Tender Document for property consultancy services for the Broads Authority

1. Introduction

The Norfolk and Suffolk Broads is Britain's largest protected wetland and third largest inland waterway, with the status of a national park. It's also home to some of the rarest plants and animals in the UK. The Broads Authority was set up in 1989, with responsibility for conservation, planning, recreation and waterways. The Broads Authority owns or manages a significant number of land, property and other assets. Most of the land and property assets are relatively small, the largest being the land holding at How Hill, but many of these are high profile sites and, in the case of information centres, yacht stations and 24 hour moorings, are extensively used by members of the public. The Authority’s property portfolio also includes offices, operational bases, boatsheds, car parks, toilet blocks, boardwalks and storage facilities. It is important that these assets are managed effectively and efficiently, not only because they contribute to the Authority’s key objectives, but also on legal, financial and health and safety grounds. Historically the Authority has not sought to own significant amounts of land or property except where this has been deemed necessary for the delivery of its key objectives, a good example being the operational base at Griffin Lane, Thorpe St Andrew which was acquired in 2007. More recently however the Authority has been proactive in seeking sites for the disposal of spoil for dredging, and to provide free 24 hour mooring facilities for boaters. 2. Service specification The Broads Authority is seeking a property services consultancy service for a 5 year period 1 June 2019 to 1 June 2024. The requirements for the contract are set out in the inclusive but not exhaustive Schedule 1. It will be for the Broads Authority to decide which of these services it wishes to engage, on terms to be agreed. You will need to ensure that the services provided, where not fully defined, in accordance with all practice notes, guidance and rules of the Royal Institution of Chartered Surveyors, the Royal Institute of British Architects, the Royal Town Planning institute, or where applicable other recognised or professional standards or guidance. It is anticipated that property consultancy services will be offered for tender every 5 years.

Details are expected regarding the hourly rates for the appropriate personnel who will be expected to provide services to the Broads Authority.

Indicative details of the personnel (or grade of personnel) who would deliver the work in the form of a brief CV or person specification;

details of the organisation’s expertise in the provision of services

details of appropriate trade references. The tender response should indicate whether any part of the service is expected to be outsourced. Tenderers should note that the successful contractor:

must not assign or sub-contract the whole or any part of the Contract without the consent of the Authority.

3. Property Consultancy services – Previous expenditure Much additional work was undertaken in 2012 – 2015 on the Authority’s assets which resulted in a substantial increase in costs. The projected costs of property consultancy services provision from April 2016 were slightly reduced to reflect anticipated work required. The table below reflects previous expenditure. 4. Indicative Procurement Timetable The following indicative timetable sets out the planned procurement process, leading to contract award in time for a service start date of 1 June 2019.

Date Activity

w/c 5 January 2019 Tender advertisement / call for tenders

w/c 4 February 2019 Deadline for the publication of responses to Tender questions

15 March 2019, 1.00pm Deadline for submission of tenders

26 March 2019 Evaluation of tenders

w/c 25 March 2019 Selection of preferred bidder

w/c 15 April 2019 Notification of results

5. Conditions of Tender

Completion of tender documents:

It is the responsibility of the tenderer to ensure that they have read and understood

all the documentation included in the package. Tenderers must satisfy themselves as to the accuracy of any and all information.

Tenderers are responsible for ensuring that they have completed the tender fully and accurately and that the prices quoted are arithmetically correct. Amendments to the tender will not be permitted after submission, unless requested by the Authority.

All costs, including travel and associated costs, incurred in relation to this tender are to be borne by the tenderer.

The Authority does not undertake to accept the lowest, or any, offer. Process for questions/clarification:

All questions regarding this tender should be directed to Angie Leeper, Asset Officer

at the Broads Authority by e-mail: angie.leeper@broads-authority.gov.uk.

Tenderers should not provide any proprietary information in their questions. In the interests of fairness, all questions and answers will be shared with all tenderers.

Any contact made directly with any other employee of the Broads Authority, regarding this tender is a violation of the terms of the process and may be cause for disqualifying a tenderer.

2014 - 2015 £55,238.00

April 2015 - 2016 £35,340.99

April 2016 – 2018 ( to date) £44.703.99

Miscellaneous:

This tender process should be viewed as a confidential activity. As such, Broads Authority data must be treated with full confidentiality.

Tenderers should be aware that the Broads Authority is subject to the Freedom of Information Act 2000 and Environmental Information Regulations 1992 and may be obliged to disclose information which you provide as part of this tender process even though it may be regarded as confidential. However, the exemption from disclosure applying to information which, if disclosed, would (or would be likely to) prejudice the commercial interests of any person including the Authority (including such information relating to a procurement exercise) will apply, provided that the public interest in maintaining the exemption outweighs the public interest in disclosing the information.

6. Tender Submission Tender submissions can be returned either by post or electronically. For those who choose to return their tender via post this should be either in the brown tender envelope made available in the tender pack or direct from the Broads Authority by request or by attaching the tender envelope label provided( completed) to a plain envelope and posting to:

Chief Executive, Broads Authority, Yare House, 62-64 Thorpe Road, Norwich, NR1 1RY Please ensure that the envelope is not marked in any way which would make the sender identifiable. This includes franking and/or postage marks. Any tender submission marked in this way will be deemed non-compliant and will invalidate the tender. Tenders that are submitted electronically should be emailed to tenders@broads-authority.gov.uk. It must be clearly marked in the subject line “Tender for property consultancy services”.

The deadline for tender returns is 1.00pm on 15 March 2019. Any tenders received in any other form or after the deadline will not qualify. 7. Tender Evaluation Each tender returned will be evaluated separately on the following criteria:

Tenders will be evaluated to identify the most economically advantageous tender, although the Broads Authority does not commit itself to accept the lowest, or any tender. Tenders also need to be supported by copies of insurance certificates for professional indemnity and employer’s liability insurance with a minimum of £5,000,000 for each claim and without limit to the number of claims. Tenderers who do not hold the required level of insurance cover may indicate the cost of obtaining this additional cover and this will be added to the total cost of the quoted tender price for comparison purposes.

Price 50%

Technical Specification/expertise 20%

Response speed 20%

Trade references 10%

Total 100%

Form 1

Form of Tender To: Dr John Packman

Broads Authority Yare House 62-64 Thorpe Road Norwich NR1 1RY

(Tender – Property Consultancy Services) Having studied the specification and terms of invitation regarding the above contract I/we offer to undertake and complete the work stated as follows:-

Services to be provided at the following hourly rates

Director/Manager Senior Surveyor/Senior Planner Surveyor/Planner Assistant Surveyor/Assistant Planner Technical Assistant

In figures: Hourly rate

£……………………… (excl VAT)

£……………………… (excl VAT) £……………………… (excl VAT) £……………………… (excl VAT)

£……………………… (excl VAT)

Provide details of any period of fixed fees and/or provisions for calculation of annual fee increases: Please detail any additional costs/Rates for mileage etc if not included

Personnel

Please provide or append a brief CV or person specification.

Please provide or append a brief CV or person specification.

Please provide details of your expertise in the required services:

Trade References

Please provide details of two trade referees.

Please provide details of two trade referees.

Insurance

Please confirm you hold adequate insurances as specified above, or provide the cost of obtaining such insurance

Form 1

Form 1 I/we agree that this tender shall remain open to be accepted or not by you and shall not be withdrawn for a period of 6 months from the date for return of this tender. I/we understand that you are not bound to accept the lowest, or any tender you may receive. I/we have completed the attached undertaking regarding Collusive Tendering. Yours sincerely,

Signature

Address

Tel No

Fax No

Print name of company

Form 2

Collusive Tendering: Certificate and Undertaking by Contractor The essence of tendering is that the client shall receive bona fide competitive tenders from those tendering. In recognition of this principle, I/we certify that this is a bona fide tender, intended to be competitive, and that we have not fixed or adjusted the amount of our tender by, under or in accordance with any agreement or arrangement with any other person. I/we also certify that we have not done and we undertake that we will not do at any time before the hour and date specified for the return of this tender any of the following acts:-

1. Communicating to a person other than the person calling for the tenders the amount or approximate amount of the proposed tender, except where the disclosure, in confidence, of the approximate amount of the tender was necessary to obtain insurance premium quotations required for the preparation of the tender;

2. Offering or paying or giving or agreeing to pay or give any sum of money or valuable consideration directly or indirectly to any person for doing or having done work in relation to this or any other Broads Authority tender.

Signed

Date

On behalf of (organisation)

Certificate as to Canvassing

I/we certify that I/we have not canvassed or solicited any member, officer or employee of the Broads Authority, in connection with the award of the tender or any other tender or proposed tender for the service and that no person employed by me/us or acting on my/our behalf has done any such act. I/we further hereby undertake that I/we will not in future canvass or solicit any member, officer or employee of the Authority in connection with the award of this tender or any other tender or proposed tender for the services and that no person employed by me/us or acting on my/our behalf will do any such act.

