies which meet the terms of this Agreement must be provided to the Council before any payment shall be made by the Council under this Agreement.
  • 17.7 If requested by the Council, the Supplier shall also provide written evidence that all insurances are in force and that all premiums have been paid.
  • 17.8 The Supplier shall not make any material alteration to the terms of any insurance required by this Agreement during the currency of the insurance or its renewal without prior notice being given to and agreed by the Council.
  • 17.9 The Supplier shall ensure that any insurance policies provided are primary and without contribution from any policy of insurance effected by the Council.  The Supplier shall notify the Council if its insurance is altered or cancelled or if any cl...
  • 17.10 Where the Supplier is in breach of any of its obligations under this insurance clause, the Council may suspend the Services until the obligations have been complied with, or terminate the Agreement in accordance with clause 22.2.2 if the Supplie...
• 18. INDEMNITY
  • 18.1 The Supplier indemnifies the Council in respect of all costs (including legal costs), claims, liabilities, losses, damage and expenses suffered or incurred by the Council and any CCO as a direct consequence of any unlawful, criminal or dishonest ...
  • 18.2 For avoidance of doubt the indemnity in clause 18.1 is additional to, and does not restrict or limit, Council’s right to seek damages in respect of any other breach of this Agreement, including damages for any indirect or consequential loss to th...
  • 18.3 The Supplier's potential liability in terms of this clause shall continue for the duration of this Agreement and for a further period of 6 years from date of expiry or termination of this Agreement provided notice of a potential claim is given to...
• 19. FORCE MAJEURE
  • 19.1 A Force Majeure Event shall be an event including a flood, earthquake or other act of God, excluding any industrial action or business trading risk.
  • 19.2 Neither party will be responsible for any act, omission or failure to fulfil its obligations under this Agreement if such act, omission or failure arises from any Force Majeure Event.
  • 19.3 The party that cannot carry out its obligations under this Agreement must give the other party notice as soon as practicable of:
    • 19.3.1 the specific Force Majeure Event giving rise to the inability of that party to carry out its obligations under this Agreement;
    • 19.3.2 the probable extent to which the party will be unable to perform or will be delayed in performing its obligations under this Agreement.
  • 19.4 On the issue of notice of a Force Majeure Event, the obligations of the party giving the notice will be suspended to the extent that the party is prevented from carrying out its obligations under this Agreement.
  • 19.5 The party giving notice must take all reasonable steps to mitigate the effects of the Force Majeure Event and must resume performance of the supply of the Services as promptly as possible.
  • 19.6 Should the Force Majeure Event continue for a period exceeding twenty (20) Business Days, then the party being the recipient of the Force Majeure Event notice may cancel this Agreement by giving written notice to the other party.
  • 19.7 Where a Force Majeure Event gives rise to the need for a variation to the terms of this Agreement, it shall be recorded as a Variation.
• 20. CONFIDENTIALITY
  • 20.1 The parties agree that any information pertaining to this Agreement, including prices, reports and terms of this Agreement, remain strictly confidential and are not to be disclosed to any other party except in the circumstances where:
    • 20.1.1 the information is already in the public domain (otherwise than by breach of this clause);
    • 20.1.2 a party is required to release the information by any statutory or regulatory obligation, or by any judicial or arbitration process;
    • 20.1.3 a party decides to utilise a debt collection agent to recover any money under this Agreement.  In that situation, that party may disclose to the debt collection agency such information as it may reasonably require for the recovery of such money;
    • 20.1.4 the other party has consented in writing to the disclosure of the information; or
    • 20.1.5 the disclosure of information to an independent auditor as required in accordance with this Agreement.
  • 20.2 If requested by the Council, the Supplier shall immediately sign all necessary documents and do all things necessary to establish and protect any of the Council’s rights in any confidential information.
  • 20.3 The Supplier acknowledges that the Council’s obligations under this clause 20 are subject to the Local Government Official Information and Meetings Act 1987 under which the Council is required to treat each request for information in accordance w...
  • 20.4 The Supplier may not advertise or make any statements to the media in relation to this Agreement without the prior written consent from the Council’s Contract Representative.
• 21. REMEDIES
  • 21.1 The rights of both parties under this Agreement shall be in addition to their rights and remedies at law or in equity.
  • 21.2 The Supplier shall not be entitled to anticipatory profits or to special (including multiple or punitive), incidental or consequential damages.
