prequalification questionnaire€¦ · web viewinvitation to tender. for the supply, installation...

INVITATION TO TENDER

FOR THE SUPPLY, INSTALLATION AND MAINTENANCE OF A SOCIAL CARE CASE MANAGEMENT SYSTEM

Ref: NWCE-9GBF8U

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INSTRUCTIONS TO TENDERERS

This document shall be used only for the purposes of submitting a tender. The contents remain confidential and must not be shared with other parties outside of this tender process.

1 Introduction

1.1 The current social care case management system (CMS) comprises of Carefirst 6 together with Civica Comino for electronic document management (EDMS). Both adult and children’s social care teams use these systems which are hosted on an internal server.

1.2 Financial modules within Carefirst 6 integrate with the Councils corporate ERP system SAP for paying clients and providers as well as raising debtor invoices.

1.3 Residential and carer payments for children are managed manually and are not currently integrated with the financial care module.

1.4 There are currently 750 users of Carefirst 6 and we currently use in the region of 250 concurrent user licences at any given time.

1.5 There are other peripheral support systems that are used to enhance our current system. Some of which may be replaced by features of the proposed solution. These include:

1.5.1 Actuate – allows non parametered reports to be run from Carefirst by users1.5.2 Business Objects – reporting tool1.5.3 Civica Comino –EDMS solution – index linked and used to attach records and docu-

ments not created within the Carefirst system itself. 1.5.4 Enlights – E – learning tool1.5.5 Fibbonacci – used to format forms generated from Carefirst1.5.6 SAP – WBC's ERP system. Used to generate invoices and payment to clients and pro-

viders1.5.7 SRDB – legacy access database and a temporary interface between Carefirst and the

Councils financial systems. Plans are in place to migrate fully to Carefirst 6 finance module.in 2014.

1.6 The contract for the current system expires in 2015 and the Council seeks to implement a solution by December 2015.

1.7 The information within this document defines the current technical infrastructure stan-dards that apply to relevant information systems and information technologies within the Council’s networks.

1.7.1 Technical Infrastructure – Corporate Network (PSN & N3 connected)

Control Standard

PC Operating System(s) Windows 7 Enterprise sp1ActiveDirectory Group Policy

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Public Access PC Operating System

Windows 7 Enterprise sp1DeepFreeze EnterprisePublic vlan only

Server Operating System(s) Microsoft Windows Server 2003Microsoft Windows Server 2008, and 2008 R2Unix/Linux

Data Storage Storage Area Network (SAN) Direct Attached Storage (DAS)

Database Management System(s)

Microsoft SQL Server 2008Oracle 11g

commitment to Microsoft SQL Service Packs mandatedNetwork Extreme Summit

Switched 1000Mbps Fast Ethernet100mbps to desktop

Dual 1000Mbps Internet connection (peer connections for failover/resilience)

Server Virtualisation Platform(s) VMware VSphere ESXi 4.1

Desktop Application Suite Microsoft Office 2010 Professional

Application Platform(s) EDM – Civica CominoCRM – Microsoft DynamicsERP – SAP

Website Development JADU Galaxy (externally hosted)Umbraco CMS (Warrington hosted)

Voice Systems Voip - Avaya One / OneX CommunicatorMobile network gateway - Packet MediaVoicemail – NetcallDirectory – Netcall

Mobile Network Operators VodafoneO2

Remote Access Gateway Managed endpoint, fixed site: Aruba RAPManaged endpoint, mobile: Juniper NetworkConnect/Pulse

Third-Party endpoint : Juniper SSLVPN

Only the Council top 11 business systems have a recovery time objective of between next day out to 10 recovery days. All other business systems are subject to best efforts recoveries from day 11 onwards.

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1.7.2 Technical Infrastructure – Customer Network (not connected to PSN/N3)

Control Standard

PC Operating System(s) Windows 7 Enterprise sp1 (customer licence)Windows XP Professional (customer licence)Customer AD group policies

Public Access PC Operating System

Windows XP Professional (customer licence)DeepFreeze Enterprise (PN)Public vlan only

Server Operating System(s) Microsoft Windows Server 2003Microsoft Windows Server 2008 R2Solaris

Data Storage Storage Area Network (SAN) (Customer data group)Direct Attached Storage (DAS)


Microsoft SQL Server 2008Oracle 10 (Sirsi)

Network Virgin Media Business WAN (MAVPN)BT WAN (LES)Extreme Summit


Server Virtualisation Platform(s) VMware VSphere ESXi 4.1Desktop Application Suite Microsoft Office 2010 Professional

Microsoft Office 2003 Professional

Application Platform(s) Specific to Customer Business

Website Development JADU Galaxy (externally hosted)Umbraco CMS (Warrington hosted)

Voice Systems TBA.Voip - Avaya One / OneX CommunicatorMobile network gateway - Packet MediaVoicemail – NetcallDirectory – none

Mobile Network Operators VodafoneO2

Remote Access Gateway Third-Party endpoint : Juniper SSLVPN

Only the Council top 11 business systems have a recovery time objective of between next day out to 10 recovery days. All other business systems are subject to best efforts recoveries from day 11 onwards.

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1.7.3 Technical Environment – Website transactional (Web-DMZ protection)

Control Standard

PC Operating System(s) NoneServer Operating System(s) Microsoft Windows Server 2003

Microsoft Windows Server 2008, and 2008 R2Linux (CentOS 5)

Data Storage Storage Area Network (SAN) (Web-DMZ data group)Direct Attached Storage (DAS)


None

Network Switched 1000Mbps Fast Ethernet.


Server Virtualisation Platform(s) VMware VSphere ESXi 4.1 (Web-DMZ cluster)

Desktop Application Suite NoneApplication Platform(s) MandoForms

Website Development Umbraco CMS (Warrington hosted)Voice Systems NoneMobile Network Operators N/ARemote Access Gateway Third-Party endpoint : Juniper SSLVPN

Only the Council top 11 business systems have a recovery time objective of between next day out to 10 recovery days. All other business systems are subject to best efforts recoveries from day 11 onwards. Web-DMZ environment depends upon Primary Data Centre, no alternate Web-DMZ has been provisioned.

1.7.4 Technical Environment – Legacy (Internal DMZ protection, No Internet)

Control Standard

PC Operating System(s) Microsoft Windows XP ProfessionalMicrosoft Windows XP TabletLocal Group Policy

Server Operating System(s) Microsoft Windows Server 2003Microsoft Windows Server 2000

Data Storage Direct Attached Storage (DAS)


Microsoft SQL Server 2000

Network Switched 1000Mbps Fast Ethernet. No access from the Internet

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Server Virtualisation Platform(s) None provided

Desktop Application Suite Microsoft Office 2003 Professional Microsoft Office 97 Professional

Only the council Top-11 business systems have a recovery time objective of between next day out to 10 recovery days. All other business systems are subject to best efforts recoveries from day eleven onwards. Legacy environments would be recovered in the last phase.

2 Competition Process – Overview

2.1 The tender process will be conducted via the Council's e-tendering system, the 'Chest'. All communications between the Council and Tenderers will be via the 'Chest', any communications outside of this system will not elicit a response.

2.2 Where the Council receives a request for clarification as to the procurement process, documentation or other relevant issue, the question and response will be provided to all Tenderers. The question and response will be anonymised before transmission.

2.3 The successful Tenderer will be required to enter into an Agreement, the form of which can be seen at Part 11 of this Invitation to Tender.

3 Solution - Overview

3.1 The Council will only consider solutions which propose the use of “off the shelf” software that is ready for immediate deployment. Solutions which have not been fully tested, deployed and proven elsewhere will be rejected.

3.2 The Council will consider a solution which may be hosted on the Councils own maintained servers, or the Tenderer may propose to externally host the system. Likewise, the solution may propose either an alternative to, or integration with the current EDMS.

3.3 Server(s) hosted by the Council reside in the Councils Data Centre and on the Councils Active Directory domain. The Council is responsible for their back up, maintenance of the software build (i.e. OS patching, antivirus updates) and audit. The Tenderer will be responsible for the support and maintenance of the application(s) running on the server(s). 24/7 Onsite and remote access, via RDP using the councils Access Gateway, will be provided to the successful Tenderer for support and maintenance purposes.

3.4 The system architecture of the proposed solution must maintain the Council’s current compliances. Should the proposed solution be designed that all data and the management of the data remains within the Councils data centres and secure network, then the Council will remain responsible for maintaining the listed compliances, but would not implement a solution that compromised them:

3.4.1 Public Services Network (PSN) code of interconnection, Code of Practice, Code of Connection v 2.7

3.4.2 IGSOC (N3 – NHS network)3.4.3 Payment Card Industry Data Security Standard (PCIDSS)

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3.4.4 RFC 1918 (Address Allocation for Private Internets)3.4.5 ISO – 27001

3.5 Where the solution is to host externally, Tenderers must provide full details with evidence, on what security standards and measures would be applied to the data, and how this is suitable for Impact Level3 systems and data. The Councils governance team will then decide whether this is a suitable level of protection. If the proposed measures are not thought to be suitable, then the tender will be rejected.

3.6 Where the solution is available as both a cloud based and locally based service, Tenderers are asked to make it clear which statements and costs relate to which option.

3.7 The solution will incorporate the following:

3.7.1 case management for Adult and Children’s Social Care Teams;3.7.2 finance and contract management for both adult and children’s services;3.7.3 report creation and publishing (statutory and non-statutory);3.7.4 document management;3.7.5 mobile working;3.7.6 system integration capability.

3.7.6.1 The Council requires a seamless integration between the CMS solution and the EDMS solution and also between the CMS solution and the councils financial (ERP) system.

3.7.6.2 Due to the continued need to share data, the Council expect the solution to be able to easily integrate, communicate securely and share workflow and client records with other systems in both the Council and with other health and social care partners.

3.7.6.3 For information, the Council expect some level of future data integration with the school management system, the early help system, the NHS patient management system, 5 Boroughs Trust clinical information system and Warrington & Halton NHS Foundation Trusts future clinical system.

3.7.6.4 There is a national expectation that patients receive a seamless Health and Social Care service. The NHS number will be the primary identifier across these systems in order to deliver this requirement

3.8 The solution must assist the Council in achieving the following outcomes:

3.8.1 Efficiency – an intuitive system that is easy to navigate with efficient workflows;

3.8.2 Value for money – cost effective whilst promoting effective use of staff time;

3.8.3 Future Proof – modern and flexible platform that can integrate with various systems in a cost and time efficient manner and be accessed on a number of platforms;

3.8.4 Incremental business improvement – A system and supplier that support continued refinement between users, process and technology.

3.9 To assist with licence estimates, the council will require 300 concurrent licences.

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3.10 The Council requires as part of the solution, all data to be migrated from Carefirst. Where the proposal includes an alternative to the councils EDMS it is expected as a minimum that all documents related to open cases will be migrated to the EDMS.

3.11 The Initial Agreement Period will be for 5 years, with up to a maximum of 2 annual extensions.

or

3.12 The Initial Agreement Period will be for 3 years, with up to a maximum of 2, 2 year extensions.

4 Tender evaluation process

4.1 The Council will consider both price and quality in identifying the successful Provider.

4.2 Quality will be assessed via:

4.2.2 method statements (6.1.1 to 6.1.10 inclusive). Tenderers submit responses to the 10 methods statements. The Council will evaluate and score each method statement.

4.2.3 presentation and site visit (6.2 and 6.3). Tenderers will attend a presentation and arrange a site visit, each of which will be evaluated and scored by the Council.

4.3 Price will be assessed on the basis of a 7 year Agreement - to include start up and on-going costs.

5 Calculation and weightings

5.1 Quality will be allocated 70% of the points available and Price will be allocated 30% of the points available. The relative importance of each of the quality criteria is as follows:

Description Weighting

Quality - methods statements, presentation and site visit

Case managementFinance, contracts and financial integrationReport creation and publishingDocument managementSystem administrationSystem integrationInnovation and future proofingImplementation PlanMobile working & remote accessSupport, maintenance and development

PresentationSite visit

Price - based upon a 7 year Agreement

9%8%7%4%4%4%4%4%3%3%

15%5%

30%

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5.1.2 The Provider with the lowest price will be allocated the maximum 30%, those with higher prices proportionately less, for example:

Price % ScoreProvider A - £10 30% (lowest price)

Provider B - £20 15%

5.1.3 The Provider with the highest quality score for the methods statements, presentation and site visit will be allocated the maximum 70 marks, those with lower quality scores proportionately less, for example:

Quality score % ScoreProvider A - 40 points out of 70 56%

Provider B - 50 points out of 70 70% (highest quality)

5.1.4 The price and quality marks will be added to arrive at the final score for each Tenderer.

6 Method statements

6.1 Please explain how you would intend to deliver the solution in relation to each of the 10 following methods statements.

Whilst there is no pre defined word limit for each method statement, Tenderers should ensure that they directly address the issues raised in each method statement and avoid simply referring to information which is contained in other documentation.

The response should refer to system functionality which currently exists and is in use in a live environment.

6.1.1 Method statement 1 - Case management

(a) Describe how your solution makes it quick, easy and intuitive for front line social care staff to carry out their operational duties and how it minimises inputting time.

You should include as minimum, information about how your system achieves this when carrying out the following activities.

navigating around system navigating between related case files recording and reviewing client’s relations. recording and reviewing a clients professional involvements recording an assessment, plan, review plan or other interventions recording contacts processing a referral accessing a client chronology accessing case related documents producing documents and reports recording and reviewing a clients financial care contributions

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recording activities that fall below social care thresholds i.e. Common As-sessment Framework, Fair Access to Care, step up /down referrals etc.

communicating with a client. quickly identifying and recording classifications and risks.

(b) Describe how your solution supports effective oversight and control of cases both in terms of case management and quality assurance.

(c) Describe how your solution supports users to case manage more effectively while helping them to minimise inputting errors.

