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ITT for Services – V16 – September 2017

Issue Date: (Date)

Closing Date :( Time / Date)

Charnwood Borough CouncilSouthfield Road

Loughborough Leicestershire

LE11 2TNTel: ………………………

E-Mail: [Insert departmental email address]

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Invitation to Tender (ITT) for the service provision of

[Identification of requirement]

Ref [XXX]


1 Preamble

2 Conditions of Tender

3 Conditions of Contract

4 Specification

5 Business Section Questionnaire

6 Legal Obligations

7 Pricing Schedule

8 Supporting Information

9 Payment Details

10 Declaration

11 Collusive tendering Certificate

12 Form of Tender

13 Contract Conditions Acceptance

14 Articles of Agreement

15 Supplier Contact Information

Note to supplier - All pages, as issued must be returned within your Tender submission. Please do not to remove any pages from this tender document as all pages are required to form the final contract.

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CONTENTS


GENERAL REQUIREMENTS

Tenders are invited for the supply of [identification of requirement].

The Council’s detailed requirements are defined in the Specification.

BACKGROUND TO THE BUSINESS REQUIREMENT

Section 2 should be completed by the Service Manager leading on the contract and should provide a general overview of the contract requirements

SUBMISSION OF TENDER

Tenders should be received by post no later than [time and date], with any queries, submitted via email to [insert departmental e-mail address] by no later than [insert date & time] NB leave sufficient time to allow the Council to respond, no less than six days before the tender return date.

[Name] [Tel]

[Job title] [Departmental Email]

[Address]

In addition to two paper copies of the tender documentation you should include an electronic version (Memory Stick), based in Microsoft Word or Excel, within your tender return envelope. The Supplier’s attention is specifically drawn to the date and time for receipt of tenders and no submission submitted after the closing date will be considered.

You may seek clarification on any of the points contained in the Tender documents, by contacting the named person via e-mail; The Officer responsible for this procurement is [name]. Any queries must be raised via email to [insert departmental email address] by no later than [insert date & time] NB leave sufficient time to allow the Council to respond, no less than six days before the tender return date].

When returning your Tender please ensure that:

all documentation is properly completed and enclosed with your Tender. the deadline by which the Tender must be returned is complied with.

No Tender will be considered which is late or incomplete - for whatever reason.

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1 - PREAMBLE


N.B. Tenders, cannot be opened until after the deadline has expired, therefore there is no disadvantage in returning a Tender response before the deadline.

All Suppliers shall keep their respective Tender valid and open for acceptance by the Council until the expiry of 90 calendar days from the deadline for the receipt of Tenders.

PROCUREMENT TIMETABLE

This procurement is intended to follow the time-line below:

Stage Date(s)and time(s)Issue of Invitation to Tender [Insert date]Last date for Clarification questions [Insert date and time]Response to Clarification questions [Insert date]Submission of Tenders [Insert date and time]Evaluation of Tenders [Insert date]Tenderer interviews/clarification meetings (Delete this step from Timetable if meetings will not form part of the evaluation process)

[Insert date]

Notification of result of evaluation [Insert date]Standstill period [Insert date- Insert

date] (Buyer - standstill period

must be for a minimum of 10

days)

Expected date of award of Contract(s) [Insert date]Contract commencement [Insert date]

Please note the Council(s) reserves the right to amend this timetable and steps following the Submission of tender are provided for indicative purposes only.

SUPPLIER CHECKLIST

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Suppliers should ensure that they have completed the following sections before returning their Tender responses:

SECTION HEADING COMPLETED?

Business Section Questionnaire Legal Obligations Pricing Schedule Supporting Information (Parts A,B,C,D & E (& F (if applicable to contract) )

Payment Details Declaration Contract Conditions Acceptance Collusive tendering Certificate Articles of Agreement Form of Tender Supplier’s Contact Information

It is important that all sections are completed as failure to do so may result in your Tender not being considered.

Suppliers who do not wish to offer a Tender following receipt of this opportunity are requested to advise the Council’s named contact of this as soon as possible.

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Note to supplier - All pages, as issued must be returned within your Tender submission. Please do not to remove any pages from this tender document as all pages are required to form the final contract. Contents

1 BACKGROUND2 TENDER SUBMISSION REQUIREMENTS3 CONTRACT DOCUMENTS4 TENDER EVALUATION5 AWARD CRITERIA AND INFORMATION NEEDED6 CLARIFICATION MEETINGS, SITE VISITS AND INTERVIEWS7 FREEDOM OF INFORMATION ACT AND ENVIRONMENTAL

INFORMATION STATEMENT

Important notice

The Council have issued this Invitation to Tender (ITT) to interested Tenderers, to allow them and their professional advisers to prepare a Tender for this Contract and for no other purpose.

The Council give this ITT and any other documentation that the Council send to Tenderers for this Tender process, on the basis that they remain the Council’s property and Tenderers must treat the contents as confidential. If Tenderers are unable or unwilling to keep to this rule they:

must destroy this ITT and all associated documents at once; and

must not keep any electronic or paper copies.

Tenderers must not take part in any publicity activities with any part of the media about the Contract or this ITT process without getting the Council’s written agreement first. This includes the Council’s agreement on the format and content of any publicity.

This ITT is made available in good faith. The Council give no warranty as to the accuracy or completeness of the information contained in it. The Council also disclaim any liability for any inaccuracy or incompleteness. The Council reserve the right to cancel the Tender process at any point. The Council are not liable for any costs resulting from any cancellation of this Tender process or for any other costs that Tenderers may incur by Tendering for this Contract.

Tenderers will be deemed to fully understand the processes that the Council must follow under relevant European and UK legislation, particularly The Public Contracts Regulations 2015.

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2 Conditions of Tender


1 Background1

1.1. Further details of our needs under the Contract and other relevant information are given in the Specification.

1.2. If Tenderers have any questions or need any clarification, please contact the Procuring Officer.

1.3. The Officer responsible for this procurement is [name/departmental email address]. Any queries must be raised via email by no later than [insert date NB leave sufficient time to allow the Council to respond, no less than six business days before the tender return date].

1.4. Other than the person or people identified above, no Council employee or member of the Council has the authority to give any information or make any representation (express or implied) about this ITT or any other matter about the Contract.

1.5. Please note that our responses to any queries or clarification requests may, at the Council’s discretion, be circulated to all Tenderers.

1.6. The Council reserve the right to issue extra documentation at any time during the Tendering process to clarify any issue or amend any aspect of the ITT. Any extra documentation that the Council may issue will form part of the ITT. Also, it will add to and/or supersede any part of the ITT to the extent indicated.

1.7. Tenderers must obtain at their own expense all the information that they need for the preparation of their Tender.

1.8. Under the Contract Tenderers must keep to the Council’s policies. Tenderers are advised to satisfy themselves that they understand all of the rules of the Contract before submitting their Tender.

1.9 The Tender must be received in line with the relevant instructions no later than the time and date shown

2. Tender submission requirements2

2.1.Tenders must be written in the English language.

2.2.The Form of Tender must be duly completed and submitted with the Pricing Schedule, Supporting Information, (if required) and annexes duly completed to:

Charnwood Borough CouncilSouthfield Road

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LoughboroughLeicestershireLE11 2TN

by no later than noon on [date]

The envelope or package should bear the following words in the top left hand corner:

Tender for [identification of requirement]

or use the label we include with the documents.

When returning the tender please ensure that:

The envelope bears no name or mark indicating the identity of the sender this includes for example franked mail, Post office labels, courier labels or a signature across the seal of the envelope

2.3. Tenders must give responses referring back to the numbering format as set out in section 8 of this ITT.

2.4. Only one Tender is allowed from each Tenderer. If a Tenderer submits more than one Tender; the Council will evaluate the one with the latest time of submission and disregard the other(s).

2.5. The Tender (including price) should remain valid for a minimum period of 90 days.

2.6. The Tender must not be qualified in any way.

2.7. Any signatures must be made by a person who is authorised to commit the Tenderer to the Contract.

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stampTender for [identification of requirement] Return Date and Time

The Contract Compliance OfficerCharnwood Borough CouncilSouthfield RoadLoughboroughLeicestershireLE11 2TN


2.8. Your full registered business name and main office address must be given on all documents.

3 Contract documents3

3.1 Any resulting Contract will consist of:

the Contract Particulars in the form enclosed (to be filled in with relevant project-specific details following award) but not changed in other respects;

the Standard Terms and Conditions;

the successful Tender.

The Contract will be subject to English law and the exclusive jurisdiction of the English courts.

3.2 The Council are bound by procurement rules and cannot enter into any negotiations on the Tender or Contract.

3.3 Any contract award will be conditional on the Contract being approved under the Council’s internal procedures and the Council being generally able to proceed. The Council will allow the statutory standstill period of a minimum of 10 calendar days to elapse before sending confirmation of contract award to the successful Tenderer.

4 Tender evaluation

4.1 The Council are not bound to accept the lowest or any Tender. The Council also reserve the right to accept the whole or any part of any Tender submitted.

4.2 The Council will check each Tender initially to make sure it has kept to the rules of the ITT.

4.3 The Council will evaluate Tenders against the award criteria set out below.

4.4 The Council reserve the right to seek clarification from any of all of the Tenderers during the evaluation period. This may be in writing or by means of a clarification meeting. This is to help the Council to consider the Tenders.

4.5 The Council may decide to interview Tenderers or hold clarification meetings to help in our Tendering process. The Council will notify Tenderers of this in due course.

4.6 The Council will evaluate Tenders to decide the most economically advantageous tender taking into consideration the following award criteria.

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5 Award criteria and Information needed

As part of the tender submission we are seeking written submissions on how the individual elements of this tender contract will be delivered and as well as a pricing submission. The overall tender will be evaluated against the written response (quality) based on experience, and general approach as well as the tender sum (price). We intend scoring each submission on a [insert criteria…i.e. 50/50] basis with [insert figure %] of the available scores being awarded for the quality answers and [insert figure %] awarded for price

PRICEThe [insert figure %] for price will be allocated on the basis of [insert figure] points going to the lowest tender price with each other tender receiving a reduction in the [insert figure] points in relation to how close their tender was (a tender 10 % higher will receive 10% or [insert figure] points less – so [insert figure] not [insert figure]

QUALITY The quality elements will be scored by a panel and will receive a maximum of [insert figure] marks, it may be possible that all responses are judged equal and receive the same score therefore leaving price as the deciding factor, however it may be that the lowest tender is not the chosen tender if the quality questions are judged to be variable in answers. The [insert figure] for Quality will be allocated on the basis of [insert figure] points going to the highest scoring tender with each other tender receiving a reduction in the [insert figure] points in relation to how close their tender was (a tender with a quality score of 10 % lower will receive 10% or [insert figure] points less – so [insert figure] not [insert figure]

The following quality questions will form part of your tender submission and count for a total of [insert figure] quality marks available. The table below provides a summary of how marks are broken down across these areas:

Insert question title Insert %Insert questions title Insert %Insert questions title Insert %Insert questions title Insert %Insert questions title Insert %Insert questions title Insert %Insert questions title Insert %

The quality element of supplier’s Tenders will be scored using the following scale of awarding marks between 1 and 10:

0-3 Completely unsatisfactory response – limited or no relevant information. Respondent would have serious difficulty delivering the required standard.