  • 21.3 Any damages, losses, costs and expenses incurred by the Council that are due to the Supplier’s failure, may be set-off against moneys owed to the Supplier or recovered as a debt owing.
• 22. TERMINATION
  • 22.1 Where the Supplier is unable to provide the Services or any part of the Services for any reason, the Supplier must immediately notify the Council and the Council may, at its discretion, vary or terminate this Agreement.
  • 22.2 The Council may immediately cancel this Agreement, either entirely or in part, by written notice to the Supplier if the Supplier commits one or more of the following events of default:
    • 22.2.1 the Supplier commits a breach of this Agreement and fails, after receipt of written notice requesting remedy of the breach, to remedy that breach within the timeframe specified in the notice;
    • 22.2.2 the Supplier commits a breach of the insurance clause of this Agreement (clause 17) and fails to remedy the breach within ten (10) Business Days;
    • 22.2.3 the Supplier suffers an Insolvency Event;
    • 22.2.4 the Supplier ceases to carry on its business in whole or in part (except in the circumstances of a Force Majeure Event);
    • 22.2.5 the Supplier by act or omission allows circumstances to occur as a consequence of which any rights, powers, licences, permits or authorisations necessary for the proper management and supply of the Services are cancelled;
    • 22.2.6 if an individual, the Supplier dies or suffers a disability which prevents him or her from performing the Supplier’s obligations under this Agreement;
    • 22.2.7 the Supplier is the subject of repeated complaints from the Council or from other recipients of the Services;
    • 22.2.8 there is, in the Council’s reasonable opinion, an irretrievable breakdown in relations between the Council and the Supplier or a loss of confidence in the Supplier; or
    • 22.2.9 the Supplier commits a material breach of this Agreement.
  • 22.3 Where the Supplier’s Subcontractor commits one or more of the defaults described above, the default of the Subcontractor shall in turn become the default of the Supplier and, as such, entitle the Council to cancel this Agreement either in part or...
  • 22.4 The Council may immediately cancel this Agreement, either entirely or in part, by written notice to the Supplier where:
    • 22.4.1 as a result of the Council’s budgetary processes, the funding available for the Supplier is reduced or varied, or the Council transfers administration of the receipt of the Services to another entity; or
    • 22.4.2 the receipt of Services no longer meets the Council’s environmental, statutory and regulatory obligations or is no longer in accordance with the Council’s policies.
  • 22.5 On termination of this Agreement, the Supplier shall be entitled to be paid only up until the date of termination.  No penalties or cancellation charges shall be payable by the Council.
• 1.
• 23. CONSEQUENCES OF TERMINATION/EXPIRY
  • 23.1 On termination or expiry of this Agreement:
    • 23.1.1 each party shall immediately deliver to the other all documentation and property in their possession or control that belongs to the other party; and
    • 23.1.2 the Supplier must refund to the Council all fees paid by the Council that relate to a period after the termination or expiry of this Agreement.
  • 23.2 If requested by Council, the Supplier must provide reasonable assistance to enable the Council or a new supplier to assume the performance of the Services (the Disengagement Services).
  • 23.3 The Council will pay the Supplier for the Disengagement Services pursuant to clauses 13 and 14 and will allow the Supplier to access and occupy the location of the Services as is necessary to enable the Supplier to provide the Disengagement Servi...
  • 23.4 On termination or expiry of this Agreement, the obligations set out in clause 30.6 (Continuing Obligations) will continue to apply.
• 24. DISPUTE RESOLUTION
  • 24.1 In the event of a dispute, disagreement or difference of opinion arising under the Agreement as to:
    • 24.1.1 the meaning or application of any part of this Agreement; or
    • 24.1.2 any other matter arising from this Agreement,
  • the party claiming that a dispute has arisen must issue a Dispute Notice in writing to the other party, specifying the nature of the dispute.  On receipt of such a notice, the parties shall endeavour to resolve the dispute amicably and promptly and me...
  • 24.2 If the dispute is not resolved within twenty (20) Business Days of a party's or their nominee's receipt of a Dispute Notice, the dispute must be referred to senior officers of the parties or their nominees, who must meet and endeavour to resolve ...
  • 24.3 If the parties do not resolve the dispute within five (5) Business Days of the senior officers failing to resolve the dispute, a party or their nominee may, by written notice to the other, refer the dispute to mediate or agree to mediate.