6.1.2 Method statement 2 – Finance, contracts and financial integration

(a) Both payments to providers/ clients / carers and debtor invoices are generated from the council’s corporate financial (ERP) system (SAP) and will be based on exports from the financial care solution. Expenditure and Income is accounted for within the care period (including deferred charges).

Describe how your solution supports efficient, accurate and integrated payment, billing and budget management for both Adult and Children’s services.

You should include as minimum, information about how your system achieves this when carrying out the following activities.

Integration of payments to SAP AP (Accounts Payable) based on client data matching client data against invoices received scheduling payments managing direct payments recording 1st and 3rd party care contributions recording and calculating financial assessments recording property and deferred charges splitting client income to show deferred element (separate invoice line) on

debtor invoice Integration of debtor invoices to SAP AR (Accounts Receivable) based on

client data handling errors managing and updating information such as care rates, financial codes, VAT

codes and time allotments. creating new customers handling credit notes and refunds performing periodic financial assessments

(b) Describe how your solution makes it quick easy and intuitive to manage and monitor contracts and organisations. Please include information about how the solution would help to provide users with up to date intelligence about concerns and complaints.

(c) Describe how you will integrate the outputs of your financial solution to the Council's financial system interface to achieve a fully functional payment and

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billing system. Please give details of similar financial integrations that you have undertaken at other sites.

Please detail the resources that you will provide and any resources that you require from the council or third party vendor to achieve this. Please detail any additional costs and itemise these on the payment schedule.

6.1.3 Method statement 3 - Report creation and publishing

(a) Describe how the solution supports users to quickly and efficiently extract information from the system to enable the council to fulfil its statutory reporting requirements in the areas of:

short and long term return (SALT) adult social care finance (ASC-FR and RA/RO) safeguarding adults return (SAR) children in need census children looked after by local authorities in England (SSDA903) private fostering arrangements in England (PF1) equalities and classification framework (EQ/CL) Mental Capacity Act – Deprivation of Liberty Safeguards (MCA DOLS) SSDA702 MH Guardianship SSDA902 Blind Return Ofsted inspections of services for children in need of help and protection,

children looked after and care leavers – Annex A child level data lists.

(b) Describe how your solution enables custom reports to be created such that information from all areas of the database can be accessed, data extracted, manipulated, analysed and presented in a variety of formats. Please include details of any additional software and licences that might be required and itemise these on the finance schedule.

Where the proposed solution is externally hosted make sure that you include a description to how these tools can be accessed remotely.

6.1.4 Method statement 4 - Document management

(a) Describe how your solution provides a comprehensive secure, and intuitive document management system that is easy to access while viewing and managing case files, case audits and other case related activity.

(b) Describe how your solution makes it easy for users to manage version control, security and document rights management.

6.1.5 Method statement 5 - System administration

(a) Describe how your solution allows system administrators to quickly, easily and intuitively make bespoke configuration changes to the system in response to the changing needs of the service.

Your response should include at least the following areas:

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user management security management screen object management lookup values workflow rules and errors report management data management usage monitoring bulk case allocation testing changes prior to release to live environment without compromising

data on the live database. importing and exporting client data to / from various modules via common

formats such as csv archiving records In House system development

(b) Describe how your solution makes it easy to train new users without compromising data on the live database.

6.1.6 Method statement 6 - System integration

(a) Describe how your solution improves access to information by providing a modern, flexible, open and scalable integration platform. Please include where applicable details of how this supports:

a shared client record across different systems use of NHS number as a primary key identifier reduction of duplicate entry data analysis more consistent data across systems automatic monitoring of client visits (call monitoring) Integrated workflow across social care and health providers Sharing and updating of alerts, plans, tasks and key workers across teams

from other organisations

(b) Please give examples of non – financial integrations that you have carried out at similar reference sites with indicative timescales and costs.

6.1.7 Method statement 7 - Innovation and future proofing

(a) What is your company’s long term vision and how do you plan to achieve this?

(b) Describe how you incorporate innovation into your products

(c) Describe how your company anticipates and responds to social, technological, economic, environmental and political factors in such a way that your solution remains viable and relevant.

(d) Describe how you will meet any information and technology requirements that are identified in the Care Bill.

6.1.8 Method statement 8 - Implementation Plan

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(a) Please describe how you would support the council to plan, deliver and install the solution with reference to the following:

your project management approach and preferred methodology You approach to data migration* your accommodation / IT on site requirements training & support during implementation** configuration post implementation support

*Please include how you would work with the incumbent supplier if applicable**Training will be based on a train the trainer model.

(b) Please provide a complete breakdown of your proposed solution(s) including the following:

a schedule of work detailing modules, software titles and precise elements of work and configuration that will be delivered as part of the priced proposal.

proposed software licence agreement, software schedule and limits that the licences impose such as the assumed number of users.

the intended support agreement for the solution including details of Service Levels (eg response times) and Service Credits (eg for downtime) - the suc-cessful Providers response to be included at Schedule 6 of the Agreement).

any key assumptions made in composing and pricing this proposal. an outline project plan for the proposed solution including expected levels

and responsibility for the supplier and the council. Where you are offering your solution as both a locally and externally hosted solution, please provide a plan for each.*

*This should include how you would implement data migration from the current CRM system, from the current EDMS system (if applicable) and from any legacy databases containing client / provider payment information.

6.1.9 Method statement 9 - Mobile working and remote access

(a) Describe how your solution enables users to be more flexible in terms of working out of the office and how it promotes efficiency. Please include details of which parts of the system are able to be accessed remotely and if the solution requires a permanently connected environment. Please detail any optional or recommended desirable hardware and software that may be required to be procured separately by the council in order to make best use of the proposed solution.

(b) Describe how your mobile solution improves the social interaction between client and professional.

(c) Describe how your solution supports user self assessment and care monitoring

6.1.10 Method statement 10 - Support, maintenance and development

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(a) Describe how your product support, maintenance and development contributes to timely remedial action and incremental improvement of the solution over time.

Please include at least the following information:

support standards upgrade frequency management of change requests product roadmap customer feedback

(b) Describe how your solution maintains resilience and business continuity.

6.2 Presentation.

6.2.1 Tenderers will be asked to demonstrate, through practical example, how the proposed solution will deal with a number of typical scenarios. The scenario details to be provided.

6.2.2 The presentation will take place on a date to be agreed between 30/6/14 and 11/7/14

6.3 Site visits.

6.3.1 Tenderers will be asked to arrange a site visit to an organisation in which the proposed solution is currently operational. The site visit to include discussions with both operational staff (eg. social workers) and technical staff (IT).

6.3.2 The site visit will take place on a date to be agreed between 9/7/14 and 18/7/14

7 Score range

7.1 Each quality element will be allocated a score within the following range :

Criteria Score

Excellent response that provides an attractive offer 80 to 100High standard response that meets the stated requirement 60 to 79A response that adequately meets the stated requirement 40 to 59Reservations and concerns about the offer 20 to 39Poor submission with major reservations about the response Up to 20Does not address or meet the requirement 0

8 Instructions for tender submission

8.1 The Provider will complete and return the following documents:

8.1.1 Tender Reply Forms (10.1, 10.2 and 10.3);

8.1.2 Written responses to the 10 method statements (6.1.1 to 6.1.10 inclusive);

8.1.3 A copy of your standard licensing terms;14

8.1.4 Pricing Schedule (Schedule 5 of the draft Agreement - Part 11).

- the budget available for the Service, over a 7 year period is in the range of £1.2M and £1.4M.

- licensing costs should be based upon the provision of 300 concurrent licences or 800 named licences. The Council’s preferred option is 300 concurrent licences.

- the price submitted to be based upon a 30 day payment term.

8.1.5 Proposed amendments to the draft Agreement.

- the Agreement Conditions are based upon those agreed under the Buying Solutions framework RM865 - Local Government Software Application Solutions.

8.1.6 Details of any information which the Tenderer believes to be Commercially Sensitive Information.

8.2 The Provider will check that the above documents/responses have been completed and shall submit a completed set of documents via ‘The Chest’.

8.3 The Council reserves the right not to proceed at any time with the procurement process. Where this right is exercised, the Council will not be liable for any costs incurred by the Provider in preparing and submitting their tender.

8.4 Tenders must be received via ‘The Chest’ by noon on Friday 2nd May 2014. Tenders received after date and time will not be considered.

9 Early payment scheme

9.1 The Council operates an Early Payment Scheme (EPS), whereby an agreed discount is taken from invoices in exchange for early payment. The EPS is completely voluntary for all suppliers.

9.2 The fee for early payment is a % discount offered against the gross invoice value for payment on day 5 after invoice date. This represents a 22 days acceleration (payment under 30 day terms are processed 27 days from invoice date, to allow 3 days for bank transfer to suppliers). Further information on the EPS will be provided to the successful Tenderer.

9.3 Tenderers must not include any discount for the EPS in their submitted price, which must be based upon a 30 day payment term.

10 TENDER REPLY FORMS

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10.1 Form of tender

To : Warrington Borough Council (“the Council”)

10.1.1 I/We ………………….................…………………………...........…..carrying on business at

...................…………………………………………….........……...........(registered office) having read the Invitation to Tender hereby offer to provide the Services described at the Agreement Price stated in Part 11, Schedule 5) of the Invitation to Tender and in accordance with the requirements set out in the above mentioned document.

10.1.2 I/We agree that this tender shall remain open to be accepted or not by the Council and shall not be withdrawn for a period of 90 days from the latest date for receipt of tenders.

10.1.3 I/We further undertake to execute an Agreement in the form of Part 11, and further undertake if required and appropriate to provide a Parent Body Guarantee in the form set out in the Invitation to Tender documents.

10.1.4 Unless and until a formal Agreement is prepared and executed, this tender together with the Council’s acceptance thereof in writing, shall constitute an agreement between us.

10.1.5 I/We understand that this tender is capable of being accepted by the Council only by the issue of an official written order or letter of intent. No purported acceptance of this tender will be binding upon the Council in the absence of such a letter of intent or written official order.

10.1.6 I/We understand that the Council are not bound to accept the lowest or any tender that may be received.

Signed:………….......………...Name :…….....….........…………….Title : …………...........….…......

on behalf of: ……………...................……........……....……Date :……...…….………………………

10.2 Certificate of bona fide tendering

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10.2.1 I/We declare that this is a bona fide tender, intended to be competitive and that I/we have not fixed or adjusted the amount of the tender by or under or in accordance with any agreement or arrangement with any person (‘person’ includes any persons any body or association, corporate or incorporate) except as disclosed below.

10.2.2 I/We declare that I/we am/are not aware of any connection with a member of the Council’s staff which could affect the outcome of the tendering process.

10.2.3 I/We declare that I/we have not done and I/we undertake that I/we will not do at any time any of the following:

communicate to any person, including the addressee calling for the tender, the amount or approximate amount of the proposed tender;

enter into any agreement or arrangement with any other person or body that he or it shall refrain from tendering or as to the amount of any tender to be submitted;

enter into any agreement or arrangement with any other person or body that we will refrain from tendering on a future occasion;

offer or pay or agree to pay any sum of money or valuable consideration directly or indirectly to any person for doing or causing to be done in relation to any other tender any act of the kind described above.

10.2.4 I/We understand that any instances of illegal cartels or market sharing arrangements suspected by the Council will be referred to the Office of Fair Trading for investigation and may be subject to action under the Restrictive Trade Practices Act 1916.

10.2.5 I/We understand that any misrepresentations may also be subject to criminal investigation or used as a basis for civil action.

10.2.6 In this Certificate “agreement” or “arrangement” includes any transaction private or open, of collusion, formal or informal, and whether or not legally binding.

Disclosure information:....................................................................................................................

Signed:……………..................…...Name :……....………………….Title : …………..........….…......

on behalf of: ………...................…………........……....……Date :……...…….………………………

10.3 Certificate as to canvassing

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10.3.1 I/We hereby certify that I/we have not canvassed or solicited any Officer of the Council in connection with the award of this tender or any other or proposed tender, and that no person employed by me/us or acting on my/our behalf has done any such act.

10.3.2 I/We further hereby undertake that I/we will not in the future canvass or solicit any Officer of the Council in connection with the award of this tender or any other tender or proposed tender, and that no person employed by me/us or acting on my/our behalf will do any such act.

Signed :……………...............……...Name :…….....……………….Title : …………...........….…......

on behalf of : …………...............…...……........……....……Date :……...…….………………………

10.4 Parent body guarantee

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(For information - this will require completion if the Council considers it appropriate).

This GUARANTEE is made this ..............…… day of .................…...……… [month]............ [year]

BETWEEN……………………………………………...................................………...………………….

having its main registered office at.....…….…………..................................…………………..………

…………………………………...................................…….… [enter the address of “the Guarantor”]

and Warrington Borough Council (“the Council”)

WHEREAS :

10.4.1 The Council have agreed to enter into an Agreement with [ ] for the Supply, Installation and Maintenance of a Social Care Case Management System on the basis that the Guarantor shall execute the Guarantee and the Agreement is subject to such alteration and/or additions as may from time to time be agreed by the Council and the Provider;

10.4.2 The Guarantor has agreed that it shall to the extent hereinafter guarantee the due performance by the Provider of its obligations under the Agreement.

NOW THEREFORE:

10.4.3 in consideration of the foregoing it is hereby agreed as follows :

the Guarantor guarantees the punctual true and faithful performance and observance by the Provider of its obligations under or in accordance with the Agreement;

in the event of any breach of the obligation of the Provider under the Agreement then the Guarantor shall be responsible for and hereby guarantees the Council against all losses, damage, costs and expenses which the Council may incur by reason of such breach except that in no event shall the Guarantor suffer a greater liability for loss, damage, costs or expenses in relation to such breach than the Provider under the Agreement, and in addition, or alternatively;

upon being required to do so by the Council by notice in writing, the Guarantor shall at its own expense perform or take whatever steps may be necessary to procure the performance of the obligations of the Provider under the Agreement and shall from the date of such assume jointly and severally with the Provider all the rights and obligations of the Agreement in every way as if the Guarantor were a party thereto, and the performance of the Agreement shall continue as if the Guarantor and the Council had been the original parties to the Agreement.

