CONFIDENTIAL

HYBU CIG CYMRU – MEAT PROMOTION WALES

INVITATION TO TENDER FOR FATTY ACID AND MINERAL COMPOSITION ANALYSIS FOR THE WELSH LAMB MEAT EATING QUALITY PROJECT

Latest Return Date: 17.00 on Wednesday 10th July 2019

C:5795843v2

INSTRUCTIONS TO TENDERERS

1 Introduction and Background

Hybu Cig Cymru-Meat Promotion Wales (“HCC”) is a body set up with primarily state sector support. HCC undertakes activities relating to development and promotion of Welsh red meat. In particular, HCC works within the red meat industry in Wales to improve the quality of red meat and increase cost effectiveness in a sustainable way. Its activities include working with red meat producers to improve quality, and increase production efficiency and cost-effectiveness, and add value to Welsh red meat products.

HCC is seeking a supplier to provide technical expertise in meat quality research to support the delivery of a Welsh Lamb Meat Quality Project in Wales. The contract will run until 30 June 2023.

2 Outline of Procurement Process and Timetable

Tenders are invited from suppliers interested in providing to HCC the services detailed in the Contract Notice. The procedure which HCC has chosen to use for this tender process is the open procedure.

The tender process will involve the stages set out in the table below. However, please note that those dates marked with an * may be subject to change.

Thursday 6th June 2019 OJEU Contract Notice issued.

Wednesday 3rd July 2019 Deadline for requests for further information/guidance.

Wednesday 10th July 2019 Deadline for receipt of tender responses(17:00).

10th July 2019 – 17th July 2019*

Evaluation of compliant tender responses.

Thursday 18th July 2019* Selection of successful tenderer and notification of results of evaluation.

Wednesday 31st July 2019* Expiry of standstill period.

Thursday 1st August 2019* Contract to be signed on or before.

This invitation to tender (“ITT”) comprises these instructions to tenderers and the appendices to these instructions to tenderers. This ITT will also be deemed to include any requests for information and guidance and any responses thereto which, pursuant to the provisions of paragraph 3, are disclosed or made available to tenderers and any supplementary, revised and/or clarified provisions of this ITT which may be issued or made available to tenderers by HCC from time to time.

Subject to the provisions of paragraphs 8, 11.1 and 11.2, HCC will consider all responses to ITT which are received by HCC in compliance with the requirements

detailed in this ITT. HCC intends to select a supplier to enter into an agreement for services in the form set out in Appendix 1 on the basis of the most economically advantageous response to ITT evaluated and scored in accordance with the criteria set out in paragraph 7.

3 Additional Information and Guidance

All contact relating to this procurement including any requests for additional information and for guidance in completing the response to this ITT must be in writing and must only be addressed to Bryan Regan, HCC’s Corporate Services Manager, who can be contacted at:

P.O. Box 176AberystwythSY23 2YAUnited Kingdom

Facsimile: +44 (0)1970 615 148Email: requests@hccmpw.org.uk

The deadline for submission of requests for additional information and for guidance in completing the response to this ITT is 10th July 2019. Any requests received after this deadline may not be considered. HCC will deal promptly with all requests received before this deadline and will endeavour to respond to such requests within three working days of receipt.

In the interests of fairness and transparency, responses to requests for additional information and for guidance in completing the response to this ITT which HCC considers to be points of clarification in relation to this ITT or to this procurement in general or of general application and, if HCC considers it appropriate, the requests themselves, will be disclosed to all tenderers. Such disclosures will be made via the HCC website (www.hccmpw.org.uk) and can be accessed by clicking on “About”, “Procurement”, “New Opportunites”. It is your responsibility to ensure that you regularly check this link for disclosures. Please note that this link is not password protected and therefore it can be accessed by any user of the HCC website. Responses will also be issued through the Sell2Wales portal.

If you consider any request which you make to be commercially sensitive, you must clearly mark the request as “commercially sensitive” and supply reasons why you consider it to be commercially sensitive. Please note, however, that HCC will determine, in its sole discretion, whether it considers any such request to be commercially sensitive. If HCC determines that your request is commercially sensitive HCC will not disclose the request or its response to such request to other tenderers. If HCC determines that your request is not commercially sensitive it will inform you that this is the case. If you agree that the request is not commercially sensitive HCC will respond to the request and will be entitled to disclose the request and its response thereto in accordance with the provisions of this paragraph 3. If you do not agree that the request is not commercially sensitive or do not inform HCC whether or not you so agree within a period of one working day, your request shall be deemed to be withdrawn and HCC shall not respond to it. Nothing in this paragraph 3 shall be interpreted or construed as limiting in any way HCC’s ability to disclose any information to any person in complying with its freedom of information obligations as outlined in paragraph 10.3.

You must not canvass or solicit information relating to this procurement from any officer, employee, agent or adviser of HCC other than Bryan Regan, HCC’s Corporate Services Manager.

4 HCC’s Requirements

Background Information

HCC is undertaking a five-year Red Meat Development Programme which will help the Welsh red meat sector prepare for a post-Brexit world. The Programme is funded through the Welsh Government Rural Communities Rural Development Programme 2014 – 2020.

Within this programme HCC is undertaking a project to assess current supply chain practices that impact meat quality and develop an eating quality program which will use a critical control points approach. This will highlight key management practices along the sheep meat production and processing supply chain to identify traits and procedures that strongly influence eating quality.

Consumer taste panels will be used to assess eating quality to provide valuable consumer feedback and insight into the needs of the modern lamb purchaser. The work aims to assess reasons for variation in Welsh Lamb meat quality, create a consumer assessed Welsh Lamb meat quality baseline and to investigate critical control points. The consumer data will also be included in promotional, marketing and trading activities.

The project aims are to:- Ensure activities that may affect meat quality throughout the supply chain (critical

control points) are investigated and best practice is included in a blueprint approach to improving meat quality/shelf life.

- Develop and report on meat quality traits that can create a PGI Welsh Lamb baseline for consumer assessed traits.

- Advance industry knowledge on meat quality (including shelf life) topics.- Use data for marketable/promotional activities based on lamb meat quality

research. - Identify areas for future research.

Service Requirements

HCC requires a supplier to provide fatty acid composition data (and proportion data of total intramuscular fat) and mineral (Iron and Zinc) data and the reporting thereof of samples of PGI Welsh Lamb Meat.

The following points should be taken into account: 1) The slaughter and butchery of the meat samples is not a requirement of this

tender. 2) On-farm and processor data that are linked to the individual lamb samples will be

provided to the service provider. This will include the individual identification of trial lambs for further project analysis.

3) Transportation of samples from the plant to the service provider will be organised by HCC and is not part of this tender.

4) The fatty acid, Zinc and Iron analysis methodology and reporting should be consistent with other tested global methodologies. The method will need to be referenced and adhered to as demonstrated within the meat science industry. The service provider will need to provide the method and clearly define how samples need to be collected.

5) The Service Provider will provide staff to assist with the sample collection. 6) Results will be documented in the format of raw data on individual lamb samples

and fully described grouped data - total intramuscular fat content, individual fatty acid data and grouped fatty acid data (as described in Meat Science papers). These individual fatty acids will also be provided as proportions of total intramuscular fat. It is envisaged that each trial will be analysed and results reported before the next trial sample collection period (annually).

7) The successful tenderer will supply freezer facilities for meat/sample storage for the fatty acid and mineral analysis research. These facilities will be managed accordingly, as the samples must be kept in a location where they are secure (i.e. samples will not be mixed with other samples or have the potential to be stolen) and maintained in -18°C conditions.

8) The successful tenderer will maintain regular communication of activities (monthly conference calls, emails and annual written reports) of research and findings to the project co-ordinator at HCC. Biannual vocal and/or written updates will be required at the Meat Quality Steering Group to ensure efficient and timely delivery of the research data.

9) Any meat samples that are not used must be disposed of by the successful tenderer in a safe and appropriate manner before the next sample collection date

Table 1. Timeframe for sample collection and overall research brief

A timetable for the estimated overall number of lambs as follows;Trial 1 Trial 2 Trial 3 Trial 42019 2020 2021 2022 2023

Estimated total number of lambs sourced for each trial 813 1050 1050 1050 0

The budget for the services required is £240,000.

Date Activity

2019 Trial 1 - Sample collection 2020 Trial 1 - Analysis and dissemination of results

Trial 2 - Sample collection2021 Trial 2 - Analysis and dissemination of results

Trial 3 – Sample collection2022 Trial 3 - Analysis and dissemination of results

Trial 4 - Sample collection2023 Trial 4 - Analysis and dissemination of Overall results

Should a need for any additional services arise during the performance of the contract, HCC may consider extending this contract subject to agreement and subject to compliance with the Public Contracts Regulations 2015.

Any potential collaboration with other groups would need to be fully disclosed and agreed by HCC and other stakeholders involved.

5 Completing the Response to ITT

You must complete and return to HCC the response to this ITT (“Response to ITT”) in the form set out in Appendix 2 in accordance with the requirements detailed in paragraph 6.

The Response to ITT may be submitted in the English or the Welsh language and comprises the following parts:

Part A: Supplier Acceptability

Part A of the Response to ITT relates to the mandatory and discretionary grounds for exclusion, your economic and financial standing, your capacity and capability and your compliance with equal opportunities, environmental and health and safety legislation. You are required to answer each and every question in Part A and you must provide all of the information requested in Part A.

Part B: Tender Response

Part B of the Response to ITT relates to your proposal for meeting HCC’s requirements. You are required to answer each and every question in Part B.

Part C: Non-collusion Certificate

You must complete Part C of the Response to ITT.

Part D: Declaration

You must complete Part D of the Response to ITT.

In completing your Response to ITT you must adhere to the word limits indicated in the Response to ITT. Please note that failure to fully complete all relevant parts of the Response to ITT, failure to provide any information in response to a question in the Response to ITT or failure to adhere to any word limit specified in the Response to ITT may result in your exclusion from the tender process. If you consider that a particular question is not applicable you should mark it as “not applicable” or similar.

If at any time you (or, in the case of a tenderer which is a consortium, any member of the consortium) becomes aware that any information which you (or, in the case of a tenderer which is a consortium, any member of the consortium) have provided to HCC, including without limitation in a Response to ITT, is incomplete, inaccurate or misleading in any respect or has ceased to be correct, you must immediately notify HCC thereof.

6 Return of Completed Responses to ITT

Completed Responses to ITT must be returned to HCC electronically to requests@hccmpw.org.uk only to arrive with HCC no later than 17.00 on 10 th July 2019.

Any completed Response to ITT which is received by HCC after 17.00 on 10 th July 2019 or which is received by HCC in a form other than that set out above may not be considered and may be excluded from this tender process. Please note that it is your responsibility to ensure that the Response to ITT is actually received by the deadline detailed above.

HCC accepts no responsibility for the shortcomings of any delivery system or for any lost, delayed or defective Response to ITT. It is up to you to ensure that each Response to ITT is prepared in good time (taking into account the possibility of staff absences or technical failures) and is submitted in advance of the deadline for receipt of the Response to ITT set out in this paragraph 6.

HCC may require you to provide further information and/or clarification of any matters contained in a Response to ITT.

7 Evaluation of Tenders

7.1 Stages

Following the deadline for submission of Responses to ITT, each Response to ITT received by HCC will be checked for completeness and compliance in a three stage process.

Stage 1 will be a cursory check by HCC to ensure that Responses to ITT have been submitted in accordance with the provisions of this ITT and that all documents requested in this ITT and/or the Response to ITT have been returned. Following this stage 1 check, if HCC considers that a Response to ITT has not been submitted in accordance with the provisions of this ITT and/or considers that any questions/sections that are required to be answered/completed have not been answered/completed or any documents that are required to be returned to HCC with the Response to ITT have not been returned, HCC may reject the Response to ITT as non-compliant. If HCC rejects your Response to ITT as being non-compliant at stage 1, HCC will notify you of such rejection as soon as reasonably practicable and you will be entitled to request a debriefing from HCC.

In stage 2 HCC will evaluate the Tender Responses (Part B of the Responses to ITT) in accordance with the provisions set out in paragraph 7.2.

In stage 3, and on the basis set out in the table below, HCC will verify the absence of grounds for exclusion and the fulfilment of the selection criteria (responses to the questions in Part A of the Response to ITT) in respect of the top scoring Response to ITT.