4 Fair response – Respondent would only meet some of the requirements

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of the contract some of the time.5-6 Acceptable response – Respondent would be likely to meet basic

contract standards but further work required to ensure standards are met consistently.

7-8 Good response – clearly indicating Respondent has fully understood and can apply and deliver all the required contract standards.

9-10 Excellent response - clearly indicating Respondent has fully understood and can apply and deliver all the required contract standards and includes robust and deliverable proposals to provide additional benefit to the Council.

If a score of 3 or less is given for any method statement the bid will be deemed to be non-compliant, will fail the tendering evaluation and will not be considered further. For any tenders so excluded, that tenderer’s price shall be excluded from the ‘price’ evaluation.

5.1 Pricing

5.1.1 Tenderers must fill in the Pricing Schedule set out in Section 7 to provide all of the obligations under the Contract. Tenderers can add any extra or alternative pricing proposals to the end of the Pricing Schedule with reasons for including these.

5.1.2 All prices shall be stated in pounds sterling and exclusive of VAT.

5.1.3 Tenderers must also show all other costs that will be associated with the Contract for example rates or expenses. The Council will not consider claims for extra payment for items that have not been specified.

5.1.4 Abnormally low tenders

If, for a given contract, tenders appear to be abnormally low in relation to the goods, works or services, the council shall, before it may reject those tenders, investigate the elements of the tender which it considers to be unsustainable. If the council’s investigations determine the bid to be unsustainable, the council may reject the tender from the process.

Corporate requirements

Legally the Council have to make sure that it keeps to a number of corporate considerations when providing its services. The Council is delivering its services when a contractor is delivering services on the behalf of the Council. Therefore, the Council need to make sure that any contractor that is working for it carries out these legal requirements. The Council are looking for a commitment within Tenders to help it in the following duties. The Council does not consider that these requirements will be onerous and so pricing should not be affected in keeping to any of these

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obligations. However, if Tenderers believe there is a pricing impact, they should clearly identify this in the Pricing Schedule.

5.2 Equality and diversity

5.2.1 The Council are committed to: Providing its services in a way that promotes equality of opportunity at every possibility. The Council expect the successful Tenderer to be equally committed to equality and diversity in its employment practices and service provision. The Council also expect that they will keep to all anti-discrimination legislation.

5.2.2 Expectation of the Tenderer

Tenderers should note that the Council will ask the successful Tenderer to contract with the Council to make sure that they keep to these obligations. The Council will monitor the performance obligations this throughout the Contract Period.

5.2.3 Keeping to equality legislation

The Council need service providers to demonstrate that they keep to equality rules in employment legislation. The levels of compliance become more demanding depending on the number of employees employed by the organisation. Organisations employing less than five employees face minimum requirements, whilst organisations employing 50 or more employees need to meet more comprehensive criteria. The Council may work with contractors during the Contract Period, to make sure they keep to the rules of equality legislation relating to employment.

Level 1 (less than five employees)

Organisations with less than five directly employed people will be expected to meet the suitable level of compliance for the delivery of the Contract. If recruitment increases the size of the organisation to five or more employees, the organisation will be expected to meet the appropriate level of compliance.

Level 2 (5 to 49 employees)

All organisations with between 5 and 49 employees must achieve criteria 1 – 4 listed below.

1 All organisations must have an equality policy for race, gender, disability, age, sexual orientation and religion or belief that covers at least:

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a) recruitment, selection, training, promotion, discipline, grievance and dismissal;

b) discrimination, harassment, and victimisation, making it clear that these are disciplinary offences within the firm;

c) identification of the senior position with responsibility for the policy and its effective implementation; and

(d) how Tenderers communicate the policy to your employees.

2 Effective implementation of the policy in the organisation’s recruitment practices, to include open recruitment methods such as the use of job centres, careers service or press advertisements.

3 The policy should either be reviewed to reflect changes in legislation or within a three-year period whichever occurs first.

4 To monitor the gender, disability and ethnicity of job applicants. The Council would also encourage organisations to monitor of the age, sexual orientation and religion or belief of staff.

Level 3 (50 or more employees)

All organisations with 50 or more employees must achieve criteria 1-4 in level 2 and the extra criteria 5-10 listed below.

5 Give written instructions to managers and supervisors on equality in recruitment, selection, training, promotion, discipline, grievance and dismissal of employees.

6 Give equality training to managers and any employees responsible for recruitment and selection.

7 As well as criterion 4 (Level 2), carry out monitoring on the number of employees from different gender, disability and ethnic groups by grade when:

(a) in post;

d) applying for posts;

e) taking up training and development opportunities;

f) promoted;

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g) transferred;

h) disciplined and dismissed;

i) a grievance is raised; and

The Council would also encourage organisations to monitor for age, sexual orientation and religion or belief.

8 If the above monitoring reveals inequalities, organisations will be expected to take steps to address imbalances.

9 For 7 and 8 above, annual monitoring and reporting is needed about equality issues within the workforce.

10 Organisation’s recruitment advertisements and publicity literature should state that equal opportunities practices are in place.

5.3 [Note to Council officer: Refer to http://www.charnwood.gov.uk/pages/contract_template_documentation for additional ITT clauses which may be added as separate clauses here if required, that is 5.4, 5.5, 5.6 and so on. Delete this note if not adding additional clauses]

6 Clarification meetings, site visits and interviews

The Council reserve the right to hold clarification meetings, site visits and interviews as the Council consider appropriate, both before and after Tender submission.

[Note: If you want to use clarification meetings/ interviews/ site visits, you need to think carefully as to what purpose they will serve, what form they will take and how they will be used by the council. This needs to be clearly explained to the bidders in the ITT. For example, if a site visit to each of the bidders’ premises is to be scored, you need to explain how this will be done and include this in your evaluation criteria. ]

6.1 [Tenderers will have the opportunity to attend a clarification meeting with the Council to take place on [insert date]. At this meeting Tenderers will be able to meet with the Council to discuss your approach to the requirements and to clarify any queries on the legal documentation. The Council will share any issues raised at the meeting which are not commercially confidential with the other Tenderers.

The clarification meetings will take place at:

[insert address]

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http://www.charnwood.gov.uk/pages/contract_template_documentation


on [date/time].

6.2 [Tenderers should register attendance, including the names and job titles of those who will be attending with [Insert Procuring officer] by [insert time and date]. Tenderers will then be allocated a time slot on one of the above dates for your clarification meeting. This meeting will last no longer than [period]. You may bring no more than [insert number] representatives to the meeting.]

6.3 [If Tenderers wish to visit the site as part of your preparation of the ITT, Tenderers must contact [insert council procuring officer contact details] in advance. You are only allowed access to the site by pre-arranged appointments with the Council. Our representatives may accompany Tenderers when Tenderers visit and inspect the site.]

6.4 [An accompanied site visit may be combined with a clarification meeting. Tenderers must submit questions to be asked at the clarification meeting at least [five] working days before the meeting. Accompanied site visits and clarification meetings must be held no later than [10] working days before the closing date. The Council may at its discretion, circulate responses to any questions to all Tenderers.]

Tenderer interviews and clarification meeting.

6.5 [Tenderers will need to make key members of their delivery team available who will be responsible for the provision of the Contract. This will be to demonstrate their understanding and approach as outlined in the Tender. It will also allow the Council an opportunity to clarify any aspect of the Tender. Interviews will take place either on [insert time and date] at:[Insert address]]

6.6 [Tenderers should register attendance, including the names and job titles of those who will be attending, with [insert contact person and details within council] by [insert time and date]. Tenderers will then be allocated a time slot on one of the above dates for their interview/clarification meeting. This will last no longer than [period]. Tenderers may bring no more than [insert number] representatives to the meeting [including detail any specific attendees necessary.]]]

Delete paragraphs in schedule 6 as appropriate to your own contract, i.e. if you do not intend to hold clarification meetings, site visits and interviews you should delete sections 6.1 – 6.6 accordingly.

7 Freedom of Information Act and Environmental Information Statement

7.1 The Council are subject to The Freedom of Information Act 2000 (Act) and The Environmental Information Regulations 2004 (EIR).

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7.2 As part of our duties under the Act or EIR, the Council may need to disclose information about the procurement process or the Contract to anyone who makes a reasonable request.

7.3 If Tenderers think that any of the information given in their Tender is commercially sensitive (meaning it could reasonably cause prejudice to the organisation if disclosed to a third party); then Tenderers should clearly mark this as ‘Not for disclosure to third parties‘. Tenderers should also give valid reasons in support of the information being exempt from disclosure under the Act and the EIR.

7.4 The Council will aim to consult with Tenderers and consider comments and any objections before the Council release any information to a third party under the Act and/or the EIR. However the Council will be entitled to decide in our absolute discretion whether any information is:

exempt from the Act or the EIR; or

to be disclosed in response to a request of information.

The Council must make our decision on disclosure in line with the provisions of the Act or the EIR and can only withhold information if it is covered by an exemption from disclosure under either.

7.5 The Council will not be held liable for any loss or prejudice caused by the disclosure of information that:

7.5.1 has not been clearly marked as ‘Not for disclosure to third parties’ with supporting reasons (referring to the relevant category of exemption under the Act or EIR where possible);

7.5.2 does not fall into a category of information that is exempt from disclosure under the Act or EIR (for example, a trade secret or would be likely to prejudice the commercial interests of any person); or

7.5.3 where it is in the public interest to disclose this and there is no legal duty to withhold it.

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Note to supplier - All pages, as issued must be returned within your Tender submission. Please do not to remove any pages from this tender document as all pages are required to form the final contract.

Conditions of Contract for the purchase of Services

Clause Heading

Part A - operative provisionsA1. DefinitionsA2 HeadingsA3 NoticesA4 Entire agreement

Part B - Provision of ServicesB1 Contract PeriodB2 PerformanceB3 Contract ManagerB4 Ordering processB5 Risk in and title to goodsB6 WarrantyB7 Contractor’s Employees

Part C - Price and paymentC1 Price and payment

Part D - Termination and consequences of terminationD1 TerminationD2 Consequences of terminationD3 Dispute resolution procedureD4 Survival

Part E - Insurance and LiabilitiesE1 InsuranceE2 Indemnity and liability

Part F - protection of informationF1 Intellectual propertyF2. Data Protection ActF3 Freedom of InformationF4 ConfidentialityF5 Record keeping and monitoring

Part G - Statutory obligationsG1 Health and safetyG2 Corporate requirementsG3 Law and Change in Law

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3 Conditions of Contract


G4 TUPE and re-tenderingPart H - General provisions

H1 Contract variationH2 Third party rightsH3 No waiverH4 SeveranceH5 Assignment, sub-contracting and responsibilityH6 Force MajeureH7 InducementsH8 Costs and expensesH9 No agency or partnershipH10 Non solicitation and offers of employmentH11 Inspection of Contractor’s premisesH12 Law and jurisdictionH13 Indexation

Buyer – the council has a legal responsibility to ensure that contractors that work directly or indirectly with vulnerable people meet with Safeguarding requirements. Please remove the additional safeguarding clauses, definitions and contents list if it is not required for the delivery of the contract.

