Contract Drafting – Sept 2014

Contract Drafting
The Council’s standard practice is to award contracts through the use of a formal tender
agreement (Contract).

For all new contracts an assessment needs to be made on the level of business risk to the Council.
For low risk contracts with a value of under £5K a formal contract may not be required, but for
higher valued contracts a formal contractual agreement is required.

The Contract Manager can take advice from colleagues and the project team for each contract, but
should consider assessing risk in accordance with the principles adopted in other procurement
policies e.g. Equal Opportunities and Environmental.

The following procedure should be incorporated into the tender process to ensure that Legal
Services are involved in the drafting of the final contract documentation.

 Contract Manager to provide copies of tender documents, scoping document, special

conditions etc to Legal Services when the Tender/Quotation/Expression of Interest is
advertised.

 Contract Manager to ensure that a copy of the potential supplier’s terms and conditions are
obtained as part of the tender response – if applicable.

Issues:

 Contract Manager to update Legal Services with any additional documentation provided
during the tender process e.g. Supplier Terms & Conditions, Pricing Clarifications, draft
contract agreement ‘template(s)’ (taken from previous similar contracts) etc
 All parties to agree and be aware of the timescales for concluding the contract agreement.
 Contract Manager must take overall responsibility for getting the contract agreement
ready and approved for signature.
 Contract Manager needs to be involved in any negotiations with suppliers that will impact
on the contract.
 Contract Manager to co-ordinate the production of schedules but as a general rule the
following will apply:

Schedules

1. Invitation to tender (including conditions of contract) – supplied by Contract Manager

2. Supplier’s response to the invitation to tender – supplied by Contract Manager
3. Charges – supplied by Contract Manager

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 Contract Drafting – Sept 2014

4. Service Levels – to be negotiated by all parties based on tender then final draft
supplied by Contract Manager
5. Project Plan – supplied by Project Leader & Supplier if applicable
6. Guarantees – supplied by Project Leader & Supplier if applicable
7. End user license agreement – supplied by Project Leader & Supplier, if not already
included in tender response, if applicable.
8. Support and maintenance agreement – supplied by Project Leader & Supplier, if not
already included in tender response, if applicable.
9. Named employees – agreed by all parties then final draft supplied by Contract
Manager.
10. Escrow agreement - supplied by Project Leader & Supplier, if not already included in
tender response, if applicable.
11. Functional specification – supplied by Project Leader & Supplier if applicable.

 Once the final version of the contract, including all relevant schedules has been agreed by all
interested parties the contract manager should arrange for 2 copies of the documents to be
signed by the Council. The Project Leader/contract manager will then need to arrange to obtain
the supplier signatures on both copies & have one copy returned to Legal Services for retention
in the contract file.