Signed

Date

On behalf of (organisation)

Form 3

Signed Undertaking

Name of Tenderer __________________________________________________ To: The Broads Authority Having examined the Invitation to Tender and its accompanying documents and being fully satisfied as to my/our abilities and experience in all aspects to satisfy the requirements of the Conditions of Contract and the draft Contract, I/we ____________________________________________________________ of ______________________________________________________________ hereby offer, subject to the Conditions of Contract, to provide an property consultancy service in accordance with Tender Forms 1 to 3 attached hereto pursuant to the Conditions of Contract and upon the terms and Conditions of the draft Contract. Unless and until the formal written Agreement referred to above is prepared and signed, the Tender together with your written acceptance thereof will form a binding Agreement between us. Signed (1) ___________________________ Status ________________________ (2) ___________________________ Status ________________________ (For and on behalf of _________________________________________________) Date _________________________________________

Schedule 1

Contract Requirements

1.0 The Supplier shall, at the request of the Authority, provide professional management,

advice, guidance, negotiation and assistance on property and estates issues including,

but not limited to, the following list.;

Acquisition of freehold and leasehold property

(including rural land, buildings, Timber, Sporting and Mineral Rights)

Disposal (includes letting or other commercial arrangements) of freehold and

leasehold property

Portfolio Management

Expert evidence

Rent reviews

Lease breaks and lease expiries

Lease renewals including production of plans using Ordnance Survey base mapping

(provided) and supply of derived data in shapefile format.

Conduct Topographical surveys (desirable)

Dilapidations; building contract disputes

Advice on Landlord and Tenant issues including Landlord consents, service charges

and claims, negotiation of rent reviews, lease renewals, Assignments and Licences

Rating support services

Valuation of property for all purposes

Planning including expert evidence

Feasibility studies for Development projects

Building surveying services, state of repair, record of condition

General advice on estate and property management

Rating appeals

General cost advice

Compulsory purchase

Way-leaves and easements

Viability appraisal for Agricultural developments

This is an inclusive but not exhaustive list of requirements.

Schedule 1

The Supplier must provide a statement in writing setting out their detailed understanding of the brief, proposed approach to the task and fee proposal, and must agree the level of expertise and experience of the personnel to be involved with the Authority. Whenever recommendations or advice is being given on financial settlements or valuations,

the assessments should be fully supported with relevant data including comparable

information of market transactions and costed breakdowns of other factors having an effect

on value.

Where Estates Services require a conclusion to be legally formalised the Supplier will work with the Authority’s appointed legal advisor, providing all necessary information and guidance to ensure a timely and satisfactory conclusion to the transaction.

Where the Services result in any changes to the Authority’s estate, the Supplier is to provide

all necessary assistance and information, to update the Authority’s property records.

The Supplier will provide comprehensive and timely advice for the Authority, as landlord or

tenant, on the most appropriate course of action to be taken at an imminent break or expiry

including, liaising with the Authority’s appointed legal advisors if required. This can include

lease termination

Services required by the Authority are expected in a prompt and timely manner and will be

designated as three categories depending on the urgency of the response required.

Urgent, response expected within 24 hours

High, response within 48 hours

Standard, response within 4 days.

nplaw Norfolk County Council

County Hall Martineau Lane

Norwich Norfolk

NR1 2DH [ref nplaw/]

Appendix 1 Condition of Contract

Dated 201[*]

THE BROADS AUTHORITY

and

PARTY 2

Agreement for the Provision of

Property Consultancy Services

TABLE OF CONTENTS

1. Definitions and Interpretation ........................................................................... 1 2. Term ................................................................................................................ 9 3. Due diligence and Supplier's warranty ............................................................. 9

4. Supply of services ......................................................................................... 10 5. Service standards .......................................................................................... 10 6. Compliance.................................................................................................... 11 7. Authority's Premises and Assets ................................................................... 12 8. Payment ........................................................................................................ 13

9. Key personnel ................................................................................................ 15 10. Other personnel used to provide the services ............................................... 16 11. Reporting and meetings ................................................................................ 17

12. Monitoring ...................................................................................................... 17 13. Variation ........................................................................................................ 17 14. Dispute resolution .......................................................................................... 17 15. Sub-Contracting and assignment .................................................................. 18 16. Limitation of liability ....................................................................................... 19

17. Insurance ....................................................................................................... 20 18. Freedom of information ................................................................................. 21 19. Data processing ............................................................................................. 22

20. Confidentiality ................................................................................................ 25 21. Audit .............................................................................................................. 26 22. Intellectual property ....................................................................................... 28

23. Termination for breach .................................................................................. 28

24. Termination on notice .................................................................................... 29 25. Force majeure ............................................................................................... 29 26. Prevention of bribery ..................................................................................... 30

27. Consequences of termination or expiry ......................................................... 32 28. Waiver ........................................................................................................... 32

29. Rights and remedies ...................................................................................... 32 30. Severability .................................................................................................... 32 31. Partnership or agency ................................................................................... 33 32. Third party rights ............................................................................................ 33

33. Publicity ......................................................................................................... 33 34. Notices .......................................................................................................... 33 35. Counterparts .................................................................................................. 34

36. Governing law ................................................................................................ 34 37. Jurisdiction..................................................................................................... 34 SCHEDULE 1 - Specification ................................................................................... 36 SCHEDULE 2 - Supplier's Tender ............................................................................ 37

SCHEDULE 3 - Charges and payment .................................................................... 38 SCHEDULE 4 - Contract management .................................................................... 39 SCHEDULE 5 - Exit management plan .................................................................... 40 SCHEDULE 6 - TUPE .............................................................................................. 41 SCHEDULE 7 - Commercially sensitive information ................................................ 42

SCHEDULE 8 - Authority's Premises and Assets .................................................... 43 SCHEDULE 9 - Insurance ........................................................................................ 44 SCHEDULE 10 - Data processing ............................................................................ 45

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THIS AGREEMENT IS MADE ON THE DAY OF 201[*]

BETWEEN

(1) The Broads Authority of Yare House, 62 – 64 Thorpe Road, Norwich, NR1 1RY (the Authority); and

(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS](the Supplier).

RECITALS

(A) [The Authority sought proposals for the provision of Property Consultancy Services by means of a public tender exercise ][The Authority placed a contract notice [REFERENCE] on [DATE] in the Official Journal of the European Union seeking expressions of interest from potential providers for the provision of [INSERT OUTLINE OF SERVICES].]

(B) The Authority has, through a competitive process, selected the Supplier to provide these services and the Supplier is willing and able to provide the services in accordance with the terms and conditions of this agreement.

IT IS HEREBY AGREED

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause apply in this agreement.

Associated Company: any holding company from time to time of the Supplier and any subsidiary from time to time of the Supplier, or any subsidiary of any such holding company.

Authorised Representatives: the persons respectively designated as such by the Authority and the Supplier, the first such persons being set out in Schedule 4.

Authority Assets: any materials, plant or equipment owned or held by the Authority and provided by the Authority to the Supplier for use in providing the Services[ as identified in Schedule 8].

Authority's Premises: the premises identified in Schedule 8 and which are to be made available for use by the Supplier for the provision of the Services on the terms set out in this agreement.

Best Industry Practice: the standards which fall within the upper quartile in the relevant industry for the provision of comparable services which are substantially similar to the Services or the relevant part of them, having regard to factors such as the nature

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and size of the parties, the KPIs, the term, the pricing structure and any other relevant factors.

Bribery Act: the Bribery Act 2010 together with any guidance or codes of practice issued by the relevant government department concerning the legislation.

Catastrophic Failure:

(a) [a failure by the Supplier for whatever reason to implement the Disaster Recovery Plan successfully and in accordance with its terms on the occurrence of a Disaster;]

(b) any action by the Supplier, whether in relation to the Services and this agreement or otherwise, which in the reasonable opinion of the Authority's Authorised Representative has or may cause significant harm to the reputation of the Authority;

(c) [INSERT OTHERS].

Charges: the charges which shall become due and payable by the Authority to the Supplier in respect of the Services in accordance with the provisions of this agreement, as such charges are set out in Schedule 3.

Commencement Date: the date of this agreement.

Commercially Sensitive Information: the information listed in Schedule 7 comprising the information of a commercially sensitive nature relating to the Supplier, its intellectual property rights or its business or which the Supplier has indicated to the Authority that, if disclosed by the Authority, would cause the Supplier significant commercial disadvantage or material financial loss.

Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with this agreement, including but not limited to:

(a) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, suppliers or plans of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

(b) any information developed by the parties in the course of carrying out this agreement;

(c) Personal Data;

(d) any Commercially Sensitive Information.

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Contract Year: a period of 12 months, commencing on the [Commencement Date OR [INSERT DATE OF SERVICE COMMENCEMENT]].

Controller: as defined in the Data Protection Legislation.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party].

Data Subject: as defined in the Data Protection Legislation.

Default Notice: is defined in clause 4.2.

Dispute Resolution Procedure: the procedure set out in clause 14.

EIRs: the Environmental Information Regulations 2004 (SI 2004/3391) together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations.

Exit Management Plan: the plan set out in Schedule 5.

.

FOIA: the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.

Force Majeure: any circumstance not within a party's reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;

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(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (excluding any labour or trade dispute, strike, industrial action or lockout confined to the Supplier's workforce or the workforce of any Subcontractor of the Supplier).