Part I - Safe Guarding

I.1 Employee ChecksI.2 Unsuitable Person

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Part A - operative provisions

Between Charnwood Borough Council Southfield Road Loughborough Leicestershire LE11 2TN and [Please insert your organisations name and Address Here]

A1 Definitions

The terms and expressions used in these Terms and Conditions shall have the meanings set out below:

‘Authorised Officer’ the person duly appointed by the Council and notified in writing to the Contractor to act as the representative of the Council for the purpose of the Contract in the Contract Particulars or as amended from time-to-time and in default of such notification the Council’s head of procurement or similar responsible officer.

‘Assigned Employees’ in respect of clause G4, an individual employed by the Contractor wholly or mainly in the performance of the Services

‘Business Day’ any day other than a Saturday or Sunday or a public or bank holiday in England.

‘Change in Law’ the coming into effect or repeal (without re-enactment or consolidation) in England of any law, or any amendment or variation to any law, or any judgement of a relevant court of law which changes binding precedent in England in each case after the date of this Contract.

‘Commencement Date’ the commencement date stated in the Contract Particulars.

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‘Commercially Sensitive Information’ the information used in the Contract Particulars comprising the information of a commercially sensitive nature relating to the Contractor, its Intellectual Property Rights or its business or which the Contractor has indicated to the Council that, if disclosed by the Council, would cause the Contractor significant commercial disadvantage or material financial loss.

’Confidential Information’ any information 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). This includes information which relates to the Services, the business, affairs, properties, assets, trading practices, developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers of either party, all personal data and sensitive personal data (within the meaning of the DPA).

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‘Contract’ the agreement in respect of the provision of the Services consisting of the following listed documents which shall be read as one document. In the event of ambiguity, conflict or contradictions between these documents the conflict will be resolved according to the following order of priority.

1. The Contract Particulars.

2. The Special Terms and Conditions.

3. The Standard Terms and Conditions.

4. The Tender except to the extent that any element of the Tender has been included in the Contract Particulars.

’Contractor’ the contractor and where applicable this shall include the Contractor's employees, sub-contractors, agents, representatives, and permitted assigns and, if the Contractor is a consortium or consortium leader, the consortium members.

’Contract Manager’ the person named in the Contract Particulars as the Contract Manager and any replacement from time-to-time in accordance with clause B3.2.

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‘Contract Particulars’ the document detailing the specific core terms agreed between the parties with regard to the Services which shall include but not be limited to the Pricing Schedule, delivery instructions, Commencement Date, authorised officer, Contract Manager, Key Personnel, Commercially Sensitive Information, Contract Period, Required Insurance Levels, Method Statement and the Specification and relevant Contract specific details of the Tender (including Method Statement and Working Methods) included in the document.

‘Contract Period’ the period of the Contract as stated in the Contract Particulars (and any extension in accordance with clause B1).

‘Control’ control as defined by section 416 of the Income and Corporation Taxes Act 1988.

‘Council’ the Council named in the Contract Particulars and where the context so admits includes any person which takes over or assumes the statutory functions or administrative responsibilities of the Council (whether in part or totally) or which is controlled by or is under common control with the Council (and the expression ‘control’ shall mean the power to direct or cause the direction of the general management and policies of the person in question but only for so long as such control exists).

’DPA’ The Data Protection Act 1998.

‘Delivery Instructions’ the instructions provided in the Contract Particulars and any other information that the Council considers appropriate to the provision of the Services.

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‘Employee’ any person employed by the Contractor to perform the Contract which will also include the Contractor's servants, agents, voluntary and unpaid workers and subcontractors and representatives or, in respect of clause G4 (TUPE and re-tendering) and any other TUPE obligation, an individual employed by the Contractor in the performance of the Services.

‘EIR’ The Environmental Information Regulations 2004.

‘FOIA’ The Freedom of Information Act 2000.

‘Force Majeure’ any cause materially affecting the performance by a party of its obligations under this Contract arising from any act beyond its reasonable control and affecting either party. This includes without limitation: acts of God, war, industrial action (subject to clause H6.3), protests, fire, flood, storm, tempest, epidemic, explosion, acts of terrorism and national emergencies.

‘Good Industry Practice’ the exercise of such degree of skill, diligence, care and foresight which would reasonably and ordinarily be expected from a skilled and experienced Contractor engaged in the supply of Services similar to the Services under the same or similar circumstances as those applicable to the Contract.

‘HRA’ The Human Rights Act 1998.

‘Information’ has the meaning given under section 84 of the Freedom of Information Act 2000.

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‘Intellectual Property Rights’ patents, inventions, trademarks, service marks, logos, design rights (whether registrable 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 registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off.

‘Invitation to Tender’ the Council’s Invitation to Tender for the Contract.

‘Key Personnel’ those persons named in the Contract Particulars as being key personnel and any replacement from time-to-time under clause B6.1.5.

‘Law’ any applicable Act of Parliament, sub-ordinate 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, bye-law, regulatory policy, guidance or industry code, judgement of a relevant court of law, or directives or requirements of any regulatory body of which the Contractor is bound to comply.

‘Liabilities’ all costs, actions, demands, expenses, losses, damages, claims, proceedings, awards, fines, orders and other liabilities (including reasonable legal and other professional fees and expenses) whenever arising or brought.

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’Order’ an order for Services to be provided where the Contract is identified in the Contract Particulars to be delivered by call off.

Price the price of the Services as set out in the Contract Particulars. Unless otherwise stated, any reference to price shall be regarded as being exclusive of properly chargeable VAT which shall be separately accounted for.

’Pricing Schedule the schedule from the Tender detailing the pricing as detailed in the Contract Particulars.

‘Regulations’ The Public Contracts Regulations 2015.

’Replacement Contractor’ any company, organisation or person who replaces the Contractor following termination or expiry of all or part of this Contract

‘Request for Information a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the EIR.

‘Services’ the services described in the Specification to be supplied by the Contractor in accordance with the Contract, together with all equipment required and any associated goods provided by the Contractor in relation to those services.

’Special Terms and Conditions’ the additional terms and conditions attached which were set out in the Invitation to Tender.

‘Specification’ the specification included in the Contract Particulars setting out the Council's detailed requirements in relation to the Services.

‘Standard Terms and Conditions” the terms and conditions set out in this document.

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Tender the Contractor’s tender for the Services in response to the Council’s Invitation to Tender.

TUPE The Transfer of Undertakings (Protection of Employment) Regulations 2006.

A1.1 Any reference to a person shall include any natural person, partnership, joint venture, body corporate, incorporated association, government, governmental agency, persons having a joint or common interest, or any other legal or commercial entity or undertakings.

A1.2 A reference to any statute, order, regulation or similar instrument shall be construed as a reference to the statute, order, regulation or instrument as amended by any subsequent statute, order, regulation or instrument or as contained in any subsequent re-enactment.

A2 Headings

A2.1 The index and headings to the clauses and appendices to and schedules of this Contract are for convenience only and will not affect its construction or interpretation.

A3 Notices

A3.1 Any notice required by this Contract to be given by either party to the other shall be in writing and shall be served personally, by fax or by sending it by registered post or recorded delivery to the appropriate address, fax number or email address notified to each other as set out in the Contract Particulars.

A3.2 Any notice serviced will be deemed to have been served as follows:

A3.2.1 Any notice served personally will be deemed to have been served on the day of delivery;

A3.2.2 Any notice sent by post will be deemed to have been served 48 hours after it was posted;

A3.2.3 Any notice sent by fax will be deemed to have been served 24 hours after it was despatched;

A3.2.4 Any notice sent by email before 5 p.m. will be deemed to have been served on the day of despatch and otherwise on the following day save where the deemed date of service falls on a day other than a Business Day in which case the date of service will be the following Business Day.

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A4 Entire agreement

A4.1 The Contract constitutes the entire agreement between the parties relating to the subject matter of the Contract. The Contract supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this clause A4 shall not exclude liability in respect of any fraudulent misrepresentation

Part B - Provision of Services

B1 Contract Period

B1.1 The Contract shall commence on the Commencement Date and subject to clause B1.2 shall continue for the Contract Period.

B1.2 If the Contract Period is subject to an option to extend, and if the Council intends to take up the option, the Contractor shall be notified in writing no less than 3 months before expiry of the initial Contract Period prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial Contract Period.

B2 Performance

B2.1 The Services shall be provided in accordance with these Terms and Conditions and the requirements of the Contract Particulars.

B2.2 The Services shall be provided in accordance with any delivery instructions. If no time for delivery is stated in the delivery instructions the Services shall be delivered between 9am and 5pm on a Business Day.

B2.3 The time of the delivery of the Services is of essence to the Contract.

B2.4 The Council will have the right to observe the Contractor’s performance of the Services if the Services are not being performed on the Council’s premises.

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B2.5 If the Contractor at any time becomes aware of any act or omission, or proposed act or omission by the Council which prevents or hinders, or may prevent or hinder the Contractor from performing the Services in accordance with the Contract; the Contractor shall inform the Council and the Council may, at its absolute discretion, extend the period of the Contract accordingly.

B2.6 If the Contractor at any time becomes aware of any material matter that could affect the performance of the Services in accordance with the Contract, the Contractor shall inform the Council immediately.

B2.7 If the Contractor has a change in Control or assigns the performance of any material parts of the Services, the Contractor shall inform the Council as soon as reasonably practicable.

B2.8 The Council retains the Contractor for the performance of the Services on a non-exclusive basis.

B3 Contract Manager

B3.1 The Contractor shall employ a competent and authorised Contract Manager empowered to act on behalf of the Contractor for all purposes connected with the Contract.

B3.2 The Contractor shall give notice in writing to the Council at once of any change in the identity, address and telephone numbers of the person appointed as Contract Manager. The Contractor shall give maximum possible notice to the Council before changing its Contract Manager.

B4 Ordering process

B4.1 Where this Contract is identified as requiring Orders in the Contract Particulars the Contractor shall accept Orders made in writing by the Council under the provisions of this clause.

B4.2 Except where specified Orders are required to call off the Services the Council gives no guarantees whatsoever as to when any Order will be placed during the Contract Period or under the Contract.

B4.3 The Orders shall state the type of or part of the Services required including the Council’s requirements with regard to timescale for delivery of those Services.