10.4.4 The Guarantor shall not be discharged or released from this Guarantee by any arrangement made between the Provider and the Council or by any alteration in the

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obligation imposed upon the Provider by the Agreement or by any forbearance whether as to payment, time, performance or otherwise.

10.4.5 In the event of Clause 10.4.3 bullet point 3 above being invoked then any notice, direction or other instruction given formally and in writing by the Council to either party shall be deemed to have been given to both parties and any payment made by the Council whether to the Guarantor or the Provider shall be deemed to be in accordance with the Agreement.

10.4.6 In the event that the Provider passes a resolution or the court makes an order that the Provider be wound up otherwise than for the purpose of bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of the creditor is appointed in respect of the Provider’s business or any part thereof, or the Provider is unable to pay his debts within the meaning of Section 123 of the Insolvency Act 1989, then if so requested by the Council, the Guarantor shall at its own expense perform or take whatever steps may be necessary to procure the performance of the obligations of the Provider under the Agreement and shall from the date of such notice assume jointly and severally with the Provider all the rights and obligations of the Agreement in every way as if the Guarantor where a party to the Agreement.

10.4.7 The Guarantor warrants that this Guarantee shall not be affected by any amalgamation, reconstruction, change of name, change of directorship, status or ownership of the Provider and the Guarantor will perform or take whatever steps may be necessary to procure the performance of the obligations of the Provider under the Agreement.

10.4.8 Before the terms of this Guarantee are brought into effect the Council shall have taken all reasonable steps against the Provider in respect of breach of the Agreement. Where such breach is capable of remedy the Council shall afford the Provider every opportunity and assistance to remedy such breach.

10.4.9 The Guarantee shall be construed and governed in accordance with English Law as interpreted in English Courts.

Signed :……………...............……...Name :…….....……………….Title : …………...........….…......

on behalf of the Guarantor this ….…… day of ..............…..............…… [month] ...........… [year]

in the presence of …………………………...............………………........……..........................………

11 DRAFT AGREEMENT

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AGREEMENT

FOR THE SUPPLY, INSTALLATION AND MAINTENANCE OF A SOCIAL CARE CASE MANAGEMENT SYSTEM

Ref: NWCE-9GBF8U

ARTICLES OF AGREEMENT

This is an Agreement made this …........…… day of ..................………… [month] ............… [year] 21

between:

Warrington Borough Council, Town Hall, Sankey Street, Warrington, WA1 1UH (the “Council”)

and

................................................................................., (the “Provider”), whose registered office is at

..........................................................................................................................................................

NOW IT IS AGREED

That the Provider shall provide the Goods and/or Services in accordance with the terms set out in this Agreement for the Agreement Period;

So long as the Provider provides the Goods and/or Services in accordance with this Agreement and to the satisfaction of Warrington Borough Council, the Council shall make payments to the Provider as provided in the Agreement.

COMMENCEMENT DATE OF AGREEMENT to be inserted

EXPIRY DATE OF AGREEMENT to be inserted

The COMMON SEAL ofWARRINGTON BOROUGH COUNCILWas hereunto affixed in the presenceOf

_____________________________ Authorised Signatory

Executed and delivered as a Deed

by................................................ [Provider]

___________________________ Authorised Signatory

FORM OF AGREEMENT

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This Agreement is made up of the Articles of Agreement and the following scheduled documents:

SCHEDULE 1 - AGREEMENT CONDITIONS

SCHEDULE 2 - METHODS STATEMENTS

SCHEDULE 3 - ACCEPTANCE PROCEDURES

SCHEDULE 4 - STANDARD LICENSING TERMS

SCHEDULE 5 - AGREEMENT PRICE

SCHEDULE 6 - PERFORMANCE FRAMEWORK

SCHEDULE 7 - COMMERCIALLY SENSITIVE INFORMATION

SCHEDULE 1 - AGREEMENT CONDITIONS

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If there are any inconsistencies between the documents forming the Agreement then these Agreement Conditions shall prevail.

1. GENERAL PROVISIONS

1.1 Definitions

In this Agreement unless the context otherwise requires the following provisions shall have the meanings given to them below:-

“Acceptance Procedures” means the procedure of that name as specified at Schedule 3.

“Acceptance Test” means a test to be conducted in accordance with the provisions of Schedule 3 and ‘Acceptance Tests shall be construed accordingly.

“Acceptance Test Criteria” means the test criteria specified in Schedule 3.

“Acceptance Test Period” means the period during which the Acceptance Procedures shall be performed, pursuant to the provisions of Schedule 3.

“Agreement” means the Agreement between the Council and the Provider consisting of the Articles of Agreement, Schedules 1, 2, 3, 4, 5, 6 and 7 of this document, Purchase Order and any other documents (or parts thereof) specified in the Agreement.

"Agreement Period" means the period from the Commencement Date to:-

(a) the date of expiry set out in Clause 1.3 (Initial Agreement Period); or

(b) following an extension pursuant to Clause 6.9 (Extension of Initial Agreement Period), the date of expiry of the extended period; or

(c) such earlier date of termination or partial termination of the Agreement in accordance with the Law or the provisions of the Agreement

"Agreement Price" means the price (exclusive of any applicable VAT), payable to the Provider by the Council under the Agreement for the full and proper performance by the Provider of its obligations under the Agreement

"Approval" and "Approved" means the written consent of the Council.

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"Auditor" means the National Audit Office or an auditor appointed by the Audit Commission as the context requires.

“Bribery Act” means the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning the legislation.

"Commencement Date" means the date set out in the Articles of Agreement.

"Confidential Information" means information:

(a) which has been designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either Party and all personal data and sensitive personal data within the meaning of the DPA; and

(b) the Commercially Sensitive Information, and does not include any information:-

(i) which was public knowledge at the time of disclosure (otherwise than by breach of Clause 5.3 (Confidential Information);

(ii) which was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party;

(iii) which is received from a third party (who lawfully acquired it) without restriction as to its disclosure; or

(iv) is independently developed without access to the Confidential Information.

"Commercially Sensitive Information" means information:

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(a) which is provided by the Provider and designated as Commercially Sensitive Information in Schedule 7, and/or

(b) that constitutes a trade secret

"Default" means any substantial, serious or material breach of the obligations of the relevant Party (including but not limited to fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or negligent statement of the relevant Party or the Staff in connection with or in relation to the subject-matter of the Agreement and in respect of which such Party is liable to the other

"DPA" means the Data Protection Act 1998 and any subordinate legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation

"Environmental Information means the Environmental Information Regulations” Regulations 2004 together with any guidance

and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations

"Equipment" means the Provider's equipment, plant, materials and such other items supplied and used by the Provider in the performance of its obligations under the Agreement

“Expiry Date” means the date set out in the Articles of Agreement

"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation

"Force Majeure" means any event or occurrence which is outside the reasonable control of the Party concerned and which is not attributable to any act or failure to take preventative action by that Party, including fire; flood; violent storm; pestilence;

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explosion; malicious damage; armed conflict; acts of terrorism; nuclear, biological or chemical warfare; or any other disaster, natural or man-made, but excluding:

(a) any industrial action occurring within the Provider's or any sub-contractors organisation; or

(b) the failure by any sub-contractor to perform its obligations under any sub-contract (unless such failure itself is caused by Force Majeure)

"Fraud" means any offence under Laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Agreement or defrauding or attempting to defraud or conspiring to defraud the Council

"Good Industry Practice" means standards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances

"Goods" means the Goods to be supplied as specified in the Agreement, including the Software

"Holding Company" shall have the meaning ascribed in Section 736 of the Companies Act 1985 or any statutory re-enactment or amendment thereto

“Implementation Plan” means the plan specified in Schedule 2 of the Agreement, necessary to implement provision of the Goods and Services.

"Information" has the meaning given under section 84 of the FOIA

"Initial Agreement Period" means the period from the Commencement Date to the date of expiry set out in Clause 1.3 (Initial Agreement Period), or such earlier date of termination or partial termination of the Agreement in accordance with the provisions of the Agreement

"Intellectual Property Rights" and means patents, inventions, trademarks, service

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“IPRs” marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off

"Key Personnel" means any individual identified in the Agreement as being key personnel

"Law" means any applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, regulatory policy, guidance or industry code, judgment of a relevant court of law, or directives or requirements of any Regulatory Body of which the Provider is bound to comply

"Month" means calendar month

"Parent Company" means any company which is the ultimate Holding Company of the Provider or any other company of which the ultimate Holding Company of the Provider is also the ultimate Holding Company and which is either responsible directly or indirectly for the business activities of the Provider or which is engaged by the same or similar business to the Provider.

"Party" or “Parties” means the Provider and/or the Council as thecontext requires

“PQQ” means the pre qualification questionnaire submitted by the Provider to the Council in response to a contract notice

"Pre-Existing IPR" shall mean any Intellectual Property Rights vested in or licensed to the Council or the Provider prior to or independently of the performance by the Council or the Provider of their obligations under the Agreement and in respect of the Council includes, guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models and designs

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"Premises" means the location where the Services are to be provided and/or the Goods are to be supplied, as set out in the Agreement

“Prohibited Act” means:

(a) to directly or indirectly offer, promise or give any person working for or engaged by the Council a financial or other advantage to:

(i) induce that person to perform improperly a relevant function or activity;

(ii) reward that person for improper performance of a relevant function or activity;

(b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement;

(c) committing any offence:

(i) under the Bribery Act;

(ii) under legislation creating offences concerning fraudulent acts;

(iii) at common law concerning fraudulent acts relating to this Agreement or any other agreement with the Council;

(iv) defrauding, attempting to defraud or conspiring to defraud the Council.

"Project Specific IPRs" means:

(a) IPRs provided by the Provider (or by a third party on behalf of the Provider) specifically for the purposes of the Agreement and all updates and amendments of these items and/or

(b) IPRs arising as a result of the provision of the Services by the Provider under the Agreement

"Property" means the property, other than real property, issued or made available to the Provider by the Council in connection with the Agreement

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"Purchase Order" means the order form or document used by the Council to order the Goods and Services to be delivered in accordance with the Agreement by the Provider.

"Quality Standards" means the quality standards published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardisation or other reputable or equivalent body (and their successor bodies), that a skilled and experienced operator in the same type of industry or business sector as the Provider would reasonably and ordinarily be expected to comply with

"Regulatory Bodies" means those government departments and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in the Agreement or any other affairs of the Council

"Replacement Provider" means any third party provider appointed by the Council, to supply any goods/services which are substantially similar to any of the Services or Goods, and which the Council receives in substitution for any of the Goods or Services following the expiry, termination or partial termination of the Agreement

"Request for Information" shall have the meaning set out in the FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term "Request" shall apply)

“Service Credits” means the service credits specified in Schedule 6 which shall be payable to the Council by the Provider in the event that the Service Levels are not met in respect of the Goods and Services

“Service Levels” means the levels of service defined in Schedule 6

“Services” means the Services to be supplied by Staff and as specified in the Agreement

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“Software” means the computer program(s) which in conjunction with the other Goods and the Services meet the requirements of the Agreement

"Staff" means all persons employed by the Provider to perform its obligations under the Agreement together with the Provider's servants, agents, suppliers and sub-contractors used in the performance of its obligations under the Agreement

“Staff Vetting Procedures” means the Council’s procedures and departmental policies for the vetting of personnel whose role will involve the handling of information of a sensitive or confidential nature or the handling of information which is subject to any relevant security measure including but not limited to, the provisions of the Official Secrets Act 1911 to 1989.

“Tender” means the Provider's offer to the Council to provide the Goods and Services submitted in response to an invitation from the Council

"Variation" has the meaning given to it in Clause 6.3 (Variation)

"VAT" means value added tax in accordance with the provisions of the Value Added Tax Act 1994

"Working Day" means any day other than a Saturday or Sunday or public holiday in England and Wales

1.2 INTERPRETATION

The interpretation and construction of the Agreement shall be subject to the followingprovisions:

1.2.1 words imparting the singular meaning include where the context so admits the plural meaning and vice versa;

1.2.2 words imparting the masculine include the feminine and the neuter;

1.2.3 the words "include", "includes" and "including" are to be construed as if they were immediately followed by the words "without limitation";

1.2.4 references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees;

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1.2.5 references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted;

1.2.6 headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement; and

1.2.7 reference to a clause is a reference to the whole of that clause unless stated otherwise.

1.3 Initial Agreement Period

1.3.1 The Agreement shall take effect on the Commencement Date and shall expire automatically on the Expiry Date, unless it is otherwise terminated in accordance with the provisions of the Agreement, or otherwise lawfully terminated, or extended under Clause 6.9 (Extension of Initial Agreement Period).

1.4 Provider's Status

1.4.1 At all times during the Agreement Period the Provider shall be an independent Provider and nothing in the Agreement shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Parties and, accordingly, neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of the Agreement.

1.5 Council's Obligations

1.5.1 Save as otherwise expressly provided, the obligations of the Council under the Agreement are obligations of the Council in its capacity as a contracting counterparty and nothing in the Agreement shall operate as an obligation upon, or in any other way fetter or constrain the Council in any other capacity, nor shall the exercise by the Council of its duties and powers in any other capacity lead to any liability under the Agreement (howsoever arising) on the part of the Council to the Provider. The Council shall pay any undisputed sums incurred which are due prior to any termination.

1.6 Entire Agreement

1.6.1 This Agreement constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels or nullifies any previous agreement between the Parties in relation to such matters.

1.6.2 Each of the Parties acknowledges and agrees that in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in the Agreement. The only remedy available to either Party for any such statements, representation, warranty or understanding shall be for breach of Agreement under the terms of the Agreement.