  • 24.4 If the parties do not resolve the dispute at mediation, or do not agree to mediation then within a further  five (5) Business Days the parties may refer the matter to arbitration in accordance with the Arbitration Act 1996.  The arbitration will ...
    • 24.4.1 a single arbitrator be appointed.  If the parties fail to agree on an arbitrator, the President of the Arbitrators and Mediator Institute of New Zealand Incorporated shall appoint the arbitrator;
    • 24.4.2 no person who has participated in an informal dispute resolution process for the dispute (in any capacity) shall be allowed to act as arbitrator;
    • 24.4.3 the place of arbitration shall be Christchurch;
    • 24.4.4 the arbitrator will proceed promptly to deliver an award.  The parties shall co-operate fully with the arbitrator;
    • 24.4.5 the arbitrator’s decision in respect of findings of fact shall be final and binding, and the appeal rights under Clause 5 of the Second Schedule of the Arbitration Act 1996 are expressly excluded; and
    • 24.4.6 each party shall bear its own costs in arbitration and (in the absence of an arbitrator’s award to the contrary) shall pay the costs of the arbitrator in equal shares.
  • 24.5 The parties shall continue to perform all their obligations under this Agreement while awaiting the arbitrator's determination.  Neither party shall be obliged to pay any money which is the subject of the dispute.
  • 24.6 Neither the Supplier nor the Council may commence any court or arbitration proceedings relating to a dispute unless it has complied with the sub-clauses above relating to dispute resolution (except where either of them seeks urgent interlocutory ...
• 25. NOTICES
  • 25.1 All communications under this Agreement which are required to be in writing shall be sent by mail with postage prepaid or by hand delivery to the address for notices set out in item 1 of the Specific Terms or such other address as a party has not...
  • 25.2 Notice given in person is deemed to be served upon delivery or by post three (3) Business Days after the date of posting.  Any notice served on a non-Business Day is deemed to have been served on the first Business Day after that day.
• 26. CONFLICTS OF INTEREST
  • 26.1 The Supplier acknowledges:
    • 26.1.1 it has no knowledge of any conflict of interest that would arise by entering into and performing its obligations under this Agreement; or
    • 26.1.2 where there is any conflict of interest it has been disclosed to the Council in writing and waived by the Council in writing.
  • 26.2 The Supplier agrees that it will advise the Council immediately if it perceives a conflict of interest has arisen or potential conflict of interest will arise.
• 27. NON COLLUSIVE PRACTICES
  • 27.1 The Supplier acknowledges the Contract Price:
    • 27.1.1 is a bona fide price, intended to be competitive; and
    • 27.1.2 has not been fixed or adjusted under or in accordance with any agreement or arrangement with any other person.
• 28. COUNCIL AS REGULATORY BODY
  • 28.1 This Agreement does not bind the Council in its regulatory capacity as a Local Authority.
  • 28.2 The Supplier acknowledges that the Council, when acting in its regulatory function as a Local Authority, is obliged to and shall act as an independent Local Authority and not as a party to this Agreement.
  • 28.3 The Supplier shall have no right or claim against the Council in its capacity as a party to this Agreement as a result of any lawful action or decision made by the Council in the performance of its regulatory function except in the case of bad fa...
  • 28.4 Any decision of the Council acting in its regulatory capacity shall not be construed as an approval of the Council as a party to this Agreement or as a Variation unless otherwise expressly agreed in writing.
• 29. ASSIGNMENT / NOVATION
  • 29.1 The Supplier may not assign or novate its rights under this Agreement without the prior written consent of the Council (to be given at the Council's sole discretion).
  • 29.2 Any change in the legal or beneficial ownership of shares in the capital of the Supplier, or any third party that either directly or indirectly has a shareholding in the Supplier, or any change in the share structure of the Supplier or of any par...
  • 29.3 The Council may subcontract, assign or novate this Agreement in part or full.
• 30. GENERAL
  • 30.1 Currency
  • 30.2 Governing Law and Jurisdiction
    • This Agreement is governed by the laws of New Zealand.  The parties agree to submit to the non-exclusive jurisdiction of the Courts of New Zealand.
  • 30.3 Severability
    • If any one or more of the provisions contained in this Agreement are declared invalid by an order, decree or judgment of any Court of competent jurisdiction, this Agreement will be read as if such provision(s) had not been inserted.  Where this action...