B5 Risk in and title to goods

B5.1 Risk in any goods provided as part of the Services shall pass to the Council upon delivery without prejudice to any rights of rejection which may accrue to the Council under the Contract or otherwise.

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B5.2 Title in any goods provided as part of the Services shall pass to the Council upon delivery or earlier payment.

B6 Warranty

B6.1 The Contractor warrants to the Council that the Services will be provided as follows:

B6.1.1 in a proper, skilful and workmanlike manner;

B6.1.2 by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice;

B6.1.3 in accordance with the Contract and any descriptions provided by the Contractor;

B6.1.4 to the reasonable satisfaction of the Authorised Officer;

B6.1.5 by Key Personnel (if any) who shall not be released from providing the Services permanently without the written agreement of the Council, except by reason of:

B6.1.5.1 sickness;

B6.1.5.2 maternity leave;

B6.1.5.3 paternity leave;

B6.1.5.4 termination of employment;

B6.1.5.5 request by the Council;

B6.1.5.6 the element of the Services in respect of which the individual was engaged has been completed to the Council’s satisfaction; or

B6.1.5.7 other extenuating circumstances explained to the Council; and

B6.1.6 any replacements for the Key Personnel shall be subject to the agreement of the Council and such replacements shall be of at least equal status or of equivalent experience and skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services. The cost of effecting such replacement shall be borne by the Contractor; and

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B6.1.7 in a way that the Contractor takes every reasonable precaution to safeguard the Council’s property entrusted to the care of the Contractor.

B6.2 The Contractor warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the Services they will:

B6.2.1 be free from defects in design, material and workmanship; and

B6.2.2 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health.

B6.3 Without prejudice to the Council’s rights to terminate under clause D1 (Termination), if any of the Services supplied are not in accordance with the Contract, the Council shall be entitled to:

B6.3.1 require the Contractor to provide replacement Services in accordance with the Contract as soon as reasonably practicable and in any event within 14 days of a request to do so; or

B6.3.2 subject to clause E2 (Indemnity and liability) require repayment of the proportion of the Price which has been paid in respect of such Services together with payment of any additional expenditure over and above the Price reasonably incurred by the Council in obtaining replacement Services.

B7 Contractor’s Employees

B7.1 The Council reserves the right under the Contract to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Council:

B7.1.1 any member of the Contractor’s Employees; and/or

B7.1.2 any person employed or engaged by a sub-contractor, agent or servant of the Contractor, whose admission or continued presence would be, in the reasonable opinion of the Council, undesirable.

B7.2 When directed by the Council, the Contractor shall provide a list of the names and addresses of all persons (if any) who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Council, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Council may reasonably desire.

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B7.3 The Contractor’s Employees, engaged within the boundaries of any of the Council’s 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 that establishment and when outside that establishment.

B7.4 The decision of the Council as to whether any person is to be refused access to any premises occupied by or on behalf of the Council shall be final and conclusive.

B7.5 The Contractor shall replace any of the Contractor’s Employees who the Council reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Contractor’s Employees for any reason, the Contractor shall make sure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services.

B7.6 The Contractor shall bear the cost of or costs arising from any notice, instruction or decision of the Council under this clause.

Part C - Price and payment

C1 Price and payment

C1.1 The Council shall pay the Price for the Services to the Contractor.

C1.2 The Contractor shall submit a single VAT invoice to the Council no later than seven days after the end of each calendar month detailing the Services provided during the calendar month and the amount payable.

C1.3 Payment of any undisputed invoice will be made no later than 30 days following the date of receipt of the invoice by the Council.

C1.4 The Council reserves the right to withhold payment of the relevant part of the Price without payment of interest where the Contractor has either failed to provide the Services at all or has provided the Services inadequately and any invoice relating to such Services will not be paid unless or until the Services have been performed to the Council’s satisfaction.

C1.5 Any overdue sums will bear interest from the due date until payment is made at 4% per annum over the Bank of England base rate from time-to-time. The Contractor is not entitled to suspend provision of the Services as a result of any overdue sums.

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C1.6 The Council will be entitled but not obliged at any time or times without notice to the Contractor to set off any liability of the Council to the Contractor against any liability of the Contractor to the Council (in either case however arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency) and may for such purpose convert or exchange any sums owing to the Contractor into any other currency or currencies in which the obligations of the Council are payable under this Contract. The Council’s rights under this clause will be without prejudice to any other rights or remedies available to the Council under this Contract or otherwise.

C.1.7 Where the Contractor enters into a Sub-Contract, the Contractor shall include in that Sub-Contract:

C1.7.1Provisions having the same effect as clauses C1.1-C1.3 ofthis Agreement; and

C.1.7.2 A provision requiring the counterparty to thatSub-Contract to include in any Sub-Contract which itawards provisions having the same effect as clausesC1.1-C1.3 of this Agreement.

C.1.7.3 In clause C.1.7, “Sub-Contract” means a contractbetween two or more suppliers, at any stage ofremoteness from the Authority in a subcontractingchain, made wholly or substantially for the purpose ofperforming (or contributing to the performance of) the whole or any part of this Agreement

C1.8 Further details of payment, if any, are set out in the Pricing Schedule.

Part D - Termination and consequences of termination

D1 Termination

D1.1 Subject to the provisions of clause H6 (Force majeure) the Council may terminate the Contract with immediate effect by notice in writing to the Contractor on or at any time if:

D1.1.1 the Contractor becomes bankrupt, insolvent, makes any composition with its creditors, has a receiver appointed under the Mental Health Act 1983 or dies;

D1.1.2 the Contractor is convicted of a criminal offence;

D1.1.3 the Contractor ceases or threatens to cease to carry on its business;

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D1.1.4 the Contractor has a change in Control which the Council believes will have a substantial impact on the performance of the Contract;

D1.1.5 there is a risk or a genuine belief that reputational damage to the Council will occur as a result of the Contract continuing;

D1.1.6 the Contractor is in breach of any of its obligations under this Contract that is capable of remedy and which has not been remedied to the satisfaction of the Council within 14 days, or such other reasonable period as may be specified by the Council after issue of a written notice specifying the breach and requesting it to be remedied;

D1.1.7 there is a material or substantial breach by the Contractor of any of its obligations under this Contract which is incapable of remedy; or

D1.1.8 the Contractor commits persistent minor breaches of this Contract whether remedied or not.

D1.1.9

D1.1.9.1 the Agreement is subject to a substantial modification which requires a new procurement procedure in accordance with Regulation 72(9) of the Public Contracts Regulations 2015 (“the Regulations”);

D1.1.9.2 it can be demonstrated that the Contractor has, at the time of contract award been in one of the situations referred to in Regulation 57(1) of the Regulations including as a result of the application of Regulation 57(2) of the Regulations and should therefore have been excluded from the procurement procedure;

D1.1.9.3 it can be demonstrated that this Agreement should not have been awarded to the Contractor in view of a serious infringement of the obligations of Treaties and the Public Contracts Directive of the EU that has been declared by the Court of Justice of the European Union in a procedure under Article 258 of the Treaty on the Functioning of the European Union.

For the purposes of this clause D1.1.9, the terms “Treaties” and “Public Contracts Directive” shall have the meaning given to them in the Regulations.

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D1.2 The Council reserves the right to terminate the Contract in part in the case of termination under clauses D1.1.6, D1.1.7, D1.1.8 and D1.1.9.

D1.3 Where this Contract is subject to Orders as specified in the Contract Particulars the Council has the right to terminate any individual Order or Orders or the whole Contract under the provisions of this clause D1.

D1.4 The Council reserves the right to terminate the Contract at will, in whole or in part, at any time with or without notice except that it will give as much notice as possible in the circumstances.

D2 Consequences of termination

D2.1 If this Contract is terminated in whole or in part the Council shall:

D2.1.1 be liable to pay to the Contractor only such elements of the Price, if any, that have properly accrued in accordance with the Contract or the affected part of the Contract up to the time of the termination; and/or

D2.1.2 except for termination under clause D1.4, be entitled to deduct from any sum or sums which would have been due from the Council to the Contractor under this Contract or any other Contract and to recover the same from the Contractor as a debt any sum in respect of any loss or damage to the Council resulting from or arising out of the termination of this Contract. Such loss or damage shall include the reasonable cost to the Council of the time spent by its officers in terminating the Contract and in making alternative arrangements for the supply of the Services or any parts of them; and/or

D2.1.3 where termination arises under clause D1.4, pay to the Contractor any reasonable, direct and quantifiable costs reasonably incurred by the Contractor due to early termination subject to the maximum liability provision in clause E2.4; and/or

D2.1.4 in the event that any sum of money owed by the Contractor to the Council (the Contractor’s debt) exceeds any sum of money owed by the Council to the Contractor (the Council’s debt) under this Contract then the Council shall, at its sole discretion, be entitled to deduct the Contractor’s debt from any future Council’s debt or to recover the Contractor’s debt as a civil debt.

D2.2 Upon the termination of the Contract for any reason, subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Contract.

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D3 Dispute resolution procedure

D3.1 If a dispute arises between the Council and the Contractor in connection with the Contract, the parties shall each use reasonable endeavours to resolve such dispute by means of prompt discussion at an appropriate managerial level.

D3.2 If a dispute is not resolved within 14 days of referral under clause D3.1 then either party may refer it to the chief executive or appropriate nominated officer of each party for resolution who shall meet for discussion within 14 days or longer period as the parties may agree.

D3.3 Provided that both parties consent, a dispute not resolved in accordance with clauses D3.1 and D3.2, shall next be referred at the request of either party to a mediator appointed by agreement between the parties. This must be within 14 days of one party requesting mediation with the costs of mediation determined by the mediator.

D3.4 Nothing in this clause shall preclude either party from applying at any time to the English courts for such interim or conservatory measures as may be considered appropriate.

D4 Survival

D4.1 The following clauses will survive termination or expiry of the Contract:

D4.1.1 clause B5 (Risk in and title to the goods);D4.1.2 clause D2 (Consequences of termination);D4.1.3 clause E2 (Indemnity and liability); D4.1.4 clause F1 (Intellectual property);D4.1.5 clause F2 (Data Protection)D4.1.6 clause F3 (Freedom of Information);D4.1.7 clause F4 (Confidentiality);D4.1.8 clause F5 (Record keeping and monitoring);D4.1.9 clause G4 (TUPE and re-tendering);D4.1.10 clause H4 (Severance);D4.1.11 clause H10 (Non solicitation and offers of employment); andD4.1.12 clause H12 (Law and jurisdiction).

Part E - Insurance and Liabilities

E1 Insurance

E1.1 The Contractor shall maintain insurance necessary to cover any liability arising under the Contract as set out in the Contract Particulars.

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E1.2 The Contractor shall prior to the Commencement Date and on each anniversary of the Commencement Date and/or upon request provide evidence that all premiums relating to such insurances have been paid.