1.6.3 Nothing in Clause 1.6.1 and Clause 1.6.2 shall operate to exclude Fraud or fraudulentmisrepresentation.

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1.6.4 In the event of and only to the extent of any conflict between the Purchase Order, the clauses of the Agreement and any document referred to in those clauses, the conflictshall be resolved in accordance with the following order of precedence:

(a) the Purchase Order;

(b) the clauses of the Agreement; and

(c) any other document referred to in the clauses of the Agreement.

1.6.5 The Agreement may be executed in counterparts each of which when executed and delivered shall constitute an original, but all counterparts together shall constitute one and the same instrument.

1.7 Notices

1.7.1 Except as otherwise expressly provided within the Agreement, no notice or other communication from one Party to the other shall have any validity under the Agreement unless made in writing by or on behalf of the Party sending the communication.

1.7.2 Any notice or other communication which is to be given by either Party to the other shall be given by letter (sent by hand, post, registered post or by the recorded delivery service), by facsimile transmission or electronic mail. Such letters shall be addressed to the other Party in the manner referred to in Clause 1.7.3. Provided the relevant communication is not returned as undelivered, the notice or communication shall be deemed to have been given two (2) Working Days after the day on which the letter was posted, or four (4) hours, in the case of electronic mail or facsimile transmission or sooner where the other Party acknowledges receipt of such letters, facsimile transmission or item of electronic mail.

1.7.3 For the purposes of Clause 1.7.2, the address of each Party shall be:

(a) for the Council: the address set out in the Purchase Order

(b) for the Provider: the address set out in the Articles of Agreement

1.7.4 Either Party may change its address by serving a notice in accordance with this Clause 1.7.

1.8 Mistakes in Information

Each Party shall be responsible for the accuracy of all drawings, documentation and information supplied by it to the other Party in connection with the supply of the Goods and Services and shall pay to the other any extra costs occasioned by any discrepancies, errors or omissions therein.

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1.9 Conflicts of Interest

1.9.1 The Provider shall take appropriate steps to ensure that neither the Provider nor any Staff are placed in a position where (in the reasonable opinion of the Council), there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Provider or Staff and the duties owed to the Council under the provisions of the Agreement.

1.9.2 The Provider shall promptly notify the Council (and provide full particulars to the Council) if any conflict referred to in Clause 1.9.1 arises or is reasonably foreseeable.

1.9.3 Where a conflict (actual or potential arises) the Parties shall follow the procedures set out at Clause 9 (Disputes and Law) to see if an acceptable resolution can be achieved, Should a resolution not be achieved within the timeframes set out in Clause 9 (Disputes and Law) then the Council reserves the right to terminate the Agreement by giving notice in writing to the Provider and/or to take such other steps it deems necessary where, in the reasonable opinion of the Council, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Provider and the duties owed to the Council under the provisions of the Agreement. The actions of the Council pursuant to this clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Council. In such circumstances, the Agreement shall be deemed to have terminated without cause rather than default or breach.

1.9.4 This Clause shall apply during the Agreement Period and for a period of 2 years after expiry of the Agreement Period.

1.10 Prevention of Fraud

1.10.1 The Provider shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by Staff and the Provider (including its shareholders, members and directors) in connection with the receipt of monies from the Council.

1.10.2 The Provider shall notify the Council immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur.

1.10.3 If the Provider or its Staff commits any Fraud in relation to this Agreement or any other contract with the Council, the Council may:-

(a) terminate the Agreement with immediate effect by giving the Provider notice in writing and recover from the Provider the amount of any loss suffered by the Council resulting from the termination including the cost reasonably incurred by the Council of making other arrangements for the supply of the Goods and Services and any additional expenditure incurred by the Council throughout the remainder of the Agreement Period; and/or

(b) recover in full from the Provider any other loss sustained by the Council in consequence of any breach.

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2. SUPPLY OF GOODS AND/OR SERVICES

2.1 The Goods and Services

2.1.1 The Provider shall supply the Goods and/or Services during the Agreement Period in accordance with the Council's requirements as set out in the Agreement in consideration for the payment of the Agreement Price. The Council may inspect and examine the manner in which the Provider supplies the Goods and/or Services at the Premises during normal business hours on reasonable notice.

2.1.2 The Council shall not unreasonably withhold from the Provider any licences, authorisations, consents permits or permissions required for the supply of the Goods and/or Services;

2.1.3 If the Council informs the Provider in writing that the Council reasonably believes that any part of the Goods and/or Services does not meet the requirements of the Agreement or differs in any way from those requirements, and this is other than as a result of a Default on the part of the Council, the Provider shall at its own expense re-schedule and deliver the Goods and/or Services in accordance with the requirements of the Agreement within such reasonable time as may be specified by the Council.

2.1.4 Subject to the Council providing Approval in accordance with Clause 2.2.2 (Provision and Removal of Equipment), the Provider shall use reasonable endeavours to supply the Goods and/or Services in a timely fashion according to any agreed deadline or as agreed in the Implementation Plan.

2.2 Provision and Removal of Equipment

2.2.1 Unless otherwise stated in the Purchase Order, the Provider shall provide all the Equipment necessary for the supply of the Services.

2.2.2 The Provider shall not deliver any Equipment nor begin any work on the Premises without obtaining the Council's prior Approval.

2.2.3 All Equipment brought onto the Premises shall be at the Provider's own risk and the Council shall have no liability for any loss of or damage to any Equipment unless the Provider is able to demonstrate that such loss or damage was caused or contributed to by the Council's Default. The Provider shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at its sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the property of the Provider.

2.2.4 The Provider shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition.

2.2.5 The Provider shall, at the Council's written request, at its own expense and as soon as reasonably practicable:

(a) remove from the Premises any Equipment which in the reasonable opinion of the Council is either hazardous, noxious or not in accordance with the Agreement;

and

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(b) replace such item with a suitable substitute item of Equipment.

2.2.6 The Provider shall remove any redundant Equipment together with any other materials used by the Provider to supply the Goods and/or Services and shall leave the Premises in a clean, safe and tidy condition. The Provider is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Provider or any Staff.

2.3 Manner of Carrying Out the Service

2.3.1 The Provider shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards' authorisation body. To the extent that the standard of Service has not been specified in the Agreement the Provider shall agree the relevant standard of the Service with the Council prior to the supply of the Service and in any event, the Provider shall perform its obligations under the Agreement in accordance with the Law and Good Industry Practice.

2.3.2 The Provider shall ensure that all Staff supplying the Service shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services.

2.4 Key Personnel

2.4.1 Where the Parties have agreed to the appointment of Key Personnel. The Provider shall and shall procure that any sub-contractor shall obtain the prior Approval of the Council before removing or replacing any Key Personnel during the Agreement Period, and, where possible, at least 3 months' written notice must be provided by the Provider of its intention to replace Key Personnel.

2.4.2 The Council shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the Provider or sub-contractor. The Council may interview the candidates for Key Personnel positions before they are appointed.

2.4.3 The Provider acknowledges that the Key Personnel are essential to the proper provision of the Service to the Council. The Provider shall ensure that the role of any Key Personnel is not vacant for any longer than 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced.

2.4.4 The Council may require the Provider to remove any Key Personnel that the Council reasonably considers in any respect unsatisfactory. The Council shall not be liable for the cost of replacing any Key Personnel.

2.5 Provider's Staff

2.5.1 The Council may, by written notice to the Provider, refuse to admit onto, or withdraw permission to remain on, the Premises:

(a) any member of the Staff; or

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(b) any person employed or engaged by any member of the Staff; whose admission or continued presence would, in the reasonable opinion of the Council, be undesirable.

2.5.2 At the Council's written request, the Provider shall provide a list of the names and addresses of all persons who may require admission in connection with the Agreement to the Premises, specifying the capacities in which they are concerned with the Agreement and giving such other particulars as the Council may reasonably request.

2.5.3 The Provider's Staff, engaged within the boundaries of the Premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Premises.

2.5.4 If the Provider fails to comply with Clause 2.5.2 within 2 Months of the date of the request, the Council may terminate the Agreement, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Council.

2.5.5 The decision of the Council as to whether any person is to be refused access to the Premises and as to whether the Provider has failed to comply with Clause 2.5.2 shall be final and conclusive.

2.5.6 The Provider shall comply with the Staff Vetting Procedures in respect of all Staff employed or engaged by the Provider at the Commencement Date.

2.6 Due Diligence

2.6.1 The Provider acknowledges that it has inspected the relevant operating environment and has advised the Council of any aspect of the operating environment that is not suitable for the provision of the Goods and/or Services and that the specified actions to remedy the unsuitable aspects of the operating environment, together with a timetable for and the costs of those actions, have been specified in the relevant parts of the Agreement.

2.6.2 Where the Provider has not complied with Clause 2.6.1 it shall not be entitled to recover any additional charges or costs from the Council relating to any unsuitable aspects of the operating environment except in respect of any latent structural defect in the Council’s premises.

2.7 Licence to occupy Premises

2.7.1 Any land or Premises made available from time to time to the Provider by the Council in connection with the Agreement shall be made available to the Provider on a non-exclusive licence basis free of charge and shall be used by the Provider solely for the purpose of performing its obligations under the Agreement. The Provider shall have the use of such land or Premises as licensee and shall vacate the same on completion, termination or abandonment of the Agreement.

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2.7.2 The Provider shall limit access to the land or Premises to such Staff as is necessary to enable it to perform its obligations under the Agreement and the Provider shall co-operate (and ensure that its Staff co-operate) with such other persons working concurrently on such land or Premises as the Council may reasonably request.

2.7.3 Should the Provider require modifications to the Premises, such modifications shall be subject to prior Approval and shall be carried out by the Council at the Provider's expense.

2.7.4 The Provider shall (and shall ensure that its Staff shall) observe and comply with such rules and regulations as may be in force at any time for the use of such Premises, and the Provider shall pay for the cost of making good any damage caused by the Provider or its Staff other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein.

2.7.5 The Parties agree that there is no intention on the part of the Council to create a tenancy of any nature whatsoever in favour of the Provider or its Staff and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to the Agreement, the Council retains the right at any time to use any premises owned or occupied by it in any manner it sees fit.

2.8 Property

2.8.1 Where the Council issues Property free of charge to the Provider such Property shall be and remain the property of the Council and the Provider irrevocably licences the Council and its agents to enter upon any premises of the Provider during normal business hours on reasonable notice to recover any such Property. The Provider shall not in any circumstances have a lien or any other interest on the Property and at all times the Provider shall possess the Property as fiduciary agent and bailee of the Council. The Provider shall take all reasonable steps to ensure that the title of the Council to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractor and other appropriate persons and shall, at the Council's request, store the Property separately and ensure that it is clearly identifiable as belonging to the Council.

2.8.2 The Property shall be deemed to be in good condition when received by or on behalf of the Provider unless the Provider notifies the Council otherwise within 5 Working Days of receipt.

2.8.3 The Provider shall maintain the Property in good order and condition (excluding fair wear and tear), and shall use the Property solely in connection with the Agreement and for no other purpose without prior Approval.

2.8.4 The Provider shall ensure the security of all the Property whilst in its possession, either on the Premises or elsewhere during the supply of the Service, in accordance with the Council's reasonable security requirements as required from time to time.

2.8.5 The Provider shall be liable for all loss of, or damage to, the Property, (excluding fair wear and tear), unless such loss or damage was caused by the Council's Default. The Provider shall inform the Council within 2 Working Days of becoming aware of any defects appearing in or losses or damage occurring to the Property.

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2.9 Offers of Employment

2.9.1 For the duration of the Agreement and for a period of 12 Months thereafter neither the Council nor the Provider shall employ or offer employment to any of the other Party's staff who have been associated with the procurement and/or the Agreement without that other Party's prior written consent. This Clause 2.9 shall not apply where a normal bona fide recruitment advertising campaign has been held.

2.10 Supply of the Goods

2.10.1 The Provider shall supply and, where relevant, install the Goods in accordance with the Agreement and in accordance with any obligations implied by Section 12 or 14 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982.

2.10.2 If requested by the Council the Provider shall provide the Council with samples of Goods for evaluation and approval, at the Provider's cost and expense.

2.10.3 The Provider shall ensure that the Goods are fully compatible with any of the Council's equipment, to the extent specified in the Agreement.

2.10.4 The Provider acknowledges that the Council relies on the skill and judgment of the Provider in the supply of the Goods and the performance of its obligations under the Agreement.

2.11 Delivery

2.11.1 The Provider shall deliver the Goods at the time(s) and date(s) specified by the Council.

2.11.2 Where the Goods are delivered by the Provider, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Council, the point of delivery shall be when the Goods are loaded on the Council's vehicle.

2.11.3 Except where otherwise provided in the Agreement, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the Provider's suppliers or carriers at such place as the Council or duly authorised person shall reasonably direct.

2.11.4The Provider shall take reasonable steps to deliver the Goods and Service in accordance with the Implementation Plan and agreed deadline.

2.11.5 The Goods and Services shall be subject to the Acceptance Test procedures set out at Schedule 3.

2.11.6 The Council shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the Council elects not to accept such over-delivered Goods it shall give notice in writing to the Provider to remove them within 5 Working Days and to refund to the Council any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Council may dispose of such Goods and charge the Provider for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Provider unless they are accepted by the Council.

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2.11.7 The Council shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Implementation Plan.

2.11.8 Unless expressly agreed to the contrary, the Council shall not be obliged to accept delivery by instalments. If, however, the Council does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of the Council, entitle the Council to terminate the whole of any unfulfilled part of the Agreement without further liability to the Council.

2.12 Ownership and Risk.

2.12.1 Ownership and risk in the Goods shall, without prejudice to any other rights or remedies of the Council pass to the Council at the time of acceptance of delivery.

2.13 Non-Delivery

2.13.1 Where specified by the Council on dispatch of any consignment of the Goods, the Provider shall send the Council an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. Where the Goods, having been placed in transit, fail to be delivered to the Council on the due date for delivery, the Council shall, (provided that the Council has been advised in writing of the dispatch of the Goods), within 10 Working Days of the notified date of delivery, give notice to the Provider that the Goods have not been delivered and may request the Provider free of charge to deliver substitute Goods within the timescales specified by the Council or terminate the Agreement.