Following the stage 3 check, if HCC’s assessment of the responses to the questions in Part A of the Response to ITT indicates that (i) you have scored a “fail” in relation to a pass/fail question, or (ii) you have not provided a response in relation to a question that must be completed, or (iii) the grounds for

exclusion in Regulation 57 of the Public Contracts Regulations 2015 apply, the Response to ITT may be rejected as being non-compliant. Should this happen, HCC will then carry out the stage 3 verification in relation to the next highest scoring Response to ITT.

Part A: Supplier Acceptability: areas where information is requested

Guidance

A.1: Exclusion Grounds

A.1.1: Grounds for mandatory exclusion

You will be excluded from the procurement process if any of the mandatory grounds for exclusion apply, unless adequate explanations and/or mitigating factors have been included in your response to question A.1.1(b) or A.1.1(d) (as appropriate).

You should check the full text of Regulation 57 of the Public Contracts Regulations 2015 and take legal advice where appropriate.

If you are bidding as, or on behalf of, a consortium, you should check with all members of the consortium whether or not any of these grounds for exclusion apply and select “Yes” if any of these grounds apply to any consortium member.

Note: if any of the mandatory grounds for exclusion become applicable after the date of submission of your Response to ITT, you must inform HCC. Failure to do so may result in termination of any contract awarded.

Where you have answered “Yes” in respect of any matters in question A.1.1(a) or A.1.1(c), the details provided by you in the response to question A.1.1.(b) and A.1.1(d) respectively will be used to decide whether the mandatory grounds for exclusion apply. If such grounds apply, you will be automatically excluded unless you can demonstrate evidence of your acceptability despite the existence of these grounds for exclusion. This would include adequate evidence of “self-cleaning” (see Regulation 57(13)-(17) of the Public Contracts Regulations 2015). The measures you have taken will also be evaluated taking into account the gravity and particular circumstances of the criminal offence or misconduct.

A.1.2: Grounds for discretionary exclusion

HCC may exclude you from the procurement process, if, having investigated the circumstances, any of these grounds for exclusion is found to apply

If you are bidding as, or on behalf of, a consortium, you should check with all members of the consortium whether or not any of these grounds for exclusion apply and select “Yes” if any of these grounds apply to any consortium member.

A.1.3: Conflict of interest

HCC may exclude you if a conflict of interest exists and steps cannot be taken to avoid or to mitigate any conflicts of interest. Note: if you fail to declare a potential conflict of interest HCC may cancel any contract awarded.

If you are bidding as, or on behalf of, a consortium, you should check with all members of the consortium whether any conflicts of interest apply. Select “Yes” if this applies to any consortium member.

Part A2: Economic and Financial Standing

A.2.1(a) and (b) This information is for verification only but HCC may exclude you if you provide incorrect information.

If you are not registered for VAT this will not necessarily preclude you from bidding.

If you are bidding as, or on behalf of, a consortium, you should either provide the lead member’s details here, or state that, if selected, the body will register and comply with relevant VAT legislation.

A.2.2 This information will be used for identification purposes only but HCC may exclude you if you provide incorrect information.If you are bidding as, or on behalf of, a consortium, please select this option and describe your organisation as requested.See EU definition of SME: http://ec.europa.eu/growth/smes/business-friendly-environment/sme-definition_enSheltered workshops can also be known as Supported Businesses.

A.2.3 This is for information only, and will not be

scored.

If you are bidding as, or on behalf of, a consortium, you must provide all relevant contact details, or ensure that you know who to contact in the event of financial queries about other consortium members.

A.2.4 HCC may exclude you if you have not been profitable in any of the last two financial years.HCC may make an exception if you can explain why these losses should not be seen as representing a significant risk to your financial stability.

A.2.5 HCC may exclude you if your acid-test ratio is less than 1

HCC may make an exception if you can explain why this ratio should not be seen as representing a significant risk to your financial stability.

If you are successful, you must be in a position to provide your acid test ratio prior to contract award, if required, and without delay, and to describe how you have arrived at this figure. If you are bidding on behalf of a consortium, your answer should comprise an aggregate figure (sum of current assets divided by sum of liabilities) from all consortium members.

A.2.6 It is a condition of award of the contract that you have insurance at the following levels: Public and Product liability £1,000,000 (in aggregate for all claims)

Employer’s liability £5,000,000 (in aggregate for all claims) Professional Indemnity £5,000,000 (in aggregate for all claims)

Note: It is a legal requirement that all companies hold Employer’s (Compulsory) Liability Insurance of £5 million as a minimum. Please note this requirement is not applicable to Sole Traders.

Failure to evidence that these insurances are in place at the point of award will result in the non-award of the contract. Failure to maintain the

required insurance through the life of the contract will result in immediate termination of the contract.

Part A.3: Capacity and Capability

A.3.1 This answer will not be evaluated, but will be used by HCC to understand what goods and services your organisation provides.

The answer to this question will not be used by HCC as part of the procurement exercise. Any evidence demonstrating your suitability to tender should be covered in your answers to other questions.

A.3.2 Pass (Acceptable level of capacity and experience in the context of the contract) / Fail (no real capacity and experience or unacceptable level of capacity and experience in the context of the contract)

Part A.4: Equal Opportunities

A.4.1 Pass (No unlawful discrimination has occurred or adequate evidence has been provided to demonstrate that the tenderer has taken appropriate measures to stop it happening again) / Fail (Unlawful discrimination has occurred and no evidence has been provided or inadequate evidence has been provided to demonstrate that the tenderer has taken appropriate measures to stop it happening again).

HCC may exclude you if you have been found to have unlawfully discriminated in the last three years, unless you have provided adequate evidence that you have taken appropriate action to stop it happening again. If you are bidding on behalf of a consortium please include data from all consortium members. Select “Yes” if this applies to any consortium member.HCC may exclude you if you do not have in place adequate vetting processes to check your subcontractors’ and consortium members’ record on compliance with equalities legislation.

Part A5: Health and Safety

A.5.1 Questions A.5.1(a) and (b)

Pass (No prosecutions have taken place or notices have been served under health and safety legislation or adequate evidence has been provided to demonstrate that the tenderer has taken appropriate measures to remedy the situation and stop it happening again) / Fail (A prosecution has taken place or notice has been served under health and safety legislation and no evidence or inadequate evidence has been provided to demonstrate that the tenderer has taken appropriate measures to remedy the situation and stop it happening again)

HCC will exclude you if your company has been prosecuted or served notice under health and safety legislation unless there is clear evidence that decisive and comprehensive action has been taken to remedy the situation. HCC may check the HSE database to confirm the accuracy of the information provided. Failure to provide accurate information may result in your tender being rejected.If you are bidding on behalf of a consortium please include data from all consortium members. Select “Yes” if this applies to any consortium member.

Question A.5.1(c)HCC may exclude you if you do not have in place adequate vetting processes to check your subcontractors’ record and compliance with Health and Safety legislation.If you are bidding on behalf of a consortium please include data from all consortium members.Evidence used to support your answer should include any questionnaires used, and details of communication and monitoring methods.

Part A6: Sustainability

A.6.1 HCC may not select you to tender if you have been convicted or served notice under environmental legislation in the last three years unless you provide adequate evidence of action taken to stop similar incidences from happening again.If you are bidding on behalf of a consortium please include data from all consortium members. Select “Yes” if this applies to any consortium member.

A.6.1 (c) HCC may not select you to tender if you do not have in place adequate vetting processes to check your subcontractors’ and/or consortium members’ record on compliance with environmental legislation.

If you are bidding on behalf of a consortium please include data from all consortium members.

A.6.2 HCC may only select you to tender if you agree to pay your subcontractors on time. This is in line with legislation on late commercial payments.

7.2 Evaluation of Tender Responses

Subject to this paragraph 7 and paragraph 8, HCC will evaluate and score Part B of each compliant Response to ITT in accordance with the weightings, scoring profile and evaluation matrix set out below.

As stated in the contract notice HCC intends to select a service provider to enter into a contract in the form set out in Appendix 1 on the basis of the most economically advantageous Response to ITT.

However, if any response to ITT fails to meet or exceed the minimum threshold score set out in paragraph 7.2.4 in respect of the quality criterion, that Response to ITT will be rejected.

7.2.1 Evaluation Weightings

The criteria for assessing the most economically advantageous Response to ITT from the point of view of HCC and the weighting attributed to each criterion are set out below:

Criteria Weighting (total of 10)

Financial 2

Quality 8

Within each of the above criteria there are sub-criteria that HCC will use to evaluate each tenderer’s Response to ITT. The sub-criteria that will be used and the weighting attributed to each sub-criterion are as follows:

Financial Sub-Criteria Weighting (total of 100)

B1: Price 100

Quality Sub-Criteria Weighting (total of 100)

B2:Expertise on fatty acid and mineral methodologies for lamb meat

50

B3:Reporting of fatty acid and mineral analysis

30

B4:Skills and experience 20

7.2.2 Financial Scoring Profile

The Financial sub-criterion will be scored on the basis of the scoring profiles set out in the following table:

Sub-Criteria Scoring Profile

B.1 of Response to ITT

0 = more than 75% above lowest proposal 1 = within 75% of lowest proposal2 = within 50% of lowest proposal3 = within 25% of lowest proposal4 = within 10% of lowest proposal5 = lowest proposal

Question B.1 of the Response to ITT requires you to provide a cost for key work areas together with a breakdown of all applicable rates. HCC will use the cost put forward as the basis for evaluating each Response to ITT against the above scoring profile. However, please note that Question B.1 of the Response to ITT also requires you to provide a transparent breakdown of all costs, rates and expenses relating to the price tendered. Such costs, rates and expenses will be included in the contract to be signed by you if you are successful in this tender process and will form the basis of the prices for any ad-hoc additional services which HCC may agree to purchase from you pursuant to the contract.

7.2.3 Quality Scoring Profile

Each Quality sub-criterion will be scored on the basis of the scoring profiles set out in the following table:

Sub-Criteria Scoring Profile

B.2 of Response to ITT

Fatty Acid and Mineral methodology expertise

0 = Failed to address HCC’s requirements or no evidence provided to address HCC’s requirements1 = Poor proposal supported by poor evidence that expertise, experience and knowledge of lamb meat fatty acid and mineral methodologies will be employed in a way which will deliver HCC’s requirements 2 = Below satisfactory proposal supported by below satisfactory evidence that expertise, experience and knowledge of lamb meat fatty acid and mineral methodologies will be employed in a way which will deliver HCC’s requirements

3 = Satisfactory proposal supported by satisfactory evidence that expertise, experience and knowledge of lamb meat fatty acid and mineral methodologies will be employed in a way which will deliver HCC’s requirements 4 = Good proposal supported by good evidence that expertise, experience and knowledge of lamb meat fatty acid and mineral methodologies will be employed in a way which will deliver HCC’s requirements 5 = Excellent proposal supported by excellent evidence that expertise, experience and knowledge of lamb meat fatty acid and mineral methodologies will be employed in a way which will deliver HCC’s requirements

B.3 of Response to ITT

Fatty acid and Mineral Analysis Reporting

0 = Failed to address HCC’s requirements or no evidence provided to address HCC’s requirements1 = Poor proposal supported by poor evidence that the reporting of fatty acid and mineral content of lamb meat data will be appropriate to deliver HCC’s requirements 2 = Below satisfactory proposal supported by below satisfactory evidence that the reporting of fatty acid and mineral content of lamb meat data will be appropriate to deliver HCC’s requirements 3 = Satisfactory proposal supported by satisfactory evidence that the reporting of fatty acid and mineral content of lamb meat data will be appropriate to deliver HCC’s requirements 4 = Good proposal supported by good evidence that the reporting of fatty acid and mineral content of lamb meat data will be appropriate to deliver HCC’s requirements 5 = Excellent proposal supported by excellent evidence that the reporting of fatty acid and mineral content of lamb meat data will be appropriate to deliver HCC’s requirements

B.4 of Response to ITT

Skills and experience of key personnel to be assigned to performing the services

0 = Key personnel have totally inadequate skills and experience in the context of the services1= Key personnel have very limited relevant skills and experience in the context of the services2= Key personnel have limited relevant skills and experience in the context of the services3 = Key personnel have adequate relevant skills and experience in the context of the services4 = Key personnel have good relevant skills and experience in the context of the services3 = Key personnel have excellent relevant skills and experience in the context of the services

Note: the skills and experience identified must be relevant in the context of the services to be provided to HCC under the agreement.