E1.3 If the Contractor does not maintain the necessary insurances under the Contract the Council may insure against any risk in respect of the default and may charge the Contractor the cost of such insurance together with a reasonable administration charge.

E2 Indemnity and liability

E2.1 Neither party seeks to exclude or limit its liability for:

E2.1.1 death or personal injury caused by its negligence (but will not be liable for death or personal injury caused by the other party’s negligence);

E2.1.2 fraudulent misrepresentation; or

E2.1.3 any other matter in respect of which, as a matter of Law, liability cannot be excluded or limited.

E2.2 Except as specifically provided, neither party shall in any event be liable to the other for any indirect or consequential loss (including loss of profit, loss of business opportunity, loss of business, loss of goodwill, loss of production and pure economic loss) however caused.

E2.3 Subject to clauses E2.1, E2.2 and E2.5, the Contractor’s liability to the Council under the Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the proportion of the Price which is paid and payable at the time that the liability arises.

E2.4 Subject to clauses E2.1 and E2.2, the Council’s liability to the Contractor under the Contract whether in contract, tort (including negligence) or otherwise shall be limited to 125% of the proportion of the Price which is paid and payable at the time that the liability arises.

E2.5 The Contractor shall indemnify the Council in full without limit of liability for any direct loss of or damage to the real or personal property of the Council or any third party, including Intellectual Property Rights, or injury claimed by any third party and against all Liabilities awarded against or incurred by the Council (including legal expenses on an indemnity basis) arising from the Contractor’s negligence, any defect or fault in the Services or any act or omission of the Contractor in delivering the Services.

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Part F - protection of information

F1 Intellectual property

F1.1 All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

F1.1.1 provided to the Contractor by the Council shall remain the property of the Council; and

F1.1.2 prepared by or for the Contractor specifically for the use, or intended use, in relation to the performance of the Contract shall belong to the Council subject to any exceptions set out in the Contract Particulars.

F1.2 The Contractor shall obtain necessary approval before using any material, in relation to the performance of the Contract which is or may be subject to any third party Intellectual Property Rights. The Contractor shall procure that the owner of the Intellectual Property Rights grant to the Council a non-exclusive licence, or if the Contractor is itself a licensee of those rights, the Contractor shall grant to the Council an authorised sub-licence, to use, reproduce, and maintain the Intellectual Property Rights. Such licence or sub-licence shall be non-exclusive, perpetual and irrevocable, shall include the right to sub-license, transfer, novate or assign to other Councils, the Replacement Contractor or to any other third party providing Services to the Council, and shall be granted at no cost to the Council.

F1.3 It is a condition of the Contract that the Services will not infringe any Intellectual Property Rights of any third party and the Contractor shall during and after the Contract Period on written demand indemnify and keep indemnified without limitation the Council against all Liabilities which the Council may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim relates to the act or omission of the Council.

F1.4 At the termination of the Contract the Contractor shall at the request of the Council immediately return to the Council all materials, work or records held in relation to the Services, including any back-up media.

F2 Data Protection Act

F2.1 The Contractor shall (and shall procure that any of its Employees involved in the provision of the Services) comply with any requirements under the DPA.

F3. Freedom of Information

F3.1 The Contractor acknowledges that the Council is subject to the

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requirement of the Code of Practice on Government information, FOIA and the EIR and shall assist and cooperate with the Council to enable the Council to comply with its information disclosure obligations.

F3.2 The Contractor shall and shall procure that its sub-contractors shall do all of the following where relevant.

F3.2.1 Transfer to the Council all requests for information that it receives as soon as practicable and in any event within two Business Days of receiving a Request for Information.

F3.2.2 Provide the Council with a copy of all information in its possession, or power in the form that the Council requires within five Business Days (or such other period as the Council may specify) of the Council’s request.

F3.2.3 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 EIR.

F3.3 The Council shall be responsible for determining in its absolute discretion despite any other provision in this Contract 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 Code of Practice on Government Information, FOIA or the EIR

F3.4 In no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by the Council.

F3.5 The Contractor acknowledges that (despite the provisions of clause F4) the Council may, be obliged under the FOIA, or the EIR to disclose information concerning the Contractor or the Services:

F3.5.1 in certain circumstances without consulting the Contractor; or

F3.5.2 following consultation with the Contractor and having taken their views into account.

F3.6 Provided always that where clause F3.5.1 applies the Council shall, in accordance with any recommendations of the code, take reasonable steps, where appropriate, to give the Contractor advance notice, or failing that, to draw the disclosure to the Contractor’s attention after any such disclosure.

F3.7 The Contractor shall make sure that all information is retained for

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disclosure in accordance with any record keeping obligations of the Contractor under this Contract and shall permit the Council to inspect such records as requested from time-to-time.

F3.8 The Contractor acknowledges that the Commercially Sensitive Information is indicative only and that the Council may be obliged to disclose it in accordance with clause F3.

F4 Confidentiality

F4.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall do each of the following:

F4.1.1 Treat the other party’s Confidential Information as confidential and safeguard it accordingly; and

F4.1.2 Not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.

F4.2 Paragraph F4.1 shall not apply to the extent that any one or more of the following applies to the relevant information or disclosures:

F4.2.1 Such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the EIR pursuant to clause F3 (Freedom of Information);

F4.2.2 Such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

F4.2.3 Such information was obtained from a third party without obligation of confidentiality;

F4.2.4 Such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; and

F4.2.5 It is independently developed without access to the other party’s Confidential Information.

F4.3 The Contractor may only disclose the Council’s Confidential Information to the Contractor personnel who are directly involved in the provision of the Services and who need to know the information, and shall make sure that such Contractor personnel are aware of and shall comply with these

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obligations as to confidentiality.

F4.4 The Contractor shall not, and shall procure that the Contractor personnel do not, use any of the Council’s Confidential Information received other than for the purposes of this Contract.

F4.5 At the written request of the Council and if reasonable in the circumstances to make that request, the Contractor shall procure that those members of the Contractor personnel identified in the Council’s notice sign a confidentiality undertaking prior to commencing any work in accordance with this Contract.

F4.6 Nothing in this Contract shall prevent the Council from disclosing the Contractor’s Confidential Information in any one or more of the following circumstances.

F4.6.1 To any Crown body or any other contracting Council. All Crown bodies or contracting authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown bodies or other contracting authorities on the basis that the Information is confidential and is not to be disclosed to a third party which is not part of any Crown body or contracting Council;

F4.6.2 To any consultant, Contractor or other person engaged by the Council or any person conducting an Office of Government Commerce gateway review;

F4.6.3 For the purpose of the examination and certification of the Council’s accounts; and/or

F4.6.4 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 its resources.

F5 Record keeping and monitoring

F5.1 The Contractor will at its own cost, provide any information that may be required by the Council to comply with the Council’s procedures for monitoring of the Contract.

F5.2 In order to assist the Council in its record keeping and monitoring requirements including auditing and National Audit Office requirements, the Contractor shall keep and maintain for six years (or such longer time period required in accordance with any specific legislation) after the Contract has been completed, full and accurate records of the Contract including the Services supplied under it, all expenditure reimbursed by the Council, and all payments made by the Council. The Contractor shall on request allow the Council or the Council’s representatives such access to (and copies of) those records as may be required by the Council in

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connection with the Contract.

F5.3 The Contractor will at its own cost, provide any information that may be required by the Council to comply with the Council’s procedures for monitoring of the Contract.

Part G - Statutory obligations

G1 Health and safety

G1.1 The Contractor shall comply with all health and safety legislation in force and all health and safety policies of the Council.

G2. Corporate requirements

G2.1 The Contractor shall comply with all obligations under the HRA.

G2.2 The Contractor shall comply with all Council policies and rules, such as, but not limited to:

G2.2.1 equality and diversity policies;

G2.2.2 sustainability;

G2.2.3 information security rules;

G2.2.4 Safeguarding;

G2.2.4 whistleblowing and/or confidential reporting policies; and

G2.2.5 all site rules relevant to the fulfilment of the Contractor’s obligations in the performance of the Services.

NB: Contractors are responsible for ensuring they always refer to the most up to date Council policies, which can be found on the council’s website http://www.charnwood.gov.uk

G2.3 The Contractor shall not unlawfully discriminate within the meaning and scope of any Law, enactment, order, or regulation relating to discrimination (whether age, race, gender, religion, disability, sexual orientation or otherwise) in employment.

G2.4 The Contractor shall comply with all relevant legislation relating to its Employees however employed including (but not limited to) the compliance in Law of the ability of the Employees to work in the United Kingdom.

G2.5 If the Contractor has a finding against it relating to its obligations under

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http://www.charnwood.gov.uk/

clause G2.4 it will provide the Council with:

G2.5.1 details of the finding; and

G2.5.2 the steps the Contractor has taken to remedy the situation.

G3 Law and Change in Law

G3.1 The Contractor shall comply at all times with the Law in its performance of the Contract.

G3.2 On the occurrence of a Change in Law which has a direct effect upon the Price the parties shall meet within 14 days of the Contractor notifying the Council of the Change in Law to consult and seek to agree the effect of the Change in Law and any change in the Price as a result following the principle that this clause is not intended to create an artificial cushion from market forces for the Contractor. If the parties, within 14 days of this meeting, have not agreed the occurrence or the impact of the Change in Law, either party may refer the matter to dispute resolution in accordance with clause D3.

G3.3 Any agreed additional sums payable as a result of the operation of clause G3.2 shall be included in the Price. For the avoidance of doubt nothing in this Contract is intended to allow the Contractor double recovery of any increase in costs.

G4 TUPE and re-tendering

G4.1 In the event of expiry or termination of this Contract or whenever reasonably requested by the Council in preparation for tendering arrangements the Contractor will provide the Council with such assistance as the Council may require and provide at no cost to the Council any information the Council (whether on its own account or on behalf of any potential or confirmed Replacement Contractor) may request in relation to the Employees including but not limited to, providing Employee liability information as required under Regulation 11 of TUPE.

G4.2 The Contractor authorises the Council to pass any information supplied to any Replacement Contractor or potential Replacement Contractor and the Contractor will secure all necessary consents from relevant Employees in order to do this.

G4.3 The Contractor will keep the Council and any Replacement Contractor indemnified in full against all Liabilities arising directly or indirectly in connection with any breach of this clause or inaccuracies in or omissions from the information provided.

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Part H - General provisions

H1 Contract variation

H1.1 Subject to clause H1.2, no variation or modification to the Contract is valid unless it is in writing and signed by the Council and the Contractor.

H1.2 The Council shall be entitled to issue to the Contractor in writing or, in case of urgency orally (provided the Council confirms oral instructions in writing as soon as it is practicable), variation orders requiring the addition, suspension, reduction or cessation of provision of any Services and/or the provision of emergency Services in accordance with revised delivery instructions. The Contractor shall charge for the impact of the variation order in accordance with the rates and prices used to calculate the Price in the Tender.