2.14 Inspection, Rejection and Guarantee

2.14.1 The Council or its authorised representatives may inspect or test the Goods either complete or in the process of manufacture during normal business hours on reasonable notice at the Provider's premises and the Provider shall provide all reasonable assistance in relation to any such inspection or test free of charge. No failure to make a complaint at the time of any such inspection or test and no approval given during or after such inspection or test shall constitute a waiver by the Council of any rights or remedies in respect of the Goods and the Council reserves the right to reject the Goods in accordance with Clause 2.14.2.

2.14.2 The Council may by written notice to the Provider reject any of the Goods which fail to conform to the approved sample or fail to meet the Agreement requirements. Such notice shall be given within a reasonable time after delivery to the Council of such Goods. If the Council rejects any of the Goods pursuant to this clause the Council may (without prejudice to other rights and remedies) either:

(a) have such Goods promptly, and in any event within 5 Working Days, either repaired by the Provider or replaced by the Provider with Goods which conform in all respects with the approved sample or with the Agreement and due delivery shall not be deemed to have taken place until such repair or replacement has occurred.

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(b) treat the Agreement as discharged by the Provider's breach and obtain a refund from the Provider in respect of the Goods concerned together with payment of any additional expenditure reasonably incurred by the Council in obtaining other goods in replacement provided that the Council uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement goods.

2.14.3 The issue by the Council of a receipt note for the Goods shall not constitute any acknowledgement of the condition, quantity or nature of those Goods.

2.14.4 The Provider hereby guarantees the Goods for the period from the date of delivery to the date 12 Months thereafter against faulty materials or workmanship. If the Council shall within such guarantee period thereafter give notice in writing to the Provider of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use, the Provider shall (without prejudice to any other rights and remedies which the Council may have) promptly remedy such defects (whether by repair or replacement as the Council shall elect) free of charge.

2.14.5 Any Goods rejected or returned by the Council as described in Clause 2.14.2 shall be returned to the Provider at the Provider's risk and expense.

2.15 Labelling and Packaging

2.15.1 The Goods shall be packed and marked in a proper manner and in accordance with the Council's instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the order number (or other reference number if appropriate) and the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous Goods (and all documents relating thereto) shall bear prominent and adequate warnings.

2.16 Training

2.16.1 The Agreement Price shall include the cost of instruction of the Council's personnel in the use and maintenance of the Goods.

2.17 Performance

2.17.1 In supplying the Goods the Provider shall perform its obligations under the Agreement:

(a) with appropriately experienced, qualified and trained Staff with all due care and attention;

(b) in a timely manner; and

(c) in compliance with applicable Laws, including but not limited to, any obligations implied by Section 12 and 14 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982.

2.17.2 The Provider shall ensure that:

(a) the Goods conform in all respects with the specifications set out in the Agreement or any sample approved by the Council;

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(b) the Goods operate in accordance with the relevant technical specifications and correspond with the requirements set out in the Agreement;

(c) the Goods conform in all respects with all applicable Laws; and

(d) the Goods are free from defects in design and workmanship and are fit for purpose for which such Goods are ordinarily used and for any particular purpose made known to the Provider by the Council.

2.17.3 The Provider shall provide to the Council’s other suppliers as are periodically notified to the Provider such reasonable co-operation, information, advice and assistance in connection with the Agreement so as to enable any such person to create and maintain technical or organisational interfaces with the Goods and/or Services where applicable and on the termination or expiry of this Agreement, to enable the timely transition of the Services to any replacement Provider and generally provide the Council with such assistance as the Council mayreasonably require in respect of the supply of the Goods and/or Services.

2.17.4 In respect of network, communications, computer or other equipment provided by a third party contractor that do or are required to interface with the Goods and Software, the Provider shall have primary management responsibility for incident or problem resolution including:

(a) for ensuring that such requirement does not interfere with the provision of the Goods and/or Services in accordance with this Agreement;

(b) for taking all reasonable steps to ensure that the interface is successfully achieved

2.17.5 The Provider shall ensure that the release of any new Software pertaining to this Agreement including new releases and upgrades to existing Software whether belonging to the Provider, a third party contractor or created for the Council:

(a) shall comply with the interface requirements of the Council;

(b) are notified to the Council 3 months before the release of any new Software or upgrade to existing Software; and

(c) are co-ordinated with the Council to ensure it minimises any disruption to the Services, the ICT environment and the Council’s operations.

3. PAYMENT AND AGREEMENT PRICE

3.1 Agreement Price

3.1.1 In consideration of the Provider's performance of its obligations under the Agreement, the Council shall pay the Agreement Price in accordance with Clause 3.2 (Payment and VAT).

3.1.2 The Council shall, in addition to the Agreement Price and following evidence of a valid VAT invoice, pay the Provider a sum equal to the VAT chargeable on the value of the Goods and Service supplied in accordance with the Agreement.

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3.2 Payment and VAT

3.2.1 The Council shall pay all sums due to the Provider in cleared funds within 30 days of receipt of a valid invoice.

3.2.2 The Provider shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods supplied and/or as applicable the Service provided and that it is supported by any other documentation reasonably required by the Council to substantiate the invoice.

3.2.3 Where the Provider enters into a sub-contract with a supplier for the purpose of performing its obligations under the Agreement, it shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due by the Provider to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice.

3.2.4 The Provider shall add VAT to the Agreement Price at the prevailing rate as applicable.

3.2.5 The Provider shall indemnify the Council on a continuing basis againstany liability, including any interest, penalties or costs incurred which is levied, demanded or assessed on the Council at any time in respect of the Provider's failure to account for or to pay any VAT relating to payments made to the Provider under the Agreement. Any amounts due under this Clause 3.2.5 shall be paid by the Provider to the Council not less than 5 Working Days before the date upon which the tax or other liability is payable by the Council.

3.2.6 The Provider shall not suspend the supply of the Services and/or, Goods (as applicable) unless the Provider is entitled to terminate the Agreement under Clause 8.2 (Termination on Default) for failure to pay undisputed sums of money.

3.3 Recovery of Sums Due

3.3.1 Wherever under the Agreement any sum of money is recoverable from or payable by the Provider (including any sum which the Provider is liable to pay to the Council in respect of any breach of the Agreement), the Council may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Provider under the Agreement or under any other contract with the Council.

3.3.2 Any overpayment by either Party, whether of the Agreement Price or of VAT or otherwise, shall be a sum of money recoverable by the Party who made the overpayment from the Party in receipt of the overpayment.

3.3.3 The Provider shall make any payments due to the Council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Provider has a valid court order requiring an amount equal to such deduction to be paid by the Council to the Provider.

3.3.4 All payments due shall be made within a reasonable time unless otherwise specified in the Agreement, in cleared funds, to such bank or building society account as the recipient Party may from time to time direct.

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3.4 Euro

3.4.1 Any requirement of Law to account for the Goods and/or Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Provider free of charge to the Council.

3.4.2 The Council shall provide all reasonable assistance to facilitate compliance with Clause 3.4.1 by the Provider.

4. STATUTORY OBLIGATIONS AND REGULATIONS

4.1 Prevention of Corruption

4.1.1 The Provider shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council or any other public body or person employed by or on behalf of the Council any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the Agreement or any other contract with the Council or any other public body or person employed by or on behalf of the Council (including its award to the Provider, execution or any rights and obligations contained in it), or for showing or refraining from showing favour or disfavour to any person in relation to any such Agreement. The attention of the Provider is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916.

4.1.2 The Provider warrants that it has not paid commission or agreed to pay commission to the Council or any other public body or any person employed by or on behalf of the Council or any other public body in connection with the Agreement.

4.1.3 If the Provider, its Staff or any person acting on the Provider's behalf, engages in conduct prohibited by Clause 4.1.1 or Clause 4.1.2 the Council may:

(a) terminate the Agreement with immediate effect by giving notice in writing to the Provider and recover from the Provider the amount of any loss suffered by the Council resulting from the termination; and/or

(b) recover in full from the Provider any other loss sustained by the Council in consequence of any breach of those clauses.

4.2 Discrimination

4.2.1 The Provider shall not unlawfully discriminate within the meaning and scope of any law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise).

4.2.2 The Provider shall take all reasonable steps to secure the observance of Clause 4.2.1 by all servants, employees or agents of the Provider and all suppliers and sub-contractors employed in the execution of the Agreement.

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4.2.3 The Provider as employer shall comply with the requirements of the Race Relations Act 1976 and the Race Relations (Amendment) Act 2000, and accordingly, shall not treat one group of people less favourably than others because of their colour, race, culture, religion, gender, nationality, age, marital status, sexual orientation, disability or ethnic origin in relation to decisions to recruit, train or promote employees or the provision of any Services supplied by the Provider or in its obligations under this Agreement.

4.2.4 If any Court or Tribunal, or the Commission for Racial Equality should make any finding that the Provider has unlawfully discriminated against any person then the Provider shall take all necessary steps to prevent the re-occurrence of such unlawful discrimination and the Authorised Officer shall be entitled to require the Provider to provide him with full details of the steps taken.

4.2.5 The Provider's equal opportunities policy shall be set out in any instructions and documentation circulated to those members of Staff concerned with recruitment, training, promotion and the provision of the Service

4.3 The Agreements (Rights of Third Parties) Act 1999

A person who is not a Party to the Agreement has no right under the Agreements (Rights of Third Parties) Act 1999 to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties, but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act and does not apply to the Crown.

4.4 Environmental Requirements

The Provider shall, when working on the Premises, perform its obligations under the Agreement in a manner which conserves energy, water, wood, paper and other resources, reduces waste and phases out the use of ozone depleting substances and minimises the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.

4.5 Health and Safety

4.5.1 The Provider shall promptly notify the Council of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement. The Council shall promptly notify the Provider of any health and safety hazards which may exist or arise at the Premises and which may affect the Provider in the performance of its obligations under the Agreement.

4.5.2 While on the Premises, the Provider shall comply with any health and safety measures implemented by the Council in respect of Staff and other persons working there.

4.5.3 The Provider shall notify the Council immediately in the event of any incident occurring in the performance of its obligations under the Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury.

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4.5.4 The Provider shall comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the supply of the Goods or Services under the Agreement.

4.5.5 The Provider shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc Act 1974) is made available to the Council on request.

5. PROTECTION OF INFORMATION

5.1 Data Protection Act

5.1.1 For the purposes of Clause 5.1, the terms "Data Controller", "Data Processor", “Data Subject”, "Personal Data", "Process" and "Processing" shall have the meanings prescribed under the DPA.

5.1.2 The Provider shall (and shall procure that all of its Staff) comply with any notification requirements under the DPA and both Parties will duly observe all of their obligations under the DPA which arise in connection with the Agreement.

5.1.3 Notwithstanding the general obligation in Clause 5.1.2, where the Provider is Processing Personal Data as a Data Processor for the Council the Provider shall:

(a) Process the Personal Data only in accordance with instructions from the Council as set out in the Agreement;

(b) comply with all applicable Laws;

(c) Process the Personal Data only to the extent, and in such manner as is necessary for the provision of the Provider's obligations under the Framework Agreement;

(d) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might arise from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;

(e) take reasonable steps to ensure the reliability of its employees and agents who may have access to the Personal Data and use all reasonable endeavours to ensure that such persons have sufficient skills and training in the handling of Personal Data;

(f) not cause or permit the Personal Data to be transferred outside the European Economic Area without the prior written consent of the Council;

(g) not disclose the Personal Data to any third parties in any circumstances other than with the written consent of the Council or in compliance with a legal obligation imposed upon the Council; and

(h) co-operate with the Council to enable the Council to comply with any request under Section 7 of the DPA.

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(i) notify the Council within 5 Working Days if it receives:

(1) request from a Data Subject to have access to that person’s Personal Data; or

(2) a complaint or request relating to the Council’s obligations under the DPA.

5.1.4 The provisions of this Clause shall apply during the Agreement Period and indefinitely after its expiry.

5.2 Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989

5.2.1 The Provider shall comply with and shall ensure that its Staff comply with the provisions of:

(a) the Official Secrets Acts 1911 to 1989; and

(b) Section 182 of the Finance Act 1989.

5.2.2 In the event that the Provider or its Staff fail to comply with this Clause, the Council reserves the right to terminate the Agreement by giving notice in writing to the Provider.

5.3 Confidential Information

5.3.1 Except to the extent set out in this clause or where disclosure is expressly permittedelsewhere in this Agreement, each Party shall:

(a) treat the other Party's Confidential Information as confidential and safeguard it accordingly; and

(b) not disclose the other Party's Confidential Information to any other person without the owner's prior written consent.

5.3.2 Clause 5.3.1 shall not apply to the extent that:

(a) such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to Clause 5.4 (Freedom of Information);

(b) such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

(c) such information was obtained from a third party without obligation of confidentiality;

(d) such information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; or

(e) it is independently developed without access to the other party's Confidential Information.

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5.3.3 The Provider may only disclose the Council's Confidential Information to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality.

5.3.4 The Provider shall not, and shall procure that its Staff do not, use any of the Councils Confidential Information received otherwise than for the purposes of this Agreement.

5.3.5 At the written request of the Council, the Provider shall procure that those members of the Staff identified in the Council's notice signs a confidentiality undertaking prior to commencing any work in accordance with this Agreement.

5.3.6 Nothing in this Agreement shall prevent the Council from disclosing the Provider's Confidential Information:

(a) to any consultant or other person engaged by the Council;

(b) for the purpose of the examination and certification of the Council's accounts;

(c) for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Council has used it resources.

5.3.7 Nothing in this Clause 5.3 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other Party's Confidential Information or an infringement of Intellectual Property Rights.

5.3.8 The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Agreement is not Confidential Information.

5.3.9 Notwithstanding any other provision of this Agreement, the Provider hereby consents to the publication of this Agreement in its entirety including from time to time agreed changes to this Agreement subject to the redaction of information that is exempt from disclosure in accordance with the provisions of the FOIA.