Health and Safety Policy: the health and safety policy of the Authority as provided to the Supplier on or before the Commencement Date and as subsequently provided to the Supplier from time to time except any provision of any such subsequently provided policy that cannot be reasonably reconciled to ensuring compliance with applicable Law regarding health and safety.

Information: has the meaning given under section 84 of FOIA.

Initial Term: the period commencing on the Commencement Date and ending on the [NUMBER] anniversary of the Commencement Date.

Insolvency Event: where:

(a) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply];

(b) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of that other party];

(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company, limited liability partnership or partnership) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];

(d) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to

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appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company);

(e) the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;

(g) [the Supplier (being an individual) is the subject of a bankruptcy petition or order;]

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

(i) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h) (inclusive); [or]

(j) the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business[; or]

(k) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and [neighbouring and] related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Key Personnel: those personnel identified Schedule 4 for the roles attributed to such personnel, as modified pursuant to clause 9.

Law: any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of section 2 of the European Communities

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Act 1972, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Supplier is bound to comply.

Management Reports: the reports to be prepared and presented by the Supplier in accordance with clause 11 and Schedule 4.

Necessary Consents: all approvals, certificates, authorisations, permissions, licences, permits, regulations and consents necessary from time to time for the performance of the Services [including without limitation all [INSERT DETAILS OF SPECIFIC CONSENTS REQUIRED (IF ANY)]].

[Payment Plan: the plan for payment of the Charges as set out in Schedule 3.]

Personal Data: as defined in the Data Protection Legislation.

Processor: as defined in the Data Protection Legislation.

Prohibited Act: the following constitute Prohibited Acts:

(a) to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to: (i) induce the person to perform improperly a relevant function or activity; or (ii) reward that person for improper performance of a relevant function or activity;

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

(c) committing any offence: (i) under the Bribery Act; (ii) under legislation or common law concerning fraudulent acts; or (iii) defrauding, attempting to defraud or conspiring to defraud the Authority;

(d) any activity, practice or conduct which would constitute one of the offences listed under (a) to (c), if such activity, practice or conduct had been carried out in the UK.

Regulated Activity: in relation to children shall have the same meaning as set out in Part 1 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006 and in relation to vulnerable adults shall have the same meaning as set out in Part 2 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006.

Regulated Activity Provider: shall have the same meaning as set out in section 6 of the Safeguarding Vulnerable Groups Act 2006.

Relevant Transfer: a relevant transfer for the purposes of TUPE.

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Remediation Notice: a notice served by the Authority in accordance with clause 23.1.1.

Replacement Services: any services that are identical or substantially similar to any of the Services and which the Authority receives in substitution for any of the Services following the termination or expiry of this agreement, whether those services are provided by the Authority internally or by any Replacement Supplier.

Replacement Supplier: any third party supplier of Replacement Services appointed by the Authority from time to time.

Representatives: means, in relation to a party, its employees, officers, representatives and advisors.

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

Services: the services to be delivered by or on behalf of the Supplier under this agreement, as more particularly described in Schedule 1.

Supplier Party: the Supplier's agents and contractors, including each Sub-Contractor.

Supplier's Personnel: all employees, staff, other workers, agents and consultants of the Supplier and of any Sub-Contractors who are engaged in the provision of the Services from time to time.

Supplier's Tender: the tender submitted by the Supplier and other associated documentation set out in Schedule 2.

Sub-Contract: any contract between the Supplier and a third party pursuant to which the Supplier agrees to source the provision of any of the Services from that third party.

Sub-Contractor: the contractors or suppliers that enter into a Sub-Contract with the Supplier.

Term: [ insert years]

Termination Date: the date of expiry or termination of this agreement.

Termination Payment Default: is defined in Schedule 3.

TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246).

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data

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Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Working Day: Monday to Friday, excluding any public holidays in England and Wales.

Working Hours: the period from [9.00 am to 5.00pm] on any Working Day.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation for the time being in force made under it.

1.9 A reference to writing or written includes fax [but not OR and] e-mail.

1.10 [Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.]

1.11 A reference in this agreement to any other agreement or a document is a reference to such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.12 References to clauses and schedules are to the clauses and schedules of this agreement and references to paragraphs are to paragraphs of the relevant schedule.

1.13 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit

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the sense of the words, description, definition, phrase or term preceding those terms.

1.14 If there is any conflict or inconsistency between the provisions in the main body of this agreement and the schedules, such conflict or inconsistency shall be resolved according to the following order of priority:

1.14.1 the clauses of the agreement;

1.14.2 Schedule 1 to this agreement;

1.14.3 the remaining schedules to this agreement other than Schedule 2;

1.14.4 Schedule 2 to this agreement.

Commencement and duration

2. TERM

This agreement shall take effect on the Commencement Date and shall continue for the Term, unless terminated earlier in accordance with clause .

3. DUE DILIGENCE AND SUPPLIER'S WARRANTY

3.1 The Supplier acknowledges and confirms that:

3.1.1 the Authority has delivered or made available to the Supplier all of the information and documents that the Supplier considers necessary or relevant for the performance of its obligations under this agreement;

3.1.2 it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied or made available to it by or on behalf of the Authority pursuant to clause 3.1.1;

3.1.3 it has satisfied itself (whether by inspection or having raised all relevant due diligence questions with the Authority before the Commencement Date) of all relevant details relating to the performance of its obligations under this agreement (including without limitation the suitability of Authority Premises); and

3.1.4 it has entered into this agreement in reliance on its own due diligence.

3.2 Save as provided in this agreement, no representations, warranties or conditions are given or assumed by the Authority in respect of any information which is provided to the Supplier by the Authority and

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any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.

3.3 The Supplier:

3.3.1 warrants and represents that all information and statements made by the Supplier as a part of the procurement process, including without limitation the Supplier's Tender or response to any pre-qualification questionnaire (if applicable), remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the agreement; and

3.3.2 shall promptly notify the Authority in writing if it becomes aware during the performance of this agreement of any inaccuracies in any information provided to it by the Authority during such due diligence which materially and adversely affects its ability to perform the Services.

3.4 Nothing in this clause 3 shall limit or exclude the liability of the Authority for fraud or fraudulent misrepresentation.

The services

4. SUPPLY OF SERVICES

4.1 The Supplier shall provide the Services to the Authority with effect from the [Commencement Date OR [INSERT SERVICE COMMENCEMENT DATE]] and for the duration of this agreement in accordance with the provisions of this agreement, including without limitation Schedule 1 and Schedule 2.

4.2 In the event that the Supplier does not comply with the provisions of clause 4.1 in any way, the Authority may serve the Supplier with a notice in writing setting out the details of the Supplier's default (a Default Notice).

5. SERVICE STANDARDS

5.1 The Supplier shall provide the Services, or procure that they are provided:

5.1.1 with reasonable skill and care and in accordance with Best Industry Practice;

5.1.2 in all respects in accordance with the Authority's policies set out in Schedule 1; and

5.1.3 in accordance with all applicable Law.

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6. COMPLIANCE

6.1 The Supplier shall ensure that all Necessary Consents are in place to provide the Services and the Authority shall not (unless otherwise agreed in writing) incur any additional costs associated with obtaining, maintaining or complying with the same.

6.2 Where there is any conflict or inconsistency between the provisions of this agreement and the requirements of a Necessary Consent, then the latter shall prevail, provided that the Supplier has made all reasonable attempts to obtain a Necessary Consent in line with the requirements of the Services and the Supplier has notified the Authority in writing.

6.3 The Supplier shall (and shall procure that the Supplier's Personnel shall) perform its obligations under this agreement (including those in relation to the Services) in accordance with:

6.3.1 all applicable Law regarding health and safety; and

6.3.2 the Health and Safety Policy whilst at the Authority Premises.

6.4 Each Party shall notify the other as soon as practicable of any health and safety incidents or material health and safety hazards at the Authority Premises of which it becomes aware and which relate to or arise in connection with the performance of this agreement. The Supplier shall instruct the Supplier's Personnel to adopt any necessary associated safety measures in order to manage any such material health and safety hazards.

6.5 Without limiting the general obligation set out in clause 5, the Supplier shall (and shall procure that the Supplier's Personnel shall):

6.5.1 perform its obligations under this agreement (including those in relation to the Services) in accordance with:

(a) all applicable equality law (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise);

(b) [the Authority's equality and diversity policy as provided to the Supplier from time to time;]

(c) any other requirements and instructions which the Authority reasonably imposes in connection with any equality obligations imposed on the Authority at any time under applicable equality law;

6.5.2 [take all necessary steps, and inform the Authority of the steps taken, to prevent unlawful discrimination designated as

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such by any court or tribunal, or the Equality and Human Rights Commission or (any successor organisation)[; and]]

6.5.3 [at all times comply with the provisions of the Human Rights Act 1998 in the performance of this agreement. The Supplier shall also undertake, or refrain from undertaking, such acts as the Authority requests so as to enable the Authority to comply with its obligations under the Human Rights Act 1998.]