H2 Third party rights

H2.1 This Contract is enforceable by the original parties to it, by their successors in title and permitted assignees. Any rights of any person to enforce the terms of this Contract pursuant to The Contracts (Rights of Third Parties) Act 1999 are excluded.

H3 No waiver

H3.1 Failure by either party at any time to enforce any one or more of the provisions of this Contract or to require performance by the other party of any of the provisions shall not constitute or be construed as a waiver of the provision or of the right at any time subsequently to enforce all terms and conditions of this Contract nor affect the validity of the Contract or any part of it or the right of the parties to enforce any provision in accordance with its terms.

H3.2 No waiver of any of the provisions of this Contract shall be effective unless it is expressed to be a waiver in writing and communicated in accordance with clause A3 (Notices).

H4 Severance

H4.1 If any provision of the Contract shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

H5 Assignment, sub-contracting and responsibility

H5.1 Subject to any express provision of this Contract, the Contractor shall not without the prior written consent of the Council, assign all or any benefit, right or interest under this Contract or sub-contract the provision of the Services.

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H5.2 The Council shall be entitled to:

H5.2.1 assign, novate or dispose of its rights and obligations under this Contract either in whole or part to any contracting authority (as defined in The Public Contracts Regulations 2015); or

H5.2.2 transfer, assign or novate its rights and obligations where required by Law.

H5.3 The Contractor shall remain responsible and liable for the acts and omissions of any other members of a consortium arrangement, sub-contractors, servants, agents and Employees as though they were its own.

H6 Force Majeure

H6.1 Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from Force Majeure.

H6.2 If the Council or the delivery location is affected by circumstance of Force Majeure, the Council shall be entitled to, totally or partially, suspend the date or dates for delivery of the Services until the circumstances of the Force Majeure have ceased. The suspension shall not give rise to any claim by the Contractor against the Council nor entitle the Contractor to terminate the Contract.

H6.3 Industrial action by, or illness or shortage of the Contractor’s Employees, agents or subcontractors, failure or delay by any of the Contractor’s suppliers to supply goods, components, Services or materials and breach of the Contractor’s warranties under clause B6 shall not be regarded as an event of Force Majeure.

H6.4 If the event of Force Majeure continues for more than two months either party may give written notice to the other to terminate the Contract immediately or on a set termination date.

H6.5 If the Contract is terminated in accordance with clause H6.4 neither party will have any liability to the other except that any rights and Liabilities which accrued prior to termination will continue to exist.

H7 Inducements

H7.1 The Contractor shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Council any gift or consideration of any kind as an inducement or reward for doing, any act in relation to the obtaining or execution of the Contract or any other contract with the Council, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract. The attention

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of the Contractor is drawn to the criminal offences under the Prevention of Corruption Acts 1889 to 1916.

H7.2 The Contractor warrants that it has not paid commission nor agreed to pay any commission to any employee or representative of the Council by the Contractor or on the Contractor’s behalf.

H7.3 Where the Contractor engages in conduct prohibited by clauses H7.1 and H7.2 in relation to this or any other contract with the Council, the Council has the right to:

H7.3.1 terminate the Contract and recover from the Contractor 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 provision of the Services and any additional expenditure incurred by the Council throughout the remainder of the Contract Period; or

H7.3.2 recover in full from the Contractor any other loss sustained by the Council in consequence of any breach of this clause whether or not the Contract has been terminated.

H8 Costs and expenses

H8.1 Each of the parties will pay their own costs and expenses incurred in connection with the negotiation, preparation, execution, completion and implementation of this Contract.

H9 No agency or partnership

H9.1 Nothing contained in this Contract, and no action taken by the parties pursuant to this Contract, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.

H10 Non solicitation and offers of employment

H10.1 The Contractor agrees that it will not, without the prior written consent of the Council, whether directly or indirectly, and whether alone or in conjunction with, or on behalf of, any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise during the Contract Period or for a period of 12 months following termination of this Contract:

H10.1.1 solicit or entice, or endeavour to solicit or entice, away from the Council, any person directly related to the Services employed in a senior capacity in a managerial, supervisory,

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technical, sales or administrative capacity by, or who is or was a consultant to, the Council at the date of the termination of this Contract or at any time during the period of one month immediately preceding the date of termination; or

H10.1.2 attempt, or knowingly assist or procure any other person to do the above.

H11 Inspection of Contractor’s premises

H11.1 The Contractor shall permit the Council to make any inspections or tests which may reasonably be required in respect of the Contractor’s premises in relation to the Contract.

H12 Law and jurisdiction

H12.1 This Contract shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.

H.13 Indexation

H13.1 The parties agree that the Supplier may review and adjust the charges set out in this Agreement annually on the anniversary of the Commencement Date if annual increases in the Consumer Prices Index, or any successor index published by the Office for National Statistics or any successor organisation exceed 0.5% over any consecutive twelve month period causing the costs associated with providing the Services incurred by the Supplier to increase, to be by no more than the rate of such annual increase. The Supplier shall give the Council not less than one month’s prior notice in writing of the proposed changes.

Part I Safeguarding

(Note to buyer remove clauses I1.1-I2.2 if this contract does not involve contractors working directly with Vulnerable adults, children (please refer to document titled ‘Guidance for Safeguarding provisions’ to establish whether this contract service requires the below conditions).

I1.1 The Contractor shall procure that for all potential employees or people performing any of the Services (each referred to as an Employee) before an employee begins to perform any of the Services:

I.1.1.1 each Employee is questioned as to whether he or she has any convictions;

I.1.1.2 the results are obtained of a check of the most extensive available kind made with the Disclosure and Barring scheme

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and Protection of Vulnerable Adults/Protection of Children in accordance with the Police Act 1997 in respect of each employee; and

I.1.1.3 where the Employee will be carrying out a regulated activity, a search of the Disclosure and Barring scheme is carried out.

I.1.2 The Contractor shall procure that no person who discloses any convictions, or is found to have any convictions following the results of a DSB check, is employed or engaged by the Contractor or on the Contractor’s behalf without the Council’s prior written consent (such consent not to be unreasonably withheld or delayed).

I.1.3 The Contractor shall procure that the Council is kept advised at all times of any Employee who, subsequent to his or her commencement of employment, receives a conviction or whose previous convictions become known to the Contractor (or any employee of a sub-contractor involved in the provision of the Services).

I.1.4 The Contractor shall make sure that its practices for recruitment are in line with the Disclosure and Barring Service for employees engaged in a regulated activity.

I.1.5 The Contractor will make sure that all of its existing employees engaged in regulated activity are registered with the Disclosure and Barring Service

I.1.6 The Contractor shall procure that no person is employed to carry out work involving a regulated activity unless they are on the DBS Register and continue to be on the DBS Register for the duration of their employment.

I.1.7 Any fee incurred in meeting the requirements of clause I.1.4 and I.1.5 shall be at the Contractor’s own cost. Further, the requirements under clause I.1.4 and I.1.5 are in addition to the Disclosure and Barring scheme set out at clause I.1.1 and I.1.2.

I.1.8 The Contractor is responsible for making sure that no Employee is allowed to provide the service where they are not DBS registered or where their DBS registration subsequently becomes withdrawn.

I.1.9 The Contractor shall carry out regular on-line checks of each Employee’s DBS registration status and shall immediately inform the Council of any issues that arise that may affect an employee’s suitability for DBS registration through these on-line checks or through any other referral or by any other means.

I.1.10 Where a prospective employee does not appear on the DBS Register, they can only be employed if sufficient safeguards are put in

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place to permit it. In this circumstance the provider shall inform the Council of all of the information relevant in making the decision to employ and will only make the employee appointment with the written permission of the Council.

I.2 Where, following a check under clause I.1 above, a criminal conviction certificate is obtained by the Council following the Disclosure and Barring Service check and the nature of the listed previous convictions leads the Council to the reasonable conclusion that the person who was checked is unsuitable to provide the Services, then upon the Council giving notice to the Contractor:

I.2.1 they shall immediately upon receipt of that notice remove the person considered as unsuitable from the Contract; or

I.2.2 where the person has not at that time started to provide the Services the Contractor shall act so as to stop that person from providing the Services.The Council is not under any obligation to disclose the results of any Disclosure and Barring Service check.

Contract Particulars – Part 1

1 Commencement Date means [Date]

2 Contract Period [Number of months/years]

At the Council’s sole and exclusive option the Contract Period may be extended for [insert number of periods] further periods of [insert number of months] months, in which case, for the purpose of the Contract, the Contract Period shall be deemed to apply to such extended period. If the Council intends to take up the option to extend, the Contractor shall be notified in writing no less than 3 months before expiry of the initial Contract Period prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial Contract Period

3 The relevant Contract Manager will be [Council officer Name].

4 Public Liability Insurance cover must be a minimum of £10 million

Employers Liability Insurance cover £10 million(Except for sole traders)

Professional Indemnity Insurance cover £5 million

5 Authorised Officer [Name].

6 Key Personnel [To be inserted at award of contract as applicable]

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7 Commercially Sensitive Information [To be identified by the contractor in Submission and inserted at award of contract]

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This section relates to the Technical Specification and should be completed by the Service manager/lead Officer responsible for the contract. It should not be completed by the Procurement team.

The headings below are simply an indication of areas that need to be considered and should not be considered as exhaustive.

[Insert Contract Length and intended Start Date; Include any Extensions which may apply]

[Insert Aim]

[Insert Output / Objectives]

[Insert Timetable]

[Insert Services Included / scope]

[Insert Monitoring Arrangements]

[Insert Supporting Documents available that should be referred to]

[Insert Deliverables]

[Insert Critical Issues: e.g. implementation, scope and technical]

[As a general rule, it is important that specifications are drafted so that they are ‘fit for purpose’ and meet the business needs of the Council. However, it is important that specifications are not ‘gold plated’ as specifying additional requirements which are not essential will result in the authority incurring extra costs.]

Council Policies

In addition to the services outlined in the specification, the Contractor shall

comply with all Council policies and codes of practice, links to policies are

detailed below: -

Health and Safety Policy:http://www.charnwood.gov.uk/pages/health_and_safety

Equal Opportunities Policy:https://www.charnwood.gov.uk/files/documents/equal_opportunities_statement/CBC%20Equalities%20Policy%20Statement%202014%20%20Final.doc

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4 SPECIFICATION

https://www.charnwood.gov.uk/files/documents/equal_opportunities_statement/CBC%20Equalities%20Policy%20Statement%202014%20%20Final.doc



http://www.charnwood.gov.uk/pages/health_and_safety

Charnwood Customer Service Charter https://www.charnwood.gov.uk/files/documents/52_cbc_customer_charter_oct_2011_css/5.2%20CBC%20Customer%20Charter%20-%20Oct%202011%20CSS.pdf

Environmental Policyhttps://www.charnwood.gov.uk/files/papers/cab_22_october_2015_item_11_environmental_policy/Cab%2022%20October%202015%20Item%2011%20Environmental%20Policy.pdf

Safeguarding policyhttp://www.charnwood.gov.uk/pages/safeguarding_children_and_young_people

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http://www.charnwood.gov.uk/pages/safeguarding_children_and_young_people

http://www.charnwood.gov.uk/pages/safeguarding_children_and_young_people

https://www.charnwood.gov.uk/files/papers/cab_22_october_2015_item_11_environmental_policy/Cab%2022%20October%202015%20Item%2011%20Environmental%20Policy.pdf



https://www.charnwood.gov.uk/files/documents/52_cbc_customer_charter_oct_2011_css/5.2%20CBC%20Customer%20Charter%20-%20Oct%202011%20CSS.pdf



IMPORTANT PLEASE READ FIRST:

Bidders must answer these questions in complete honesty.