5.3.10 In preparing a copy of this Agreement for publication the Council may consult with the Provider to inform its decision making regarding any redactions but the final decision in relation to the redaction of information shall be at the Council’s absolute discretion.

5.3.11 The Provider must assist and co-operate with the Council to enable it to publish this Agreement.

5.3.12 In order to comply with the UK Government’s policy on transparency in the areas of contracts and procurement the Council will be disclosing information on its website in relation to expenditure over £500 Sterling in relation to the Agreement. The information will include the Provider’s name and the Agreement Price paid. The Provider acknowledges that this information is not Confidential Information or commercially sensitive information.

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5.4 Freedom of Information

5.4.1 The Provider acknowledges that the Council is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with the Council to enable the Council to comply with its Information disclosure obligations.

5.4.2 The Provider shall and shall procure that its Staff shall:

(a) transfer to the Council all Requests for Information that it receives as soon as practicable and in any event within 2 Working Days of receiving a Request for Information;

(b) provide the Council with a copy of all Information in its possession within 5 Working Days (or such other period as the Council may specify) of the Council's request; and

(a) provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations.

5.4.3 The Council shall be responsible for determining at its absolute discretion and notwithstanding any other provision in this Agreement or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations.

5.4.4 In no event shall the Provider respond directly to a Request for Information regarding this Agreement unless expressly authorised to do so by the Council.

5.4.5 The Provider acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Provider or the Services in the following circumstances:

(a) where the Council is required to disclose the information by law or pursuant to a lawful authority; or

(b) following consultation with the Provider and having taken their views into account;

5.4.6 The Council shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Provider advanced notice, or failing that, to draw the disclosure to the Provider’s attention after any such disclosure.

5.4.7 The Provider shall ensure that all Information is retained for disclosure and shall permit the Council to inspect such records as requested from time to time.

5.4.8 The Provider acknowledges that the Commercially Sensitive Information listed in Schedule 7 is of indicative value only and that the Council may be obliged to disclose it in accordance with Clause 5.4.5.

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5.5 Publicity, Media and Official Enquiries

5.5.1 The Provider shall not make any press announcements or publicise the Agreement in any way without the Council's prior Approval and shall take reasonable steps to ensure that its servants, agents, employees, sub-contractors, suppliers, professional advisors and consultants comply with this Clause 5.5.

5.5.2 The Council shall be entitled to publicise the Agreement in accordance with any legal obligation upon the Council, including any examination of the Agreement by the Auditor.

5.5.3 The Provider shall not do anything or cause anything to be done, which may damage the reputation of the Council or bring the Council into disrepute.

5.6 Security

5.6.1 The Council shall be responsible for maintaining the security of the Premises in accordance with its standard security requirements. The Provider shall comply with all reasonable security requirements of the Council while on the Premises and shall ensure that all Staff comply with such requirements.

5.6.2 The Council shall provide the Provider upon request copies of its written security procedures and shall afford the Provider upon request an opportunity to inspect its physical security arrangements.

5.7 Intellectual Property Rights

5.7.1 Save as granted elsewhere under the Agreement, neither the Council nor the Provider shall acquire any right, title or interest in the other's Pre-Existing IPR.

5.7.2 The Provider shall not, and shall procure that its Staff shall not, (except when necessary for the performance of the Agreement) without prior Approval, use or disclose any Council Pre- Existing IPR or the Project Specific IPRs to any third party.

5.7.3 All title to and all rights and interest in the Project Specific IPRs shall vest in the Council. The Provider hereby assigns to the Council, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall procure that the first owner of the Project Specific IPRs also does so.

5.7.4 The assignment under Clause 5.7.3 shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate.

5.7.5 The Provider shall waive or procure a waiver of any moral rights in any copyright works assigned to the Council under the Agreement.

5.7.6 If requested to do so by the Council, the Provider shall without charge to the Council execute all documents and do all such further acts as the Council may require to perfect the assignment under Clause 5.7.3 or shall procure that the owner of the Project Specific IPRs does so on the same basis.

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5.7.7 The Council hereby grants to the Provider a non-exclusive, revocable, non-assignable licence to use the Council Pre-Existing IPR and the Project Specific IPRs during the Agreement Period for the sole purpose of enabling the Provider to provide the Goods and/or Services.

5.7.8 Prior to using any third party Intellectual Property Rights, the Provider shall obtain the Approval of the Council. The Provider shall provide the Council with details of any third party licence required by the Provider and/or the Council in order for the Provider to carry out its obligations under the Agreement using the third party Intellectual Property Rights. The Council reserves the right to withhold Approval in the event that it does not agree to the terms of the third party licence or where any additional charges will be incurred.

5.7.9 Where the Provider is granted Approval by the Council to use the third party rights, the Provider shall procure that the owner of third party rights grants to the Council a licence upon the terms informed to the Council when seeking the Approval.

5.7.10 The Provider hereby grants to the Council a licence to use the Provider’s Software on its standard licence terms (set out in Schedule 4).

5.7.11 The Provider hereby grants to the Council a non-exclusive licence to copy technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the Council under this Clause 5.7.

5.7.12 The Provider shall, during and after the Agreement Period, indemnify and keep indemnified and hold the Council harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Council may suffer or incur as a result of any claim that the performance by the Provider of its obligations under the Agreement which infringes or allegedly infringes a third party's Intellectual Property Rights ("Claim") except where the Claim arises from:

(a) items or materials based upon designs supplied by the Council; or

(b) the use of data supplied by the Council which is not required to be verified by the Provider under any provision of the Agreement;

(c) unauthorised modifications made to any deliverables by the Council.

5.7.13 The Council shall notify the Provider in writing of the Claim and the Council shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Provider shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Provider:

(a) shall consult the Council on all substantive issues which arise during the conduct of such litigation and negotiations;

(b) shall take due and proper account of the interests of the Council; and

(c) shall not settle or compromise the Claim without the Council's prior Approval (not to be unreasonably withheld or delayed).

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5.7.14 If a Claim is made in connection with the Agreement or in the reasonable opinion of the Provider is likely to be made, the Provider shall immediately notify the Council and, at its own expense and subject to the Approval of the Council (not to be unreasonably withheld or delayed), use its best endeavours to:

(a) modify the relevant part of the Goods or Services without reducing the performance or functionality of the same, or substitute alternative Goods or Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified Goods or Services or to the substitute Goods or Services; or

(b) procure a licence to use and supply the Goods or Services, which are the subject of the alleged infringement, on terms which are acceptable to the Council, and in the event that the Provider is unable to comply with Clause 5.7.14(a) or Clause 5.7.14(b) within 20 Working Days of receipt of the Provider's notification the Council may terminate the Agreement with immediate effect by notice in writing and the Provider shall, upon demand, refund the Council with all monies paid in respect of the Goods or Services that are subject to the Claim.

5.7.15 In the event that a modification or substitution in accordance with Clause 5.7.14(a) is not possible so as to avoid the infringement, or the Provider has been unable to procure a licence in accordance with Clause 5.7.14(b) the Council shall be entitled to delete the relevant Service from the Agreement.

5.7.16 This Clause 5.7 sets out the entire liability of the Provider with regard to the infringement of any Intellectual Property Rights as a result of the provision of the Goods or Services hereunder. This shall not affect the Provider's liability for other Defaults or causes of action that may arise hereunder.

5.8 Records and Audit Access

5.8.1 The Provider shall keep and maintain until 6 years after the date of termination or expiry (whichever is the earlier) of the Agreement (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Agreement including the Services provided and/or Goods supplied under it.

5.8.2 The Provider shall keep the records and accounts referred to in Clause 5.8.1 in accordance with good accountancy practice.

5.8.3 The Provider shall on request afford the Council, the Council's representatives and/or the Auditor such access to such records and accounts as may be required by the Council from time to time.

5.8.4 The Provider shall provide such records and accounts (together with copies of the Provider's published accounts) during the Agreement Period and for a period of 14 years after the expiry of the Agreement Period to the Council and the Auditor.

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5.8.5 The Council shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Provider or delay the provision of the Services or supply of Goods save insofar as the Provider accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Council.

5.8.6 Subject to the Council's rights with regards to Confidential Information, the Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each audit, including:-

(a) all information requested within the scope of the audit;

(b) reasonable access to sites controlled by the Provider and to Equipment used in the provision of the Services and

(c) access to the Staff.

5.8.7 The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 5.8, unless the audit reveals a material Default by the Provider in which case the Provider shall reimburse the Council for the Council's reasonable costs incurred in relation to the audit.

6. CONTROL OF THE AGREEMENT

6.1 Transfer and Sub-contracting

6.1.1 The Provider shall not assign, novate, sub-contract or in any other way dispose of the Agreement or any part of it without prior Approval. Sub-contracting any part of the Agreement shall not relieve the Provider of any obligation or duty attributable to the Provider under the Agreement.

6.1.2 The Provider shall be responsible for the acts and omissions of its sub-contractor as though they are its own.

6.1.3 Where the Council has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Council, be sent by the Provider to the Council as soon as reasonably practicable.

6.1.4 Subject to Clause 6.1.6, the Council may assign, novate or otherwise dispose of its rights and obligations under the Agreement or any part thereof to:

(a) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Council;

or

(c) any private sector body which substantially performs the functions of the Council, provided that any such assignment, novation or other disposal shall not increase the burden of the Provider's obligations under the Agreement.

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6.1.5 The Council may disclose to any transferee any Confidential Information of the Provider which relates to the performance of the Provider's obligations under the Agreement. In such circumstances the Council shall authorise the transferee to use such Confidential Information only for purposes relating to the performance of the Provider's obligations under the Agreement and for no other purposes and shall take all reasonable steps to ensure that the transferee gives a Confidential Information undertaking in relation to such Confidential Information.

6.1.6 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Agreement.

6.2 Waiver

6.2.1 The failure of either Party to insist upon strict performance of any provision of the Agreement, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Agreement.

6.2.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with Clause 1.7 (Notices).

6.2.3 A waiver of any right or remedy arising from a breach of the Agreement shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Agreement.

6.3 Variation

6.3.1 Subject to the provisions of this Clause 6.3, the Council may request a variation to the Goods or Services ordered provided that such variation does not amount to a material change to the Agreement. Such a change is hereinafter called a "Variation".

6.3.2 The Council may request a Variation by written notice to the Provider giving sufficient information for the Provider to assess the extent of the Variation and any additional cost that may be incurred. The Provider shall respond to a request for a Variation within the time limits specified in the written notice. Such time limits shall be reasonable having regard to the nature of the Variation.

6.3.3 In the event that the Provider is unable to provide the Variation to the Goods or Services or where the Parties are unable to agree a change to the Agreement Price, the Parties may:

(a) agree to continue to perform their obligations under the Agreement without the Variation; or the Council may

(b) terminate the Agreement with immediate effect, except where the Provider has already delivered part or all of the Goods or Services in accordance with the Agreement or where the Provider can show evidence of substantial work being carried out to fulfil the Agreement, the Parties shall attempt to agree upon a resolution to the matter. Where a resolution cannot be reached, the matter shall be dealt with under the Dispute Resolution Procedure detailed at Clause 9.2.

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6.3.4 If the Parties agree the Variation and any variation in the Agreement Price, the Provider shall carry out such Variation and be bound by the same provisions so far as is applicable, as though such Variation was stated in the Agreement.

6.4 Severability

6.4.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid, illegal or unenforceable provision eliminated.

6.4.2 In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Agreement, the Council and the Provider shall immediately commence good faith negotiations to remedy such invalidity.

6.5 Remedies in the event of defective Goods

6.5.1 Without prejudice to any other right or remedy which the Council may have, if any Goods are not supplied in accordance with, or the Provider fails to comply with any of the terms of the Agreement (excluding in any minor or trivial way), the Council shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Council:

(a) to rescind the Agreement;

(b) to reject the Goods (in whole or in part) and return them to the Service Provider at the risk and cost of the Provider on the basis that a full refund for the Goods so returned shall be paid forthwith by the Provider;

(c) at the Council's option, to give the Provider the opportunity at the Provider's expense to either remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Agreement are fulfilled;

(d) to refuse to accept any further deliveries of the Goods but without any liability to the Council;

(e) to carry out at the Provider's expense any work necessary to make the Goods comply with the Agreement; and

(f) to claim such damages as may have been sustained in consequence of the Provider's breach or breaches of the Agreement.

6.6 Remedies in the event of inadequate performance of the Services

6.6.1 The Provider shall provide the Services in accordance with:

(a) the Implementation Plan and any other agreed timetable;

(b) The relevant Service Levels.

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Any failure to meet any Service Levels shall entitle the Council to Service Credits calculated in accordance with Schedule 6.

6.6.2 Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Provider's obligations under the Agreement, then the Council shall take all reasonable steps to investigate the complaint. The Council may, in its sole discretion, uphold the complaint, or take further action in accordance with Clause 8.2 (Termination on Default) of the Agreement.

6.6.3 If the Provider fails to supply any of the Services in accordance with the provisions of the Agreement and such failure is capable of remedy, then the Council shall instruct the Provider to remedy the failure and the Provider shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within 10 Working Days of the Council's instructions or such other period of time as the Council may direct.

6.6.4 In the event that the Provider:

(a) fails to comply with Clause 6.6.3 and the failure is materially adverse to the interests of the Council or prevents the Council from discharging a statutory duty; or

(b) persistently fails to comply with Clause 6.6.3;

the Council may terminate the Agreement with immediate effect by giving the Provider notice in writing.