7. AUTHORITY'S PREMISES AND ASSETS

7.1 The Authority shall, subject to clause 6 and clause 10 [and the provisions of the [lease OR licence] set out in Schedule 8], provide the Supplier (and its Sub-Contractors) with access to such parts of the Authority's Premises as the Supplier reasonably requires for the purposes only of providing the Services. The Supplier's right of access will terminate upon termination of this agreement, subject to clause 7.3.

7.2 The Authority shall provide the Supplier with such accommodation and facilities in the Authority's Premises as is specified in Schedule 8 or which is otherwise agreed by the parties from time to time.

7.3 Subject to the requirements of clause 27 and the Exit Management Plan, in the event of the expiry or termination of the agreement, the Authority shall on reasonable notice provide the Supplier with such access as the Supplier reasonably requires to the Authority's Premises to remove any of the Supplier's equipment. All such equipment shall be promptly removed by the Supplier.

7.4 The Supplier shall ensure that:

7.4.1 where using the Authority's Premises and any Authority Assets they are kept properly secure and it will comply and cooperate with the Authority's security requirements from time to time regarding the security of the same;

7.4.2 only those of the Supplier's Personnel that are duly authorised to enter upon the Authority's Premises for the purposes of providing the Services, do so;

7.4.3 any Authority Assets used by the Supplier are maintained (or restored at the end of the Term) in the same or similar condition as at the Commencement Date (fair wear and tear excepted) and are not removed from Authority Premises unless expressly permitted under this agreement or by the Authority's Authorised Representative; and

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7.4.4 any Authority Assets are used with all reasonable care and skill and in accordance with any manufacturer guidelines or instructions.

7.5 The Authority shall maintain and repair the Authority Assets, however, where such maintenance or repair arises directly from the act, omission, default or negligence of the Supplier or its representatives (fair wear and tear excluded) the costs incurred by the Authority in maintaining and repairing the same shall be recoverable from the Supplier as a debt.

7.6 The Supplier shall notify the Authority immediately on becoming aware of any damage caused by the Supplier, its agents, employees or Sub-Contractors to any property of the Authority, to any of the Authority's Premises or to any property of any other recipient of the Services in the course of providing the Services.

7.7 [The Supplier shall indemnify the Authority against all and any damage to the Authority Premises and the Authority Assets caused by the same.]

CHARGES AND PAYMENT

8. PAYMENT

[THE TENDER PRICES WILL BE FIXED FOR THE FIRST YEAR OF THE CONTRACT AND THE RATE

AND MECHANISM OF ANY SUBSEQUENT ANNUAL INCREASE DETERMINED WITH REFERENCE

TO TENDER SUBMISSIONS.]

8.1 In consideration of the provision of the Services by the Supplier in accordance with the terms and conditions of this agreement, the Authority shall pay the Charges to the Supplier [in accordance with the Payment Plan].

8.2 Unless otherwise stated in Schedule 3, the Charges:

8.2.1 shall remain fixed during the Term; and

8.2.2 is the entire price payable by the Authority to the Supplier in respect of the Services and includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Supplier's Personnel.

8.3 The Supplier shall invoice the Authority for payment of the Charges at [the end of each calendar month OR at the time the Charges are expressed to be payable in accordance with the Payment Plan]. All invoices shall be directed to the Authority's Authorised Representative and shall contain such information as the Authority may inform the Supplier from time to time. [Any such invoices shall take into account any Service Credits which have been accrued in the previous period.]

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8.4 Where the Supplier submits an invoice to the Authority in accordance with clause 8.3, the Authority will consider and verify that invoice [in a timely fashion OR within [7] days].

8.5 The Authority shall pay the Supplier any sums due under such an invoice no later than a period of 30 days from the date on which the Authority has determined that the invoice is valid and undisputed.

8.6 Where the Authority fails to comply with clause 8.4, and there is an undue delay in considering and verifying the invoice, the invoice shall be regarded as valid and undisputed for the purposes of clause 8.5 [after a reasonable time has passed OR [7] days] after the date on which it is received by the Authority.

8.7 Where the Supplier enters into a Sub-Contract, the Supplier shall include in that Sub-Contract:

8.7.1 provisions having the same effect as clause 8.4 to clause 8.6 of this agreement; and

8.7.2 a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause 8.4 to clause 8.6 of this agreement.

In thisclause 8.7, "Sub-Contract" means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this agreement.

8.8 Where any party disputes any sum to be paid by it then a payment equal to the sum not in dispute shall be paid and the dispute as to the sum that remains unpaid shall be determined in accordance with clause 14. Provided that the sum has been disputed in good faith, interest due on any sums in dispute shall not accrue until the earlier of [NUMBER] days after resolution of the dispute between the parties.

8.9 The Supplier shall not suspend the supply of the Services if any payment is overdue [unless it is entitled to terminate this agreement under clause 23.4 for failure to pay undisputed charges].

8.10 The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Authority following delivery of a valid VAT invoice. The Supplier shall indemnify the Authority against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Authority at any time in respect of the Supplier's failure to account for, or to pay, any VAT relating to payments made to the Supplier under this agreement.

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8.11 The Supplier shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Authority pursuant to this agreement. Such records shall be retained for inspection by the Authority for [NUMBER] years from the end of the Contract Year to which the records relate.

8.12 The Authority may retain or set off any sums owed to it by the Supplier which have fallen due and payable against any sums due to the Supplier under this agreement or any other agreement pursuant to which the Supplier or any Associated Company of the Supplier provides goods or services to the Authority.

8.13 If the Authority wishes to set off any amount owed by the Supplier to the Authority against any amount due to the Supplier pursuant to clause 8.12 it shall give notice to the Supplier within 30 days of receipt of the relevant invoice, setting out the Authority's reasons for withholding or retaining the relevant Charges.

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

Staff

9. KEY PERSONNEL

9.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Key Personnel shall be those people who are identified by each party as being key to the success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible.

9.2 The Supplier shall not remove or replace any of the Key Personnel unless:

9.2.1 requested to do so by the Authority;

9.2.2 the person is on long-term sick leave;

9.2.3 the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction;

9.2.4 the person resigns from their employment with the Supplier; or

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9.2.5 the Supplier obtains the prior written consent of the Authority.

9.3 The Supplier shall inform the Authority of the identity and background of any replacements for any of the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within [NUMBER] Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be unsuitable for any reason.

9.4 Each party shall ensure that the role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than [NUMBER] Working Days. Any replacement shall be as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant.

9.5 The Authority may require the Supplier to remove, or procure the removal of, any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities.

9.6 If the Supplier replaces the Key Personnel as a consequence of this clause 9, the cost of effecting such replacement shall be borne by the Supplier.

10. OTHER PERSONNEL USED TO PROVIDE THE SERVICES

10.1 At all times, the Supplier shall ensure that:

10.1.1 each of the Supplier's Personnel is suitably qualified, adequately trained and capable of providing the applicable Services in respect of which they are engaged;

10.1.2 there is an adequate number of Supplier's Personnel to provide the Services properly;

10.1.3 only those people who are authorised by the Supplier (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and

10.1.4 all of the Supplier's Personnel comply with all of the Authority's policies including those that apply to persons who are allowed access to the applicable Authority's Premises.

10.2 The Authority may refuse to grant access to, and remove, any of the Supplier's Personnel who do not comply with any such policies, or if they otherwise present a security threat.

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10.3 The Supplier shall replace any of the Supplier's Personnel who the Authority reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Supplier's Personnel for any reason, the Supplier shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services.

10.4 The Supplier shall maintain up-to-date personnel records on the Supplier's Personnel engaged in the provision of the Services and shall provide information to the Authority as the Authority reasonably requests on the Supplier's Personnel. The Supplier shall ensure at all times that it has the right to provide these records in compliance with the applicable Data Protection Legislation.

10.5 [The Supplier shall use its reasonable endeavours to ensure continuity of personnel and to ensure that the turnover rate of its staff engaged in the provision or management of the Services is at least as good at the prevailing industry norm for similar services, locations and environments.]

Contract management

11. REPORTING AND MEETINGS

11.1 The Supplier shall provide the Management Reports in the form and at the intervals set out in Schedule 4.

11.2 The Authorised Representatives and relevant Key Personnel shall meet in accordance with the details set out in Schedule 4 and the Supplier shall, at each meeting, present its previously circulated Management Reports [and Financial Reports] in the format set out in that Schedule.

12. MONITORING

12.1 The Authority may monitor the performance of the Services by the Supplier.

12.2 The Supplier shall co-operate, and shall procure that its Sub-Contractors co-operate, with the Authority in carrying out the monitoring referred to in clause 12.1 at no additional charge to the Authority.

13. VARIATION

13.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. DISPUTE RESOLUTION

14.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then[ except as

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expressly provided in this agreement,] the parties shall follow the procedure set out in this clause:

14.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Authorised Representatives shall attempt in good faith to resolve the Dispute;

14.1.2 if the Authorised Representatives are for any reason unable to resolve the Dispute within [30] days of service of the Dispute Notice, the Dispute shall be referred to the Authority's [SENIOR OFFICER TITLE] and the Supplier's [SENIOR OFFICER TITLE] who shall attempt in good faith to resolve it; and

14.1.3 if the Authority's [SENIOR OFFICER TITLE] and the Supplier's [SENIOR OFFICER TITLE] are for any reason unable to resolve the Dispute within [30] days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. [A copy of the ADR notice should be sent to CEDR.] The mediation will start not later than [NUMBER] days after the date of the ADR notice.