7.2.4 Sub-Criteria Evaluation Matrix

The sub-criteria will be scored and weighted in accordance with the following evaluation matrix to calculate the total score for the Financial and Quality criteria:

Financial Sub-Criteria

Score (0 – 5) Weighting (100) Score x Weighting (500)

B.1 100Total:

Quality Sub-Criteria

Score (0 – 5) Weighting (100) Score x Weighting (500)

B.2 50B.3 30B.4 20

Total:

If any response to ITT fails to meet or exceed 300 points in respect of the quality criterion (300 points being 60% of the total available points (500) in respect of the quality criterion), the Response to ITT will be rejected.

HCC has set out below an example to demonstrate how the sub-criteria evaluation matrix will work:

Financial Sub-Criteria

Score (0 – 5) Weighting (100) Score x Weighting (500)

B.1 2 100 300Total: 300

Quality Sub-Criteria

Score (0 – 5) Weighting (100) Score x Weighting (500)

B.2 3 50 150B.3 1 30 30B.4 4 20 80

Total: 260

In the example above, the tenderer would have scored 300 marks out of a possible 500 for Financial and 260 marks out of a possible 500 for Quality. However, as the tenderer failed to score more than 60% in respect of the quality criterion, the tender will be rejected.

7.2.5 Calculation of Final Score

Finally, to calculate each tenderer’s final score HCC will multiply the tenderer’s score for each criterion by the weighting attributed to that criterion and add the two scores together:

Criteria Total Criteria Score

Weighting (10) Score x Weighting

(5,000)Financial 2

Quality 8

Total:

Following on from the example sub-criteria evaluation matrix in paragraph 7.2.4, HCC has set out below an example to demonstrate how the calculation of each tenderer’s final score will work. The tender would have been rejected as the quality criterion failed to meet the 60% threshold but the same figures have been used to follow through the calculations.

Criteria Total Criteria Score

Weighting (10) Score x Weighting (5,000)

Financial 300 2 600

Quality 260 8 2,080

Total: 2,680

In the example above the tenderer would have scored a total of 2,680 marks out of a possible 5,000.

8 Disqualification of Tenderers

HCC reserves the right to disqualify a Response to ITT and/or a tenderer from this procurement process at any time if:

8.1 a Response to ITT does not comply in any respect with the requirements of this ITT;

8.2 any information provided to HCC by the relevant tenderer (or, in the case of a consortium, any of its members), including without limitation in a Response to ITT is incomplete, inaccurate or misleading in any respect or ceases to be correct; or

8.3 the tenderer has colluded with any person (excluding, where the tenderer is a consortium, collusion between consortium members in relation to the consortium’s Response to ITT) in relation to or in connection with its or any other tenderer’s Response to ITT.

Disqualification of any Response to ITT or tenderer will be without prejudice to any other rights or remedies of HCC.

9 Contract Award

Responses to ITT must remain open for acceptance for a period of six months from the deadline for submission of Responses to ITT.

Subject to the provisions of paragraphs 11.1 and 11.2:

9.1 following completion of the evaluation of Responses to ITT, HCC will inform tenderers of the results of the evaluation; and

9.2 the tenderer whose Response to ITT has been successful will be required to enter into an agreement with HCC in the form set out in Appendix 1. No contract will be formed unless and until HCC and the successful tenderer execute the agreement. No oral or written acceptance of any Response to ITT or notification that a tenderer has been successful will constitute a contract.

Please note that if a consortium submits a tender which is acceptable to HCC, HCC may require the consortium to form a legal entity before entering into the contract and/or joint and several liability of all consortium members and/or guarantees and/or undertakings by some or all consortium members in respect of some or all other consortium members may be required.

10 Confidentiality and Freedom of Information

10.1 By completing and returning the Response to ITT, you agree to keep confidential any information which is not already in the public domain at the time of disclosure and which is disclosed or otherwise made available to you by HCC in any medium whatsoever during or in connection with this tender process, not to use such information for any purpose other than the preparation of the Response to ITT and not to disclose such information to any person other than in confidence and on a need to know basis to persons who are directly involved in the preparation of the Response to ITT.

10.2 You are reminded that HCC owns the copyright in and to the ITT and any other materials issued or made available by HCC and accordingly tenderers are not permitted to copy, reproduce, duplicate or issue copies of this ITT or such materials other than as strictly required for the preparation of your Response to ITT. When providing details of contracts in answering section A. 3.2 of this Response to ITT (Capacity and Capability), you agree to waive any contractual or other confidentiality rights and obligations associated with these contracts.

10.3 HCC is a public authority for the purposes of the Freedom of Information Act 2000. Information disclosed to HCC by any person during the course of this procurement process, whether in a Response to ITT or otherwise, may therefore be disclosed to the public in response to an information request. If you consider that any information which you disclose to HCC is confidential or commercially sensitive you should identify this to HCC and explain the reasons why. You should note, however, that identifying information as confidential or commercially sensitive does not guarantee that it will be exempt from disclosure and HCC retains the discretion to decide whether or not particular information is exempt from disclosure.

11 General

11.1 Nothing contained in this ITT or any communication between HCC and you shall constitute a contract for the hire of any goods or the provision of any services covered by this tender process nor a warranty or a representation that any contract will or may be awarded. HCC gives no warranty or representation regarding the completeness or accuracy of any information

contained in this ITT and any reliance placed on any such information by you is at your own risk.

11.2 HCC reserves the right:

11.2.1 to withdraw from and/or abandon and/or defer this tender process at any time;

11.2.2 not to award any contract as a result of this tender process;

11.2.3 to supplement, revise and/or clarify the terms and conditions of this ITT;

11.2.4 to require you to clarify your Response to ITT and/or to provide additional information in relation thereto; and

11.2.5 not to enter into a contract with a person who is not an entity which returned a successful Response to ITT and, where a successful Response to ITT was returned by a consortium, not to enter into a contract as a consequence thereof including without limitation if the members of the consortium differ in any respect from those members identified in the Response to ITT.

11.3 Any supplements, revisions and/or clarifications to the terms and conditions of this ITT will be made available to tenderers via the HCC website (www.hccmpw.org.uk) by clicking on “About”, “Procurement”, “New Opportunities” and following the link. It is the responsibility of tenderers to ensure that they regularly check this link for supplements, revisions and clarifications.

11.4 No publicity regarding this tender process or the award of any contract is permitted without the express permission of HCC.

11.5 You shall be responsible for all costs and expenses incurred in connection with this procurement process. HCC will not, under any circumstances, contribute towards any such costs and expenses.

11.6 This ITT shall be governed by the laws of England and Wales and each tenderer agrees, by returning a Response to ITT, to submit to the exclusive jurisdiction of the courts of England and Wales.

APPENDIX 1

SERVICE AGREEMENT

DATED 2018

(1) HYBU CIG CYMRU – MEAT PROMOTION WALES

and

(2) [ ]

SERVICES AGREEMENTFOR FATTY ACID AND MINERAL COMPOSITION ANALYSIS OF PGI WELSH LAMB

THIS AGREEMENT is made the [ ] day of [ ] 2018

BETWEEN:

(1) HYBU CIG CYMRU – MEAT PROMOTION WALES a company limited by guarantee incorporated in England and Wales (company number 04635113) whose registered office is at Ty Rheidol, Parc Merlin, Aberystwyth, SY23 3FF (“HCC”); and

(2) [Note: name and details to be inserted] (the “Service Provider”).

WHEREAS:

(A) On 21 December 2018 HCC published a contract notice in the Official Journal of the European Union launching a tender process and inviting persons interested in providing the Services to HCC to submit responses to HCC’s invitation to tender.

(B) The Service Provider participated in the tender process and submitted a response to HCC’s invitation to tender.

(C) The Service Provider’s tender to be selected as provider of the Services to HCC was successful and accordingly HCC wishes the Service Provider to provide the Services to HCC on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1 Definitions and Interpretation

In this Agreement:

1.1 the following words and expressions shall have the following meanings: “Animal Disease Incident” any animal related incident leading to government

contingency plans;

“Applicable Law” means:

(a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject;

(b) the common law and laws of equity as applicable to the parties from time to time;

(c) any binding court order, judgment or decree; or

(d) any applicable direction, policy, rule or order that is binding on a party or that is made or given by any regulatory body having jurisdiction over a party;

“Best Practice” that degree of skill, care, diligence and prudence reasonably and ordinarily expected from experienced and competent persons engaged in the provision of services similar to the Services under similar circumstances and conditions; in accordance with all methods, standards and practices customarily used in good and prudent industry practice; using or procuring the use of processes compliant with all applicable laws and legal obligations and with any relevant British, European or international standards, specifications and codes of practice and such other equivalent standards, specifications or codes of practice that may be in force from time to time during the Term; and using appropriately experienced, skilled, qualified and trained personnel;

“Business Day” any day other than Saturday, Sunday and public holidays in England and Wales;

“Charges” the charges detailed in Schedule 2;

“Commencement Date” [ ] 2019;

“Confidential Information” means:

(a) in relation to HCC, collectively and individually any and all information whether of a technical, commercial or financial nature relating to HCC’s business, objectives, products (including any confidential information within the Materials), services, technology, customers and/or suppliers, in whatever form and on whatever media held;

(b) in relation to the Service Provider, any information relating to the Service Provider’s business, objectives, products, services, technology, customers and/or suppliers (but excluding any confidential information within the Materials), that is either disclosed by the Service Provider to HCC in writing and marked “confidential” or disclosed by the Service Provider to HCC orally and confirmed by the Service Provider in writing and marked “confidential” within five (5) days of the date of the Service Provider’s oral disclosure;

“Controller” has the meaning given to that term in the GDPR;

“Data Loss Event” any event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach;

“Data Protection Impact Assessment”

an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data;

“Data Protection Officer” has the meaning given to that term in the GDPR;

“Data Protection Legislation” means:

(a) the GDPR, the LED and any applicable national implementing Laws as amended from time to time;

(b) the DPA 2018 to the extent that it relates to processing of personal data and privacy; and

(c) all applicable Law about the processing of personal data and privacy;

“Data Subject” has the meaning given to that term in the GDPR;

“Data Subject Request” a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data;

“DPA” means the Data Protection Act 2018;

“Environmental Information Regulations”

the Environmental Information Regulations 2004;

“FOIA” the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner from time to time in relation thereto;

“Force Majeure Event” act of God, war, riot, civil commotion, terrorist attack, nuclear, chemical or biological contamination, fire, flood or storm;

“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679);

“Goods” any physical items necessary for the provision of the Services;

“Information” has the meaning given under section 84 of the FOIA;

“Insolvency” (a) the presentation of a petition or the convening of a meeting for the purpose of considering a resolution, for the winding up or dissolution of, the passing of any resolution for the winding up or dissolution of, or the making of a winding up order against or order for the dissolution of, a party;

(b) the appointment of a receiver, administrative receiver, receiver and manager, administrator, sequestrator or similar officer over all or any of the assets or undertaking of a party, the making of an administration application, or the making of an administration order or presentation of an administration petition, in relation to a party;

(c) the proposal of, application for or entry into of a compromise or arrangement or voluntary arrangement, or any other scheme in satisfaction or composition of any of its debts or any other arrangement for the benefit of its creditors generally, by a party with any of its creditors (or any class of them) or any of its members (or any class of them) or the taking by a party of any action in relation to any of the same or the filing of any documentation for the purpose of obtaining a moratorium pursuant to section 1A and paragraph 7 of schedule A1 of the Insolvency Act 1986 in relation to a party;

(d) the taking by any creditor (whether or not a secured creditor) of possession of, or the levying of distress or enforcement or some other process upon, all or part of the property, assets or undertaking of a party, or the service of a notice of enforcement under paragraph 7 of schedule 12 of the Tribunals, Courts and Enforcement Act 2007, or the taking control of goods pursuant to that schedule, in relation to a party;

(e) the suspension or threatened suspension of payment of its debts by a party or a party being unable to pay its debts as they fall due or admitting its inability to pay its debts or a party (being a company) being deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (with the words “proved to the satisfaction of the court” deemed to be omitted from that section for these purposes) or a party (being a natural person) being deemed unable to pay its debts or as having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986 or a party (being a partnership) having any partner to whom any of the foregoing apply;

(f) the presentation of a petition for bankruptcy, or the making of a bankruptcy order, in respect of party or the occurrence of circumstances in respect of a party which would enable the presentation of a bankruptcy petition under Part