6.6.5 In the event that the Council is of the reasonable opinion that there has been a material breach of the Agreement by the Provider (to exclude circumstances where termination arises from failure to agree change), then the Council may, without prejudice to its rights under Clause 8.2 (Termination on Default), do any of the following:

(a) without terminating the Agreement, itself supply or procure the supply of all or part of the Services until such time as the Provider shall have demonstrated to the reasonable satisfaction of the Council that the Provider will once more be able to supply all or such part of the Services in accordance with the Agreement;

(b) without terminating the whole of the Agreement, terminate the Agreement in respect of part of the Services only (whereupon a corresponding reduction in the Agreement Price shall be made) and thereafter itself supply or procure a third party to supply such part of the Services;

(c) terminate, in accordance with Clause 8.2 (Termination on Default), the whole of the Agreement; and/or

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(d) charge the Provider for and the Provider shall pay any costs reasonably incurred by the Council (including any reasonable administration costs) in respect of the supply of any part of the Services by the Council or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Provider for such part of the Services. The Council will use its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services.

6.7 Cumulative Remedies

6.7.1 Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

6.8 Monitoring of Agreement Performance

6.8.1 The Provider shall comply with the monitoring arrangements set out in the Schedule 6, but not limited to, providing such data and information as the Service Provider may be required to produce under the Agreement.

6.9 Extension of Initial Agreement Period

6.9.1 Subject to the Provider's satisfactory performance of its obligations under the Agreement during the Initial Agreement Period, the Council may, by giving written notice to the Provider not less than 90 days prior to the last day of the Intitial Agreement Period, extend the Agreement for a further 12 months. The provisions of the Agreement will apply throughout any such extended period.

6.9.2 The Agreement may only be extended via 2 such extensions

or

6.9.1 Subject to the Provider's satisfactory performance of its obligations under the Agreement during the Initial Agreement Period, the Council may, by giving written notice to the Provider not less than 90 days prior to the last day of the Intitial Agreement Period, extend the Agreement for a further 24 months. The provisions of the Agreement will apply throughout any such extended period.

6.9.2 The Agreement may only be extended via 2 such extensions

7. LIABILITIES

7.1 Liability, Indemnity and Insurance

7.1.1 Nothing in the Agreement shall be construed to limit or exclude either Party's liability for:

(a) death or personal injury caused by its negligence or that of its staff;

(b) Fraud or fraudulent misrepresentation by it or that of its staff;

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(c) any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;

(d) any claim under Clause 7.3; or

(e) any claim under the indemnity in Clause 5.7.12.

7.1.2 In respect of any claims of liability arising out of the wilful default of the Provider or its Staff, the Provider will have unlimited liability for all reasonably foreseeable loss suffered by the Council as a result of such act, omission or event giving rise to the claim.

7.1.3 Subject always to the provisions of Clauses 7.1.1 and 7.1.2, the aggregate liability of either the Council or the Provider to each other for each year of this Agreement under or in relation to this Agreement:

(a) for all direct loss of or damage to the tangible property of the other shall in no event exceed one £1 million Sterling ; and

(b) in respect of all other claims, losses or damages, whether arising from breach of contract, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equivalent to one hundred and twenty five percent (125%) of the annual Agreement Price paid or payable to the Provider as calculated at the date of the event giving rise to the claim under consideration (or if such event occurs in the first 12 months of the Agreement Term, the amount estimated to be paid in the first 12 months of the Agreement Term).

7.1.4 Subject to Clause 7.1.1, in no event shall either Party be liable to the other for any:

(a) loss of profits;

(b) loss of business;

(c) loss of revenue;

(d) loss of or damage to goodwill;

(e) loss of savings (whether anticipated or otherwise); and/or

(f) any indirect or consequential loss or damage.

7.1.5 The Council may, amongst other things, recover as a direct loss:

(a) any additional operational and/or administrative expenses arising from the Provider's Default;

(b) any wasted expenditure or charges rendered unnecessary and/or incurred by the Council arising from the Provider's Default; and

(c) the additional cost of procuring replacement services for the remainder of the Agreement Period following termination of the Agreement as a result of a Default by the Provider.

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7.1.6 Nothing in the Agreement shall impose any liability on the Council in respect of any liability incurred by the Provider to any other person, but this shall not be taken to exclude or limit any liability of the Council to the Provider that may arise by virtue of either a breach of the Agreement or by negligence on the part of the Council, or the Council's employees, servants or agents.

7.1.7 The Provider shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Provider, arising out of the Provider's performance of its obligations under the Agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Provider. Such insurance shall be maintained for the duration of the Agreement Period and for a minimum of 6 years following the expiration or earlier termination of the Agreement.

7.1.8 The Provider shall hold employer's liability insurance in respect of Staff in accordance with any legal requirement from time to time in force.

7.1.9 On request of the Council, the Provider shall give the Council copies of all insurance policies referred to in Clause 7.1.7 or a broker's verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies.

7.1.10 If, for whatever reason, the Provider fails to give effect to and maintain the insurances required by the provisions of the Agreement the Council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Provider.

7.1.11 The provisions of any insurance or the amount of cover shall not relieve the Provider of any liabilities under the Agreement. It shall be the responsibility of the Provider to determine the amount of insurance cover that will be adequate to enable the Provider to satisfy any liability.

7.2 Professional Indemnity

7.2.1 The Provider shall effect and maintain a professional indemnity insurance policy during the Agreement Period and shall ensure that all agents, professional consultants and sub-contractors involved in the supply of the Service effect and maintain appropriate professional indemnity insurance during the Agreement Period. To comply with its obligations under this Clause and as a minimum, the Provider shall ensure professional indemnity insurance is held by the Provider and by any agent, sub-contractor or consultant involved in the supply of the Services to a limit of indemnity of not less than 2 million Sterling for each individual claim [or such higher limit as the Council may reasonably require (and as required by law) from time to time]. Such insurance shall be maintained for a minimum of 6 years following the expiration or earlier termination of the Agreement.

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7.3 Taxation, National Insurance and Employment Liability

7.3.1 The Parties acknowledge and agree that the Agreement constitutes a contract for the provision of Goods and/or Services and not a contract of employment. The Provider shall at all times indemnify the Council and keep the Council indemnified in full from and against all claims, proceedings, actions, damages, costs, expenses, liabilities and demands whatsoever and howsoever arising by reason of any circumstances whereby the Council is alleged or determined to have been assumed or imposed with the liability or responsibility for the Staff (or any of them) as an employer of the Staff and/or any liability or responsibility to HM Revenue or Customs as an employer of the Staff whether during the Agreement Period or arising from termination or expiry of the Agreement.

7.4 Warranties and Representations

7.4.1 Each Party warrants and represents that:

(a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Agreement;

(b) the Agreement is executed by a duly authorised representative;

(c) in entering the Agreement it has not committed any Fraud;

7.4.2 The Provider warrants and represents that:-

(a) as at the Commencement Date, all information, statements and representations contained in the Tender and the PQQ for the Goods and/or Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Council prior to execution of the Agreement and it will advise the Council of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;

(b) in performing its obligations under this Agreement all Software used by or on behalf of the Provider will be currently supported versions of that Software and perform in all material respects in accordance with the Agreement;

(c) its owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Agreement and the use of the Goods and/or Services by the Council;

(d) it has taken, and shall continue to take all steps, in accordance with best industry practice, to prevent the:

(i) introduction, creation or propagation of any disruptive element; and

(ii) unauthorised use of and modification for access or into the systems, data, software or Confidential Information (including in electronic form) owned by or under the control of, or used by, the Council;

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(e) it shall take all measures to avoid any and all data loss and data corruption during the provision of the Services in accordance with best industry practice;

(f) it shall take all reasonable measures to avoid the reduced performance (in whole or in part) of the Services;

(g) the Goods and/or Services are and will continue to be during the Agreement Period:

(i) of satisfactory quality;

(ii) in conformance with the relevant specifications set out in this Agreement, the manufacturer’s specifications and documentation;

(iii) free from material programming errors and material defects in design, manufacture or materials throughout the applicable warranty period;

(iv) where Goods are supplied by way of sale and purchase they shall be supplied with full title guarantee;

(v) consistent with any quality and security requirements set out or referred to in this Agreement.

(h) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Agreement;

(i) it is not subject to any contractual obligation, compliance with which is likely to have an adverse affect on its ability to perform its obligations under the Agreement;

(j) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Provider or for its dissolution or for the appointment of a receive administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Provider's assets or revenue;

(k) the Goods and/or Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence;

(l) in the 3 years prior to the Commencement Date:

(i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; and

(ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established;

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(m) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Agreement.

8. DEFAULT, DISRUPTION AND TERMINATION

8.1 Termination on insolvency and change of control

8.1.1 The Council may terminate the Agreement with immediate effect by giving notice in writing where the Provider is a company and in respect of the Provider:

(a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or

(b) a shareholders' meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or

(c) a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or

(d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or

(e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or

(f) it is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or

(g) being a "small company" within the meaning of Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or

(h) any event similar to those listed in Clause 8.1.1(a) - (g) occurs under the law of any other jurisdiction.

8.1.2 The Council may terminate the Agreement with immediate effect by notice in writing where the Provider is an individual and:

(a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Provider's creditors; or

(b) a petition is presented and not dismissed within 14 days or order made for the Provider's bankruptcy; or

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(c) a receiver, or similar officer is appointed over the whole or any part of the Provider's assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or

(d) the Provider is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of Section 268 of the Insolvency Act 1986; or

(e) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Provider's assets and such attachment or process is not discharged within 14 days; or

(f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or

(g) the Provider suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business.

8.1.3 The Provider shall notify the Council immediately if the Provider undergoes a change of control within the meaning of Section 416 of the Income and Corporation Taxes Act 1988 ("Change of Control"). The Council may terminate the Agreement by notice in writing with immediate effect within 6 months of:

(a) being notified that a Change of Control has occurred; or

(b) where no notification has been made, the date that the Council becomes aware of the Change of Control; but shall not be permitted to terminate where an Approval was granted prior to the Change of Control.

8.2 Termination on Default

8.2.1 The Council may terminate the Agreement by giving written notice to the Provider with immediate effect if the Provider commits a Default and if:-

(a) the Provider has not remedied the Default to the satisfaction of the Council within 10 Working Days, or such other period as may be specified by the Council, after issue of a written notice specifying the Default and requesting it to be remedied; or

(b) the Default is not, in the opinion of the Council, capable of remedy; or

(c) the Default is a material breach of the Agreement.

8.2.2 In the event that through any Default of the Provider, data transmitted or processed in connection with the Agreement is either lost or sufficiently degraded as to be unusable, the Provider shall be liable for the cost of reconstitution of that data and shall reimburse the Council in respect of any charge levied for its transmission and any other costs charged in connection with such Default of the Provider.

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8.2.3 If the Council fails to pay the Provider undisputed sums of money when due, the Provider shall notify the Council in writing of such failure to pay. If the Council fails to pay such undisputed sums within 20 Working Days of the date of such written notice, the Provider may terminate the Agreement in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to the Council exercising its rights under Clause 3.3 (Recovery of Sums Due).

8.3 Break

8.3.1 The Council shall have the right to terminate the Agreement at any time by giving 7 months written notice to the Provider.

8.4 Consequences of Expiry or Termination

8.4.1 Subject to the limits set out in Clause 7 (Liabilities), where the Council terminates the Agreement under Clause 8.2 (Termination on Default) and then makes other arrangements for the supply of Goods and/or the Services, the Council may recover from the Provider the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Council throughout the remainder of the Agreement Period. The Council shall take all reasonable steps to mitigate such additional expenditure. Where the Agreement is terminated under Clause 8.2 (Termination on Default), no further payments shall be payable by the Council to the Provider until the Council has established the final cost of making those other arrangements.

8.4.2 Subject to Clause 7 (Liabilities), where the Council terminates the Agreement under Clause 8.3 (Break), the Council shall indemnify the Provider against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Provider by reason of the termination of the Agreement, provided that the Provider takes all reasonable steps to mitigate such loss. Where the Provider holds insurance, the Provider shall reduce its unavoidable costs by any insurance sums available. The Provider shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Provider as a result of termination under Clause 8.3 (Break).

8.4.3 The Council shall not be liable under Clause 8.4.2 to pay any sum which:-

(a) was claimable under insurance held by the Provider, and the Provider has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or

(b) when added to any sums paid or due to the Provider under the Agreement, exceeds the total sum that would have been payable to the Provider if the Agreement had not been terminated prior to the expiry of the Agreement Period.

8.4.4 Save as otherwise expressly provided in the Agreement:-

(a) termination or expiry of the Agreement shall be without prejudice to any rights, remedies or obligations accrued under the Agreement prior to termination or expiration and nothing in the Agreement shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and

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(b) termination of the Agreement shall not affect the continuing rights, remedies or obligations of the Council or the Provider under Clauses 3.2 (Payment and VAT), 3.3 (Recovery of Sums Due), 4.1 (Prevention of Corruption), 5.1 (Data Protection Act), 5.2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 5.3 (Confidential Information), 5.4 (Freedom of Information), 5.7 (Intellectual Property Rights), 5.8 (Records and Audit Access), 6.7 (Cumulative Remedies), 7.1 (Liability, Indemnity and Insurance), 7.2 (Professional Indemnity), 8.4 (Consequences of Expiry or Termination), 8.6 (Recovery upon Termination) and 9.1 (Governing Law and Jurisdiction).

8.5 Disruption

8.5.1 The Provider shall take reasonable care to ensure that in the performance of its obligations under the Agreement it does not disrupt the operations of the Council, its employees or any other provider employed by the Council.

8.5.2 The Provider shall immediately inform the Council of any actual or potential industrial action, whether such action be by their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Agreement.

8.5.3 In the event of industrial action by the Staff, the Provider shall seek the Council's Approval to its proposals for the continuance of the supply of the Goods and/or Services in accordance with its obligations under the Agreement.

8.5.4 If the Provider's proposals referred to in Clause 8.5.3 are considered insufficient or unacceptable by the Council acting reasonably then the Agreement may be terminated with immediate effect by the Council by notice in writing.

8.5.5 If the Provider is temporarily unable to fulfil the requirements of the Agreement owing to disruption of normal business by direction of the Council, an appropriate allowance by way of extension of time will be approved by the Council. In addition, the Council will reimburse any additional expense reasonably incurred by the Provider as a direct result of such disruption.