The Council may decide to question further into these areas

Should the Council discover any discrepancies or that the bidder has been dishonest with its answers, this will result in the bidder being rejected from the tender process or if awarded a contract having its contract terminated with immediate effect.

Award criteria and disqualification

All questions in this section are mandatory and will be deemed pass/fail.

If a fail is achieved for any of the business questions the bid will be excluded from progressing to the further stages of the tendering process. Therefore the council will disregard the bid and subsequent sections of the tendered response will not be evaluated.

1. FINANCIAL INFORMATION

1.1 Please confirm whether your turnover is at least the minimum of twice the annual estimated value of this contract. The estimated annual value of this contract is £xxx

Yes/NoBidders who answer 'No' will fail the Business Section.

2. INSURANCE

The Council has reviewed its current policy regarding insurance covers and requires all contractors to provide the following:-

Employer's Liability £10 million(except sole traders)Public Liability £10million

Professional Indemnity cover £5 million

2.1 Please confirm that your organisation has the required level of cover or is prepared to obtain the level of cover prior to award?

Yes have levels of cover already and will continue to for this contract

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5 Business Section Questionnaire

No but will provide the Council's level of cover if awarded the contract

No have not got cover and will not provide the Council's required level of cover

Bidders who cannot provide this level of cover will fail the Business section.

3. ENVIRONMENT

3.1 Do you have an environmental policy? If so please provide a copy of your environmental policy – label as 3.1

Yes/No/Not Applicable

Bidders who answer 'Yes' and provide a copy of the policy will Pass, Bidders who answer ‘No’ and have more than 5 employees will fail the business section. If you are a sole trader or a business with less than 4 staff please select 'N/A' which will qualify as a Pass. Bidders who answer ‘Yes’ to having an Environmental Policy will only receive a Pass if a copy of the policy is provided.

4. PROFESSIONAL & BUSINESS STANDING

4.1 Has your organisation, at any time during the last 3 years, been in a state of bankruptcy, insolvency, compulsory winding up, administration, receivership, composition with creditors or any analogous state, or subject to relevant proceedings where the proceedings were commenced for valid reasons?

Yes/NoBidders who answer 'Yes' please provide details - a pass will only be awarded if your organisation can demonstrate financial stability. Please label response as 4.1, no more than 400 words.

4.2 Has your organisation, its directors or any other person who has the power of representation, decision or control of the named organisation ever been convicted of a criminal offence related to business or professional conduct, including fraud or conspiracy to defraud?

Yes/NoBidders who answer 'Yes' will fail the Business Section

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4.3 Does your organisation hold all relevant licences and memberships for this contract required by law?

Yes/NoBidders who answer ‘No’' will fail the Business Section

5. DISPUTES

5.1 Has your organisation had any judgement made against it in relation to similar contracts in the last three years?

Yes/No

Bidders who answer ‘Yes’ please provide a brief description of the judgement and provide details of any procedures that have been implemented with the aim to prevent this from occurring again – a pass will only be awarded if suitable procedures have been implemented - label response as 5.1, no more than 400 words per contract description.

5.2 Has your organisation been involved in any tribunal hearing in relation to any similar service in the last three years, which has resulted in a judgement being made against it?

Yes/No

Bidders who answer ‘Yes’ please provide a brief description of the judgement and provide details of any procedures that have been implemented with the aim to prevent this from occurring again – a pass will only be awarded if suitable procedures have been implemented - label response as 5.2, no more than 400 words per contract description.

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IMPORTANT PLEASE READ FIRST:

Bidders must answer these questions in complete honesty.

The Council may decide to question further into these areas

Should the Council discover any discrepancies or that the bidder has been dishonest with its answers, this will result in the bidder being rejected from the tender process or if awarded a contract having its contract terminated with immediate effect.

Award criteria and disqualification

All questions in this section are mandatory and will be deemed pass/fail.

If a fail is achieved for any of the Legal Obligation questions the bid will be excluded from progressing to the further stages of the tendering process. Therefore the council will disregard the bid and subsequent sections of the tendered response will not be evaluated.

1. LEGAL OBLIGATIONS

1.1 Is it your organisation's policy as an employer to comply with its statutory obligations with regards to groups with Protected Characteristics under the Equalities Act 2010?

Yes/No

Bidders who answer 'No' will fail the Legal Obligations Section.

1.2 Organisations that employ 5 or more staff are legally required to have a written Equalities Statement. Please confirm if you have a statement and that it is communicated within your organisation, or less than 5 staff.Yes I have a StatementOrganisation has less than 5 staffNo Statement & more than 5 staff

Please note that answering 'No statement & more than 5 staff’ will result in bidders automatically failing the Legal Obligations Section.

1.3 Does your organisation comply with the Health and Safety at Work Act 1974?

Yes/NoBidders who answer 'No' will fail the Legal Obligations Section

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6 - LEGAL OBLIGATIONS

1.4 Suppliers that employ 5 or more staff are legally required to have a written Health and Safety Policy. Please confirm if you have a policy, or less than 5 staff

Yes I have a StatementOrganisation has less than 5 staffNo statement & more than 5 staff

Please note answering 'No policy and more than 5 staff' will result in bidders automatically failing the Legal Obligations section.

Buyer – the council has a legal responsibility to ensure that contractors that work directly or indirectly with vulnerable people meet with Safeguarding requirements. Please refer to document titled ‘Guidance for Safeguarding provisions’ to establish whether or not a safeguarding policy is required to deliver this contract. Only remove this question if a safeguarding policy is not required.

1.5 Do you have a Safeguarding policy?

Yes have safeguarding policy

No but will comply with CBC’s safeguarding policies pending development of your own safeguarding policy and procedures prior to award

No have not got a safeguarding policy and will not comply with the Council's policy

Bidders who answer ‘Yes’ to having an Safeguarding Policy will only receive a Pass if a copy of the policy is provided – label as 1.5

Bidders who answer ‘No but will comply with CBC’s safeguarding policies prior to award’ please provide a method statement that details your proposed methodology to ensure compliance with, and the promotion of the principles contained in the CBC Safeguarding Policies and Procedures as well as the development of your own safeguarding policy– label as 1.5.Please refer to the below link for CBC’s safeguarding policies:-https://www.charnwood.gov.uk/pages/safeguarding_children_and_young_people

Bidders who answer ‘No have not got a policy and will not comply with the council’s policy’ will fail the Legal obligations section.

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https://www.charnwood.gov.uk/pages/safeguarding_children_and_young_people

https://www.charnwood.gov.uk/pages/safeguarding_children_and_young_people

1.6 Tax Compliance: From 1 April 2013 onwards, have any of your company’s tax returns submitted on or after 1 October 2012;

Given rise to a criminal conviction for tax related offences which is unspent, or to a penalty for civil fraud or evasion

Yes/No

and/or

Have any tax returns submitted on or after 1 October 2012 been found to be incorrect as a result of:

HMRC successfully challenging it under the General Anti-Abuse Rule (GAAR) or the “Halifax” abuse principle; or

a tax authority in a jurisdiction in which the supplier is established successfully challenging it under any tax rules or legislation that have an effect equivalent or similar to the GAAR or the “Halifax” abuse principle ; or

the failure of an avoidance scheme which the supplier was involved in and which was, or should have been, notified under the Disclosure of Tax Avoidance Scheme (DOTAS) or any equivalent or similar regime in a jurisdiction in which the supplier is established.

Yes/No

Please note that question 1.6 only applies when the contract is over £5million in value; please delete this question if the contract is for less than £5million.

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[Where appropriate, insert a schedule against which the Tenderer can price, including whole life costings, e.g. labour costs; travel costs; additional costs which may apply.].

Prices are to be submitted in Pounds Sterling and exclusive of VAT. It should be assumed that all the requirements under the specification should be included in the costing proposal. Note – You may adjust the size of the following text boxes to suit your response.

Costs

The costs should be broken down into components with a full description of each component and its associated costs. [For simple services, it may be more appropriate to remove this costing break-down table and request a straight forward all inclusive one-off cost]

Service component description Costs (£)

Total Costs (£) * £

* No additional costs will be considered by the Council(s) unless these are clearly stated in the pricing schedule response.

Please confirm you agree to the [12] month fixed price period

Yes No

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7 PRICING SCHEDULE

Note – You may adjust the size of the following text boxes to suit your response.

SECTION A Company Details

A-1 Company Name

A-2 Registered Office

A-3 Registration Number

A-4 If the Company is a member of a group of companies, give the name and address of the ultimate holding Company.

A-5 Please provide an up to date Dun and Bradstreet or an equivalent comprehensive credit check report for your organisation Label response as A-5

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8 SUPPORTING INFORMATION

SECTION B References

Please provide details of two contracts that your organisation has heldthat are relevant to the authority's requirements as stated in thespecification.

Please include:-

Customer organisation Customer contact name Customer e-mail address and phone number The date of contract award and finish Contract Value The names of any subcontractors/consortium members utilised. Brief Contract description (no more than 100 words per contract

description)

Please label your response as B.1 & B.2

SECTION C Experience of the Company

C-1 Please provide brief details of your company’s previous experience in delivering the type of services required under this contract. Response to be no more than (X) sides of A4 font size Arial 12, please label your response as C-1.

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SECTION D Proposed Working Methods D-1 [Option 1] Please indicate any other information which you consider may be relevant to support your Tender submission

[Or Option 2] Please provide answers to the following Method Statements which are designed to assess your planned approach to delivering the contract.Response to be no more than (X) sides of A4 font size Arial 12, please label your response as D-1

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Option 1:

If not using method statements, it will still often be appropriate for the purchaser to give an indication of the areas it expects to see addressed by potential suppliers in this section.

Each request for Tender may need to address specific issues; for example, headings could be:1. compliance with the specification2. quality of processes; 3. customer service; 4. method of achieving contract outputs; 5. performance targets;6. sustainability benefits

Option 2:Alternatively, for more complex projects it will usually be preferable to include specific method statements which will test the ability of potential suppliers to delivery critical aspects of the contract; example method statements are as follows:

Example Method Statement 1 – Potential suppliers are required to detail the arrangements they will have in place to provide adequate staff cover for the out of hours requirements of the contract.