IX of the Insolvency Act 1986 or the making of an application for an interim order or the making of an interim order under section 252 of the Insolvency Act 1986 in relation to a party or, where a party is a partnership, the occurrence of any of the foregoing events in relation to any individual partner in that partnership;

(g) the ceasing by a party to carry on the whole or a substantial part of its business;

(h) a party, being a natural person, dying or, by reason of illness or incapacity (whether mental or physical) being incapable of managing his or her own affairs or becoming a patient under any mental health legislation; or

(i) the occurrence of an event or circumstance in relation to a party similar to any of those referred to in paragraphs (a) to (h) above in any jurisdiction other than England and Wales;

and the term “Insolvent” shall be construed accordingly;

“Intellectual Property Rights” collectively any and all intellectual property rights arising or subsisting in any part of the world including:

(a) inventions, patents, registered designs, domain names, trade marks (whether registered or unregistered), applications for any of the foregoing and the right to apply therefor in any country of the world;

(b) copyrights, rights in the nature of copyrights, moral rights, design rights and database rights;

(c) trade names and logos;

(d) know-how and trade secrets; and

(e) all or any similar or equivalent rights;

“Key Personnel those of the personnel who were proposed in the Service Provider’s response to HCC’s invitation to tender;

“Law” means any law, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Processor is bound to comply;

“LED” means the Law Enforcement Directive (Directive (EU) 2016/680);

“Materials” any and all documents, works, literature, manuals, reports, drawings, designs, artwork, data, models, prototypes, materials, photographs, films, sound recordings and voice-overs (in whatever form and on whatever media held) which are:

(a) provided by HCC to the Service Provider;

(b) provided to HCC by the Service Provider in the course of providing the Services and/or which are acquired, created, originated, conceived, designed, developed or otherwise prepared by the Service Provider (and/or its sub-contractor) in the course of providing the Services or otherwise in connection with the provision of the Services,

including, in each case, any and all copies thereof and extracts therefrom in whatever form and on whatever media held;

“Month” a calendar month during the Term (or part thereof in the case of the last such month); and “Monthly” shall be construed accordingly;

“Personal Data” has the meaning given to that term in the GDPR;

“Personal Data Breach” has the meaning given to that term in the GDPR;

“Pre-Approved Costs and Expenses”

has the meaning set out in clause 7.4;

“Processor” has the meaning given to that term in the GDPR;

“Processor Personnel” means all directors, officers, employees, agents, consultants and contractors of the Processor and/or of any Sub-Processor engaged in the performance of its obligations under this Agreement;

“Protected Data” means Personal Data received by the Service Provider from or on behalf of HCC, or otherwise obtained by the Service Provider in connection with the performance of the Service Provider’s obligations under this Agreement;

“Protective Measures” appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity,

availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it;

“Records” has the meaning set out in clause 9.1;

“Requests for Information” has the meaning set out in FOIA, and shall include any apparent request for information under the FOIA or the Environmental Information Regulations;

“Services” the services detailed in Schedule 1;

“Source Materials” together:

(a) any materials incorporated in any Goods or in any Materials (other than Materials provided by HCC to the Service Provider), the Intellectual Property Rights in which are owned by a Third Party, including performance rights, music and photographs; and

(b) any off-the-shelf goods the Intellectual Property Rights in which are owned by a Third Party;

“Sub-processor” any Third Party appointed to process Personal Data on behalf of that Processor related to this Agreement;

“Term” the period during which this Agreement is in force and effect pursuant to the provisions of clause 14.1; and

“Third Party” any person other than HCC or the Service Provider.

1.2 references to recitals, clauses and Schedules are references to recitals and clauses of and schedules to this Agreement;

1.3 a reference to any statute or statutory provision shall include any subordinate legislation made under the relevant statute or statutory provision and shall be construed as a reference to such statute, statutory provision or subordinate legislation as it may have been, or may from time to time be, amended, modified or re-enacted (with or without modification);

1.4 references to a “person” shall be construed so as to include any individual, firm, corporation, government, state or agency of a state or any joint venture, trust, association or partnership (whether or not having separate legal personality);

1.5 references to any gender shall include every gender, and the singular shall include the plural and vice versa;

1.6 references to “indemnify” and “indemnifying” any person against any circumstance include indemnifying and keeping that person harmless from all actions, claims and proceedings from time to time made against that person and all loss and damage and all payments, costs and expenses (including legal and other reasonable professional fees and expenses and taxes) made or incurred by that person as a consequence of or which would not have arisen but for that circumstance;

1.7 references to writing shall include any mode of reproducing words in a legible and non-transitory form;

1.8 references to a “party” or the “parties” are to a party or the parties to this Agreement;

1.9 references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term (and references in this paragraph to “England” and “English” shall also include a reference to “Wales” and “Welsh” respectively);

1.10 the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

1.11 general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

1.12 the Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules;

1.13 the recitals and headings to clauses and Schedules are for convenience only and shall not affect the construction or interpretation of this Agreement.

2 Scope of Agreement

This Agreement governs the overall relationship between the parties with regard to the supply of Services by the Service Provider to HCC during the Term.

3 Provision of Services

3.1 The Service Provider shall, at all times during the Term, provide the Services in accordance with:

(a) Best Practice; and

(b) the terms and conditions set out in this Agreement.

3.2 The Service Provider shall immediately notify HCC in writing if it is for any reason unable to provide the Services or any of them. Any such notification shall be without prejudice to any rights which HCC may have whether under this Agreement or

otherwise at law or in equity in respect of such inability of the Service Provider to provide Services or any of them.

4 Obligations of the Service Provider

4.1 The Service Provider shall, at all times during the Term:

(a) comply with any and all applicable laws and legal obligations relating (whether in whole or in part) to the provision of the Services, including health and safety and non-discrimination laws, regulations and codes of practice;

(b) obtain and maintain in force all necessary licences, permits, consents and authorisations required from time to time for the provision of the Services;

(c) provide HCC and its officers, employees, agents and representatives with such access to the Service Provider’s premises and any other premises from which the Services are provided from time to time at such times as HCC reasonably requires for the purposes of inspecting the facilities at such premises, the Goods, the provision of the Services and the compliance by the Service Provider with the terms and conditions of this Agreement;

(d) provide and make available such access to and assistance from such of the Service Provider’s personnel as HCC may reasonably require from time to time;

(e) procure that the Service Provider’s personnel that have occasion to visit or carry out any work at HCC’s premises or at a Third Party’s premises (including when delivering, installing, dismantling and collecting the Goods), act when so doing in accordance with any instructions that may be issued by HCC or the Third Party and comply in all respects with the site rules applicable from time to time at such premises;

(f) promptly notify HCC of any matter, thing or relationship which would or might conflict with the full and proper performance of its obligations under this Agreement;

(g) promptly notify HCC of any change (whether permanent or temporary) to the identity of the personnel involved in the performance of this Agreement;

(h) without prejudice to the provisions of clause 20, promptly notify HCC of any change to the Service Provider’s contact details from time to time; and

(i) promptly notify HCC if any change of control occurs in relation to the Service Provider. For the purposes of this clause 4.1(i), a “change of control” means that a person who did not previously have control (as that term is defined in section 450 of the Corporation Tax Act 2010) of the Service Provider acquires control of the Service Provider.

4.2 The Service Provider shall not at any time use the name of HCC or any trade marks (whether registered or unregistered) or trade names of HCC without the prior written consent of HCC. In using such names and marks with the prior written consent of HCC, the Service Provider shall comply with any and all directions given by HCC from time to time in respect of such use.

4.3 The Service Provider confirms that it has not prior to the date hereof offered or given or agreed to give and shall not offer or give, or agree to give, to any officer, employee or representative of HCC any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Agreement or any other contract with HCC or for showing or refraining from showing favour or disfavour to any person in relation to this Agreement or any such other contract, and shall procure that no such acts or omissions shall be done by any person employed by it or acting on its behalf.

4.4 The Service Provider shall, at all times during the Term and for a period of ten (10) years thereafter, obtain and maintain in force with reputable insurers:

(a) all insurances required by law; and

(b) all insurances required to cover its potential liabilities under or in connection with this Agreement including without limitation insurance at the following levels of cover:

(i) Public liability - £1,000,000 (in aggregate for all claims);(ii) Employer’s liability - £5,000,000 (in aggregate for all claims)]; and(iii) Professional indemnity - £5,000,000 (in aggregate for all claims).

4.5 The Service Provider shall provide HCC with written evidence of compliance with its obligations at clause 4.4 promptly upon request.

5 Obligations of HCC

5.1 HCC shall:

(a) provide to the Service Provider from time to time such information relating to the business of HCC as the Service Provider may reasonably require in order to enable it to fulfil its obligations under this Agreement;

(b) allow the Service Provider such access to HCC’s premises at such reasonable times as may be necessary for the proper performance of the Service Provider’s obligations under this Agreement;

(c) take all reasonable precautions to ensure the health and safety of the Service Provider’s employees, officers, agents and sub-contractors while they are at HCC’s premises.

6 Key Personnel

6.1 The Service Provider shall use all reasonable endeavours to ensure that the Key Personnel remain employees of the Service Provider and available to participate in the performance of this Agreement.

6.2 The Service Provider shall notify HCC in writing of any matters or circumstance which could affect the availability of the Key Personnel promptly upon becoming aware of the same.

6.3 If any of the Key Personnel are unavailable to participate in the provision of the Services at any time the Service Provider shall propose a suitable replacement to HCC in writing. No replacement for any Key Personnel shall be permitted to participate in the provision of the Services unless HCC has given its prior written approval of such replacement. If no replacement acceptable to HCC can be found, HCC shall be entitled by notice in writing to the Service Provider to terminate this Agreement with immediate effect.

6.4 The Service Provider shall promptly upon receiving written notice from HCC to do so remove or procure the removal of any personnel from any involvement in or with the performance of this Agreement whose conduct or behaviour is considered by HCC to be prejudicial to the interests, reputation or goodwill of HCC or inappropriate given the nature of the Services. The decision of HCC as to whether any personnel is to be so removed shall be final and conclusive. HCC shall under no circumstances have any liability to the Service Provider or to any such personnel in respect of such removal. The removal of any personnel under this clause 6.4 shall not relieve the Service Provider of any of its obligations under this Agreement.

7 Charges

7.1 In consideration for the provision of Services in accordance with the provisions of this Agreement, HCC shall pay the Charges to the Service Provider in accordance with the provisions of this clause 7.

7.2 The Charges are exclusive of value added tax which, where applicable, shall be paid by HCC to the Service Provider in addition to the Charges at the rate and in the manner prescribed by law from time to time.

7.3 Unless otherwise expressly provided in Schedule 2, the Charges are inclusive of any and all costs, charges and expenses incurred by the Service Provider in connection with the provision of Services including taxes, duties, travelling, accommodation and subsistence costs, transport, carriage, freight, packaging, insurance and delivery costs.

7.4 If Schedule 2 provides that any costs or expenses are payable by HCC in addition to the Charges, the Service Provider must supply evidence of those costs and expenses and obtain HCC’s prior written approval of the amount of all such costs and expenses before incurring the same. HCC will only reimburse to the Service Provider costs and expenses which have been pre-approved by HCC in accordance with the provisions of this clause 7.4 (“Pre-Approved Costs and Expenses”).

7.5 The Charges (together with any applicable value added tax thereon and, if applicable, Pre-Approved Costs and Expenses) shall be paid by HCC to the Service Provider in arrears in accordance with the provisions of this clause 7.5. Promptly following the end of each Month the Service Provider shall submit to HCC:

(a) an invoice (which, where applicable, shall be a valid value added tax invoice) for the Charges and value added tax thereon and, if applicable, Pre-Approved Costs and Expenses, relating to the Services provided in such Month; and

(b) invoices, receipts or other documentary evidence confirming the amount and payment of Pre-Approved Costs and Expenses.

Subject to the Service Provider’s compliance with the provisions of clause 7.4 and this clause 7.5, each undisputed invoice rendered in accordance with the provisions of this clause 7.5 shall be paid by HCC within thirty (30) days of the date of receipt thereof, provided that the relevant Services have been provided to the satisfaction of HCC.

7.6 If any of the Charges are calculated on the basis of time spent in providing the Services, HCC shall not be required to make any payment relating to any time spent by the Service Provider in providing the Services which is in excess of the maximum permitted time for Service provision specified.