  • 30.4 Entire Agreement
    • 30.4.1 This Agreement constitutes the entire agreement between the parties relating to the subject matter and replaces all prior agreements or undertakings whether oral or written.
    • 30.4.2 Each party, except to the extent qualified in this Agreement, confirms that on entering into this Agreement it has not relied upon any statement, warranty or other representation made or information supplied by or on behalf of the other party.
    • 30.4.3 Notwithstanding the sub-clauses above, where the Supplier has made specific representations as to its history, skills, performance and qualities, such representations may be relied upon by the Council in determining whether or not the Supplier ...
  • 30.5 Waiver
    • No right under this Agreement shall be deemed to be waived except by notice in writing signed by each party.  A waiver will not prejudice rights in respect of any subsequent breach.
  • 30.6 Continuing Obligations
    • The Supplier’s obligations contained under this clause and the provisions of the following clauses shall continue in force at the termination or expiry of this Agreement:
    • 30.6.1 Quality;
    • 30.6.2 Intellectual Property Rights;
    • 30.6.3 Insurance;
    • 30.6.4 Indemnity;
    • 30.6.5 Confidentiality;
    • 30.6.6 Consequences of Termination/Expiry; and
    • 30.6.7 Dispute Resolution.
  • 30.7 Quantities
    • The Council does not undertake to order any stated quantity or value of the Services.
  • 30.8 No Partnership
    • 30.8.1 Nothing in this Agreement constitutes the parties as partners or as agents for each other.  No party has any authority to bind the other or act on its behalf except to the extent expressly provided for in this Agreement.
    • 30.8.2 The Supplier is engaged by the Council under an agreement for supply of Services and is an "independent Supplier".  Notwithstanding any practice that may occur in the day to day dealings of the parties, no relationship of any other kind shall e...
  • 30.9 Order of Precedence
    • 30.9.1 Where there is a conflict between the description of the Services set out in item 9 of the Specific Terms and the Purchase Order, the description set out in the Purchase Order shall take precedence.
    • 30.9.2 This Agreement incorporates the Supplier's proposal and subsequent correspondence.  This Agreement shall prevail in the event of a conflict between clauses in this Agreement, the Supplier's proposal and any subsequent correspondence.
  • 30.10 Costs
    • 30.10.1 Each party is responsible for its own costs (including legal costs) of and incidental to the negotiation, preparation and execution of this Agreement.
    • 30.10.2 All costs (including legal costs) incurred by the Council in enforcing the provisions of this Agreement where the Supplier commits a default, shall be met by the Supplier.
• 31. EMERGENCY OPERATIONS CENTRE
  • 31.1 In the event that the Emergency Operations Centre (EOC) is activated and an emergency be declared, the Supplier may be called upon to supply the Services to the EOC. Should the Supplier provide the Services to the EOC, they will be supplied in ac...
  • 31.2 For the Services supplied to the EOC, the delivery instructions will be given by the EOC Logistics team.
  • 31.3 Payment for Services provided shall be in accordance with clause 14 and shall clearly state the Purchase Order number, date of supply and full description of the Services supplied. No payment shall be made of any invoices received which do not me...
• Corporate Support Unit
• PO Box 73015
• Christchurch 8154
• FROM:
• TELEPHONE:
• FACSIMILE:
• SERVICE: RFP for Security Services Package Number ______________________________
• Name: (in capitals)
• 1. SCOPE
• 2. HEALTH AND SAFETY
• 3. SUSTAINABILITY
• 4. REPORTING
• 5. COMPLIANCE
• 6. UNIFORMS
• 7. Christchurch Boundary Map
• 8. variations to site
• 1. Point to Point Cash Collection
• 2. Reporting
• 3. Invoicing
• 4. Qualifications/Certifications
• 5. KPI Measures
• 6. Schedule
• 1. General Requirement
• 2. Process:
• 3. Confidentiality
• 4. Other Duties of the Supplier
• 5. Attendance for Noise Control Alarm Deactivation
• 6. REPORTING
• 7. KPI Measures
• 1. Freedom Camping Enforcement (Seasonal)
• 2. Services Banks Peninsula
• 3. Services Christchurch City
• 4. Public Holidays:
• 5. Reporting
• 6. KPI Measures
• 1. General
• 2. Cash Collection and Security Transport
• 3. Noise Control
• 4. Freedom Camping Enforcement
• 5. Invoicing
• 6. Price Adjustment
• ARmourguard Security

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