Example Method Statement 2 – Potential suppliers are required to detail the key steps that they will put in place in order to support the timely implementation of this services contract.

Example Method Statement 3 – The Council(s) is required to achieve economic efficiencies, please suggest how you would work with the Council(s) to reduce the cost of the services required under this contract.

Example Method Statement 4 – What do you consider to be the three main challenges in delivering the required services and how would you work with the Council(s) to overcome them.

For either Option 1 or Option 2, it is important that the purchaser tailors the headings or method statements according to the nature of the contract. The above are included as examples only you should create your own contract specific questions.]

SECTION E Environmental Responsibility

Charnwood Borough Council has made a commitment to reduce its environmental impact and carbon emissions. National schemes such as the Carbon Reduction Commitment could see all Local Authorities charged per tonne of excess carbon dioxide emitted in the atmosphere as a result of direct and outsourced services and activities. To enable us to manage this risk:

E-1 - Please indicate the measures you employ to minimise your organisations carbon footprint and environmental impact, and enhance environmental and social benefits and how these practices will be applied to the delivery of this service. Please indicate the actions in reference to the following areas as appropriate to your submission. Response to be no more than (X) sides of A4 font size Arial 12, please label your response as E-1

Community Engagement Energy & Water Management Local Purchasing Transport & Air Quality Waste & Recycling Design & Manufacturing Biodiversity & Open Spaces Managing flood risk Staff Engagement

Section F - Safeguarding

F-1 Please provide details of how your organisation meets with its safeguarding responsibilities, please ensure that the following areas are covered within your response:-

How your organisation complies with relevant safeguarding legislation

Staff awareness of responsibilities to report concerns through supervision/training/induction materials.

Your organisation procedural checks for staff who are engaged in works where there are safeguarding considerations

Your organisation’s identified individual to whom safeguarding concerns may reported.

Your organisations complaints and disciplinary procedures to manage concerns about staff behaviour.

Response to be no more than (X) sides of A4 font size Arial 12, please label your response as F-1 (Buyer – remove question F1 if safeguarding is not applicable to this contract)

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The Council’s standard payment terms are 30 days from receipt of invoice following completion of the required services.

Payment is by BACS.

It is the policy of the Council to make payments to all suppliers direct into their bank account using the Bankers Automated Clearing Systems (BACS). Please complete your bank and relevant company details below. If your sales are factored to an Agency, please enclose a copy of the authorisation to make payment directly to them. The bank details will then be those of the factor and not yours.

Bank Name_____________________ Account Name____________________

Bank Address____________________ Sort Code

_______________________________ Account No.

_______________________________Postcode________________________

No invoices will be accepted from any Contractor without an official written order from the Council and the order number in full being quoted on all invoices.

IMPORTANT -All invoices for Charnwood Borough Council should be addressed to:

The Payments SectionCharnwood Borough CouncilSouthfield RoadLoughboroughLeicestershireLE11 2TU

Failure to do so may lead to a delay in payment.

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9 PAYMENT DETAILS

I DECLARE THAT TO THE BEST OF MY KNOWLEDGE THE ANSWERS SUBMITTED IN THE BUSINESS SECTION QUESTIONNAIRE AND IN THE LEGAL OBLIGATIONS SECTION (AND ANY SUPPORTING MODULES) ARE CORRECT. I UNDERSTAND THAT THE INFORMATION WILL BE USED IN THE EVALUATION PROCESS TO ASSESS MY ORGANISATION’S SUITABILITY TO TENDER FOR THE AUTHORITY’S REQUIREMENT. SHOULD THE COUNCIL DISCOVER ANY DISCREPANCIES OR THAT I HAVE BEEN DISHONEST WITH THE ANSWERS THIS WILL RESULT IN THE ORGANISATION TO WHICH I HAVE COMPLETED THIS QUOTATION FOR, BEING REJECTED FROM THE TENDER PROCESS OR IF AWARDED A CONTRACT WILL HAVE THE CONTRACT TERMINATED WITH IMMEDIATE EFFECT AND NO COST INCURRED TO THE COUNCIL. SIGNATURE IS MANDATORY, FAILURE TO DO SO WILL RESULT IN YOUR BID BEING DEEMED NON COMPLIANT WHICH WILL RESULT IN YOUR BID BEING DISQUALIFIED FROM THIS TENDERING PROCESS.

1. Name:

2. Position (Job Title):

3. Date:

4. Telephone number:

5. Signature:

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10 Declaration

Certificate of Non-collusion and Non-canvassing

[Description of Services, Works, or Goods (the ’Contract’)

To: Charnwood Borough Council

Date:

For the attention of: [Procuring Officer]

Note to Organisation: As a public body it is important that the Council receives genuine competitive offers from Tenderers, and that all Tenderers act in a manner that is honest and reflects best practices. Tenderers are therefore required to sign this document to certify that they have not and will not undertake any acts of canvassing or collusion.

Statement of Non-canvassing

I/We certify the following.

I/we hereby certify that I/we have not canvassed any member, director, employee or adviser of the Council in connection with this Tender and the proposed award of the Contract by the Council and that no person employed by me/us or acting on my/our behalf, or advising me/us, has done any such act.

I/we further hereby undertake that I/we will not canvass any member, director, employee or adviser of the Council in connection with this Tender and the proposed award of the Contract and that no person employed by me/us or acting on my behalf, or advising me/us, will do any such act. I/we agree that the Council may, in consideration of this bid, and in any subsequent actions, rely upon the statements made in this Certificate.

Statement of Non-collusion

The essence of the public procurement process for selective tendering for the Contract is that the Council shall receive bona fide competitive Tenders from all Tenderers.

In recognition of this principle, I/we hereby certify that this is a bona fide offer, intended to be competitive, and that I/we have not fixed or adjusted the amount of the offer or the price in accordance with any agreement or arrangement with any person (except any sub-contractor identified in this offer).

I/we also certify that I/we have not done, and undertake that I/we will not do, at any time during the tender process or in the event of my/our Tender being successful while the resulting Contract is in force, any of the following acts:

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11 Certificate of Non-collusion and Non-canvassing

1 enter into any agreement or agreements with any other person that they shall refrain from tendering to the Council or as to the amount of any offer submitted by them; or

2 inform any person, other than the Council of the details of the Tender or the amount or the approximate amount of my/our offer except where the disclosure was in confidence and was essential to obtain insurance premium quotations required for the preparation of the Tender; or

3 cause or induce any person to enter into such an agreement as is mentioned in paragraph 1 and 2 above or to inform us of the amount or the approximate amount of any rival Tender for the Contract; or

4 commit any offence under the Bribery Act 2010 nor under Section 117 of the Local Government Act 1972; or

5 offer or agree to pay or give or actually pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other Tender or proposed Tender for the performance of the Project covered by the Tender any act or omission.

In this Certificate, the word ’person’ includes any person, body or association, corporate or incorporate and ‘agreement’ includes any arrangement whether formal or informal and whether legally binding or not.

I/we agree that the Council may, in its consideration of the offer, and in any subsequent actions, rely upon the statements made in this certificate.

Signed

Name

Position

For and on behalf of [Insert the name of your company here]

67

[Description of Services, Works or Goods] (the ’Contract’)]

Form of Tender

To: Charnwood Borough Council

For the attention of: [Procuring Officer]

Date:

Dear Sir or Madam

Tender for the Contract

I/We, the undersigned, tender and offer to provide the Contract as listed below, which is more particularly referred to in the Invitation to Tender supplied to me/us for the purpose of tendering for the provision of the Contract and upon the terms of the Contract.

Attached to this Form of Tender are the following:

2. My/our response to the issues raised in Section 8 of the ITT.

3. The completed Pricing Schedule.

4. A signed Declaration

5. A signed Certificate of Non Collusion and Non Canvassing.

6. The Terms and Conditions [and Special Terms and Conditions]

7. [Any other documents necessary for return with the Tender]

[I/We confirm that I/we can supply the Contract as specified in the Invitation to Tender at a total cost of [insert figure net of VAT] based on [insert details of how price is calculated].

I/We confirm that we accept the Contract as issued with the Invitation to Tender

I/We agree in the event of acceptance of our Tender to execute the Contract within 15 business days of acceptance (or otherwise as agreed with the Council), and in the interim, provide the Contract in accordance with the Contract if necessary.

I/We understand that the Council reserves the right to accept or refuse this Tender whether it is lower, the same, or higher than any other Tender.

I/We confirm that:

68

12 Form of Tender

the information supplied to you and forming part of this Tender; and (to avoid doubt) any information that I/we supplied to you as part of my/our

initial expression of interest in tendering, was true when made and remains true and accurate in all respects.

I/We confirm that this Tender will remain valid for 90 days from the date of this Form of Tender.

I/We confirm and undertake that if any of such information becomes untrue or misleading that I/we shall notify you immediately and update such information as needed.

I/We confirm that the I/we are authorised to commit the Tenderer to the contractual obligations contained in the Invitation to Tender and the Contract.

Signed byName(s) Position

For and on behalf of [Insert the name of your company here]

69

Contract for Provision of [identification of requirement].

To Charnwood Borough Council

I/we the undersigned DO HEREBY UNDERTAKE to provide the Service upon and subject to the terms and conditions set out in such Conditions of Contract, Specification, and the pricing and rates contained in the pricing schedule and other documents as are contained or incorporated herein.

Signature ...............................................................

Duly authorised agent of the Supplier(Electronic/typed signatures are acceptable)

Position held

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

Name and Address of Supplier

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

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

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

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

Dated...............................................................

It must be clearly shown whether the Supplier is a Limited Company, Corporation, Partnership, or Single Individual, trading in his own or another name, and also if the person signing is not the actual tenderer, the capacity in which he signs or is employed.

70

13 CONTRACT CONDITIONS ACCEPTANCE

This CONTRACT is made the of

Between Charnwood Borough Council of Southfield Road, Loughborough LE11 2TN (“the Council”) the one part and [Insert your company name here] of the other part

WHEREAS

1. The Council wishes to have provided the Service/s set out in the attached Terms and Conditions and has appointed the Supplier for the supplying of this Service; and

2. The Supplier is willing to provide such Service/s in accordance with the provisions of the Contract.

NOW IT IS AGREED between the Council and the Supplier as follows:

1. The Contract constitutes the sole agreement between the Council and the Supplier for the provision of Service/s;

2. The Supplier shall provide the Service/s in accordance with the provisions of the Contract and to the satisfaction of the Council for the Contract Period.

IN WITNESS WHERE OF the parties here to

SIGNED for and on behalf of the Council

SIGNED for and on behalf of the Council

In the presence of:

Signature, name, address


SIGNED for and on behalf of the Supplier

In the presence of:


71

14 Articles of Agreement

Name of person to whom anyqueries relating to this Tender should be addressed

Telephone/Mobile

Email

Address(only if different from the Registered Office address statedin Section 8)

72

15 SUPPLIER’S CONTACT INFORMATION