7.7 Where any amount is payable by HCC to the Service Provider under or in connection with this Agreement, HCC shall be entitled to set-off against that amount any amount payable to HCC at any time by the Service Provider on any account whatsoever.

8 Title and Intellectual Property Rights

8.1 Unless the parties agree otherwise, title to and risk of loss or damage in the Goods shall remain with the Service Provider throughout the Term.

8.2 Title to those of the Materials provided to HCC by the Service Provider shall pass to HCC upon the date on which the same are acquired, created, originated, conceived, developed, designed or otherwise prepared.

8.3 The parties acknowledge and agree that any and all Intellectual Property Rights in and to the Materials but excluding the Source Materials (“Materials IPR”) shall belong to and vest in HCC absolutely and, in the case of Materials IPR in Materials other than those provided to the Service Provider by HCC, the Service Provider hereby:

(a) assigns to HCC absolutely with full title guarantee all worldwide right, title and interest in and to any and all future copyrights, rights in the nature of copyright, database rights and UK unregistered design rights comprised within the Materials IPR to the intent and with the effect that all such rights shall vest in HCC automatically and immediately on the date that such rights are acquired, created, originated, conceived, developed, designed or otherwise prepared; and

(b) agrees to assign to HCC absolutely with full title guarantee all worldwide right, title and interest in and to all other Materials IPR

for the full term thereof including all renewals thereof and extensions thereto together with all rights, benefits or powers arising or accrued therefrom including the right to sue for damages and other remedies in respect of any past or existing infringements thereof.

8.4 If HCC agrees in writing that clause 8.3 shall not apply to the Materials IPR in certain Materials provided to HCC by the Service Provider, the Service Provider hereby grants to HCC a royalty-free, non-exclusive, irrevocable, freely transferable licence (together with the right to grant sub-licences thereunder on such terms as HCC shall in its absolute discretion decide) to use such Materials IPR worldwide for the full term thereof (including any renewals or extensions thereto) to enable HCC freely to use and to exploit such Materials IPR (in whatever form, by whatever means and on whatever media).

8.5 The Service Provider shall procure that the benefit of any applicable provision of law known as “droit morale” or moral right in force at any time in any part of the world arising in connection with the Materials (other than any materials provided to the Service Provider by HCC) is irrevocably and unconditionally waived.

8.6 The Service Provider shall obtain all necessary licences, permits, consents and permissions to permit HCC to use the Source Materials without any restriction whatsoever and without the making of any payment to any person.

8.7 The Service Provider shall at the cost and request of HCC do all such acts and execute all such documents as HCC may from time to time require to secure or properly to vest in HCC all rights, title and interest assigned or to be assigned to HCC pursuant to this clause 8.

9 Records, Audit, Reports and Meetings

9.1 The Service Provider shall keep or cause to be kept full and accurate records of all matters relating to the provision of the Services, including Charges and Pre-Approved Costs and Expenses incurred (“Records”).

9.2 The Service Provider shall, during the Term and for a period of ten (10) years

thereafter, grant HCC and its representatives (including HCC’s external auditors, the Auditor General for Wales and the Welsh Government) such access to the Records, together with such copies of or extracts from the same as HCC or such representatives may reasonably require for the purpose of auditing and reporting on the operation of and compliance with this Agreement by the Service Provider. The cost of any such audit shall be borne by HCC, save where any such audit reveals any area of non-compliance with this Agreement by the Service Provider, in which case the costs of such audit shall be reimbursed by the Service Provider to HCC promptly upon request.

9.3 If any audit carried out by or on behalf of HCC reveals any area of non-compliance with this Agreement by the Service Provider, HCC shall notify the same to the Service Provider in writing as soon as reasonably practicable and upon receipt of such notice the Service Provider shall as soon as reasonably practicable and in any event within twenty one (21) days of such notification rectify any such non-compliance and implement any audit recommendation. Such rectification shall be without prejudice to any other rights or remedies to which HCC may be entitled whether under this Agreement or otherwise at law as a result of or in connection with such non-compliance.

9.4 Without prejudice to the Service Provider’s obligations under clause 9.1, the Service Provider shall provide to HCC such reports relating to the provision of the Services in such formats as HCC may require from time to time.

9.5 The Service Provider shall attend such meetings with HCC at such locations as HCC may require from time to time.

10 Warranties and Indemnities

10.1 The Service Provider warrants and represents to HCC as follows:

(a) it has full capacity and authority and all necessary licences, permits, consents and authorisations to enter into this Agreement and to provide the Services and to perform its obligations under this Agreement and any and all Contracts;

(b) it is not under any obligation to any person whether express or implied which would or might conflict with the full and proper performance of its obligations under this Agreement;

(c) it shall provide the Services in accordance with Best Practice;

(d) any and all information provided to HCC by the Service Provider prior to the Commencement Date is true, complete and accurate and is not misleading in any respect;

(e) all Materials (other than those Materials (if any) provided to the Service Provider by HCC) and all and any advice provided as part of or in connection with the provision of the Services shall be accurate, adequate and complete and comply in all respects with all applicable laws and legal obligations;

(f) all Goods (and all parts thereof) and all Materials (other than those Materials (if any) provided to the Service Provider by HCC) shall be of the best available design, quality, workmanship and finish;

(g) all Goods (and all parts thereof) and all Materials (other than those Materials (if any) provided to the Service Provider by HCC) shall be suitable for HCC’s purposes;

(h) all Goods (and all parts thereof) and all Materials (other than those Materials (if any) provided to the Service Provider by HCC) shall conform fully with any specifications therefor;

(i) all Goods (and all parts thereof) shall comply with the requirements of all UK and EU legislation relating to goods of the type in question as at the date such Goods are first used for provision of the Services; and

(j) the use and/or possession of Goods (and all parts thereof) and Materials (other than those Materials (if any) provided to the Service Provider by HCC) by HCC will not infringe the Intellectual Property Rights or other rights of any person.

10.2 Each of the warranties set out in clause 10.1 shall be interpreted and construed as a separate and independent warranty and shall not be limited or restricted by reference to any other warranty or to any other provision of this Agreement.

10.3 If any Goods or Materials do not conform to any of the warranties set out in clauses 10.1(f), (g), (h) or (i), the Service Provider shall, at HCC’s sole option and at the Service Provider’s cost and expense and within seven (7) days of HCC notifying the Service Provider of any such non-conformity:

(a) replace such Goods or Materials; or

(b) repair such Goods or Materials.

10.4 The Service Provider shall indemnify HCC against:

(a) any breach of any provision of this Agreement by the Service Provider, its officers, employees, agents or sub-contractors; and

(b) any negligence by the Service Provider, its officers, employees, agents or sub-contractors under or in connection with this Agreement.

10.5 The Service Provider shall indemnify HCC against any infringement or alleged infringement of any Intellectual Property Rights of any Third Party by reason of HCC’s use or possession of the Goods (or any part thereof) or Materials (other than those Materials (if any) provided to the Service Provider by HCC), subject to the following clauses:

(a) HCC shall promptly notify the Service Provider in writing of any allegations of infringement of which it has notice and shall not make any admissions in relation thereto without the Service Provider’s prior written consent (not to be unreasonably withheld or delayed); and

(b) HCC shall allow the Service Provider to conduct and/or settle all negotiations and litigation resulting from any such claim; and

(c) HCC shall, at the Service Provider’s cost and expense and at the request of the Service Provider, afford all assistance for such negotiations or litigation as the Service Provider shall reasonably require.

10.6 If any claim, demand, action or proceeding is brought to which clause 10.5 may apply, the Service Provider shall, at HCC’s request and at the Service Provider’s cost and expense, use reasonable endeavours to:

(a) procure the right for HCC to continue using and possessing the relevant Goods and Materials;

(b) make or procure the making of such alterations, modifications or adjustments to the relevant Goods or the affected parts of the same or the relevant Materials so as to render the same non-infringing; or

(c) replace the relevant Goods or the affected parts of the same or the relevant Materials with non-infringing substitutes.

11 Liability

11.1 Subject to the provisions of clauses 10.4, 10.5 and 11.3, to which the provisions of this clause 11.1 shall not apply, neither party shall be liable to the other party for any special, indirect or consequential loss or damage of whatsoever nature whether such loss or damage arises under contract, statute, tort (including negligence), or otherwise.

11.2 Subject to the provisions of clauses 10.4, 10.5 and 11.3, to which the provisions of this clause 11.2 shall not apply, the maximum aggregate liability of each party under or in connection with this Agreement in any calendar year whether arising under contract, statute, tort (including negligence), or otherwise shall in no circumstances and irrespective of the number of claims made exceed £1,000,000 (one million pounds sterling).

11.3 Nothing in this Agreement shall be interpreted or construed as excluding or limiting the liability of either party:

(a) for loss of contracts, loss of business, loss of revenue, loss of profits, depletion of goodwill or similar losses, loss of opportunity or anticipated savings; or

(b) for any damage to the other party’s reputation; or

(c) loss or corruption of data or information or loss of use; or

(d) for death or personal injury resulting from its negligence; or

(e) for any damage or liability incurred as a result of its fraud or fraudulent misrepresentation; or

(f) for any matter in respect of which it would be illegal or unlawful to do so.

12 Force Majeure and Animal Disease Incident

12.1 If a Force Majeure Event occurs, the party affected by such Force Majeure Event (the “Affected Party”) shall as soon as reasonably practicable notify the other party (the “Other Party”) in writing of the occurrence of the Force Majeure Event, the impact of the Force Majeure Event upon the Affected Party’s ability to perform its obligations under this Agreement and the likely duration thereof.

12.2 To the extent that and for so long as performance of any obligations under this Agreement is affected by the Force Majeure Event, performance of such obligations shall be suspended (save that performance by the Affected Party of its obligations under clause 12.1 shall not be suspended) and neither party shall be in breach of this Agreement or liable to the other party for any delay or failure in performing such obligations and:

(a) any costs arising from the delay or failure will be borne by the party incurring those costs;

(b) the Affected Party shall use reasonable endeavours to take all necessary steps to bring the Force Majeure Event to a close or to find a solution by which this Agreement may be performed despite the Force Majeure Event; and

(c) the Other Party may, if any delay or failure continues for more than thirty (30) consecutive days, terminate this Agreement with immediate effect by notice in writing to the Affected Party and HCC shall not be liable to the Service Provider for any costs, expenses, damages or other losses suffered as a result of such termination.

12.3 If an Animal Disease Incident occurs during the Term and HCC considers the same may have an impact on HCC’s ability to recover levies HCC shall be entitled to suspend or terminate this Agreement without any liability to the Service Provider by giving the Service Provider written notice with immediate effect.

13 Cancellation

13.1 HCC shall be entitled to cancel this Agreement with immediate effect at any time by giving written notice to the Service Provider.

13.2 Upon cancellation of this Agreement in accordance with clause 13.1:

(a) the Service Provider shall immediately discontinue work; and

(b) the Service Provider shall within a period of twenty one (21) days thereafter submit to HCC its invoice for costs and expenses already incurred pursuant to the Agreement at the date of cancellation to the extent to which the same would otherwise be an unavoidable loss to the Service Provider due to HCC’s cancellation PROVIDED ALWAYS THAT:

(i) such costs and expenses shall not be more than the Charges and Pre-Approved Costs and Expenses that would have been payable to the Service Provider under such Agreement but for such cancellation; and

(ii) the Service Provider shall take all reasonable steps to mitigate such costs and expenses.

HCC shall pay the Service Provider’s invoice submitted in accordance with the provisions of this clause 13.2(b) within thirty (30) days of the date of receipt of the same. Payment of such invoice shall be in full and final settlement of any liability that HCC may have to pay Charges and Pre-Approved Costs and Expenses to the Service Provider under or in connection with this Agreement and shall be HCC’s only liability to the Service Provider in respect of such cancellation.

14 Term and Termination

14.1 This Agreement shall commence on the Commencement Date and, unless cancelled in accordance with clause 13.1 or terminated earlier in accordance with the provisions of clauses 12.2(c), 12.3, 14.2 or 14.3, shall continue in force until: midnight on 30 September 2023.