14.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 36 which clause shall apply at all times.

15. SUB-CONTRACTING AND ASSIGNMENT

15.1 Subject to clause 15.3, neither party shall assign, novate, subcontract or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority, such consent not to be unreasonably withheld.

15.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall:

15.2.1 remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors;

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15.2.2 impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and

15.2.3 provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority's Authorised Representative.

15.3 The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any such novation) the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority.

15.4 Provided that the Authority has given prior written consent, the Supplier shall be entitled to novate the agreement where:

15.4.1 the specific change in contractor was provided for in the procurement process for the award of this agreement;

15.4.2 there has been a universal or partial succession into the position of the Supplier, following a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of this agreement.

Liability

16. LIMITATION OF LIABILITY

16.1 Subject to clause 16.2, neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement.

16.2 Notwithstanding the provisions of clause 16.1, the Supplier assumes responsibility for and acknowledges that the Authority may, amongst other things, recover:

16.2.1 sums paid by the Authority to the Supplier pursuant to this agreement, in respect of any services not provided in accordance with the agreement;

16.2.2 wasted expenditure;

16.2.3 additional costs of procuring and implementing replacements for, or alternatives to, the Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials; and

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16.2.4 losses incurred by the Authority arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any Subcontract, Supplier's Personnel, regulator or customer of the Authority) against the Authority caused by the act or omission of the Supplier;

16.3 Each party shall at all times take all reasonable steps to minimise and mitigate any loss or damage arising out of or in connection with this agreement, including any losses for which the relevant party is entitled to bring a claim against the other party pursuant to the indemnities in this agreement.

16.4 Notwithstanding any other provision of this agreement neither party limits or excludes its liability for:

16.4.1 fraud or fraudulent misrepresentation;

16.4.2 death or personal injury caused by its negligence (or the negligence of its personnel, agents or subcontractors);

16.4.3 breach of any obligation as to title implied by statute; or

16.4.4 any other liability for which may not be limited under any applicable law.

17. INSURANCE

17.1 The Supplier shall at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing [as a minimum the levels of cover set out in Schedule 9 OR as a minimum the following levels of cover:

17.1.1 [public liability insurance with a limit of indemnity of not less than £[INSERT AMOUNT] in relation to any one claim or series of claims;]

17.1.2 [employer's liability insurance with a limit of indemnity of not less than £[INSERT AMOUNT] OR in accordance with any legal requirement for the time being in force in relation to any one claim or series of claims;]

17.1.3 [professional indemnity insurance with a limit of indemnity of not less than £[INSERT AMOUNT] in relation to any one claim or series of claims and shall ensure that all professional consultants or Sub-Contractors involved in the provision of the Services hold and maintain appropriate cover;]

17.1.4 [product liability insurance with a limit of indemnity of not less than £[INSERT AMOUNT] in relation to any one claim or series of claims,]

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(the Required Insurances). The cover shall be in respect of all risks which may be incurred by the Supplier, arising out of the Supplier's performance of the agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier.]

17.2 The Supplier shall give the Authority, on request, copies of all insurance policies referred to in this clause or a broker's verification of insurance to demonstrate that the Required Insurances are in place, together with receipts or other evidence of payment of the latest premiums due under those policies.

17.3 If, for whatever reason, the Supplier fails to give effect to and maintain the Required Insurances, the Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier.

17.4 The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the agreement.

17.5 [The Supplier shall hold and maintain the Required Insurances for a minimum of six years following the expiration or earlier termination of the agreement.]

Information

18. FREEDOM OF INFORMATION

18.1 The Supplier acknowledges that the Authority is subject to the requirements of the FOIA and the EIRs. The Supplier shall:

18.1.1 provide all necessary assistance and cooperation as reasonably requested by the Authority to enable the Authority to comply with its obligations under the FOIA and EIRs;

18.1.2 transfer to the Authority all Requests for Information relating to this agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt;

18.1.3 provide the Authority with a copy of all Information belonging to the Authority requested in the Request For Information which is in its possession or control in the form that the Authority requires within 5 Working Days (or such other period as the Authority may reasonably specify) of the Authority's request for such Information; and

18.1.4 not respond directly to a Request For Information unless authorised in writing to do so by the Authority.

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18.2 The Supplier acknowledges that the Authority may be required under the FOIA and EIRs to disclose Information (including Commercially Sensitive Information) without consulting or obtaining consent from the Supplier. The Authority shall take reasonable steps to notify the Supplier of a Request For Information (in accordance with the Secretary of State's section 45 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this agreement) the Authority shall be responsible for determining in its absolute discretion whether any Commercially Sensitive Information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs.

18.3 Notwithstanding any other term of this agreement, the Supplier consents to the publication of this agreement in its entirety (including variations), subject only to the redaction of information that is exempt from disclosure in accordance with the provisions of the FOIA and EIRs.

18.4 The Authority shall, prior to publication, consult with the Supplier on the manner and format of publication and to inform its decision regarding any redactions but shall have the final decisions in its absolute discretion. The Supplier shall assist and co-operate with the Authority to enable the Authority to publish this agreement.

19. DATA PROCESSING

19.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 19, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

19.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Authority is the Controller and the Supplier is the Processor. Schedule 10 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.

19.3 Without prejudice to the generality of clause 19.1, the Authority will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.

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19.4 Without prejudice to the generality of clause 19.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:

19.4.1 process that Personal Data only on the documented written instructions of the Authority which are set out in Schedule 10, unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Authority of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

19.4.2 ensure that it has in place appropriate technical and organisational measures (as defined in the Data Protection Legislation), reviewed and approved by the Authority, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

19.4.3 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Authority has been obtained and the following conditions are fulfilled:

(a) the Authority or the Supplier has provided appropriate safeguards in relation to the transfer;

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

(c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

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(d) the Supplier complies with the reasonable instructions notified to it in advance by the Authority with respect to the processing of the Personal Data;

19.4.4 notify the Authority immediately if it receives:

(a) a request from a Data Subject to have access to that person's Personal Data;

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

(c) receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation (including any communication from the Information Commissioner);

19.4.5 assist the Authority in responding to any request from a Data Subject and in ensuring compliance with the Authority's obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

19.4.6 notify the Authority without undue delay on becoming aware of a Personal Data breach including without limitation any event that results, or may result, in unauthorised access, loss, destruction, or alteration of Personal Data in breach of this agreement;

19.4.7 at the written direction of the Authority, delete or return Personal Data and copies thereof to the Customer on termination or expiry of the agreement unless required by the Applicable Laws to store the Personal Data;

19.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 19 and allow for audits by the Authority or the Authority's designated auditor pursuant to clause 21 and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

19.5 The Supplier shall indemnify the Authority against any losses, damages, cost or expenses incurred by the Authority arising from, or in connection with, any breach of the Supplier's obligations under this clause 19.

19.6 Where the Supplier intends to engage a Sub-Contractor pursuant to clause 15 and intends for that Sub-Contractor to process any Personal Data relating to this agreement, it shall:

19.6.1 notify the Authority in writing of the intended processing by the Sub-Contractor;

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19.6.2 obtain prior written consent from the Authority to the processing;

19.6.3 enter into a written agreement incorporating terms which are substantially similar to those set out in this clause clause 19.

19.7 Either party may, at any time on not less than 30 Working Days' written notice to the other party, revise this clause 19 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

19.8 The provisions of this clause shall apply during the continuance of the agreement and indefinitely after its expiry or termination.

20. CONFIDENTIALITY

20.1 Subject to clause 20.2, each party shall keep the other party's Confidential Information confidential and shall not:

20.1.1 use such Confidential Information except for the purpose of performing its rights and obligations under or in connection with this agreement; or

20.1.2 disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 20.

20.2 The obligation to maintain confidentiality of Confidential Information does not apply to any Confidential information:

20.2.1 which the other party confirms in writing is not required to be treated as Confidential Information;

20.2.2 which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;

20.2.3 which a party is required to disclose by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable Law, including the FOIA or the EIRs;

20.2.4 which is in or enters the public domain other than through any disclosure prohibited by this agreement;

20.2.5 which a party can demonstrate was lawfully in its possession prior to receipt from the other party; or

20.2.6 which is disclosed by the Authority on a confidential basis to any central government or regulatory body.

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20.3 A party may disclose the other party's Confidential information to those of its Representatives who need to know such Confidential Information for the purposes of performing or advising on the party's obligations under this agreement, provided that:

20.3.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

20.3.2 it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this agreement,

20.3.3 and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 20.3.