8.6 Recovery upon Termination

8.6.1 On the termination of the Agreement for any reason, the Provider shall:

(a) immediately return to the Council all Confidential Information, Personal Data and Council’s Pre-Existing IPR’s and the Project Specific IPR’s in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Services;

(b) immediately deliver to the Council all Property (including materials, documents, information and access keys) provided to the Provider under Clause 2.8. Such Property shall be handed back in good working order (allowance shall be made for reasonable wear and tear);

(c) assist and co-operate with the Council to ensure an orderly transition of the provision of the Services to the Replacement Provider and/or the completion of any work in progress.

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(d) promptly provide all information concerning the provision of the Services which may reasonably be requested by the Council for the purposes of adequately understanding the manner in which the Services have been provided or for the purpose of allowing the Council or the Replacement Provider to conduct due diligence.

8.6.2 If the Provider fails to comply with Clause 8.6.1(a) and Clause 8.6.1(b), the Council may recover possession thereof and the Provider grants a licence to the Council or its appointed agents to enter (for the purposes of such recovery) any premises of the Provider or its permitted suppliers or sub-contractors where any such items may be held.

8.6.3 Where the end of the Agreement Period arises due to the Provider’s Default, the Provider shall provide all assistance under Clause 8.6.1(c) and Clause 8.6.1(d) free of charge. Otherwise, the Council shall pay the Provider’s reasonable costs of providing the assistance and the Provider shall take all reasonable steps to mitigate such costs.

8.6.4 At the end of the Agreement Period (howsoever arising) the licence granted pursuant to Clause 5.7.7 shall automatically terminate without the need to serve notice.

8.7 Force Majeure

8.7.1 Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Agreement (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Agreement for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Agreement for a period in excess of 6 Months, either Party may terminate the Agreement with immediate effect by notice in writing.

8.7.2 Any failure or delay by the Provider in performing its obligations under the Agreement which results from any failure or delay by an agent, sub contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub contractor or supplier is itself impeded by Force Majeure from complying with an obligation under the Agreement.

8.7.3 If either Party becomes aware of a Force Majeure event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in Clause 8.7.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue.

9. DISPUTES AND LAW

9.1 Governing Law and Jurisdiction

The Agreement shall be governed by and interpreted in accordance with English law and the Parties submit to the exclusive jurisdiction of the English courts and agree that the Agreement is to be governed exclusively by and construed under English law.

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9.2 Dispute Resolution

9.2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Director (or equivalent) of each Party.

9.2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

9.2.3 If the dispute cannot be resolved by the Parties pursuant to Clause 9.2.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause 9.2.5 unless:

(a) the Council considers that the dispute is not suitable for resolution by mediation;

or

(b) the Provider does not agree to mediation.

9.2.4 The obligations of the Parties under the Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation (or arbitration) and the Provider and its Staff shall comply fully with the requirements of the Agreement at all times.

9.2.5 The procedure for mediation and consequential provisions relating to mediation are as follows:

(a) A neutral adviser or mediator ("the Mediator") shall be chosen by agreement between the Parties;

(b) The Parties shall within 10 Working Days of the appointment of the Mediator meet

with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held.

(c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings;

(d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives;

(e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both Parties; and

(f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts.

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10. TUPE

10.1 The Council and the Provider agree that the commencement of the provision of the Services by the Provider under this Agreement will not be a "relevant transfer" to which TUPE will apply in relation to any employees of the Council. In the circumstances, the Council and the Provider agree that no employees of the Council will transfer to the Provider by virtue of the operation of TUPE or the Acquired Rights Directive.

10.2 If any employee of the Council claims or it is determined that his contract of employment has been transferred from the Council to the Provider pursuant to TUPE or the Acquired Rights Directive then:

10.2.1 The Provider will, within 7 Days of becoming aware of that fact, give notice in writing to the Council.

10.2.2 The Council may offer employment to such person within 21 Days of the notification by the Provider or take such other steps as it considers appropriate to deal with the matter.

10.2.3 If such offer is accepted (or if the situation has otherwise been resolved by the Council), the Provider shall immediately release the person from his employment.

10.2.4 If after the 21 Day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the Provider may within 7 Days give notice to terminate the employment of such person.

10.2.5 Subject to Clause 10.3 and subject to the Provider acting in this way or in such other way as may be agreed between the Council and the Provider, the Council will indemnify the Provider against all employee liabilities arising out of such termination.

10.2.6 If such person is neither re-employed by the Council nor dismissed by the Provider within the time scales set out in this Clause 10.2 such person will be treated as having transferred to the Provider by virtue of the operation of TUPE and the Provider shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law.

10.3 The indemnity in Clause 10.2.5 shall only apply where the notification referred to in Clause 10.2.1 is made by the Provider to the Council within 6 months of the Commencement Date.

11. LOCAL GOVERNMENT OMBUDSMAN

11.1 In the event of a complaint being made to the Local Government Ombudsman (“the Ombudsman”) concerning the Provider’s actions, omissions or defaults in performing its obligations under the Agreement, the Provider should be aware that it may become subject to investigation by the Ombudsman. In such circumstances the Provider will be required to co-operate in any such investigation, and produce any information or explanation, either in writing or by the attendance for interview by the Ombudsman of any person within the Provider’s control or produce any document within its control as may reasonably be requested.

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11.2 Should a finding of maladministration and injustice, as a result of fault by the Provider be made by the Ombudsman, the Council shall be entitled to deduct from sums due to the Provider any payment made by the Council to a complainant arising from such findings. The Council shall also be entitled to deduct from sums due to the Provider any payment to a complainant under the terms of an early settlement of a complaint made to the Ombudsman without any formal investigation and report by him.

12 PROHIBITED ACT

12.1 The Provider :

12.1.1 shall not, and shall procure that its Staff shall not, in connection with this Agreement commit a Prohibited Act;

12.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement.

12.2 The Provider shall:

12.2.1 if requested, provide the Council with any reasonable assistance, at the Council’s reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act;

12.2.2 within 5 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Provider) compliance with this Clause 12 by the Provider and all persons associated with it or other persons who are supplying supplies or services in connection with this Agreement. The Provider shall provide such supporting evidence of compliance as the Council may reasonably request.

12.3 The Provider shall have an anti-bribery policy (which shall be disclosed to the Council on request) to prevent any Staff from committing a Prohibited Act and shall enforce it where appropriate.

12.4 If any breach of this Clause 12 is suspected or known, the Provider must notify the Council immediately.

12.5 If the Provider notifies the Council that it suspects or knows that there may be a breach of this Clause 12, the Provider must respond promptly to the Council’s enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for 6 years following the expiry or termination of this Agreement.

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12.6 The Council may terminate this Agreement by written notice with immediate effect if the Provider or its Staff (in all cases whether or not acting with the Provider's knowledge) breaches this Clause 12. In determining whether to exercise the right of termination under this Clause 12, the Council shall give all due consideration, where appropriate, to actions other than termination of this Agreement unless the Prohibited Act is committed by the Provider or a senior officer of the Provider or by Staff not acting independently of the Provider. The expression "not acting independently of" (when used in relation to the Provider or its Staff) means and shall be construed as acting:

12.6.1 with the authority, or with the actual knowledge of any one or more of the directors of the Provider; or

12.6.2 in circumstances where any one or more of the directors of the Provider ought reasonably to have had knowledge.

12.7 Any notice of Agreement termination under this clause 12 must specify:

12.7.1 the nature of the Prohibited Act;

12.7.2 the identity of the Party whom the Council believes has committed the Prohibited Act;

12.7.3 the date on which this Agreement will terminate.

12.8 Despite clause 9.2 (Dispute resolution), any dispute relating to:

12.8.1 the interpretation of this clause 12; or

12.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive.

12.9 Any Agreement termination under this clause 12 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

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SCHEDULE 2 - METHODS STATEMENTS

1.1 The Goods and Services will be delivered in accordance with the Agreement and the following methods statements:

1.1.1 Case management

Successful Tenderer - method statement to be inserted.

1.1.2 Finance, contracts and financial integration


1.1.3 Report creation and publishing


1.1.4 Document management


1.1.5 System administration


1.1.6 System integration


1.1.7 Innovation and future proofing


1.1.8 Implementation plan


1.1.9 Mobile working and remote access


1.1.10 Support, maintenance and development


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SCHEDULE 3 - ACCEPTANCE PROCEDURES

1. INTRODUCTION

1.1. This Schedule specifies the Acceptance Procedures and the Acceptance Test Criteria to be used in the acceptance of the Goods and/or Services.

2. ACCEPTANCE PROCEDURES

2.1. The Provider shall, during the Acceptance Test Period, make available the Goods and or Services to the Council (including any products supplied by the Provider necessary to enable the provision of those Goods and or Services) for the Acceptance Procedures to be performed.

2.2. The Council will conduct Acceptance Tests on the Goods and/or Services to test whether they meet the requirements specified in this Schedule 3.

2.3. The Council will perform the Acceptance Procedures in respect of each of the Goods and/or Services (including any applicable delivery milestones stated within the Implementation Plan of this Agreement).

2.4. The Acceptance Procedures shall be recorded as successful and the Provider notified accordingly where all the Acceptance Test Criteria are met.

2.5. The Acceptance Procedures shall be recorded as unsuccessful and the Provider notified accordingly where any of the Acceptance Test Criteria are not met.

2.6. In the event that the Acceptance Procedures in respect of each of the Goods and/or Services or any part thereof, have not been recorded as successful pursuant to Clause 2.4 by the end of the relevant Acceptance Test Period, the Council will extend the Acceptance Test Period by a period of 10 Working Days (or such other period as the Parties may agree) during which the Provider shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed.

2.7. In the event that after the Council has extended the Acceptance Test Period pursuant to Clause 2.6 of this Schedule 3, the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the Council shall, without prejudice to its other rights and remedies, be entitled to:

2.7.1. extend the Acceptance Test Period for a further period (or periods) specified by the Council during which the Provider shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or

2.7.2. reject the Goods and/or Services, terminate this Agreement and receive a full refund of all sums paid under this Agreement.

2.8. If the Council fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of the Council, the Acceptance Test Period will be extended by amount equal to the period which the Council has delayed the Acceptance Test.

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2.9. The Acceptance Procedures set out in Clause 3 of this Schedule shall apply to each of the phases of testing set out in Clause 3 of this Schedule (unless stated otherwise in paragraph 3).

2.10. The right to reject and terminate in Clause 2.7.2 of this Schedule 3 shall apply to each of the Goods and/or Services so that the Council can reject and terminate parts of the Goods and/or Services rather than them in their entirety if it so wishes. If the Council only terminates the rejected part of the Goods and/or Services the refund referred to in Clause 2.7.2 of this Schedule 3 shall be in respect of that part of the Goods and/or Services so rejected.

2.11. The Provider shall provide such assistance as the Council requires in relation to the conducting of the Acceptance Tests.

2.12. The Council reserves the right to re-test any element which initially failed the Acceptance Tests conducted in the previous testing phase (as further described in paragraph 3 of this Schedule) even if such element subsequently passed the Acceptance Test and was signed off by the Council. In the event of such re-test, the Council shall have all rights and remedies set out in the Agreement.

3. ACCEPTANCE TEST CRITERIA

3.1 Implementation Acceptance Tests will be based upon a pre-determined set of criteria that are designed to ensure that the progress anticipated has been achieved to an acceptable level of quality.

3.2. The parties shall jointly discuss and agree the final detail of the Implementation Acceptance Tests according to the agreed joint project plan. The Provider shall incorporate any requirements reasonably requested by the Council.

3.3. Acceptance Tests are likely to include but not be limited to:

3.3.1 Technical functionality3.3.2 Data migration3.3.3 Financial integration functionality3.3.4 Report functionality3.3.5 Document retrieval and storage3.3.6 System Configuration3.3.7 User acceptance3.3.8 Training

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SCHEDULE 4 - STANDARD LICENSING TERMS

Successful Tenderer licencing terms to be inserted.

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SCHEDULE 5 - AGREEMENT PRICE

Please complete the table/s below - insert the price of your proposed solution against the following headings.

Please describe the Goods and/or Services included within the price.

Internal Council solution - 5 year Initial Agreement Period plus 2, 12 month extensions:

Description £ Year 1

£ Year 2

£ Year 3

£ Year 4

£ Year 5

*£ Year 6

*£ Year 7

Software

Financial integration

Project management

Data migration

Training

Configuration

Maintenance / support

Optional elements

Other

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Hosted solution - 5 year Initial Agreement Period plus 2, 12 month extensions:


£ Year 2

£ Year 3

£ Year 4

£ Year 5

*£ Year 6

*£ Year 7

Software 0 0 0 0


Project management

Data migration

Training

Configuration


Optional elements

Other

Note: * these prices will apply should the Initial Agreement Period be extended76

Internal Council solution - 3 year Initial Agreement Period plus 2, 24 month extensions:


£ Year 2

£ Year 3

*£ Year 4

*£ Year 5

*£ Year 6

*£ Year 7

Software


Project management

Data migration

Training

Configuration


Optional elements

Other

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Hosted solution - 5 year Initial Agreement Period plus 2, 24 month extensions:


£ Year 2

£ Year 3

*£ Year 4

*£ Year 5

*£ Year 6

*£ Year 7

Software


Project management

Data migration

Training

Configuration


Optional elements

Other

Note: * these prices will apply should the Initial Agreement Period be extended78

SCHEDULE 6 - PERFORMANCE FRAMEWORK

Information from successful Tenderers method statement 9 (b) bullet point 3 to be inserted

1 SERVICE LEVELS


2 SERVICE CREDITS


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SCHEDULE 7 - COMMERCIALLY SENSITIVE INFORMATION

Successful Tenderer Commercially Sensitive Information to be inserted.

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prequalification questionnaire€¦ · web viewinvitation to tender. for the supply, installation...

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