14.2 Without prejudice to any other rights or remedies to which it may be entitled under this Agreement or at law or in equity, HCC may terminate this Agreement with immediate effect by giving notice in writing to the Service Provider if:

(a) any act, omission or conduct on the part of the Service Provider, its officers, employees, representatives or sub-contractors, may, in the reasonable opinion of HCC, bring HCC into disrepute;

(b) the Service Provider or any of its officers, employees, representatives or sub-contractors is or are convicted of any criminal offence (other than a road traffic offence which does not result in imprisonment);

(c) the Service Provider is in breach of clause 4.4 of this Agreement;

(d) the Service Provider is in breach of clause 10.1(d) of this Agreement;

(e) this Agreement has been subject to a substantial modification which would have required a new tender process in accordance with regulation 72(9) of the Public Contracts Regulations 2015 (“PCR”);

(f) the Service Provider, has, at the time of the award of this Agreement, been in one of the situations referred to in regulation 57(1) of the PCR, and should therefore have been excluded from the tender process for this Agreement; or

(g) this Agreement should not have been awarded to the Service Provider in view of a serious infringement of the obligations under the Treaty on European Union, the Treaty on the Functioning of the European union or European Directive 2014/24 that has been declared by the Court of Justice of the European Union in a procedure under article 258 of the Treaty on the Functioning of the European Union.

14.3 Without prejudice to any other rights of remedies to which it may be entitled under this Agreement or at law in equity, either party may terminate this Agreement forthwith by giving notice in writing to the other party with immediate effect if:

(a) the other party is in material breach of this Agreement and, in the case of a material breach capable of being remedied, fails to remedy such breach within thirty (30) days of written notice of such breach from the terminating party; or

(b) the other party becomes Insolvent.

15 Effects of Expiry or Termination

15.1 Upon expiry or termination of this Agreement howsoever arising and subject always to the provisions of this clause 16:

(a) all rights and obligations under this Agreement shall immediately cease and determine without prejudice to any rights of action then accrued thereunder including any rights which either party may have in respect of a claim for damages for breach by the other party or under any indemnity; and

(b) the Service Provider shall procure that all Materials, and all Confidential Information belonging to HCC, in its possession or control together with all copies thereof and extracts therefrom shall be delivered to HCC or, if HCC shall so direct in writing, destroyed or (as appropriate) erased and the Service Provider shall confirm such return, destruction or erasure (as the case may be) in writing to HCC within fourteen (14) days of the date of expiry or termination of this Agreement.

15.2 The following clauses shall survive the expiry or termination of this Agreement howsoever arising: 4.4, 4.5, 7.7, 8, 9.2, 9.3, 10, 11, 13.2, 15, 16, 17, 18, 19, 20, 22 and 23.

16 Data Protection

16.1 The parties acknowledge that for the purposes of the Data Protection Legislation, HCC is the Controller and the Service Provider is the Processor unless otherwise specified in Schedule 3. The only processing that the Processor is authorised to do is listed in Schedule 3 by the Controller and may not be determined by the Processor.

16.2 The Processor shall notify the Controller immediately if it considers that any of the

Controller's instructions infringe the Data Protection Legislation.

16.3 The Processor shall provide all reasonable assistance to the Controller in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Controller, include:

(a) a systematic description of the envisaged processing operations and the purpose of the processing;

(b) an assessment of the necessity and proportionality of the processing operations in relation to the Services;

(c) an assessment of the risks to the rights and freedoms of Data Subjects; and

(d) the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

16.4 The Processor shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

(a) process that Personal Data only in accordance with Schedule 3, unless the Processor is required to do otherwise by Law. If it is so required the Processor shall promptly notify the Controller before processing the Personal Data unless prohibited by Law;

(b) ensure that it has in place Protective Measures, which are appropriate to protect against a Data Loss Event, which the Controller may reasonably reject (but failure to reject shall not amount to approval by the Controller of the adequacy of the Protective Measures), having taken account of the:

(i) nature of the data to be protected;

(ii) harm that might result from a Data Loss Event;

(iii) state of technological development; and

(iv) cost of implementing any measures;

(c) ensure that:

(i) the Processor Personnel do not process Personal Data except in accordance with this Agreement (and in particular Schedule 3);

(ii) it takes all reasonable steps to ensure the reliability and integrity of any Processor Personnel who have access to the Personal Data and ensure that they:

(A) are aware of and comply with the Processor’s duties under this clause 16;

(B) are subject to appropriate confidentiality undertakings with the Processor or any Sub-processor;

(C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any Third Party unless directed in writing to do so by the Controller or as otherwise permitted by this Agreement; and

(D) have undergone adequate training in the use, care, protection and handling of Personal Data; and

(d) not transfer Personal Data outside of the EU unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:

(i) the Controller or the Processor has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Controller;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Controller in meeting its obligations); and

(iv) the Processor complies with any reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data;

(e) at the written direction of the Controller, delete or return Personal Data (and any copies of it) to the Controller on termination, cancellation or expiry of this Agreement unless the Processor is required by Law to retain the Personal Data.

16.5 Subject to clause 16.6, the Processor shall notify the Controller immediately if it:

(a) receives a Data Subject Request (or purported Data Subject Request);

(b) receives a request to rectify, block or erase any Personal Data;

(c) receives any other request, complaint or communication relating to either party's obligations under the Data Protection Legislation;

(d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

(e) receives a request from any Third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or

(f) becomes aware of a Data Loss Event.

16.6 The Processor’s obligation to notify under clause 16.5 shall include the provision of further information to the Controller in phases, as details become available.

16.7 Taking into account the nature of the processing, the Processor shall provide the Controller with full assistance in relation to either party's obligations under Data

Protection Legislation and any complaint, communication or request made under clause 16.5 (and insofar as possible within the timescales reasonably required by the Controller) including by promptly providing:

(a) the Controller with full details and copies of the complaint, communication or request;

(b) such assistance as is reasonably requested by the Controller to enable the Controller to comply with a Data Subject Request within the relevant timescales set out in the Data Protection Legislation;

(c) the Controller, at its request, with any Personal Data it holds in relation to a Data Subject;

(d) assistance as requested by the Controller following any Data Loss Event;

(e) assistance as requested by the Controller with respect to any request from the Information Commissioner’s Office, or any consultation by the Controller with the Information Commissioner's Office.

16.8 The Processor shall maintain complete and accurate records and information to demonstrate its compliance with this clause 16. This requirement does not apply where the Processor employs fewer than 250 staff, unless:

(a) the Controller determines that the processing is not occasional;

(b) the Controller determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; or

(c) the Controller determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.

16.9 The Processor shall allow for audits of its Data Processing activity by the Controller or the Controller’s designated auditor.

16.10 Each party shall designate its own data protection officer if required by the Data Protection Legislation.

16.11 Before allowing any Sub-processor to process any Personal Data related to this Agreement, the Processor must:

(a) notify the Controller in writing of the intended Sub-processor and processing;

(b) obtain the written consent of the Controller;

(c) enter into a written agreement with the Sub-processor which gives effect to the terms set out in this clause 16 such that they apply to the Sub-processor; and

(d) provide the Controller with such information regarding the Sub-processor as the Controller may reasonably require.

16.12 The Processor shall remain fully liable for all acts or omissions of any of its Sub-processors.

16.13 The Controller may, at any time on not less than 30 Business Days’ notice, revise this clause 16 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).

16.14 The parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Controller may on not less than 30 Business Days’ notice to the Processor amend this Agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

17 Confidentiality

17.1 Each party (the “Recipient”) HEREBY AGREES in relation to the Confidential Information of the other party (the “Disclosing Party”):

(a) to keep the Confidential Information confidential;

(b) not to use the Confidential Information otherwise than for the purposes of this Agreement; and

(c) to disclose the Confidential Information only on a need to know basis and in confidence to those of its employees, officers and sub-contractors who require knowledge thereof for the purposes of this Agreement and who are subject to obligations of confidentiality to the Recipient and in confidence to those of its professional advisors and/or auditors who are required to provide advice in respect of this Agreement.

17.2 The restrictions on disclosure contained in clause 17.1(c) shall not apply to information:

(a) which is in the public domain at the date of disclosure or subsequently enters the public domain otherwise than as a consequence of any unauthorised disclosure, act or omission by the Recipient, its officers, employees, sub-contractors, professional advisers or auditors; or

(b) which is lawfully and properly in the possession of the Recipient at the time of disclosure and which was not obtained directly or indirectly from the Disclosing Party as evidenced by the written records of the Recipient; or

(c) which is received from a Third Party otherwise than in breach (whether directly or indirectly) of any confidentiality or fiduciary obligation to the Disclosing Party and where such Third Party had a bona fide right to disclose the same to the Recipient.

For the purposes of this clause 17.2, Confidential Information shall not be considered to be in the public domain merely because parts of it are known or because it is known to a few people but is not generally freely available.

17.3 Nothing in this clause 17 shall prevent the Recipient from making a disclosure of the Disclosing Party’s Confidential Information to the extent required by any applicable law or by any supervisory or regulatory body to whose rules the Recipient is subject

or with whose rules it is necessary for the Recipient to comply PROVIDED ALWAYS THAT in the case of HCC’s Confidential Information, the Service Provider shall notify HCC of such a disclosure as soon as reasonably practicable upon becoming aware that such a disclosure may be required to be made.

17.4 Without prejudice to the generality of clause 17.3, nothing in this clause 17 shall prevent HCC from making a disclosure of the Service Provider’s Confidential Information to HCC’s external auditors, the Auditor General for Wales and the Welsh Government, whether pursuant to an audit pursuant to clause 9 of this Agreement or otherwise.

17.5 No announcement, disclosure or publication in any medium concerning the existence or subject matter of this Agreement or any ancillary matter shall be made by the Service Provider at any time except as required by law or by any legal or regulatory authority or with the prior written approval of HCC.

17.6 The Service Provider shall and shall procure that its employees, officers, agents and sub-contractors shall abide by the provisions of the Official Secrets Acts 1911 and 1989.

18 Freedom of Information

18.1 The Service Provider acknowledges that HCC is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and co-operate with HCC (at the Service Provider’s expense) to enable HCC to comply with its Information disclosure requirements.

18.2 The Service Provider shall and shall procure that its sub-contractors shall:

(a) transfer any Request for Information to HCC as soon as practicable after receipt and in any event within two (2) Business Days of receiving a Request for Information;

(b) provide HCC with a copy of all Information in its possession or power in the form that HCC requires within five (5) Business Days (or such other period as HCC may specify) of HCC requesting that Information; and

(c) provide all necessary assistance as reasonably requested by HCC to enable HCC to respond to a Request for Information within the time for compliance set out in the FOIA or the Environmental Information Regulations.

18.3 HCC shall be responsible for determining at its absolute discretion whether any Information:

(a) is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations; or

(b) is to be disclosed in response to a Request for Information

and in no event shall the Service Provider respond directly to a Request for Information unless expressly authorised to do so by HCC.

18.4 The Service Provider acknowledges that HCC may be obliged under the FOIA or the Environmental Information Regulations to disclose Information:

(a) without consulting with the Service Provider, or

(b) following consultation with the Service Provider and having taken its views into account.

18.5 Without prejudice to the provisions of clause 9, the Service Provider shall ensure that all information produced in the course of this Agreement or relating to this Agreement is retained for disclosure and shall permit HCC to inspect such records as requested from time to time.

19 Anti-Bribery

19.1 The Service Provider shall and shall procure that all persons associated with it or involved in the provision of Services shall:(a) comply with all applicable laws, statutes, regulations and codes relating to

anti-bribery and anti-corruption (“Relevant Requirements”), including the Bribery Act 2010 and not do, or omit to do, any act that may cause or lead HCC to be in breach of any of the Relevant Requirements;

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such an activity, practice or conduct had been carried out in the UK;

(c) have and shall maintain in force throughout the Term its own policies and procedures including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 19.1(b) and shall enforce them where appropriate;

(d) promptly report to HCC any request or demand for any undue financial or other advantage of any kind received by the Service Provider in connection with the performance of this Agreement; and

(e) immediately notify HCC in writing if a foreign public official becomes an officer or employee of the Service Provider or acquires a direct or indirect interest in the Service provider (and the Service Provider warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement).

20 Notices

20.1 Any demand, notice or other communication given or made under or in connection with this Agreement shall be in writing and shall be given or made to the recipient at the address stated in clause 20.3 or sent by facsimile or by email to the recipient’s facsimile number or email address (as applicable) stated in clause 20.3 or to such other address or facsimile number as either party may from time to time notify to the other party for this purpose, and in each case, marked for the attention of the person named below (or such substituted person as is notified by the recipient to the other party from time to time).