20.4 The provisions of this clause 20 shall survive for a period of [INSERT] years from the Termination Date.

21. AUDIT

21.1 During the Term and for a period of [NUMBER] years after the Termination Date, the Authority (acting by itself or through its Representatives) may conduct an audit of the Supplier, including for the following purposes:

21.1.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this agreement) and/or the costs of all suppliers (including Sub-Contractors) of the Services [at the level of detail agreed in Schedule 3 (Payment)];

21.1.2 to review the integrity, confidentiality and security of any data relating to the Authority or any service users;

21.1.3 to review the Supplier's compliance with the Data Protection Legislation, the FOIA, in accordance with clause 19 (Data Protection) and clause 18 (Freedom of Information) and any other legislation applicable to the Services;

21.1.4 to review any records created during the provision of the Services;

21.1.5 to review any books of account kept by the Supplier in connection with the provision of the Services;

21.1.6 to carry out the audit and certification of the Authority's accounts;

21.1.7 to carry out an examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and

27

effectiveness with which the Authority has used its resources;

21.1.8 to verify the accuracy and completeness of the Management Reports delivered or required by this agreement.

21.2 Except where an audit is imposed on the Authority by a regulatory body, the Authority may not conduct an audit under this clause 21 more than twice in any calendar year.

21.3 The Authority shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services.

21.4 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Authority and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including:

21.4.1 all information requested by the above persons within the permitted scope of the audit;

21.4.2 reasonable access to any sites and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and

21.4.3 access to the Supplier's Personnel.

21.5 The Authority shall endeavour to (but is not obliged to) provide at least [15] Working Days' notice of its intention or, where possible, a regulatory body's intention, to conduct an audit.

21.6 The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material failure to perform its obligations under this agreement in any material manner by the Supplier in which case the Supplier shall reimburse the Authority for all the Authority's reasonable costs incurred in the course of the audit.

21.7 If an audit identifies that:

21.7.1 the Supplier has failed to perform its obligations under this agreement in any material manner, the parties shall agree and implement a remedial plan. If the Supplier's failure relates to a failure to provide any information to the Authority about the Charges, proposed Charges or the Supplier's costs, then the remedial plan shall include a requirement for the provision of all such information;

21.7.2 the Authority has overpaid any Charges, the Supplier shall pay to the Authority the amount overpaid within [20] days.

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The Authority may deduct the relevant amount from the Charges if the Supplier fails to make this payment; and

21.7.3 the Authority has underpaid any Charges, the Authority shall pay to the Supplier the amount of the under-payment [less the cost of audit incurred by the Authority if this was due to a default by the Supplier in relation to invoicing] within [20] days.

22. INTELLECTUAL PROPERTY

22.1 In the absence of prior written agreement by the Authority to the contrary, all Intellectual Property Rights created by the Supplier or Supplier's Personnel:

22.1.1 in the course of performing the Services; or

22.1.2 exclusively for the purpose of performing the Services,

shall vest in the Authority on creation.

22.2 The Supplier shall indemnify the Authority against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the availability of the Services, except to the extent that they have been caused by or contributed to by the Authority's acts or omissions.

Termination

23. TERMINATION FOR BREACH

23.1 The Authority may terminate this agreement in whole or part with immediate effect by the service of written notice on the Supplier in the following circumstances:

23.1.1 if the Supplier is in breach of any material obligation under this agreement provided that if the breach is capable of remedy, the Authority may only terminate this agreement under this clause 23.1 if the Supplier has failed to remedy such breach within [28 days] of receipt of notice from the Authority (a Remediation Notice) to do so;

23.1.2 if there is an Insolvency Event.

23.1.3 if there is a change of control of the Supplier within the meaning of section 1124 of the Corporation Tax Act 2010.

29

23.1.4 the Authority reasonably believes that the circumstances set out in regulation 73(1) of the Public Contracts Regulations 2015 apply.

23.2 The Authority may terminate this agreement in accordance with the provisions of clause 25 and clause 26.

23.3 If this agreement is terminated by the Authority pursuant to this clause 23, such termination shall be at no loss or cost to the Authority and the Supplier hereby indemnifies the Authority against any such losses or costs which the Authority may suffer as a result of any such termination.

23.4 The Supplier may terminate this agreement in the event that the Authority commits a Termination Payment Default by giving 30 days' written notice to the Authority. In the event that the Authority remedies the Termination Payment Default in the 30 day notice period, the Supplier's notice to terminate this agreement shall be deemed to have been withdrawn.

24. TERMINATION ON NOTICE

Without affecting any other right or remedy available to it, the Authority may terminate this agreement at any time by giving 3 months' written notice to the Supplier.

25. FORCE MAJEURE

25.1 Provided it has complied with the remaining provisions of this clause 25, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations.

25.2 The corresponding obligations of the other party will be suspended to the same extent as those of the Affected Party.

25.3 The Affected Party shall:

25.3.1 as soon as reasonably practicable after the start of the Force Majeure Event [but not later than [NUMBER] days from its start], notify the other party in writing of the Force Majeure Event, the date on which it started, its likely potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

25.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event.

30

25.4 An Affected Party cannot claim relief if the Force Majeure Event is attributable to the Affected Party's wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event. The Supplier cannot claim relief if the Force Majeure Event is one which, in accordance with Best Industry Practice, the Supplier should have foreseen and provided for the cause in question.

25.5 The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under this agreement. Following such notification, this agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties.

25.6 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than [NUMBER] weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving [NUMBER] weeks' notice to the Affected Party.

26. PREVENTION OF BRIBERY

26.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:

26.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or

26.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act.

26.2 The Supplier shall not during the Term:

26.2.1 commit a Prohibited Act; and/or

26.2.2 do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act.

26.3 The Supplier shall during the Term:

26.3.1 establish, maintain and enforce, and require that its Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with

31

the Bribery Act and prevent the occurrence of a Prohibited Act; and

26.3.2 keep appropriate records of its compliance with its obligations under clause 26.3.1 and make such records available to the Authority on request.

26.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 26.1and/or clause 26.2, or has reason to believe that it has or any of the Supplier's Personnel have:

26.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act;

26.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or

26.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act.

26.5 If the Supplier makes a notification to the Authority pursuant to clause 26.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 21.

26.6 If the Supplier is in Default under clause 26.1 and/or clause 26.2, the Authority may by notice:

26.6.1 require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or

26.6.2 immediately terminate this agreement.

26.7 Any notice served by the Authority under clause 26.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

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27. CONSEQUENCES OF TERMINATION OR EXPIRY

27.1 On the expiry of the Term or if this agreement is terminated in whole or in part for any reason, the provisions of the Exit Management Plan shall come into effect and the Supplier shall co-operate fully with the Authority to ensure an orderly migration of the Services to the Authority or, at the Authority's request, a Replacement Supplier.

27.2 On termination or expiry of this agreement and on satisfactory completion of the Exit Management Plan (or where reasonably so required by the Authority before such completion) the Supplier shall procure that all data and other material belonging to the Authority (and all media of any nature containing information and data belonging to the Authority or relating to the Services), shall be delivered to the Authority forthwith and the Supplier [Authorised Representative or Chief Executive Officer] shall certify full compliance with this clause.

27.3 Any provision of this agreement that expressly or by implication is intended to come into or continue force on or after termination or expiry, including clause 16 (Limitation of Liability), clause 17 (Insurance), clause 18 (Freedom of Information), clause 19 (Data Protection), clause 20 (Confidentiality), clause 21 (Audit), clause 23 (Termination for Breach) and this clause 27 (Consequences of termination), shall remain in full force and effect.

27.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the Termination Date.

General provisions

28. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

29. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

30. SEVERABILITY

30.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that

33

shall not affect the validity and enforceability of the rest of this agreement.

30.2 If any provision or part-provision of this agreement is deemed deleted under clause 30.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

31. PARTNERSHIP OR AGENCY

31.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

31.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

32. THIRD PARTY RIGHTS

32.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

32.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

33. PUBLICITY

33.1 The Supplier shall not:

33.1.1 make any press announcements or publicise this agreement or its contents in any way; or

33.1.2 use the Authority's name or logo in any promotion or marketing or announcement of orders,

33.2 except as required by law, any government or regulatory authority, any court or other authority of competent jurisdiction, without the prior written consent of the Authority, which shall not be unreasonably withheld or delayed.

34. NOTICES

34.1 Any notice given to a party under or in connection with this contract shall be in writing marked for the attention of the party's Authorised Representative and shall be:

34.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a

34

company) or its principal place of business (in any other case); or

34.2 Any notice shall be deemed to have been received:

34.2.1 if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address];

34.2.2 if sent by pre-paid first-class post or other next working day delivery service, at [9.00 am] on the [second] Working Day after posting [or at the time recorded by the delivery service].

34.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

35. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

36. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

37. JURISDICTION

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.

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Signed by AUTHORITY in the presence of:

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

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

[SIGNATURE OF WITNESS]

[NAME, ADDRESS AND OCCUPATION OF WITNESS]

Signed by SUPPLIER in the presence of:

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

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

[SIGNATURE OF WITNESS]

[NAME, ADDRESS AND OCCUPATION OF WITNESS]

36

SCHEDULE 1 - Specification

37

SCHEDULE 2 - Supplier's Tender

38

SCHEDULE 3 - Charges and payment

39

SCHEDULE 4- Contract management

1. AUTHORISED REPRESENTATIVES

1.1 The Authority's initial Authorised Representative: [INSERT DETAILS]

1.2 The Supplier's initial Authorised Representative: [INSERT DETAILS]

2. KEY PERSONNEL

2.1 [INSERT DETAILS]

3. MEETINGS

3.1 Type

3.2 Quorum

3.3 Frequency

3.4 Agenda

4. REPORTS

4.1 Type

4.2 Contents

4.3 Frequency

4.4 Circulation list

40

SCHEDULE 5- Exit management plan

41

SCHEDULE 6 - TUPE

NOT USED

42

SCHEDULE 7 - Commercially sensitive information

[DETAILS OF ANY SUPPLIER INFORMATION TO BE CLASSIFIED AS COMMERCIALLY SENSITIVE]

43

SCHEDULE 8 - Authority's Premises and Assets

[DETAILS OF AUTHORITY PREMISES AND ANY APPLICABLE LEASES OR LICENCES TO BE INSERTED ANY AUTHORITY ASSETS]

44

SCHEDULE 9 - Insurance

[INSERT DETAILS OF REQUIRED INSURANCE]

45

SCHEDULE 10 - Data processing

1. PROCESSING BY THE SUPPLIER

2. TYPES OF PERSONAL DATA

3. CATEGORIES OF DATA SUBJECT

For administration purposes only

Date Tender Returned___________________________ Time Tender Returned___________________________ Signature_____________________________________ Print Name___________________________________ Job Title______________________________________

Chief Executive Broads Authority Yare House 62-64 Thorpe Road Norwich NR1 1RY

Tender For Property Consultancy Services

Envelope not to be opened until after:

Date

15 March 2019

Time

1.00pm

Tender

Pass returned envelopes to Finance Officer

Tender for Property Consultancy Services

Questions/ Answers received regarding above tender

1

A

2

A

Code Description Address Use Land/Building Easting Northing Ref

105 Acle bridge 24hr Moorings Freehold Acle Bridge, Acle, NR13 3AS Public moorings Building/Land 641411 311740 TG414117

99 Acle Marsh Land Freehold Old Rd, Acle, NR133QW Grazing Marsh Land 640956 310908 TG407107

106 Acle off road path ( 3 x sections) Footpath Freehold Old Road, Acle, NR13 3RG Public access Land 641194 311270 TG408108

107 Acle, Scare Gap Land Freehold Acle, New Road, NR13 3QE Grazing Marsh Land

108 Barton Boardwalk (Herons Carr) Boardwalk Leasehold Gaye's Staithe, Neatishead, NR12 8XP Public access Land 635045 321059 TG350210

84 Barton Disabled Car Park Car Park Freehold Irstead rd, Irstead, NR12 8BJ Public Car Park Land 635045 321059 TG350210

84 Barton Main Car Park Car Park/Toilets Freehold Long Road, Irstead, NR12 8 XP Public Car Park Building/Land 635045 321059 TG350210

90 Barton Toilets Toilet Block Freehold Long Road, Irstead, NR12 8 XP Public Toilet Building 635045 321059 TG350210

16 Barton Turf 24hr moorings 24hr Moorings Leasehold Staithe Road, Barton Turf,NR12 8AZ Public moorings Land 635706 322483 TG357224

18 Beccles Marshes 24hr Moorings Leasehold A146 Bypass, NR34 0EB Public moorings Land 642130 291413 TM421914

17 Beccles Marshes North 24hr Moorings Leasehold A146 Bypass, NR34 0EB Public moorings Land 642130 291413 TM421914

19 Belaugh 24hr moorings 24hr Moorings Leasehold The Street, Belaugh NR12 8X4 Public moorings Land 628838 318558 TG288185

20 Berney Arms Reach 24hr Moorings Freehold Halvergate Marshes, Great Yarmouth, NR30 1SB Public moorings Land 646553 305020 TG465050

103 Berney Mill 24hr Moorings Leasehold Halvergate Marshes, Great Yarmouth, NR30 1SB Public moorings Land 646553 305020 TG465050

21 Boundary Farm 24hr Moorings Freehold Boundary Farm, Oby, NR29 3BW Public moorings Land 640199 314785 TG402148

22 Bramerton 24hr Moorings Leasehold Hill House Road, Bramerton, NR14 7EE Public moorings Land 629534 306090 TG295060

23 Brundall Church Fen 24hr Moorings Leasehold Church Lane, Brundall, NR13 5JW Public moorings Land 631980 308041 TG319080

109 Bungay Staithe Public Access Freehold Staithe Road, Bungay, NR35 1EU Public/Private Access Land 632704 288732 TM340896

95 Bure close, Wroxham( land) Public Access Freehold Bure Close, Wroxham NR12 8RU Public Access Land 630288 318148 TG302181

843 Buttle Marsh Land Freehold How Hill, Ludham Marsh Land 636781 316990 TG367169

86 Buttles Barn Workshop / Storage leasehold Clint St, Ludham, Norfolk NR29 5PA Work Depot Building 636781 316990 TG374179

25 Cantley 24hr Moorings Leasehold 46 Yarmouth Road, Norwich, Norfolk NR7 0HE Public moorings Land 638105 303351 TG381033

94 Cary's Meadow Recreation Freehold Yarmouth Road, Thorpe, NR7 0EB Public Access Land 625259 308255 TG253084

835 Catfield Common ( Leased out) Land Freehold Catfield, NR29 3BS Land Land 640375 321554 TG403215

26 Catfield Staithe 24hr Moorings Leasehold Staithe Road, Catfield, NR29 5BP Public moorings Land 640034 321828 TG400218

27 Chedgrave 24hr Moorings Leasehold Pits Lane, Chedgrave , NR14 6NQ Public moorings Land 637318 299221 TM373992

28 Cockshoot Mooring 24hr Moorings Leasehold Ferry Road, Woodbatwick, NR13 6HN Public moorings Land 634656 316050 TG346160

29 Coltishall Common 24hr Moorings Leasehold The Common, Coltishall, NR12 7EA Public moorings Land 627835 319735 TG278197

30 Commissioners Cut 24hr Moorings Freehold Whitlingham Lane, NR7 0QA Public moorings Land 626665 308214 TG266082

31 Deep Dyke 24hr Moorings Leasehold N/a Public moorings Land 642528 321138 TG425211

32 Deep Go Dyke 24hr Moorings Leasehold N/a Public moorings Land 643000 320822 TG430208

33 Dilham Staithe 24hr Moorings Freehold The Street, Dilham , NR28 9PS Public moorings Land 633228 325560 TG332255

9 Dockyard Workshop/Offices/ Freehold Griffin Lane, Thorpe St Andrew, NR7 OSL Work Depot Building/Land 627838 308312 TG278083

80 Dockyard - Boat Shed Boat Shed Freehold Griffin Lane, Thorpe St Andrew, NR7 OSL Launch mooring Building 627838 308312 TG278083

34 Dutch Tea Gardens, Oulton Dyke 24hr Moorings Leasehold Gravel Dam, Oulton Broad, NR32 3?? Public moorings Land 650153 293087 TM501930

34 Dutch Tea Gardens, Oulton Dyke Grazing Land Leased out Gravel Dam, Oulton Broad, NR32 3?? Grazing Marsh Land 650153 293087 TM501930

35 Gayes's Staithe 24hr Moorings Leasehold Staithe Road,Barton Turf, NR12 8AZ Public moorings Land 635045 321059 TG350210

844 Geldeston Dyke marshland (Meadow) Grazing marsh Freehold Lock's Lane, Geldeston, Beccles, NR34 0HS Grazing Marsh Land 638928 291297 TM390908

844 Geldeston Marsh Grazing marsh Freehold Locks Lane, Geldeston, NR 34 0HW Grazing Marsh Land 639047 290822 TM390908

36 Geldeston Moorings 24hr Moorings Freehold Locks Lane, Geldeston, NR 34 0HW Public moorings Land 639047 290822 TM390908

3 Great Yarmouth Yacht Station 24hr Moorings Leasehold Tar works Road, Great Yarmouth, NR30 1QX Public moorings Land 652040 308562 TG520085

11 Great Yarmouth Yacht Station Visitor Information Centre Leasehold Tar works Road, Great Yarmouth, NR30 1QX Information Centre Building 652040 308562 TG520085

98 Hardley Cross 24hr Moorings Leasehold Langley with Hardley, Norfolk NR14 6SF Public moorings Land 640044 301192 TG400012

76 Hardley Jetty (billet) Launch mooring Leasehold Hardley, NR14 6BU Launch mooring Land 638933 301382 TG389013

37 Herringfleet Mooring 24hr Moorings Leasehold N/a Public moorings Land 646240 298295 TM462982

38 Horning Marshes mooring 24hr Moorings Leasehold Falgate, Horning, NR12 8NH Public moorings Land 637159 317182 TG371171

39 Horning Parish Staithe 24hr Moorings leasehold Lower Street, Horning, NR12 8AA Public moorings Land 634006 317543 TG340175