20.2 Every demand, notice or other communication addressed in accordance with the provisions of clause 20.3, shall be deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the recipient party, if sent by first class post, two (2) Business Days after the date of posting, if transmitted by facsimile

or email, at the time of transmission (provided a confirmatory letter is sent by first class post), provided that, where, in accordance with the above provisions, any demand, notice or other communication would otherwise be deemed to be given or made on a day which is not a Business Day or after 5.30pm on a Business Day, such demand, notice or other communication shall be deemed to be given or made at 9.00am on the next Business Day.

20.3 HCC’s details for service of notice are:

Address: Ty Rheidol, Parc Merlin, Aberystwyth, SY23 3FF, United Kingdom

Facsimile Number +44 (0)1970 615 148

Email Address info@hccmpw.org.uk

Marked for the Attention of: Corporate Services Manager

The Service Provider’s details for service of notice are:

Address: [ ]

Facsimile Number [ ]

Email Address [ ]

Marked for the Attention of: [ ]

20.4 In proving service of a notice or communication, it shall be sufficient to prove that delivery was made or that the envelope containing the notice or communication was properly addressed and posted by first class post or that the facsimile message was transmitted to the facsimile number of the recipient or that the email was transmitted to the email address of the recipient (as the case may be).

20.5 The provisions of this clause 20 shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

21 Assignment and Sub-Contracting

21.1 The Service Provider shall not without the prior written consent of HCC assign, novate, transfer, charge or deal in any other manner with this Agreement or any of its rights thereunder, or purport to do so, nor sub-contract any or all of its obligations under this Agreement.

21.2 Any sub-contracting shall not relieve the Service Provider of any of its obligations under this Agreement and the Service Provider shall be responsible for the acts and omissions of its sub-contractors as though they were its own.

21.3 For the avoidance of doubt, HCC shall be entitled to assign, novate, transfer, sub-contract and otherwise dispose of any or all of its rights and obligations under this Agreement without the prior consent of the Service Provider, and the Service Provider shall enter into such agreements, including deeds of novation, as HCC may require from time to time in connection therewith.

22 Disputes

22.1 All disputes or differences between the parties arising out of or in connection with this Agreement including any question regarding its existence, validity or termination (“Dispute”) shall, at the written request of either party, be referred to the Chief Executive Officer of HCC and the chairman or chief executive or equivalent of the Service Provider.

22.2 If the individuals referred to in clause 22.1 do not agree a resolution of the Dispute within ten (10) Business Days of the date of service of any such request, either party may require the other party by notice in writing to attempt to settle the Dispute by mediation in accordance with the Centre for Dispute Resolution (“CEDR”) Model Mediation Procedure. Within five (5) Business Days of the date of service of such notice the parties shall each propose a mediator and shall seek to agree as to the selection of a mediator.

22.3 If the parties are unable to agree on a mediator within ten (10) Business Days of the date of service of the notice referred to in clause 22.2 or the mediator agreed upon is unable or unwilling to act and the parties cannot agree upon a substitute, either of the parties may apply to CEDR to appoint a mediator as soon as practicable.

22.4 The parties shall within five (5) Business Days of the appointment of the mediator (the “Mediator”) meet with him in order to agree a programme for the exchange of any relevant information and the structure to be adopted for the negotiations. If considered appropriate, the parties (or either of them) may at any stage seek assistance from CEDR to provide guidance on a suitable procedure.

22.5 All negotiations connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the parties in any future proceedings.

22.6 If the parties reach agreement on the resolution of the Dispute, such agreement shall be reduced to writing and, once it is signed by the parties or their duly authorised representatives, shall be and remain binding upon the parties.

22.7 The costs and expenses of the mediation shall be borne equally by the parties. Each party shall bear its own costs and expenses of its participation in the mediation.

22.8 If the parties fail to reach agreement within ten (10) Business Days of the Mediator being appointed then the Dispute may be referred to the courts. The parties agree and undertake not to refer any Dispute to the courts unless and until the dispute resolution procedures of this clause 22 have been followed and the said period of ten (10) Business Days has expired, except in circumstances where immediate injunctive or other relief is required from the courts.

23 General

23.1 No delay by HCC in exercising, or failure by HCC to exercise, any right, power or remedy provided by law or under this Agreement shall:

(a) operate as a waiver of that or any other right, power or remedy; or

(b) affect the other terms of this Agreement.

23.2 The single or partial exercise by HCC of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

23.3 A waiver by HCC of any breach of or default under this Agreement shall not constitute a waiver of any other breach or default and will not prevent HCC from subsequently requiring compliance with the waived obligation.

23.4 The rights, powers and remedies provided to HCC in this Agreement are in addition to and are not exclusive of any rights, powers and remedies provided by law.

23.5 With the exception of statements made fraudulently, this Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements between the parties relating to such matters and the Service Provider has not relied upon any representation save for a representation expressly set out in this Agreement.

23.6 No variation to the terms of this Agreement shall be effective unless made in writing and signed by a duly authorised representative of each of the parties.

23.7 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect and the parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in this Agreement.

23.8 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other party, and neither party shall have authority to act in the name of or on behalf of or otherwise to bind the other party in any way.

23.9 This Agreement may be executed in duplicate each of which shall be deemed to be an original.

23.10 Save for the rights conferred on HCC’s external auditors, the Auditor General for Wales and the Welsh Government under clause 9.2, the parties do not intend that any term of this Agreement should be enforceable, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person who is not a party to this Agreement.

23.11 This Agreement shall be governed by and shall be construed in accordance with the laws of England and Wales and, subject to the provisions of clause 22, the parties hereby agree to submit to the exclusive jurisdiction of the courts of England and Wales.

AS WITNESS the hands of the parties or their duly authorised representatives the day and year first before written.

SCHEDULE 1

SERVICES

HCC requires a supplier to provide fatty acid composition data (and proportion data of total intramuscular fat) and mineral (Iron and Zinc) data and the reporting thereof of samples of PGI Welsh Lamb Meat.

SCHEDULE 2RATES

[Note: agreed rates to be included here, together with details of any costs and expenses which are to be payable to the Service Provider in addition.]

SCHEDULE 3

Processing, Personal Data and Data Subjects

This Schedule shall be completed by the Controller, who may take account of the view of the Processor, however the final decision as to the content of this Schedule shall be with the Controller at its absolute discretion.

(a) The contact details of the Controller’s Data Protection Officer are:Jo Horder, HCC, Ty Rheidol, Parc Merlin, Aberystwyth SY23 3FFdataprotectionofficer@hccmpw.org.uk

(b) The contact details of the Processor’s Data Protection Officer are: [Insert Contact details]

(c) The Processor shall comply with any further written instructions with respect to processing by the Controller.

(d) Any such further instructions shall be incorporated into this Schedule.

Description Details

Identity of the Controller and Processor

The parties acknowledge that for the purposes of the Data Protection Legislation, HCC is the Controller and the Service Provider is the Processor in accordance with clause 16.1.

Subject matter of the processing

The processing is needed in order to ensure that the Processor can maintain a list of contacts in order to effectively deliver the Services.

The processing of personal data concerning individuals to assist in the analysis of the results of the consumer taste panel research.

Duration of the processing The processing will occur throughout the term of this Agreement.

Nature and purposes of the processing

Collection, recording, storage and use of contact details to enable regular communication in connection with the provision of the Services.

The Service Provider will require each individual on a consumer taste panel to complete a questionnaire with information relating to a range of factors, such as their [age, cultural background, and economic status]. The Service Provider must seek HCC’s approval for the range of questions asked before using the questionnaire. The information provided in the questionnaires will be collected, recorded, stored, and analysed solely for the purpose of informing the results of the consumer taste panel research. The Service Provider must, at the time of providing the

questionnaire, obtain the explicit consent of the individual concerned to this processing. Any disclosure of the personal data in any report of the outcome of the consumer taste panel research will be on a strictly anonymised basis.

Type of Personal Data being Processed

Names, addresses, telephone numbers and e-mail addresses.

In relation to the questionnaires, information regarding the individual’s background, such as their [age, cultural background, and economic status] and any other information which HCC may agree from time to time.

Categories of Data Subject

The staff at farms participating in HCC’s hill ram project in connection with which the Services are being provided.

The individuals appointed to the consumer taste panels.

Plan for return and destruction of the data once the processing is complete

UNLESS requirement under union or member state law to preserve that type of data

The data will be returned to HCC upon the termination, cancellation or expiry of this Agreement.

Signed by

duly authorised representative for and on behalf of HYBU CIG CYMRU – MEAT PROMOTION WALES

Signed by

duly authorised representative for and on behalf of [ ]

APPENDIX 2

RESPONSE TO ITT

HYBU CIG CYMRU – MEAT PROMOTION WALES

RESPONSE TO ITT FOR THE FOR FATTY ACID AND MINERAL COMPOSITION ANALYSIS OF PGI WELSH LAMB

Latest Return Date: 17.00 on Wednesday 10th July 2019

CONTENTS

This Response to ITT is organised as follows:

Part A: Supplier Acceptability

A.1: Exclusion GroundsA.2: Economic/Financial StandingA.3: Capacity and CapabilityA.4: Equal OpportunitiesA.5: Health and SafetyA.6: Sustainability

Part B: Tender Response

Part C: Non-collusion Certificate

Part D: Declaration

NOTES:

(a) Before completing this Response to ITT please read the ITT.

(b) Please make sure that any additional information submitted with this Response to ITT is attached to this Response to ITT and clearly refers to the section(s) to which it relates. In this context, tenderers are reminded not to include any extraneous information (for example sales literature and/or standard terms of trading) with this Response to ITT.

(c) Please fully complete all relevant Parts of this Response to ITT, answer each and every question in the relevant Parts of this Response to ITT and provide all of the information requested in the relevant Parts of this Response to ITT. Please adhere to the word limits indicated in this Response to ITT. Failure to provide any such information or to adhere to any such word limits may result in exclusion from this tender process. If a particular question is not applicable mark such question as “not applicable” or similar.

PART A: SUPPLIER ACCEPTABILITY

A.1: Exclusion Grounds

Question Question Text AnswerA.1.1 A.1.1(a)

Regulation 57 (1-7) of the Public Contracts Regulations 2015 sets out grounds on which a bidding organisation must be deemed ineligible to tender for, or be awarded, a public contract.Within the past five years, has your organisation (or any member of your proposed consortium, if applicable), Directors or partner or any other person who has powers of representation, decision or control been convicted of any of the following offences?

(a) conspiracy; (b) corruption; (c) bribery (common law offence);(d) bribery within the meaning of section 1,

2 or 6 of the Bribery Act 2010, or section 113 of the Representation of the People Act 1983;

(e) fraud, including -a. cheating the Revenue; b. conspiracy to defraud; c. fraud or theft; d. fraudulent trading; e. defrauding the Customs/HMRC; f. an offence in connection with

taxation in the European Union; g. destroying, defacing or

concealing of documents;h. fraud within the meaning of

section 2, 3 or 4 of the Fraud Act 2006; or

i. the possession of articles for use in frauds, or the making, adapting, supplying or offering to supply articles for use in frauds within the meaning of section 7 of that Act;

(f) any offence listed-(a) in section 41 of the Counter Terrorism Act

2008

Yes/No

(b) in Schedule 2 to that Act where the court has determined that there is a terrorist connection;(g) any offence under sections 44 to 46 of

the Serious Crime Act 2007 which relates to an offence covered by paragraph (f);

(h) money laundering;(i) an offence in connection with the

proceeds of criminal conduct; (j) an offence under section 4 of the

Asylum and Immigration Act 2004; (k) an offence under section 59A of the

Sexual Offences Act 2003; (l) an offence under section 71 of the

Coroners and Justice Act 2009;(m) an offence in connection with the

proceeds of drug trafficking; or (n) any other offence within the meaning of

Article 57(1) of the Public Contracts Directive.

A.1.1 (b)

If you answered “Yes” to question A.1.1 (a) provide details that will enable HCC to determine whether or not it is required to exclude you under the mandatory grounds for exclusion laid out in Regulation 57 of the Public Contracts Regulations 2015.

A.1.1 (c)

Within the past five years has it been established by a judicial or administrative decision having final and binding effect in accordance with the legal provisions of any part of the United Kingdom or the legal provisions of the country in which your organisation is established (if outside the UK), that your organisation is in breach of obligations related to the payment of tax or social security contributions?

Yes/No

A.1.1(d)

If you answered “Yes” to question A.1.1(c), please provide further details.

Please confirm whether you have paid, or have entered into a binding agreement with a view to paying, including, where applicable, any accrued

interest and/or fines?