10 Horning Waterworks Workshop/Offices/Storage Leashold Water Works Lane, Horning, NR12 8NP Work Depot Building/Land 635883 316394 TG359164

82 Horstead Mill Recreation/Public Access Leasehold Mill Road, Horstead, NR12 7AT Public Access Land 636482 320697 TG266193

81 Hoveton Riverside Park Recreation/Public Access Leasehold Station Road, Hoveton , NR12 8UR Public Access Land 630279 318310 TG302183

40 Hoveton St John moorings 24hr Moorings Freehold Station road, Wroxham, NR12 8UR Public moorings Land 630300 318267 TG303182

6 Hoveton Tourist Information Centre Visitor Information Centre Freehold Station road, Wroxham, NR12 8UR Information Centre Building 630323 318319 TG303183

41 Hoveton Viaduct moorings 24hr Moorings Leasehold Belaugh rd, Wroxham, NR12 Public moorings Land 630300 318267 TG302184

110 How Hill boatshed Launch mooring Freehold How Hill Road, Ludham NR29 5PG Launch mooring Building/Land 636993 319142 TG369191

85 How Hill Estate - Public Access Freehold How Hill, Ludham, Great Yarmouth NR29 5PG Public access Land 637278 319045 TG371191

4 How Hill Estate - Toad Hole Cottage Museum/Information Centre Freehold How Hill, Ludham, Great Yarmouth NR29 5PG Information Centre Building 637003 319036 TG370191

42 How Hill Staithe 24hr Moorings Freehold How Hill, Ludham, Great Yarmouth NR29 5PG Public moorings Land 637016 318953 TG370189

75 Irstead boatshed Launch mooring Freehold The Shoal, Irstead, NR12 8XS Launch mooring Building/Land 636624 320499 TG366204

43 Irstead Mooring 24hr Moorings Freehold The Shoal, Irstead, NR12 8XS Public moorings Land 636624 320499 TG366204

8 Island Cottaage, Beccles Workshop/Offices/Storage Leasehold Island Cottage, Common Lane, NR349BX Work Depot Building/Land 642980 290874 TM431908

110 John Foxs Cottage - listed Listed building Freehold Griffin Lane, Thorpe St Andrew, NR7 OSL Storage Building 627634 308177 TG276082

120 Land north of Crittens lane, GY Land Freehold Crittens Lane, Great Yarmouth, NR30 1TE Land Land 651801 307845 TG519809

44 Langley Dyke 24hr Moorings Leasehold Langley, NR34 9BX Public moorings Land 636595 302757 TG365027

79 Ludham Boatshed Launch mooring Freehold Horsefen Road, Ludham, NR29 5QG Launch mooring Building/Land 639517 317651 TG92179

112 Mutford Lock Sea Lock freehold* Bridge Rd, Oulton Broad, Lowestoft, NR32 3LN Sea Lock Land/Water 652179 292794 TM522929

47 Neatishead Staithe 24hr Moorings Leasehold Neatishead, Norwich, NR12 8BJ Public moorings Land 634459 321007 TG344210

48 North Cove 24hr Moorings Leasehold Marsh Lane Barnby off A146, NR34 7PH Public moorings Land 646634 291130 TM466911

2 Norwich Yacht Station 24hr Moorings Leasehold Riverside, Norwich, NR1 1SQ Public moorings Land 623932 308715 TG239087

2 Norwich Yacht Station Visitor Information Centre Leasehold Riverside, Norwich, NR1 1SQ Information Centre Building 623932 308715 TG239087

49 Paddy's Lane 24hr Moorings Leasehold Staithe Rd, Barton Turf, NR12 8AZ Public moorings Land 635888 322499 TG358224

113 Paddy's Lane boardwalk Access leasehold Staithe Rd, Barton Turf, NR12 8AZ Public Access Land 635888 322499 TG358224

51 Polkeys Mill 24hr Mooring 24hr Moorings leasehold Wherrymans Way, Reedham NR13 3UH Public moorings Land 644621 303544 TG446035

93 Postwick Tip Dredging disposal facility Freehold Griffin Lane, Thorpe St Andrew, NR7 OSL Disposal Site Land 628372 308454 TG278083

52 Postwick Wharf 24hr Moorings Freehold Ferry Road, Norwich, NR13 5HL Public moorings Land 630768 307596 TG307075

55 Potter Heigham - De masting Demasting Moorings leasehold Bridge Road, Potter Heigham, NR29 5JF Public moorings Land 641862 318326 TG418183

57 Potter Heigham - Dinghy Park Demasting Moorings freehold Bridge Road, Potter Heigham, NR29 5JF Public moorings Land 642133 318598 TG421185

53 Potter Heigham - Martham 24hr Moorings leasehold Riverside, Repps, NR29 5JY Public moorings Land 642170 318589 TG421185

54 Potter Heigham - Repps 24hr Moorings leasehold Riverside, Repps, NR29 5JY Public moorings Land 641917 318361 TG419183

56 Potter Heigham- Bridge Green Short term moorings/recreationFreehold Bridge Road, Potter Heigham NR29 5JD Public moorings Land 642038 318522 TG420185

114 Potter Heigham Marsh Grazing marsh Freehold Bridge Road, Potter Heigham NR29 5JD Grazing Marsh Land 642151 318985 TG420185

115 Potter Heigham Meadow Grazing marsh Freehold Bridge Road, Repps, Potter Heigham NR29 5JQ Grazing Marsh Land 642170 318589 TG421185

91 Potter Heigham Staithe Loading of goods/recreation Freehold Bridge Street, Potter Heigham, NR29 5JE Public Access Land 641958 318471 TG419184

117 Ranworth car park Recreation Freehold Ranworth Staithe, Norwich NR13 6HY Car Park Land 635961 314645 TG359146

116 Ranworth Information Centre Visitor Information Centre Leased out Ranworth Staithe, Norwich NR13 6HY Information Centre Building 635996 314602 TG359146

58 Ranworth staithe 24hr Moorings Freehold Ranworth Staithe, Norwich NR13 6HY Public moorings Land 635996 314652 TG359146

11 Reedham Quay 24hr Moorings leasehold Riverside, Reedham, Norwich, Norfolk NR13 3TE ‎ Public moorings Land 641974 301700 TG419017

102 Rockland Short Dyke 24hr Moorings leasehold Rockland Short Dyke, Norwich, NR13 4HP Public moorings Land 633573 305085 TG335050

59 Rockland Staithe 24hr Moorings leasehold New Inn Hill, Rockland Saint Mary, NR14 7HP ‎ Public moorings Land 641974 301700 TG419017

60 Somerleyton 24hr Moorings leasehold Slugs Lane, Somerleyton,NR32 5QR Public moorings Land 647519 297080 TM475970

118 South Walsham Slipway Freehold Fleet Lane, South Walsham, NR13 6ED Boat slipway Land/Water 637227 313981 TG372139

62 St Benets Abbey 24hr Moorings leasehold St Benet's Road, Ludham, NR29 5NU Public moorings Land 637792 315826 TG377158

61 St Olaves 24hr Moorings Freehold Beccles Road, St Olaves, NR31 9HE Public moorings Land 645681 299676 TM456996

63 Stokesby 24hr Moorings Freehold The Green, Stokesby, NR29 3EX Public moorings Land 643040 310553 TG430105

64 Sutton Staithe 24hr Moorings Freehold Sutton, Stalham, NR12 8QS Public moorings Land 638054 323684 TG380236

64 Sutton Staithe green 24hr Moorings leasehold Sutton, Stalham, NR12 8QS Public moorings Land 638181 323704 TG381237

67 Wayford Bridge 24hr Moorings Freehold Wayford Bridge, Norwich, NR12 9LL Public moorings Land 634853 324837 TG348248

68 West Somerton 24hr Moorings Freehold Staithe Road, West Somerton, NR29 4 AB Public moorings Land 646628 320094 TG466200

69 White Slea 24hr Moorings Leasehold n/a Public moorings Land 642569 321038 TG438119

5 Whitlingham Barn Visitor Information Centre Leasehold Trowse, Norwich, NR14 8TR Information Centre Building/Land 625744 307817 TG251075

114 Whitlingham Country Park 24hr Moorings Leasehold Trowse, Norwich, NR14 8TR Public moorings Land 625155 307958 TG251079

97 Womack Dyke 24hr Moorings Freehold Horsefen Road, Ludham NR29 5QG Public moorings Land 639704 317424 TG397174

70 Womack Island 24hr Moorings Freehold Horsefen Road, Ludham NR29 5QG Public moorings Land 639323 317726 TG393177

72 Worlingham 24hr Moorings Freehold Marsh Lane, Worlingham, NR34 7PE Public moorings Land 645094 291501 TM450915

73 Wroxham boatshed Launch mooring Freehold Beech Rd, Wroxham, NR12 8TP Launch mooring Building/land 631010 317448 TG307173

73 Wroxham Broad Island 24hr Moorings leasehold Nearest Postcode - Norfolk Broads YC, NR12 8TS Public moorings Land 631377 316797 TG313167

1 Yare House Head office Leashold 62-64 Thorpe Road, NR1 1RY Head Office Building 624090 308397 TG240084