A.1.2 A.1.2

Regulation 57 (8) of the Public Contracts Regulations 2015 sets out discretionary grounds on which a bidding organisation may be deemed ineligible to tender for, or be awarded, a public contract. Should it become apparent to HCC that any of the following situations has applied to your organisation within the past 3 years, or currently applies to your organisation, you may be excluded from the procurement. Select “Yes” if you wish to discuss any of these matters with HCC.

(i) your organisation has violated obligations in the fields of environmental, social and labour law;

(ii) your organisation is bankrupt or is the subject of insolvency or winding-up proceedings;

(iii) your organisation is guilty of grave professional misconduct, which renders its integrity questionable;

(iv) your organisation has entered into agreements with other economic operators aimed at distorting competition;

(v) your organisation has a conflict of interest with HCC which cannot be remedied;

(vi) the prior involvement of your organisation in the preparation of the procurement procedure has resulted in a distortion of competition which cannot be remedied;

(vii) your organisation has shown significant or persistent deficiencies in the performance of a substantive requirement under a prior public contract which led to early termination of that prior contract, damages or other comparable sanctions;

(viii) your organisation has been guilty of serious misrepresentation in supplying information during a procurement exercise, or has withheld such information or is not able to submit the supporting documentation; or

Yes/No

(ix) your organisation has attempted to unduly influence the decision-making process of the contracting authority, or to obtain confidential information; or has negligently provided misleading information that may have a material influence on decisions concerning exclusion, selection or award.

A.1.3 A.1.3 (a)

Are you (if an individual) or any of your directors, partners, shareholders, owners, officers, employees, agents or associates (if an organisation) related or connected to any elected officials of HCC or any officers of HCC involved in the procurement?

Yes/No

A.1.3 (b)

If you answered “Yes” to question A.1.3 (a) provide details.

A.2: ECONOMIC / FINANCIAL STANDING

Question Question Text AnswerA.2.1 A.2.1(a)

Are you registered for VAT?A.2.1(b)

If so, please provide registration numberA.2.2 A.2.2 (a)

Is your organisation (please indicate the option that applies):

a) a public limited companyb) a limited companyc) a limited liability partnership (LLP)d) other partnershipe) a sole trader f) a consortiumg) other (please specify).

A.2.2 (b)

If your organisation is a consortium please provide the following information (if not please state Not Applicable):

i) Company names and registration numbers (if applicable), of all consortium members

ii) The lead member of the consortium who will be contractually responsible for delivery of the contract (if a separate legal entity is not being created)

If the consortium is not proposing to form a legal entity please give details of the proposed arrangements.

A.2.2 (c)

Provide your company or LLP registration number (if applicable) registered nameregistered addressauthorised contactcontact address (if different to registered address)

A.2.2 (d)

Is your organisation (please specify all that apply):i) a Voluntary, Community and Social

Enterpriseii) a Small or Medium Enterprise (SME)iii) a Sheltered Workshopiv) a Public Service Mutual

A.2.3 Please provide the name and contact details of the person you would like HCC to liaise with regarding any queries about the financial position of your organisation.

A.2.4 A.2.4 (a)

Has your organisation been *profitable in each of the last two financial years?* Your profitability is defined as Earnings Before Interest and Tax (EBIT).

Please note. If you are successful you must be in a position to provide evidence if required, without delay, to confirm this prior to contract award. If you are bidding as, or on behalf of a consortium your profitability should take account of all consortium members and if successful you will be required to explain how you have arrived at your answer.

Yes/No

A.2.4 (b)

If your organisation was not profitable in either of the last two financial years (i.e. reported a negative EBIT) please explain why, and provide evidence of how your organisation will be able to continue trading.Details you may like to provide include:

Explanation of why the reported EBIT is affected by exceptional items e.g. changes to accounting practice

i) Projected profit / lossii) Availability of assets to meet continued

lossiii) Projected cash flow

A.2.4 (c)If you wish you may submit the following information now:What was the profit or loss (EBIT*) reported by your organisation for the most recently completed financial year?If you are bidding as, or on behalf of a consortium please provide consolidated data from all consortium members and explain how you have arrived at your figure.* Earnings Before Interest and Tax; this is your underlying profitability.

A.2.4 (d)If you wish you may submit the following information now:What was the profit or loss (EBIT*) reported by your organisation for the financial year before the most recently completed one?If you are bidding as, or on behalf of a consortium please provide consolidated data from all consortium members, and explain how you have arrived at your figure.* Earnings Before Interest and Tax; this is your underlying profitability.

A.2.5 A.2.5Is your acid-test ratio higher than the figure set out in the guidance to this question?

This ratio must be calculated from your last set of approved annual accounts.The ratio is calculated as follows:

Yes/No

(cash + accounts receivable + short term investments) divided by (current liabilities)

A.2.6 A.2.6 (a)

Please confirm whether you already have, or can commit to obtain, prior to the commencement of the contract, the levels of insurance cover indicated in the guidance to this question set out in the table in section 7.1 of the instruction to tenderers. Select “Yes” to confirm this. If you are successful you must be in a position to provide insurance certificates, if required, without delay, to confirm this prior to contract award.

Yes/No

A.2.6 (b)If you have Public and Product Liability insurance, please attach your insurance certificate.

A.2.6 (c)If you have Professional Indemnity insurance in place please attach your insurance certificate.

A.3: CAPACITY AND CAPABILITY

Question Question Text AnswerA.3.1 A.3.1

What are the main business activities of your organisation or consortium?

Please limit your answer to a brief summary.A.3.2 A.3.2 (a)

Provide a description of up to 3 relevant contracts you have successfully delivered in the last 5 years that show experience that is relevant to the requirement.Provide details of: Goods, works or services delivered How these are relevant to the requirement How the contract was delivered successfully;

include testimonials where possible Contract value Period over which the contract was delivered

If you are bidding on behalf of a consortium please provide examples from the consortium member(s) which would deliver each relevant part of the requirement if you were successful, subject to a maximum of 3 examples in total.

A.3.2 (b)

If your organisation does not itself have relevant experience, but could deliver the contract as a result of recent or planned changes such as merger/acquisition, hiring new staff, equipment etc, describe the new capabilities.

A.4: EQUAL OPPORTUNITIES

Question Question Text AnswerA.4.1 A.4.1 (a)

In the last three years,

has any finding of unlawful discrimination been made against your organisation by an Employment Tribunal, an Employment Appeal Tribunal or any other court (or in comparable proceedings in any jurisdiction other than the UK) and/or

has your organisation had a complaint upheld following an investigation by the Equality and Human Rights Commission or its predecessors (or a comparable body in any jurisdiction other than the UK), on grounds of alleged unlawful discrimination?

Yes/No

A.4.1. (b)

If you answered ‘Yes’ to question A.4.1(a) provide a summary of the nature of the investigation and an explanation of the outcome to date. If the investigation upheld the complaint against your organisation, please explain what action (if any) you have taken to prevent unlawful discrimination from reoccurring

A.4.1. (c)

If you use subcontractor(s) or are bidding on behalf of a consortium, do you have processes in place to check whether any of the above circumstances apply to these other organisations?

Yes/No/NA

A.5 HEALTH AND SAFETY

Question Question Text AnswerA.5.1 A.5.1 (a)

Has your organisation or any of its Directors or Executive Officers been in receipt of enforcement/remedial orders in relation to the Health and Safety Executive (or equivalent body) in the last 3 years?

Yes/No

A.5.2 (b)

If your answer to A.5.1 (a) is “Yes” provide details of the enforcement/remedial orders served and give details of any remedial action or changes to procedures you have made as a result.

A.5.1 (c)

If you use subcontractor(s), or are bidding on behalf of a consortium, do you have processes in place to check whether any of the above circumstances apply to these other organisations? If you are successful you must be in a position to provide evidence if required, prior to contract award, and without delay.

Yes/No/N/A

A.6: SUSTAINABILITYQuestion Question Text AnswerA.6.1 A.6.1 (a)

Has your organisation been convicted of breaching environmental legislation, or had any notice served upon it, in the last three years by any environmental regulator or authority (including local authority)?

Yes/No

A.6.1 (b)

If your answer to question A.6.1(a) is “Yes” please provide details of any of the conviction or notice and details of any remedial action or changes you have made as a result of conviction or notices served.

A.6.1. (c)

If you use subcontractor(s), or are bidding on behalf of a consortium, do you have processes in place to check whether any of these organisations have been convicted or had a notice served upon them for infringement of environmental legislation?

Yes/No/N/A

A.6.2 A.6.2

Please confirm that you will pay all suppliers and sub-contractors within agreed timescales, which will not exceed 30 days.

Yes/No

PART B TENDER RESPONSE

In completing this Part B, please bear in mind HCC’s requirements, set out in paragraph 4 of the ITT.

Ref. QuestionB.1 Please provide a cost over the lifetime of the project (from August 2019 to end of

June 2023) to deliver the requirements set out in paragraph 4 of the ITT.

Please provide a complete breakdown of all applicable rates for all staff, costs and expenses. These will be used for any ad-hoc work requested in addition to the requirements set out in paragraph 4 of the ITT.

Please specify all amounts exclusive of VAT.

Expertise on fatty acid and mineral methodologies for lamb meatStaff Costs £ Notes

Other Costs

Expenses

Reporting of fatty acid and mineral analysis Staff Costs £ Notes

Other Costs

Expenses

Please note that those rates, costs and expenses shall be the rates, costs expenses that shall apply throughout the contract.

(No more than 1000 words)B.2 Please detail how you will apply your expertise, experience and knowledge of fatty

acid and mineral methodologies to deliver HCC’s requirements. Please outline an example methodology that could be used to assess Welsh Lamb meat nutritional quality. (No more than 1500 words, this does not include the example])

B.3 Please detail your approach to reporting fatty acid and mineral analysis results. (No more than 1500 words)

B.5 Please provide short CVs for the key personnel who would be involved in the delivery of services to HCC, focussing in particular on the relevant skills, including the ability to communicate effectively, and the experience of these personnel in the context of the services that would be provided to HCC under the agreement. (Each CV must be no more than 300 words)

PART C: NON-COLLUSION CERTIFICATE

(Note: Part C must be completed)

As a duly authorised representative for and on behalf of the organisation named below or the organisations comprised within the consortium named below, I hereby certify as follows:

1. our tender is bona fide and intended to be competitive;

2. we have not fixed or adjusted the amount of our tender by or under or in accordance with any agreement or arrangement with any other person (other than, in the case of a consortium, the other consortium members);

3. we have not communicated to any person other than Hybu Cig Cymru – Meat Promotion Wales the amount or approximate amount of our tender, except where the disclosure, in confidence, was necessary to obtain insurance premium or other quotations required for the preparation of the tender;

4. we have not entered into any agreement or arrangement with any other person that they shall refrain from tendering or as to the amount of any tender to be submitted or the conditions on which any tender is submitted;

5. we have not offered to pay or give or agreed to pay or give any sum of money or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other tender or proposed tender any act or thing of the sort described above.

Signed: ………………………………………Name: ………………………………………Position: ………………………………………Duly authorised representativeFor and on behalf of: ………………………………………

Date: ………………………………………

PART D: DECLARATION

(Note: Part D must be completed)

As a duly authorised representative for and on behalf of the organisation named below or the organisations comprised within the consortium named below, I hereby declare as follows:

1. I have the requisite authority to complete and return this Response to ITT.

2. I have read and agree on behalf of the organisation named below or the organisations comprised within the consortium named below that such organisation or organisations will comply with and be bound by the provisions contained in the ITT.

3. All information provided in this tender is complete and accurate to the best of my knowledge and belief.

4. HCC will promptly be informed upon the organisation named below or any of the organisations comprised within the consortium named below becoming aware that any information provided to HCC, including without limitation in this Response to ITT, is incomplete, inaccurate or misleading in any respect or has ceased to be correct.

6. This tender will remain open for acceptance for a period of 6 months after the deadline for submission of this Response to ITT.

7. If this Response to ITT is successful the organisation named below or, in the case of a consortium, the legal entity identified in our response to question A.2.2(b), will enter into a contract with HCC in the form set out in Appendix 1 to the ITT.

8. I acknowledge and agree that HCC is not bound to accept this or any Response to ITT.

Signed: ………………………………………Name: ………………………………………Position: ………………………………………Duly authorised representativeFor and on behalf of: ………………………………………

Date: ………………………………………